<PAGE>
Registration No. 33-89188
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-6
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2
----------------
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
(EXACT NAME OF TRUST)
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
JOHN M. BREMER, EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)
It is proposed that this filing will become effective
____ immediately upon filing pursuant to paragraph (b)
____ on (DATE) pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(1)
_X__ on April 30, 1999 pursuant to paragraph (a)(1)
of Rule 485
____ this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment
----------------
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
CROSS-REFERENCE SHEET
Cross reference sheet showing location in Prospectus of information
required by Form N-8B-2.
<TABLE>
<CAPTION>
Item Number Heading in Prospectus
----------- ---------------------
<S> <C>
1. . . . . . . . . Cover Page
2 . . . . . . . . Cover Page; Northwestern Mutual Life
3 . . . . . . . . Not Applicable
4 . . . . . . . . Distribution of the Policies
5 . . . . . . . . The Account and its Divisions
6 . . . . . . . . The Account and its Divisions
7 . . . . . . . . Not Applicable
8 . . . . . . . . Not Applicable
9 . . . . . . . . Legal Proceedings
10(a) . . . . . . . Other Policy Provisions: OWNER
10(b) . . . . . . . Annual Dividends
10(c) and (d) . . . Death Benefit, Cash Value, Loans
and Withdrawals, Right to Return Policy, Right to
Exchange for a Fixed Benefit Policy, Payment Plans
10(e) . . . . . . . Premiums, Paid-Up Insurance,
Reinstatement
10(f) . . . . . . . Voting Rights
10(g) . . . . . . . Voting Rights, Substitution of Fund
Shares and Other Changes
10(h) . . . . . . . Voting Rights, Substitution of Fund
Shares and Other Changes
10(i) . . . . . . . Premiums, Death Benefit, Annual
Dividends, Other Policy Provisions:
Payment Plans
-------------
11 . . . . . . . The Account, The Funds: NORTHWESTERN MUTUAL
SERIES FUND, INC. -- Small Cap Growth Stock
Portfolio, Aggressive Growth Stock Portfolio,
International Equity Portfolio, Index 400 Stock
Portfolio, Growth Stock Portfolio, Growth and
Income Stock Portfolio, Index 500 Stock
Portfolio, High Yield Bond Portfolio, Select
Bond Portfolio, and Money Market Portfolio.
RUSSELL INSURANCE FUNDS -- Multi-Style Equity
Fund, Aggressive Equity Fund, Non-U.S. Fund,
Real Estate Securities Fund, and Core Bond Fund
12 . . . . . . . . The Funds
13 . . . . . . . . Summary, The Funds, Deductions and
Charges, Distribution of the Policies
14 . . . . . . . . Requirements for Insurance
15 . . . . . . . . Premiums, Allocations to the Account
16 . . . . . . . . The Account, The Funds, Allocations
to the Account
17 . . . . . . . . Same Captions as Items 10(a), (c),
and (d)
18 . . . . . . . . The Account, Annual Dividends
19 . . . . . . . . Reports
20 . . . . . . . . Not Applicable
</TABLE>
-ii-
<PAGE>
<TABLE>
<CAPTION>
Item Number Payment Plans
----------- -------------
<S> <C>
21 . . . . . . . . Loans and Withdrawals
22 . . . . . . . . Not Applicable
23. . . . . . . . . Not Applicable
24 . . . . . . . . Not Applicable
25 . . . . . . . . Northwestern Mutual Life
26 . . . . . . . . The Funds, Deductions and Charges
27 . . . . . . . . Northwestern Mutual Life
28 . . . . . . . . Management
29 . . . . . . . . Not Applicable
30 . . . . . . . . Not Applicable
31 . . . . . . . . Not Applicable
32 . . . . . . . . Not Applicable
33 . . . . . . . . Not Applicable
34 . . . . . . . . Not Applicable
35 . . . . . . . . Northwestern Mutual Life
36 . . . . . . . . Not Applicable
37 . . . . . . . . Not Applicable
38 . . . . . . . . Distribution of the Policies
39 . . . . . . . . Distribution of the Policies
40 . . . . . . . . The Funds
41 . . . . . . . . The Fund, Distribution of the Policies
42 . . . . . . . . Not Applicable
43 . . . . . . . . Not Applicable
44 . . . . . . . . The Funds, Requirements for Insurance,
Premiums, Death Benefit, Cash Value
45 . . . . . . . . Not Applicable
46 . . . . . . . . Same Captions as Items 10(c) and (d)
47 . . . . . . . . Not Applicable
48 . . . . . . . . Not Applicable
49 . . . . . . . . Not Applicable
50 . . . . . . . . The Account
51 . . . . . . . . Numerous Captions
52 . . . . . . . . Substitution of Fund Shares and
Other Changes
53 . . . . . . . . Not Applicable
54 . . . . . . . . Not Applicable
55 . . . . . . . . Not Applicable
56 . . . . . . . . Not Applicable
57 . . . . . . . . Not Applicable
58 . . . . . . . . Not Applicable
59 . . . . . . . . Financial Statements
</TABLE>
-iii-
<PAGE>
April 30, 1999
[LOGO]
The Quiet Company-Registered Trademark-
NORTHWESTERN MUTUAL VARIABLE COMPLIFE-Registered Trademark-
Variable Whole Life Policy
with Additional Protection
(PHOTO)
CompLife-Registered Trademark- is a registered
service mark of
Northwestern Mutual
Life Insurance Company
Northwestern Mutual Series Fund, Inc. and
Russell Insurance Funds
The Northwestern Mutual
Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-1444
<PAGE>
CONTENTS FOR THIS PROSPECTUS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Summary 2
Variable Life Insurance . . . . . . . . . . . . . . . . . . . . . . . .2
The Account and its Divisions . . . . . . . . . . . . . . . . . . . . .2
The Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Deductions and Charges . . . . . . . . . . . . . . . . . . . . . . . .2
From Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
From Policy Value . . . . . . . . . . . . . . . . . . . . . . . . . .3
From the Assets of the Account. . . . . . . . . . . . . . . . . . . .3
Transaction Charges . . . . . . . . . . . . . . . . . . . . . . . . .3
Surrender Charges . . . . . . . . . . . . . . . . . . . . . . . . . .3
From the Mutual Funds . . . . . . . . . . . . . . . . . . . . . . . .3
The Northwestern Mutual Life Insurance Company,
Northwestern Mutual Variable Life Account
Northwestern Mutual Series Fund, Inc and
Russell Insurance Funds . . . . . . . . . . . . . . . . . . . . .5
Northwestern Mutual Life. . . . . . . . . . . . . . . . . . . . . . . .5
The Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
The Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Northwestern Mutual Series Fund, Inc. . . . . . . . . . . . . . . . . .5
Small Cap Growth Stock Portfolio. . . . . . . . . . . . . . . . . . . .5
Aggressive Growth Stock Portfolio . . . . . . . . . . . . . . . . . . .5
International Equity Portfolio. . . . . . . . . . . . . . . . . . . . .5
Index 400 Stock Portfolio . . . . . . . . . . . . . . . . . . . . . . .6
Growth Stock Portfolio. . . . . . . . . . . . . . . . . . . . . . . . .6
Growth and Income Stock Portfolio . . . . . . . . . . . . . . . . . . .6
Index 500 Stock Portfolio . . . . . . . . . . . . . . . . . . . . . . .6
Balanced Portfolio. . . . . . . . . . . . . . . . . . . . . . . . . . .6
High Yield Bond Portfolio . . . . . . . . . . . . . . . . . . . . . . .6
Select Bond Portfolio . . . . . . . . . . . . . . . . . . . . . . . . .6
Money Market Portfolio. . . . . . . . . . . . . . . . . . . . . . . . .6
Russell Insurance Funds. . . . . . . . . . . . . . . . . . . . . . . . .6
Multi-Style Equity Fund . . . . . . . . . . . . . . . . . . . . . . . .6
Aggressive Equity Fund. . . . . . . . . . . . . . . . . . . . . . . . .6
Non-U.S. Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Real Estate Securities Fund . . . . . . . . . . . . . . . . . . . . . .7
Core Bond Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Detailed Information About the Policy. . . . . . . . . . . . . . . . . . .7
The Policy Design . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Requirements for Insurance. . . . . . . . . . . . . . . . . . . . . . .8
Premiums. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Policy Value and Paid-Up Additional Insurance . . . . . . . . . . . . 10
Allocations to the Account. . . . . . . . . . . . . . . . . . . . . . 11
Deductions and Charges. . . . . . . . . . . . . . . . . . . . . . . . 11
Deductions from Premiums . . . . . . . . . . . . . . . . . . . . . . 11
Charges Against the Policy Value . . . . . . . . . . . . . . . . . . 12
Charges Against the Account Assets . . . . . . . . . . . . . . . . . 12
Transaction Charges. . . . . . . . . . . . . . . . . . . . . . . . . 12
Surrender Charges. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Guarantee of Premiums, Deductions
and Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Annual Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Loans and Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . 14
Excess Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Paid-Up Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Right to Return Policy . . . . . . . . . . . . . . . . . . . . . . . 15
Right to Exchange for a Fixed Benefit Policy . . . . . . . . . . . . 15
Other Policy Provisions. . . . . . . . . . . . . . . . . . . . . . . 16
Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Incontestability . . . . . . . . . . . . . . . . . . . . . . . . . 16
Suicide. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Misstatement of Age or Sex . . . . . . . . . . . . . . . . . . . . 16
Collateral Assignment. . . . . . . . . . . . . . . . . . . . . . . 16
Payment Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Deferral of Determination and Payment. . . . . . . . . . . . . . . 16
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Substitution of Fund Shares
and Other Changes . . . . . . . . . . . . . . . . . . . . . . . . . 16
Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Special Policy for Employers . . . . . . . . . . . . . . . . . . . . 17
Distribution of the Policies . . . . . . . . . . . . . . . . . . . . 17
Tax Treatment of Policy Benefits . . . . . . . . . . . . . . . . . . 17
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Year 2000 Issues . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . 20
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . 20
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . 21
Report of Independent Accountants
(for the two years ended December 31, 1998). . . . . . . . . . . . . 21
Financial Statements of the Account
(for the two years ended December 31, 1998). . . . . . . . . . . . . 22
Financial Statements of Northwestern Mutual Life
(for the three years ended
December 31, 1998) . . . . . . . . . . . . . . . . . . . . . . . 28
Report of Independent Accountants
(for the three years ended
December 31, 1998) . . . . . . . . . . . . . . . . . . . . . . . . 41
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
</TABLE>
<PAGE>
P R O S P E C T U S
NORTHWESTERN MUTUAL VARIABLE COMPLIFE-Registered Trademark-
VARIABLE WHOLE LIFE POLICY WITH ADDITIONAL PROTECTION
This prospectus describes the Variable CompLife-Registered Trademark- Policy
(the "Policy") offered by The Northwestern Mutual Life Insurance Company. We
have designed the Policy to provide lifetime insurance coverage on the insured
named in the Policy. We use Northwestern Mutual Variable Life Account (the
"Account") to keep the money you invest separate from our general assets. Both
the death benefit and the cash value provided by the Policy will vary daily to
reflect the investment experience of the Account.
You may allocate the net premiums to one or more of the sixteen divisions of the
Account. The assets of each division will be invested in a corresponding
Portfolio of Northwestern Mutual Series Fund, Inc. or one of the Russell
Insurance Funds. The prospectuses for these mutual funds, attached to this
prospectus, describe the investment objectives for all of the Portfolios and
Funds.
The Policy provides for a scheduled premium payable at least annually, but you
may pay more than the scheduled amount. In some situations you may pay less
than the scheduled amount. We guarantee that the death benefit will never be
less than the Policy's initial amount of whole life insurance, regardless of the
Account's investment experience, so long as you pay scheduled premiums when they
are due and no Policy debt is outstanding. The Policy may include insurance
which we guarantee for only a specified number of years. There is no guaranteed
minimum cash value.
In the early years of a Policy it is likely that the cash value will be less
than the premium amounts accumulated at interest. This is because of the
sales and insurance costs for a new Policy. We make deductions for sales
costs and administrative expenses from the cash values of Policies
surrendered during the early Policy years. Therefore you should purchase a
Policy only if you intend to keep it in force for a reasonably long period.
You may return a Policy for a full refund for a limited period of time. See
"Right to Return Policy", p.15.
IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH A VARIABLE LIFE
INSURANCE POLICY. SEE DEDUCTIONS AND CHARGES AND CASH VALUE.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR
NORTHWESTERN MUTUAL SERIES FUND, INC. AND THE RUSSELL INSURANCE FUNDS WHICH ARE
ATTACHED HERETO, AND SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
1
<PAGE>
SUMMARY
THE FOLLOWING SUMMARY PROVIDES A BRIEF OVERVIEW OF THE ACCOUNT AND THE POLICY.
IT OMITS DETAILS WHICH ARE INCLUDED ELSEWHERE IN THIS PROSPECTUS, IN THE
ATTACHED MUTUAL FUND PROSPECTUSES AND IN THE TERMS OF THE POLICY.
VARIABLE LIFE INSURANCE
Variable life insurance is cash value life insurance and is similar in many ways
to traditional fixed benefit life insurance. Variable life insurance allows the
policyowner to direct the premiums, after certain deductions, among a range of
investment options. The variable life insurance death benefit and cash value
vary daily to reflect the performance of the selected investments. Since a
substantial part of the premium pays for the insurance risk of death you should
not consider variable life insurance unless your primary need is life insurance
protection.
THE ACCOUNT AND ITS DIVISIONS
Northwestern Mutual Variable Life Account is the investment vehicle for the
Policies. The Account has sixteen divisions. You determine how net premiums
are to be apportioned. You may select up to ten divisions at any one point
in time. We invest the assets of each division in a corresponding Portfolio
of Northwestern Mutual Series Fund, Inc. or one of the Russell Insurance
Funds. The eleven Portfolios of Northwestern Mutual Series Fund, Inc. are the
Small Cap Growth Stock Portfolio, Aggressive Growth Stock Portfolio,
International Equity Portfolio, Index 400 Stock Portfolio, Growth Stock
Portfolio, Growth and Income Stock Portfolio, Index 500 Stock Portfolio,
Balanced Portfolio, High Yield Bond Portfolio, Select Bond Portfolio and
Money Market Portfolio. The five Russell Insurance Funds are the Multi-Style
Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities
Fund, and Core Bond Fund. For additional information about the funds see the
attached prospectuses.
THE POLICY
PREMIUMS The Policy provides for a scheduled premium for the Minimum
Guaranteed Death Benefit and any Additional Protection you purchase as part of
the Policy. The Minimum Guaranteed Death Benefit is the initial amount of whole
life insurance provided by the Policy. Additional Protection is insurance which
does not have a lifetime guarantee, but we guarantee this insurance for a
specified period. The scheduled premium may include additional amounts to
purchase variable paid-up additional insurance or to increase Policy Value. The
scheduled premium also includes the amount required for any additional benefits
that you purchase with the Policy. You may pay optional unscheduled additional
premiums, within limits, to purchase variable paid-up additional insurance or to
increase Policy Value. You may suspend payment of premiums if we determine
under a certain set of assumptions that the Policy Value is already sufficient
to cover future insurance costs. You may have to resume payment of premiums in
the future if the Policy Value becomes insufficient. The Policy Value reflects
investment experience as well as premiums paid and the cost of insurance and
other charges. After a Policy is issued you may increase or decrease the amount
of scheduled premiums within limits. Premiums are payable at least annually.
DEATH BENEFIT We guarantee that the Minimum Guaranteed Death Benefit provided
by a Policy will be paid upon the death of the insured, regardless of investment
experience, if you have paid scheduled premiums when they are due and no Policy
debt is outstanding. The death benefit will be increased by the amount of any
Additional Protection in force. We guarantee Additional Protection for a period
which depends on the sex and risk classification and age of the insured when the
Policy is issued and on the proportions of Minimum Guaranteed Death Benefit and
Additional Protection. The death benefit will also be increased by the amount
of any variable paid-up additional insurance, any excess Policy Value and any
amount needed to meet federal income tax requirements for life insurance.
CASH VALUE The cash value of a Policy is not guaranteed and varies daily to
reflect investment experience. You may surrender a Policy for its cash value.
A surrender charge applies during the first 15 policy years. We permit partial
surrenders by administrative practice if the remaining Policy meets our minimum
size requirements.
DEDUCTIONS AND CHARGES
FROM PREMIUMS
- Deduction of 3.5% for state and federal taxes attributable to premiums
- Sales load of 4.5%
- Annual charge of $84, currently expected to be reduced to $60 after ten
years
- Annual charge of $0.12 per $1,000 of Minimum Guaranteed Death Benefit
- Annual expense charge of $0.12 per $1,000 of Minimum Guaranteed Death
Benefit and Additional Protection (currently expected to be charged for
ten years only)
2
<PAGE>
- Any extra premium charged for insureds who do not qualify as select,
standard plus or standard risks
- Any extra premium for additional benefits purchased with the Policy
FROM POLICY VALUE
- An annual charge, based on the amount at risk and the attained age and risk
classification of the insured, with rates based on the 1980 CSO Mortality
Tables. This charge also applies for the values which support any paid-up
additional insurance.
- Any surrender charges, administrative charges or decrease in Policy debt
that may result from a withdrawal, a decrease in the face amount of
insurance or a transfer of Policy Value to paid-up insurance
FROM THE ASSETS OF THE ACCOUNT
- A daily charge at the annual rate of .60% of the Account assets for
mortality and expense risks
TRANSACTION CHARGES
- Fee of up to $25 (currently waived) for transfers among the Account
Divisions
- Fee of up to $25 (currently waived) for withdrawals of Excess Amount
- Charge for administrative costs to process a partial surrender, currently
expected to be $250
SURRENDER CHARGES
- Surrender charges for sales and issuance expenses we deduct from Policy
proceeds if you surrender the Policy during the first 15 years
FROM THE MUTUAL FUNDS
- A daily charge for investment advisory and other services provided to the
mutual funds. The total expenses vary by Portfolio or Fund and currently
fall in an approximate range of .21% to 2.37% of assets on an annual
basis.
The following table shows the annual expenses for each of the Portfolios and
Funds, as a percentage of their average net assets of the Portfolio, based on
1998 operations. Expenses for the Portfolios and Funds which were not in
operation during 1998 are estimated.
NORTHWESTERN MUTUAL SERIES FUND, INC.
<TABLE>
<CAPTION>
INVESTMENT
ADVISORY OTHER TOTAL
PORTFOLIO FEE EXPENSES EXPENSES
- --------- ---------- -------- --------
<S> <C> <C> <C>
Small Cap Growth Stock. . . . .80% .12% .92%
Aggressive Growth Stock. . . . .52% .00% .52%
International Equity . . . . . .67% .09% .76%
Index 400 Stock. . . . . . . . .25% .10% .35%
Growth Stock . . . . . . . . . .45% .01% .46%
Growth and Income Stock. . . . .57% .01% .58%
Index 500 Stock. . . . . . . . .20% .01% .21%
Balanced . . . . . . . . . . . .30% .00% .30%
High Yield Bond. . . . . . . . .49% .01% .50%
Select Bond . . . . . . . . . .30% .00% .30%
Money Market . . . . . . . . . .30% .00% .30%
</TABLE>
RUSSELL INSURANCE FUNDS
<TABLE>
<CAPTION>
INVESTMENT
ADVISORY OTHER TOTAL
FUND FEE * EXPENSES* EXPENSES
- ---- ---------- --------- --------
<S> <C> <C> <C>
Multi-Style Equity Fund. . . . 0.78% 0.43% 1.21%
Aggressive Equity Fund . . . . 0.95% 0.72% 1.67%
Non-U.S. Fund . . . . . . . . 0.95% 1.42% 2.37%
Real Estate Securities Fund. . 0.85% 0.31% 1.16%
Core Bond Fund . . . . . . . . 0.60% 0.68% 1.28%
</TABLE>
*MULTI-STYLE EQUITY FUND Frank Russell Investment Company's (FRIC's)
advisor, Frank Russell Investment Management Company (FRIMCo) has voluntarily
agreed to waive a portion of its 0.78% management fee, up to the full amount
of that fee, equal to the amount by which the Fund's total operating expenses
exceed 0.92% of the Fund's average daily net assets on an annual basis.
FRIMCo has voluntarily agreed to reimburse the Fund for all remaining
expenses after fee waivers which exceed 0.92% of the average daily net assets
on an annual basis. This waiver may be revised or eliminated at any time
without notice to shareholders. Taking the fee waivers into account, the
actual gross annual total operating expenses were 0.92% of the average net
assets of the Multi-Style Fund.
AGGRESSIVE EQUITY FUND FRIMCo has voluntarily agreed to waive a portion of
its 0.95% management fee, up to the full amount of that fee, equal to the
amount by which the Fund's total operating expenses exceed 1.25% of the
Fund's average daily net assets on an annual basis. FRIMCo has voluntarily
agreed to reimburse the Fund for all remaining expenses after fee waivers
which exceed 1.25% of the average daily net assets on an annual basis. This
waiver may be revised or eliminated at any time without notice to
shareholders. Taking the fee waivers into account, the actual gross annual
total operating expenses were 1.25% of the average net assets of the
Aggressive Equity Fund.
NON-U.S. FUND FRIMCo has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount by
which the Fund's total operating expenses exceed 1.30% of the Fund's average
daily net assets on an annual basis. FRIMCo has voluntarily agreed to
reimburse the Fund for all remaining expenses after fee waivers which exceed
1.30% of the average daily net assets on an annual basis. This waiver may be
revised or eliminated at any time without notice to shareholders. Taking the
fee waivers into account, the actual gross annual total operating expenses
were 1.30% of the average net assets of the Non-U.S. Fund.
REAL ESTATE SECURITIES FUND FRIMCo has voluntarily agreed to waive a portion
of its ___% management fee, up to the full amount of that fee, equal to the
amount by which the Fund's total operating expenses exceed ___5% of the
Fund's average daily net assets on an annual basis. FRIMCo has voluntarily
agreed to reimburse the Fund for all remaining expenses after fee waivers
which exceed ___% of the average daily net assets on an annual
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basis. This waiver may be revised or eliminated at any time without notice
to shareholders. Operating expenses are based on average net assets expected
to be invested during the year ending December 31, 1999. During the course
of this period, expenses may be more or less than the amount shown. Taking
the fee waivers into account, the actual gross annual total operating
expenses were ___% of the average net assets of the Real Estate Securities
Fund.
CORE BOND FUND FRIMCo has voluntarily agreed to waive a portion of its 0.60%
management fee, up to the full amount of that fee, equal to the amount by
which the Fund's total operating expenses exceed .80% of the Fund's average
daily net assets on an annual basis. FRIMCo has voluntarily agreed to
reimburse the Fund for all remaining expenses after fee waivers which exceed
.80% of the average daily net assets on an annual basis. This waiver may be
revised or eliminated at any time without notice to shareholders. Taking the
fee waivers into account, the actual gross annual total operating expenses
were .80% of the average net assets of the Core Bond Fund.
4
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY,
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT,
NORTHWESTERN MUTUAL SERIES FUND, INC. AND
RUSSELL INSURANCE FUNDS
NORTHWESTERN MUTUAL LIFE
The Northwestern Mutual Life Insurance Company is a mutual life insurance
company organized by a special act of the Wisconsin Legislature in 1857. It
is the nation's fourth largest life insurance company, based on total assets
in excess of $77 billion on December 31, 1998 and is licensed to conduct a
conventional life insurance business in the District of Columbia and in all
states of the United States. Northwestern Mutual Life sells life and
disability insurance policies and annuity contracts through its own field
force of approximately 6,000 full time producing agents. The Internal
Revenue Service Employer Identification Number of Northwestern Mutual Life is
39-0509570.
"We" in this prospectus means Northwestern Mutual Life.
THE ACCOUNT
We established Northwestern Mutual Variable Life Account by action of our
Trustees on November 23, 1983, in accordance with the provisions of Wisconsin
insurance law. Under Wisconsin law the income, gains and losses, realized or
unrealized, of the Account are credited to or charged against the assets of
the Account without regard to our other income, gains or losses. We use the
Account only for variable life insurance policies. However, the policies
issued prior to the introduction of Variable CompLife-Registered Trademark-
(October 11, 1995 in most states) are different from the Variable
CompLife-Registered Trademark- Policies described in this prospectus. The
older policies are described in a separate prospectus and are no longer
offered. We also use the Account for other variable life insurance policies
which are described in other prospectuses.
The Account is registered with the Securities and Exchange Commission as a
unit investment trust under the Investment Company Act of 1940. This
registration does not involve supervision of management or investment
practices or policies. The Account has sixteen divisions. All of the assets
of each division are invested in shares of the corresponding Portfolio or
Fund described below.
THE FUNDS
NORTHWESTERN MUTUAL SERIES FUND, INC.
Northwestern Mutual Series Fund, Inc. is a mutual fund of the series type
registered under the Investment Company Act of 1940 as an open-end
diversified management investment company. The Account buys shares of each
Portfolio at their net asset value without any sales charge.
The investment adviser for the Fund is Northwestern Mutual Investment
Services, LLC ("NMIS"), our wholly-owned subsidiary. The investment advisory
agreements for the respective Portfolios provide that NMIS will provide
services and bear certain expenses of the Fund. For providing investment
advisory and other services and bearing Fund expenses, the Fund pays NMIS a
fee at an annual rate which ranges from .20% of the aggregate average daily
net assets of the Index 500 Stock Portfolio to a maximum of .67% for the
International Equity Portfolio, based on 1998 asset size. Other expenses
borne by the Portfolios range from 0% for the Select Bond, Money Market and
Balanced Portfolios to .09% for the International Equity Portfolio. We
provide the people and facilities NMIS uses in performing its investment
advisory functions and we are a party to the investment advisory agreement.
NMIS has retained J.P. Morgan Investment Management, Inc. and Templeton
Investment Counsel, Inc. under investment sub-advisory agreements to provide
investment advice to the Growth and Income Stock Portfolio and the
International Equity Portfolio.
The investment objectives and types of investments for each of the eleven
Portfolios of the Fund are set forth below. There can be no assurance that
the Portfolios will realize their objectives. For more information about the
investment objectives and policies, the attendant risk factors and expenses
see the attached prospectus for Northwestern Mutual Series Fund, Inc.
SMALL CAP GROWTH STOCK PORTFOLIO The investment objective of the Small Cap
Growth Stock Portfolio is long-term growth of capital. The Portfolio will
seek to achieve this objective primarily by investing in the common stocks of
companies which can reasonably be expected to increase sales and earnings at
a pace which will exceed the growth rate of the U.S. economy over an extended
period.
AGGRESSIVE GROWTH STOCK PORTFOLIO. The investment objective of the
Aggressive Growth Stock Portfolio is to achieve long-term appreciation of
capital primarily by investing in the common stocks of companies which can
reasonably be expected to increase their sales and earnings at a pace which
will exceed the growth rate of the nation's economy over an extended period.
INTERNATIONAL EQUITY PORTFOLIO. The investment objective of the
International Equity Portfolio is long-term capital growth. It pursues its
objective through a
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<PAGE>
flexible policy of investing in stocks and debt securities of companies and
governments outside the United States.
INDEX 400 STOCK PORTFOLIO The investment objective of the Index 400 Stock
Portfolio is to achieve investment results that approximate the performance
of the Standard & Poor's MidCap 400 Index ("S&P 400 Index"). The Portfolio
will attempt to meet this objective by investing in stocks included in the
S&P 400 Index.
GROWTH STOCK PORTFOLIO. The investment objective of the Growth Stock
Portfolio is long-term growth of capital; current income is secondary. The
Portfolio will seek to achieve this objective by selecting investments in
companies which have above average earnings growth potential.
GROWTH AND INCOME STOCK PORTFOLIO. The investment objective of the Growth
and Income Stock Portfolio is long-term growth of capital and income.
Ordinarily the Portfolio pursues its investment objectives by investing
primarily in dividend-paying common stock.
INDEX 500 STOCK PORTFOLIO. The investment objective of the Index 500 Stock
Portfolio is to achieve investment results that approximate the performance
of the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index").
The Portfolio will attempt to meet this objective by investing in stocks
included in the S&P 500 Index. Stocks are generally more volatile than debt
securities and involve greater investment risks.
BALANCED PORTFOLIO. The investment objective of the Balanced Portfolio is to
realize as high a level of long-term total rate of return as is consistent
with prudent investment risk. The Balanced Portfolio will invest in common
stocks and other equity securities, bonds and money market instruments.
Investment in the Balanced Portfolio necessarily involves the risks inherent
in stocks and debt securities of varying maturities, including the risk that
the Portfolio may invest too much or too little of its assets in each type of
security at any particular time.
HIGH YIELD BOND PORTFOLIO. The investment objective of the High Yield Bond
Portfolio is to achieve high current income and capital appreciation by
investing primarily in fixed income securities that are rated below
investment grade by the major rating agencies.
SELECT BOND PORTFOLIO. The primary investment objective of the Select Bond
Portfolio is to provide as high a level of long-term total rate of return as
is consistent with prudent investment risk. A secondary objective is to seek
preservation of shareholders' capital. The Select Bond Portfolio will invest
primarily in debt securities. The value of debt securities will tend to rise
and fall inversely with the rise and fall of interest rates.
MONEY MARKET PORTFOLIO. The investment objective of the Money Market
Portfolio is to realize maximum current income consistent with liquidity and
stability of capital. The Money Market Portfolio will invest in money market
instruments and other debt securities with maturities generally not exceeding
one year. The return produced by these securities will reflect fluctuations
in short-term interest rates.
RUSSELL INSURANCE FUNDS
The Russell Insurance Funds also comprise a mutual fund of the series type
registered under the Insurance Company Act of 1940 as an open-end diversified
management investment company. The Account buys shares of each of the
Russell Insurance Funds at their net asset value without any sales charge.
The assets of each of the Russell Insurance Funds are invested by one or more
investment management organization researched and recommended by Frank
Russell Company ("Russell"), and an affiliate of Russell, Frank Russell
Investment Management Company ("FRIMCo"). FRIMCo also advises, operates and
administers the Russell Insurance Funds. Russell is our majority-owned
subsidiary.
The investment objectives and types of investments for each of the five
Russell Insurance Funds are set forth below. There can be no assurance that
the Funds will realize their objectives. A table showing the expense ratios
for each of the Russell Insurance Funds is included in the Summary above, at
page 3. For more information about the investment objectives and policies,
the attendant risk factors and expenses see the attached prospectus for the
Russell Insurance Funds.
MULTI-STYLE EQUITY FUND. The investment objective of the Multi-Style Equity
Fund is to provide income and capital growth by investing principally in
equity securities. The Multi-Style Equity Fund invests primarily in common
stocks of medium and large capitalization companies. These companies are
predominately US-based, although the Fund may invest a limited portion of its
assets in non-US firms from time to time.
AGGRESSIVE EQUITY FUND. The investment objective of the Aggressive Equity
Fund is to provide capital appreciation by assuming a higher level of
volitility than is ordinarily expected from Multi-Style Equity Fund by
investing in equity securities. The Aggressive Equity Fund invests primarily
in common stocks of small and medium capitalization companies. These
companies are predominately US-based, although the Fund may invest in non-US
firms from time to time.
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<PAGE>
NON-U.S. FUND. The investment objective of the Non-U.S. Fund is to provide
favorable total return and additional diversification for US investors by
investing primarily in equity and fixed-income securities of non-US
companies, and securities issued by non-US governments. The Non-U.S. Fund
invests primarily in equity securities issued by companies domiciled outside
the United States and in depository receipts, which represent ownership of
securities of non-US companies.
REAL ESTATE SECURITIES FUND. The investment objective of the Real Estate
Securities Fund is to generate a high level of total return through above
average current income, while maintaining the potential for capital
appreciation. The Fund seeks to achieve its objective by concentrating its
investments in equity securities of issuers whose value is derived primarily
from development, management and market pricing of underlying real estate
properties.
CORE BOND FUND. The investment objective of the Core Bond Fund is to
maximize total return, through capital appreciation and income, by assuming a
level of volatility consistent with the broad fixed-income market, by
investing in fixed-income securities. The Core Bond Fund invests primarily
in fixed-income securities. In particular, the Fund holds debt securities
issued or guaranteed by the US government, or to a lesser extent by non-US
governments, or by their respective agencies and instrumentalities. It also
holds mortgage-backed securities, including collateralized mortgage
obligations. The Fund also invests in corporate debt securities and
dollar-denominated obligations issued in the US by non-US banks and
corporations (Yankee Bonds). A majority of the Fund's holdings are US
dollar-denominated. From time to time the Fund may invest in municipal debt
obligations.
- -------------------------------------------------------------------------------
DETAILED INFORMATION ABOUT THE POLICY
THE POLICY DESIGN
We have included this simplified description of the Variable
CompLife-Registered Trademark- Policy design in this section to help you
understand how the Policy is constructed. It omits details and important
qualifications which are discussed in the following sections.
The Policy combines a Minimum Guaranteed Death Benefit with Additional
Protection in an integrated policy design. The Minimum Guaranteed Death
Benefit represents permanent life insurance guaranteed for the lifetime of
the insured if premiums are paid when due and no Policy debt is outstanding.
The Additional Protection is guaranteed for a period of years which depends
on the sex and risk classification and age of the insured when the Policy is
issued and the relative proportions of Minimum Guaranteed Death Benefit and
Additional Protection. For an insured aged less than 43 the guaranteed
period is not less than ten years. It is generally longer for younger
insureds and shorter for insureds who are older, but will not be less than
six years.
We place net premiums in the Account divisions you select. The net premiums
increase the Policy Value. The Policy Value is the cumulative amount
invested, adjusted for investment results, reduced by the cost of insurance.
The cost of insurance is based on the net amount at risk. This is the amount
of insurance in force less the Policy Value. The cost of insurance also
reflects the attained age of the insured each year. If you pay premiums when
they are due, and investment experience is favorable, the Policy Value will
increase year by year.
We have designed the Policy so that the increase in Policy Value over time
should reduce the net amount at risk. The reduction in the net amount at
risk offsets the rising cost of the mortality risk as the age of the insured
increases, reducing the total cost of insurance which we subtract from the
Policy Value each year. This scenario depends, however, on the investment
experience which is a principal factor in determining Policy Value.
Investment experience is not guaranteed. If investment experience does not
produce a sufficient rate of return, the amount of Additional Protection will
be reduced in later Policy years, or you will need to pay additional premium
to keep the Additional Protection from falling. For a typical Policy the
average annual net investment rate of return required to maintain the initial
amount of Additional Protection, without additional premium, should be
between 4% and 6%, based on the current charges and dividend scale. Any
excess Policy Value (we call it the "Excess Amount") is simply added to the
death benefit and the cash value, dollar for dollar, unless a greater
increase in the death benefit is required to meet tax requirements for life
insurance. See "Excess Amount", p.15.
The Policy also allows you to pay of additional premiums to purchase variable
paid-up additional insurance. We calculate the values for the additional
insurance separately from those which support the initial amount of
insurance. The values for the variable paid-up additional insurance do not
affect the Policy Value. We allow unscheduled additional premiums to
purchase variable paid-up additional
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<PAGE>
insurance, subject to insurability of the insured when we accept the premiums.
REQUIREMENTS FOR INSURANCE
The minimum amount we require for the Minimum Guaranteed Death Benefit is
$100,000, reduced to $50,000 if the insured is below age 15 or over age 59.
If the initial premium is at least $10,000 ($5,000 for ages below 15) the
required minimum for the Minimum Guaranteed Death Benefit is $1,000. A lower
minimum may apply in some circumstances and will apply if the Policy is
purchased for an employer-sponsored benefit plan. See "Special Policy for
Employers", p. 17. The Minimum Guaranteed Death Benefit must always be at
least $1,000.
Before issuing a Policy, we will require satisfactory evidence of
insurability. Non-smokers who meet preferred underwriting requirements are
considered select risks. Nonsmokers in the second best classification are
considered standard plus risks. The best class of smokers are considered
standard risks. The premium is different for each risk classification. We
charge a higher premium for insureds who do not qualify as select, standard
plus or standard risks. The amount of extra premium depends on the risk
classification in which we place the insured.
PREMIUMS
The Policy provides for a level scheduled premium to be paid annually at the
beginning of each Policy year. Premiums are payable at our Home Office or to
an authorized Agent of Northwestern Mutual Life.
By administrative practice, we accept premiums on a monthly, quarterly or
semi-annual schedule. If you pay premiums more frequently than annually, we
place the scheduled net annual premium in the Account on each Policy
anniversary. We advance this amount on this date and we are reimbursed as we
receive your premium payments. You have no obligation to repay the amount
that we have advanced, but failure to pay the premiums when due will cause
(a) premium payments to be suspended (subject to the conditions described
later in this section), (b) the Policy to continue in force as a reduced
amount of paid-up insurance, or (c) the Policy to terminate. If you do not
pay premiums when they are due, we will reduce the Account assets supporting
the Policy to reflect the premiums due later in the Policy year.
Premiums you pay other than on an annual basis are increased to (1) reflect
the time value of money, based on an 8% interest rate, and (2) cover the
administrative costs to process the additional premium payments. A monthly
premium is currently equal to the annual premium times .0863 plus 50 cents.
Thus, the total of monthly premiums for a year is currently 3.56% plus $6.00
higher than a premium paid annually. You may pay monthly premiums only
through an automatic payment plan arranged with your bank. A quarterly
premium is currently equal to the annual premium times .2573 plus $2.00. A
semiannual premium is equal to the annual premium times .5096 plus $1.35.
The scheduled premium includes the premium for the Minimum Guaranteed Death
Benefit and the premium for any Additional Protection. The amount of the
premium depends on the amount of the Minimum Guaranteed Death Benefit and the
amount of Additional Protection, as well as the insured's age and risk
classification. The amount of the premium also reflects the sex of the
insured except where state or federal law requires that premiums and other
charges and values be determined without regard to sex. We send a notice to
you not less than two weeks before each premium is due.
You may select the proportions of Minimum Guaranteed Death Benefit and
Additional Protection, subject to the required minimum amount for the Minimum
Guaranteed Death Benefit. See "Requirements for Insurance", above.
Policies that include Additional Protection are subject to a minimum premium
that is equal to 70% of the premium for a Policy that consists solely of
Minimum Guaranteed Death Benefit. The premium for the Additional Protection
consists of two times the cost of term insurance (for the insured's age when
the Policy was issued) as long as this amount in combination with the premium
for the Minimum Guaranteed Death Benefit meets the 70% requirement. If this
combination does not meet the 70% requirement the premium for Additional
Protection is increased to bring the total up to the 70% level.
In addition to the premium required for the Minimum Guaranteed Death Benefit
and any Additional Protection, the scheduled premium may include additional
premium to purchase paid-up additional insurance or to increase the Policy
Value. The scheduled premium will also include the premium required for any
additional benefit included as part of the Policy.
After the Policy is issued we will reduce the additional premium included in
the scheduled premium at any time upon your request. You may increase the
additional premium included in the scheduled premium, or you may pay optional
unscheduled additional premiums, at any time before the Policy anniversary
nearest to the insured's 85th birthday, subject to our insurability
requirements and issue limits.
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If the Policy includes Additional Protection, we may require an increased
premium after the guaranteed period to prevent a reduction of the amount of
Additional Protection. We determine the increased premium, if required, each
year as of the date 25 days before the Policy anniversary. You are entitled
to pay the increased premium required to keep the Additional Protection from
falling until the insured reaches age 80 but this right terminates as of the
first Policy anniversary on which you do not pay the increased premium when
it is due.
You may suspend payment of scheduled premiums, at your option, if as of 25
days prior to the Policy anniversary on or before the due date of the
premium, (1) the Excess Amount exceeds one year's minimum premium, and (2)
the Policy Value exceeds the sum of the net single premium for the amount of
insurance then in force, plus the present value of future charges for
expenses, additional benefits, and any extra mortality. See "Excess Amount",
p. 15. The minimum premium is the sum of the premiums for the Minimum
Guaranteed Death Benefit, the Additional Protection and any additional
benefit included in the Policy. We will calculate the net single premium and
the present value of future charges using the mortality basis for the cost of
insurance charges with 6% interest. See "Charges Against the Policy Value",
p. 12. While payment of premiums is suspended, certain charges ordinarily
deducted from premiums will reduce the Policy Value instead. You may resume
payment of scheduled premiums as of any Policy anniversary. You must resume
payment of scheduled premiums as of the next Policy anniversary if the Excess
Amount, as of 25 days prior to the Policy anniversary, is determined to be
less than one year's minimum premium. You may pay unscheduled additional
premiums while suspension of scheduled premiums is in effect, subject to our
insurability requirements and issue limits.
The Policy provides for a grace period of 31 days for any premium that is
not paid when due. The Policy remains in force during this period. If you pay
a premium during the grace period, the values for the Policy will be the same
as if you had paid the premium when it was due. If you do not pay the
premium within the grace period, and the Policy does not qualify for premium
suspension, the Policy will terminate as of the date when the premium was due
and will no longer be in force, unless it is continued as paid-up insurance.
See "Paid-Up Insurance", p. 15. If you surrender a Policy, its cash value
will be paid. See "Cash Value", p. 13.
The following table shows representative annual premiums for a Policy with an
initial amount of $400,000, divided equally between Minimum Guaranteed Death
Benefit and Additional Protection, for male select, standard plus and
standard risks, at three ages.
<TABLE>
<CAPTION>
PREMIUM FOR
MINIMUM MINIMUM
GUARANTEED GUARANTEED PREMIUM FOR
AGE AT DEATH DEATH ADDITIONAL ADDITIONAL TOTAL
ISSUE BENEFIT BENEFIT PROTECTION PROTECTION PREMIUM
- ------ ---------- ----------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
SELECT
15 . . . . . . . . . . $200,000 $1,292 $200,000 $ 588 $ 1,880
35 . . . . . . . . . . 200,000 2,610 200,000 1,010 3,620
55 . . . . . . . . . . 200,000 6,618 200,000 3,320 9,938
STANDARD PLUS
15 . . . . . . . . . . $200,000 $1,406 $200,000 $ 608 $ 2,014
35 . . . . . . . . . . 200,000 2,874 200,000 1,118 3,992
55 . . . . . . . . . . 200,000 7,196 200,000 4,428 11,624
STANDARD
15 . . . . . . . . . . $200,000 $1,612 $200,000 $ 740 $ 2,352
35 . . . . . . . . . . 200,000 3,362 200,000 1,310 4,672
55 . . . . . . . . . . 200,000 8,650 200,000 6,380 15,030
</TABLE>
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DEATH BENEFIT
The death benefit for a Policy includes the Minimum Guaranteed Death Benefit,
any Additional Protection in effect, any Excess Amount and any paid-up
additional insurance. It is reduced by the amount of any Policy debt
outstanding and by an adjustment for any unpaid premiums which have been
applied to purchase paid-up additional insurance.
The Minimum Guaranteed Death Benefit you select when the Policy is issued
will neither increase nor decrease, regardless of the investment experience
of the Account divisions where assets for the Policy are held, so long as you
pay scheduled premiums when they are due and no Policy debt is outstanding.
In setting the premium rates for the Minimum Guaranteed Death Benefit we have
assumed that the Account assets will grow at a net annual rate of 4%. We bear
the risk that the rate of growth will be less. A higher rate of growth
results in an increase in the Policy Value.
The Additional Protection included in a Policy when it is issued will not
increase by reason of investment experience more favorable than the assumed
4% net annual rate of growth. It will not decrease, regardless of investment
experience, until expiration of the guaranteed period, so long as you pay
scheduled premiums when they are due and no Policy debt is outstanding. A
condition for this guarantee is that you must use any dividends paid on the
Policy to increase Policy Value until the end of the guaranteed period unless
the Policy has an Excess Amount. See "Excess Amount" p. 15. After the
guaranteed period, the Additional Protection may be reduced unless the Policy
Value exceeds the amount defined by the formula in the Policy. We calculate
the amount of Policy Value, and the amount of increased premium required to
prevent a reduction in the Additional Protection, 25 days before each Policy
anniversary. You may pay any increased premium required to prevent a
reduction in the Additional Protection each year until the Policy anniversary
nearest the insured's 80th birthday, but this right terminates the first time
you do not pay any required increased premium when it is due.
The Policy Value represents the total cumulative net premiums for the Minimum
Guaranteed Death Benefit and the Additional Protection, including any
additional net premiums or Policy dividends which have been used to increase
the Policy Value, adjusted for investment experience, less the cost of
insurance which we deduct from the Policy Value on each Policy anniversary.
The Policy Value may exceed the amount required to support the Minimum
Guaranteed Death Benefit and the Additional Protection. This may result from
favorable investment experience or from additional premium or Policy
dividends used to increase the Policy Value. The amount by which the Policy
Value exceeds the amount needed to support the Minimum Guaranteed Death
Benefit and the Additional Protection under a specified set of assumptions is
called the Excess Amount. See "Excess Amount", p. 15. Any Excess Amount
will increase the death benefit for the Policy, dollar-for-dollar, except as
described in the next paragraph. The Policy Value and any Excess Amount
change daily.
We have designed the Policy to meet the definitional requirements for life
insurance in Section 7702 of the Internal Revenue Code. See "Tax Treatment
of Policy Benefits," p. 17. These rules require that the death benefit will
never be less than the Policy Value divided by the net single premium per
dollar of death benefit. The required difference between the death benefit
and the Policy Value is higher at younger ages than at older ages. The
Policy provides for an increase in the death benefit to the extent required
to meet this test. After the death benefit has been increased to meet this
requirement an increase in the Policy Value will cause a greater than
dollar-for-dollar increase in the death benefit, and a decrease in the Policy
Value will cause a greater than dollar-for-dollar decrease in the death
benefit.
The death benefit is increased by the amount of any paid-up additional
insurance purchased with additional premium or Policy dividends. The amount
and value of the paid-up additional insurance vary daily to reflect
investment experience and are not guaranteed. The amount of any paid-up
additional insurance is its value used as a net single premium at the
attained age of the insured.
POLICY VALUE AND PAID-UP ADDITIONAL INSURANCE
We determine the Policy Value and the value of any paid-up additional
insurance daily by separate calculations. An increase or decrease in the
Policy Value has no effect on the value of any paid-up additional insurance,
and an increase or decrease in the value of any paid-up additional insurance
has no effect on the Policy Value. You may increase or decrease the amount
of scheduled additional premium which you are paying to increase the Policy
Value or to increase the amount of paid-up additional insurance, and you may
change the allocation for applying this additional premium. You must make
changes in the scheduled additional premium and its allocation by written
request. We may require evidence of insurability. We do not permit
increases in the scheduled additional premium after the Policy anniversary
nearest the insured's 85th birthday.
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<PAGE>
You may transfer the value of paid-up additional insurance to increase the
Policy Value by written request. This will generally result in a decrease in
the total death benefit. You may not transfer Policy Value to the value of
paid-up additional insurance.
ALLOCATIONS TO THE ACCOUNT
We place the first net annual premium for the Policy, including any net
scheduled additional premium, in the Account on the Policy date. We place
the net scheduled annual premium in the Account on each Policy anniversary
thereafter even if you are paying premiums on an other-than-annual frequency.
We will place net unscheduled premiums in the Account on the date they are
received at our Home Office. Net premiums are premiums less the deductions
from premiums. See "Deductions from Premiums", below.
We invest premiums placed in the Account prior to the initial allocation date
in the Money Market Division of the Account. The initial allocation date is
identified in the Policy and is the latest of the Policy date, 45 days after
the date of the completed application or 32 days after we approve the
application. On the initial allocation date we invest the amount in the Money
Market Division in the Account divisions as you have directed in the
application for the Policy. You may change the allocation for future net
premiums at any time by written request and the change will be effective for
premiums placed in the Account thereafter. If you allocate any portion of a
premium to a division, the division must receive at least 10% of that
premium.
You may apportion the Account assets supporting your Policy among as many as
ten divisions of the Account at any one time.
You may transfer accumulated amounts from one division of the Account to
another as often as twelve times in a Policy year. Transfers are effective
on the date we receive a written request at our Home Office. We reserve the
right to charge a fee of up to $25 to cover administrative costs of
transfers. No fee is presently charged.
DEDUCTIONS AND CHARGES
DEDUCTIONS FROM PREMIUMS We deduct a charge for taxes attributable to
premiums from each premium. The total amount of this deduction is 3.5% of
the premium. Of this amount 2.25% is for state premium taxes. Premium taxes
vary from state to state and currently range from .5% to 3.5% of life
insurance premiums. The 2.25% rate is an average. The tax rate for a
particular state may be lower, higher, or equal to the 2.25% deduction. We
do not expect to profit from this charge. The remainder of the deduction,
1.25% of each premium, is for federal income taxes measured by premiums. We
believe that this charge does not exceed a reasonable estimate of an increase
in our federal income taxes resulting from a change in the Internal Revenue
Code relating to deferred acquisition costs.
We deduct a charge of 4.5% for sales costs from each premium. We expect to
recover our sales expenses from this amount, over the period while the
Policies are in force, and from the surrender charges described below. The
amounts we deduct for sales costs in a Policy year are not specifically
related to sales costs incurred that year. To the extent that sales expenses
exceed the amounts deducted, we will pay the expenses from our other assets.
These assets may include, among other things, any gain realized from the
charge against the assets of the Account for the mortality and expense risks
we have assumed. See "Charges Against the Account Assets", p. 12. To the
extent that the amounts deducted for sales costs exceed the amounts needed,
we will realize a gain.
We deduct an annual charge of $60 from premiums each year for administrative
costs to maintain the Policy. These expenses include costs of premium
billing and collection, processing claims, keeping records and communicating
with Policyowners. We retain the right to increase this charge after 10
years, but it is guaranteed not to exceed $84 plus 12 cents per $1,000 of
both the Minimum Guaranteed Death Benefit and the Additional Protection. We
do not expect to profit from this charge.
We deduct an annual charge from premiums each of the first 10 years to
compensate us for expenses, other than sales expenses, incurred in
conjunction with issuance of the Policy. These expenses include the costs of
processing applications, medical examinations, determining insurability and
establishing records. The annual amount of this charge is $24 plus 12 cents
per $1,000 of Minimum Guaranteed Death Benefit and Additional Protection. If
you surrender the Policy before these charges have been deducted for 10
years, the remaining charges will be reflected in the administrative
surrender charge. See "Surrender Charges", p. 12.
We deduct an annual charge of 12 cents per $1,000 of Minimum Guaranteed Death
Benefit from premiums each year to compensate us for the risk we have assumed
by guaranteeing the Minimum Guaranteed Death Benefit, as long as you pay all
premiums when they are due, no matter how unfavorable investment performance
may be.
We will also deduct any extra amounts we charge for insureds who do not
qualify as select, standard plus or standard risks, plus the cost of any
additional benefits purchased with the Policy, to determine the net annual
premium.
11
<PAGE>
CHARGES AGAINST THE POLICY VALUE We deduct a cost of insurance charge from
the Policy Value on each Policy Anniversary. We determine the amount by
multiplying the net amount at risk by the cost of insurance rate. The net
amount at risk is the projected insurance amount, discounted at 4%, less the
Policy Value. The projected insurance amount is the amount of insurance at
the end of the Policy year, assuming that the Policy Value increases by the
4% annual growth rate assumed in constructing the Policy. The cost of
insurance rate reflects the attained age of the insured. For select and
standard risks, the cost of insurance rate is based on the Commissioners 1980
Standard Ordinary Smoker and Non-Smoker Mortality Tables. For other risks,
the cost of insurance rate is based on the Commissioners 1980 Standard
Ordinary Mortality Tables. The cost of insurance rates are included in the
Policy. We also deduct a cost of insurance charge from the cash value of any
paid-up additional insurance on each Policy anniversary. If we receive an
unscheduled premium on a day other than a Policy anniversary and the net
amount at risk increases as a result, we will deduct a cost of insurance
charge on that day, reflecting the increase in the net amount at risk and the
portion of the Policy year remaining.
While payment of premiums is suspended, a portion of the annual charges which
we would ordinarily deduct from premiums will be deducted from the Policy
Value instead. We will also make this deduction on the Policy anniversary
each year.
We will also reduce the Policy Value by any surrender charges, administrative
charges or decrease in Policy debt that may result from a withdrawal, a
decrease in the face amount of insurance or a change to variable benefit
paid-up insurance.
CHARGES AGAINST THE ACCOUNT ASSETS There is a daily charge to the Account
for the mortality and expense risks that we have assumed. The charge is at
the annual rate of .60% of the assets of the Account. The mortality risk is
that insureds may not live as long as we estimated. The expense risk is that
expenses of issuing and administering the Policies may exceed the estimated
costs. We will realize a gain from this charge to the extent it is not
needed to provide benefits and pay expenses under the Policies. The actual
mortality and expense experience under the Policies will be the basis for
determining dividends. See "Annual Dividends", p. 13.
The Policies provide that a charge for taxes may be made against the assets
of the Account. We are not currently making a daily charge for federal income
taxes we have incurred. In no event will the charge for taxes exceed that
portion of our actual tax expenses which is fairly allocable to the Policies.
TRANSACTION CHARGES The Policy provides for a fee of up to $25 for a
transfer of assets among the Account divisions and for a fee of up to $25 for
a withdrawal of Excess Amount. We are currently waiving these charges.
SURRENDER CHARGES If you surrender the Policy before you have paid the
premium that is due at the beginning of the fifteenth year, we will deduct
surrender charges from the Policy Value. A table of surrender charges is in
the Policy.
The surrender charges consist of an administrative surrender charge and a
premium surrender charge. The administrative surrender charge is equal to
the sum of the issue expense charges which we have not deducted. The
administrative surrender charge in the first Policy year is $216, plus $1.08
per $1,000 of Minimum Guaranteed Death Benefit and Additional Protection.
This charge grades down linearly each year as you pay the premium (or payment
of premiums is suspended) and is zero after you have paid the premium that is
due at the beginning of the tenth Policy year (or it is suspended).
The premium surrender charge is a percentage (shown in the table below) of
the surrender charge base. If payment of the premium for a Policy year has
been suspended, the premium surrender charge percentage will be as if you had
paid the annual premium. During the first five policy years, if you pay
premiums more frequently than annually we will adjust the premium surrender
charge percentages to reflect the actual period for which you have paid
premiums.
If none of the premium payments during the first five Policy years have been
suspended, the surrender charge base equals the sum of an annual premium for
the Minimum Guaranteed Death Benefit (exclusive of the Policy fee and
exclusive of any charge for extra mortality) plus a term insurance premium
for the initial amount of Additional Protection.
If any of the premium payments during the first five Policy years have been
suspended, the surrender charge base equals the lesser of (1) the sum of an
annual premium for the Minimum Guaranteed Death Benefit (exclusive of the
Policy fee and exclusive of any charge for extra mortality) plus a term
insurance premium for the initial amount of Additional Protection, and (2)
the sum of the total premiums paid (exclusive of any premiums for additional
benefits purchased with the Policy, and premiums for extra mortality, and any
extra amount for premiums paid more often than annually) divided by the
number of years (including fractions), but not more than five, for which
premiums have been paid or suspended.
12
<PAGE>
<TABLE>
<CAPTION>
FOR POLICIES PREMIUM SURRENDER CHARGE
SURRENDERED AFTER PERCENTAGE
PAYMENT OF THE --------------------------------------
BEGINNING OF YEAR ISSUE AGE 65 AND UNDER ISSUE AGE 75
----------------- ---------------------- ------------
<S> <C> <C>
1 24% 24%
2 28% 25.5%
3 32% 27%
4 36% 28.5%
5 through 10 40% 30%
11 32% 24%
12 24% 18%
13 16% 12%
14 8% 6%
15 and later 0% 0%
</TABLE>
For issue ages 66 through 74, the percentages are determined by linear
interpolation between the percentages shown.
GUARANTEE OF PREMIUMS, DEDUCTIONS AND CHARGES
We guarantee and may not increase the premiums for the Minimum Guaranteed
Death Benefit and the charge for mortality and expense risks. These amounts
will not increase regardless of future changes in longevity or increases in
expenses.
CASH VALUE
The cash value for the Policy will change daily in response to investment
results. No minimum cash value is guaranteed. The cash value is equal to the
Policy Value plus the value of any paid-up additional insurance, reduced by
any Policy debt outstanding and the surrender charges. If you are not paying
premiums on an annual basis we reduce the cash value for any premiums due
later in the Policy year.
We determine the cash value for a Policy at the end of each valuation period.
Each business day, together with any non-business days before it, is a
valuation period. A business day is any day on which the New York Stock
Exchange is open for trading. In accordance with the requirements of the
Investment Company Act of l940, we may also determine the cash value for a
Policy on any other day on which there is sufficient trading in securities to
materially affect the value of the securities held by the Portfolios or Funds.
You may surrender your Policy for the cash value at any time during the
lifetime of the insured. Alternatively, you may request that we apply the
cash value to provide a reduced amount of fixed or variable paid-up
insurance. See "Paid-Up Insurance", p.15.
We will permit partial surrenders of the Policies so long as the Policy that
remains meets the regular minimum size requirements. A partial surrender
will cause the Policy to be split into two Policies. One Policy will be
surrendered; the other will continue in force on the same terms as the
original Policy except that the premiums will be based on the reduced amount
of insurance. You will receive a new Policy document. The cash value and
the death benefit will be proportionately reduced. We will make a deduction
from the Policy proceeds for a proportionate part of the surrender charges if
a partial surrender takes place before you have paid the premium that is due
at the beginning of the fifteenth Policy year. We will make a transaction
charge when a partial surrender is effected. The amount of the transaction
charge will not exceed the actual administrative costs for the transaction.
We currently expect this charge to be $250.
ANNUAL DIVIDENDS
The Policies share in divisible surplus to the extent we determine annually.
We will distribute a Policy's share annually as a dividend payable on each
Policy anniversary. Dividends under participating policies may be described
as refunds of premiums which adjust the cost of a policy to the actual level
of cost emerging over time after the policy's issue. Thus participating
policies generally have gross premiums which are higher than those for
comparable non-participating policies. Both federal and state tax law
recognize that a dividend is considered to be a refund of a portion of the
premium paid.
Dividend illustrations published at the time a life insurance policy is
issued reflect the actual recent experience of the issuing company with
respect to investment earnings, mortality and expenses. State law generally
prohibits a company from projecting or estimating future results. State law
also requires that dividends be paid out of surplus, after certain necessary
amounts are set aside, and that such surplus be apportioned equitably among
participating policies. In summary, dividends must be based on actual
experience and cannot be guaranteed at issue of a policy.
Our actuary annually examines current and recent experience and compares
these results with those which were assumed in determining premium rates when
each class of policies was issued. We determine classes by such factors as
year of issue, age, plan of insurance and risk classification. The actuary
then determines the amount of dividends to be equitably apportioned to each
class of policies. Following the actuary's recommendations, our Trustees
adopt a dividend scale each year, thereby authorizing the distribution of the
dividend.
We have no significant actual mortality experience with variable life
insurance policies. For purposes of the current dividend scale used for the
illustrations in this prospectus, we have assumed that mortality experience
in connection with the Policies will be
13
<PAGE>
comparable to that actually experienced with fixed benefit life insurance.
Dividends for variable life insurance are generally lower than those for
participating fixed benefit life insurance, primarily because a variable life
insurance policy provides a contractual mechanism for translation of
investment experience into a variable death benefit and variable cash value.
For participating fixed benefit life insurance the dividend includes amounts
produced by favorable investment results. Dividends based on the Minimum
Guaranteed Death Benefit for the Policies described in this prospectus are
expected be relatively low during the first 15 Policy years.
The prospectus illustrations show dividends being used to increase the Policy
Value. If the Policy has Additional Protection in force, the dividends will
be used to increase the Policy Value unless the Policy has Excess Amount.
See "Excess Amount", p. 15. If the Policy has Excess Amount, or if no
Additional Protection is in force, you may use dividends to purchase variable
benefit paid-up additional insurance, or to pay premiums, or we will pay the
dividend in cash. If the Policy is in force as fixed benefit paid-up
insurance, you may use dividends to purchase fixed benefit paid-up additional
insurance or we will pay you the dividend in cash. If the Policy is in force
as variable benefit paid-up insurance, you may use the dividends to purchase
variable benefit paid-up additional insurance or we will pay you the dividend
in cash.
LOANS AND WITHDRAWALS
You may borrow up to 90% of the Policy's cash value using the Policy as
security. If a Policy loan is already outstanding, the maximum amount for any
new loan is 90% of the amount of cash value the Policy would have if there
were no loan, less the amount already borrowed. You may take loan proceeds
in cash or you may apply them to pay premiums on the Policy.
Interest on a Policy loan accrues and is payable on a daily basis. We add
unpaid interest to the amount of the loan. If the amount of the loan equals
or exceeds the Policy's cash value, the Policy will terminate. We will send
you a notice at least 31 days before the termination date. The notice will
show how much you must be repay to keep the Policy in force.
You select the Policy loan interest rate. A specified annual effective rate
of 5% is one choice. The other choice is a variable rate based on a corporate
bond yield index. We will adjust the variable rate annually, but it will not
be less than 5%.
We will take the amount of a Policy loan, including interest as it accrues,
from the Account divisions in proportion to the amounts in the divisions. We
will transfer the amounts withdrawn to our general account and will credit
those amounts on a daily basis with an annual earnings rate equal to the
Policy loan interest rate less a charge for the mortality and expense risks
we have assumed and for expenses, including taxes. The aggregate charge is
currently at the annual rate of .90% for the 5% specified Policy loan
interest rate and .90% for the variable Policy loan interest rate. For
example, the earnings rate corresponding to the specified 5% Policy loan
interest rate is currently 4.10%. A Policy loan, even if it is repaid, will
have a permanent effect on the Policy Value and cash value because the
amounts borrowed will not participate in the Account's investment results
while the loan is outstanding. The effect may be either favorable or
unfavorable depending on whether the earnings rate credited to the loan
amount is higher or lower than the rate credited to the unborrowed amount
left in the Account.
Except when the Policy is in force as fixed benefit paid-up insurance, we
will allocate a Policy loan between Policy Value and variable paid-up
additional insurance in proportion to the amount of cash value attributable
to each.
You may repay a Policy loan, and any accrued interest outstanding, in whole
or in part, at any time. We will credit payments as of the date we receive
them and transfer them from our general account to the Account divisions, in
proportion to the amounts in the divisions, as of the same date.
You may make a withdrawal if the Excess Amount is sufficient. See "Excess
Amount", p. 15. A withdrawal may neither decrease the Excess Amount to less
than the surrender charge which would apply if the Policy were surrendered
nor reduce the loan value to less than any Policy debt outstanding. The
minimum amount for withdrawals is $250. An administrative charge of up to
$25 may apply, but we are currently waiving that charge.
A withdrawal of Policy Value decreases the death benefit by the same amount.
If the death benefit for a Policy has been increased to meet the federal tax
requirements for life insurance, the decrease in the death benefit caused by
a subsequent withdrawal may be larger than the amount of the withdrawal.
If cumulative withdrawals exceed the cumulative additional premiums which
have been used to increase the Policy Value, with both withdrawals and
premiums increased by 4% annual interest, subsequent unfavorable investment
experience may cause the Policy to lapse unless you pay an additional
unscheduled premium to increase the Policy Value. The due date for this
premium is the Policy anniversary following written notice to you.
14
<PAGE>
EXCESS AMOUNT
The Excess Amount is the amount by which the Policy Value exceeds the Tabular
Cash Value for the sum of the Minimum Guaranteed Death Benefit and any
Additional Protection in effect. The Tabular Cash Value is an amount equal to
a Policy Value calculated assuming (1) a whole life Policy with a face amount
equal to the sum of the Minimum Guaranteed Death Benefit and the Additional
Protection, (2) all premiums are paid when due, (3) no additional premiums or
dividends used to increase Policy Value, (4) a 4% level annual rate of return,
and (5) maximum Policy charges apply. If you are not paying premiums on an
annual basis, the Excess Amount is reduced for any premiums due later in the
Policy year.
PAID-UP INSURANCE
If you do not pay a premium within the 31-day grace period, and the Policy does
not qualify for suspension of premium payments, the Policy will continue in
force as a reduced amount of fixed benefit paid-up insurance. Alternatively you
may select a reduced amount of variable benefit paid-up insurance. You must make
this selection during the grace period or sooner.
If the Policy is in force as a reduced amount of fixed benefit paid-up
insurance, we will transfer the amount of the cash value from the Account to our
general account. Thereafter the Policy will not participate in the Account's
investment results unless the Policy is subsequently reinstated. See
"Reinstatement", below. The minimum cash value for fixed benefit paid-up
insurance is $1,000. If the cash value is less than $1,000 as of the last day
of the grace period we will treat the Policy as surrendered. You may select
variable benefit paid-up insurance only if the cash value of the Policy is at
least $5,000.
We determine the amount of paid-up insurance by applying the amount of cash
value plus any Policy debt as a net single premium at the attained age.
Paid-up insurance has cash and loan values. For fixed benefit paid-up
insurance the amounts of these are guaranteed. For variable paid-up insurance
neither the death benefit or the cash value is guaranteed. Paid-up insurance
remains in force for the lifetime of the insured unless you surrender or
terminate the Policy. While the Policy is in force as either fixed or
variable benefit paid-up insurance the Minimum Guaranteed Death Benefit and
any Additional Protection will not be in effect. Any Policy debt will
continue.
REINSTATEMENT
If a premium is due and remains unpaid after the grace period expires, the
Policy may be reinstated while the insured is alive within three years after the
premium due date. The insured must provide satisfactory evidence of insurability
unless reinstatement takes place within 31 days after the end of the grace
period. We may require a substantial payment. Following reinstatement the
Policy will have the same Minimum Guaranteed Death Benefit, Additional
Protection, Policy Value and paid-up additional insurance as if minimum premiums
had been paid when due. We will credit a 4% rate of investment earnings for the
period from the due date of the overdue premium to the date of reinstatement.
We will make an adjustment for any Policy debt or the debt may be reinstated.
The Policy may not be reinstated if you have surrendered it for its cash value.
RIGHT TO RETURN POLICY
You may return a Policy for a full refund of the premium you paid within 45 days
after you sign the application for insurance, or within 10 days after you
received the Policy, or within 10 days after a Notice of Cancellation Right is
mailed or delivered to you, whichever date is latest. You may mail or deliver
the Policy to the agent who sold it or to our Home Office. If returned, we will
consider the Policy void from the beginning.
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY
You may exchange a Policy for a whole life insurance policy with benefits that
do not vary with the investment experience of a separate account. You may elect
the exchange at any time within twenty-four months after the issue date of the
Policy provided premiums are duly paid. We do not require evidence of
insurability.
The new policy will be on the life of the same insured and will have the same
initial guaranteed death benefit, policy date and issue age. The premiums and
cash values will be the same as those for fixed benefit policies we issued on
the issue date of the Policy.
The exchange will be subject to an equitable cash adjustment. The amount will
recognize the difference in premiums and investment performance of the two
policies.
An exchange will be effective when we receive a proper written request, as well
as the Policy and any amount due on the exchange.
You may also exchange a Policy for a fixed benefit policy if either of the
mutual funds changes its investment adviser or if there is a material change in
the investment policies of a Portfolio or Fund. You will be given notice of any
such change and will have 60 days to make the exchange.
15
<PAGE>
OTHER POLICY PROVISIONS
OWNER. The owner is identified in the Policy. The owner may exercise all rights
under the Policy while the insured is living. Ownership may be transferred to
another. Written proof of the transfer must be received by Northwestern Mutual
Life at its Home Office. In this prospectus "you" means the owner or
prospective purchaser of a Policy.
BENEFICIARY. The beneficiary is the person to whom the death benefit is
payable. The beneficiary is named in the application. After the Policy is issued
you may change the beneficiary in accordance with the Policy provisions.
INCONTESTABILITY. We will not contest a Policy after it has been in force
during the lifetime of the insured for two years from the date of issue.
SUICIDE. If the insured dies by suicide within one year from the date of issue,
the amount payable under the Policy will be limited to the premiums paid, less
the amount of any Policy debt and withdrawals and less the cash value of any
variable paid-up insurance surrendered.
MISSTATEMENT OF AGE OR SEX. If the age or sex of the insured has been
misstated, we will adjust benefits under a Policy to reflect the correct age and
sex.
COLLATERAL ASSIGNMENT. You may assign a Policy as collateral security. We are
not responsible for the validity or effect of a collateral assignment and will
not be deemed to know of an assignment before receipt of the assignment in
writing at our Home Office.
PAYMENT PLANS. The Policy provides a variety of payment plans for Policy
benefits. Any Northwestern Mutual Life agent authorized to sell the Policies can
explain these provisions on request.
DEFERRAL OF DETERMINATION AND PAYMENT. So long as premiums have been paid when
due, we will ordinarily pay Policy benefits within seven days after we receive
all required documents at our Home Office. However, we may defer determination
and payment of benefits during any period when it is not reasonably practicable
to value securities because the New York Stock Exchange is closed or an
emergency exists or the Securities and Exchange Commission, by order, permits
deferral for the protection of Policyowners.
If a Policy is in force as fixed benefit paid-up insurance, we have the right to
defer payment of the cash value for up to six months from the date of a Policy
loan or surrender. If payment is deferred for 30 days or more we will pay
interest at an annual effective rate of 4%.
VOTING RIGHTS
We are the owner of the mutual fund shares in which all assets of the Account
are invested. As the owner of the shares we will exercise our right to vote the
shares to elect directors of the funds, to vote on matters required to be
approved or ratified by mutual fund shareholders under the Investment Company
Act of 1940 and to vote on any other matters that may be presented to any
shareholders' meeting of the funds. However, we will vote the shares held in the
Account in accordance with instructions from owners of the Policies. We will
vote any shares held in our general account in the same proportions as the
shares for which voting instructions are received. If the applicable laws or
regulations change so as to permit us to vote the shares in our own discretion,
we may elect to do so.
The number of mutual fund shares for each division of the Account for which the
owner of a Policy may give instructions is determined by dividing the amount of
the Policy's cash value apportioned to that division, if any, by the per share
value for the corresponding Portfolio or Fund. The number will be determined as
of a date we choose, but not more than 90 days before the shareholders' meeting.
Fractional votes are counted. We will solicit voting instructions with written
materials at least 14 days before the meeting. We will vote shares as to which
we receive no instructions in the same proportion as the shares as to which we
receive instructions.
We may, if required by state insurance officials, disregard voting instructions
which would require mutual fund shares to be voted for a change in the
sub-classification or investment objectives of a Portfolio or Fund, or to
approve or disapprove an investment advisory agreement for either of the mutual
funds. We may also disregard voting instructions that would require changes in
the investment policy or investment adviser for either a Portfolio or a Fund,
provided that we reasonably determine to take this action in accordance with
applicable federal law. If we disregard voting instructions we will include a
summary of the action and reasons therefor in the next semiannual report to the
owners of the Policies.
SUBSTITUTION OF FUND SHARES AND OTHER CHANGES
If, in our judgment, a Portfolio or Fund becomes unsuitable for continued use
with the Policies because of a change in investment objectives or restrictions,
we may substitute shares of another Portfolio or Fund or another mutual fund.
Any substitution of shares will be subject to any required approval of the
Securities and Exchange Commission, the Wisconsin Commissioner of Insurance or
other regulatory authority. We have also reserved the right, subject to
applicable federal and state law, to operate the Account or any of its
16
<PAGE>
divisions as a management company under the Investment Company Act of 1940,
or in any other form permitted, or to terminate registration of the Account
if registration is no longer required, and to change the provisions of the
Policies to comply with any applicable laws.
REPORTS
For each Policy year (unless a Policy is in force as fixed benefit paid-up
insurance) you will receive a statement showing the death benefit, cash value
and any Policy loan (including interest charged) as of the anniversary date.
This report will show the apportionment of invested assets among the Account
divisions. You will also receive annual and semiannual reports for the Account
and both of the mutual funds, including financial statements.
SPECIAL POLICY FOR EMPLOYERS
A reduced minimum amount applies for Policies where the insurance involves an
employer sponsored benefit plan or arrangement. The sum of the Minimum
Guaranteed Death Benefit and the Additional Protection must be at least $10,000,
of which the Minimum Guaranteed Death Benefit must be at least $1,000. The
premium for the Additional Protection is two times the cost of term insurance
for the insured's age when the Policy is issued.
These Policies for employers may include a provision to permit the amount of
Additional Protection to increase after issue. Any such increase amount must be
based on the terms of the benefit plan or arrangement and may not be subject to
the discretion of the insured or the insured's beneficiary. A description of
the method of determining the amount of any increase is included in the Policy.
Changes to the amount of Additional Protection will be effective on Policy
anniversaries. The surrender charge and all charges for issue and
administrative expenses will be based on the initial amount of Additional
Protection.
For certain situations where the insurance involves an employer sponsored
benefit plan or arrangement, federal law and the laws of certain states may
require that premiums and annuity rates be determined without regard to sex.
Special Policies are available for this purpose. You are urged to review any
questions in this area with qualified counsel.
DISTRIBUTION OF THE POLICIES
We sell the Policies through individuals who, in addition to being licensed life
insurance agents of Northwestern Mutual Life, are registered representatives of
Northwestern Mutual Investment Services, LLC ("NMIS"), our wholly-owned
subsidiary. NMIS is a registered broker-dealer under the Securities Exchange Act
of 1934 and is a member of the National Association of Securities Dealers. NMIS
was organized in 1968 and is a Wisconsin limited liability company. Its address
is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. The Internal Revenue
Service Employer Identification Number of NMIS is 39-0509570.
Commissions paid to the agents will not exceed 40% of the premium for the first
year, 6% of the premium for the second through tenth years, and 2-3/4% of the
premium thereafter.
Agents who meet certain productivity and persistency standards receive
additional compensation. We may pay new agents differently during a training
period. General agents and district agents who are registered representatives of
NMIS and have supervisory responsibility for sales of the Policies receive
commission overrides and other compensation.
TAX TREATMENT OF POLICY BENEFITS
The Policies are "life insurance contracts" as that term is defined in Sections
7702 and 817(h) of the Internal Revenue Code. Increases in cash value under a
Policy are not taxable until actual surrender of the Policy. Upon surrender, the
amount received is taxable at ordinary income rates under Section 72(e) of the
Code to the extent it exceeds the amount of the premiums paid under the Policy
less any dividends or other amounts previously received tax-free (basis of the
Policy). Death benefits are excludable from the beneficiary's gross income under
Section l0l(a) of the Code.
Under certain limited circumstances, all or part of a partial surrender or a
withdrawal during the first 15 years may be taxable on a "gain first basis" to
the extent that the cash value of the Policy exceeds the basis of the Policy.
This means the amount surrendered or withdrawn may be taxable even if that
amount is less than the basis of the Policy.
We believe that loans received under the Policies (except modified endowment
contracts as described below) will be construed as indebtedness of an owner in
the same manner as loans under a fixed benefit life insurance policy and that no
part of any loan under a Policy will constitute income to the owner.
Policies will be classified as modified endowment contracts under Section 7702A
of the Internal Revenue Code if the aggregate premium paid during the first 7
years exceeds a defined "7-pay limit". Generally, this can occur if significant
additional premiums are paid or the death benefit is reduced within the first 7
years or if additional benefits are added to the Policy.
For Policies that are modified endowment contracts, withdrawals, partial
surrenders, Policy loans and dividends paid in cash are taxable as income on a
gain
17
<PAGE>
first basis. The taxable portion of these distributions would also be subject
to a 10% penalty if received prior to age 59 1/2, disability or
annuitization. For purposes of determining taxable income, all Policies that
are modified endowment contracts (including any fixed dollar policies that
are modified endowment contracts) issued by Northwestern Mutual Life to the
Policyowner during the same calendar year are aggregated.
Federal estate and state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend upon the
circumstances of each Policy owner or beneficiary.
The foregoing summary does not purport to be complete or to cover all
situations. Counsel and other competent advisers you should consult for more
complete information.
- ------------------------------------------------------------------------------
OTHER INFORMATION
MANAGEMENT
Northwestern Mutual Life is managed by a Board of Trustees. The Trustees and
senior officers of Northwestern Mutual Life and their positions including
Board committee memberships, and their principal occupations, are as follows:
TRUSTEES
<TABLE>
<CAPTION>
Principal Occupation During Last
Name Five Years
- ---- ---------------------------------
<S> <C>
R. Quintus Anderson (A) ............... Chairman, Aarque Capital Corporation
since 1997, prior thereto; Chairman, The
Aarque Companies, Jamestown, NY
(diversified metal products
manufacturing)
Edward E. Barr (HR) ................... Chairman, Sun Chemical Corporation, Fort
Lee, New Jersey (graphic arts) since
1998; prior thereto, President and Chief
Executive Officer. President and Chief
Executive Officer, DIC Americas, Inc.,
Fort Lee, NJ
Gordon T. Beaham, III (OT). ........... Chairman of the Board and President,
Faultless Starch/Bon Ami Company, Kansas
city, MO (consumer products
manufacturer)
Robert C. Buchanan (A, E, F) .......... President and Chief Executive Officer,
Fox Valley Corporation, Appleton, WI
(manufacturer of gift wrap and writing
paper)
Robert E. Carlson (E) ................. Executive Vice President of Northwestern
Mutual Life
George A. Dickerman (AM) .............. Chairman of the Board, Spalding Sports
Worldwide, Chicopee, MA (manufacturer of
sporting equipment) since 1998; prior
thereto, President
Pierre S. du Pont (AM) ................ Attorney, Richards, Layton and Finger,
Wilmington, DE
James D. Ericson (AM, E, F. HR, OT) ... President and Chief Executive Officer of
Northwestern Mutual Life
J. E. Gallegos (A) .................... Attorney at Law; President, Gallegos Law
Firm, Santa Fe, New Mexico
Stephen N. Graff (E, F, OT) ........... Retired Partner, Arthur Andersen LLP
(public accountants)
Patricia Albjerg Graham (HR) .......... Professor, Graduate School of Education,
Harvard University, Cambridge, MA, and
President, The Spencer Foundation
(social and behavioral sciences)
Stephen F. Keller (HR) ................ Attorney. Former Chairman, Santa Anita
Realty Enterprises since 1997; prior
thereto, Chairman
Barbara A. King (AM) .................. President, Landscape Structures, Inc.,
Delano, MN (manufacturer of playground
equipment)
J. Thomas Lewis (HR) .................. Attorney (retired), New Orleans, LA
since 1998; prior thereto, Attorney with
Monroe & Lemann, New Orleans, LA
18
<PAGE>
Daniel F. McKeithan, Jr. (E, F, HR) ... President, Tamarack Petroleum Company,
Inc., Milwaukee, WI (operator of oil and
gas wells); President, Active Investor
Management, Inc., Milwaukee, WI
Guy A. Osborn (E, F, OT) .............. Retired Chairman of Universal Foods
Corporation, Milwaukee, WI since 1997;
prior thereto, Chairman and Chief
Executive Officer
Timothy D. Proctor (A) ................ Director, Worldwide Human Resources of
Glaxo Wellcome plc, Research Triangle
Park, NC, since 1998; prior thereto,
Senior Vice President Human Resources,
General Counsel & Secretary
(pharmaceuticals)
Donald J. Schuenke (AM, E, F) ......... Retired Chairman of Northwestern Mutual
Life
H. Mason Sizemore, Jr. (AM) ........... President and Chief Operating Officer,
The Seattle Times, Seattle, WA
(publishing)
Harold B. Smith (OT) .................. Chairman, Executive Committee, Illinois
Tool Works, Inc., Chicago, IL
(engineered components and industrial
systems and consumables)
Sherwood H. Smith, Jr. (AM) ........... Chairman of the Board of Carolina Power
& Light since 1997; prior thereto,
Chairman of the Board and Chief
Executive Officer
John E. Steuri (OT) ................... Chairman, Advanced Thermal Technologies,
Little Rock, AR since 1997 (heating,
air-conditioning and humidity control).
Retired since 1996 as Chairman and Chief
Executive Officer of ALLTEL Information
Services, Inc., Little Rock, AR
(application software)
John J. Stollenwerk (AM, E, F) ........ President and Owner, Allen-Edmonds Shoe
Corporation, Port Washington, WI
Barry L. Williams (HR) ................ President and Chief Executive Officer of
Williams Pacific Ventures, Inc., Redwood
City, CA (venture capital)
Kathryn D. Wriston (A) ................ Director of various corporations, New
York, NY
</TABLE>
A -- Member, Audit Committee
AM -- Member, Agency and Marketing Committee
E -- Member, Executive Committee
F -- Member, Finance Committee
HR -- Member, Human Resources and Public Policy Committee
OT -- Member, Operations and Technology Committee
SENIOR OFFICERS (OTHER THAN TRUSTEES)
<TABLE>
<CAPTION>
Position With
Name Northwestern Mutual Life
- --------------------------------------------------------------------------------------
<S> <C>
John M. Bremer Executive Vice President, General Counsel
and Secretary
Peter W. Bruce Executive Vice President
Edward J. Zore Executive Vice President
Deborah A. Beck Senior Vice President
William H. Beckley Senior Vice President
Mark G. Doll Senior Vice President
Richard L. Hall Senior Vice President
William C. Koenig Senior Vice President and Chief Actuary
Donald L. Mellish Senior Vice President
Mason G. Ross Senior Vice President
Leonard F. Stecklein Senior Vice President
19
<PAGE>
Frederic H. Sweet Senior Vice President
Dennis Tamcsin Senior Vice President
Walter J. Wojcik Senior Vice President
Gary E. Long Vice President and Controller
</TABLE>
REGULATION
We are subject to the laws of Wisconsin governing insurance companies and to
regulation by the Wisconsin Commissioner of Insurance. We file an annual
statement in a prescribed form with the Department of Insurance on or before
March 1 in each year covering operations for the preceding year and including
financial statements. Regulation by the Wisconsin Insurance Department includes
periodic examination to determine solvency and compliance with insurance laws.
We are also subject to the insurance laws and regulations of the other
jurisdictions in which we are licensed to operate.
YEAR 2000 ISSUES
Since early 1996 we have been preparing for the computer requirements associated
with the approaching turn of the century. We completed assessment of our
internal systems in 1996. As of the date of this prospectus the necessary
system changes are substantially complete. System testing is in process and we
expect testing of all critical systems to be completed during the first six
months of 1999.
The work on these computer systems extends to software packages we purchase from
vendors. In addition, we have been communicating formally with our business
partners to identify and assess potential exposure that could result from their
failure to address these computer issues on a timely basis. Each of our
departments has prepared a contingency plan.
We and our business partners bear all of the costs of identifying and resolving
the computer systems issues associated with the year 2000. These costs will
have no effect on the performance of the Account. The Policies permit some
charges for administrative expenses to be increased up to the guaranteed maximum
rates. However, we do not expect our costs for year 2000 compliance to have any
significant effect on the benefits or values provided by the Policies.
We believe that our computer systems will be ready for the year 2000 well in
advance of the deadline. By their nature, however, the issues in this area
carry the risk of unforeseen problems, both at Northwestern Mutual Life and at
all the other sites where supporting functions and interaction take place.
There can be no assurance that these problems will not have a material adverse
impact on the operations of Northwestern Mutual Life and the Account.
LEGAL PROCEEDINGS
We are engaged in litigation of various kinds which in our judgment is not of
material importance in relation to our total assets. There are no legal
proceedings pending to which the Account is a party.
REGISTRATION STATEMENT
We have filed a registration statement with the Securities and Exchange
Commission, Washington, D.C. under the Securities Act of 1933, as amended, with
respect to the Policies. This prospectus does not contain all the information
set forth in the registration statement. A copy of the omitted material is
available from the main office of the SEC in Washington, D.C. upon payment of
the prescribed fee. Further information about the Policies is also available
from the Home Office of Northwestern Mutual Life. The address and telephone
number are on the cover of this prospectus.
EXPERTS
The financial statements of Northwestern Mutual Life as of December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998 and
of the Account as of December 31, 1998 and for each of the two years in the
period ended December 31, 1998 included in this prospectus have been so included
in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting. Actuarial matters included in this prospectus have been examined by
William C. Koenig, F.S.A., Senior Vice President and Chief Actuary of
Northwestern Mutual Life. His opinion is filed as an exhibit to the registration
statement.
20
<PAGE>
VARIABLE LIFE ACCOUNTANTS' REPORT
[LOGO]
Report of Independent Accountants
To The Northwestern Mutual Life Insurance Company and
Policyowners of Northwestern Mutual Variable Life Account
In our opinion, the accompanying combined statement of assets and liabilities
and the related combined and separate statements of operations and changes in
equity present fairly, in all material respects, the financial position of
Northwestern Mutual Variable Life Account and Aggressive Growth Stock Division,
International Equity Division, Growth Stock Division, Growth and Income Stock
Division, Index 500 Stock Division, Balanced Division, High Yield Bond Division,
Select Bond Division, and the Money Market Division thereof at December 31,
1998, the results of each of their operations and the changes in each of their
equity for each of the two years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of The Northwestern Mutual Life Insurance
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
direct confirmation of the number of shares owned at December 31, 1998 with
Northwestern Mutual Series Fund, Inc., provide a reasonable basis for the
opinion expressed above.
/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
January 25, 1999
21
<PAGE>
VARIABLE LIFE FINANCIAL STATEMENTS
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
Financial Statements
DECEMBER 31, 1998
STATEMENT OF ASSETS AND LIABILITIES
(IN THOUSANDS)
<TABLE>
<S> <C> <C>
ASSETS
Investments at Market Value:
Northwestern Mutual Series Fund, Inc.
Aggressive Growth Stock
34,420 shares (cost $102,404).............. $ 119,230
International Equity
46,760 shares (cost $73,163)............... 78,416
Growth Stock
29,383 shares (cost $49,267)............... 66,025
Growth and Income Stock
43,428 shares (cost $60,081)............... 70,528
Index 500 Stock
58,115 shares (cost $126,062).............. 191,141
Balanced
71,092 shares (cost $108,217).............. 158,110
High Yield Bond
15,509 shares (cost $16,804)............... 14,516
Select Bond
10,143 shares (cost $12,181)............... 12,669
Money Market
39,300 shares (cost $39,300)............... 39,300 $ 749,935
---------
Due from Sale of Fund Shares.................................. 95
Due from Northwestern Mutual Life Insurance Company........... 328
---------
Total Assets.................................................. $ 750,358
---------
---------
LIABILITIES
Due to Northwestern Mutual Life Insurance Company........... $ 95
Due on Purchase of Fund Shares.............................. 328
---------
Total Liabilities....................................... 423
---------
EQUITY (NOTE 8)
Variable Life Policies Issued Before October 11, 1995....... 392,772
Variable Complife Policies Issued On or After October 11,
1995....................................................... 356,862
Variable Executive Life Policies Issued On or After March 2,
1998....................................................... 301
---------
Total Equity............................................ 749,935
---------
Total Liabilities and Equity............................ $ 750,358
---------
---------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements
22
<PAGE>
VARIABLE LIFE FINANCIAL STATEMENTS
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
Statements of Operations and Changes in Equity
(IN THOUSANDS)
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH INTERNATIONAL EQUITY
COMBINED STOCK DIVISION DIVISION
----------------------------- ----------------------------- -----------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997 1998 1997
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 24,922 $ 24,262 $ 3,287 $3,345 $ 3,591 $ 1,286
Mortality and Expense Risks... 2,755 1,788 424 271 308 197
Taxes......................... 1,178 767 181 116 132 85
------------- ------------- ------------- ------------- ------------- -------------
Net Investment Income......... 20,989 21,707 2,682 2,958 3,151 1,004
------------- ------------- ------------- ------------- ------------- -------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Realized Gain on
Investments............... 4,332 4,871 523 231 284 203
Unrealized Appreciation
(Depreciation) of
Investments During the
Period.................... 68,780 42,532 4,928 5,109 (1,424) 2,358
------------- ------------- ------------- ------------- ------------- -------------
Net Gain (Loss) on
Investments............... 73,112 47,403 5,451 5,340 (1,140) 2,561
------------- ------------- ------------- ------------- ------------- -------------
Increase in Equity Derived
from Investment
Activity.................. 94,101 69,110 8,133 8,298 2,011 3,565
------------- ------------- ------------- ------------- ------------- -------------
EQUITY TRANSACTIONS
Policyowners' Net
Deposits.................. 258,672 170,672 30,145 21,502 20,672 12,656
Policy Loans, Surrenders,
and Death Benefits........ (37,427) (23,728) (6,454) (4,003) (4,327) (2,787)
Mortality and Other (net)... (39,611) (28,427) (5,193) (3,791) (3,785) (2,368)
Transfers from Other
Divisions................. 133,775 86,366 20,371 19,008 15,743 14,866
Transfers to Other
Divisions................. (133,773) (86,366) (6,419) (4,091) (5,013) (2,149)
------------- ------------- ------------- ------------- ------------- -------------
Increase in Equity Derived
from Equity Transactions.... 181,636 118,517 32,450 28,625 23,290 20,218
------------- ------------- ------------- ------------- ------------- -------------
Net Increase in Equity........ 275,737 187,627 40,583 36,923 25,301 23,783
EQUITY
Beginning of Year........... 474,198 286,571 78,647 41,724 53,116 29,333
------------- ------------- ------------- ------------- ------------- -------------
End of Year................. $749,935 $474,198 $119,230 $78,647 $78,417 $53,116
------------- ------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- ------------- -------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements
23
<PAGE>
VARIABLE LIFE FINANCIAL STATEMENTS
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
Statements of Operations and Changes in Equity
(IN THOUSANDS)
<TABLE>
<CAPTION>
GROWTH & INCOME INDEX 500
GROWTH STOCK DIVISION STOCK DIVISION STOCK DIVISION
----------------------------- ----------------------------- -----------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997 1998 1997
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 956 $ 1,413 $ 537 $ 7,776 $ 4,530 $ 2,579
Mortality and Expense Risks... 211 105 234 120 671 395
Taxes......................... 91 45 100 52 287 169
------------- ------------- ------------- ------------- ------------- -------------
Net Investment Income......... 654 1,263 203 7,604 3,572 2,015
------------- ------------- ------------- ------------- ------------- -------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Realized Gain on
Investments............... 143 172 220 173 1,125 2,375
Unrealized Appreciation
(Depreciation) of
Investments During the
Period.................... 10,533 4,151 10,574 (1,823) 31,738 17,772
------------- ------------- ------------- ------------- ------------- -------------
Net Gain (Loss) on
Investments............... 10,676 4,323 10,794 (1,650) 32,863 20,147
------------- ------------- ------------- ------------- ------------- -------------
Increase in Equity Derived
from Investment
Activity.................. 11,330 5,586 10,997 5,954 36,435 22,162
------------- ------------- ------------- ------------- ------------- -------------
EQUITY TRANSACTIONS
Policyowners' Net
Deposits.................. 12,991 7,334 14,771 7,537 29,665 19,733
Policy Loans, Surrenders,
and Death Benefits........ (2,859) (1,314) (2,902) (1,842) (8,924) (5,039)
Mortality and Other (net)... (2,494) (1,329) (2,847) (1,457) (5,367) (4,127)
Transfers from Other
Divisions................. 16,839 8,851 17,225 10,673 37,076 20,024
Transfers to Other
Divisions................. (2,015) (1,341) (3,106) (1,104) (5,443) (3,783)
------------- ------------- ------------- ------------- ------------- -------------
Increase in Equity Derived
from Equity Transactions.... 22,462 12,201 23,141 13,807 47,007 26,808
------------- ------------- ------------- ------------- ------------- -------------
Net Increase in Equity........ 33,792 17,787 34,138 19,761 83,442 48,970
EQUITY
Beginning of Year........... 32,233 14,446 36,389 16,628 107,699 58,729
------------- ------------- ------------- ------------- ------------- -------------
End of Year................. $66,025 $32,233 $70,527 $36,389 $191,141 $107,699
------------- ------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- ------------- -------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements
24
<PAGE>
VARIABLE LIFE FINANCIAL STATEMENTS
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
Statements of Operations and Changes in Equity
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCED DIVISION HIGH YIELD BOND DIVISION SELECT BOND DIVISION
----------------------------- ----------------------------- -----------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997 1998 1997
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 8,344 $ 5,105 $ 1,489 $1,370 $ 743 $ 436
Mortality and Expense Risks... 681 558 53 29 51 35
Taxes......................... 292 239 22 12 22 15
------------- ------------- ------------- ------------- ------------- -------------
Net Investment Income......... 7,371 4,308 1,414 1,329 670 386
------------- ------------- ------------- ------------- ------------- -------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Realized Gain on
Investments............... 1,893 1,655 47 26 97 36
Unrealized Appreciation
(Depreciation) of
Investments During the
Period.................... 14,317 15,262 (1,828) (531) (58) 234
------------- ------------- ------------- ------------- ------------- -------------
Net Gain (Loss) on
Investments............... 16,210 16,917 (1,781) (505) 39 270
------------- ------------- ------------- ------------- ------------- -------------
Increase in Equity Derived
from Investment
Activity.................. 23,581 21,225 (367) 824 709 656
------------- ------------- ------------- ------------- ------------- -------------
EQUITY TRANSACTIONS
Policyowners' Net
Deposits.................. 17,811 15,394 3,490 1,922 2,004 1,820
Policy Loans, Surrenders,
and Death Benefits........ (8,879) (7,260) (690) (349) (620) (311)
Mortality and Other (net)... (3,232) (3,395) (641) (339) (250) (560)
Transfers from Other
Divisions................. 7,905 4,266 5,399 3,276 3,951 2,000
Transfers to Other
Divisions................. (5,398) (4,734) (1,476) (425) (2,217) (756)
------------- ------------- ------------- ------------- ------------- -------------
Increase in Equity Derived
from Equity Transactions.... 8,207 4,271 6,082 4,085 2,868 2,193
------------- ------------- ------------- ------------- ------------- -------------
Net Increase in Equity........ 31,788 25,496 5,715 4,909 3,577 2,849
EQUITY
Beginning of Year........... 126,322 100,826 8,801 3,892 9,092 6,243
------------- ------------- ------------- ------------- ------------- -------------
End of Year................. $158,110 $126,322 $14,516 $8,801 $12,669 $9,092
------------- ------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- ------------- -------------
<CAPTION>
MONEY MARKET DIVISION
-----------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1998 1997
------------- -------------
<S> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 1,445 $ 952
Mortality and Expense Risks... 122 78
Taxes......................... 51 34
------------- -------------
Net Investment Income......... 1,272 840
------------- -------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Realized Gain on
Investments............... -- --
Unrealized Appreciation
(Depreciation) of
Investments During the
Period.................... -- --
------------- -------------
Net Gain (Loss) on
Investments............... -- --
------------- -------------
Increase in Equity Derived
from Investment
Activity.................. 1,272 840
------------- -------------
EQUITY TRANSACTIONS
Policyowners' Net
Deposits.................. 127,123 82,774
Policy Loans, Surrenders,
and Death Benefits........ (1,772) (823)
Mortality and Other (net)... (15,802) (11,061)
Transfers from Other
Divisions................. 9,266 3,402
Transfers to Other
Divisions................. (102,686) (67,983)
------------- -------------
Increase in Equity Derived
from Equity Transactions.... 16,129 6,309
------------- -------------
Net Increase in Equity........ 17,401 7,149
EQUITY
Beginning of Year........... 21,899 14,750
------------- -------------
End of Year................. $39,300 $21,899
------------- -------------
------------- -------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements
25
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
Notes to Financial Statements
DECEMBER 31, 1998
NOTE 1 -- Northwestern Mutual Variable Life Account (the "Account") is
registered as a unit investment trust under the Investment Company Act of 1940
and is a segregated asset account of The Northwestern Mutual Life Insurance
Company ("Northwestern Mutual") used to fund variable life insurance policies.
NOTE 2 -- The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Principal
accounting policies are summarized below.
NOTE 3 -- All assets of each Division of the Account are invested in shares of
the corresponding Portfolio of Northwestern Mutual Series Fund, Inc. (the
"Fund"). The shares are valued at the Fund's offering and redemption price per
share. The Fund is a diversified open-end investment company registered under
the Investment Company Act of 1940.
NOTE 4 -- Dividend income from the Fund is recorded on the record date of the
dividends. Transactions in Fund shares are accounted for on the trade date. The
basis for determining cost on sale of Fund shares is identified cost. Purchases
and sales of Fund shares for the year ended December 31, 1998 by each Division
are shown below:
<TABLE>
<CAPTION>
PURCHASES SALES
------------ ------------
<S> <C> <C>
Aggressive Growth Division....... $ 36,381,397 $ 1,248,015
International Equity Division.... 27,429,118 990,001
Growth Stock Division............ 23,393,892 279,458
Growth & Income Stock
Division....................... 24,059,882 715,896
Index 500 Stock Division......... 52,625,759 2,046,627
Balanced Division................ 20,647,579 5,068,597
High Yield Bond Division......... 8,131,249 635,946
Select Bond Division............. 5,351,461 1,813,834
Money Market Division............ 47,332,350 29,930,945
</TABLE>
NOTE 5 -- A deduction for mortality and expense risks is determined daily and
paid to Northwestern Mutual. Generally, for Variable Life policies issued before
October 11, 1995, and Variable Complife policies issued on or after October 11,
1995 the deduction is at an annual rate of .50% and .60%, respectively, of the
net assets of the Account. A deduction for the mortality and expense risks for
the Variable Executive Life policies issued on or after March 3, 1998 is
determined monthly at an annual rate of .75% of the amount invested in the
Account for the Policy for the first ten Policy years, and .30% thereafter. The
mortality risk is that insureds may not live as long as estimated. The expense
risk is that expenses of issuing and administering the policies may exceed the
estimated costs.
Certain deductions are also made from the annual, single or other premiums
before amounts are allocated to the Account. These deductions are for (1) sales
load, (2) administrative expenses, (3) taxes and (4) a risk charge for the
guaranteed minimum death benefit.
Additional mortality costs are deducted from the policy annually and are paid to
Northwestern Mutual to cover the cost of providing insurance protection. This
cost is actuarially calculated based upon the insured's age, the 1980
Commissioners Standard Ordinary Mortality Table and the amount of insurance
provided under the policy.
NOTE 6 -- Northwestern Mutual is taxed as a "life insurance company" under the
Internal Revenue Code. The variable life insurance policies which are funded in
the Account are taxed as part of the operations of Northwestern Mutual. Policies
provide that a charge for taxes may be made against the assets of the Account.
Generally, for Variable Life policies issued before October 11, 1995,
Northwestern Mutual charges the Account at an annual rate of .20% of the
Account's net assets and reserves the right to increase, decrease or eliminate
the charge for taxes in the future. Generally, for Variable Complife policies
issued on or after October 11, 1995, and for Variable Executive Life policies
issued on or after March 3, 1998, there is no charge being made against the
assets of the Account for federal income taxes, but Northwestern Mutual reserves
the right to charge for taxes in the future.
NOTE 7 -- The Account is credited for the policyowners' net annual premiums at
the respective policy anniversary dates regardless of when policyowners actually
paid their premiums. Northwestern Mutual's equity represents any unpaid portion
of net annual premiums. This applies to Variable Life and Variable Complife
policies only.
26
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
Notes to Financial Statements
(in thousands)
DECEMBER 31, 1998
NOTE 8 -- Equity Values by Division are shown below:
<TABLE>
<CAPTION>
VARIABLE LIFE
POLICIES ISSUED BEFORE
OCTOBER 11, 1995
EQUITY OF:
------------------------ TOTAL
POLICYOWNERS NML EQUITY
------------- --------- ---------
<S> <C> <C> <C>
Aggressive Growth Stock Division......................................................... $ 42,391 $ 3,793 $ 46,184
International Equity Division............................................................ 32,539 3,074 35,613
Growth Stock Division.................................................................... 22,888 1,510 24,398
Growth and Income Stock Division......................................................... 26,309 1,808 28,117
Index 500 Stock Division................................................................. 95,615 4,943 100,558
Balanced Division........................................................................ 134,029 5,006 139,035
High Yield Bond Division................................................................. 4,916 428 5,344
Select Bond Division..................................................................... 6,911 417 7,328
Money Market Division.................................................................... 5,918 277 6,195
------------- --------- ---------
$ 371,516 $ 21,256 $ 392,772
------------- --------- ---------
------------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
VARIABLE COMPLIFE
POLICIES ISSUED ON OR
AFTER OCTOBER 11, 1995
EQUITY OF:
------------------------ TOTAL
POLICYOWNERS NML EQUITY
------------- --------- ---------
<S> <C> <C> <C>
Aggressive Growth Stock Division........................................................ $ 54,132 $ 18,846 $ 72,978
International Equity Division........................................................... 31,302 11,492 42,794
Growth Stock Division................................................................... 30,575 11,026 41,601
Growth and Income Stock Division........................................................ 30,515 11,841 42,356
Index 500 Stock Division................................................................ 65,609 24,890 90,499
Balanced Division....................................................................... 14,142 4,909 19,051
High Yield Bond Division................................................................ 6,565 2,594 9,159
Select Bond Division.................................................................... 4,161 1,171 5,332
Money Market Division................................................................... 13,154 19,938 33,092
------------- --------- ---------
$ 250,155 $ 106,707 $ 356,862
------------- --------- ---------
------------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
VARIABLE EXECUTIVE LIFE
POLICIES ISSUED ON OR
AFTER MARCH 2, 1998
-------------------------
TOTAL
EQUITY
-------------------------
<S> <C>
Aggressive Growth Stock Division...................................................................... $ 67
International Equity Division......................................................................... 10
Growth Stock Division................................................................................. 25
Growth and Income Stock Division...................................................................... 55
Index 500 Stock Division.............................................................................. 84
Balanced Division..................................................................................... 24
High Yield Bond Division.............................................................................. 13
Select Bond Division.................................................................................. 9
Money Market Division................................................................................. 14
-----
$ 301
-----
-----
</TABLE>
27
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(IN MILLIONS)
The following financial statements of Northwestern Mutual should be considered
only as bearing upon the ability of Northwestern Mutual Life to meet its
obligations under the Policies.
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1998 1997
--------- ---------
<S> <C> <C>
ASSETS
Bonds......................................... $ 34,888 $ 32,359
Common and preferred stocks................... 6,576 6,524
Mortgage loans................................ 12,250 10,835
Real estate................................... 1,481 1,372
Policy loans.................................. 7,580 7,163
Other investments............................. 1,839 2,026
Cash and temporary investments................ 1,275 572
Due and accrued investment income............. 827 795
Other assets.................................. 1,313 1,275
Separate account assets....................... 9,966 8,160
--------- ---------
Total assets.............................. $ 77,995 $ 71,081
--------- ---------
--------- ---------
LIABILITIES AND SURPLUS
Reserves for policy benefits.................. $ 51,815 $ 47,343
Policy benefit and premium deposits........... 1,709 1,624
Policyowner dividends payable................. 2,870 2,640
Interest maintenance reserve.................. 606 461
Asset valuation reserve....................... 1,994 1,974
Income taxes payable.......................... 1,161 1,043
Other liabilities............................. 3,133 3,735
Separate account liabilities.................. 9,966 8,160
--------- ---------
Total liabilities......................... 73,254 66,980
Surplus....................................... 4,741 4,101
--------- ---------
Total liabilities and surplus............. $ 77,995 $ 71,081
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS
(IN MILLIONS)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
REVENUE
Premium income................................ $ 8,021 $ 7,294 $ 6,667
Net investment income......................... 4,536 4,171 3,836
Other income.................................. 922 861 759
--------- --------- ---------
Total revenue............................. 13,479 12,326 11,262
--------- --------- ---------
BENEFITS AND EXPENSES
Benefit payments to policyowners and
beneficiaries................................ 3,602 3,329 2,921
Net additions to policy benefit reserves...... 4,521 4,026 3,701
Net transfers to separate accounts............ 564 566 579
--------- --------- ---------
Total benefits............................ 8,687 7,921 7,201
Operating expenses............................ 1,297 1,138 1,043
--------- --------- ---------
Total benefits and expenses............... 9,984 9,059 8,244
--------- --------- ---------
Gain from operations before dividends and taxes... 3,495 3,267 3,018
Policyowner dividends............................. 2,869 2,636 2,341
--------- --------- ---------
Gain from operations before taxes................. 626 631 677
Income tax expense................................ 301 356 452
--------- --------- ---------
Net gain from operations.......................... 325 275 225
Net realized capital gains........................ 484 414 395
--------- --------- ---------
Net income................................ $ 809 $ 689 $ 620
--------- --------- ---------
--------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
29
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN SURPLUS
(IN MILLIONS)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
BEGINNING OF YEAR BALANCE......................... $4,101 $3,515 $2,786
Net income...................................... 809 689 620
Increase (decrease) in net unrealized gains..... (147) 576 295
Increase in investment reserves................. (20) (526) (176)
Other, net...................................... (2) (153) (10)
------- ------- -------
Net increase in surplus......................... 640 586 729
------- ------- -------
END OF YEAR BALANCE............................... $4,741 $4,101 $3,515
------- ------- -------
------- ------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements.
30
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN MILLIONS)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Insurance and annuity premiums.................. $ 8,876 $ 8,093 $ 7,361
Investment income received...................... 4,216 3,928 3,634
Disbursement of policy loans, net of
repayments..................................... (416) (360) (326)
Benefits paid to policyowners and
beneficiaries.................................. (3,572) (3,316) (2,912)
Net transfers to separate accounts.............. (564) (565) (579)
Policyowner dividends paid...................... (2,639) (2,347) (2,105)
Operating expenses and taxes.................... (1,749) (1,722) (1,663)
Other, net...................................... (83) 124 (59)
-------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES..... 4,069 3,835 3,351
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
PROCEEDS FROM INVESTMENTS SOLD OR MATURED
Bonds......................................... 28,720 38,284 31,942
Common and preferred stocks................... 10,359 9,057 4,570
Mortgage loans................................ 1,737 1,012 1,253
Real estate................................... 159 302 178
Other investments............................. 768 398 316
-------- -------- --------
41,743 49,053 38,259
-------- -------- --------
COST OF INVESTMENTS ACQUIRED
Bonds......................................... 30,873 41,169 35,342
Common and preferred stocks................... 9,642 9,848 4,463
Mortgage loans................................ 3,135 2,309 2,455
Real estate................................... 268 202 125
Other investments............................. 567 359 255
-------- -------- --------
44,485 53,887 42,640
-------- -------- --------
NET INCREASE (DECREASE) IN SECURITIES LENDING
AND OTHER...................................... (624) 440 1,617
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES......... (3,366) (4,394) (2,764)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY
INVESTMENTS...................................... 703 (559) 587
CASH AND TEMPORARY INVESTMENTS, BEGINNING OF
YEAR............................................. 572 1,131 544
-------- -------- --------
CASH AND TEMPORARY INVESTMENTS, END OF YEAR....... $ 1,275 $ 572 $ 1,131
-------- -------- --------
-------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
31
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
1. PRINCIPAL ACCOUNTING POLICIES
The accompanying consolidated statutory financial statements include the
accounts of The Northwestern Mutual Life Insurance Company ("Company") and its
wholly-owned life insurance subsidiary, Northwestern Long Term Care Insurance
Company ("Subsidiary"). The Company and its Subsidiary offer life, annuity,
disability income and long term care products to the personal, business, estate
and tax-qualified markets.
The consolidated financial statements have been prepared using accounting
policies prescribed or permitted by the Office of the Commissioner of Insurance
of the State of Wisconsin ("statutory basis of accounting").
In 1998, the National Association of Insurance Commissioners ("NAIC") adopted
the Codification of Statutory Accounting Principles, which will replace the
current Accounting Practices and Procedures manual as the NAIC's primary
guidance on statutory accounting. The NAIC is now considering amendments to the
codification guidance that would also be effective upon its planned
implementation effective January 1, 2001. It is expected that the Office of the
Commissioner of Insurance of the State of Wisconsin ("OCI") will adopt the
codification, but it is not known whether the OCI will make any changes to that
guidance. The potential effect of the codification on the Company will depend
upon the guidance adopted by the OCI.
Financial statements prepared on the statutory basis of accounting vary from
financial statements prepared on the basis of Generally Accepted Accounting
Principles ("GAAP") primarily because on a GAAP basis (1) policy acquisition
costs are deferred and amortized, (2) investment valuations and insurance
reserves are based on different assumptions, (3) funds received under
deposit-type contracts are not reported as premium revenue, and (4) deferred
taxes are provided for temporary differences between book and tax basis of
certain assets and liabilities. The effects on the financial statements of the
differences between the statutory basis of accounting and GAAP are material to
the Company.
The preparation of financial statements in conformity with the statutory basis
of accounting requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual future results could differ from these estimates.
INVESTMENTS
The Company's investments are valued on the following bases:
<TABLE>
<S> <C> <C>
Bonds -- Amortized cost using the interest method; loan-backed and
structured securities are amortized using estimated
prepayment rates and, generally, the prospective adjustment
method
Common and preferred stocks -- Common stocks are carried at fair value, preferred stocks
are generally carried at cost, and unconsolidated
subsidiaries are recorded using the equity method
Mortgage loans -- Amortized cost
Real estate -- Lower of cost, less depreciation and encumbrances, or
estimated net realizable value
Policy loans -- Unpaid principal balance, which approximates fair value
Other investments -- Consists primarily of joint venture investments which are
valued at equity in ventures' net assets
Cash and temporary investments -- Amortized cost, which approximates fair value
</TABLE>
32
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
TEMPORARY INVESTMENTS
Temporary investments consist of debt securities that have maturities of one
year or less at acquisition.
NET INVESTMENT INCOME
Net investment income includes interest and dividends received or due and
accrued on debt securities and stocks, equity in unconsolidated subsidiaries'
earnings and the Company's share of joint venture income. Net investment income
is reduced by investment management expenses, real estate depreciation,
depletion related to energy assets and costs associated with securities lending.
INTEREST MAINTENANCE RESERVE
The Company is required to maintain an interest maintenance reserve ("IMR"). The
IMR is used to defer realized gains and losses, net of tax, on fixed income
investments resulting from changes in interest rates. Net realized gains and
losses deferred to the IMR are amortized into investment income over the
approximate remaining term to maturity of the investment sold.
INVESTMENT RESERVES
The Company is required to maintain an asset valuation reserve ("AVR"). The AVR
establishes a general reserve for invested asset valuation using a formula
prescribed by state regulations. The AVR is designed to stabilize surplus
against potential declines in the value of investments. In addition, the Company
maintained a $200 million voluntary investment reserve at December 31, 1998 and
1997 to absorb potential investment losses exceeding those considered by the AVR
formula. Increases or decreases in these investment reserves are recorded
directly to surplus.
SEPARATE ACCOUNTS
Separate account assets and related policy liabilities represent the segregation
of funds deposited by "variable" life insurance and annuity policyowners.
Policyowners bear the investment performance risk associated with variable
products. Separate account assets are invested at the direction of the
policyowner in a variety of Company-managed mutual funds. Variable product
policyowners also have the option to invest in a fixed interest rate annuity in
the general account of the Company. Separate account assets are reported at fair
value.
PREMIUM REVENUE AND OPERATING EXPENSES
Life insurance premiums are recognized as revenue at the beginning of each
policy year. Annuity and disability income premiums are recognized when received
by the Company. Operating expenses, including costs of acquiring new policies,
are charged to operations as incurred.
OTHER INCOME
Other income includes considerations on supplementary contracts, ceded
reinsurance expense allowances and miscellaneous policy charges.
33
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
BENEFIT PAYMENTS TO POLICYOWNERS AND BENEFICIARIES
Benefit payments to policyowners and beneficiaries include death, surrender and
disability benefits, matured endowments and supplementary contract payments.
RESERVES FOR POLICY BENEFITS
Reserves for policy benefits are determined using actuarial estimates based on
mortality and morbidity experience tables and valuation interest rates
prescribed by the Office of the Commissioner of Insurance of the State of
Wisconsin. See Note 3.
POLICYOWNER DIVIDENDS
Almost all life insurance policies, and certain annuity and disability income
policies, issued by the Company are participating. Annually, the Company's Board
of Trustees approves dividends payable on participating policies in the
following fiscal year, which are accrued and charged to operations when
approved.
RECLASSIFICATION
Certain financial statement balances for 1997 and 1996 have been reclassified to
conform to the current year presentation.
2. INVESTMENTS
DEBT SECURITIES
Debt securities consist of all bonds and fixed-maturity preferred stocks. The
estimated fair values of debt securities are based upon quoted market prices, if
available. For securities not actively traded, fair values are estimated using
independent pricing services or internally developed pricing models. The Company
records unrealized losses for debt securities considered impaired.
34
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
Statement value, which principally represents amortized cost, and estimated fair
value of the Company's debt securities at December 31, 1998 and 1997 were as
follows:
<TABLE>
<CAPTION>
RECONCILIATION TO ESTIMATED FAIR VALUE
---------------------------------------
GROSS GROSS ESTIMATED
STATEMENT UNREALIZED UNREALIZED FAIR
DECEMBER 31, 1998 VALUE APPRECIATION DEPRECIATION VALUE
- -------------------------------------------------- --------- ------------ ------------ ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
US Government and political obligations........... $ 3,904 $ 461 $ (11) $ 4,354
Mortgage-backed securities........................ 7,357 280 (15) 7,622
Corporate and other debt securities............... 23,627 1,240 (382) 24,485
--------- ------------ ------ ---------
34,888 1,981 (408) 36,461
Preferred stocks.................................. 189 4 (1) 192
--------- ------------ ------ ---------
Total............................................. $35,077 $1,985 $(409) $36,653
--------- ------------ ------ ---------
--------- ------------ ------ ---------
<CAPTION>
RECONCILIATION TO ESTIMATED FAIR VALUE
---------------------------------------
GROSS GROSS ESTIMATED
STATEMENT UNREALIZED UNREALIZED FAIR
DECEMBER 31, 1997 VALUE APPRECIATION DEPRECIATION VALUE
- -------------------------------------------------- --------- ------------ ------------ ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
US Government and political obligations........... $ 3,695 $ 336 $ (3) $ 4,028
Mortgage-backed securities........................ 7,015 264 (4) 7,275
Corporate and other debt securities............... 21,649 1,098 (208) 22,539
--------- ------------ ------ ---------
32,359 1,698 (215) 33,842
Preferred stocks.................................. 167 4 (2) 169
--------- ------------ ------ ---------
Total............................................. $32,526 $1,702 $(217) $34,011
--------- ------------ ------ ---------
--------- ------------ ------ ---------
</TABLE>
The statement value of debt securities by contractual maturity at December 31,
1998 and 1997 is shown below. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less........................... $ 655 $ 605
Due after one year through five years............. 5,031 4,878
Due after five years through ten years............ 10,286 9,760
Due after ten years............................... 11,748 10,268
------------ ------------
27,720 25,511
Mortgage-backed securities........................ 7,357 7,015
------------ ------------
$35,077 $32,526
------------ ------------
------------ ------------
</TABLE>
STOCKS
The estimated fair values of common and perpetual preferred stocks are based
upon quoted market prices, if available. For securities not actively traded,
fair values are estimated using independent pricing services or internally
developed pricing models.
35
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
The adjusted cost of common and preferred stock held by the Company at December
31, 1998 and 1997 was $4.8 billion and $5.0 billion, respectively.
MORTGAGE LOANS AND REAL ESTATE
Mortgage loans are collateralized by properties located throughout the United
States and Canada. The Company attempts to minimize mortgage loan investment
risk by diversification of geographic locations and types of collateral
properties.
The fair value of mortgage loans as of December 31, 1998 and 1997 was
approximately $12.9 billion and $11.5 billion, respectively. The fair value of
the mortgage loan portfolio is estimated by discounting the future estimated
cash flows using current interest rates of debt securities with similar credit
risk and maturities, or utilizing net realizable values.
At December 31, 1998 and 1997, real estate includes $61 million acquired through
foreclosure at each date and $120 million and $124 million, respectively, of
home office real estate. In 1998, 1997 and 1996, the Company recorded unrealized
losses of $5 million, $2 million and $43 million, respectively, for the excess
of statement value over fair value of certain real estate investments and
mortgage loans.
REALIZED GAINS AND LOSSES
Realized investment gains and losses for the years ended December 31, 1998, 1997
and 1996 were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996
------------------------------ ------------------------------ ------------------------------
NET NET NET
REALIZED REALIZED REALIZED
REALIZED REALIZED GAINS REALIZED REALIZED GAINS REALIZED REALIZED GAINS
GAINS LOSSES (LOSSES) GAINS LOSSES (LOSSES) GAINS LOSSES (LOSSES)
-------- -------- -------- -------- -------- -------- -------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bonds......................... $ 514 $ (231) $ 283 $ 518 $ (269) $ 249 $ 396 $ (383) $ 13
Common and preferred stocks... 885 (240) 645 533 (150) 383 580 (115) 465
Mortgage loans................ 18 (11) 7 14 (14) - 2 (15) (13)
Real estate................... 41 - 41 100 (2) 98 36 - 36
Other investments............. 330 (267) 63 338 (105) 233 204 (51) 153
-------- -------- -------- -------- -------- -------- -------- -------- --------
1,788 (749) 1,039 1,503 (540) 963 1,218 (564) 654
-------- -------- -------- -------- -------- -------- -------- -------- --------
Less: Capital gains taxes..... 358 340 224
Less: IMR deferrals........... 197 209 35
-------- -------- --------
Net realized capital gains.... $ 484 $ 414 $ 395
-------- -------- --------
-------- -------- --------
</TABLE>
SECURITIES LENDING
The Company has entered into a securities lending agreement whereby certain
securities are loaned to third parties, primarily major brokerage firms. The
Company's policy requires a minimum of 102 percent of the fair value of the
loaned securities as collateral, calculated on a daily basis in the form of
either cash or securities. Collateral assets received and related liability due
to counterparties of $1.5 billion are included in the consolidated
36
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
statements of financial position for each of the periods ended at December 31,
1998 and 1997, and approximate the statement value of securities loaned at those
dates.
INVESTMENT IN MGIC
The Company owns 11.0% (11.9 million shares) of the outstanding common stock of
MGIC Investment Corporation ("MGIC"). This investment is accounted for using the
equity method. At December 31, 1998 and 1997, the fair value of the Company's
investment in MGIC exceeded the statement value of $180 million and $273
million, respectively, by $296 million and $768 million, respectively.
In July 1995, the Company entered into a forward contract with a brokerage firm
to deliver 8.9 million to 10.7 million shares of MGIC (or cash in an amount
equal to the market value of the MGIC shares at contract maturity) in August,
1998, in exchange for a fixed cash payment of $247 million ($24 per share). The
Company's objective in entering into the forward contract was to hedge against
depreciation in the value of its MGIC holdings during the contract period below
the initial spot price of $24, while partially participating in appreciation, if
any, during the forward contract's duration. In August 1998, the Company
delivered 8.9 million shares to settle the forward contract. In conjunction with
the settlement, the Company recorded a $114 million realized gain.
DERIVATIVE FINANCIAL INSTRUMENTS
In the normal course of business, the Company enters into transactions to reduce
its exposure to fluctuations in interest rates, foreign currency exchange rates
and market volatility. These hedging strategies include the use of forwards,
futures, options and swaps.
The Company held the following positions for hedging purposes at December 31,
1998 and 1997:
<TABLE>
<CAPTION>
DERIVATIVE FINANCIAL INSTRUMENT NOTIONAL AMOUNTS
- --------------------------------------------- ---------------------------------------
(IN MILLIONS)
DECEMBER 31,
1998 DECEMBER 31, 1997
------------------ ------------------
<S> <C> <C>
Foreign Currency Forward
Contracts................................... $601 $564
Common Stock Futures......................... 657 327
Bond Futures................................. 379 95
Options to acquire Interest Rate Swaps....... 419 530
Foreign Currency and Interest Rate Swaps..... 94 209
<CAPTION>
DERIVATIVE FINANCIAL INSTRUMENT RISKS REDUCED
- --------------------------------------------- ---------------------------------------------
<S> <C>
Foreign Currency Forward Currency exposure on foreign-denominated
Contracts................................... investments.
Common Stock Futures......................... Stock market price fluctuation.
Bond Futures................................. Bond market price fluctuation.
Options to acquire Interest Rate Swaps....... Interest rates payable on certain annuity and
insurance contracts.
Foreign Currency and Interest Rate Swaps..... Interest rates on variable rate notes and
currency exposure on foreign-denominated
bonds.
</TABLE>
The notional or contractual amounts of derivative financial instruments are used
to denominate these types of transactions and do not represent the amounts
exchanged between the parties.
In addition to the use of derivatives for hedging purposes, equity swaps were
held for investment purposes during 1997 and 1998. The notional amount of equity
swaps outstanding at December 31, 1998 and 1997 was $188 million and $143
million, respectively.
Foreign currency forwards, foreign currency swaps, stock futures and equity
swaps are reported at fair value. Resulting gains and losses on these contracts
are unrealized until expiration of the contract. There is no statement
37
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
value reported for interest rate swaps, bond futures and options to acquire
interest rate swaps prior to the settlement of the contract, at which time
realized gains and losses are deferred to IMR. Changes in the value of
derivative instruments are expected to offset gains and losses on the hedged
investments. During 1998, net realized and unrealized gains on investments were
partially offset by net realized losses of $104 million and net unrealized
losses of $58 million on derivative instruments. The effect of derivative
instruments in 1997 and 1996 was not material to the Company's results of
operations.
3. RESERVES FOR POLICY BENEFITS
Life insurance reserves on substantially all policies issued since 1978 are
based on the Commissioner's Reserve Valuation Method with interest rates ranging
from 3 1/2% to 5 1/2%. Other life policy reserves are primarily based on the net
level premium method employing various mortality tables at interest rates
ranging from 2% to 4 1/2%.
Deferred annuity reserves on contracts issued since 1985 are valued primarily
using the Commissioner's Annuity Reserve Valuation Method with interest rates
ranging from 3 1/2% to 6 1/4%. Other deferred annuity reserves are based on
contract value. Immediate annuity reserves are based on present values of
expected benefit payments at interest rates ranging from 3 1/2% to 7 1/2%.
Active life reserves for disability income ("DI") policies issued since 1987 are
primarily based on the two-year preliminary term method using a 4% interest rate
and the 1985 Commissioner's Individual Disability Table A ("CIDA") for
morbidity. Active life reserves for prior DI policies are based on the net level
premium method, a 3% to 4% interest rate and the 1964 Commissioner's Disability
Table for morbidity. Disabled life reserves for DI policies are based on the
present values of expected benefit payments primarily using the 1985 CIDA
(modified for Company experience in the first two years of disability) with
interest rates ranging from 3% to 5 1/2%.
Use of these actuarial tables and methods involves estimation of future
mortality and morbidity based on past experience. Actual future experience could
differ from these estimates.
4. EMPLOYEE AND AGENT BENEFIT PLANS
The Company sponsors noncontributory defined benefit retirement plans for all
eligible employees and agents. The expense associated with these plans is
generally recorded by the Company in the period contributions to the plans are
funded. As of January 1, 1998, the most recent actuarial valuation date
available, the qualified defined benefit plans were fully funded. The Company
recorded a liability of $98 million and $87 million for nonqualified defined
benefit plans at December 31, 1998 and 1997, respectively. In addition, the
Company has a contributory 401(k) plan for eligible employees and a
noncontributory defined contribution plan for all full-time agents. The
Company's contributions are expensed in the period contributions are made to the
plans. The Company recorded $29 million, $27 million and $25 million of total
expense related to its defined benefit and defined contribution plans for the
years ended December 31, 1998, 1997 and 1996, respectively. The defined benefit
and defined contribution plans' assets of $1.9 billion and $1.7 billion at
December 31, 1998 and 1997, respectively, were primarily invested in the
separate accounts of the Company.
In addition to pension and retirement benefits, the Company provides certain
health care and life insurance benefits ("postretirement benefits") for retired
employees. Substantially all employees may become eligible for these benefits if
they reach retirement age while working for the Company. Postretirement benefit
costs for the years ended December 31, 1998, 1997 and 1996 were a net expense
(benefit) of $1.8 million, ($1.3) million and
38
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
($12.0) million, respectively. Net benefits were primarily a result of favorable
differences between actuarial assumptions and actual experience.
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
-------------------- --------------------
<S> <C> <C>
Unfunded postretirement
benefit obligation for
retirees and other fully
eligible employees (Accrued
in statement of financial
position).................... $35 million $34 million
Estimated postretirement
benefit obligation for active
non-vested employees (Not
accrued until employee
vests)....................... $56 million $50 million
Discount rate................. 7% 7%
Health care cost trend rate... 10% to an ultimate 10% to an ultimate
5%, declining 1% for 5%, declining 1% for
5 years 5 years
</TABLE>
If the health care cost trend rate assumptions were increased by 1%, the accrued
postretirement benefit obligation as of December 31, 1998 and 1997 would have
been increased by $5 million and $4 million, respectively.
At December 31, 1998 and 1997, the recorded postretirement benefit obligation
was reduced by $23 million and $20 million, respectively, for assets funded for
postretirement health care benefits.
5. REINSURANCE
In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
to reinsurers under excess coverage and coinsurance contracts. The Company
retains a maximum of $25 million of coverage per individual life and $35 million
maximum of coverage per joint life. The Company has an excess reinsurance
contract for disability income policies with retention limits varying based upon
on coverage type.
The amounts shown in the accompanying consolidated financial statements are net
of reinsurance. Policy benefit reserves at December 31, 1998 and 1997 were
reported net of ceded reserves of $518 million and $435 million, respectively.
The effect of reinsurance on premiums and benefits for the years ended December
31, 1998, 1997 and 1996 was as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(IN MILLIONS)
<S> <C> <C> <C>
Direct premiums................................... $8,426 $7,647 $7,064
Premiums ceded.................................... (405) (353) (397)
------- ------- -------
Net premium revenue............................... $8,021 $7,294 $6,667
------- ------- -------
------- ------- -------
Benefits to policyowners and beneficiaries........ $8,869 $8,057 $7,348
Benefits ceded.................................... (182) (136) (147)
------- ------- -------
Net benefits to policyowners and beneficiaries.... $8,687 $7,921 $7,201
------- ------- -------
------- ------- -------
</TABLE>
39
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
In addition, the Company received $121 million, $115 million and $93 million for
the years ended December 31, 1998, 1997 and 1996, respectively, from reinsurers
representing allowances for reimbursement of commissions and other expenses.
These amounts are included in other income in the consolidated statement of
operations.
Reinsurance contracts do not relieve the Company from its obligations to
policyowners. Failure of reinsurers to honor their obligations could result in
losses to the Company; consequently, allowances are established for amounts
deemed uncollectible. The Company evaluates the financial condition of its
reinsurers and monitors concentrations of credit risk arising from similar
geographic regions, activities or economic characteristics of the reinsurers to
minimize its exposure to significant losses from reinsurer insolvencies.
6. INCOME TAXES
Provisions for income taxes are based on current income tax payable without
recognition of deferred taxes. The Company files a consolidated life-nonlife
federal income tax return. Federal income tax returns for years through 1988 are
closed as to further assessment of tax. Adequate provision has been made in the
financial statements for any additional taxes which may become due with respect
to the open years.
The Company's effective tax rate on gains from operations before taxes for the
years ended December 31, 1998, 1997 and 1996 was 48%, 56%, and 67% respectively.
The Company's effective tax rate exceeds the federal corporate rate of 35%
primarily because, (1) the Company pays a tax that is assessed only on the
surplus of mutual life insurance companies ("equity tax"), and (2) the Company
must capitalize and amortize (as opposed to immediately deducting) an amount
deemed to represent the cost of acquiring new business ("DAC tax").
7. ACQUISITION OF FRANK RUSSELL COMPANY
Pursuant to an Agreement and Plan of Merger, dated as of August 10, 1998, the
Company acquired Frank Russell Company effective January 1, 1999 for a purchase
price of approximately $950 million. Frank Russell is a leading investment
management and consulting firm, providing investment advice, analytical tools
and investment vehicles to institutional and individual investors in more than
30 countries.
In connection with its acquisition of Frank Russell Company, the Company will be
required in 1999 to charge-off directly from surplus approximately $341 million,
which represents the amount of acquisition goodwill less 10% of the Company's
surplus at December 31, 1998. In addition, the Company will request permission
from the OCI to charge-off the remaining $474 million of acquisition goodwill in
1999 and currently intends to do so.
In connection with the acquisition, the Company has unconditionally guaranteed
certain debt obligations of Frank Russell Company, including $350 million of
senior notes and up to $150 million of other credit facilities.
8. CONTINGENCIES
The Company has guaranteed certain obligations of its affiliates. These
guarantees totaled approximately $133 million at December 31, 1998 and are
generally supported by the underlying net asset values of the affiliates.
In addition, the Company routinely makes commitments to fund mortgage loans or
other investments in the normal course of business. These commitments aggregated
to $2.1 billion at December 31, 1998 and were extended at market interest rates
and terms.
The Company is engaged in various legal actions in the normal course of its
investment and insurance operations. In the opinion of management, any losses
resulting from such actions would not have a material effect on the Company's
financial position.
40
<PAGE>
[LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Policyowners of
The Northwestern Mutual Life Insurance Company
We have audited the accompanying consolidated statement of financial position of
The Northwestern Mutual Life Insurance Company and its subsidiary as of December
31, 1998 and 1997, and the related consolidated statements of operations, of
changes in surplus and of cash flows for each of the three years in the period
ended December 31, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1, these consolidated financial statements were prepared in
conformity with accounting practices prescribed or permitted by the Office of
the Commissioner of Insurance of the State of Wisconsin (statutory basis of
accounting), which practices differ from generally accepted accounting
principles. Accordingly, the consolidated financial statements are not intended
to represent a presentation in accordance with generally accepted accounting
principles. The effects on the consolidated financial statements of the
variances between the statutory basis of accounting and generally accepted
accounting principles, although not reasonably determinable, are presumed to be
material.
In our opinion, the consolidated financial statements audited by us (1) do not
present fairly in conformity with generally accepted accounting principles, the
financial position of The Northwestern Mutual Life Insurance Company and its
subsidiary at December 31, 1998 and 1997, or the results of their operations or
their cash flows for each of the three years in the period ended December 31,
1998 because of the effects of the variances between the statutory basis of
accounting and generally accepted accounting principles referred to in the
preceding paragraph and (2) do present fairly, in all material respects, the
financial position of The Northwestern Mutual Life Insurance Company and its
subsidiary at December 31, 1998 and 1997 and the results of their operations and
their cash flows for each of the three years in the period ended December 31,
1998, on the basis of accounting described in Note 1.
/s/ PricewaterhouseCoopers LLP
January 25, 1999
41
<PAGE>
APPENDIX
ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES AND ACCUMULATED PREMIUMS. The
tables on the following pages illustrate how the death benefit and cash value
for a Policy would vary over time based on hypothetical investment results. The
tables assume gross (after tax) investment return rates of 0%, 6% and 12% on
assets of the Account. The Policies illustrated are for male insureds, select
risks, age 35. The first two illustrations, on pages 43-44, are for a policy
with a Minimum Guaranteed Death Benefit of $200,000 and no Additional
Protection, based (1) on current charges and the current dividend scale and (2)
on maximum charges and zero dividends. The other two illustrations are for a
Policy with a Minimum Guaranteed Death Benefit of $200,000 and Additional
Protection of $200,000.
The death benefits and cash values would be different from those shown if the
gross investment return rate averaged 0%, 6% or 12%, but fluctuated over and
under the average rate at various points in time. The values would also be
different, depending on the Account divisions selected by the owner of the
Policy, if the Portfolios or Funds return rate averaged 0%, 6% or 12%, but the
rates for each individual Portfolio or Fund varied over and under the average.
The amounts shown as the death benefits and cash values reflect the deductions
from premiums, deductions from Policy Value and the charge at the annual rate of
.60% of the Account's assets for mortality and expense risks. The amounts shown
as the cash values reflect the deduction of the surrender charge during the
first fifteen Policy years. The amounts shown also reflect the average of the
investment advisory fees and other expenses applicable to each of the nine
Portfolios which were in operation during 1998 at the annual rate of .44% of the
Portfolios' net assets. See "The Funds", p. 5. Thus the 0%, 6% and 12% gross
hypothetical return rates on the Fund's assets are equivalent to the net rates
of -1.04%, 4.96% and 10.96% on the assets of the Account.
The second column of each table shows the amount which would accumulate if an
amount equal to the annual premium were invested to earn interest, after taxes,
at a 5% interest rate compounded annually.
The death benefits and corresponding cash values shown on pages 43 and 45
illustrate benefits which we would pay if investment returns of 0%, 6% and 12%
are realized, if mortality and expense experience in the future is as currently
experienced and if the current dividend scale remains unchanged. See "Annual
Dividends," p. 13. HOWEVER, THERE IS NO GUARANTEE AS TO THE AMOUNT OF
DIVIDENDS, IF ANY, THAT WE WILL PAY UNDER A POLICY. Although the tables are
based on the assumption that dividends will be used to increase the Policy
Value, other dividend options are available. The use of dividends for other
purposes during the guaranteed period for Additional Protection may cause the
guaranteed period to terminate. See "Death Benefit", p. 10.
We will prepare a comparable illustration based on a proposed insured's age, sex
and risk classification and proposed face amount or premium upon request.
42
<PAGE>
VARIABLE WHOLE LIFE WITH ADDITIONAL PROTECTION INSURANCE POLICY
MALE ISSUE AGE 35 -- SELECT UNDERWRITING RISK
$200,000 VARIABLE WHOLE LIFE, $0 ADDITIONAL PROTECTION
$2,610 ANNUAL PREMIUM (1)
CURRENT CHARGES AND DIVIDEND SCALE (2)
DIVIDENDS USED TO INCREASE POLICY VALUE
<TABLE>
<CAPTION>
DEATH BENEFIT (3) CASH SURRENDER VALUE (3)
---------------------------------- -----------------------------------
PREMIUM ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ACCUMULATED ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF AT 5% INTEREST
POLICY YEAR PER YEAR 0% 6% 12% 0% 6% 12%
- ----------- ---------- -------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 2,741 $200,000 $200,025 $ 200,143 $ 906 $ 1,023 $ 1,141
2 5,618 200,000 200,074 200,445 2,765 3,122 3,494
3 8,639 200,000 200,146 200,929 4,587 5,311 6,094
4 11,812 200,000 200,242 201,617 6,371 7,595 8,970
5 15,143 200,000 200,367 202,542 8,114 9,973 12,147
6 18,641 200,000 200,517 203,727 9,911 12,548 15,759
7 22,313 200,000 200,702 205,218 11,664 15,226 19,741
8 26,169 200,000 200,928 207,055 13,374 18,013 24,140
9 30,218 200,000 201,201 209,287 15,044 20,919 29,005
10 34,470 200,000 201,527 211,968 16,676 23,952 34,394
15 59,136 200,000 205,338 235,707 26,028 43,158 73,527
20 90,617 200,000 213,575 320,030 34,607 67,571 139,792
25 130,796 200,000 226,427 495,177 41,369 98,005 249,881
30 (age 65) 182,076 200,000 245,892 747,803 45,578 136,000 430,817
35 247,523 200,000 282,988 1,119,719 45,800 183,328 725,388
40 331,052 200,000 334,861 1,669,267 37,646 239,887 1,195,830
45 437,658 200,000 393,008 2,486,669 11,105 305,218 1,931,196
</TABLE>
(1) If premiums are paid more frequently than annually the payments would be
$1,331.41 semiannually, $673.55 quarterly, or $225.74 monthly.
(2) Dividends illustrated are based on current scale and experience and are not
guaranteed.
(3) Assumes no policy loan has been made.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
AND THE DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.
43
<PAGE>
VARIABLE WHOLE LIFE WITH ADDITIONAL PROTECTION INSURANCE POLICY
MALE ISSUE AGE 35 -- SELECT UNDERWRITING RISK
$200,000 VARIABLE WHOLE LIFE, $0 ADDITIONAL PROTECTION
$2,610 ANNUAL PREMIUM (1)
MAXIMUM CHARGES AND ZERO DIVIDENDS
<TABLE>
<CAPTION>
DEATH BENEFIT (2) CASH SURRENDER VALUE (2)
---------------------------------- -----------------------------------
PREMIUM ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ACCUMULATED ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF AT 5% INTEREST
POLICY YEAR PER YEAR 0% 6% 12% 0% 6% 12%
- ----------- -------- -------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 2,741 200,000 200,019 200,136 899 1,016 1,134
2 5,618 200,000 200,060 200,430 2,752 3,108 3,479
3 8,639 200,000 200,123 200,902 4,568 5,289 6,068
4 11,812 200,000 200,209 201,574 6,346 7,561 8,926
5 15,143 200,000 200,322 202,475 8,083 9,927 12,081
6 18,641 200,000 200,459 203,632 9,880 12,491 15,663
7 22,313 200,000 200,628 205,080 11,630 15,151 19,603
8 26,169 200,000 200,829 206,857 13,335 17,915 23,942
9 30,218 200,000 201,064 209,001 14,990 20,782 28,718
10 34,470 200,000 201,333 211,556 16,597 23,759 33,981
15 59,136 200,000 203,319 232,488 24,539 41,139 70,308
20 90,617 200,000 206,633 293,125 29,615 60,629 128,040
25 130,796 200,000 211,724 435,404 31,688 83,302 219,718
30(age 65) 182,076 200,000 219,136 628,152 28,856 109,244 361,884
35 247,523 200,000 229,526 891,515 16,927 138,230 577,550
40 331,052 200,000 243,692 1,253,161 0 170,166 897,739
45 437,658 200,000 263,494 1,751,289 0 204,634 1,360,086
</TABLE>
(1) If premiums are paid more frequently than annually the payments would be
$1,331.41 semiannually, $673.55 quarterly, or $225.74 monthly.
(2) Assumes no policy loan has been made.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
AND THE DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.
44
<PAGE>
VARIABLE WHOLE LIFE WITH ADDITIONAL PROTECTION INSURANCE POLICY
MALE ISSUE AGE 35 -- SELECT UNDERWRITING RISK
$200,000 VARIABLE WHOLE LIFE PLUS $100,000 ADDITIONAL PROTECTION(1)
$3,620 ANNUAL PREMIUM (2)
CURRENT CHARGES AND DIVIDEND SCALE (3)
DIVIDENDS USED TO INCREASE POLICY VALUE
<TABLE>
<CAPTION>
DEATH BENEFIT (4) CASH SURRENDER VALUE (4)
---------------------------------- -----------------------------------
PREMIUM ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ACCUMULATED ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF AT 5% INTEREST
POLICY YEAR PER YEAR 0% 6% 12% 0% 6% 12%
- ----------- -------- ------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,801 400,000 400,000 400,000 1,348 1,501 1,653
2 7,792 400,000 400,000 400,000 3,961 4,435 4,926
3 11,983 400,000 400,000 400,000 6,525 7,495 8,542
4 16,383 400,000 400,000 400,000 9,042 10,690 12,541
5 21,003 400,000 400,000 400,000 11,500 14,015 16,955
6 25,854 400,000 400,000 400,000 14,009 17,587 21,942
7 30,948 400,000 400,000 400,000 16,454 21,297 27,438
8 36,296 400,000 400,000 400,000 18,838 25,158 33,508
9 41,912 400,000 400,000 400,000 21,167 29,180 40,222
10 47,809 400,000 400,000 401,953 23,447 33,382 47,663
15 82,020 400,000 400,000 425,361 35,810 59,260 101,001
20 125,684 400,000 400,000 482,643 46,201 91,233 190,635
25 181,411 400,000 400,000 675,571 52,717 129,848 340,913
30(age 65) 252,534 395,239 400,000 1,021,210 53,561 176,682 588,329
35 343,307 363,477 416,622 1,529,939 46,675 234,030 991,140
40 459,160 329,222 449,402 2,281,552 25,758 302,350 1,634,458
45 607,020 211,272 498,527 3,399,436 0 382,707 2,640,070
</TABLE>
(1) Additional Protection is guaranteed to be $100,000 for at least 15 years, so
long as all premiums are paid when due and all dividends are used to
increase Policy Value.
(2) If premiums are paid more frequently than annually the payments would be
$1,846.10 semiannually, $933.43 quarterly, or $312.91 monthly.
(3) Dividends illustrated are based on current scale and experience and are not
guaranteed.
(4) Assumes no policy loan has been made.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
AND THE DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.
45
<PAGE>
VARIABLE WHOLE LIFE WITH ADDITIONAL PROTECTION INSURANCE POLICY
MALE ISSUE AGE 35 -- SELECT UNDERWRITING RISK
$200,000 VARIABLE WHOLE LIFE PLUS $100,000 ADDITIONAL PROTECTION(1)
$3,620 ANNUAL PREMIUM (2)
MAXIMUM CHARGES AND ZERO DIVIDENDS
<TABLE>
<CAPTION>
DEATH BENEFIT (3) CASH SURRENDER VALUE (3)
---------------------------------- -----------------------------------
PREMIUM ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ACCUMULATED ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF AT 5% INTEREST
POLICY YEAR PER YEAR 0% 6% 12% 0% 6% 12%
- ----------- -------- ------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 3,801 400,000 400,000 400,000 1,169 1,322 1,474
2 7,792 400,000 400,000 400,000 3,588 4,050 4,530
3 11,983 400,000 400,000 400,000 5,944 6,877 7,886
4 16,383 400,000 400,000 400,000 8,235 9,805 11,572
5 21,003 400,000 400,000 400,000 10,455 12,833 15,618
6 25,854 400,000 400,000 400,000 12,717 16,077 20,177
7 30,948 400,000 400,000 400,000 14,895 19,418 25,167
8 36,296 400,000 400,000 400,000 16,992 22,861 30,638
9 41,912 400,000 400,000 400,000 18,996 26,401 36,635
10 47,809 400,000 400,000 400,000 20,911 30,045 43,220
15 82,020 400,000 400,000 412,402 29,623 50,501 88,042
20 125,684 333,952 400,000 450,311 34,571 71,764 158,303
25 181,411 283,402 400,000 537,792 36,571 93,213 271,386
30(age 65) 252,534 250,500 400,000 780,130 33,794 111,705 449,441
35 343,307 230,680 400,000 1,110,813 22,181 120,065 719,618
40 459,160 218,221 222,640 1,564,553 0 132,059 1,120,815
45 607,020 211,257 222,640 2,189,269 0 156,016 1,700,230
</TABLE>
(1) Additional Protection is guaranteed to be $100,000 for at least 15 years, so
long as all premiums are paid when due and all dividends are used to
increase Policy Value.
(2) If premiums are paid more frequently than annually the payments would be
$1,846.10 semiannually, $933.43 quarterly, or $312.91 monthly.
(3) Assumes no policy loan has been made.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
AND THE DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.
46
<PAGE>
More information about Northwestern Mutual Series Fund, Inc. is included in the
Fund's Statement of Additional Information (SAI), incorporated by reference in
this prospectus, which is available free of charge.
More information about the Fund's investments is included in the Fund's annual
and semi-annual reports, which discuss the market conditions and investment
strategies that significantly affected each Portfolio's performance during the
previous fiscal period.
To request a free copy of the Fund's SAI, or current annual or semi-annual
report, call us at 1-800-519-4665. Information about the Fund (including the
SAI) can be reviewed and copied at the Public Reference Room of the
Securities and Exchange Commission (SEC) in Washington, DC. Information on
the operation of the Public Reference Room may be obtained by calling the SEC
at 1-800-SEC-0330. Reports and other information about the Fund are
available on the SEC's Internet site at http://www.sec.gov. Copies of this
information may be obtained, upon payment of a duplicating fee, by writing
the Public Reference Section of the SEC, Washington, DC 20549-6009.
N O R T H W E S T E R N M U T U A L L I F E
NORTHWESTERN MUTUAL VARIABLE COMPLIFE-Registered Trademark-
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
NORTHWESTERN MUTUAL SERIES FUND, INC.
RUSSELL INSURANCE FUNDS
P R O S P E C T U S
Investment Company Act File No. 811-3990
NORTHWESTERN
MUTUAL LIFE-Registered Trademark-
PO Box 3095
Milwaukee WI 53201-3095
Change Service Requested
47
<PAGE>
PART II
CONTENTS OF REGISTRATION STATEMENT
This amendment to the registration statement comprises the following papers
and documents:
The facing sheet
The cross-reference sheet
The prospectus consisting of 46 pages
The undertaking with respect to fees and charges
The signatures
Written consents of the following persons:
PricewaterhouseCoopers LLP (filed herewith as Exhibit C(1))
William C. Koenig, F.S.A. (included in his opinion filed herewith as
Exhibit C(6))
The following exhibits:
Exhibit A(5)(a) Variable Whole Life Insurance Policy With
Additional Protection, QQ.VCL, with application
and supplemental application, including Policy
amendment (sex distinct)
Exhibit A(5)(b) Variable Whole Life Insurance Policy With
Additional Protection, QQ.VCL, with application
and supplemental application, including Policy
amendment (sex neutral: for employers)
Exhibit A(5)(c) Forms of Optional Riders to Variable Whole Life
Insurance Policy QQ.VCL:
(i) Waiver of Premium Benefit
(ii) Additional Purchase Benefit
Exhibit A(5)(d) Form of notice of short-term cancellation right
Exhibit A(5)(e) Application forms are included in Exhibits A(5)(a)
and A(5)(b) above
Exhibit A(9)(a) Form of Participation Agreement Among Russell
Insurance Funds, Russell Fund Distributors, Inc.
and The Northwestern Mutual Life Insurance Company
Exhibit A(9)(b) Form of Administrative Service Fee Agreement
between The Northwestern Mutual Life Insurance
Company and Frank Russell Company
Exhibit C(1) Consent of PricewaterhouseCoopers LLP
Exhibit C(6) Opinion and consent of William C. Koenig, F.S.A.
Exhibit 27 Financial Data Schedule for period ended
December 31, 1998
II-1
<PAGE>
The following exhibit was filed in electronic format with the Registration
Statement on Form S-6 for Northwestern Mutual Variable Life Account, File No.
333-59103, CIK 0000742277, dated July 15, 1998, and is incorporated herein by
reference.
Exhibit A(6)(b) Amended By-Laws of The Northwestern Mutual Life
Insurance Company dated January 28, 1998
UNDERTAKING
The Northwestern Mutual Life Insurance Company hereby represents that the fees
and charges deducted under the contracts registered by 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Northwestern Mutual Variable Life Account, has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milwaukee, and State of Wisconsin, on the 25th
day of February, 1999.
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
(Registrant)
By THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
(Depositor)
Attest: JOHN M. BREMER By: JAMES D. ERICSON
------------------------------- -------------------------------
John M. Bremer, Executive Vice James D. Ericson, President and
President, General Counsel Chief Executive Officer
and Secretary
By NORTHWESTERN MUTUAL INVESTMENT
SERVICES, LLC (Depositor)
Attest: MERRILL C. LUNDBERG By: RICHARD L. HALL
------------------------------- -------------------------------
Merrill C. Lundberg, Secretary Richard L. Hall,
President and CEO
Pursuant to the requirements of the Securities Act of 1933, the depositors
have duly caused this Amended Registration Statement to be signed on their
behalf by the undersigned, thereunto duly authorized, and their seals to be
hereunto affixed, all in the City of Milwaukee, and State of Wisconsin, on the
25th day of February, 1999.
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY (Depositor)
Attest: JOHN M. BREMER By: JAMES D. ERICSON
------------------------------- -------------------------------
John M. Bremer, Executive Vice James D. Ericson, President and
President, General Counsel Chief Executive Officer
and Secretary
NORTHWESTERN MUTUAL INVESTMENT
SERVICES, LLC (Depositor)
Attest: MERRILL C. LUNDBERG By: RICHARD L. HALL
------------------------------- -------------------------------
Merrill C. Lundberg, Secretary Richard L. Hall,
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed by the following persons in the
capacities with the depositor and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C> <C>
JAMES D. ERICSON Trustee, President and Dated
- --------------------- Principal Executive and February 25,
James D. Ericson Financial Officer 1999
II-3
<PAGE>
GARY E. LONG Vice President, Controller
- --------------------- and Principal Accounting
Gary E. Long Officer
HAROLD B. SMITH* Trustee
- ---------------------
Harold B. Smith
J. THOMAS LEWIS* Trustee
- ---------------------
J. Thomas Lewis
PATRICIA ALBJERG GRAHAM* Trustee
- ------------------------
Patricia Albjerg Graham
DONALD J. SCHUENKE* Trustee
- ------------------------
Donald J. Schuenke
R. QUINTUS ANDERSON* Trustee
- ------------------------
R. Quintus Anderson
STEPHEN F. KELLER* Trustee Dated
- ------------------------ February 25, 1999
Stephen F. Keller
PIERRE S. DU PONT* Trustee
- ------------------------
Pierre S. du Pont
J. E. GALLEGOS* Trustee
- ------------------------
J. E. Gallegos
KATHRYN D. WRISTON* Trustee
- ------------------------
Kathryn D. Wriston
BARRY L. WILLIAMS* Trustee
- ------------------------
Barry L. Williams
GORDON T. BEAHAM III* Trustee
- ------------------------
Gordon T. Beaham III
DANIEL F. MCKEITHAN, JR.* Trustee
- ------------------------
Daniel F. McKeithan, Jr.
ROBERT E. CARLSON* Trustee
- ------------------------
Robert E. Carlson
II-4
<PAGE>
EDWARD E. BARR* Trustee
- ------------------------
Edward E. Barr
ROBERT C. BUCHANAN* Trustee
- ------------------------
Robert C. Buchanan
SHERWOOD H. SMITH, JR.* Trustee
- ------------------------
Sherwood H. Smith, Jr.
H. MASON SIZEMORE, JR.* Trustee
- ------------------------
H. Mason Sizemore, Jr.
JOHN J. STOLLENWERK* Trustee
- ------------------------
John J. Stollenwerk
GEORGE A. DICKERMAN* Trustee
- ------------------------
George A. Dickerman
GUY A. OSBORN* Trustee Dated
- ------------------------ February 25, 1999
Guy A. Osborn
JOHN E. STEURI* Trustee
- ------------------------
John E. Steuri
STEPHEN N. GRAFF* Trustee
- ------------------------
Stephen N. Graff
BARBARA A. KING* Trustee
- ------------------------
Barbara A. King
TIMOTHY D. PROCTOR* Trustee
- ------------------------
Timothy D. Proctor
*By: JAMES D. ERICSON
------------------------------------
James D. Ericson, Attorney in fact,
pursuant to the Power of Attorney
attached hereto
</TABLE>
II-5
<PAGE>
CONSENT OF ACTUARY
The Consent of William C. Koenig, F.S.A., is contained in his opinion filed
as Exhibit C(6).
CONSENT OF INDEPENDENT ACCOUNTANTS
The Consent of PricewaterhouseCoopers LLP is filed as Exhibit C(1).
II-6
<PAGE>
POWER OF ATTORNEY
The undersigned Trustees of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
hereby constitute and appoint James D. Ericson and Robert E. Carlson, or either
of them, their true and lawful attorneys and agents to sign the names of the
undersigned Trustees to (1) the registration statement or statements to be filed
under the Securities Act of 1933 and to any instrument or document filed as part
thereof or in connection therewith or in any way related thereto, and any and
all amendments thereto in connection with variable contracts issued or sold by
The Northwestern Mutual Life Insurance Company or any separate account credited
therein and (2) the Form 10-K Annual Report or Reports of The Northwestern
Mutual Life Insurance Company and/or its separate accounts for its or their
fiscal year ended December 31, 1998 to be filed under the Securities Exchange
Act of 1934 and to any instrument or document filed as part thereof or in
connection therewith or in any way related thereto, and any and all amendments
thereto. "Variable contracts" as used herein means any contracts providing for
benefits or values which may vary according to the investment experience of any
separate account maintained by The Northwestern Mutual Life Insurance Company,
including variable annuity contracts and variable life insurance policies. Each
of the undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 22nd day of July, 1998.
R. QUINTUS ANDERSON Trustee
------------------------------
R. Quintus Anderson
EDWARD E. BARR Trustee
------------------------------
Edward E. Barr
GORDON T. BEAHAM III Trustee
------------------------------
Gordon T. Beaham III
ROBERT C. BUCHANAN Trustee
------------------------------
Robert C. Buchanan
ROBERT E. CARLSON Trustee
------------------------------
Robert E. Carlson
GEORGE A. DICKERMAN Trustee
------------------------------
George A. Dickerman
II-7
<PAGE>
PIERRE S. DU PONT Trustee
------------------------------
Pierre S. du Pont
JAMES D. ERICSON Trustee
------------------------------
James D. Ericson
J. E. GALLEGOS Trustee
------------------------------
J. E. Gallegos
STEPHEN N. GRAFF Trustee
------------------------------
Stephen N. Graff
PATRICIA ALBJERG GRAHAM Trustee
------------------------------
Patricia Albjerg Graham
STEPHEN F. KELLER Trustee
------------------------------
Stephen F. Keller
BARBARA A. KING Trustee
------------------------------
Barbara A. King
J. THOMAS LEWIS Trustee
------------------------------
J. Thomas Lewis
DANIEL F. MCKEITHAN, JR. Trustee
------------------------------
Daniel F. McKeithan, Jr.
GUY A. OSBORN Trustee
------------------------------
Guy A. Osborn
II-8
<PAGE>
TIMOTHY D. PROCTOR Trustee
------------------------------
Timothy D. Proctor
DONALD J. SCHUENKE Trustee
------------------------------
Donald J. Schuenke
H. MASON SIZEMORE, JR. Trustee
------------------------------
H. Mason Sizemore, Jr.
HAROLD B. SMITH Trustee
------------------------------
Harold B. Smith
SHERWOOD H. SMITH, JR. Trustee
------------------------------
Sherwood H. Smith, Jr.
JOHN E. STEURI Trustee
------------------------------
John E. Steuri
JOHN J. STOLLENWERK Trustee
------------------------------
John J. Stollenwerk
BARRY L. WILLIAMS Trustee
------------------------------
Barry L. Williams
KATHRYN D. WRISTON Trustee
------------------------------
Kathryn D. Wriston
II-9
<PAGE>
EXHIBIT INDEX
EXHIBITS FILED WITH FORM S-6
POST-EFFECTIVE AMENDMENT NO. 4 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR
NORTHWESTERN MUTUAL VARIABLE COMPLIFE
<TABLE>
<CAPTION>
Exhibit Number Exhibit Name
- -------------- ------------
<S> <C>
Exhibit A(5)(a) Variable Whole Life Insurance Policy With
Additional Protection, QQ.VCL, with
application and supplemental application,
including Policy amendment (sex distinct)
Exhibit A(5)(b) Variable Whole Life Insurance Policy With
Additional Protection, QQ.VCL, with
application and supplemental application,
including Policy amendment (sex neutral: for
employers)
Exhibit A(5)(c) Forms of Optional Riders to Variable Whole
Life Insurance Policy QQ.VCL:
(i) Waiver of Premium Benefit
(ii) Additional Purchase Benefit
Exhibit A(5)(d) Form of notice of short-term cancellation
right
Exhibit A(5)(e) Application forms are included in Exhibits
A(5)(a) and A(5)(b) above
Exhibit A(9)(a) Form of Participation Agreement Among Russell
Insurance Funds, Russell Fund Distributors,
Inc. and The Northwestern Mutual Life
Insurance Company
Exhibit A(9)(b) Form of Administrative Service Fee Agreement
between The Northwestern Mutual Life
Insurance Company and Frank Russell Company
Exhibit C(1) Consent of PricewaterhouseCoopers LLP
Exhibit C(6) Opinion of William C. Koenig, F.S.A.
Exhibit 27 Financial Data Schedule for period ended
December 31, 1998
</TABLE>
The following exhibit was filed in electronic format with the Registration
Statement on Form S-6 for Northwestern Mutual Variable Life Account, File No.
333-59103, CIK 0000742277, dated July 15, 1998, and is incorporated herein by
reference.
Exhibit A(6)(b) Amended By-Laws of The Northwestern Mutual
Life Insurance Company dated January 28, 1998
<PAGE>
Exhibit A(5)(a)
================================================================================
The Northwestern Mutual Life Insurance Company agrees to pay
the benefits provided in this policy, subject to its terms and
conditions. Signed at Milwaukee, Wisconsin on the Date of
Issue.
/s/ James D. Ericson /s/ John M. Bremer
PRESIDENT AND C.E.O. SECRETARY
VARIABLE WHOLE LIFE POLICY WITH ADDITIONAL PROTECTION
Eligible For Annual Dividends
Insurance payable at death of Insured.
Premiums payable for period shown on page 3.
Benefits reflect investment results.
Variable benefits described in Sections 1, 3, 6, 7 and 8.
THE DEATH BENEFIT MAY INCREASE OR DECREASE DAILY DEPENDING ON INVESTMENT
RESULTS. HOWEVER, IF NO PREMIUM IS UNPAID AS OF ITS DUE DATE, THE DEATH BENEFIT
WILL NOT BE LESS THAN THE MINIMUM GUARANTEED DEATH BENEFIT SHOWN ON PAGE 3, LESS
ANY POLICY DEBT.
THE CASH VALUE UNDER THIS POLICY MAY INCREASE OR DECREASE DAILY DEPENDING ON
INVESTMENT RESULTS. THERE IS NO GUARANTEED MINIMUM CASH VALUE.
Right To Return Policy - Please read this policy carefully. The policy may be
returned by the Owner for any reason within (1) ten days after it was received
or (2) forty-five days after the application was signed, whichever is later. The
policy may be returned to your agent or to the Home Office of the Company at 720
East Wisconsin Avenue, Milwaukee, WI 53202. If returned, the policy will be
considered void from the beginning. Any premium paid will then be refunded.
NORTHWESTERN
MUTUAL LIFE (R)
================================================================================
Insured John J Doe Age and Sex 35 Male
Policy Date June 1, 1995 Policy Number 12 345 678
Plan Variable Whole Life Initial Total
With Additional Protection Death Benefit $ 150,519
<PAGE>
This policy is a legal contract between the Owner and The Northwestern Mutual
Life Insurance Company.
Read your policy carefully.
GUIDE TO POLICY PROVISIONS
BENEFITS AND PREMIUMS
SECTION 1. THE CONTRACT
Life Insurance Benefit payable on death of Insured.
Incontestablity. Suicide. Definition of dates.
SECTION 2. OWNERSHIP
Rights of the Owner. Assignment as collateral.
SECTION 3. ADDITIONAL PROTECTION
Description of Additional Protection. Reduction by Company.
Owners right to continue existing protection.
SECTION 4. PREMIUMS AND REINSTATEMENT
Payment of premiums. Grace period of 31 days to pay premium.
Amount of premium and premium adjustments.
Unscheduled additional premium payments.
Premium suspension. How to reinstate the policy.
SECTION 5. DIVIDENDS
Annual dividends. Use of dividends. Dividend at death.
SECTION 6. THE SEPARATE ACCOUNT
The Separate Account and the investment divisions.
Allocation of net premiums, dividends and deductions.
Transfer of assets.
SECTION 7. DETERMINATION OF VALUES
Policy Value. Cost of insurance charges. Excess amount.
Variable paid-up additional insurance.
SECTION 8. CASH VALUES AND PAID-UP INSURANCE
Cash value. Paid-up insurance if premium is not paid. Surrender.
SECTION 9. LOANS AND WITHDRAWALS
Policy loans. Interest on loans. Withdrawals.
SECTION 10. EXCHANGE OF POLICY
SECTION 11. BENEFICIARIES
Naming and change of beneficiaries.
Marital deduction provision for spouse of Insured.
Succession in interest of beneficiaries.
SECTION 12. PAYMENT OF POLICY BENEFITS
Payment of death or surrender proceeds.
Payment plans for policy proceeds.
Right to increase income under payment plans.
Guaranteed payment tables.
ADDITIONAL BENEFITS (if any)
APPLICATION
<PAGE>
BENEFITS AND PREMIUMS
DATE OF ISSUE - JUNE 1, 1995
Initial Annual Payable
Plan and Additional Benefits Amount Premiums for
Variable Whole Life
With Additional Protection
Minimum Guaranteed Death Benefit $100,000 $1,347.00 Life
Additional Protection 50,000* 189.00 Life
Premiums To Increase Policy Value
Scheduled Additional Premium 1,000.00 Life
Excess Amount 519#
Initial Totals $150,519# $2,536.00
* This amount of Additional Protection is guaranteed to June 1, 2006 unless
the guaranteed period is terminated sooner under section 3.1. To continue
this amount of Additional Protection after June 1, 2006, an increased
premium may be required under section 3.2.
# This amount may increase or decrease daily depending on investment
results.
A premium is payable June 1, 1995 and every June 1 after that.
The first premium is $2,536.00.
The initial minimum premium is $1,536.00.
This policy is issued on a select basis.
Direct Beneficiary Jane M Doe, spouse of the Insured
Owner John J Doe, the Insured
Insured John J Doe Age and Sex 35 Male
Policy Date June 1, 1995 Policy Number 12 345 678
Plan Variable Whole Life Initial Total
With Additional Protection Death Benefit $ 150,519
Page 3
<PAGE>
POLICY NUMBER 12 345 678
-LIST OF CONTRACTUAL MINIMUMS-
The minimum increase in the scheduled additional premium is $100.00.
The minimum unscheduled additional premium is $100.00.
The minimum withdrawal amount is $250.00.
TABLE OF DEDUCTIONS FROM ANNUAL PREMIUMS (see section 4.5)
an amount not more than $114.00; plus
an amount not more than 8% of the remainder of the premium
TABLE OF DEDUCTIONS FROM ADDITIONAL PREMIUMS (see section 4.5)
an amount not more than 8%
TABLE OF CHARGES UNDER PREMIUM SUSPENSION (see section 7.1)
if premiums are suspended as described in section 4.6.
an amount of not more than $104.88 per year
TABLE OF SURRENDER CHARGES (see section 8.1)
Following Payment
Policy of Premium Due on Surrender
Year June 1, Charge
1 1995 $ 703.80
2 1996 716.10
3 1997 728.40
4 1998 740.70
5 1999 753.00
6 2000 711.00
7 2001 669.00
8 2002 627.00
9 2003 585.00
10 2004 543.00
11 2005 434.40
12 2006 325.80
13 2007 217.20
14 2008 108.60
15 and later 2009 0.00
Page 4
<PAGE>
POLICY NUMBER 12 345 678
TABLE OF COST OF INSURANCE RATES
Beginning Beginning
of Policy of Policy
Year June 1, Rate Year June 1, Rate
1 1995 .00169 36 2030 .03463
2 1996 .00177 37 2031 .03891
3 1997 .00188 38 2032 .04256
4 1998 .00200 39 2033 .04744
5 1999 .00214 40 2034 .05292
6 2000 .00229 41 2035 .05880
7 2001 .00247 42 2036 .06506
8 2002 .00265 43 2037 .07164
9 2003 .00286 44 2038 .07847
10 2004 .00307 45 2039 .08572
11 2005 .00332 46 2040 .09367
12 2006 .00359 47 2041 .10252
13 2007 .00388 48 2042 .11252
14 2008 .00419 49 2043 .12379
15 2009 .00454 50 2044 .13611
16 2010 .00491 51 2045 .14920
17 2011 .00535 52 2046 .16280
18 2012 .00586 53 2047 .17679
19 2013 .00643 54 2048 .19089
20 2014 .00709 55 2049 .20529
21 2015 .00782 56 2050 .22019
22 2016 .00863 57 2051 .23584
23 2017 .00949 58 2052 .25275
24 2018 .01042 59 2053 .27163
25 2019 .01147 60 2054 .29565
26 2020 .01264 61 2054 .32996
27 2021 .01394 62 2055 .38455
28 2022 .01542 63 2056 .48020
29 2023 .01711 64 2057 .65798
30 2024 .01902 65 2058 1.00000
31 2025 .02113
32 2026 .02340
33 2027 .02586
34 2028 .02850
35 2029 .03138
Page 5
<PAGE>
POLICY NUMBER 12 345 678
TABLE OF MAXIMUM ANNUAL PREMIUMS PER $1,000 OF TERM INSURANCE
Beginning Beginning
of Policy of Policy
Year June 1, Rate Year June 1, Rate
11 2005 $ 3.59 41 2035 $ 61.58
12 2006 3.88 42 2036 68.12
13 2007 4.18 43 2037 75.00
14 2008 4.50 44 2038 82.14
15 2009 4.87 45 2039 89.72
16 2010 5.26 46 2040 98.02
17 2011 5.72 47 2041 107.27
18 2012 6.25 48 2042 117.73
19 2013 6.85 49 2043 129.50
20 2014 7.54 50 2044 142.38
21 2015 8.30 51 2045 156.06
22 2016 9.14 52 2046 170.28
23 2017 10.04 53 2047 184.90
24 2018 11.02 54 2048 199.63
25 2019 12.11 55 2049 214.68
26 2020 13.34 56 2050 230.26
27 2021 14.69 57 2051 246.61
28 2022 16.24 58 2052 264.29
29 2023 18.01 59 2053 284.02
30 2024 20.00 60 2054 309.12
31 2025 22.21 61 2055 344.98
32 2026 24.58 62 2056 402.04
33 2027 27.15 63 2057 502.01
34 2028 29.21 64 2058 687.81
35 2029 32.92 65 2059 1,000.00
36 2030 36.32
37 2031 40.79
38 2032 44.61
39 2033 49.71
40 2034 55.43
The last term premium increase date is June 1, 2039.
Page 6
<PAGE>
POLICY NUMBER 12 345 678
SEPARATE ACCOUNT (see section 6.1)
Account Divisions
Select Bond Division
International Equity Division
Money Market Division
Balanced Division
Index 500 Stock Division
Aggressive Growth Stock Division
High Yield Bond Division
Growth Stock Division
Growth & Income Stock Division
Index 400 Stock Division
Small Cap Growth Stock Division
Russell Multi-Style Equity Division
Russell Aggressive Equity Division
Russell Non-US Division
Russell Real Estate Securities Division
Russell Core Bond Division
The maximum number of Divisions for allocation is ten.
The initial allocation date as used in section 6.2 is July 1, 1999.
The maximum transfer fee is $ 25.00.
The maximum withdrawal charge is $ 25.00. See section 9.8.
Page 7
<PAGE>
POLICY NUMBER 12 345 678
TABLE OF TABULAR VALUES PER $1.00 OF INSURANCE
End End
of Policy Tabular of Policy Tabular
Year June 1, Value Year June 1, Value
1 1996 .01018 36 2031 .56194
2 1997 .02070 37 2032 .57992
3 1998 .03155 38 2033 .59785
4 1999 .04275 39 2034 .61536
5 2000 .05428 40 2035 .63237
6 2001 .06617 41 2036 .64887
7 2002 .07839 42 2037 .66487
8 2003 .09096 43 2038 .68042
9 2004 .10388 44 2039 .69559
10 2005 .11718 45 2040 .71045
11 2006 .13083 46 2041 .72495
12 2007 .14484 47 2042 .73904
13 2008 .15922 48 2043 .75262
14 2009 .17389 49 2044 .76555
15 2010 .18910 50 2045 .77777
16 2011 .20461 51 2046 .78929
17 2012 .22047 52 2047 .80018
18 2013 .23667 53 2048 .81054
19 2014 .25318 54 2049 .82055
20 2015 .26998 55 2050 .83041
21 2016 .28705 56 2051 .84031
22 2017 .30438 57 2052 .85052
23 2018 .32197 58 2053 .86134
24 2019 .33982 59 2054 .87320
25 2020 .35789 60 2055 .88639
26 2021 .37617 61 2056 .90105
27 2022 .39463 62 2057 .91703
28 2023 .41321 63 2058 .93375
29 2024 .43187 64 2059 .95015
30 2025 .45054 65 2060 1.00000
31 2026 .46920
32 2027 .48783
33 2028 .50643
34 2029 .52499
35 2030 .54352
The mortality basis is the Commissioners 1980 Standard Ordinary Mortality Table
for male nonsmokers. The annual effective interest rate used to calculate
quantities (a) and (b) of section 4.6 is 6%. All other net single premiums and
tabular values are based on an annual effective interest rate of 4%. All values
assume that claims are paid at the end of policy years.
The nonforfeiture factor is .01139284.
Page 8
<PAGE>
SECTION 1. THE CONTRACT
1.1 LIFE INSURANCE BENEFIT
The Northwestern Mutual Life Insurance Company will pay a benefit on the
death of the Insured. Subject to the terms and conditions of the policy:
o payment of the death proceeds will be made after proof of the death
of the Insured is received at the Home Office; and
o payment will be made to the beneficiary or other payee under
Sections 11 and 12.
The amount of the death proceeds when all premiums due have been paid will be:
o the Insurance Amount; plus
o the amount of variable paid-up additional insurance under Section
7.4; less
o if premiums are not paid on an annual basis, an adjustment for any
premiums used to purchase variable paid-up additional insurance that
are due later in the policy year; plus
o the amount of any dividend at death (Section 5.3); less
o the amount of any policy debt (Section 9.3).
These amounts will be determined as of the date of death.
The Insurance Amount will be the greater of (a) and (b) where:
(a) is the sum of:
o the Minimum Guaranteed Death Benefit shown on page 3; plus
o the amount of Additional Protection then in force under
Section 3; plus
o the Excess Amount determined under Section 7.3; and
(b) is the amount of paid-up insurance which could be purchased by the
Policy Value applied as a net single premium using the basis of
values shown on page 8. If premiums are not paid on an annual basis,
this amount of paid-up insurance will be reduced by an adjustment
for any premiums due later in the policy year.
The amount of the death proceeds when the Insured dies during the grace
period following the due date of an a unpaid premium will be:
o the amount determined above assuming the overdue premium had been
paid; less
o the amount of the unpaid premium.
The amount of the death proceeds when the Insured dies while the policy is
in force as paid-up insurance will be determined under Section 8.
1.2 ENTIRE CONTRACT; CHANGES
This policy with the attached application is the entire contract.
Statements in the application are representations and not warranties. A change
in the policy is valid only if it is approved in writing by an officer of the
Company. The Company may require that the policy be sent to it for endorsement
to show a change. No agent has the authority to change the policy or to waive
any of its terms.
1.3 INCONTESTABILITY
The Company will not contest insurance under this policy after the
insurance has been in force during the lifetime of the Insured for two years
from the Date of Issue. In issuing the insurance, the Company has relied on the
application. While the insurance is contestable, the Company, on the basis of a
misstatement in the application, may rescind the insurance or deny a claim.
1.4 SUICIDE
If the Insured dies by suicide within one year from the Date of Issue, the
amount payable by the Company will be limited to the premiums paid, less the
amount of any policy debt and withdrawals and less the cash value of any
variable paid-up insurance surrendered.
1.5 POLICY DATE AND DATE OF ISSUE
Policy months, years and anniversaries are computed from the Policy Date.
The contestable and suicide periods begin with the Date of Issue. These dates
are shown on page 3. The Date of Issue for any increase in insurance issued
under Additional Premiums Scheduled After Issue (Section 4.2) or any Optional
Unscheduled Additional Premium (Section 4.3) will be shown on an amendment to
the Schedule of Benefits and Premiums.
1.6 MISSTATEMENT OF AGE OR SEX
If the age or sex of the Insured has been misstated, the amount payable
will be the amount which the premiums paid would have purchased at the correct
age and sex.
1.7 PAYMENTS BY THE COMPANY
All payments by the Company under this policy are payable at its Home
Office.
1.8 INSURABILITY REQUIREMENTS
To make some changes under this policy, the Insured must meet the
Company's insurability requirements. These requirements are as follows:
o evidence of insurability must be given that is satisfactory to the
Company; and
o under the Company's underwriting standards, the Insured is in an
underwriting classification that is the same as, or is better than,
the one for this policy.
9
<PAGE>
SECTION 2. OWNERSHIP
2.1 THE OWNER
The Owner is named on page 3. The Owner, his successor or his transferee
may exercise policy rights without the consent of any beneficiary. After the
death of the Insured, policy rights may be exercised only as provided in
Sections 11 and 12.
2.2 TRANSFER OF OWNERSHIP
The Owner may transfer the ownership of this policy. Written proof of
transfer satisfactory to the Company must be received at its Home Office. The
transfer will then take effect as of the date that it was signed. The Company
may require that the policy be sent to it for endorsement to show the transfer.
2.3 COLLATERAL ASSIGNMENT
The Owner may assign this policy as collateral security. The Company is
not responsible for the validity or effect of the collateral assignment. The
Company will not be responsible to an assignee for any payment or other action
taken by the Company before receipt of the assignment in writing at its Home
Office.
The interest of any beneficiary will be subject to any collateral
assignment made either before or after the beneficiary is named.
The collateral assignee is not an Owner. A collateral assignment is not a
transfer of ownership. Ownership can be transferred only by complying with
Section 2.2.
SECTION 3. ADDITIONAL PROTECTION
3.1 ADDITIONAL PROTECTION
Additional Protection is insurance guaranteed for the period shown on page
3. The initial amount of and premium for Additional Protection are shown on page
3.
Additional Protection will terminate on any policy anniversary on which:
o the Owner has directed that dividends be used other than to increase
Policy Value; and
o the policy does not have Excess Amount.
3.2 REDUCTION BY COMPANY; OWNER'S RIGHT TO CONTINUE EXISTING PROTECTION
For any policy year after the end of the guaranteed period, the Company
may reduce the amount of Additional Protection if, at the attained age of the
Insured:
o the net annual policy premium; plus
o the excess, if any, of:
o the Policy Value 25 days before the policy anniversary plus
any dividend payable on the policy anniversary; over
o the tabular value of the Minimum Guaranteed Death Benefit on
the policy anniversary;
is less than:
o the Minimum Guaranteed Death Benefit times the nonforfeiture
factor (shown on page 8); plus
o that portion of the cost of insurance charge for the Insurance
Amount which the Company determines applies to Additional
Protection.
The amount of Additional Protection will be reduced to equal the amount of
term insurance which could be purchased by the premium for Additional Protection
plus any dividend payable on the policy anniversary. The premium rates for term
insurance will not be more than the rates shown on page 6. The Company will send
written notice of the reduction.
The Owner may prevent a reduction that would occur on or before the last
term insurance premium increase date shown on page 6. This may be done by the
payment of an increased minimum premium as determined under Section 4.2.
The increased premium will be payable for the remainder of the premium
paying period. The premium must be received at the Home Office within 31 days of
the date the reduction would take effect.
The right of the Owner to continue the amount of Additional Protection
will terminate as of the first policy anniversary on which the Owner fails to
pay an increased premium when due.
SECTION 4. PREMIUMS AND REINSTATEMENT
4.1 PREMIUM PAYMENT
Payment. All premiums after the first are payable at the Home Office or to an
authorized agent. A receipt signed by an officer of the Company will be
furnished on request. A premium must be paid on or before its due date. The date
when each premium is due and the number of years for which premiums are payable
are described on page 3.
No premiums may be paid while this policy is in force as paid-up insurance
under Section 8, except as provided in Reinstatement (Section 4.7).
Frequency. Premiums are payable annually. Premiums may be paid on any other
frequency, with the consent of the Company.
Grace Period. A grace period of 31 days will be allowed to pay a premium that is
not paid on its due date. The policy will be in full force during this period.
If a premium is paid during the grace period, policy values will be the same as
if the premium had been paid on the premium due date. If the Insured dies during
the grace period, any overdue premium will be paid from the proceeds of the
policy.
If a premium is not paid within the grace period, and the policy does not
qualify for Premium Suspension (Section 4.6), the policy will terminate as of
the due date unless it continues as paid-up insurance under Section 8.
10
<PAGE>
4.2 AMOUNT OF PREMIUM; ADJUSTMENTS
Scheduled and Minimum Premiums. The premium due on this policy is the scheduled
premium plus any required unscheduled additional premium due under Section 4.4.
The scheduled premium is the sum of the minimum premium, any scheduled
additional premium used to purchase variable paid-up additional insurance or to
increase Policy Value, and any premium that is due for any additional benefit
that is a part of this policy. The minimum premium is the premium for the
Minimum Guaranteed Death Benefit and Additional Protection. The premium amounts
at issue are shown on page 3.
An increase in the minimum premium under Section 3.2 will be determined by
adding the premium for the Minimum Guaranteed Death Benefit to the term
insurance premium for the amount of Additional Protection at the attained age of
the Insured. The premium rates for term insurance will not be more than the
rates shown on page 6. The minimum premium will not be increased after the last
term insurance premium increase date shown on page 6.
Additional Premiums Scheduled At Issue. This policy may have been issued with
level additional premiums in excess of the minimum premium. The amount of these
additional premiums is shown on page 3.
Additional Premiums Scheduled After Issue. The Owner may pay additional premiums
by requesting that the level premium payable on the policy be increased. An
increase in the level amount may be made at any time before the policy
anniversary that is nearest to the 85th birthday of the Insured. The minimum
amount of increase is shown on page 4. Additional premiums may be scheduled only
if, at the time the increases are applied for:
o the insurance in force after applying the scheduled additional
premiums will be within the Company's issue limit; and
o the Company's insurability requirements are met.
Owner's Right To Decrease Scheduled Additional Premiums. The Owner may decrease
the amount of additional premium scheduled at issue or after issue. This may be
done at any time by written request sent to the Home Office. Later increases in
the level amount may be made only as provided in the preceding paragraph.
Effective Date. A premium change will take effect on the first premium due date
that follows the receipt at the Home Office of the Owner's written request for
change. When the Owner increases or decreases premiums, the Company will send an
amendment to the Schedule of Benefits and Premiums.
Additional Premiums Used To Purchase Paid-Up Additional Insurance Or Increase
Policy Value. As directed by the Owner each scheduled additional premium paid
will be used to purchase variable paid-up additional insurance or to increase
Policy Value as shown on page 3. The Owner may change this direction by written
notice sent to the Home Office, subject to evidence of insurability. The
purchase or increase will be made as of the policy anniversary.
4.3 OPTIONAL UNSCHEDULED ADDITIONAL PREMIUM
Unscheduled additional premiums may be paid to the Company at any time
before the policy anniversary that is nearest to the Insured's 85th birthday. An
unscheduled additional premium may be paid only if, at the time the premium is
paid:
o the insurance in force after applying the unscheduled additional
premium will be within the Company's issue limits; and
o the Company's insurability requirements are met.
Each unscheduled additional premium may not be less than the minimum
amount shown on page 4. As directed by the Owner, each net unscheduled
additional premium will be used, as of the date the premium is received by the
Company, to purchase variable paid-up additional insurance or to increase Policy
Value.
4.4 REQUIRED UNSCHEDULED ADDITIONAL PREMIUM
If a withdrawal has been made, the Company may require an unscheduled
additional premium to be paid. The due date of the required unscheduled
additional premium is the policy anniversary following written notice by the
Company. The net unscheduled additional premium will be used to increase Policy
Value.
The amount of required unscheduled additional premium due on a policy
anniversary will be the lesser of (a) and (b) where:
(a) is
o the tabular value for the Minimum Guaranteed Death Benefit;
minus
o the Policy Value, 25 days prior to the anniversary; and
(b) is
o the accumulation at 4% annual interest of all amounts
withdrawn; minus
o the accumulation at 4% annual interest of all additional
premiums used to increase Policy Value.
If either (a) or (b) is zero or less than zero, no unscheduled additional
premium will be required.
4.5 NET PREMIUMS
Net Annual Policy Premium. The net annual policy premium is:
o the annual premium for the Minimum Guaranteed Death Benefit;
plus
o the annual premium for Additional Protection; plus
o the annual scheduled additional premium used to increase
Policy Value; less
o deductions for expenses; less
o deductions for any classified mortality.
The deductions for expenses and classified mortality will not be more than the
amounts shown in the Table of Deductions from Annual Premiums shown on page 4.
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Net Scheduled Additional Premium Used to Purchase Variable Paid-up Insurance. A
net scheduled additional premium used to purchase variable paid-up insurance is:
o the annual scheduled additional premium used to purchase additional
insurance; less
o deductions for expenses; less
o any classified mortality charge.
The deductions for expenses and the charge for classified mortality will not be
more than the amounts shown in the Table of Deductions from Additional Premiums
shown on page 4.
Net Unscheduled Additional Premium. A net unscheduled additional premium is:
o an optional or required unscheduled additional premium; less
o deductions for expenses; less
o any classified mortality charge.
The deductions for expenses and the charge for classified mortality will not be
more than the amounts shown in the Table of Deductions from Additional Premiums
shown on page 4.
4.6 PREMIUM SUSPENSION
A policy qualifies for premium suspension if at the end of the grace
period:
o the Excess Amount as of 25 days prior to the previous policy
anniversary is greater than or equal to one year's minimum premium
plus one year's premium for any additional benefits;
o the Company determines that the Policy Value 25 days prior to the
previous policy anniversary is greater than the sum of (a) plus (b)
where:
(a) is the net single premium on that anniversary for the
Insurance Amount. This net single premium will be calculated
using the basis of values for premium suspension shown on page
8; and
(b) is the present value of charges for premium suspension for all
future years. The present value will be calculated using:
o amounts which the Company is then charging for premium
suspension; and
o the basis of values for premium suspension shown on page
8; and
o no withdrawals have been made after a date 25 days prior to the
previous policy anniversary.
If a policy qualifies for premium suspension:
o the scheduled premium otherwise currently due does not need to be
paid; and
o the policy will not terminate because of the failure to pay the
premium.
The Owner may pay unscheduled additional premiums as provided under Section
4.3.
While premiums are being suspended, contract charges will be deducted from
the Policy Value on each policy anniversary, subject to the maximum charges
shown on page 4. If the premium frequency is other than annual, a deduction will
be made from Policy Value to pay a premium for the remainder of the policy year
and the premium frequency will be changed to annual.
The payment of premiums must resume as of a policy anniversary if either:
o the Excess Amount as of 25 days prior to a policy anniversary is
less than the sum of one year's minimum premium plus one year's
premium for any additional benefits; or
o the Owner elects to end premium suspension by written request sent
to the Home Office.
If a withdrawal of Policy Value is made, premiums will no longer be suspended
unless the policy requalifies for premium suspension as of the next policy
anniversary.
4.7 REINSTATEMENT
This policy may be reinstated within three years after the due date of the
overdue premium. All unpaid minimum premiums and premiums for any additional
benefits that are a part of this policy (and interest as required below) must be
received by the Company while the Insured is alive. The policy may not be
reinstated if the policy was surrendered. After reinstatement, the policy will
have the same Minimum Guaranteed Death Benefit, Additional Protection, Policy
Value and variable paid-up additional insurance as if:
o all minimum premiums had been paid when due;
o investment earnings for all Divisions, less charges against the
Separate Account, had been credited at an annual effective interest
rate of 4% from the due date of the overdue premium until the date
of reinstatement; and
o loan interest, less charges by the Company for expenses and taxes,
had been credited to Policy Value and to the cash value of variable
paid-up additional insurance at an annual effective interest rate of
4%, from the due date of the overdue premium until the date of
reinstatement.
In addition, for the policy to be reinstated more than 31 days after the
end of the grace period, the Company's insurability requirements must be met and
an amount must be paid equal to the greater of:
o all unpaid minimum premiums and premiums for additional benefits
with interest from the due date of each premium at an annual
effective rate of 5%; and
o 110% of the excess of the cash value of the policy upon
reinstatement over the cash value of the policy just before
reinstatement, plus all unpaid premiums for additional benefits with
interest from the due date of each premium at an annual effective
rate of 5%.
Any policy debt on the due date of the overdue premium, with interest at
an annual effective interest rate of 5% from that date, must be repaid or
reinstated.
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SECTION 5. DIVIDENDS
5.1 ANNUAL DIVIDENDS
This policy will share in the divisible surplus of the Company. This
surplus is determined each year. This policy's share will be credited as a
dividend on the policy anniversary.
5.2 USE OF DIVIDENDS
Policy In Force As Variable Whole Life With Additional Protection. If Additional
Protection is in force and there is no Excess Amount, dividends will be used to
increase Policy Value. If Additional Protection is not in force, or if there is
Excess Amount, dividends may be paid in cash or used for one of the following:
o Policy Value. Dividends will be used to increase Policy Value.
o Paid-Up Additional Insurance. Dividends will purchase variable
benefit paid-up additional insurance.
o Premium Payment. Dividends will be used to reduce premiums. If the
dividend is greater than the premium, the balance will be used to
increase Policy Value.
Other uses of dividends may be made available by the Company.
If no direction is given for the use of dividends, they will be used to
increase Policy Value.
Policy In Force As Fixed Benefit Paid-Up Insurance. Dividends may be paid in
cash or used to purchase fixed benefit paid-up additional insurance. Other uses
of dividends may be made available by the Company.
If no direction is given for the use of dividends, they will be used to
purchase fixed benefit paid-up additional insurance.
Policy In Force As Variable Benefit Paid-Up Insurance. Dividends may be paid in
cash or used to purchase variable paid-up additional insurance. Other uses of
dividends may be made available by the Company.
If no direction is given for the use of dividends, they will be used to
purchase variable paid-up additional insurance.
5.3 DIVIDEND AT DEATH
If a dividend is payable for the period from the beginning of the policy
year to the date of the Insured's death, the dividend is payable as part of the
policy proceeds.
SECTION 6. THE SEPARATE ACCOUNT
6.1 DESCRIPTION
The Northwestern Mutual Variable Life Account (the Separate Account) has
been established by the Company pursuant to Wisconsin law and is registered as a
unit investment trust under the Investment Company Act of 1940.
The Separate Account has several Divisions, as shown on page 7. Assets of
the Separate Account are invested in shares of Northwestern Mutual Series Fund,
Inc. (the Fund). The Fund is registered under the Investment Company Act of 1940
as an open-end, diversified investment company. The Fund has one Portfolio for
each Division. Assets of each Division of the Separate Account are invested in
shares of the corresponding Portfolio of the Fund. Shares of the Fund are
purchased for the Separate Account at their net asset value. The Company may
make available additional Divisions and Portfolios.
Assets will be allocated to the Separate Account to support the operation
of this policy (except when in force as fixed benefit paid-up insurance) and
other variable life insurance policies. Assets may also be allocated for other
purposes, but not to support the operation of any contracts or policies other
than variable life insurance. Income and realized and unrealized gains and
losses from assets in the Separate Account are credited to or charged against it
without regard to other income, gains or losses of the Company.
The assets of the Separate Account will be valued on each valuation day.
They are the property of the Company. The portion of these assets equal to
policy reserves and liabilities will not be charged with liabilities arising out
of any other business the Company may conduct. The Company reserves the right to
transfer assets of the Separate Account in excess of these reserves and
liabilities to its General Account.
The Owner may exchange this policy for a fixed benefit life insurance
policy if the Fund changes its investment advisor or if a Portfolio has a
material change in its investment objectives or restrictions. The Company will
notify the Owner if there is any such change. The Owner may exchange this policy
within 60 days after the notice or the effective date of the change, whichever
is later.
If, in the judgment of the Company, a Portfolio no longer suits the
purposes of this policy due to a change in its investment objectives or
restrictions, the Company may substitute shares of another Portfolio of the Fund
or shares of another mutual fund. Any such substitution will be subject to any
required approval of the Securities and Exchange Commission (SEC), the Wisconsin
Commissioner of Insurance or other regulatory authority.
The Company also may, to the extent permitted by applicable laws and
regulations (including any order of the SEC), make changes as follows:
o the Separate Account or a Division may be operated as a management
company under the Investment Company Act of 1940, or in any other
form permitted by law, if deemed by the Company to be in the best
interest of the policyowners.
o the Separate Account may be deregistered under the Investment
Company Act of 1940 in the event registration is no longer required.
o the provisions of this and other policies may be modified to comply
with any other applicable federal or state laws.
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In the event of a substitution or change, the Company may make appropriate
endorsement of this and other policies having an interest in the Separate
Account and take other actions as may be necessary to effect the substitution or
change.
6.2 ALLOCATION OF NET PREMIUMS, DIVIDENDS AND DEDUCTIONS
The first net annual policy premium and any net scheduled additional
premium used to purchase variable paid-up insurance will be allocated to the
Money Market Division on the Policy Date. Any net unscheduled additional
premium received prior to the Initial Allocation Date will be allocated to the
Money Market Division on the later of the Policy Date and the date the Company
receives the premium. The Initial Allocation Date is shown on page 7.
On the Initial Allocation Date, amounts in the Money Market Division will
be allocated in accordance with the application. This allocation will remain in
effect for later net premiums unless changed by the Owner by written request.
Any change in allocation will be in effect for net premiums credited to the
policy following the receipt of the written request at the Home Office.
Allocations must be in whole percentages. If a Division is to receive an
allocation, the allocation must be at least 10%. An allocation will not be
permitted that results in assets invested for this policy being apportioned
among more than the maximum number of Divisions for allocation shown on page 7.
Any deduction from Policy Value or from the value of variable paid-up
additional insurance, other than a decrease due to investment results, will be
allocated in proportion to the values in the Divisions.
6.3 TRANSFER OF ASSETS
On or after the Initial Allocation Date, the Owner may transfer the assets
(other than policy debt) invested for this policy to any of the Divisions, as
long as these assets, following the transfer, are allocated among not more than
the maximum number of Divisions for allocation shown on page 7. Transfers may be
made as often as twelve times in a policy year.
The transfer will take effect on the date a written request is received in
the Home Office. A fee may be required. The maximum fee is shown on page 7.
SECTION 7. DETERMINATION OF VALUES
7.1 POLICY VALUE
On the Policy Date, the Policy Value is equal to the net annual policy
premium plus any net unscheduled additional premium credited to Policy Value on
the Policy Date, less the cost of insurance charge. On any day after that, the
Policy Value is equal to what it was on the previous day plus these items:
o any increase due to investment results of all amounts invested in
all Divisions for the Policy Value;
o interest on the Policy Value's share of policy debt at an annual
rate equal to the loan interest rate less a charge by the Company
for expenses and taxes;
o on each policy anniversary, if the premium due is paid within the
grace period, the net annual policy premium;
o any net unscheduled additional premium used to increase Policy Value
credited that day;
o any policy dividend payable on that day directed to increase Policy
Value; and
o any amounts transferred to Policy Value from variable paid-up
additional insurance;
and minus any of these items applicable on that day:
o any decrease due to investment results of all amounts invested in
all Divisions for the Policy Value;
o a charge against the Separate Account at a rate of not more than
0.0016389% a day (0.60% a year) for mortality and expense risks that
the Company assumes;
o any amount charged against the Separate Account for taxes;
o if the annual premium is suspended under the Premium Suspension
provision (Section 4.6), any charges required under that provision;
o the cost of insurance charge for the Insurance Amount;
o any withdrawals; and
o any surrender charges, administrative charges or reduction in policy
debt that may result from a withdrawal, a decrease in face amount or
a change to variable benefit paid-up insurance
In addition, Policy Value will be adjusted for any increase or decrease,
other than on a policy anniversary, in the amount of scheduled additional
premiums used to increase Policy Value.
7.2 COST OF INSURANCE CHARGES FOR THE INSURANCE AMOUNT
A cost of insurance charge is deducted from the Policy Value on each
policy anniversary and is used in the determination of the Policy Value on the
Policy Date. The cost of insurance charge is the cost of insurance rate times
the net amount at risk. The cost of insurance rate is based on the attained age
of the Insured. The cost of insurance rates are shown on page 5. The net amount
at risk is (a) minus (b) where:
(a) is the projected Insurance Amount divided by 1.04. The projected
Insurance Amount is what the Insurance Amount would be at the end of
the policy year assuming a 4% annual effective interest rate on
invested funds; and
(b) is the Policy Value.
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If an unscheduled additional premium paid on a date other than a policy
anniversary results in an increase in the net amount at risk, a cost of
insurance charge for the portion of the policy year remaining will be deducted
from Policy Value on the date the unscheduled additional premium is received by
the Company.
7.3 EXCESS AMOUNT
The Excess Amount is:
o the Policy Value; less
o the tabular value of the Minimum Guaranteed Death Benefit; less
o the tabular value of the amount of Additional Protection; less
o an adjustment, if premiums are not paid on an annual basis, for
premiums due later in the policy year.
If the amount determined above is less than zero, the Excess Amount will
be zero.
7.4 VARIABLE PAID-UP ADDITIONAL INSURANCE
Additional premiums and dividends used to purchase variable paid-up
additional insurance will immediately increase the death proceeds payable under
Section 1.1. These amount are not included in the Additional Protection.
The amount of variable paid-up additional insurance is equal to the cash
value of variable paid-up additional insurance divided by the net single premium
using the basis of values shown on page 8.
On the Policy Date, the cash value of variable paid-up additional insurance
is equal to any net additional premium used to purchase variable paid-up
additional insurance less the cost of insurance charge for the variable paid-up
additional insurance. On any day after that, the cash value of variable paid-up
additional insurance is equal to what it was on the previous day plus these
items:
o any increase due to investment results of all amounts invested in
all Divisions for the variable paid-up additional insurance;
o interest on the variable paid-up additional insurance's share of
policy debt at an annual rate equal to the loan interest rate less a
charge by the Company for expenses and taxes;
o on each policy anniversary, if the premium due is paid within the
grace period, the net scheduled additional premium used to purchase
variable paid-up additional insurance;
o any net unscheduled additional premium used to purchase variable
paid-up additional insurance credited that day; and
o any policy dividend payable on that day directed to purchase
variable paid-up additional insurance;
and minus any of these items applicable on that day:
o any decrease due to investment results of all amounts invested in
all Divisions for the variable paid-up additional insurance;
o a charge against the Separate Account at a rate of not more than
0.0016389% a day (0.60% a year) for mortality and expense risks that
the Company assumes;
o any amount charged against the Separate Account for taxes;
o the cost of insurance charge for the variable paid-up additional
insurance;
o any surrender of variable paid-up additional insurance; and
o any amount transferred to Policy Value.
In addition, variable paid-up additional insurance will be adjusted for
any increase or decrease, other than on a policy anniversary, in the amount of
scheduled additional premiums used to purchase variable paid-up additional
insurance.
Transfer Of Cash Value Of Variable Paid-Up Additional Insurance To Policy Value.
The Owner may transfer the cash value of any variable paid-up additional
insurance to Policy Value. The transfer will take effect on the date a written
request to transfer is received at the Home Office. Policy Value may not be
transferred to the cash value of variable paid-up additional insurance.
7.5 COST OF INSURANCE CHARGES FOR VARIABLE PAID UP ADDITIONAL INSURANCE
A cost of insurance charge is deducted from the cash value of variable
paid-up additional insurance on each policy anniversary and is used in the
determination of the cash value of variable paid-up additional insurance on the
Policy Date. The cost of insurance charge is the cost of insurance rate times
the net amount at risk. The cost of insurance rate is based on the attained age
of the Insured. The cost of insurance rates are shown on page 5. On a policy
anniversary, the net amount at risk is (a) minus (b) where:
(a) is the amount of variable paid-up additional insurance divided by
1.04; and
(b) is the cash value of variable paid-up additional insurance on the
policy anniversary.
If a net unscheduled additional premium is credited to the cash value of
variable paid-up additional insurance on a day other than the policy
anniversary, there will be a cost of insurance charge for the remainder of the
policy year based on the increase in the net amount at risk resulting from the
unscheduled additional premium.
7.6 VALUATION DAY AND VALUATION PERIOD
A valuation day is any day on which the assets of the Separate Account are
valued. A valuation period is a valuation day and any immediately preceding days
which are not valuation days.
Assets are valued as of the close of trading on the New York Stock
Exchange on each day the Exchange is open. Each Division's share of amounts
allocated, transferred or added to a Division or of amounts deducted, loaned,
transferred or withdrawn from a Division on any day will be determined as of the
end of the valuation period that contains that day.
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SECTION 8. CASH VALUES AND PAID-UP INSURANCE
8.1 CASH VALUE
The cash value of this policy on any date when all premiums due have been
paid, during the grace period following the due date of an unpaid premium, or
when this policy is in force as variable benefit paid-up insurance is equal to:
o the Policy Value; plus
o the cash value of variable paid-up additional insurance; less
o any policy debt; less
o the surrender charge for the policy year shown on page 4. There is
no surrender charge if the policy is in force as variable benefit
paid-up insurance.
If premiums are not paid on an annual basis, the cash value will reflect a
reduction for any premiums due later in the policy year.
8.2 FIXED BENEFIT PAID-UP INSURANCE
If any premium is unpaid on the last day of the grace period and if the
cash value is at least $1,000 on the last day of the grace period, this policy
will be in force as fixed benefit paid-up insurance. If the cash value is less
than $1,000 as of the last day of the grace period, the policy will be treated
as surrendered under Section 8.4.
When the policy is in force as fixed benefit paid-up insurance, the
Minimum Guaranteed Death Benefit, Additional Protection and Policy Value will
not be in effect.
The amount of fixed benefit paid-up insurance will be determined by using
the cash value plus the policy debt, both as of the last day of the grace
period, as a net single premium at the attained age of the Insured. However, if
a portion of the cash value is attributable to variable paid-up additional
insurance, that portion will be applied to purchase fixed benefit paid-up
additions. The variable paid-up additional insurance will no longer be in force.
The cash value of fixed benefit paid-up insurance or fixed benefit paid-up
additions will be the net single premium for that insurance at the attained age
of the Insured less any policy debt. If fixed benefit paid-up insurance is
surrendered within 31 days after a policy anniversary, the cash value will not
be less than the cash value on that anniversary reduced by any later surrender
of paid-up additions and adjusted for any later change in policy debt.
The amount of the death proceeds when this policy is in force as fixed
benefit paid-up insurance will be:
o the amount of fixed benefit paid-up insurance determined above; plus
o the amount of any fixed benefit paid-up additions then in force;
plus
o the amount of any dividend at death; less
o the amount of any policy debt.
These amounts will be determined as of the date of death.
Any policy debt will continue on fixed benefit paid-up insurance. Fixed
benefit paid-up insurance will share in divisible surplus.
8.3 VARIABLE BENEFIT PAID-UP INSURANCE
Variable benefit paid-up insurance may be selected in place of fixed
benefit paid-up insurance provided the cash value of the policy is at least
$5,000 on the last day of the grace period. A written request must be received
at the Home Office no later than the last day of the grace period.
When the policy is in force as variable benefit paid-up insurance, the
Minimum Guaranteed Death Benefit and Additional Protection will not be in
effect. On the due date of the unpaid premium, the Policy Value is set equal to
the cash value plus the policy debt. The cash value of variable paid-up
additional insurance is set at zero.
The amount of the death proceeds when this policy is in force as variable
benefit paid-up insurance will be:
o the Policy Value of variable benefit paid-up insurance divided by
the net single premium using the basis of values on page 8; plus
o the amount of any in force variable paid-up additional insurance
purchased by dividends; plus
o the amount of any dividend at death; less
o the amount of any policy debt.
These amounts will be determined as of the date of death.
Any policy debt will continue on variable benefit paid-up insurance.
Variable benefit paid-up insurance will share in divisible surplus.
8.4 SURRENDER
The Owner may surrender this policy for its cash value. A written
surrender of all claims, satisfactory to the Company, will be required. The date
of surrender will be the date of receipt at the Home Office of the written
surrender. The policy will terminate, and the cash value will be determined, as
of the end of the valuation period which includes the date of surrender, or, in
the case of fixed benefit paid-up insurance, as of the date of surrender. The
Company may require that the policy be sent to it.
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8.5 DEFERRAL OF PAYMENTS
Variable Insurance. During any period when:
o the sale of securities or the determination of investment results is
not reasonably practicable because
(i) the New York Stock Exchange is closed; or
(ii) conditions are such that, under rules and regulations adopted
by the SEC, trading is deemed to be restricted or an emergency
is deemed to exist; or
o the SEC, by order, permits deferral for the protection of the
Company's policy owners;
the Company reserves the right:
o to defer determination of cash value and payment of the cash value;
o to defer payment of a loan or withdrawal;
o to defer determination of a change in the amount of variable
insurance or other variable amounts payable on death, and, if such
determination has been deferred, to defer payment of any portion of
the death benefit based on a variable amount; and
o if payment of all or part of the death benefit is deferred, to defer
application of the death proceeds to a payment plan under Section
12.
Fixed Benefit Insurance. The Company may defer paying the cash value of the
fixed benefit paid-up insurance for up to six months from the date of surrender.
If payment is deferred for 30 days or more, interest will be paid on the cash
value at an annual effective rate of 4% from the date of surrender to the date
of payment.
The Company may defer making a loan for up to six months.
8.6 TABULAR VALUES
The tabular value of the Minimum Guaranteed Death Benefit is equal to the
Minimum Guaranteed Death Benefit times the tabular value per $1 of insurance.
The tabular value of Additional Protection is equal to the amount of Additional
Protection times the tabular value per $1 of insurance. Tabular values per $1 of
insurance are shown on page 8 for each policy anniversary. Tabular values during
a policy year will reflect the time elapsed in that year.
Tabular values are the net level premium reserves for a whole life policy
calculated using the basis of values shown on page 8. Calculations assume annual
premiums are paid at the beginning of the policy year and claims are paid at the
end of the policy year.
Tabular values are used to determine:
o whether the amount of Additional Protection may be reduced under
Section 3.2;
o to determine the amount of any required unscheduled additional
premium under Section 4.4;
o whether the policy qualifies for premium suspension under Section
4.6; and
o the Excess Amount under Section 7.3.
SECTION 9. LOANS AND WITHDRAWALS
9.1 POLICY LOANS
The Owner may obtain a loan from the Company in an amount that, when added
to existing policy debt, is not more than the loan value.
A loan may be obtained on written request or to pay an overdue premium if
the premium loan provision is in effect on this policy and premiums are not
suspended under Section 4.6. If the loan value is not large enough to pay the
overdue premium, a premium will be paid for any other frequency permitted by the
Company for which the loan value is large enough. The Owner may elect or revoke
the premium loan provision by written request received at the Home Office.
9.2 LOAN VALUE
The loan value is 90% of the sum of the cash value and any existing policy
debt on the date of the loan.
9.3 POLICY DEBT
Policy debt consists of all outstanding loans and accrued interest. It may
be paid to the Company at any time. Any policy debt will be deducted from the
policy proceeds.
If the cash value decreases to zero, this policy will terminate unless a
sufficient portion of the policy debt is repaid. Termination occurs 31 days
after a notice has been mailed to the Owner and to any assignee on record at the
Home Office. The notice will state the amount that must be repaid to keep the
policy in force.
9.4 ALLOCATION OF LOANS
Except when this policy is in force as fixed benefit paid-up insurance, a
loan will be allocated between Policy Value and variable paid-up additional
insurance in proportion to the amount of cash value attributable to Policy Value
and the cash value of variable paid-up additional insurance. On the date a loan
is made, or on the date unpaid interest is added to the loan, the amounts
invested for this policy in each Division will be reduced in proportion to the
amounts in each Division. On the date a loan repayment is made, the amounts
invested for this policy in each Division will be increased in proportion to the
amounts in each Division.
17
<PAGE>
9.5 LOAN INTEREST
Interest accrues and is payable on a daily basis from the date of the loan
on loans requested by the Owner and from the premium due date on loans to pay
premiums. Unpaid interest is added to the loan.
The Specified Rate loan interest option or the Variable Rate loan interest
option is elected on the application. The Owner may change this election at any
time, but the change will not take effect until the January 1st following
receipt of a written request at the Company's Home Office.
9.6 SPECIFIED RATE LOAN INTEREST OPTION
Interest is payable at an annual effective rate of 5%.
9.7 VARIABLE RATE LOAN INTEREST OPTION
Interest is payable at an annual effective rate that is set by the Company
annually and applied to new or outstanding policy debt during the year beginning
each January 1. The highest loan interest rate that may be set by the Company is
the greater of:
o a rate 1% higher than the rate shown on page 8 used to calculate
tabular values; and
o a rate based on the Corporate Bond Yield Averages -- Monthly Average
Corporates for the immediately preceding October. This Average is
published by Moody's Investors Service, Inc. If it is no longer
published, the highest loan interest rate will be based on some
other similar average established by the insurance supervisory
official of the state in which this policy is delivered.
The loan interest rate set by the Company will not exceed the maximum rate
permitted by the laws of the state in which this policy is delivered. The loan
interest rate will not be changed unless the change in the annual effective rate
is at least 1/2%.
The Company will give notice:
o of the initial loan interest rate in effect at the time a policy
loan is made.
o of an increase in loan interest rate on outstanding policy debt no
later than 30 days before the January 1st on which the increase
takes effect.
This policy will not terminate during a policy year as the sole result of
an increase in the loan interest rate during that policy year.
9.8 WITHDRAWALS
The Owner may make a withdrawal of Policy Value. A fee may be charged
subject to the maximum shown on page 7. However, the Owner may not:
o withdraw more than the Excess Amount less the surrender charge shown
on page 4;
o withdraw an amount which would reduce the loan value to less than
the policy debt;
o withdraw less than the minimum withdrawal amount shown on page 4; or
o make more than four withdrawals in a policy year.
Any withdrawal from Policy Value will be allocated between the Divisions
in proportion to the amount attributable to each Division.
SECTION 10. EXCHANGE OF POLICY
Within 24 months after the Date of Issue shown on page 3, provided
premiums are duly paid, the Owner may exchange this policy without evidence of
insurability for a fixed benefit life insurance policy on the life of the
Insured. The new policy will be on a form determined by the Company to be
similar to this policy.
To effect the change the Owner must send this policy, a completed
application for change, and any required payment to the Home Office of the
Company. The change will be effective on the later of the date of the
application or the date the required items are received at the Home Office.
The new policy will have the same initial guaranteed death benefit, policy
date and issue age as this one, and the premiums and cash values will be the
same as those for whole life policies issued on the Date of Issue of this
policy.
Any additional benefit included in this policy will be included with the
new policy only to the extent that such provisions were being offered with the
new policy on the Date of Issue of this policy.
18
<PAGE>
SECTION 11. BENEFICIARIES
11.1 DEFINITION OF BENEFICIARIES
The term "beneficiaries" as used in this policy includes direct
beneficiaries, contingent beneficiaries and further payees.
11.2 NAMING AND CHANGE OF BENEFICIARIES
By Owner. The Owner may name and change the beneficiaries of death proceeds:
o while the Insured is living.
o during the first 60 days after the date of death of the Insured, if
the Insured was not the Owner immediately prior to the Insured's
death. A change made during this 60 days may not be revoked.
By Direct Beneficiary. A direct beneficiary may name and change the contingent
beneficiaries and further payees of the direct beneficiary's share of the
proceeds:
o if the direct beneficiary is the Owner;
o if, at any time after the death of the Insured, no contingent
beneficiary or further payee of that share is living; or
o if, after the death of the Insured, the direct beneficiary elects a
payment plan. The interest of any other beneficiary in the share of
that direct beneficiary will end.
These direct beneficiary rights are subject to the Owner's rights during
the 60 days after the date of death of the Insured.
By Spouse (Marital Deduction Provision).
o Power To Appoint. The spouse of the Insured will have the power
alone and in all events to appoint all amounts payable to the spouse
under the policy if:
a. immediately before the Insured's death, the Insured was the
Owner; and
b. the spouse is a direct beneficiary; and
c. the spouse survives the Insured.
o To Whom Spouse Can Appoint. Under this power, the spouse can
appoint:
a. to the estate of the spouse; or
b. to any other persons as contingent beneficiaries and further
payees.
o Effect Of Exercise. As to the amounts appointed, the exercise of
this power will:
a. revoke any other designation of beneficiaries;
b. revoke any election of payment plan as it applies to them; and
c. cause any provision to the contrary in Section 11 or 12 of
this policy to be of no effect.
Effective Date. A naming or change of a beneficiary will be made on receipt at
the Home Office of a written request that is acceptable to the Company. The
request will then take effect as of the date that it was signed. The Company is
not responsible for any payment or other action that is taken by it before the
receipt of the request. The Company may require that the policy be sent to it to
be endorsed to show the naming or change.
11.3 SUCCESSION IN INTEREST OF BENEFICIARIES
Direct Beneficiaries. The proceeds of this policy will be payable in equal
shares to the direct beneficiaries who survive and receive payment. If a direct
beneficiary dies before receiving all or part of the direct beneficiary's full
share, the unpaid portion will be payable in equal shares to the other direct
beneficiaries who survive and receive payment.
Contingent Beneficiaries. At the death of all of the direct beneficiaries, the
proceeds, or the present value of any unpaid payments under a payment plan, will
be payable in equal shares to the contingent beneficiaries who survive and
receive payment. If a contingent beneficiary dies before receiving all or part
of the contingent beneficiary's full share, the unpaid portion will be payable
in equal shares to the other contingent beneficiaries who survive and receive
payment.
Further Payees. At the death of all of the direct and contingent beneficiaries,
the proceeds, or the present value of any unpaid payments under a payment plan,
will be paid in one sum:
o in equal shares to the further payees who survive and receive
payment; or
o if no further payees survive and receive payment, to the estate of
the last to die of all of the direct and contingent beneficiaries
who survive the Insured.
Owner Or The Owner's Estate. If no beneficiaries are alive when the Insured
dies, the proceeds will be paid to the Owner or to the Owner's estate.
11.4 GENERAL
Transfer Of Ownership. A transfer of ownership of itself will not change the
interest of a beneficiary.
Claims Of Creditors. So far as allowed by law, no amount payable under this
policy will be subject to the claims of creditors of a beneficiary.
Succession Under Payment Plans. A direct or contingent beneficiary who succeeds
to an interest in a payment plan will continue under the terms of the plan.
19
<PAGE>
SECTION 12. PAYMENT OF POLICY BENEFITS
12.1 PAYMENT OF PROCEEDS
Death proceeds will be paid under the payment plan that takes effect on
the date of death of the Insured. The Interest Income Plan (Option A) will be in
effect if no patient plan has been elected. Interest will accumulate from the
date of death until a payment plan is elected or the proceeds are withdrawn in
cash.
Surrender proceeds will be paid in cash or under a payment plan that is
elected.
12.2 PAYMENT PLANS
Interest Income Plan (Option A). The proceeds will earn interest which may be
received each month or accumulated. The first payment is due one month after the
date on which the plan takes effect. Interest that has accumulated may be
withdrawn at any time. Part or all of the proceeds may be withdrawn at any time.
Installment Income Plans. Payments will be made each month on the terms of the
plan that is elected. The first payment is due on the date that the plan takes
effect.
o Specified Period (Option B). The proceeds with interest will be paid
over a period of from one to 30 years. The present value of any
unpaid installments may be withdrawn at any time.
o Specified Amount (Option D). Payments of not less than $10 per
$1,000 of proceeds will be made until all of the proceeds with
interest have been paid. The balance may be withdrawn at any time.
Life Income Plans. Payments will be made each month on the terms of the plan
that is elected. The first payment is due on the date that the plan takes
effect. Proof of the date of birth, acceptable to the Company, must be furnished
for each person on whose life the payments are based.
o Single Life Income (Option C). Payments will be made for a chosen
period and, after that, for the life of the person on whose life the
payments are based. The choices for the period are:
a. zero years;
b. 10 years;
c. 20 years; or
d. a refund period which continues until the sum of the payments
that have been made is equal to the proceeds that were placed
under the plan.
o Joint And Survivor Life Income (Option E). Payments are based on the
lives of two persons. Level payments will be made for a period of 10
years and, after that, for as long as one or both of the persons are
living.
o Other Selections. The Company may offer other selections under the
Life Income Plans.
o Withdrawal. The present value of any unpaid payments that are to be
made for the chosen period (Option C) or the 10 year period (Option
E) may be withdrawn only after the death of all of the persons on
whose lives the payments are based.
o Limitations. A direct or contingent beneficiary who is a natural
person may be paid under a Life Income Plan only if the payments
depend on that beneficiary's life. A corporation may be paid under a
Life Income Plan only if the payments depend on the life of the
Insured or, after the death of the Insured, on the life of the
Insured's spouse or dependent.
Payment Frequency. On request, payments will be made once every 3, 6 or 12
months instead of each month.
Transfer Between Payment Plans. A beneficiary who is receiving payment under a
plan which includes the right to withdraw may transfer the amount withdrawable
to any other plan that is available.
Minimum Payment. The Company may limit the election of a payment plan to one
that results in payments of at least $50.
If payments under a payment plan are or become less than $50, the Company
may change the frequency of payments. If the payments are being made once every
12 months and are less than $50, the Company may pay the present value or the
balance of the payment plan.
12.3 PAYMENT PLAN RATES
Interest Income And Installment Income Plans. Proceeds will earn interest at
rates declared each year by the Company. None of these rates will be less than
an annual effective rate of 2%. Interest of more than 2% will increase the
amount of the payments or, for the Specified Amount Plan (Option D), increase
the number of payments. The present value of any unpaid installments will be
based on the 2% rate of interest.
The Company may offer guaranteed rates of interest higher than 2% with
conditions on withdrawal.
Life Income Plans. Payments will be based on rates declared by the Company.
These rates will provide at least as much income as would the Company's rates,
on the date that the payment plan takes effect, for a single premium immediate
annuity contract. Payments under these rates will not be less than the amounts
that are described in Minimum Payment Rates.
20
<PAGE>
Minimum Payment Rates. The minimum payment rates for the Installment Income
Plans (Options B and D) and the Life Income Plans (Options C and E) are shown in
the Minimum Payment Rate Tables.
The Life Income Plan payment rates in those tables depend on the sex and
on the adjusted age of each person on whose life the payments are based. The
adjusted age is:
o the age on the birthday that is nearest to the date on which the
payment plan takes effect; plus
o the age adjustment shown below for the number of policy years that
have elapsed from the Policy Date to the date that the payment plan
takes effect. A part of a policy year is counted as a full year.
- --------------------------------------------------------------------------------
POLICY POLICY
YEARS AGE YEARS AGE
ELAPSED ADJUSTMENT ELAPSED ADJUSTMENT
- --------------------------------------------------------------------------------
1 to 8 0 33 to 40 -4
9 to 16 -1 41 to 48 -5
17 to 24 -2 49 or more -6
25 to 32 -3
- --------------------------------------------------------------------------------
12.4 EFFECTIVE DATE FOR PAYMENT PLAN
A payment plan that is elected will take effect on the date of death of
the Insured if:
o the plan is elected by the Owner; and
o the election is received at the Home Office while the Insured is
living.
In all other cases, a payment plan that is elected will take effect:
o on the date the election is received at the Home Office; or
o on a later date, if requested.
12.5 PAYMENT PLAN ELECTIONS
For Death Proceeds By Owner. The Owner may elect payment plans for death
proceeds:
o while the Insured is living.
o during the first 60 days after the date of death of the Insured, if
the Insured was not the Owner immediately prior to the Insured's
death. An election made during this 60 days may not be changed.
For Death Proceeds By Direct Or Contingent Beneficiary. A direct or contingent
beneficiary may elect payment plans for death proceeds payable to that
beneficiary, if no payment plan that has been elected is in effect. This right
is subject to the Owner's rights during the 60 days after the date of death of
the Insured.
For Surrender Proceeds. The Owner may elect payment plans for surrender
proceeds. The Owner will be the direct beneficiary.
12.6 INCREASE OF MONTHLY INCOME
A direct beneficiary who is to receive proceeds under a payment plan may
increase the amount of the monthly payment. This is done by the payment of an
annuity premium to the Company at the time the payment plan elected under
Section 12.5 takes effect. The amount that will be applied under the payment
plan will be the net premium. The net premium is the annuity premium less a
charge of not more than 2% and less any premium tax. The net premium will be
applied under the same payment plan and at the same rates as the proceeds. The
Company may limit this net premium to an amount that is equal to the direct
beneficiary's share of the proceeds payable under this policy.
MINIMUM PAYMENT RATE TABLES
Minimum Monthly Income Payments Per $1,000 Proceeds
INSTALLMENT INCOME PLANS (OPTIONS B AND D)
- --------------------------------------------------------------------------------
PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY
(YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT
- --------------------------------------------------------------------------------
1 $ 84.65 11 $ 9.09 21 $ 5.56
2 43.05 12 8.46 22 5.39
3 29.19 13 7.94 23 5.24
4 22.27 14 7.49 24 5.09
5 18.12 15 7.10 25 4.96
6 15.35 16 6.76 26 4.84
7 13.38 17 6.47 27 4.73
8 11.90 18 6.20 28 4.63
9 10.75 19 5.97 29 4.53
10 9.83 20 5.75 30 4.45
- --------------------------------------------------------------------------------
21
<PAGE>
PAYMENT RATE TABLES
Monthly Income Payments Per $1,000 Benefits
Guaranteed Fixed Payment or First Payment Under Variable Payment Plan
<TABLE>
<CAPTION>
LIFE INCOME PLAN (OPTION C)
- -------------------------------------------------------------------------------------------
SINGLE LIFE MONTHLY PAYMENTS
- -------------------------------------------------------------------------------------------
MALE CHOSEN PERIOD (YEARS) FEMALE CHOSEN PERIOD (YEARS)
ADJUSTED --------------------------- ADJUSTED -------------------------
AGE* ZERO 10 20 AGE* ZERO 10 20
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 $ 4.48 $ 4.43 $ 4.28 55 $ 4.09 $ 4.07 $ 4.00
56 4.56 4.50 4.34 56 4.15 4.13 4.05
57 4.65 4.59 4.40 57 4.22 4.20 4.11
58 4.75 4.68 4.46 58 4.30 4.27 4.17
59 4.85 4.77 4.52 59 4.38 4.34 4.23
60 4.96 4.87 4.59 60 4.46 4.42 4.29
61 5.07 4.97 4.66 61 4.55 4.50 4.36
62 5.20 5.08 4.72 62 4.65 4.59 4.43
63 5.33 5.19 4.79 63 4.75 4.69 4.50
64 5.48 5.32 4.86 64 4.86 4.79 4.57
65 5.63 5.44 4.92 65 4.97 4.89 4.64
66 5.80 5.58 4.99 66 5.10 5.01 4.71
67 5.97 5.72 5.05 67 5.23 5.12 4.79
68 6.16 5.86 5.12 68 5.38 5.25 4.86
69 6.36 6.01 5.18 69 5.53 5.39 4.93
70 6.58 6.17 5.23 70 5.70 5.53 5.01
71 6.81 6.33 5.29 71 5.88 5.68 5.08
72 7.05 6.49 5.34 72 6.08 5.83 5.15
73 7.31 6.66 5.38 73 6.29 6.00 5.21
74 7.59 6.83 5.43 74 6.52 6.17 5.27
75 7.89 7.01 5.46 75 6.77 6.35 5.33
76 8.21 7.19 5.50 76 7.04 6.54 5.38
77 8.56 7.37 5.53 77 7.33 6.73 5.43
78 8.93 7.55 5.56 78 7.65 6.93 5.47
79 9.32 7.72 5.58 79 7.99 7.13 5.51
80 9.75 7.90 5.60 80 8.36 7.34 5.54
81 10.20 8.07 5.62 81 8.76 7.54 5.57
82 10.69 8.23 5.63 82 9.20 7.74 5.59
83 11.21 8.39 5.64 83 9.67 7.93 5.61
84 11.76 8.54 5.65 84 10.18 8.12 5.63
85 and over 12.35 8.68 5.66 85 and over 10.74 8.30 5.64
- -------------------------------------------------------------------------------------------
</TABLE>
LIFE INCOME PLAN (OPTION E)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
JOINT AND SURVIVOR MONTHLY PAYMENTS
- --------------------------------------------------------------------------------------
MALE FEMALE ADJUSTED AGE*
ADJUSTED --------------------------------------------------------------------
AGE* 55 60 65 70 75 80 85 and over
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 $ 3.79 $ 3.93 $ 4.07 $ 4.19 $ 4.29 $ 4.35 $ 4.39
60 3.87 4.07 4.27 4.46 4.61 4.73 4.80
65 3.94 4.18 4.45 4.73 4.98 5.19 5.32
70 3.99 4.27 4.61 4.99 5.37 5.70 5.94
75 4.02 4.34 4.73 5.20 5.72 6.21 6.60
80 4.05 4.38 4.81 5.35 6.00 6.67 7.24
85 and over 4.06 4.40 4.86 5.45 6.18 7.00 7.75
- --------------------------------------------------------------------------------------
</TABLE>
* See Section 12.3.
22
<PAGE>
AMENDMENT TO SECTION 6 THE SEPARATE ACCOUNT
FOR VARIABLE WHOLE LIFE
AS OF THE DATE OF ISSUE, THE SECOND PARAGRAPH OF SECTION 6.1 IS AMENDED TO
READ AS FOLLOWS:
The Separate Account has several Divisions, as shown on page 7. Assets of
the Separate Account are invested in shares of corresponding mutual funds or
portfolios of mutual funds, both of which are referred to in this policy as
Portfolios. Shares of the Portfolios are purchased for the Separate Account at
their net asset value. The Company may make available additional Divisions and
Portfolios.
AS OF THE DATE OF ISSUE, THE FIFTH AND SIXTH PARAGRAPHS OF SECTION 6.1 ARE
AMENDED TO READ AS FOLLOWS:
The Owner may exchange this policy for a fixed benefit life insurance
policy being offered at that time by the Company if the Portfolio changes its
investment advisor or has a material change in its investment objectives or
restrictions. The Company will notify the Owner if there is any such change.
The Owner may exchange this policy within 60 days after the notice or the
effective date of the change, whichever is later.
If, in the judgment of the Company, a Portfolio no longer suits the
purposes of this policy due to a change in its investment objectives or
restrictions, the Company may substitute shares of another Portfolio. Any such
substitution will be subject to any required approval of the Securities and
Exchange Commission (SEC), the Wisconsin Commissioner of Insurance or other
regulatory authority.
Secretary
NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
VCL.FUNDS.(0799)
<PAGE>
POLICY APPLICATION SUPPLEMENT FOR
VARIABLE WHOLE LIFE WITH ADDITIONAL PROTECTION
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
INSURED:
--------------------
POLICY: Variable Whole Life (Minimum Guaranteed Death Benefit) $
------
with Additional Protection $
-------
Initial Death Benefit $
-------
<TABLE>
<CAPTION>
Other
Annual Initial
Premium Premium
------- -------
<S> <C> <C>
Variable Whole Life Premium $
-------
Additional Protection Premium $
-------
Premiums to Increase Policy Value:
Scheduled Additional Premium $
-------
Unscheduled Additional Premium $
-------
Premiums to Purchase Variable Paid-Up Insurance:
Scheduled Additional Premium $
-------
Unscheduled Additional Premium $
-------
Waiver of Premium Benefit $
-------
Additional Purchase Benefit $
-------
Amount Each Purchase Date $
-------
</TABLE>
ALLOCATION OF NET PREMIUMS
USE WHOLE PERCENTAGES ONLY. Up to ten choices can be selected. There must be a
minimum of 10% in each Division selected. If dollar cost averaging is used, the
Money Market Division is utilized and considered one choice (with nine
additional selections available). If dollar cost averaging is desired, allocate
100% to the Money Market Division and complete the monthly dollar cost averaging
section.
<TABLE>
<S> <C> <C> <C>
Select Bond Division % Growth & Income Stock Division %
----- -----
International Equity Division % Index 400 Stock Division %
----- -----
Money Market Division % Small Cap Growth Stock Division %
----- -----
Balanced Division % Russell Multi-Style Equity Division %
----- -----
Index 500 Stock Division % Russell Aggressive Equity Division %
----- -----
Aggressive Growth Stock Division % Russell Non-US Division %
----- -----
High Yield Bond Division % Russell Real Estate Securities Division %
----- -----
Growth Stock Division % Russell Core Bond Division %
----- -----
Total 100%
----
----
</TABLE>
Illustration No.
-----------
90-1 VCL.Supp.(0799) Page 1 of 4
<PAGE>
MONTHLY DOLLAR COST AVERAGING
To elect monthly dollar cost averaging, choose one of the following options and
indicate the desired allocation of transfers below:
Option One: Transfer funds from the Money Market Division in monthly
- -- installments such that by the end of the policy year the balance in the
Money Market division will be zero.
- -- Option Two: Transfer the following amount from the Money Market Division
each month until the balance is zero: $_____________.
Use whole percentages only. There must be a minimum of 10% in each Division
selected.
<TABLE>
<S> <C> <C> <C>
Select Bond Division % Growth & Income Stock Division %
----- -----
International Equity Division % Index 400 Stock Division %
----- -----
Balanced Division % Small Cap Growth Stock Division %
----- -----
Index 500 Stock Division % Russell Multi-Style Equity Division %
----- -----
Aggressive Growth Stock Division % Russell Aggressive Equity Division %
----- -----
High Yield Bond Division % Russell Non-US Division %
----- -----
Growth Stock Division % Russell Real Estate Securities Division %
----- -----
Russell Core Bond Division %
-----
Total 100%
----
----
</TABLE>
ANNUAL DIVIDENDS
If Additional Protection is present and there is no Excess Amount, dividends
will be used to increase Policy Value. In other situations, until otherwise
directed, dividends will:
Increase Policy Value
- -----
Reduce current premium with excess used to increase Policy Value
- -----
Purchase Variable Paid-Up Additional Insurance
- -----
Be paid in cash
- -----
POLICY LOAN INTEREST RATE OPTION
5%
- -----
Variable Rate
- -----
OWNER'S ADDRESS
Insured's address or:
- -----
- ----- ------------------------------------
Street & No. or R.F.D.
------------------------------------
City State Zip
Insured:
---------------------
Illustration No.
-------------
90-1 VCL.Supp.(0799) Page 2 of 4
<PAGE>
The Company is required to make the following inquiries for purposes of
determining the suitability of this sale. All responses will be kept
confidential.
1. In addition to providing a benefit upon death, what is the purpose for the
purchase?
To fund a trust
-----
To supplement retirement income
-----
To supplement education funding
-----
Other (specify)
----- --------------------------------------------------
2. By whom will the purchase be funded?
---------------------------------------
Annual income (all sources) of person/trust funding the purchase: $
--------
Net worth of person/trust funding the purchase: $
--------------------------
3. Applicant's experience with the following:
Up to Five or
Five More
None Years Years
Mutual Funds
----- ----- -----
Individual Common Stocks
----- ----- -----
Variable Annuities
----- ----- -----
Variable Life Insurance
----- ----- -----
Insured:
---------------------
Illustration No.
-------------
90-1 VCL.Supp.(0799) Page 3 of 4
<PAGE>
I believe that a Variable Whole Life with Additional Protection policy is
consistent with my investment objectives.
I understand that an illustration of benefits, including death benefits and cash
values, is available upon request assuming a hypothetical annual investment
return of 0% and another rate of my choice not greater than 12%.
I UNDERSTAND THAT THE DEATH BENEFIT FOR THE VARIABLE WHOLE LIFE WITH ADDITIONAL
PROTECTION POLICY APPLIED FOR MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT
EXPERIENCE OF THE NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT. PROVIDED ALL
REQUIRED PREMIUMS ARE PAID AS OF THE DUE DATE AND PROVIDED THERE IS NO POLICY
DEBT, THE DEATH BENEFIT WILL NOT BE LESS THAN THE SUM OF THE VARIABLE WHOLE LIFE
AND ADDITIONAL PROTECTION AMOUNTS IN THE FIRST XX YEARS AND NOT LESS THAN THE
VARIABLE WHOLE LIFE AMOUNT THEREAFTER.
I UNDERSTAND THAT THE CASH VALUE FOR THE VARIABLE WHOLE LIFE WITH ADDITIONAL
PROTECTION POLICY APPLIED FOR MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT
EXPERIENCE OF THE NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT. THERE ARE NO
GUARANTEED MINIMUM CASH VALUES.
I understand that if investment experience and/or dividends are less than
illustrated a greater number of premiums may have to be paid in cash than what
was shown on any sales document, including illustrations that assume a zero cash
outlay in some years.
If this policy is issued other than in the [Select] underwriting classification,
I will be notified by a letter from Northwestern Mutual Life. Before accepting
the policy, I should request and review revised copies of any sales document I
relied upon in the decision to purchase.
I acknowledge receipt of the prospectus for Variable Whole Life with Additional
Protection.
dated: ____ /____ /____
MO. DAY YEAR
[I direct that this policy be changed to a paid up Variable Whole Life Policy at
the first policy anniversary.
____ ____ ]
YES NO
DATE: ____ /____ /_____
MO. DAY YEAR SIGNATURE OF APPLICANT:
----------------------
Based on the information furnished by the Applicant in this application, I
certify that I have reasonable grounds for believing the purchase of the policy
applied for is suitable for the Applicant. I further certify that a current
prospectus was delivered and that no written sales materials other than those
furnished by the Home Office were used.
Signature of Licensed Agent:
----------------------------------------------------
(Registered Representative)
Based on the information furnished by the Applicant in this application, I
certify that I have reasonable grounds for believing the purchase of the policy
applied for is suitable for the Applicant.
Signature of General Agent:
-----------------------------------------------------
For Office Use Only
VCL, Illustration No.
-------------- -------------------
Dividend Scale Year 1998 QQ
Und. Amt. $
------------------------
Policy Number
----------------------
Page 4 of 4
90-1 VCL.Supp.(0799)
HOL03 116607
<PAGE>
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY No..........
MILWAUKEE, WISCONSIN
<TABLE>
<CAPTION>
LIFE INSURANCE APPLICATION |_| Life & Disability Application
=============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
1. INSURED
--------------------------------------------------------------------------------
|x| Mr. |_| Mrs. |_| Ms. John J Doe |X| Male
|_| Dr. |_| Other ______ -------------------------------------------------------------------------------- |_| Female
First Middle Initial Last
|_| Companion policies |_| 1035 Exchange
STATE OF BIRTH
2A. INSURED'S DATE OF BIRTH 6 / 1 / 60 B. (or FOREIGN COUNTRY): WI
-------------- --------
Month Day Year
3. APPLICANT, if other than Insured
|_| Mr. |_| Mrs. |_| Ms. ________________________________________________________ Relationship
|_| Dr. |_| Other______ First Middle Initial Last to Insured ________________________
If business organization: |_| Corporation |_| Partnership |_| Other type of business __________________________________
4. RESIDENCE OF INSURED 1234 Main Street
----------------------------------------------------------------------------------------------------
Street & No. or RFD
This address will be used for
all of the Insured's policies. Milwaukee Milwaukee WI 53200
---------------------------------------------------------------------------------------
City County State Zip Code
5A. PREMIUM PAYER Send premium and other notices regarding this policy 5B. PAYER'S DAYTIME TELEPHONE NUMBER:
Insurance Service to: |X| Insured |_| Owner |_| Applicant (222) 222-2222
to: |_| Account (ISA) |_| Other___________________________ --------------------
Payer Full Name Area Code
or
at: |_| Insured's address in 4 or 5C. PAYER'S TAXPAYER IDENTIFICATION NUMBER
________________________________ (444) 444-4444
Street & No. or RFD --------------------
See TIN Instructions
________________________________
City
________________________________
State Zip Code
6. Has an application or informal inquiry ever been made to Northwestern Mutual Life for annuity, life or disability
insurance on the life of the Insured? |_| Yes |X| No If yes, the last policy number is ______________________________
============================================================================================================================
7. Complete this question only if exercising an ADDITIONAL PURCHASE BENEFIT OPTION. (Smoking questionnaire may be required.)
A. List policy number(s) under which an option is being exercised. 1. _____________ 2. _____________ 3. _____________
B. This application is: |_| Regular Purchase |_| Advance Purchase (Complete item C. below)
C. If this is an Advance Purchase, the event is: |_| Marriage |_| Birth of a child |_| Adoption of a child
Name of: |_| Spouse ____________________________ Date and place of marriage, birth, or final decree of adoption:
|_| Child _____/___/____ ____________________________________________
Month Day Year City State
D. Is the amount applied for more than the additional purchase option amount available? |_| Yes |_| No
If yes, what is the excess amount to be underwritten? $____________________________
=============================================================================================================================
8. SPECIAL DATE
|_| Short term - Policy Date will coincide with ISA Payment Date. (For Monthly ISA only)
Prepaid: |_| Short term to _______/_____/______ |_| Date to save age |_| Backdate to _______/_____/______
Month Day Year Month Day Year
Non-prepaid: |_| Specified future date _____/___/____ |_| Date to save age |_| Backdate to _______/_____/______
Month Day Year Month Day Year
=============================================================================================================================
POLICY APPLIED FOR (For CompLife plans do not complete A & B. Go to C.)
9A. PLAN and AMOUNT 9B. ADDITIONAL BENEFITS
(1) Variable Whole Life with Additional Protection (1)|_| (2)|_| Waiver of Premium
- --------------------------------------------------
Plan (1)|_| (2)|_| Accidental Death (1) $________ (2) $________
$ see attached supplement
- -------------------------------------------------- (1)|_| (2)|_| Additional Purchase (1) $________ (2) $________
Amount Benefit Amt. per Amt. per
(2) (1)|_| (2)|_| Payor Benefit option option
- --------------------------------------------------
Plan (1)|_| (2)|_| Index Protection
$
- -------------------------------------------------- (1)|_| (2)|_| Other________________
Amount
=============================================================================================================================
90-1 L.I. (1194) (page 1)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
9C. FLEXIBLE LIFE PLANS (CompLife)
<S> <C> <C>
|_| Whole Life $______________ with Additional Protection $______________ (Custom CompLife)
Amount Amount
(1) |_| Additional initial premium $__________ Use to: |_| Reduce term insurance _____%
(2) |_| Inflation Protection Option |_| Increase coverage _____%
|_| Whole Life $__________ with a premium for Increasing Insurance $____________________ (Increasing CompLife)
Amount Level annual premium
|_| Additional initial premium $_______________
|_| Executive Whole Life $__________ with Additional Protection $__________ (Executive CompLife)
Amount Amount
Premium for Increasing Insurance $__________ Use to: |_| Convert term insurance _____%
|_| Increase coverage _____%
|_| Additional initial premium $__________ Use to: |_| Convert term insurance _____%
|_| Increase coverage _____%
|_| Whole Life $__________ with Adjustable Term Protection $__________ (Adjustable CompLife)
Amount Amount
(1) a. |_| Scheduled annual additional $______________________ |_| Reduce term insurance ____%
Level annual premium Use to: |_| Increase coverage ____%
b. |_| Annual increase in additional premium ____________ $_______________
(Not more than 20 years, or to age 69, if less) No. of years Annual increase
(2) |_| Additional initial premium $_______________ Use to: |_| Reduce term insurance ____%
|_| Increase coverage ____%
(3) Only one may be selected: |_| Inflation Protection Option
|_| Scheduled annual increase in term amount ____________ $____________________
(Not more than 20 years. or to age 69. if less) No. of years Annual increase amt.
|_| Corporate Whole Life (See attached Supplement)
9D. ADDITIONAL BENEFITS FOR FLEXIBLE LIFE PLANS
|_| Waiver of Premium |_| Additional Purchase Benefit $___________________________________
Amount per option
|_| Accidental Death $_________________ |_| Other___________________________________________________________
Amount
====================================================================================================================================
10. If an additional benefit cannot be approved, should the Company issue the policy without the benefit? |_|Yes |_| No
11. Shall the PREMIUM LOAN provision, if available, become operative according to its terms? |X| Yes |_| No
12. ANNUAL DIVIDENDS until otherwise directed will: see attached supplement
First policy Second policy
|_| |_| Reduce current premium. If flexible plan Additional Protection or Adjustable Term,
additions purchased by eligible dividend will be used to:
|_| |_| Purchase paid-up additions. |_| Reduce term insurance ___%
|_| |_| Accumulate at interest. |_| Increase coverage ___%
|_| |_| Be paid in cash.
|_| |_| Be used for combination of options above
(Complete form 18-1364).
13. POLICY LOAN INTEREST RATE OPTION |_| 8% |_| Variable Rate see attached supplement
14. PREMIUM PAYABLE |X| Annually |_| Semiannually |_| Quarterly |_| Single |_| Monthly (Variable Life Only
====================================================================================================================================
90-1 L.I. (1194) (page 2)
</TABLE>
<PAGE>
================================================================================
------------------------------------------------------------------
INSURED John J Doe
------------------------------------------------------------------
First Middle Initial Last
15A. DIRECT BENEFICIARY
Jane M Doe spouse
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
B. CONTINGENT BENEFICIARY
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
Box (1) or (2) may be selected to include all of the children or brothers
and sisters without naming them, or to add to the contingent beneficiaries
named. Box (3) may be selected to provide for the children of a deceased
contingent beneficiary; use only if contingent beneficiaries are named
and/or box (1) or (2) is checked, NOTE: The word "children" includes child
and any legally adopted child.
|_| (1) and all (other) children of the Insured.
|_| (2) and all (other) brothers and sisters of the Insured born of the
marriage of or legally adopted by ____________ and ____________
before the Insured's death.
|_| (3) any amount that would have been paid to a deceased contingent
beneficiary, if living, will be paid in one sum and in equal shares
to the children of that contingent beneficiary who survive and
receive payment.
C. FURTHER PAYEES
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
|_| D. SEE ATTACHED SUPPLEMENT FORM
(To be used in place of designations above)
================================================================================
16. The OWNER will be: (Caution: A minor owner cannot exercise policy rights.
If the Insured is under age 15, consider selecting item D, E or F.)
Select only one.
|X| A. Insured
|_| B. Applicant
|_| C. Other _____________________________________
First Middle Initial Last
_____________________________________
Relationship to Insured
|_| D. Applicant. If the Applicant dies before the Insured, the Insured
will be the Owner.
|_| E. Applicant. If the Applicant dies before the Insured, the Owner will
be:
_____________________________________________
First Middle Initial Last
_____________________________________________
Relationship to Insured
If both die before the Insured, the Insured will be the Owner.
|_| F. Applicant until the Insured attains the age of ______ years. If the
Applicant dies before the Insured, the Owner will be:
_____________________________________________
First Middle Initial Last
____________________________until the Insured
Relationship to Insured
attains such age. Upon the Insured attaining such age, or if both
die before the Insured, the Insured will be the Owner.
|_| G. SEE ATTACHED SUPPLEMENT FORM.
(To be used in place of designations above)
================================================================================
RESIDENCE OF OWNER
|X| Insured's address in 4
|_| Premium payer's address in 5A or
___________________________________________________________________________
Street & No. or RFD
___________________________________________________________________________
City State Zip Code
OWNERS TAXPAYER IDENTIFICATION NUMBER
(See Instructions) ________________________________________________________
================================================================================
17. Has the premium for the policy applied for been paid to the agent in
exchange for the Conditional Life Insurance Agreement with the same number
as this application? |X| Yes |_| No
18A. Will the insurance applied for replace any Northwestern Mutual Life
insurance (or annuities) on the Insured's life? If yes, agent should
explain and send required papers. |_| Yes |X| No
B. Will the insurance applied for replace life insurance (or annuities) on the
insured's life from a source other than the Northwestern Mutual Life? If
yes, agent should explain and send required papers. |_| Yes |X| No
================================================================================
90-1 L.I. (1194) (page 3)
<PAGE>
PERSONAL HISTORY QUESTIONS TO BE ANSWERED BY INSURED
|_| Payor Benefit for Applicant (Payor)_________________________________________
First Middle Initial Last
Payor's Date of Birth _____/___/____ Policy Number _________ Relationship
Month Day Year to Insured _______
20. Have you ever had life, disability or health insurance declined, rated,
modified, issued with an exclusion rider, cancellel, or not renewed? (If
yes, explain in REMARKS) ..................................... |_|Yes |X| No
21. When was your last examination or application for life, disability, or
accidental death insurance?
Month ______________ Year _________ Company ___________________ |X| None
22. Indicate below whether any other life i surance on your life is Individual
(Ind) or Group (Grp) and identify In Force (I), Pending (P) or Contemplated
(C) or |X| NONE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Insurer Ind or Grp Life Insurance Amount Accidental Death Amount I, P, or C
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
23. Marital Status: |_| Single, Widowed or Divorced |X| Married
24. a Citizen of: |X| USA |_| Other
If other: Visa Type: ____________________ Visa Number:_____________________
25. Do you regularly travel outside the U.S.A. or do you have plans to leave the
U.S.A. for travel or residence? ............................. |_| Yes |X| No
If yes, complete the chart below.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Destination Number of Trips Duration of Departure Date Purpose of Trip
(List all Cities and Countries) Per Year Each Trip
This Yr. Last Yr. (No. of Days) (Month/Year)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
26. a. What is your occupation(s)? Lawyer
What are your duties? __________________________________________________
b. Employer(s) Name: ABC Corporation
Address: 5678 Main Street
City, State, ZipCode: Milwaukee, WI 53200
c. How long employed? 5 years (If less than 2 years, explain in REMARKS)
27. (Not required if under age 17) Are you a member of, or do you plan on
joining any branch of the Armed Forces or reserve military unit? If yes,
complete Military Section 90-5 .............................. |_| Yes |X| No
28. (Not required if under age 16) Except as a passenger on a regularly
scheduled flight, have you flown within the past 2 ears, or do you have
plans to fly in the future? If yes, complete Aviation
Section 90-5 ................................................ |_| Yes |X| No
29. (Not required if under age 10) In the past 2 years have you participated in
or do you have plans to participate in: racing (automobile, snowmobile,
motorcycle, boat or go-cart), underwater or sky diving, hang gliding, bungee
jumping, mountain or rock climbing, or rodeos? If yes, complete Avocation
Section 90-6 ................................................ |_| Yes |X| No
30. (Not required if under age 16)
a. What is your automobile driver's license number? ABC 123 45678 State WI
or, |_| I do not have a driver's license.
b.In the past 5 years, have you been in a motor vehicle accident, been
charged with a moving violation of any motor vehicle law, or had your
license restricted, suspended or revoked? If yes, explain in the chart
below ...................................................... |_| Yes |X| No
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Type of Details
(Speeding. Reckless Driving While Action Accident
Date Intoxicated, Etc.) (Citation, Fine, Etc.) (Yes or No)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
ADDITIONAL REMARKS
================================================================================
90-1 L.I. (1194) (page 4)
<PAGE>
The Insured consents to this application and declares that the answers and
statements made on this application are correctly recorded, complete and true to
the best of the Insured's knowledge and belief. Answers and statements brought
to the attention of the agent, medical examiner, or paramedical examiner are not
considered information brought to the attention of the Company unless stated in
the application. Statements in this application are representations and not
warranties.
It is agreed that:
(1) If the premium is not paid when the application is signed, no insurance
will be in effect. The insurance will take effect at the time the policy
is delivered and the premium is paid, if: the Insured is living at the
time; and the answers and statements in the application are then true to
the best of the Insured's knowledge and belief.
(2) If the premium is paid when the application is taken, no life insurance
will be in effect if Section I. of the Conditional Life Insurance
Agreement applies.
(3) If the policy is issued in an extra premium class, acceptance of the
policy will amend it so that extended term insurance can be in force only
if: the Company gives its consent; or the loan value is not large enough
to grant a premium loan. If a premium is not paid within the grace period
and extended term insurance cannot be in force, paid-up insurance will be
selected.
(4) No agent is authorized to make or alter contracts or to waive any of the
Company's rights or requirements.
The owner of the policy applied for herein certifies, under penalties of
perjury, (1) that the number shown in Question 16 of this application is his
correct Taxpayer Identification Number (or he is waiting for a number to be
issued) and (2) he is not subject to backup withholding either because he has
not been notified by the Internal Revenue Service (IRS) that he is subject to
backup withholding as a result of a failure to report all interest or dividends,
or the IRS has notified him that he is no longer subject to backup withholding.
(See instructions).
INSURED'S AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION
I authorize Northwestern Mutual Life, its agents, employees, reinsurers,
insurance support organizations and their representatives to obtain information
about me to evaluate this application and to verify information in this
application. This information will include: (a) age; (b) medical history,
condition and care; (c) physical and mental health; (d) occupation; (e) income
and financial history; (f) foreign travel; (g) avocations; (h) driving record;
(i) other personal characteristics; and (j) other insurance. This authorization
extends to information on the use of alcohol, drugs and tobacco; the diagnosis
or treatment of HIV (AIDS virus) infection and sexually transmitted diseases;
and the diagnosis and treatment of mental illness. During the time this
authorization is valid it extends to information required to determine
eligibility for benefits under any policy issued as a result of this
application.
I authorize any person, including any physician, health care professional,
hospital, clinic, medical facility, government agency including the Veterans and
Social Security Administrations, the MIB, Inc., employer, consumer reporting
agency, accountant, tax preparer, or other insurance company, to release
information about me to Northwestern Mutual Life or its representatives on
receipt of this Authorization. Northwestern Mutual Life or its representatives
may release this information about me to its reinsurer, to the MIB, Inc., or to
another insurance company to whom I have applied or to whom a claim has been
made. No other release may be made except as allowed by law or as I further
authorize.
I have received a copy of the Medical Information Bureau and Fair Credit
Reporting Act notices. I authorize Northwestern Mutual Life to obtain an
investigative consumer report on me.
|_| I request to be interviewed if an investigative consumer report is done.
This authorization is valid for 30 months from the date it is signed. A copy of
this authorization is as valid as the original and will be provided on request.
The signatures below apply to the authorization and to the application.
(signed) John J Doe (signed) John J Doe
- ---------------------------------------- ------------------------------------
Signature of INSURED (if other than Signature of APPLICANT
Applicant and 15 years of age or over)
Print name of Insured if under age 15.
- ---------------------------------------- ------------------------------------
Signature of PARENT OR GUARDIAN (if other Signature of OWNER (if other than
than Applicant and Insured is a minor) Applicant or Insured)
Signed at Milwaukee Milwaukee WI (signed) Norm M Western
------------------------------ ------------------------------------
City, County & State Signature of LICENSED AGENT
Date June 1, 1995
------------------------------
================================================================================
90-1 L.I. (1194) (page 5)
<PAGE>
================================================================================
It is recommended that you ...
read your policy.
notify your Northwestern Mutual agent or the Company at 720 East Wisconsin
Avenue, Milwaukee, WI 53202, of an address change.
call your Northwestern Mutual agent for information--particularly on a
suggestion to terminate or exchange this policy for another policy or plan.
Election of Trustees
The members of The Northwestern Mutual Life Insurance Company are its
policyholders of insurance policies and deferred annuity contracts. The members
exercise control through a Board of Trustees. Elections to the Board are held
each year at the annual meeting of members. Members are entitled to vote in
person or by proxy.
VARIABLE WHOLE LIFE POLICY WITH ADDITIONAL PROTECTION
Eligible For Annual Dividends
Insurance payable at death of Insured.
Fixed premiums payable for period shown on page 3.
Benefits reflect investment results.
Variable benefits described in Section 1, 3, 6, 7 and 8.
THE DEATH BENEFIT MAY INCREASE OR DECREASE DAILY DEPENDING ON INVESTMENT
RESULTS. HOWEVER, IF NO PREMIUM IS UNPAID AS OF ITS DUE DATE, THE DEATH BENEFIT
WILL NOT BE LESS THAN THE MINIMUM GUARANTEED DEATH BENEFIT SHOWN ON PAGE 3, LESS
ANY POLICY DEBT.
THE CASH VALUE UNDER THIS POLICY MAY INCREASE OR DECREASE DAILY DEPENDING ON
INVESTMENT RESULTS. THERE IS NO GUARANTEED MINIMUM CASH VALUE.
NORTHWESTERN
MUTUAL LIFE (R)
================================================================================
<PAGE>
Exhibit A(5)(b)
================================================================================
The Northwestern Mutual Life Insurance Company agrees to pay
the benefits provided in this policy, subject to its terms and
conditions. Signed at Milwaukee, Wisconsin on the Date of
Issue.
/s/ James D. Ericson /s/ John M. Bremer
PRESIDENT AND C.E.O. SECRETARY
VARIABLE WHOLE LIFE POLICY WITH ADDITIONAL PROTECTION
Eligible For Annual Dividends
Insurance payable at death of Insured.
Premiums payable for period shown on page 3.
Benefits reflect investment results.
Variable benefits described in Sections 1, 3, 6, 7 and 8.
THE DEATH BENEFIT MAY INCREASE OR DECREASE DAILY DEPENDING ON INVESTMENT
RESULTS. HOWEVER, IF NO PREMIUM IS UNPAID AS OF ITS DUE DATE, THE DEATH BENEFIT
WILL NOT BE LESS THAN THE MINIMUM GUARANTEED DEATH BENEFIT SHOWN ON PAGE 3, LESS
ANY POLICY DEBT.
THE CASH VALUE UNDER THIS POLICY MAY INCREASE OR DECREASE DAILY DEPENDING ON
INVESTMENT RESULTS. THERE IS NO GUARANTEED MINIMUM CASH VALUE.
Right To Return Policy - Please read this policy carefully. The policy may be
returned by the Owner for any reason within (1) ten days after it was received
or (2) forty-five days after the application was signed, whichever is later. The
policy may be returned to your agent or to the Home Office of the Company at 720
East Wisconsin Avenue, Milwaukee, WI 53202. If returned, the policy will be
considered void from the beginning. Any premium paid will then be refunded.
NORTHWESTERN
MUTUAL LIFE (TM)
================================================================================
Insured John J Doe Age and Sex 35 Male - SN
Policy Date June 1, 1995 Policy Number 12 345 678
Plan Variable Whole Life Initial Total
With Additional Protection Death Benefit $ 150,530
<PAGE>
This policy is a legal contract between the Owner and The Northwestern Mutual
Life Insurance Company.
Read your policy carefully.
GUIDE TO POLICY PROVISIONS
BENEFITS AND PREMIUMS
SECTION 1. THE CONTRACT
Life Insurance Benefit payable on death of Insured.
Incontestablity. Suicide. Definition of dates.
SECTION 2. OWNERSHIP
Rights of the Owner. Assignment as collateral.
SECTION 3. ADDITIONAL PROTECTION
Description of Additional Protection. Reduction by Company.
Owners right to continue existing protection.
SECTION 4. PREMIUMS AND REINSTATEMENT
Payment of premiums. Grace period of 31 days to pay premium.
Amount of premium and premium adjustments.
Unscheduled additional premium payments.
Premium suspension. How to reinstate the policy.
SECTION 5. DIVIDENDS
Annual dividends. Use of dividends. Dividend at death.
SECTION 6. THE SEPARATE ACCOUNT
The Separate Account and the investment divisions.
Allocation of net premiums, dividends and deductions.
Transfer of assets.
SECTION 7. DETERMINATION OF VALUES
Policy Value. Cost of insurance charges. Excess amount.
Variable paid-up additional insurance.
SECTION 8. CASH VALUES AND PAID-UP INSURANCE
Cash value. Paid-up insurance if premium is not paid. Surrender.
SECTION 9. LOANS AND WITHDRAWALS
Policy loans. Interest on loans. Withdrawals.
SECTION 10. EXCHANGE OF POLICY
SECTION 11. BENEFICIARIES
Naming and change of beneficiaries.
Marital deduction provision for spouse of Insured.
Succession in interest of beneficiaries.
SECTION 12. PAYMENT OF POLICY BENEFITS
Payment of death or surrender proceeds.
Payment plans for policy proceeds.
Right to increase income under payment plans.
Guaranteed payment tables.
ADDITIONAL BENEFITS (if any)
APPLICATION
<PAGE>
BENEFITS AND PREMIUMS
DATE OF ISSUE - JUNE 1, 1995
Initial Annual Payable
Plan and Additional Benefits Amount Premiums for
Variable Whole Life
With Additional Protection
Minimum Guaranteed Death Benefit $100,000 $1,312.00 Life
Additional Protection 50,000* 184.00 Life
Premiums To Increase Policy Value
Scheduled Additional Premium 1,000.00 Life
Excess Amount 530#
Initial Totals $150,530# $2,496.00
* This amount of Additional Protection is guaranteed to June 1, 2006 unless
the guaranteed period is terminated sooner under section 3.1. To continue
this amount of Additional Protection after June 1, 2006, an increased
premium may be required under section 3.2.
# This amount may increase or decrease daily depending on investment
results.
A premium is payable June 1, 1995 and every June 1 after that.
The first premium is $2,496.00.
The initial minimum premium is $1,496.00.
This policy is issued on a select basis.
Direct Beneficiary Jane M Doe, spouse of the Insured
Owner John J Doe, the Insured
Insured John J Doe Age and Sex 35 Male - SN
Policy Date June 1, 1995 Policy Number 12 345 678
Plan Variable Whole Life Initial Total
With Additional Protection Death Benefit $ 150,530
Page 3
<PAGE>
POLICY NUMBER 12 345 678
-LIST OF CONTRACTUAL MINIMUMS-
The minimum increase in the scheduled additional premium is $100.00.
The minimum unscheduled additional premium is $100.00.
The minimum withdrawal amount is $250.00.
TABLE OF DEDUCTIONS FROM ANNUAL PREMIUMS (see section 4.5)
an amount not more than $114.00; plus
an amount not more than 8% of the remainder of the premium
TABLE OF DEDUCTIONS FROM ADDITIONAL PREMIUMS (see section 4.5)
an amount not more than 8%
TABLE OF CHARGES UNDER PREMIUM SUSPENSION (see section 7.1)
if premiums are suspended as described in section 4.6.
an amount of not more than $104.88 per year
TABLE OF SURRENDER CHARGES (see section 8.1)
Following Payment
Policy of Premium Due on Surrender
Year June 1, Charge
1 1995 $ 694.80
2 1996 705.60
3 1997 716.40
4 1998 727.20
5 1999 738.00
6 2000 696.00
7 2001 654.00
8 2002 612.00
9 2003 570.00
10 2004 528.00
11 2005 422.40
12 2006 316.80
13 2007 211.20
14 2008 105.60
15 and later 2009 0.00
Page 4
<PAGE>
POLICY NUMBER 12 345 678
TABLE OF COST OF INSURANCE RATES
Beginning Beginning
of Policy of Policy
Year June 1, Rate Year June 1, Rate
1 1995 .00164 36 2030 .03174
2 1996 .00173 37 2031 .03551
3 1997 .00183 38 2032 .03889
4 1998 .00196 39 2033 .04337
5 1999 .00210 40 2034 .04839
6 2000 .00225 41 2035 .05384
7 2001 .00243 42 2036 .05965
8 2002 .00260 43 2037 .06577
9 2003 .00281 44 2038 .07213
10 2004 .00301 45 2039 .07892
11 2005 .00326 46 2040 .08640
12 2006 .00351 47 2041 .09477
13 2007 .00378 48 2042 .10426
14 2008 .00409 49 2043 .11502
15 2009 .00441 50 2044 .12680
16 2010 .00476 51 2045 .13945
17 2011 .00518 52 2046 .15261
18 2012 .00565 53 2047 .16638
19 2013 .00619 54 2048 .18045
20 2014 .00681 55 2049 .19503
21 2015 .00748 56 2050 .21029
22 2016 .00821 57 2051 .22651
23 2017 .00900 58 2052 .24413
24 2018 .00984 59 2053 .26404
25 2019 .01075 60 2054 .28936
26 2020 .01180 61 2054 .32489
27 2021 .01296 62 2055 .38097
28 2022 .01430 63 2056 .47769
29 2023 .01586 64 2057 .65738
30 2024 .01762 65 2058 1.00000
31 2025 .01955
32 2026 .02164
33 2027 .02387
34 2028 .02624
35 2029 .02882
Page 5
<PAGE>
POLICY NUMBER 12 345 678
TABLE OF MAXIMUM ANNUAL PREMIUMS PER $1,000 OF TERM INSURANCE
Beginning Beginning
of Policy of Policy
Year June 1, Rate Year June 1, Rate
11 2005 $ 3.53 41 2035 $ 56.40
12 2006 3.79 42 2036 62.47
13 2007 4.08 43 2037 68.86
14 2008 4.40 44 2038 75.51
15 2009 4.73 45 2039 82.61
16 2010 5.10 46 2040 90.43
17 2011 5.54 47 2041 99.17
18 2012 6.03 48 2042 109.09
19 2013 6.59 49 2043 120.34
20 2014 7.24 50 2044 132.65
21 2015 7.94 51 2045 145.87
22 2016 8.71 52 2046 159.63
23 2017 9.53 53 2047 174.02
24 2018 10.41 54 2048 188.72
25 2019 11.36 55 2049 203.96
26 2020 12.46 56 2050 219.91
27 2021 13.67 57 2051 236.86
28 2022 15.07 58 2052 255.28
29 2023 16.70 59 2053 276.09
30 2024 18.54 60 2054 302.55
31 2025 20.56 61 2055 339.68
32 2026 22.74 62 2056 398.30
33 2027 25.07 63 2057 499.38
34 2028 27.55 64 2058 687.19
35 2029 30.25 65 2059 1,000.00
36 2030 33.30
37 2031 37.24
38 2032 40.77
39 2033 45.45
40 2034 50.70
The last term premium incerase date is June 1, 2039
Page 6
<PAGE>
POLICY NUMBER 12 345 678
SEPARATE ACCOUNT (see section 6.1)
Account Divisions
Select Bond Division
International Equity Division
Money Market Division
Balanced Division
Index 500 Stock Division
Aggressive Growth Stock Division
High Yield Bond Division
Growth Stock Division
Growth & Income Stock Division
Index 400 Stock Division
Small Cap Growth Stock Division
Russell Multi-Style Equity Division
Russell Aggressive Equity Division
Russell Non-US Division
Russell Real Estate Securities Division
Russell Core Bond Division
The maximum number of Divisions for allocation is ten.
The initial allocation date as used in section 6.2 is July 1, 1999.
The maximum transfer fee is $ 25.00.
The maximum withdrawal charge is $ 25.00. See section 9.8.
Page 7
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POLICY NUMBER 12 345 678
TABLE OF TABULAR VALUES PER $1.00 OF INSURANCE
End End
of Policy Tabular of Policy Tabular
Year June 1, Value Year June 1, Value
1 1996 .00989 36 2031 .54955
2 1997 .02011 37 2032 .56770
3 1998 .03066 38 2033 .58582
4 1999 .04152 39 2034 .60357
5 2000 .05271 40 2035 .62089
6 2001 .06423 41 2036 .63773
7 2002 .07607 42 2037 .65413
8 2003 .08826 43 2038 .67011
9 2004 .10078 44 2039 .68577
10 2005 .11366 45 2040 .70113
11 2006 .12687 46 2041 .71617
12 2007 .14045 47 2042 .73082
13 2008 .15438 48 2043 .74498
14 2009 .16868 49 2044 .75852
15 2010 .18334 50 2045 .77139
16 2011 .19837 51 2046 .78358
17 2012 .21375 52 2047 .79519
18 2013 .22946 53 2048 .80628
19 2014 .24549 54 2049 .81703
20 2015 .26180 55 2050 .82761
21 2016 .27839 56 2051 .83820
22 2017 .29525 57 2052 .84906
23 2018 .31239 58 2053 .86048
24 2019 .32981 59 2054 .87283
25 2020 .34750 60 2055 .88639
26 2021 .36543 61 2056 .90129
27 2022 .38358 62 2057 .91739
28 2023 .40188 63 2058 .93415
29 2024 .42028 64 2059 .95046
30 2025 .43872 65 2060 1.00000
31 2026 .45717
32 2027 .47563
33 2028 .49409
34 2029 .51258
35 2030 .53109
The mortality basis is the Commissioners 1980 Standard Ordinary Mortality
Table-B for nonsmokers. The annual effective interest rate used to calculate
quantities (a) and (b) of section 4.6 is 6%. All other net single premiums and
tabular values are based on an annual effective interest rate of 4%. All values
assume that claims are paid at the end of policy years.
The nonforfeiture factor is .01107348.
Page 8
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SECTION 1. THE CONTRACT
1.1 LIFE INSURANCE BENEFIT
The Northwestern Mutual Life Insurance Company will pay a benefit on the
death of the Insured. Subject to the terms and conditions of the policy:
o payment of the death proceeds will be made after proof of the death
of the Insured is received at the Home Office; and
o payment will be made to the beneficiary or other payee under
Sections 11 and 12.
The amount of the death proceeds when all premiums due have been paid will be:
o the Insurance Amount; plus
o the amount of variable paid-up additional insurance under Section
7.4; less
o if premiums are not paid on an annual basis, an adjustment for any
premiums used to purchase variable paid-up additional insurance that
are due later in the policy year; plus
o the amount of any dividend at death (Section 5.3); less
o the amount of any policy debt (Section 9.3).
These amounts will be determined as of the date of death.
The Insurance Amount will be the greater of (a) and (b) where:
(a) is the sum of:
o the Minimum Guaranteed Death Benefit shown on page 3; plus
o the amount of Additional Protection then in force under
Section 3; plus
o the Excess Amount determined under Section 7.3; and
(b) is the amount of paid-up insurance which could be purchased by the
Policy Value applied as a net single premium using the basis of
values shown on page 8. If premiums are not paid on an annual basis,
this amount of paid-up insurance will be reduced by an adjustment
for any premiums due later in the policy year.
The amount of the death proceeds when the Insured dies during the grace
period following the due date of an a unpaid premium will be:
o the amount determined above assuming the overdue premium had been
paid; less
o the amount of the unpaid premium.
The amount of the death proceeds when the Insured dies while the policy is
in force as paid-up insurance will be determined under Section 8.
1.2 ENTIRE CONTRACT; CHANGES
This policy with the attached application is the entire contract.
Statements in the application are representations and not warranties. A change
in the policy is valid only if it is approved in writing by an officer of the
Company. The Company may require that the policy be sent to it for endorsement
to show a change. No agent has the authority to change the policy or to waive
any of its terms.
1.3 INCONTESTABILITY
The Company will not contest insurance under this policy after the
insurance has been in force during the lifetime of the Insured for two years
from the Date of Issue. In issuing the insurance, the Company has relied on the
application. While the insurance is contestable, the Company, on the basis of a
misstatement in the application, may rescind the insurance or deny a claim.
1.4 SUICIDE
If the Insured dies by suicide within one year from the Date of Issue, the
amount payable by the Company will be limited to the premiums paid, less the
amount of any policy debt and withdrawals and less the cash value of any
variable paid-up insurance surrendered.
1.5 POLICY DATE AND DATE OF ISSUE
Policy months, years and anniversaries are computed from the Policy Date.
The contestable and suicide periods begin with the Date of Issue. These dates
are shown on page 3. The Date of Issue for any increase in insurance issued
under Additional Premiums Scheduled After Issue (Section 4.2) or any Optional
Unscheduled Additional Premium (Section 4.3) will be shown on an amendment to
the Schedule of Benefits and Premiums.
1.6 MISSTATEMENT OF AGE
If the age or sex of the Insured has been misstated, the amount payable
will be the amount which the premiums paid would have purchased at the correct
age.
1.7 PAYMENTS BY THE COMPANY
All payments by the Company under this policy are payable at its Home
Office.
1.8 INSURABILITY REQUIREMENTS
To make some changes under this policy, the Insured must meet the
Company's insurability requirements. These requirements are as follows:
o evidence of insurability must be given that is satisfactory to the
Company; and
o under the Company's underwriting standards, the Insured is in an
underwriting classification that is the same as, or is better than,
the one for this policy.
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SECTION 2. OWNERSHIP
2.1 THE OWNER
The Owner is named on page 3. The Owner, his successor or his transferee
may exercise policy rights without the consent of any beneficiary. After the
death of the Insured, policy rights may be exercised only as provided in
Sections 11 and 12.
2.2 TRANSFER OF OWNERSHIP
The Owner may transfer the ownership of this policy. Written proof of
transfer satisfactory to the Company must be received at its Home Office. The
transfer will then take effect as of the date that it was signed. The Company
may require that the policy be sent to it for endorsement to show the transfer.
2.3 COLLATERAL ASSIGNMENT
The Owner may assign this policy as collateral security. The Company is
not responsible for the validity or effect of the collateral assignment. The
Company will not be responsible to an assignee for any payment or other action
taken by the Company before receipt of the assignment in writing at its Home
Office.
The interest of any beneficiary will be subject to any collateral
assignment made either before or after the beneficiary is named.
The collateral assignee is not an Owner. A collateral assignment is not a
transfer of ownership. Ownership can be transferred only by complying with
Section 2.2.
SECTION 3. ADDITIONAL PROTECTION
3.1 ADDITIONAL PROTECTION
Additional Protection is insurance guaranteed for the period shown on page
3. The initial amount of and premium for Additional Protection are shown on page
3.
Additional Protection will terminate on any policy anniversary on which:
o the Owner has directed that dividends be used other than to increase
Policy Value; and
o the policy does not have Excess Amount.
3.2 REDUCTION BY COMPANY; OWNER'S RIGHT TO CONTINUE EXISTING PROTECTION
For any policy year after the end of the guaranteed period, the Company
may reduce the amount of Additional Protection if, at the attained age of the
Insured:
o the net annual policy premium; plus
o the excess, if any, of:
o the Policy Value 25 days before the policy anniversary plus
any dividend payable on the policy anniversary; over
o the tabular value of the Minimum Guaranteed Death Benefit on
the policy anniversary;
is less than:
o the Minimum Guaranteed Death Benefit times the nonforfeiture factor
(shown on page 8); plus
o that portion of the cost of insurance charge for the Insurance
Amount which the Company determines applies to Additional
Protection.
The amount of Additional Protection will be reduced to equal the amount of
term insurance which could be purchased by the premium for Additional Protection
plus any dividend payable on the policy anniversary. The premium rates for term
insurance will not be more than the rates shown on page 6. The Company will send
written notice of the reduction.
The Owner may prevent a reduction that would occur on or before the last
term insurance premium increase date shown on page 6. This may be done by the
payment of an increased minimum premium as determined under Section 4.2.
The increased premium will be payable for the remainder of the premium
paying period. The premium must be received at the Home Office within 31 days of
the date the reduction would take effect.
The right of the Owner to continue the amount of Additional Protection
will terminate as of the first policy anniversary on which the Owner fails to
pay an increased premium when due.
SECTION 4. PREMIUMS AND REINSTATEMENT
4.1 PREMIUM PAYMENT
Payment. All premiums after the first are payable at the Home Office or to an
authorized agent. A receipt signed by an officer of the Company will be
furnished on request. A premium must be paid on or before its due date. The date
when each premium is due and the number of years for which premiums are payable
are described on page 3.
No premiums may be paid while this policy is in force as paid-up insurance
under Section 8, except as provided in Reinstatement (Section 4.7).
Frequency. Premiums are payable annually. Premiums may be paid on any other
frequency, with the consent of the Company.
Grace Period. A grace period of 31 days will be allowed to pay a premium that is
not paid on its due date. The policy will be in full force during this period.
If a premium is paid during the grace period, policy values will be the same as
if the premium had been paid on the premium due date. If the Insured dies during
the grace period, any overdue premium will be paid from the proceeds of the
policy.
If a premium is not paid within the grace period, and the policy does not
qualify for Premium Suspension (Section 4.6), the policy will terminate as of
the due date unless it continues as paid-up insurance under Section 8.
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4.2 AMOUNT OF PREMIUM; ADJUSTMENTS
Scheduled and Minimum Premiums. The premium due on this policy is the scheduled
premium plus any required unscheduled additional premium due under Section 4.4.
The scheduled premium is the sum of the minimum premium, any scheduled
additional premium used to purchase variable paid-up additional insurance or to
increase Policy Value, and any premium that is due for any additional benefit
that is a part of this policy. The minimum premium is the premium for the
Minimum Guaranteed Death Benefit and Additional Protection. The premium amounts
at issue are shown on page 3.
An increase in the minimum premium under Section 3.2 will be determined by
adding the premium for the Minimum Guaranteed Death Benefit to the term
insurance premium for the amount of Additional Protection at the attained age of
the Insured. The premium rates for term insurance will not be more than the
rates shown on page 6. The minimum premium will not be increased after the last
term insurance premium increase date shown on page 6.
Additional Premiums Scheduled At Issue. This policy may have been issued with
level additional premiums in excess of the minimum premium. The amount of these
additional premiums is shown on page 3.
Additional Premiums Scheduled After Issue. The Owner may pay additional premiums
by requesting that the level premium payable on the policy be increased. An
increase in the level amount may be made at any time before the policy
anniversary that is nearest to the 85th birthday of the Insured. The minimum
amount of increase is shown on page 4. Additional premiums may be scheduled only
if, at the time the increases are applied for:
o the insurance in force after applying the scheduled additional
premiums will be within the Company's issue limit; and
o the Company's insurability requirements are met.
Owner's Right To Decrease Scheduled Additional Premiums. The Owner may decrease
the amount of additional premium scheduled at issue or after issue. This may be
done at any time by written request sent to the Home Office. Later increases in
the level amount may be made only as provided in the preceding paragraph.
Effective Date. A premium change will take effect on the first premium due date
that follows the receipt at the Home Office of the Owner's written request for
change. When the Owner increases or decreases premiums, the Company will send an
amendment to the Schedule of Benefits and Premiums.
Additional Premiums Used To Purchase Paid-Up Additional Insurance Or Increase
Policy Value. As directed by the Owner each scheduled additional premium paid
will be used to purchase variable paid-up additional insurance or to increase
Policy Value as shown on page 3. The Owner may change this direction by written
notice sent to the Home Office, subject to evidence of insurability. The
purchase or increase will be made as of the policy anniversary.
4.3 OPTIONAL UNSCHEDULED ADDITIONAL PREMIUM
Unscheduled additional premiums may be paid to the Company at any time before
the policy anniversary that is nearest to the Insured's 85th birthday. An
unscheduled additional premium may be paid only if, at the time the premium is
paid:
o the insurance in force after applying the unscheduled additional
premium will be within the Company's issue limits; and
o the Company's insurability requirements are met.
Each unscheduled additional premium may not be less than the minimum
amount shown on page 4. As directed by the Owner, each net unscheduled
additional premium will be used, as of the date the premium is received by the
Company, to purchase variable paid-up additional insurance or to increase Policy
Value.
4.4 REQUIRED UNSCHEDULED ADDITIONAL PREMIUM
If a withdrawal has been made, the Company may require an unscheduled
additional premium to be paid. The due date of the required unscheduled
additional premium is the policy anniversary following written notice by the
Company. The net unscheduled additional premium will be used to increase Policy
Value.
The amount of required unscheduled additional premium due on a policy
anniversary will be the lesser of (a) and (b) where:
(a) is
o the tabular value for the Minimum Guaranteed Death Benefit;
minus
o the Policy Value, 25 days prior to the anniversary; and
(b) is
o the accumulation at 4% annual interest of all amounts
withdrawn; minus
o the accumulation at 4% annual interest of all additional
premiums used to increase Policy Value.
If either (a) or (b) is zero or less than zero, no unscheduled additional
premium will be required.
4.5 NET PREMIUMS
Net Annual Policy Premium. The net annual policy premium is:
o the annual premium for the Minimum Guaranteed Death Benefit;
plus
o the annual premium for Additional Protection; plus
o the annual scheduled additional premium used to increase
Policy Value; less
o deductions for expenses; less
o deductions for any classified mortality.
The deductions for expenses and classified mortality will not be more than the
amounts shown in the Table of Deductions from Annual Premiums shown on page 4.
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Net Scheduled Additional Premium Used to Purchase Variable Paid-up Insurance. A
net scheduled additional premium used to purchase variable paid-up insurance is:
o the annual scheduled additional premium used to purchase additional
insurance; less
o deductions for expenses; less
o any classified mortality charge.
The deductions for expenses and the charge for classified mortality will not be
more than the amounts shown in the Table of Deductions from Additional Premiums
shown on page 4.
Net Unscheduled Additional Premium. A net unscheduled additional premium is:
o an optional or required unscheduled additional premium; less
o deductions for expenses; less
o any classified mortality charge.
The deductions for expenses and the charge for classified mortality will not be
more than the amounts shown in the Table of Deductions from Additional Premiums
shown on page 4.
4.6 PREMIUM SUSPENSION
A policy qualifies for premium suspension if at the end of the grace
period:
o the Excess Amount as of 25 days prior to the previous policy
anniversary is greater than or equal to one year's minimum premium
plus one year's premium for any additional benefits;
o the Company determines that the Policy Value 25 days prior to the
previous policy anniversary is greater than the sum of (a) plus (b)
where:
(a) is the net single premium on that anniversary for the
Insurance Amount. This net single premium will be calculated
using the basis of values for premium suspension shown on page
8; and
(b) is the present value of charges for premium suspension for all
future years. The present value will be calculated using:
o amounts which the Company is then charging for premium
suspension; and
o the basis of values for premium suspension shown on page
8; and
o no withdrawals have been made after a date 25 days prior to the
previous policy anniversary.
If a policy qualifies for premium suspension:
o the scheduled premium otherwise currently due does not need to be
paid; and
o the policy will not terminate because of the failure to pay the
premium.
The Owner may pay unscheduled additional premiums as provided under Section 4.3.
While premiums are being suspended, contract charges will be deducted from
the Policy Value on each policy anniversary, subject to the maximum charges
shown on page 4. If the premium frequency is other than annual, a deduction will
be made from Policy Value to pay a premium for the remainder of the policy year
and the premium frequency will be changed to annual.
The payment of premiums must resume as of a policy anniversary if either:
o the Excess Amount as of 25 days prior to a policy anniversary is
less than the sum of one year's minimum premium plus one year's
premium for any additional benefits; or
o the Owner elects to end premium suspension by written request sent
to the Home Office.
If a withdrawal of Policy Value is made, premiums will no longer be suspended
unless the policy requalifies for premium suspension as of the next policy
anniversary.
4.7 REINSTATEMENT
This policy may be reinstated within three years after the due date of the
overdue premium. All unpaid minimum premiums and premiums for any additional
benefits that are a part of this policy (and interest as required below) must be
received by the Company while the Insured is alive. The policy may not be
reinstated if the policy was surrendered. After reinstatement, the policy will
have the same Minimum Guaranteed Death Benefit, Additional Protection, Policy
Value and variable paid-up additional insurance as if:
o all minimum premiums had been paid when due;
o investment earnings for all Divisions, less charges against the
Separate Account, had been credited at an annual effective interest
rate of 4% from the due date of the overdue premium until the date
of reinstatement; and
o loan interest, less charges by the Company for expenses and taxes,
had been credited to Policy Value and to the cash value of variable
paid-up additional insurance at an annual effective interest rate of
4%, from the due date of the overdue premium until the date of
reinstatement.
In addition, for the policy to be reinstated more than 31 days after the
end of the grace period, the Company's insurability requirements must be met and
an amount must be paid equal to the greater of:
o all unpaid minimum premiums and premiums for additional benefits
with interest from the due date of each premium at an annual
effective rate of 5%; and
o 110% of the excess of the cash value of the policy upon
reinstatement over the cash value of the policy just before
reinstatement, plus all unpaid premiums for additional benefits with
interest from the due date of each premium at an annual effective
rate of 5%.
Any policy debt on the due date of the overdue premium, with interest at
an annual effective interest rate of 5% from that date, must be repaid or
reinstated.
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SECTION 5. DIVIDENDS
5.1 ANNUAL DIVIDENDS
This policy will share in the divisible surplus of the Company. This
surplus is determined each year. This policy's share will be credited as a
dividend on the policy anniversary.
5.2 USE OF DIVIDENDS
Policy In Force As Variable Whole Life With Additional Protection. If Additional
Protection is in force and there is no Excess Amount, dividends will be used to
increase Policy Value. If Additional Protection is not in force, or if there is
Excess Amount, dividends may be paid in cash or used for one of the following:
o Policy Value. Dividends will be used to increase Policy Value.
o Paid-Up Additional Insurance. Dividends will purchase variable
benefit paid-up additional insurance.
o Premium Payment. Dividends will be used to reduce premiums. If the
dividend is greater than the premium, the balance will be used to
increase Policy Value.
Other uses of dividends may be made available by the Company.
If no direction is given for the use of dividends, they will be used to
increase Policy Value.
Policy In Force As Fixed Benefit Paid-Up Insurance. Dividends may be paid in
cash or used to purchase fixed benefit paid-up additional insurance. Other uses
of dividends may be made available by the Company.
If no direction is given for the use of dividends, they will be used to
purchase fixed benefit paid-up additional insurance.
Policy In Force As Variable Benefit Paid-Up Insurance. Dividends may be paid in
cash or used to purchase variable paid-up additional insurance. Other uses of
dividends may be made available by the Company.
If no direction is given for the use of dividends, they will be used to
purchase variable paid-up additional insurance.
5.3 DIVIDEND AT DEATH
If a dividend is payable for the period from the beginning of the policy
year to the date of the Insured's death, the dividend is payable as part of the
policy proceeds.
SECTION 6. THE SEPARATE ACCOUNT
6.1 DESCRIPTION
The Northwestern Mutual Variable Life Account (the Separate Account) has
been established by the Company pursuant to Wisconsin law and is registered as a
unit investment trust under the Investment Company Act of 1940.
The Separate Account has several Divisions, as shown on page 7. Assets of
the Separate Account are invested in shares of Northwestern Mutual Series Fund,
Inc. (the Fund). The Fund is registered under the Investment Company Act of 1940
as an open-end, diversified investment company. The Fund has one Portfolio for
each Division. Assets of each Division of the Separate Account are invested in
shares of the corresponding Portfolio of the Fund. Shares of the Fund are
purchased for the Separate Account at their net asset value. The Company may
make available additional Divisions and Portfolios.
Assets will be allocated to the Separate Account to support the operation
of this policy (except when in force as fixed benefit paid-up insurance) and
other variable life insurance policies. Assets may also be allocated for other
purposes, but not to support the operation of any contracts or policies other
than variable life insurance. Income and realized and unrealized gains and
losses from assets in the Separate Account are credited to or charged against it
without regard to other income, gains or losses of the Company.
The assets of the Separate Account will be valued on each valuation day.
They are the property of the Company. The portion of these assets equal to
policy reserves and liabilities will not be charged with liabilities arising out
of any other business the Company may conduct. The Company reserves the right to
transfer assets of the Separate Account in excess of these reserves and
liabilities to its General Account.
The Owner may exchange this policy for a fixed benefit life insurance
policy if the Fund changes its investment advisor or if a Portfolio has a
material change in its investment objectives or restrictions. The Company will
notify the Owner if there is any such change. The Owner may exchange this policy
within 60 days after the notice or the effective date of the change, whichever
is later.
If, in the judgment of the Company, a Portfolio no longer suits the
purposes of this policy due to a change in its investment objectives or
restrictions, the Company may substitute shares of another Portfolio of the Fund
or shares of another mutual fund. Any such substitution will be subject to any
required approval of the Securities and Exchange Commission (SEC), the Wisconsin
Commissioner of Insurance or other regulatory authority.
The Company also may, to the extent permitted by applicable laws and
regulations (including any order of the SEC), make changes as follows:
o the Separate Account or a Division may be operated as a management
company under the Investment Company Act of 1940, or in any other
form permitted by law, if deemed by the Company to be in the best
interest of the policyowners.
o the Separate Account may be deregistered under the Investment
Company Act of 1940 in the event registration is no longer required.
o the provisions of this and other policies may be modified to comply
with any other applicable federal or state laws.
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In the event of a substitution or change, the Company may make appropriate
endorsement of this and other policies having an interest in the Separate
Account and take other actions as may be necessary to effect the substitution or
change.
6.2 ALLOCATION OF NET PREMIUMS, DIVIDENDS AND DEDUCTIONS
The first net annual policy premium and any net scheduled additional
premium used to purchase variable paid-up insurance will be allocated to the
Money Market Division on the Policy Date. Any net unscheduled additional
premium received prior to the Initial Allocation Date will be allocated to the
Money Market Division on the later of the Policy Date and the date the Company
receives the premium. The Initial Allocation Date is shown on page 7.
On the Initial Allocation Date, amounts in the Money Market Division will
be allocated in accordance with the application. This allocation will remain in
effect for later net premiums unless changed by the Owner by written request.
Any change in allocation will be in effect for net premiums credited to the
policy following the receipt of the written request at the Home Office.
Allocations must be in whole percentages. If a Division is to receive an
allocation, the allocation must be at least 10%. An allocation will not be
permitted that results in assets invested for this policy being apportioned
among more than the maximum number of Divisions for allocation shown on page 7.
Any deduction from Policy Value or from the value of variable paid-up
additional insurance, other than a decrease due to investment results, will be
allocated in proportion to the values in the Divisions.
6.3 TRANSFER OF ASSETS
On or after the Initial Allocation Date, the Owner may transfer the assets
(other than policy debt) invested for this policy to any of the Divisions, as
long as these assets, following the transfer, are allocated among not more than
the maximum number of Divisions for allocation shown on page 7. Transfers may be
made as often as twelve times in a policy year.
The transfer will take effect on the date a written request is received in
the Home Office. A fee may be required. The maximum fee is shown on page 7.
SECTION 7. DETERMINATION OF VALUES
7.1 POLICY VALUE
On the Policy Date, the Policy Value is equal to the net annual policy
premium plus any net unscheduled additional premium credited to Policy Value on
the Policy Date, less the cost of insurance charge. On any day after that, the
Policy Value is equal to what it was on the previous day plus these items:
o any increase due to investment results of all amounts invested in
all Divisions for the Policy Value;
o interest on the Policy Value's share of policy debt at an annual
rate equal to the loan interest rate less a charge by the Company
for expenses and taxes;
o on each policy anniversary, if the premium due is paid within the
grace period, the net annual policy premium;
o any net unscheduled additional premium used to increase Policy Value
credited that day;
o any policy dividend payable on that day directed to increase Policy
Value; and
o any amounts transferred to Policy Value from variable paid-up
additional insurance;
and minus any of these items applicable on that day:
o any decrease due to investment results of all amounts invested in
all Divisions for the Policy Value;
o a charge against the Separate Account at a rate of not more than
0.0016389% a day (0.60% a year) for mortality and expense risks that
the Company assumes;
o any amount charged against the Separate Account for taxes;
o if the annual premium is suspended under the Premium Suspension
provision (Section 4.6), any charges required under that provision;
o the cost of insurance charge for the Insurance Amount;
o any withdrawals; and
o any surrender charges, administrative charges or reduction in policy
debt that may result from a withdrawal, a decrease in face amount or
a change to variable benefit paid-up insurance
In addition, Policy Value will be adjusted for any increase or decrease,
other than on a policy anniversary, in the amount of scheduled additional
premiums used to increase Policy Value.
7.2 COST OF INSURANCE CHARGES FOR THE INSURANCE AMOUNT
A cost of insurance charge is deducted from the Policy Value on each
policy anniversary and is used in the determination of the Policy Value on the
Policy Date. The cost of insurance charge is the cost of insurance rate times
the net amount at risk. The cost of insurance rate is based on the attained age
of the Insured. The cost of insurance rates are shown on page 5. The net amount
at risk is (a) minus (b) where:
(a) is the projected Insurance Amount divided by 1.04. The projected
Insurance Amount is what the Insurance Amount would be at the end of
the policy year assuming a 4% annual effective interest rate on
invested funds; and
(b) is the Policy Value.
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If an unscheduled additional premium paid on a date other than a policy
anniversary results in an increase in the net amount at risk, a cost of
insurance charge for the portion of the policy year remaining will be deducted
from Policy Value on the date the unscheduled additional premium is received by
the Company.
7.3 EXCESS AMOUNT
The Excess Amount is:
o the Policy Value; less
o the tabular value of the Minimum Guaranteed Death Benefit; less
o the tabular value of the amount of Additional Protection; less
o an adjustment, if premiums are not paid on an annual basis, for
premiums due later in the policy year.
If the amount determined above is less than zero, the Excess Amount will
be zero.
7.4 VARIABLE PAID-UP ADDITIONAL INSURANCE
Additional premiums and dividends used to purchase variable paid-up
additional insurance will immediately increase the death proceeds payable under
Section 1.1. These amount are not included in the Additional Protection.
The amount of variable paid-up additional insurance is equal to the cash
value of variable paid-up additional insurance divided by the net single premium
using the basis of values shown on page 8.
On the Policy Date, the cash value of variable paid-up additional insurance
is equal to any net additional premium used to purchase variable paid-up
additional insurance less the cost of insurance charge for the variable paid-up
additional insurance. On any day after that, the cash value of variable paid-up
additional insurance is equal to what it was on the previous day plus these
items:
o any increase due to investment results of all amounts invested in
all Divisions for the variable paid-up additional insurance;
o interest on the variable paid-up additional insurance's share of
policy debt at an annual rate equal to the loan interest rate less a
charge by the Company for expenses and taxes;
o on each policy anniversary, if the premium due is paid within the
grace period, the net scheduled additional premium used to purchase
variable paid-up additional insurance;
o any net unscheduled additional premium used to purchase variable
paid-up additional insurance credited that day; and
o any policy dividend payable on that day directed to purchase
variable paid-up additional insurance;
and minus any of these items applicable on that day:
o any decrease due to investment results of all amounts invested in
all Divisions for the variable paid-up additional insurance;
o a charge against the Separate Account at a rate of not more than
0.0016389% a day (0.60% a year) for mortality and expense risks that
the Company assumes;
o any amount charged against the Separate Account for taxes;
o the cost of insurance charge for the variable paid-up additional
insurance;
o any surrender of variable paid-up additional insurance; and
o any amount transferred to Policy Value.
In addition, variable paid-up additional insurance will be adjusted for
any increase or decrease, other than on a policy anniversary, in the amount of
scheduled additional premiums used to purchase variable paid-up additional
insurance.
Transfer Of Cash Value Of Variable Paid-Up Additional Insurance To Policy Value.
The Owner may transfer the cash value of any variable paid-up additional
insurance to Policy Value. The transfer will take effect on the date a written
request to transfer is received at the Home Office. Policy Value may not be
transferred to the cash value of variable paid-up additional insurance.
7.5 COST OF INSURANCE CHARGES FOR VARIABLE PAID UP ADDITIONAL INSURANCE
A cost of insurance charge is deducted from the cash value of variable
paid-up additional insurance on each policy anniversary and is used in the
determination of the cash value of variable paid-up additional insurance on the
Policy Date. The cost of insurance charge is the cost of insurance rate times
the net amount at risk. The cost of insurance rate is based on the attained age
of the Insured. The cost of insurance rates are shown on page 5. On a policy
anniversary, the net amount at risk is (a) minus (b) where:
(a) is the amount of variable paid-up additional insurance divided by
1.04; and
(b) is the cash value of variable paid-up additional insurance on the
policy anniversary.
If a net unscheduled additional premium is credited to the cash value of
variable paid-up additional insurance on a day other than the policy
anniversary, there will be a cost of insurance charge for the remainder of the
policy year based on the increase in the net amount at risk resulting from the
unscheduled additional premium.
7.6 VALUATION DAY AND VALUATION PERIOD
A valuation day is any day on which the assets of the Separate Account are
valued. A valuation period is a valuation day and any immediately preceding days
which are not valuation days.
Assets are valued as of the close of trading on the New York Stock
Exchange on each day the Exchange is open. Each Division's share of amounts
allocated, transferred or added to a Division or of amounts deducted, loaned,
transferred or withdrawn from a Division on any day will be determined as of the
end of the valuation period that contains that day.
15
<PAGE>
SECTION 8. CASH VALUES AND PAID-UP INSURANCE
8.1 CASH VALUE
The cash value of this policy on any date when all premiums due have been
paid, during the grace period following the due date of an unpaid premium, or
when this policy is in force as variable benefit paid-up insurance is equal to:
o the Policy Value; plus
o the cash value of variable paid-up additional insurance; less
o any policy debt; less
o the surrender charge for the policy year shown on page 4. There is
no surrender charge if the policy is in force as variable benefit
paid-up insurance.
If premiums are not paid on an annual basis, the cash value will reflect a
reduction for any premiums due later in the policy year.
8.2 FIXED BENEFIT PAID-UP INSURANCE
If any premium is unpaid on the last day of the grace period and if the
cash value is at least $1,000 on the last day of the grace period, this policy
will be in force as fixed benefit paid-up insurance. If the cash value is less
than $1,000 as of the last day of the grace period, the policy will be treated
as surrendered under Section 8.4.
When the policy is in force as fixed benefit paid-up insurance, the
Minimum Guaranteed Death Benefit, Additional Protection and Policy Value will
not be in effect.
The amount of fixed benefit paid-up insurance will be determined by using
the cash value plus the policy debt, both as of the last day of the grace
period, as a net single premium at the attained age of the Insured. However, if
a portion of the cash value is attributable to variable paid-up additional
insurance, that portion will be applied to purchase fixed benefit paid-up
additions. The variable paid-up additional insurance will no longer be in force.
The cash value of fixed benefit paid-up insurance or fixed benefit paid-up
additions will be the net single premium for that insurance at the attained age
of the Insured less any policy debt. If fixed benefit paid-up insurance is
surrendered within 31 days after a policy anniversary, the cash value will not
be less than the cash value on that anniversary reduced by any later surrender
of paid-up additions and adjusted for any later change in policy debt.
The amount of the death proceeds when this policy is in force as fixed
benefit paid-up insurance will be:
o the amount of fixed benefit paid-up insurance determined above; plus
o the amount of any fixed benefit paid-up additions then in force;
plus
o the amount of any dividend at death; less
o the amount of any policy debt.
These amounts will be determined as of the date of death.
Any policy debt will continue on fixed benefit paid-up insurance. Fixed
benefit paid-up insurance will share in divisible surplus.
8.3 VARIABLE BENEFIT PAID-UP INSURANCE
Variable benefit paid-up insurance may be selected in place of fixed
benefit paid-up insurance provided the cash value of the policy is at least
$5,000 on the last day of the grace period. A written request must be received
at the Home Office no later than the last day of the grace period.
When the policy is in force as variable benefit paid-up insurance, the
Minimum Guaranteed Death Benefit and Additional Protection will not be in
effect. On the due date of the unpaid premium, the Policy Value is set equal to
the cash value plus the policy debt. The cash value of variable paid-up
additional insurance is set at zero.
The amount of the death proceeds when this policy is in force as variable
benefit paid-up insurance will be:
o the Policy Value of variable benefit paid-up insurance divided by
the net single premium using the basis of values on page 8; plus
o the amount of any in force variable paid-up additional insurance
purchased by dividends; plus
o the amount of any dividend at death; less
o the amount of any policy debt.
These amounts will be determined as of the date of death.
Any policy debt will continue on variable benefit paid-up insurance.
Variable benefit paid-up insurance will share in divisible surplus.
8.4 SURRENDER
The Owner may surrender this policy for its cash value. A written
surrender of all claims, satisfactory to the Company, will be required. The date
of surrender will be the date of receipt at the Home Office of the written
surrender. The policy will terminate, and the cash value will be determined, as
of the end of the valuation period which includes the date of surrender, or, in
the case of fixed benefit paid-up insurance, as of the date of surrender. The
Company may require that the policy be sent to it.
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<PAGE>
8.5 DEFERRAL OF PAYMENTS
Variable Insurance. During any period when:
o the sale of securities or the determination of investment results is
not reasonably practicable because
(i) the New York Stock Exchange is closed; or
(ii) conditions are such that, under rules and regulations adopted
by the SEC, trading is deemed to be restricted or an emergency
is deemed to exist; or
o the SEC, by order, permits deferral for the protection of the
Company's policy owners;
the Company reserves the right:
o to defer determination of cash value and payment of the cash value;
o to defer payment of a loan or withdrawal;
o to defer determination of a change in the amount of variable
insurance or other variable amounts payable on death, and, if such
determination has been deferred, to defer payment of any portion of
the death benefit based on a variable amount; and
o if payment of all or part of the death benefit is deferred, to defer
application of the death proceeds to a payment plan under Section
12.
Fixed Benefit Insurance. The Company may defer paying the cash value of the
fixed benefit paid-up insurance for up to six months from the date of surrender.
If payment is deferred for 30 days or more, interest will be paid on the cash
value at an annual effective rate of 4% from the date of surrender to the date
of payment.
The Company may defer making a loan for up to six months.
8.6 TABULAR VALUES
The tabular value of the Minimum Guaranteed Death Benefit is equal to the
Minimum Guaranteed Death Benefit times the tabular value per $1 of insurance.
The tabular value of Additional Protection is equal to the amount of Additional
Protection times the tabular value per $1 of insurance. Tabular values per $1 of
insurance are shown on page 8 for each policy anniversary. Tabular values during
a policy year will reflect the time elapsed in that year.
Tabular values are the net level premium reserves for a whole life policy
calculated using the basis of values shown on page 8. Calculations assume annual
premiums are paid at the beginning of the policy year and claims are paid at the
end of the policy year.
Tabular values are used to determine:
o whether the amount of Additional Protection may be reduced under
Section 3.2;
o to determine the amount of any required unscheduled additional
premium under Section 4.4;
o whether the policy qualifies for premium suspension under Section
4.6; and
o the Excess Amount under Section 7.3.
SECTION 9. LOANS AND WITHDRAWALS
9.1 POLICY LOANS
The Owner may obtain a loan from the Company in an amount that, when added
to existing policy debt, is not more than the loan value.
A loan may be obtained on written request or to pay an overdue premium if
the premium loan provision is in effect on this policy and premiums are not
suspended under Section 4.6. If the loan value is not large enough to pay the
overdue premium, a premium will be paid for any other frequency permitted by the
Company for which the loan value is large enough. The Owner may elect or revoke
the premium loan provision by written request received at the Home Office.
9.2 LOAN VALUE
The loan value is 90% of the sum of the cash value and any existing policy
debt on the date of the loan.
9.3 POLICY DEBT
Policy debt consists of all outstanding loans and accrued interest. It may
be paid to the Company at any time. Any policy debt will be deducted from the
policy proceeds.
If the cash value decreases to zero, this policy will terminate unless a
sufficient portion of the policy debt is repaid. Termination occurs 31 days
after a notice has been mailed to the Owner and to any assignee on record at the
Home Office. The notice will state the amount that must be repaid to keep the
policy in force.
9.4 ALLOCATION OF LOANS
Except when this policy is in force as fixed benefit paid-up insurance, a
loan will be allocated between Policy Value and variable paid-up additional
insurance in proportion to the amount of cash value attributable to Policy Value
and the cash value of variable paid-up additional insurance. On the date a loan
is made, or on the date unpaid interest is added to the loan, the amounts
invested for this policy in each Division will be reduced in proportion to the
amounts in each Division. On the date a loan repayment is made, the amounts
invested for this policy in each Division will be increased in proportion to the
amounts in each Division.
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<PAGE>
9.5 LOAN INTEREST
Interest accrues and is payable on a daily basis from the date of the loan
on loans requested by the Owner and from the premium due date on loans to pay
premiums. Unpaid interest is added to the loan.
The Specified Rate loan interest option or the Variable Rate loan interest
option is elected on the application. The Owner may change this election at any
time, but the change will not take effect until the January 1st following
receipt of a written request at the Company's Home Office.
9.6 SPECIFIED RATE LOAN INTEREST OPTION
Interest is payable at an annual effective rate of 5%.
9.7 VARIABLE RATE LOAN INTEREST OPTION
Interest is payable at an annual effective rate that is set by the Company
annually and applied to new or outstanding policy debt during the year beginning
each January 1. The highest loan interest rate that may be set by the Company is
the greater of:
o a rate 1% higher than the rate shown on page 8 used to calculate
tabular values; and
o a rate based on the Corporate Bond Yield Averages -- Monthly Average
Corporates for the immediately preceding October. This Average is
published by Moody's Investors Service, Inc. If it is no longer
published, the highest loan interest rate will be based on some
other similar average established by the insurance supervisory
official of the state in which this policy is delivered.
The loan interest rate set by the Company will not exceed the maximum rate
permitted by the laws of the state in which this policy is delivered. The loan
interest rate will not be changed unless the change in the annual effective rate
is at least 1/2%.
The Company will give notice:
o of the initial loan interest rate in effect at the time a policy
loan is made.
o of an increase in loan interest rate on outstanding policy debt no
later than 30 days before the January 1st on which the increase
takes effect.
This policy will not terminate during a policy year as the sole result of
an increase in the loan interest rate during that policy year.
9.8 WITHDRAWALS
The Owner may make a withdrawal of Policy Value. A fee may be charged
subject to the maximum shown on page 7. However, the Owner may not:
o withdraw more than the Excess Amount less the surrender charge shown
on page 4;
o withdraw an amount which would reduce the loan value to less than
the policy debt;
o withdraw less than the minimum withdrawal amount shown on page 4; or
o make more than four withdrawals in a policy year.
Any withdrawal from Policy Value will be allocated between the Divisions
in proportion to the amount attributable to each Division.
SECTION 10. EXCHANGE OF POLICY
Within 24 months after the Date of Issue shown on page 3, provided
premiums are duly paid, the Owner may exchange this policy without evidence of
insurability for a fixed benefit life insurance policy on the life of the
Insured. The new policy will be on a form determined by the Company to be
similar to this policy.
To effect the change the Owner must send this policy, a completed
application for change, and any required payment to the Home Office of the
Company. The change will be effective on the later of the date of the
application or the date the required items are received at the Home Office.
The new policy will have the same initial guaranteed death benefit, policy
date and issue age as this one, and the premiums and cash values will be the
same as those for whole life policies issued on the Date of Issue of this
policy.
Any additional benefit included in this policy will be included with the
new policy only to the extent that such provisions were being offered with the
new policy on the Date of Issue of this policy.
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<PAGE>
SECTION 11. BENEFICIARIES
11.1 DEFINITION OF BENEFICIARIES
The term "beneficiaries" as used in this policy includes direct
beneficiaries, contingent beneficiaries and further payees.
11.2 NAMING AND CHANGE OF BENEFICIARIES
By Owner. The Owner may name and change the beneficiaries of death proceeds:
o while the Insured is living.
o during the first 60 days after the date of death of the Insured, if
the Insured was not the Owner immediately prior to the Insured's
death. A change made during this 60 days may not be revoked.
By Direct Beneficiary. A direct beneficiary may name and change the contingent
beneficiaries and further payees of the direct beneficiary's share of the
proceeds:
o if the direct beneficiary is the Owner;
o if, at any time after the death of the Insured, no contingent
beneficiary or further payee of that share is living; or
o if, after the death of the Insured, the direct beneficiary elects a
payment plan. The interest of any other beneficiary in the share of
that direct beneficiary will end.
These direct beneficiary rights are subject to the Owner's rights during
the 60 days after the date of death of the Insured.
By Spouse (Marital Deduction Provision).
o Power To Appoint. The spouse of the Insured will have the power
alone and in all events to appoint all amounts payable to the spouse
under the policy if:
a. immediately before the Insured's death, the Insured was the
Owner; and
b. the spouse is a direct beneficiary; and
c. the spouse survives the Insured.
o To Whom Spouse Can Appoint. Under this power, the spouse can
appoint:
a. to the estate of the spouse; or
b. to any other persons as contingent beneficiaries and further
payees.
o Effect Of Exercise. As to the amounts appointed, the exercise of
this power will:
a. revoke any other designation of beneficiaries;
b. revoke any election of payment plan as it applies to them; and
c. cause any provision to the contrary in Section 11 or 12 of
this policy to be of no effect.
Effective Date. A naming or change of a beneficiary will be made on receipt at
the Home Office of a written request that is acceptable to the Company. The
request will then take effect as of the date that it was signed. The Company is
not responsible for any payment or other action that is taken by it before the
receipt of the request. The Company may require that the policy be sent to it to
be endorsed to show the naming or change.
11.3 SUCCESSION IN INTEREST OF BENEFICIARIES
Direct Beneficiaries. The proceeds of this policy will be payable in equal
shares to the direct beneficiaries who survive and receive payment. If a direct
beneficiary dies before receiving all or part of the direct beneficiary's full
share, the unpaid portion will be payable in equal shares to the other direct
beneficiaries who survive and receive payment.
Contingent Beneficiaries. At the death of all of the direct beneficiaries, the
proceeds, or the present value of any unpaid payments under a payment plan, will
be payable in equal shares to the contingent beneficiaries who survive and
receive payment. If a contingent beneficiary dies before receiving all or part
of the contingent beneficiary's full share, the unpaid portion will be payable
in equal shares to the other contingent beneficiaries who survive and receive
payment.
Further Payees. At the death of all of the direct and contingent beneficiaries,
the proceeds, or the present value of any unpaid payments under a payment plan,
will be paid in one sum:
o in equal shares to the further payees who survive and receive
payment; or
o if no further payees survive and receive payment, to the estate of
the last to die of all of the direct and contingent beneficiaries
who survive the Insured.
Owner Or The Owner's Estate. If no beneficiaries are alive when the Insured
dies, the proceeds will be paid to the Owner or to the Owner's estate.
11.4 GENERAL
Transfer Of Ownership. A transfer of ownership of itself will not change the
interest of a beneficiary.
Claims Of Creditors. So far as allowed by law, no amount payable under this
policy will be subject to the claims of creditors of a beneficiary.
Succession Under Payment Plans. A direct or contingent beneficiary who succeeds
to an interest in a payment plan will continue under the terms of the plan.
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<PAGE>
SECTION 12. PAYMENT OF POLICY BENEFITS
12.1 PAYMENT OF PROCEEDS
Death proceeds will be paid under the payment plan that takes effect on
the date of death of the Insured. The Interest Income Plan (Option A) will be in
effect if no patient plan has been elected. Interest will accumulate from the
date of death until a payment plan is elected or the proceeds are withdrawn in
cash.
Surrender proceeds will be paid in cash or under a payment plan that is
elected.
12.2 PAYMENT PLANS
Interest Income Plan (Option A). The proceeds will earn interest which may be
received each month or accumulated. The first payment is due one month after the
date on which the plan takes effect. Interest that has accumulated may be
withdrawn at any time. Part or all of the proceeds may be withdrawn at any time.
Installment Income Plans. Payments will be made each month on the terms of the
plan that is elected. The first payment is due on the date that the plan takes
effect.
o Specified Period (Option B). The proceeds with interest will be paid
over a period of from one to 30 years. The present value of any
unpaid installments may be withdrawn at any time.
o Specified Amount (Option D). Payments of not less than $10 per
$1,000 of proceeds will be made until all of the proceeds with
interest have been paid. The balance may be withdrawn at any time.
Life Income Plans. Payments will be made each month on the terms of the plan
that is elected. The first payment is due on the date that the plan takes
effect. Proof of the date of birth, acceptable to the Company, must be furnished
for each person on whose life the payments are based.
o Single Life Income (Option C). Payments will be made for a chosen
period and, after that, for the life of the person on whose life the
payments are based. The choices for the period are:
a. zero years;
b. 10 years;
c. 20 years; or
d. a refund period which continues until the sum of the payments
that have been made is equal to the proceeds that were placed
under the plan.
o Joint And Survivor Life Income (Option E). Payments are based on the
lives of two persons. Level payments will be made for a period of 10
years and, after that, for as long as one or both of the persons are
living.
o Other Selections. The Company may offer other selections under the
Life Income Plans.
o Withdrawal. The present value of any unpaid payments that are to be
made for the chosen period (Option C) or the 10 year period (Option
E) may be withdrawn only after the death of all of the persons on
whose lives the payments are based.
o Limitations. A direct or contingent beneficiary who is a natural
person may be paid under a Life Income Plan only if the payments
depend on that beneficiary's life. A corporation may be paid under a
Life Income Plan only if the payments depend on the life of the
Insured or, after the death of the Insured, on the life of the
Insured's spouse or dependent.
Payment Frequency. On request, payments will be made once every 3, 6 or 12
months instead of each month.
Transfer Between Payment Plans. A beneficiary who is receiving payment under a
plan which includes the right to withdraw may transfer the amount withdrawable
to any other plan that is available.
Minimum Payment. The Company may limit the election of a payment plan to one
that results in payments of at least $50.
If payments under a payment plan are or become less than $50, the Company
may change the frequency of payments. If the payments are being made once every
12 months and are less than $50, the Company may pay the present value or the
balance of the payment plan.
12.3 PAYMENT PLAN RATES
Interest Income And Installment Income Plans. Proceeds will earn interest at
rates declared each year by the Company. None of these rates will be less than
an annual effective rate of 2%. Interest of more than 2% will increase the
amount of the payments or, for the Specified Amount Plan (Option D), increase
the number of payments. The present value of any unpaid installments will be
based on the 2% rate of interest.
The Company may offer guaranteed rates of interest higher than 2% with
conditions on withdrawal.
Life Income Plans. Payments will be based on rates declared by the Company.
These rates will provide at least as much income as would the Company's rates,
on the date that the payment plan takes effect, for a single premium immediate
annuity contract. Payments under these rates will not be less than the amounts
that are described in Minimum Payment Rates.
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<PAGE>
Minimum Payment Rates. The minimum payment rates for the Installment Income
Plans (Options B and D) and the Life Income Plans (Options C and E) are shown in
the Minimum Payment Rate Tables.
The Life Income Plan payment rates in those tables depend on the adjusted
age of each person on whose life the payments are based. The adjusted age is:
o the age on the birthday that is nearest to the date on which the payment
plan takes effect; plus
o the age adjustment shown below for the number of policy years that have
elapsed from the Policy Date to the date that the payment plan takes
effect. A part of a policy year is counted as a full year.
- --------------------------------------------------------------------------------
POLICY POLICY
YEARS AGE YEARS AGE
ELAPSED ADJUSTMENT ELAPSED ADJUSTMENT
- --------------------------------------------------------------------------------
1 to 8 0 33 to 40 -4
9 to 16 -1 41 to 48 -5
17 to 24 -2 49 or more -6
25 to 32 -3
- --------------------------------------------------------------------------------
12.4 EFFECTIVE DATE FOR PAYMENT PLAN
A payment plan that is elected will take effect on the date of death of
the Insured if:
o the plan is elected by the Owner; and
o the election is received at the Home Office while the Insured is
living.
In all other cases, a payment plan that is elected will take effect:
o on the date the election is received at the Home Office; or
o on a later date, if requested.
12.5 PAYMENT PLAN ELECTIONS
For Death Proceeds By Owner. The Owner may elect payment plans for death
proceeds:
o while the Insured is living.
o during the first 60 days after the date of death of the Insured, if
the Insured was not the Owner immediately prior to the Insured's
death. An election made during this 60 days may not be changed.
For Death Proceeds By Direct Or Contingent Beneficiary. A direct or contingent
beneficiary may elect payment plans for death proceeds payable to that
beneficiary, if no payment plan that has been elected is in effect. This right
is subject to the Owner's rights during the 60 days after the date of death of
the Insured.
For Surrender Proceeds. The Owner may elect payment plans for surrender
proceeds. The Owner will be the direct beneficiary.
12.6 INCREASE OF MONTHLY INCOME
A direct beneficiary who is to receive proceeds under a payment plan may
increase the amount of the monthly payment. This is done by the payment of an
annuity premium to the Company at the time the payment plan elected under
Section 12.5 takes effect. The amount that will be applied under the payment
plan will be the net premium. The net premium is the annuity premium less a
charge of not more than 2% and less any premium tax. The net premium will be
applied under the same payment plan and at the same rates as the proceeds. The
Company may limit this net premium to an amount that is equal to the direct
beneficiary's share of the proceeds payable under this policy.
MINIMUM PAYMENT RATE TABLES
Minimum Monthly Income Payments Per $1,000 Proceeds
INSTALLMENT INCOME PLANS (OPTIONS B AND D)
- --------------------------------------------------------------------------------
PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY
(YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT
- --------------------------------------------------------------------------------
1 $ 84.65 11 $ 9.09 21 $ 5.56
2 43.05 12 8.46 22 5.39
3 29.19 13 7.94 23 5.24
4 22.27 14 7.49 24 5.09
5 18.12 15 7.10 25 4.96
6 15.35 16 6.76 26 4.84
7 13.38 17 6.47 27 4.73
8 11.90 18 6.20 28 4.63
9 10.75 19 5.97 29 4.53
10 9.83 20 5.75 30 4.45
- --------------------------------------------------------------------------------
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<PAGE>
MINIMUM PAYMENT RATE TABLES
Minimum Monthly Income Payments Per $1,000 Proceeds
LIFE INCOME PLAN (OPTION C)
----------------------------------------------------------
SINGLE LIFE MONTHLY PAYMENTS
----------------------------------------------------------
CHOSEN PERIOD (YEARS)
ADJUSTED ------------------------------------------
AGE* ZERO 10 20 REFUND
----------------------------------------------------------
55 $ 4.17 $ 4.14 $ 4.06 $ 4.05
56 4.23 4.20 4.11 4.11
57 4.31 4.28 4.17 4.17
58 4.39 4.35 4.23 4.24
59 4.47 4.43 4.29 4.31
60 4.56 4.51 4.35 4.37
61 4.65 4.59 4.42 4.45
62 4.76 4.69 4.49 4.54
63 4.87 4.79 4.56 4.62
64 4.98 4.90 4.63 4.70
65 5.10 5.00 4.70 4.80
66 5.24 5.12 4.77 4.90
67 5.38 5.24 4.84 5.00
68 5.54 5.37 4.91 5.12
69 5.70 5.51 4.98 5.24
70 5.88 5.66 5.05 5.36
71 6.07 5.81 5.12 5.50
72 6.27 5.96 5.19 5.64
73 6.49 6.13 5.24 5.79
74 6.73 6.30 5.30 5.95
75 6.99 6.48 5.36 6.11
76 7.27 6.67 5.40 6.29
77 7.58 6.86 5.45 6.48
78 7.91 7.05 5.49 6.68
79 8.26 7.25 5.52 6.89
80 8.64 7.45 5.55 7.12
81 9.05 7.65 5.58 7.35
82 9.50 7.84 5.60 7.60
83 9.98 8.02 5.62 7.85
84 10.50 8.20 5.63 8.13
85 and over 11.06 8.38 5.64 8.43
----------------------------------------------------------
LIFE INCOME PLAN (OPTION E)
- --------------------------------------------------------------------------------
JOINT AND SURVIVOR MONTHLY PAYMENTS
- --------------------------------------------------------------------------------
OLDER LIFE YOUNGER LIFE ADJUSTED AGE*
ADJUSTED
AGE* 55 60 65 70 75 80 85 and over
- --------------------------------------------------------------------------------
55 $ 3.79
60 3.87 $ 4.07
65 3.94 4.18 $ 4.45
70 3.99 4.27 4.61 $ 4.99
75 4.02 4.34 4.73 5.20 $ 5.72
80 4.05 4.38 4.81 5.35 6.00 $ 6.67
85 and over 4.06 4.40 4.86 5.45 6.18 7.00 $ 7.75
- --------------------------------------------------------------------------------
* See Section 12.3
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AMENDMENT TO VARIABLE WHOLE LIFE WITH ADDITIONAL PROTECTION
As of the Date of Issue, the policy is amended by adding Section 3.3 as follows:
3.3 CHANGE IN AMOUNT OF ADDITIONAL PROTECTION
Increases. The amount of Additional Protection will increase on each policy
anniversary, in accordance with the terms of the [Name of employee insurance
plan]
subject to the following limitations:
o increases may be made [time period] but in no event will increases
be made after the last term insurance premium increase date shown on
page 6;
o an increase will not be made to the extent it would cause the sum of
the Insurance Amount and the amount of variable paid-up additional
insurance to exceed the sum of Policy Value and the cash value of
variable paid-up additional insurance by more than [$ Amount],
determined as of the policy anniversary;
o the amount of the annual increase may not be more than [$ amount];
and
o no further increases will be made if the Owner has decreased the
amount of Additional Protection.
Increases in Additional Protection will not change the guaranteed period shown
on page 3.
Decrease. The Owner may, on a single occasion, decrease the amount of Additional
Protection. The decrease will take effect on the policy anniversary following
the receipt at the Home Office of the Owner's written request. No further
increases in the amount of Additional Protection will be made.
Premium. When the amount of Additional Protection is changed under this section,
the minimum premium will be determined by adding the premium for the Minimum
Guaranteed Death Benefit to the premium for the amount of Additional Protection.
During the guaranteed period, the premium for Additional Protection will be [$
rate] per $1,000 of coverage. After the guaranteed period, the premium rates for
Additional Protection will be based on the attained age of the Insured. These
premium rates are shown on page 6.
Premium Suspension. Premiums will not be suspended under Section 4.6 during any
policy year in which the Additional Protection is increased.
/s/ John M. Bremer
SECRETARY
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
<PAGE>
AMENDMENT TO SECTION 6 THE SEPARATE ACCOUNT
FOR VARIABLE WHOLE LIFE
AS OF THE DATE OF ISSUE, THE SECOND PARAGRAPH OF SECTION 6.1 IS AMENDED TO
READ AS FOLLOWS:
The Separate Account has several Divisions, as shown on page 7. Assets of
the Separate Account are invested in shares of corresponding mutual funds or
portfolios of mutual funds, both of which are referred to in this policy as
Portfolios. Shares of the Portfolios are purchased for the Separate Account at
their net asset value. The Company may make available additional Divisions and
Portfolios.
AS OF THE DATE OF ISSUE, THE FIFTH AND SIXTH PARAGRAPHS OF SECTION 6.1 ARE
AMENDED TO READ AS FOLLOWS:
The Owner may exchange this policy for a fixed benefit life insurance
policy being offered at that time by the Company if the Portfolio changes its
investment advisor or has a material change in its investment objectives or
restrictions. The Company will notify the Owner if there is any such change.
The Owner may exchange this policy within 60 days after the notice or the
effective date of the change, whichever is later.
If, in the judgment of the Company, a Portfolio no longer suits the
purposes of this policy due to a change in its investment objectives or
restrictions, the Company may substitute shares of another Portfolio. Any such
substitution will be subject to any required approval of the Securities and
Exchange Commission (SEC), the Wisconsin Commissioner of Insurance or other
regulatory authority.
Secretary
NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
VCL.FUNDS.(0799)
<PAGE>
POLICY APPLICATION SUPPLEMENT FOR
VARIABLE WHOLE LIFE WITH ADDITIONAL PROTECTION
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
INSURED:
--------------------
POLICY: Variable Whole Life (Minimum Guaranteed Death Benefit) $
------
with Additional Protection $
-------
Initial Death Benefit $
-------
<TABLE>
<CAPTION>
Other
Annual Initial
Premium Premium
------- -------
<S> <C> <C>
Variable Whole Life Premium $
-------
Additional Protection Premium $
-------
Premiums to Increase Policy Value:
Scheduled Additional Premium $
-------
Unscheduled Additional Premium $
-------
Premiums to Purchase Variable Paid-Up Insurance:
Scheduled Additional Premium $
-------
Unscheduled Additional Premium $
-------
Waiver of Premium Benefit $
-------
Additional Purchase Benefit $
-------
Amount Each Purchase Date $
-------
</TABLE>
ALLOCATION OF NET PREMIUMS
USE WHOLE PERCENTAGES ONLY. Up to ten choices can be selected. There must be a
minimum of 10% in each Division selected. If dollar cost averaging is used, the
Money Market Division is utilized and considered one choice (with nine
additional selections available). If dollar cost averaging is desired, allocate
100% to the Money Market Division and complete the monthly dollar cost averaging
section.
<TABLE>
<S> <C> <C> <C>
Select Bond Division % Growth & Income Stock Division %
----- -----
International Equity Division % Index 400 Stock Division %
----- -----
Money Market Division % Small Cap Growth Stock Division %
----- -----
Balanced Division % Russell Multi-Style Equity Division %
----- -----
Index 500 Stock Division % Russell Aggressive Equity Division %
----- -----
Aggressive Growth Stock Division % Russell Non-US Division %
----- -----
High Yield Bond Division % Russell Real Estate Securities Division %
----- -----
Growth Stock Division % Russell Core Bond Division %
----- -----
Total 100%
----
----
</TABLE>
Illustration No.
-----------
90-1 VCL.Supp.(0799) Page 1 of 4
<PAGE>
MONTHLY DOLLAR COST AVERAGING
To elect monthly dollar cost averaging, choose one of the following options and
indicate the desired allocation of transfers below:
Option One: Transfer funds from the Money Market Division in monthly
- -- installments such that by the end of the policy year the balance in the
Money Market division will be zero.
- -- Option Two: Transfer the following amount from the Money Market Division
each month until the balance is zero: $_____________.
Use whole percentages only. There must be a minimum of 10% in each Division
selected.
<TABLE>
<S> <C> <C> <C>
Select Bond Division % Growth & Income Stock Division %
----- -----
International Equity Division % Index 400 Stock Division %
----- -----
Balanced Division % Small Cap Growth Stock Division %
----- -----
Index 500 Stock Division % Russell Multi-Style Equity Division %
----- -----
Aggressive Growth Stock Division % Russell Aggressive Equity Division %
----- -----
High Yield Bond Division % Russell Non-US Division %
----- -----
Growth Stock Division % Russell Real Estate Securities Division %
----- -----
Russell Core Bond Division %
-----
Total 100%
----
----
</TABLE>
ANNUAL DIVIDENDS
If Additional Protection is present and there is no Excess Amount, dividends
will be used to increase Policy Value. In other situations, until otherwise
directed, dividends will:
Increase Policy Value
- -----
Reduce current premium with excess used to increase Policy Value
- -----
Purchase Variable Paid-Up Additional Insurance
- -----
Be paid in cash
- -----
POLICY LOAN INTEREST RATE OPTION
5%
- -----
Variable Rate
- -----
OWNER'S ADDRESS
Insured's address or:
- -----
- ----- ------------------------------------
Street & No. or R.F.D.
------------------------------------
City State Zip
Insured:
---------------------
Illustration No.
-------------
90-1 VCL.Supp.(0799) Page 2 of 4
<PAGE>
The Company is required to make the following inquiries for purposes of
determining the suitability of this sale. All responses will be kept
confidential.
1. In addition to providing a benefit upon death, what is the purpose for the
purchase?
To fund a trust
-----
To supplement retirement income
-----
To supplement education funding
-----
Other (specify)
----- --------------------------------------------------
2. By whom will the purchase be funded?
---------------------------------------
Annual income (all sources) of person/trust funding the purchase: $
------
Net worth of person/trust funding the purchase: $
-----------------------
3. Applicant's experience with the following:
Up to Five or
Five More
None Years Years
Mutual Funds
----- ----- -----
Individual Common Stocks
----- ----- -----
Variable Annuities
----- ----- -----
Variable Life Insurance
----- ----- -----
Insured:
---------------------
Illustration No.
-------------
90-1 VCL.Supp.(0799) Page 3 of 4
<PAGE>
I believe that a Variable Whole Life with Additional Protection policy is
consistent with my investment objectives.
I understand that an illustration of benefits, including death benefits and cash
values, is available upon request assuming a hypothetical annual investment
return of 0% and another rate of my choice not greater than 12%.
I UNDERSTAND THAT THE DEATH BENEFIT FOR THE VARIABLE WHOLE LIFE WITH ADDITIONAL
PROTECTION POLICY APPLIED FOR MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT
EXPERIENCE OF THE NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT. PROVIDED ALL
REQUIRED PREMIUMS ARE PAID AS OF THE DUE DATE AND PROVIDED THERE IS NO POLICY
DEBT, THE DEATH BENEFIT WILL NOT BE LESS THAN THE SUM OF THE VARIABLE WHOLE LIFE
AND ADDITIONAL PROTECTION AMOUNTS IN THE FIRST XX YEARS AND NOT LESS THAN THE
VARIABLE WHOLE LIFE AMOUNT THEREAFTER.
I UNDERSTAND THAT THE CASH VALUE FOR THE VARIABLE WHOLE LIFE WITH ADDITIONAL
PROTECTION POLICY APPLIED FOR MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT
EXPERIENCE OF THE NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT. THERE ARE NO
GUARANTEED MINIMUM CASH VALUES.
I understand that if investment experience and/or dividends are less than
illustrated a greater number of premiums may have to be paid in cash than what
was shown on any sales document, including illustrations that assume a zero cash
outlay in some years.
If this policy is issued other than in the [Select] underwriting classification,
I will be notified by a letter from Northwestern Mutual Life. Before accepting
the policy, I should request and review revised copies of any sales document I
relied upon in the decision to purchase.
I acknowledge receipt of the prospectus for Variable Whole Life with Additional
Protection.
dated: ____ /____ /____
MO. DAY YEAR
[I direct that this policy be changed to a paid up Variable Whole Life Policy at
the first policy anniversary.
____ ____ ]
YES NO
DATE: ____ /____ /_____
MO. DAY YEAR SIGNATURE OF APPLICANT:
-------------------------
Based on the information furnished by the Applicant in this application, I
certify that I have reasonable grounds for believing the purchase of the policy
applied for is suitable for the Applicant. I further certify that a current
prospectus was delivered and that no written sales materials other than those
furnished by the Home Office were used.
Signature of Licensed Agent:
---------------------------------------------------
(Registered Representative)
Based on the information furnished by the Applicant in this application, I
certify that I have reasonable grounds for believing the purchase of the policy
applied for is suitable for the Applicant.
Signature of General Agent:
-----------------------------------------------------
For Office Use Only
VCL, Illustration No.
------------- -------------------
Dividend Scale Year 1998 QQ
Und. Amt. $
------------------------
Policy Number
----------------------
Page 4 of 4
90-1 VCL.Supp.(0799)
HOL03 116607
<PAGE>
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY No..........
MILWAUKEE, WISCONSIN
<TABLE>
<CAPTION>
LIFE INSURANCE APPLICATION |_| Life & Disability Application
=============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
1. INSURED
--------------------------------------------------------------------------------
|x| Mr. |_| Mrs. |_| Ms. John J Doe |X| Male
|_| Dr. |_| Other ______ -------------------------------------------------------------------------------- |_| Female
First Middle Initial Last
|_| Companion policies |_| 1035 Exchange
STATE OF BIRTH
2A. INSURED'S DATE OF BIRTH 6 / 1 / 60 B. (or FOREIGN COUNTRY): WI
-------------- --------
Month Day Year
3. APPLICANT, if other than Insured
|_| Mr. |_| Mrs. |_| Ms. ________________________________________________________ Relationship
|_| Dr. |_| Other______ First Middle Initial Last to Insured ________________________
If business organization: |_| Corporation |_| Partnership |_| Other type of business __________________________________
4. RESIDENCE OF INSURED 1234 Main Street
----------------------------------------------------------------------------------------------------
Street & No. or RFD
This address will be used for
all of the Insured's policies. Milwaukee Milwaukee WI 53200
---------------------------------------------------------------------------------------
City County State Zip Code
5A. PREMIUM PAYER Send premium and other notices regarding this policy 5B. PAYER'S DAYTIME TELEPHONE NUMBER:
Insurance Service to: |X| Insured |_| Owner |_| Applicant (222) 222-2222
to: |_| Account (ISA) |_| Other___________________________ --------------------
Payer Full Name Area Code
or
at: |_| Insured's address in 4 or 5C. PAYER'S TAXPAYER IDENTIFICATION NUMBER
________________________________ (444) 444-4444
Street & No. or RFD --------------------
See TIN Instructions
________________________________
City
________________________________
State Zip Code
6. Has an application or informal inquiry ever been made to Northwestern Mutual Life for annuity, life or disability
insurance on the life of the Insured? |_| Yes |X| No If yes, the last policy number is ______________________________
============================================================================================================================
7. Complete this question only if exercising an ADDITIONAL PURCHASE BENEFIT OPTION. (Smoking questionnaire may be required.)
A. List policy number(s) under which an option is being exercised. 1. _____________ 2. _____________ 3. _____________
B. This application is: |_| Regular Purchase |_| Advance Purchase (Complete item C. below)
C. If this is an Advance Purchase, the event is: |_| Marriage |_| Birth of a child |_| Adoption of a child
Name of: |_| Spouse ____________________________ Date and place of marriage, birth, or final decree of adoption:
|_| Child _____/___/____ ____________________________________________
Month Day Year City State
D. Is the amount applied for more than the additional purchase option amount available? |_| Yes |_| No
If yes, what is the excess amount to be underwritten? $____________________________
=============================================================================================================================
8. SPECIAL DATE
|_| Short term - Policy Date will coincide with ISA Payment Date. (For Monthly ISA only)
Prepaid: |_| Short term to _______/_____/______ |_| Date to save age |_| Backdate to _______/_____/______
Month Day Year Month Day Year
Non-prepaid: |_| Specified future date _____/___/____ |_| Date to save age |_| Backdate to _______/_____/______
Month Day Year Month Day Year
=============================================================================================================================
POLICY APPLIED FOR (For CompLife plans do not complete A & B. Go to C.)
9A. PLAN and AMOUNT 9B. ADDITIONAL BENEFITS
(1) Variable Whole Life with Additional Protection (1)|_| (2)|_| Waiver of Premium
- --------------------------------------------------
Plan (1)|_| (2)|_| Accidental Death (1) $________ (2) $________
$ see attached supplement
- -------------------------------------------------- (1)|_| (2)|_| Additional Purchase (1) $________ (2) $________
Amount Benefit Amt. per Amt. per
(2) (1)|_| (2)|_| Payor Benefit option option
- --------------------------------------------------
Plan (1)|_| (2)|_| Index Protection
$
- -------------------------------------------------- (1)|_| (2)|_| Other________________
Amount
=============================================================================================================================
90-1 L.I. (1194) (page 1)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
9C. FLEXIBLE LIFE PLANS (CompLife)
<S> <C> <C>
|_| Whole Life $______________ with Additional Protection $______________ (Custom CompLife)
Amount Amount
(1) |_| Additional initial premium $__________ Use to: |_| Reduce term insurance _____%
(2) |_| Inflation Protection Option |_| Increase coverage _____%
|_| Whole Life $__________ with a premium for Increasing Insurance $____________________ (Increasing CompLife)
Amount Level annual premium
|_| Additional initial premium $_______________
|_| Executive Whole Life $__________ with Additional Protection $__________ (Executive CompLife)
Amount Amount
Premium for Increasing Insurance $__________ Use to: |_| Convert term insurance _____%
|_| Increase coverage _____%
|_| Additional initial premium $__________ Use to: |_| Convert term insurance _____%
|_| Increase coverage _____%
|_| Whole Life $__________ with Adjustable Term Protection $__________ (Adjustable CompLife)
Amount Amount
(1) a. |_| Scheduled annual additional $______________________ |_| Reduce term insurance ____%
Level annual premium Use to: |_| Increase coverage ____%
b. |_| Annual increase in additional premium ____________ $_______________
(Not more than 20 years, or to age 69, if less) No. of years Annual increase
(2) |_| Additional initial premium $_______________ Use to: |_| Reduce term insurance ____%
|_| Increase coverage ____%
(3) Only one may be selected: |_| Inflation Protection Option
|_| Scheduled annual increase in term amount ____________ $____________________
(Not more than 20 years. or to age 69. if less) No. of years Annual increase amt.
|_| Corporate Whole Life (See attached Supplement)
9D. ADDITIONAL BENEFITS FOR FLEXIBLE LIFE PLANS
|_| Waiver of Premium |_| Additional Purchase Benefit $___________________________________
Amount per option
|_| Accidental Death $_________________ |_| Other___________________________________________________________
Amount
====================================================================================================================================
10. If an additional benefit cannot be approved, should the Company issue the policy without the benefit? |_|Yes |_| No
11. Shall the PREMIUM LOAN provision, if available, become operative according to its terms? |X| Yes |_| No
12. ANNUAL DIVIDENDS until otherwise directed will: see attached supplement
First policy Second policy
|_| |_| Reduce current premium. If flexible plan Additional Protection or Adjustable Term,
additions purchased by eligible dividend will be used to:
|_| |_| Purchase paid-up additions. |_| Reduce term insurance ___%
|_| |_| Accumulate at interest. |_| Increase coverage ___%
|_| |_| Be paid in cash.
|_| |_| Be used for combination of options above
(Complete form 18-1364).
13. POLICY LOAN INTEREST RATE OPTION |_| 8% |_| Variable Rate see attached supplement
14. PREMIUM PAYABLE |X| Annually |_| Semiannually |_| Quarterly |_| Single |_| Monthly (Variable Life Only
====================================================================================================================================
90-1 L.I. (1194) (page 2)
</TABLE>
<PAGE>
================================================================================
------------------------------------------------------------------
INSURED John J Doe
------------------------------------------------------------------
First Middle Initial Last
15A. DIRECT BENEFICIARY
Jane M Doe spouse
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
B. CONTINGENT BENEFICIARY
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
Box (1) or (2) may be selected to include all of the children or brothers
and sisters without naming them, or to add to the contingent beneficiaries
named. Box (3) may be selected to provide for the children of a deceased
contingent beneficiary; use only if contingent beneficiaries are named
and/or box (1) or (2) is checked, NOTE: The word "children" includes child
and any legally adopted child.
|_| (1) and all (other) children of the Insured.
|_| (2) and all (other) brothers and sisters of the Insured born of the
marriage of or legally adopted by ____________ and ____________
before the Insured's death.
|_| (3) any amount that would have been paid to a deceased contingent
beneficiary, if living, will be paid in one sum and in equal shares
to the children of that contingent beneficiary who survive and
receive payment.
C. FURTHER PAYEES
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
---------------------------------------------------------------
First Middle Initial Last Relationship to Insured
|_| D. SEE ATTACHED SUPPLEMENT FORM
(To be used in place of designations above)
================================================================================
16. The OWNER will be: (Caution: A minor owner cannot exercise policy rights.
If the Insured is under age 15, consider selecting item D, E or F.)
Select only one.
|X| A. Insured
|_| B. Applicant
|_| C. Other _____________________________________
First Middle Initial Last
_____________________________________
Relationship to Insured
|_| D. Applicant. If the Applicant dies before the Insured, the Insured
will be the Owner.
|_| E. Applicant. If the Applicant dies before the Insured, the Owner will
be:
_____________________________________________
First Middle Initial Last
_____________________________________________
Relationship to Insured
If both die before the Insured, the Insured will be the Owner.
|_| F. Applicant until the Insured attains the age of ______ years. If the
Applicant dies before the Insured, the Owner will be:
_____________________________________________
First Middle Initial Last
____________________________until the Insured
Relationship to Insured
attains such age. Upon the Insured attaining such age, or if both
die before the Insured, the Insured will be the Owner.
|_| G. SEE ATTACHED SUPPLEMENT FORM.
(To be used in place of designations above)
================================================================================
RESIDENCE OF OWNER
|X| Insured's address in 4
|_| Premium payer's address in 5A or
___________________________________________________________________________
Street & No. or RFD
___________________________________________________________________________
City State Zip Code
OWNERS TAXPAYER IDENTIFICATION NUMBER
(See Instructions) ________________________________________________________
================================================================================
17. Has the premium for the policy applied for been paid to the agent in
exchange for the Conditional Life Insurance Agreement with the same number
as this application? |X| Yes |_| No
18A. Will the insurance applied for replace any Northwestern Mutual Life
insurance (or annuities) on the Insured's life? If yes, agent should
explain and send required papers. |_| Yes |X| No
B. Will the insurance applied for replace life insurance (or annuities) on the
insured's life from a source other than the Northwestern Mutual Life? If
yes, agent should explain and send required papers. |_| Yes |X| No
================================================================================
90-1 L.I. (1194) (page 3)
<PAGE>
PERSONAL HISTORY QUESTIONS TO BE ANSWERED BY INSURED
|_| Payor Benefit for Applicant (Payor)_________________________________________
First Middle Initial Last
Payor's Date of Birth _____/___/____ Policy Number _________ Relationship
Month Day Year to Insured _______
20. Have you ever had life, disability or health insurance declined, rated,
modified, issued with an exclusion rider, cancellel, or not renewed? (If
yes, explain in REMARKS) ..................................... |_|Yes |X| No
21. When was your last examination or application for life, disability, or
accidental death insurance?
Month ______________ Year _________ Company ___________________ |X| None
22. Indicate below whether any other life i surance on your life is Individual
(Ind) or Group (Grp) and identify In Force (I), Pending (P) or Contemplated
(C) or |X| NONE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Insurer Ind or Grp Life Insurance Amount Accidental Death Amount I, P, or C
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
23. Marital Status: |_| Single, Widowed or Divorced |X| Married
24. a Citizen of: |X| USA |_| Other
If other: Visa Type: ____________________ Visa Number:_____________________
25. Do you regularly travel outside the U.S.A. or do you have plans to leave the
U.S.A. for travel or residence? ............................. |_| Yes |X| No
If yes, complete the chart below.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Destination Number of Trips Duration of Departure Date Purpose of Trip
(List all Cities and Countries) Per Year Each Trip
This Yr. Last Yr. (No. of Days) (Month/Year)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
26. a. What is your occupation(s)? Lawyer
What are your duties? __________________________________________________
b. Employer(s) Name: ABC Corporation
Address: 5678 Main Street
City, State, ZipCode: Milwaukee, WI 53200
c. How long employed? 5 years (If less than 2 years, explain in REMARKS)
27. (Not required if under age 17) Are you a member of, or do you plan on
joining any branch of the Armed Forces or reserve military unit? If yes,
complete Military Section 90-5 .............................. |_| Yes |X| No
28. (Not required if under age 16) Except as a passenger on a regularly
scheduled flight, have you flown within the past 2 ears, or do you have
plans to fly in the future? If yes, complete Aviation
Section 90-5 ................................................ |_| Yes |X| No
29. (Not required if under age 10) In the past 2 years have you participated in
or do you have plans to participate in: racing (automobile, snowmobile,
motorcycle, boat or go-cart), underwater or sky diving, hang gliding, bungee
jumping, mountain or rock climbing, or rodeos? If yes, complete Avocation
Section 90-6 ................................................ |_| Yes |X| No
30. (Not required if under age 16)
a. What is your automobile driver's license number? ABC 123 45678 State WI
or, |_| I do not have a driver's license.
b.In the past 5 years, have you been in a motor vehicle accident, been
charged with a moving violation of any motor vehicle law, or had your
license restricted, suspended or revoked? If yes, explain in the chart
below ...................................................... |_| Yes |X| No
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Type of Details
(Speeding. Reckless Driving While Action Accident
Date Intoxicated, Etc.) (Citation, Fine, Etc.) (Yes or No)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
ADDITIONAL REMARKS
================================================================================
90-1 L.I. (1194) (page 4)
<PAGE>
The Insured consents to this application and declares that the answers and
statements made on this application are correctly recorded, complete and true to
the best of the Insured's knowledge and belief. Answers and statements brought
to the attention of the agent, medical examiner, or paramedical examiner are not
considered information brought to the attention of the Company unless stated in
the application. Statements in this application are representations and not
warranties.
It is agreed that:
(1) If the premium is not paid when the application is signed, no insurance
will be in effect. The insurance will take effect at the time the policy
is delivered and the premium is paid, if: the Insured is living at the
time; and the answers and statements in the application are then true to
the best of the Insured's knowledge and belief.
(2) If the premium is paid when the application is taken, no life insurance
will be in effect if Section I. of the Conditional Life Insurance
Agreement applies.
(3) If the policy is issued in an extra premium class, acceptance of the
policy will amend it so that extended term insurance can be in force only
if: the Company gives its consent; or the loan value is not large enough
to grant a premium loan. If a premium is not paid within the grace period
and extended term insurance cannot be in force, paid-up insurance will be
selected.
(4) No agent is authorized to make or alter contracts or to waive any of the
Company's rights or requirements.
The owner of the policy applied for herein certifies, under penalties of
perjury, (1) that the number shown in Question 16 of this application is his
correct Taxpayer Identification Number (or he is waiting for a number to be
issued) and (2) he is not subject to backup withholding either because he has
not been notified by the Internal Revenue Service (IRS) that he is subject to
backup withholding as a result of a failure to report all interest or dividends,
or the IRS has notified him that he is no longer subject to backup withholding.
(See instructions).
INSURED'S AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION
I authorize Northwestern Mutual Life, its agents, employees, reinsurers,
insurance support organizations and their representatives to obtain information
about me to evaluate this application and to verify information in this
application. This information will include: (a) age; (b) medical history,
condition and care; (c) physical and mental health; (d) occupation; (e) income
and financial history; (f) foreign travel; (g) avocations; (h) driving record;
(i) other personal characteristics; and (j) other insurance. This authorization
extends to information on the use of alcohol, drugs and tobacco; the diagnosis
or treatment of HIV (AIDS virus) infection and sexually transmitted diseases;
and the diagnosis and treatment of mental illness. During the time this
authorization is valid it extends to information required to determine
eligibility for benefits under any policy issued as a result of this
application.
I authorize any person, including any physician, health care professional,
hospital, clinic, medical facility, government agency including the Veterans and
Social Security Administrations, the MIB, Inc., employer, consumer reporting
agency, accountant, tax preparer, or other insurance company, to release
information about me to Northwestern Mutual Life or its representatives on
receipt of this Authorization. Northwestern Mutual Life or its representatives
may release this information about me to its reinsurer, to the MIB, Inc., or to
another insurance company to whom I have applied or to whom a claim has been
made. No other release may be made except as allowed by law or as I further
authorize.
I have received a copy of the Medical Information Bureau and Fair Credit
Reporting Act notices. I authorize Northwestern Mutual Life to obtain an
investigative consumer report on me.
|_| I request to be interviewed if an investigative consumer report is done.
This authorization is valid for 30 months from the date it is signed. A copy of
this authorization is as valid as the original and will be provided on request.
The signatures below apply to the authorization and to the application.
(signed) John J Doe (signed) John J Doe
- ---------------------------------------- ------------------------------------
Signature of INSURED (if other than Signature of APPLICANT
Applicant and 15 years of age or over)
Print name of Insured if under age 15.
- ---------------------------------------- ------------------------------------
Signature of PARENT OR GUARDIAN (if other Signature of OWNER (if other than
than Applicant and Insured is a minor) Applicant or Insured)
Signed at Milwaukee Milwaukee WI (signed) Norm M Western
------------------------------ ------------------------------------
City, County & State Signature of LICENSED AGENT
Date June 1, 1995
------------------------------
================================================================================
90-1 L.I. (1194) (page 5)
<PAGE>
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It is recommended that you ...
read your policy.
notify your Northwestern Mutual agent or the Company at 720 East Wisconsin
Avenue, Milwaukee, WI 53202, of an address change.
call your Northwestern Mutual agent for information--particularly on a
suggestion to terminate or exchange this policy for another policy or plan.
Election of Trustees
The members of The Northwestern Mutual Life Insurance Company are its
policyholders of insurance policies and deferred annuity contracts. The members
exercise control through a Board of Trustees. Elections to the Board are held
each year at the annual meeting of members. Members are entitled to vote in
person or by proxy.
VARIABLE WHOLE LIFE POLICY WITH ADDITIONAL PROTECTION
Eligible For Annual Dividends
Insurance payable at death of Insured.
Fixed premiums payable for period shown on page 3.
Benefits reflect investment results.
Variable benefits described in Section 1, 3, 6, 7 and 8.
THE DEATH BENEFIT MAY INCREASE OR DECREASE DAILY DEPENDING ON INVESTMENT
RESULTS. HOWEVER, IF NO PREMIUM IS UNPAID AS OF ITS DUE DATE, THE DEATH BENEFIT
WILL NOT BE LESS THAN THE MINIMUM GUARANTEED DEATH BENEFIT SHOWN ON PAGE 3, LESS
ANY POLICY DEBT.
THE CASH VALUE UNDER THIS POLICY MAY INCREASE OR DECREASE DAILY DEPENDING ON
INVESTMENT RESULTS. THERE IS NO GUARANTEED MINIMUM CASH VALUE.
NORTHWESTERN
MUTUAL LIFE (R)
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Exhibit A(5)(c)
ADDITIONAL PURCHASE BENEFIT
1. THE BENEFIT
The Company will issue additional permanent life insurance policies on the
Insured, with no evidence of insurability, subject to the terms and conditions
below.
The term "new policy" means each additional policy issued under this
Benefit.
The premium for this Benefit is shown on page 3.
2. PURCHASE DATES
The Owner may purchase a new policy as of each Purchase Date. There is a
Purchase Date on each policy anniversary that is nearest the 22nd, 25th, 28th,
31st, 34th, 37th, and 40th birthdays of the Insured.
The Company must receive an application and the first premium for each new
policy:
o while the Insured is living; and
o not more than 60 days before, nor more than 30 days after, a
Purchase Date.
The Owner of the new policy must have an insurable interest in the life of
the Insured.
3. ADVANCE PURCHASE
A new policy may be purchased before a Purchase Date each time one of
these events occurs:
o the marriage of the Insured.
o the birth of a child of the Insured.
o the completion, by the Insured, of the legal adoption of a child.
The event must occur while this policy is in force. To make an advance
purchase of a new policy, there must be a future Purchase Date that has not been
used. An advance purchase of a new policy cancels the next unused Purchase Date.
The Company must receive an application and the first premium for each new
policy:
o while the Insured is living; and
o not more than 90 days after the marriage, birth or adoption.
The Company may require proof of the marriage, birth or adoption.
The Owner of the new policy must have an insurable interest in the life of
the Insured.
4. AUTOMATIC TERM INSURANCE
The Company will provide term insurance on the life of the Insured during
each 90 day period in which the Owner may purchase a new policy. The amount of
the term insurance will be the largest amount of insurance which could have been
purchased as a new policy under this Benefit. The proceeds of the term insurance
are payable on the death of the Insured only if:
o a new policy was not purchased within that period; or
o a new policy purchased within that period is surrendered to the
Company for a refund of premiums.
The proceeds of the term insurance will be payable to the beneficiary and
subject to the terms of this policy.
5. TERMS OF NEW POLICY
Plan. Each new policy will be on a level premium permanent life insurance plan
being issued by the Company on the date of purchase of the new policy. An
additional benefit that is made a part of the new policy will contain the
provisions of that benefit as it is being issued by the Company on the date of
issue of the new policy.
Amount. The minimum amount of each new policy on the Whole Life Paid Up at 90
plan will be $20,000. The amount of each new policy on any other plan must be at
least the Company's minimum for policies being issued on that plan at that time.
The maximum amount of each policy will be the Amount of the Additional Purchase
Benefit shown on page 3. However, in the event of a multiple birth, the maximum
amount which may be purchased as an advance purchase will be the Amount of this
Benefit multiplied by the number of children of the birth.
Waiver Of Premium Benefit. If the Waiver of Premium Benefit is in force on this
policy at the time that the Owner has the right to purchase a new policy:
o a new policy on a plan with a level death benefit on which premiums
are payable to age 90 or later may be issued with the Waiver of
Premium Benefit. If premiums are waived for this policy at the time
the new policy is purchased, premiums will also be waive for the new
policy for as long as they are waived for this policy.
o a new policy on a plan with a nonlevel death benefit or a plan on
which all premiums are payable before age 90 may be issued with the
Waiver of Premium Benefit only if premiums are not then being waived
for this policy. If the Waiver of Premium Benefit is a part of the
new policy, it will apply only to a disability that starts after the
new policy takes effect.
NN 1 Life APB
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Accidental Death Benefit. Each new policy may be issued with the Accidental
Death Benefit, provided that:
o the Accidental Death Benefit is a part of this policy when the new
policy is issued; and
o the Accidental Death Benefit amount is not more than the amount of
the new policy. However, the total amount of Accidental Death
Benefit in force with the Company on the life of the Insured may not
be more than the Company's published limits.
Provisions. The Suicide and Incontestability provisions in each new policy will
be in effect from the Date of Issue of this policy. Each new policy will contain
any exclusion provision which is a part of this policy.
Premiums. The premium for each new policy, including any additional benefits,
will be determined as of its date of issue based on:
o the Company's premium rates then in effect;
o the plan and amount of the new policy and any additional benefits;
and
o the Insured's age on the policy date of the new policy.
If the Insured was age 18 or more on the Policy Date of this policy, the
premium for the new policy will be based on the classification of risk of this
policy. If the Insured was age 17 or less on the Policy Date of this policy, the
premium for the new policy will be based on the classification of risk of this
policy adjusted to reflect the Insured's cigarette smoking habits.
Effective Date. Each new policy will take effect on the later of:
o the date the Company receives the application; or
o the date the Company receives the first premium.
6. TERMINATION OF BENEFIT
This Benefit will terminate on the policy anniversary that is nearest the
40th birthday of the Insured. It will terminate earlier:
o when this policy terminates.
o when this policy becomes extended term or paid-up insurance.
o on the use of the final Purchase Date by an advance purchase.
o when the Owner's written request is received at the Home Office.
/s/ John M. Bremer
Secretary
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
NN1 Life APB
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Exhibit A(5)(d)
NORTHWESTERN MUTUAL LIFE
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
JOHN G GIANGREGORIO DECEMBER 28. 1994
8 CHURCH ST
BOSTON MA 02116 RE: VL13 194 787
JOHN G GIANGREGORIO
VARIABLE WHOLE LIFE
WITH ADDITIONAL PROTECTION
NOTICE OF CANCELLATION RIGHT
In order to comply with the laws administered by the Securities and Exchange
Commission, we are sending you this notice. Please read it carefully.
You have recently purchased a variable life insurance policy from Northwestern
Mutual Life. The benefits of this policy depend on the investment experience of
Northwestern Mutual Variable Life Account. The prospectus that was given to you
at the time of sale describes the account and gives an illustration reflecting
various investment performances
You have the right to examine and cancel this policy. Upon its return, you are
entitled to a full refund of all premiums paid. The cancellation deadline is the
latter of:
1. 10 days after you have received the policy.
2. 45 days from DECEMBER 28, 1994, the date you completed part 1 of the
application.
3. 10 days after receipt of this notice.
In determining whether or not to exercise your right, you should consider, along
with other factors, the projected cost and your ability to make the scheduled
premium payments as stated in your policy. Please consult and review the
prospectus you have received. The prospectus describes the deductions from
premiums before amounts are allocated to the Account mentioned above. These are:
Annual administrative charges of $84 plus 12 cents per $1,000 of
Minimum Guaranteed Death Benefit and Additional Protection.
An annual risk charge of 12 cents per $1,000 of Minimum Guaranteed
Death Benefit.
A deduction for sales load of 4.5% of premium.
A deduction for taxes attributable to premiums of 3.5% of premium.
If you decide to cancel your policy, complete the form on the reverse side
and return it along with your policy. The postmark of the returned policy
must be on or before the deadline described above.
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VARIABLE LIFE INSURANCE CANCELLATION INSTRUCTIONS
PLEASE READ CAREFULLY
If after reading the Notice of Cancellation Right on the reverse side you
decide to return your policy for cancellation you must:
1. Sign and date the bottom of this form.
2. Mail this notice together with your policy to either
YOUR AGENT: OR THE HOME OFFICE:
JAMES KATTANY, CLU NORTHWESTERN MUTUAL LIFE
2000 W PARK DR NEW BUSINESS DEPARTMENT
WESTBOROUGH MA 01581 720 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202
3. The postmark of the envelope must be on or before the latest date
permitted for cancellation as described on the reverse side.
4. Please check the box at the bottom if you have not yet received your
policy when mailing this form.
________________________________________________________________________________
TO BE FILLED OUT BY OWNER IF CANCELLATION IS DESIRED
TO: Northwestern Mutual Life
New Business Department
Eastern Region
Pursuant to the terms of the Notice of Cancellation Right printed on the reverse
side of these instructions, I hereby return the policy numbered below for
cancellation and request full refund of the premium paid. I release Northwestern
Mutual Life from any claims in connection with the sale or issuance of this
policy, and acknowledge that Northwestern Mutual Life's only liability is the
refund of the premium paid for the policy.
- ------------------------------- --------------------------
Date of Signature Signature of Policy Owner
- ------------------------------- VL13 194 787
Date of Receipt of -------------
Your Policy And This Policy Number
Notice of Cancellation
Right
--------------------------
Name of Insured
(if other than the Owner)
|_| I have not yet received the policy. Should it be received, I
will return it to Northwestern Mutual Life.
--------------------------
Signature of Agent
--------------------------
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EXHIBIT A(9)(a)
PARTICIPATION AGREEMENT
AMONG
RUSSELL INSURANCE FUNDS,
RUSSELL FUND DISTRIBUTORS, INC.
AND
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THIS AGREEMENT is made and entered into as of this ____ day of
______________,by and among THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY a
Wisconsin life insurance company (hereinafter the "Company"), on its own
behalf and on behalf of each segregated asset account of the Company set
forth on Schedule A hereto as such schedule may be amended from time to time
(each such account hereinafter referred to as the "Account" and collectively
as the "Accounts"), and RUSSELL INSURANCE FUNDS, a Massachusetts Business
Trust (hereinafter the "Investment Company"), and RUSSELL FUND DISTRIBUTORS,
INC. a Washington corporation (hereinafter the "Underwriter").
WHEREAS, Investment Company engages in business as a diversified
open-end management investment company and is available to act as the
investment vehicle for separate accounts established for variable life
insurance policies and variable annuity contracts (collectively, the
"Variable Insurance Products"); and
WHEREAS, the beneficial interest in the Investment Company is divided
into several series of shares, referred to individually as "Funds" and
representing the interest in a particular managed portfolio of securities and
other assets; and
WHEREAS, Investment Company is registered as an open-end management
investment company under the 1940 Act, and its shares are registered under
the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, Frank Russell Investment Management Company (the "Adviser") is
registered as an investment adviser under the federal Investment Advisers Act
of 1940 and any applicable state securities law; and
WHEREAS, the Company has registered or will register certain variable life or
annuity contracts or both under the 1933 Act, and offers or will offer for
sale certain variable life or annuity contracts or both which are or will be
exempt from registration; and
WHEREAS, each Account is a duly organized, validly existing, segregated
asset account, established by resolution of the Board of Trustees of the
Company, on the date shown for such Account on Schedule A hereto, to set
aside and invest assets attributable to one or more variable life or annuity
contracts; and
WHEREAS, the Company has registered or will register some of the
Accounts as unit investment trusts under the 1940 Act and other Accounts are
exempt from registration; and
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WHEREAS, Investment Company has received "mixed and shared funding"
exemptive relief from the Securities and Exchange Commission permitting it to
offer its shares to life insurers in connection with variable annuity
contracts and variable life insurance policies offered by such insurers which
may or may not be affiliated with each other (SEC Release IC-16160, Dec. 7,
1987); and
WHEREAS, the Underwriter is registered as a broker/dealer with the SEC
under the Securities Exchange Act of 1934, as amended (hereinafter the "1934
Act") and is a member in good standing of the National Association of
Securities Dealers, Inc. (hereinafter the "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Funds on behalf of
each Account to fund certain of the aforesaid variable life or annuity
contracts or both, and the Underwriter is authorized to sell such shares to
unit investment trusts such as each Account at net asset value.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and other good and valuable consideration the
receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
ARTICLE 1. SALE OF INVESTMENT COMPANY SHARES
1.1 The Underwriter agrees to sell to the Company those shares of Investment
Company which each Account orders, executing such orders on a daily basis at
the net asset value next computed after receipt by the Investment Company or
its designee of the order for the shares of the Investment Company. For
purposes of this Section 1.1, the Company shall be the designee of the
Investment Company for receipt of such orders from each Account and receipt
by such designee shall constitute receipt by the Investment Company; provided
that the Investment Company receives notice of such order by 8:00 a.m.
Pacific time on the next following Business Day. "Business Day" shall mean
any day on which the New York Stock Exchange is open for trading and on which
Investment Company calculated its net asset value pursuant to the rules of
the Securities and Exchange Commission.
1.2 The Investment Company agrees to make its shares available indefinitely
for purchase at the applicable net asset value per share by the Company and
its Accounts on those days on which the Investment Company calculates its net
asset value pursuant to rules of the Securities and Exchange Commission, and
the Investment Company shall use reasonable efforts to calculate such net
asset value on each day on which the New York Stock Exchange is open for
trading. Notwithstanding the foregoing, the Board of Directors of the
Investment Company (hereinafter the "Board") may refuse to sell shares of any
Fund, or suspend or terminate the offering of shares of any Fund if such
action is required by law or by regulatory authorities having jurisdiction or
is, in the sole discretion of the Board acting in good faith and in light of
their fiduciary duties under federal and any applicable state laws, necessary
in the best interests of the shareholders of such Fund.
1.3 The Investment Company and the Underwriter agree that no shares of any
Fund will be sold to the general public.
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1.4 The Investment Company agrees to redeem for cash, on the Company's
request, any full or fractional shares of the Investment Company held by the
Company, executing such requests on a daily basis at the net asset value next
computed after receipt by the Investment Company or its designee of the
request for redemption. For purposes of this Section 1.4, the Company shall
be the designee of the Investment Company for receipt of requests for
redemption from each Account, and receipt by such designee shall constitute
receipt by the Investment Company; provided that the Investment Company
receives notice of such request for redemption by 8:00 a.m. Pacific time on
the next following Business Day.
1.5 The Company agrees to purchase and redeem the shares of selected Funds
offered by the then-current prospectus of the Investment Company and in
accordance with the provisions of such prospectus. The parties agree that
all net amounts available under the variable life and annuity contracts with
the form number(s) which are listed on Schedule B attached hereto and
incorporated herein by this reference, as such Schedule B may be amended from
time to time hereafter by mutual written agreement of all the parties hereto
(the "Contracts"), may be invested in the Investment Company, in other
separate accounts of the Company, in other investment companies, in the
Company's general account, or in other funding vehicles.
1.6 The Company shall pay for Investment Company shares on the next Business
Day after an order to purchase Investment Company shares is made in
accordance with the provisions of Section 1.1 hereof. Payment shall be in
federal funds transmitted by wire.
1.7 Issuance and transfer of the Investment Company's shares will be by book
entry only. Stock certificates will not be issued to the Company or any
Account. Shares ordered from the Investment Company will be recorded in an
appropriate title for each Account.
1.8 The Investment Company shall furnish same day notice (by wire or
telephone, followed by written confirmation) to the Company of any income
dividends or capital gain distributions payable on the Investment Company's
shares. The Company hereby elects to receive all such income dividends and
capital gain distributions as are payable on the Fund shares in additional
shares of that Fund. The Company reserves the right to revoke this election
and to receive all such income dividends and capital gain distributions in
cash. Investment Company shall furnish same day notice to the Company of the
number of shares so issued as payment of such dividends and distributions.
1.9 The Investment Company shall make the net asset value per share for each
Fund available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1 The Company represents and warrants that the Contracts are registered
under the 1933 Act or are exempt from registration thereunder; that the
Contracts will be issued and sold in compliance in all material respects with
all applicable Federal and State laws and that the sale of the Contracts
shall comply in all material respects with state insurance suitability
requirements. The Company further represents and warrants that it is an
insurance company duly organized and in good standing under applicable law
and that it has legally and validly established each
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Account prior to any issuance or sale of Contracts funded thereby as a
segregated asset account under applicable state insurance law and that each
Account is or will be registered as a unit investment trust in accordance
with the provisions of the 1940 Act to serve as a segregated investment
account for the Contracts or is exempt from registration thereunder.
2.2 The Investment Company represents and warrants that Investment Company
shares sold pursuant to this Agreement shall be registered under the 1933 and
1940 Acts, duly authorized for issuance and sold in compliance with the laws
of the State of Washington and all applicable federal and state securities
laws and that the Investment Company is and shall remain registered under the
1940 Act. The Investment Company shall amend the Registration Statement for
its shares under the 1933 and the 1940 Acts from time to time as required in
order to effect the continuous offering of its shares. The Investment
Company shall register and qualify the shares for sale in accordance with the
laws of the various states only if and to the extent deemed advisable by the
Investment Company or the Underwriter.
2.3 The Investment Company represents that it is currently qualified as a
Regulated Investment Company under Subchapter M of the Internal Revenue Code
of 1986, as amended, (the "Code") and that it will make every effort to
maintain such qualification (under Subchapter M or any successor or similar
provision) and that it will notify the Company immediately upon having a
reasonable basis for believing that it has ceased to so qualify or that it
might not so qualify in the future.
2.4 The Company represents that the Contracts are currently treated as
endowment, annuity or life insurance contracts, under applicable provisions
of the Code and that it will make every effort to maintain such treatment and
that it will notify the Investment Company and the Underwriter immediately
upon having a reasonable basis for believing that the Contracts have ceased
to be so treated or that they might not be so treated in the future.
2.5 The Investment Company currently does not intend to make any payments
to finance distribution expenses pursuant to Rule l2b-1 under the 1940 Act or
otherwise, although it may make such payments in the future. To the extent
that it decides to finance distribution expenses pursuant to Rule 12b-1, the
Investment Company undertakes to have its board of trustees, a majority of
whom are not interested persons of the Investment Company, formulate and
approve any plan under Rule l2b-1 to finance distribution expenses.
2.6 The Investment Company makes no representation as to whether any aspect
of its operations (including, but not limited to, fees and expenses and
investment policies) complies with the insurance laws or regulations of the
various states.
2.7 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the
Investment Company shares in accordance with any applicable state laws and
federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.
2.8 The Investment Company represents that it is lawfully organized and
validly existing under the laws of the Commonwealth of Massachusetts and that
it does and will comply in all material respects with the 1940 Act.
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2.9 The Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable federal
and state securities laws and that the Adviser shall perform its obligations
for the Investment Company in compliance in all material respects any
applicable state laws and federal securities laws.
2.10 The Investment Company and Underwriter represent and warrant that all
of their directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money or securities of the Investment
Company are and shall continue to be at all times covered by a blanket
fidelity bond or similar coverage for the benefit of the Investment Company
in an amount not less than the minimal coverage as required currently by Rule
17g-(1) of the 1940 Act or related provisions as may be promulgated from time
to time. The aforesaid Bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
2.11 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other entities dealing with the money or
securities of the Investment Company are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit
of the Investment Company in an amount not less than five million dollars ($5
million). The aforesaid Bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS: VOTING
3.1 The Underwriter shall provide the Company with as many printed copies
of the Investment Company's current prospectus and Statement of Additional
Information as the Company may reasonably request. If requested by the
Company in lieu thereof, the Investment Company shall provide camera-ready
film or computer diskettes containing the Investment Company's prospectus and
Statement of Additional Information and such other assistance as is
reasonably necessary in order for the Company once each year (or more
frequently if the prospectus and/or Statement of Additional Information for
the Investment Company is amended during the year) to have the prospectus for
the Contracts and the Investment Company's prospectus printed together in one
document, and to have the Statement of Additional Information for the
Investment Company and the Statement of Additional Information for the
Contracts printed together in one document. Alternatively, the Company may
print the Investment Company's prospectus and/or its Statement of Additional
Information in combination with other fund companies' prospectuses and
statements of additional information. Except as provided in the following
three sentences, all expenses of printing and distributing Investment Company
prospectuses and Statements of Additional Information distributed by the
Company shall be the expense of the Company. For Prospectuses and Statement
of Additional Information provided by the Company to its existing owners of
Contracts in order to update disclosure as required by the 1933 Act and/or
the 1940 Act, the cost of printing shall be borne by the Investment Company.
If the Company chooses to receive camera-ready film or computer diskettes in
lieu of receiving printed copies of the Investment Company's prospectus, the
Investment Company will reimburse the Company in an amount equal to the
product of A and B where A is the number of such prospectuses distributed to
owners of the Contracts, and B is the Investment Company's per unit cost of
typesetting and printing the Invstment Company's
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prospectus. The same procedures shall be followed with respect to the
Investment Company's Statement of Additional Information.
The Company agrees to provide the Investment Company or its designee
with such information as may be reasonably requested by the Investment
Company to assure that the Investment Company's expenses do not include the
cost of printing any prospectuses or Statements of Additional Information
other than those actually distributed to existing owners of the Contracts.
3.2 The Investment Company's prospectus shall state that the Statement of
Additional Information for the Investment Company is available from the
Underwriter or the Company (or in the Fund's discretion, the Prospectus shall
state that such Statement is available from the Investment Company).
3.3 The Investment Company, at its expense, shall provide the Company with
copies of its proxy statements, reports to shareholders, and other required
communications (except for prospectuses and Statement of Additional
Information, which are covered in Section 3.1) to shareholders in such
quantity as the Company shall reasonably require for distributing to Contract
owners.
3.4 The Company will provide pass-through voting privileges to all Contract
owners to the extent that and so long as the SEC continues to interpret the
Investment Company Act of 1940 as requiring pass-through voting privileges
for Contract owners. Accordingly, the Company, where applicable, will vote
shares of the Fund held in its Separate Accounts in a manner consistent with
voting instructions timely received from its Contract owners. The Company
will be responsible for assuring that each of its separate accounts that
participates in the Investment Company calculates voting privileges in a
manner consistent with other participating insurance companies. The Company
will vote shares for which it has not received timely voting instructions, as
well as shares it owns, in the same proportion as it votes those shares for
which it has received voting instructions.
3.5 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule
6e-3 is adopted, to provide exemptive relief from any provision of the
Investment Company Act of 1940 or the rules thereunder with respect to mixed
and shared funding on terms and conditions materially different from any
exemptions granted in the Investment Company's mixed and shared funding
exemptive order, then the Investment Company, and/or the Company, as
appropriate, shall take such steps as may be necessary to comply with Rule
6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent
such Rules are applicable.
3.6 The Investment Company will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Investment Company
will either provide for annual or special meetings or comply with the
requirements of Section 16(c) of the 1940 Act (although the Investment
Company is not one of the trusts described in Section 16(c) of that Act) as
well as with Sections 16(a) and, if and when applicable, 16(b). Further, the
Investment Company will act in accordance with the SEC's interpretation of
the requirements of Section 16(a) with respect to periodic elections of
directors and with whatever rules the SEC may promulgate with respect thereto.
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ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1 The Company shall furnish, or shall cause to be furnished, to the
Investment Company or its designee, each piece of sales literature or other
promotional material, or component thereof, in which the Investment Company,
the Adviser, or the Underwriter is named, at least fifteen Business Days
prior to its use. No such material shall be used if the Investment Company
or its designee object to such use within fifteen Business Days after receipt
of such material. Once any such material has been so furnished to the
Investment Company or its designee and fifteen Business days have elapsed,
such materials need not again be so furnished absent any subsequent changes
to such material that affect the materials' discussion or presentation
relating to the Investment Company, its advisor, the Underwriter, or any of
their affiliates (other than the Company or persons that are deemed
affiliates only by virtue of being controlled by the Company). In
particular, materials that have been changed merely to update performance or
financial information need not be so furnished.
4.2 The Company shall not give any information or make any representations
or statements on behalf of the Investment Company or concerning the
Investment Company in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or
prospectus for the Investment Company shares, as such registration statement
and prospectus may be amended or supplemented from time to time, or in
reports or proxy statements for the Investment Company, or in sales
literature or other promotional material approved by the Investment Company
or its designee or by the Underwriter, except with the permission of the
Investment Company or the Underwriter or the designee of either.
4.3 The Investment Company, the Underwriter, or their designees shall
furnish, or shall cause to be furnished, to the Company or its designee, each
piece of sales literature or other promotional material, or component
thereof, in which the Company or its separate Accounts are named at least
fifteen Business Days prior to its use. No such material shall be used if
the Company or its designee objects to such use within fifteen Business Days
after receipt of such material.
4.4 The Investment Company and the Underwriter shall not give any
information or make any representations on behalf of the Company or
concerning the Company, each Account, or the Contracts other than the
information or representations contained in a registration statement,
prospectus or offering materials for the Contracts, as such may be amended or
supplemented from time to time, or in published reports for each Account
which are in the public domain or approved by the Company for distribution to
Contract owners, or in sales literature or other promotional material
approved by the Company or its designee, except with the permission of the
Company.
4.5 The Investment Company will provide to the Company at least one
complete copy of all registration statements, prospectuses, Statements of
Additional Information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to the
Investment Company or its shares, contemporaneously with the filing of such
document with the Securities and Exchange Commission or other regulatory
authorities.
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4.6 The Company will provide to the Investment Company at least one
complete copy of all registration statements, prospectuses, Statements of
Additional Information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the above, that
relate to the Contracts or each Account, contemporaneously with the filing of
such document with the SEC or other regulatory authorities. In the case of
unregistered Contracts, in lieu of providing prospectuses and Statements of
Additional Information, the Company shall provide the Investment Company with
one complete copy of the offering materials for the Contracts.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such
as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, electronic media, or other
public media), sales literature (i.e., any written communication distributed
or made generally available to customers or the public, including brochures,
circulars, research reports, market letters, form letters, seminar texts,
reprints or excerpts of any other advertisement, sales literature, or
published article), educational or training materials or other communications
distributed or made generally available to some or all agents or employees,
and registration statements, prospectuses, Statements of Additional
Information, shareholder reports, and proxy materials.
ARTICLE V. POTENTIAL CONFLICTS
5.1 The parties acknowledge that Investment Company has received a "mixed
and shared funding "exemptive order from the SEC granting relief from various
provisions of the Investment Company Act of 1940 and the rules thereunder to
the extent necessary to permit Investment Company shares to be sold to and
held by Variable Insurance Products separate accounts of both affiliated and
unaffiliated participating insurance companies. The exemptive order requires
the Investment Company and each participating insurance company to comply
with conditions and undertakings substantially as provided in this Article V.
The Investment Company will not enter into a participation agreement with
any other participating insurance company unless it imposes the same
conditions and undertakings as are imposed on the Company.
5.2 The Investment Company's Board of Trustees ("Board") will monitor the
Investment Company for the existence of any material irreconcilable conflict
between the interests of Contract owners of all separate accounts investing
in the Investment Company. An irreconcilable material conflict may arise for
a variety of reasons, which may include: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling or any similar action by insurance, tax or securities regulatory
authorities; (c) an administrative or judicial decision in any relevant
proceeding; (d) the manner in which the investments of the Investment Company
are being managed; (e) a difference in voting instructions given by Contract
owners; and (f) a decision by a participating insurance company to disregard
the voting instructions of Contract owners.
5.3 The Company will report any potential or existing conflicts to the
Investment Company's Board. The Company will be responsible for assisting
the Board in carrying out its duties in this regard by providing the Board
with all information reasonably necessary for the Board to
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consider any issues raised. The responsibility includes, but is not limited
to, an obligation by the Company to inform the Board whenever it has
determined to disregard Contract owner voting instructions. These
responsibilities of the Company will be carried out with a view only to the
interests of the Contract owners.
5.4 If a majority of the Board or majority of its disinterested Trustees,
determines that a material irreconcilable conflict exists affecting the
Company, then the Company, at its expense and to the extent reasonably
practicable (as determined by a majority of the Board's disinterested
Trustees), will take any steps necessary to remedy or eliminate the
irreconcilable material conflict, including: (a) withdrawing the assets
allocable to some or all of the separate accounts from the Investment Company
or any Fund thereof and reinvesting those assets in a different investment
medium, which may include another Fund of the Investment Company, or another
investment company; (b) submitting the question as to whether such
segregation should be implemented to a vote of all affected Contract owners
and as appropriate, segregating the assets of any appropriate group (i.e.,
variable annuity or variable life insurance contract owners of one or more
participating insurance companies) that votes in favor of such segregation,
or offering to the affected Contract owners the option of making such a
change; and (c) establishing a new registered management investment company
(or series thereof) or managed separate account. If a material
irreconcilable conflict arises because of the Company's decision to disregard
Contract owner voting instructions, and that decision represents a minority
position or would preclude a majority vote, the Company may be required at
the election of the Investment Company, to withdraw its separate accounts'
investment in the Investment Company, and no charge or penalty will be
imposed as a result of such withdrawal. The responsibility to take such
remedial action shall be carried out with a view only to the interests of the
Contract owners.
For the purposes of this Section 5.4, a majority of the disinterested
members of the Board shall determine whether or not any proposed action
adequately remedies any irreconcilable material conflict but in no event will
the Investment Company or any investment adviser of the Investment Company be
required to establish a new funding medium for any Contract. Further, the
Company shall not be required by this Section 5.4 to establish a new funding
medium for any Contract if any offer to do so has been declined by a vote of
a majority of Contract owners materially and adversely affected by the
irreconcilable material conflict.
5.5 The Board's determination of the existence of an irreconcilable
material conflict and its implications shall be made known promptly and in
writing to the Company.
5.6 No less than annually, the Company shall submit to the Board such
reports, materials or data as the Board may reasonably request so that the
Board may fully carry out its obligations. Such reports, materials, and data
shall be submitted more frequently if deemed appropriate by the Board.
ARTICLE VI. FEES AND EXPENSES
6.1 The Investment Company and the Underwriter shall pay no fee or other
compensation to the Company under this Agreement, except that if the
Investment Company or any Fund adopts and implements a plan pursuant to Rule
l2b-1 to finance distribution expenses, then the Underwriter may make
payments to the Company or to the underwriter for the Contracts if and in
amounts agreed to by the Underwriter in writing and such payments will be
made out of
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existing fees otherwise payable to the Underwriter, past profits of the
Underwriter, or other resources available to the Underwriter. No such
payments shall be made directly by the Investment Company. Currently, no such
payments are contemplated.
6.2 All expenses incident to performance by the Investment Company under
this Agreement shall be paid by the Investment Company. The Investment
Company shall ensure that all its shares are registered and authorized for
issuance in accordance with applicable federal law and, if and to the extent
deemed advisable by the Investment Company, in accordance with applicable
state laws prior to their sale. The Investment Company shall bear the
expenses for the cost of registration and qualification of the Investment
Company's shares, preparation and filing of the Investment Company's
prospectus and registration statement, proxy materials and reports, setting
the prospectus in type, setting in type and printing the proxy materials and
reports to shareholders (including the costs of printing a prospectus that
constitutes an annual report), the preparation of all statements and notices
required by any federal or state law, and all taxes and fees on the issuance
or transfer of the Investment Company's shares.
6.3 The Company shall bear the expenses of distributing the Investment
Company's prospectus, proxy materials, and reports to owners of Contracts
issued by the Company.
ARTICLE VII. DIVERSIFICATION
7.1 The Investment Company will at all times invest money from the
Contracts in such a manner as to ensure that the Contracts will be treated as
variable contracts under the Internal Revenue Code and the regulations issued
thereunder. Without limiting the scope of the foregoing, the Investment
Company will at all times comply with Section 817(h) of the Code and Treasury
Regulation 1.817-5, relating to the diversification requirements for variable
annuity, endowment, or life insurance contracts and any amendments or other
modifications to such Section or Regulations.
ARTICLE VIII. INDEMNIFICATION
8.1 INDEMNIFICATION BY THE COMPANY
8.1(a). The Company agrees to indemnify and hold harmless the Investment
Company and each member of the Board and officers and each person, if any,
who controls the Investment Company within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this
Section 8.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Company) or litigation (including legal and other expenses), to which the
Indemnified Parties may become subject under any statute, regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or action in respect thereof) or settlements are related to the
Company's sale or acquisition of the Investment Company's shares or the
Contracts and:
(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in any Registration
Statement, prospectus or other offering materials for the Contracts or
contained in the Contracts or sales literature for the Contracts (or any
amendment or supplement to any of the foregoing), or arise out of or are
based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or
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necessary to make the statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission was made in
reliance upon and in conformity with information furnished to the Company by
or on behalf of the Investment Company for use in any Registration Statement
or prospectus for the Contracts or in the Contracts or sales literature (or
any amendment or supplement) or otherwise for use in connection with the sale
of the Contracts or Investment Company's shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the Registration
Statement, prospectus or sales literature of the Investment Company not
supplied by the Company, or persons under its control) or wrongful conduct of
the Company or persons under its control, with respect to the sale or
distribution of the Contracts or Investment Company shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement,
prospectus, or sales literature of the Investment Company or any amendment
thereof or supplement thereto or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading if such a statement or omission was
made in reliance upon information furnished to the Investment Company by or
on behalf of the Company; or
(iv) arise as a result of any failure by the Company to provide
the services and furnish the materials under the terms of this Agreement; or
(v) arise out of a result from any material breach of any
representation or warranty made by the Company in this Agreement or arise out
of or result from any other material breach of this Agreement by the Company,
as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation incurred or assessed against an Indemnified Party as such may
arise from such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason
of such Indemnified Party's reckless disregard of obligations or duties under
this Agreement or to the Investment Company, whichever is applicable.
8.1(c). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the Company
of any such claim shall not relieve the Company from any liability which it
may have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision. In case any
such action is brought against the Indemnified Parties, the Company shall be
entitled to participate, at its own expense, in the defense of such action.
The Company also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice from the
Company to such party of the Company's election to assume the defense
thereof, the Indemnified Party shall
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bear the fees and expenses of any additional counsel retained by it, and the
Company will not be liable to such party under this Agreement for any legal
or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Investment Company shares or the Contracts or the
operation of the Investment Company.
8.2 INDEMNIFICATION BY THE UNDERWRITER
8.2(a). The Underwriter agrees to indemnify and hold harmless the Company
and each of its directors and officers and each person, if any, who controls
or is controlled by the Company within the meaning of Section 15 of the 1933
Act (collectively, the "Indemnified Parties" for purposes of this Section
8.2) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Underwriter) or
litigation expenses (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) or settlements are related to the sale or
acquisition of the Investment Company's shares or the Contracts and;
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement or prospectus or sales literature of the Investment Company (or
any amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such statement
or omission or such alleged statement or omission was made in reliance
upon and in conformity with information furnished to the Underwriter or
Investment Company by or on behalf of the Company for use in the
Registration Statement or prospectus for the Investment Company or in the
sales literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Investment Company shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in any Registration
Statement, prospectus, other offering materials or sales literature for
the Contracts not supplied by the Underwriter or persons under its
control) or wrongful conduct of the Investment Company, Adviser, or
Underwriter or persons under their control, with respect to the sale or
distribution of the Contracts or Investment Company shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement, prospectus,
other offering materials or sales literature covering the Contracts, or
any amendment thereof or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statement or statements therein not misleading,
if such statement or omission was made in reliance upon information
furnished to the Company by or on behalf of the Investment Company; or
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(iv) arise as a result of any failure by the Investment Company to
provide the services and furnish the materials under the terms of this
Agreement (including a failure, whether unintentional or in good faith or
otherwise, to comply with the diversification requirements specified in
Article VII of this Agreement); or
(v) arise out of or result from any material breach of any
representation or warranty made by the Underwriter in this Agreement or
arise out of or result from any other material breach of this Agreement
by the Underwriter; as limited by and in accordance with the provisions
of Sections 8.2(b) and 8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason
of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to the Company or each Account, whichever is
applicable.
8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within
a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the
Underwriter of any such claim shall not relieve the Underwriter from any
liability which it may have to the Indemnified Party against whom such action
is brought otherwise than on account of this indemnification provision. In
case any such action is brought against the Indemnified Parties, the
Underwriter will be entitled to participate, at its own expense, in the
defense thereof. The Underwriter also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Underwriter to such party of the Underwriter's election
to assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Underwriter will
not be liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation.
8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its
officers or directors in connection with the issuance or sale of the
Contracts or the operation of any Account.
8.3 INDEMNIFICATION BY THE INVESTMENT COMPANY
8.3(a). The Investment Company agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls or is controlled by the Company within the meaning of Section 15 of
the 1933 Act (collectively, the "Indemnified Parties" for purposes of this
Section 8.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Investment Company) or litigation expenses (including legal and other
expenses) to which the Indemnified Parties may become subject under any
statute, at common law or otherwise, insofar as such losses, claims,
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damages, liabilities or expenses (or actions in respect thereof) or
settlements result from the gross negligence, bad faith or willful misconduct
of the Board or any member thereof, are related to the operations of the
Investment Company and:
(i) arise as a result of any failure by the Investment Company to
provide the services and furnish the materials under the terms of this
Agreement (including a failure to comply with the diversification
requirements specified in Article VII of this Agreement); or
(ii) arise out of or result from any material breach of any
representation or warranty made by the Investment Company in this
Agreement or arise out of or result from any other material breach of this
Agreement by the Investment Company, as limited by and in accordance with
the provisions of Sections 8.3(b) and 8.3(c) hereof.
8.3(b). The Investment Company shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation incurred or assessed against an Indemnified Party
as such may arise from such Indemnified Party's will misfeasance, bad faith,
or gross negligence in the performance of such Indemnified Party's duties or
by reason of such Indemnified Party's reckless disregard of obligations and
duties under this Agreement or to the Company, the Investment Company, the
Underwriter or any Account, which ever is applicable.
8.3(c). The Investment Company shall not be liable under this
indemnification provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified the
Investment Company in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the claim shall
have been served upon such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated agent), but
failure to notify the Investment Company of any such claim shall not relieve
the Investment Company from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is
brought against the Indemnified Parties, the Investment Company will be
entitled to participate, at its own expense, in the defense thereof. The
Investment Company also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice from the
Investment Company to such party of the Investment Company's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Investment Company
will not be liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation.
8.3(d). The Company and the Underwriter agree promptly to notify the
Investment Company of the commencement of any litigation or proceeding
against it or any of its respective officers or directors in connection with
this Agreement, the issuance or sale of the Contracts, with respect to the
operation of any Account, or the sale or acquisition of shares of the
Investment Company.
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ARTICLE IX. APPLICABLE LAW
9.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Washington.
9.2 To the extent they are applicable, this Agreement shall be subject to
the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations
and rulings thereunder, including such exemptions from those statutes, rules
and regulations as the Securities and Exchange Commission may grant and the
terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. TERMINATION OF AGREEMENT
10.1 This Agreement shall continue in full force and effect until the first
to occur of:
(a) termination by any party for any reason by sixty (60) days
advance written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Investment
Company and the Underwriter with respect to any fund based upon the Company's
determination that shares of such Fund are not reasonably available to meet
the requirements of the Contracts; or
(c) termination by the Company by written notice to the Investment
Company and the Underwriter with respect to any Fund in the event any of the
Fund's shares are not registered, issued, or sold materially in accordance
with applicable state or federal law or such law precludes the use of such
shares as the underlying investment media of the Contracts issued or to be
issued by the Company; or
(d) Termination by the Company by written notice to the Investment
Company and the Underwriter with respect to any Fund in the event that such
Fund ceases to qualify as a Regulated Investment Company under Subchapter M
of the Code or under any successor or similar provision, or if the Company
reasonably believes that the Investment Company may fail to so qualify; or
(e) termination by the Company by written notice to the Investment
Company and the Underwriter with respect to any Fund in the event that such
Fund fails to meet the diversification requirements specified in Article VII
hereof; or
(f) termination by either the Investment Company or the Underwriter
by written notice to the Company, if either one or both of the Investment
Company or the Underwriter respectively, shall determine, in their sole
judgment exercised in good faith, that the Company or its affiliated
companies has suffered a material adverse change in its business, operations,
financial condition, or prospects since the date of this Agreement or is the
subject of material adverse publicity; or
(g) termination by the Company by written notice to the Investment
Company and the Underwriter, if the Company shall determine, in its sole
judgment exercised in good faith, that either the Investment Company or the
Underwriter has suffered a material adverse change in its
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business, operations, financial condition, or prospects since the date of
this Agreement or is the subject of material adverse publicity.
10.2 Notwithstanding any termination of this Agreement, the Investment
Company and the Underwriter shall at the option of the Company, continue to
make available additional shares of the Investment Company pursuant to the
terms and conditions of this Agreement, for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter referred to as
"Existing Contracts"). Specifically, without limitation, the owners of the
Existing Contracts shall be permitted to reallocate investment in the
Investment Company, redeem investments in the Investment Company, or invest
in the Investment Company upon the making of additional purchase payments
under the Existing Contracts.
10.3 The Company shall not redeem Investment Company shares attributable to
the Contracts (as opposed to Investment Company shares attributable to the
Company's assets held in any of the Accounts) except (i) as necessary to
implement Contract Owner initiated transactions, or (ii) as required by state
or federal laws or regulations or judicial or other legal precedent of
general application (hereinafter referred to as a "Legally Required
Redemption"). Upon request, the Company will promptly furnish to the
Investment Company and the Underwriter the opinion of counsel for the Company
(which counsel shall be reasonably satisfactory to the Investment Company and
the Underwriter) to the effect that any redemption pursuant to clause (ii)
above is a Legally Required Redemption. Furthermore, except in cases where
permitted under the terms of the Contracts, the Company shall not prevent
Existing Contract Owners from allocating payments to a Fund that was
otherwise available under the Contracts without first giving the Investment
Company or the Underwriter sixty (60) days notice of its intention to do so.
ARTICLE XI. NOTICES
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify in
writing to the other party.
If to the Investment Company:
909 A. Street
Tacoma, Washington 98402
Attention: Karl J. Ege, Esq.
If to the Company:
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4797
Attention: _________________________
If to the Underwriter:
909 A. Street
Tacoma, Washington 98402
Attention: Karl J. Ege, Esq.
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ARTICLE XII. MISCELLANEOUS
12.1 All persons dealing with the Investment Company must look solely to
the property of the Investment Company for the enforcement of any claims
against the investment Company as neither the Board, officers, agents or
shareholders assume any personal liability for obligations entered into on
behalf of the Investment Company.
12.2 Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come
into the public domain without the express written consent of the affected
party.
12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.5 If any provisions of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC,
the NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby. Notwithstanding the generality of the foregoing, each
party hereto further agrees to furnish the California Insurance Commissioner
with any information or reports in connection with services provided under
this Agreement which such Commissioner may request in order to ascertain
whether the variable life insurance operations of the Company are being
conducted in a manner consistent with the California Variable Life Insurance
Regulations and any other applicable law or regulations.
12.7 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.
12.8 This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties
hereto; provided, however, that the Underwriter may assign this Agreement or
any rights or obligations hereunder to any affiliate of or company under
common control with the Underwriter, if such assignee is duly licensed and
registered to perform the obligations of the Underwriter under this Agreement.
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12.9 The Company shall furnish, or shall cause to be furnished, to the
Investment Company or its designee copies of the following reports:
(a) the Company's annual statement prepared under statutory
accounting principles, as soon as practical and in any event within 90 days
after the end of each fiscal year;
(b) the Company's quarterly statement (statutory), as soon as
practical and in any event within 45 days after the end of each quarterly
period; and
(c) any financial statement, proxy statement, notice or report of the
Company sent to stockholders or policyholders, as soon as practical after the
delivery thereof; and
12.10 The Master Trust Agreement dated 11 July 1996, as amended from time to
time, establishing the Investment Company, which is hereby referred to and a
copy of which is on file with the Secretary of The Commonwealth of
Massachusetts, provides that the name Russell Insurance Funds means the
Trustees from time to time serving (as Trustees but not personally) under
said Master Trust Agreement. It is expressly acknowledged and agreed that
the obligations of the Investment Company hereunder shall not be binding upon
any of the shareholders, Trustees, officers, employees or agents of the
Investment Company, personally, but shall bind only the trust property of the
Investment Company as provided in its Master Trust Agreement. The execution
and delivery of this Agreement have been authorized by the Trustees of the
Investment Company and signed by the President of the Investment Company,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Investment Company
as provided in its Master Trust Agreement.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed in its name and on behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
first written above.
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
ATTEST: BY:
____________________________________ ______________________________________
Secretary Title:
RUSSELL INSURANCE FUNDS
ATTEST: BY:
____________________________________ ______________________________________
Secretary President
RUSSELL FUND DISTRIBUTORS, INC.
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ATTEST: BY:
____________________________________ ______________________________________
Secretary President
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SCHEDULE A
ACCOUNTS
Name of Account Date of Resolution of Company's
Board that established the Account
NML Variable Annuity Account A February 14, 1968
NML Variable Annuity Account B February 14, 1968
NML Variable Annuity Account C July 22, 1970
Northwestern Mutual Variable Life Account November 23, 1983
20
<PAGE>
SCHEDULE B
CONTRACTS
1. Contract Form Numbers:
Variable Life:
RR.VJL.(1298) RR Series Variable Joint Life
RR.VEL.(0398) RR Series Variable Executive Life
QQ.VCL QQ Series Variable CompLife
MM 15 MM Series Variable Whole Life
MM 16 MM Series Variable Single Premium Life
MM 17 MM Series Variable Extraordinary Life
Individual Variable Annuity:
QQV.ACCT.A QQV.ACCT.B QQ Series VAs
MM V 1A MM V 1B MM V 1 MM Series VAs
LL V 1A LL V 1B LL V 1 LL Series VAs
KK V 1A KK V 1B KK V 1 KK Series VAs
JJ V 1A JJ V 1B JJ Series VAs
Group Variable Annuity
NPV.1C NN Series GPA
MP V 1C MM Series GPA
LL V 1C LL Series GPA
KK V 1C KK Series GPA
JJ V 1C JJ Series GPA
2. Funds currently available to act as investment vehicles for the
above-listed contracts:
Russell Insurance Funds: Multi-Style Equity Fund
Aggressive Equity Fund
Non-U.S. Fund
Core Bond Fund
Russell Real Estate Securities Fund
21
<PAGE>
Exhibit A(9)(b)
February __, 1999
The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Re: Administrative Service Fee
Gentlemen:
The purpose of this letter is to confirm certain financial arrangements
between Frank Russell Investment Management Company ("FRIMCo"), the investment
adviser to Russell Insurance Funds, a registered investment company (the
"Trust"), and The Northwestern Mutual Life Insurance Company ("NML") in
connection with NML's investment in the Trust. FRIMCo or its affiliates will
pay an administrative services fee to NML equal, on an annualized basis, to
0.10% of the aggregate net assets of the Trust attributable to NML (other
than assets attributable to NML employee and agent qualified plans). Such fee
shall be paid quarterly (on a calendar year basis) in arrears for as long as NML
owns shares in the Trust.
Sincerely,
FRANK RUSSELL INVESTMENT
MANAGEMENT COMPANY
By:
---------------------------
Lynn L. Andersen
Chief Executive Officer
Agreed to and accepted:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:
--------------------------------
Mark G. Doll
Senior Vice President
<PAGE>
Exhibit C(1)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 4 to the Registration Statement on Form S-6 (the
"Registration Statement") of our report dated January 25, 1999, relating to the
financial statements of The Northwestern Mutual Life Insurance Company, and of
our report dated January 25, 1999, relating to the financial statements of
Northwestern Mutual Variable Life Account, which appear in such Prospectus. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 25, 1999
<PAGE>
Exhibit C(6)
February 25, 1999
The Northwestern Mutual Life Insurance Company
720 East Wisconsin
Milwaukee, WI 53202
Gentlemen:
This opinion is furnished in connection with Post-Effective Amendment
No. 4 to the Registration Statement on Form S-6, Registration No. 33-89188,
of Northwestern Mutual Variable Life Account. The prospectus included in
Post-Effective Amendment No. 4 ("Prospectus") describes the Variable CompLife
insurance policies to be issued in connection with the Account ("Policies").
The Policy form was prepared under my direction, and I am familiar with the
Registration Statement and Exhibits thereto. In my opinion:
1. The illustrations of cash values and death benefits included on pages 43
through 46 of the Prospectus, in the Appendix thereto, based on the
assumptions stated in the illustrations, are consistent with the provisions
of the Policies and current dividend scale and experience. The rate
structure of the Policies has not been designed so as to make the
relationship between premiums and benefits, as shown in the illustrations,
appear more favorable to a prospective purchaser of a Policy for male age
35, than to prospective purchasers of Policies for a male at other ages or
for a female.
2. With respect to the charge of 1.25% of premiums for federal income taxes
measured by premiums, described on page 11 of the Prospectus,
(a) the charge is reasonable in relation to the issuer's increased federal
tax burden under Section 848 of the Internal Revenue Code of 1986;
(b) the targeted rate of return (11%) used in calculating the charge is
reasonable; and
(c) the factors taken into account in determining such targeted rate of
return are appropriate.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the heading
"Experts" in the Prospectus.
Sincerely,
WILLIAM C. KOENIG
William C. Koenig
Senior Vice President
and Chief Actuary
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT DECEMBER 31, 1998 FINANCIAL
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 587,479
<INVESTMENTS-AT-VALUE> 749,935
<RECEIVABLES> 423
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 750,358
<PAYABLE-FOR-SECURITIES> 328
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 95
<TOTAL-LIABILITIES> 423
<SENIOR-EQUITY> 749,935
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
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<ACCUMULATED-NII-CURRENT> 0
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<NET-ASSETS> 749,935
<DIVIDEND-INCOME> 24,922
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 3,933
<NET-INVESTMENT-INCOME> 20,989
<REALIZED-GAINS-CURRENT> 4,332
<APPREC-INCREASE-CURRENT> 68,780
<NET-CHANGE-FROM-OPS> 94,101
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,933
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
