<PAGE> 1
Registration No. 333-72913
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 / /
Pre-Effective Amendment No. / /
---
Post-Effective Amendment No. 1 /X/
---
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 / /
Amendment No. / /
---
(Check appropriate box or boxes.)
NML VARIABLE ANNUITY ACCOUNT A
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(Exact Name of Registrant)
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
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(Name of Depositor)
720 East Wisconsi Avenue, Milwaukee, Wisconsin 53202
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(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code 414-271-1444
------------
JOHN M. BREMER, Executive Vice President, General Counsel and Secretary
720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate space)
---- immediately upon filing pursuant to paragraph (b) of Rule 485
on (DATE) pursuant to paragraph (b) of Rule 485
----
60 days after filing pursuant to paragraph (a)(1) of Rule 485
----
X on March 31, 2000 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> 2
NML VARIABLE ANNUITY ACCOUNT A
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CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
N-4, Part A Heading in
Item Prospectus
- ----------- ----------
<S> <C>
1 .................................................. Cover Page
2 .................................................. Index of Special Terms
3 .................................................. Expense Table
4 .................................................. Accumulation Unit Values, Financial Statements
5 .................................................. The Company, NML Variable Annuity Account A, The
Funds
6 .................................................. Deductions, Distribution of the Contracts
7 .................................................. The Contracts, Owners of the Contracts, Application
of Purchase Payments, Transfers Between Divisions
and Payment Plans, Substitution and Change
8 .................................................. Variable Payment Plans, Description of Payment
Plans, Amount of Annuity Payments, Maturity
Benefit, Assumed Investment Rate, Transfers Between
Divisions and Payment Plans
9 .................................................. Death Benefit
10 .................................................. Amount and Frequency, Application of Purchase
Payments, Net Investment Factor, Distribution of
the Contracts
11 .................................................. Withdrawal Amount, Deferment of Benefit Payments,
Right to Examine Contract
12 .................................................. Federal Income Taxes
13 .................................................. Not Applicable
14 .................................................. Table of Contents for Statement of Additional
Information
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<CAPTION>
N-4, Part B Heading in Statement
Item of Additional Information
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<S> <C>
15 .................................................. Cover Page
16 .................................................. Table of Contents
17 .................................................. Not Applicable
18 .................................................. Experts
19 .................................................. Not Applicable
20 .................................................. Distribution of the Contracts
21 .................................................. Not Applicable
22 .................................................. Determination of Annuity Payments
23 .................................................. Financial Statements
</TABLE>
<PAGE> 3
March 31, 2000
NORTHWESTERN MUTUAL LIFE
The Quiet Company(R)
[LOGO]
NML VARIABLE ANNUITY ACCOUNT A
Individual Variable Annuity Contracts for Retirement
Plans of Self-Employed Persons and Their Employees
(PHOTO)
PROSPECTUSES
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> 4
================================================================================
NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance
MUTUAL LIFE Company NML Variable Annuity Account A
[LETTERHEAD]
March 31, 2000
PROFILE OF THE VARIABLE ANNUITY CONTRACT
This Profile is a summary of some of the more important points that you should
consider and know before purchasing the Contract. We describe the Contract more
fully in the prospectus which accompanies this Profile.
Please read the prospectus carefully.
1. THE ANNUITY CONTRACT The Contract provides retirement annuity benefits for
self-employed individuals (and their eligible employees). The Contract will
invest on a tax-deferred basis in your choice of sixteen investment portfolios.
The Contract also allows investment on a fixed basis in a guaranteed account.
The Contract is intended for retirement savings or other long-term investment
purposes. The Contract provides for a death benefit during the years when funds
are being accumulated and for a variety of income options following retirement.
The sixteen investment portfolios are listed in Section 4 below. These
portfolios bear varying amounts of investment risk. Those with more risk are
designed to produce a better long-term return than those with less risk. But
this is not guaranteed. You can also lose your money.
The amounts you invest on a fixed basis earn interest at a rate we declare from
time to time. We guarantee principal and we guarantee the interest rate for each
amount for at least one year.
You may invest in any or all of the sixteen investment portfolios. You may move
money among these portfolios without charge up to 12 times per year. After that,
a charge of $25 may apply. Transfers of amounts invested on a fixed basis are
subject to restrictions.
During the years when funds are being paid into your Contract, known as the
accumulation phase, the earnings accumulate on a tax-deferred basis. The
earnings are taxed as income if you make a withdrawal. The income phase begins
when you start receiving annuity payments from your Contract, usually at
retirement. Monthly annuity payments begin on the date you select.
The amount you accumulate in your Contract, including the results of investment
performance, will determine the amount of your monthly annuity payments.
2. ANNUITY PAYMENTS If you decide to begin receiving monthly annuity payments
from your Contract, you may choose one of three payment plans: (1) monthly
payments for a specified period of five to thirty years, as you select, (2)
monthly payments for your life (assuming you are the annuitant), and you may
choose to have payments continue to your beneficiary for the balance of ten or
twenty years if you die sooner; or (3) monthly payments for your life and for
the life of another person (usually your spouse) selected by you. After you
begin receiving monthly annuity payments you cannot change your selection if the
payments depend on your life or the life of another.
These payment plans are available to you on a variable or fixed basis. Variable
means that the amount accumulated in your Contract will continue to be invested
in one or more of the sixteen investment portfolios as you choose. Your monthly
annuity payments will vary up or down to reflect continuing investment
performance. Or you may choose a fixed annuity payment plan which guarantees the
amount you will receive each month.
3. PURCHASE We offer Front Load and Back Load Contracts, as briefly described in
Section 5. You may make purchase payments of $25 or more as you accumulate funds
in your Contract. For the Front Load Contract the minimum initial purchase
payment is $10,000. For Back Load Contracts we issue in non-tax-qualified
situations the minimum initial purchase payment is $5,000. Your Northwestern
Mutual Life agent will help you complete a Contract application form.
4. INVESTMENT CHOICES You may invest in any or all of the following investment
portfolios. All of these are described in the attached prospectuses for
Northwestern Mutual Series Fund, Inc. and the Russell Insurance Funds:
Northwestern Mutual Series Fund, Inc.
1. Small Cap Growth Stock Portfolio
2. Aggressive Growth Stock Portfolio
3. International Equity Portfolio
4. Index 400 Stock Portfolio
5. Growth Stock Portfolio
6. Growth and Income Stock Portfolio
7. Index 500 Stock Portfolio
8. Balanced Portfolio
9. High Yield Bond Portfolio
10. Select Bond Portfolio
11. Money Market Portfolio
Russell Insurance Funds
1. Multi-Style Equity Fund
2. Aggressive Equity Fund
3. Non-U.S. Fund
4. Real Estate Securities Fund
5. Core Bond Fund
You may also invest all or part of your funds on a fixed basis (the Guaranteed
Interest Fund).
PROFILE-i
<PAGE> 5
5. EXPENSES The Contract has insurance and investment features, and there are
costs related to them. For the Front Load Contract we deduct a sales load of
4.5% from your purchase payments. The percentage is lower when cumulative
purchase payments exceed $100,000. For the Back Load Contract there is no sales
load deducted from purchase payments but a withdrawal charge of 0% to 6%
applies, depending on the length of time the money you withdraw has been in the
Contract and the size of your Contract.
Each year we deduct a $30 Contract fee. Currently this fee is waived if the
value of your Contract is $25,000 or more.
We also deduct mortality and expense risk charges for the guarantees associated
with your Contract. These charges are at the annual rate of 0.50% for the Front
Load Contract. They begin at 1.25% for the Back Load Contract and are reduced to
0.50% for purchase payments that are no longer subject to withdrawal charges in
Contracts with a value of $25,000 or more.
The portfolios also bear investment charges that range from an annual rate of
0.20% to 1.30% of the average daily value of the portfolio, depending on the
investment portfolio you select. The following charts are designed to help you
understand the charges for the Front Load and Back Load Contracts. The first
three columns show the annual expenses as a percentage of assets including the
insurance charges, the portfolio charges and the total charges. Portfolio
expenses are based on 1999 expenses for the portfolios. Expenses for the
portfolios reflect fee waivers and expense reimbursements. The last two columns
show you examples of the charges, in dollars, you would pay. The examples
reflect the impact of the asset based charges, any sales loads or withdrawals
that would apply, and the $30 Contract fee calculated by dividing the annual
Contract fees collected by the average assets of the sub-account. The examples
assume that you invested $1,000 in a Contract which earns 5% annually and that
you withdraw your money at the end of year one, and at the end of year ten. Both
of these examples, for both Contracts, reflect aggregate charges on a cumulative
basis to the end of the 1 or 10-year period.
For more detailed information, see the Expense Table which begins on page 3 of
the attached prospectus for the Contracts.
EXPENSES
FRONT LOAD CONTRACT
<TABLE>
<CAPTION>
ANNUAL EXPENSES AS A PERCENTAGE OF ASSETS
Total Examples: *
Total Annual Annual Total Total Annual Charges At End of
Insurance Charges Portfolio Annual
Portfolio Charges Expenses 1 Year 10 Years
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock 0.52% (0.50% + 0.02%) 1.00% 1.42% $54 $203
Aggressive Growth Stock 0.52% (0.50% + 0.02%) 0.51% 0.93% $49 $150
International Equity 0.52% (0.50% + 0.02%) 0.74% 1.16% $51 $175
Index 400 Stock 0.52% (0.50% + 0.02%) 0.35% 0.77% $48 $132
Growth Stock 0.52% (0.50% + 0.02%) 0.43% 0.85% $48 $141
Growth and Income Stock 0.52% (0.50% + 0.02%) 0.57% 0.99% $50 $157
Index 500 Stock 0.52% (0.50% + 0.02%) 0.20% 0.62% $46 $114
Balanced 0.52% (0.50% + 0.02%) 0.30% 0.72% $47 $126
High Yield Bond 0.52% (0.50% + 0.02%) 0.50% 0.92% $49 $149
Select Bond 0.52% (0.50% + 0.02%) 0.30% 0.72% $47 $126
Money Market 0.52% (0.50% + 0.02%) 0.30% 0.72% $47 $126
Russell Insurance Funds
Multi-Style Equity 0.52% (0.50% + 0.02%) 0.92% 1.34% $53 $195
Aggressive Equity 0.52% (0.50% + 0.02%) 1.25% 1.67% $56 $230
Non-U.S. 0.52% (0.50% + 0.02%) 1.30% 1.72% $57 $235
Real Estate Securities 0.52% (0.50% + 0.02%) 1.15% 1.57% $55 $219
Core Bond 0.52% (0.50% + 0.02%) 0.80% 1.22% $52 $182
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
*TOTAL ANNUAL INSURANCE CHARGES INCLUDE THE INSURANCE CHARGES OF 0.50% PLUS
0.02% OF THE ASSETS TO REFLECT THE $30 CONTRACT FEE, BASED ON ACTUAL CONTRACT
FEES COLLECTED DIVIDED BY AVERAGE ASSETS OF THE SUB-ACCOUNT. THE ACTUAL IMPACT
OF THE CONTRACT FEE MAY BE GREATER OR LESS THAN 0.02%, DEPENDING UPON THE VALUE
OF YOUR CONTRACT.
NOTE: THE MINIMUM INITIAL PURCHASE PAYMENT FOR A FRONT LOAD CONTRACT IS $10,000.
THE NUMBERS ABOVE MUST BE MULTIPLIED BY 10 TO FIND THE EXPENSES FOR A FRONT LOAD
CONTRACT OF MINIMUM SIZE.
PROFILE-ii
<PAGE> 6
NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance
MUTUAL LIFE Company NML Variable Annuity Account A
[LETTERHEAD]
BACK LOAD CONTRACT
<TABLE>
<CAPTION>
ANNUAL EXPENSES AS A PERCENTAGE OF ASSETS
Total EXAMPLES: **
Total Annual Annual Total Total Annual Charges At End of
Insurance Charges Portfolio Annual
Portfolio Charges Expenses 1 Year 10 Years
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock 1.51% (1.25% + 0.26%) 1.00% 2.51% $105 $285
Aggressive Growth Stock 1.51% (1.25% + 0.26%) 0.51% 2.02% $101 $236
International Equity 1.51% (1.25% + 0.26%) 0.74% 2.25% $103 $259
Index 400 Stock 1.51% (1.25% + 0.26%) 0.35% 1.86% $96 $216
Growth Stock 1.51% (1.25% + 0.26%) 0.43% 1.94% $100 $227
Growth and Income Stock 1.51% (1.25% + 0.26%) 0.57% 2.08% $101 $242
Index 500 Stock 1.51% (1.25% + 0.26%) 0.20% 1.71% $97 $203
Balanced 1.51% (1.25% + 0.26%) 0.30% 1.81% $98 $213
High Yield Bond 1.51% (1.25% + 0.26%) 0.50% 2.01% $100 $234
Select Bond 1.51% (1.25% + 0.26%) 0.30% 1.81% $98 $213
Money Market 1.51% (1.25% + 0.26%) 0.30% 1.81% $98 $213
Russell Insurance Funds
Multi-Style Equity 1.51% (1.25% + 0.26%) 0.92% 2.43% $105 $277
Aggressive Equity 1.51% (1.25% + 0.26%) 1.25% 2.76% $108 $310
Non-U.S. 1.51% (1.25% + 0.26%) 1.30% 2.81% $108 $314
Real Estate Securities 1.51% (1.25% + 0.26%) 1.15% 2.66% $107 $300
Core Bond 1.51% (1.25% + 0.26%) 0.80% 2.31% $103 $265
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
**TOTAL ANNUAL INSURANCE CHARGES INCLUDE THE INSURANCE CHARGES OF 1.25% PLUS
0.26% OF THE ASSETS TO REFLECT THE $30 CONTRACT FEE, BASED ON ACTUAL CONTRACT
FEES COLLECTED DIVIDED BY AVERAGE ASSETS OF THE SUB-ACCOUNT. THE ACTUAL IMPACT
OF THE CONTRACT FEE MAY BE GREATER OR LESS THAN 0.26%, DEPENDING UPON THE VALUE
OF YOUR CONTRACT.
6. TAXES As a general rule, earnings on your Contract are not taxed until they
are withdrawn or taken as monthly annuity payments. A 10% federal tax penalty
may apply if you make withdrawals from the Contract before the employee reaches
age 59 1/2.
7. ACCESS TO YOUR MONEY You may take money out of your Contract at any time
before monthly annuity payments begin. For the Front Load Contract there is no
charge for withdrawals. For the Back Load Contract there is a withdrawal charge
of 6% or less, depending on how much money has been paid into the Contract and
how long it has been held there. Each purchase payment has its own withdrawal
charge period. When you make a withdrawal, we use the amounts that produce the
lowest withdrawal charge. After the first year, 10% of the Contract value on the
prior anniversary may be withdrawn without a withdrawal charge if the Contract
value is at least $10,000. For both Front Load and Back Load Contracts, you may
also have to pay income tax and a tax penalty on amounts you take out.
8. PERFORMANCE The value of your Contract will vary up or down reflecting the
performance of the investment portfolios you select. The chart below shows total
returns for each of the investment portfolios that was in operation, and used
with the Account, during the years shown. These numbers, for the Front Load
Contract and the Back Load Contract, reflect the asset-based charges for
mortality and expense risks, the annual Contract fees and investment expenses
for each portfolio. The numbers include the annual Contract fee in the amount of
0.02% for the Front Load Contract and 0.26% for the Back Load Contract. The
numbers do not reflect deductions from purchase payments for the Front Load
Contract or any withdrawal charge for the Back Load Contract. Those charges, if
applied, would reduce the performance. Past performance does not guarantee
future results.
PROFILE - iii
<PAGE> 7
NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance
MUTUAL LIFE Company NML Variable Annuity Account A
[LETTERHEAD]
PERFORMANCE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
FRONT LOAD CONTRACT
CALENDAR YEAR
PORTFOLIO 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Northwestern Mutual Series
Fund, Inc.
Small Cap Growth Stock* 85.61 NA NA NA NA NA NA NA NA NA
Aggressive Growth Stock 43.18 7.10 13.39 17.20 38.71 4.96 18.61 5.50 55.07 NA
International Equity 22.38 4.38 11.81 20.50 14.09 -0.52 NA NA NA NA
Index 400 Stock* 12.53 NA NA NA NA NA NA NA NA NA
Growth Stock 21.98 26.16 29.31 20.40 30.27 NA NA NA NA NA
Growth and Income Stock 7.03 22.62 29.48 19.46 30.57 NA NA NA NA NA
Index 500 Stock 20.40 28.18 32.64 22.23 36.68 0.77 9.31 6.81 29.02 NA
Balanced 10.73 18.38 21.01 12.97 25.86 -0.44 9.12 4.88 23.42 0.62
High Yield Bond -0.88 -2.26 15.36 19.26 16.29 NA NA NA NA NA
Select Bond -1.44 6.62 9.00 2.88 18.60 -3.24 9.87 6.54 16.39 7.87
Money Market 4.66 4.98 5.03 4.84 5.38 3.62 2.42 2.91 5.25 7.58
Russell Insurance Funds
Multi-Style Equity* 7.31 NA NA NA NA NA NA NA NA NA
Aggressive Equity* 10.62 NA NA NA NA NA NA NA NA NA
Non-U.S.* 25.01 NA NA NA NA NA NA NA NA NA
Real Estate Securities* -7.51 NA NA NA NA NA NA NA NA NA
Core Bond* -1.13 NA NA NA NA NA NA NA NA NA
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
BACK LOAD CONTRACT
CALENDAR YEAR
PORTFOLIO 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Northwestern Mutual Series
Fund, Inc.
Small Cap Growth Stock* 84.56 NA NA NA NA NA NA NA NA NA
Aggressive Growth Stock 41.63 5.95 12.16 15.93 37.21 3.83 17.33 4.36 53.66 NA
International Equity 21.06 3.25 10.60 19.19 12.86 -1.59 NA NA NA NA
Index 400 Stock* 11.89 NA NA NA NA NA NA NA NA NA
Growth Stock 20.66 24.79 27.91 19.09 28.87 NA NA NA NA NA
Growth and Income Stock 5.87 21.29 28.08 18.16 29.16 NA NA NA NA NA
Index 500 Stock 19.10 26.80 31.21 20.90 35.20 -0.32 8.13 5.65 27.61 NA
Balanced 9.54 17.10 19.70 11.74 24.50 -1.51 7.94 3.74 22.08 -0.49
High Yield Bond -1.95 -3.31 14.12 17.97 15.03 NA NA NA NA NA
Select Bond -2.50 5.47 7.83 1.76 17.32 -4.29 8.68 5.38 15.13 6.70
Money Market 3.53 3.85 3.89 3.70 4.24 2.50 1.31 1.79 4.11 6.41
Russell Insurance Funds
Multi-Style Equity* 6.70 NA NA NA NA NA NA NA NA NA
Aggressive Equity* 9.99 NA NA NA NA NA NA NA NA NA
Non-U.S.* 24.30 NA NA NA NA NA NA NA NA NA
Real Estate Securities* -8.03 NA NA NA NA NA NA NA NA NA
Core Bond* -1.69 NA NA NA NA NA NA NA NA NA
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
*FROM COMMENCEMENT OF OPERATIONS ON APRIL 30, 1999 THROUGH DECEMBER 31, 1999.
9. DEATH BENEFIT If you die before age 75, and before monthly annuity payments
begin, your beneficiary will receive a death benefit. The amount will be the
value of your Contract or, if greater, the amount you have paid in. We offer an
enhanced death benefit at extra cost. We increase the enhanced death benefit on
each Contract anniversary, up to age 80, if the Contract value has increased.
The death benefit may be adjusted, of course, for any withdrawals you have made.
The death benefit will be paid as a lump sum or your beneficiary may select a
monthly annuity payment plan, or the Contract may be continued in force with a
contingent annuitant.
PROFILE - iv
<PAGE> 8
NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance
MUTUAL LIFE Company NML Variable Annuity Account A
[LETTERHEAD]
10. OTHER INFORMATION
FREE LOOK. If you return the Contract within ten days after you receive it (or
whatever period is required in your state), we will send your money back. There
is no charge for our expenses but the amount you receive may be more or less
than what you paid, based on actual investment experience following the date we
received your purchase payment.
AVOID PROBATE. In most cases, when you die, your beneficiary will receive the
full death benefit of your Contract without going through probate.
AUTOMATIC DOLLAR-COST AVERAGING. With our Dollar-Cost Averaging Plan, you can
arrange to have a regular amount of money ($100 minimum) automatically
transferred from the Money Market Portfolio into the portfolio or portfolios you
have chosen on a monthly or quarterly basis.
ELECTRONIC FUNDS TRANSFER (EFT). Another convenient way to invest using the
dollar-cost averaging approach is through our EFT Plan. These automatic
checkbook withdrawals allow you to add to your portfolio(s) on a regular monthly
basis through payments drawn directly on your checking account.
SYSTEMATIC WITHDRAWAL PLAN. You can arrange to have regular amounts of money
sent to you while your Contract is still in the accumulation phase. Our
Systematic Withdrawal Plan allows you to automatically redeem accumulation units
to generate monthly payments. Of course you may have to pay taxes on amounts you
receive.
AUTOMATIC REQUIRED MINIMUM DISTRIBUTIONS. You can arrange for annual required
minimum distributions to be sent to you automatically once you turn age 70 1/2.
DIVIDENDS. We are paying dividends on approximately 18% of our inforce variable
annuity contracts in 1999, primarily older, larger contracts. The dividends
arise principally as a result of more favorable expense results than assumed in
determining deductions on these contracts.
PORTFOLIO REBALANCING. To help you maintain your asset allocation plan over time
we offer a rebalancing service. This will automatically readjust your current
investment option allocations, on a periodic basis, back to the allocation
percentages you have selected.
INTEREST SWEEPS. If you select this service we will automatically sweep or
transfer interest from the Guaranteed Interest Fund to any combination of
variable investment options. Interest earnings can be swept monthly, quarterly,
semi-annually or annually.
NML EXPRESS. 1-800-519-4NML (1-800-519-4665). Get up-to-date information about
your contract at your convenience with your contract number and your Personal
Identification Number (PIN). Call toll-free to review contract values and unit
values, transfer among portfolios, change the allocation and obtain fund
performance information.
INTERNET. For information about Northwestern Mutual Life, visit us on our
Website. Included are daily unit values, fund performance information and access
to current values for Contracts you own.
WWW.NORTHWESTERNMUTUAL.COM
11. INQUIRIES If you need more information, please contact us at:
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, 720 EAST WISCONSIN AVENUE,
MILWAUKEE, WISCONSIN 53202; (414) 271-1444.
PROFILE-v
<PAGE> 9
P R O S P E C T U S
NML VARIABLE ANNUITY ACCOUNT A
This prospectus describes individual variable annuity contracts (the
"Contracts") offered by The Northwestern Mutual Life Insurance Company
("Northwestern Mutual Life") to provide retirement annuity benefits for
self-employed individuals (and their eligible employees) who adopt plans meeting
the requirements of Sections 401 or 403(a) of the Internal Revenue Code of 1986,
as amended. These plans, popularly called HR-10 Plans, afford certain federal
income tax benefits to employers and to employees and their beneficiaries.
We use NML Variable Annuity Account A (the "Account") to keep the money you
invest separate from our general assets. The money in the Account is invested in
the eleven portfolios of Northwestern Mutual Series Fund, Inc. and the five
Russell Insurance Funds. You select the Portfolios or Funds in which you want to
invest. The Account has 16 Divisions that correspond to the 11 Portfolios and 5
Funds in which you may invest. The Contracts also permit you to invest on a
fixed basis, at rates that we determine. This prospectus describes only the
Account and the variable provisions of the Contracts except where there are
specific references to the fixed provisions.
We offer two versions of the Contracts: Front Load Contracts and Back Load
Contracts. See the Expense table on page 3 and the Deductions section, beginning
on page 18.
This prospectus is a concise description of the information you should know
before you buy a Contract. We have filed additional information about the
Contracts with the Securities and Exchange Commission in a Statement of
Additional Information. We incorporate the Statement of Additional Information
into this prospectus by reference. We will send you the Statement of Additional
Information without charge if you write to The Northwestern Mutual Life
Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin, 53202, or
call us at Telephone Number (414) 271-1444. You will find the table of contents
for the Statement of Additional Information following page 21 of this
prospectus.
This prospectus is valid only when accompanied by the current prospectuses for
Northwestern Mutual Series Fund, Inc. and Russell Insurance Funds which are
attached to this prospectus. You should retain this prospectus for future
reference.
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
The date of this prospectus and the Statement of Additional Information is March
31, 2000.
1
<PAGE> 10
CONTENTS FOR THIS PROSPECTUS
PAGE
----
PROSPECTUS......................................1
NML Variable Annuity Account A..............1
INDEX OF SPECIAL TERMS..........................3
EXPENSE TABLE...................................3
ACCUMULATION UNIT VALUES........................6
THE COMPANY....................................11
NML VARIABLE ANNUITY
ACCOUNT A...................................11
THE FUNDS......................................11
THE CONTRACTS..................................12
Purchase Payments Under the Contracts......12
Amount and Frequency.....................12
Application of Purchase Payments.........12
Net Investment Factor......................13
Benefits Provided Under the Contracts......13
Withdrawal Amount........................13
Death Benefit............................13
Maturity Benefit.........................14
Variable Payment Plans.....................14
Description of Payment Plans.............14
Amount of Annuity Payments...............14
Assumed Investment Rate..................14
Additional Information.....................15
Transfers Between Divisions and
Payment Plans..........................15
Gender-Based Annuity Payment Rates.......15
Owners of the Contracts..................15
Deferment of Benefit Payments............15
Dividends................................15
Substitution and Change..................16
Fixed Annuity Payment Plans..............16
Financial Statements.....................16
THE GUARANTEED INTEREST FUND...................16
FEDERAL INCOME TAXES...........................17
Contribution Limits........................17
Taxation of Contract Benefits..............17
Minimum Distribution Requirements..........17
Taxation of Northwestern Mutual Life.......18
DEDUCTIONS.....................................18
Sales Load.................................18
Mortality Rate and Expense Risk Charges....18
Contract Fee...............................19
Withdrawal Charge..........................19
Enhanced Death Benefit Charge..............19
Premium Taxes..............................19
Expenses for the Portfolios and Funds......19
Contracts Issued Prior to March 31, 2000...20
Contracts Issued Prior to March 31, 1995...20
Contracts Issued Prior to
December 17, 1981........................20
Dividends for Contracts Issued Prior to
March 31, 2000...........................20
Reduced Charges for Exchange
Transactions.............................20
DISTRIBUTION OF THE CONTRACTS..................21
THE TABLE OF CONTENTS FOR THE STATEMENT OF
ADDITIONAL INFORMATION APPEARS ON THE PAGE
FOLLOWING PAGE 21 OF THIS PROSPECTUS.
2
<PAGE> 11
INDEX OF SPECIAL TERMS
The following special terms used in this prospectus are discussed at the pages
indicated.
<TABLE>
<CAPTION>
TERM PAGE TERM PAGE
- ---- ---- ---- ----
<S> <C> <C> <C>
ACCUMULATION UNIT...................................12 ANNUITANT.........................................15
ANNUITY (or ANNUITY PAYMENTS).......................14 MATURITY DATE.....................................14
NET INVESTMENT FACTOR...............................13 OWNER.............................................15
PAYMENT PLANS.......................................14 WITHDRAWAL AMOUNT.................................13
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
EXPENSE TABLE
<TABLE>
<CAPTION>
FRONT LOAD CONTRACT ANNUAL EXPENSES OF THE ACCOUNT
TRANSACTION EXPENSES FOR CONTRACTOWNERS (AS A PERCENTAGE OF ASSETS)
- --------------------------------------- ----------------------------
<S> <C>
Maximum Sales Load (as a percentage Mortality and Expense Risk Fees................0.50%
of purchase payments)..........................4.5% Other Expenses.................................None
----
Withdrawal Charge..............................None Total Separate Account Annual Expenses.........0.50%
ANNUAL CONTRACT FEE
-------------------
$30; waived if the Contract Value equals or exceeds
$25,000
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
BACK LOAD CONTRACT ANNUAL EXPENSES OF THE ACCOUNT
TRANSACTION EXPENSES FOR CONTRACTOWNERS (AS A PERCENTAGE OF ASSETS)
- --------------------------------------- ----------------------------
<S> <C>
Sales Load (as a percentage of purchase Mortality and Expense Risk Fees................1.25%
payments)......................................None Other Expenses.................................None
----
Withdrawal Charge for Sales Expenses Total Separate Account Annual Expenses.........1.25%
(as a percentage of amounts paid)..............0%-6%
ANNUAL CONTRACT FEE
-------------------
$30; waived if the Contract Value equals or exceeds
$25,000
</TABLE>
ANNUAL EXPENSES OF THE PORTFOLIOS AND FUNDS
(AS A PERCENTAGE OF THE ASSETS)
<TABLE>
<CAPTION>
TOTAL ANNUAL
EXPENSES
MANAGEMENT FEES OTHER (AFTER EXPENSE
(AFTER FEE WAIVER) EXPENSES REIMBURSEMENT)
------------------ -------- --------------
<S> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
- -------------------------------------
Small Cap Growth Stock 0.79% 0.21% 1.00%
Aggressive Growth Stock 0.51% 0.00% 0.51%
International Equity 0.67% 0.07% 0.74%
Index 400 Stock 0.25% 0.10% 0.35%
Growth Stock 0.43% 0.00% 0.43%
Growth and Income Stock 0.57% 0.00% 0.57%
Index 500 Stock 0.20% 0.00% 0.20%
Balanced 0.30% 0.00% 0.30%
High Yield Bond 0.49% 0.01% 0.50%
Select Bond 0.30% 0.00% 0.30%
Money Market 0.30% 0.00% 0.30%
Russell Insurance Funds*
- ------------------------
Multi-Style Equity 0.49% 0.43% 0.92%
Aggressive Equity 0.53% 0.72% 1.25%
Non-U.S. 0.00% 1.30% 1.30%
Real Estate Securities 0.85% 0.30% 1.15%
Core Bond 0.12% 0.68% 0.80%
- -------------------------------------
</TABLE>
* For the Russell Insurance Funds, the adviser has voluntarily agreed to waive a
portion of the management fee, up to the full amount of the fee, equal to the
amount by which the Fund's total operating expenses exceed the amounts shown
above under "Total Annual Expenses (After Expense Reimbursement)". The adviser
has also agreed to reimburse the Fund for all remaining expenses after fee
waivers which exceed the amounts shown above under that heading. Absent the fee
waiver and expense reimbursement, the management fees and total annual expenses
would be 0.78% and 0.93% for the Multi-Style Equity Fund; 0.95% and 1.34% for
the Aggressive Equity Fund; 0.95% and 1.50% for the Non-U.S. Fund; 0.85% and
1.15% for the Real Estate Securities Fund; and 0.60% and 0.85% for the Core Bond
Fund.
3
<PAGE> 12
EXAMPLE
FRONT LOAD CONTRACT - You would pay the following expenses on each $1,000
investment, assuming 5% annual return:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
- -------------------------------------
Small Cap Growth Stock $54 $83 $115 $203
Aggressive Growth Stock $49 $68 $ 89 $150
International Equity $51 $75 $101 $175
Index 400 Stock $48 $64 $ 81 $132
Growth Stock $48 $66 $ 85 $141
Growth and Income Stock $50 $70 $ 93 $157
Index 500 Stock $46 $59 $ 73 $114
Balanced $47 $62 $ 78 $126
High Yield Bond $49 $68 $ 89 $149
Select Bond $47 $62 $ 78 $126
Money Market $47 $62 $ 78 $126
Russell Insurance Funds
- -----------------------
Multi-Style Equity $53 $81 $111 $195
Aggressive Equity $56 $91 $127 $230
Non-U.S. $57 $92 $130 $235
Real Estate Securities $55 $88 $122 $219
Core Bond $52 $77 $104 $182
</TABLE>
NOTE: THE MINIMUM INITIAL PURCHASE PAYMENT FOR A FRONT-LOAD CONTRACT IS $10,000.
YOU MUST MULTIPLY THE NUMBERS ABOVE BY 10 TO FIND THE EXPENSES FOR A FRONT-LOAD
CONTRACT OF MINIMUM SIZE.
EXAMPLE
BACK LOAD CONTRACT - You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) surrender just prior to the
end of each time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
- -------------------------------------
Small Cap Growth Stock $105 $138 $174 $285
Aggressive Growth Stock $101 $124 $149 $236
International Equity $103 $131 $161 $259
Index 400 Stock $ 96 $116 $138 $216
Growth Stock $100 $121 $145 $227
Growth and Income Stock $101 $125 $152 $242
Index 500 Stock $ 97 $114 $133 $203
Balanced $ 98 $117 $138 $213
High Yield Bond $100 $123 $149 $234
Select Bond $ 98 $117 $138 $213
Money Market $ 98 $117 $138 $213
Russell Insurance Funds
- -----------------------
Multi-Style Equity $105 $136 $170 $277
Aggressive Equity $108 $146 $186 $310
Non-U.S. $108 $147 $189 $314
Real Estate Securities $107 $143 $181 $300
Core Bond $103 $132 $164 $265
</TABLE>
4
<PAGE> 13
You would pay the following expenses on the same $1,000 investment, assuming no
surrender or annuitization:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock $25 $78 $134 $285
Aggressive Growth Stock $21 $64 $109 $236
International Equity $23 $71 $121 $259
Index 400 Stock $16 $56 $ 98 $216
Growth Stock $20 $61 $105 $227
Growth and Income Stock $21 $65 $112 $242
Index 500 Stock $17 $54 $ 93 $203
Balanced $18 $57 $ 98 $213
High Yield Bond $20 $63 $109 $234
Select Bond $18 $57 $ 98 $213
Money Market $18 $57 $ 98 $213
Russell Insurance Funds
Multi-Style Equity $25 $76 $130 $277
Aggressive Equity $28 $86 $146 $310
Non-U.S. $28 $87 $149 $314
Real Estate Securities $27 $83 $141 $300
Core Bond $23 $72 $124 $265
</TABLE>
The purpose of the table above is to assist a Contract Owner in understanding
the expenses paid by the Account and the Portfolios and Funds and borne by
investors in the Contracts. The sales load for a Front Load Contract depends on
the amount of cumulative purchase payments. For the Back Load Contract the
mortality and expense risk charge and the withdrawal charge depend on the length
of time funds have been held under the Contract and the amounts held. The table
shows the maximum charges. The $30 annual Contract fee is reflected as 0.02% for
the Front Load Contract and 0.26% for the Back Load Contract based on the annual
Contract fees collected divided by the average assets of the Division. The
Contracts provide for charges for transfers between the Divisions of the Account
and for premium taxes, but we are not currently making such charges. See
"Transfers Between Divisions and Payment Plans", p. 15 and "Deductions", p. 18,
for additional information about expenses for the Contracts. The expenses shown
in the table for the Portfolios and Funds show the annual expenses for each, as
a percentage of their average net assets, based on 1999 operations for the
Portfolios and their predecessors and the Funds. Expenses for each of the
Russell Insurance Funds reflect fee waivers and expense reimbursements that the
Funds' adviser has voluntarily agreed to make for the year 2000. These may be
changed at any time without notice. Absent the fee waivers and expense
reimbursements the expenses would be higher. See the disclosure at the bottom of
page 3. For additional information about expenses of the Portfolios and Funds,
see the prospectuses for Northwestern Mutual Series Fund, Inc. and the Russell
Insurance Funds attached to this prospectus.
The example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown, subject to
the guarantees of the Contracts.
The tables on the following pages present the accumulation unit values for
Contracts issued prior to the date of this prospectus. The Contracts issued
prior to the date of this prospectus are different in certain material respects
from Contracts offered currently. The values shown below for Back Load Contracts
issued on or after December 17, 1981 and prior to March 31, 2000 are calculated
on the same basis as those for the Class B Accumulation Units for the Back Load
Contracts described in this prospectus.
5
<PAGE> 14
ACCUMULATION UNIT VALUES
CONTRACTS ISSUED ON OR AFTER MARCH 31, 1995 AND PRIOR TO MARCH 31, 2000
NORTHWESTERN MUTUAL SERIES FUND, INC.
<TABLE>
<CAPTION>
FOR YEARS ENDED
DECEMBER 31 FOR THE NINE
------------------------------------------------------- MONTHS ENDED
1999 1998 1997 1996 DEC. 31, 1995
---------- --------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
SMALL CAP GROWTH STOCK DIVISION
Front Load Version
Beginning of Period* $ 1.000 -- -- -- --
End of Period $ 1.856 -- -- -- --
Back Load Version
Beginning of Period* $ 1.000 -- -- -- --
End of Period $ 1.846 -- -- -- --
Number of Units
Outstanding, End of Period
Front Load 149,996 -- -- -- --
Back Load 481,140 -- -- -- --
AGGRESSIVE GROWTH STOCK DIVISION
Front Load Version
Beginning of Period $ 1.859 $ 1.735 $ 1.530 $ 1.305 $ 1.000
End of Period $ 2.662 $ 1.859 $ 1.735 $ 1.530 $ 1.305
Back Load Version
Beginning of Period $ 3.808 $ 3.585 $ 3.188 $ 2.743 $ 2.115
End of Period $ 5.408 $ 3.808 $ 3.585 $ 3.188 $ 2.743
Number of Units
Outstanding, End of Period
Front Load 1,185,824 1,195,051 832,513 568,732 255,895
Back Load 3,585,337 3,703,653 2,962,218 1,734,023 407,729
INTERNATIONAL EQUITY DIVISION
Front Load Version
Beginning of Period $ 1.605 $ 1.537 $ 1.374 $ 1.140 $ 1.000
End of Period $ 1.964 $ 1.605 $ 1.537 $ 1.374 $ 1.140
Back Load Version
Beginning of Period $ 1.893 $ 1.829 $ 1.649 $ 1.380 $ 1.218
End of Period $ 2.298 $ 1.893 $ 1.829 $ 1.649 $ 1.380
Number of Units
Outstanding, End of Period
Front Load 727,940 669,024 575,775 286,469 32,573
Back Load 3,063,127 3,028,502 2,488,184 1,281,128 374,986
INDEX 400 STOCK DIVISION
Front Load Version
Beginning of Period* $ 1.000 -- -- -- --
End of Period $ 1.125 -- -- -- --
Back Load Version
Beginning of Period* $ 1.000 -- -- -- --
End of Period $ 1.119 -- -- -- --
Number of Units
Outstanding, End of Period
Front Load 162,971 -- -- -- --
Back Load 388,194 -- -- -- --
GROWTH STOCK DIVISION
Front Load Version
Beginning of Period $ 2.375 $ 1.883 $ 1.456 $ 1.209 $ 1.000
End of Period $ 2.898 $ 2.375 $ 1.883 $ 1.456 $ 1.209
Back Load Version
Beginning of Period $ 2.491 $ 1.991 $ 1.552 $ 1.300 $ 1.082
End of Period $ 3.013 $ 2.491 $ 1.991 $ 1.552 $ 1.300
Number of Units
Outstanding, End of Period
Front Load 613,097 447,934 422,029 257,158 103,292
Back Load 3,381,484 2,761,432 1,870,296 922,390 227,218
GROWTH AND INCOME STOCK DIVISION
Front Load Version
Beginning of Period $ 2.271 $ 1.852 $ 1.430 $ 1.197 $ 1.000
End of Period $ 2.431 $ 2.271 $ 1.852 $ 1.430 $ 1.197
Back Load Version
Beginning of Period $ 2.382 $ 1.959 $ 1.525 $ 1.287 $ 1.083
End of Period $ 2.528 $ 2.382 $ 1.959 $ 1.525 $ 1.287
Number of Units
Outstanding, End of Period
Front Load 757,434 736,836 540,977 208,323 114,414
Back Load 3,306,924 3,046,517 1,940,827 1,215,721 310,321
<CAPTION>
FOR YEARS ENDED
DECEMBER 31 FOR THE NINE
------------------------------------------------------- MONTHS ENDED
1999 1998 1997 1996 DEC. 31, 1995
---------- --------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
INDEX 500 STOCK DIVISION
Front Load Version
Beginning of Period $ 2.597 $ 2.026 $ 1.527 $ 1.249 $ 1.000
End of Period $ 3.128 $ 2.597 $ 2.026 $ 1.527 $ 1.249
Back Load Version
Beginning of Period $ 4.037 $ 3.175 $ 2.414 $ 1.991 $ 1.604
End of Period $ 4.820 $ 4.037 $ 3.175 $ 2.414 $ 1.991
Number of Units
Outstanding, End of Period
Front Load 1,247,611 1,057,935 690,248 454,096 278,235
Back Load 5,417,756 4,504,322 3,279,176 1,970,961 471,752
BALANCED DIVISION
Front Load Version
Beginning of Period $ 1.912 $ 1.615 $ 1.334 $ 1.181 $ 1.000
End of Period $ 2.118 $ 1.912 $ 1.615 $ 1.334 $ 1.181
Back Load Version
Beginning of Period $ 6.771 $ 5.768 $ 4.806 $ 4.290 $ 3.655
End of Period $ 7.436 $ 6.771 $ 5.768 $ 4.806 $ 4.290
Number of Units
Outstanding, End of Period
Front Load 1,800,477 1,768,955 1,296,330 786,271 164,302
Back Load 2,897,246 2,565,265 2,109,606 1,347,427 372,457
HIGH YIELD BOND DIVISION
Front Load Version
Beginning of Period $ 1.496 $ 1.530 $ 1.326 $ 1.112 $ 1.000
End of Period $ 1.483 $ 1.496 $ 1.530 $ 1.326 $ 1.112
Back Load Version
Beginning of Period $ 1.546 $ 1.595 $ 1.394 $ 1.178 $ 1.067
End of Period $ 1.520 $ 1.546 $ 1.595 $ 1.394 $ 1.178
Number of Units
Outstanding, End of Period
Front Load 380,690 400,132 95,718 55,625 --
Back Load 1,174,446 1,400,604 967,118 572,121 138,470
SELECT BOND DIVISION
Front Load Version
Beginning of Period $ 1.350 $ 1.266 $ 1.161 $ 1.129 $ 1.000
End of Period $ 1.331 $ 1.350 $ 1.266 $ 1.161 $ 1.129
Back Load Version
Beginning of Period $ 7.088 $ 6.703 $ 6.201 $ 6.078 $ 5.419
End of Period $ 6.929 $ 7.088 $ 6.703 $ 6.201 $ 6.078
Number of Units
Outstanding, End of Period
Front Load 214,565 159,609 72,941 38,713 26,732
Back Load 364,139 368,314 271,027 182,907 50,828
MONEY MARKET DIVISION
Front Load Version
Beginning of Period $ 1.203 $ 1.146 $ 1.091 $ 1.040 $ 1.000
End of Period $ 1.259 $ 1.203 $ 1.146 $ 1.091 $ 1.040
Back Load Version
Beginning of Period $ 2.431 $ 2.335 $ 2.241 $ 2.156 $ 2.086
End of Period $ 2.523 $ 2.431 $ 2.335 $ 2.241 $ 2.156
Number of Units
Outstanding, End of Period
Front Load 1,980,615 1,564,597 1,439,686 1,843,605 327,441
Back Load 1,892,502 1,515,128 1,081,227 1,123,081 379,473
</TABLE>
* The initial investments in the Small Cap Growth Stock Division and Index 400
Stock Division were made on April 30, 1999. **The initial investment was made on
April 30, 1999.
6
<PAGE> 15
ACCUMULATION UNIT VALUES
(CONTINUED)
RUSSELL INSURANCE FUNDS
<TABLE>
<CAPTION>
FOR THE EIGHT MONTHS ENDED FOR THE EIGHT MONTHS ENDED
-------------------------- --------------------------
DECEMBER 31 DECEMBER 31
----------- -----------
1999 1999
---- ----
<S> <C> <C>
MULTI-STYLE EQUITY DIVISION REAL ESTATE SECURITIES DIVISION
Front Load Version Front Load Version
Beginning of Period* $ 1.000 Beginning of Period* $ 1.000
End of Period $ 1.073 End of Period $ .925
Back Load Version Back Load Version
Beginning of Period* $ 1.000 Beginning of Period* $ 1.000
End of Period $ 1.067 End of Period $ .920
Number of Units Number of Units
Outstanding, End of Period Outstanding, End of Period
Front Load 321,514 Front Load 19,288
Back Load 535,268 Back Load 88,176
AGGRESSIVE EQUITY DIVISION CORE BOND DIVISION
Front Load Version Front Load Version
Beginning of Period* $ 1.000 Beginning of Period* $ 1.000
End of Period $ 1.106 End of Period $ .989
Back Load Version Back Load Version
Beginning of Period* $ 1.000 Beginning of Period* $ 1.000
End of Period $ 1.100 End of Period $ .983
Number of Units Number of Units
Outstanding, End of Period Outstanding, End of Period
Front Load 87,678 Front Load 26,817
Back Load 182,385 Back Load 93,910
NON-U.S. DIVISION
Front Load Version
Beginning of Period* $ 1.000
End of Period $ 1.250
Back Load Version
Beginning of Period* $ 1.000
End of Period $ 1.243
Number of Units
Outstanding, End of Period
Front Load 81,105
Back Load 205,407
</TABLE>
*The initial investment was made on April 30, 1999.
7
<PAGE> 16
ACCUMULATION UNIT VALUES
CONTRACTS ISSUED AFTER DECEMBER 16, 1981 AND PRIOR TO MARCH 31, 1995
NORTHWESTERN MUTUAL SERIES FUND, INC.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
---------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
SMALL CAP GROWTH STOCK
DIVISION
Beginning of Period# $ 1.000 -- -- -- -- -- --
End of Period $ 1.846 -- -- -- -- -- --
Number of Units
Outstanding, End of
Period 1,898,627 -- -- -- -- -- --
AGGRESSIVE GROWTH
STOCK DIVISION
Beginning of Period* $ 3.808 $ 3.585 $ 3.188 $ 2.743 $ 1.994 $ 1.915 $ 1.628
End of Period $ 5.408 $ 3.808 $ 3.585 $ 3.188 $ 2.743 $ 1.994 $ 1.915
Number of Units
Outstanding, End of
Period 14,666,263 18,213,135 20,861,309 21,479,837 19,083,707 17,290,856 11,319,698
INTERNATIONAL EQUITY
DIVISION
Beginning of Period** $ 1.893 $ 1.829 $ 1.649 $ 1.380 $ 1.220 $ 1.236 $ 1.000
End of Period $ 2.298 $ 1.893 $ 1.829 $ 1.649 $ 1.380 $ 1.220 $ 1.236
Number of Units
Outstanding, End of
Period 15,307,814 19,261,448 22,910,908 22,132,206 21,338,267 21,538,113 8,548,091
INDEX 400 STOCK
DIVISION
Beginning of Period# $ 1.000 -- -- -- -- -- --
End of Period $ 1.119 -- -- -- -- -- --
Number of Units
Outstanding, End of
Period 1,241,398 -- -- -- -- -- --
GROWTH STOCK DIVISION
Beginning of Period+ $ 2.491 $ 1.991 $ 1.552 $ 1.300 $ 1.006 $ 1.000 --
End of Period $ 3.013 $ 2.491 $ 1.991 $ 1.552 $ 1.300 $ 1.006 --
Number of Units
Outstanding, End of
Period 8,576,102 7,215,894 6,045,075 4,845,965 2,970,905 1,311,686 --
GROWTH AND INCOME STOCK
DIVISION
Beginning of Period+ $ 2.382 $ 1.959 $ 1.525 $ 1.287 $ 0.994 $ 1.000 --
End of Period $ 2.528 $ 2.382 $ 1.959 $ 1.525 $ 1.287 $ 0.994 --
Number of Units
Outstanding, End of
Period 9,502,862 10,866,893 8,963,724 7,054,484 5,605,215 3,129,287 --
INDEX 500 STOCK
DIVISION
Beginning of Period* $ 4.037 $ 3.175 $ 2.414 $ 1.991 $ 1.469 $ 1.470 $ 1.356
End of Period $ 4.820 $ 4.037 $ 3.175 $ 2.414 $ 1.991 $ 1.469 $ 1.470
Number of Units
Outstanding, End of
Period 20,900,522 21,467,931 21,531,879 20,092,060 18,961,291 17,624,809 16,051,619
BALANCED DIVISION
Beginning of Period $ 6.771 $ 5.768 $ 4.806 $ 4.290 $ 3.436 $ 3.480 $ 3.216
End of Period $ 7.436 $ 6.771 $ 5.768 $ 4.806 $ 4.290 $ 3.436 $ 3.480
Number of Units
Outstanding, End of
Period 35,440,432 40,487,926 44,638,127 48,457,793 52,575,295 59,200,252 63,940,609
HIGH YIELD BOND
DIVISION
Beginning of Period+ $ 1.546 $ 1.595 $ 1.394 $ 1.178 $ 1.022 $ 1.000 --
End of Period $ 1.520 $ 1.546 $ 1.595 $ 1.394 $ 1.178 $ 1.022 --
Number of Units
Outstanding, End of
Period 2,904,325 3,974,656 3,770,055 2,456,295 1,609,770 1,215,989 --
SELECT BOND DIVISION
Beginning of Period $ 7.088 $ 6.703 $ 6.201 $ 6.078 $ 5.167 $ 5.384 $ 4.941
End of Period $ 6.929 $ 7.088 $ 6.703 $ 6.201 $ 6.078 $ 5.167 $ 5.384
Number of Units
Outstanding, End of
Period 1,914,749 2,171,879 2,252,704 2,691,481 2,778,441 2,923,557 2,937,137
MONEY MARKET DIVISION
Beginning of Period $ 2.431 $ 2.335 $ 2.241 $ 2.156 $ 2.063 $ 2.007 $ 1.976
End of Period $ 2.523 $ 2.431 $ 2.335 $ 2.241 $ 2.156 $ 2.063 $ 2.007
Number of Units
Outstanding, End of
Period 7,329,873 6,699,739 6,270,333 7,029,739 7,896,022 8,608,326 7,614,186
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
---------------------------------------
1992 1991 1990
---- ---- ----
<C> <C> <C>
SMALL CAP GROWTH STOCK
DIVISION
Beginning of Period# -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
AGGRESSIVE GROWTH
STOCK DIVISION
Beginning of Period* $ 1.556 $ 1.010 $ 1.000
End of Period $ 1.628 $ 1.556 $ 1.010
Number of Units
Outstanding, End of
Period 7,939,571 3,208,965 81,406
INTERNATIONAL EQUITY
DIVISION
Beginning of Period** -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
INDEX 400 STOCK
DIVISION
Beginning of Period# -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
GROWTH STOCK DIVISION
Beginning of Period+ -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
GROWTH AND INCOME STOCK
DIVISION
Beginning of Period+ -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
INDEX 500 STOCK
DIVISION
Beginning of Period* $ 1.280 $ 1.000 $ 1.000
End of Period $ 1.356 $ 1.280 $ 1.000
Number of Units
Outstanding, End of
Period 4,774,008 2,593,051 30,451
BALANCED DIVISION
Beginning of Period $ 3.092 $ 2.526 $ 2.531
End of Period $ 3.216 $ 3.092 $ 2.526
Number of Units
Outstanding, End of
Period 62,756,051 59,013,265 8,632,612
HIGH YIELD BOND
DIVISION
Beginning of Period+ -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
SELECT BOND DIVISION
Beginning of Period $ 4.677 $ 4.052 $ 3.787
End of Period $ 4.941 $ 4.677 $ 4.052
Number of Units
Outstanding, End of
Period 2,667,880 2,087,901 1,970,476
MONEY MARKET DIVISION
Beginning of Period $ 1.936 $ 1.855 $ 1.739
End of Period $ 1.976 $ 1.936 $ 1.855
Number of Units
Outstanding, End of
Period 8,478,941 9,098,558 10,506,714
</TABLE>
# The initial investments in the Small Cap Growth Stock Division and Index 400
Stock Division were made on April 30, 1999.
* The initial investments in the Aggressive Growth Stock Division and Index 500
Stock Division were made on December 12, 1990.
** The initial investment in the International Equity Division was made on
April 30, 1993.
+ The initial investments in the Growth Stock Division, Growth and Income Stock
Division, and High Yield Bond Division were made on May 3, 1994
8
<PAGE> 17
ACCUMULATION UNIT VALUES
(CONTINUED)
RUSSELL INSURANCE FUNDS
<TABLE>
<CAPTION>
FOR THE EIGHT MONTHS ENDED FOR THE EIGHT MONTHS ENDED
DECEMBER 31 DECEMBER 31
1999 1999
---- ----
<S> <C> <C> <C>
MULTI-STYLE EQUITY DIVISION REAL ESTATE SECURITIES DIVISION
Beginning of Period* $ 1.000 Beginning of Period* $ 1.000
End of Period $ 1.067 End of Period $ .920
Number of Units Number of Units
Outstanding, End of Period 1,475,825 Outstanding, End of Period 248,726
AGGRESSIVE EQUITY DIVISION CORE BOND DIVISION
Beginning of Period* $ 1.000 Beginning of Period* $ 1.000
End of Period $ 1.100 End of Period $ .983
Number of Units Number of Units
Outstanding, End of Period 760,721 Outstanding, End of Period 580,967
NON-U.S. DIVISION
Beginning of Period* $ 1.000
End of Period $ 1.243
Number of Units
Outstanding, End of Period 813,542
</TABLE>
*The initial investment was made on April 30, 1999.
9
<PAGE> 18
ACCUMULATION UNIT VALUES
CONTRACTS ISSUED PRIOR TO DECEMBER 17, 1981
NORTHWESTERN MUTUAL SERIES FUND, INC.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
--------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995 1994 1993
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<S> <C> <C> <C> <C> <C> <C> <C>
SMALL CAP GROWTH STOCK
DIVISION
Beginning of Period# $ 1.000 -- -- -- -- -- --
End of Period $ 1.852 -- -- -- -- -- --
Number of Units
Outstanding, End of
Period 95,329 -- -- -- -- -- --
AGGRESSIVE GROWTH STOCK
DIVISION
Beginning of Period* $ 3.965 $ 3.714 $ 3.286 $ 2.813 $ 2.035 $ 1.945 $ 1.645
End of Period $ 5.658 $ 3.965 $ 3.714 $ 3.286 $ 2.813 $ 2.035 $ 1.945
Number of Units
Outstanding, End of
Period 370,788 479,410 640,838 890,850 861,229 805,409 602,390
INTERNATIONAL EQUITY
DIVISION
Beginning of Period** $ 1.947 $ 1.872 $ 1.680 $ 1.398 $ 1.230 $ 1.240 $ 1.000
End of Period $ 2.376 $ 1.947 $ 1.872 $ 1.680 $ 1.398 $ 1.230 $ 1.240
Number of Units
Outstanding, End of
Period 630,123 647,767 1,297,660 1,332,812 1,166,796 1,529,309 912,421
INDEX 400 STOCK DIVISION
Beginning of Period# $ 1.000 -- -- -- -- -- --
End of Period $ 1.123 -- -- -- -- -- --
Number of Units
Outstanding, End of
Period 167,651 -- -- -- -- -- --
GROWTH STOCK DIVISION
Beginning of Period+ $ 2.549 $ 2.027 $ 1.573 $ 1.311 $ 1.009 -- --
End of Period $ 3.100 $ 2.549 $ 2.027 $ 1.573 $ 1.311 -- --
Number of Units
Outstanding, End of
Period 372,659 247,491 327,731 118,168 1,782 -- --
GROWTH AND INCOME STOCK
DIVISION
Beginning of Period+ $ 2.438 $ 1.995 $ 1.546 $ 1.298 $ 0.997 -- --
End of Period $ 2.601 $ 2.438 $ 1.995 $ 1.546 $ 1.298 -- --
Number of Units
Outstanding, End of
Period 254,027 310,014 348,188 69,566 9,498 -- --
INDEX 500 STOCK DIVISION
Beginning of Period* $ 4.202 $ 3.289 $ 2.488 $ 2.042 $ 1.499 $ 1.492 $ 1.370
End of Period $ 5.043 $ 4.202 $ 3.289 $ 2.488 $ 2.042 $ 1.499 $ 1.492
Number of Units
Outstanding, End of
Period 6,687,760 7,343,357 8,175,537 9,600,286 10,111,615 10,735,943 12,320,684
BALANCED DIVISION
Beginning of Period $ 7.372 $ 6.248 $ 5.180 $ 4.601 $ 3.667 $ 3.695 $ 3.398
End of Period $ 8.137 $ 7.372 $ 6.248 $ 5.180 $ 4.601 $ 3.667 $ 3.695
Number of Units
Outstanding, End of
Period 2,738,126 3,013,626 3,845,538 4,743,812 5,651,599 6,525,821 7,060,303
HIGH YIELD BOND DIVISION
Beginning of Period+ $ 1.582 $ 1.624 $ 1.412 $ 1.188 $ 1.025 -- --
End of Period $ 1.563 $ 1.582 $ 1.624 $ 1.412 $ 1.188 -- --
Number of Units
Outstanding, End of
Period 77,269 183,181 600,752 428,588 -- -- --
SELECT BOND DIVISION
Beginning of Period $ 7.719 $ 7.263 $ 6.685 $ 6.520 $ 5.515 $ 5.719 $ 5.222
End of Period $ 7.583 $ 7.719 $ 7.263 $ 6.685 $ 6.520 $ 5.515 $ 5.719
Number of Units
Outstanding, End of
Period 715,024 899,839 1,012,083 1,215,131 1,172,420 1,266,751 1,389,667
MONEY MARKET DIVISION
Beginning of Period $ 2.646 $ 2.529 $ 2.416 $ 2.312 $ 2.201 $ 2.131 $ 2.088
End of Period $ 2.761 $ 2.646 $ 2.529 $ 2.416 $ 2.312 $ 2.201 $ 2.131
Number of Units
Outstanding, End of
Period 898,198 1,723,332 893,452 1,103,625 1,264,988 1,020,911 788,050
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
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1992 1991 1990
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<C> <C> <C>
SMALL CAP GROWTH STOCK
DIVISION
Beginning of Period# -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
AGGRESSIVE GROWTH STOCK
DIVISION
Beginning of Period* $ 1.564 $ 1.010 $ 1.000
End of Period $ 1.645 $ 1.564 $ 1.010
Number of Units
Outstanding, End of
Period 459,581 262,149 9,478
INTERNATIONAL EQUITY
DIVISION
Beginning of Period** -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
INDEX 400 STOCK DIVISION
Beginning of Period# -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
GROWTH STOCK DIVISION
Beginning of Period+ -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
GROWTH AND INCOME STOCK
DIVISION
Beginning of Period+ -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
INDEX 500 STOCK DIVISION
Beginning of Period* $ 1.287 $ 1.000 $ 1.000
End of Period $ 1.370 $ 1.287 $ 1.000
Number of Units
Outstanding, End of
Period 242,871 33,349 13,511
BALANCED DIVISION
Beginning of Period $ 3.250 $ 2.642 $ 2.635
End of Period $ 3.398 $ 3.250 $ 2.642
Number of Units
Outstanding, End of
Period 8,324,438 8,795,056 9,637,964
HIGH YIELD BOND DIVISION
Beginning of Period+ -- -- --
End of Period -- -- --
Number of Units
Outstanding, End of
Period -- -- --
SELECT BOND DIVISION
Beginning of Period $ 4.918 $ 4.239 $ 3.943
End of Period $ 5.222 $ 4.918 $ 4.239
Number of Units
Outstanding, End of
Period 1,411,347 1,590,698 1,590,884
MONEY MARKET DIVISION
Beginning of Period $ 2.035 $ 1.940 $ 1.810
End of Period $ 2.088 $ 2.035 $ 1.940
Number of Units
Outstanding, End of
Period 1,231,018 1,393,920 2,143,153
</TABLE>
# The initial investments in the Small Cap Growth Stock Division and Index 400
Stock Division were made on April 30, 1999.
* The initial investments in the Index 500 Stock Division and Aggressive Growth
Stock Division were made on December 12, 1990.
** The initial investment in the International Equity Division was made on
April 30, 1993.
+ The initial investments in the Growth Stock Division, Growth and Income Stock
Division, and High Yield Bond Division were made on May 3, 1994.
10
<PAGE> 19
ACCUMULATION UNIT VALUES
(CONTINUED)
RUSSELL INSURANCE FUNDS
<TABLE>
<CAPTION>
FOR THE EIGHT MONTHS ENDED FOR THE EIGHT MONTHS ENDED
DECEMBER 31 DECEMBER 31
1999 1999
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<S> <C> <C> <C>
MULTI-STYLE EQUITY DIVISION REAL ESTATE SECURITIES DIVISION
Beginning of Period* $1.000 Beginning of Period* $1.000
End of Period $1.071 End of Period $ .923
Number of Units Number of Units
Outstanding, End of Period 7,554 Outstanding, End of Period 4,656
AGGRESSIVE EQUITY DIVISION CORE BOND DIVISION
Beginning of Period* $1.000 Beginning of Period* $1.000
End of Period $1.104 End of Period $ .986
Number of Units Number of Units
Outstanding, End of Period 7,374 Outstanding, End of Period 2,618
NON-U.S. DIVISION
Beginning of Period* $1.000
End of Period $1.247
Number of Units
Outstanding, End of Period1 2,237
</TABLE>
*The initial investment was made on April 30, 1999.
THE COMPANY
The Northwestern Mutual Life Insurance Company was organized by a special act of
the Wisconsin Legislature in 1857. It is the nation's _______ largest life
insurance company, based on total assets in excess of $85 billion on December
31, 1999, 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 income insurance policies and annuity
contracts through its own field force of approximately 6,000 full time producing
agents. The Home Office of Northwestern Mutual Life is located at 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202.
"We" in this prospectus means Northwestern Mutual Life.
NML VARIABLE ANNUITY ACCOUNT A
We established the Account on February 14, 1968 by action of our Board of
Trustees in accordance with the provisions of the Wisconsin insurance law.
The Account has sixteen Divisions. The money you invest to provide variable
benefits under your Contract is placed in one or more of the Divisions as you
direct.
Under Wisconsin law, the investment operations of the Account are kept separate
from our other operations. The values for your Contract will not be affected by
income, gains or losses for the rest of our business. The income, gains or
losses, realized or unrealized, for the assets we place in the Account for your
Contract will determine the value of your Contract benefits and will not affect
the rest of our business. The assets in the Account are reserved for you and
other Contract owners, although the assets belong to us and we do not hold the
assets as a trustee. We and our creditors cannot reach those assets to satisfy
other obligations until our obligations under your Contract have been satisfied.
But all of our assets (except those we hold in some other separate accounts) are
available to satisfy our obligations under your Contract.
The Account is not registered as an investment company under the Investment
Company Act of 1940.
THE FUNDS
Northwestern Mutual Series Fund, Inc. is composed of eleven separate portfolios
which operate as separate mutual funds. The portfolios 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 Account buys
shares of each Portfolio at net asset value, that is, without any sales charge.
11
<PAGE> 20
Northwestern Mutual Investment Services, LLC ("NMIS"), our wholly-owned
subsidiary, is the investment adviser to the Fund. We provide the people and
facilities that 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 Russell Insurance Funds include five separate portfolios which operate as
separate mutual funds. These are the Multi-Style Equity Fund, Aggressive Equity
Fund, Non-U.S. Fund, Real Estate Securities Fund and Core Bond Fund. The Account
buys shares of each of the Russell Insurance Funds at net asset value, that is,
without any sales charge.
The assets of each of the Russell Insurance Funds are invested by one or more
investment management organizations 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.
FOR MORE INFORMATION REGARDING THE MUTUAL FUNDS, INCLUDING INFORMATION ABOUT
THEIR INVESTMENT OBJECTIVES AND EXPENSES, SEE THE PROSPECTUSES FOR NORTHWESTERN
MUTUAL SERIES FUND, INC. AND RUSSELL INSURANCE FUNDS ATTACHED TO THIS
PROSPECTUS. YOU SHOULD READ THE MUTUAL FUND PROSPECTUSES CAREFULLY BEFORE YOU
INVEST IN THE CONTRACTS.
- --------------------------------------------------------------------------------
THE CONTRACTS
PURCHASE PAYMENTS UNDER THE CONTRACTS
AMOUNT AND FREQUENCY A purchase payment is the money you give us to pay for your
Contract. You may make purchase payments monthly, quarterly, semiannually,
annually or on any other frequency acceptable to us.
For Back Load Contracts the minimum amount for each purchase payment is $25. We
will accept larger purchase payments than due, or payments at other times, but
total purchase payments under any Contract may not exceed $5,000,000 without our
consent. For Front Load Contracts the minimum initial purchase payment is
$10,000. The minimum amount for each subsequent purchase payment is $25 for all
Contracts.
Purchase payments may not exceed the applicable federal income tax limits. See
"Federal Income Taxes", p. 17.
APPLICATION OF PURCHASE PAYMENTS We credit net purchase payments, after
deduction of any sales load, to the Account and allocate them to one or more
Divisions as you direct. We then invest those assets in shares of the Portfolio
or Fund which corresponds to that Division.
We apply purchase payments to provide "Accumulation Units" in one or more
Divisions. Accumulation Units represent your interest in the Account. There are
Class A Accumulation Units and Class B Accumulation Units for the Back Load
Contracts. We convert Class B Accumulation Units to Class A Accumulation Units
on a basis that reflects the cumulative amount of purchase payments and the
length of time that the funds have been held under a Back Load Contract. See
"Mortality Rate and Expense Risk Charges", p. 18. The number of Accumulation
Units you receive for each net purchase payment is determined by dividing the
amount of the purchase payment to be allocated to a Division by the value of an
Accumulation Unit in that Division, based upon the next valuation of the assets
of the Division we make after we receive your purchase payment at our Home
Office. Receipt of purchase payments at a lockbox facility we have designated
will be considered the same as receipt at the Home Office. We value assets as of
the close of trading on the New York Stock Exchange for each day the Exchange is
open, and at any other time required by the Investment Company Act of 1940.
The number of your Accumulation Units will be increased by additional purchase
payments or transfers into the Account and decreased by withdrawals or transfers
out of the Account. The investment experience of the Account does not change the
number (as distinguished from the value) of your Accumulation Units.
The value of an Accumulation Unit in each Division varies with the investment
experience of the Division (which in turn is determined by the investment
experience of the corresponding Portfolio or Fund). We determine the value by
multiplying the value on the immediately preceding valuation date by the net
investment factor for the Division. (See "Net Investment Factor", p. 13.) Since
you bear the investment risk, there is no guarantee as to the aggregate value of
your Accumulation Units. That value may be less than, equal to, or more than the
cumulative net purchase payments you have made.
You may direct all or part of a purchase payment to the Guaranteed Interest
Fund. Amounts you direct to the Guaranteed Interest Fund will be invested on a
fixed basis. See "The Guaranteed Interest Fund", p. 16.
12
<PAGE> 21
NET INVESTMENT FACTOR
For each Division the net investment factor for any period ending on a valuation
date is 1.000000 plus the net investment rate for the Division for that period.
Under the Contract the net investment rate is related to the assets of the
Division. However, since all amounts are simultaneously invested in shares of
the corresponding Portfolio or Fund when allocated to the Division, calculation
of the net investment rate for each of the Divisions may also be based upon the
change in value of a single share of the corresponding Portfolio or Fund.
Thus, for example, in the case of the Balanced Division the net investment rate
is equal to (a) the change in the net asset value of a Balanced Portfolio share
for the period from the immediately preceding valuation date up to and including
the current valuation date, plus the per share amount of any dividends and other
distributions made by the Balanced Portfolio during the valuation period, less a
deduction for any applicable taxes or for any expenses resulting from a
substitution of securities, (b) divided by the net asset value of a Balanced
Portfolio share on the valuation date immediately preceding the current
valuation date, (c) less an adjustment to provide for the deduction for
mortality rate and expense risks that we have assumed. (See "Deductions", p.18.)
The Portfolios and Funds will distribute investment income and realized capital
gains to the Account Divisions. We will reinvest those distributions in
additional shares of the same Portfolio or Fund. Unrealized capital gains and
realized and unrealized capital losses will be reflected by changes in the value
of the shares held by the Account.
BENEFITS PROVIDED UNDER THE CONTRACTS
The benefits provided under the Contracts consist of a withdrawal amount, a
death benefit and a maturity benefit. Subject to the restrictions noted below,
we will pay all of these benefits in a lump sum or under the payment plans
described below.
WITHDRAWAL AMOUNT On or prior to the maturity date you are entitled to withdraw
the Accumulation Units credited to your Contract and receive the value thereof
less the applicable withdrawal charge. (See "Withdrawal Charge", p. 19.) The
value, which may be either greater or less than the amount you paid, is
determined as of the valuation date coincident with or next following our
receipt of your written request for withdrawal on a form we provide. The forms
are available from our Home Office and our agents. You may withdraw a portion of
the Accumulation Units on the same basis, except that we will not grant a
partial withdrawal which would result in a Contract value of less $2,000
remaining; we will treat a request for such a partial withdrawal as a request to
surrender the entire Contract. Amounts distributed to you upon withdrawal of all
or a portion of Accumulation Units may be subject to federal income tax. (See
"Federal Income Taxes", p. 17.) A 10% penalty tax may be imposed on the taxable
portion of premature payments of benefits (prior to age 59-1/2 or disability)
unless payments are made after the employee separates from service and payments
are either paid in substantially equal installments over the life or life
expectancy of the employee or are paid on account of early retirement after age
55.
If annuity payments are being made under Payment Plan 1 the payee may surrender
the Contract and receive the value of the Annuity Units credited to his
Contract, less the applicable withdrawal charge. (See "Withdrawal Charge", p.
19) Upon death during the certain period of the payee under Plan 2 or both
payees under Plan 3, the beneficiary may surrender the Contract and receive the
withdrawal value of the unpaid payments for the certain period. The withdrawal
value is based on the Annuity Unit value on the withdrawal date, with the unpaid
payments discounted at the Assumed Investment Rate. (See "Description of Payment
Plans", p.14.)
DEATH BENEFIT
1. Amount of the Death Benefit. If the Annuitant dies before the maturity date,
the death benefit will not be less than the Contract value determined as of the
valuation date that coincides with or next follows the date on which we receive
proof of death at our Home Office. If the Primary Annuitant dies before his or
her 75th birthday, the death benefit, where permitted by state law, will not be
less than the amount of purchase payments we received, less withdrawals.
An enhanced death benefit is available at extra cost. Prior to the first
Contract anniversary the enhanced death benefit is equal to the total purchase
payments received less any amounts withdrawn. On any Contract anniversary prior
to the Primary Annuitant's 80th birthday, the enhanced death benefit is the
Contract value on that date, but not less than what the enhanced death benefit
was on the last preceding valuation date. On any other valuation date before the
Primary Annuitant's 80th birthday, the enhanced death benefit will be the amount
determined on the most recent Contract anniversary, plus purchase payments we
receive thereafter, less withdrawals. On any valuation date on or after the
Primary Annuitant's 80th birthday the enhanced death benefit will be the
enhanced death benefit on the Contract anniversary immediately prior to the
Primary Annuitant's 80th birthday increased by purchase payments we received and
decreased by any amounts withdrawn after that Contract anniversary. We deduct
the extra cost for the enhanced death benefit from the Contract value on each
Contract anniversary while the enhanced death benefit is in effect. See
"Enhanced Death Benefit Charge", p. 19. The enhanced death benefit is available
for issue ages up to 65 and must be elected when the Contract is issued. The
enhanced death benefit will remain in effect until the maturity date or the
death of the Primary Annuitant
13
<PAGE> 22
or you ask us to remove it from your Contract. You cannot add it to your
Contract again after it has been removed.
2. Distribution of the Death Benefit.
When the employee dies, the contingent Annuitant automatically becomes the new
Annuitant and the Contract continues in force. If no contingent annuitant has
been named, the death benefit becomes payable to the Owner.
MATURITY BENEFIT Purchase payments under the Contract are payable until the
maturity date specified in the Contract. You may select any date up to age 90 as
the maturity date, subject to applicable tax and state law requirements,
including the minimum distribution requirements (See "Minimum Distribution
Requirements, p. 17). On the maturity date, if you have not elected any other
permissible payment plan, we will change the maturity date to the Contract
anniversary nearest the Annuitant's 90th birthday. On that date, if you have not
elected any other permissible payment plan, we will pay the value of the
Contract in monthly payments for life under a variable payment plan with
payments certain for ten years.
VARIABLE PAYMENT PLANS
We will pay part or all of the benefits under a Contract under a variable
payment plan you select. The payment plan starts on the maturity date. See
"Maturity Benefit", above. Under a variable plan, you bear the entire investment
risk, since we make no guarantees of investment return. Accordingly, there is no
guarantee of the amount of the variable payments, and you must expect the amount
of such payments to change from month to month. For a discussion of tax
considerations and limitations regarding the election of payment plans, see
"Federal Income Taxes", p. 17.
DESCRIPTION OF PAYMENT PLANS The following payment plans are available:
1. Payments for a Certain Period. An annuity payable monthly for a specified
period of five to 30 years.
2. Life Annuity with or without Certain Period. An annuity payable monthly until
the payee's death, or until the expiration of a selected certain period,
whichever is later. After the payee's death during the certain period, if any,
we will make payments as they are due to the designated contingent beneficiary.
You may select a certain period of either 10 or 20 years, or you may choose a
plan with no certain period.
3. Joint and Survivor Life Annuity with Certain Period. An annuity payable
monthly for a certain period of 10 years and thereafter to two persons for their
joint lives. On the death of either payee, payments continue for the remainder
of the 10 years certain or the remaining lifetime of the survivor, whichever is
longer.
We may limit the election of a payment plan to one that results in an initial
payment of at least $50. A payment plan will continue even if payments fall to
less than $50 after the payment plan begins.
From time to time we may establish payment plan rates with greater actuarial
value than those stated in the Contract and make them available at the time of
settlement. We may also make available other payment plans, with provisions and
rates we publish for those plans.
AMOUNT OF ANNUITY PAYMENTS We will determine the amount of the first annuity
payment on the basis of the particular payment plan you select, the annuity
payment rate and, for plans involving life contingencies, the Annuitant's
adjusted age. We will calculate the amount of the first annuity payment on a
basis that takes into account the length of time over which we expect annuity
payments to continue. The first payment will be lower for an Annuitant who is
younger when payments begin, and higher for an Annuitant who is older, if the
payment plan involves life contingencies. The first payment will be lower if the
payment plan includes a longer certain period. Variable annuity payments after
the first will vary from month to month to reflect the fluctuating value of the
Annuity Units credited to your Contract. Annuity Units represent the interest of
the Contract in each Division of the Account after annuity payments begin. Class
A Accumulation Units become Class A Annuity Units and Class B Accumulated Units
become Class B Annuity Units on the maturity date.
ASSUMED INVESTMENT RATE The variable annuity rate tables for the Contracts are
based upon an Assumed Investment Rate of 3 1/2%. Variable annuity rate tables
based upon an Assumed Investment Rate of 5% are also available where permitted
by state law.
The Assumed Investment Rate affects both the amount of the first variable
payment and the amount by which subsequent payments increase or decrease. The
Assumed Investment Rate does not affect the actuarial value of the future
payments as of the date when payments begin, though it does affect the actual
amount which may be received by an individual Annuitant.
Over a period of time, if each Division achieved a net investment result exactly
equal to the Assumed Investment Rate applicable to a particular payment plan,
the amount of annuity payments would be level. However, if the Division achieved
a net investment result greater than the Assumed Investment Rate, the amount of
annuity payments would increase. Similarly, if the Division achieved a net
investment result smaller than the Assumed Investment Rate, the amount of
annuity payments would decrease.
A higher Assumed Investment Rate will result in a larger initial payment but
more slowly rising and more rapidly falling subsequent payments than a lower
Assumed Investment Rate.
14
<PAGE> 23
ADDITIONAL INFORMATION
TRANSFERS BETWEEN DIVISIONS AND PAYMENT PLANS You may change the allocation of
purchase payments among the Divisions and transfer values from one Division to
another both before and after annuity payments begin. In order to take full
advantage of these features you should carefully consider, on a continuing
basis, which Division or apportionment is best suited to your long-term
investment needs.
You may at any time change the allocation of purchase payments among the
Divisions by written notice to us. Purchase payments we receive at our Home
Office on and after the date on which we receive the notice will be applied to
provide Accumulation Units in one or more Divisions on the basis of the new
allocation.
Before the effective date of a payment plan you may, upon written request,
transfer Accumulation Units from one Division to another. After the effective
date of a payment plan the payee may transfer Annuity Units from one Division to
another. We will adjust the number of Accumulation or Annuity Units to be
credited to reflect the respective value of the Accumulation and Annuity Units
in each of the Divisions. For Accumulation Units the minimum amount which may be
transferred is the lesser of $100 or the entire value of the Accumulation Units
in the Division from which the transfer is being made. For each transfer
beginning with the thirteenth in any Contract year we may deduct a transfer fee
of $25 from the amount transferred. We currently make no charge for transfers.
If you contemplate the transfer of funds from one Division to another, you
should consider the risk inherent in a switch from one investment medium to
another. In general, frequent transfers based on short-term expectations for the
stock and bond markets, especially transfers of large sums, will tend to
accentuate the danger that a transfer will be made at an inopportune time.
You may transfer amounts which you have invested on a fixed basis to any
Division of the Account, and the value of Accumulation Units in any Division of
the Account to the Guaranteed Interest Fund for investment on a fixed basis,
subject to the restrictions described in the Contract. See "The Guaranteed
Interest Fund", p. 16.
After the effective date of a payment plan which does not involve a life
contingency (i.e., Plan 1) a payee may transfer to either form of life annuity
at no charge. We will apply the value of the remaining payments to the new plan
selected. We will determine the amount of the first annuity payment under the
new plan on the basis of the particular plan selected, the annuity payment rate
and the Annuitant's adjusted age and sex. Subsequent payments will vary to
reflect changes in the value of the Annuity Units credited. We permit other
transfers between payment plans subject to such limitations we may reasonably
determine. Generally, however, we do not permit transfer from a payment plan
involving a life contingency to a payment plan which does not involve the same
life contingency.
You may make transfers from the Money Market Division at any time while a
payment plan is in force. The Contracts provide that transfers between the other
Divisions and transfers between payment plans may be made after the payment plan
has been in force for at least 90 days and thereafter whenever at least 90 days
have elapsed since the date of the last transfer. At present we permit transfers
at any time. We will make the transfer as of the close of business on the
valuation date coincident with or next following the date on which we receive
the request for transfer at our Home Office, or at a later date you request.
GENDER-BASED ANNUITY PAYMENT RATES Federal law, and the laws of certain states,
may require that annuity considerations and annuity payment rates be determined
without regard to the sex of the Annuitant. Because we offer the Contracts for
use with HR-10 Plans where these rules may have general application, the annuity
payment rates in the Contracts do not distinguish between male and female
Annuitants. However, Contracts with sex-distinct rates are available on request.
Prospective purchasers of the Contracts should review any questions in this area
with qualified counsel.
OWNERS OF THE CONTRACTS The Owner of the Contract has the sole right to exercise
all rights and privileges under the Contract, except as the Contract otherwise
provides. The Owner is ordinarily the retirement plan, but may be the employer
or the Annuitant or other person. The Annuitant is the person upon whose life
the Contract is issued and Contract benefits depend. The Primary Annuitant is
the person upon whose life the Contract is initially issued. The Contingent
Annuitant is the person who becomes the Annuitant upon the death of the
Annuitant. In this prospectus, "you" means the Owner or a prospective purchaser
of the Contract.
DEFERMENT OF BENEFIT PAYMENTS We reserve the right to defer determination of the
withdrawal value of the Contracts, or the payment of benefits under a variable
payment plan, until after the end of any period during which the right to redeem
shares of either of the mutual funds is suspended, or payment of the redemption
value is postponed, and for any period during which the New York Stock Exchange
is closed or trading thereon is restricted or an emergency exists, so that
valuation of the assets of the Fund or disposal of securities they hold is not
reasonably practical; or as such deferment is otherwise permitted by applicable
law.
DIVIDENDS The Contracts share in our divisible surplus, to the extent we
determine annually, except while payments are being made under a variable
payment plan. Distributions of divisible surplus are commonly referred to as
"dividends". Any contributions to our divisible surplus would result from more
favorable expense experience than we have assumed in
15
<PAGE> 24
determining the deductions. We do not expect the Contracts to make a significant
contribution to our divisible surplus and we do not expect to pay dividends on
the Contracts.
For the Back Load Contracts we reduce expense charges by converting Class B
Accumulation Units to Class A Accumulation Units on larger, older Contracts. See
"Mortality Rate and Expense Risk Charges", p. 18. The Contracts issued prior to
the date of this prospectus do not include this conversion feature, and we
currently pay dividends on some of those Contracts. See "Dividends for Contracts
Issued Prior to March 31, 2000", p. 20.
SUBSTITUTION AND CHANGE Pursuant to authority of our Board of Trustees, (a) we
may invest the assets of a Division in securities of another mutual fund or
another issuer, instead of the Portfolio or Fund in which you have invested, as
a substitute for the shares you already have or as the securities to be
purchased in the future, or (b) we may modify the provisions of the Contracts to
assure qualification for the benefits provided by the provisions of the Internal
Revenue Code relating to retirement annuity or variable annuity contracts, or to
comply with any other applicable federal or state laws. In the event of any such
substitution or change, we may make appropriate endorsement on Contracts having
an interest in the Account and take such other action as may be necessary to
effect the substitution or change.
FIXED ANNUITY PAYMENT PLANS We will also pay Contract benefits under fixed
annuity payment plans which are not described in this Prospectus. If you select
a fixed annuity, we will cancel the Accumulation Units credited to your Deferred
Contract, we will transfer the withdrawal value of the Contract to our general
account, and you will no longer have any interest in the Account. We may make a
withdrawal charge in determining the withdrawal value. (See "Withdrawal Amount",
p. 13, and "Withdrawal Charge", p. 19)
FINANCIAL STATEMENTS Financial statements of the Account and financial
statements of Northwestern Mutual Life appear in the Statement of Additional
Information.
- --------------------------------------------------------------------------------
THE GUARANTEED INTEREST FUND
You may direct all or part of your purchase payments to the Guaranteed Interest
Fund for investment on a fixed basis. You may transfer amounts previously
invested in the Account Divisions to the Guaranteed Interest Fund, prior to the
maturity date, and you may transfer amounts in the Guaranteed Interest Fund to
the Account Divisions. In each case these transfers are subject, to the
restrictions described in the Contract.
Amounts you invest in the Guaranteed Interest Fund become part of our general
assets. In reliance on certain exemptive and exclusionary provisions, we have
not registered interests in the Guaranteed Interest Fund under the Securities
Act of 1933 and we have not registered the Guaranteed Interest Fund as an
investment company under the Investment Company Act of 1940. Accordingly,
neither the Guaranteed Interest Fund nor any interests therein are generally
subject to these Acts. We have been advised that the staff of the Securities and
Exchange Commission has not reviewed the disclosure in this prospectus relating
to the Guaranteed Interest Fund. This disclosure, however, may be subject to
certain generally applicable provisions of the federal securities laws relating
to the accuracy and completeness of statements made in prospectuses.
Amounts you invest in the Guaranteed Interest Fund earn interest at rates we
declare from time to time. We will guarantee the interest rate for each amount
for at least one year. The interest rate will be at an annual effective rate of
at least 3%. At the expiration of the period for which we guarantee the interest
rate, a new interest rate may apply. We credit interest and compound it daily.
We determine the effective date for a transaction involving the Guaranteed
Interest Fund in the same manner as the effective date for a transaction
involving a Division of the Account.
Investments in the Guaranteed Interest Fund are subject to a maximum limit of
$1,000,000 ($250,000 in New York) without our prior consent. To the extent that
a purchase payment or transfer from a Division of the Account causes the
Contract's interest in the Guaranteed Interest Fund to exceed this maximum
limit, we will place the amount of the excess in the Money Market Division and
it will remain there until the you instruct us otherwise.
Transfers from the Guaranteed Interest Fund to the Account Divisions are subject
to limits. After a transfer from the Guaranteed Interest Fund we will allow no
further transfers from the Guaranteed Interest Fund for a period of 365 days; in
addition, we will allow no further transfers back into the Guaranteed Interest
Fund for a period of 90 days. The maximum amount that you may transfer from the
Guaranteed Interest Fund in one transfer is the greater of (1) 25% of the amount
that you had invested in the Guaranteed Interest Fund as of the last Contract
anniversary preceding the transfer and (2) the amount of your most recent
transfer from the Guaranteed Interest Fund. But in no event will this maximum
transfer amount be less than $1,000 or more than $50,000. (The $50,000 limit
does not apply in New York.)
The deduction for mortality rate and expense risks, as described below, is not
assessed against amounts in the Guaranteed Interest Fund, and amounts in the
Guaranteed Interest Fund do not bear any expenses of either of the mutual funds.
Other charges under the Contracts apply for amounts in the Guaranteed Interest
Fund as they are described in this prospectus for
16
<PAGE> 25
amounts you invest on a variable basis. (See "Deductions", p. 18). For purposes
of allocating and deducting the annual Contract fee, we consider any investment
in the Guaranteed Interest Fund as though it were an investment of the same
amount in one of the Account Divisions.
FEDERAL INCOME TAXES
We offer the Contracts only for use under tax-qualified plans meeting the
requirements of Sections 401 and 403(a) of the Code. However, in the event
Contracts should be issued pursuant to HR-10 Plans, trusts or custodial accounts
which at the time of issuance are not qualified under the Code, some or all of
the tax benefits described herein may be lost.
CONTRIBUTION LIMITS
Any employer, including a self-employed person, can establish a plan under
Section 401(a) or 403(a) for participating employees. As a general rule, annual
contributions to a defined contribution plan made by the employer and the
employee cannot exceed the lesser of $30,000 or 25% of compensation or earned
income (up to $170,000, indexed).
Qualified plans are subject to minimum coverage, nondiscrimination and spousal
consent requirements. In addition, "top heavy" rules apply if more than 60% of
the contributions or benefits are allocated to certain highly compensated
employees. Violations of the contribution limits or other requirements may
disqualify the plan and/or subject the employer to taxes and penalties.
TAXATION OF CONTRACT BENEFITS
No tax is payable as a result of any increase in the value of a Contract until
benefits from the Contract are received. Benefits received as annuity payments
will be taxable as ordinary income when received in accordance with Section 72
of the Code. As a general rule, where an employee makes nondeductible
contributions to the Plan, the payee may exclude from income that portion of
each benefit payment which represents a return of the employee's "investment in
the contract" as defined in Section 72 until the entire "investment in the
contract" is recovered. A 50% penalty tax may be imposed on payments to the
extent they are less than certain required minimum amounts. In addition, a 10%
penalty tax may be imposed on benefits paid in excess of the benefits provided
under the Plan formula if the payee is or was a "5% owner" of the employer while
a participant in the Plan.
Benefits paid in a form other than an annuity will be taxed as ordinary income
when received except for that portion of the payment, if any, which represents a
return of the employee's "investment in the contract." Benefits received as a
"lump sum distribution" may be eligible for a separate tax averaging calculation
and, with certain limited exceptions, all benefits are subject to the tax-free
rollover provisions of the Code. A 10% penalty tax may be imposed on the taxable
portion of premature payments of benefits (prior to age 59-1/2 or disability)
unless payments are made after the employee separates from service and payments
are either paid in substantially equal installments over the life or life
expectancy of the employee or are paid on account of early retirement after age
55 or unless payments are made for medical expenses in excess of 7.5% of the
employee's Adjusted Gross Income.
A loan from the Plan to an employee, other than an owner-employee, may be
taxable as ordinary income depending on the amount and terms of the loan. A loan
to an owner-employee is a prohibited transaction under the Code and could
disqualify the Plan.
Benefit payments will be subject to mandatory 20% withholding unless (1) they
are rolled over directly to another tax-qualified plan or an individual
retirement arrangement, (2) they are paid in substantially equal installments
over the life or life expectancy of the employee (or of the employee and the
employee's beneficiary) or over a period of 10 years or more, or (3) they are
"required minimum distributions."
MINIMUM DISTRIBUTION REQUIREMENTS As a general rule, the Plan is required to
make certain required distributions to the employee during the employee's life
and to the employee's beneficiary following the employee's death.
The Plan must make the first required distribution by the "required beginning
date" and subsequent required distributions by December 31 of that year and each
year thereafter. Payments must be made over the life or life expectancy of the
employee or the lives or life expectancies of the employee and the employee's
beneficiary. The required beginning date is April 1 of the calendar year
following the later of the calendar year in which the employee attains age 70
1/2 or, if the employee is not a "5% owner" of the employer, the calendar year
in which the employee retires.
Upon the death of the employee, the Plan must make distributions under one of
the following two rules.
If the employee dies on or after the required beginning date, any remaining
interest of the employee must be distributed at least as rapidly as it was under
the method of distribution in effect on the date of death. The method of
distribution is determined by the age of the employee and the beneficiary and
whether their life expectancies are being recalculated each year.
If the employee dies before the required beginning date, the employee's entire
interest must be distributed by December 31 of the calendar year containing the
fifth anniversary of the employee's death. If the employee's interest is payable
to a beneficiary designated by the employee, the employee's interest may be paid
over the
17
<PAGE> 26
life or life expectancy of that beneficiary, provided distribution begins by
December 31 of the calendar year following the year of the employee's death. If
the sole designated beneficiary is the employee's spouse, the spouse may roll
over the Contract into an IRA owned by the spouse.
The rules governing Plan provisions, payments and deductions and taxation of
distributions from such Plans and Trusts, as set forth in the Code and the
regulations relating thereto, are complex and cannot be readily summarized.
Furthermore, special rules are applicable in many situations, and prospective
purchasers desiring to adopt an HR-10 pension or profit-sharing plan or trust
should consult qualified tax counsel.
TAXATION OF NORTHWESTERN MUTUAL LIFE
We may charge the appropriate Contracts with their shares of any tax liability
which may result from the maintenance or operation of the Divisions of the
Account. We are currently making no charge. (See "Net Investment Factor", p. 13
and "Deductions", below.)
DEDUCTIONS
We will make the following deductions:
SALES LOAD For the Front Load Contract we deduct a sales load from all purchase
payments we receive. The sales load compensates us for the costs we incur in
selling the Contracts. We base the deduction on cumulative purchase payments we
have received and the rates in the table below:
<TABLE>
<S> <C>
Cumulative Purchase Payments
Paid Under the Contract Rate
First $100,000 4.5%
Next $400,000 2.0%
Next $500,000 1.0%
Balance over $1,000,000 0.5%
</TABLE>
MORTALITY RATE AND EXPENSE RISK CHARGES
Amount of Mortality Rate and Expense Risk Charges. The net investment factor
(see "Net Investment Factor", p. 13) we use in determining the value of
Accumulation and Annuity Units reflects a deduction on each valuation date for
mortality rate and expense risks we have assumed. For the Front Load Contract,
the deduction from Accumulation Units and Annuity Units is at a current annual
rate of 0.5% of the assets of the Account. For the Back Load Contract the
deduction for Class B Accumulation Units and Class B Annuity Units is at a
current annual rate of 1.25% of the assets of the Account. For the Back Load
Contracts the deduction for Class A Accumulation Units and Class A Annuity Units
is at a current annual rate of 0.5% of the assets of the Account. Our Board of
Trustees may increase or decrease the deduction, but in no event may the
deduction exceed an annual rate of 0.75% for the Front Load Contract, 1.50% for
the Back Load Contract Class B Accumulation and Annuity Units, and 0.75% for the
Back Load Contract Class A Accumulation and Annuity Units.
Reduction in Mortality Rate and Expense Risk Charges. For the Back Load
Contracts we convert Class B Accumulation Units to Class A Accumulation Units on
a Contract anniversary if the Contract value is at least $25,000 and the
purchase payment which paid for the Class B Accumulation Units has reached
Category Zero, that is, its withdrawal charge rate is 0%. See "Withdrawal
Charge" p.19.
As a result of the conversion, the mortality rate and expense risks charge is
reduced from 1.25% to 0.50% on these units based on current rates. The
conversion amount includes the purchase payment in Category Zero and a
proportionate share of investment earnings. We allocate the conversion amount
proportionately to each Division, and we adjust the number of Accumulation Units
in each Division to reflect the relative values for Class A and Class B
Accumulation Units on the date of the conversion. The same conversion process
and a similar result applies to amounts in the Guaranteed Interest Fund. We do
not convert Annuity Units from Class B to Class A.
Risks and Expenses. The risks we assume are (a) the risk that annuity payments
will continue for longer periods than anticipated because the Annuitants as a
group live longer than expected, and (b) the risk that the charges we make may
be insufficient to cover the actual costs we incur in connection with the
Contracts. We assume these risks for the duration of the Contract. The deduction
for these risks is the only expense item paid by the Account to date. The mutual
funds pay expenses which are described in the attached prospectuses for the
mutual funds.
The net investment factor also reflects the deduction of any reasonable expenses
which may result if there were a substitution of other securities for shares of
the mutual funds as described under "Substitution and Change", p. 16, and any
applicable taxes, i.e., any tax liability we have paid or reserved for resulting
from the maintenance or operation of a Division of the Account, other than
applicable premium taxes which we may deduct directly from considerations. We do
not presently anticipate that we will make any deduction for federal income
taxes (see "Taxation of Northwestern Mutual Life", p. 18), nor do we anticipate
that maintenance or operation of the Account will give rise to any deduction for
state or local taxes. However, we reserve the right to charge the appropriate
Contracts with their shares of any tax liability which may result under present
or future tax laws from the maintenance or operation of the Account or to deduct
any such tax liability in the computation of the net investment factor for such
Contracts.
18
<PAGE> 27
CONTRACT FEE On each Contract anniversary prior to the maturity date we make a
deduction of $30 for administrative expenses relating to a Deferred Contract
during the prior year. We make the charge by reducing the number of Accumulation
Units credited to the Contract. For purposes of allocating and deducting the
annual Contract fee, we consider any investment in the Guaranteed Interest Fund
as though it were an investment of the same amount in one of the Account
Divisions. We cannot increase this charge. The charge is intended only to
reimburse us for our actual administrative expenses. We currently are waiving
the charge, if the Contract value on the Contract anniversary is $25,000 or
more.
WITHDRAWAL CHARGE
Withdrawal Charge Rates. For Back Load Contracts, a withdrawal charge free
amount is available on a Contract if the Contract value is at least $10,000 on
the Contract anniversary preceding the withdrawal. For each Contract year after
the first one, the withdrawal charge free amount is 10% of the value of the
Class B Accumulation Units on the last Contract anniversary. Otherwise, we will
deduct a withdrawal charge for sales expenses if you withdraw Class B
Accumulation Units for cash. We will base the withdrawal charge on the
Categories and the Rates in the table below. We base the amount in each Category
on cumulative purchase payments you have made and on the number of Contract
anniversaries that have occurred since you made each purchase payment.
<TABLE>
<CAPTION>
Category Rate
- -------- ----
<S> <C>
Eight.............................................6%
Seven.............................................6
Six...............................................6
Five..............................................5
Four..............................................4
Three.............................................3
Two...............................................2
One...............................................1
Zero..............................................0
</TABLE>
The first $100,000 of total purchase payments paid over the life of the Contract
start in Category Eight, the next $400,000 start in Category Four, and all
additional purchase payments paid start in Category Two. As of each Contract
anniversary, we move any amount in a Category to the next lower Category until
the Contract anniversary on which that amount reaches Category Zero. The total
withdrawal charge will be the sum of all the results calculated by multiplying
the amount in each Category by the Rate for that Category. The amounts we use
will be taken first from the withdrawal charge free amount; next from the Class
A Accumulation Units; next from the Class B Accumulation Units in the order that
produces the lowest withdrawal charge; and last from any remaining value in the
contract. However, any amounts we use to determine the charge for a partial
withdrawal will not be used to determine subsequent withdrawal charges.
Waiver of Withdrawal Charges. When we receive proof of death of the Primary
Annuitant, we will waive withdrawal charges applicable at the date of death by
moving purchase payments received prior to the date of death to Category Zero.
We will waive the withdrawal charge if the Primary Annuitant has a terminal
illness, or is confined to a nursing home or hospital after the first contract
year, in accordance with the terms of the Contract. You may not make purchase
payments after we are given proof of a terminal illness or confinement.
We will make no withdrawal charge when you select a variable payment plan.
However, we will make the withdrawal charge if you make a withdrawal, or partial
withdrawal, within five years after the beginning of a variable payment plan
which is not contingent on the payee's life (Plan 1).
For fixed payment plans the Contract provides for deduction of the withdrawal
charge when the payment plan is selected. By current administrative practice, we
will waive the withdrawal charge upon selection of a fixed payment plan for a
certain period of 12 years or more (Plan 1) or any fixed payment plan which
involves a life contingency (Plans 2 or 3) if you select the payment plan after
the Contract has been in force for at least one full year.
ENHANCED DEATH BENEFIT CHARGE On each Contract anniversary on which the enhanced
death benefit is in effect, we deduct from the Contract value a charge based on
the amount of the enhanced death benefit on the Contract Anniversary and the age
of the Annuitant when the Contract was issued. The charge is 0.10% of the amount
of the enhanced death benefit for issue age 45 or less, 0.20% for issue age
46-55, and 0.40% for issue age 56-65. This charge is for the risks we assume in
guaranteeing the enhanced death benefit. We deduct the charge from the Divisions
of the Account and the Guaranteed Interest Fund in proportion to the amounts you
have invested.
PREMIUM TAXES The Contracts provide for the deduction of applicable premium
taxes, if any, from purchase payments or from Contract benefits. Various
jurisdictions levy premium taxes. Premium taxes presently range from 0% to 1% of
total purchase payments. Many jurisdictions presently exempt from premium taxes
annuities such as the Contracts. As a matter of current practice, we do not
deduct premium taxes from purchase payments received under the Contracts or from
Contract benefits. However, we reserve the right to deduct premium taxes in the
future.
EXPENSES FOR THE PORTFOLIOS AND FUNDS The expenses borne by the Portfolios and
Funds in which the assets of the Account are invested are described in the
prospectuses for Northwestern Mutual Series Fund, Inc. and the Russell Insurance
Funds. See the prospectuses attached to this prospectus.
19
<PAGE> 28
CONTRACTS ISSUED PRIOR TO MARCH 31, 2000 During the period prior to March 31,
2000 and after March 31, 1995 we issued both Front Load Contracts and Back Load
Contracts. For the Front Load Contracts the deduction for sales expenses is 4%
on the first $100,000, 2% on the next $400,000, 1% the next $500,000, and 0.5%
on purchase payments in excess of $1 million, based on total cumulative purchase
payments paid under the Contract. The charge against Accumulation Units for
mortality and expense risks is 0.4% of the assets of the Account, which we may
raise to a maximum rate of 0.75%. The charge against Annuity Units for mortality
and expense risks is zero, which we may raise to a maximum rate of 0.75%. For
the Back Load Contracts there is a surrender charge of 8% on the first $100,000
of purchase payments, 4% on the next $400,000, 2% on the next $500,000, and 1%
on purchase payments in excess of $1 million, based on total cumulative purchase
payments paid under the Contract. The surrender charge applicable for each
purchase payment reduces by 1% on each Contract anniversary. A withdrawal charge
free amount is available, but the amount is limited by the excess of the
Contract value over the cumulative purchase payments on the date of the
withdrawal. The charge for mortality and expense risks for these Contracts is
1.25% of the assets of the Account, which we may raise to a maximum annual rate
of 1.50%. The Annual Contract fee is $30. We currently waive the Contract fee if
the Contract value is $50,000 or more.
CONTRACTS ISSUED PRIOR TO MARCH 31, 1995 For Contracts issued prior to March 31,
1995 and after December 16, 1981 there is no front-end sales load but there is a
surrender charge of 8% on the first $25,000 of purchase payments, 4% on the next
$75,000 and 2% on purchase payments in excess of $100,000, based on total
cumulative purchase payments paid under the Contract. The surrender charge
applicable for each purchase payment reduces by 1% on each Contract anniversary.
A withdrawal charge free amount is available, but the amount is limited by the
excess of the Contract value over the cumulative purchase payments on the date
of the withdrawal. The charge for mortality and expense risks for those
Contracts is 1.25% of the assets of the Account. The annual Contract fee is the
lesser of $30 or 1% of the Contract value. See the table of accumulation unit
values on page 8.
CONTRACTS ISSUED PRIOR TO DECEMBER 17, 1981 For Contracts issued prior to
December 17, 1981 there is no surrender charge, but purchase payments are
subject to a deduction for sales expenses. The deduction is 8% on the first
$5,000 received during a single Contract year as defined in the Contract, 4% on
the next $20,000, 2% on the next $75,000 and 1% on the excess over $100,000. The
charge for mortality and expense risks for these Contracts is 0.75% of the
assets of the Account, which we may raise to a maximum annual rate of 1%. There
is no annual Contract fee. See the table of accumulation unit values on page 10.
DIVIDENDS FOR CONTRACTS ISSUED PRIOR TO MARCH 31, 2000 During the year 2000 we
are paying dividends on approximately 20% of the in-force variable annuity
Contracts we issued prior to March 31, 2000. Dividends are not guaranteed to be
paid in future years. The dividend amount is volatile since it is based on the
average variable Contract value which is defined as the value of the
Accumulation units on the last Contract anniversary adjusted to reflect any
transactions since that date which increased or decreased the Contract's
interest in the Account.
Dividends on these variable annuities arise principally as a result of more
favorable expense experience than that which we assumed in determining
deductions. Such favorable experience is generated primarily by older and/or
larger Contracts, which have a mortality and expense risk charge of at least
0.75%. In general, we are not paying dividends on Contracts with an average
variable Contract value of less than $30,000, and about 75% of those with a
value above $30,000 will receive dividends. The expected dividend payout for the
year 2000 represents about 0.39% of the average variable Contract value for
those Contracts that will receive dividends. The maximum dividend we are paying
on a specific contract is about 0.70%.
We pay any dividend for a Contract on the anniversary date of that Contract. We
apply the dividend as a net purchase payment unless you elect to have the
dividend paid in cash.
REDUCED CHARGES FOR EXCHANGE TRANSACTIONS As a matter of current practice, we
permit owners of fixed dollar annuities we have previously issued to exchange
those contracts for Front Load or Back Load Contracts without paying a second
charge for sales expenses. This rule is subject to a number of exceptions and
qualifications. We may change or withdraw it at any time.
In general, we make a $25 administrative charge on these exchange transactions
and we permit only one such transaction in any 12-month period. Transactions on
this basis are subject to a limit of 20% of the amount held under the fixed
annuity contract in any 12-month period, but we are presently waiving this
limit.
Amounts exchanged from a fixed contract which provides for a surrender charge
are not charged for sales expenses when the exchange is effected. We place these
amounts in the same withdrawal charge category under the new Back Load Contract
as they were before.
We place exchange proceeds from fixed contracts which have no surrender charge
provisions in the 0% withdrawal charge category. As an alternative, exchange
proceeds from such a fixed contract may be added to a Front Load Contract or to
a Deferred Contract issued prior to December 17, 1981 without any deduction for
sales expenses.
20
<PAGE> 29
Fixed annuity contracts (which are not described in this prospectus) are
available in exchange for the Contracts on a comparable basis.
- -------------------------------------------------------------------------------
DISTRIBUTION OF THE CONTRACTS
We sell the Contracts through individuals who, in addition to being licensed
insurance agents of Northwestern Mutual Life, are registered representatives of
Northwestern Mutual Investment Services, LLC, our wholly-owned subsidiary.
Northwestern Mutual Investment Services, LLC is a registered broker-dealer under
the Securities Exchange Act of 1934, and a member of the National Association of
Securities Dealers. Where state law requires, these agents will also be licensed
securities salesmen. Commissions paid to the agents on sales of the Contracts
will not exceed 4% of purchase payments.
21
<PAGE> 30
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DISTRIBUTION OF THE
CONTRACTS.....................................B-2
DETERMINATION OF ANNUITY
PAYMENTS......................................B-2
Amount of Annuity Payments..................B-2
Annuity Unit Value..........................B-3
Illustrations of Variable Annuity
Payments..................................B-3
VALUATION OF ASSETS OF THE
ACCOUNT.......................................B-4
TRANSFERABILITY RESTRICTIONS....................B-4
EXPERTS.........................................B-4
FINANCIAL STATEMENTS OF THE
ACCOUNT (for the two years ended
December 31, 1999)...........................B-5
REPORT OF INDEPENDENT
ACCOUNTANTS (for the two
years ended December 31, 1999)................B-11
FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL LIFE
(for the three years ended
December 31, 1999)...........................B-12
REPORT OF INDEPENDENT
ACCOUNTANTS (for the three years
ended December 31, 1999).....................B-25
</TABLE>
This Prospectus sets forth concisely the information about NML Variable
Annuity Account A that a prospective investor ought to know before investing.
Additional information about Account A has been filed with the Securities and
Exchange Commission in a Statement of Additional Information which is
incorporated herein by reference. The Statement of Additional Information is
available upon request and without charge from The Northwestern Mutual Life
Insurance Company. To receive a copy, return the request form to the address
listed below, or telephone (414) 271-1444.
<TABLE>
<S><C>
- ------------------------------------------------------------------------------------------------------------
TO: The Northwestern Mutual Life Insurance Company
Annuity and Accumulation Products Marketing Department
Room E12J
720 East Wisconsin Avenue
Milwaukee, WI 53202
Please send a Statement of Additional Information for NML Variable Annuity Account A to:
Name
-------------------------------------------------------------------------------------------------
Address
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
City State Zip
--------------------------------------------------------------- ------------ -----------
</TABLE>
<PAGE> 31
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
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
for Retirement Plans of Self-Employed Persons
and Their Employees
NML VARIABLE ANNUITY ACCOUNT A
NORTHWESTERN MUTUAL SERIES FUND, INC.
RUSSELL INSURANCE FUNDS
P R O S P E C T U S
Investment Company Act File Nos. 811-3990 and 811-5371
NORTHWESTERN
MUTUAL LIFE(R)
PO Box 3095
Milwaukee WI 53201-3095
Change Service Requested
40902
<PAGE> 32
STATEMENT OF ADDITIONAL INFORMATION
VARIABLE ANNUITY CONTRACTS
(for Retirement Plans of Self-Employed Persons and their Employees)
NML VARIABLE ANNUITY ACCOUNT A
(the "Account"),
a separate investment account of
The Northwestern Mutual Life Insurance Company
("Northwestern Mutual Life")
- --------------------------------------------------------------------------------
This Statement of Additional Information is not a prospectus but
supplements and should be read in conjunction with the prospectus for
the Contracts. A copy of the prospectus may be obtained from The
Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, telephone number (414) 271-1444.
- --------------------------------------------------------------------------------
The Date of the Prospectus to which this Statement of Additional
Information Relates is March 31, 2000.
The Date of this Statement of Additional Information is March 31, 2000.
B-1
<PAGE> 33
DISTRIBUTION OF THE CONTRACTS
The Contracts are offered on a continuous basis exclusively through
individuals who, in addition to being life insurance agents of Northwestern
Mutual Life, are registered representatives of Northwestern Mutual Investment
Services, LLC ("NMIS").
NMIS may be considered the underwriter of the Contracts for purposes of
the federal securities laws. The following amounts of commissions were paid on
sales of the Contracts, including commissions on sales of variable annuity
contracts to corporate pension plans, during each of the last three years:
<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1999 $2,679,128
1998 $2,760,049
1997 $2,203,105
</TABLE>
DETERMINATION OF ANNUITY PAYMENTS
The following discussion of the method for determining the amount of
monthly annuity payments under a variable payment plan is intended to be read in
conjunction with these sections of the prospectus for the Contracts: "Variable
Payment Plans", p. 14, including "Description of Payment Plans", p. 14, "Amount
of Annuity Payments", p. 14, and "Assumed Investment Rate", p. 14; "Dividends",
p. 15; "Net Investment Factor", p. 13; and "Deductions", p. 18.
AMOUNT OF ANNUITY PAYMENTS The amount of the first annuity payment under a
variable Payment Plan will be determined on the basis of the particular Payment
Plan selected, the annuity payment rate and, for plans involving life
contingencies, the Annuitant's adjusted age. The amount of the first payment is
the sum of the payments from each Division of the Account determined by applying
the appropriate annuity payment rate to the product of the number of
Accumulation Units in the Division on the effective date of the Payment Plan and
the Accumulation Unit value for the Division on that date. Annuity rates
currently in use are based on the 1983 a Table with age adjustment.
Variable annuity payments after the first will vary from month to month
and will depend upon the number and value of Annuity Units credited to the
Annuitant. After the effective date of a Payment Plan a Contract will not share
in the divisible surplus of Northwestern Mutual Life.
The number of Annuity Units in each Division is determined by dividing the
amount of the first annuity payment from the Division by the value of an Annuity
Unit on the effective date of the Payment Plan. The number of Annuity Units thus
credited to the Annuitant in each Division remains constant throughout the
annuity period. However, the value of Annuity Units in each Division will
fluctuate with the investment experience of the Division.
The amount of each variable annuity payment after the first is the sum of
payments from each Division determined by multiplying this fixed number of
Annuity Units each month by the value of an Annuity Unit for the Division on (a)
the fifth valuation date prior to the payment due date if the payment due date
is a valuation date, or (b) the sixth valuation date prior to the payment due
date if the payment due date is not a valuation date. To illustrate, if a
payment due date falls on a Friday, Saturday or Sunday, the amount of the
payment will normally be based upon the Annuity Unit value calculated on the
preceding Friday. The preceding Friday would be the fifth valuation date prior
to the Friday due date, and the sixth valuation date prior to the Saturday or
Sunday due dates.
B-2
<PAGE> 34
ANNUITY UNIT VALUE The value of an Annuity Unit for each Division was
established at $1.00 as of the date operations began for that Division. The
value of an Annuity Unit on any later date varies to reflect the investment
experience of the Division, the Assumed Investment Rate on which the annuity
rate tables are based, and the deduction for mortality rate and expense risks
assumed by Northwestern Mutual Life.
The Annuity Unit value for each Division on any valuation date is
determined by multiplying the Annuity Unit value on the immediately preceding
valuation date by two factors: (a) the net investment factor for the current
period for the Division; and (b) an adjustment factor to neutralize the Assumed
Investment Rate used in calculating the annuity rate tables.
ILLUSTRATIONS OF VARIABLE ANNUITY PAYMENTS To illustrate the manner in
which variable annuity payments are determined consider this example. Item (4)
in the example shows the applicable monthly payment rate for an annuitant,
adjusted age 65, who has elected a life annuity Payment Plan with a certain
period of 10 years with an Assumed Investment Rate of 3-1/2% (Plan 2, as
described in the prospectus). The example is for a Contract with sex-distinct
rates.
<TABLE>
<S> <C> <C>
(1) Assumed number of Accumulation Units in
Balanced Division on maturity date ....................................... 25,000
(2) Assumed Value of an Accumulation Unit in
Balanced Division at maturity............................................. $2.000000
(3) Cash Value of Contract at maturity, (1) X (2)............................. $50,000
(4) Assumed applicable monthly payment rate per
$1,000 from annuity rate table............................................ $5.35
(5) Amount of first payment from Balanced Division,
(3) X (4) divided by $1,000............................................... $267.50
(6) Assumed Value of Annuity Unit in
Balanced Division at maturity............................................. $1.500000
(7) Number of Annuity Units credited in
Balanced Division, (5) divided by (6)..................................... 178.33
</TABLE>
The $50,000 value at maturity provides a first payment from the Balanced
Division of $267.50, and payments thereafter of the varying dollar value of
178.33 Annuity Units. The amount of subsequent payments from the Balanced
Division is determined by multiplying 178.33 units by the value of an Annuity
Unit in the Balanced Division on the applicable valuation date. For example, if
that unit value is $1.501000, the monthly payment from the Division will be
178.33 multiplied by $1.501000, or $267.68.
However, the value of the Annuity Unit depends entirely on the
investment performance of the Division. Thus in the example above, if the net
investment rate for the following month was less than the Assumed Investment
Rate of 3-1/2%, the Annuity Unit would decline in value. If the Annuity Unit
value declined to $1.499000 the succeeding monthly payment would then be 178.33
X $1.499000, or $267.32.
For the sake of simplicity the foregoing example assumes that all of
the Annuity Units are in the Balanced Division. If there are Annuity Units in
two or more Divisions, the annuity payment from each Division is calculated
separately, in the manner illustrated, and the total monthly payment is the sum
of the payments from the Divisions.
B-3
<PAGE> 35
VALUATION OF ASSETS OF THE ACCOUNT
The value of Portfolio or Fund shares held in each Division of the
Account at the time of each valuation is the redemption value of such shares at
such time. If the right to redeem shares of a Portfolio or Fund has been
suspended, or payment of redemption value has been postponed, for the sole
purpose of computing annuity payments the shares held in the Account (and
Annuity Units) may be valued at fair value as determined in good faith by the
Board of Trustees of Northwestern Mutual Life.
TRANSFERABILITY RESTRICTIONS
Ownership of a Contract cannot be changed or the Contract sold,
assigned or pledged as collateral for a loan, or for any other purpose, to any
person other than Northwestern Mutual Life; except, that if the Owner of the
Contract is a trustee of an employee trust qualified under the Code, or the
custodian of a custodial account treated as such, it may transfer the Contract
to a successor trustee or custodian. In addition, the trustee or custodian, as
well as the employer under a qualified non-trusted pension plan, may assign the
Contract to an employee upon termination of employment.
EXPERTS
The financial statements of the Account as of December 31, 1999 and for
each of the two years in the period ended December 31, 1999 and of Northwestern
Mutual Life as of December 31, 1999 and 1998 and for each of the three years in
the period ended December 31, 1999 included in this Statement of Additional
Information 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. PricewaterhouseCoopers LLP
provides audit services for the Account. The address of PricewaterhouseCoopers
LLP is 100 East Wisconsin Avenue, Suite 1500, Milwaukee, Wisconsin 53202.
B-4
<PAGE> 36
Pages B-5 through B-11 are reserved for
pages through from the
December 31, 1999 Annual Report
for NML Variable Annuity Account A.
B-5
<PAGE> 37
B-6
<PAGE> 38
B-7
<PAGE> 39
B-8
<PAGE> 40
B-9
<PAGE> 41
B-10
<PAGE> 42
B-11
<PAGE> 43
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL LIFE
The following financial statements of Northwestern Mutual Life should be
considered only as bearing upon the ability of Northwestern Mutual Life to meet
its obligations under the Contracts.
(pages B-12 through B-25 are reserved for the 12/31/99
Consolidated Financial Statements of
The Northwestern Mutual Life insurance Company)
The accompanying notes are an integral
part of the financial statements
B-12
<PAGE> 44
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DISTRIBUTION OF THE CONTRACTS...................................................................................B-2
DETERMINATION OF ANNUITY PAYMENTS...............................................................................B-2
Amount of Annuity Payments.............................................................................B-2
Annuity Unit Value.....................................................................................B-3
Illustrations of Variable Annuity Payments.............................................................B-3
VALUATION OF ASSETS OF THE ACCOUNT..............................................................................B-4
TRANSFERABILITY RESTRICTIONS....................................................................................B-4
EXPERTS.........................................................................................................B-4
FINANCIAL STATEMENTS OF THE ACCOUNT.............................................................................B-5
(for the two years ended December 31, 1999)
REPORT OF INDEPENDENT ACCOUNTANTS..............................................................................B-11
(for the two years ended December 31, 1999)
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL LIFE...............................................................B-12
(for the three years ended December 31, 1999)
REPORT OF INDEPENDENT ACCOUNTANTS..............................................................................B-25
(for the three years ended December 31, 1999)
</TABLE>
B-26
<PAGE> 45
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
The financial statements of NML Variable Annuity
Account A and The Northwestern Mutual Life Insurance
Company are included in the Statement of Additional
Information.
NML Variable Annuity Account A
(for the two years ended December 31, 1999)
Statement of Assets and Liabilities
Statement of Operations and Changes in Equity
Notes to Financial Statements
Report of Independent Accountants
The Northwestern Mutual Life Insurance Company
(for the three years ended December 31, 1999)
Consolidated Statement of Financial Position
Consolidated Summary of Operations
Consolidated Statement of Changes in Surplus
Consolidated Statement of Cash Flows
Notes to Consolidated Statutory Financial
Statements Report of Independent Accountants
(b) Exhibits
Exhibit B(4)(a) Flexible Payment Variable Annuity
Front Load Contract, RR.V.A.
(032000) (sex neutral)
Exhibit B(4)(a)(1) Flexible Payment Variable Annuity
Back Load Contract, RR.V.A.
(032000) (sex neutral)
Exhibit B(4)(b) Variable Annuity Front Load and Back
Load Contract Payment Rate
Tables, RR.V.A.B (032000), included
in Exhibits B(4)(a) and B(4)(a)(1)
above (sex distinct)
Exhibit B(4)(c) Enhanced Death Benefit for Front
Load and Back Load Contracts, VA.
EDB. (032000), included in Exhibits
B(4)(a) and B(4)(a)(1) above
Exhibit B(4)(d) Waiver of Withdrawal Charge for
Back Load Contract, VA.WWC.
(032000), included in Exhibit
B(4)(a)(1) above
Exhibit B(5) Application forms for Front Load
and Back Load Contracts,
included in Exhibits B(4)(a) and
B(4)(a)(1) above
Exhibit B(10) Consent of PricewaterhouseCoopers
LLP (to be filed by amendment)
Item 25. Directors and Officers of the Depositor
C-1
<PAGE> 46
The following lists include all of the Trustees, executive officers and other
officers of The Northwestern Mutual Life Insurance Company as of January 1,
2000, without regard to their activities relating to variable annuity contracts
or their authority to act or their status as "officers" as that term is used for
certain purposes of the federal securities laws and rules thereunder.
TRUSTEES
<TABLE>
<CAPTION>
Name Business Address
- ---- ----------------
<S> <C>
R. Quintus Anderson Aarque Capital Corporation
20 West Fairmount Avenue
P.O. Box 109
Lakewood, NY 14750-0109
Edward E. Barr Sun Chemical Corporation
222 Bridge Plaza South
Fort Lee, NJ 07024
Gordon T. Beaham III Faultless Starch/Bon Ami Co.
1025 West Eighth Street
Kansas City, MO 64101
Robert C. Buchanan Fox Valley Corporation
100 West Lawrence Street
P.O. Box 727
Appleton, WI 54911
Robert E. Carlson The Northwestern Mutual Life
Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
George A. Dickerman Spalding Sports Worldwide
425 Meadow Street
P.O. Box 901
Chicopee, MA 01021-0901
Pierre S. du Pont Richards, Layton and Finger
P.O. Box 551
1 Rodney Square
Wilmington, DE 19899
James D. Ericson The Northwestern Mutual Life
Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
J. E. Gallegos Gallegos Law Firm
460 St. Michaels Drive
Building 300
Santa Fe, NM 87505
</TABLE>
C-2
<PAGE> 47
<TABLE>
<S> <C>
Stephen N. Graff 805 Lone Tree Road
Elm Grove, WI 53122-2014
Patricia Albjerg Graham Graduate School of Education
Harvard University
420 Gutman
Cambridge, MA 02138
Stephen F. Keller 101 South Las Palmas Avenue
Los Angeles, CA 90004
Barbara A. King Landscape Structures, Inc.
Route 3
601-7th Street South
Delano, MN 55328
J. Thomas Lewis 228 St. Charles Avenue
Suite 1024
New Orleans, LA 70130
Daniel F. McKeithan, Jr. Tamarack Petroleum Company, Inc.
Suite 1920
777 East Wisconsin Avenue
Milwaukee, WI 53202
Guy A. Osborn Universal Foods Corp.
433 East Michigan Street
Milwaukee, WI 53202
Timothy D. Proctor Diageo plc
8 Henrietta Place
London W1M 9AG
United Kingdom
H. Mason Sizemore, Jr. The Seattle Times
Fairview Avenue North and John Street
P.O. Box 70
Seattle, WA 98109
Harold B. Smith, Jr. Illinois Tool Works, Inc.
3600 West Lake Avenue
Glenview, IL 60625-5811
Sherwood H. Smith, Jr. Carolina Power & Light Company
411 Fayetteville Street Mall
P.O. Box 1551
Raleigh, NC 27602
Peter M. Sommerhauser Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202-3590
</TABLE>
C-3
<PAGE> 48
<TABLE>
<S> <C>
John E. Steuri Advanced Thermal Technologies
2102 Riverfront Drive, Suite 120
Little Rock, AR 72202-1747
John J. Stollenwerk Allen-Edmonds Shoe Corporation
201 East Seven Hills Road
P.O. Box 998
Port Washington, WI 53074-0998
Barry L. Williams Williams Pacific Ventures, Inc.
100 First Street
Suite 2350
San Francisco, CA 94105
Kathryn D. Wriston c/o Shearman & Sterling
599 Lexington Avenue
Room 1126
New York, NY 10022
</TABLE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
Deborah A. Beck Senior Vice President
William H. Beckley Senior Vice President
Robert J. Berdan Vice President
John M. Bremer Executive Vice President, General Counsel & Secretary
Peter W. Bruce Executive Vice President
Robert E. Carlson Executive Vice President and Trustee
Steven T. Catlett Vice President
Mark G. Doll Senior Vice President
Thomas E. Dyer Vice President
James D. Ericson President and Chief Executive Officer, Trustee
Richard L. Hall Senior Vice President
William C. Koenig, FSA Senior Vice President and Chief Actuary
Gary E. Long Vice President and Controller
Susan A. Lueger Vice President
Meridee J. Maynard Vice President
Donald L. Mellish Senior Vice President
Bruce L. Miller Senior Vice President
Gregory C. Oberland Vice President
Barbara F. Piehler Vice President
James F. Reiskytl Vice President
Mason G. Ross Senior Vice President
John E. Schlifske Vice President
Leonard F. Stecklein Senior Vice President - Policyowner Services
Frederic H. Sweet Senior Vice President
J. Edward Tippetts Vice President
Martha M. Valerio Vice President
W. Ward White Vice President
Walt J. Wojcik Senior Vice President
</TABLE>
C-4
<PAGE> 49
<TABLE>
<S> <C>
Edward J. Zore Executive Vice President
</TABLE>
OTHER OFFICERS
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
John M. Abbott Associate Director - Benefits Research
Carl G. Amick Director - Disability Benefits
Thomas R. Anderson Vice President - Marketing
Maria J. Avila Assistant Controller
Michael J. Backus Associate Director - Information Systems
John E. Bailey Senior Actuary
Nicholas H. Bandow Assistant Director - Information Systems
Lynn F. Bardele Assistant Director - Field Training & Development
Margaret A. Barkley Assistant Director
Walter L. Barlow Assistant Director - Education
Rebekah B. Barsch Director - NML Foundation
Sandra L. Barton Assistant Director - Marketing
Bradford P. Bauer Assistant Director - Advanced Marketing
Beth M. Berger Assistant General Counsel & Assistant Secretary
Frederick W. Bessette Assistant General Counsel & Assistant Secretary
Carrie L. Bleck Assistant Director
D. Rodney Bluhm Assistant General Counsel
Jessica J. Borgmann Assistant Director - Agency Recruiting
Willette Bowie Employee Relations Director
Martin R. Braasch Director - Underwriting Standards & Services
Patricia R. Braeger Associate Director - Information Systems
James A. Brewer Investment Research Officer
William J. Buholzer Employee Relations Director
Michael S. Bula Assistant General Counsel
Jerry C. Burg Associate Director - Field Benefits
Pency P. Byhardt Assistant Director - New Business
Gregory B. Bynan Director - Corporate Services
Kim M. Cafaro Assistant General Counsel & Assistant Secretary
John E. Cain Assistant Director - Life Benefits
Gwen C. Canady Assistant Director-Mutual Funds
Shanklin B. Cannon, M.D. Medical Director - Life Products/Research
Terese J. Capizzi Assistant Director
Kurt P. Carbon Assistant Regional Director
John P. Carrick Assistant Director - Investment Services
Michael G. Carter Assistant General Counsel & Assistant Secretary
William W. Carter Associate Actuary
John E. Caspari Assistant Director - Advertising & Corporate
Information
Walter J. Chossek Associate Controller
Thomas R. Christenson Director - Advanced Marketing
Eric P. Christophersen Associate Director
Alan E. Close Associate Controller
Carolyn M. Colbert Assistant Director - New Business
Margaret Winter Combe Director - Corporate Development
</TABLE>
C-5
<PAGE> 50
<TABLE>
<S> <C>
Virginia A. Corwin Assistant Director - New Business
Barbara E. Courtney Associate Director - Mutual Funds
Dennis J. Darland Assistant Director - Disability Income
Thomas H. Davis Associate Director - Information Systems
Nicholas De Fino Assistant Director
Carol A. Detlaf Director - Annuity Administration
Colleen Devlin Assistant Director - Communications
Glen W. DeZeeuw Director - Agency Services
Joseph Dobering, III Director - Underwriting Standards & Services
Jennifer L. Docea Actuary
Lisa C. Dodd Actuary
Richard P. Dodd Assistant Director - Agency
Daniel C. Dougherty Director - Personal Markets
Margaret T. Dougherty Assistant Director - Information Systems
John R. Dowell Director - Workforce Diversity
William O. Drehfal Assistant Director - Media Services
Steven J. Dryer Associate Director
Jeffrey S. Dunn Vice President
John E. Dunn Assistant General Counsel & Assistant Secretary
Somayajulu Durvasula Associate Director - Field Financial
James R. Eben Assistant General Counsel & Assistant Secretary
Magda El Sayed Assistant Director - Information Systems
Michael S. Ertz Assistant Director - Advanced Marketing
Thomas F. Fadden Assistant Director - Information Systems
Christina H. Fiasca Director - Policyowner Services
Zenia J. Fieldbinder Assistant Director - Annuity Accumulation
Richard F. Fisher Senior Actuary
Dennis J. Fitzpatrick Director - Advanced Marketing
Jon T. Flaschner Director - Policyowner Services
Kate M. Fleming Assistant General Counsel & Assistant Secretary
Carol J. Flemma Assistant Director - Marketing
John E. Fobes II Assistant Director - Agency Services
Donald Forecki Investment Officer
Phillip B. Franczyk Vice President
Stephen H. Frankel Vice President
Anne A. Frigo Assistant Director - New Business
Richard R. Garthwait Vice President - Field Financial
David L. Georgenson Director - Agent Development
Timothy L. Gergens Financial Officer
Paulette A. Getschman Assistant Director - Policyowner Services
James W. Gillespie Vice President
Walter M. Givler Director - Corporate Services
Robert P. Glazier Director - New Business
Robert K. Gleeson, M.D. Vice President - Medical Director
Mark J. Gmach Director - Agency
Jason G. Goetze Assistant Director - Marketing
David Lee Gosse Assistant Director - Disability Benefits
William F. Grady Director of Field Finances
John M. Grogan Director - Disability Income
Thomas C. Guay Director - Field Financial
Gerald A. Haas Assistant Director - Information Systems
</TABLE>
C-6
<PAGE> 51
<TABLE>
<S> <C>
Patricia Ann Hagen Assistant Director - Information Systems
Ronald D. Hagen Vice President
Lori A. Hanes Director - Human Resources
William M. Harris Assistant Regional Director - South
Dennis R. Hart Assistant Director - Agent Development
James C. Hartwig Vice President - Advanced Marketing
Paul F. Heaton Assistant General Counsel & Assistant Secretary
William L. Hegge Associate Director of Telecommunications
Wayne F. Heidenreich Medical Director
Jacquelyn F. Heise Associate Director - Information Systems
Robert L. Hellrood Director - New Business
Herbert F. Hellwig Assistant Director - Personal Markets
Jane A. Herman Director - Term Upgrade
Gary M. Hewitt Vice President & Treasurer
Donna R. Higgins Associate Director - Information Systems
David L. Hilbert Investment Officer
Karla D. Hill Human Resource Officer
Susan G. Hill Assistant Director
John D. Hillmer Assistant Director - Information Systems
Hugh L. Hoffman Assistant Director - Information Systems
Richard S. Hoffmann Director - Audit
Terence J. Holahan Assistant Director - Long Term Care Sales
Bruce Holmes Associate Actuary
Elizabeth S. Idleman Assistant General Counsel & Assistant Secretary
Scott C. Iodice Assistant Director - Agency
Joseph P. Jansky Assistant Director - Corporate Planning
Michael D. Jaquint Assistant Actuary
Dolores A. Juergens Associate Director of Restaurant Operations
Mark Kaprelian Assistant General Counsel & Assistant Secretary
Marilyn J. Katz Assistant Director - Medical Consultants
John C. Kelly Associate Controller
Kevin C. Kennedy Assistant Director - Architecture
James B. Kern Regional Director - Central Region
Donald C. Kiefer Vice President
Jason T. Klawonn Assistant Actuary
Allen B. Kluz Director - Field Financial
Beatrice C. Kmiec Assistant Regional Director - East
James A. Koelbl Assistant General Counsel & Assistant Secretary
John L. Kordsmeier Director - Policyowner Services
Robert J. Kowalsky Chief Architect
Carol L. Kracht Assistant General Counsel & Assistant Secretary
Martha Krawczak Officer - Life and Disability
Jeffrey J. Krygiel Assistant Actuary
Todd L. Laszewski Associate Actuary
Patrick J. Lavin Director - Disability Benefits
James L. Lavold Associate Director - Meetings
Elizabeth J. Lentini Assistant General Counsel & Assistant Secretary
Sally Jo Lewis Assistant General Counsel & Assistant Secretary
Mark P. Lichtenberger Associate Director - LINK Technical Planning
Paul E. Lima Vice President-International Insurance Operations
Steven M. Lindstedt Assistant Director - Information Systems
</TABLE>
C-7
<PAGE> 52
<TABLE>
<S> <C>
Melissa C. Lloyd Assistant Director - Advanced Marketing
James Lodermeier Assistant Director - Tax Planning
George R. Loxton Assistant General Counsel & Assistant Secretary
Mary M. Lucci Director - New Business
Christine M. Lucia Human Resources Officer
Mark J. Lucius Corporate Information Officer
Merrill C. Lundberg Assistant General Counsel & Assistant Secretary
Jon K. Magalska Associate Actuary
Jean M. Maier Vice President - Life Benefits
Joseph Maniscalco Associate Director - Information Systems
Raymond J. Manista Assistant General Counsel & Assistant Secretary
Steven C. Mannebach Assistant Director - Field Financial Services
Jeffrey S. Marks Multi Life, Research & Reinsurance Officer
Steve Martinie Assistant General Counsel & Assistant Secretary
Ted A. Matchulat Actuarial Products Officer
Shawn P. Mauser Assistant Director - Personal Markets
Margaret McCabe Director - Policy Benefits Systems
Richard A. McComb Director - Human Resources
William L. McCown Vice President & Investment Counsel
Paul E. McElwee Assistant General Counsel & Assistant Secretary
James L. McFarland Assistant General Counsel & Assistant Secretary
Daniel E. McGinley Director - Management Development
Allan J. McDonell Assistant Director - Equity Compliance
Mark J. McLennon Assistant Director
Arthur J. Mees Jr. Assistant Actuary
Robert J. Meiers Ad Valorem Tax Manager
Larry S. Meihsner Assistant General Counsel & Assistant Secretary
Robert G. Meilander Vice President
Richard E. Meyers Assistant General Counsel
Patricia A. Michel Assistant Director - Policyowner Services
Jay W. Miller Vice President & Tax Counsel
Sara K. Miller Vice President
Jill Mocarski Associate Medical Director
Tom M. Mohr Director of Policyowner Services - South
Richard C. Moore Associate Actuary
Scott J. Morris Assistant General Counsel & Assistant Secretary
Sharon A. Morton Investment Officer
Adrian J. Mullin Assistant Director - Personal Markets
Timothy P. Murphy Assistant Director-Marketing
Randolph J. Musil Assistant Director - Advanced Marketing
John E. Muth Assistant Director - Advanced Marketing
David K. Nelson Assistant General Counsel
Ronald C. Nelson Director
Timothy Nelson Assistant Director - Marketing
Leon W. Nesbitt Vice President-Agency
Karen M. Niessing Director - Policyowner Services
Daniel J. O'Meara Director - Field Financial
Mary Joy O'Meara Assistant Director - Advanced Marketing
Kathleen A. Oman Associate Director - Information Systems
Thomas A. Pajewski Investment Research Officer
Arthur V. Panighetti Director - Tax Planning
</TABLE>
C-8
<PAGE> 53
<TABLE>
<S> <C>
Christen L. Partleton Associate Director - Policyowner Services
Jeffrey L. Pawlowski Assistant Director - Agency Development
David W. Perez Assistant General Counsel
Judith L. Perkins Assistant General Counsel & Assistant Secretary
Wilson D. Perry Assistant General Counsel & Assistant Secretary
Gary N. Peterson Actuary
John C. Peterson Director of Policyowner Services - West
Harvey W. Pogoriler Assistant General Counsel
Randolph R. Powell, M.D. Medical Director
Mark A. Prange Associate Director - Information Systems
Brian R. Pray Assistant Regional Director - New Business
Thomas O. Rabenn Assistant General Counsel & Assistant Secretary
David R. Remstad Senior Actuary
David R. Retherford Assistant Director of New Business - Central
Stephen M. Rhode Assistant Director - Qualified Benefits
Richard R. Richter Vice President
Daniel A. Riedl Assistant General Counsel
Marcia Rimai Vice President - Litigation Counsel
Kathleen M. Rivera Vice President - Insurance Counsel
Faith B. Rodenkirk Assistant Director - Group Marketing
James S. Rolfsmeyer Assistant Director - Information Systems
Lora A. Rosenbaum Director - New Business
Robert K. Roska Associate Director - Information Systems
Sue M. Roska Director - Systems and Services
Harry L. Ruppenthal Director of Policyowner Services - East
Stephen G. Ruys Assistant Director - Information Systems
Rose Kordich Sasich Assistant Director of Systems
Mary Ann Schachtner Director - Field Training & Development
Linda Ann Schaefer Assistant Director - Marketing
Timothy G. Schaefer Assistant Director - Investment Services Architecture
Thomas F. Scheer Assistant General Counsel & Assistant Secretary
Carlen A. Schenk Associate Director
Jane A. Schiltz Vice President - Disability Income
Kathleen H. Schluter Assistant General Counsel & Assistant Secretary
Calvin R. Schmidt Associate Director - Information Systems
Rodd Schneider Assistant General Counsel & Assistant Secretary
Sarah R. Schneider Assistant Director - Corporate Project
John O. Schnorr Assistant Director
Margaret R. Schoewe Vice President - Information Systems
John F. Schroeder Associate Director of Field Office Real Estate
Donna L. Schwartz Assistant Director - Customer Service
Melva T. Seabron Director - Corporate Services
Norman W. Seguin, II Investment Officer - Ad Valorem Taxes
Catherine L. Shaw Assistant General Counsel & Assistant Secretary
John E. Sheaffer, Jr. Assistant Director - Agent Development
Janet Z. Silverman Director - New Business
Stephen M. Silverman Assistant General Counsel
David W. Simbro Managing Director - Life Marketing
Paul W. Skalecki Associate Actuary
Cynthia S. Slavik Assistant Director - Environmental Engineer
Landon T. Smith Assistant Director - Replacements
</TABLE>
C-9
<PAGE> 54
<TABLE>
<S> <C>
Mark W. Smith Assistant General Counsel & Assistant Secretary
Warren L. Smith, Jr. Investment Officer - Architecture
Steven W. Speer Director - Annuity & Mutual Fund Marketing
Robert J. Spellman, M.D. Vice President & Chief Medical Director
Steve P. Sperka Assistant Actuary
Mark A. Stalsberg Assistant Director - Agency
Barbara J. Stansberry Director - New Business
Bonnie L. Steindorf Director - Department Operations
Steven H. Steidinger Assistant Director - Marketing
Karen J. Stevens Assistant General Counsel & Assistant Secretary
Steven J. Stribling Associate Actuary
Stephen J. Strommen Associate Actuary
Theodore H. Strupp Assistant Director
Daniel J. Suprenant Director - Group Disability Marketing
Victoria A. Sweigart Human Resources Officer
Rachel L. Taknint Assistant General Counsel & Assistant Secretary
Thomas Talajkowski Assistant Director - Tax Compliance
Paul B. Tews Director - Investment Planning
Deanna L. Tillisch Assistant Director - Media Relations
Susan M. Tompkins Director - Agency
Thomas W. Towers Associate Director - Public Relations
Gloria E. Tracy Assistant Director - Marketing
Linda K. Tredupp Assistant Director - Information Systems
Chris G. Trost Associate Actuary
Mark J. Van Cleave Assistant Director of Marketing Research
Michael T. Van Grinsven Assistant Director - Management Development
Mary Beth Van Groll Vice President - Information Systems
Gloria J. Venski Associate Director - Disability Benefits
Janine L. Wagner Assistant Director - Investment Services
Scott E. Wallace Assistant Director - Projects
Hal W. Walter Vice President
P. Andrew Ware Vice President
Mary L. Wehrle-Schnell Associate Director - Information Systems
Daniel T. Weidner Assistant Director - Information Systems
Joel S. Weiner Assistant Medical Director
Ronald J. Weir Associate Director - Information Systems
Kenneth R. Wentland Assistant Director of Policyowner Services - East
David B. Wescoe Vice President to President
Sandra D. Wesley Associate Director of Special Projects
Catherine A. Wilbert Assistant General Counsel & Assistant Secretary
David L. Wild Director - Corporate Services
Donald R. Wilkinson Vice President - Agency
Jeffrey B. Williams Risk Manager
John K. Wilson Director - Personal Markets
Penelope A. Woodcock Associate Director - Benefit Systems
Richard W. Woody Assistant Director - Agency
Stanford A. Wynn Assistant Director - Advanced Marketing
Catherine M. Young Assistant General Counsel & Assistant Secretary
Michael L. Youngman Vice President - Legislative Representative
James A. Youngquist Associate Actuary
Richard S. Zakrzewski Associate Research Officer
</TABLE>
C-10
<PAGE> 55
<TABLE>
<S> <C>
John Zao Assistant Director - Information Systems
Diana M. Zawada Associate Director
Rick T. Zehner Director - Corporate Planning
Patricia A. Zimmermann Investment Officer - Real Estate Systems
Ray Zimmermann Director - LINK Information Network
Philip R. Zwieg Vice President - Technical Support
Robert E. Zysk Director - Tax Compliance
</TABLE>
The business addresses for all of the executive officers and other officers is
720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
Item 26. Persons Controlled By or Under Common Control with the Depositor or
Registrant
The subsidiaries of The Northwestern Mutual Life Insurance Company
("Northwestern Mutual Life"), as of August 31, 1999 are set forth on pages C-12
and C-13. In addition to the subsidiaries set forth pages on C-12 and C-13, the
following separate investment accounts (which include the Registrant) may be
deemed to be either controlled by, or under common control with, Northwestern
Mutual Life:
1. NML Variable Annuity Account A
2. NML Variable Annuity Account B
3. NML Variable Annuity Account C
4. Northwestern Mutual Variable Life Account
Northwestern Mutual Series Fund, Inc. and Russell Insurance Funds (the
"Funds"), shown on page C-12 as subsidiaries of Northwestern Mutual Life, are
investment companies registered under the Investment Company Act of 1940,
offering their shares to the separate accounts identified above; and the shares
of the Funds held in connection with certain of the accounts are voted by
Northwestern Mutual Life in accordance with voting instructions obtained from
the persons who own, or are receiving payments under, variable annuity contracts
or variable life insurance policies issued in connection with the accounts, or
in the same proportions as the shares which are so voted.
C-11
<PAGE> 56
NML CORPORATE STRUCTURE*
(AS OF AUGUST 31, 1999)
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
General Account
NML Variable Annuity Account A
NML Variable Annuity Account B
NML Variable Annuity Account C
NML Group Annuity Separate Account
NML Variable Life Account
Eiger Corporation - 100%
Frank Russell Company and its subsidiaries - 100%
Bradford, Inc. 100%
NML/Tallahassee, Inc. - 100%
Northwestern Investment Management Company - 100%
Northwestern Mutual Las Vegas, Inc. - 100%
Northwestern Long Term Care Insurance Company - 100%
Northwestern International Holdings, Inc. - 100%
Northwestern Foreign Holdings B.V. - 100%
Saskatoon Centre, Limited (inactive) - 100%
Northwestern Mutual Series Fund, Inc. (and its 11 portfolios) - 100%
Russell Insurance Funds (and its 5 funds) - 70.8%
Mason Street Funds, Inc. (and its 11 funds) - 77.03%
MGIC Investment Corporation - 10.5%. MGIC holds 100% of the voting stock of
the following:
Mortgage Guaranty Reinsurance Corporation, MGIC, MGIC Reinsurance
Corporation of Wisconsin, MGIC Mortgage Insurance Corporation, and various
subsidiaries.
Baird Financial Corporation - 80%. Baird Financial Corporation holds 83% of
the voting stock of Robert W. Baird & Co., Incorporated and various
subsidiaries.
Northwestern Mutual Investment Services, LLC - 100%
Northwestern Reinsurance Holdings N.V. - 100%
Northwestern Financial Group LLC - 100%
NML REAL ESTATE HOLDINGS, LLC - 100%
<TABLE>
<S> <C>
The Grand Avenue Corporation - 98.54% Burgundy, Inc. - 100%
Marina Pacific, Ltd. - 100% Amber, Inc. - 100%
Solar Resources, Inc. - 100% Olive, Inc. - 100%
Rocket Sports, Inc. (inactive) - 100% Bayridge, Inc. - 100%
Summit Sports, Inc. - 100% Ryan, Inc. - 100%
Greenway Sports, Inc. - 100% Pembrook, Inc. - 100%
RE Corporation - 100% PBClub, Inc. - 100%
INV Corp. - 100% Diversey, Inc. - 100%
Buffalo Promotions, Inc. - 100% Larkin, Inc. - 100%
NW Greenway #1 (inactive) - 100% Russet, Inc. - 100%
NW Greenway #9 - 100%
Logan, Inc. - 100%
Mitchell, Inc. - 100%
Cass Corporation - 100%
</TABLE>
*Except for MGIC Investment Corporation and its subsidiaries, includes all NML
mutual funds and other corporations of which more than 50% ownership is
controlled by NML.
C-12
<PAGE> 57
NML CORPORATE STRUCTURE, CONTINUED*
(AS OF AUGUST 31, 1999)
NML SECURITIES HOLDINGS, LLC-100%
<TABLE>
<S> <C>
NW Pipeline, Inc. - 100% Kristina International Sales, Inc. - 100%
Painted Rock Development Corporation - 100% NML/Mid Atlantic, Inc. - 100%
NML Development Corporation - 100%
Stadium and Arena Management, Inc. - 100%
Carlisle Ventures, Inc. - 100%
Park Forest Northeast, Inc. - 100%
Travers International Sales, Inc. - 100%
Highbrook International Sales, Inc. - 100%
Elderwood International Sales, Inc. - 100%
Mallon International Sales, Inc. - 100%
Higgins, Inc. - 100%
Hobby, Inc. - 100%
Baraboo, Inc. - 100%
Elizabeth International Sales, Inc. - 100%
Sean International Sales, Inc. - 100%
Alexandra International Sales, Inc. - 100%
Brian International Sales, Inc. - 100%
Jack International Sales, Inc. - 100%
Brendan International Sales, Inc. - 100%
Justin International FSC, Inc. - 100%
Mason & Marshall, Inc. - 100%
North Van Buren, Inc. - 100%
Northwestern Mutual Life
International, Inc. - 100%
White Oaks, Inc. - 100%
Hazel, Inc. - 100%
Maroon, Inc. - 100%
Coral, Inc. - 100%
Lydell, Inc. - 100%
Klode, Inc. - 100%
Chateau, Inc. - 100%
Lake Bluff, Inc. - 100%
Nicolet, Inc. - 100%
Tupelo, Inc. - 100%
KerryAnne International Sales, Inc. - 100%
Regina International Sales, Inc. - 100%
</TABLE>
*Except for MGIC Investment Corporation and its subsidiaries, includes all NML
mutual funds and other corporations of which more than 50% ownership is
controlled by NML.
C-13
<PAGE> 58
Item 27. Number of Contract Owners
As of December 31, 1999, 16,950 variable annuity contracts issued in
connection with NML Variable Annuity Account A were outstanding. All such
contracts were issued as contracts for plans qualifying for special treatment
under various provisions of the Internal Revenue Code.
Item 28. Indemnification
That portion of the By-laws of Northwestern Mutual Life relating to
indemnification of Trustees and officers is set forth in full in Article VII of
the By-laws of Northwestern Mutual Life, amended by resolution and previously
filed as an exhibit to the Registration Statement.
Item 29. Principal Underwriters
(a) Northwestern Mutual Investment Services, LLC ("NMIS"), the
broker-dealer subsidiary of Northwestern Mutual Life, may be considered the
principal underwriter currently distributing securities of the Registrant. NMIS
is also co-depositor, and may be considered the principal underwriter, for NML
Variable Annuity Account B and Northwestern Mutual Variable Life Account,
separate investment accounts of Northwestern Mutual Life registered under the
Investment Company Act of 1940 as unit investment trusts. In addition NMIS is
the investment adviser for Northwestern Mutual Series Fund, Inc.
(b) The directors and officers of NMIS are as follows:
<TABLE>
<CAPTION>
Name Position
- ---- ---------
<S> <C>
Maria J. Avila Assistant Treasurer
Barbara Bay Assistant Director, Equity Compliance, NMIS Office of
Supervisory Jurisdiction
Deborah A. Beck Director and Vice President, Variable Life Administration
William H. Beckley Executive Vice President, Sales
Peter W. Bruce Director
Robert E. Carlson Director
Thomas A. Carroll Vice President - Common Stocks
Walter J. Chossek Treasurer
Barbara E. Courtney Assistant Treasurer
Jefferson V. De Angelis Vice President - Fixed Income Securities
Mark G. Doll Executive Vice President, Investment Advisory Services
James R. Eben Assistant Secretary
Richard L. Hall Vice President, Variable Life Marketing
Lisa M. Heise Assistant Director, Equity Compliance, NMIS Office of
Supervisory Jurisdiction
Laila V. Hick Assistant Director, Equity Compliance, NMIS Office of
Supervisory Jurisdiction
Beatrice C. Kmiec Assistant Vice President, Variable Life Administration
Merrill C. Lundberg Secretary
Meridee J. Maynard President and CEO
Allan J. McDonell Vice President and Chief Compliance Officer
Ignatius L. Smetek Vice President - Common Stocks
Leonard F. Stecklein Vice President - Trust Services
Steven P. Swanson Vice President
</TABLE>
C-14
<PAGE> 59
<TABLE>
<S> <C>
Carla A. Thoke Director, Equity Compliance, NMIS Office of Supervisory
Jurisdiction
J. Edwards Tippetts Vice President, Sales Support
Julie Van Cleave Vice President - Common Stocks
Patricia L. Van Kampen Vice President - Common Stocks
William R. Walker Vice President
Robert J. Ziegler Assistant Treasurer
Edward J. Zore Director
</TABLE>
The address for each director and officer of NMIS is 720 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202.
(c) During 1999 life insurance agents of Northwestern Mutual Life who
are also registered representatives of NMIS received commissions, including
general agent overrides, in the aggregate amount of $2,679,128 for sales of
variable annuity contracts, and interests therein, issued in connection with the
Registrant. NMIS received compensation for its investment advisory services from
Northwestern Mutual Series Fund, Inc., the investment company in which assets of
the Registrant are invested.
Item 30. Location of Accounts and Records
All accounts, books or other documents required to be maintained in
connection with the Registrant's operations are maintained in the physical
possession of Northwestern Mutual Life at 720 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202.
Item 31. Management Services
There are no contracts, other than those referred to in Part A or Part
B of this Registration Statement, under which management-related services are
provided to the Registrant and pursuant to which total payments of $5,000 or
more were made during any of the last three fiscal years.
Item 32. Undertakings
(a) The Registrant undertakes to file a post-effective amendment to
this Registration Statement as frequently as is necessary to ensure that the
audited financial statements in the Registration Statement are never more than
16 months old for so long as payments under the variable annuity contracts may
be accepted.
(b) The Registrant undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information.
(c) The Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request.
(d) Reference is made to the indemnification provisions disclosed in
response to Item 28. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the registered securities, the Registrant
C-15
<PAGE> 60
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
C-16
<PAGE> 61
SIGNATURES
As required by the Securities Act of 1933, the Registrant, NML Variable
Annuity Account A, has duly caused this Amended Registration Statement to be
signed on its behalf, in the City of Milwaukee, and State of Wisconsin, on the
27th day of January, 2000.
NML VARIABLE ANNUITY ACCOUNT A
(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
President, General Counsel and Chief Executive Officer
and Secretary
As required by the Securities Act of 1933, this Amended Registration
Statement has been signed by the depositor on the 27th day of January, 2000.
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
(Depositor)
Attest: JOHN M. BREMER By:JAMES D. ERICSON
------------------------------- ----------------------------------
John M. Bremer, Executive Vice James D. Ericson, President
President, General Counsel and Chief Executive Officer
and Secretary
As required by 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:
Signature Title
- --------- -----
Trustee, President and
JAMES D. ERICSON Principal Executive and
- ----------------------------------------- Financial Officer
James D. Ericson
GARY E. LONG Vice President, Controller
- ----------------------------------------- and Principal Accounting
Gary E. Long Officer
HAROLD B. SMITH* Trustee Dated
- ----------------------------------------- January 27, 2000
Harold B. Smith
C-17
<PAGE> 62
J. THOMAS LEWIS* Trustee
- ----------------------------------------
J. Thomas Lewis
PATRICIA ALBJERG GRAHAM* Trustee
- ----------------------------------------
Patricia Albjerg Graham*
R. QUINTUS ANDERSON* Trustee
- ----------------------------------------
R. Quintus Anderson
STEPHEN F. KELLER* Trustee
- ----------------------------------------
Stephen F. Keller
PIERRE S. du PONT* Trustee
- ----------------------------------------
Pierre S. du Pont
J. E. GALLEGOS* Trustee Dated
- ---------------------------------------- January 27, 2000
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
EDWARD E. BARR* Trustee
- ----------------------------------------
Edward E. Barr
ROBERT C. BUCHANAN* Trustee
- ----------------------------------------
Robert C. Buchanan
C-18
<PAGE> 63
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
- ---------------------------------------- January 27, 2000
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
PETER M. SOMMERHAUSER Trustee
- ----------------------------------------
Peter M. Sommerhauser
*By: JAMES D. ERICSON
------------------------------------
James D. Ericson, Attorney in Fact,
pursuant to the Power of Attorney
attached hereto
C-19
<PAGE> 64
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, 1999 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 28th day of July, 1999.
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
C-20
<PAGE> 65
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
<PAGE> 66
TIMOTHY D. PROCTOR Trustee
--------------------------------
Timothy D. Proctor
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.
PETER M. SOMMERHAUSER Trustee
--------------------------------
Peter M. Sommerhauser
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
C-22
<PAGE> 67
EXHIBIT INDEX
EXHIBITS FILED WITH FORM N-4
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR
NML VARIABLE ANNUITY ACCOUNT A
<TABLE>
<CAPTION>
Exhibit Number Exhibit Name
- -------------- ------------
<S> <C>
Exhibit B(4)(a) Flexible Payment Variable Annuity Front Load Contract, RR.V.A.
(032000)(sex neutral)
Exhibit B(4)(a)(1) Flexible Payment Variable Annuity Back Load Contract, RR.V.A.
(032000)(sex neutral)
Exhibit B(4)(b) Variable Annuity Front Load and Back Load Contract Payment Rate
Tables, RR.V.A.B (032000), included in Exhibits B(4)(a) and
B(4)(a)(1) above (sex distinct)
Exhibit B(4)(c) Enhanced Death Benefit for Front Load and Back Load Contracts, VA.
EDB.(032000), included in Exhibits B(4)(a) and B(4)(a)(1) above
Exhibit B(4)(d) Waiver of Withdrawal Charge for Back Load Contract, VA.WWC.
(032000), included in Exhibit B(4)(a)(1) above
Exhibit B(5) Application forms for Front Load and Back Load Contracts, included
in Exhibits B(4)(a) and B(4)(a)(1) above
Exhibit B(10) Consent of PricewaterhouseCoopers LLP (to be filed by amendment)
</TABLE>
<PAGE> 1
EXHIBIT B(4)(a)
The Northwestern Mutual Life Insurance Company agrees to pay the benefits
provided in this contract, subject to its terms and conditions.
Signed at Milwaukee, Wisconsin on the Issue Date.
(signed)
President and CEO Secretary
FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT A
Net Purchase Payments accumulated in a Separate Account, assets of which are
invested in shares of one or more mutual funds, or Guaranteed Interest Fund.
Contract benefits payable in one sum or as variable
or guaranteed monthly income. Variable
Payment Plan benefits described in Section 11.
Participating.
AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS
PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE
VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF
THE SEPARATE ACCOUNT.
RIGHT TO RETURN CONTRACT. Please read this contract carefully. The Owner may
return the contract for any reason within ten days after receiving it. Return of
the contract is effective on the date written notice of the return is delivered,
mailed or sent by telegram to either The Northwestern Mutual Life Insurance
Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 or the agent who
sold the contract. If returned, the contract will be cancelled and the Company
will refund the sum of (a) the difference between the Purchase Payments paid and
the amounts, if any, allocated to the Separate Account plus (b) the value of the
Accumulation Units of the Separate Account on the effective date of return.
CONTRACT NUMBER 12 345 678
PRIMARY ANNUITANT John J. Doe
ISSUE DATE March 31, 2000 Sex Neutral
<PAGE> 2
TABLE OF CONTENTS
CONTRACT INFORMATION, INVESTMENT ACCOUNTS
CHARGES AND FEES
MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS
SECTION 1. GENERAL TERMS AND DEFINITIONS
SECTION 2. SEPARATE ACCOUNT
o Separate Account
o Accumulation Units
o Net Investment Factor
o Substitution and Change
SECTION 3. GUARANTEED INTEREST FUND
o Guaranteed Interest Fund
o Accumulation Value
o Transfer Restrictions
o Maximum Guaranteed Interest Fund Accumulation Value
o Table of Guaranteed Values
SECTION 4. PURCHASE PAYMENTS, TRANSFERS AND WITHDRAWALS
o Payment of Purchase Payments
o Application of Purchase Payments
o Selection of Investment Account for Purchase Payments
o Transfer of Accumulation Value
o Withdrawals and Full Surrender
o Effective Date
SECTION 5. BENEFITS
o Maturity Benefit
o Death Benefit if Annuitant is an Owner
o Death Benefit if Annuitant is not an Owner
SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS
o Naming and Changing of Beneficiaries
o Succession in Interest of Beneficiaries
o Trustee as Beneficiary
o General
o Naming and Changing a Contingent Annuitant
<PAGE> 3
SECTION 7. CHARGES AND FEES
o Sales Load and Premium Taxes
o Contract Fee
SECTION 8. OWNERSHIP
o The Owner
o Transfer of Ownership
o Naming and Changing a Successor Owner
o Collateral Assignment
o Voting Rights and Reports to Owners
SECTION 9. THE CONTRACT
o Guarantees
o Valuation of Separate Account Assets
o Determination of Separate Account Values
o Deferment of Benefit Payments
o Dividends
o Incontestability
o Misstatements
o Entire contract; Changes
o Termination of Contract.
SECTION 10. PAYMENT OF CONTRACT BENEFITS
o Payment of Benefits
o Death Benefit
o Effective Date for Payment Plan
o Payment Plan Elections
SECTION 11. PAYMENT PLANS
o Description of Payment Plans
o Allocation of Benefits
o Annuity Units under Variable Payment Plans
o Payments under Variable Payment Plans
o Transfers Involving Variable Payment Plans
o Withdrawal under Payment Plans
o Naming and Changing of Beneficiaries under Payment Plans
o Succession in Interest of Beneficiaries under Payment Plans
o Payment Plan Rates
<PAGE> 4
ADDITIONAL BENEFITS (IF ANY)
APPLICATION
ENDORSEMENTS
to be made only by the Company at the Home Office
<PAGE> 5
CONTRACT INFORMATION
CONTRACT NUMBER 12 345 678
PLAN Flexible Payment Variable Annuity
ADDITIONAL BENEFITS Enhanced Death Benefit
TAX REPORTING CATEGORY Pension Annuity
PRIMARY ANNUITANT John J. Doe
AGE AND SEX 35 Male
OWNER John J. Doe, the Annuitant
ISSUE DATE March 31,2000
CONTRACT ANNIVERSARY March 31, 2001 and each March 31
thereafter
MATURITY DATE March 31, 2050
DIRECT BENEFICIARY Jane K. Doe, Wife of the Annuitant
INVESTMENT ACCOUNTS
On the Issue Date, Net Purchase Payments and contract values may be
allocated among the following Investment Accounts. Available Separate
Account Divisions are subject to change. See Section 2.1.
Divisions of Separate Account A:
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 and 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 Core Bond Division
Russell Real Estate Securities Division
Guaranteed Accounts:
Guaranteed Interest Fund
Page 3
<PAGE> 6
CONTRACT NUMBER 12 345 678
CHARGES AND FEES
DEDUCTION FROM PURCHASE PAYMENTS:
SALES LOAD (See Section 7.1)
<TABLE>
<CAPTION>
Total Purchase Payments Amount Deducted
Paid Under the Contract From Purchase Payment
<S> <C>
First $100,000 4.5%
Next $400,000 2.0%
Next $500,000 1.0%
Balance over $1,000,000 0.5%
</TABLE>
PREMIUM TAX(See Section 7.1):
For the first Contract Year, Premium Taxes are not
deducted from Purchase Payments. After the first
Contract Year, the Company may deduct Premium Taxes
from Purchase Payments received or benefits paid.
ANNUAL MORTALITY AND EXPENSE RISK CHARGE (See Section 2.3):
0.50% at Issue; 0.75% Maximum
ANNUAL CONTRACT FEE (See Section 7.2):
$30 charged on the contract anniversary. The contract fee will
be waived if the Accumulation Value of the contract equals or
exceeds $25,000 on the contract anniversary.
ENHANCED DEATH BENEFIT CHARGE
0.10% of the Enhanced Death Benefit on each contract
anniversary.
TRANSFER FEE (See Sections 4.4 and 11.5):
$25 beginning with the thirteenth transfer in any Contract
Year.
MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS
MINIMUM PURCHASE PAYMENT (See Section 4.1): $25
MINIMUM ACCUMULATION VALUE (See Sections 5.2 and 9.9): $2,000
MINIMUM PAYMENT UNDER PAYMENT PLAN (See Sections 9.9 and 10.1): $50
Monthly Income.
Page 4
<PAGE> 7
CONTRACT NUMBER 12 345 678
GUARANTEED INTEREST FUND - TABLE OF GUARANTEED VALUES
The table shows minimum guaranteed values and assumes a $10,000 Purchase Payment
made at the time of issue followed by subsequent $1,000 Purchase Payments made
annually thereafter on each contract anniversary. The values are based on the
assumption that 100% of all net Purchase Payments are allocated to, and remain
in, the Guaranteed Interest Fund.
<TABLE>
<CAPTION>
End of
Contract Accumulation Cash
Year March 31 Value Value
<S> <C> <C> <C>
1 2001 $ 9,836 $ 9,836
2 2002 11,084 11,084
3 2003 12,369 12,369
4 2004 13,693 13,693
5 2005 15,057 15,057
6 2006 16,461 16,461
7 2007 17,908 17,908
8 2008 19,398 19,398
Age 70 2035 82,877 82,877
</TABLE>
This table is based on the guaranteed annual effective interest rate of 3%.
Higher declared rates of interest will increase values. Values shown at the end
of contract years do not reflect any Purchase Payments paid on that contract
anniversary. The actual guaranteed values may differ from those shown above,
depending on the amount and frequency of Purchase Payments.
Page 4A
<PAGE> 8
SECTION 1. GENERAL TERMS AND DEFINITIONS
ACCUMULATION UNIT A unit of measure used to determine the
value of the interest of this contract in
the Separate Account prior to the date on
which amounts are placed under a payment
plan.
ACCUMULATION VALUE The Accumulation Value of a Separate Account
Division is the total value of all
Accumulation Units in that Division. The
Accumulation Value of the Guaranteed
Interest Fund is the sum of amounts applied
to the fund, plus credited interest, less
amounts withdrawn or transferred from the
fund. The Accumulation Value of the contract
is the sum of the Accumulation Values of all
Investment Accounts.
ANNUITANT The Primary Annuitant and, upon the death of
the Primary Annuitant, the Contingent
Annuitant.
ANNUITY UNIT A unit of measure used to determine the
amount of variable payments under a variable
payment plan and the value of the interest
of a variable payment plan in the Separate
Account.
BENEFICIARIES The term "Beneficiaries" as used in this
contract includes direct beneficiaries,
contingent beneficiaries and further payees.
COMPANY The Northwestern Mutual Life Insurance
Company.
CONTINGENT ANNUITANT The person who becomes the Annuitant upon
the death of an Annuitant.
CONTRACT FEE An annual charge for administration expenses
made on each contract anniversary prior to
the Maturity Date.
CONTRACT YEAR The first Contract Year is the period of
time ending on the first contract
anniversary. Subsequent Contract Years are
the annual periods between contract
anniversaries.
DIVISION A component of the Separate Account to which
the Owner may allocate Net Purchase Payments
and contract values.
GUARANTEED INTEREST FUND The portion of the contract that is credited
with a guaranteed interest rate and which is
held as part of the general assets of the
Company.
HOME OFFICE The office of The Northwestern Mutual Life
Insurance Company located at 720 East
Wisconsin Avenue, Milwaukee, WI 53202.
INVESTMENT ACCOUNT The Guaranteed Interest Fund and Separate
Account Divisions available for allocation
of Net Purchase Payments and contract
values. The available Investment Accounts
are listed on page 3.
ISSUE DATE The date this contract is issued and becomes
effective.
<PAGE> 9
MATURITY DATE The date upon which contract benefits will
become payable. If the contract is continued
in force under the Optional Maturity Date
provision, the Optional Maturity Date will
become the Maturity Date.
NET PURCHASE PAYMENT A Purchase Payment less all applicable
deductions. Deductions may include the Sales
Load and a Premium Tax.
OPTIONAL MATURITY DATE The contract anniversary nearest the
Annuitant's 90th birthday. Upon reaching the
Maturity Date shown on page 3, the Owner may
elect to continue the contract in force
until this Optional Maturity Date.
OWNER The person possessing the ownership rights
stated in this contract.
PORTFOLIOS Mutual funds or portfolios of mutual funds
in which the assets of the Separate Account
are invested.
PREMIUM TAX A tax imposed by a governmental entity when
Purchase Payments are received or benefits
are paid.
PRIMARY ANNUITANT The person upon whose life this contract is
initially issued.
PURCHASE PAYMENT A payment made by or on behalf of the Owner
with respect to this contract.
SALES LOAD A deduction made from Purchase Payments
received.
SEPARATE ACCOUNT NML Variable Annuity Account A. The Separate
Account consists of assets set aside by the
Company, the investment performance of which
is kept separate from that of the general
assets and all other separate account assets
of the Company.
SUCCESSOR OWNER The person designated to become the Owner
upon the death of the Owner, provided the
Owner was not the Annuitant at the time of
the Owner's death.
TRANSFER FEE A deduction that is made from the amount
transferred between Investment Accounts.
VALUATION DATE Any day on which the assets of the Separate
Account are valued. Assets are valued as of
the close of trading on the New York Stock
Exchange for each day the Exchange is open.
<PAGE> 10
SECTION 2. SEPARATE ACCOUNT
2.1 SEPARATE ACCOUNT
The Separate Account (NML Variable Annuity Account A) has been established by
the Company. The Separate Account consists of assets set aside by the Company,
the investment performance of which is kept separate from that of the general
assets and all other separate account assets of the Company. The assets of the
Separate Account will not be charged with liabilities arising out of any other
business the Company may conduct. Interests in the Separate Account are
represented by Accumulation Units and Annuity Units, described in Sections 2.2
and 11.3, respectively.
The Separate Account is comprised of the Divisions listed on page 3. The assets
allocated to these Divisions are invested in shares of the corresponding
Portfolios. Shares of the Portfolios are purchased for the Separate Account at
their net asset value.
The Company reserves the right to eliminate or add additional Divisions and
Portfolios.
2.2 ACCUMULATION UNITS
The interest of this contract in the Separate Account, prior to the date on
which amounts become payable under a payment plan, is represented by
Accumulation Units. The dollar value of Accumulation Units for each Division
will increase or decrease to reflect the investment experience of the Division.
The value of an Accumulation Unit on any Valuation Date is the product of:
o the value on the immediately preceding Valuation Date; and
o the Net Investment Factor for the period from the immediately
preceding Valuation Date up to and including the current Valuation
Date (the current period).
2.3 NET INVESTMENT FACTOR
For each Division of the Separate Account the Net Investment Factor for the
current period is one plus the net investment rate for that Division. The net
investment rate for the current period is equal to the gross investment rate for
the Division reduced on each Valuation Date by a Mortality and Expense Risk
Charge. The charge for these risks on the Issue Date is shown on page 4. The
Company may increase or decrease the charge after the Issue Date, but the
Company may not increase the charge to exceed the maximum charge shown on page
4.
<PAGE> 11
The gross investment rate for the current period for each Division is equal to
a. divided by b. where:
a. is:
o the investment income of the Division for the current period;
plus
o capital gains for the period, whether realized or unrealized, on
the assets of the Division; less
o capital losses for the period, whether realized or unrealized, on
the assets of the Division; less
o deduction for any tax liability paid or reserved for by the
Company resulting from the maintenance or operation of the
Division; and less
o any reasonable expenses paid or reserved for by the Company which
result from a substitution of other securities for shares of the
Portfolio(s) as set forth in Section 2.4; and
b. is the value of the assets in the Division on the immediately preceding
Valuation Date.
The gross investment rate may be positive or negative. The deduction for any tax
liability may be charged proportionately against those contracts to which the
liability is attributable by a reduction in the gross investment rate for those
contracts.
2.4 SUBSTITUTION AND CHANGE
Pursuant to the authority of the Board of Trustees of the Company:
o the assets of the Division may be invested in securities other than
shares of the Portfolio(s) as a substitute for those shares already
purchased or as the securities to be purchased in the future; and
o the provisions of the contracts may be modified to comply with any
other applicable federal or state laws.
In the event of a substitution or change, the Company may make appropriate
endorsement on this and other contracts having an interest in the Separate
Account and take other actions as may be necessary to effect the substitution or
change. Any such substitution or change will be subject to any required approval
of the Commissioner of Insurance for the state of Wisconsin, and filing with the
state in which this contract is issued.
<PAGE> 12
SECTION 3. GUARANTEED INTEREST FUND
3.1 GUARANTEED INTEREST FUND
Net Purchase Payments (see Section 4.2) and amounts transferred from other
Investment Accounts under this contract (see Section 4.4) may be applied to the
Guaranteed Interest Fund. Contract benefits placed under a variable payment plan
may not be applied to the Guaranteed Interest Fund. Amounts applied to the
Guaranteed Interest Fund become part of the general assets of the Company.
3.2 ACCUMULATION VALUE
The Accumulation Value of the Guaranteed Interest Fund is the sum of the amounts
applied to it, plus credited interest, less any amounts withdrawn or transferred
from the fund. Interest begins to accrue on the effective date of the Purchase
Payment or transfer (see Section 4.6).
Interest will be credited at an annual effective interest rate of not less than
3%. A higher rate may be declared by the Company from time to time for a period
set by the Company.
3.3 TRANSFER RESTRICTIONS
Transfers of Accumulation Value from the Guaranteed Interest Fund will not be
allowed for a period of 365 days following the most recent transfer of
Accumulation Value from the Guaranteed Interest Fund.
The maximum amount of the Accumulation Value that may be transferred from the
Guaranteed Interest Fund in one transfer is limited to the greater of:
o 25% of the Accumulation Value of the Guaranteed Interest Fund on the
last contract anniversary preceding the transfer; and
o the amount of the most recent transfer from the Guaranteed Interest
Fund.
However, in no event will this maximum transfer amount be less than $1,000 or
greater than $50,000.
Transfers of Accumulation Value into the Guaranteed Interest Fund will not be
allowed for a period of 90 days following the most recent transfer of
Accumulation Value from the Guaranteed Interest Fund.
3.4 MAXIMUM GUARANTEED INTEREST FUND ACCUMULATION VALUE
The Accumulation Value of the Guaranteed Interest Fund may not exceed $1,000,000
without prior consent of the Company, except when the maximum is exceeded
because of interest accruing to the Guaranteed Interest Fund.
<PAGE> 13
3.5 TABLE OF GUARANTEED VALUES
Accumulation and cash values are shown on page 4A. The values are based on the
assumptions stated on page 4A and are for the end of the contract years shown.
Values for contract years not shown are calculated on the same basis as those
shown on page 4A. Guaranteed values are at least as great as those required by
the state in which this contract is delivered.
SECTION 4. PURCHASE PAYMENTS, TRANSFERS, WITHDRAWALS
4.1 PAYMENT OF PURCHASE PAYMENTS
All Purchase Payments 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.
Purchase Payments may be made at any time prior to the death of an Owner and
prior to the Maturity Date. Purchase Payments may be made after the death of an
Owner only if the new Owner of the contract is the surviving spouse of the
deceased Owner. The Owner may vary the amount of Purchase Payments, but no
Purchase Payment may be less than the Minimum Purchase Payment shown on page 4.
Total Purchase Payments may not exceed $5,000,000 without the consent of the
Company.
The Company will not accept any Purchase Payment under Section 4 unless it is a
contribution under a pension or profit sharing plan which meets the requirements
of Section 401 of the Internal Revenue Code of 1954, as amended, or the
requirements for deduction of the employer's contribution under Section 404
(a)(2) of such code.
4.2 APPLICATION OF PURCHASE PAYMENTS
Each Purchase Payment, net of the Sales Load and Premium Taxes, will be applied
to one or more Investment Accounts. Net Purchase Payments applied to the
Guaranteed Interest Fund will accrue interest from the effective date of the
Purchase Payment. Net Purchase Payments applied to the Separate Account will
provide Accumulation Units in one or more Divisions. Accumulation Units are
credited as of the effective date of the Net Purchase Payment.
The number of Accumulation Units will be determined by dividing the Net Purchase
Payment by the value of an Accumulation Unit on the effective date. This number
of Accumulation Units will not be changed by any subsequent change in the dollar
value of Accumulation Units.
4.3 SELECTION OF INVESTMENT ACCOUNT FOR PURCHASE PAYMENTS
The Owner may change the allocation of Net Purchase Payments among the
Investment Accounts by written notice to the Company. Net Purchase Payments
received at the Home Office on or after the date on which notice is received
will be applied to the designated Investment Accounts on the basis of the new
allocation.
<PAGE> 14
4.4 TRANSFER OF ACCUMULATION VALUE
Before the Maturity Date the Owner may, on request satisfactory to the Company,
transfer amounts from one Investment Account to another, subject to the transfer
restrictions described in Section 3.3.
For transfers among the Separate Account Divisions, the number of Accumulation
Units to be applied or deducted will be adjusted to reflect the respective value
of the Accumulation Units in each of the Divisions on the date the transfer is
effective.
For transfers from the Guaranteed Interest Fund, amounts closest to expiration
of an interest rate guarantee will be removed first. In the event that two
amounts are equally close to expiration, the one which was applied to the
Guaranteed Interest Fund earlier will be removed first.
A Transfer Fee may be deducted from the amount transferred. The maximum amount
of the Transfer Fee is shown on page 4. The minimum amount which may be
transferred is the lesser of $100 or the entire Accumulation Value of the
Investment Account from which the transfer is being made.
4.5 WITHDRAWALS AND FULL SURRENDER
Before the Maturity Date the Owner may, on request satisfactory to the Company,
withdraw all or a portion of the Accumulation Value of the contract. The Company
may require that the Minimum Accumulation Value shown on page 4 remain after a
partial withdrawal. Withdrawal of the entire value of the contract constitutes a
full surrender, and receipt of the contract at the Home Office will terminate
this contract. Receipt of the contract may be waived by the Company.
The cash value of the amount withdrawn will be the Accumulation Value withdrawn
determined as of the date the withdrawal is effective.
The term "withdrawal amounts" as used in this contract includes amounts paid as
full surrenders and withdrawals of a portion of the Accumulation Value of the
contract.
For withdrawals from the Guaranteed Interest Fund, amounts closest to expiration
of an interest rate guarantee will be removed first. In the event that two
amounts are equally close to expiration, the one which was applied to the
Guaranteed Interest Fund earlier will be removed first.
<PAGE> 15
4.6 EFFECTIVE DATE
The effective date of a Purchase Payment, transfer, or withdrawal is the
Valuation Date on which the Purchase Payment or the request for transfer or
withdrawal is received at the Home Office. However, the Purchase Payment,
transfer, or withdrawal will be effective on the following Valuation Date if the
Purchase Payment, request for transfer or withdrawal is received at the Home
Office either:
o on a Valuation Date after the close of trading on the New York Stock
Exchange; or
o on a day on which the New York Stock Exchange is closed.
SECTION 5. BENEFITS
5.1 MATURITY BENEFIT
MATURITY OPTIONS. If the Annuitant is living on the Maturity Date shown on page
3, and that Maturity Date is earlier than the contract anniversary nearest the
Annuitant's 90th birthday, the Owner may elect between the following maturity
options:
o payment of a monthly income under a payment plan chosen by the Owner;
or
o deferral of the maturity benefit and continuation of this contract to
the Optional Maturity Date. The contract will continue under this
option if a written election for this purpose is received by the
Company or if on the Maturity Date shown on page 3, the Owner has not
chosen a payment plan.
If the Annuitant is living on the Maturity Date and that Maturity Date is on or
after the contract anniversary nearest the Annuitant's 90th birthday, the
Company will pay a monthly income under a payment form chosen by the Owner.
PAYMENT OF MATURITY BENEFIT. The amount of the monthly income paid as the
maturity benefit will depend on the payment plan chosen (see Section 11) and the
maturity value. The maturity value of this contract will be the Accumulation
Value of the contract on the effective date of the maturity benefit. The
maturity benefit will be effective on the Maturity Date. However, if the New
York Stock Exchange is closed on the Maturity Date, the effective date will be
the Valuation Date next preceding the Maturity Date.
If no payment form is chosen at the time a monthly income becomes payable,
payments will be made under the variable payment form of Life Income Plan
(Option C), with installments certain for ten years, as described in Section
11.1.
OPTIONAL MATURITY DATE. The Optional Maturity Date is the contract anniversary
nearest the Annuitant's 90th birthday. If the contract is continued to the
Optional Maturity Date, all contract rights of the Owner will continue in effect
to the Optional Maturity Date. The Optional Maturity Date will become the
Maturity Date for all other purposes of this contract.
<PAGE> 16
5.2 DEATH BENEFIT IF ANNUITANT IS AN OWNER
If the Annuitant is an Owner, the beneficiary becomes entitled to the Death
Benefit upon receipt at the Home Office of satisfactory proof of the death of
the Annuitant before the Maturity Date. The Death Benefit will be the
Accumulation Value of the contract determined on the effective date. The
effective date is the date on which proof of death is received at the Home
Office. However, the effective date will be the next following Valuation Date if
the proof of death is received at the Home Office either:
o on a Valuation Date after the close of trading on the New York Stock
Exchange; or
o on a day on which the New York Stock Exchange is closed.
If the beneficiary becomes entitled to the Death Benefit due to the death of the
Primary Annuitant prior to the Primary Annuitant's 75th birthday, the Death
Benefit will not be less than:
o total Net Purchase Payments paid under the contract; less
o any amounts withdrawn under Section 4.5.
As of the effective date, the Accumulation Value of the contract will be set at
an amount equal to the Death Benefit. Unless a payment plan was elected by the
Owner, the beneficiary automatically becomes the Owner and Annuitant of the
contract. However, if the beneficiary is not a natural person and no payment
plan was elected by the Owner, the beneficiary may select a natural person to be
the Annuitant. If a natural person is not selected to be the Annuitant within 60
days of the date on which proof of death of the Annuitant is received at the
Home Office, the Accumulation Value will be distributed to the beneficiary.
If a beneficiary becomes entitled to the Death Benefit in an amount less than
the Minimum Accumulation Value shown on page 4, the Accumulation Value will be
distributed to the beneficiary.
The cash value of any amount distributed will be the Accumulation Value
withdrawn as of the date of withdrawal as determined in Section 4.6.
5.3 DEATH BENEFIT IF ANNUITANT IS NOT AN OWNER
If the Annuitant is not an Owner, upon the death of the Annuitant the contract
continues with the Contingent Annuitant (Section 6.5) as the new Annuitant. The
Death Benefit will be the Accumulation Value of the contract determined on the
effective date. The effective date is the date on which proof of death is
received at the Home Office. However, the effective date will be the next
following Valuation Date if the proof of death is received at the Home Office
either:
o on a Valuation Date after the close of trading on the New York Stock
Exchange; or
o on a day on which the New York Stock Exchange is closed.
<PAGE> 17
If the Primary Annuitant dies prior to the Primary Annuitant's 75th birthday,
the Death Benefit will not be less than:
o total Net Purchase Payments paid under the contract; less
o any amounts withdrawn under Section 4.5.
As of the effective date the Accumulation Value of the contract will be set at
an amount equal to the Death Benefit.
SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS
6.1 NAMING AND CHANGING OF BENEFICIARIES
FOR MATURITY BENEFITS OR WITHDRAWALS BY OWNER. The Owner may name and change the
beneficiaries of maturity benefits or withdrawal amounts before the Maturity
Date. If no beneficiary is named by the Owner, the Owner will be the direct
beneficiary.
FOR DEATH BENEFITS BY OWNER. The Owner may name and change the beneficiaries of
the Death Benefits while the Annuitant is living. If no such beneficiary is
named by the Owner, the Owner or the Owner's estate will be the direct
beneficiary.
FOR MATURITY OR DEATH BENEFITS OR WITHDRAWAL AMOUNTS BY SPOUSE (MARITAL
DEDUCTION PROVISION).
o POWER TO APPOINT. The spouse of the Annuitant will have the power alone
and in all events to appoint all amounts payable to the spouse under
the contract if:
a. just before the Annuitant's death, the Annuitant was the Owner; and
b. the spouse is a direct beneficiary; and
c. the spouse survives the Annuitant.
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 person.
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 6 or 10 of this
contract to be of no effect.
EFFECTIVE DATE. A naming or changing of a beneficiary will be effective 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 contract
be sent to it to be endorsed to show the naming or change.
<PAGE> 18
6.2 SUCCESSION IN INTEREST OF BENEFICIARIES
The rights and benefits that a beneficiary becomes entitled to under the
contract are shared equally among all surviving direct beneficiaries, if any,
otherwise equally among all surviving contingent beneficiaries, if any,
otherwise to the Owner or the Owner's Estate.
6.3 TRUSTEE AS BENEFICIARY
If a trustee is named as a beneficiary and no qualified trustee makes claim to
the proceeds, or to the present value of any unpaid payments under a payment
plan, within one year after payment becomes due to the trustee, or if
satisfactory evidence is furnished to the Company within that year showing that
no trustee can qualify to receive payment, payment will be made as though the
trustee had not been named.
The Company will be fully discharged of liability for any action taken by the
trustee and for all amounts paid to, or at the direction of, the trustee and
will have no obligation as to the use of the amounts. In all dealings with the
trustee the Company will be fully protected against the claims of every other
person. The Company will not be charged with notice of a change of trustee
unless written evidence of the change is received at the Home Office.
6.4 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
contract will be subject to the claims of creditors of a beneficiary.
6.5 NAMING AND CHANGING A CONTINGENT ANNUITANT
The Owner may name and change a Contingent Annuitant while the Annuitant is
living.
If the Annuitant was not the Owner immediately prior to the Annuitant's death,
the Owner may name and change a Contingent Annuitant during the first 60 days
after the date on which proof of death of the Annuitant is received at the Home
Office. A change made during this 60 days cannot be revoked. If no one is named
as Contingent Annuitant by the end of the 60 day time period, the Company will
pay the Accumulation Value to the Owner. The cash value of any amount
distributed will be the Accumulation Value withdrawn as of the date of
withdrawal as determined in Section 4.6.
A naming or changing of a Contingent Annuitant will be effective on receipt at
the Home Office of a written request that is acceptable to the Company.
<PAGE> 19
SECTION 7. CHARGES AND FEES
7.1 SALES LOAD AND PREMIUM TAXES
The Company will deduct the Sales Load shown on page 4 from Purchase Payments
received. The Company may also deduct Premium Taxes incurred from Purchase
Payments received.
7.2 CONTRACT FEE
On each contract anniversary prior to the Maturity Date, a Contract Fee will be
charged for administrative expenses. The amount of the Contract Fee is shown on
page 4. The Contract Fee will be deducted from the Investment Accounts in
proportion to the Accumulation Value of the Investment Accounts.
The Contract Fee deducted from the Guaranteed Interest Fund will not exceed the
sum of:
o 10% of the gross purchase payments applied to the Guaranteed Interest Fund
during the contract year; and
o interest in excess of an annual effective interest rate of 3% credited to
the Guaranteed Interest Fund during the contract year.
The effective date of the Contract Fee will be the contract anniversary.
However, if the New York Stock Exchange is closed on the contract anniversary,
the effective date will be the next following Valuation Date.
<PAGE> 20
SECTION 8. OWNERSHIP
8.1 THE OWNER
The Owner is named on page 3. All contract rights may be exercised by the Owner,
the Owner's successor, or the Owner's transferee without the consent of any
beneficiary.
If the contract has more than one Owner, contract rights may be exercised only
by authorization of all Owners. Upon the death of an Owner, ownership rights of
all Owners terminate if the deceased Owner was the Annuitant.
8.2 TRANSFER OF OWNERSHIP
The Owner may transfer the ownership of this contract. 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 it was signed. The Company may require that
the contract be sent to it for endorsement to show the transfer. The Company
will not be responsible to a transferee Owner for any payment or other action
taken by the Company before receipt of the proof of transfer at its Home Office.
8.3 NAMING AND CHANGING A SUCCESSOR OWNER
An Owner may name and change a Successor Owner. Naming or changing a Successor
Owner will be effective on receipt at the Home Office of a written request for
such change that is acceptable to the Company. A Successor Owner succeeds to the
interests of an Owner only if the Owner was not the Annuitant at the time of the
Owner's death.
8.4 COLLATERAL ASSIGNMENT
The Owner may assign this contract as collateral security. The Company is not
responsible for the validity or effect of a 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.
A collateral assignee is not an Owner. A collateral assignment is not a transfer
of ownership. Ownership can be transferred only by complying with Section 8.2.
8.5 REPORTS TO OWNERS
At least once each Contract Year, the Company will send to the Owner or
beneficiary a statement of the Accumulation Values of the Investment Accounts,
the number of units credited to the contract, the dollar value of a unit as of a
date not more than two months previous to the date of mailing, and a statement
of the investments held by the Separate Account.
<PAGE> 21
8.6 TRANSFERABILITY RESTRICTIONS
Notwithstanding any other provisions of this contract, the Owner may not:
o change the ownership of the contract; or
o sell the contract, or assign or pledge the contract as collateral for a
loan or as security for the performance of an obligation or for any other
purpose, to any person other than the Company.
These restrictions will not apply if the Owner is:
o the trustee of an employee trust that is qualified under the Internal
Revenue Code; or
o the custodian of a custodial account treated as an employee trust that is
qualified under the Internal Revenue Code.
The restrictions do not preclude the employer under a nontrusteed plan from
transferring ownership of this contract to the Annuitant or to the employer or
trustee under another plan or trust when required by the plan.
SECTION 9. THE CONTRACT
9.1 GUARANTEES
The Company guarantees that mortality and expense results will not adversely
affect the amount of variable payments.
9.2 VALUATION OF SEPARATE ACCOUNT ASSETS
The value of the shares of each Portfolio held in the Separate Account on each
Valuation Date will be the redemption value of the shares on that date. If the
right to redeem shares of a Portfolio has been suspended, or payment of the
redemption value has been postponed, the shares held in the Separate Account
(and Annuity Units) may be valued at fair value as determined in good faith by
the Board of Trustees of the Company for the sole purpose of computing annuity
payments.
9.3 DETERMINATION OF SEPARATE ACCOUNT VALUES
The method of determination by the Company of the Net Investment Factor, and the
number and value of Accumulation Units and Annuity Units, will be conclusive
upon the Owner, any assignee, the Annuitant, and any beneficiary.
<PAGE> 22
9.4 DEFERMENT OF BENEFIT PAYMENTS
SEPARATE ACCOUNT DIVISIONS. The Company reserves the right to defer
determination of the contract values of the Separate Account portion of this
contract, or the payment of benefits under a variable payment plan, until after
the end of any period during which the right to redeem shares of a Portfolio is
suspended, or payment of the redemption value is postponed. Any deferment would
be in accordance with the provisions of the Investment Company Act of 1940 by
reason of closing of, or restriction of trading on, the New York Stock Exchange,
or other emergency, or as otherwise permitted by the Act. In addition, the
Company reserves the right to defer payment of contract values until seven days
after the end of any deferment in the determination of contract values.
GUARANTEED INTEREST FUND. The Company may defer paying contract values of the
Guaranteed Interest Fund for up to six months from the effective date of the
withdrawal or full surrender. If payment is deferred for 30 days or more,
interest will be paid on the withdrawal amounts at an annual effective rate of
3% from the effective date of the withdrawal or surrender to the date of the
payment.
9.5 DIVIDENDS
This contract will share in the divisible surplus of the Company, except while
payments are being made under a variable payment plan. This surplus will be
determined each year, and the dividend, if any, will be credited on the contract
anniversary. Any dividend credited prior to the Maturity Date will be applied on
the effective date as a Net Purchase Payment unless the Owner elects to have the
dividend paid in cash. The effective date of the dividend will be the contract
anniversary. However, if the New York Stock Exchange is closed on the contract
anniversary, the effective date will be the next following Valuation Date.
Since this policy is not expected to contribute to divisible surplus, it is not
expected that any dividends will be paid.
9.6 INCONTESTABILITY
The Company will not contest this contract after it has been in force during the
lifetime of the Annuitant for two years from the Issue Date. This Issue Date is
shown on page 3.
9.7 MISSTATEMENTS
If the age or sex of the Annuitant has been misstated, the amount payable will
be the amount which the Purchase Payments paid would have purchased at the
correct age and sex. If any amounts have been overpaid by the Company due to a
misstatement of age or sex, the amount of the overpayment may be deducted from
payments to be made by the Company. If any amounts have been underpaid by the
Company due to a misstatement of age or sex, the amount of the underpayment will
be paid.
9.8 ENTIRE CONTRACT; CHANGES
This contract with any amendments and additional benefits and the attached
application is the entire contract. Statements in the application are
representations and not warranties. A change in the contract is valid only if it
is approved by an officer of the Company. The Company may require that the
contract be sent to it for endorsement to show a change. No agent has the
authority to change the contract or to waive any of its terms.
All payments by the Company under this contract are payable at its Home Office.
<PAGE> 23
Assets of the Separate Account are owned by the Company and the Company is not a
trustee with respect thereto. The company may from time to time adjust the
amount of assets contained in the Separate Account, by periodic withdrawals or
additions, to reflect the contract deductions and the Company's reserves for
this and other similar contracts.
This contract is subject to the laws of the state in which it is delivered. All
benefits are at least as great as those required by that state.
9.9 TERMINATION OF CONTRACT
The Company may terminate the contract and pay the Owner the Accumulation Value
of the contract and be released of any further obligation if:
o prior to the Maturity Date no Purchase Payments have been received
under the contract for a period of two full years and each of the
following is less than the Minimum Accumulation Value shown on page 4:
a. the Accumulation Value of the contract; and
b. total Purchase Payments paid under the contract, less any
amounts withdrawn under Section 4.5; or
o on the Maturity Date the Accumulation Value of the contract is less
than the Minimum Accumulation Value shown on page 4 or would provide
an initial monthly income which is less than the minimum payment
amount shown on page 4.
SECTION 10. PAYMENT OF CONTRACT BENEFITS
10.1 PAYMENT OF BENEFITS
All or part of the contract benefits may be paid under one or more of the
following:
o a variable payment plan;
o a fixed payment plan; or
o in cash.
The provisions and rates for variable and fixed payment plans are described in
Section 11. Contract benefits may not be placed under a payment plan unless the
plan would provide to each beneficiary an initial monthly income of at least the
minimum payment amount shown on page 4.
<PAGE> 24
10.2 DEATH BENEFIT
A beneficiary entitled to the Death Benefit upon the death of an Annuitant may
elect to receive the Accumulation Value under a payment plan or in cash provided
no payment plan was elected by the Owner. The cash value of any amount
distributed will be the Accumulation Value withdrawn as of the date of
withdrawal as determined in Section 4.6.
10.3 EFFECTIVE DATE FOR PAYMENT PLAN
A payment plan that is elected for maturity benefits will take effect on the
Maturity Date.
If the Annuitant is an Owner , a payment plan that is elected by the Owner for
the Death Benefit will take effect on the date proof of death of the Annuitant
is received at the Home Office.
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.
10.4 PAYMENT PLAN ELECTIONS
FOR DEATH BENEFITS BY OWNER. The Owner may elect payment plans for death
benefits while the Annuitant is living.
FOR MATURITY BENEFITS OR WITHDRAWAL AMOUNTS. The Owner may elect payment plans
for maturity benefits or withdrawal amounts.
TRANSFER BETWEEN PAYMENT PLANS. A beneficiary who is receiving payment under a
payment plan which includes the right to withdraw may transfer the amount
withdrawable to any other payment plan that is available.
SECTION 11. PAYMENT PLANS
11.1 DESCRIPTION OF PAYMENT PLANS
INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B)
The Company will make monthly installment income payments providing for payment
of benefits over a specified period of 10 to 30 years during the first five
contract years and over a specified period of 5 to 30 years beginning with the
sixth contract year.
LIFE INCOME PLANS
o SINGLE LIFE INCOME (OPTION C). The Company will make monthly payments
for the selected certain period, if any, and thereafter during the
remaining lifetime of the individual upon whose life income payments
depend. The selections available are: (a) no certain period; or (b) a
certain period of 10 or 20 years.
o JOINT AND SURVIVOR LIFE INCOME (OPTION E). The Company will make
monthly payments for a 10-year certain period and thereafter during
the joint lifetime of the two individuals upon whose lives income
payments depend and continuing during the remaining lifetime of the
survivor.
o OTHER SELECTIONS. The Company may offer other selections under the
Life Income Plans.
<PAGE> 25
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
Annuitant or, after the death of the Annuitant, on the life of the
Annuitant's spouse or dependent.
These payment plans are available on either a fixed or variable basis. Under a
fixed payment plan the payment remains level. Under a variable payment plan the
payment will increase or decrease as described in Section 11.4.
11.2 ALLOCATION OF BENEFITS
Upon election of a variable payment plan, the Owner or direct or contingent
beneficiary may select the allocation of variable benefits among the Divisions.
If no selection is made, the allocation of benefits will be as follows:
o for amounts in the Separate Account Divisions, benefits will be
allocated in proportion to the Accumulation Value of each Division on
the effective date of the variable payment plan; and
o for amounts in the Guaranteed Interest Fund, benefits will be
allocated 100% to the Money Market Division.
11.3 ANNUITY UNITS UNDER VARIABLE PAYMENT PLANS
The interest of this contract in the Separate Account after the effective date
of a variable payment plan is represented by Annuity Units.
The dollar value of Annuity Units for each Division will increase or decrease to
reflect the investment experience of the Division. The value of an Annuity Unit
on any Valuation Date is the product of:
o the Annuity Unit value on the immediately preceding Valuation Date;
o the Net Investment Factor for the period from the immediately
preceding Valuation Date up to and including the current Valuation
Date (the current period); and
o the Daily Adjustment Factor of .99990575 raised to a power equal to
the number of days in the current period to reflect the Assumed
Investment Rate of 3 1/2% used in calculating the monthly payment
rate.
11.4 PAYMENTS UNDER VARIABLE PAYMENT PLANS
FIRST PAYMENT. The first payment under a variable payment plan will be due as of
the effective date of the payment plan.
The amount of the first payment is the sum of payments from each Division, each
determined by multiplying the benefits allocated to the Division under the
variable payment plan by the applicable monthly variable payment rate per $1,000
of benefits.
NUMBER OF ANNUITY UNITS. The number of Annuity Units in each Division under a
variable payment plan is determined by dividing the amount of the first payment
payable from the Division by the Annuity Unit value for the Division at the
close of business on the effective date of the variable payment plan. The number
of Annuity Units will not be changed by any subsequent change in the dollar
value of Annuity Units.
<PAGE> 26
SUBSEQUENT VARIABLE PAYMENTS. The amount of each subsequent payment from each
Division under a variable payment plan will increase or decrease in accord with
the increase or decrease in the value of an Annuity Unit which reflects the
investment experience of that Division of the Separate Account.
The amount of subsequent variable payments is the sum of payments from each
Division, each determined by multiplying the fixed number of Annuity Units for
the Division by the value of an Annuity Unit for the Division on:
o the fifth Valuation Date prior to the payment due date if the payment
due date is a Valuation Date; or
o the sixth Valuation Date prior to the payment due date if the payment
due date is not a Valuation Date.
11.5 TRANSFERS INVOLVING VARIABLE PAYMENT PLANS
A beneficiary receiving payments under a variable payment plan may transfer
Annuity Units from one Division to another. The number of Annuity Units in each
Division will be adjusted to reflect the respective value of the Annuity Units
in the Divisions on the date the transfer is effective.
A Transfer Fee may be deducted from the amount transferred. The amount of the
Transfer Fee is shown on page 4. Transfers from the Money Market Division may be
made at any time. No transfer from the other Divisions may be made within 90
days of the effective date of a variable payment plan or within 90 days from the
effective date of the last transfer.
A payee or joint payees receiving payments under a variable payment plan may
transfer from an Installment Income Plan (Option B) to either form of the Life
Income Plan (Option C or E). Other transfers may be permitted subject to
conditions set by the Company.
A transfer will be effective on the Valuation Date on which a satisfactory
transfer request is received in the Home Office, or a later date if requested.
However, the transfer will be effective on the following Valuation Date if the
request is received at the Home Office either:
o on a Valuation Date after the close of trading on the New York Stock
Exchange; or
o on a day on which the New York Stock Exchange is closed.
11.6 WITHDRAWAL UNDER PAYMENT PLANS
Withdrawal of the present value of any unpaid income payments may be elected at
any time by the beneficiary, except that withdrawal may not be elected under a
Life Income Plan (Option C or E) until the death of all individuals upon whose
lives income payments depend.
The withdrawal value under the Installment Income Plan (Option B) will be the
present value of any unpaid payments. The withdrawal value under a Life Income
Plan (Option C or E) will be the present value of any unpaid payments for the
certain period.
For a fixed payment plan, the present value of any unpaid income payments will
be based on the rate of interest used to determine the amount of the payments.
For a variable payment plan, the present value of any unpaid income payments
will be based on interest at the Assumed Investment Rate used in calculating the
amount of the variable payments. The amount of variable payments used in
calculating the present value of unpaid payments will be determined by
multiplying the number of Annuity Units by the value of an Annuity Unit on the
effective date of withdrawal.
<PAGE> 27
A withdrawal will be effective on the Valuation Date on which the request is
received in the Home Office. However, the withdrawal will be effective on the
following Valuation Date if the request is received at the Home Office either:
o on a Valuation Date after the close of trading on the New York Stock
Exchange; or
o on a day on which the New York Stock Exchange is closed.
11.7 NAMING AND CHANGING OF BENEFICIARIES UNDER PAYMENT PLANS
FOR PAYMENT PLANS ELECTED BY OWNER. If the Owner of the contract elected a
payment plan, a direct beneficiary may name and change the contingent
beneficiaries and further payees of the direct beneficiary's share of the
benefits only if:
o the direct beneficiary was the Owner of the contract; or
o no contingent beneficiary or further payee of that share is living.
FOR PAYMENT PLANS ELECTED BY DIRECT BENEFICIARY. If the direct beneficiary
elected the payment plan, the direct beneficiary may name and change the
contingent beneficiaries and further payees of the direct beneficiary's share of
the benefits.
11.8 SUCCESSION IN INTEREST OF BENEFICIARIES UNDER PAYMENT PLANS
DIRECT BENEFICIARY. Amounts payable under a payment plan will be payable to the
direct beneficiary.
CONTINGENT BENEFICIARIES. At the death of the direct beneficiary, 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 direct and contingent beneficiaries, 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 beneficiaries.
11.9 PAYMENT PLAN RATES
PAYMENT RATE TABLES. The guaranteed monthly payment rates for both a fixed
payment plan and the first payment under a variable payment plan are shown in
the Payment Rate Tables. The tables show rates for the Installment Income Plan
for a Specified Period (Option B) and Life Income Plans (Options C and E). Life
Income Plan (Option C or E) rates are based on the sex and adjusted age of any
individual upon whose life payments depend. 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 Contract Years that
have elapsed from the Issue Date to the date that the payment plan
takes effect. A part of a Contract Year is counted as a full year.
<PAGE> 28
<TABLE>
<CAPTION>
CONTRACT YEARS CONTRACT YEARS
ELAPSED AGE ADJUSTMENT ELAPSED AGE ADJUSTMENT
<S> <C> <C> <C>
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
</TABLE>
CURRENT FIXED PAYMENT PLAN RATES
o INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B). The Company may
offer fixed payment plan rates higher than those guaranteed in this
contract with conditions on withdrawal.
o LIFE INCOME PLANS (OPTION C OR E). Payments will be based on rates
declared by the Company that will not be less than the rates guaranteed
in this contract. The declared 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.
ALTERNATE VARIABLE RATE BASIS. The Company may from time to time publish higher
initial rates for variable payment plans under this contract. These higher rates
will not be available to increase payments under payment plans already in
effect.
When a variable payment plan is effective on an alternate rate basis, the Daily
Adjustment Factor described in Section 11.3 will be determined based on the
Assumed Investment Rate used in calculating the alternate payment rate.
<PAGE> 29
PAYMENT RATE TABLES
MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS
FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN
<TABLE>
<CAPTION>
INSTALLMENT INCOME PLANS (OPTION B)
- -------------------------------------------------------------------------------------------------------------
PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY
(YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT
- ------------------- ----------------- ----------------- ----------------- ----------------- ------------------
<S> <C> <C> <C> <C> <C>
Years 1-4 11 $ 9.09 21 $ 5.56
Not Available 12 8.46 22 5.39
13 7.94 23 5.24
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
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
</TABLE>
GUARANTEED FIXED PAYMENT PLANS
<TABLE>
<CAPTION>
INSTALLMENT INCOME PLANS (OPTION B)
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY
(YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Years 1-4 11 $ 8.42 21 $ 4.85
Not Available 12 7.80 22 4.67
13 7.26 23 4.51
14 6.81 24 4.36
5 17.49 15 6.42 25 4.22
6 14.72 16 6.07 26 4.10
7 12.74 17 5.77 27 3.98
8 11.25 18 5.50 28 3.87
9 10.10 19 5.26 29 3.77
10 9.18 20 5.04 30 3.68
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
</TABLE>
<PAGE> 30
PAYMENT RATE TABLES
MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS
GUARANTEED FIXED PAYMENT OR FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN
LIFE INCOME PLAN (OPTION C)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
SINGLE LIFE MONTHLY PAYMENTS
----------------------------------------------------------------------------------
CHOSEN PERIOD (YEARS)
-------------------- ------------------- --------------------
ADJUSTED
AGE* ZERO 10 20
-------------------- ------------------- -------------------- --------------------
<S> <C> <C> <C>
55 $ 4.11 $ 4.09 $ 4.01
56 4.18 4.15 4.07
57 4.25 4.22 4.13
58 4.33 4.29 4.18
59 4.40 4.36 4.24
60 4.49 4.45 4.30
61 4.58 4.53 4.37
62 4.68 4.61 4.43
63 4.77 4.71 4.50
64 4.89 4.81 4.57
65 5.01 4.92 4.64
66 5.13 5.03 4.72
67 5.26 5.15 4.78
68 5.41 5.27 4.85
69 5.57 5.40 4.93
70 5.74 5.55 5.00
71 5.92 5.69 5.07
72 6.12 5.84 5.13
73 6.33 6.00 5.20
74 6.55 6.17 5.26
75 6.79 6.35 5.32
76 7.06 6.53 5.37
77 7.34 6.72 5.41
78 7.65 6.90 5.46
79 7.98 7.10 5.50
80 8.34 7.30 5.53
81 8.73 7.49 5.56
82 9.15 7.68 5.59
83 9.60 7.88 5.61
84 10.09 8.07 5.62
85 and over 10.61 8.24 5.63
-------------------- -------------------- ------------------- --------------------
</TABLE>
LIFE INCOME PLAN (OPTION E)
<TABLE>
<CAPTION>
- ------------------ ----------------------------------------------------------------------------------------------
JOINT AND SURVIVOR MONTHLY PAYMENTS (with 10 years certain)
- ------------------ ----------------------------------------------------------------------------------------------
YOUNGER LIFE ADJUSTED AGE*
OLDER LIFE ----------------------------------------------------------------------------------------------
ADJUSTED AGE* 55 60 65 70 75 80 85 and over
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 $ 3.75
60 3.83 $ 4.02
65 3.90 4.13 $ 4.39
70 3.94 4.22 4.54 $ 4.89
75 3.98 4.28 4.65 5.10 $ 5.59
80 4.00 4.32 4.73 5.24 5.86 $ 6.51
85 and over 4.01 4.34 4.77 5.34 6.04 6.84 $ 7.58
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
</TABLE>
*See Section 11.7
The amount of the payment for any other combination of ages will be furnished by
the Company on request. The maximum initial monthly income per $1,000 will be
$7.75.
Monthly payment rates are based on an Assumed Investment Rate of 3 1/2% and the
1983 Table a with Projection Scale G.
<PAGE> 31
IT IS RECOMMENDED THAT YOU...
read your contract.
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 contract for another contract 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.
FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT A
AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS
PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE
VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF
THE SEPARATE ACCOUNT.
<PAGE> 32
Exhibit B(4)(b)
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
- ------------------------------------------------------------------------------------------------------------------------
CHOSEN PERIOD (YEARS) CHOSEN PERIOD (YEARS)
------------------------------------------- FEMALE -------------------------------------------
MALE ADJUSTED AGE* ZERO 10 20 ADJUSTED AGE* ZERO 10 20
- ------------------ -------------- ------------- -------------- ------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 $ 4.41 $ 4.36 $ 4.23 55 $ 4.04 $ 4.02 $ 3.96
56 4.49 4.44 4.29 56 4.10 4.08 4.01
57 4.58 4.52 4.35 57 4.17 4.14 4.07
58 4.67 4.60 4.41 58 4.24 4.21 4.12
59 4.77 4.69 4.47 59 4.31 4.28 4.18
60 4.87 4.79 4.54 60 4.39 4.36 4.24
61 4.98 4.89 4.60 61 4.48 4.44 4.31
62 5.10 4.99 4.67 62 4.57 4.52 4.37
63 5.23 5.11 4.74 63 4.66 4.61 4.44
64 5.36 5.22 4.81 64 4.77 4.71 4.51
65 5.51 5.35 4.87 65 4.88 4.81 4.58
66 5.67 5.47 4.94 66 5.00 4.92 4.66
67 5.84 5.61 5.00 67 5.12 5.03 4.73
68 6.02 5.75 5.07 68 5.26 5.15 4.80
69 6.21 5.89 5.13 69 5.41 5.28 4.88
70 6.41 6.05 5.19 70 5.57 5.42 4.95
71 6.63 6.20 5.25 71 5.74 5.56 5.02
72 6.86 6.36 5.30 72 5.93 5.71 5.09
73 7.11 6.53 5.35 73 6.13 5.87 5.16
74 7.37 6.70 5.39 74 6.34 6.04 5.23
75 7.65 6.87 5.44 75 6.58 6.22 5.29
76 7.96 7.05 5.47 76 6.83 6.40 5.34
77 8.28 7.23 5.51 77 7.11 6.59 5.39
78 8.63 7.40 5.54 78 7.40 6.78 5.44
79 9.01 7.58 5.56 79 7.72 6.98 5.48
80 9.41 7.76 5.59 80 8.07 7.18 5.52
81 9.84 7.93 5.61 81 8.45 7.38 5.55
82 10.30 8.10 5.62 82 8.86 7.58 5.58
83 10.79 8.27 5.63 83 9.30 7.78 5.60
84 11.31 8.42 5.64 84 9.78 7.98 5.62
85 and over 11.87 8.57 5.65 85 and over 10.30 8.16 5.63
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
</TABLE>
<TABLE>
<CAPTION>
LIFE INCOME PLAN (OPTION E)
- ------------------ ----------------------------------------------------------------------------------------------
JOINT AND SURVIVOR MONTHLY PAYMENTS (with 10 years certain)
- ------------------ ----------------------------------------------------------------------------------------------
MALE FEMALE ADJUSTED AGE*
ADJUSTED AGE*
- ------------------ ----------------------------------------------------------------------------------------------
55 60 65 70 75 80 85 and over
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 $ 3.75 $ 3.89 $ 4.02 $ 4.14 $ 4.23 $ 4.29 $4.33
60 3.83 4.02 4.21 4.39 4.54 4.65 4.73
65 3.90 4.13 4.39 4.65 4.89 5.09 5.22
70 3.94 4.22 4.54 4.89 5.26 5.58 5.81
75 3.98 4.28 4.65 5.10 5.59 6.07 6.45
80 4.00 4.32 4.73 5.24 5.86 6.51 7.07
85 and over 4.01 4.34 4.77 5.34 6.04 6.84 7.58
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
</TABLE>
*See Section 11.7
The amount of the payment for any other combination of ages will be furnished by
the Company on request. The maximum initial monthly income per $1,000 will be
$7.75.
Monthly payment rates are based on an Assumed Investment Rate of 3 1/2% and the
1983 Table a with Projection Scale G.
<PAGE> 33
EXHIBIT B(4)(c)
ENHANCED DEATH BENEFIT
AS OF THE ISSUE DATE, THIS AMENDMENT IS MADE PART OF THIS ANNUITY CONTRACT
ISSUED BY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY. IN THE CASE OF A
CONFLICT WITH ANY PROVISIONS IN THE CONTRACT, THE PROVISIONS OF THIS AMENDMENT
WILL CONTROL.
SECTION 5.2 AND SECTION 5.3 ARE AMENDED IN THEIR ENTIRETY TO READ AS FOLLOWS:
SECTION 5.2 DEATH BENEFIT IF PRIMARY ANNUITANT IS AN OWNER
IF THE PRIMARY ANNUITANT IS AN OWNER, THE BENEFICIARY BECOMES ENTITLED TO THE
DEATH BENEFIT UPON RECEIPT AT THE HOME OFFICE OF SATISFACTORY PROOF OF THE DEATH
OF THE PRIMARY ANNUITANT BEFORE THE MATURITY DATE. THE DEATH BENEFIT WILL BE THE
GREATER OF:
o THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR
o THE ENHANCED DEATH BENEFIT.
AS OF THE EFFECTIVE DATE, THE ACCUMULATION VALUE OF THE CONTRACT WILL BE SET AT
AN AMOUNT EQUAL TO THE DEATH BENEFIT. UNLESS A PAYMENT PLAN WAS ELECTED BY THE
OWNER, THE BENEFICIARY BECOMES THE OWNER AND ANNUITANT OF THE CONTRACT. HOWEVER,
IF THE BENEFICIARY IS NOT A NATURAL PERSON AND NO PAYMENT PLAN WAS ELECTED BY
THE OWNER, THE BENEFICIARY MAY SELECT A NATURAL PERSON TO BE THE ANNUITANT. IF A
NATURAL PERSON IS NOT SELECTED TO BE THE ANNUITANT WITHIN 60 DAYS OF THE DATE ON
WHICH PROOF OF DEATH OF THE ANNUITANT IS RECEIVED AT THE HOME OFFICE, THE
ACCUMULATION VALUE WILL BE DISTRIBUTED TO THE BENEFICIARY.
IF A BENEFICIARY BECOMES ENTITLED TO THE DEATH BENEFIT IN AN AMOUNT LESS THAN
THE MINIMUM ACCUMULATION VALUE SHOWN ON PAGE 4, THE ACCUMULATION VALUE WILL BE
DISTRIBUTED TO THE BENEFICIARY.
THE CASH VALUE OF ANY AMOUNT DISTRIBUTED WILL BE THE ACCUMULATION VALUE
WITHDRAWN AS OF THE DATE OF WITHDRAWAL AS DETERMINED IN SECTION 4.6.
ENHANCED DEATH BENEFIT. PRIOR TO THE FIRST CONTRACT ANNIVERSARY, THE ENHANCED
DEATH BENEFIT WILL EQUAL THE TOTAL PURCHASE PAYMENTS PAID UNDER THE CONTRACT
LESS ANY AMOUNTS WITHDRAWN UNDER SECTION 4.5.
ON THE FIRST CONTRACT ANNIVERSARY AND ON EACH SUBSEQUENT CONTRACT ANNIVERSARY
PRIOR TO THE PRIMARY ANNUITANT'S 80TH BIRTHDAY, THE ENHANCED DEATH BENEFIT WILL
EQUAL THE GREATER OF:
o THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY;
OR
o THE ENHANCED DEATH BENEFIT ON THE MOST RECENT VALUATION DATE PRIOR TO
THAT CONTRACT ANNIVERSARY.
On any other Valuation Date prior to the Primary Annuitant's 80th birthday,
the Enhanced Death Benefit will be equal to the Enhanced Death Benefit on
the most recent contract anniversary, increased by any Purchase Payments
paid since that contract anniversary and decreased by any amounts withdrawn
under Section 4.5 since that contract anniversary.
<PAGE> 34
On any Valuation Date on or after the Primary Annuitant's 80th birthday,
the Enhanced Death Benefit will equal the Enhanced Death Benefit on the
contract anniversary immediately prior to the Primary Annuitant's 80th
birthday increased by any Purchase Payments paid since that contract
anniversary and decreased by any amounts withdrawn under Section 4.5 since
that contract anniversary.
ENHANCED DEATH BENEFIT CHARGE. ON EACH CONTRACT ANNIVERSARY WHILE THIS AMENDMENT
IS IN EFFECT, A CHARGE FOR THE ENHANCED DEATH BENEFIT WILL BE DEDUCTED FROM THE
INVESTMENT ACCOUNTS IN PROPORTION TO THE ACCUMULATION VALUE OF THE INVESTMENT
ACCOUNTS. THE CHARGE IS SHOWN ON PAGE 4.
EFFECTIVE DATE. THE EFFECTIVE DATE IS THE DATE ON WHICH PROOF OF DEATH IS
RECEIVED AT THE HOME OFFICE. HOWEVER, THE EFFECTIVE DATE WILL BE THE NEXT
FOLLOWING VALUATION DATE IF THE PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE
EITHER:
o ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK
EXCHANGE; OR
o ON A DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED.
TERMINATION OF ENHANCED DEATH BENEFIT. THIS AMENDMENT WILL REMAIN IN EFFECT
UNTIL MATURITY UNLESS THE OWNER REQUESTS THAT IT BE REMOVED, THE CONTRACT
TERMINATES, OR THE PRIMARY ANNUITANT DIES. ONCE THE AMENDMENT IS REMOVED, IT
CANNOT BE ADDED AGAIN. THE PROVISIONS OF SECTION 5.2 IN THE CONTRACT ARE
APPLICABLE IF THIS AMENDMENT TERMINATES.
SECTION 5.3 DEATH BENEFIT IF PRIMARY ANNUITANT IS NOT AN OWNER
IF THE PRIMARY ANNUITANT IS NOT AN OWNER, UPON THE DEATH OF THE PRIMARY
ANNUITANT, THE CONTRACT CONTINUES WITH THE CONTINGENT ANNUITANT (SECTION 6.5) AS
THE NEW ANNUITANT. THE DEATH BENEFIT WILL BE THE GREATER OF:
o THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR
o THE ENHANCED DEATH BENEFIT.
AS OF THE EFFECTIVE DATE, THE ACCUMULATION VALUE OF THE CONTRACT WILL BE SET AT
AN AMOUNT EQUAL TO THE DEATH BENEFIT.
ENHANCED DEATH BENEFIT. PRIOR TO THE FIRST CONTRACT ANNIVERSARY, THE ENHANCED
DEATH BENEFIT WILL EQUAL THE TOTAL PURCHASE PAYMENTS PAID UNDER THE CONTRACT
LESS ANY AMOUNTS WITHDRAWN UNDER SECTION 4.5.
ON THE FIRST CONTRACT ANNIVERSARY AND ON EACH SUBSEQUENT CONTRACT ANNIVERSARY
PRIOR TO THE PRIMARY ANNUITANT'S 80TH BIRTHDAY, THE ENHANCED DEATH BENEFIT WILL
EQUAL THE GREATER OF:
o THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY;
OR
o THE ENHANCED DEATH BENEFIT ON THE MOST RECENT VALUATION DATE PRIOR TO
THAT CONTRACT ANNIVERSARY.
On any other Valuation Date prior to the Primary Annuitant's 80th
birthday, the Enhanced Death Benefit will be equal to the Enhanced
Death Benefit on the most recent contract anniversary, increased by
any Purchase Payments paid since that contract anniversary and
<PAGE> 35
decreased by any amounts withdrawn under Section 4.5 since that
contract anniversary.
On any Valuation Date on or after the Primary Annuitant's 80th
birthday, the Enhanced Death Benefit will equal the Enhanced Death
Benefit on the contract anniversary immediately prior to the Primary
Annuitant's 80th birthday increased by any Purchase Payments paid
since that contract anniversary and decreased by any amounts withdrawn
under Section 4.5 since that contract anniversary.
ENHANCED DEATH BENEFIT CHARGE. ON EACH CONTRACT ANNIVERSARY WHILE THIS AMENDMENT
IS IN EFFECT, A CHARGE FOR THE ENHANCED DEATH BENEFIT WILL BE DEDUCTED FROM THE
INVESTMENT ACCOUNTS IN PROPORTION TO THE ACCUMULATION VALUE OF THE INVESTMENT
ACCOUNTS. THE CHARGE IS SHOWN ON PAGE 4.
EFFECTIVE DATE. THE EFFECTIVE DATE IS THE DATE ON WHICH PROOF OF DEATH IS
RECEIVED AT THE HOME OFFICE. HOWEVER, THE EFFECTIVE DATE WILL BE THE NEXT
FOLLOWING VALUATION DATE IF THE PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE
EITHER:
o ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK
EXCHANGE; OR
o ON A DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED.
TERMINATION OF ENHANCED DEATH BENEFIT. THIS AMENDMENT WILL REMAIN IN EFFECT
UNTIL MATURITY UNLESS THE OWNER REQUESTS THAT IT BE REMOVED, THE CONTRACT
TERMINATES, OR THE PRIMARY ANNUITANT DIES. ONCE THE AMENDMENT IS REMOVED IT
CANNOT BE ADDED AGAIN. THE PROVISIONS OF SECTION 5.3 IN THE CONTRACT ARE
APPLICABLE IF THIS AMENDMENT TERMINATES.
(SIGNED)
SECRETARY
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
<PAGE> 36
EXHIBIT B(5)
A APPLICATION FOR DEFERRED ANNUITY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
720 E. Wisconsin Avenue Milwaukee, Wisconsin 53202
Contract Number
|
|
- --------------------------------------------------------------------------------
1. OTHER POLICIES
- --------------------------------------------------------------------------------
Has a Northwestern Mutual Policy ever been issued on the annuitant's life?
[ ] YES, THE LAST POLICY NUMBER IS: __________________ [ ] NO
- --------------------------------------------------------------------------------
2. ANNUITANT
- --------------------------------------------------------------------------------
Name: First, MI, Last Sex Birthdate: mm-dd-yyyy
| | |
|____________________________________________|_______|_____________________
Street Address City, State, Zip
| |
|____________________________________________|_____________________________
Country, if other than US Taxpayer ID Number E-mail Address
| | |
|_________________________________|____________________|___________________
- --------------------------------------------------------------------------------
3. MARKET
- --------------------------------------------------------------------------------
Select one:
<TABLE>
<S><C>
[ ] NON-TAX QUALIFIED } Owner must be indicated.
[ ] 457 DEFERRED COMPENSATION PLAN } Go to section 4.
[ ] TRADITIONAL IRA
[ ] ROTH IRA } If the annuitant is a minor, go to section 4;
[ ] SIMPLE IRA } otherwise the annuitant is the
[ ] SIMPLIFIED EMPLOYEE PENSION PLAN IRA (SEP) } owner, go to section 5.
[ ] 403(b) TDA - EMPLOYEE SALARY REDUCTION ONLY
[ ] 403(b) TDA - EMPLOYER MATCHING OR NON-ELECTIVE CONTRIBUTIONS INCLUDED } The annuitant is the owner.
[ ] 401(g) NON-TRANSFERABLE ANNUITY } Go to section 5.
[ ] PENSION & PROFIT SHARING:
Trust Number Taxpayer ID Number
| |
|________________|________________________________ } The owner and beneficiary
} are the trustees of the plan.
Name of Owner - Trustees of } Go to section 6.
| |
|________________|________________________________
</TABLE>
<PAGE> 37
- --------------------------------------------------------------------------------
4. OWNER
- --------------------------------------------------------------------------------
A minor owner limits future contract actions.
Select one:
<TABLE>
<S> <C> <C>
[ ] ANNUITANT } Go to section 5.
[ ] SEE ATTACHMENT
[ ] UGMA/UTMA - custodian is owner for the benefit of minor
[ ] CORPORATION OR TRUST } Enter information below.
[ ] OTHER
</TABLE>
Name: First, MI, Last/Corporation/Trust Sex Birthdate: mm-dd-yyyy
| | |
|____________________________________________|______|_____________________
Street Address City, State, Zip
| |
|____________________________________________|____________________________
Relationship to Annuitant Taxpayer ID Number E-mail Address
| | |
|____________________________|______________________|_____________________
Date of Trust Name of Trustees
| |
|__________________|______________________________________________________
- --------------------------------------------------------------------------------
5. BENEFICIARY
- --------------------------------------------------------------------------------
Cannot be annuitant unless "Estate of Annuitant" named.
[ ] SEE ATTACHMENT - Go to section 6.
DIRECT BENEFICIARY: [ ] OWNER [ ] OTHER - Enter information below:
Name Taxpayer ID Number (Optional) Relationship %
| | | |
|________________|_______________________________|_________________|______
Name Taxpayer ID Number (Optional) Relationship %
| | | |
|________________|_______________________________|_________________|______
CONTINGENT BENEFICIARY:
Name Taxpayer ID Number (Optional) Relationship %
| | | |
|________________|_______________________________|_________________|______
Name Taxpayer ID Number (Optional) Relationship %
| | | |
|________________|_______________________________|_________________|______
[ ] And all (other) children of the Annuitant.
- --------------------------------------------------------------------------------
6. REPLACEMENT
- --------------------------------------------------------------------------------
As a result of this purchase, will the values or benefits of any other life
insurance policy or annuity contract, on any life, be affected in any way?
[ ] YES [ ] NO
Note to Agent: Values or benefits are affected if any question on the
Definition of Replacement Supplement could be answered "yes."
Will this annuity:
A. Replace Northwestern Mutual Life? [ ] YES [ ] NO
B. Replace other companies? [ ] YES [ ] NO
C. Result in 1035 exchange? [ ] YES [ ] NO
- --------------------------------------------------------------------------------
7. PLAN
- --------------------------------------------------------------------------------
Select one:
[ ] VARIABLE ANNUITY - Go to section V1.
[ ] FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY - Go to section F1.
<PAGE> 38
VARIABLE ANNUITY SECTION
- --------------------------------------------------------------------------------
V1. TYPE
- --------------------------------------------------------------------------------
[ ] BACK-END DESIGN [ ] FRONT-END DESIGN - Minimum initial purchase payment
$10,000.
The front-end design may provide better long term financial value than the back
end design. Factors to consider in making a decision include the expected
holding period of the annuity as well as anticipated liquidity needs.
- --------------------------------------------------------------------------------
V2. OPTIONAL ENHANCED DEATH BENEFIT
- --------------------------------------------------------------------------------
[ ] I ELECT THE ENHANCED DEATH BENEFIT RIDER.
There is an additional charge. Available to age 65. If this rider is not
elected, the standard death benefit will apply.
See prospectus for more information.
- --------------------------------------------------------------------------------
V3. PAYMENT ALLOCATION AND OPTIONS
- --------------------------------------------------------------------------------
A. PAYMENT ALLOCATION
You must indicate payment allocations. Use whole percentages. Total must
equal 100%.
NORTHWESTERN MUTUAL SERIES FUND, INC.
%
|______ Select Bond
|______ International Equity
|______ Money Market
|______ Balanced
|______ Index 500 Stock
|______ Aggressive Growth Stock
|______ High Yield Bond
|______ Growth Stock
|______ Growth and Income Stock
|______ Index 400 Stock
|______ Small Cap Growth Stock
RUSSELL INSURANCE FUNDS
%
|______ Multi-Style Equity
|______ Aggressive Equity
|______ Non-US
|______ Real Estate Securities
|______ Core Bond
FIXED FUND
%
|______ Guaranteed Interest
Fund availability subject to state approval.
B. OPTIONS
You may select one of the following options:
[ ] AUTOMATIC DOLLAR-COST AVERAGING
Amount
|
I authorize |$ ________________________ to be transferred from the
Money Market Fund:
[ ] MONTHLY [ ] QUARTERLY
to the following funds:
% Fund Name
| |
|______ |_________________________________________________
| |
|______ |_________________________________________________
| |
|______ |_________________________________________________
| |
|______ |_________________________________________________
| |
|______ |_________________________________________________
| |
|______ |_________________________________________________
[ ] PORTFOLIO RE-BALANCING
Minimum contract value $10,000. Re-balancing transfers are not
made to or from the Guaranteed Interest Fund.
I authorize re-balancing transfers to be made according to the
elected Payment Allocations:
[ ] MONTHLY [ ] QUARTERLY
[ ] SEMI-ANNUALLY [ ] ANNUALLY
<PAGE> 39
- --------------------------------------------------------------------------------
V4. INITIAL PAYMENT
- --------------------------------------------------------------------------------
METHOD OF PAYMENT
Select one: Amount
|$
[ ] CHECK ATTACHED |___________________ Estimated Amount
|$
[ ] CHECK COMING FROM ANOTHER INSTITUTION |___________________
[ ] ELECTRONIC FUNDS TRANSFER (ISA/EFT) - Complete section V5.
[ ] MULTIPLE CONTRACT BILL (MCB) - Required for Simple IRAs. Complete
section V5.
IRA INFORMATION
This section must be completed if an IRA market was selected in Section 3.
CAUTION: ACCURATE SELECTION IS NEEDED TO ASSURE CORRECT TAX REPORTING. For
advice, consult your tax professional. Select all that apply:
[ ] NEW CONTRIBUTIONS - Specify tax year:
Current Tax Year | Amount
____________________________|$__________________________
Prior Tax Year | Amount
____________________________|$__________________________
[ ] DIRECT TRANSFER - Check Payable to Northwestern Mutual Life for the
benefit of the contract owner.
Indicate the market the money is coming from. Select one:
[ ] TDA
[ ] PENSION/PROFIT SHARING/401K/DEFINED BENEFIT
[ ] TRADITIONAL IRA
[ ] ROTH IRA
[ ] SEP
[ ] SIMPLE IRA - THE OWNER HAS BEEN A PARTICIPANT IN THE
EMPLOYER'S SIMPLE plan for: [ ] TWO YEARS OR LESS
[ ] MORE THAN TWO YEARS
[ ] 60-DAY ROLLOVER - Personal check from owner or check endorsed to
Northwestern Mutual Life.
Only if applicable, also select one:
[ ] TRADITIONAL IRA TO ROTH IRA
[ ] SIMPLE IRA TO TRADITIONAL IRA- THE OWNER HAS BEEN A PARTICIPANT
IN THE EMPLOYER'S SIMPLE plan for: [ ] TWO YEARS OR LESS
[ ] MORE THAN TWO YEARS
<PAGE> 40
| |
| |
Attach Voided Check
- --------------------------------------------------------------------------------
V5. SCHEDULED PAYMENTS
- --------------------------------------------------------------------------------
You may select either ISA/EFT or MCB.
ISA Number
[ ]
[ ]
[ ]
[ ] ELECTRONIC FUNDS TRANSFER (ISA/EFT)
You must attach a voided check.
Select one:
[ ] MONTHLY [ ] QUARTERLY
[ ] SEMI-ANNUALLY [ ] ANNUALLY
Amount Date of First Draft
| |
|$ |
__________________________________________________________________
Bank Transit Number Checking/Savings Account Number
| |
| |
__________________________________________________________________
Bank Name
[ ] CHECKING |
[ ] SAVINGS |
_____________________________________________
BANK ACCOUNT OWNER - Select one:
[ ] ANNUITANT [ ] OTHER- Enter information below:
Name: First, MI, Last Sex Birthdate: mm-dd-yyyy
| | |
| | |
______________________________________________________________________________
Street Address City, State, Zip
| |
| |
______________________________________________________________________________
Taxpayer ID Number Daytime Telephone Number
| |
| |
______________________________________________________________________________
Signature below is authorization to the depository institution specified above
to pay and charge named account with electronic funds transfers, or other form
of pre-authorized check or withdrawal order transfers, initiated by the
Northwestern Mutual Life Insurance Company to its own order. This authorization
will remain in effect until revoked in writing.
X
__________________________________________________________
Signature of Bank Account Owner
[ ] MULTIPLE CONTRACT BILL (MCB)
Amount MCB Number MCB Payer Name
| | |
|$ | |
______________________________________________________________________________
<PAGE> 41
- --------------------------------------------------------------------------------
SIGNATURES - VARIABLE ANNUITY
- --------------------------------------------------------------------------------
THE ANNUITANT CONSENTS TO THIS APPLICATION.
EACH PERSON SIGNING THIS APPLICATION DECLARES THAT THE ANSWERS AND STATEMENTS
MADE IN THIS APPLICATION ARE CORRECTLY RECORDED, COMPLETE AND TRUE TO THE BEST
OF HIS OR HER KNOWLEDGE AND BELIEF.
IT IS UNDERSTOOD AND AGREED THAT:
If the Owner is a Trustee or successor Trustee under a tax qualified plan or the
employer under a tax qualified non-trusteed plan, Northwestern Mutual Life will
be fully discharged of liability for any action taken by the Owner in the
exercise of any contract right and for all amounts paid to, or at the direction
of, the Owner and will have no obligation as to the use of the amounts. In all
dealings with the Owner, Northwestern Mutual Life will be fully protected
against the claims of every other person.
The first purchase payment will be credited the valuation date coincident with
or next following the date both the application and the purchase payment are
received at the Home Office.
Receipt of purchase payments at a payment facility designated by Northwestern
Mutual Life will be considered the same as receipt at the Home Office.
If a Tax Qualified Employee Plan, an IRA or TDA is applied for, the Applicant
and/or Annuitant have received and reviewed the appropriate ERISA, IRA or TDA
disclosure statements.
BACK-END DESIGN VARIABLE ANNUITY CONTRACTS HAVE PROVISIONS FOR THE ASSESSMENT OF
SURRENDER CHARGES ON CASH WITHDRAWAL.
No agent is authorized to make or alter contracts or to waive the rights or
requirements of Northwestern Mutual Life.
I acknowledge receipt of the Prospectus or Offering Circular and Report and I
understand that all payments and values provided by this contract, when based on
the investment experience of a separate account, are variable and are not
guaranteed as to amount.
<TABLE>
<S><C>
x x
_________________________________________________________________ ________________________________________________
Signature of Applicant (Indicate relationship below if applicable) Signature of Annuitant (if other than Applicant)
[ ] Trustee [ ] Employer
x
________________________________________________
Signature of Licensed Agent
Date Signed at: City County State
| | | |
| | | |
____________ _______________________________________ __________________________ ________
</TABLE>
<PAGE> 42
FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY SECTION
- --------------------------------------------------------------------------------
F1. GUARANTEED PERIOD
- --------------------------------------------------------------------------------
[ ]ONE YEAR [ ]THREE YEAR
- --------------------------------------------------------------------------------
F2. PAYMENT
- --------------------------------------------------------------------------------
METHOD OF PAYMENT
Select all that apply:
Amount
|
[ ]CHECK ATTACHED |$ ________________
Estimated Amount
|
[ ]CHECK COMING FROM ANOTHER INSTITUTION |$ __________________
IRA INFORMATION
This section must be completed if an IRA market was selected in Section 3.
CAUTION: ACCURATE SELECTION IS NEEDED TO ASSURE CORRECT TAX REPORTING. For
advice, consult your tax professional. Select one:
[ ] DIRECT TRANSFER - Check Payable to Northwestern Mutual Life for the
benefit of the contract owner.
Indicate the market the money is coming from. Select one:
[ ] TDA
[ ] PENSION/PROFIT SHARING/401K/DEFINED BENEFIT
[ ] TRADITIONAL IRA
[ ] ROTH IRA
[ ] SEP
[ ] SIMPLE IRA - The owner has been a participant in the employer's
SIMPLE plan for: [ ]TWO YEARS OR LESS
[ ]MORE THAN TWO YEARS
[ ]60-DAY ROLLOVER - Personal check from owner or check endorsed to
Northwestern Mutual Life.
Only if applicable, also select one:
[ ] TRADITIONAL IRA TO ROTH IRA
[ ] SIMPLE IRA TO TRADITIONAL IRA - The owner has been a participant
in the employer's SIMPLE plan for: [ ] TWO YEARS OR LESS
[ ] MORE THAN TWO YEARS
<PAGE> 43
- --------------------------------------------------------------------------------
SIGNATURES - FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY
- --------------------------------------------------------------------------------
THE ANNUITANT CONSENTS TO THIS APPLICATION.
EACH PERSON SIGNING THIS APPLICATION DECLARES THAT THE ANSWERS AND STATEMENTS
MADE IN THIS APPLICATION ARE CORRECTLY RECORDED, COMPLETE AND TRUE TO THE BEST
OF HIS OR HER KNOWLEDGE AND BELIEF.
IT IS UNDERSTOOD AND AGREED THAT:
If the Owner is a Trustee or successor Trustee under a tax qualified plan or the
employer under a tax qualified non-trusteed plan, Northwestern Mutual Life will
be fully discharged of liability for any action taken by the Owner in the
exercise of any contract right and for all amounts paid to, or at the direction
of, the Owner and will have no obligation as to the use of the amounts. In all
dealings with the Owner, Northwestern Mutual Life will be fully protected
against the claims of every other person.
The premium will be credited the date both the entire premium and the
application are received at the Home Office.
Receipt of the premium at a payment facility designated by Northwestern Mutual
Life will be considered the same as receipt at the Home Office.
If a Tax Qualified Employee Plan, an IRA or TDA is applied for, the Applicant
and/or Annuitant have received and reviewed the appropriate ERISA, IRA or TDA
disclosure statements.
FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY POLICIES HAVE PROVISIONS FOR
THE ASSESSMENT OF SURRENDER CHARGES ON CASH WITHDRAWAL.
No agent is authorized to make or alter contracts or to waive the rights or
requirements of Northwestern Mutual Life.
<TABLE>
<S><C>
X__________________________________________________________________ X_______________________________________________
Signature of Applicant (Indicate relationship below if applicable) Signature of Annuitant (if other than Applicant)
[ ] Trustee [ ] Employer
X_______________________________________________
Signature of Licensed Agent
Date Signed at: City County State
| | | |
| | | |
___________________________________________________________________________________________________________________________
</TABLE>
<PAGE> 44
- --------------------------------------------------------------------------------
AGENT'S CERTIFICATE
- --------------------------------------------------------------------------------
Annuitant Name: First, MI, Last A
|
|_____________________________________________________________________
1. To the best of your knowledge will the annuity applied for replace any
life insurance or annuity contract in this company or elsewhere?
[ ] YES [ ] NO
Date of Delivery
|
2. On |__________ the following Prospectus or Offering Circular and Report
was delivered:
[ ] ACCOUNT A OFFERING CIRCULAR DATED______________AND REPORT DATED
_____________(CORPORATE PENSION PLANS)
[ ] ACCOUNT A PROSPECTUS DATED______________(PARTNERSHIP OR SOLE
PROPRIETORSHIP PENSION PLANS)
[ ] ACCOUNT B PROSPECTUS DATED______________(ALL OTHERS)
3. Was any part of this application translated?
[ ] YES, PLEASE EXPLAIN: [ ] NO
- --------------------------------------------------------------------------------
CERTIFICATION
- --------------------------------------------------------------------------------
I certify that to the best of my knowledge I have presented to the Company all
pertinent facts, have asked all questions and have completely and correctly
recorded the Applicant's and Annuitant's answers in accordance with the
instructions. I know nothing unfavorable about the Annuitant that is not stated
in the application or accompanying letter. I further certify that I have
reasonable grounds for believing the purchase of the annuity applied for is
suitable as an investment for the Annuitant based on the information furnished
by the Applicant and Annuitant and contained herein.
If this application is for a Variable Annuity, I certify that a current
Prospectus or Offering Circular and Report was delivered and that no written
sales materials other than those furnished by the Home Office were used.
Agent Phone Number
|
x_____________________________________________________|________________________
Signature of Agent
General Agent's approval for VARIABLE ANNUITIES only (signature of GENERAL AGENT
or APPOINTED REGISTERED REPRESENTATIVE)
x________________________________ __________________________________________
Signature Print Name
or use stamp
|
|
|
|_________________________________________
<PAGE> 45
- --------------------------------------------------------------------------------
DEMOGRAPHICS
- --------------------------------------------------------------------------------
ANNUITANT'S EDUCATION
[ ] Some Education [ ] High School [ ] Associate Degree [ ] Some College
[ ] Bachelors [ ] Masters [ ] Attorney at Law [ ] Doctorate
NUMBER OF CHILDREN
Number
| [ ] None
|
|_________
<TABLE>
<CAPTION>
OCCUPATION INDUSTRY SOURCE OF APPLICANT
<S> <C> <C>
[ ] Business Owner [ ] Agriculture, Forestry &Fishing [ ] Agent's Own Policyowner
[ ] Clerical [ ] Construction [ ] Orphan Policyowner
[ ] Consultant [ ] Finance, Insurance &Real Estate [ ] Referred Lead
[ ] Craftsman [ ] Manufacturing [ ] Acquaintance
[ ] Homemaker [ ] Mining [ ] Newcomer Service
[ ] Legal [ ] Nonclassifiable Establishments [ ] Cold Canvass
[ ] Managerial/Executive [ ] Public Administration [ ] Lead Letter Reply
[ ] Medical [ ] Retail Trade [ ] Published Sources
[ ] Professional [ ] Services [ ] Walk-in
[ ] Sales [ ] Transportation, Communication [ ] Family member or yourself
& Utilities
[ ] Service Worker Other
[ ] Technical [ ] Wholesale Trade |
|______________________________
</TABLE>
- --------------------------------------------------------------------------------
CONTRACT DELIVERY INSTRUCTIONS
- --------------------------------------------------------------------------------
Deliver contract package to the servicing agent at the: [ ] GA office
[ ] DA office
[ ] Agent's own office
- --------------------------------------------------------------------------------
PRODUCTION AND COMMISSION CREDITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Primary or Secondary If secondary contract,
Agent Number Agents Full Name*: Last, First % Interest Contract (P or S) secondary Appt. Agt. No.
<S> <C> <C> <C> <C>
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________
</TABLE>
*Commissions are payable only to Registered Representatives of Northwestern
Mutual Investment Services, LLC.
General Agent's Number General Agent's Stamp
| |
|_______________________ |
|
|_________________
<PAGE> 46
<TABLE>
<S><C>
- -----------------------------------------------------------------------------------------------------------------
A Annuitant Amount Plan
| | |
|_________________________________|$_________|_________________________________
RECEIPT
If the premium or purchase Received of___________________________________________________________________
payment is paid at the time
of application, this receipt the sum of $__________________________________________________________________
must be completed and given for the Annuity applied for in the application to The Northwestern Mutual LIfe
to the Applicant. No other Insurance Company, 720 East Wisconsin Ave., Milwaukee, WI 53202.
receipt will be recognized by
the Company. Place and Date Agent
| |
|_________________________________|____________________________________________
</TABLE>
ALL CHECKS SHOULD BE PAYABLE TO NORTHWESTERN MUTUAL LIFE. DO NOT MAKE THE CHECK
PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK.
EFFECTIVE DATE: The Annuity will be effective on the date the application and
initial purchase payment are received at the Home Office. Receipt of purchase
payments at a payment facility designated by Northwestern Mutual Life will be
considered the same as receipt at the Home Office.
REFUND: If delivery of a Fixed Annuity-Single Premium Retirement Annuity is not
accepted, the Company will refund any premium paid. If delivery of a Variable
Annuity is not accepted, the Company will refund the sum of the difference
between the purchase payments paid and the amounts, if any, allocated to the
Separate Account plus the value of the Accumulation Units of the Separate
Account on the effective date of return, except where otherwise required by law.
No agent is authorized to make or alter contracts or to waive any of the
Company's rights or requirements.
<PAGE> 1
EXHIBIT B(4)(a)(1)
The Northwestern Mutual Life Insurance Company agrees to pay the benefits
provided in this contract, subject to its terms and conditions.
Signed at Milwaukee, Wisconsin on the Issue Date.
(signed)
President and CEO Secretary
FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT A
Net Purchase Payments accumulated in a Separate Account,
assets of which are invested in shares of one or more mutual funds,
or Guaranteed Interest Fund.
Contract benefits payable in one sum or as variable
or guaranteed monthly income.
Variable Payment Plan benefits described in Section 11.
Participating.
AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS
PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE
VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF
THE SEPARATE ACCOUNT.
RIGHT TO RETURN CONTRACT. Please read this contract carefully. The Owner may
return the contract for any reason within ten days after receiving it. Return of
the contract is effective on the date written notice of the return is delivered,
mailed or sent by telegram to either The Northwestern Mutual Life Insurance
Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 or the agent who
sold the contract. If returned, the contract will be cancelled and the Company
will refund the sum of (a) the difference between the Purchase Payments paid and
the amounts, if any, allocated to the Separate Account plus (b) the value of the
Accumulation Units of the Separate Account on the effective date of return.
CONTRACT NUMBER 12 345 678
PRIMARY ANNUITANT John J. Doe
ISSUE DATE March 31, 2000 Sex Neutral
<PAGE> 2
TABLE OF CONTENTS
CONTRACT INFORMATION, INVESTMENT ACCOUNTS
CHARGES AND FEES
MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS
SECTION 1. GENERAL TERMS AND DEFINITIONS
SECTION 2. SEPARATE ACCOUNT
o Separate Account
o Accumulation Units
o Net Investment Factor
o Substitution and Change
SECTION 3. GUARANTEED INTEREST FUND
o Guaranteed Interest Fund
o Accumulation Value
o Transfer Restrictions
o Maximum Guaranteed Interest Fund Accumulation Value
o Table of Guaranteed Values
SECTION 4. PURCHASE PAYMENTS, TRANSFERS AND WITHDRAWALS
o Payment of Purchase Payments
o Application of Purchase Payments
o Selection of Investment Account for Purchase Payments
o Transfer of Accumulation Value
o Withdrawals and Full Surrender
o Effective Date
SECTION 5. BENEFITS
o Maturity Benefit
o Death Benefit if Annuitant is an Owner
o Death Benefit if Annuitant is not an Owner
SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS
o Naming and Changing of Beneficiaries
o Succession in Interest of Beneficiaries
o Trustee as Beneficiary
o General
o Naming and Changing a Contingent Annuitant
<PAGE> 3
SECTION 7. CHARGES, FEES AND CONVERSION
o Premium Taxes
o Contract Fee
o Conversion of Investment Accounts
o Withdrawal Charge
SECTION 8. OWNERSHIP
o The Owner
o Transfer of Ownership
o Naming and Changing a Successor Owner
o Collateral Assignment
o Reports to Owners
o Transferability Restrictions
SECTION 9. THE CONTRACT
o Guarantees
o Valuation of Separate Account Assets
o Determination of Separate Account Values
o Deferment of Benefit Payments
o Dividends
o Incontestability
o Misstatements
o Entire contract; Changes
o Termination of Contract.
SECTION 10. PAYMENT OF CONTRACT BENEFITS
o Payment of Benefits
o Death Benefit
o Effective Date for Payment Plan
o Payment Plan Elections
SECTION 11. PAYMENT PLANS
o Description of Payment Plans
o Allocation of Benefits
o Annuity Units under Variable Payment Plans
o Payments under Variable Payment Plans
o Transfers Involving Variable Payment Plans
o Withdrawal under Payment Plans
o Naming and Changing of Beneficiaries under Payment Plans
o Succession in Interest of Beneficiaries under Payment Plans
o Payment Plan Rates
<PAGE> 4
ADDITIONAL BENEFITS (IF ANY)
APPLICATION
ENDORSEMENTS
to be made only by the Company at the Home Office
<PAGE> 5
CONTRACT INFORMATION
<TABLE>
<S> <C>
CONTRACT NUMBER 12 345 678
PLAN Flexible Payment Variable Annuity
ADDITIONAL BENEFITS Enhanced Death Benefit
TAX REPORTING CATEGORY Pension Annuity
PRIMARY ANNUITANT John J. Doe
AGE AND SEX 35 Male
OWNER John J. Doe, the Annuitant
ISSUE DATE March 31,2000
CONTRACT ANNIVERSARY March 31, 2001 and each March 31
thereafter
MATURITY DATE March 31, 2050
DIRECT BENEFICIARY Jane K. Doe, Wife of the Annuitant
</TABLE>
INVESTMENT ACCOUNTS
On the Issue Date, Net Purchase Payments and contract values may be
allocated among the following Investment Accounts. Available Separate
Account Divisions are subject to change. See Section 2.1.
Divisions of Separate Account A:
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 and 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 Core Bond Division
Russell Real Estate Securities Division
Guaranteed Accounts:
Guaranteed Interest Fund
Page 3
<PAGE> 6
CONTRACT NUMBER 12 345 678
CHARGES AND FEES
DEDUCTION FROM PURCHASE PAYMENTS:
PREMIUM TAX (See Section 7.1):
For the first Contract Year, Premium Taxes are not
deducted from Purchase Payments. After the first
Contract Year, the Company may deduct Premium Taxes
from Purchase Payments received or benefits paid.
ANNUAL MORTALITY AND EXPENSE RISK CHARGE (See Section 2.3):
Class A Annuity and Accumulation Units:
0.50% at Issue; 0.75% Maximum
Class B Annuity and Accumulation Units:
1.25% at Issue; 1.50% Maximum
ANNUAL CONTRACT FEE (See Section 7.2):
$30 charged on the contract anniversary. The contract fee will
be waived if the Accumulation Value of the contract equals or
exceeds $25,000 on the contract anniversary.
ENHANCED DEATH BENEFIT CHARGE
0.10% of the Enhanced Death Benefit on each contract
anniversary.
TRANSFER FEE (See Sections 4.4 and 11.5):
$25 beginning with the thirteenth transfer in any Contract
Year.
CONTINUED ON PAGE 4-1
Page 4
<PAGE> 7
CONTINUED FROM PAGE 4
CHARGES AND FEES
WITHDRAWAL CHARGE: (See Section 7.4)
The first $100,000 of Net Purchase Payments paid under the contract
start in Category Eight. The next $400,000 start in Category Four. All
additional Net Purchase Payments start in Category Two. On each
contract anniversary, any amount in a category moves to the next lower
category until that amount reaches Category Zero. On the date on which
proof of death of the Primary Annuitant is received at the Home Office,
Net Purchase Payments paid prior to the date of death move to Category
Zero.
<TABLE>
<CAPTION>
Withdrawal Withdrawal
Charge Charge
Category Percentage
<S> <C>
Eight 6%
Seven 6%
Six 6%
Five 5%
Four 4%
Three 3%
Two 2%
One 1%
Zero 0%
</TABLE>
MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS
MINIMUM PURCHASE PAYMENT (See Section 4.1): $25
MINIMUM ACCUMULATION VALUE (See Sections 5.2 and 9.9): $2,000
MINIMUM PAYMENT UNDER PAYMENT PLAN (See Sections 9.9 and 10.1): $50
Monthly Income.
Page 4-1
<PAGE> 8
CONTRACT NUMBER 12 345 678
GUARANTEED INTEREST FUND - TABLE OF GUARANTEED VALUES
The table shows minimum guaranteed values and assumes a $5,000 Purchase Payment
made at the time of issue followed by subsequent $1,000 Purchase Payments made
annually thereafter on each contract anniversary. The values are based on the
assumption that 100% of all Net Purchase Payments are allocated to, and remain
in, the Guaranteed Interest Fund.
<TABLE>
<CAPTION>
End of
Contract Accumulation Cash
Year March 31 Value Value
<S> <C> <C> <C>
1 2001 $ 5,150 $ 4,850
2 2002 6,303 5,943
3 2003 7,491 7,121
4 2004 8,715 8,345
5 2005 9,976 9,616
6 2006 11,274 10,934
7 2007 12,611 12,301
8 2008 13,989 13,719
Age 70 2035 72,523 72,253
</TABLE>
This table is based on the guaranteed annual effective interest rate of 3%.
Higher declared rates of interest will increase values. Values shown at the end
of contract years do not reflect any Purchase Payments paid on that contract
anniversary. The actual guaranteed values may differ from those shown above,
depending on the amount and frequency of Purchase Payments.
Page 4A
<PAGE> 9
SECTION 1. GENERAL TERMS AND DEFINITIONS
ACCUMULATION UNIT A unit of measure used to determine the value of the
interest of this contract in the Separate Account
prior to the date on which amounts are placed under a
payment plan. Accumulation Units may be Class A
Accumulation Units or Class B Accumulation Units.
ACCUMULATION VALUE The Accumulation Value of a Separate Account Division
is the total value of all Accumulation Units in that
Division. The Accumulation Value of the Guaranteed
Interest Fund is the sum of amounts applied to the
fund, plus credited interest, less amounts withdrawn
or transferred from the fund. The Accumulation Value
of the contract is the sum of the Accumulation Values
of all Investment Accounts.
ANNUITANT The Primary Annuitant and, upon the death of the
Primary Annuitant, the Contingent Annuitant.
ANNUITY UNIT A unit of measure used to determine the amount of
variable payments under a variable payment plan and
the value of the interest of a variable payment plan
in the Separate Account. Annuity Units may be Class A
Annuity Units or Class B Annuity Units.
BENEFICIARIES The term "Beneficiaries" as used in this contract
includes direct beneficiaries, contingent
beneficiaries and further payees.
COMPANY The Northwestern Mutual Life Insurance Company.
CONTINGENT ANNUITANT The person who becomes the Annuitant upon the death
of an Annuitant.
CONTRACT FEE An annual charge for administration expenses made on
each contract anniversary prior to the Maturity Date.
CONTRACT YEAR The first Contract Year is the period of time ending
on the first contract anniversary. Subsequent
Contract Years are the annual periods between
contract anniversaries.
DIVISION A component of the Separate Account to which the
Owner may allocate Net Purchase Payments and contract
values.
GUARANTEED INTEREST FUND The portion of the contract that is credited with a
guaranteed interest rate and which is held as part of
the general assets of the Company. The Guaranteed
Interest Fund may consist of a Class A Guaranteed
Interest Fund and a Class B Guaranteed Interest Fund.
HOME OFFICE The office of The Northwestern Mutual Life Insurance
Company located at 720 East Wisconsin Avenue,
Milwaukee, WI 53202.
INVESTMENT ACCOUNT The Guaranteed Interest Fund and Separate Account
Divisions available for allocation of Net Purchase
Payments and contract values. The available
Investment Accounts are listed on page 3.
<PAGE> 10
ISSUE DATE The date this contract is issued and becomes
effective.
MATURITY DATE The date upon which contract benefits will become
payable. If the contract is continued in force under
the Optional Maturity Date provision, the Optional
Maturity Date will become the Maturity Date.
NET PURCHASE PAYMENT A Purchase Payment less all applicable deductions.
Deductions may include a Premium Tax.
OPTIONAL MATURITY DATE The contract anniversary nearest the Annuitant's 90th
birthday. Upon reaching the Maturity Date shown on
page 3, the Owner may elect to continue the contract
in force until this Optional Maturity Date.
OWNER The person possessing the ownership rights stated in
this contract.
PORTFOLIOS Mutual funds or portfolios of mutual funds in which
the assets of the Separate Account are invested.
PREMIUM TAX A tax imposed by a governmental entity when Purchase
Payments are received or benefits are paid.
PRIMARY ANNUITANT The person upon whose life this contract is initially
issued.
PURCHASE PAYMENT A payment made by or on behalf of the Owner with
respect to this contract.
SEPARATE ACCOUNT NML Variable Annuity Account A. The Separate Account
consists of assets set aside by the Company, the
investment performance of which is kept separate from
that of the general assets and all other separate
account assets of the Company.
SUCCESSOR OWNER The person designated to become the Owner upon the
death of the Owner, provided the Owner was not the
Annuitant at the time of the Owner's death.
TRANSFER FEE A deduction that is made from the amount transferred
between Investment Accounts.
WITHDRAWAL CHARGE A deduction that is made from maturity benefits and
withdrawal amounts.
WITHDRAWAL CHARGE FREE AMOUNT For a withdrawal, the amount that can be
withdrawn without a Withdrawal Charge prior to the
withdrawal of Net Purchase Payments
VALUATION DATE Any day on which the assets of the Separate Account
are valued. Assets are valued as of the close of
trading on the New York Stock Exchange for each day
the Exchange is open.
<PAGE> 11
SECTION 2. SEPARATE ACCOUNT
2.1 SEPARATE ACCOUNT
The Separate Account (NML Variable Annuity Account A) has been established by
the Company. The Separate Account consists of assets set aside by the Company,
the investment performance of which is kept separate from that of the general
assets and all other separate account assets of the Company. The assets of the
Separate Account will not be charged with liabilities arising out of any other
business the Company may conduct. Interests in the Separate Account are
represented by Accumulation Units and Annuity Units, described in Sections 2.2
and 11.3, respectively.
The Separate Account is comprised of the Divisions listed on page 3. The assets
allocated to these Divisions are invested in shares of the corresponding
Portfolios. Shares of the Portfolios are purchased for the Separate Account at
their net asset value.
The Company reserves the right to eliminate or add additional Divisions and
Portfolios.
2.2 ACCUMULATION UNITS
The interest of this contract in the Separate Account, prior to the date on
which amounts become payable under a payment plan, is represented by
Accumulation Units. The dollar value of Accumulation Units for each Division
will increase or decrease to reflect the investment experience of the Division.
The value of an Accumulation Unit on any Valuation Date is the product of:
o the value on the immediately preceding Valuation Date; and
o the Net Investment Factor for the period from the immediately preceding
Valuation Date up to and including the current Valuation Date (the
current period).
There may be Class A and Class B Accumulation Units. The Mortality and Expense
Risk Charge for each class is shown on page 4. Net Purchase Payments applied to
the Separate Account and transfers from the Class B Guaranteed Interest Fund
purchase Class B Accumulation Units until conversion takes place as described in
Section 7.3.
2.3 NET INVESTMENT FACTOR
For each Division of the Separate Account the Net Investment Factor for the
current period is one plus the net investment rate for that Division. The net
investment rate for the current period is equal to the gross investment rate for
the Division reduced on each Valuation Date by a Mortality and Expense Risk
Charge. The charge for these risks on the Issue Date is shown on page 4. The
Company may increase or decrease the charge after the Issue Date, but the
Company may not increase the charge to exceed the maximum charge shown on page
4.
<PAGE> 12
The gross investment rate for the current period for each Division is equal to
a. divided by b. where:
a. is:
o the investment income of the Division for the current period; plus
o capital gains for the period, whether realized or unrealized, on the
assets of the Division; less
o capital losses for the period, whether realized or unrealized, on
the assets of the Division; less
o deduction for any tax liability paid or reserved for by the Company
resulting from the maintenance or operation of the Division; and
less
o any reasonable expenses paid or reserved for by the Company which
result from a substitution of other securities for shares of the
Portfolio(s) as set forth in Section 2.4; and
b. is the value of the assets in the Division on the immediately preceding
Valuation Date.
The gross investment rate may be positive or negative. The deduction for any tax
liability may be charged proportionately against those contracts to which the
liability is attributable by a reduction in the gross investment rate for those
contracts.
2.4 SUBSTITUTION AND CHANGE
Pursuant to the authority of the Board of Trustees of the Company:
o the assets of the Division may be invested in securities other than
shares of the Portfolio(s) as a substitute for those shares already
purchased or as the securities to be purchased in the future; and
o the provisions of the contracts may be modified to comply with any other
applicable federal or state laws.
In the event of a substitution or change, the Company may make appropriate
endorsement on this and other contracts having an interest in the Separate
Account and take other actions as may be necessary to effect the substitution or
change. Any such substitution or change will be subject to any required approval
of the Commissioner of Insurance for the state of Wisconsin, and filing with the
state in which this contract is issued.
<PAGE> 13
SECTION 3. GUARANTEED INTEREST FUND
3.1 GUARANTEED INTEREST FUND
Net Purchase Payments (see Section 4.2) and amounts transferred from other
Investment Accounts under this contract (see Section 4.4) may be applied to the
Guaranteed Interest Fund. Contract benefits placed under a variable payment plan
may not be applied to the Guaranteed Interest Fund. Amounts applied to the
Guaranteed Interest Fund become part of the general assets of the Company.
3.2 ACCUMULATION VALUE
The Accumulation Value of the Guaranteed Interest Fund is the sum of the amounts
applied to it, plus credited interest, less any amounts withdrawn or transferred
from the fund. Interest begins to accrue on the effective date of the Purchase
Payment or transfer (see Section 4.6).
There may be Class A and Class B Guaranteed Interest Funds. Net Purchase
Payments applied to the Guaranteed Interest Fund and amounts transferred from
Class B Accumulation Units into the Guaranteed Interest Fund are applied to the
Class B Guaranteed Interest Fund until conversion takes place as described in
Section 7.3. Amounts transferred from Class A Accumulation Units into the
Guaranteed Interest Fund are applied to the Class A Guaranteed Interest Fund.
Interest will be credited at an annual effective interest rate of not less than
3%. A higher rate may be declared by the Company from time to time for a period
set by the Company. The declared rate for the Class A Guaranteed Interest Fund
will always equal or exceed the declared rate for the Class B Guaranteed
Interest Fund.
3.3 TRANSFER RESTRICTIONS
Transfers of Accumulation Value from the Guaranteed Interest Fund will not be
allowed for a period of 365 days following the most recent transfer of
Accumulation Value from the Guaranteed Interest Fund.
The maximum amount of the Accumulation Value that may be transferred from the
Guaranteed Interest Fund in one transfer is limited to the greater of:
o 25% of the Accumulation Value of the Guaranteed Interest Fund on the
last contract anniversary preceding the transfer; and
o the amount of the most recent transfer from the Guaranteed Interest
Fund.
However, in no event will this maximum transfer amount be less than $1,000 or
greater than $50,000.
Transfers of Accumulation Value into the Guaranteed Interest Fund will not be
allowed for a period of 90 days following the most recent transfer of
Accumulation Value from the Guaranteed Interest Fund.
<PAGE> 14
3.4 MAXIMUM GUARANTEED INTEREST FUND ACCUMULATION VALUE
The Accumulation Value of the Guaranteed Interest Fund may not exceed $1,000,000
without prior consent of the Company, except when the maximum is exceeded
because of interest accruing to the Guaranteed Interest Fund.
3.5 TABLE OF GUARANTEED VALUES
Accumulation and cash values are shown on page 4A. The values are based on the
assumptions stated on page 4A and are for the end of the contract years shown.
Values for contract years not shown are calculated on the same basis as those
shown on page 4A. Guaranteed values are at least as great as those required by
the state in which this contract is delivered.
SECTION 4. PURCHASE PAYMENTS, TRANSFERS, WITHDRAWALS
4.1 PAYMENT OF PURCHASE PAYMENTS
All Purchase Payments 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.
Purchase Payments may be made at any time prior to the death of an Owner and
prior to the Maturity Date. Purchase Payments may be made after the death of an
Owner only if the new Owner of the contract is the surviving spouse of the
deceased Owner. The Owner may vary the amount of Purchase Payments, but no
Purchase Payment may be less than the Minimum Purchase Payment shown on page 4.
Total Purchase Payments may not exceed $5,000,000 without the consent of the
Company.
The Company will not accept any Purchase Payment under Section 4 unless it is a
contribution under a pension or profit sharing plan which meets the requirements
of Section 401 of the Internal Revenue Code of 1954, as amended, or the
requirements for deduction of the employer's contribution under Section 404
(a)(2) of such code.
4.2 APPLICATION OF PURCHASE PAYMENTS
Each Purchase Payment, net of Premium Taxes, will be applied to one or more
Investment Accounts. Net Purchase Payments applied to the Guaranteed Interest
Fund will accrue interest from the effective date of the Purchase Payment. Net
Purchase Payments purchase Class B Accumulation Units or are applied to the
Class B Guaranteed Interest Fund. Accumulation Units are credited as of the
effective date of the Net Purchase Payment.
The number of Accumulation Units will be determined by dividing the Net Purchase
Payment by the value of an Accumulation Unit on the effective date. This number
of Accumulation Units will not be changed by any subsequent change in the dollar
value of Accumulation Units.
<PAGE> 15
4.3 SELECTION OF INVESTMENT ACCOUNT FOR PURCHASE PAYMENTS
The Owner may change the allocation of Net Purchase Payments among the
Investment Accounts by written notice to the Company. Net Purchase Payments
received at the Home Office on or after the date on which notice is received
will be applied to the designated Investment Accounts on the basis of the new
allocation.
4.4 TRANSFER OF ACCUMULATION VALUE
Before the Maturity Date the Owner may, on request satisfactory to the Company,
transfer amounts from one Investment Account to another, subject to the transfer
restrictions described in Section 3.3.
For transfers among the Separate Account Divisions, the number of Accumulation
Units to be applied or deducted will be adjusted to reflect the respective value
of the Accumulation Units in each of the Divisions on the date the transfer is
effective.
For transfers from the Guaranteed Interest Fund, amounts closest to expiration
of an interest rate guarantee will be removed first. In the event that two
amounts are equally close to expiration, the one which was applied to the
Guaranteed Interest Fund earlier will be removed first.
Any transfers of Class A Accumulation Value purchase Class A Accumulation Units
or are applied to the Class A Guaranteed Interest Fund. Any transfers of Class B
Accumulation Value purchase Class B Accumulation Units or are applied to the
Class B Guaranteed Interest Fund.
A Transfer Fee may be deducted from the amount transferred. The maximum amount
of the Transfer Fee is shown on page 4. The minimum amount which may be
transferred is the lesser of $100 or the entire Accumulation Value of the
Investment Account from which the transfer is being made.
4.5 WITHDRAWALS AND FULL SURRENDER
Before the Maturity Date the Owner may, on request satisfactory to the Company,
withdraw all or a portion of the Accumulation Value of the contract. The Company
may require that the Minimum Accumulation Value shown on page 4 remain after a
partial withdrawal. Withdrawal of the entire value of the contract constitutes a
full surrender, and receipt of the contract at the Home Office will terminate
this contract. Receipt of the contract may be waived by the Company.
The cash value of the amount withdrawn will be the Accumulation Value withdrawn
determined as of the date the withdrawal is effective, less any applicable
Withdrawal Charge. The Withdrawal Charge is described in Section 7.4
The term "withdrawal amounts" as used in this contract includes amounts paid as
full surrenders and withdrawals of a portion of the Accumulation Value of the
contract.
<PAGE> 16
Withdrawals from the Guaranteed Interest Fund will be withdrawn in accordance
with the Order of Withdrawal provisions of Section 7.4. Subject to that order of
withdrawal, the first amounts withdrawn from the Class A Guaranteed Interest
Fund or the Class B Guaranteed Interest Fund, whichever are applicable, will be
those amounts closest to the expiration of an interest rate guarantee. In the
event two amounts are equally close to expiration, the one which was applied to
the Guaranteed Interest Fund earlier will be removed first.
4.6 EFFECTIVE DATE
The effective date of a Purchase Payment, transfer, or withdrawal is the
Valuation Date on which the Purchase Payment or the request for transfer or
withdrawal is received at the Home Office. However, the Purchase Payment,
transfer, or withdrawal will be effective on the following Valuation Date if the
Purchase Payment, request for transfer or withdrawal is received at the Home
Office either:
o on a Valuation Date after the close of trading on the New York Stock
Exchange; or
o on a day on which the New York Stock Exchange is closed.
SECTION 5. BENEFITS
5.1 MATURITY BENEFIT
MATURITY OPTIONS. If the Annuitant is living on the Maturity Date shown on page
3, and that Maturity Date is earlier than the contract anniversary nearest the
Annuitant's 90th birthday, the Owner may elect between the following maturity
options:
o payment of a monthly income under a payment plan chosen by the Owner; or
o deferral of the maturity benefit and continuation of this contract to
the Optional Maturity Date. The contract will continue under this option
if a written election for this purpose is received by the Company or if
on the Maturity Date shown on page 3, the Owner has not chosen a payment
plan.
If the Annuitant is living on the Maturity Date and that Maturity Date is on or
after the contract anniversary nearest the Annuitant's 90th birthday, the
Company will pay a monthly income under a payment form chosen by the Owner.
PAYMENT OF MATURITY BENEFIT. The amount of the monthly income paid as the
maturity benefit will depend on the payment plan chosen (see Section 11) and the
maturity value. The maturity value of this contract will be the Accumulation
Value of the contract on the effective date of the maturity benefit, less any
applicable Withdrawal Charge (see Section 7.4). The maturity benefit will be
effective on the Maturity Date. However, if the New York Stock Exchange is
closed on the Maturity Date, the effective date will be the Valuation Date next
preceding the Maturity Date.
If no payment form is chosen at the time a monthly income becomes payable,
payments will be made under the variable payment form of Life Income Plan
(Option C), with installments certain for ten years, as described in Section
11.1.
<PAGE> 17
OPTIONAL MATURITY DATE. The Optional Maturity Date is the contract anniversary
nearest the Annuitant's 90th birthday. If the contract is continued to the
Optional Maturity Date, all contract rights of the Owner will continue in effect
to the Optional Maturity Date. The Optional Maturity Date will become the
Maturity Date for all other purposes of this contract.
5.2 DEATH BENEFIT IF ANNUITANT IS AN OWNER
If the Annuitant is an Owner, the beneficiary becomes entitled to the Death
Benefit upon receipt at the Home Office of satisfactory proof of the death of
the Annuitant before the Maturity Date. The Death Benefit will be the
Accumulation Value of the contract determined on the effective date. The
effective date is the date on which proof of death is received at the Home
Office. However, the effective date will be the next following Valuation Date if
the proof of death is received at the Home Office either:
o on a Valuation Date after the close of trading on the New York Stock
Exchange; or
o on a day on which the New York Stock Exchange is closed.
If the beneficiary becomes entitled to the Death Benefit due to the death of the
Primary Annuitant prior to the Primary Annuitant's 75th birthday, the Death
Benefit will not be less than:
o total Net Purchase Payments paid under the contract; less
o any amounts withdrawn under Section 4.5.
As of the effective date, the Accumulation Value of the contract will be set at
an amount equal to the Death Benefit. Unless a payment plan was elected by the
Owner, the beneficiary automatically becomes the Owner and Annuitant of the
contract. However, if the beneficiary is not a natural person and no payment
plan was elected by the Owner, the beneficiary may select a natural person to be
the Annuitant. If a natural person is not selected to be the Annuitant within 60
days of the date on which proof of death of the Annuitant is received at the
Home Office, the Accumulation Value will be distributed to the beneficiary.
If a beneficiary becomes entitled to the Death Benefit in an amount less than
the Minimum Accumulation Value shown on page 4, the Accumulation Value will be
distributed to the beneficiary.
The cash value of any amount distributed will be the Accumulation Value
withdrawn as of the date of withdrawal as determined in Section 4.6.
5.3 DEATH BENEFIT IF ANNUITANT IS NOT AN OWNER
If the Annuitant is not an Owner, upon the death of the Annuitant the contract
continues with the Contingent Annuitant (Section 6.5) as the new Annuitant. The
Death Benefit will be the Accumulation Value of the contract determined on the
effective date. The effective date is the date on which proof of death is
received at the Home Office. However, the effective date will be the next
following Valuation Date if the proof of death is received at the Home Office
either:
o on a Valuation Date after the close of trading on the New York Stock
Exchange; or
o on a day on which the New York Stock Exchange is closed.
<PAGE> 18
If the Primary Annuitant dies prior to the Primary Annuitant's 75th birthday,
the Death Benefit will not be less than:
o total Net Purchase Payments paid under the contract; less
o any amounts withdrawn under Section 4.5.
As of the effective date the Accumulation Value of the contract will be set at
an amount equal to the Death Benefit.
SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS
6.1 NAMING AND CHANGING OF BENEFICIARIES
FOR MATURITY BENEFITS OR WITHDRAWALS BY OWNER. The Owner may name and change the
beneficiaries of maturity benefits or withdrawal amounts before the Maturity
Date. If no beneficiary is named by the Owner, the Owner will be the direct
beneficiary.
FOR DEATH BENEFITS BY OWNER. The Owner may name and change the beneficiaries of
the Death Benefits while the Annuitant is living. If no such beneficiary is
named by the Owner, the Owner or the Owner's estate will be the direct
beneficiary.
FOR MATURITY OR DEATH BENEFITS OR WITHDRAWAL AMOUNTS BY SPOUSE (MARITAL
DEDUCTION PROVISION).
o POWER TO APPOINT. The spouse of the Annuitant will have the power alone
and in all events to appoint all amounts payable to the spouse under
the contract if:
a. just before the Annuitant's death, the Annuitant was the Owner; and
b. the spouse is a direct beneficiary; and
c. the spouse survives the Annuitant.
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 person.
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 6 or 10 of this
contract to be of no effect.
EFFECTIVE DATE. A naming or changing of a beneficiary will be effective 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 contract
be sent to it to be endorsed to show the naming or change.
<PAGE> 19
6.2 SUCCESSION IN INTEREST OF BENEFICIARIES
The rights and benefits that a beneficiary becomes entitled to under the
contract are shared equally among all surviving direct beneficiaries, if any,
otherwise equally among all surviving contingent beneficiaries, if any,
otherwise to the Owner or the Owner's Estate.
6.3 TRUSTEE AS BENEFICIARY
If a trustee is named as a beneficiary and no qualified trustee makes claim to
the proceeds, or to the present value of any unpaid payments under a payment
plan, within one year after payment becomes due to the trustee, or if
satisfactory evidence is furnished to the Company within that year showing that
no trustee can qualify to receive payment, payment will be made as though the
trustee had not been named.
The Company will be fully discharged of liability for any action taken by the
trustee and for all amounts paid to, or at the direction of, the trustee and
will have no obligation as to the use of the amounts. In all dealings with the
trustee the Company will be fully protected against the claims of every other
person. The Company will not be charged with notice of a change of trustee
unless written evidence of the change is received at the Home Office.
6.4 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
contract will be subject to the claims of creditors of a beneficiary.
6.5 NAMING AND CHANGING A CONTINGENT ANNUITANT
The Owner may name and change a Contingent Annuitant while the Annuitant is
living.
If the Annuitant was not the Owner immediately prior to the Annuitant's death,
the Owner may name and change a Contingent Annuitant during the first 60 days
after the date on which proof of death of the Annuitant is received at the Home
Office. A change made during this 60 days cannot be revoked. If no one is named
as Contingent Annuitant by the end of the 60 day time period, the Company will
pay the Accumulation Value to the Owner. The cash value of any amount
distributed will be the Accumulation Value withdrawn as of the date of
withdrawal as determined in Section 4.6.
A naming or changing of a Contingent Annuitant will be effective on receipt at
the Home Office of a written request that is acceptable to the Company.
SECTION 7. CHARGES, FEES AND CONVERSION
7.1 PREMIUM TAXES
The Company may deduct Premium Taxes incurred from Purchase Payments received.
<PAGE> 20
7.2 CONTRACT FEE
On each contract anniversary prior to the Maturity Date, a Contract Fee will be
charged for administrative expenses. The amount of the Contract Fee is shown on
page 4. The Contract Fee will be deducted from the Investment Accounts in
proportion to the Accumulation Value of the Investment Accounts.
The Contract Fee deducted from the Guaranteed Interest Fund will not exceed the
sum of:
o 10% of the gross purchase payments applied to the Guaranteed Interest
Fund during the contract year; and
o interest in excess of an annual effective interest rate of 3% credited
to the Guaranteed Interest Fund during the contract year.
The effective date of the Contract Fee will be the contract anniversary.
However, if the New York Stock Exchange is closed on the contract anniversary,
the effective date will be the next following Valuation Date.
7.3 CONVERSION OF INVESTMENT ACCOUNTS
On a policy anniversary some Class B Accumulation Units may convert to Class A
Accumulation Units and a portion of the Class B Guaranteed Interest Fund may
convert to the Class A Guaranteed Interest Fund. The amounts that will be
converted are dependent on the conversion of Net Purchase Payments.
On a policy anniversary, a Net Purchase Payment converts if:
o the total Accumulation Value of the contract exceeds $25,000,
o the Net Purchase Payment has not previously converted; and
o the Net Purchase Payment is in the zero Withdrawal Charge category.
If a Net Purchase Payment converts, a conversion percentage is calculated. The
conversion percentage equals the greater of:
o the Net Purchase Payments converting divided by all Net Purchase Payments
not already converted; and
o the Net Purchase Payments converting divided by the value of all Class B
Accumulation Units and the Class B Guaranteed Interest Fund, but in no event
more than 100%.
A percentage of Class B Accumulation Units in each Division(s), equal to the
conversion percentage, will convert to Class A Accumulation Units in the same
Division(s). The number of Accumulation Units will be adjusted to reflect the
respective value of the Accumulation Units on the date of the conversion.
A percentage of the Class B Guaranteed Interest Fund, equal to the conversion
percentage, will convert to the Class A Guaranteed Interest Fund beginning with
the amounts closest to expiration of an interest rate declaration period. For
the remainder of the declared interest rate period, such amounts will be
credited with interest at the rates applicable to amounts in the Class A
Guaranteed Interest Fund as of the date the interest rate was declared.
<PAGE> 21
7.4 WITHDRAWAL CHARGE
CONDITIONS. Maturity benefits and withdrawals are subject to a Withdrawal Charge
described on page 4. There is no Withdrawal Charge on benefits that are paid
under a variable Installment Income or variable Life Income Payment Plan.
However, the withdrawal of the present value of any unpaid installments under a
variable Installment Income Plan (Option B) will be subject to a withdrawal
charge if the withdrawal is made less than five years after the date that the
payment plan takes effect.
CALCULATIONS. The amount of the Withdrawal Charge on the contract is equal to
the sum of the Withdrawal Charges on all Net Purchase Payments. The Withdrawal
Charge on a Net Purchase Payment is equal to the Withdrawal Charge percentage on
the date the Withdrawal Charge is determined, multiplied by the amount of the
Net Purchase Payment. The Withdrawal Charge percentages are shown on page 4. The
excess of the Accumulation Value of the contract over the total of Net Purchase
Payments paid is not subject to a Withdrawal Charge.
Withdrawal Charges are determined:
o for maturity benefits, as of the Maturity Date.
o for withdrawals under Section 4.5, as of the effective date of the
withdrawal.
o for withdrawals from payment plans, as of the effective date of the
withdrawal.
WITHDRAWAL CHARGE FREE AMOUNT. If the Accumulation Value of the contract is at
least $10,000 on the most recent contract anniversary preceding a withdrawal
under Section 4.5, then the amount withdrawn will be taken first from the
withdrawal charge free amount. For each Contract Year, the amount eligible for
the Withdrawal Charge Free Amount is 10% of the Class B Accumulation Value of
the contract on the most recent contract anniversary preceding the withdrawal.
ORDER OF WITHDRAWAL. A withdrawal will be taken from the contract in the
following order:
o first, from the Withdrawal Charge Free Amount, if any;
o next, from the Class A Accumulation Value of the contract;
o next, from the Net Purchase Payments which have not been converted under
Section 7.3, in the order that produces the lowest Withdrawal Charge;
and
o last, from any remaining Accumulation Value of the contract.
SECTION 8. OWNERSHIP
8.1 THE OWNER
The Owner is named on page 3. All contract rights may be exercised by the Owner,
the Owner's successor, or the Owner's transferee without the consent of any
beneficiary.
If the contract has more than one Owner, contract rights may be exercised only
by authorization of all Owners. Upon the death of an Owner, ownership rights of
all Owners terminate if the deceased Owner was the Annuitant.
<PAGE> 22
8.2 TRANSFER OF OWNERSHIP
The Owner may transfer the ownership of this contract. 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 it was signed. The Company may require that
the contract be sent to it for endorsement to show the transfer. The Company
will not be responsible to a transferee Owner for any payment or other action
taken by the Company before receipt of the proof of transfer at its Home Office.
8.3 NAMING AND CHANGING A SUCCESSOR OWNER
An Owner may name and change a Successor Owner. Naming or changing a Successor
Owner will be effective on receipt at the Home Office of a written request for
such change that is acceptable to the Company. A Successor Owner succeeds to the
interests of an Owner only if the Owner was not the Annuitant at the time of the
Owner's death.
8.4 COLLATERAL ASSIGNMENT
The Owner may assign this contract as collateral security. The Company is not
responsible for the validity or effect of a 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.
A collateral assignee is not an Owner. A collateral assignment is not a transfer
of ownership. Ownership can be transferred only by complying with Section 8.2.
8.5 REPORTS TO OWNERS
At least once each Contract Year, the Company will send to the Owner or
beneficiary a statement of the Accumulation Values of the Investment Accounts,
the number of units credited to the contract, the dollar value of a unit as of a
date not more than two months previous to the date of mailing, and a statement
of the investments held by the Separate Account.
8.6 TRANSFERABILITY RESTRICTIONS
Notwithstanding any other provisions of this contract, the Owner may not:
o change the ownership of the contract; or
o sell the contract, or assign or pledge the contract as collateral for a loan
or as security for the performance of an obligation or for any other
purpose, to any person other than the Company.
<PAGE> 23
These restrictions will not apply if the Owner is:
o the trustee of an employee trust that is qualified under the Internal
Revenue Code; or
o the custodian of a custodial account treated as an employee trust that is
qualified under the Internal Revenue Code.
The restrictions do not preclude the employer under a nontrusteed plan from
transferring ownership of this contract to the Annuitant or to the employer or
trustee under another plan or trust when required by the plan.
SECTION 9. THE CONTRACT
9.1 GUARANTEES
The Company guarantees that mortality and expense results will not adversely
affect the amount of variable payments.
9.2 VALUATION OF SEPARATE ACCOUNT ASSETS
The value of the shares of each Portfolio held in the Separate Account on each
Valuation Date will be the redemption value of the shares on that date. If the
right to redeem shares of a Portfolio has been suspended, or payment of the
redemption value has been postponed, the shares held in the Separate Account
(and Annuity Units) may be valued at fair value as determined in good faith by
the Board of Trustees of the Company for the sole purpose of computing annuity
payments.
9.3 DETERMINATION OF SEPARATE ACCOUNT VALUES
The method of determination by the Company of the Net Investment Factor, and the
number and value of Accumulation Units and Annuity Units, will be conclusive
upon the Owner, any assignee, the Annuitant, and any beneficiary.
9.4 DEFERMENT OF BENEFIT PAYMENTS
SEPARATE ACCOUNT DIVISIONS. The Company reserves the right to defer
determination of the contract values of the Separate Account portion of this
contract, or the payment of benefits under a variable payment plan, until after
the end of any period during which the right to redeem shares of a Portfolio is
suspended, or payment of the redemption value is postponed. Any deferment would
be in accordance with the provisions of the Investment Company Act of 1940 by
reason of closing of, or restriction of trading on, the New York Stock Exchange,
or other emergency, or as otherwise permitted by the Act. In addition, the
Company reserves the right to defer payment of contract values until seven days
after the end of any deferment in the determination of contract values.
GUARANTEED INTEREST FUND. The Company may defer paying contract values of the
Guaranteed Interest Fund for up to six months from the effective date of the
withdrawal or full surrender. If payment is deferred for 30 days or more,
interest will be paid on the withdrawal amounts at an annual effective rate of
3% from the effective date of the withdrawal or surrender to the date of the
payment.
<PAGE> 24
9.5 DIVIDENDS
This contract will share in the divisible surplus of the Company, except while
payments are being made under a variable payment plan. This surplus will be
determined each year, and the dividend, if any, will be credited on the contract
anniversary. Any dividend credited prior to the Maturity Date will be applied on
the effective date as a Net Purchase Payment unless the Owner elects to have the
dividend paid in cash. The effective date of the dividend will be the contract
anniversary. However, if the New York Stock Exchange is closed on the contract
anniversary, the effective date will be the next following Valuation Date.
Since this policy is not expected to contribute to divisible surplus, it is not
expected that any dividends will be paid.
9.6 INCONTESTABILITY
The Company will not contest this contract after it has been in force during the
lifetime of the Annuitant for two years from the Issue Date. This Issue Date is
shown on page 3.
9.7 MISSTATEMENTS
If the age or sex of the Annuitant has been misstated, the amount payable will
be the amount which the Purchase Payments paid would have purchased at the
correct age and sex. If any amounts have been overpaid by the Company due to a
misstatement of age or sex, the amount of the overpayment may be deducted from
payments to be made by the Company. If any amounts have been underpaid by the
Company due to a misstatement of age or sex, the amount of the underpayment will
be paid.
9.8 ENTIRE CONTRACT; CHANGES
This contract with any amendments and additional benefits and the attached
application is the entire contract. Statements in the application are
representations and not warranties. A change in the contract is valid only if it
is approved by an officer of the Company. The Company may require that the
contract be sent to it for endorsement to show a change. No agent has the
authority to change the contract or to waive any of its terms.
All payments by the Company under this contract are payable at its Home Office.
Assets of the Separate Account are owned by the Company and the Company is not a
trustee with respect thereto. The company may from time to time adjust the
amount of assets contained in the Separate Account, by periodic withdrawals or
additions, to reflect the contract deductions and the Company's reserves for
this and other similar contracts.
This contract is subject to the laws of the state in which it is delivered. All
benefits are at least as great as those required by that state.
<PAGE> 25
9.9 TERMINATION OF CONTRACT
The Company may terminate the contract and pay the Owner the Accumulation Value
of the contract and be released of any further obligation if:
o prior to the Maturity Date no Purchase Payments have been received
under the contract for a period of two full years and each of the
following is less than the Minimum Accumulation Value shown on page 4:
a. the Accumulation Value of the contract; and
b. total Purchase Payments paid under the contract, less any
amounts withdrawn under Section 4.5; or
o on the Maturity Date the Accumulation Value of the contract is less
than the Minimum Accumulation Value shown on page 4 or would provide an
initial monthly income which is less than the minimum payment amount
shown on page 4.
SECTION 10. PAYMENT OF CONTRACT BENEFITS
10.1 PAYMENT OF BENEFITS
All or part of the contract benefits may be paid under one or more of the
following:
o a variable payment plan;
o a fixed payment plan; or
o in cash.
The provisions and rates for variable and fixed payment plans are described in
Section 11. Contract benefits may not be placed under a payment plan unless the
plan would provide to each beneficiary an initial monthly income of at least the
minimum payment amount shown on page 4. A Withdrawal Charge will be deducted
from contract benefits before their payment under certain conditions described
in Section 7.4.
10.2 DEATH BENEFIT
A beneficiary entitled to the Death Benefit upon the death of an Annuitant may
elect to receive the Accumulation Value under a payment plan or in cash provided
no payment plan was elected by the Owner. The cash value of any amount
distributed will be the Accumulation Value withdrawn as of the date of
withdrawal as determined in Section 4.6.
<PAGE> 26
10.3 EFFECTIVE DATE FOR PAYMENT PLAN
A payment plan that is elected for maturity benefits will take effect on the
Maturity Date.
If the Annuitant is an Owner, a payment plan that is elected by the Owner for
the Death Benefit will take effect on the date proof of death of the Annuitant
is received at the Home Office.
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.
10.4 PAYMENT PLAN ELECTIONS
FOR DEATH BENEFITS BY OWNER. The Owner may elect payment plans for death
benefits while the Annuitant is living.
FOR MATURITY BENEFITS OR WITHDRAWAL AMOUNTS. The Owner may elect payment plans
for maturity benefits or withdrawal amounts.
TRANSFER BETWEEN PAYMENT PLANS. A beneficiary who is receiving payment under a
payment plan which includes the right to withdraw may transfer the amount
withdrawable to any other payment plan that is available.
SECTION 11. PAYMENT PLANS
11.1 DESCRIPTION OF PAYMENT PLANS
INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B)
The Company will make monthly installment income payments providing for payment
of benefits over a specified period of 10 to 30 years during the first five
contract years and over a specified period of 5 to 30 years beginning with the
sixth contract year.
<PAGE> 27
LIFE INCOME PLANS
o SINGLE LIFE INCOME (OPTION C). The Company will make monthly payments
for the selected certain period, if any, and thereafter during the
remaining lifetime of the individual upon whose life income payments
depend. The selections available are: (a) no certain period; or (b) a
certain period of 10 or 20 years.
o JOINT AND SURVIVOR LIFE INCOME (OPTION E). The Company will make monthly
payments for a 10-year certain period and thereafter during the joint
lifetime of the two individuals upon whose lives income payments depend
and continuing during the remaining lifetime of the survivor.
o OTHER SELECTIONS. The Company may offer other selections under the Life
Income Plans.
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 Annuitant or, after the
death of the Annuitant, on the life of the Annuitant's spouse or
dependent.
These payment plans are available on either a fixed or variable basis. Under a
fixed payment plan the payment remains level. Under a variable payment plan the
payment will increase or decrease as described in Section 11.4.
11.2 ALLOCATION OF BENEFITS
Upon election of a variable payment plan, the Owner or direct or contingent
beneficiary may select the allocation of variable benefits among the Divisions.
If no selection is made, the allocation of benefits will be as follows:
o for amounts in the Separate Account Divisions, benefits will be
allocated in proportion to the Accumulation Value of each Division on
the effective date of the variable payment plan; and
o for amounts in the Guaranteed Interest Fund, benefits will be allocated
100% to the Money Market Division.
11.3 ANNUITY UNITS UNDER VARIABLE PAYMENT PLANS
The interest of this contract in the Separate Account after the effective date
of a variable payment plan is represented by Annuity Units. There may be Class A
Annuity Units and Class B Annuity Units. The Mortality and Expense Risk Charge
used to calculate the Net Investment Factor for each class is shown on page 4.
The dollar value of Annuity Units for each Division will increase or decrease to
reflect the investment experience of the Division. The value of an Annuity Unit
on any Valuation Date is the product of:
o the Annuity Unit value on the immediately preceding Valuation Date;
o the Net Investment Factor for the period from the immediately preceding
Valuation Date up to and including the current Valuation Date (the
current period); and
o the Daily Adjustment Factor of .99990575 raised to a power equal to the
number of days in the current period to reflect the Assumed Investment
Rate of 3 1/2% used in calculating the monthly payment rate.
11.4 PAYMENTS UNDER VARIABLE PAYMENT PLANS
FIRST PAYMENT. The first payment under a variable payment plan will be due as of
the effective date of the payment plan.
<PAGE> 28
The amount of the first payment is the sum of payments from each Division, each
determined by multiplying the benefits allocated to the Division under the
variable payment plan by the applicable monthly variable payment rate per $1,000
of benefits.
NUMBER OF ANNUITY UNITS. The number of Annuity Units in each Division under a
variable payment plan is determined by dividing the amount of the first payment
payable from the Division by the Annuity Unit value for the Division at the
close of business on the effective date of the variable payment plan. Class A
Accumulation Value purchases Class A Annuity Units and Class B Accumulation
Value purchases Class B Annuity Units. The number of Annuity Units will not be
changed by any subsequent change in the dollar value of Annuity Units.
SUBSEQUENT VARIABLE PAYMENTS. The amount of each subsequent payment from each
Division under a variable payment plan will increase or decrease in accord with
the increase or decrease in the value of an Annuity Unit which reflects the
investment experience of that Division of the Separate Account.
The amount of subsequent variable payments is the sum of payments from each
Division, each determined by multiplying the fixed number of Annuity Units for
the Division by the value of an Annuity Unit for the Division on:
o the fifth Valuation Date prior to the payment due date if the payment
due date is a Valuation Date; or
o the sixth Valuation Date prior to the payment due date if the payment
due date is not a Valuation Date.
11.5 TRANSFERS INVOLVING VARIABLE PAYMENT PLANS
A beneficiary receiving payments under a variable payment plan may transfer
Annuity Units from one Division to another. Any transfers of Class A Annuity
Units purchase Class A Annuity Units. Any transfers of Class B Annuity Units
purchase Class B Annuity Units. The number of Annuity Units in each Division
will be adjusted to reflect the respective value of the Annuity Units in the
Divisions on the date the transfer is effective.
A Transfer Fee may be deducted from the amount transferred. The amount of the
Transfer Fee is shown on page 4. Transfers from the Money Market Division may be
made at any time. No transfer from the other Divisions may be made within 90
days of the effective date of a variable payment plan or within 90 days from the
effective date of the last transfer.
A beneficiary receiving payments under a variable payment plan may transfer from
an Installment Income Plan (Option B) to either form of the Life Income Plan
(Option C or E). Other transfers may be permitted subject to conditions set by
the Company.
<PAGE> 29
A transfer will be effective on the Valuation Date on which a satisfactory
transfer request is received in the Home Office, or a later date if requested.
However, the transfer will be effective on the following Valuation Date if the
request is received at the Home Office either:
o on a Valuation Date after the close of trading on the New York Stock
Exchange; or
o on a day on which the New York Stock Exchange is closed.
11.6 WITHDRAWAL UNDER PAYMENT PLANS
Withdrawal of the present value of any unpaid income payments may be elected at
any time by the beneficiary, except that withdrawal may not be elected under a
Life Income Plan (Option C or E) until the death of all individuals upon whose
lives income payments depend.
The withdrawal value under the Installment Income Plan (Option B) will be the
present value of any unpaid payments, less any applicable Withdrawal Charge
under Section 7.4. The withdrawal value under a Life Income Plan (Option C or E)
will be the present value of any unpaid payments for the certain period with no
Withdrawal Charge.
For a fixed payment plan, the present value of any unpaid income payments will
be based on the rate of interest used to determine the amount of the payments.
For a variable payment plan, the present value of any unpaid income payments
will be based on interest at the Assumed Investment Rate used in calculating the
amount of the variable payments. The amount of variable payments used in
calculating the present value of unpaid payments will be determined by
multiplying the number of Annuity Units by the value of an Annuity Unit on the
effective date of withdrawal.
A withdrawal will be effective on the Valuation Date on which the request is
received in the Home Office. However, the withdrawal will be effective on the
following Valuation Date if the request is received at the Home Office either:
o on a Valuation Date after the close of trading on the New York Stock
Exchange; or
o on a day on which the New York Stock Exchange is closed.
11.7 NAMING AND CHANGING OF BENEFICIARIES UNDER PAYMENT PLANS
FOR PAYMENT PLANS ELECTED BY OWNER. If the Owner of the contract elected a
payment plan, a direct beneficiary may name and change the contingent
beneficiaries and further payees of the direct beneficiary's share of the
benefits only if:
o the direct beneficiary was the Owner of the contract; or
o no contingent beneficiary or further payee of that share is living.
FOR PAYMENT PLANS ELECTED BY DIRECT BENEFICIARY. If the direct beneficiary
elected the payment plan, the direct beneficiary may name and change the
contingent beneficiaries and further payees of the direct beneficiary's share of
the benefits.
<PAGE> 30
11.8 SUCCESSION IN INTEREST OF BENEFICIARIES UNDER PAYMENT PLANS
DIRECT BENEFICIARY. Amounts payable under a payment plan will be payable to the
direct beneficiary.
CONTINGENT BENEFICIARIES. At the death of the direct beneficiary, 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 direct and contingent beneficiaries, 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 beneficiaries.
11.9 PAYMENT PLAN RATES
PAYMENT RATE TABLES. The guaranteed monthly payment rates for both a fixed
payment plan and the first payment under a variable payment plan are shown in
the Payment Rate Tables. The tables show rates for the Installment Income Plan
for a Specified Period (Option B) and Life Income Plans (Options C and E). Life
Income Plan (Option C or E) rates are based on the sex and adjusted age of any
individual upon whose life payments depend. 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 Contract Years that
have elapsed from the Issue Date to the date that the payment plan takes
effect. A part of a Contract Year is counted as a full year.
<TABLE>
<CAPTION>
CONTRACT YEARS AGE CONTRACT YEARS
ELAPSED ADJUSTMENT ELAPSED AGE ADJUSTMENT
<S> <C> <C> <C> <C>
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
</TABLE>
CURRENT FIXED PAYMENT PLAN RATES
o INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B). The Company may
offer fixed payment plan rates higher than those guaranteed in this
contract with conditions on withdrawal.
o LIFE INCOME PLANS (OPTION C OR E). Payments will be based on rates
declared by the Company that will not be less than the rates guaranteed
in this contract. The declared 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.
ALTERNATE VARIABLE RATE BASIS. The Company may from time to time publish higher
initial rates for variable payment plans under this contract. These higher rates
will not be available to increase payments under payment plans already in
effect.
<PAGE> 31
When a variable payment plan is effective on an alternate rate basis, the Daily
Adjustment Factor described in Section 11.3 will be determined based on the
Assumed Investment Rate used in calculating the alternate payment rate.
<PAGE> 32
PAYMENT RATE TABLES
MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS
FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN
<TABLE>
<CAPTION>
INSTALLMENT INCOME PLANS (OPTION B)
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY
(YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Years 1-4 11 $ 9.09 21 $ 5.56
Not Available 12 8.46 22 5.39
13 7.94 23 5.24
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
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
</TABLE>
GUARANTEED FIXED PAYMENT PLANS
<TABLE>
<CAPTION>
INSTALLMENT INCOME PLANS (OPTION B)
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY
(YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Years 1-4 11 $ 8.42 21 $ 4.85
Not Available 12 7.80 22 4.67
13 7.26 23 4.51
14 6.81 24 4.36
5 17.49 15 6.42 25 4.22
6 14.72 16 6.07 26 4.10
7 12.74 17 5.77 27 3.98
8 11.25 18 5.50 28 3.87
9 10.10 19 5.26 29 3.77
10 9.18 20 5.04 30 3.68
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
</TABLE>
<PAGE> 33
PAYMENT RATE TABLES
MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS
GUARANTEED FIXED PAYMENT OR FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN
LIFE INCOME PLAN (OPTION C)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
SINGLE LIFE MONTHLY PAYMENTS
----------------------------------------------------------------------------------
CHOSEN PERIOD (YEARS)
ADJUSTED -------------------- ------------------- --------------------
AGE* ZERO 10 20
-------------------- ------------------- -------------------- --------------------
<S> <C> <C> <C>
55 $ 4.11 $ 4.09 $ 4.01
56 4.18 4.15 4.07
57 4.25 4.22 4.13
58 4.33 4.29 4.18
59 4.40 4.36 4.24
60 4.49 4.45 4.30
61 4.58 4.53 4.37
62 4.68 4.61 4.43
63 4.77 4.71 4.50
64 4.89 4.81 4.57
65 5.01 4.92 4.64
66 5.13 5.03 4.72
67 5.26 5.15 4.78
68 5.41 5.27 4.85
69 5.57 5.40 4.93
70 5.74 5.55 5.00
71 5.92 5.69 5.07
72 6.12 5.84 5.13
73 6.33 6.00 5.20
74 6.55 6.17 5.26
75 6.79 6.35 5.32
76 7.06 6.53 5.37
77 7.34 6.72 5.41
78 7.65 6.90 5.46
79 7.98 7.10 5.50
80 8.34 7.30 5.53
81 8.73 7.49 5.56
82 9.15 7.68 5.59
83 9.60 7.88 5.61
84 10.09 8.07 5.62
85 and over 10.61 8.24 5.63
-------------------- -------------------- ------------------- --------------------
</TABLE>
LIFE INCOME PLAN (OPTION E)
<TABLE>
<CAPTION>
- ------------------ ----------------------------------------------------------------------------------------------
JOINT AND SURVIVOR MONTHLY PAYMENTS (with 10 years certain)
- ------------------ ----------------------------------------------------------------------------------------------
YOUNGER LIFE ADJUSTED AGE*
OLDER LIFE ------------ ------------- ------------ ------------ ------------- ------------ --------------
ADJUSTED AGE* 55 60 65 70 75 80 85 and over
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 $ 3.75
60 3.83 $ 4.02
65 3.90 4.13 $ 4.39
70 3.94 4.22 4.54 $ 4.89
75 3.98 4.28 4.65 5.10 $ 5.59
80 4.00 4.32 4.73 5.24 5.86 $ 6.51
85 and over 4.01 4.34 4.77 5.34 6.04 6.84 $ 7.58
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
</TABLE>
*See Section 11.7
The amount of the payment for any other combination of ages will be furnished by
the Company on request. The maximum initial monthly income per $1,000 will be
$7.75.
Monthly payment rates are based on an Assumed Investment Rate of 3 1/2% and the
1983 Table a with Projection Scale G.
<PAGE> 34
IT IS RECOMMENDED THAT YOU...
read your contract.
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 contract for another contract 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.
FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT A
AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS
PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE
VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF
THE SEPARATE ACCOUNT.
<PAGE> 35
Exhibit B(4)(b)
PAYMENT RATE TABLES
MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS
GUARANTEED FIXED PAYMENT OR FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN
LIFE INCOME PLAN (OPTION C)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
SINGLE LIFE MONTHLY PAYMENTS
- ----------------------------------------------------------------------------------------------------------------------
CHOSEN PERIOD (YEARS) CHOSEN PERIOD (YEARS)
MALE ADJUSTED ------------------------------------------- FEMALE -------------------------------------------
AGE* ZERO 10 20 ADJUSTED AGE* ZERO 10 20
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 $ 4.41 $ 4.36 $ 4.23 55 $ 4.04 $ 4.02 $ 3.96
56 4.49 4.44 4.29 56 4.10 4.08 4.01
57 4.58 4.52 4.35 57 4.17 4.14 4.07
58 4.67 4.60 4.41 58 4.24 4.21 4.12
59 4.77 4.69 4.47 59 4.31 4.28 4.18
60 4.87 4.79 4.54 60 4.39 4.36 4.24
61 4.98 4.89 4.60 61 4.48 4.44 4.31
62 5.10 4.99 4.67 62 4.57 4.52 4.37
63 5.23 5.11 4.74 63 4.66 4.61 4.44
64 5.36 5.22 4.81 64 4.77 4.71 4.51
65 5.51 5.35 4.87 65 4.88 4.81 4.58
66 5.67 5.47 4.94 66 5.00 4.92 4.66
67 5.84 5.61 5.00 67 5.12 5.03 4.73
68 6.02 5.75 5.07 68 5.26 5.15 4.80
69 6.21 5.89 5.13 69 5.41 5.28 4.88
70 6.41 6.05 5.19 70 5.57 5.42 4.95
71 6.63 6.20 5.25 71 5.74 5.56 5.02
72 6.86 6.36 5.30 72 5.93 5.71 5.09
73 7.11 6.53 5.35 73 6.13 5.87 5.16
74 7.37 6.70 5.39 74 6.34 6.04 5.23
75 7.65 6.87 5.44 75 6.58 6.22 5.29
76 7.96 7.05 5.47 76 6.83 6.40 5.34
77 8.28 7.23 5.51 77 7.11 6.59 5.39
78 8.63 7.40 5.54 78 7.40 6.78 5.44
79 9.01 7.58 5.56 79 7.72 6.98 5.48
80 9.41 7.76 5.59 80 8.07 7.18 5.52
81 9.84 7.93 5.61 81 8.45 7.38 5.55
82 10.30 8.10 5.62 82 8.86 7.58 5.58
83 10.79 8.27 5.63 83 9.30 7.78 5.60
84 11.31 8.42 5.64 84 9.78 7.98 5.62
85 and over 11.87 8.57 5.65 85 and over 10.30 8.16 5.63
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
</TABLE>
LIFE INCOME PLAN (OPTION E)
<TABLE>
<CAPTION>
- ------------------ ----------------------------------------------------------------------------------------------
JOINT AND SURVIVOR MONTHLY PAYMENTS (with 10 years certain)
- ------------------ ----------------------------------------------------------------------------------------------
FEMALE ADJUSTED AGE*
MALE ----------------------------------------------------------------------------------------------
ADJUSTED AGE* 55 60 65 70 75 80 85 and over
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 $ 3.75 $ 3.89 $ 4.02 $ 4.14 $ 4.23 $ 4.29 $4.33
60 3.83 4.02 4.21 4.39 4.54 4.65 4.73
65 3.90 4.13 4.39 4.65 4.89 5.09 5.22
70 3.94 4.22 4.54 4.89 5.26 5.58 5.81
75 3.98 4.28 4.65 5.10 5.59 6.07 6.45
80 4.00 4.32 4.73 5.24 5.86 6.51 7.07
85 and over 4.01 4.34 4.77 5.34 6.04 6.84 7.58
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
</TABLE>
*See Section 11.7
The amount of the payment for any other combination of ages will be furnished by
the Company on request. The maximum initial monthly income per $1,000 will be
$7.75.
Monthly payment rates are based on an Assumed Investment Rate of 3 1/2% and the
1983 Table a with Projection Scale G.
<PAGE> 36
EXHIBIT B(4)(c)
ENHANCED DEATH BENEFIT
AS OF THE ISSUE DATE, THIS AMENDMENT IS MADE PART OF THIS ANNUITY CONTRACT
ISSUED BY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY. IN THE CASE OF A
CONFLICT WITH ANY PROVISIONS IN THE CONTRACT, THE PROVISIONS OF THIS AMENDMENT
WILL CONTROL.
SECTION 5.2 AND SECTION 5.3 ARE AMENDED IN THEIR ENTIRETY TO READ AS FOLLOWS:
SECTION 5.2 DEATH BENEFIT IF PRIMARY ANNUITANT IS AN OWNER
IF THE PRIMARY ANNUITANT IS AN OWNER, THE BENEFICIARY BECOMES ENTITLED TO THE
DEATH BENEFIT UPON RECEIPT AT THE HOME OFFICE OF SATISFACTORY PROOF OF THE DEATH
OF THE PRIMARY ANNUITANT BEFORE THE MATURITY DATE. THE DEATH BENEFIT WILL BE THE
GREATER OF:
o THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR
o THE ENHANCED DEATH BENEFIT.
AS OF THE EFFECTIVE DATE, THE ACCUMULATION VALUE OF THE CONTRACT WILL BE SET AT
AN AMOUNT EQUAL TO THE DEATH BENEFIT. UNLESS A PAYMENT PLAN WAS ELECTED BY THE
OWNER, THE BENEFICIARY BECOMES THE OWNER AND ANNUITANT OF THE CONTRACT. HOWEVER,
IF THE BENEFICIARY IS NOT A NATURAL PERSON AND NO PAYMENT PLAN WAS ELECTED BY
THE OWNER, THE BENEFICIARY MAY SELECT A NATURAL PERSON TO BE THE ANNUITANT. IF A
NATURAL PERSON IS NOT SELECTED TO BE THE ANNUITANT WITHIN 60 DAYS OF THE DATE ON
WHICH PROOF OF DEATH OF THE ANNUITANT IS RECEIVED AT THE HOME OFFICE, THE
ACCUMULATION VALUE WILL BE DISTRIBUTED TO THE BENEFICIARY.
IF A BENEFICIARY BECOMES ENTITLED TO THE DEATH BENEFIT IN AN AMOUNT LESS THAN
THE MINIMUM ACCUMULATION VALUE SHOWN ON PAGE 4, THE ACCUMULATION VALUE WILL BE
DISTRIBUTED TO THE BENEFICIARY.
THE CASH VALUE OF ANY AMOUNT DISTRIBUTED WILL BE THE ACCUMULATION VALUE
WITHDRAWN AS OF THE DATE OF WITHDRAWAL AS DETERMINED IN SECTION 4.6.
ENHANCED DEATH BENEFIT. PRIOR TO THE FIRST CONTRACT ANNIVERSARY, THE ENHANCED
DEATH BENEFIT WILL EQUAL THE TOTAL PURCHASE PAYMENTS PAID UNDER THE CONTRACT
LESS ANY AMOUNTS WITHDRAWN UNDER SECTION 4.5.
ON THE FIRST CONTRACT ANNIVERSARY AND ON EACH SUBSEQUENT CONTRACT ANNIVERSARY
PRIOR TO THE PRIMARY ANNUITANT'S 80TH BIRTHDAY, THE ENHANCED DEATH BENEFIT WILL
EQUAL THE GREATER OF:
o THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY; OR
o THE ENHANCED DEATH BENEFIT ON THE MOST RECENT VALUATION DATE PRIOR TO
THAT CONTRACT ANNIVERSARY.
On any other Valuation Date prior to the Primary Annuitant's 80th
birthday, the Enhanced Death Benefit will be equal to the Enhanced
Death Benefit on the most recent contract anniversary, increased by any
Purchase Payments paid since that contract anniversary and decreased by
any amounts withdrawn under Section 4.5 since that contract
anniversary.
<PAGE> 37
On any Valuation Date on or after the Primary Annuitant's 80th
birthday, the Enhanced Death Benefit will equal the Enhanced Death
Benefit on the contract anniversary immediately prior to the Primary
Annuitant's 80th birthday increased by any Purchase Payments paid since
that contract anniversary and decreased by any amounts withdrawn under
Section 4.5 since that contract anniversary.
ENHANCED DEATH BENEFIT CHARGE. ON EACH CONTRACT ANNIVERSARY WHILE THIS AMENDMENT
IS IN EFFECT, A CHARGE FOR THE ENHANCED DEATH BENEFIT WILL BE DEDUCTED FROM THE
INVESTMENT ACCOUNTS IN PROPORTION TO THE ACCUMULATION VALUE OF THE INVESTMENT
ACCOUNTS. THE CHARGE IS SHOWN ON PAGE 4.
EFFECTIVE DATE. THE EFFECTIVE DATE IS THE DATE ON WHICH PROOF OF DEATH IS
RECEIVED AT THE HOME OFFICE. HOWEVER, THE EFFECTIVE DATE WILL BE THE NEXT
FOLLOWING VALUATION DATE IF THE PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE
EITHER:
o ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK
EXCHANGE; OR
o ON A DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED.
TERMINATION OF ENHANCED DEATH BENEFIT. THIS AMENDMENT WILL REMAIN IN EFFECT
UNTIL MATURITY UNLESS THE OWNER REQUESTS THAT IT BE REMOVED, THE CONTRACT
TERMINATES, OR THE PRIMARY ANNUITANT DIES. ONCE THE AMENDMENT IS REMOVED, IT
CANNOT BE ADDED AGAIN. THE PROVISIONS OF SECTION 5.2 IN THE CONTRACT ARE
APPLICABLE IF THIS AMENDMENT TERMINATES.
SECTION 5.3 DEATH BENEFIT IF PRIMARY ANNUITANT IS NOT AN OWNER
IF THE PRIMARY ANNUITANT IS NOT AN OWNER, UPON THE DEATH OF THE PRIMARY
ANNUITANT, THE CONTRACT CONTINUES WITH THE CONTINGENT ANNUITANT (SECTION 6.5) AS
THE NEW ANNUITANT. THE DEATH BENEFIT WILL BE THE GREATER OF:
o THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR
o THE ENHANCED DEATH BENEFIT.
AS OF THE EFFECTIVE DATE, THE ACCUMULATION VALUE OF THE CONTRACT WILL BE SET AT
AN AMOUNT EQUAL TO THE DEATH BENEFIT.
ENHANCED DEATH BENEFIT. PRIOR TO THE FIRST CONTRACT ANNIVERSARY, THE ENHANCED
DEATH BENEFIT WILL EQUAL THE TOTAL PURCHASE PAYMENTS PAID UNDER THE CONTRACT
LESS ANY AMOUNTS WITHDRAWN UNDER SECTION 4.5.
ON THE FIRST CONTRACT ANNIVERSARY AND ON EACH SUBSEQUENT CONTRACT ANNIVERSARY
PRIOR TO THE PRIMARY ANNUITANT'S 80TH BIRTHDAY, THE ENHANCED DEATH BENEFIT WILL
EQUAL THE GREATER OF:
o THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY; OR
o THE ENHANCED DEATH BENEFIT ON THE MOST RECENT VALUATION DATE PRIOR TO
THAT CONTRACT ANNIVERSARY.
On any other Valuation Date prior to the Primary Annuitant's 80th
birthday, the Enhanced Death Benefit will be equal to the Enhanced Death
Benefit on the most recent contract anniversary, increased by any
Purchase Payments paid since that contract anniversary and
<PAGE> 38
decreased by any amounts withdrawn under Section 4.5 since that contract
anniversary.
On any Valuation Date on or after the Primary Annuitant's 80th birthday,
the Enhanced Death Benefit will equal the Enhanced Death Benefit on the
contract anniversary immediately prior to the Primary Annuitant's 80th
birthday increased by any Purchase Payments paid since that contract
anniversary and decreased by any amounts withdrawn under Section 4.5
since that contract anniversary.
ENHANCED DEATH BENEFIT CHARGE. ON EACH CONTRACT ANNIVERSARY WHILE THIS AMENDMENT
IS IN EFFECT, A CHARGE FOR THE ENHANCED DEATH BENEFIT WILL BE DEDUCTED FROM THE
INVESTMENT ACCOUNTS IN PROPORTION TO THE ACCUMULATION VALUE OF THE INVESTMENT
ACCOUNTS. THE CHARGE IS SHOWN ON PAGE 4.
EFFECTIVE DATE. THE EFFECTIVE DATE IS THE DATE ON WHICH PROOF OF DEATH IS
RECEIVED AT THE HOME OFFICE. HOWEVER, THE EFFECTIVE DATE WILL BE THE NEXT
FOLLOWING VALUATION DATE IF THE PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE
EITHER:
o ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK
EXCHANGE; OR
o ON A DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED.
TERMINATION OF ENHANCED DEATH BENEFIT. THIS AMENDMENT WILL REMAIN IN EFFECT
UNTIL MATURITY UNLESS THE OWNER REQUESTS THAT IT BE REMOVED, THE CONTRACT
TERMINATES, OR THE PRIMARY ANNUITANT DIES. ONCE THE AMENDMENT IS REMOVED IT
CANNOT BE ADDED AGAIN. THE PROVISIONS OF SECTION 5.3 IN THE CONTRACT ARE
APPLICABLE IF THIS AMENDMENT TERMINATES.
(SIGNED)
SECRETARY
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
<PAGE> 39
Exhibit B(4)(d)
WAIVER OF WITHDRAWAL CHARGE
AS OF THE ISSUE DATE, THIS AMENDMENT IS MADE PART OF THIS ANNUITY CONTRACT
ISSUED BY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY. IN THE CASE OF A
CONFLICT WITH ANY PROVISIONS IN THE CONTRACT, THE PROVISIONS OF THIS AMENDMENT
WILL CONTROL. THE FOLLOWING PROVISIONS ARE HEREBY ADDED TO THE CONTRACT:
1. TERMINAL ILLNESS BENEFIT
WITHDRAWAL CHARGES WILL BE WAIVED IF THE PRIMARY ANNUITANT HAS A TERMINAL
ILLNESS.
A TERMINAL ILLNESS IS AN ILLNESS THAT IS EXPECTED TO RESULT IN THE DEATH OF
THE PRIMARY ANNUITANT IN 12 MONTHS OR LESS. AN OWNER REQUESTING WAIVER OF
WITHDRAWAL CHARGES IS REQUIRED TO PROVIDE PROOF, SATISFACTORY TO THE
COMPANY, OF THE PRIMARY ANNUITANT'S TERMINAL ILLNESS. THE PROOF MUST
INCLUDE A CERTIFICATION FROM A LICENSED PHYSICIAN STATING THAT THE PRIMARY
ANNUITANT'S LIFE EXPECTANCY IS 12 MONTHS OR LESS. NO WITHDRAWAL CHARGES
WILL BE WAIVED IF THE DETERMINATION THAT THE PRIMARY ANNUITANT'S LIFE
EXPECTANCY IS 12 MONTHS OR LESS WAS FIRST MADE PRIOR TO THE ISSUE DATE.
No Purchase Payments can be made to the contract once proof of terminal
illness is provided to the Company.
2. NURSING HOME BENEFIT
Withdrawal charges will be waived after the first Contract Year if:
o the Primary Annuitant is confined, on a 24 hour per day basis, to a
Nursing Home or Hospital for a period of at least 90 consecutive days;
and
o such confinement is medically necessary.
A Nursing Home is a facility that is licensed by the jurisdiction in which
it is located to provide nursing care (skilled, intermediate or custodial).
A Hospital is a facility that is licensed as a hospital by the jurisdiction
in which it is located, and operates primarily for the diagnosis and
treatment of and medical or surgical care of sick or injured persons.
<PAGE> 40
An Owner requesting waiver of withdrawal charges is required to provide
proof, satisfactory to the Company, of the Primary Annuitant's confinement.
The proof must include a certification from a licensed physician that the
confinement is medically necessary. No withdrawal charges will be waived if
the confinement began before the Issue Date. A request for waiver of
withdrawal charges must be made no later than 90 days following the date
the Primary Annuitant's confinement ended.
No Purchase Payments can be made to the contract once proof of confinement
is provided to the Company.
(signed)
Secretary
The Northwestern Mutual Life
Insurance Company
<PAGE> 41
EXHIBIT B(5)
A APPLICATION FOR DEFERRED ANNUITY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
720 E. Wisconsin Avenue Milwaukee, Wisconsin 53202
Contract Number
|
|
- --------------------------------------------------------------------------------
1. OTHER POLICIES
- --------------------------------------------------------------------------------
Has a Northwestern Mutual Policy ever been issued on the annuitant's life?
[ ] YES, THE LAST POLICY NUMBER IS: __________________ [ ] NO
- --------------------------------------------------------------------------------
2. ANNUITANT
- --------------------------------------------------------------------------------
Name: First, MI, Last Sex Birthdate: mm-dd-yyyy
| | |
|____________________________________________|_______|_____________________
Street Address City, State, Zip
| |
|____________________________________________|_____________________________
Country, if other than US Taxpayer ID Number E-mail Address
| | |
|_________________________________|____________________|___________________
- --------------------------------------------------------------------------------
3. MARKET
- --------------------------------------------------------------------------------
Select one:
<TABLE>
<S><C>
[ ] NON-TAX QUALIFIED } Owner must be indicated.
[ ] 457 DEFERRED COMPENSATION PLAN } Go to section 4.
[ ] TRADITIONAL IRA
[ ] ROTH IRA } If the annuitant is a minor, go to section 4;
[ ] SIMPLE IRA } otherwise the annuitant is the
[ ] SIMPLIFIED EMPLOYEE PENSION PLAN IRA (SEP) } owner, go to section 5.
[ ] 403(b) TDA - EMPLOYEE SALARY REDUCTION ONLY
[ ] 403(b) TDA - EMPLOYER MATCHING OR NON-ELECTIVE CONTRIBUTIONS INCLUDED } The annuitant is the owner.
[ ] 401(g) NON-TRANSFERABLE ANNUITY } Go to section 5.
[ ] PENSION & PROFIT SHARING:
Trust Number Taxpayer ID Number
| |
|________________|________________________________ } The owner and beneficiary
} are the trustees of the plan.
Name of Owner - Trustees of } Go to section 6.
| |
|________________|________________________________
</TABLE>
<PAGE> 42
- --------------------------------------------------------------------------------
4. OWNER
- --------------------------------------------------------------------------------
A minor owner limits future contract actions.
Select one:
<TABLE>
<S> <C> <C>
[ ] ANNUITANT } Go to section 5.
[ ] SEE ATTACHMENT
[ ] UGMA/UTMA - custodian is owner for the benefit of minor
[ ] CORPORATION OR TRUST } Enter information below.
[ ] OTHER
</TABLE>
Name: First, MI, Last/Corporation/Trust Sex Birthdate: mm-dd-yyyy
| | |
|____________________________________________|______|_____________________
Street Address City, State, Zip
| |
|____________________________________________|____________________________
Relationship to Annuitant Taxpayer ID Number E-mail Address
| | |
|____________________________|______________________|_____________________
Date of Trust Name of Trustees
| |
|__________________|______________________________________________________
- --------------------------------------------------------------------------------
5. BENEFICIARY
- --------------------------------------------------------------------------------
Cannot be annuitant unless "Estate of Annuitant" named.
[ ] SEE ATTACHMENT - Go to section 6.
DIRECT BENEFICIARY: [ ] OWNER [ ] OTHER - Enter information below:
Name Taxpayer ID Number (Optional) Relationship %
| | | |
|________________|_______________________________|_________________|______
Name Taxpayer ID Number (Optional) Relationship %
| | | |
|________________|_______________________________|_________________|______
CONTINGENT BENEFICIARY:
Name Taxpayer ID Number (Optional) Relationship %
| | | |
|________________|_______________________________|_________________|______
Name Taxpayer ID Number (Optional) Relationship %
| | | |
|________________|_______________________________|_________________|______
[ ] And all (other) children of the Annuitant.
- --------------------------------------------------------------------------------
6. REPLACEMENT
- --------------------------------------------------------------------------------
As a result of this purchase, will the values or benefits of any other life
insurance policy or annuity contract, on any life, be affected in any way?
[ ] YES [ ] NO
Note to Agent: Values or benefits are affected if any question on the
Definition of Replacement Supplement could be answered "yes."
Will this annuity:
A. Replace Northwestern Mutual Life? [ ] YES [ ] NO
B. Replace other companies? [ ] YES [ ] NO
C. Result in 1035 exchange? [ ] YES [ ] NO
- --------------------------------------------------------------------------------
7. PLAN
- --------------------------------------------------------------------------------
Select one:
[ ] VARIABLE ANNUITY - Go to section V1.
[ ] FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY - Go to section F1.
<PAGE> 43
VARIABLE ANNUITY SECTION
- --------------------------------------------------------------------------------
V1. TYPE
- --------------------------------------------------------------------------------
[ ] BACK-END DESIGN [ ] FRONT-END DESIGN - Minimum initial purchase payment
$10,000.
The front-end design may provide better long term financial value than the back
end design. Factors to consider in making a decision include the expected
holding period of the annuity as well as anticipated liquidity needs.
- --------------------------------------------------------------------------------
V2. OPTIONAL ENHANCED DEATH BENEFIT
- --------------------------------------------------------------------------------
[ ] I ELECT THE ENHANCED DEATH BENEFIT RIDER.
There is an additional charge. Available to age 65. If this rider is not
elected, the standard death benefit will apply.
See prospectus for more information.
- --------------------------------------------------------------------------------
V3. PAYMENT ALLOCATION AND OPTIONS
- --------------------------------------------------------------------------------
A. PAYMENT ALLOCATION
You must indicate payment allocations. Use whole percentages. Total must
equal 100%.
NORTHWESTERN MUTUAL SERIES FUND, INC.
%
|______ Select Bond
|______ International Equity
|______ Money Market
|______ Balanced
|______ Index 500 Stock
|______ Aggressive Growth Stock
|______ High Yield Bond
|______ Growth Stock
|______ Growth and Income Stock
|______ Index 400 Stock
|______ Small Cap Growth Stock
RUSSELL INSURANCE FUNDS
%
|______ Multi-Style Equity
|______ Aggressive Equity
|______ Non-US
|______ Real Estate Securities
|______ Core Bond
FIXED FUND
%
|______ Guaranteed Interest
Fund availability subject to state approval.
B. OPTIONS
You may select one of the following options:
[ ] AUTOMATIC DOLLAR-COST AVERAGING
Amount
|
I authorize |$ ________________________ to be transferred from the
Money Market Fund:
[ ] MONTHLY [ ] QUARTERLY
to the following funds:
% Fund Name
| |
|______ |_________________________________________________
| |
|______ |_________________________________________________
| |
|______ |_________________________________________________
| |
|______ |_________________________________________________
| |
|______ |_________________________________________________
| |
|______ |_________________________________________________
[ ] PORTFOLIO RE-BALANCING
Minimum contract value $10,000. Re-balancing transfers are not
made to or from the Guaranteed Interest Fund.
I authorize re-balancing transfers to be made according to the
elected Payment Allocations:
[ ] MONTHLY [ ] QUARTERLY
[ ] SEMI-ANNUALLY [ ] ANNUALLY
<PAGE> 44
- --------------------------------------------------------------------------------
V4. INITIAL PAYMENT
- --------------------------------------------------------------------------------
METHOD OF PAYMENT
Select one: Amount
|$
[ ] CHECK ATTACHED |___________________ Estimated Amount
|$
[ ] CHECK COMING FROM ANOTHER INSTITUTION |___________________
[ ] ELECTRONIC FUNDS TRANSFER (ISA/EFT) - Complete section V5.
[ ] MULTIPLE CONTRACT BILL (MCB) - Required for Simple IRAs. Complete
section V5.
IRA INFORMATION
This section must be completed if an IRA market was selected in Section 3.
CAUTION: ACCURATE SELECTION IS NEEDED TO ASSURE CORRECT TAX REPORTING. For
advice, consult your tax professional. Select all that apply:
[ ] NEW CONTRIBUTIONS - Specify tax year:
Current Tax Year | Amount
____________________________|$__________________________
Prior Tax Year | Amount
____________________________|$__________________________
[ ] DIRECT TRANSFER - Check Payable to Northwestern Mutual Life for the
benefit of the contract owner.
Indicate the market the money is coming from. Select one:
[ ] TDA
[ ] PENSION/PROFIT SHARING/401K/DEFINED BENEFIT
[ ] TRADITIONAL IRA
[ ] ROTH IRA
[ ] SEP
[ ] SIMPLE IRA - THE OWNER HAS BEEN A PARTICIPANT IN THE
EMPLOYER'S SIMPLE plan for: [ ] TWO YEARS OR LESS
[ ] MORE THAN TWO YEARS
[ ] 60-DAY ROLLOVER - Personal check from owner or check endorsed to
Northwestern Mutual Life.
Only if applicable, also select one:
[ ] TRADITIONAL IRA TO ROTH IRA
[ ] SIMPLE IRA TO TRADITIONAL IRA- THE OWNER HAS BEEN A PARTICIPANT
IN THE EMPLOYER'S SIMPLE plan for: [ ] TWO YEARS OR LESS
[ ] MORE THAN TWO YEARS
<PAGE> 45
| |
| |
Attach Voided Check
- --------------------------------------------------------------------------------
V5. SCHEDULED PAYMENTS
- --------------------------------------------------------------------------------
You may select either ISA/EFT or MCB.
ISA Number
[ ]
[ ]
[ ]
[ ] ELECTRONIC FUNDS TRANSFER (ISA/EFT)
You must attach a voided check.
Select one:
[ ] MONTHLY [ ] QUARTERLY
[ ] SEMI-ANNUALLY [ ] ANNUALLY
Amount Date of First Draft
| |
|$ |
__________________________________________________________________
Bank Transit Number Checking/Savings Account Number
| |
| |
__________________________________________________________________
Bank Name
[ ] CHECKING |
[ ] SAVINGS |
_____________________________________________
BANK ACCOUNT OWNER - Select one:
[ ] ANNUITANT [ ] OTHER- Enter information below:
Name: First, MI, Last Sex Birthdate: mm-dd-yyyy
| | |
| | |
______________________________________________________________________________
Street Address City, State, Zip
| |
| |
______________________________________________________________________________
Taxpayer ID Number Daytime Telephone Number
| |
| |
______________________________________________________________________________
Signature below is authorization to the depository institution specified above
to pay and charge named account with electronic funds transfers, or other form
of pre-authorized check or withdrawal order transfers, initiated by the
Northwestern Mutual Life Insurance Company to its own order. This authorization
will remain in effect until revoked in writing.
X
__________________________________________________________
Signature of Bank Account Owner
[ ] MULTIPLE CONTRACT BILL (MCB)
Amount MCB Number MCB Payer Name
| | |
|$ | |
______________________________________________________________________________
<PAGE> 46
- --------------------------------------------------------------------------------
SIGNATURES - VARIABLE ANNUITY
- --------------------------------------------------------------------------------
THE ANNUITANT CONSENTS TO THIS APPLICATION.
EACH PERSON SIGNING THIS APPLICATION DECLARES THAT THE ANSWERS AND STATEMENTS
MADE IN THIS APPLICATION ARE CORRECTLY RECORDED, COMPLETE AND TRUE TO THE BEST
OF HIS OR HER KNOWLEDGE AND BELIEF.
IT IS UNDERSTOOD AND AGREED THAT:
If the Owner is a Trustee or successor Trustee under a tax qualified plan or the
employer under a tax qualified non-trusteed plan, Northwestern Mutual Life will
be fully discharged of liability for any action taken by the Owner in the
exercise of any contract right and for all amounts paid to, or at the direction
of, the Owner and will have no obligation as to the use of the amounts. In all
dealings with the Owner, Northwestern Mutual Life will be fully protected
against the claims of every other person.
The first purchase payment will be credited the valuation date coincident with
or next following the date both the application and the purchase payment are
received at the Home Office.
Receipt of purchase payments at a payment facility designated by Northwestern
Mutual Life will be considered the same as receipt at the Home Office.
If a Tax Qualified Employee Plan, an IRA or TDA is applied for, the Applicant
and/or Annuitant have received and reviewed the appropriate ERISA, IRA or TDA
disclosure statements.
BACK-END DESIGN VARIABLE ANNUITY CONTRACTS HAVE PROVISIONS FOR THE ASSESSMENT OF
SURRENDER CHARGES ON CASH WITHDRAWAL.
No agent is authorized to make or alter contracts or to waive the rights or
requirements of Northwestern Mutual Life.
I acknowledge receipt of the Prospectus or Offering Circular and Report and I
understand that all payments and values provided by this contract, when based on
the investment experience of a separate account, are variable and are not
guaranteed as to amount.
<TABLE>
<S><C>
x x
_________________________________________________________________ ________________________________________________
Signature of Applicant (Indicate relationship below if applicable) Signature of Annuitant (if other than Applicant)
[ ] Trustee [ ] Employer
x
________________________________________________
Signature of Licensed Agent
Date Signed at: City County State
| | | |
| | | |
____________ _______________________________________ __________________________ ________
</TABLE>
<PAGE> 47
FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY SECTION
- --------------------------------------------------------------------------------
F1. GUARANTEED PERIOD
- --------------------------------------------------------------------------------
[ ]ONE YEAR [ ]THREE YEAR
- --------------------------------------------------------------------------------
F2. PAYMENT
- --------------------------------------------------------------------------------
METHOD OF PAYMENT
Select all that apply:
Amount
|
[ ]CHECK ATTACHED |$ ________________
Estimated Amount
|
[ ]CHECK COMING FROM ANOTHER INSTITUTION |$ __________________
IRA INFORMATION
This section must be completed if an IRA market was selected in Section 3.
CAUTION: ACCURATE SELECTION IS NEEDED TO ASSURE CORRECT TAX REPORTING. For
advice, consult your tax professional. Select one:
[ ] DIRECT TRANSFER - Check Payable to Northwestern Mutual Life for the
benefit of the contract owner.
Indicate the market the money is coming from. Select one:
[ ] TDA
[ ] PENSION/PROFIT SHARING/401K/DEFINED BENEFIT
[ ] TRADITIONAL IRA
[ ] ROTH IRA
[ ] SEP
[ ] SIMPLE IRA - The owner has been a participant in the employer's
SIMPLE plan for: [ ]TWO YEARS OR LESS
[ ]MORE THAN TWO YEARS
[ ]60-DAY ROLLOVER - Personal check from owner or check endorsed to
Northwestern Mutual Life.
Only if applicable, also select one:
[ ] TRADITIONAL IRA TO ROTH IRA
[ ] SIMPLE IRA TO TRADITIONAL IRA - The owner has been a participant
in the employer's SIMPLE plan for: [ ] TWO YEARS OR LESS
[ ] MORE THAN TWO YEARS
<PAGE> 48
- --------------------------------------------------------------------------------
SIGNATURES - FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY
- --------------------------------------------------------------------------------
THE ANNUITANT CONSENTS TO THIS APPLICATION.
EACH PERSON SIGNING THIS APPLICATION DECLARES THAT THE ANSWERS AND STATEMENTS
MADE IN THIS APPLICATION ARE CORRECTLY RECORDED, COMPLETE AND TRUE TO THE BEST
OF HIS OR HER KNOWLEDGE AND BELIEF.
IT IS UNDERSTOOD AND AGREED THAT:
If the Owner is a Trustee or successor Trustee under a tax qualified plan or the
employer under a tax qualified non-trusteed plan, Northwestern Mutual Life will
be fully discharged of liability for any action taken by the Owner in the
exercise of any contract right and for all amounts paid to, or at the direction
of, the Owner and will have no obligation as to the use of the amounts. In all
dealings with the Owner, Northwestern Mutual Life will be fully protected
against the claims of every other person.
The premium will be credited the date both the entire premium and the
application are received at the Home Office.
Receipt of the premium at a payment facility designated by Northwestern Mutual
Life will be considered the same as receipt at the Home Office.
If a Tax Qualified Employee Plan, an IRA or TDA is applied for, the Applicant
and/or Annuitant have received and reviewed the appropriate ERISA, IRA or TDA
disclosure statements.
FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY POLICIES HAVE PROVISIONS FOR
THE ASSESSMENT OF SURRENDER CHARGES ON CASH WITHDRAWAL.
No agent is authorized to make or alter contracts or to waive the rights or
requirements of Northwestern Mutual Life.
<TABLE>
<S><C>
X__________________________________________________________________ X_______________________________________________
Signature of Applicant (Indicate relationship below if applicable) Signature of Annuitant (if other than Applicant)
[ ] Trustee [ ] Employer
X_______________________________________________
Signature of Licensed Agent
Date Signed at: City County State
| | | |
| | | |
___________________________________________________________________________________________________________________________
</TABLE>
<PAGE> 49
- --------------------------------------------------------------------------------
AGENT'S CERTIFICATE
- --------------------------------------------------------------------------------
Annuitant Name: First, MI, Last A
|
|_____________________________________________________________________
1. To the best of your knowledge will the annuity applied for replace any
life insurance or annuity contract in this company or elsewhere?
[ ] YES [ ] NO
Date of Delivery
|
2. On |__________ the following Prospectus or Offering Circular and Report
was delivered:
[ ] ACCOUNT A OFFERING CIRCULAR DATED______________AND REPORT DATED
_____________(CORPORATE PENSION PLANS)
[ ] ACCOUNT A PROSPECTUS DATED______________(PARTNERSHIP OR SOLE
PROPRIETORSHIP PENSION PLANS)
[ ] ACCOUNT B PROSPECTUS DATED______________(ALL OTHERS)
3. Was any part of this application translated?
[ ] YES, PLEASE EXPLAIN: [ ] NO
- --------------------------------------------------------------------------------
CERTIFICATION
- --------------------------------------------------------------------------------
I certify that to the best of my knowledge I have presented to the Company all
pertinent facts, have asked all questions and have completely and correctly
recorded the Applicant's and Annuitant's answers in accordance with the
instructions. I know nothing unfavorable about the Annuitant that is not stated
in the application or accompanying letter. I further certify that I have
reasonable grounds for believing the purchase of the annuity applied for is
suitable as an investment for the Annuitant based on the information furnished
by the Applicant and Annuitant and contained herein.
If this application is for a Variable Annuity, I certify that a current
Prospectus or Offering Circular and Report was delivered and that no written
sales materials other than those furnished by the Home Office were used.
Agent Phone Number
|
x_____________________________________________________|________________________
Signature of Agent
General Agent's approval for VARIABLE ANNUITIES only (signature of GENERAL AGENT
or APPOINTED REGISTERED REPRESENTATIVE)
x________________________________ __________________________________________
Signature Print Name
or use stamp
|
|
|
|_________________________________________
<PAGE> 50
- --------------------------------------------------------------------------------
DEMOGRAPHICS
- --------------------------------------------------------------------------------
ANNUITANT'S EDUCATION
[ ] Some Education [ ] High School [ ] Associate Degree [ ] Some College
[ ] Bachelors [ ] Masters [ ] Attorney at Law [ ] Doctorate
NUMBER OF CHILDREN
Number
| [ ] None
|
|_________
<TABLE>
<CAPTION>
OCCUPATION INDUSTRY SOURCE OF APPLICANT
<S> <C> <C>
[ ] Business Owner [ ] Agriculture, Forestry &Fishing [ ] Agent's Own Policyowner
[ ] Clerical [ ] Construction [ ] Orphan Policyowner
[ ] Consultant [ ] Finance, Insurance &Real Estate [ ] Referred Lead
[ ] Craftsman [ ] Manufacturing [ ] Acquaintance
[ ] Homemaker [ ] Mining [ ] Newcomer Service
[ ] Legal [ ] Nonclassifiable Establishments [ ] Cold Canvass
[ ] Managerial/Executive [ ] Public Administration [ ] Lead Letter Reply
[ ] Medical [ ] Retail Trade [ ] Published Sources
[ ] Professional [ ] Services [ ] Walk-in
[ ] Sales [ ] Transportation, Communication [ ] Family member or yourself
& Utilities
[ ] Service Worker Other
[ ] Technical [ ] Wholesale Trade |
|______________________________
</TABLE>
- --------------------------------------------------------------------------------
CONTRACT DELIVERY INSTRUCTIONS
- --------------------------------------------------------------------------------
Deliver contract package to the servicing agent at the: [ ] GA office
[ ] DA office
[ ] Agent's own office
- --------------------------------------------------------------------------------
PRODUCTION AND COMMISSION CREDITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Primary or Secondary If secondary contract,
Agent Number Agents Full Name*: Last, First % Interest Contract (P or S) secondary Appt. Agt. No.
<S> <C> <C> <C> <C>
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________
</TABLE>
*Commissions are payable only to Registered Representatives of Northwestern
Mutual Investment Services, LLC.
General Agent's Number General Agent's Stamp
| |
|_______________________ |
|
|_________________
<PAGE> 51
<TABLE>
<S><C>
- -----------------------------------------------------------------------------------------------------------------
A Annuitant Amount Plan
| | |
|_________________________________|$_________|_________________________________
RECEIPT
If the premium or purchase Received of___________________________________________________________________
payment is paid at the time
of application, this receipt the sum of $__________________________________________________________________
must be completed and given for the Annuity applied for in the application to The Northwestern Mutual LIfe
to the Applicant. No other Insurance Company, 720 East Wisconsin Ave., Milwaukee, WI 53202.
receipt will be recognized by
the Company. Place and Date Agent
| |
|_________________________________|____________________________________________
</TABLE>
ALL CHECKS SHOULD BE PAYABLE TO NORTHWESTERN MUTUAL LIFE. DO NOT MAKE THE CHECK
PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK.
EFFECTIVE DATE: The Annuity will be effective on the date the application and
initial purchase payment are received at the Home Office. Receipt of purchase
payments at a payment facility designated by Northwestern Mutual Life will be
considered the same as receipt at the Home Office.
REFUND: If delivery of a Fixed Annuity-Single Premium Retirement Annuity is not
accepted, the Company will refund any premium paid. If delivery of a Variable
Annuity is not accepted, the Company will refund the sum of the difference
between the purchase payments paid and the amounts, if any, allocated to the
Separate Account plus the value of the Accumulation Units of the Separate
Account on the effective date of return, except where otherwise required by law.
No agent is authorized to make or alter contracts or to waive any of the
Company's rights or requirements.
