Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-6
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2
________________
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
(EXACT NAME OF TRUST)
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
JOHN M. BREMER, EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)
___________________
VARIABLE JOINT LIFE INSURANCE POLICIES
(TITLE OF SECURITIES BEING REGISTERED)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: DECEMBER 10, 1998
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
VARIABLE JOINT LIFE INSURANCE POLICIES
CROSS-REFERENCE SHEET
Cross reference sheet showing location in Prospectus of information
required by Form N-8B-2.
Item Number Heading in Prospectus
----------- ---------------------
1 ........................ Cover Page
2 ........................ Cover Page; Northwestern Mutual Life
3 ........................ Not Applicable
4 ........................ Distribution of the Policies
5 ........................ The Account
6 ........................ The Account
7 ........................ Not Applicable
8 ........................ Not Applicable
9 ........................ Legal Proceedings
10(a) .................... Other Policy Provisions: OWNER
10(b) .................... Other Policy Provisions: DIVIDENDS
10(c) and (d) ............ Death Benefit, Cash Value, Policy
Loans, Withdrawals of Cash Value, Right
to Return Policy
10(e) .................... Premiums, Termination and
Reinstatement
10(f) .................... Voting Rights
10(g) .................... Voting Rights, Substitution of Fund
Shares and Other Changes
10(h) .................... Voting Rights, Substitution of Fund
Shares and Other Changes
10(i) .................... Premiums, Death Benefit, Cash Value,
Dividends
11 ....................... The Account, The Fund
12 ....................... The Fund
13 ....................... Summary, The Fund, Deductions and
Charges, Distribution of the Policies
14 ....................... Summary: The Policy: Availability
Limitations
15 ....................... Premiums, Allocations to the Account
16 ....................... The Account, The Fund, Allocations
to the Account
17 ....................... Same Captions as Items 10(a), (c),
and (d)
18 ....................... The Account, Detailed Information about
the Policy
19 ....................... Reports
20 ....................... Not Applicable
21 ....................... Policy Loans
22 ....................... Other Policy Provisions:
INCONTESTABILITY and DEFERRAL OF
DETERMINATION AND PAYMENT
23 ....................... Not Applicable
24 ....................... Not Applicable
25 ....................... Northwestern Mutual Life
26 ....................... The Fund, Deductions and Charges
27 ....................... Northwestern Mutual Life
28 ....................... Management
29 ....................... Not Applicable
30 ....................... Not Applicable
31 ....................... Not Applicable
32 ....................... Not Applicable
-ii-
33 ....................... Not Applicable
34 ....................... Not Applicable
35 ....................... Northwestern Mutual Life
36 ....................... Not Applicable
37 ....................... Not Applicable
38 ....................... Distribution of the Policies
39 ....................... Distribution of the Policies
40 ....................... The Fund
41 ....................... The Fund, Distribution of the Policies
42 ....................... Not Applicable
43 ....................... Not Applicable
44 ....................... The Fund, Premiums, Death Benefit,
Allocations to the Account, Cash Value
45 ....................... Not Applicable
46 ....................... Same Captions as Items 10(c) and (d)
47 ....................... Not Applicable
48 ....................... Not Applicable
49 ....................... Not Applicable
50 ....................... The Account
51 ....................... Numerous Captions
52 ....................... Substitution of Fund Shares and
Other Changes
53 ....................... Not Applicable
54 ....................... Not Applicable
55 ....................... Not Applicable
56 ....................... Not Applicable
57 ....................... Not Applicable
58 ....................... Not Applicable
59 ....................... Financial Statements
-iii-
PROSPECTUS
December 10, 1998
NORTHWESTERN
MUTUAL LIFE*
The Quiet Company-Registered Trademark-
NORTHWESTERN MUTUAL VARIABLE JOINT LIFE
Flexible Premium Variable Joint Life Insurance Policy
Insurance Payable on Second Death
[PHOTO]
Northwestern Mutual
Series Fund, Inc.
The Northwestern Mutual
Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-1444
CONTENTS
PAGE
----
Prospectus . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . 1
Summary. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 2
Variable Life Insurance. . . . . . . . . . . . . . . . . . . . . . . . 2
The Account and its Divisions. . . . . . . . . . . . . . . . . . . . . 2
The Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Availability Limitations . . . . . . . . . . . . . . . . . . . . . . 2
Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Deductions and Charges . . . . . . . . . . . . . . . . . . . . . . . 2
From Premiums. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
From Policy Value. . . . . . . . . . . . . . . . . . . . . . . . . 2
From Surrender Proceeds. . . . . . . . . . . . . . . . . . . . . . 3
From the Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Northwestern Mutual Life Insurance Company,
Northwestern Mutual Variable Life Account and
Northwestern Mutual Series Fund, Inc . . . . . . . . . . . . . . . 3
Northwestern Mutual Life . . . . . . . . . . . . . . . . . . . . . . . 3
The Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Aggressive Growth Stock Portfolio. . . . . . . . . . . . . . . . . . . 4
International Equity Portfolio . . . . . . . . . . . . . . . . . . . . 4
Growth Stock Portfolio . . . . . . . . . . . . . . . . . . . . . . . . 4
Growth and Income Stock Portfolio. . . . . . . . . . . . . . . . . . . 4
Index 500 Stock Portfolio. . . . . . . . . . . . . . . . . . . . . . . 4
Balanced Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . 4
High Yield Bond Portfolio. . . . . . . . . . . . . . . . . . . . . . . 4
Select Bond Portfolio. . . . . . . . . . . . . . . . . . . . . . . . . 4
Money Market Portfolio . . . . . . . . . . . . . . . . . . . . . . . . 4
Detailed Information About the Policy . . . . . . . . . . . . . . . . . . 4
Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Death Benefit Options. . . . . . . . . . . . . . . . . . . . . . . . 5
Choice of Tests for Tax Purposes . . . . . . . . . . . . . . . . . . 5
Death Benefit Changes. . . . . . . . . . . . . . . . . . . . . . . . 6
Allocations to the Account . . . . . . . . . . . . . . . . . . . . . . 6
Deductions and Charges . . . . . . . . . . . . . . . . . . . . . . . . 6
Deductions from Premiums . . . . . . . . . . . . . . . . . . . . . . 6
Charges Against the Policy Value . . . . . . . . . . . . . . . . . . 6
Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Expenses of the Fund . . . . . . . . . . . . . . . . . . . . . . . . 7
Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Policy Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Withdrawals of Cash Value. . . . . . . . . . . . . . . . . . . . . . . 8
Termination and Reinstatement. . . . . . . . . . . . . . . . . . . . . 8
Right to Return Policy . . . . . . . . . . . . . . . . . . . . . . . . 8
Other Policy Provisions. . . . . . . . . . . . . . . . . . . . . . . . 8
Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Incontestability . . . . . . . . . . . . . . . . . . . . . . . . . 8
Suicide. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Misstatement of Age or Sex . . . . . . . . . . . . . . . . . . . . 9
Collateral Assignment. . . . . . . . . . . . . . . . . . . . . . . 9
Deferral of Determination and Payment. . . . . . . . . . . . . . . 9
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Substitution of Fund Shares
and Other Changes. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Distribution of the Policies. . . . . . . . . . . . . . . . . . . . . . .10
Tax Considerations. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Life Insurance Qualification . . . . . . . . . . . . . . . . . . . . .10
Tax Treatment of Life Insurance. . . . . . . . . . . . . . . . . . . .10
Modified Endowment Contracts . . . . . . . . . . . . . . . . . . . . .11
Estate and Generation Skipping Taxes . . . . . . . . . . . . . . . . .11
Other Tax Considerations . . . . . . . . . . . . . . . . . . . . . . .12
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . .14
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . .14
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . .16
Report of Independent Accountants
(for the two years ended December 31, 1997). . . . . . . . . . . . .16
Financial Statements of the Account
(for the two years ended December 31, 1997). . . . . . . . . . . . .17
Financial Statements of Northwestern Mutual Life
(for the three years ended December 31, 1997). . . . . . . . . . . .23
Report of Independent Accountants
(for the three years ended December 31, 1997). . . . . . . . . . . .36
Appendix A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Appendix B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
P R O S P E C T U S
NORTHWESTERN MUTUAL VARIABLE JOINT LIFE
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
INSURANCE PAYABLE ON SECOND DEATH
This prospectus describes the Variable Joint Life Policy (the "Policy") offered
by The Northwestern Mutual Life Insurance Company. The Policy provides life
insurance coverage on two insureds with a death benefit payable on the second
death while the policy is in force.
The Policy offers flexible premium payments, nine investment funding options and
a choice of three death benefit options.
The investment options correspond to the Portfolios of Northwestern Mutual
Series Fund, Inc. (the "Fund"). The prospectus for the Fund, attached to this
prospectus, describes the investment objectives of the nine portfolios: the
Aggressive Growth Stock Portfolio, the International Equity Portfolio, the
Growth Stock Portfolio, the Growth and Income Stock Portfolio, the Index 500
Stock Portfolio, the Balanced Portfolio, the High Yield Bond Portfolio, the
Select Bond Portfolio and the Money Market Portfolio.
The values provided by the Policy vary daily depending on investment results.
These values are not guaranteed. The Portfolios present varying degrees of
investment risk.
A Policy may be returned for a limited period of time. See "Right to Return
Policy", p. 8.
IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH A VARIABLE LIFE
INSURANCE POLICY. SEE DEDUCTIONS AND CHARGES AND CASH VALUE.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUS FOR
NORTHWESTERN MUTUAL SERIES FUND, INC. WHICH IS ATTACHED HERETO, AND SHOULD BE
RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
1
SUMMARY
THE FOLLOWING SUMMARY PROVIDES A BRIEF OVERVIEW OF THE POLICY. IT OMITS DETAILS
WHICH ARE INCLUDED ELSEWHERE IN THIS PROSPECTUS AND THE ATTACHED FUND PROSPECTUS
AND IN THE TERMS OF THE POLICY.
VARIABLE LIFE INSURANCE
Variable life insurance is cash value life insurance and is similar in many ways
to traditional fixed benefit life insurance. Both kinds of life insurance
provide an income tax-free death benefit and a cash value that grows
tax-deferred. Variable life insurance allows the policyowner to direct the
premiums, after certain deductions, among a range of investment options. The
variable life insurance death benefit and cash value vary to reflect the
performance of the selected investments.
THE ACCOUNT AND ITS DIVISIONS
Northwestern Mutual Variable Life Account is the investment vehicle for the
Policies. The Account has nine divisions. The owner of the Policy determines
how net premiums are to be allocated. The assets of each division are invested
in a corresponding Portfolio of Northwestern Mutual Series Fund, Inc. The nine
Portfolios are the Aggressive Growth Stock Portfolio, the International Equity
Portfolio, the Growth Stock Portfolio, the Growth and Income Stock Portfolio,
the Index 500 Stock Portfolio, the Balanced Portfolio, the High Yield Bond
Portfolio, the Select Bond Portfolio and the Money Market Portfolio. The
investment objectives of the Portfolios are briefly described herein. See "The
Fund", p. 3. For additional information see the attached prospectus for the
Fund.
THE POLICY
AVAILABILITY LIMITATIONS The Variable Joint Life Policy is available for two
insureds each between ages 20 and 85. The minimum Specified Amount of insurance
is $1,000,000, or $500,000 if the older insured's issue age is age 50 or older.
PREMIUMS Premiums may be paid at any time and in any amounts, within limits,
but additional premiums will be required to keep the Policy in force if values
become insufficient to pay current charges.
DEATH BENEFIT The Policy offers a choice of three death benefit options:
- - SPECIFIED AMOUNT (OPTION A)
- - SPECIFIED AMOUNT PLUS POLICY VALUE (OPTION B)
- - SPECIFIED AMOUNT PLUS PREMIUMS PAID (OPTION C)
In each case, the death benefit will be at least the amount needed to meet
federal income tax requirements for life insurance. The Specified Amount is
selected by the applicant when the Policy is purchased and may be increased or
decreased by the owner, within limits and subject to conditions, after a Policy
is issued. The amount of the death benefit is not guaranteed.
CASH VALUE The cash value of a Policy is not guaranteed and varies daily to
reflect investment experience. A Policy may be surrendered for its cash value.
The Policy also includes loan and withdrawal provisions.
DEDUCTIONS AND CHARGES
FROM PREMIUMS
- Deduction of 3.6% for local, state and federal taxes attributable to
premiums
- Sales load of 6.4% up to the Target Premium in Policy years 1-10, and
2.4% of all other premiums
FROM POLICY VALUE
- Cost of insurance charge deducted monthly, is based on the net amount
at risk, Policy duration, and the issue age, sex and risk
classification of the insured persons. Current charges are based on
the experience of Northwestern Mutual Life. Maximum charges are based
on the 1980 CSO Mortality Tables.
- Monthly mortality and expense risk charge. This consists of two
components:
(1) THE INVESTED ASSETS COMPONENT - The current charge is at the
annual rate of .45% (0.0375% monthly rate) of the Policy Value less
any Policy debt. The maximum charge is at the annual rate of .90%
(0.075% monthly rate).
(2) THE SPECIFIED AMOUNT COMPONENT - The charge is based on the
Specified Amount and the issue ages of the insured persons, and
applies during the first 10 Policy years.
- Monthly administrative charge. The current charge is $5.00. The
maximum charge is $7.50.
- Monthly underwriting and issue charge. The charge is based on the
Specified Amount and risk classification of the insured persons. It
applies during the first 10 Policy years. The range is from 1.5CENTS
to 3.5CENTS per $1,000 of initial Specified Amount, with a maximum
monthly charge of $75 to $175.
2
- Deferred sales charge deducted monthly. The charge is 7.5% (0.625%
monthly rate) of premiums paid during the first Policy year up to
the Target Premium. During the first Policy year the monthly
deduction is based on cumulative premiums paid to date up to the
Target Premium. The charge applies during the first 10 Policy
years.
- Charge for expenses and taxes associated with the Policy loan, if any.
The aggregate charge is at the current annual rate of .90% (0.075%
monthly rate) of the Policy debt during the first ten Policy years and
.35% (.029167%) thereafter.
- Any transaction charges that may result from a withdrawal, a transfer,
a change in the Specified Amount or a change in the death benefit
option. These charges are currently waived. The maximum charge is
$250 for death benefit option changes and $25 for each of the other
transactions.
FROM SURRENDER PROCEEDS
- A surrender charge equal to 50% of the first year premium or the
Target Premium, whichever is less. Beginning with the second Policy
year, the surrender charge reduces month by month to zero at the end
of the tenth Policy year.
FROM THE FUND
- A daily charge for investment advisory and other services provided to
the Fund. The total Fund expenses vary by Portfolio and currently
fall in an approximate range of .21% to .77% of assets on an annual
basis.
The following table shows the annual expenses for each of the Portfolios of the
Fund, as a percentage of the average net assets of the Portfolio, based on 1997
operations for the Portfolios and their predecessors:
INVESTMENT
ADVISORY OTHER TOTAL
PORTFOLIO FEE EXPENSES EXPENSES
- --------- ------ -------- --------
Aggressive Growth
Stock....................... .52% .01% .53%
International Equity.......... .67% .10% .77%
Growth Stock ................. .47% .02% .49%
Growth and Income
Stock....................... .59% .01% .60%
Index 500 Stock............... .20% .01% .21%
Balanced...................... .30% .00% .30%
High Yield Bond............... .52% .03% .55%
Select Bond................... .30% .00% .30%
Money Market.................. .30% .00% .30%
- --------------------------------------------------------------------------------
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY,
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT AND
NORTHWESTERN MUTUAL SERIES FUND, INC.
NORTHWESTERN MUTUAL LIFE
The Northwestern Mutual Life Insurance Company is a mutual life insurance
company organized by a special act of the Wisconsin Legislature in 1857. It is
the nation's fifth largest life insurance company, based on total assets in
excess of $71 billion on December 31, 1997, and is licensed to conduct a
conventional life insurance business in the District of Columbia and in all
states of the United States. Northwestern Mutual Life sells life and disability
insurance policies and annuity contracts through its own field force of
approximately 6,000 full time producing agents. The Internal Revenue Service
Employer Identification Number of Northwestern Mutual Life is 39-0509570.
THE ACCOUNT
Northwestern Mutual Variable Life Account was established by the Trustees of
Northwestern Mutual Life on November 23, 1983, in accordance with the provisions
of Wisconsin insurance law. Under Wisconsin law the income, gains and losses,
realized or unrealized, of the Account are credited to or charged against the
assets of the Account without regard to other income, gains or losses of
Northwestern Mutual Life. The Account is used only for variable life insurance
policies, including the Policies described in this prospectus as well as other
policy series.
The Account is registered as a unit investment trust under the Investment
Company Act of 1940. Such registration does not involve supervision of
management or investment practices or policies. The Account has nine divisions.
All of the assets of each division are invested in shares of the corresponding
Portfolio of the Fund described below.
THE FUND
Northwestern Mutual Series Fund, Inc. is a mutual fund of the series type
registered under the Investment Company Act of 1940 as an open-end diversified
management investment company. Shares of each Portfolio of the Fund are
purchased by the corresponding division of the Account at their net asset value
without any sales charge.
The investment adviser for the Fund is Northwestern Mutual Investment Services,
LLC ("NMIS"), a wholly-owned subsidiary of Northwestern Mutual Life. The
investment advisory agreements for the respective Portfolios provide that NMIS
will provide services and bear certain expenses of the Fund. For providing
investment advisory and other services and bearing Fund
3
expenses, the Fund pays NMIS a fee at an annual rate which ranges from .20% of
the aggregate average daily net assets of the Index 500 Stock Portfolio to a
maximum of .67% for the International Equity Portfolio, based on 1997 asset
size. Other expenses borne by the Portfolios range from 0% for the Select Bond,
Money Market and Balanced Portfolios to .10% for the International Equity
Portfolio. Northwestern Mutual Life provides certain personnel and facilities
used by NMIS in performing its investment advisory functions and is a party to
the investment advisory agreement. J.P. Morgan Investment Management, Inc. and
Templeton Investment Counsel, Inc. have been retained under investment
sub-advisory agreements to provide investment advice to the Growth and Income
Stock Portfolio and the International Equity Portfolio, respectively.
The investment objectives and types of investments for each of the nine
Portfolios of the Fund are set forth below. There can be no assurance that the
objectives of the Portfolios will be realized. For more information about the
investment objectives and policies, the attendant risk factors and expenses, see
the Fund prospectus.
AGGRESSIVE GROWTH STOCK PORTFOLIO. The investment objective of the Aggressive
Growth Stock Portfolio is to achieve long-term appreciation of capital primarily
by investing in the common stocks of companies which can reasonably be expected
to increase their sales and earnings at a pace which will exceed the growth rate
of the nation's economy over an extended period.
INTERNATIONAL EQUITY PORTFOLIO. The investment objective of the International
Equity Portfolio is long-term capital growth. It pursues its objective through
a flexible policy of investing in stocks and debt securities of companies and
governments outside the United States.
GROWTH STOCK PORTFOLIO. The investment objective of the Growth Stock Portfolio
is long-term growth of capital; current income is secondary. The Portfolio will
seek to achieve this objective by selecting investments in companies which have
above average earnings growth potential.
GROWTH AND INCOME STOCK PORTFOLIO. The investment objective of the Growth and
Income Stock Portfolio is long-term growth of capital and income. Ordinarily
the Portfolio pursues its investment objectives by investing primarily in
dividend-paying common stock.
INDEX 500 STOCK PORTFOLIO. The investment objective of the Index 500 Stock
Portfolio is to achieve investment results that approximate the performance of
the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index"). The
Portfolio will attempt to meet this objective by investing in stocks included in
the S&P 500 Index. Stocks generally are more volatile than debt securities and
involve greater investment risks.
BALANCED PORTFOLIO. The investment objective of the Balanced Portfolio is to
realize as high a level of long-term total rate of return as is consistent with
prudent investment risk. The Balanced Portfolio will invest in common stocks and
other equity securities, bonds and money market instruments. Investment in the
Balanced Portfolio necessarily involves the risks inherent in stocks and debt
securities of varying maturities, including the risk that the Portfolio may
invest too much or too little of its assets in each type of security at any
particular time.
HIGH YIELD BOND PORTFOLIO. The investment objective of the High Yield Bond
Portfolio is to achieve high current income and capital appreciation by
investing primarily in fixed income securities that are rated below investment
grade by the major rating agencies.
SELECT BOND PORTFOLIO. The primary investment objective of the Select Bond
Portfolio is to provide as high a level of long-term total rate of return as is
consistent with prudent investment risk. A secondary objective is to seek
preservation of shareholders' capital. The Select Bond Portfolio will invest
primarily in debt securities. The value of debt securities will tend to rise and
fall inversely with the rise and fall of interest rates.
MONEY MARKET PORTFOLIO. The investment objective of the Money Market Portfolio
is to realize maximum current income consistent with liquidity and stability of
capital. The Money Market Portfolio will invest in money market instruments and
other debt securities with maturities generally not exceeding one year. The
return produced by these securities will reflect fluctuations in short-term
interest rates.
- --------------------------------------------------------------------------------
DETAILED INFORMATION ABOUT THE POLICY
PREMIUMS
The Policy permits premiums to be paid at any time before the Policy anniversary
that is nearest the 95th birthday of the younger insured and in any amounts
within the limits described in this section.
4
The Specified Amount selected when the Policy is purchased is used to determine
the minimum initial premium. The minimum initial premium varies with the issue
age and sex of the insured persons.
A Target Premium is calculated when the Policy is issued and is used in
determining the sales load, commissions, surrender charge and other expense
charges during the first 10 Policy years. The Target Premium is based on the
Specified Amount and the age, sex and risk classification of the insured
persons.
After a Policy is issued, there are no minimum premiums, except that no premium
of less than $25 will be accepted. The Policy will remain in force during the
lifetime of at least one of the insured persons so long as the cash value is
sufficient to pay the monthly cost of insurance charge and other current
charges.
The Policy sets no maximum on premiums, but a premium that would increase the
net amount at risk will be accepted only if the insurance, as increased, will be
within the issue limits of Northwestern Mutual Life, the insureds meet the
insurability requirements and the premium is received prior to the anniversary
nearest the older insured's 85th birthday. If the Guideline Premium/Cash Value
Corridor Test has been elected, a premium will not be accepted if it would
disqualify the Policy as life insurance for federal income tax purposes. See
"Choice of Tests for Tax Purposes", below and "Tax Considerations", p. 10.
DEATH BENEFIT
DEATH BENEFIT OPTIONS The death benefit is payable on the second death while
the Policy is in force. The Policy provides for three death benefit options:
SPECIFIED AMOUNT (OPTION A) The Specified Amount is selected by the applicant
when the Policy is purchased.
SPECIFIED AMOUNT PLUS POLICY VALUE (OPTION B) The Policy Value is the
cumulative amount invested, adjusted for investment results, reduced by the
charges for insurance and other expenses.
SPECIFIED AMOUNT PLUS PREMIUMS PAID (OPTION C)
The selected death benefit option will be in effect before the Policy
anniversary nearest the 100th birthday of the younger insured, and the death
benefit will be equal to the Policy Value after that date.
Under any of the Options, or on or after the Policy anniversary nearest the
100th birthday of the younger insured, the death benefit will be increased if
necessary to meet the definitional requirements for life insurance for federal
income tax purposes as discussed below.
CHOICE OF TESTS FOR TAX PURPOSES A Policy must satisfy one of two testing
methods to qualify as life insurance for federal income tax purposes. The
purchaser may choose either the Guideline Premium/Cash Value Corridor Test or
the Cash Value Accumulation Test. Both tests require the Policy to meet minimum
ratios, or multiples, of death benefit to the Policy Value. The minimum
multiple decreases as the age of the insured persons advances. The choice of
testing methods is made when a Policy is purchased and it may not be changed.
For the Guideline Premium/Cash Value Corridor Test the minimum multiples of
death benefit to the Policy Value are shown in the following table. The
attained age of the younger insured is used even if the younger insured is no
longer living.
GUIDELINE PREMIUM/CASH VALUE
CORRIDOR TEST MULTIPLES
YOUNGER INSURED AGE
Attained Policy
- -------- ------
Age Value %
- --- -------
40 or under...... 250
41............... 243
42............... 236
43............... 229
44............... 222
45............... 215
46............... 209
47............... 203
48............... 197
49............... 191
50............... 185
51............... 178
52............... 171
53............... 164
54............... 157
55............... 150
56............... 146
57............... 142
58............... 138
59............... 134
60............... 130
61............... 128
62............... 126
63............... 124
64............... 122
65............... 120
66............... 119
67............... 118
68............... 117
69............... 116
70............... 115
71............... 113
72............... 111
73............... 109
74............... 107
75-90............ 105
91............... 104
92............... 103
93............... 102
94............... 101
95 or over....... 100
For the Cash Value Accumulation Test the minimum multiples of death benefit to
the Policy Value are calculated using net single premiums based on the attained
age of both insureds and the Policy's underwriting classification, using a 4%
interest rate.
The Guideline Premium/Cash Value Corridor Test generally has lower minimum
multiples than the Cash Value Accumulation Test, usually resulting in better
cash value accumulation for a given amount of premium. But the Guideline
Premium/Cash Value
5
Corridor Test limits the amount of premium that may be paid in each Policy year.
The Cash Value Accumulation Test has no such annual limitation, and allows more
premium to be paid during the early Policy years.
DEATH BENEFIT CHANGES After a Policy is issued the owner may change the death
benefit option, or increase or decrease the Specified Amount, subject to
approval by Northwestern Mutual Life. Changes are subject to insurability
requirements and issue limits. A change will not be permitted if it results in
a Specified Amount less than the minimum for a new Policy issued on that date.
A change in the death benefit option, or an increase or decrease in the
Specified Amount, will be effective on the monthly processing date next
following receipt of a written request at the Home Office of Northwestern Mutual
Life.
Administrative charges of up to $250 for a change in the death benefit option,
and up to $25 for each of more than one change in the Specified Amount in a
Policy year, may apply. Any such charges will be deducted from the Policy
Value. Northwestern Mutual Life is currently waiving these charges.
A change in the death benefit option, or an increase or decrease in the
Specified Amount, may have important tax effects. See "Tax Considerations", p.
10. The cost of insurance charge will increase if a change results in a larger
net amount at risk. See "Charges Against the Policy Value," below.
ALLOCATIONS TO THE ACCOUNT
The initial net premium is placed in the Account on the Policy date. Net
premiums paid thereafter are placed in the Account on the date received at the
Home Office of Northwestern Mutual Life. Net premiums are premiums less the
deductions from premiums. See "Deductions from Premiums", below.
Premiums placed in the Account prior to the initial allocation date are invested
in the Money Market Division of the Account. The initial allocation date is
identified in the Policy and is the later of the date the application is
approved by Northwestern Mutual Life and the date the initial premium is
received at the Home Office of Northwestern Mutual Life. A different initial
allocation date applies in those states which require a refund of at least the
premium paid during the period when the Policy may be returned. See "Right to
Return Policy," p. 8. On the initial allocation date the amount in the Money
Market Division is invested in the Account divisions as directed in the
application for the Policy. The owner may change the allocation for future net
premiums at any time by written request and the change will be effective for
premiums placed in the Account thereafter. Allocation must be in whole
percentages.
The owner may transfer accumulated amounts from one division of the Account to
another. Transfers are effective on the date a written request is received at
the Home Office of Northwestern Mutual Life. Northwestern Mutual Life reserves
the right to charge a fee of up to $25, to cover administrative costs of
transfers, if there are more than twelve transfers in a Policy year.
Northwestern Mutual Life is currently waiving these fees.
DEDUCTIONS AND CHARGES
DEDUCTIONS FROM PREMIUMS A charge for taxes attributable to premiums is
deducted from each premium. The total amount of this deduction is 3.6% of the
premium. Of this amount 2.35% is for state premium taxes. Premium taxes vary
from state to state and currently range from .75% to 3.5% of life insurance
premiums. The 2.35% rate is an average. The tax rate for a particular state
may be lower, higher, or equal to the 2.35% deduction. Northwestern Mutual Life
does not expect to profit from this charge. The remainder of the deduction,
1.25% of each premium, is for federal income taxes measured by premiums.
Northwestern Mutual Life believes that this charge does not exceed a reasonable
estimate of its federal income taxes attributable to the treatment of deferred
acquisition costs. The charge for taxes may be changed to reflect any changes
in the law.
A charge for sales costs is deducted from each premium. The charge is 6.4% of
premiums paid during each of the first ten Policy years up to the Target Premium
and 2.4% of all other premiums. The Target Premium is based on the Specified
Amount and the issue age, sex and risk classification of the insured persons.
To the extent that sales expenses exceed the amounts deducted, Northwestern
Mutual Life will pay the expenses from its other assets. These assets may
include, among other things, any gain realized from the monthly charge against
the Policy Value for the mortality and expense risks assumed by Northwestern
Mutual Life, as described below.
CHARGES AGAINST THE POLICY VALUE A cost of insurance charge is deducted from
the Policy Value on each monthly processing date. The amount is determined by
multiplying the net amount at risk by the cost of insurance rate. The net
amount at risk is equal to the death benefit currently in effect less the Policy
Value. The cost of insurance rate reflects the policy duration, and the issue
age, sex and risk classification of the insured persons. The maximum cost of
insurance rates are included in the Policy.
A charge for the mortality and expense risks assumed by Northwestern Mutual Life
is also deducted monthly from the Policy Value. This charge includes the
invested assets component and the Specified Amount component. The maximum
amount of the invested
6
assets component is equal to an annual rate of .90% (0.075% monthly rate) of the
Policy Value. Currently the charge is equal to an annual rate of .45% (0.0375%
monthly rate) of the Policy Value. The Specified Amount component is based on
the Specified Amount and the issue ages of the insured persons, and applies
during the first 10 Policy years. A table of rates and an example are included
in Appendix B, p. 46. The mortality risk is that insureds may not live as long
as Northwestern Mutual Life estimated. The expense risk is that expenses of
issuing and administering the Policies may exceed the estimated costs.
Northwestern Mutual Life will realize a gain from this charge to the extent it
is not needed to provide benefits and pay expenses under the Policies.
There is a monthly administrative charge of not more than $7.50. Currently this
charge will be $5. This charge is for administrative expenses, including costs
of premium collection, processing claims, keeping records and communicating with
Policyowners. Northwestern Mutual Life does not expect to profit from this
charge.
There is a monthly underwriting and issue charge bases on the Specified Amount
and the risk classification of the insureds. This charge applies during the
first 10 Policy years. The range is from 1.5CENTS to 3.5CENTS per $1000 of
initial Specified Amount, with a maximum monthly charge of $75 to $175.
A deferred sales charge is deducted monthly. The charge is 7.5% (0.625%
monthly rate) of premiums paid during the first Policy year up to the Target
Premium. During the first Policy year the monthly deduction is based on
cumulative premiums paid to date up to the Target Premium. The charge applies
during the first 10 Policy years.
A charge is made for the expenses and taxes associated with the Policy debt, if
any. The aggregate charge is at the current annual rate of 0.90% (0.075%
monthly rate) of the Policy debt for the first ten Policy years and 0.35%
(0.029167% monthly rate) thereafter.
The Policy provides for transaction fees to be deducted from the Policy Value on
the dates on which transactions take place. These charges are $25 for changes
in the Specified Amount, withdrawals or transfers of assets among the divisions
of the Account if more than twelve transfers take place in a Policy year. The
fee for a change in the death benefit option is $250. Currently all of these
fees are being waived.
Deductions from the Policy Value will be apportioned among the divisions of the
Account in proportion to the amounts invested in the divisions.
SURRENDER CHARGE. A surrender charge will be deducted from the Policy proceeds
if the Policy is surrendered during the first ten Policy years. During the
first Policy year the surrender charge is equal to 50% of the first year premium
or the Target Premium, whichever is less. Beginning with the second Policy year
the surrender charge reduces month by month to zero at the end of the tenth
Policy year.
EXPENSES OF THE FUND The investment performance of each division of the Account
reflects all expenses borne by the corresponding Portfolio of the Fund. See the
attached Fund prospectus for more information about those expenses.
CASH VALUE
The owner of a Policy may surrender it for the cash value at any time during the
lifetime of at least one of the insured persons. The cash value for the Policy
will change daily in response to investment results. No minimum cash value is
guaranteed. The cash value is equal to the Policy Value, reduced by the
surrender charge and reduced by any Policy debt outstanding.
The cash value for a Policy is determined at the end of each valuation period.
Each business day, together with any non-business days before it, is a valuation
period. A business day is any day on which the New York Stock Exchange is open
for trading. In accordance with the requirements of the Investment Company Act
of l940, the cash value for a Policy may also be determined on any other day on
which there is sufficient trading in securities to materially affect the value
of the securities held by the Portfolios of the Fund.
POLICY LOANS
The owner of a Policy may borrow up to 90% of the Policy Value less the
surrender charge on the date of the loan, using the Policy as security. If a
Policy loan is already outstanding, the maximum amount for any new loan is
reduced by the amount already borrowed.
Interest on a Policy loan accrues and is payable on a daily basis at an annual
effective rate of 5%. Unpaid interest is added to the amount of the loan. If the
amount of the loan plus the surrender charge equals or exceeds the Policy Value
on a monthly processing date, the Policy will enter the grace period. See
"Termination and Reinstatement", below. A notice will be sent to the owner at
least 61 days before the termination date. The notice will show how much must be
paid to keep the Policy in force.
The amount of a Policy loan will be taken from the Account divisions in
proportion to the amounts in the divisions. The amounts withdrawn will be
transferred to Northwestern Mutual Life's general account and will be credited
on a daily basis with an annual earnings rate equal to the 5% Policy loan
interest rate. A Policy loan, even if it is repaid, will have a permanent effect
on the Policy Value because the amounts borrowed will not participate in the
Account's investment results while the loan is outstanding. The effect may be
either favorable or unfavorable depending on whether the earnings rate credited
to the loan amount is higher or lower than the rate credited to the unborrowed
amount left in the Account.
A Policy loan, and any accrued interest outstanding, may be repaid, in whole or
in part, at any time. Payments will be credited as of the date received and
7
will be transferred from the general account of Northwestern Mutual Life to the
Account divisions, in proportion to the premium allocation in effect, as of the
same date.
A Policy loan may have important tax consequences. See "Tax Considerations", p.
10.
WITHDRAWALS OF CASH VALUE
The owner may make a withdrawal of cash value. A withdrawal may not reduce the
loan value to less than any Policy debt outstanding. The loan value is 90% of
the Policy Value less the surrender charge. Following a withdrawal the remaining
cash value must be at least three times the current monthly charges for the cost
of insurance and other expenses. The minimum amount for withdrawals is $250. Up
to four withdrawals are permitted in a Policy year. An administrative charge of
up to $25 may apply, but is currently being waived.
A withdrawal of cash value decreases the death benefit by the same amount. If
the death benefit for a Policy has been increased to meet the federal tax
requirements for life insurance, the decrease in the death benefit caused by a
subsequent withdrawal will be larger than the amount of the withdrawal. If
Option A or Option C is in effect a withdrawal of cash value will reduce the
Specified Amount by the amount of the withdrawal. Following a withdrawal the
remaining death benefit must be at least the minimum amount that Northwestern
Mutual Life would currently issue, or the initial Specified Amount, if greater.
The amount withdrawn from cash value will be taken from the Account divisions in
proportion to the amounts in the divisions. The Policy makes no provision for
repayment of amounts withdrawn. A withdrawal of cash value may have important
tax consequences. See "Tax Considerations", p. 10.
TERMINATION AND REINSTATEMENT
If the cash value is less than the monthly charges for the cost of insurance and
other expenses on any monthly processing date, a grace period of 61 days is
allowed for the payment of sufficient premium to keep the Policy in force. The
grace period begins on the date that a notice is sent to the owner. The notice
will state the minimum amount of premium required to keep the Policy in force
and the date by which the premium must be paid. The Policy will terminate with
no value unless the required amount is paid before the grace period expires.
After a Policy has terminated, it may be reinstated within three years. The
insureds must provide satisfactory evidence of insurability. The minimum amount
of premium required for reinstatement will be the monthly charges that were due
when the Policy terminated plus the charges for three more months.
Reinstatement of a Policy will be effective on the first monthly processing date
after an application for reinstatement is received at the Home Office of
Northwestern Mutual Life, subject to approval by Northwestern Mutual Life. Any
Policy debt that was outstanding when the Policy terminated will also be
reinstated.
The Policy Value when a Policy is reinstated is equal to the premium paid, after
the deduction for taxes and sales load, plus any Policy debt, less the sum of
all monthly charges for the cost of insurance and other expenses for the grace
period and for the current month. The Policy Value, less any Policy debt, will
be allocated among the Account divisions based on the allocation for premiums
currently in effect.
A Policy may not be reinstated after the Policy has been surrendered for its
cash value or if either of the insured persons has died after the end of the
grace period.
See "Tax Considerations", p. 10, for a discussion of the tax effects associated
with termination and reinstatement of a Policy.
RIGHT TO RETURN POLICY
A Policy may be returned within 10 days (or later where required by state law)
after the Policy is received. In some states the Policy may be returned within
45 days after the application for insurance is signed. The Policy may be mailed
or delivered to the agent who sold it or to the Home Office of Northwestern
Mutual Life. If returned, the Policy will be considered void from the
beginning. Northwestern Mutual Life will refund the sum of the amounts deducted
from the premium paid plus the Policy Value less any Policy debt on the date the
returned Policy is received. In some states, the amount refunded will not be
less than the premium paid.
OTHER POLICY PROVISIONS
OWNER. The owner is identified in the Policy. The owner may exercise all rights
under the Policy while at least one of the insured persons is living. Ownership
may be transferred to another. Written proof of the transfer must be received by
Northwestern Mutual Life at its Home Office.
BENEFICIARY. The beneficiary is the person to whom the death benefit is
payable. The beneficiary is named in the application. After the Policy is issued
the owner may change the beneficiary in accordance with the Policy provisions.
INCONTESTABILITY. Northwestern Mutual Life will not contest a Policy after it
has been in force during the lifetime of at least one insured for two years from
the date of issue or two years from the effective date of a reinstatement. An
increase in the amount of insurance that was subject to insurability
requirements will not
8
be contested after the increased amount has been in force during the lifetime of
at least one insured for two years from the date of issuance of the increase.
SUICIDE. If either insured dies by suicide within one year from the date of
issue, the amount payable under the Policy will be limited to the premiums paid,
less the amount of any Policy debt and withdrawals. If either insured dies by
suicide within one year of the date of issuance of an increase in the amount of
insurance, which was subject to insurability requirements, the amount payable
with respect to the increase will be limited to the amounts charged for the cost
of insurance and other expenses attributable to the increase.
MISSTATEMENT OF AGE OR SEX. If the age or sex of either of the insureds has
been misstated, the charges for cost of insurance and other expenses under a
Policy will be adjusted to reflect the correct age and sex of both insured
persons.
COLLATERAL ASSIGNMENT. The owner may assign a Policy as collateral security.
Northwestern Mutual Life is not responsible for the validity or effect of a
collateral assignment and will not be deemed to know of an assignment before
receipt of the assignment in writing at the Home Office.
DEFERRAL OF DETERMINATION AND PAYMENT. Northwestern Mutual Life will ordinarily
pay Policy benefits within seven days after receipt of all required documents at
its Home Office. However, determination and payment of benefits may be deferred
during any period when it is not reasonably practicable to value securities
because the New York Stock Exchange is closed or an emergency exists or the
Securities and Exchange Commission, by order, permits deferral for the
protection of Policyowners.
DIVIDENDS. The Policies will share in divisible surplus to the extent
determined annually by Northwestern Mutual Life. Since the Policies are not
expected to contribute to divisible surplus, it is not expected that any
dividends will be paid.
VOTING RIGHTS
Northwestern Mutual Life is the owner of the Fund shares in which all assets of
the Account are invested. As the owner of the shares Northwestern Mutual Life
will exercise its right to vote the shares to elect directors of the Fund, to
vote on matters required to be approved or ratified by mutual fund shareholders
under the Investment Company Act of 1940 and to vote on any other matters that
may be presented to any Fund shareholders' meeting. However, Northwestern Mutual
Life will vote the Fund shares held in the Account in accordance with
instructions from owners of the Policies. Northwestern Mutual Life will vote the
Fund shares held in its general account in the same proportions as the shares
for which voting instructions are received. If the applicable laws or
regulations change so as to permit Northwestern Mutual Life to vote the Fund
shares in its own discretion, it may elect to do so.
The number of Fund shares for each division of the Account for which the owner
of a Policy may give instructions is determined by dividing the amount of the
Policy Value apportioned to that division, if any, by the per share value for
the corresponding Fund Portfolio. The number will be determined as of a date
chosen by Northwestern Mutual Life, but not more than 90 days before the Fund
shareholders' meeting. Fractional votes are counted. Voting instructions will be
solicited with written materials at least 14 days before the meeting. Shares as
to which no instructions have been received will be voted in the same proportion
as the shares as to which instructions have been received.
Northwestern Mutual Life may, if required by state insurance officials,
disregard voting instructions which would require Fund shares to be voted for a
change in the sub-classification or investment objectives of a Fund Portfolio,
or to approve or disapprove an investment advisory agreement for the Fund.
Northwestern Mutual Life may also disregard voting instructions that would
require changes in the investment policy or investment adviser for the Fund or a
Fund Portfolio, provided that Northwestern Mutual Life reasonably determines to
take this action in accordance with applicable federal law. If Northwestern
Mutual Life disregards voting instructions, a summary of the action and reasons
therefor will be included in the next semiannual report to the owners of the
Policies.
SUBSTITUTION OF FUND SHARES AND OTHER CHANGES
If, in the judgment of Northwestern Mutual Life, a Fund Portfolio becomes
unsuitable for continued use with the Policies because of a change in investment
objectives or restrictions, shares of another Portfolio or another mutual fund
may be substituted. Any substitution of shares will be subject to any required
approval of the Securities and Exchange Commission, the Wisconsin Commissioner
of Insurance or other regulatory authority. Northwestern Mutual Life has also
reserved the right, subject to applicable federal and state law, to operate the
Account or any of its divisions as a management company under the Investment
Company Act of 1940, or in any other form permitted, or to terminate
registration of the Account if registration is no longer required, and to change
the provisions of the Policies to comply with any applicable laws.
9
REPORTS
At least once each Policy year the owner of a Policy will receive a statement
showing the death benefit, cash value, Policy Value and any Policy loan,
including loan interest. This report will show the apportionment of invested
assets among the Account divisions. Owners will also receive annual and
semiannual reports for the Account and the Fund, including financial statements.
DISTRIBUTION OF THE POLICIES
The Policies will be sold through individuals who, in addition to being licensed
life insurance agents of Northwestern Mutual Life, are registered
representatives of Northwestern Mutual Investment Services, LLC ("NMIS"), a
wholly-owned subsidiary of Northwestern Mutual Life. NMIS is a registered
broker-dealer under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers. NMIS was organized in 1968 and is a
Wisconsin limited liability company. Its address is 720 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202. The Internal Revenue Service Employer
Identification Number of NMIS is 39-1099296.
Commissions paid to the agents will not exceed 40% of the premium up to the
Target Premium for the first year, 6% of the premium up to the Target Premium
during Policy years 2-10, and 2.75% of all other premium. Agents also receive
commissions equal to .10% of Policy Value less Policy debt in Policy years 6 and
later.
General agents and district agents who are registered representatives of NMIS
and have supervisory responsibility for sales of the Policies receive commission
overrides and other compensation.
TAX CONSIDERATIONS
GENERAL The following discussion provides a general description of federal
income tax considerations relating to the Policy. The discussion is based on
current provisions of the Internal Revenue Code ("Code") as currently
interpreted by the Internal Revenue Service. This discussion is not intended as
tax advice. The discussion is not exhaustive, it does not address the
likelihood of future changes in federal income tax law or interpretations
thereof, and it does not address state or local tax considerations which may be
significant in the purchase and ownership of a Policy.
LIFE INSURANCE QUALIFICATION Section 7702 of the Code defines life insurance
for federal income tax purposes. The Code provides two alternative tests for
determining whether the death benefit is a sufficient multiple of the Policy
Value. See "Choice of Tests for Tax Purposes", p. 5. The Policy is designed to
comply with these rules. Premiums that would cause a Policy to be disqualified
as life insurance will be returned.
Section 817(h) of the Code authorizes the Secretary of the Treasury to set
standards for diversification of the investments underlying variable life
insurance policies. Final regulations have been issued pursuant to this
authority. Failure to meet the diversification requirements would disqualify
the Policies as life insurance for purposes of Section 7702 of the Code.
Northwestern Mutual Life intends to comply with these requirements.
The Treasury Department, in connection with the diversification requirements,
stated that it expected to issue guidance about circumstances where a
policyowner's control of separate account assets would cause the policyowner,
and not the life insurance company, to be treated as the owner of those assets.
These guidelines have not been issued. If the owner of a Policy were treated as
the owner of the Fund shares held in the Account, the income and gains related
to those shares would be included in the owner's gross income for federal income
tax purposes. Northwestern Mutual Life believes that it owns the assets of the
Account under current federal income tax law.
Northwestern Mutual Life believes that the Policies comply with the provisions
of Sections 7702 and 817(h) of the Code, but the application of these rules is
not entirely clear. Northwestern Mutual Life may make changes in the Policies
if necessary to qualify the Policies as life insurance for tax purposes.
TAX TREATMENT OF LIFE INSURANCE While a Policy is in force, increases in the
Policy Value as a result of investment experience are not subject to federal
income tax until there is a distribution as defined by the Code. The death
benefit received by a beneficiary will not be subject to federal income tax.
Unless the Policy is a modified endowment contract, as described below,
Northwestern Mutual Life believes that a loan received under a Policy will be
construed as indebtedness of the owner and no part of the loan will be treated
as a distribution subject to current federal income tax. Interest paid by
owners of the Policies will ordinarily not be deductible.
As a general rule, the proceeds from a withdrawal of cash value will be taxable
only to the extent that the withdrawal exceeds the basis of the Policy. The
basis of the Policy is generally equal to the premiums paid less any amounts
previously received as tax-free distributions. In certain circumstances, a
withdrawal of cash value during the first 15 Policy years may be taxable to the
extent that the cash value exceeds the basis of the Policy. This means that the
amount withdrawn may be taxable even if that amount is less than the basis of
the Policy. In addition, if a Policy terminates while a Policy loan is
outstanding, the
10
cancellation of the loan and accrued interest will be treated as a distribution
from the Policy and may be taxable under these rules.
Special tax rules may apply when ownership of a Policy is transferred.
Qualified tax advice should be sought when a transfer of ownership is planned.
MODIFIED ENDOWMENT CONTRACTS A Policy will be classified as a modified
endowment contract if the cumulative premium paid during the first seven Policy
years exceeds a defined "seven-pay" limit. The seven-pay limit is based on a
hypothetical life insurance policy issued on the same insured person and for the
same initial death benefit which, under specified conditions (which include the
absence of expense and administrative charges) will be fully paid for after
seven level annual payments. A Policy will be treated as a modified endowment
contract unless cumulative premiums paid under the Policy, at all times during
the first seven Policy years, are less than or equal to the cumulative seven-pay
premiums which would have been paid under the hypothetical policy on or before
such times.
Whenever there is a "material change" under a Policy, it will generally be
treated as a new contract for purposes of determining whether the Policy is a
modified endowment contract, and subjected to a new seven-pay period and a new
seven-pay limit. The new seven-pay limit would be determined taking into
account the Policy Value of the Policy at the time of such change. A materially
changed Policy would be considered a modified endowment contract if it failed to
satisfy the new seven-pay limit. A material change could occur as a result of a
change in the death benefit option, a change in the Specified Amount, and
certain other changes.
If the benefits are reduced during the lifetime of either insured, for example,
by requesting a decrease in the Specified Amount or, in some cases, by making a
withdrawal of cash value, the seven-pay premium limit will be redetermined based
on the reduced level of benefits and applied retroactively for purposes of the
seven-pay test. If the premiums previously paid are greater than the calculated
seven-pay premium level limit, the Policy will become a modified endowment
contract. A life insurance policy which is received in exchange for a modified
endowment contract will also be considered a modified endowment contract.
If a Policy is a modified endowment contract, any distribution from the Policy
will be taxed on a gain- first basis. Distributions for this purpose include a
loan (including any increase in the loan amount to pay interest on an existing
loan or an assignment or a pledge to secure a loan) or a withdrawal of cash
value. Any such distributions will be considered taxable income to the extent
the cash value exceeds the basis in the Policy. For modified endowment
contracts, the basis would be increased by the amount of any prior loan under
the Policy that was considered taxable income. For purposes of determining the
taxable portion of any distribution, all modified endowment contracts issued by
Northwestern Mutual Life to the same policyowner (excluding certain qualified
plans) during any calendar year are to be aggregated. The Secretary of the
Treasury has authority to prescribe additional rules to prevent avoidance of
gain-first taxation on distributions from modified endowment contracts.
A 10% penalty tax will apply to the taxable portion of a distribution from a
modified endowment contract. The penalty tax will not, however, apply to
distributions (i) to taxpayers 59 1/2 years of age or older, (ii) in the case of
a disability (as defined in the Code) or (iii) received as part of a series of
substantially equal periodic annuity payments for the life (or life expectancy)
of the taxpayers or the joint lives (or joint life expectancies) of the taxpayer
and his beneficiaries. If a Policy is surrendered, the excess, if any, of the
Policy Value over the basis of the Policy will be subject to federal income tax
and, unless one of the above exceptions applies, the 10% penalty tax. The
exceptions generally do not apply to life insurance policies owned by
corporations or other entities. If a Policy terminates while there is a Policy
loan, the cancellation of the loan and accrued loan interest will be treated as
a distribution to the extent not previously treated as such and could be subject
to tax, including the penalty tax, as described under the above rules.
If a Policy becomes a modified endowment contract, distributions that occur
during the Policy year it becomes a modified endowment contract and any
subsequent Policy year will be taxed as described in the two preceding
paragraphs. In addition, distributions from a Policy within two years before it
becomes a modified endowment contract will be subject to tax in this manner.
This means that a distribution made from a Policy that is not a modified
endowment contract could later become taxable as a distribution from a modified
endowment contract. The Secretary of the Treasury has been authorized to
prescribe rules which would treat similarly other distributions made in
anticipation of a policy becoming a modified endowment contract.
ESTATE AND GENERATION SKIPPING TAXES The amount of the death benefit will
generally be includible in the owner's estate for federal estate tax purposes if
the last surviving insured owned the Policy. If the owner is not the last
surviving insured, the fair market value of the Policy is includible in the
owner's estate.
The federal estate tax and gift tax are integrated under a unified rate schedule
which effectively excludes estates of less than $625,000 from federal estate
taxes. The exclusion will be increased in several steps to $1 million in the
year 2006 under current law. In
11
addition, an unlimited marital deduction permits deferral of federal estate and
gift taxes until the death of the surviving spouse.
If ownership of the Policy is transferred to a person two or more generations
younger than the owner, the value of the Policy may be taxable. Individuals are
generally allowed an aggregate generation skipping tax exemption of $1 million.
A qualified tax adviser should be consulted if transfer of ownership to
grandchildren is contemplated.
OTHER TAX CONSIDERATIONS The Policy permits the owner to exchange the Policy
for two policies, one on the life of each insured, if a change in the federal
estate tax law results in the repeal of the unlimited marital deduction or a 50%
or greater reduction in the estate tax rate. The Internal Revenue Service has
ruled with respect to one taxpayer that such a transaction would be treated as a
non-taxable exchange. If not, such a split of the Policy could result in the
recognition of taxable income.
Depending on the circumstances, the exchange of a Policy, a change in the death
benefit option, a Policy loan, a withdrawal of cash value, a change in ownership
or an assignment of the Policy may have federal income tax consequences. In
addition, federal, state and local transfer, estate, inheritance, and other tax
consequences of Policy ownership, premium payments and receipt of Policy
proceeds depend on the circumstances of each Policyowner or beneficiary. Any
person contemplating any such transaction should consult a qualified tax
adviser.
- --------------------------------------------------------------------------------
OTHER INFORMATION
MANAGEMENT
Northwestern Mutual Life is managed by a Board of Trustees. The Trustees and
senior officers of Northwestern Mutual Life and their positions including Board
committee memberships, and their principal occupations, as of the date of this
prospectus, are listed below. Unless otherwise indicated, the business address
of each Trustee and senior officer is c/o The Northwestern Mutual Life Insurance
Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
TRUSTEES
NAME PRINCIPAL OCCUPATION DURING LAST FIVE YEARS
- ---- -------------------------------------------
R. Quintus Anderson (A)................................... Chairman, Aarque Capital Corporation since 1997, prior thereto;
Chairman, The Aarque Companies, 111 West Second Street, P.O. Box 310,
Jamestown, NY 14702-0310 (diversified metal products manufacturing)
Edward E. Barr (HR)....................................... Chairman, Sun Chemical Corporation, 222 Bridge Plaza South, Fort Lee,
New Jersey 07024 (graphic arts) since 1998; prior thereto, President
and Chief Executive Officer. President and Chief Executive Officer, DIC
Americas, Inc., Fort Lee, NJ
Gordon T. Beaham, III (OT)................................ Chairman of the Board and President, Faultless Starch/Bon Ami Company,
1025 West Eighth Street, Kansas City, MO 64101 (consumer products
manufacturer)
Robert C. Buchanan (A, E, F).............................. President and Chief Executive Officer, Fox Valley Corporation, 100 West
Lawrence Street, P.O. Box 727, Appleton, WI 54912-0727 (manufacturer of
gift wrap and writing paper)
Robert E. Carlson (E)..................................... Executive Vice President of Northwestern Mutual Life
George A. Dickerman (AM).................................. Chairman of the Board, Spalding Sports Worldwide, 425 Meadow Street,
P.O. Box 901, Chicopee, MA 01021-0901 (manufacturer of sporting
equipment) since 1998; prior thereto, President
Pierre S. du Pont (AM).................................... Attorney, Richards, Layton and Finger, P.O. Box 551, 1 Rodney Square,
Wilmington, DE 19899
12
James D. Ericson (AM, E, F. HR, OT)....................... President and Chief Executive Officer of Northwestern Mutual Life since
1993; President and Chief Operating Officer, 1991-1993; prior thereto,
President
J. E. Gallegos (A)........................................ Attorney at Law; President, Gallegos Law Firm, 460 St. Michaels Drive,
Building 300, Santa Fe, NM 87505
Stephen N. Graff (E, F, OT)............................... Retired Partner, Arthur Andersen LLP (public accountants) since 1994;
Senior Partner, 1993-1994; prior thereto, Managing Partner - Milwaukee,
WI office. Address: 805 Lone Tree Road, Elm Grove, WI 53122-2014
Patricia Albjerg Graham (HR).............................. Professor, Graduate School of Education, Harvard University, 420 Gutman,
Cambridge, MA 02138. President, The Spencer Foundation (social and
behavioral sciences)
Stephen F. Keller (HR).................................... Attorney. Former Chairman, Santa Anita Realty Enterprises since 1997;
prior thereto, Chairman. Address: 101 South Las Palmas Avenue, Los
Angeles, CA 90004
Barbara A. King (AM)...................................... President, Landscape Structures, Inc., Rt 3, 601 - 7th Street South,
Delano, MN 55328 (manufacturer of playground equipment)
J. Thomas Lewis (HR)...................................... Attorney (retired), 228 St. Charles Avenue, Suite 1024, New Orleans, LA
70130, since 1998; prior thereto, Attorney, Monroe & Lemann, New
Orleans, LA
Daniel F. McKeithan, Jr. (E, F, HR)....................... President, Tamarack Petroleum Company, Inc., 777 East Wisconsin Avenue,
Milwaukee, WI 53202 (operator of oil and gas wells); President, Active
Investor Management, Inc., Milwaukee, WI
Guy A. Osborn (E, F, OT).................................. Retired Chairman of Universal Foods Corporation, 433 East Michigan
Street, Milwaukee, WI 53202 since 1997; prior thereto, Chairman and
Chief Executive Officer
Timothy D. Proctor (A).................................... Director, Worldwide Human Resources of Glaxo Wellcome plc, P.O. Box
13398, 5 Moore Drive, Research Triangle Park, NC 27709, since 1998.
Senior Vice President Human Resources, General Counsel & Secretary from
1994 to 1998 (pharmaceuticals)
Donald J. Schuenke (AM, E, F)............................. Retired since 1994; Chairman of Northwestern Mutual Life, 1993-1994;
Chairman and Chief Executive Officer, 1990-1993; prior thereto,
President and Chief Executive Officer
H. Mason Sizemore, Jr. (AM)............................... President and Chief Operating Officer, The Seattle Times, Fairview
Avenue North and John Street, P.O. Box 70, Seattle, WA 98111
(publishing)
Harold B. Smith (OT)...................................... Chairman, Executive Committee, Illinois Tool Works, Inc., 3600 West Lake
Avenue, Glenview, IL 60025-5811 (engineered components and industrial
systems and consumables)
Sherwood H. Smith, Jr. (AM)............................... Chairman of the Board of Carolina Power & Light, 411 Fayetteville Street
Mall, P.O. Box 1551, Raleigh, NC 27602, since 1997; prior thereto,
Chairman of the Board and Chief Executive Officer.
John E. Steuri (OT)....................................... Chairman, Advanced Thermal Technologies, Little Rock, AR since 1997
(heating, air-conditioning and humidity control). Retired
since 1996 as Chairman and Chief Executive Officer of ALLTEL Information
Services, Inc., Little Rock, AR (application software). Address: 52
River Ridge Road, Little Rock, AR 72227-1518
13
John J. Stollenwerk (AM, E, F)............................ President and Chief Executive Officer, Allen-Edmonds Shoe Corporation,
201 East Seven Hills Road, P.O. Box 998, Port Washington, WI 53074-0998
Barry L. Williams (HR).................................... President and Chief Executive Officer, C.N. Flagg Power, Inc., Meriden,
CT (construction services for electric power plants) and President,
Williams Pacific Ventures, Inc., 100 First Street, Suite 2350, San
Francisco, CA 94105-2634 (venture capital)
Kathryn D. Wriston (A).................................... Director of various corporations. Address: c/o Shearman & Sterling,
599 Lexington Avenue, Room 1126, New York, NY 10022
A -- Member, Audit Committee
AM -- Member, Agency and Marketing Committee
E -- Member, Executive Committee
F -- Member, Finance Committee
HR -- Member, Human Resources and Public Policy Committee
OT -- Member, Operations and Technology Committee
SENIOR OFFICERS (OTHER THAN TRUSTEES)
POSITION WITH
NAME NORTHWESTERN MUTUAL LIFE
----------------------------------------------------------------------
John M. Bremer Executive Vice President, General
Counsel and Secretary
Peter W. Bruce Executive Vice President
Edward J. Zore Executive Vice President
Deborah A. Beck Senior Vice President
William H. Beckley Senior Vice President
Mark G. Doll Senior Vice President
Richard L. Hall Senior Vice President
William C. Koenig Senior Vice President and
Chief Actuary
Donald L. Mellish Senior Vice President
Mason G. Ross Senior Vice President
Leonard F. Stecklein Senior Vice President
Frederic H. Sweet Senior Vice President
Dennis Tamcsin Senior Vice President
Walter J. Wojcik Senior Vice President
Gary E. Long Vice President and Controller
REGULATION
Northwestern Mutual Life is subject to the laws of Wisconsin governing insurance
companies and to regulation by the Wisconsin Commissioner of Insurance. An
annual statement in a prescribed form is filed with the Department of Insurance
on or before March 1 in each year covering operations for the preceding year and
including financial statements. Regulation by the Wisconsin Insurance Department
includes periodic examination to determine solvency and compliance with
insurance laws. Northwestern Mutual Life is also subject to the insurance laws
and regulations of the other jurisdictions in which it is licensed to operate.
LEGAL PROCEEDINGS
Northwestern Mutual Life is engaged in litigation of various kinds which in its
judgment is not of material importance in relation to its total assets. There
are no legal proceedings pending to which the Account is a party.
REGISTRATION STATEMENT
A registration statement has been filed with the Securities and Exchange
Commission, Washington, D.C. by Northwestern Mutual Life under the Securities
Act of 1933, as amended, with respect to the Policies. This prospectus does not
contain all the information set forth in the registration statement. A copy of
the omitted material is available from the main office of the SEC in
14
Washington, D.C. upon payment of the prescribed fee. Further information about
the Policies is also available from the Home Office of Northwestern Mutual Life.
The address and telephone number are on the cover of this prospectus.
EXPERTS
The financial statements of Northwestern Mutual Life as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997 and
of the Account as of December 31, 1997 and for each of the two years in the
period ended December 31, 1997 included in this prospectus have been so included
in reliance on the reports of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
Actuarial matters included in this prospectus have been examined by William C.
Koenig, F.S.A., Senior Vice President and Chief Actuary of Northwestern Mutual
Life. His opinion is filed as an exhibit to the registration statement.
15
Pages 16 through 22 are reserved for
DECEMBER 31, 1997 FINANCIAL STATEMENTS
for
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
16
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
17
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
18
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
19
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
20
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
21
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
22
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
The following financial statements of Northwestern Mutual should be considered
only as bearing upon the ability of Northwestern Mutual Life to meet its
obligations under the Policies.
Pages 23 - 36 are reserved for
the December 31, 1997 Financial Statements
for The Northwestern Mutual Life Insurance Company
The accompanying notes are an integral part of the financial statements
23
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
The accompanying notes are an integral part of the financial statements
24
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
The accompanying notes are an integral part of the financial statements
25
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
The accompanying notes are an integral part of the financial statements
26
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
The accompanying notes are an integral part of the financial statements
27
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
28
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
29
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
30
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
31
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
32
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
33
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
34
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
35
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
36
APPENDIX A
ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES CASH VALUES AND ACCUMULATED
PREMIUMS. The tables on the following pages illustrate how the death benefit,
Policy Value and cash value for a Policy would vary over time based on
hypothetical investment results. The tables assume gross investment return rates
of 0%, 6% and 12% on assets of the Account. The Policies illustrated are for a
male and female, both select risks, age 55, with a Specified Amount of
$1,000,000 and annual premium of $20,000. The first four illustrations, on
pages 38-41, are for death benefit Option A, based on both current charges and
Guaranteed Charges, using 1) the Guideline Premium/Cash Value Corridor Test, and
2) the Cash Value Accumulation Test for the definition of life insurance. The
next four illustrations are for Policies with death benefit Option B.
The death benefits and cash values would be different from those shown if the
gross investment return rate averaged 0%, 6% or 12%, but fluctuated over and
under the average rate at various points in time. The values would also be
different, depending on the Account divisions selected by the owner of the
Policy, if the return rate for the nine Fund Portfolios averaged 0%, 6% or 12%,
but the rates for each individual Portfolio varied over and under the average.
The amounts shown as the death benefits, Policy Values and cash values reflect
the deductions from premiums and deductions from Policy Value. The amounts
shown as the cash values reflect surrender charges. The amounts shown also
reflect the average of the investment advisory fees and other Fund expenses
applicable to each of the nine Portfolios of the Fund during 1997 at the annual
rate of .45% of the Fund's net assets. See "The Fund", p. 3. Thus the 0%, 6%
and 12% gross hypothetical return rates on the Fund's assets are equivalent to
the net rates of -.45%, 5.55% and 11.55% on the assets of the Account.
The second column of each table shows the amount which would accumulate if an
amount equal to the annual premium were invested to earn interest, after taxes,
at a 5% interest rate compounded annually.
The death benefits and corresponding Policy Values and cash values shown on
pages 38, 40, 42 and 44 illustrate benefits which would be paid if investment
returns of 0%, 6% and 12% are realized, and if mortality and expense experience
in the future is as currently experienced. HOWEVER, CURRENT MONTHLY COST OF
INSURANCE AND EXPENSE CHARGES MAY CHANGE SUBJECT TO THE STATED MAXIMUM CHARGES.
A comparable illustration based on the issue age, sex and risk classification of
the proposed insured persons and proposed Specified Amount, death benefit option
and premium is available upon request.
37
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
SPECIFIED AMOUNT: $1,000,000 DEATH BENEFIT OPTION: A
MALE SELECT CLASS ISSUE AGE 55 FEMALE SELECT CLASS ISSUE AGE 55
ANNUAL PREMIUM: $20,000 GUIDELINE PREMIUM / CASH VALUE CORRIDOR TEST
CURRENT CHARGES
DEATH BENEFIT
-----------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF PREMIUM ACCUMULATED -----------------------------------------------------------
POLICY YEAR AT 5% INTEREST PER YEAR 0% 6% 12%
- ----------- ----------------------- --------- --------- ---------
1 21,000 1,000,000 1,000,000 1,000,000
2 43,050 1,000,000 1,000,000 1,000,000
3 66,203 1,000,000 1,000,000 1,000,000
4 90,513 1,000,000 1,000,000 1,000,000
5 116,038 1,000,000 1,000,000 1,000,000
6 142,840 1,000,000 1,000,000 1,000,000
7 170,982 1,000,000 1,000,000 1,000,000
8 200,531 1,000,000 1,000,000 1,000,000
9 231,558 1,000,000 1,000,000 1,000,000
10 264,136 1,000,000 1,000,000 1,000,000
15 453,150 1,000,000 1,000,000 1,000,000
20 694,385 1,000,000 1,000,000 1,262,624
25 1,002,269 1,000,000 1,000,000 2,222,544
30 1,395,216 1,000,000 1,223,959 3,857,463
35 1,896,726 1,000,000 1,648,625 6,515,796
POLICY VALUE CASH VALUE
------------------------------------------------------- -------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF ------------------------------------------------------- -------------------------------------------------------
POLICY YEAR 0% 6% 12% 0% 6% 12%
- ----------- ---------- ---------- ---------- ---------- ---------- ----------
1 15,552 16,555 17,559 6,263 7,266 8,270
2 30,961 33,946 37,054 22,704 25,690 28,798
3 46,227 52,216 58,699 39,002 44,991 51,474
4 61,348 71,405 82,727 55,156 65,212 76,534
5 76,322 91,556 109,398 71,162 86,396 104,237
6 91,144 112,712 138,997 87,015 108,584 134,869
7 105,806 134,916 171,843 102,710 131,820 168,747
8 120,303 158,213 208,285 118,238 156,149 206,221
9 134,625 182,651 248,716 133,592 181,619 247,684
10 148,766 208,281 293,573 148,766 208,281 293,573
15 230,905 373,312 623,433 230,905 373,312 623,433
20 302,138 579,459 1,180,022 302,138 579,459 1,180,022
25 343,900 834,546 2,116,709 343,900 834,546 2,116,709
30 312,746 1,165,676 3,673,775 312,746 1,165,676 3,673,775
35 75,609 1,570,119 6,205,520 75,609 1,570,119 6,205,520
ALL PREMIUM PAYMENTS ARE ILLUSTRATED AS IF MADE AT THE BEGINNING OF THE POLICY
YEAR. ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT, POLICY VALUE AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
DIFFERENT AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER A PERIOD OF TIME.
38
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
SPECIFIED AMOUNT: $1,000,000 DEATH BENEFIT OPTION: A
MALE SELECT CLASS ISSUE AGE 55 FEMALE SELECT CLASS ISSUE AGE 55
ANNUAL PREMIUM: $20,000 GUIDELINE PREMIUM / CASH VALUE CORRIDOR TEST
GUARANTEED CHARGES
DEATH BENEFIT
-----------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF PREMIUM ACCUMULATED -----------------------------------------------------------
POLICY YEAR AT 5% INTEREST PER YEAR 0% 6% 12%
- ----------- ----------------------- --------- --------- ---------
1 21,000 1,000,000 1,000,000 1,000,000
2 43,050 1,000,000 1,000,000 1,000,000
3 66,203 1,000,000 1,000,000 1,000,000
4 90,513 1,000,000 1,000,000 1,000,000
5 116,038 1,000,000 1,000,000 1,000,000
6 142,840 1,000,000 1,000,000 1,000,000
7 170,982 1,000,000 1,000,000 1,000,000
8 200,531 1,000,000 1,000,000 1,000,000
9 231,558 1,000,000 1,000,000 1,000,000
10 264,136 1,000,000 1,000,000 1,000,000
15 453,150 1,000,000 1,000,000 1,000,000
20 694,385 1,000,000 1,000,000 1,110,443
25 1,002,269 1,000,000 1,000,000 1,917,451
30 1,395,216 0* 1,000,000 3,241,786
35 1,896,726 0* 1,027,940 5,300,247
POLICY VALUE CASH VALUE
------------------------------------------------------- -------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF ------------------------------------------------------- -------------------------------------------------------
POLICY YEAR 0% 6% 12% 0% 6% 12%
- ----------- ---------- ---------- ---------- ---------- ---------- ----------
1 15,402 16,398 17,395 6,113 7,109 8,106
2 30,491 33,441 36,512 22,234 25,184 28,256
3 45,250 51,138 57,513 38,025 43,914 50,289
4 59,661 69,498 80,576 53,469 63,306 74,384
5 73,703 88,527 105,895 68,543 83,367 100,735
6 87,348 108,224 133,682 83,220 104,096 129,554
7 100,561 128,585 164,168 97,465 125,489 161,071
8 113,293 149,591 197,598 111,229 147,526 195,534
9 125,478 171,209 234,239 124,446 170,177 233,207
10 137,038 193,396 274,383 137,038 193,396 274,383
15 197,245 328,723 562,052 197,245 328,723 562,052
20 222,822 475,172 1,037,797 222,822 475,172 1,037,797
25 169,606 621,632 1,826,144 169,606 621,632 1,826,144
30 0* 771,001 3,087,416 0* 771,001 3,087,416
35 0* 978,991 5,047,855 0* 978,991 5,047,855
*Additional payment will be required to prevent policy termination.
ALL PREMIUM PAYMENTS ARE ILLUSTRATED AS IF MADE AT THE BEGINNING OF THE POLICY
YEAR. ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT, POLICY VALUE AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
DIFFERENT AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER A PERIOD OF TIME.
39
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
SPECIFIED AMOUNT: $1,000,000 DEATH BENEFIT OPTION: A
MALE SELECT CLASS ISSUE AGE 55 FEMALE SELECT CLASS ISSUE AGE 55
ANNUAL PREMIUM: $20,000 CASH VALUE ACCUMULATION TEST
CURRENT CHARGES
DEATH BENEFIT
-----------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF PREMIUM ACCUMULATED -----------------------------------------------------------
POLICY YEAR AT 5% INTEREST PER YEAR 0% 6% 12%
- ----------- ----------------------- --------- --------- ---------
1 21,000 1,000,000 1,000,000 1,000,000
2 43,050 1,000,000 1,000,000 1,000,000
3 66,203 1,000,000 1,000,000 1,000,000
4 90,513 1,000,000 1,000,000 1,000,000
5 116,038 1,000,000 1,000,000 1,000,000
6 142,840 1,000,000 1,000,000 1,000,000
7 170,982 1,000,000 1,000,000 1,000,000
8 200,531 1,000,000 1,000,000 1,000,000
9 231,558 1,000,000 1,000,000 1,000,000
10 264,136 1,000,000 1,000,000 1,000,000
15 453,150 1,000,000 1,000,000 1,152,891
20 694,385 1,000,000 1,000,000 1,852,322
25 1,002,269 1,000,000 1,152,710 2,856,370
30 1,395,216 1,000,000 1,403,598 4,310,533
35 1,896,726 1,000,000 1,666,348 6,400,957
POLICY VALUE CASH VALUE
------------------------------------------------------- -------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF ------------------------------------------------------- -------------------------------------------------------
POLICY YEAR 0% 6% 12% 0% 6% 12%
- ----------- ---------- ---------- ---------- ---------- ---------- ----------
1 15,552 16,555 17,559 6,263 7,266 8,270
2 30,961 33,946 37,054 22,704 25,690 28,798
3 46,227 52,216 58,699 39,002 44,991 51,474
4 61,348 71,405 82,727 55,156 65,212 76,534
5 76,322 91,556 109,398 71,162 86,396 104,237
6 91,144 112,712 138,997 87,015 108,584 134,869
7 105,806 134,916 171,843 102,710 131,820 168,747
8 120,303 158,213 208,285 118,238 156,149 206,221
9 134,625 182,651 248,716 133,592 181,619 247,684
10 148,766 208,281 293,573 148,766 208,281 293,573
15 230,905 373,312 623,321 230,905 373,312 623,321
20 302,138 579,459 1,171,954 302,138 579,459 1,171,954
25 343,900 830,613 2,058,227 343,900 830,613 2,058,227
30 312,746 1,118,193 3,434,039 312,746 1,118,193 3,434,039
35 75,609 1,424,569 5,472,210 75,609 1,424,569 5,472,210
ALL PREMIUM PAYMENTS ARE ILLUSTRATED AS IF MADE AT THE BEGINNING OF THE POLICY
YEAR. ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT, POLICY VALUE AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
DIFFERENT AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER A PERIOD OF TIME.
40
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
SPECIFIED AMOUNT: $1,000,000 DEATH BENEFIT OPTION: A
MALE SELECT CLASS ISSUE AGE 55 FEMALE SELECT CLASS ISSUE AGE 55
ANNUAL PREMIUM: $20,000 CASH VALUE ACCUMULATION TEST
GUARANTEED CHARGES
DEATH BENEFIT
-----------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF PREMIUM ACCUMULATED -----------------------------------------------------------
POLICY YEAR AT 5% INTEREST PER YEAR 0% 6% 12%
- ----------- ----------------------- --------- --------- ---------
1 21,000 1,000,000 1,000,000 1,000,000
2 43,050 1,000,000 1,000,000 1,000,000
3 66,203 1,000,000 1,000,000 1,000,000
4 90,513 1,000,000 1,000,000 1,000,000
5 116,038 1,000,000 1,000,000 1,000,000
6 142,840 1,000,000 1,000,000 1,000,000
7 170,982 1,000,000 1,000,000 1,000,000
8 200,531 1,000,000 1,000,000 1,000,000
9 231,558 1,000,000 1,000,000 1,000,000
10 264,136 1,000,000 1,000,000 1,000,000
15 453,150 1,000,000 1,000,000 1,039,459
20 694,385 1,000,000 1,000,000 1,597,137
25 1,002,269 1,000,000 1,000,000 2,315,595
30 1,395,216 0* 1,000,000 3,255,803
35 1,896,726 0* 1,097,414 4,501,774
POLICY VALUE CASH VALUE
------------------------------------------------------- -------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF ------------------------------------------------------- -------------------------------------------------------
POLICY YEAR 0% 6% 12% 0% 6% 12%
- ----------- ---------- ---------- ---------- ---------- ---------- ----------
1 15,402 16,398 17,395 6,113 7,109 8,106
2 30,491 33,441 36,512 22,234 25,184 28,256
3 45,250 51,138 57,513 38,025 43,914 50,289
4 59,661 69,498 80,576 53,469 63,306 74,384
5 73,703 88,527 105,895 68,543 83,367 100,735
6 87,348 108,224 133,682 83,220 104,096 129,554
7 100,561 128,585 164,168 97,465 125,489 161,071
8 113,293 149,591 197,598 111,229 147,526 195,534
9 125,478 171,209 234,239 124,446 170,177 233,207
10 137,038 193,396 274,383 137,038 193,396 274,383
15 197,245 328,723 561,993 197,245 328,723 561,993
20 222,822 475,172 1,010,500 222,822 475,172 1,010,500
25 169,606 621,632 1,668,558 169,606 621,632 1,668,558
30 0* 771,001 2,593,775 0* 771,001 2,593,775
35 0* 938,185 3,848,589 0* 938,185 3,848,589
*Additional payment will be required to prevent policy termination.
ALL PREMIUM PAYMENTS ARE ILLUSTRATED AS IF MADE AT THE BEGINNING OF THE POLICY
YEAR. ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT, POLICY VALUE AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
DIFFERENT AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER A PERIOD OF TIME.
41
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
SPECIFIED AMOUNT: $1,000,000 DEATH BENEFIT OPTION: B
MALE SELECT CLASS ISSUE AGE 55 FEMALE SELECT CLASS ISSUE AGE 55
ANNUAL PREMIUM: $20,000 GUIDELINE PREMIUM / CASH VALUE CORRIDOR TEST
CURRENT CHARGES
DEATH BENEFIT
-------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF PREMIUM ACCUMULATED -------------------------------------------------------
POLICY YEAR AT 5% INTEREST PER YEAR 0% 6% 12%
----------- ----------------------- --------- --------- ---------
1 21,000 1,015,552 1,016,555 1,017,559
2 43,050 1,030,961 1,033,946 1,037,054
3 66,203 1,046,226 1,052,215 1,058,698
4 90,513 1,061,347 1,071,403 1,082,724
5 116,038 1,076,318 1,091,551 1,109,391
6 142,840 1,091,135 1,112,701 1,138,983
7 170,982 1,105,789 1,134,893 1,171,813
8 200,531 1,120,270 1,158,169 1,208,226
9 231,558 1,134,568 1,182,572 1,248,606
10 264,136 1,148,674 1,208,148 1,293,379
15 453,150 1,230,148 1,372,018 1,621,182
20 694,385 1,297,477 1,570,037 2,161,396
25 1,002,269 1,320,707 1,777,053 3,020,880
30 1,395,216 1,233,742 1,917,913 4,330,938
35 1,896,726 0* 1,824,873 6,230,371
POLICY VALUE CASH VALUE
-------------------------------------- --------------------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF -------------------------------------- --------------------------------------
POLICY YEAR 0% 6% 12% 0% 6% 12%
----------- -------- -------- -------- -------- -------- --------
1 15,552 16,555 17,559 6,263 7,266 8,270
2 30,961 33,946 37,054 22,704 25,689 28,797
3 46,226 52,215 58,698 39,002 44,990 51,473
4 61,347 71,403 82,724 55,154 65,210 76,532
5 76,318 91,551 109,391 71,158 86,391 104,231
6 91,135 112,701 138,983 87,007 108,572 134,855
7 105,789 134,893 171,813 102,692 131,797 168,717
8 120,270 158,169 208,226 118,206 156,105 206,162
9 134,568 182,572 248,606 133,536 181,540 247,574
10 148,674 208,148 293,379 148,674 208,148 293,379
15 230,148 372,018 621,182 230,148 372,018 621,182
20 297,477 570,037 1,161,396 297,477 570,037 1,161,396
25 320,707 777,053 2,020,880 320,707 777,053 2,020,880
30 233,742 917,913 3,330,938 233,742 917,913 3,330,938
35 0* 824,873 5,230,371 0* 824,873 5,230,371
*Additional payment will be required to prevent policy termination.
ALL PREMIUM PAYMENTS ARE ILLUSTRATED AS IF MADE AT THE BEGINNING OF THE POLICY
YEAR. ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT, POLICY VALUE AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
DIFFERENT AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER A PERIOD OF TIME.
42
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
SPECIFIED AMOUNT: $1,000,000 DEATH BENEFIT OPTION: B
MALE SELECT CLASS ISSUE AGE 55 FEMALE SELECT CLASS ISSUE AGE 55
ANNUAL PREMIUM: $20,000 GUIDELINE PREMIUM / CASH VALUE CORRIDOR TEST
GUARANTEED CHARGES
DEATH BENEFIT
-------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF PREMIUM ACCUMULATED -------------------------------------------------------
POLICY YEAR AT 5% INTEREST PER YEAR 0% 6% 12%
----------- ----------------------- --------- --------- ---------
1 21,000 1,015,401 1,016,397 1,017,394
2 43,050 1,030,485 1,033,435 1,036,505
3 66,203 1,045,230 1,051,116 1,057,488
4 90,513 1,059,613 1,069,442 1,080,510
5 116,038 1,073,606 1,088,409 1,105,751
6 142,840 1,087,172 1,108,001 1,133,401
7 170,982 1,100,265 1,128,195 1,163,658
8 200,531 1,112,821 1,148,947 1,196,723
9 231,558 1,124,755 1,170,185 1,232,793
10 264,136 1,135,963 1,191,818 1,272,068
15 453,150 1,191,561 1,318,730 1,544,250
20 694,385 1,202,441 1,430,901 1,940,462
25 1,002,269 1,115,794 1,460,735 2,468,355
30 1,395,216 0* 1,284,896 3,096,108
35 1,896,726 0* 0* 3,703,056
POLICY VALUE CASH VALUE
-------------------------------------- --------------------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF -------------------------------------- --------------------------------------
POLICY YEAR 0% 6% 12% 0% 6% 12%
----------- -------- -------- -------- -------- -------- --------
1 15,401 16,397 17,394 6,113 7,108 8,105
2 30,485 33,435 36,505 22,228 25,178 28,249
3 45,230 51,116 57,488 38,006 43,891 50,264
4 59,613 69,442 80,510 53,421 63,250 74,318
5 73,606 88,409 105,751 68,446 83,248 100,591
6 87,172 108,001 133,401 83,044 103,873 129,273
7 100,265 128,195 163,658 97,169 125,099 160,562
8 112,821 148,947 196,723 110,757 146,882 194,658
9 124,755 170,185 232,793 123,723 169,153 231,761
10 135,963 191,818 272,068 135,963 191,818 272,068
15 191,561 318,730 544,250 191,561 318,730 544,250
20 202,441 430,901 940,462 202,441 430,901 940,462
25 115,794 460,735 1,468,355 115,794 460,735 1,468,355
30 0* 284,896 2,096,108 0* 284,896 2,096,108
35 0* 0* 2,703,056 0* 0* 2,703,056
*Additional payment will be required to prevent policy termination.
ALL PREMIUM PAYMENTS ARE ILLUSTRATED AS IF MADE AT THE BEGINNING OF THE POLICY
YEAR. ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT, POLICY VALUE AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
DIFFERENT AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER A PERIOD OF TIME.
43
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
SPECIFIED AMOUNT: $1,000,000 DEATH BENEFIT OPTION: B
MALE SELECT CLASS ISSUE AGE 55 FEMALE SELECT CLASS ISSUE AGE 55
ANNUAL PREMIUM: $20,000 CASH VALUE ACCUMULATION TEST
CURRENT CHARGES
DEATH BENEFIT
-------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF PREMIUM ACCUMULATED -------------------------------------------------------
POLICY YEAR AT 5% INTEREST PER YEAR 0% 6% 12%
----------- ----------------------- --------- --------- ---------
1 21,000 1,015,552 1,016,555 1,017,559
2 43,050 1,030,961 1,033,946 1,037,054
3 66,203 1,046,226 1,052,215 1,058,698
4 90,513 1,061,347 1,071,403 1,082,724
5 116,038 1,076,318 1,091,551 1,109,391
6 142,840 1,091,135 1,112,701 1,138,983
7 170,982 1,105,789 1,134,893 1,171,813
8 200,531 1,120,270 1,158,169 1,208,226
9 231,558 1,134,568 1,182,572 1,248,606
10 264,136 1,148,674 1,208,148 1,293,379
15 453,150 1,230,148 1,372,018 1,621,182
20 694,385 1,297,477 1,570,037 2,161,396
25 1,002,269 1,320,707 1,777,053 3,020,880
30 1,395,216 1,233,742 1,917,913 4,330,938
35 1,896,726 0* 1,824,873 6,230,371
POLICY VALUE CASH VALUE
-------------------------------------- --------------------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF -------------------------------------- --------------------------------------
POLICY YEAR 0% 6% 12% 0% 6% 12%
----------- -------- -------- -------- -------- -------- --------
1 15,552 16,555 17,559 6,263 7,266 8,270
2 30,961 33,946 37,054 22,704 25,689 28,797
3 46,226 52,215 58,698 39,002 44,990 51,473
4 61,347 71,403 82,724 55,154 65,210 76,532
5 76,318 91,551 109,391 71,158 86,391 104,231
6 91,135 112,701 138,983 87,007 108,572 134,855
7 105,789 134,893 171,813 102,692 131,797 168,717
8 120,270 158,169 208,226 118,206 156,105 206,162
9 134,568 182,572 248,606 133,536 181,540 247,574
10 148,674 208,148 293,379 148,674 208,148 293,379
15 230,148 372,018 621,182 230,148 372,018 621,182
20 297,477 570,037 1,161,396 297,477 570,037 1,161,396
25 320,707 777,053 2,020,880 320,707 777,053 2,020,880
30 233,742 917,913 3,330,938 233,742 917,913 3,330,938
35 0* 824,873 5,230,371 0* 824,873 5,230,371
*Additional payment will be required to prevent policy termination.
ALL PREMIUM PAYMENTS ARE ILLUSTRATED AS IF MADE AT THE BEGINNING OF THE POLICY
YEAR. ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT, POLICY VALUE AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
DIFFERENT AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER A PERIOD OF TIME.
44
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
SPECIFIED AMOUNT: $1,000,000 DEATH BENEFIT OPTION: B
MALE SELECT CLASS ISSUE AGE 55 FEMALE SELECT CLASS ISSUE AGE 55
ANNUAL PREMIUM: $20,000 CASH VALUE ACCUMULATION TEST
GUARANTEED CHARGES
DEATH BENEFIT
-------------------------------------------------------
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF
END OF PREMIUM ACCUMULATED -------------------------------------------------------
POLICY YEAR AT 5% INTEREST PER YEAR 0% 6% 12%
----------- ----------------------- --------- --------- ---------
1 21,000 1,015,401 1,016,397 1,017,394
2 43,050 1,030,485 1,033,435 1,036,505
3 66,203 1,045,230 1,051,116 1,057,488
4 90,513 1,059,613 1,069,442 1,080,510
5 116,038 1,073,606 1,088,409 1,105,751
6 142,840 1,087,172 1,108,001 1,133,401
7 170,982 1,100,265 1,128,195 1,163,658
8 200,531 1,112,821 1,148,947 1,196,723
9 231,558 1,124,755 1,170,185 1,232,793
10 264,136 1,135,963 1,191,818 1,272,068
15 453,150 1,191,561 1,318,730 1,544,250
20 694,385 1,202,441 1,430,901 1,940,462
25 1,002,269 1,115,794 1,460,735 2,468,355
30 1,395,216 0* 1,284,896 3,096,108
35 1,896,726 0* 0* 3,703,056
POLICY VALUE CASH VALUE
-------------------------------------- --------------------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF -------------------------------------- --------------------------------------
POLICY YEAR 0% 6% 12% 0% 6% 12%
----------- -------- -------- -------- -------- -------- --------
1 15,401 16,397 17,394 6,113 7,108 8,105
2 30,485 33,435 36,505 22,228 25,178 28,249
3 45,230 51,116 57,488 38,006 43,891 50,264
4 59,613 69,442 80,510 53,421 63,250 74,318
5 73,606 88,409 105,751 68,446 83,248 100,591
6 87,172 108,001 133,401 83,044 103,873 129,273
7 100,265 128,195 163,658 97,169 125,099 160,562
8 112,821 148,947 196,723 110,757 146,882 194,658
9 124,755 170,185 232,793 123,723 169,153 231,761
10 135,963 191,818 272,068 135,963 191,818 272,068
15 191,561 318,730 544,250 191,561 318,730 544,250
20 202,441 430,901 940,462 202,441 430,901 940,462
25 115,794 460,735 1,468,355 115,794 460,735 1,468,355
30 0* 284,896 2,096,108 0* 284,896 2,096,108
35 0* 0* 2,703,056 0* 0* 2,703,056
*Additional payment will be required to prevent policy termination.
ALL PREMIUM PAYMENTS ARE ILLUSTRATED AS IF MADE AT THE BEGINNING OF THE POLICY
YEAR. ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT, POLICY VALUE AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND
12% OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN
DIFFERENT AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER A PERIOD OF TIME.
45
APPENDIX B
Mortality and Expense Risk Charge - Specified Amount Component
Table of Annual Charges Per $1,000 of Initial Specified Amount
Issue Annual Issue Annual Issue Annual
Age* Charge Age* Charge Age* Charge
----- ------ ----- ------ ----- ------
20-25 $0.04 42 0.33 59 0.94
26 0.05 43 0.36 60 0.99
27 0.06 44 0.38 61 1.04
28 0.07 45 0.41 62 1.10
29 0.08 46 0.44 63 1.15
30 0.09 47 0.47 64 1.21
31 0.10 48 0.50 65 1.26
32 0.11 49 0.53 66 1.31
33 0.12 50 0.57 67 1.35
34 0.13 51 0.60 68 1.40
35 0.14 52 0.63 69 1.44
36 0.17 53 0.66 70 1.49
37 0.19 54 0.69 71 1.54
38 0.22 55 0.72 72 1.58
39 0.25 56 0.77 73 1.63
40 0.28 57 0.83 74 1.67
41 0.30 58 0.88 75-85 1.72
*The issue age used in this calculation equals the younger insured issue age
plus an age adjustment. The age adjustment is based on the age difference
(older issue age minus younger issue age) and this schedule:
Age Age
Difference Adjustment
(years) (years)
------- -------
0-1 0
2-4 1
5-8 2
9-14 3
15-24 4
25-34 5
35-44 6
45-54 7
55-65 8
Example: For a Policy at issue ages 65 and 60 and a Specified Amount of
$1,000,000, the age adjustment is 2 and the issue age is 62. The annual charge
per $1000 of Specified Amount is $1.10. The Specified Amount component of the
mortality and expense risk charge will be $1100 annually, or $91.67 monthly, for
this Policy.
Note: In no event will the sum of the Mortality and Expense Risk Charge -
Specified Amount Component Annual Charge and the annualized underwriting and
issue charge exceed $1.90 per $1000 of initial Specified Amount. The
underwriting and issue charge will be reduced to meet this constraint if
necessary.
46
Northwestern Mutual Life
Northwestern Mutual Variable Joint Life
Northwestern Mutual Variable Life Account
Northwestern Mutual Series Fund, Inc.
P R O S P E C T U S
NORTHWESTERN
MUTUAL LIFE-Registered Trademark-
PO Box 3095
Milwaukee WI 53201-3095
PART II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
UNDERTAKING WITH RESPECT TO INDEMNIFICATION
Reference is made to the indemnification provisions contained in Article
VII of the By-laws of the Depositor, The Northwestern Mutual Life Insurance
Company, filed as Exhibit A(6)(b) to the Registration Statement. 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 securities being
registered, the registrant 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.
REPRESENTATION WITH RESPECT TO FEES AND CHARGES
The Northwestern Mutual Life Insurance Company hereby represents that the
fees and charges deducted under the contracts registered by this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by the
insurance company.
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following papers and documents:
The facing sheet
The cross-reference sheet
The prospectus consisting of 49 pages
The undertaking to file reports
The undertaking with respect to indemnification
The representation with respect to fees and charges
The signatures
Written consents of the following persons:
John M. Bremer, Esq. (to be filed by amendment)
Price Waterhouse LLP (to be filed by amendment)
William C. Koenig, F.S.A. (included in Exhibit C(6))
II-1
The following exhibits:
1. The following exhibits A(1) through A(10) correspond to those required by
Paragraph A of the instructions as to exhibits in Form N-8B-2:
Exhibit A(1) See Note 1.
Exhibit A(2) Not applicable.
Exhibit A(3) Distributing Contracts:
Exhibit A(3)(a) See Note 2.
Exhibit A(3)(b) Not applicable.
Exhibit A(3)(c) Schedules of sales commissions.
Exhibit A(4) Not applicable.
Exhibit A(5)(a) Variable Life Insurance Policy, RR.VJL, Flexible
Premium Variable Joint Life policy, with application,
including Policy Split Provision (sex-neutral)
Exhibit A(5)(b) Variable Life Insurance Policy, RR.VJL, Flexible
Premium Variable Joint Life policy, with application,
including Policy Split Provision (sex-distinct)
Exhibit A(6)(a) See Note 3.
Exhibit A(6)(b) By-laws of The Northwestern Mutual Life Insurance
Company.
Exhibit A(7) Not applicable.
Exhibit A(8) See Note 1.
Exhibit A(9) Not applicable.
Exhibit A(10) Application form is included in Exhibit A(5)(a) above.
Exhibit A(12) Memorandum describing issuance, transfer and
redemption procedures pursuant to Rule 6e-
3(T)(b)(12)(iii) and method of computing cash
adjustment upon of right to exchange for fixed-benefit
insurance pursuant to Rule 6e-3(T)(b)(13)(v)(B).
Exhibit 2 Opinion and consent of John M. Bremer as to the
legality of the securities being registered. (to be
filed by amendment)
Exhibit C(1) Consent of Price Waterhouse LLP. (to be filed by
amendment)
Exhibit C(6) Opinion and consent of William C. Koenig, F.S.A.
- ------------------
Note 1. The following exhibits were filed in electronic format with the
Registration Statement on Form S-6 for Northwestern Mutual
Variable Life Account, File No. 333-36865, CIK 0000742277, dated
October 1, 1997, and are incorporated herein by reference:
Exhibit A(1) Resolution of Board of Trustees of The Northwestern
Mutual Life Insurance Company establishing the
Account.
Exhibit A(8) Agreement among the Account and its Co-Depositors.
II-2
Note 2. The following exhibit was filed in electronic format with the
Registration Statement on Form N-4 for NML Variable Annuity
Account A, File No. 333-22455, CIK 0000790162, dated February 27,
1997, and is incorporated herein by reference.
Exhibit A(3)(a) Distribution Agreement between NML Equity
Services, Inc. (now Northwestern Mutual
Investment Services, LLC) and The Northwestern
Mutual Life Insurance Company.
Note 3. The following exhibit was filed in electronic format with Post-
Effective Amendment No. 18 on Form S-6 for Northwestern Mutual
Variable Life Account, File No. 2-89972, CIK 0000742277, dated
April 26, 1996, and is incorporated herein by reference:
Exhibit A(6)(a) Articles of Incorporation of The Northwestern Mutual
Life Insurance Company.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Northwestern Mutual Variable Life Account, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, and State of Wisconsin, on the 15th day of
July, 1998.
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
(Registrant)
By THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
(Depositor)
Attest: JOHN M. BREMER By: JAMES D. ERICSON
----------------------------- -----------------------------
John M. Bremer, Executive Vice James D. Ericson, President and
President, General Counsel Chief Executive Officer
and Secretary
By NORTHWESTERN MUTUAL INVESTMENT
SERVICES, LLC
(Depositor)
Attest: MERRILL C. LUNDBERG By: RICHARD L. HALL
----------------------------- -----------------------------
Merrill C. Lundberg, Secretary Richard L. Hall,
President and CEO
Pursuant to the requirements of the Securities Act of 1933, the depositors
have duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, and their seals to be hereunto affixed,
all in the City of Milwaukee, and State of Wisconsin, on the 15th day of July,
1998.
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY (Depositor)
Attest: JOHN M. BREMER By: JAMES D. ERICSON
----------------------------- -----------------------------
John M. Bremer, Executive Vice James D. Ericson, President and
President, General Counsel Chief Executive Officer
and Secretary
NORTHWESTERN MUTUAL INVESTMENT
SERVICES, LLC (Depositor)
Attest: MERRILL C. LUNDBERG By: RICHARD L. HALL
----------------------------- -----------------------------
Merrill C. Lundberg, Secretary Richard L. Hall,
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities with the depositor and on the dates indicated:
Signature Title
- --------- -----
JAMES D. ERICSON Trustee, President and Dated July
- --------------------------- Principal Executive and 15, 1998
James D. Ericson Financial Officer
II-4
GARY E. LONG Vice President, Controller
- --------------------------- and Principal Accounting
Gary E. Long Officer
HAROLD B. SMITH* Trustee
- ---------------------------
Harold B. Smith
J. THOMAS LEWIS* Trustee
- ---------------------------
J. Thomas Lewis
PATRICIA ALBJERG GRAHAM* Trustee
- ---------------------------
Patricia Albjerg Graham
DONALD J. SCHUENKE* Trustee
- ---------------------------
Donald J. Schuenke
R. QUINTUS ANDERSON* Trustee
- ---------------------------
R. Quintus Anderson
STEPHEN F. KELLER* Trustee Dated
- --------------------------- July 15, 1998
Stephen F. Keller
PIERRE S. du PONT* Trustee
- ---------------------------
Pierre S. du Pont
J. E. GALLEGOS* Trustee
- ---------------------------
J. E. Gallegos
KATHRYN D. WRISTON* Trustee
- ---------------------------
Kathryn D. Wriston
BARRY L. WILLIAMS* Trustee
- ---------------------------
Barry L. Williams
GORDON T. BEAHAM III* Trustee
- ---------------------------
Gordon T. Beaham III
DANIEL F. McKEITHAN, JR.* Trustee
- ---------------------------
Daniel F. McKeithan, Jr.
ROBERT E. CARLSON* Trustee
- ---------------------------
Robert E. Carlson
II-5
EDWARD E. BARR* Trustee
- ---------------------------
Edward E. Barr
ROBERT C. BUCHANAN* Trustee
- ---------------------------
Robert C. Buchanan
SHERWOOD H. SMITH, JR.* Trustee
- ---------------------------
Sherwood H. Smith, Jr.
H. MASON SIZEMORE, JR.* Trustee
- ---------------------------
H. Mason Sizemore, Jr.
JOHN J. STOLLENWERK* Trustee
- ---------------------------
John J. Stollenwerk
GEORGE A. DICKERMAN* Trustee
- ---------------------------
George A. Dickerman
GUY A. OSBORN* Trustee Dated
- --------------------------- July 15, 1998
Guy A. Osborn
JOHN E. STEURI* Trustee
- ---------------------------
John E. Steuri
STEPHEN N. GRAFF* Trustee
- ---------------------------
Stephen N. Graff
BARBARA A. KING* Trustee
- ---------------------------
Barbara A. King
TIMOTHY D. PROCTOR* Trustee
- ---------------------------
Timothy D. Proctor
*By: JAMES D. ERICSON
-----------------------------------
James D. Ericson, Attorney in fact,
pursuant to the Power of Attorney
attached hereto
II-6
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, 1997 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 23rd day of July, 1997.
R. QUINTUS ANDERSON Trustee
-----------------------------
R. Quintus Anderson
EDWARD E. BARR Trustee
-----------------------------
Edward E. Barr
GORDON T. BEAHAM III Trustee
-----------------------------
Gordon T. Beaham III
ROBERT C. BUCHANAN Trustee
-----------------------------
Robert C. Buchanan
ROBERT E. CARLSON Trustee
-----------------------------
Robert E. Carlson
GEORGE A. DICKERMAN Trustee
-----------------------------
George A. Dickerman
II-7
PIERRE S. du PONT Trustee
-----------------------------
Pierre S. du Pont
JAMES D. ERICSON Trustee
-----------------------------
James D. Ericson
J. E. GALLEGOS Trustee
-----------------------------
J. E. Gallegos
STEPHEN N. GRAFF Trustee
-----------------------------
Stephen N. Graff
PATRICIA ALBJERG GRAHAM Trustee
-----------------------------
Patricia Albjerg Graham
STEPHEN F. KELLER Trustee
-----------------------------
Stephen F. Keller
BARBARA A. KING Trustee
-----------------------------
Barbara A. King
J. THOMAS LEWIS Trustee
-----------------------------
J. Thomas Lewis
DANIEL F. McKEITHAN, JR. Trustee
-----------------------------
Daniel F. McKeithan, Jr.
GUY A. OSBORN Trustee
-----------------------------
Guy A. Osborn
II-8
TIMOTHY D. PROCTOR Trustee
-----------------------------
Timothy D. Proctor
DONALD J. SCHUENKE Trustee
-----------------------------
Donald J. Schuenke
H. MASON SIZEMORE, JR. Trustee
-----------------------------
H. Mason Sizemore, Jr.
HAROLD B. SMITH Trustee
-----------------------------
Harold B. Smith
SHERWOOD H. SMITH, JR. Trustee
-----------------------------
Sherwood H. Smith, Jr.
JOHN E. STEURI Trustee
-----------------------------
John E. Steuri
JOHN J. STOLLENWERK Trustee
-----------------------------
John J. Stollenwerk
BARRY L. WILLIAMS Trustee
-----------------------------
Barry L. Williams
KATHRYN D. WRISTON Trustee
-----------------------------
Kathryn D. Wriston
II-9
EXHIBIT INDEX
EXHIBITS FILED WITH FORM S-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR
NORTHWESTERN MUTUAL VARIABLE JOINT LIFE
Exhibit Number Exhibit Name
- -------------- ------------
Exhibit A(1) See Note 1.
Exhibit A(2) Not applicable.
Exhibit A(3) Distributing Contracts:
Exhibit A(3)(a) See Note 2.
Exhibit A(3)(b) Not applicable.
Exhibit A(3)(c) Schedules of sales commissions.
Exhibit A(4) Not applicable.
Exhibit A(5)(a) Variable Life Insurance Policy, RR.VJL, Flexible
Premium Variable Joint Life Policy, with
application, including Policy Split Provision
(sex-neutral)
Exhibit A(5)(b) Variable Life Insurance Policy, RR.VJL, Flexible
Premium Variable Joint Life Policy, with
application, including Policy Split
Provision (sex-distinct)
Exhibit A(6)(a) See Note 3.
Exhibit A(6)(b) By-laws of The Northwestern Mutual Life Insurance
Company.
Exhibit A(7) Not applicable.
Exhibit A(8) See Note 1.
Exhibit A(9) Not applicable.
Exhibit A(10) Application form is included in Exhibit A(5)(a) above.
Exhibit A(12) Memorandum describing issuance, transfer and
redemption procedures pursuant to Rule 6e-
3(T)(b)(12)(iii) and method of computing cash
adjustment upon of right to exchange for fixed-
benefit insurance pursuant to Rule 6e-
3(T)(b)(13)(v)(B).
Exhibit 2 Opinion and consent of John M. Bremer as to the
legality of the securities being registered. (to
be filed by amendment)
Exhibit C(1) Consent of Price Waterhouse LLP. (to be filed by
amendment)
Exhibit C(6) Opinion and consent of William C. Koenig, F.S.A.
- ------------------
Note 1. The following exhibits were filed in electronic format with the
Registration Statement on Form S-6 for Northwestern Mutual Variable
Life Account, File No. 333-36865, CIK 0000742277, dated October 1,
1997, and are incorporated herein by reference:
Exhibit A(1) Resolution of Board of Trustees of The
Northwestern Mutual Life Insurance Company
establishing the Account.
Exhibit A(8) Agreement among the Account and its Co-
Depositors.
Note 2. The following exhibit was filed in electronic format with the
Registration Statement on Form N-4 for NML Variable Annuity Account A,
File No. 333-22455, CIK 0000790162, dated February 27, 1997, and is
incorporated herein by reference.
Exhibit A(3)(a) Distribution Agreement between NML Equity
Services, Inc. (now Northwestern Mutual
Investment Services, Inc.) and The Northwestern
Mutual Life Insurance Company.
Note 3. The following exhibit was filed in electronic format with
Post-Effective Amendment No. 18 on Form S-6 for Northwestern Mutual
Variable Life Account, File No. 2-89972, CIK 0000742277, dated April
26, 1996, and is incorporated herein by reference:
Exhibit A(6)(a) Articles of Incorporation of The Northwestern
Mutual Life Insurance Company.