Form N-6 Northwestern Mutual Vari

Form N-6 Northwestern Mutual Vari

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September 17, 2019 2:16 PM EDT

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Registration No. 333-

Registration No. 811-21933

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-6

REGISTRATION STATEMENT UNDER THE SECURITIES


		ACT OF 1933		/ X /

		Pre-Effective Amendment No.		/ /

		Post-Effective Amendment No.		/ /

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT


		COMPANY ACT OF 1940		/ /

		Amendment No. 67		/ X /

(Check appropriate box or boxes.)

NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT II

(Exact Name of Registrant)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

(Name of Depositor)


		720 East Wisconsin Avenue, Milwaukee, Wisconsin		53202
		(Address of Depositor’s Principal Executive Offices)		(Zip Code)

Depositor’s Telephone Number, including Area Code 414-271-1444

Raymond J. Manista, Executive Vice President, Chief Legal Officer, and Secretary

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

(Name and Address of Agent for Service)

Copy to:

Chad E. Fickett, Assistant General Counsel and Assistant Secretary

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

414-665-1209

Title of Securities Being Registered: Interests in the Northwestern Mutual Variable Life Account II under flexible premium variable adjustable life insurance policies.

The registrant hereby amends this registration statement on such date 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 shall become effective on such date as Commission, acting pursuant to Section 8(a), may determine.

P r o s p e c t u s

, 20

Variable Universal Life Plus - NY

Issued by The Northwestern Mutual Life Insurance Company

and Northwestern Mutual Variable Life Account II

This prospectus describes an individual flexible premium variable universal life insurance policy (the “Policy”) issued by The Northwestern Mutual Life Insurance Company only available in the State of New York. The Policy is designed to provide a Life Insurance Benefit upon the death of the Insured and is not suitable for short-term investment. You should consider the Policy in conjunction with other insurance you own. Replacing your existing life insurance with this Policy may not be to your advantage. In addition, it may not be to your advantage to finance the purchase or maintenance of this Policy through a loan or through withdrawals from another policy. Please consult your Financial Representative.

Subject to the limitations discussed in this Prospectus you may choose to invest your Net Premiums in up to 30 Divisions of the Northwestern Mutual Variable Life Account II (the “Separate Account”). Each Division of the Separate Account invests exclusively in shares of a single series of a Fund (a “Portfolio”). Each Portfolio available as an investment option under the Policy is identified below:


Northwestern Mutual Series Fund, Inc.	Emerging Markets Equity Portfolio	Russell Investment Funds
Growth Stock Portfolio	Government Money Market Portfolio	U.S. Strategic Equity Fund
Focused Appreciation Portfolio	Short-Term Bond Portfolio	U.S. Small Cap Equity Fund
Large Cap Core Stock Portfolio	Select Bond Portfolio	Global Real Estate Securities Fund
Large Cap Blend Portfolio	Long-Term U.S. Government Bond Portfolio	International Developed Markets Fund
Index 500 Stock Portfolio	Inflation Protection Portfolio	Strategic Bond Fund
Large Company Value Portfolio	High Yield Bond Portfolio
Domestic Equity Portfolio	Multi-Sector Bond Portfolio	Russell Investment Funds LifePoints®
Equity Income Portfolio	Balanced Portfolio	Variable Target Portfolio Series
Mid Cap Growth Stock Portfolio	Asset Allocation Portfolio	Moderate Strategy Fund
Index 400 Stock Portfolio		Balanced Strategy Fund
Mid Cap Value Portfolio	Fidelity® Variable Insurance Products	Growth Strategy Fund
Small Cap Growth Stock Portfolio	VIP Mid Cap Portfolio	Equity Growth Strategy Fund
Index 600 Stock Portfolio	VIP Contrafund® Portfolio
Small Cap Value Portfolio		Credit Suisse Trust
International Growth Portfolio	Neuberger Berman Advisers Management Trust	Commodity Return Strategy Portfolio
Research International Core Portfolio	Sustainable Equity Portfolio
International Equity Portfolio

Please note that the Policy and the Portfolios are not guaranteed to achieve their goals;

are not federally insured; are not bank deposits; are not endorsed by any bank or government agency;

and are subject to risks, including loss of the principal amount invested.

This Policy is subject to the laws of the State of New York.

Please carefully read this prospectus and the accompanying prospectuses for the corresponding Portfolios and keep them for future reference. These prospectuses provide information that you should know before investing in the Policy. No person is authorized to make any representation in connection with the offering of the Policy other than those contained in these prospectuses. Our Distributor may limit sales of the Policy to certain government entities and government entity plans.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved the Policy or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Beginning on or after January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of your Portfolios’ shareholder reports will no longer be sent by mail unless you specifically request paper copies of the reports from us at (888) 455-2232 option 4, free of charge. Instead, your Portfolio annual and semi-annual reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report for each Portfolio. Your election to receive shareholder reports in paper will apply to all future reports for all Portfolios available under your policy. If you already elected to receive shareholder reports electronically, you will not be affected by this change, will continue to receive reports electronically and you need not take any action. You may elect to receive shareholder reports (and other communications) electronically by following the instructions on the back cover of this prospectus.

LOGO

Contents of this Prospectus


	Page

SUMMARY OF POLICY BENEFITS AND RISKS		1
Benefits of the Policy		1
Death Benefit		1
Surrenders, Withdrawals and Loans		1
Income Plan Options		1
Allocation of Premiums		1
Optional Benefits		1
Right to Return Policy		1
Tax Considerations		2
Risks of the Policy		2
Policy for Long-Term Protection		2
Investment Risk		2
Default Risk		2
Policy Lapse		2
Policy Loan Risks		2
Limitations on Access to Your Values		2
Adverse Tax Consequences		2
Risk of an Increase in Current Fees and Expenses		3
FEE AND EXPENSE TABLES		3
Transaction Fees		3
Periodic Charges (Other than Portfolio Operating Expenses)		4
Annual Portfolio Operating Expenses		6
NORTHWESTERN MUTUAL		7
THE SEPARATE ACCOUNT		7
THE FUNDS		8
Northwestern Mutual Series Fund, Inc. (the “Series Fund”		9
Fidelity® Variable Insurance Products		10
Neuberger Berman Advisers Management Trust		10
Russell Investment Funds		10
Credit Suisse Trust		10
Payments We Receive		11
RESTRICTIONS ON AMOUNTS IN THE GOVERNMENT MONEY MARKET DIVISION		12
INFORMATION ABOUT THE POLICY		12
Purchasing a Policy		12
Specified Amount		13
When Insurance Coverage Takes Effect		13
Right to Return Policy		14
Ownership Rights		14
Exchange for a Fixed Benefit Policy		14
Modifying the Policy		14
Premium Payments		15
Allocating Premiums		15
Initial Allocation Date		16
Death Benefit		17
Life Insurance Benefit		17
Death Benefit Options		18
Minimum Death Benefit		18


	Page

Changing Death Benefit Options		19
Death Benefit Guarantee		19
Guaranteed Minimum Death Benefit		20
Death Benefit Guarantee Test		20
Death Benefit Guarantee Premium Suspension		20
Termination of Death Benefit Guarantee For Failure to Meet Death Benefit Guarantee Test		21
Income Plan Options		21
Withdrawal		22
Limitations		22
Payment Frequency		22
Surrender and Withdrawals		22
Surrender		22
Withdrawals		22
Policy Loans		23
Termination and Reinstatement		24
Paid-Up Insurance		25
Optional Benefits		25
Other Policy Transactions		26
Transfers		26
Short-Term and Excessive Trading		27
Dollar-Cost Averaging		28
Portfolio Rebalancing		28
Allocation Models		29
Substitution of Portfolio Shares and Other Changes		30
Charges and Deductions		30
Premium Expense Charges		30
Monthly Policy Charges and Service Charges		30
Other Policy Provisions		32
Naming a Beneficiary		32
Incontestability		32
Suicide		32
Misstatement of Age or Sex		32
Collateral Assignment		32
Deferral of Determination and Payment		32
Dividends		33
Voting Rights		33
Reports and Financial Statements		33
Householding		33
Abandoned Property Requirements		34
Cybersecurity		34
Legal Proceedings		34
Speculative Investing		34
Owner Inquiries		34
Illustrations		34
TAX CONSIDERATIONS		35
General		35
Life Insurance Qualification		35
Tax Treatment of Life Insurance		36


Modified Endowment Contracts (MEC)			37
Estate Tax and Generation Skipping Taxes			38
Business-Owned Life Insurance			38
Split Dollar Arrangements			39
Valuation of Life Insurance			39


Other Tax Considerations			39
DISTRIBUTION OF THE POLICY			39
GLOSSARY OF TERMS			40
ADDITIONAL INFORMATION			44

Summary of Policy Benefits and Risks

The Policy is an individual flexible premium variable universal life insurance policy that provides life insurance protection in the event of the death of the Insured. The Life Insurance Benefit payable to the beneficiary may vary and your Policy Value will vary based on the investment performance of the Divisions you choose. You have access to your Policy Value subject to certain conditions described in the Policy and this prospectus. You may surrender the Policy at any time. We do not guarantee any minimum Policy Value or Cash Surrender Value. You could lose some or all of your money.

This summary describes the Policy’s important benefits and risks. More complete information is included elsewhere in this prospectus, in the Portfolio prospectuses and in the Policy. Unless clear from their context or otherwise appropriate, all of the capitalized terms used in this prospectus are defined at the end of this prospectus in the Glossary of Terms.

Benefits of the Policy

Death Benefit The primary benefit of the Policy is the life insurance protection that it provides. The Policy offers three Death Benefit options:


		Option A –		the greater of the Specified Amount or the Minimum Death Benefit;
		Option B –		the greater of the Specified Amount plus Policy Value or the Minimum Death Benefit; or
		Option C –		the greater of the Specified Amount plus Cumulative Premiums minus Cumulative Withdrawals or the Minimum Death Benefit.

Under each of these options, you select the Specified Amount subject to our limits described in the section “Specified Amount.” The current minimum Specified Amount is $100,000 in most cases (see “Specified Amount”). We increase the Death Benefit, if necessary, in order for the Policy to meet Minimum Death Benefit requirements under the Code. We also offer a Death Benefit Guarantee under which you select a Death Benefit Guarantee Period during which the Policy is guaranteed not to terminate provided certain conditions are met. After a Policy is issued, you may change your Death Benefit option or change the Specified Amount, upon written request, subject to our approval. A Death Benefit option change may result in changes to or termination of the Death Benefit Guarantee. You also may elect to change the Policy to Paid-up insurance subject to certain conditions described in the section “Paid-Up Insurance.”

Surrenders, Withdrawals and Loans You may surrender your Policy for the Cash Surrender Value, which takes into account any applicable surrender charge. You may also withdraw part of your Policy Value, subject to certain conditions. In addition, you may borrow from the Company up to a maximum of 90% of the excess of your Policy Value over any applicable surrender charge, less any existing Policy Debt on the date of the loan, using the Policy as security. Withdrawals and loans reduce your Cash Surrender Value and Death Benefit, may have a negative impact on your Death Benefit Guarantee and increase the risk that your Policy will lapse. Surrenders, withdrawals, and loans also may have adverse tax consequences.

Income Plan Options Life Insurance Benefit and surrender proceeds are payable in a lump sum or under one of the fixed Income Plan options we offer. More detailed information concerning these options is included elsewhere in this prospectus.

Allocation of Premiums You control the amount and timing of Premium Payments. You may direct the allocation of your Premium Payments among Divisions of the Separate Account, change your investment selections, and transfer amounts among these options subject to certain limitations as discussed in this Prospectus. You also may make automatic transfers using our Dollar Cost Averaging and Portfolio Rebalancing programs. In most cases, an initial Premium Payment will be required (see “Information About the Policy – Purchasing the Policy”).

Optional Benefits Two optional benefits are available under the Policy:

•

the Waiver Benefit: Payment of Selected Monthly Premium Upon Total Disability; and

•

the Additional Purchase Benefit.

These optional benefits are not available for all Issue Ages and underwriting classifications. (See “Optional Benefits”). The waiver benefit may be elected for an Insured between Attained Ages 0 and 59, subject to underwriting. The Additional Purchase Benefit may be elected for an Insured between Attained Ages 0 and 40, subject to underwriting.

Right to Return Policy You may return the Policy for a refund within 10 days (or sixty (60) days if this Policy is a replacement) after you receive it by returning the Policy to us at our Home Office or to your Financial Representative. The amount of your refund

will equal the sum of (a) your Policy’s Contract Fund Value on the date we receive your returned Policy or a written cancellation request at our Home Office plus (b) any previously deducted Premium charges, Monthly Policy Charge and Service Charges (See “Information About the Policy-Right to Return Policy”). A complete explanation of your right to return the Policy may be found on the face page of your Policy.

Tax Considerations Your Policy is structured to meet the definition of a life insurance contract under the Code. We may need to limit the amount of Premium Payments you make under the Policy to ensure that your Policy continues to meet that definition. Current federal tax law generally excludes all Death Benefits of a life insurance policy from the gross income of the beneficiary. In addition, you generally are not subject to taxation on any increase in the Policy Value until a withdrawal is made or the Policy is surrendered or otherwise terminated. Generally, you are taxed at ordinary income rates on surrender and withdrawal proceeds only if those amounts, when added to all previous distributions, exceed the total Premium Payments made.

Risks of the Policy

Policy for Long-Term Protection Your Policy is designed to serve your long-term life insurance protection need. It is not suitable for short-term life insurance protection nor for short-term investing.

Investment Risk Policy amounts in the Divisions will fluctuate with the performance of the Portfolios you choose. Amounts you allocate among the Divisions may grow in value, decline in value, or grow less than you expect depending on the investment performance of the corresponding Portfolios. These assets are not guaranteed, and you can lose money. Depending on any Death Benefit Guarantee in effect, you may be required to pay more premiums than originally planned in order to keep the Policy in force.

A comprehensive discussion of the investment objectives and risks of each Portfolio may be found in each Portfolio’s prospectus. There is no assurance that any Portfolio will achieve its stated investment objective. The Policy is not designed for frequent or short-term trading.

Default Risk Because certain guarantees under the Policy are guaranteed by the Company’s General Account assets, the ability to make good on these guarantees depends on the financial strength and claims-paying ability of the Company. Therefore, guaranteed benefits outside of the Separate Account are subject to the risk of default to the extent the Company is unable to satisfy some or all of these guarantees.

Policy Lapse Insufficient Premium Payments, poor investment results, withdrawals, unpaid loans, or loan interest may cause your Policy to lapse, meaning you will no longer have any life insurance coverage. If, on a Monthly Processing Date, the Cash Surrender Value (which takes into account any applicable surrender charge) is not enough to pay the Monthly Policy Charge, your Policy will enter a 61-day grace period, unless the Death Benefit Guarantee is in effect. If your Policy enters a grace period, we will notify you that the Policy will lapse (terminate without value) at the end of the grace period unless you make a sufficient payment. Your Policy may be reinstated within three years after it has lapsed, subject to certain conditions.

Policy Loan Risks A Policy loan, whether or not repaid, will affect the value of your Policy over time because the amounts borrowed do not participate in the investment performance of the Divisions; in addition, a charge is deducted from your Contract Fund Value each month while there is Policy Debt. The Life Insurance Benefit is reduced by the amount of any outstanding Policy Debt. If you surrender the Policy or allow it to lapse while Policy Debt is outstanding, the amount of Policy Debt, to the extent it has not previously been taxed, will be considered as an amount you received and taxed accordingly. Policy Debt reduces the Cash Surrender Value and increases the risk that your Policy will lapse.

Limitations on Access to Your Values We will deduct a surrender charge if you surrender your Policy in the first ten Policy Years. Even if your Policy has value it is possible that you will receive no Cash Surrender Value if you surrender the Policy in the first ten Policy Years. You should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Policy if you intend to surrender all or part of your Policy in the near future. Even if you do not ask to surrender the Policy, surrender charges may play a role in determining whether the Policy will lapse, because surrender charges affect the Cash Surrender Value, which is a measure we use to determine whether your Policy will enter a grace period (and possibly lapse). See “Policy Lapse” above. You may make withdrawals subject to limitations on the amount that may be withdrawn. (See “Withdrawals”). A withdrawal will reduce the Contract Fund Value and Life Insurance Benefit. The minimum amount of a withdrawal is $250.

Adverse Tax Consequences Our understanding of the principal tax considerations for the Policy under current tax law is set forth in this prospectus. A surrender, loan, or withdrawal may have tax consequences. There are areas of some uncertainty under current law, and we do not address the likelihood of future changes in the law or interpretations thereof. Among other risks, your Policy may become a modified endowment contract. A modified endowment contract (“MEC”) is a life insurance contract that is taxed less

favorably on lifetime distributions than other life insurance contracts because the contract is considered too investment oriented. Generally, a Policy may be classified as a MEC if cumulative premiums paid during a seven-pay period exceed a “seven-pay” limit defined in the Internal Revenue Code. Distributions, including loans, from a Policy classified as a MEC are taxable to the extent of the gain in the Policy and may be subject to a 10% premature withdrawal penalty if taken before the Owner attains age 59¹⁄₂. Moreover, excessive Policy loans could cause a Policy to terminate with insufficient value to pay the tax due upon termination. Death Benefit proceeds may be subject to state and/or inheritance taxes. (See “Tax Considerations”).

Risk of an Increase in Current Fees and Expenses Certain insurance charges are currently assessed at less than their maximum levels. We may increase these current charges in the future up to the guaranteed maximum levels, based on the Company’s emerging experience or future expectations, as determined in its sole discretion, with respect to, but not limited to, mortality, expenses, reinsurance costs, taxes, persistency, capital requirements, reserve requirements, and changes in applicable laws. Although some Funds may have expense limitation agreements, the operating expenses of the Portfolios are not guaranteed and may increase or decrease over time. If fees and expenses are increased, you may need to increase the amount and/or frequency of Premium Payments to keep the Policy in force.

Fee and Expense Tables

The following tables describe the fees and expenses that are payable when you buy, own, and surrender the Policy. See “Charges and Deductions” for a more detailed description.

Transaction Fees

The table below describes the fees and expenses that are payable at the time that you buy the Policy, make Premium Payments, surrender the Policy, make withdrawals, transfer assets, or make certain changes to the Policy.


Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Maximum Charge	Current Charge
State Franchise Tax Charge	Upon each Premium Payment	4.30% of Premium Payment	2.00% of Premium Payment
Federal Deferred Acquisition Cost Charge¹	Upon each Premium Payment	3.00% of Premium Payment	0.55% of Premium Payment
Sales Load	Upon each Premium Payment	Same as current charge	6.95% of premium up to Target Premium² and 5.60% of premium in excess of Target Premium in Policy Years 1-10; 3.95% of premium up to Target Premium and 5.60% of premium in excess of Target Premium in Policy Years 11-20 and 0.00% beyond year 20
Surrender Charge³	Upon surrender or change to paid-up insurance during the first ten Policy Years
Maximum Charge⁴		Same as current charge	50% in Policy Years 1-5 of the Target Premium, grading down monthly in Policy Years 6-10 to 0%
Minimum Charge⁵		Same as current charge	13% in Policy Years 1-5 of the Target Premium, grading down monthly in Policy Years 6-10 to 0%
Charge for Insured Issue Age 35		Same as current charge	50% in Policy Years 1-5 of the Target Premium, grading down monthly in Policy Years 6-10 to 0%
Withdrawal Fee⁶	Upon withdrawal	$25.00	Currently waived
Transfer Fee⁶	Upon transfer	$25.00	Currently waived
Change in Death Benefit Option Fee⁶	Upon change in Death Benefit option	$25.00	Currently waived
Change in Specified Amount Fee⁶	Upon change in Specified Amount	$25.00 per change after first change in a Policy Year	Currently waived
Request for Additional Illustration Charge^6,7	Upon request for more than one illustration in a Policy Year	$25.00 per illustration for each additional illustration in a Policy Year	Currently waived


Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Maximum Charge	Current Charge
Expedited Delivery Charge^6,8	When express mail delivery is requested	$50 per delivery (up to $75 for next day, a.m. delivery) adjusted for inflation⁹	$15 per delivery (up to $45 for next day, a.m. delivery)
Wire Transfer Fee^6,8	When a wire transfer is requested	$50 per transfer (up to $100 for international wires) adjusted for inflation⁹	$25 per transfer (up to $50 for international wires)

This charge was previously referred to as the “OBRA Expense Charge” or “Other Premium Expense Charge.” Due to a federal tax law change under the Omnibus Budget Reconciliation Act of 1990, as amended (“OBRA”), insurance companies are generally required to capitalize and amortize certain acquisition expenses rather than currently deduct such expenses. Due to this capitalization and amortization, the corporate income tax burden on insurance companies has been affected. This charge compensates us for the additional corporate income tax burden resulting from OBRA.

The Target Premium is a hypothetical annual premium which is based on the Specified Amount, Death Benefit option, Death Benefit Guarantee Period, any optional benefits, and characteristics of the Insured, such as factors including but not limited to Issue Age, sex, and underwriting classification. Please see “Target Premium” in the Glossary of Terms.

The initial surrender charge percentage varies by Issue Age and remains level between Policy Years one through five, and declines monthly in Policy Years six through ten to zero. The surrender charge shown in the table may not be representative of the charge a particular Owner would pay. For more information on the surrender charge, see “Charges and Deductions – Monthly Policy Charges and Service Charges” in this prospectus. Your Policy schedule pages will indicate the maximum charge under your Policy.

⁴	The maximum Surrender Charge assumes that the Insured has the following characteristic: Issue Ages 0-54.

⁵	The minimum Surrender Charge assumes that the Insured has the following characteristic: Issue Age 75.

⁶	Fees and charges are deducted from Contract Fund Value (see “Glossary of Terms”).

⁷	An illustration of the Policy’s future benefits and values is provided once a Policy Year at no charge upon request.

⁸	This fee may increase over time to cover our administrative or other costs but will not exceed the maximum charge. We may discontinue this service at any time, with or without notice.

⁹

The Guaranteed Maximum Charges are subject to a consumer price index adjustment in order to accommodate future increases in the costs associated with these requests. The maximum charge will equal the Guaranteed Maximum Charge shown above multiplied by the CPI for the fourth month prior to the time of the charge, divided by the CPI for April, 2018. “CPI” means the Consumer Price Index for All Urban Consumers, United States City Average, All Items, as published by the United States Bureau of Labor Statistics. If the method for determining the CPI is changed, or it is no longer published, it will be replaced by some other index found by the Company to serve the same purpose.

Periodic Charges (Other than Portfolio Operating Expenses)¹

The Table below describes the fees and expenses that you will pay periodically during the time that you own the Policy other than the operating expenses for the Portfolios. Certain charges applicable to your Policy depend on your Policy Year. Please see “Policy Year” in the Glossary of Terms to help you understand how they will affect the charges applicable to your Policy.


Charge	When Charge is Deducted	Amount Deducted
Charge	When Charge is Deducted	Guaranteed Maximum Charge	Current Charge
Cost of Insurance Charge²	Monthly, on each Monthly Processing Date
Maximum Charge³		Same as current charge	$83 (monthly) per $1,000 of net amount at risk
Minimum Charge⁴		$0.007 (monthly) per $1,000 of net amount at risk	$0.006 (monthly) per $1,000 net amount at risk
Charge for Insured Age 35, Male, Premier Non-Tobacco underwriting classification⁵		$0.11 (monthly) per $1,000 of net amount at risk in the first Policy Year (varies by Policy Year)	$0.01 (monthly) per $1,000 of net amount at risk in the first Policy Year (varies by Policy Year)
Percent of Contract Fund Value Charge⁶	Monthly, on each Monthly Processing Date	All Policy Years: 0.60% annually (0.05% monthly rate) of Contract Fund Value	0.07% annually (0.00006% monthly rate) of Contract Fund Value
Administrative Charge	Monthly, on each Monthly Processing Date
Maximum Charge⁷		$10 (monthly)	$7 (monthly)
Minimum Charge⁸		$10 (monthly)	$5 (monthly)
Charge for Insured Age 35, Male, Premier Non-Tobacco underwriting classification		$10 (monthly)	$5 (monthly)


Specified Amount Charge	Monthly, on each Monthly Processing Date during the first ten Policy Years
Maximum Charge⁹		Same as current charge	1.375% (monthly) of Target Premium during Policy Years 1-10
Minimum Charge¹⁰		Same as current charge	1.021% (monthly) of Target Premium during Policy Years 1-10
Charge for Insured Age 35, Male, Premier Non-Tobacco underwriting classification		Same as current charge	1.25% (monthly) of Target Premium during Policy Years 1-10
Death Benefit Guarantee Charge	Monthly, on each Monthly Processing Date when the Death Benefit Guarantee is in force	$0.02 per $1,000 of Guaranteed Minimum Death Benefit	$0.01 per $1,000 of Guaranteed Minimum Death Benefit
Policy Debt Expense Charge¹¹	Monthly, on each Monthly Processing Date when there is Policy Debt	All Policy Years 2.00% annually (0.17% monthly rate) of Policy Debt	0.78% annually (0.065% monthly rate) of Policy Debt for Policy Years 1-20 0.28% annually (0.023% monthly rate) of Policy Debt for Policy Years 21 and above
Underwriting and Issue Charge¹²	Monthly, on each Monthly Processing Date during the first ten Policy Years
Maximum Charge¹³		Same as current charge	$0.026 (monthly) per $1,000 of Initial Specified Amount
Minimum Charge¹⁴		Same as current charge	$0.005 (monthly) per $1,000 of Initial Specified Amount
Charge for Insured Age 35, Male, Premier Non-Tobacco underwriting classification		Same as current charge	$0.007 (monthly) per $1,000 of Initial Specified Amount
Payment of Selected Monthly Premium Upon Total Disability Benefit Charge¹⁵	Monthly, on each Monthly Processing Date
Maximum Charge¹⁶		The greater of $0.09 (monthly) per $1.00 of Selected Monthly Premium, or $0.14 (monthly) per $1.00 of Specified Monthly Charges	The greater of $0.03 (monthly) per $1.00 of Selected Monthly Premium, or $0.05 (monthly) per $1.00 of Specified Monthly Charges
Minimum Charge¹⁷		$0.003 (monthly) per $1.00 of Selected Monthly Premium	$0.001 (monthly) per $1.00 of Selected Monthly Premium
Charge for Insured Age 35, Male, Premier Non-Tobacco underwriting classification		$0.01 per $1.00 of Selected Monthly Premium	$0.003 (monthly) per $1.00 of Selected Monthly Premium
Additional Purchase Benefit Charge¹⁸	Monthly, on each Monthly Processing Date
Maximum Charge¹⁹		$0.14 (monthly) per $1,000 of additional purchase benefit amount	$0.03 (monthly) per $1,000 of additional purchase benefit amount
Minimum Charge²⁰		$0.04 (monthly) per $1,000 of additional purchase benefit amount	$0.01 (monthly) per $1,000 of additional purchase benefit amount
Charge for Insured, Issue Age 0, Male		$0.04 (monthly) per $1,000 of additional purchase benefit amount	$0.02 (monthly) per $1,000 of additional purchase benefit

The charges described in this table may vary based upon one or more characteristics of the Policy, such as factors including but not limited to: Insured underwriting classification, Issue Age, sex, underwriting amount, Specified Amount, Target Premium, Policy Debt, and Policy Year (see “Charges and Deductions—Monthly Policy Charges and Service Charges” for more details regarding each charge). Charges may be different if your Policy is “Paid-up” (see “Paid Up Insurance”). Therefore, the charges shown in the table may not be representative of the charges a particular Owner may pay. Your Policy schedule pages will indicate the Guaranteed Maximum Charge for each periodic charge under your Policy. In addition, where appropriate, all charges in the table expressed in dollars have been rounded to the nearest dollar, and all amounts that would round to zero have been rounded to the nearest penny or less, as necessary. Please request an illustration from your Financial Representative for personalized information, including the particular charges applicable to your Policy. (See “Illustrations”). Unless otherwise noted, the charges in the table represent the monthly rate. Please see “Policy Anniversary” and “Policy Date” in the Glossary of Terms to help you understand how they will affect the charges applicable to your Policy.

The Cost of Insurance Charge will vary based on factors including but not limited to the Insured’s Attained Age, sex, underwriting classification, underwriting amount, and Policy Year. The Cost of Insurance Charges shown in the table may not be representative of the charges a particular Owner may pay. The net amount at risk is the difference between the Death Benefit and the Policy Value.

The Maximum Charge for the Cost of Insurance Charge assumes that the Insured has the following characteristic: Attained Age 120. Charges applicable to other combinations of Policy Year and Insured characteristics may be the same as the charge shown for the Maximum Charge for the Cost of Insurance Charge.

⁴

For the Minimum Charge for the Cost of Insurance Charge, the Current Charge assumes that the Policy is in the first Policy Year, and that the Insured has the following characteristics: Female, Issue Ages 1-10, Premier Non-Tobacco underwriting classification. For the Minimum Charge for the Cost of Insurance Charge, the Guaranteed Maximum Charge assumes that the Insured has the following characteristic: Female, Issue Ages 1-13, Premier Non-Tobacco underwriting classification. Charges applicable to other combinations of Policy Year and Insured characteristics may be the same as the charge shown for the Minimum Charge for the Cost of Insurance Charge.

⁵

The amount of the Cost of Insurance Charge is determined by multiplying the net amount at risk by the cost of insurance rate (see “Charges and Deductions”). The net amount at risk is the difference between the Death Benefit (or the Guaranteed Minimum Death Benefit if the Policy is in force under the Death Benefit Guarantee) and the Policy Value. Generally, the cost of insurance rate will increase each Policy Year.

⁶

For purposes of this charge, the Contract Fund Value is as of the day previous to a Monthly Processing Date plus investment results applicable for that Monthly Processing Date.

⁷

The Maximum Charge for the Administrative Charge assumes that the Insured has the following characteristics: Issue Age 75, Class 1 to 9 Non-Tobacco/Occasional Tobacco, Standard Plus Tobacco, and Class 1 to 7 Tobacco underwriting classification.

⁸

The Minimum Charge for the Administrative Charge assumes that the Insured has the following characteristics: Issue Ages 0-45, Premier, Preferred, and Standard Plus Non-Tobacco and Premier and Preferred Tobacco underwriting classification.

⁹

For the Maximum Charge for the Specified Amount Charge, the Current Charge and the Guaranteed Maximum Charge assumes that the Insured has the following characteristics: Issue Age 65, Class Preferred, Standard Plus and Class 1 to 7 Tobacco underwriting classification.

¹⁰

The Minimum Charge for the Specified Amount Charge, the Current Charge and the Guaranteed Maximum Charge assumes that the Insured has the following characteristics: Issue age 15, Class Premier, Preferred Non-Tobacco/Occasional Tobacco underwriting.

¹¹

This charge is deducted from Contract Fund Value when there is Policy Debt and is intended to cover the costs associated with loans. This charge, that has a guaranteed maximum rate of 2%, encompasses any loan interest spread, which is the difference between the interest rate charged on policy loan amounts and the interest rate credited on amounts designated as collateral for the loan. The interest rates charged to loan amounts and credited to collateral are adjustable but are subject to a guaranteed maximum difference of 2%. Please see “Policy Loans” for more information regarding how the loan interest rate is calculated.

¹²

The current minimum Specified Amount is $100,000 for Issue Ages 18-75 and $50,000 for Issue Ages 0-17.

¹³

The Maximum Charge for the Underwriting and Issue Charge assumes that the Insured has the following characteristics: Issue Age 25, Class 1 to 9 Non-Tobacco/Occasional Tobacco, Standard Plus Tobacco, and Class 1 to 7 Tobacco underwriting classification.

¹⁴

The Minimum Charge for the Underwriting and Issue Charge assumes that the Insured has the following characteristics: Issue Age 55, Premier, Preferred; and Standard Plus Non-Tobacco/Occasional Tobacco; Premier and Preferred Tobacco underwriting classification.

¹⁵

The charges for the Payment of Selected Monthly Premium Upon Total Disability vary based on the Insured’s Attained Age, underwriting classification, and “Selected Monthly Premium,” and may increase from year to year. Selected Monthly Premium is an amount the Owner selects subject to a maximum permitted amount. The charges shown in the table may not be representative of the charges a particular Owner may pay. If selected, the Selected Monthly Premium Benefit provides, during the total disability of the Insured, for the payment of the greater of (1) the Selected Monthly Premium or (2) the amount needed to provide for the payment of the “Specified Monthly Charges” (current Monthly Policy Charges excluding the Monthly Policy Debt Expense Charge and the charge for this benefit). (See “Optional Benefits” for more information about this benefit.) The monthly charge for this benefit is the greater of the selected monthly premium rate times the Selected Monthly Premium or the specified monthly charges rate times the Specified Monthly Charges. If this optional benefit is selected, the maximum rates are shown in your Policy.

¹⁶

The Maximum Charge for the Payment of Selected Monthly Premium Upon Total Disability Charge assumes that the Insured has the following characteristics: Attained Age 57, standard underwriting classification.

¹⁷

The Minimum Charge for the Payment of Selected Monthly Premium Upon Total Disability Charge assumes that the Insured has the following characteristics: Attained Ages 0-17, standard underwriting classification. This assumes the amount of the charge determined by the Selected Monthly Premium is greater than the amount of the charge determined by the Specified Monthly Charges.

¹⁸

The charges for the Additional Purchase Benefit vary based on the Insured’s gender and Attained Age at the time the benefit is added to the policy. The charges shown in the table may not be representative of the charges a particular Owner may pay. The maximum Additional Purchase Benefit amount is the lesser of two times the Specified Amount and $200,000.

¹⁹

The Current Charge for the Maximum Charge for the Additional Purchase Benefit Charge assumes that the Insured has the following characteristics: Male, Benefit added at Attained Age 13-14. The Guaranteed Maximum Charge for the Additional Purchase Benefit Charge assumes that the Insured has the following characteristics: Benefit added at Attained Age 38 for Male or Female.

²⁰

The Current Charge for the Minimum Charge for the Additional Purchase Benefit Charge assumes that the insured has the following characteristics: Female, Benefit added at Attained Age 36 and 38. The Guaranteed Maximum Charge for the Minimum Charge of the Additional Purchase Benefit Charge assumes that the Insured has the following characteristic: Male or Female, Benefit added at Attained Age 0.

Annual Portfolio Operating Expenses

The table below shows the range (minimum and maximum) of total operating expenses, including investment advisory fees, distribution (12b-1) fees and other expenses of the Portfolios that you may pay periodically during the time you own the Policy. The first line of this table lists expenses that do not reflect fee waivers or expense limits and reimbursements, nor do they reflect short-term trading redemption fees, if any, charged by the Portfolios. The information is based on operations for the year ended December 31, 2018. Fees are deducted from, and expenses are paid out of, the assets of the Portfolios that are described in the prospectuses for the Funds. More details concerning these fees and expenses are contained in the attached prospectuses for the Funds.


	Minimum	Maximum
Range of Total Annual Portfolio Operating Expenses (expenses include investment advisory fees, distribution (12b-1) fees, and other expenses as a percentage of average Portfolio assets)	0.21%	1.42%
Range of Total Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement*	0.20%	1.21%

The “Range of Total Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement” line in the above table shows the minimum and maximum fees and expenses charged by all of the Portfolios after taking into account contractual fee waiver or reimbursement arrangements in place. Those contractual arrangements are designed to reduce Total Annual Portfolio Operating Expenses for Owners and will continue for at least one year from the date of this prospectus. For more information about which Portfolios currently have such contractual reimbursement or fee waiver arrangements in place, see the prospectuses of the underlying Funds.

For more information about voluntary fee waivers that may be in place, see the “Charges and Deductions” section.

Northwestern Mutual

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 licensed to conduct a conventional life insurance business in the District of Columbia and in all states of the United States. Its total assets were over $272 billion as of December 31, 2018. The Home Office of Northwestern Mutual is located at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

“Northwestern Mutual,” “Company,” “we,” “us,” and “our” in this prospectus mean The Northwestern Mutual Life Insurance Company.

General Account assets are used to guarantee the payment of certain benefits under the Policy, including death benefits. To the extent that we are required to pay you amounts under these benefits that are in addition to assets in the Separate Account, such amounts will come from General Account assets. Thus, Owners must look to the strength of the Company and its General Account with regard to guarantees under the Policy. The General Account is exposed to the risks normally associated with the operation of a life insurance company, including insurance pricing, asset liability management and interest rate risk, operational risks, and the investment risks of a portfolio of securities that consists largely, though not exclusively, of fixed-income securities. Some of the risks associated with such a portfolio include interest rate, option, liquidity, and credit risk. The financial statements contained in the Statement of Additional Information include a further discussion of risks inherent within the General Account investments. The assets in the General Account are subject to the claims of the Company’s general creditors.

The Separate Account

We established the Separate Account by action of our Trustees on March 22, 2006, in accordance with the provisions of Wisconsin insurance law. The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”). We own the assets in the Separate Account and we are obligated to pay all benefits under the Policies. We may use the Separate Account to support other variable life insurance policies we issue. We have divided the Separate Account into Divisions, each of which invests in shares of one Portfolio of the Funds.

Subject to any applicable limitations, you may allocate the money you invest under your Policy among the Divisions described elsewhere in this Prospectus. Each Division corresponds to one of the Portfolios of the Funds. Under Wisconsin law, Separate Account assets are held separate from our other assets and are not part of our General Account. Income, gains, and losses, whether or not realized, from assets allocated to the Separate Account will be credited to or charged against the Separate Account without regard to our other income, gains, or losses. Income, gains, and losses credited to, or charged against, a Division reflect that Division’s own investment performance and not the investment performance of our other assets. We may not use the Separate Account’s assets to pay any of our liabilities other than those arising from the Policies and any other variable life insurance Policies funded by the Separate Account. We may, however, use all of our assets (except those held in certain other separate accounts) to satisfy our obligations under your Policy.

Where permitted by law and subject to any required regulatory approvals or votes by Owners, we reserve the right to:

•

operate the Separate Account or a Division either as a unit investment trust or a management investment company under the 1940 Act, or in any other form permitted by law, if deemed by the Company to be in the best interest of Owners;

•

invest current and future assets of a Division in securities of another Portfolio as a substitute for shares of a Portfolio already purchased or to be purchased;

•

create new separate accounts;

•

combine the Separate Account with any other separate account;

•

transfer cash from time to time between the General Account and the Separate Account as deemed necessary or appropriate and consistent with the terms of the Policy, including but not limited to transfers for the deduction of charges and in support of payment options;

•

on behalf of the Company, transfer assets of the Separate Account in excess of reserve requirements (only for accrued fees and charges or any seed capital) applicable to the Policies supported by the Separate Account to the General Account (assets remaining in the Separate Account necessary to fulfill its obligations under the Policy are not subject to claims against or losses in the General Account);

•

transfer the assets and liabilities of the Separate Account to another separate account;

•

add, delete or make changes to the securities and other assets held or purchased by the Separate Account;

•

terminate and/or liquidate the Separate Account;

•

restrict or eliminate any voting rights of Owners or other persons having voting rights as to the Separate Account; and

•

make any changes to the Separate Account to conform with, or required by any change in, federal tax law, the 1940 Act and regulations promulgated thereunder, or any other applicable federal or state laws.

In the event that we take any of these actions, we may make an appropriate endorsement of your Policy and take other actions necessary to comply with applicable law.

The Funds

A variety of investment options are made available under the Policy for allocation. However, the Company does not endorse or recommend any particular option, nor does it provide investment advice. You are responsible for choosing your investment options and should make your choices based on your individual situation and risk tolerances. After making your initial allocation decisions, you should monitor your allocations and periodically review the options you select and the amounts allocated to each to ensure your selections continue to be appropriate. The amounts you invest in a particular Division are not guaranteed and, because both principal and any return on the investment are subject to market risk, you can lose money.

The assets of each Division are invested in a corresponding Portfolio that is a series of one of the following mutual funds: Northwestern Mutual Series Fund, Inc.; Fidelity^® Variable Insurance Products; Neuberger Berman Advisers Management Trust; Russell Investment Funds; and Credit Suisse Trust. The Separate Account buys shares of the Portfolios at their respective net asset values without sales charge. The Portfolios are available for investment only by separate accounts supporting variable insurance products and are not publicly traded. Their performance can differ substantially from publicly traded mutual funds with similar names. The specific Portfolios available under your Policy may change from time to time, and not all Portfolios in which assets of the Separate Account are invested may be available under your Policy. Your ability to invest in a Portfolio may be affected by the actions of such Portfolio, such as when a Portfolio closes.

The investment objectives of each Portfolio are set forth below. There is no assurance that any of the Portfolios will achieve its stated objective(s). You can find more detailed information about the Portfolios, including a description of each Portfolio, in the attached Portfolio prospectuses. Read the prospectuses for the Portfolios carefully before investing. Please see the prospectuses for the Portfolios for a discussion of the potential risks and conflicts presented by the use of a Portfolio as an investment option under variable annuity contracts and variable life insurance policies offered by affiliated and non-affiliated life insurance companies. Note: If you received a summary prospectus for a Portfolio listed below, please follow the directions on the first page of the summary prospectus to obtain a copy of the full fund prospectus.

Northwestern Mutual Series Fund, Inc. (the “Series Fund”)

The principal investment adviser for the Portfolios of the Series Fund is Mason Street Advisors, LLC (“MSA”), our wholly-owned company. The investment advisory agreements for the respective Portfolios provide that MSA will provide services and bear certain expenses of the Series Fund. MSA employs a staff of investment professionals to manage the assets of the Series Fund and the other advisory clients of MSA. We provide related facilities and personnel, which MSA uses in performing its investment advisory functions. MSA has retained and oversees a number of asset management firms under investment sub-advisory agreements to provide day-to-day management of the Portfolios indicated below. Each such sub-adviser may be replaced without the approval of shareholders. Please see the attached prospectuses for the Series Fund for more information.


Portfolio	Investment Objective	Sub-adviser (if applicable)
Growth Stock Portfolio	Long-term growth of capital; current income is a secondary objective	T. Rowe Price Associates, Inc.
Focused Appreciation Portfolio	Long-term growth of capital	Loomis, Sayles & Company, L.P.
Large Cap Core Stock Portfolio	Long-term growth of capital and income	Wellington Management Company LLP
Large Cap Blend Portfolio	Long-term growth of capital and income	Fiduciary Management, Inc.
Index 500 Stock Portfolio	Investment results that approximate the performance of the Standard & Poor’s 500^® Composite Stock Price Index	N/A
Large Company Value Portfolio	Long-term capital growth; income is a secondary objective	American Century Investment Management, Inc.
Domestic Equity Portfolio	Long-term growth of capital and income	Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust
Equity Income Portfolio	Long-term growth of capital and income	T. Rowe Price Associates, Inc.
Mid Cap Growth Stock Portfolio	Long-term growth of capital	Wellington Management Company LLP
Index 400 Stock Portfolio	Investment results that approximate the performance of the S&P MidCap 400^® Stock Price Index	N/A
Mid Cap Value Portfolio	Long-term capital growth; current income is a secondary objective	American Century Investment Management, Inc.
Small Cap Growth Stock Portfolio	Long-term growth of capital	Wellington Management Company LLP
Index 600 Stock Portfolio	Investment results that approximate the performance of the Standard & Poor’s SmallCap 600^® Index	N/A
Small Cap Value Portfolio	Long-term growth of capital	T. Rowe Price Associates, Inc.
International Growth Portfolio	Long-term growth of capital	FIAM LLC
Research International Core Portfolio	Capital appreciation	Aberdeen Asset Managers Limited
International Equity Portfolio	Long-term growth of capital; any income realized will be incidental	Templeton Investment Counsel, LLC
Emerging Markets Equity Portfolio	Capital appreciation	Massachusetts Financial Services Company
Government Money Market Portfolio⁽¹⁾	Maximum current income to the extent consistent with liquidity and stability of capital	BlackRock Advisors, LLC
Short-Term Bond Portfolio	To provide as high a level of current income as is consistent with prudent investment risk	T. Rowe Price Associates, Inc.
Select Bond Portfolio	To provide as high a level of total return as is consistent with prudent investment risk; a secondary objective is to seek preservation of shareholders’ capital	Wells Capital Management, Inc.
Long-Term U.S. Government Bond Portfolio	Maximum total return, consistent with preservation of capital and prudent investment management	Pacific Investment Management Company LLC
Inflation Protection Portfolio	Pursue total return using a strategy that seeks to protect against U.S. inflation	American Century Investment Management, Inc.
High Yield Bond Portfolio⁽²⁾	High current income and capital appreciation	Federated Investment Management Company
Multi-Sector Bond Portfolio	Maximum total return, consistent with prudent investment management	Pacific Investment Management Company LLC
Balanced Portfolio	To realize as high a level of total return as is consistent with prudent investment risk, through income and capital appreciation	N/A
Asset Allocation Portfolio	To realize as high a level of total return as is consistent with reasonable investment risk	N/A

⁽¹⁾

Although the Government Money Market Portfolio seeks to preserve its value at $1.00 per share, it is possible to lose money by investing in the Government Money Market Portfolio. An investment in a money market portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any government agency. During extended periods of low interest rates, the yield of a money market portfolio may also become extremely low and possibly negative. Please note that allocations into the Government Money Market Division are subject to certain restrictions if your Death Benefit Guarantee is in effect (see “Restrictions on Amounts in the Government Money Market Division” below).

⁽²⁾	High yield bonds are commonly referred to as junk bonds.

Fidelity^® Variable Insurance Products

The Fidelity^® VIP Mid Cap Portfolio and the Fidelity^® VIP Contrafund^® Portfolio are series of Variable Insurance Products Fund III and the Variable Insurance Products Fund II, respectively. The Separate Account buys Service Class 2 shares of the Portfolios, the investment adviser for which is the Fidelity Management & Research Company (FMR). The following affiliates of FMR also assist with foreign investments: Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.


Portfolio	Investment Objective	Sub-adviser
VIP Mid Cap Portfolio	Long-term growth of capital	FMR Co., Inc.
VIP Contrafund^® Portfolio	Long-term capital appreciation	FMR Co., Inc.

Neuberger Berman Advisers Management Trust

The Neuberger Berman Advisers Management Trust Sustainable Equity Portfolio is a series of the Neuberger Berman Advisers Management Trust. The Separate Account buys Class I shares of the Portfolio, the investment adviser for which is Neuberger Berman Investment Advisers LLC.


Portfolio		Investment Objective
Sustainable Equity Portfolio		Long-term growth of capital by investing primarily in securities of companies that meet the Portfolio’s environmental, social and governance criteria

Russell Investment Funds

The assets of each of the Portfolios comprising the Russell Investment Funds are invested by one or more investment management organizations researched and recommended by Russell Investment Management LLC (“RIM”). RIM is the investment adviser of the Russell Investment Funds.


Portfolio		Investment Objective
U.S. Strategic Equity Fund		Long-term growth of capital
U.S. Small Cap Equity Fund		Long-term growth of capital
Global Real Estate Securities Fund		Current income and long-term growth of capital
International Developed Markets Fund		Long-term growth of capital
Strategic Bond Fund		Provide total return
LifePoints^® Variable Target Portfolio Series Moderate Strategy Fund		Current income and moderate long-term capital appreciation
LifePoints^® Variable Target Portfolio Series Balanced Strategy Fund		Above-average long-term capital appreciation and a moderate level of current income
LifePoints^® Variable Target Portfolio Series Growth Strategy Fund		High long-term capital appreciation; and as a secondary objective, current income
LifePoints^® Variable Target Portfolio Series Equity Growth Strategy Fund		High long-term capital appreciation

Credit Suisse Trust

The Commodity Return Strategy Portfolio is a series of Credit Suisse Trust. The Separate Account buys shares of the Portfolio, the investment adviser for which is Credit Suisse Asset Management, LLC.


Portfolio		Investment Objective
Commodity Return Strategy Portfolio		Total Return

Restrictions on the Government Money Market Division

In addition to any short-term trading or transfer restrictions, after the Initial Allocation Date (see “Allocating Premiums”), there are certain restrictions on investments in the Government Money Market Division if your Death Benefit guarantee is in effect. (Please see “Restrictions on Amounts in the Government Money Market Division” below.)

Payments We Receive

We select the Portfolios available through this Policy based on several criteria, including asset class coverage, the strength of the investment adviser’s or sub-adviser’s reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Another factor we consider during the selection process is whether the Portfolio’s investment adviser or an affiliate will make payments to us or our affiliates. We review the Portfolios periodically and may remove a Portfolio or limit its availability to new premiums and/or transfers if we determine that the Portfolio no longer meets one or more of the selection criteria, and/or if the Portfolio has not attracted significant allocations from Owners. The Series Fund has been included in part because it is managed by a subsidiary of the Company.

We do not provide any investment advice and do not recommend or endorse any particular Portfolio. You bear the risk of any decline in the assets allocated to the Divisions resulting from the performance of the Portfolios you have chosen.

Owners, through their indirect investment in the Portfolios, bear the costs of the investment advisory or management fees that the Portfolios pay to their respective investment advisors (see the Portfolios’ prospectuses for more information). As described above, an investment adviser of a Portfolio, or its affiliates, may make payments to the Company and/or certain of our affiliates, which is generally a positive factor when selecting Portfolios. However, the amount of such payments is not determinative as to whether a Portfolio is available through the Policy. These payments may be derived, in whole or in part, from the advisory fee deducted from Portfolio assets. The amount of the compensation is based on a percentage of assets of the Portfolios attributable to the Policies and certain other variable insurance products that the Company issues. The percentages differ and some investment advisers (or other affiliates) may pay more than others. The percentages currently range up to 0.25%. These payments may be used for various purposes, including payment of expenses that the Company and/or its affiliates incur for services performed on behalf of the Policies and the Portfolios. The Company and its affiliates may profit from these payments.

Certain Portfolios have also adopted a Distribution (and/or Shareholder Servicing) Plan under Rule 12b-1 of the 1940 Act, which is described in more detail in the Portfolios’ prospectuses. The payments, which may be up to 0.25%, are deducted from assets of the Portfolios and are paid to our distributor, Northwestern Mutual Investment Services, LLC. These payments decrease the Portfolio’s investment return. We also consider the receipt of these payments generally to be a positive factor when selecting Portfolios.

Additionally, an investment adviser or sub-adviser of a Portfolio (or of an underlying fund in which a Portfolio invests) or its affiliates may provide the Company with wholesaling services that assist in the distribution of the Policies and may pay the Company and/or certain of our affiliates amounts to participate in sales meetings. These amounts may be significant and may provide the investment adviser or sub-adviser (or their affiliate) with increased access to persons involved in the distribution of the Policies.

Restrictions on Amounts in the Government Money Market Division

In addition to any short-term trading or transfer restrictions, (see “Transfers” and “Short-Term and Excessive Trading,” respectively), if available under your Policy, there are restrictions on the timing and amounts that can be allocated or transferred to Government Money Market Division depending on whether you have an active Death Benefit Guarantee (see “Death Benefit Guarantee”).

If Your Death Benefit Guarantee is Active. After the Initial Allocation Date (see “Allocating Premiums), there are limits on the timing and amounts that can be allocated as premium payments or transferred by the Owner to the Government Money Market Division when the Death Benefit Guarantee is active. While the following may not be representative of the precise restrictions applicable to your Policy, the current restrictions for a representative policy include any or all of the following, separately or in combination:

●

Limits on Amounts. No amount may be allocated or transferred into the Government Money Market Division if such allocation or transfer would cause the sum of the amounts in the Government Money Market Division to exceed the limits described in the Policy. For a representative insured (Issue age 35) those percentages are (please see the “Table of Policy Value Percentage Limits” in your Policy schedule pages for your exact limits):


Policy Year	Limit %	Policy Year	Limit %
1	5%	17	22%
2	5%	18	24%
3	5%	19	26%
4	5%	20	28%
5	5%	21	30%
6	6%	22	32%
7	7%	23	34%
8	8%	24	36%
9	9%	25	38%
10	10%	26	40%
11	11%	27	42%
12	12%	28	44%
13	14%	29	46%
14	16%	30	48%
15	18%	31+	50%
16	20%

●

Limit on Net Premiums. No Net Premium may be allocated to the Government Money Market Division if such allocation would cause the sum of the Net Premiums allocated to the Government Money Market Division to exceed the limit described in your Policy schedule pages, currently 50% of Net Premiums paid under the Policy;

●

Limit on Transfers. No transfer may be made to the Government Money Market Division in a Policy Year if such transfer would cause the sum of the amounts transferred to the Government Money Market Division in that Policy Year to exceed the limit described in your Policy schedule pages, currently 10% of the sum of allocations to the Divisions as of the most recent Policy Anniversary; and

Any Net Premium or amount that you request to be allocated to the Government Money Market Division that does not meet the above restrictions will be allocated to the other Divisions of the Separate Account based on your current allocation instructions. If your allocation instructions are not on file with us, the request will not be considered in Good Order and you or your Financial Representative will be contacted for further instructions.

Information About the Policy

Purchasing a Policy

When you purchase your Policy, you enter into a contract with us. Your Policy, together with your Application (including all underwriting questionnaires or supplements) and any amendments, endorsements, riders and optional benefits, is the entire contract. To purchase a Policy, you must submit the Application and, in most cases (see “When Insurance Coverage Takes Effect” below), an initial Premium Payment, to us through a Northwestern Mutual Financial Representative. Generally, the Policy is available for

Insureds between Issue Ages 0-75. We must receive evidence of insurability that satisfies our underwriting standards before we will issue a Policy. We reserve the right to reject an Application if it does not meet our underwriting or administrative requirements or for any reason permitted by law.

Although we do not anticipate delays in our receipt and processing of Applications or Premium Payments, we may experience such delays to the extent Applications, underwriting information and Premium Payments to our Home Office are not received on a timely basis. Such delays could result in delays in the issuance of Policies and the allocation of Premium Payments under existing Policies.

Specified Amount

Your Policy’s initial amount of insurance coverage is its Initial Specified Amount. You select the Specified Amount when you apply for the Policy, subject to a minimum and our insurability and other underwriting requirements. The Specified Amount must be at least $100,000 for Issue Ages 18-75 and $50,000 for Issue Ages 0-17. We reserve the right to modify the minimum Specified Amount and underwriting requirements at any time.

You may decrease the Specified Amount while the Policy is in force, upon written request and subject to our approval. We will not permit a decrease if such decrease results in a Specified Amount less than the minimum Specified Amount we would require for issuance of a new Policy at the time of the change. A change in the Specified Amount will be effective on a Monthly Processing Date upon receipt of a written request in Good Order at our Home Office. If the request is received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Monthly Processing Date, the change in Specified Amount will be effective on that date. If the request is not received on a Monthly Processing Date, or on or after the close of trading on the NYSE on a Monthly Processing Date, the change in Specified Amount will be effective on the next Monthly Processing Date. If your request is not in Good Order, either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements. We reserve the right to charge for more than one change to the Specified Amount in a Policy Year. We will deduct any such charge from the Contract Fund Value. (See “Charges and Expenses”).

The Insured is assigned an underwriting classification which we use to calculate cost of insurance and other charges. Most insurance companies use similar risk classification criteria. We normally use the medical or paramedical underwriting method to assign underwriting classifications, which may require a medical examination and is based on information provided in the application, which may include, among other things, financial information or the amount of insurance applied for. We may also, however, use other forms or methods of underwriting if we think it is appropriate.

Under certain circumstances the Policy may be eligible for a more favorable risk classification if the Insured has ceased use of tobacco or nicotine. Applications for such reclassification may be applied for on or after the first Policy Anniversary based on the Company’s then-current underwriting standards, which may include criteria other than tobacco or nicotine use or different standards on what constitutes use of these substances and may be contestable by the Company for two years after the effective date of the reclassification. Applications for reclassification approved by the Company will be effective on the next Monthly Processing Date after receipt of the application in Good Order.

When Insurance Coverage Takes Effect

Generally, we will accept the Policy Application and issue a Policy if we determine that the Insured meets our underwriting and administrative requirements. If a Premium Payment is paid with your Application, insurance coverage becomes effective (provided that the Insured is found to be insurable) on the Date of Issue, which is the later of the date the Application is signed or the date all medical evidence forms required for underwriting are provided. If a Premium Payment is first made at the time of Policy delivery, there is no insurance coverage prior to Policy delivery.

Your Policy Date is the date we use to determine the Issue Age of the Insured, which is used to determine the cost of insurance rates. The Policy Date also is the date used to establish Policy Years. Generally, the Policy Date is the Date of Issue. However, with our approval and subject to state insurance law limitations, we may backdate your Policy Date up to six months or future date it up to 30 days from the Date of Issue under normal circumstances. Backdating may lower your cost of insurance rate, but you will be assessed Monthly Policy Charges retroactive to the Policy Date you select. Future dating is sometimes requested to permit multiple insurance policies to have the same Monthly Processing Date to facilitate administration. We may future date your Policy Date up to 120 days if the Insured’s underwriting classification is different than requested on the Application. Modifying your Policy Date may require adjustments to your first Premium Payment relating to the Monthly Policy Charges for the period between the Date of Issue and the Policy Date and is subject to any current restrictions on available investment options. Both the Date of Issue and the Policy Date may be found in your Policy schedule pages.

Right to Return Policy

You may generally return the Policy for a refund within 10 days for any reason or sixty (60) days for replacements after you receive it by returning the Policy to us at our Home Office or to your Financial Representative. The amount of your refund will equal the sum of (a) your Policy’s Contract Fund Value on the date we receive your returned Policy or a written cancellation request at our Home Office plus (b) any previously deducted Premium charges, Monthly Policy Charge and Service Charges. (See “Allocating Premiums” and “Initial Allocation Date” below for more information regarding your initial Premium Payment and how we apply it to the Separate Account.)

Ownership Rights

As Owner of the Policy, you make the decisions about the Policy and Policy benefits while it is in force, without the consent of any beneficiary. If the Policy has more than one Owner, decisions with respect to the Policy and its benefits may be exercised only with the consent and authorization of all Owners. Generally, only Owners are entitled to important information about the Policy. Other persons, such as beneficiaries or payors, are entitled to only limited information.

To transfer ownership of the Policy to another person, the Owner must provide us written notification of the transfer and must supply any required information about the new Owner in a manner acceptable to the Company. We will not be responsible to the new Owner for any payment or other action taken by us until the written notification of the transfer is received by us at our Home Office. The transfer of ownership will then be effective as of the date the transfer form was signed. We may require you to send the Policy to our Home Office for endorsement to reflect the transfer of ownership. If the Owner is not the Insured, the Owner may name or change a successor Owner, who will become the new Owner upon the Owner’s death upon written notification similar in manner to transfers in ownership.

Exchange for a Fixed Benefit Policy

We allow you to exchange your Policy for a life insurance policy with benefits that do not vary with the investment experience of the Separate Account (“Fixed Benefit Policy”) at any time within 18 months provided premiums are duly paid. The Fixed Benefit Policy will be on the life of the same Insured and at the time of the exchange will have the same Policy Date and Issue Age and a Death Benefit at least as great as the initial Death Benefit of your Policy (assuming no decrease in Specified Amount prior to the exchange). The exchange may be subject to an equitable cash adjustment, which will recognize the investment performance of the Policy through the effective date of the exchange and may have tax consequences. An exchange will be effective when we receive a proper written request, as well as the Policy, and any amount due on the exchange.

In addition, you may exchange a Policy for a Fixed Benefit Policy if, at any time, a Fund changes its investment adviser, if there is a material change in the investment policies of a Portfolio that was approved by Owners, or the Portfolio is substituted for another portfolio (see “Other Policy Transactions-Substitution of Portfolio Shares and Other Changes”). There may be a cost associated with the exchange. You will be given notice of any such change and will have 60 days to make the exchange.

Modifying the Policy

Any Policy change that you request is subject to our then current insurability and processing requirements. Processing requirements may include, for example, completion of certain forms. satisfying certain evidentiary requirements or making any required payments.

If the Policy is changed or modified, we may make appropriate endorsements to the Policy, and we may require you to send your Policy to our Home Office for endorsement. Any modification or waiver of our rights or requirements under the Policy must be in writing and signed by an officer of the Company. No agent or other person may bind us by waiving or changing any provision contained in the Policy.

Upon notice to you, we may modify the Policy:

•

to conform the Policy, our operations, or the Separate Account’s operations to the requirements of any law (including any regulation issued by a government agency) to which the Policy, the Company, or the Separate Account is subject;

•

to ensure continued qualification of the Policy as a life insurance contract under the federal tax laws; or

•

to reflect a change in the Separate Account’s operation.

Premium Payments

A minimum initial Premium Payment is required to put your Policy in force. No insurance will take effect until the minimum initial Premium Payment is made. The minimum initial Premium Payment is based on the Issue Age, underwriting classification and sex of the Insured, the Initial Specified Amount, any optional benefits and, if applicable, the Death Benefit Guarantee Period. For certain Death Benefit Guarantee Periods, a minimum Premium Payment is required to be paid in the first Policy Year.

Although you must make sufficient Premium Payments to keep the Policy in force, after we issue the Policy there is no required schedule or amount of Premium Payments. However, if you elect a Death Benefit Guarantee, a minimum Premium Payment is required to meet the Death Benefit Guarantee Test. (See “Death Benefit Guarantee”). Unless the Death Benefit Guarantee is available to keep your Policy from terminating, investment results of the Divisions to which your Net Premium is allocated will affect the Premium Payments you are required to make to keep your Policy in force. There are limits on your investments into the Government Money Market Fund (see “Restrictions on Amounts in the Government Money Market Division”).

You may send Premium Payments to our Home Office or to a payment center designated by us. All payments must be made in U.S. Dollars payable through a U.S. financial institution. We accept Premium Payments by check or electronic funds transfer (“EFT”). We do not accept third-party checks at the Home Office as part of the initial Premium Payment. We generally will not accept cash, money orders, traveler’s checks or “starter” checks; however, in limited circumstances, we may accept some cash equivalents in accord with our anti-money laundering procedures. If you make a Premium Payment with a check or bank draft and, for whatever reason, it is later returned unpaid or uncollected, or if a Premium Payment by EFT is reversed, we reserve the right to reverse the transaction. We also reserve the right to recover any resulting losses incurred by us by withdrawing a sufficient amount of Policy Value.

After the In Force Date (See “Allocating Premiums to the Separate Account” below), Net Premiums are placed in the Divisions on the date we receive your Premium Payment in Good Order at our Home Office and are credited as of the date of receipt. Premiums received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and credited on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, they are deemed to be received and credited on the next Valuation Date. If your payment is not in Good Order, either we or your Financial Representative will notify you in writing, by telephone or by email in an effort to conform your payment to our then-current requirements.

You may not make any Premium Payments after the Policy Anniversary nearest the Insured’s 121^stbirthday. You may not make additional Premium Payments of less than $25. A Premium Payment that would either exceed cumulative premiums illustrated in the Application or increase the Policy’s Death Benefit more than it increases the Policy Value will be accepted only if: the insurance in force, as increased, will be within our issue limits; our insurability requirements are met; and the Premium Payment is received prior to the Policy Anniversary nearest the Insured’s 85^th birthday.

We have the right to limit or refund a Premium Payment or make distributions from the Policy as necessary to continue to qualify the Policy as life insurance under federal tax law, including the classification of your Policy as a modified endowment contract. We may accept a premium at the direction of the Owner, however, even if it would cause the Policy to be classified as a modified endowment contract. (See “Tax Considerations”).

If we receive a Premium Payment before its due date in circumstances where allocating such Premium to your Policy could result in your Policy failing to qualify as life insurance or being classified as a modified endowment contract, or where the Premium Payment was intended to be applied as of its due date, depending on you or your Financial Representative’s instructions we may hold the Premium or partial Premium Payment in a non-interest bearing account until its due date, at which time we will allocate your payment to the Divisions according to then-current allocation instructions.

If there is Policy Debt, payments received at our Home Office, or to a payment center designated by us, that are not designated as Premium Payments will be treated as payments to reduce Policy Debt. (See “Policy Loans”).

If mandated under applicable law, we may be required to reject a Premium Payment. We may also be required to provide information about you and your account to government regulators.

Allocating Premiums

When you apply for a Policy, you must instruct us in the Application or supplement to the Application to allocate your Net Premium to one or more Divisions of the Separate Account. Net Premiums are premiums less deductions from premiums, such as premium expense charges. (See “Charges and Deductions—Premium Expense Charge”).

If your initial Premium Payment is submitted with your Application, we will place the Premium Payment in our General Account, and the Net Premium will remain in our General Account until the In Force Date. We may credit the Net Premium with interest while it

remains in the General Account. We may change the rate of interest we credit initial Net Premiums held in our General Account at any time and at our sole discretion, but the rate will not be less than 0%. For more information, please contact Advanced Markets Operations at 1-866-464-3800. On the In Force Date, we will transfer and credit the initial Net Premium and accrued interest to the Government Money Market Division of the Separate Account except in certain limited circumstances (see “Initial Allocation Date” below). If the In Force Date is not a Valuation Date, then we will transfer and credit the initial Net Premium and accrued interest on the next Valuation Date. Short-term premium charges, for any term insurance coverage provided from the Issue Date to the Policy Date, are deducted from the initial Premium Payment if applicable.

If payment is not made with your Application, we will transfer and credit the initial Net Premium to the Government Money Market Division of the Separate Account on the Valuation Date we receive it in Good Order at our Home Office. If payments are received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date, they will be transferred and credited to the Government Money Market Division on that date. If the payment is received on or after the close of trading on a Valuation Date, or on a day other than a Valuation Date, they will be transferred and credited to the Government Money Market Division on the next Valuation Date. If your payment is not in Good Order, either we or your Financial Representative will notify you in writing, by telephone or by email in an effort to conform your payment to our then-current requirements.

The date on which we allocate your initial Net Premium among the Divisions in accordance with your instructions is referred to as the “Initial Allocation Date.” After the In Force Date and prior to the Initial Allocation Date, we transfer and credit Net Premiums to the Government Money Market Division of the Separate Account. The Initial Allocation Date is shown in the Policy schedule pages.

Initial Allocation Date Your Initial Allocation Date is determined by a series of rules.

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First, if you have requested a Policy Date that is later than the date your Policy is approved, your Initial Allocation Date will not be earlier than the future Policy Date you requested.

•

Second, if your initial Premium Payment is submitted with your Application and your Policy is issued as applied for, your Initial Allocation Date will be the In Force Date; if we issue your Policy other than as applied for, your Initial Allocation Date will be the day we receive notification of Policy delivery in the Home Office. If your initial Premium Payment is not submitted with your Application, your Initial Allocation Date will be the later of the day we receive notification of Policy delivery or the day we receive your initial Premium Payment.

The initial allocation instructions we receive from you will remain in effect for subsequent Net Premiums until we receive your written request to change them. You may change your allocation for future Net Premiums at any time subject to the restrictions noted in this Prospectus. The change will be effective on the Valuation Date on or next following the date we receive your request in Good Order at our Home Office. Requests received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, requests are deemed to be received and effective on the next Valuation Date. If your request is not in Good Order, we will continue to credit Net Premiums to your Policy according to the allocation instructions then in effect and either we or your Financial Representative will notify you in writing, by telephone or by email in an effort to conform your request with our then-current requirements.

In order to take full advantage of these features, you should carefully consider, on a continuing basis, which options are best suited to your long-term investment needs. Investment returns from amounts allocated to the Divisions will vary with the investment performance of the Divisions and will be reduced by Policy charges. You bear the entire investment risk for amounts you allocate to the Divisions. You should periodically review your allocation instructions in light of market conditions and your overall life insurance and financial objectives. Your Financial Representative may provide us with instructions on your behalf involving the allocation of amounts among available Divisions, subject to our rules and requirements, including the restrictions on Transfers, Short Term Trading and other restrictions specific to the Government Money Market Division noted in this Prospectus (see “Restrictions on Amounts in the Government Money Market Division”).

You may request allocation changes in writing (including via facsimile or, under limited circumstances, by email) or by calling Advanced Markets Operations at 1-866-464-3800. You may also submit allocation instructions via the Internet at www.northwesternmutual.com (“Electronic Instructions”) in accordance with our then-current Internet procedures provided you have properly authorized us to accept Electronic Instructions in advance of your request. For more information see “Owner Inquiries.” Please note that we are not required to accept Electronic Instructions and we will not be responsible for losses resulting from transactions based on unauthorized Electronic Instructions, provided we follow procedures reasonably designed to verify the authenticity of Electronic Instructions. We reserve the right to limit, modify, suspend or terminate the ability to make requests via Electronic Instructions.

Determination of Values

The Contract Fund Value is the sum of amounts in the Divisions (also known as the Investment Account). At no time does the Contract Fund Value include Policy Debt. The Policy Value is the Contract Fund Value plus any Policy Debt. On the Policy Date, the Contract Fund Value is equal to the Net Premium less the Monthly Policy Charge. On any day after the Policy Date, the Contract Fund Value is equal to what it was on the previous Valuation Date plus any of these items applicable for the current Valuation Date:

•

any increase attributable to the portion of amounts in the Divisions that experience a positive rate of return for the current Valuation Period;

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any additional Net Premium;

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any loan repayment and accrued loan interest payment; and

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any dividends directed to increase Contract Fund Value;

minus any of the following items applicable to the current Valuation Date:

•

any decrease attributable to the portion of amounts in the Divisions that experience a negative rate of return for the current Valuation Period;

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the Monthly Policy Charge;

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any Policy loans;

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any withdrawals; and

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any other applicable service fees or changes, reduction in Specified Amount and transfers.

Death Benefit

Life Insurance Benefit As long as your Policy is in force, we will pay the Life Insurance Benefit to your beneficiary or beneficiaries once we receive at our Home Office satisfactory proof of the Insured’s death. We will pay the Life Insurance Benefit either in a lump sum or, at your option or the option of your beneficiary, by establishing a fixed Income Plan in the beneficiary’s name. (See “Income Plan Options”). Payments under these plans are from our General Account, and are subject to the claims of our creditors. Owners must look to the financial strength of the Company and its General Account with regard to guarantees under the Policy.

Subject to applicable provisions of the policy (e.g., misstatements), the amount of the Life Insurance Benefit will be:

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the Death Benefit, or the Guaranteed Minimum Death Benefit if the Policy is in force under the Death Benefit Guarantee; minus

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the amount of any Policy Debt; minus

•

the amount of any adjustments to the Life Insurance Benefit where (i) the Death Benefit Guarantee is keeping the Policy in force and the Insured dies during the Death Benefit Guarantee Grace Period or (ii) the Insured dies during a Policy Grace Period. (See “Death Benefit Guarantee Grace Period” and “Termination and Reinstatement”).

These amounts will be determined as of the date of the Insured’s death. Even though the Owner does not have the right to take any Policy loans or withdrawals after the date of the Insured’s death, any Policy loans or withdrawals that are taken after the date of the Insured’s death will be deducted from the Life Insurance Benefit.

We will pay the Life Insurance Benefit to the beneficiary if he or she survives the Insured and is alive on the date of payment. (See “Other Policy Provisions—Naming a Beneficiary”). If no Income Plan is elected or until the Life Insurance Benefit is paid into an Income Plan (see “Income Plan Options” below), we will pay interest on the Life Insurance Benefit from the date of the Insured’s death based on rates declared by the Company provided the rate shall not be less than the rate, if any, required by New York law for unpaid death proceeds under a life insurance policy. The investment performance of the Portfolios, as well as the charges and expenses under your Policy, may decrease your Death Benefit. Death Benefits may be limited for Insureds under the age of fifteen.

The Company will usually mail the proceeds of your Life Insurance Benefit within seven days after we receive all satisfactory proof of death at our Home Office. However, we may postpone payment after proof of death whenever the NYSE is closed or restricted (other than on customary weekend and holidays) or if the SEC permits such a delay by rule, order or declaration. During any such postponement, proceeds will be held in our General account and are subject to the claims of our creditors.

Death Benefit Options The Death Benefit before the Policy Anniversary nearest the Insured’s 121^st birthday is determined by the Death Benefit option in effect at the time of the Insured’s death. The Death Benefit on and after the Policy Anniversary nearest the Insured’s 121^stbirthday will be equal to the Policy Value. If you select the Death Benefit Guarantee option with a lifetime period and the guarantee has not previously terminated, then the Death Benefit on and after the Policy Anniversary nearest the Insured’s 121^st birthday will be the greater of the Policy Value or the Guaranteed Minimum Death Benefit.

The Policy provides for three Death Benefit options:

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Option A – the greater of the Specified Amount or the Minimum Death Benefit;

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Option B – the greater of the Specified Amount plus Policy Value or the Minimum Death Benefit; or

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Option C – the greater of the Specified Amount plus Cumulative Premiums minus Cumulative Withdrawals or the Minimum Death Benefit.

We calculate the amount available under the applicable Death Benefit option as of the date of the Insured’s death. You must elect a Death Benefit option at issue or your application will be deemed not in Good Order, in which case either we or your Financial Representative may notify you in an effort to conform your application to our then-current requirements.

The option you choose on your Application will generally depend on whether you prefer an increasing Death Benefit or a larger Policy Value, but in each case the Death Benefit will be at least the Minimum Death Benefit required for your Policy to qualify as life insurance under the Code. For purposes of Option C, cumulative Premium Payments do not include amounts credited to the Policy under the Payment of Selected Monthly Premium Upon Total Disability.

Minimum Death Benefit The Minimum Death Benefit is the amount required by federal tax law to maintain the Policy as a life insurance contract. Under any of the Death Benefit options, we will increase the Death Benefit if necessary to satisfy this requirement. A Policy must satisfy one of two testing methods to qualify as life insurance for federal income tax purposes. You may choose either the Guideline Premium/Cash Value Corridor Test or the Cash Value Accumulation Test. Both tests require the Policy’s Death Benefit to equal or exceed a defined relationship to, or multiple of, the Policy Value. You make the choice of testing methods when you purchase a Policy and it cannot 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.

Guideline Premium/Cash Value—Corridor Test Multiples


Attained Age		Policy Value %
40 or less		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


Attained Age		Policy Value %
61		128
62		126
63		124
64		122
65		120
66		119
67		118
68		117
69		116
70		116
71		113
72		111
73		109
74		107
75-90		105
91		104
92		103
93		102
94		101
95 or more		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 the Insured, the Policy’s underwriting classification and a 4% interest rate, with an adjustment made for certain kinds of optional benefits, if any.

Generally, the Guideline Premium/Cash Value Corridor Test has lower minimum multiples than the Cash Value Accumulation Test, usually resulting in better cash value accumulation for a given amount of premium and Specified Amount. This is because the Guideline Premium/Cash Value Corridor Test generally requires a lower Death Benefit and therefore a lower corresponding cost of insurance charge. However, the Guideline Premium/Cash Value Corridor Test limits the amount of Premium Payment that may be paid in each Policy Year. Generally, the Cash Value Accumulation Test has no such annual limitation, and allows more Premium Payments to be paid during the early Policy Years.

Changing Death Benefit Options You may change the Death Benefit option at any time while the Policy is in force, upon written request and subject to our approval. Death Benefit option changes are subject to our insurability requirements and issue limits. In addition, we will not permit a change if it would result in either (i) your Policy being disqualified as a life insurance contract under federal tax law, or (ii) a Specified Amount less than the minimum Specified Amount we require for issuance of a new Policy at the time of the change. A Death Benefit option change may affect the Policy Value and Specified Amount, and also result in changes to, or termination of, the Death Benefit Guarantee. The Cost of Insurance Charge will increase if a change results in a larger net amount at risk. (See “Monthly Policy Charges and Service Charges”). A Death Benefit option change results in the same net amount at risk at the time of the change, but may result in a larger net amount at risk over time than had the change not occurred. For example, a change from Death Benefit Option A to Option B should result in moving from a net amount at risk that would decline over time (assuming increasing Policy Value) to a net amount at risk that would remain level over time. Changing the Death Benefit option may have tax consequences. (See “Tax Considerations”).

If the written request is received in Good Order at our Home Office before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Monthly Processing Date, a change in the Death Benefit option will be effective on that date. If the written request is not received on a Monthly Processing Date, or is received on or after the close of trading on a Monthly Processing Date, it will be effective on the next Monthly Processing Date. We reserve the right to charge for a Death Benefit option change. (See “Charges and Deduction—Monthly Policy Charges and Service Charges”).

Death Benefit Guarantee The Policy offers a Death Benefit Guarantee Period elected at issue. The Death Benefit Guarantee Period is optional and is elected on the application and established at issue by the applicant. A Death Benefit option change may result in changes to, or termination of, the Death Benefit Guarantee. There is a charge for the Death Benefit Guarantee (see “Fee and Expense Tables–Periodic Charges” and “Charges and Deductions–Monthly Policy Charges and Service Charges”). The Death Benefit

Guarantee Period is shown on the Policy schedule pages. The Death Benefit Guarantee is available to protect the Policy from terminating during the Death Benefit Guarantee Period so long as the Death Benefit Guarantee Test is met. (See “Death Benefit Guarantee Test”). The Death Benefit Guarantee keeps the Policy in force when the Policy does not have enough Cash Surrender Value to pay the current Monthly Policy Charge and the Policy would otherwise terminate without value. (See “Termination and Reinstatement”). Please note that certain allocation or transfer restrictions may be affected by whether or not your Death Benefit Guarantee is active. (See “Restrictions on Amounts in the Government Money Market Division.”)

When the Policy does not have sufficient Cash Surrender Value to pay the current Monthly Policy Charge and is being kept in force by the Death Benefit Guarantee, the Monthly Policy Charges will first reduce the Contract Fund Value, if any, to zero and will then accumulate as due and unpaid. Then, when you make a Premium Payment, we will deduct accumulated due and unpaid Monthly Policy Charges from Contract Fund Value. At the end of the Death Benefit Guarantee Period, if the Cash Surrender Value is less than the current Monthly Policy Charges, the Policy will enter the Policy Grace Period and an additional Premium Payment will be required to keep the Policy in force. (See “Termination and Reinstatement”).

Guaranteed Minimum Death Benefit If the Policy is being kept in force by the Death Benefit Guarantee when the Insured dies, the gross amount of death proceeds will be the Guaranteed Minimum Death Benefit (“GMDB”) regardless of the Death Benefit option in effect. On the Date of Issue the GMDB equals the Specified Amount. After the Date of Issue, if there is a Policy change that changes the Specified Amount, including a Death Benefit option change, then the GMDB will equal the lessor of the current GMDB or the new Specified Amount.

Death Benefit Guarantee Test During the Death Benefit Guarantee Period, the Death Benefit Guarantee keeps the Policy from terminating, provided that the Death Benefit Guarantee Test is met. Unless the Death Benefit Guarantee was previously terminated, the Death Benefit Guarantee Test will be performed on each Monthly Processing Date during the Death Benefit Guarantee Period or until the Policy Anniversary nearest the Insured’s 121^st birthday, if sooner. If the Death Benefit Guarantee Test is not met on a Monthly Processing Date, the Death Benefit Guarantee will enter a Death Benefit Guarantee Grace Period. The Death Benefit Guarantee Test is met provided that:

(1)

on the current Monthly Processing Date, (a) is greater than or equal to (b) where:

(a)

is the cumulative Premium Payments minus the sum of the following:

•

the cumulative withdrawals; and

•

principal loan balance (See “Policy Loans”); and

(b)

is the cumulative Death Benefit Guarantee Premiums for the current Monthly Processing Date;

AND

(2)

the Death Benefit Guarantee Test has been met on all prior Monthly Processing Dates, and has not previously been terminated due to a loan or withdrawal causing the test to not be met.

The Death Benefit Guarantee Test will be deemed to have been met on all prior Monthly Processing Dates during a Death Benefit Guarantee Grace Period if the required payment is paid prior to the expiration of the Death Benefit Guarantee Grace Period.

Death Benefit Guarantee Premium Suspension Your Policy may be eligible for Death Benefit Guarantee Premium Suspension as indicated on your Policy schedule pages. Death Benefit Guarantee Premium Suspension is tested on the month prior to your next Policy Anniversary. It sets the Death Benefit Guarantee Monthly Premium to zero beginning on the next Monthly Processing Date until the next Policy Anniversary (or earlier if a “Retest Event” occurs), so long as the Death Benefit Guarantee is active (and not in a Death Benefit Grace Period) and the Contract Fund Value is in excess of the amounts indicated on the Table of Amounts for Determining Death Benefit Guarantee Premium Suspension (“Premium Suspension Table”) for a particular Monthly Processing Date shown in your Policy. A Retest Event is defined as a withdrawal, a Policy loan, a failure to pay accrued loan interest when due, an addition or increase of an Optional or other benefit, or a Death Benefit Option Change. If a Retest Event occurs, the Death Benefit Guarantee Premium Suspension will continue so long as immediately after the Retest Event the Death Benefit Guarantee Test is met and the Contract Fund Value is greater than or equal to the amount shown in the Premium Suspension Table for the Monthly Processing Date adjusted proportionately for any reduction to the Guaranteed Minimum Death Benefit resulting from the Retest Event.

Termination of Death Benefit Guarantee For Failure to Meet Death Benefit Guarantee Test If on a Monthly Processing Date the Death Benefit Guarantee Test is not met, you will have 61 days to make an additional payment to keep the Death Benefit Guarantee, provided the Death Benefit Guarantee Period is not already scheduled to expire during that 61-day period. The Death Benefit Guarantee Grace Period will begin on the date we send you written notice of the amount of payment you must make. The minimum payment that you must make will be the amount necessary to meet the Death Benefit Guarantee Test at the end of the Death Benefit Guarantee Grace Period.

The Death Benefit Guarantee will continue during the Death Benefit Guarantee Grace Period, terminating at the end of such period if you do not make the required payment. If you do not make the required payment, you will not be able to reinstate the Death Benefit Guarantee.

When the Death Benefit Guarantee terminates, the Policy will still remain in force provided the Cash Surrender Value on the Monthly Processing Date is greater than the Monthly Policy Charges. If, however, this requirement is not met, the Policy will enter the Policy Grace Period, during which time you may still avoid termination of your Policy provided you make sufficient payments to keep your Policy in force. (See “Termination and Reinstatement”).

If the Insured dies during the Death Benefit Guarantee Grace Period and the Death Benefit Guarantee is keeping the Policy in force, we will deduct from the Life Insurance Benefit the amount of the payment required to meet the Death Benefit Guarantee Test as of the last Monthly Processing Date preceding or on the date of death of the Insured.

Income Plan Options

Upon the death of the Insured, if an Income Plan was not previously elected by you and in lieu of a lump sum or other payment agreed to by the Company, the beneficiary may elect to receive his or her share (or name and change beneficiaries – see “Other Policy Provisions – Naming a Beneficiary”) of the Life Insurance Benefit by either of the fixed Income Plan options noted below. Payments under a fixed Income Plan option are not affected by the investment performance of the Divisions after the date of surrender or the date of the Insured’s death. Nothing in this section shall be construed to otherwise contradict the order of payment of the Life Insurance Benefit as described in the Policy, designated by you or under applicable law.

The Company will pay interest on the Life Insurance Benefit from the date of death of the Insured until the proceeds are paid into a fixed Income Plan. Payments under fixed Income Plan options will be based on rates declared by the Company on the effective date of the Income Plan. The monthly income payment rates applicable to life Income Plans are based on interest rates applicable to amounts as of the date of death of the Insured according to the Policy as well as additional interest at a rate of 10% annually beginning 31 calendar days after the latest of (a) proof of the date of death is received by the Company, (b) the Company has all the information it needs to determine liability and the appropriate payees, or (c) any legal impediments (e.g., court guardian or executor actions) are properly satisfied. There is no additional charge for electing an Income Plan option. We may offer additional Income Plans.

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Single Life Income We will make monthly payments for the selected certain period. The options for the certain period are zero years (i.e., no certain period), ten years, or twenty years. If the payee lives longer than the certain period, payments will continue for his or her life. In cases where a ten or twenty year certain period is elected, if the payee dies before the end of the certain period, the balance of the certain period payments will be paid to the Income Plan beneficiaries your beneficiary designates. Where a certain period of zero years was selected and the payee dies before the first scheduled payment, then no payments will be paid.

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Joint and Survivor Life Income We will make monthly payments for a 10-year certain period, and thereafter for as long as either of the individuals upon whose lives income payments are based is living. If both payees die before the end of the certain period, the balance of the certain period payments will be paid to the Income Plan beneficiaries or to beneficiaries your beneficiary designates.

In general, the monthly payments under a joint and survivor life Income Plan will be lower than, but may be payable for a longer period than, a single life Income Plan.

The Owner may elect an Income Plan for each beneficiary’s share of the Life Insurance Benefit:

•

while the Insured is living; or

•

during the first 60 days after the death of the Insured, if the Insured at the time of his or her death was not the Owner. An election made during that 60-day period may not be revoked.

An Owner may make or change Income Plan elections by contacting the Home Office or an authorized Financial Representative may provide us with an election on behalf of a Policy Owner subject to our current procedures, rules and requirements.

Subject to the Owner’s rights, and upon providing any information that we may require, a direct or contingent beneficiary may elect an Income Plan for his or her share of the Life Insurance Benefit and/or name his or her own beneficiary for the Income Plan value, if any, remaining on his or her death. If no such Income Plan beneficiary is named, then the Income Plan beneficiary for the remaining value, if any, shall be the estate of the deceased direct or contingent beneficiary. Income Plan beneficiaries may continue to receive payments of the remaining value under the terms of the Income Plan in effect on the death of the direct or contingent beneficiary.

Withdrawal The remaining value, if any, in an Income Plan may be withdrawn in a lump sum upon the death of all individuals upon whose lives income payments are based. The withdrawal value will be the present value of any unpaid payments for the remaining certain period. The present value will be based on the rate of interest used to determine the amount of the payments.

Limitations If a trust is named as a beneficiary and no qualified trustee claims the Life Insurance Benefit within eighteen months after the claim is determined to be payable, payment of the Life Insurance Benefit will be paid as though the trust had not been named as a beneficiary. The Company is not responsible for actions taken by the trustee and will not be charged with notice of any change of trustee unless written evidence of the change is received at the Home Office.

Payment Frequency Upon written request, we will make payments once every 3, 6, or 12 months instead of each month.

Surrender and Withdrawals

Surrender You may surrender your Policy for the Cash Surrender Value at any time while the Insured is alive and the Policy is in force. Where allowable by applicable law, a Policy Owner’s Financial Representative may provide us with surrender instructions on behalf of a Policy Owner subject to our current procedures, rules and requirements. The Cash Surrender Value will change daily in response to the investment performance of the Divisions in which you are invested. We determine the Cash Surrender Value on the date your request for surrender is effective. Requests for surrenders will be effective on the Valuation Date on or next following the date we receive your request in Good Order at our Home Office. Requests received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, requests are deemed to be received and effective on the next Valuation Date. If your request is not in Good Order, either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements.

We do not guarantee any minimum Cash Surrender Value. We may require you to return your Policy to our Home Office when you request a surrender of the Policy. We will pay surrender proceeds in a lump sum or under an Income Plan option you select. (See “Income Plan Options”). A surrender may have tax consequences. (See “Tax Considerations”).

Withdrawals Upon written request received at our Home Office at any time while the Insured is alive (up to his or her 121^st birthday) and the Policy is in force, you may make a withdrawal, subject to the Company’s right to assess a charge in an amount up to $25 per withdrawal (currently waived). Where allowable by applicable law, a Policy Owner’s Financial Representative may provide us with withdrawal instructions on behalf of a Policy Owner subject to our current procedures, rules and requirements. You may make no more than four withdrawals in a Policy Year. Each withdrawal must be at least $250, and you may not withdraw an amount that would:

•

reduce the Loan Value (net of any applicable service charge) to less than the Policy Debt;

•

for a Policy with Death Benefit Option A, withdraw an amount which would reduce the Specified Amount to less than the minimum Specified Amount required for issuance of a Policy at the time of withdrawal, unless this Policy is in force under Paid-up insurance (see “Paid-up Insurance”); or

•

reduce the Cash Surrender Value to less than the sum of three times the most recent Monthly Policy Charge.

A withdrawal may also have tax consequences. (See “Tax Considerations”). A withdrawal may also decrease the Specified Amount used to determine the Death Benefit. Specifically, unless the Policy is in force under Paid-up insurance, if Death Benefit Option A is in effect at the time of withdrawal, the Specified Amount will be reduced by the amount withdrawn less the excess, if any, of the result of (a) divided by (b) where:

(a)

is the Policy Value immediately prior to the withdrawal; and

(b)

is the Specified Amount divided by the Minimum Death Benefit Percentage (shown in the Policy schedule pages) applicable at the time of the withdrawal.

Written requests for withdrawals will be processed and effective on the Valuation Date on or next following the date we receive your request in Good Order at our Home Office. Requests received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, requests are deemed to be received and effective on the next Valuation Date. If your request is not in Good Order, either we or your Financial Representative will notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements. On the Valuation Date on which a withdrawal from the Policy Value is effective, Contract Fund Value will be reduced by the amount of the withdrawal and any applicable charges. The amount of the withdrawal must be allocated first among the Divisions in proportion to the amounts in each Division.

Policy Loans

At any time while the Insured is alive and the Policy is in force, using the Policy as security, you may submit a request for a loan that is secured by the Contract Fund Value. The loan must be in an amount that, when added to existing Policy Debt, is not greater than your Loan Value. You may increase the risk that your Policy will lapse (terminate with no value) if you take a loan. A Policy loan or unpaid interest may have tax consequences. (See “Tax Considerations”). Loan requests can be made in writing (including via facsimile, or under limited circumstances, by email). Eligible Owners may also submit loan requests by calling Advanced Markets Operations at 1-866-464-3800. Where allowable by applicable law, a Policy Owner’s Financial Representative may provide us with policy loan instructions on behalf of a Policy Owner subject to our current procedures, rules and requirements. They will be processed based on the date and time they are received in the Home Office. Requests will be effective on the Valuation Date or on the next date we receive your request in Good Order at our Home Office. Requests received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, requests are deemed to be received and effective on the next Valuation Date. If your request is not in Good Order, either we or your Financial Representative will notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements.

We charge interest on Policy loan amounts. We also credit you with interest on amounts we set aside as collateral for those amounts. The loan rates are adjustable. The annual loan interest rate (Annual Market Loan Rate on Policy Loans) applied to loan amounts is set by the Company every January 1st. The maximum rate shall not exceed the greater of the minimum guaranteed annual effective interest rate for the Paid-up Option plus 1% (or 2.5%) or the Moody’s Corporate Bond Yield Averages-Monthly Average Corporates rate for the immediately preceding October (or substantially similar average established by the New York State Department of Financial Services). The Company will not change the rate unless the maximum rate of interest is 0.5% or more above or below the then-current loan interest rate. The Company will give notice of the initial loan interest rate in effect at the time a Policy loan is made and if there is a change in loan interest rate no later than 30 days before the January 1st on which the change takes effect. This Policy will not terminate during a Policy Year as the sole result of an increase in the loan interest rate during such Policy Year.

Interest is due and payable on each Policy Anniversary. If interest is not paid when due, we will add accrued and unpaid interest to the principal loan balance, which consists of outstanding loans and interest added to principal. Policy Debt reduces the Cash Surrender Value and the amount payable on death, and may cause the Policy to lapse, subject to the terms of any applicable Death Benefit Guarantee and Grace Period. (See “Termination and Reinstatement”).

As collateral for a Policy loan, the Company will take an amount equal to the loan from the Separate Account Divisions in proportion to the amounts in the Divisions. Borrowed amounts from the Divisions will not participate in the Separate Account’s investment results while the loan is outstanding. We will also deduct a Policy Debt Expense Charge on each Monthly Processing Date while there is Policy Debt. The Monthly Policy Debt Expense Charge is included in the Monthly Policy Charge. (See “Charges and Deductions—Monthly Policy Charges and Service Charges”). A Policy loan, even if you repay it, may have a permanent effect on the Policy Value, Contract Fund Value, the Cash Surrender Value, and the Death Benefit because loan amounts from the Divisions do not participate in the Separate Account’s investment results while the loan is outstanding. We deduct any Policy Debt from the Policy Value upon surrender and from the Life Insurance Benefit payable on the Insured’s death.

You may repay a Policy loan, including any accrued interest outstanding, in whole or in part, at any time while the Insured is alive and the Policy is in force. Upon each such payment, we will transfer an amount equal to the payment amount from our General Account to the Divisions of the Separate Account in accordance with the Premium Payment allocation instructions then in effect. We will credit those payments when we receive them in our Home Office. If we receive your payment before the close of trading on the NYSE on a Valuation Date, we will process your payment as of that Valuation Date. If we receive your payment on or after the close of trading on a Valuation Date, or on a day that is not a Valuation Date, we will process your payment as of the next Valuation Date. Loan repayments are not subject to transaction fees.

When there is Policy Debt, payments received at our Home Office will be applied to reduce Policy Debt unless you designate as Premium Payments.

Termination and Reinstatement

Unless the Death Benefit Guarantee is in effect, if the Cash Surrender Value is less than the Monthly Policy Charge on any Monthly Processing Date, your Policy will enter into the Policy Grace Period, a 61 day period. At the end of the Policy Grace Period, the Policy will terminate (or lapse) with no value and your insurance coverage will end, unless you submit a payment to keep the Policy in force. The Policy Grace Period begins on the date that we send you a notice. The notice will indicate the minimum payment amount required to keep the Policy in force and the date by which you must make the payment. The payment must equal an amount that will cover all Monthly Policy Charges that were due and unpaid before the end of the Policy Grace Period and premium to cover Monthly Policy Charges for three months. Upon receipt of the payment, we will allocate the Net Premium, to the Divisions based on your allocation instructions then in effect subject to any applicable restrictions. We will also deduct any accumulated due and unpaid Monthly Policy Charges. Payments received in Good Order at our Home Office before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and credited on that Valuation Date. If they are received after the close of trading on a Valuation Date, or on a day other than a Valuation Date, they are deemed to be received and credited on the next Valuation Date. If your payment is not in Good Order, either we or your Financial Representative will notify you in writing, by telephone or by email in an effort to conform your payment to our then-current requirements. If the Insured dies during the Policy Grace Period, we will deduct any Monthly Policy Charges due and unpaid from the Life Insurance Benefit.

After your Policy has terminated, you may reinstate it within three years following the termination date, subject to our approval, satisfaction of our underwriting requirements and provided you make at least the minimum payment (see above). To reinstate the Policy, you must make a payment equal to an amount that will cover all Monthly Policy Charges that were due and unpaid before the end of the Policy Grace Period and premium to cover Monthly Policy Charges for three months. If we approve the Application for reinstatement, and the Application was received in Good Order at our Home Office before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Monthly Processing Date, the effective date of the reinstated Policy will be that date. If the Application is not received on a Monthly Processing Date, or was received on or after the close of trading on the NYSE on a Monthly Processing Date, the reinstated Policy will be effective on the next Monthly Processing Date. If your request is not in Good Order, either we or your Financial Representative will notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements. Any Policy Debt that was outstanding when the Policy terminated will also be reinstated.

On the effective date of the reinstatement, the Policy Value will be equal to the sum of:

•

the Net Premium paid upon reinstatement; and

•

any Policy Debt on the termination date;

minus the sum of:

•

all Monthly Policy Charges due and unpaid prior to the expiration of the Policy Grace Period; and

•

the Monthly Policy Charge due on the reinstatement effective date.

Please note that Net Premium paid upon reinstatement will not include any interest from the date of the lapse.

Upon reinstatement, your Policy Date will not change and your Death Benefit option will remain the same as of the date of lapse. Your Cash Surrender Value will equal the new Policy Value (see above) minus any Policy Debt. Therefore, fees and charges that vary by Policy year will take into account the period of time your Policy was terminated. If a surrender charge was assessed at the time of lapse, the Policy Value when a Policy is reinstated will include a credit for such surrender charge. The same surrender charge schedule in your Policy will apply upon reinstatement. On the later of the effective date of the reinstatement or the date we approve the Application for reinstatement, subject to applicable restrictions we will allocate the Policy Value less any Policy Debt among Divisions based on the allocation instructions then in effect, if such date is a Valuation Date. If such date is not a Valuation Date, then we will allocate this amount on the next Valuation Date.

For a discussion of the tax effects associated with termination and reinstatement of a Policy, see “Tax Considerations.”

Paid-Up Insurance

Upon written request to the Company, you may change your Policy to Paid-up insurance. Your election to convert to Paid-up insurance is irrevocable. To convert your Policy, the Policy must have been in force for at least 12 months from the Policy Date.

If the request is received in Good Order at our Home Office before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Monthly Processing Date, the effective date of change to Paid-Up insurance will be that date. If the request is not received on a Monthly Processing Date, or on or after the close of trading on the NYSE on a Monthly Processing Date, the change will be effective on the next Monthly Processing Date. If your request is not in Good Order, either we or your Financial Representative will notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements.

On the date the Policy is changed to Paid-Up insurance, we deduct any applicable surrender charge and we transfer the Contract Fund Value to the Company’s General Account. Any outstanding Policy Debt continues. The Specified Amount will be changed to the Paid-up Specified Amount. The Paid-up Specified Amount is calculated as the Policy Value (after deducting the surrender charge and any withdrawals as of the date of the change) divided by the factor for the Paid-up insurance option shown on the Policy schedule pages. The Death Benefit option will be changed to Option A, and any Death Benefit Guarantee and any optional benefits will be terminated. The definition of life insurance with be changed to the Cash Value Accumulation Test (please see “Death Benefit – Minimum Death Benefit” for more information).

After the transfer, the Policy Value will equal the Contract Fund Value plus any Policy Debt except that Policy Value (excluding loans) will not be less than the Paid-Up Specified Amount multiplied by the factor for the Paid-up insurance shown on the Policy schedule pages (“Guaranteed Minimum Paid-Up Policy Value”).

When the Policy is in force as Paid-up insurance, you will not be permitted to make additional Premium Payments, change Death Benefit options or the Specified Amount, or add optional benefits to the Policy. Subject to certain restrictions, you are permitted to make withdrawals and loan repayments and take out additional loans. Loans and withdrawals reduce the Contract Fund Value and may increase the chance the Policy will terminate without value. A withdrawal can be requested by the Owner (see “Surrender and Withdrawals of Policy Value”). Withdrawals may reduce the Paid-up Specified Amount.

The Contract Fund Value will earn interest at an annual effective rate determined by the Company that may change no more frequently than once a year and at no time will the annual effective interest rate be less than the minimum Paid-up Minimum Guaranteed Annual Effective Interest Rate shown in the Policy schedule pages. On any day after the effective date, the Contract Fund Value is equal to the Contract Fund Value at the end of the previous day plus any of the following items applicable for the current day:

•

interest;

•

any loan repayment and accrued loan interest payment made; and

•

any Policy dividend directed to increase the Policy Value;

minus any of the following items applicable to the Contract Fund Value for the current day:

•

a Monthly Policy Charge;

•

Policy loans;

•

withdrawals; and

•

service charges.

When the Policy is in force as Paid-Up insurance, the Monthly Policy Charge consists of the Monthly Policy Debt Expense Charge and the Monthly Cost of Insurance Charge. These charges may be reduced in order to ensure the Policy Value is not less than the Guaranteed Minimum Paid-Up Policy Value.

Optional Benefits

There are currently two optional benefits for purchase under the Policy:

(1)

the Waiver Benefit: Payment of Selected Monthly Premium Upon Total Disability (“Selected Monthly Premium Benefit”); and

(3)

the Additional Purchase Benefit.

The Selected Monthly Premium Benefit may be elected at any time while the Insured is between Attained Ages 0 and 59. The Additional Purchase Benefit may be elected while the Insured is between Attained Ages 0 and 40. If the Owner seeks to add an optional benefit after the Policy has been issued, the addition of the benefit will be subject to the Company’s then-current underwriting standards. These optional benefits are not available for all Attained Ages and underwriting classifications.

Selected Monthly Premium Benefit. Subject to applicable terms and conditions, the Selected Monthly Premium Benefit provides for the payment of the greater of (1) a premium amount selected by the Owner subject to Company limitations (e.g. the range of dollar amounts which at a minimum maintain the Policy or at a maximum reach the Company’s then-current Premium waiver limits), or (2) the premium amount required to cover the current Monthly Policy Charges (other than the Monthly Policy Debt Expense Charge) that come due during the total disability of the Insured, if the total disability is due to accident or sickness and it begins on or before the Policy Anniversary nearest the Insured’s 60^th birthday. If the total disability begins after the Policy Anniversary nearest the Insured’s 60^th birthday, the benefit provides for the payment of the greater of (1) premium amount selected by the Owner subject to Company limitations, or (2) the premium amount required to cover the current Monthly Policy Charges (other than the Monthly Policy Debt Expense Charge) that come due during the total disability of the Insured until the Policy Anniversary nearest the Insured’s 65^th birthday.

A total disability is one which prevents the Insured from engaging in an occupation. For the first 24 months of total disability, an occupation is the one that the Insured has at the time the Insured becomes disabled. After 24 months, an occupation is one for which the Insured is qualified by education, training or experience. To be covered, the total disability must begin while the benefit is in force; the total disability must result from an accident or sickness; and the total disability must last for at least six consecutive months. The Company will determine the existence of total disability based on the proof of claim submitted and other information gathered by the Company. This Optional Benefit is not available to be added to the Policy if, on the date the Optional Benefit is requested, the Insured is totally disabled, or, as noted above, the Attained Age or underwriting classification of the Insured is outside the range within which the Company offers these Optional Benefits.

The Selected Monthly Premium Benefit terminates on the earliest of: (1) the Policy Anniversary that is nearest the 65^th birthday of the Insured unless the Insured became totally disabled prior to the Policy Anniversary that is nearest the 60^th birthday of the Insured; (2) when the Policy terminates; (3) when the Policy becomes Paid-Up insurance; or (4) when the Owner’s written request to terminate the benefit is received at our Home Office.

The amounts paid under the Selected Monthly Premium Benefits are treated as Premium Payments subject to the terms of the Policy, except that if the Policy has Death Benefit Option C, then the amounts paid under these benefits will not be included in the cumulative Premium Payments that are used in the calculation of the Death Benefit. The amounts paid under this benefit is subject to the same transaction fees as any other Premium Payment. (See “Charges and Deductions—Premium Expense Charges”).

Additional Purchase Benefit. Subject to the terms and conditions of the benefit, the Additional Purchase Benefit gives the Owner the right to purchase additional life insurance policies on the life of the Insured up to Attained Age 40 at specified dates without proof of insurability. This optional benefit terminates on the Policy Anniversary nearest the 40^th birthday of the Insured. It will terminate earlier: (1) when the Policy terminates; (2) when the Policy becomes Paid-Up insurance; (3) on the use of the final purchase right under the benefit; or (4) when the Owner’s written request to terminate the benefit is received at our Home Office.

If you select one or more of these optional benefits, a charge for the benefit will be added to the Monthly Policy Charge. (See “Periodic Charges Other than Fund Operating Expenses”). Any such charge will continue to be assessed as long as the benefit remains in force, except that charges for the Selected Monthly Premium Benefit will be waived when the Insured is totally disabled, subject to the terms and conditions of the benefit. Once the Policy has been issued, an optional benefit may be added to the Policy, subject to the Company’s insurability requirements and other rules. If the written request to terminate an optional benefit is received in Good Order at our Home Office before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Monthly Processing Date, the request will be effective on that date. If the request is not received on a Monthly Processing Date, or is received on or after the close of trading on the NYSE, it will be effective on the next Monthly Processing Date. If your request is not in Good Order, either we or your Financial Representative will notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements.

Other Policy Transactions

Transfers Subject to the limitations on short-term and excessive trading discussed below, you may transfer between and among the Divisions. Currently, transfer requests involving the Government Money Market Division are subject to special restrictions (see

“Restrictions on Amounts in the Government Money Market Division). Transfer requests will be effective on the Valuation Date on or next following the date we receive your request in Good Order at our Home Office. Requests received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, requests are deemed to be received and effective on the next Valuation Date. If your request is not in Good Order, either we or your Financial Representative will notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements.

In order to take full advantage of these features, you should carefully consider, on a continuing basis, which options are best suited to your long-term investment needs. Although no fee is currently charged, we reserve the right where allowed by state law to charge a transfer fee of $25. We would deduct this charge from Contract Fund Value. See “Charges and Deductions” for more information. In addition, certain Portfolios in which the Divisions invest may impose redemption fees. These fees are described in the Portfolios’ prospectuses. Where allowed by state law, the Company reserves the right to impose a minimum and/or maximum size on transfer amounts. Transfer requests from the Divisions must be in amounts greater than or equal to 1% of assets in the Divisions or the request will not be processed. Your Financial Representative may provide us with instructions on your behalf involving the transfers, subject to our rules and requirements and any restrictions noted in this Prospectus.

You may request transfers in writing (including via facsimile or, under limited circumstances, by email) or by calling Advanced Markets Operations at 1-866-464-3800. Where allowable by applicable law, a Policy Owner’s Financial Representative may provide us with transfer instructions on behalf of a Policy Owner subject to our current procedures, rules and requirements. You may also submit transfer instructions via the Internet at www.northwesternmutual.com in accordance with our then-current Internet procedures provided you have properly authorized us to accept Electronic Instructions in advance of your request. For more information see “Owner Inquiries.” Please note that we are not required to accept Electronic Instructions and we will not be responsible for losses resulting from transactions based on unauthorized Electronic Instructions, provided we follow procedures reasonably designed to verify the authenticity of Electronic Instructions. We reserve the right to limit, modify, suspend or terminate the ability to make transfers via Electronic Instructions.

Short-Term and Excessive Trading Short-term and excessive trading (sometimes referred to as “market timing”) may present risks to a Portfolio’s long-term investors, such as Owners and other persons who may have material rights under the Policy (e.g., beneficiaries), because it can, among other things, disrupt Portfolio investment strategies, increase Portfolio transaction and administrative costs, require higher than normal levels of cash reserves to fund unusually large or unexpected redemptions, and adversely affect investment performance. These risks may be greater for Portfolios that invest in securities that may be more vulnerable to arbitrage trading including foreign securities and thinly traded securities, such as small cap stocks and non-investment grade bonds. These types of trading activities also may dilute the value of long-term investors’ interests in a Portfolio if it calculates its net asset value using closing prices that are no longer accurate. Accordingly, we discourage market timing activities.

To deter short-term and excessive trading, we have adopted and implemented policies and procedures which are designed to control abusive trading practices. We seek to apply these policies and procedures uniformly to all Owners, except to the extent we are prevented from doing so under applicable state or federal law or regulation. Any exceptions must be either expressly permitted by our policies and procedures or subject to an approval process described in them. Because exceptions are permitted, it is possible that investors may be treated differently and, as a result, some may be allowed to engage in trading activity that might be viewed as market timing.

Among the steps we have taken to reduce the frequency and effect of these practices are monitoring trading activity and imposing trading restrictions, including the prohibition of more than twelve transfers among Divisions under a single Policy during a Policy Year. Multiple transfers with the same effective date made by the same Owner will be counted as a single transfer for purposes of applying the twelve transfer limitation. Further, an investor who is identified as having made a transfer in and out of the same Division, excluding the Government Money Market Division, (“round trip transfer”) in an amount in excess of $10,000 within fourteen calendar days will be restricted from making additional transfers after making two more such round trip transfers within any Policy Year, including the year in which the first such round trip transfer was made. The restriction will last until the next Policy Anniversary and the Policy Owner will be sent a letter informing him or her of the restriction. An Owner who is identified as having made one round trip transfer within thirty calendar days aggregating more than one percent (1%) of the total assets of the Portfolio underlying a Division, excluding the Government Money Market Division and the Divisions corresponding to the Portfolios of the Russell Investment Funds LifePoints^® Variable Target Portfolio Series, will be restricted from making additional transfers after making one more such round trip transfer within any Policy Year, including the year in which the first such round trip transfer was made. The restriction will last until the next Policy Anniversary and the Policy Owner will be sent a letter informing him or her of the restriction. Unless we believe your trading behavior to be inconsistent with these short-term and excessive trading policies, these limitations will not apply to automatic asset transfers, scheduled or systematic transactions involving portfolio rebalancing, dollar cost averaging, initial allocations or changes in future allocations, to the extent these features are available under your Policy. Once a Policy is restricted, we will allow one additional transfer into the Government Money Market Division until the next Policy

Anniversary. Additionally, in accordance with our procedures, we may modify some of these limitations to allow for transfers that would not count against the total transfer limit but only as necessary to alleviate any potential hardships to Owners (e.g., in situations involving a substitution of an underlying fund). These limitations are not intended to supersede any limits that others may be imposed on the Government Money Market Fund (see “Restrictions on Amounts in the Government Money Market Division”).

Policies such as this (or other Policies supported by the Separate Account) may be purchased by a corporation or other entity as a means to informally fund the liabilities created by the entity’s employee benefit or similar plan. These Policies may be aggregately managed to match liabilities under such plans. Policies sold under these circumstances may be subject to special transfer restrictions. Namely, transactions involving portfolio rebalancing programs may be exempt from the twelve transfers per Policy year limitation where: (1) the purpose of the portfolio rebalancing program is to match the Policy to the entity’s employee benefit or similar plan; (2) the portfolio rebalancing program adequately protects against short-term or excessive trading; and (3) the portfolio rebalancing program is managed by a third party administrator that meets our requirements. We reserve the right to monitor or limit transactions involving portfolio rebalancing programs where we believe such transactions may be potentially harmful to a Portfolio.

We may change these policies and procedures from time to time in our sole discretion without notice; provided, however, Owners will be given advance, written notice if the policies and procedures are revised to accommodate market timing. Additionally, the Funds may have their own policies and procedures described in their prospectuses that are designed to limit or restrict frequent trading. Such policies may be different from our policies and procedures, and may be more or less restrictive. As the Funds may accept purchase payments from other investors, including other insurance company separate accounts on behalf of their variable product customers and retirement plans, we cannot guarantee that the Funds will not be harmed by any abusive market timing activity relating to the retirement plans and/or other insurance companies that may invest in the Funds. The Funds’ policies and procedures may provide for the imposition of a redemption fee and may require us to provide transaction information to the Fund (including an Owner’s tax identification number) and to restrict or prohibit transfers and other transactions that involve the purchase of shares of a Portfolio. In the event a Fund instructs us to restrict or prohibit transfers or other transactions involving shares of a Portfolio, you may not be able to make additional purchases in a Division until the restriction or prohibition ends. If you submit a request that includes a purchase or transfer into such a restricted Division, we will consider the request “not in Good Order” and it will not be processed. You may, however, submit a new transfer request.

If we believe your trading activity is in violation of, or inconsistent with, our policies and procedures or otherwise is potentially disruptive to the interests of other investors, you may be asked to stop such activities and future investments, and allocations or transfers by you may be rejected without notice. Because we retain discretion to determine what action is appropriate in a given situation, investors may be treated differently and some may be allowed to engage in activities that might be viewed as market timing.

We intend to monitor events and the effectiveness of our policies and procedures in order to identify whether instances of potentially abusive trading practices are occurring. However, we may not be able to identify all instances of abusive trading practices, nor completely eliminate the possibility of such activities, and there may be technological limitations on our ability to impose restrictions on the trading practices of Owners.

Dollar-Cost Averaging With Dollar-Cost Averaging (“DCA”), you can arrange to have a designated amount of money (either a fixed dollar amount or a fractional amount) automatically transferred monthly from allowable amounts in the Government Money Market Division into other Division(s) you have chosen. Transfers will end either when the amount in the Government Money Market Division is depleted or when you submit a request to our Home Office to stop such transfers, whichever is earlier. You may request changes in writing (including via facsimile or, under limited circumstances, by email) or by calling Advanced Markets Operations at 1-866-464-3800. You may also submit changes via the Internet at www.northwesternmutual.com (“Electronic Instructions”) in accordance with our then-current Internet procedures provided you have properly authorized us to accept Electronic Instructions in advance of your request. There is no charge for DCA. We reserve the right to modify or terminate the DCA Plan at any time. The special restrictions placed on the Government Money Market Division (see “Restrictions on Amounts in the Government Money Market Division) do not apply when you elect the DCA features.

DCA does not ensure a profit or protect against loss in a declining market. Carefully consider your willingness to continue Premium Payments during periods of declining markets. You should consult your Financial Representative before deciding whether to elect DCA.

Portfolio Rebalancing Over time, portfolio rebalancing helps you maintain your allocations among the Divisions. If you elect portfolio rebalancing, amounts invested in the Divisions are periodically rebalanced in accordance with our procedures, to return your allocation to the percentages you specify. Portfolio rebalancing may reduce amounts allocated to better performing Divisions.

You may choose to rebalance monthly, quarterly, semi-annually or annually. We do not charge a transfer fee for portfolio rebalancing. Subject to any limitations imposed by our short-term and excessive trading policies and procedures, you may elect portfolio

rebalancing and modify or terminate your election at any time by submitting a request to our Home Office. You may request changes in writing (including via facsimile or, under limited circumstances, by email) or by calling Advanced Markets Operations at 1-866-464-3800. You may also submit changes via the Internet at www.northwesternmutual.com (“Electronic Instructions”) in accordance with our then-current Internet procedures provided you have properly authorized us to accept Electronic Instructions in advance of your request. If you make transfers through our website, your portfolio rebalancing will end and you will need to make a new election if you want portfolio rebalancing to continue. We may modify, limit, suspend, or discontinue this feature at any time.

Allocation Models The Company currently makes available allocation models at no extra charge for amount invested in the Divisions. An Owner can select only one model at a time. Each of the four models currently available (Moderately Conservative, Balanced, Aggressive, Very Aggressive) is comprised of a combination of Portfolios representing various asset classes with various levels of risk tolerance. Generally, the four models can be characterized as follows:


Moderately Conservative		This model generally invests in fixed income securities and a mix of equity securities with a majority emphasis on fixed income investments in order to preserve principal, provide liquidity and income and to seek modest growth.
Balanced		This model generally invests in a mix of fixed income and equity securities in order to preserve principal and pursue sustained long-term growth without the volatility of high-risk investments.
Aggressive		This model generally invests in a mix of equity securities and some fixed income securities in order to primarily pursue long-term growth while willing to accept the volatility associated with high-risk investments.
Very Aggressive		This model invests in almost entirely in a variety of equity securities in order to achieve higher potential growth while assuming the risks and higher volatility associated with these securities.

An Owner may only select a model which is currently available. Any investment allocations outside of an Owner’s original model must be made by the Owner, and will not be made by the Company. The Company does not provide investment advice regarding whether a model should be revised or whether it remains appropriate to invest in accordance with any particular model due to performance, a change in an Owner’s investment needs or for other reasons. If an Owner wishes to remove Portfolios from an Owner’s model and/or change allocations to a current model, the Owner may do so by notifying us in writing, contacting their Financial Representative or by calling Advanced Markets Operations at 1-866-464-3800. There will be no automatic rebalancing to these models unless the Owner choses the automatic rebalancing option. Please note that investment in a model does not eliminate the risk of loss and it does not protect against losses in a declining market. An Owner should contact their Financial Representative for more information about available allocation models (including the specific asset mixes of available models) and whether investment in a model is appropriate for them.

Available models may change from time to time, but you must make an affirmative election to change models. The Company reserves the right to modify, suspend, or terminate any asset allocation model at any time without affecting an Owner’s current allocation, except in limited circumstances involving a Substitution (see “Substitution of Portfolio Shares and Other Changes” below for more information regarding the substitution of a Portfolio) or the elimination of a Portfolio as an investment option under the Policy pursuant to other applicable SEC regulatory guidance. In that case, allocations in a Portfolio within a model (Original Portfolio) will be transferred to a different Portfolio if the Original Portfolio becomes no longer available (e.g., a substitution, merger, liquidation or closure), in which case the Company will send written notice in advance of such event. If an Owner is invested in a model that is no longer offered and initiates a change outside of the original model allocations, the Owner will not be able to select the original model (see “Transfers” above for more information about how to change portfolio allocations).

Please note that investment according to an allocation model may result in an increase in assets allocated to Portfolios managed by an investment adviser affiliated with the Company, and therefore a corresponding increase in Portfolio management fees collected by such adviser and may present a conflict of interest.

Substitution of Portfolio Shares and Other Changes When permitted by law and subject to any required regulatory approvals, we reserve the right to eliminate a Portfolio and to substitute another Portfolio or mutual fund for such Portfolio if the shares of the Portfolio are no longer available for investment or, in our judgment, further investment in the Portfolio is no longer appropriate.

Charges and Deductions

Premium Expense Charges We deduct a charge of 2.00% from each Premium Payment for state franchise taxes (State Franchise Tax Charge) regardless of the jurisdiction in which you live. The total premium-based tax rate ( for the jurisdiction) may be lower, higher, or equal to the 2.00% deduction. This charge is guaranteed to never be more than 4.30%.

We deduct a charge from each Premium Payment for the cost of a portion of our federal corporate income taxes attributable to policy acquisition expenses (Federal Deferred Acquisition Cost Charge). Due to a federal tax law change under the Omnibus Budget Reconciliation Act of 1990, as amended (“OBRA”), insurance companies are generally required to capitalize and amortize certain acquisition expenses rather than currently deduct such expenses. Due to this capitalization and amortization, the corporate income tax burden on insurance companies has been affected. We currently make a charge of 0.55% against each Premium Payment to compensate us for the additional corporate tax burden. We believe that this charge does not exceed a reasonable estimate of an increase in our federal income taxes resulting from a change in the Internal Revenue Code relating to deferred acquisition costs. This charge is guaranteed to never be more than 3.00%.

We deduct a charge, or sales load, from each Premium Payment for sales costs. This charge is a percentage of Premium Payments and is a function of the premium paid relative to the Target Premium. For Premium Payments up to the Target Premium in Policy Years 1-10, the percentage is 6.95%. For Premium Payments in excess of the Target Premium in Policy Years 1-10, the percentage is 5.60%. For Premium Payments up to the Target Premium in Policy Years 11-20, the percentage is 3.95%. For Premium Payments in excess of Target Premium in Policy Years 11-20, the percentage is 5.60%. There is no sales load charge deduction for premiums received in Years 21+.

We expect to recover distribution expenses from this amount over the period while the Policies are in force, and from the surrender charges described below. The amounts we deduct for distribution expenses (e.g., selling and advertising) in a Policy Year are not specifically related to distribution expenses incurred that year. To the extent that distribution expenses exceed the amounts deducted, we will pay the expenses from our other assets. These assets may include, among other things, any gain realized from the monthly charge against Contract Fund Value. (See “Monthly Policy Charges and Service Charges”). To the extent that the amounts deducted for distribution expenses exceed the amounts needed, we will realize a gain.

Monthly Policy Charges and Service Charges We deduct a Monthly Policy Charge from Contract Fund Value on each Monthly Processing Date. The Monthly Policy Charge includes the monthly Cost of Insurance Charge, the monthly Percent of Contract Fund Value Charge, the monthly Administrative Charge, the monthly Underwriting and Issue Charge, the monthly Specified Amount Charge, and, if applicable, the monthly Policy Debt Expense Charge, the monthly Death Benefit Guarantee Charge, and the monthly charge for optional benefits. These components of the Monthly Policy Charge are described in the following paragraphs.

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Monthly Cost of Insurance Charge. We determine the amount of the charge by multiplying the net amount at risk by the cost of insurance rate, which is based on factors including but not limited to the Issue Age, sex, and underwriting classification of the Insured, the underwriting amount, and the Policy Year. The net amount at risk is the difference between the Death Benefit (or the Guaranteed Minimum Death Benefit if the Policy is in force under the Death Benefit Guarantee) and the Policy Value. The net amount at risk will be affected by investment performance, the amount and timing of Premium Payments, and the charges and expenses for the Policy. The maximum cost of insurance rates are included in the Policy schedule pages. All things being equal, higher Issue Ages and/or worse underwriting classifications will result in higher cost of insurance rates, and men will pay higher rates than women. In addition, cost of insurance rates will generally increase each Policy Year. The Cost of Insurance Charge covers the cost of mortality and some expenses.

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Monthly Percent of Contract Fund Value Charge. The Monthly Percent of Contract Fund Value Charge covers a portion of the costs of selling and administering the Policy. Our revenues attributable to this charge may exceed costs covered by this charge, in which case we may realize a gain.

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Monthly Administrative Charge. This charge which varies based on factors including but not limited to the Insured’s Issue Age, underwriting classification on the Date of Issue, and the Policy Year, is for administrative expenses, including costs of Premium Payment collection, processing claims, keeping records and communicating with Owners.

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Monthly Specified Amount Charge. This charge applies only during the first ten Policy Years and is based on factors, including, but not limited to, the Initial Specified Amount, the Insured’s Issue Age and the underwriting classification of the Insured on the Date of Issue. The Monthly Specified Amount Charge covers a portion of the costs of selling the Policy. Our revenue attributable to this charge may exceed costs covered by this charge, in which case we may realize a gain.

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Monthly Underwriting and Issue Charge. This charge applies only during the first ten Policy Years and is based on the application date, the Initial Specified Amount, the Insured’s Issue Age and the underwriting classification of the Insured on the Date of Issue. The Monthly Underwriting and Issue Charge covers the cost of underwriting and issuing the Policy.

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Monthly Death Benefit Guarantee Charge. This charge compensates us for the risk we have assumed by guaranteeing the Guaranteed Minimum Death Benefit.

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Monthly Policy Debt Expense Charge. This charge is for the expenses and taxes associated with Policy Debt, if any, and encompasses any loan interest spread. A loan interest spread is the difference between the interest rate charged on policy loan amounts and the interest rate credited on amounts designated as collateral for such loans. (Please see “Policy Loans” for more information on how the loan interest rate is calculated.) This charge is deducted from Contract Fund Value.

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Additional Purchase Benefit Charge. This charge compensates us for the Additional Purchase Benefit (see “Optional Benefits”) if selected. The charge for this optional benefit varies based on the Insured’s Attained Age at the time the benefit is added to the policy, the Insured’s gender, and the amount of the benefit.

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Waiver Benefit: Payment of Selected Monthly Premium Upon Total Disability. The charge for a waiver upon total disability benefit is deducted if the benefit is selected. This charge may vary based on factors including but not limited to the Insured’s Attained Age and underwriting classification, and the amount of the benefit, and may increase from year to year. For substandard risks, the charges may be increased by a multiple of up to 4.0 times the standard risk rate.

We also charge certain transaction fees (also referred to as service charges) to be deducted from Contract Fund Value on the dates on which transactions take place. These service charges are $25 per change if more than one change occurs in Specified Amount in a Policy Year, $25 per withdrawal, $25 per transfer of assets among the Divisions, $25 per illustration of the Policy’s benefits and/or values if more than one request for an illustration occurs in a Policy Year and $25 per change of the Death Benefit option. Currently we waive all of these fees.

You may have the option of receiving funds via wire transfer or priority mail. Currently, a fee of $25 is charged for wire transfers (up to $50 for international wires) and a $15 fee (up to $45 for next day, a.m. delivery) for priority mail. These fees are to cover our administrative costs or other expenses. We may discontinue the availability of these options at any time, with or without notice.

Unless another Policy provision or rider dictates, deductions from Contract Fund Value are apportioned among the Divisions in proportion to the amounts invested in the Divisions.

A surrender charge will be deducted from Contract Fund Value only during the first ten Policy Years if the Policy is surrendered or changed to the Paid-up insurance. The surrender charge during the first through fifth Policy Year is a percentage of the Target Premium, where the percentage varies by Issue Age, but never exceeds 50% of the Target Premium. After the fifth Policy Year, the surrender charge grades down monthly in Policy Years six through ten to zero.

All charges in this section expressed in dollars have been rounded to the nearest dollar, where appropriate. Amounts that would round to zero have been rounded to the nearest penny or less, as necessary.

The value of the net assets of each Division reflects the management fees and other expenses incurred by the corresponding Portfolio in which the Division invests. For certain Portfolios, certain expenses may have been reimbursed or fees may have been waived during 2018 in addition to any contractual fee waiver or reimbursements. It is anticipated that any such voluntary expense reimbursement and fee waiver arrangements would continue past the current year, although certain arrangements may be terminated at any time. After taking into account these arrangements, as well as any contractual fee waiver or expense reimbursement arrangements, Annual Portfolio Operating Expenses would have ranged from a minimum of 0.20% to a maximum of 1.21%. For further information, consult the Portfolio’s prospectuses and the Annual Portfolio Operating Expenses table included in the Fee Table of this prospectus.

Other Policy Provisions

Naming a Beneficiary You must name a beneficiary on your Application at the time you apply for your Policy, but you may change the beneficiaries (direct, contingent or further payees) you designate while the Insured is living and during the first 60 days after the date of death of the Insured if you are not the Insured. Naming or changing a beneficiary will be made after receipt of your written request in our Home Office in Good Order, effective as of the date you sign your request. Any beneficiary change terminates all rights under previous beneficiary designations. We will not be responsible for any payment or other action we take with respect to your Policy before we receive your written request, and we may require the Policy to be sent to us for endorsement to reflect the beneficiary change. If you do not name a beneficiary or your direct and contingent beneficiaries are not living when the Life Insurance Benefit becomes payable, you, as Owner, or your estate if you are deceased, will receive the proceeds.

Incontestability We will not contest a Policy after it has been in force during the lifetime of the Insured for two years from the Date of Issue or the date of reinstatement. We will not contest a change (including an increase in the amount of insurance) to the Policy that was subject to insurability requirements after the change has been in force during the lifetime of the Insured for two years from the date of the change. After the two year period, to the extent permitted by New York law we may rescind the Policy if the application contains a fraudulent misstatement.

Suicide If the Insured dies by suicide within two years from the Date of Issue, the amount payable under the Policy will be limited to the gross Premium Payments, less the amount of any Policy Debt and withdrawals as well as any dividends paid. If the Insured dies by suicide within two years of the date of issuance of a change in the Policy that was subject to insurability requirements, the amount payable will be an amount that would have been paid had no change been made less any applicable charges attributable to the change.

Misstatement of Age or Sex If the age or sex of the Insured has been misstated, the Policy will be modified by recalculating all values and benefits based on the correct age and sex.

Collateral Assignment If deemed acceptable by the Company, under certain circumstances and pursuant to the terms of your Policy you may assign a Policy as collateral security. We are not responsible for the validity or effect of a collateral assignment and we will not be deemed to know of an assignment before receipt of the assignment in writing at our Home Office even if effect of such assignment is given as of the time the Owner signs the assignment. The interests of any beneficiary will be subject to any collateral assignment made either before or after any beneficiary is named. The collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. (See “Ownership Rights”). Any such assignment will be subordinate to any assignment to the Company for loans regardless of the date of the loan.

Deferral of Determination and Payment We will ordinarily pay Policy Benefits (i.e., Policy loans, Cash Surrender Value, and withdrawals) within seven days after we receive all required documents at our Home Office. However, we may defer determination and payment of benefits if:

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the NYSE is closed, other than customary weekend and holiday closings, or trading on the NYSE is restricted as determined by the SEC; or

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the SEC permits, by an order, the postponement of any payment for the protection of Owners; or

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the SEC determines that an emergency exists that would make the disposal of securities held in the Separate Account or the determination of their value not reasonably practicable; or

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such suspension or postponement is otherwise permitted by the 1940 Act.

If, under SEC rules, the Government Money Market Portfolio suspends payments of redemption proceeds in connection with a liquidation of the Portfolio, we will delay payment of any transfer, partial surrender, surrender, death benefit from the Government Money Market Division until the Portfolio is liquidated.

When the Policy is in force as Paid-up insurance, we may defer paying the Cash Surrender Value for up to six months from the date of surrender. We may also defer payment of a Policy loan or withdrawal for up to six months. If payment for any withdrawal, loan or surrender is deferred for 10 working days or more, interest will be paid on amounts at an annual effective rate at least equal to the rate required by New York law (currently 1.75%) from the date of the transaction to the date of payment.

If you have submitted a check or draft to our Home Office, we have the right to defer payment of Life Insurance Benefit, surrender, withdrawal, loan, or Income Plan proceeds until the check or draft has been honored.

If mandated under applicable law, we may be required to freeze an Owner’s Policy Value and thereby refuse to pay any requests for transfer, withdrawal, surrender, loans, or Life Insurance Benefit, until instructions are received from the appropriate regulatory or other lawful authority. We may also be required to provide additional information about you, your Policy, and your trading activities to government regulators.

Dividends This Policy is eligible to share in the divisible surplus, if any, of the Company. Each year we determine, in our sole discretion, the amount and appropriate allocation of divisible surplus. Divisible surplus allocated to your Policy is referred to as a “dividend.” The Policy’s share, if any, will be credited as an annual dividend on the Policy Anniversary. There is no guaranteed method or formula for the determination or allocation of divisible surplus. The Company’s approach is subject to change. There is no guarantee of divisible surplus. Even if there is a divisible surplus, the payment of a dividend on the Policy is not guaranteed. It is not expected that any dividends will be payable on the Policy.

We will credit annual dividends, if any, in cash or you may use them to increase the Contract Fund Value. If you do not provide direction as to the use of dividends, we will use them to purchase fixed paid-up additions at an interest rate guaranteed by the Company and the guaranteed maximum cost of insurance rate. Such fixed paid-up additions will increase the Life Insurance Benefit and Cash Surrender Value. Dividends used to increase the Contract Fund Value will be allocated according to the allocation of Net Premiums then in effect.

Voting Rights

As long as the Separate Account continues to be registered as a unit investment trust under the 1940 Act, and as long as Separate Account assets of a particular Division are invested in shares of a given Portfolio, we will vote the shares of that Portfolio held in the Separate Account in accordance with instructions we receive from Owners. Periodic reports relating to the Portfolios, proxy material and a form on which one can give instructions with respect to the proportion of shares of the Portfolio held in the Separate Account corresponding to the Owner’s Policy Value, will be made available to the Owner(s). We will vote shares for which no instructions have been received in the same proportion as the shares for which instructions have been received from Owners. The effect of such proportional voting is that a small number of Owners may control the outcome of a particular vote.

We may, if required by state insurance regulations, disregard voting instructions which would require shares to be voted for a change in the sub-classification or investment objectives of a Portfolio, or to approve or disapprove an investment advisory agreement for a Portfolio. We may also disregard voting instructions that would require changes in the investment policy or investment adviser for a Portfolio, provided that we reasonably determine to take this action in accordance with applicable federal law. If we disregard voting instructions we will include a summary of the action and reasons therefore in the next annual report to Policy Owners.

Reports and Financial Statements

For each Policy Year, we will send you a statement showing the Death Benefit, Policy Value, Contract Fund Value and any Policy Debt (including interest charged) as of the Policy Anniversary. We will also send you a confirmation statement when you make a Premium Payment, transfer assets among Divisions, make a withdrawal, take a Policy loan, or surrender the Policy. The annual statement and confirmation statements will show the apportionment of allocations among the Divisions. If the Policy is in force as Paid-Up insurance, statements and reports will be limited to an annual Policy statement showing the Death Benefit, Contract Fund Value, and any Policy Debt.

Annually, we will send you a report containing financial statements of the Separate Account and, semi-annually, we will send you reports containing financial information and schedules of investments for the Portfolios underlying the Divisions to which your Contract Fund Value is allocated. The financial statements of the Company appear in the Statement of Additional Information. To receive a copy of the Annual Report, Semi-Annual Report and/or Statement of Additional Information, call Advanced Markets Operations at 1-866-464-3800. Certain reports and other information can be obtained on our website at www.northwesternmutual.com.

Householding

To reduce costs, we may send only a single copy of the same disclosure document(s) (such as prospectuses, prospectus supplements, reports, announcements, proxy statements, notices, and information statements) to each consenting household (rather than sending copies to each Owner residing in a household). If you are or become a member of such a household, you can revoke your consent to “householding” at any time, and can begin receiving your own copy of such disclosure documents by calling Advanced Markets Operations at 1-866-464-3800.

Abandoned Property Requirements

New York has unclaimed property laws which generally declare insurance contracts/policy proceeds to be abandoned if unclaimed by a person or person entitled thereto for a period of three years. For example, if the payment of the death benefit has been triggered, but, if after a thorough search, we are still unable to locate the beneficiary, or if the beneficiary does not come forward to claim the death benefit proceeds in a timely manner, the death benefit proceeds will be paid to the abandoned property division or unclaimed property office of the state in which the beneficiary or you last resided, as shown on our books and records, or to our state of domicile. This “escheatment” is revocable, however, and New York is obligated to pay the death benefit proceeds (without interest) if your beneficiary steps forward to claim them with the proper documentation. To prevent such escheatment, it is important that you update your beneficiary designations, including addresses, if and as they change. Please contact your Financial Representative or call Advanced Markets Operations at 1-866-464-3800 for assistance in making such changes.

Cybersecurity

The Company has administrative, technical and physical safeguards in place with respect to information security, nevertheless, our variable product business is potentially susceptible to operational and information security risks resulting from a cyber-attack as it is highly dependent upon the effective operation of our computer systems and those of our business partners. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service on websites and other operational disruption and unauthorized release of confidential customer information. Cyber-attacks affecting us, the Portfolios, intermediaries and other affiliated or third-party service providers may adversely affect us and your Policy Value. For instance, cyber-attacks may interfere with our processing of contract transactions (including the processing of orders through our website, if available, or with the Portfolios), impact our ability to calculate values, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cybersecurity risks may also impact the issuers of securities in which the Portfolios invest, which may cause the Portfolios to lose value. There can be no assurance that we or the Portfolios or our service providers will avoid losses affecting your Policy due to cyber-attacks or information security breaches in the future.

Legal Proceedings

Northwestern Mutual, like other life insurance companies, is generally involved in litigation at any given time. Although the outcome of any litigation cannot be predicted with certainty, we believe that, as of the date of this prospectus, there are no pending or threatened lawsuits that will have a materially adverse impact on the ability of Northwestern Mutual to meet its obligations under the Policy, on the Separate Account, or on NMIS and its ability to perform its duties as underwriter for the Separate Account.

Speculative Investing

Do not purchase this Policy if you plan to use it, or any of its riders, for any type of speculative collective investment scheme (including, for example, arbitrage). Your Policy is not intended to be traded on any stock exchange or secondary market, and attempts to engage in such trading may violate state and/or federal law.

Owner Inquiries

If eligible, you may get up-to-date information about your Policy at your convenience with your User ID and password at our website www.northwesternmutual.com where you can access performance information, forms for routine service, and daily values for Policies you own. Eligible Owners may also set up certain electronic payments, make transfers (including as applicable Dollar-Cost Averaging and/or Portfolio Rebalancing) and change the allocation of future Premium Payments online, subject to our administrative procedures. For enrollment information, please visit our website www.northwesternmutual.com. Please note that electronic devices may not always be available. Any electronic device, whether it is yours, your service provider’s, your agent’s or ours, can experience outages or slowdowns for a variety of reasons, which may delay or prevent our processing of your request or payment. Although we have taken precautions to limit these problems, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your request or payment in writing at our Home Office. Electronic requests or payments are deemed to be received by us upon receipt at the electronic location designated by us in our procedures. If you have questions about surrendering your Policy, please contact your Financial Representative or call Advanced Markets Operations at 1-866-464-3800. To file a claim, please call your Financial Representative or Life Benefits at 1-800-635-8855.

Illustrations

Your Northwestern Mutual Financial Representative will provide you an illustration for your Policy upon your request when you apply for a Policy and while your Policy is in force. When you apply for a Policy, the illustrations will be based on the information you give us about the proposed Insured and will reflect such factors as the Specified Amount, Death Benefit option and Premium

Payments that you select. While the Policy is in force, the illustrations will reflect the performance of your Policy to date. Illustrations show how the Death Benefit and Policy Value for a Policy would vary based on hypothetical future investment results. These should be based upon realistic expectations given your own individual situation.

Illustrations for variable life insurance policies do not project or predict investment results. The illustrated values assume that non-guaranteed elements such as dividends, Policy charges and level investment returns will not change. Given the volatility of the securities markets over time, the illustrated scenario is unlikely to occur and actual values, death benefits, and certain expenses (which may vary with the investment performance of the Portfolios) will be more or less than those illustrated. In addition, the actual timing and amounts of payments, deductions, expenses and any values removed from the Policy will also impact product performance. Due to these variations, even a Portfolio that averaged the same return as illustrated will produce values which will be more or less than those which were originally illustrated. We reserve the right to charge for Illustrations in excess of one per Policy year (see “Charges and Deductions”).

Tax Considerations

General The following discussion provides a general description of federal tax considerations relating to the Policy. The discussion is based on current provisions of the Internal Revenue Code (“Code”) as currently interpreted by the Treasury Department and the Internal Revenue Service (“IRS”). The discussion is not exhaustive, it does not address the likelihood of future changes in federal 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.

Depending on the circumstances, the exchange of a Policy, a Policy loan (including the addition of unpaid loan interest to a Policy loan), or a change in ownership or an assignment of the Policy, or an interest in 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 Owner or beneficiary. If you contemplate any such transaction you should consult a qualified tax adviser.

This tax discussion is intended to describe the tax consequences associated with your Policy. It does not constitute legal or tax advice, and is not intended to be used and cannot be used to avoid any penalties that may be imposed on a taxpayer. Taxpayers should seek advice based on their particular circumstances from an independent tax advisor.

Life Insurance Qualification Section 7702 of the Code defines life insurance for federal income tax purposes. Under Section 7702, a Policy will generally be treated as life insurance for federal tax purposes if at all times it meets either a Guideline Premium/Cash Value Corridor Test (“GLPT”) or a Cash Value Accumulation Test (“CVAT”). You must choose either the GLPT or the CVAT before the Policy is issued. Once the Policy is issued, you may not change to a different test. The Death Benefit will vary depending on which test is used.

The definitional tests under the Code are based on the Commissioner’s Standard Ordinary (CSO) mortality tables in effect when the Policies were issued. The test applied to your policy is based on the 2017 CSO mortality tables.

The GLPT has two components, a premium limit component and a corridor component. The premium limit restricts the amount of premium that can be paid into the Policy. The corridor requires that the Death Benefit be at least a certain percentage (varying each year by age of the Insured) of the Policy Value. The CVAT does not have a premium limit, but does have a corridor that requires that the Death Benefit be at least a certain percentage of the Policy Value, with the percentage varying based on factors including but not limited to the age, sex and underwriting classification of the Insured. The corridor under the CVAT is different from the corridor under the GLPT. Specifically, the CVAT corridor requires more Death Benefit in relation to Policy Value than is required by the GLPT corridor. Therefore, as your Policy Value increases your Death Benefit may increase more rapidly in the Policy’s earlier years under CVAT than it would under GLPT. We have designed the Policy to comply with these rules. We will return premiums that would cause a Policy to be disqualified as life insurance, or we may take any other action that may be necessary for the Policy to qualify as life insurance for tax purposes.

In deciding whether or not to choose the CVAT, you should consider that the CVAT generally permits more premiums to be contributed to a Policy, but may require the Policy to have a higher Death Benefit, which may increase the Cost of Insurance charges, especially in the Policy’s later years.

As provided by Section 817(h) of the Code, the Secretary of the Treasury has set standards for diversification of the investments underlying variable life insurance policies. Failure to meet the diversification requirements would disqualify your Policy as life

insurance for purposes of Section 7702 of the Code. We believe that your Policy complies with the provisions of Section 7702 and 817(h) of the Code, but the application of these rules is not entirely clear. We may make changes to your Policy if necessary for the Policy to qualify as life insurance for tax purposes.

IRS Rev. Ruls. 2003-91 and 2003-92 provide guidance on when an Owner’s control of Separate Account assets will cause the Owner, and not the life insurance company, to be treated as the owner of those assets. Important indicators of investor control are the ability of the Owner to select the investment advisor, the investment strategy or the particular investments of the Separate Account. If the Owner of a Policy were treated as the owner of the assets held in the Separate Account, the income and gains related to those assets would be included in the Owner’s gross income for federal income tax purposes. We believe that we own the assets of the Separate Account under current federal income tax law.

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 generally not be subject to federal income tax.

So long as your Policy is not classified as a MEC (see “Modified Endowment Contract”), the proceeds from a surrender or withdrawal will generally be taxable only to the extent that the proceeds exceed the basis of the Policy. The basis of the Policy is generally equal to the Premium Payments less any amounts previously received as tax-free distributions. Dividends paid in cash, if any, are generally taxed as withdrawals with a resulting reduction in basis. However, dividends applied to purchase additional insurance or used to pay premiums are generally not taxable. In certain circumstances, a withdrawal of Policy Value during the first 15 Policy Years may be taxable to the extent that the Policy 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.

Unless the Policy is a MEC a loan received under your Policy will not be treated as a distribution subject to current federal income tax. If the Policy remains in force until the death of the Insured or, in the case of joint life insurance, the second death, the Policy Debt will be repaid from the Death Benefit. However, if the Policy terminates by any method other than death, the Policy Debt will be repaid from the Cash Value of the Policy, and the total Policy Value, including the total amount of the Policy Debt, will be taxable to the extent it exceeds the basis of the Policy. If the extended term insurance nonforfeiture option is available in your Policy, and it lapses to extended term insurance, the Policy Debt will be repaid from Policy Value of the Policy and the Policy Debt repayment will be treated as income and taxable to the extent it exceeds Policy’s basis.

Caution must be used when taking cash out of a Policy through Policy loans. If interest is not paid annually, it is added to the principal amount and the total Policy Debt will continue to increase for as long as the loan is maintained on the Policy. In extreme situations, Owners can face what is called the “surrender squeeze.” The surrender squeeze occurs if the Policy Debt becomes too large when compared to the unborrowed Policy Value, less the applicable surrender charge, is insufficient to cover the Monthly Policy Charges, thereby causing the Policy to lapse. As described above, if your policy lapses with outstanding Policy Debt, you will have an income tax liability to the extent the Policy Debt exceeds the Policy basis. This means that you may have to pay income tax for a year in which you did not receive any cash from the policy.

Interest paid by individual Owners of a Policy will ordinarily not be deductible. You should consult a qualified tax advisor as to the deductibility of interest paid, or accrued, by business Owners of a Policy. (See “Business-Owned Life Insurance”).

Subject to the agreement of the Company, and the Owner meeting any conditions set by the Company, a Policy may be exchanged tax-free for another life insurance policy covering the same Insured or an annuity contract with the same owner (or, in the case of an annuity owned by a non-natural owner, if the annuitant is the same as the life insurance policy insured). The Code also allows certain policies to be exchanged for stand-alone and combination long-term care policies on a tax-free basis. Any cash received or loan repaid in an exchange will be taxed to the extent of the gain in the Policy (i.e., on a gain-first basis).

Ownership of a Policy, or an interest in the Policy, may be transferred. If the transfer is for a valuable consideration, it is taxable to the extent the sales proceeds or fair market value of property received exceed the basis of the Policy. The transfer of a Policy with a loan in excess of Policy basis is considered a sale to the extent of the loan, and the loan is treated as “sales proceeds” paid to the transferor. If a Policy, or an interest in a Policy were transferred for valuable consideration, the death benefit will be taxable as ordinary income to the extent it exceeds the sum of the purchase price and subsequent premiums paid by the new owner. However, the death benefit will not be taxable if both of the following criteria are satisfied:

The transfer was no a “Reportable Policy Sale,” and

The transferee is the insured, a partner of the insured, a partnership in which the insured is a partner or a corporation in which the insured is a shareholder or officer or the basis of the Policy is carried over, in whole or in part, in the transfer. You should seek qualified tax advice if you plan a transfer of ownership.

A Reportable Policy Sale is defined by Code section 101(a)(3), which was enacted in 2017 as part of the Tax Cuts and Jobs Act. A Reportable Policy Sale occurs when a Policy or an interest in the Policy is transferred, directly or indirectly, for valuable consideration and the acquirer does not have a “substantial family, business, or financial relationship with the insured apart from the acquirer’s interest in” the Policy. An example of an indirect transfer is an acquisition of a partnership that owns the Policy. If a Reportable Policy Sale occurs, the acquirer and the insurance company are required to send information about the sale to the IRS and the transferor. At the time the prospectus was printed, the IRS had not yet issued guidance related to these reporting rules, so specific requirements are unclear.

Where the Policy cash value is distributed as periodic payments under a payment plan, part or all of the taxable payments may be subject to an additional 3.8% Medicare tax. The tax will be assessed on the Owner’s net investment income for the year to the extent that the Owner’s adjusted gross income (with slight modifications) exceeds $250,000 (married filing jointly or surviving spouse), $125,000 (married filing separately) or $200,000 (other filers) (not indexed). Under final regulations issued by the IRS, “net investment income” may, among other things, include the transfer of a life insurance policy that constitutes a sale, interest paid on the Death Benefit and taxable distributions from life insurance policies held in arrangements that constitute “passive activities”. You should seek qualified tax advice.

Modified Endowment Contracts (MEC) A modified endowment contract (“MEC”) is a type of life insurance contract that is taxed less favorably on lifetime distributions than other life insurance contracts. A MEC has less-favorable tax treatment because it is considered to be too investment oriented. Generally, a Policy will be classified as a MEC if the cumulative premiums paid during the first seven Policy Years after issue, or after a “material change” (described below), exceed the policy’s “seven-pay” limit. The seven-year time period is commonly referred to as the “seven-pay period”. Code Section 7702A defines the seven-pay limit as the sum of the Premium Payments (net of expense and administrative charges) that would have to be paid in order for the Policy to be fully paid-up after seven level annual payments, based on defined interest and mortality assumptions. If premiums in excess of the seven-pay limit are paid during a seven-pay period, a Policy will be a MEC. However, a policy will not be a MEC if the excess premiums are refunded, with interest, within 60 days after the end of the Policy Year in which they are paid. For purposes of measuring this 60-day refund period, the term “Policy Year” refers to the year that starts on the date of a material change if that date is different than the Policy Date. If excess premium is refunded, all Policy values are recalculated as though the excess premium had never been paid.

A Policy can also become a MEC if the benefits under the Policy are reduced during the seven-pay period. If a reduction occurs during a seven-pay period, the seven-pay Premium Payment limit will be redetermined based on the reduced level of benefits. All premiums paid during the seven-pay period must be retroactively tested against the new, lower, seven-pay limit. If the premiums previously paid are greater than the recalculated seven-pay limit, the Policy will become a MEC. This means that a reduction of Policy benefits can result in a MEC because of premiums paid in prior years even if those premiums did not exceed the policy’s seven-pay limit at the time they were paid. A reduction in benefits includes a decrease in the amount of coverage, the termination or reduction of certain riders, a withdrawal or any other action resulting in a surrender of Policy Value to you according to the terms of the Policy, an election for Paid-up insurance or, in some cases, a lapsing of the Policy where the Policy is not reinstated within 90 days. A life insurance policy which is received in exchange for a MEC will also be considered a MEC. In the case of joint life Policies, the reduction test must be applied during the lifetime of either insured rather than only during seven-pay periods.

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 MEC. This means that a new seven-pay period begins with a new seven-pay limit. The new seven-pay limits is determined by taking into account the Policy Value of the Policy at the time of such change. A material change could occur as a result of certain changes to the benefits or terms of the Policy, such as a change in a death benefit option or a change in the Insured(s), if allowable under your Policy. A material change could occur as a result of an increase in the death benefit, the addition of a benefit or the payment of a premium after the seven-pay period, which could be considered “unnecessary” under the Code.

If a Policy is a MEC, any distribution from the Policy will be treated as a distribution of gain first, subject to ordinary income taxation. Distributions for this purpose include a loan, a withdrawal of Policy Value, a surrender of the Policy, and dividends paid in cash. Distributions taken within the two-year period prior to a Policy becoming a MEC may also be taxed under the MEC tax rules. The Policy basis is increased to the extent a loan is a taxable distribution from a MEC. For these purposes, the term “loan”, includes an increase in Policy Debt due to accrued but unpaid loan interest, or an assignment or pledge of the policy to secure a loan. For MECs, 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 MECs issued by Northwestern Mutual to the same Owner (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 MECs.

A 10% penalty tax will apply to the taxable portion of a distribution from a MEC. The penalty tax will not, however, apply to distributions (i) to taxpayers 59¹⁄₂ 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 taxpayer or the survivorship lives (or survivorship life expectancies) of the taxpayer and the taxpayer’s beneficiaries. The exceptions generally do not apply to life insurance policies owned by corporations or other entities.

Estate Tax and Generation Skipping Taxes If the Insured owns, or has any incidents of ownership in, the Policy, the amount of the Life Insurance Death Benefit will generally be includible in the Insured’s estate for purposes of the federal estate tax and any applicable state inheritance tax. In some circumstances, the Death Benefit of a policy may be included in an Insured’s estate even if not owned at the time of death. This may occur if the Insured transferred an ownership interest, or an incident of ownership, in a policy within three years of death. If the Owner dies, but an Insured is still alive, the fair market value of the Policy will be includible in the Owner’s estate. With appropriate estate planning, an unlimited marital deduction may permit deferral of federal estate and gift taxes until the death of the Owner’s surviving spouse.

If ownership of the Policy is transferred, either directly or in trust, to a person two or more generations younger than the Owner, the value of the Policy may be subject to a generation skipping transfer tax.

An exemption limit of $10 million (single)/$20 million (married) (with inflation indexing after 2011) and a maximum rate of 40% applies for purposes of the estate, gift and generation skipping transfer taxes. In addition, any unused estate exemption limit may be carried over to the surviving spouse.

Business-Owned Life Insurance Business-owned life insurance may be subject to certain additional rules. Section 101(j) of the Code provides that a portion of the Death Benefit payable under business-owned life insurance in which the business is also the beneficiary will be taxable to the extent it exceeds the premiums or other consideration the business paid for the policy. This rule will not apply if (i) the insured is an eligible employee and (ii) certain notice and consent requirements are satisfied before the policy is issued. Generally, an eligible employee is someone who was an employee at any time during the 12-month period before death, a director, a person who owns more than 5% of the business, an employee earning more than $120,000 annually (increased for cost of living), one of the highest 5 paid officers or an employee who is among the highest paid 35% of employees. The law also imposes an annual reporting and record-keeping obligation on the employer. Increases in Policy Value may also be subject to tax under the corporation alternative minimum tax provisions.

Section 264(a)(1) of the Code generally disallows a deduction for Premium Payments on Policies by anyone who is directly or indirectly a beneficiary under the Policy. Interest on debt that is related to or is incurred to purchase or carry life insurance might be deductible in certain, limited, circumstances set forth in Code Section 264. For example, interest paid or accrued for up to an aggregate of $50,000 of indebtedness with respect to life insurance covering a “key person” may be deductible. Generally, a key person is defined as an officer or a 20% owner. However, the number of key persons will be limited to the greater of (a) five individuals, or (b) the lesser of 5% of the total officers and employees of the taxpayer or 20 individuals. Deductible interest for these Policies will be subject to limits based on current market rates.

In addition, if a business owns life insurance with cash value, Section 264(f) may disallow a portion of a business’s non-life insurance related interest deduction. The disallowance is based on a ratio that compares the amount of unborrowed life insurance Policy Value to the adjusted basis of other business assets. Certain policies may be excluded from the disallowance calculation. These include policies held by natural persons unless the business is a direct or indirect beneficiary under the policy and policies owned by a business and insuring an individual who at the time the policy is issued is an employee, director, officer or 20% owner (as well as survivorship life policies insuring 20% owners and their spouses). The IRS has ruled that a policy received in a tax-free exchange is newly issued for this purpose.

The IRS has ruled privately that losses in business-owned life insurance could be deducted upon the surrender of the policy if there was no reasonable prospect of recovery, but that the losses would be calculated by reducing the basis of the policy by the annual cost of the insurance protection provided by the policy. Private rulings apply only to the taxpayer who receives the ruling but may be indicative of the IRS’s thinking on an issue.

Special rules under the Code govern how life insurance companies calculate income tax deductions. Under these rules the annual increase in the cash value of life insurance policies owned by life insurance companies may limit the company’s deductions, resulting in an overall increase in its taxable income. In Revenue Procedure 2007-61, the IRS provided a safe harbor under which the annual increase in cash value of life insurance policies covering no more than 35% of the company’s employees, directors, officers and 20% owners will not limit the life insurance company’s deductions. Additionally, the Revenue Procedure included language that the tax-deferred nature of such contracts remains subject to challenge by the IRS under other provisions of the tax law, including judicial doctrines such as the business purpose doctrine.

Split Dollar Arrangements Life insurance purchased under a split dollar arrangement is subject to special tax rules. Treasury regulations regarding the taxation of split dollar arrangements apply only to arrangements entered into or materially changed after September 17, 2003. The regulations provide that such split dollar arrangements must be taxed under one of two mutually exclusive tax regimes depending on the ownership of the underlying life insurance policy. Collateral assignment split dollar arrangements, in which the employee owns the policy, must be taxed under a loan regime. Where such an arrangement imposes a below market interest rate or no interest rate, the employee is taxed on the imputed interest under Section 7872 of the Code. Endorsement split dollar arrangements, in which the employer owns the policy, must be taxed under an economic benefit regime. Under this regime, the employee is taxed each year on (i) the value of the current life insurance protection provided to the employee, (ii) the increase in the amount of policy Cash Surrender Value to which the employee has current access, and (iii) the value of any other economic benefits provided to the employee during the taxable year.

Under the Sarbanes-Oxley Act of 2002, it is a criminal offense for an employer with publicly traded stock to extend or arrange a personal loan to a director or executive officer after July 30, 2002. One issue that has not been clarified is whether each Premium Payment paid by such an employer under a split dollar arrangement with a director or executive officer is a personal loan subject to the new law.

Section 409A of the Code imposes requirements for nonqualified deferred compensation plans with regard to the timing of deferrals, distribution triggers, funding mechanisms and reporting requirements. Nonqualified deferred compensation plans that fail to meet these conditions are taxed currently on all compensation previously deferred and interest earned thereon and are assessed an additional 20% penalty. The law does not limit the use of life insurance as an informal funding mechanism for nonqualified deferred compensation plans, but Notice 2007-34 treats certain split dollar arrangements as nonqualified deferred compensation plans that must comply with the new rules. These rules became effective December 31, 2008. Congress has also considered limiting an individual’s annual aggregate deferrals to a nonqualified deferred compensation plan to $1,000,000.

Valuation of Life Insurance Special valuation rules apply to Policies distributed from a qualified plan to a participant or transferred by an employer to an employee. IRS Rev. Proc. 2005-25 provides safe harbor formulas for valuing variable and non-variable life insurance. Generally, the safe harbor value is the greater of (i) the sum of the interpolated terminal reserve, any unearned premiums, and a pro rata portion of the estimated dividends for the Policy Year; or (ii) the cash value without reduction for surrender charges (but adjusted by a surrender factor for policies distributed from qualified plans) multiplied by a factor specified in Rev. Proc. 2005-25. These rules do not apply to split dollar arrangements entered into on or before September 17, 2003 and not materially modified thereafter.

Other Tax Considerations Under Code Section 6011, taxpayers are required to annually report all “reportable transactions”. Regulations under Code Section 6011 provide a list of several types of reportable transactions, some of which may involve life insurance policies. For example, in some circumstances a reportable transaction might exist if life insurance is owned by a welfare benefit plan. “Reportable transactions” also include transactions that create significant differences between the amount of any item for purposes of determining income, gain, expense or loss for tax purposes differs by more than $10 million, on a gross basis, from the amount of the item for purposes for book purposes. However, Rev. Proc. 2004-67 held that the purchase of life insurance policies that creates such a difference does not, by itself, constitute a “reportable transaction.” The rules related to reportable transactions are complicated and you should consult a qualified tax advisor before purchasing any insurance policy as part of a transaction.

Distribution of the Policy

We sell the Policy through our Financial Representatives who also are registered representatives of Northwestern Mutual Investment Services, LLC (“NMIS”). NMIS, our wholly-owned company, was organized under Wisconsin law in 1998 and is located at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. NMIS is a registered broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority. NMIS is the principal underwriter and distributor of the Policy and has entered into a Distribution Agreement with us.

Northwestern Mutual variable insurance and annuity products are available exclusively through NMIS and its registered representatives and cannot be held with or transferred to an unaffiliated broker-dealer. Except in limited circumstances, NMIS registered representatives are required to offer Northwestern Mutual variable insurance and annuity products. The amount and timing of sales compensation paid by insurance companies varies. The commissions, benefits, and other sales compensation that NMIS and its registered representatives receive for the sale of a Northwestern Mutual variable insurance or annuity product might be more or less than that received for the sale of a comparable product from another company.

The maximum commission payable to the registered representative who sells the Policy is 42.5% of Target Premium and 2.75% of Premium Payments in excess of that amount during the first Policy Year; 6% of Target Premium and 2.75% of Premium Payments in excess of that amount paid in Policy Years 2-10; and 1.5% of Premium Payments thereafter. Registered representatives may receive less than the maximum commission or no commission in certain circumstances according to pre-established guidelines. We may also pay new registered representatives differently during a training period. In addition, a commission of 0.07% of Invested Assets is paid at the end of Policy Years 2 and later. The entire amount of sales commissions paid to registered representatives is passed through NMIS to the registered representative who sold the Policy and to his or her managers. The Company pays compensation and bonuses for the management team of NMIS, and other expenses of distributing the Policies.

Because registered representatives of NMIS are also our appointed agents, they may be eligible for various cash benefits, such as bonuses, insurance benefits, retirement benefits, and non-cash compensation programs that we offer, such as conferences, achievement recognition, prizes, and awards. In addition, registered representatives of NMIS who meet certain productivity, persistency, and length of service standards and/or their managers may be eligible for additional compensation. For example, registered representatives who meet certain annual sales production requirements with respect to their sales of Northwestern Mutual insurance and annuity products can qualify to receive additional cash compensation for their other sales of investment products and services. Sales of the Policies help registered representatives and/or their managers qualify for such compensation and benefits. Certain registered representatives of NMIS may receive other payments from us for the recruitment, training, development, and supervision of financial representatives, production of promotional literature and similar services.

Commissions and other incentives and payments described above are not charged directly to Owners or to the Separate Account. We intend to recoup commissions and other sales expenses through fees and charges deducted under the Policy. NMIS registered representatives receive ongoing servicing compensation related to the Policies, but may be ineligible to receive ongoing servicing compensation paid by issuers of other investment products for certain smaller accounts.

Glossary of Terms

APPLICATION

The form completed by the applicant when applying for coverage under the Policy. This includes any:

1. amendments or endorsements;

2. supplemental Applications;

3. reinstatement Applications; and

4. Policy change Applications.

ATTAINED AGE

The Insured’s Issue Age listed in the Policy schedule pages, plus the number of complete Policy Years that have elapsed since the Policy Date.

CASH SURRENDER VALUE

An amount equal to the Policy Value minus the sum of Policy Debt and any surrender charge. Please note that in certain contexts outside of the Prospectus, such as sales literature, notices and/or other materials, the term Accumulated Value After Loan and Surrender Charge may be used in place of Cash Surrender Value. In some circumstances, the terms Accumulated Value After Loan, Accumulated Value After Surrender Charge, or Net Accumulated Value may be used to describe your Cash Surrender Value, as appropriate.

CODE

The Internal Revenue Code of 1986, as amended.

CONTRACT FUND VALUE

An amount equal to amounts in the Divisions but does not include Policy Debt. Please note that in certain contexts outside of the Prospectus, such as sales literature, notices and/or other materials, the term Accumulated Value may be used in place of Contract Fund Value. In some circumstances, the terms Accumulated Value After Loan, Accumulated Value After Surrender Charge, or Net Accumulated Value may be used to describe your Contract Fund Value after deductions for a surrender charge or an outstanding loan, as appropriate.

DATE OF ISSUE

The date on which insurance coverage takes effect and the date on which the suicide and contestable periods begin. The date is shown in the Policy.

DEATH BENEFIT

The gross amount payable to the Beneficiary upon the death of the Insured, before the deduction of Policy Debt and other adjustments. (See “Life Insurance Benefit”).

DEATH BENEFIT GUARANTEE GRACE PERIOD

A 61-day period after which the Death Benefit Guarantee will terminate if you do not make a sufficient payment.

DIVISION

A subdivision of the Separate Account. We invest each Division’s assets exclusively in shares of one Portfolio.

FINANCIAL REPRESENTATIVE

An individual who is authorized to sell you the Policy and who is licensed both as a Northwestern Mutual insurance agent and as a registered as a representative of our affiliate, Northwestern Mutual Investment Services, LLC, the principal underwriter of the Policy.

FUND

Each Fund is registered under the 1940 Act as an open-end management investment company or as a unit investment trust, or is not required to be registered under the Act. Each Portfolio of the Funds is available as an investment option under the Policy. The assets of each of the Divisions of the Separate Account are used to purchase shares of the corresponding Portfolio of a Fund.

GENERAL ACCOUNT

All assets of the Company, other than those held in the Separate Account or in other separate accounts that have been or may be established by the Company.

GOOD ORDER

Your request or payment meets all the current requirements necessary for us to process it. For certain requests this may include, as applicable, the return of proceeds, evidence of insurability, underwriting, MEC-limit (or insurance qualification) requirements, any premium payments due, instructions as to payment due dates, or proper completion of certain Northwestern Mutual forms.

HOME OFFICE

Our office at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-4797.

INCOME PLAN

An optional method of receiving the Death Benefit, maturity benefit, surrender proceeds or withdrawal proceeds of an insurance policy or annuity contract through a series of periodic payments. An Income Plan may also be known as a “payment plan.”

IN FORCE DATE

The date on which the initial Net Premium is transferred from the General Account to the Separate Account after you have met all the conditions necessary for us to proceed with the final issuance of your Policy, such as determination of underwriting classification, receipt of minimum premiums and receipt of all paperwork in Good Order.

INITIAL ALLOCATION DATE

The date identified in the Policy on which we first allocate Net Premium to the Divisions of the Separate Account according to the Owner’s instructions.

INITIAL SPECIFIED AMOUNT

The Specified Amount of coverage on the Date of Issue of the Policy.

INSURED

The person named as the Insured on the Application and in the Policy.

INVESTMENT ACCOUNT

Amounts allocated to the Divisions of the Separate Account. Please note that in certain contexts outside of the Prospectus, such as sales literature, notices and/or other materials, the term Invested Assets may be used in place of Investment Account.

ISSUE AGE

The Insured’s age on his/her birthday nearest the Policy Date.

LIFE INSURANCE BENEFIT

The net amount payable upon the death of the Insured. The Life Insurance Benefit equals the Death Benefit (or the Guaranteed Minimum Death Benefit if the Policy is in force under the Death Benefit Guarantee) reduced by any outstanding Policy Debt and other adjustments if death occurs during a grace period.

LOAN VALUE

An amount equal to 90% of the excess of the Policy Value on the date of the loan over the surrender charge that would be applicable to a surrender on the date of the loan.

MEC

Modified endowment contract as described in Section 7702A of the Internal Revenue Code. A modified endowment contract is a life insurance contract that is considered too investment oriented and is taxed less favorably on lifetime distributions than other life insurance contracts. See the “Tax Considerations” section for more detailed information.

MONTHLY POLICY CHARGE

The amount equal to the sum of:

the monthly cost of insurance charge;

the monthly percent of contract fund value charge;

the monthly administrative charge;

the monthly Specified Amount charge;

the monthly underwriting and issue charge;

the monthly cost of any optional benefit, if applicable;

the monthly Policy Debt Expense charge, if applicable; and

the monthly Death Benefit Guarantee charge, if applicable.

MONTHLY PROCESSING DATE

The first Monthly Processing Date is the Policy Date; thereafter, the Monthly Processing Date is the same day of each month as the Policy Date. If the Monthly Processing Date would otherwise fall on the 29^th, 30^th, or 31^st of the month, monthly processing will occur on that day or on the last day of the month if the month does not have that day.

NET PREMIUM(S)

The amount of Premium Payment remaining after the Premium Expense Charges have been deducted.

NYSE

New York Stock Exchange.

OWNER (You, Your)

The person named in the Application as the Owner, or the person who becomes Owner by transfer or succession.

POLICY ANNIVERSARY

The same day and month as the Policy Date in each year following the first Policy Year.

POLICY DATE

The date shown on the Policy Schedule Page from which the following are computed:

1. Policy Year;

2. Policy Anniversary;

3. Monthly Processing Date;

4. Death Benefit Guarantee Period;

5. the Issue Age of Insured; and

6. the Attained Age of the Insured.

POLICY DEBT

The total amount of all outstanding Policy loans, including both principal and accrued interest.

POLICY GRACE PERIOD

A 61-day period after which a Policy will lapse if you do not make a sufficient payment.

POLICY VALUE

The sum of Contract Fund Value and Policy Debt. Please note that in certain contexts outside of the Prospectus, such as sales literature, notices and/or other materials, the term Accumulated Value may be used in place of Policy Value. In some circumstances, the terms Accumulated Value After Loan, Accumulated Value After Surrender Charge, or Net Accumulated Value may be used to describe your Policy Value after deductions for a surrender charge or an outstanding loan, as appropriate.

POLICY YEAR

A year that starts on the Policy Date or on a Policy Anniversary.

PORTFOLIO

A series of a Fund available for investment under the Policy which corresponds to a particular Division of the Separate Account.

PREMIUM PAYMENTS

All payments you make under the Policy other than loan repayments and transaction fees.

SEPARATE ACCOUNT

Northwestern Mutual Variable Life Account II.

SPECIFIED AMOUNT

The amount you select, subject to minimums and underwriting requirements we establish, which is used in determining the insurance coverage on an Insured’s life.

TARGET PREMIUM

An amount based on the Specified Amount, Death Benefit Guarantee Period, any optional benefits, and factors relating to the Insured including but not limited to Issue Age, sex, and underwriting classification, used to compute certain charges. The Target Premium is the dollar amount identified in the Maximum Sales Load section of the Policy schedule pages.

UNIT

An accounting unit of measure representing the value in one or more Divisions of the Separate Account.

UNIT VALUE

The value of a particular Unit at a particular time. Unit Value is analogous, but not the same as, the share price of a Portfolio in which a Division invests. It may fluctuate from one Valuation Period to the next.

VALUATION DATE

Any day the NYSE is open for trading, except for any days specified in the Policy’s prospectus including any day a Portfolio does not value its shares. A Valuation Date ends when the NYSE closes.

VALUATION PERIOD

The time between the close of trading on the NYSE on a Valuation Date and the close of trading on the next Valuation Date.

Additional Information

More information about the Separate Account is included in a Statement of Additional Information (“SAI”), which is dated the same day as this prospectus, is incorporated by reference into this prospectus, and is available free of charge from The Northwestern Mutual Life Insurance Company. To request a free copy of the Separate Account’s SAI, or current annual report, call Advanced Markets Operations toll-free at 1-866-464-3800. Under certain circumstances you or your Financial Representative may be able to obtain these documents online at www.northwesternmutual.com. Information about the Separate Account (including the SAI) can be reviewed and copied at the Public Reference Room of the SEC in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Reports and other information about the Separate Account are available on the SEC’s Internet site at http://www.sec.gov, or they may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 100 F St., NE, Washington, DC 20549-0102.

Your Northwestern Mutual Financial Representative will provide you with illustrations for a Variable Universal Life Plus - NY Policy free of charge upon your request. The illustrations show how the Death Benefit, Contract Fund Value and Cash Surrender Value for a Policy would vary based on hypothetical investment results. Your Financial Representative will also respond to other inquiries you may have regarding the Policy, or you may contact Advanced Markets Operations at 1-866-464-3800.

Investment Company Act File No. 811- 21933

NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT II

(Account)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

(Depositor)

720 EAST WISCONSIN AVENUE

MILWAUKEE, WI 53202

1-866-464-3800

STATEMENT OF ADDITIONAL INFORMATION

Variable Universal Life Plus – New York

This Statement of Additional Information (“SAI”) contains additional information regarding the Variable Universal Life Plus insurance policy (the “Policy”) offered by The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”). This SAI is not a prospectus, and should be read together with the prospectus for the Policy dated [ ], 2019. You may obtain a copy of the prospectus by writing or calling Northwestern Mutual at the address or phone number shown above, or by visiting the Northwestern Mutual website at www.northwesternmutual.com. Capitalized terms in this SAI have the same meanings as in the prospectus for the Policy.

The date of this Statement of Additional Information is [ ], 2019.

B-1

TABLE OF CONTENTS


	Page

DISTRIBUTION OF THE POLICY		B-3

EXPERTS		B-3

FINANCIAL STATEMENTS OF THE ACCOUNT		F-1

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL		NM-1

B-2

DISTRIBUTION OF THE POLICY

Northwestern Mutual Investment Services, LLC (“NMIS”), our wholly-owned company, is the principal underwriter and distributor of the Policy. NMIS is located at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. The Policy is offered on a continuous basis exclusively through our Financial Representatives, who are also registered representatives of NMIS. We do not anticipate discontinuing the offering of the Policy but we reserve the right to do so at any time.

NMIS is the principal underwriter of the Policies for purposes of the federal securities laws. We paid the following amounts to NMIS with respect to sales of variable life insurance policies issued in connection with the Account during the last fiscal year representing commission payments NMIS made to our agents and related benefits. None of these amounts was retained by NMIS and no amounts were paid to other underwriters or broker-dealers.


Year	Amount
2018	$	30,920,249
2017	$	19,621,125
2016	$	13,520,415

NMIS also provides certain services related to the administration of payment plans under the Policy pursuant to an administrative services contract with Northwestern Mutual. In exchange for these services, NMIS receives compensation to cover the actual costs incurred by NMIS in performing these services.

EXPERTS

The statutory financial statements of The Northwestern Mutual Life Insurance Company as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018, and the financial statements of Northwestern Mutual Variable Life Account II as of December 31, 2018 and for the periods indicated, included in this Statement of Additional Information constituting part of this Registration Statement, have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The address of PricewaterhouseCoopers LLP is 833 East Michigan Street, Suite 1200, Milwaukee, Wisconsin 53202.

[TO BE UPDATED BY AMENDMENT]

B-3

Page F-1 through F- are reserved for the December 31, 2018

Financial Statements of Northwestern Mutual Variable Life Account II

F-1

Page NM-1 through NM- are reserved for the Consolidated Financial Statements of

The Northwestern Mutual Life Insurance Company

NM-1

PART C

OTHER INFORMATION

Item 26. Exhibits


Exhibit	Description	Filed Herewith/Incorporated Herein By Reference To
(a)	Resolution of Board of Trustees of The Northwestern Mutual Life Insurance Company establishing the Account, dated March 22, 2006	Exhibit (a) to Form N-6 initial Registration Statement, File No. 333-136124, filed July 28, 2006
(b)	Not Applicable
(c)	Distribution Agreement Between The Northwestern Life Insurance Company and Northwestern Mutual Investment Services, LLC, dated May 1, 2006	Exhibit (c) to Form N-6 initial Registration Statement, File No. 333-136124, filed July 28, 2006
(d)1	Northwestern Mutual Flexible Premium Variable Adjustable Life Insurance Policy, UU. VULP. (1019) NY	Filed herewith
(d)2(a)	Waiver Benefit: Payment of Selected Monthly Premium Upon Total Disability, UU.VUL.UL.SMP.(1019)	Exhibit (d)2(a) to Form N-6 initial Registration Statement File No. 333-231043, filed March 8, 2019
(d)2(b)	Change of Insured Benefit, UU.VUL.COI.(1019)	Exhibit (d)1 to Form N-6 initial Registration Statement File No. 333-231043, filed March 8, 2019
(d)2(c)	Additional Purchase Benefit, UU.VULP.APB.(1019)	Exhibit (d)2(c) to Form N-6 initial Registration Statement File No. 333-231043, filed March 8, 2019
(e)	Northwestern Mutual Life Insurance Application, 90-1 L.I.(0198) with Application Supplement, (90-1.VULP.Supp.(1019)	To be filed by Pre-Effective Amendment
(f)1	Restated Articles of Incorporation of The Northwestern Mutual Life Insurance Company (adopted July 26, 1972)	Exhibit A(6)(a) to Form S-6 Post-Effective Amendment No. 18, File No. 2-89972, filed April 26, 1996
(f)2	Amended By-Laws of The Northwestern Mutual Life Insurance Company dated December 4, 2002	Exhibit (f) to Form N-6 Post-Effective Amendment No. 8, File No. 333-36865, filed February 28, 2003
(g)(1)	Reinsurance Agreement dated December 19, 2013 between RGA Reinsurance Company and The Northwestern Mutual Life Insurance Company	Exhibit (g)(1) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(2)	Reinsurance Agreement dated December 19, 2013 between Munich American Reassurance Company and The Northwestern Mutual Life Insurance Company	Exhibit (g)(2) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(3)	Reinsurance Agreement dated December 22, 2015 between Munich American Reassurance Company and The Northwestern Mutual Life Insurance Company	Exhibit (g)(3) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(4)	Reinsurance Agreement dated November 7, 2013 between Swiss Re Life & Health American Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (g)(4) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(5)	Reinsurance Agreement dated December 22, 2015 between Swiss Re Life & Health American Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (g)(5) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(6)	Reinsurance Agreement dated December 23, 2013 between General Re Life Corporation and The Northwestern Mutual Life Insurance Company	Exhibit (g)(6) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(7)	Reinsurance Agreement dated December 22, 2013 between Hannover Life Reassurance Company of American and The Northwestern Mutual Life Insurance Company	Exhibit (g)(7) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019

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(g)(8)	Reinsurance Agreement dated December 2, 2013 between SCOR Global Life USA Reinsurance Company and The Northwestern Mutual Life Insurance Company	Exhibit (g)(8) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(h)(a)(1)	Participation Agreement dated March 16, 1999 Among Russell Insurance Funds, Russell Fund Distributors, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(a) to Form N-4 Post-Effective Amendment No. 66, File No. 2-29240, filed on April 28, 2005
(h)(a)(2)	Amendment No. 1 dated August 7, 2000 to the Participation Agreement dated March 16, 1999 Among Russell Insurance Funds, Russell Fund Distributors, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (h)1(a)(2) to Form N-6 Registration Statement, File No. 333-136124, filed on July 28, 2006
(h)(a)(3)	Amendment No. 2 dated October 13, 2006 to Participation Agreements dated March 16, 1999 and August 7, 2000, respectively, by and among The Northwestern Mutual Life Insurance Company, Russell Investment Funds, f/k/a “Russell Insurance Funds”, and Russell Fund Distributors, Inc.	Exhibit (h)1(a)(3) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-136124, filed December 13, 2006
(h)(a)(4)	Amendment No. 3 dated August 29, 2007 to Participation Agreements dated March 16, 1999, August 7, 2000, and October 13, 2006, respectively, by and among The Northwestern Mutual Life Insurance Company, Russell Investment Funds, f/k/a “Russell Insurance Funds”, and Russell Fund Distributors, Inc.	Exhibit (h)(a)(4) to Form N-6 Pre-Effective Amendment No. 9, File No. 333-136124, filed April 25, 2013
(h)(b)(1)	Participation Agreement dated May 1, 2003 among Variable Insurance Products Funds, Fidelity Distributors Corporation and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(b) to Form N-4 Post-Effective Amendment No. 66, File No. 2-29240, filed April 28, 2005
(h)(b)(2)	Amendment No. 1 dated October 18, 2006 to Participation Agreement dated May 1, 2003, by and among The Northwestern Mutual Life Insurance Company, Fidelity Distributors Corporation, and each of Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III	Exhibit (h)1(b)(2) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-136124, filed December 13, 2006
(h)(c)(1)	Participation Agreement dated April 30, 2007 among Neuberger Berman Advisers Management Trust, Neuberger Berman Management Inc., and The Northwestern Mutual Life Insurance Company	Exhibit (h)(e) to Form N-6 Post-Effective Amendment No. 7, for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed on April 26, 2012
(h)(d)(1)	Participation Agreement dated September 27, 2013 among Credit Suisse Trust, Credit Suisse Asset Management, LLC, Credit Suisse Securities (USA) LLC, and The Northwestern Mutual Life Insurance Company	Exhibit (h)(b)(4) to Form N-6 Post-Effective Amendment No. 10 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed on October 1, 2013
(h)(d)(2)	Amendment to Participation Agreement dated September 27, 2013 among Credit Suisse Trust, Credit Suisse Asset Management, LLC, Credit Suisse Securities (USA) LLC, and The Northwestern Mutual Life Insurance Company	Exhibit (h)(d)(2) to Form N-6 Pre-Effective Amendment No. 1, for Northwestern Mutual Variable Life Account II, File No. 333-230143, filed on August 30, 2019
(h)(e)(1)	Administrative Services Agreement dated April 23, 2007 between The Northwestern Mutual Life Insurance Company and Frank Russell Company	Exhibit (h)(e)(1) to Form N-6 Pre-Effective Amendment No. 1 File No. 333-230143, filed on August 30, 2019
(h)(f)(1)	Service Agreement dated May 1, 2003 between Fidelity Investments Institutional Operations Company, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(c)(2) to Form N-4 Pre-Effective Amendment No. 1, File No. 333-133380, filed August 8, 2006

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(h)(f)(2)	Amendment dated August 1, 2004 to the Service Agreement dated May 1, 2003 between Fidelity Investments Institutional Operations Company, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(c)(3) to Form N-4 Pre-Effective Amendment No. 1, File No. 333-133380, filed August 8, 2006
(h)(h)(1)	Administrative Services Agreement dated October 1, 2013 between Credit Suisse Securities (USA) LLC and The Northwestern Mutual Life Company	Exhibit (h)(h)(1) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(i)	Not Applicable
(j)(a)	Shareholder Information Agreement dated April 13, 2007 among Russell Investment Management Company on behalf of Russell Investment Funds and The Northwestern Mutual Life Insurance Company	Exhibit (j)(a) to Form N-6 Post-Effective Amendment No. 7 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed April 26, 2012
(j)(b)	Amendment No. 1 dated October 20, 2008 to Shareholder Information Agreement dated April 13, 2007 among Russell Fund Services Company on behalf of Russell Investment Funds and The Northwestern Mutual Life Insurance Company	Exhibit (j)(b) to Form N-6 Post-Effective Amendment No. 7 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed April 26, 2012
(j)(c)	Shareholder Information Agreement dated April 13, 2007 among Fidelity Distributors Corporation on behalf of Fidelity^®Variable Insurance Products Fund and The Northwestern Mutual Life Insurance Company	Exhibit (j)(c) to Form N-6 Post-Effective Amendment No. 7 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed April 26, 2012
(j)(d)	Shareholder Information Agreement dated April 16, 2007 among Northwestern Mutual Series Fund, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (j)(d) to Form N-6 Post-Effective Amendment No. 7 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed April 26, 2012
(j)(e)	Shareholder Information Agreement dated October 16, 2007 among Neuberger Berman Management Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (j)(e) to Form N-6 Post-Effective Amendment No. 7 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed April 26, 2012
(j)(f)	Shareholder Information Agreement dated September 27, 2013 among Credit Suisse Securities (USA) LLC and The Northwestern Mutual Life Insurance Company	Exhibit (j)(f) to Form N-6 Post-Effective Amendment No. 10 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed on October 1, 2013
(j)(g)	Power of Attorney	Filed herewith
(j)(h)	NMIS/NM Annuity Operations Admin Agreement	Exhibit (b)(8)(i) to Form N-4 Post-Effective Amendment No. 19 for NML Variable Annuity Account A, File No. 333-72913, filed on April 22, 2008
(k)	Opinion and Consent of Chris K. Gawart, Esq.	To be filed by Pre-Effective Amendment
(l)	Not Applicable
(m)	Not Applicable
(n)	Consent of PricewaterhouseCoopers LLP	To be filed by Pre-Effective Amendment
(o)	Not Applicable
(p)	Not Applicable
(q)	Memorandum describing Issuance, Transfer and Redemption Procedures	To be filed by Pre-Effective Amendment

Item 27. Directors and Officers of the Depositor

The following lists include all of the Trustees, executive officers and other officers of The Northwestern Mutual Life Insurance Company without regard to their activities relating to variable life insurance policies or their authority to act or their status as “officers” as that term is used for certain purposes of the federal securities laws and rules thereunder.

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TRUSTEES – As of September 1, 2019


		Name		Address
		John N. Balboni		Reitred Senior Vice President & CIO International Paper 105 E. Goodwyn Memphis, TN 38111

		Nicholas E. Brathwaite		Founding Partner Riverwood Capital 2494 Sand Hill Road Building 7, Suite 100 Menlo Park, CA 94025

		David J. Drury		Founding Partner Wing Capital Group 330 S. Executive Drive,Suite 209 Brookfield, WI 53005

		P. Russell Hardin		President Robert W. Woodruff Foundation 191 Peachtree Street NE, Suite 3540 Atlanta, GA 30303

		Hans Helmerich		Chairman Helmerich & Payne, Inc. 1437 S. Boulder Avenue Tulsa, OK 74119

		Dale E. Jones		CEO & President Diversified Search 1200 New Hampshire Avenue, NW Suite 820 Washington, DC 20036

		David J. Lubar		President & CEO Lubar & Co. 833 E. Michigan Street Suite 1500 Milwaukee, WI 53202

		Sheila L. Marcelo		Retired Senior Vice President Frito-Lay North America 5740 Martin Road, Apt. 1309 Plano, TX 75024

		Randolph W. Melville		Founder, Chairwoman & CEO Care.com 77 4^th Avenue, 5^th Floor Waltham, MA 02451

		Jaime Montemayor		Former Chief Technology Officer 7-Eleven 3604 Shantara Lane Plano, TX 75093

		Anne M. Paradis		Retired CEO MicroTek, Inc. 72 Reservation Road Sunderland, MA 01375

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		John E. Schlifske		Chairman & CEO Northwestern Mutual 720 E. Wisconsin Avenue Milwaukee, WI 53202

		Mary Ellen Stanek		Managing Director & Chief Investment Officer Baird Advisors Robert W. Baird & Co. President-Baird Funds Inc. 777 E. Wisconsin Avenue 21^st Floor Milwaukee, WI 53202

		S. Scott Voynich		Managing Partner Robinson, Grimes & Company, PC 5637 Whitesville Road P. O. Box 4299 Columbus, GA 31914

		Ralph A. Weber		Founding Member Gass, Weber, Mullins, LLC 241 N. Broadway Suite 300 Milwaukee, WI 53202

		Benjamin F. Wilson		Chairman Beveridge & Diamond, P.C. 1350 I Street, NW Suite 700 Washington, DC 20005

		Juan C. Zarate		Chairman & Co-Founder Financial Integrity Network 1919 M Street, NW, Suite 200 Washington, DC 20036

EXECUTIVE OFFICERS – As of July 15, 2019


John E. Schlifske		Chairman, President & Chief Executive Officer
Souheil Badran		Executive Vice President & Chief Innovation Officer
Kamal Bansal		Vice President (Engineering)
Manuel Barbero		Vice President (Chief Architect)
John E. Bentley		Vice President (Investment Strategy)
Sandra L. Botcher		Vice President (Field Experience)
Lori M. Brissette		Vice President (Insurance and Annuity Client Service)
Lisa A. Cadotte		Vice President (Investment Risk & Operations)
Michael G. Carter		Executive Vice President, Chief Financial Officer & Chief Risk Officer
Eric P. Christophersen		Vice President (Strategic Philanthropy & Community Relations)
Kelly Culler		Vice President (HR Business Partner)
Andrew DeGuire		Vice President (Corporate Strategy)
Joann M. Eisenhart		Executive Vice President & Chief People Officer
Chris K. Gawart		Vice President & General Counsel
Timothy J. Gerend		Executive Vice President (Career Distribution)
Aditi J. Gokhale		Executive Vice President & Chief Marketing and Communications Officer
Karl G. Gouverneur		Vice President (Digital Workplace & Corporate Solutions)
John M. Grogan		Executive Vice President (Insurance Products & Client Services)
Carol Grunberg		Vice President (Business Development)
Thomas C. Guay		Vice President (Risk Selection Strategy)
Ross Hamilton		Vice President (North Star)

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Amy Hanneman		Vice President (Diversity & Inclusion)
Neal Hardin		Vice President (Talent Acquisition and Strategic Workforce Planning)
Lee Hurley		Vice President (Brand and Advertising)
Fred Jambukeswaran		Vice President (Engineering)
Ronald P. Joelson		Executive Vice President & Chief Investment Officer
Todd M. Jones		Vice President & Controller
Jason T. Klawonn		Senior Vice President & Chief Actuary
Abimbola O. Kolawole		Vice President (Policy Benefits)
Dan Krohm		Vice President (Strategy Integration)
Wil Lombardi		Vice President (Client Services Strategy)
Jeffrey J. Lueken		Senior Vice President (Securities)
Stephanie A. Lyons		Vice President (Enterprise Risk Assurance)
Raymond J. Manista		Executive Vice President; Chief Legal Officer, Chief Compliance Officer & Secretary
John W. McTigue		Chief Distribution Advisor
Christian W. Mitchell		Executive Vice President & Chief Customer Officer
David Nelson		Vice President (Head of Design)
Mandy O’Dell		Vice President (HR Business Partner)
Raj Patel		Vice President (Talent)
Irina Petrakova		Vice President (Engineering)
Paul Presley		Vice President (WMC CTO & Data Analytics)
Steven M. Radke		Vice President (Government Relations)
Fawaz Rasheed		Chief Information Security Officer
John C. Roberts		Vice President (Distribution Performance)
Don J. Robertson		Executive Vice President & Chief Human Resources Officer
Joe Roblee		Vice President (Distribution Strategy)
Tammy M. Roou		Vice President (Enterprise Compliance)
Srinivas Sarathy		Vice President (Infrastructure & Operations)
Craig Schedler		Vice President (Strategic Investing)
Sarah R. Schneider		Vice President (Distribution Services)
Eva Marie Schoenborn		Vice President (IPS)
Deborah A. Schultz		Vice President (Financial Management)
Brent Schutte		Chief Investment Officer (WMC)
Julie Shaw		Vice President (Marketing and Strategy Effectiveness)
Todd Smasal		Vice President (Total Rewards)
David W. Simbro		Senior Vice President (Risk Products)
Jeff Sippel		Vice President (Planning Experience)
Steve Stone		Vice President (Enterprise Risk Management)
Deb Sumner		Vice President (Prospect and Client Marketing)
Antonette Volpendesta		Vice President (Product Marketing & Client Communications)
Kamilah D. Williams-Kemp		Vice President (New Business)
Thomas D. Zale		Vice President (Real Estate)

OTHER OFFICERS – As of April 1, 2019



Employee		Title
Craig L. Schedler		VP Strategic Investing

Lisa C. Gandrud		VP & Actuary
Gregory A. Gurlik		VP & Actuary
James R. Lodermeier		VP & Actuary
Susan J. Miner		VP & Actuary
Paul W. Skalecki		VP & Actuary
Chris G. Trost		VP & Actuary
Kyle A. Walster		VP & Actuary

Eric Heise		Senior Director Corporate Reporting
Todd C. Kuzminski		VP Investment Accounting
Dean A. Landry		VP Tax Planning
Susan Limbach		Senior Director Tax
Michael A. Reis		VP Accounting Policy

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Employee		Title
Matthew P. Sullivan		VP Financial Reporting & Analysis
Amanda E. Young		VP Tax

Stephen R. Stone		VP Enterprise Risk Management
Andrew T. Vedder		VP Solvency Policy & Risk Management

Gwen C. Canady		VP Finance & Expense Operations
Vikram Choudhary		VP Finance & Expense
Stacey Gribbin		VP Finance & Expense Operations
Karen A. Molloy		VP & Treasurer
Steve L. Wu		VP Sourcing & Procurement

David A. Escamilla		VP Investment Operations
Karla J. Adams		VP Investment Risk Management
James Reach		VP Investment Data & Analytics

Stig Haagensen		VP Engineering
Kristy L. Litchford		VP Product Management
Goran Micanovic		VP Engineering
Matthew T. Sauer		VP Product Management

Cal D. Schattschneider		VP Campus Planning & Operations

Jason R. Handal		VP Distribution Performance
Matthew McDowell		VP Distribution Performance
Arthur J. Mees Jr.		VP Distribution Performance
Timothy Nelson		VP Distribution Performance
Jeremy Newman		VP Distribution Finance

William Grady		VP Financial & Concierge Planning
Amy Kiiskila		VP Advanced Planning
William H. Taylor		VP Financial Planning & Sales Support

Joseph Roblee		VP Field Strategy Alignment
Rebecca Porter		VP Career Distribution Transformation Lead

Jennifer L. Brase		VP Diversity & Inclusion
Julie Flaa		VP Distribution Planning
Stephen J. Frankl		VP Field Learning & Development
Kevin J. Konopa		VP Business Owner
Stephanie Wilcox		VP Advanced Practice Groups & Teams VP Talent Management

William Lombardi		VP Client Services Strategy

Donald Gehrke		VP Investment Client Services

Nichole Lecher		VP Journey Transformation
Michelle E. Luhm		VP Disability Income and Long Term Care Underwriting
Anne C. Wills		VP Life Underwriting

Lisa M. Parker		VP DI & LTC Benefits
Allyson Schrader		VP Integrated Shared Services

Angela N. Bickler		VP Client Services
James LeMere		VP Client Services
Lori A. Torner		VP Journey Transformation

Quentin Doll		VP Product Development

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Employee		Title
Brian W. Henning		VP Competitive Intelligence
Kenneth M. Latus		VP Product Development
Steven J. Stribling		VP Product Development
Becki L. Williams		VP Advanced Markets

Wayne F. Heidenreich M.D.		VP Medical
Jill Mocarski		VP Medical
Deborah B. VanDommelen M.D.		VP & Chief Medical Officer
Jason L. Von Bergen		VP Research & Analytics
Joel S. Weiner		VP Medical

Robert J. Johnson		VP Compliance
Randy M. Pavlick		VP Managed Investments Compliance
Bernd Huber		VP Enterprise Information Risk & Cybersecurity
Raymond Zellmer		VP Enterprise Information Risk & Cybersecurity
Susan W. Callanan		VP Public Policy
Christopher T. Gahan		VP Federal Relations

Thomas K. Anderson		Asst. General Counsel & Asst. Secretary
Mark J. Backe		VP-Insurance & Operations Counsel & Asst. Secretary
JoAnne M. Breese-Jaeck		Asst. General Counsel & Asst. Secretary
Christopher W. Brownell		Asst. General Counsel & Asst. Secretary
Thomas B. Christenson		Asst. General Counsel & Asst. Secretary
Michael J. Conmey		Asst. General Counsel & Asst. Secretary
Mark S. Diestelmeier		Asst. General Counsel & Asst. Secretary
John E. Dunn		VP & Investment Products & Services Counsel & Asst. Secretary
Bradley L. Eull		Asst. General Counsel & Asst. Secretary
Chad E. Fickett		Asst. General Counsel & Asst. Secretary
James C. Frasher		Asst. General Counsel & Asst. Secretary
John D. Gatmaitan		Asst. General Counsel & Asst. Secretary
Sheila M. Gavin		Asst. General Counsel & Asst. Secretary
Matthew D. Heinke		Asst. General Counsel & Asst. Secretary
David B. Kennedy		Asst. General Counsel & Asst. Secretary
Steven J. LaFore		Asst. General Counsel & Asst. Secretary
Lisa A. Leister		Asst. General Counsel & Asst. Secretary
Kim W. Lunn		Asst. General Counsel & Asst. Secretary
Cheri L. McCourt		Asst. General Counsel & Asst. Secretary
James L. McFarland		Asst. General Counsel & Asst. Secretary
Andrew J. McLean		Asst. General Counsel & Asst. Secretary
Lesli H. McLinden		Asst. General Counsel & Asst. Secretary
Christopher J. Menting		Assoc. General Counsel-Enterprise Governance & Asst. Secretary
Jennifer W. Murphy		Asst. General Counsel & Asst. Secretary
William C. Pickering		Asst. General Counsel & Asst. Secretary
Nora M. Platt		Asst. General Counsel & Asst. Secretary
Zhibin Ren		Asst. General Counsel & Asst. Secretary
Monica M. Riederer		Asst. General Counsel & Asst. Secretary
Rodd Schneider		VP & Litigation and Distribution Counsel & Asst. Secretary
John M. Thompson		Asst. General Counsel & Asst. Secretary
John W. Warren		Asst. General Counsel & Asst. Secretary
Terry R. Young		Asst. General Counsel & Asst. Secretary
Michael W. Zielinski		Asst. General Counsel & Asst. Secretary

Donna L. Lemanczyk		Assistant Secretary
Daniel M. Flesch		Assistant Secretary

David Pahl		VP Data Scientist
Drazen Pantic		Chief Scientist

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Employee		Title
Elizabeth Ridley		VP-Marketing Strategy & Training

Vivek Bedi		VP Client Experience & Product Experience
Bryan E. Kadlec		VP Product Management
Manish Mallikarjuna		VP Client Experience
Kevin M. McCarthy		VP Product Management
Josef Pfeiffer		VP Product Management
Jill L. Zeisler		VP Product Management

Kelly Culler		VP Human Resources Business Partners
Dario DeMaria		VP Strategy Systems and Operations
William N. Hardin		VP Talent Acquisition & Strategic Workforce Placement
Amanda O’Dell		VP Human Resources Business Partners
Raj Patel		VP Talent & Organizational Development
Maria Rose Pollara		VP Human Resources Business Partners
Todd W. Smasal		VP Total Rewards

Christopher Bellomo		VP Enterprise Transformation Architect
Troy M. Burbach		VP Transformation Change Agent
Andrew J. DeGuire		VP Strategy Advancement & Alignment
Cheryl A. DeLonay		VP Transformation
Patricia A. Hagen		VP Transformation
Laila V. Hick		VP Transformation
John N. Pangborn		VP Transformation Change Agent
Peter T. Petersen		VP Integration Management Office
Sherri L. Schickert		VP Transformation Change Agent
Rick T. Zehner		VP Research & Special Projects

Ross Hamilton		VP Technology Governance
Frederic Jambukeswaran		VP Engineering
Irina Petrakova-Otto		VP Software Engineering
Paul A. Presley		VP CTO Wealth Management and Data Analytics
Sangeetha Rai		VP Technology Customer Success
Andrew Weisenborn		VP Test Engineering
Dave Writz		VP Field Customer Success

Manuel L. Barbero		VP & Chief Architect

Ahmed Azam		VP Platforms & Operations
Chuck Dudley		VP Cloud & Development Operations
Srinvas J. Sarathy		VP Infrastructure & Operations
Matthew Stollenwerk		VP Infrastructure

Erika K. Luckow		VP Strategic Communications
Leslie J. O’Connell		VP Strategic Communications
Jennifer L. Ryan		VP Corporate Communications

Lee Hurley		VP Brand & Activation
James Murphy		VP Creative Director
Deborah Sumner		VP Prospect & Client Marketing

The business addresses for all of the executive officers and other officers is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

Item 28. Persons Controlled By or Under Common Control with the Depositor or Registrant

The subsidiaries of The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), as of February 1, 2019 are shown below. In addition to the subsidiaries shown below, the following separate investment

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accounts (which include the Registrant) may be deemed to be either controlled by, or under common control with, Northwestern Mutual:

NML Variable Annuity Account A

NML Variable Annuity Account B

NML Variable Annuity Account C

Northwestern Mutual Variable Life Account

Northwestern Mutual Variable Life Account II

Northwestern Mutual Series Fund, Inc. (the “Funds”), shown below as a subsidiary of Northwestern Mutual, is an investment company, registered under the Investment Company Act of 1940, offering shares to the separate accounts identified above; and the shares of the Funds held in connection with certain of the accounts are voted by Northwestern Mutual in accordance with voting instructions obtained from the persons who own, or are receiving payments under, variable annuity contracts or variable life insurance policies issued in connection with the separate accounts, or in the same proportions as the shares which are so voted.


NORTHWESTERN MUTUAL CORPORATE STRUCTURE⁽¹⁾ (as of April 1, 2019)
Legal Entity Name	Domestic Jurisdiction		Owner %
Operating Subsidiaries
Mason Street Advisors, LLC⁽²⁾		Delaware		100.00
Northwestern Long Term Care Insurance Company⁽²⁾		Wisconsin		100.00
Northwestern Mutual Investment Management Company, LLC⁽²⁾		Delaware		100.00
Northwestern Mutual Investment Services, LLC⁽²⁾		Wisconsin		100.00
Northwestern Mutual Wealth Management Company⁽²⁾		United States		100.00

All Other Subsidiaries
1838938 Alberta Ltd.⁽²⁾		Canada		100.00
1890 Maple, LLC⁽²⁾		Delaware		100.00
3412 Exchange, LLC⁽²⁾		Delaware		100.00
45East11⁽²⁾		Cayman Islands		100.00
777 North Van Buren Apartments, LLC⁽²⁾		Delaware		100.00
777 North Van Buren Condominium Association, Inc.⁽²⁾		Wisconsin		100.00
777 North Van Buren Parking, LLC⁽²⁾		Delaware		100.00
777 North Van Buren Retail, LLC⁽²⁾		Delaware		100.00
AFE Brentwood Park, LLC⁽²⁾		Delaware		100.00
Amber, LLC⁽²⁾		Delaware		100.00
Artisan Garden Apartments, LLC⁽²⁾		Delaware		100.00
Baraboo, Inc.⁽²⁾		Delaware		100.00
Bayridge, LLC⁽²⁾		Delaware		100.00
BCC Cancer Venture, LP⁽²⁾		Delaware		100.00
Bishop Square, LLC⁽²⁾		Delaware		100.00
Bradford II SPE, LLC⁽²⁾		Delaware		100.00
Bradford, Inc.⁽²⁾		Delaware		100.00
Bradford Master Association Inc.⁽²⁾		North Carolina		100.00
Burgundy, LLC⁽²⁾		Delaware		100.00
Cedarstone, LLC⁽²⁾		Delaware		100.00
Chateau, LLC⁽²⁾		Delaware		100.00
Chelsea Ventures, LLC⁽²⁾		Maryland		100.00
C – Land Fund, LLC⁽²⁾		Delaware		100.00
Coral, Inc.⁽²⁾		Delaware		100.00
Cortona Holdings, LLC⁽²⁾		Delaware		100.00
Cream City Venture Capital, LLC⁽²⁾		Delaware		100.00
Crosland Greens, LLC⁽²⁾		North Carolina		100.00
Dortmund, LLC⁽²⁾		Delaware		100.00

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NORTHWESTERN MUTUAL CORPORATE STRUCTURE⁽¹⁾ (as of April 1, 2019)
Fairfield Potomac Club, LLC⁽²⁾	Delaware	100.00
FB #2, LLC⁽²⁾	Maryland	100.00
GRO, LLC⁽²⁾	Delaware	100.00
GRO-SUB, LLC⁽²⁾	Delaware	100.00
Hamptons PBG, LLC⁽²⁾	Delaware	100.00
Hazel, Inc.⁽²⁾	Delaware	100.00
Higgins, Inc.⁽²⁾	Delaware	100.00
Hobby, Inc.⁽²⁾	Delaware	100.00
Hollenberg 1, Inc.⁽²⁾	Delaware	100.00
Klode, Inc.⁽²⁾	Delaware	100.00
Kristiana International Sales, Inc.⁽²⁾	U.S. Virgin Islands	100.00
Logan, Inc.⁽²⁾	Delaware	100.00
Maroon, Inc.⁽²⁾	Delaware	100.00
Mason & Marshall, Inc.⁽²⁾	Delaware	100.00
Millbrook Apartments Associates L.L.C.⁽²⁾	Virginia	100.00
Model Portfolios, LLC⁽²⁾	Delaware	100.00
MPC Park 27 Industrial, LLC⁽²⁾	Florida	100.00
Network Office Cashiership, LLC⁽²⁾	Delaware	100.00
Nicolet, Inc.⁽²⁾	Delaware	100.00
NM BSA, LLC⁽²⁾	Delaware	100.00
NM Cancer Center GP, LLC⁽²⁾	Delaware	100.00
NM Career Distribution Holdings, LLC⁽²⁾	Delaware	100.00
NM DFW Lewisville, LLC⁽²⁾	Delaware	100.00
NM Gen, LLC⁽²⁾	Delaware	100.00
NM GP Holdings, LLC⁽²⁾	Delaware	100.00
NM Green, LLC⁽²⁾	Delaware	100.00
NM Harrisburg, Inc.⁽²⁾	Pennsylvania	100.00
NM Imperial, LLC⁽²⁾	Delaware	100.00
NM Investment Holdings, LLC.⁽²⁾	Delaware	100.00
NM Lion, LLC⁽²⁾	Delaware	100.00
NM Majestic Holdings, LLC⁽²⁾	Delaware	100.00
NM Neptune, LLC⁽²⁾	Delaware	100.00
NM Pebble Valley LLC⁽²⁾	Delaware	100.00
NM QOZ Fund, LLC⁽²⁾	Delaware	100.00
NM RE Funds, LLC⁽²⁾	Delaware	100.00
NM Regal, LLC⁽²⁾	Delaware	100.00
NM Twin Creeks GP, LLC⁽²⁾	Delaware	100.00
NMC V Equity Fund, LP⁽²⁾	Delaware	100.00
NMC V GP, LLC⁽²⁾	Delaware	100.00
NM-Hemlock, LLC⁽²⁾	Delaware	100.00
NM-Morristown, LLC⁽²⁾	Delaware	100.00
NM-Pulse, LLC⁽²⁾	Delaware	100.00
NM-SAS, LLC⁽²⁾	Delaware	100.00
NM-Skye, LLC⁽²⁾	Delaware	100.00
NM-West Hartford, LLC⁽²⁾	Delaware	100.00
NML Development Corporation⁽²⁾	Delaware	100.00
NML Real Estate Holdings, LLC⁽²⁾	Wisconsin	100.00
NML Securities Holdings, LLC⁽²⁾	Wisconsin	100.00
NMLSP1, LLC⁽²⁾	Delaware	100.00

C-11


NORTHWESTERN MUTUAL CORPORATE STRUCTURE⁽¹⁾ (as of April 1, 2019)
NMRM Holdings, LLC⁽²⁾	Delaware	100.00
North Van Buren, Inc.⁽²⁾	Delaware	100.00
Northwestern Broadway Plaza, LLC⁽²⁾	Delaware	100.00
Northwestern Ellis Company⁽²⁾	Nova Scotia	100.00
Northwestern Mutual Capital GP II, LLC⁽²⁾	Delaware	100.00
Northwestern Mutual Capital GP III, LLC⁽²⁾	Delaware	100.00
Northwestern Mutual Capital GP IV, LLC⁽²⁾	Delaware	100.00
Northwestern Mutual Capital GP V, LLC⁽²⁾	Delaware	100.00
Northwestern Mutual Capital GP, LLC⁽²⁾	Delaware	100.00
Northwestern Mutual Capital Mezzanine Fund II, LP⁽²⁾	Delaware	100.00
Northwestern Mutual Capital Mezzanine Fund III, LP⁽²⁾	Delaware	100.00
Northwestern Mutual Capital Mezzanine Fund IV, LP⁽²⁾	Delaware	100.00
Northwestern Mutual Capital Strategic Equity Fund II, LP⁽²⁾	Delaware	100.00
Northwestern Mutual Capital Strategic Equity Fund III, LP⁽²⁾	Delaware	100.00
Northwestern Mutual Capital Strategic Equity Fund IV, LP⁽²⁾	Delaware	100.00
Northwestern Mutual Life Clubs Associated, Inc.⁽²⁾	Wisconsin	100.00
Northwestern Mutual MU TLD Registry, LLC⁽²⁾	Delaware	100.00
Northwestern Mutual Registry, LLC⁽²⁾	Delaware	100.00
Northwestern Mutual Series Fund, Inc.⁽³⁾	Maryland	100.00
NorthWoods Phase I, LLC⁽²⁾	Delaware	100.00
NorthWoods Phase II, LLC⁽²⁾	Delaware	100.00
NWM ZOM GP, LLC⁽²⁾	Delaware	100.00
NYLV, LLC⁽²⁾	Delaware	100.00
Osprey Links Golf Course, LLC⁽²⁾	Delaware	100.00
Osprey Links, LLC⁽²⁾	Delaware	100.00
Plantation Oaks MHC-NM, LLC⁽²⁾	Delaware	100.00
RE Corp.⁽²⁾	Delaware	100.00
Regency NM Johns Creek, LLC⁽²⁾	Delaware	100.00
Regina International Sales, Inc.⁽²⁾	U.S. Virgin Islands	100.00
Ruhl Financial Group, LLC⁽²⁾	Delaware	100.00
Russet, Inc.⁽²⁾	Delaware	100.00
Scotty, LLC⁽²⁾	Delaware	100.00
Stadium and Arena Management, Inc.⁽²⁾	Delaware	100.00
Tapestry Condominium Owners Association, Inc.⁽²⁾	Tennessee	100.00
Trade Street Associates I, LLC⁽²⁾	Delaware	100.00
Tupelo, Inc.⁽²⁾	Delaware	100.00
Two Con Holdings, LLC⁽²⁾	Delaware	100.00
Two Con SPE, LLC⁽²⁾	Delaware	100.00
Two Con, LLC⁽²⁾	Delaware	100.00
Ventura Lakes MHC-NM, LLC⁽²⁾	Delaware	100.00
Walden OC, LLC⁽²⁾	Delaware	100.00
West Huron Joint Venture⁽²⁾	Washington	100.00
White Oaks, Inc.⁽²⁾	Delaware	100.00

(1)

Certain subsidiaries are omitted on the basis that, considered in the aggregate at year end 2018, they did not constitute a significant subsidiary as defined by Regulation S-X. Certain investment partnerships and limited liability companies that hold real estate assets of The Northwestern Mutual Life Insurance Company are not represented.

C-12

(2)	Subsidiary included in the consolidated financial statements.

(3)

Northwestern Mutual Series Fund, Inc. consists of 27 series of capital stock, each a separate investment portfolio (the “Portfolios”). The Portfolios consist of: Growth Stock Portfolio, Focused Appreciation Portfolio, Large Cap Core Stock Portfolio, Large Cap Blend Portfolio, Index 500 Stock Portfolio, Large Company Value Portfolio, Domestic Equity Portfolio, Equity Income Portfolio, Mid Cap Growth Stock Portfolio, Index 400 Stock Portfolio, Mid Cap Value Portfolio, Small Cap Growth Stock Portfolio, Index 600 Stock Portfolio, Small Cap Value Portfolio, International Growth Portfolio, Research International Core Portfolio, International Equity Portfolio, Emerging Markets Equity Portfolio, Government Money Market Portfolio, Short-Term Bond Portfolio, Select Bond Portfolio, Long-Term U.S. Government Bond Portfolio, Inflation Protection Portfolio, High Yield Bond Portfolio, Multi-Sector Bond Portfolio, Balanced Portfolio, Asset Allocation Portfolio.

Item 29. Indemnification

(a) That portion of the By-laws of the Depositor, Northwestern Mutual, relating to indemnification of Trustees and officers is set forth in full in Article VII of the By-laws of Northwestern Mutual, amended by resolution and previously filed as Exhibit A(6)(b) to the registration statement of Northwestern Mutual Variable Life Account (File No. 333-59103) on July 15, 1998.

(b) Section 10 of the Distribution Agreement dated May 1, 2006 between Northwestern Mutual and Northwestern Mutual Investment Services, LLC (“NMIS”) provides substantially as follows:

B. Indemnification by Company. The Company agrees to indemnify, defend and hold harmless NMIS, its successors and assigns, and their respective officers, directors, and employees (together referred to as “NMIS Related Persons”), from any and all joint or several losses, claims, damages or liabilities (including any reasonable investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NMIS and/or any NMIS Related Persons may become subject, under any law, regulation or NASD rule, at common law or otherwise, that arises out of or are based upon (i) any breach of this Agreement by the Company and (ii) any untrue statement of or omission to state a material fact (except for information supplied by or on behalf of NMIS or for which NMIS is responsible) contained in any Registration Statement, Contract prospectus, SAI or supplement thereto or in any Marketing Material.

This indemnification shall be in addition to any liability that the Company may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision for any loss, claim, damage or liability due to the willful misfeasance, bad faith or gross negligence or reckless disregard of duty by the person seeking indemnification.

C. Indemnification by NMIS. NMIS agrees to indemnify, defend and hold harmless the Company, its successors and assigns, and their respective officers, trustees or directors, and employees (together referred to as “Company Related Persons”), from any and all joint or several losses, claims, damages or liabilities (including any reasonable investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which the Company and/or any Company Related Persons may become subject, under any law, regulation or NASD rule, at common law or otherwise, that arises out of or are based upon (i) any breach of this Agreement by NMIS and (ii) any untrue statement of or omission to state a material fact (except for information supplied by or on behalf of the Company or for which the Company is responsible) contained in any Registration Statement, Contract prospectus, SAI or supplement thereto or in any Marketing Material, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by NMIS to the Company specifically for use in the preparation of the aforesaid material.

This indemnification shall be in addition to any liability that NMIS may otherwise have; provided however, that no person shall be entitled to indemnification pursuant to this provision for any loss, claim, damage or liability due to the willful misfeasance, bad faith or gross negligence or reckless disregard of duty by the person seeking indemnification.

D. Indemnification Generally. Any person seeking indemnification under this section shall promptly notify the indemnifying party in writing after receiving notice of the

C-13

commencement of any action as to which a claim for indemnification will be made; provided, however, that failure to so notify the indemnifying party shall not relieve such party from any liability which it may have to such person otherwise than on account of this section.

The indemnifying party shall be entitled to participate in the defense of the indemnified person but such participation will not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses incurred by such party in defending himself, herself or itself.

Item 30. Principal Underwriters

(a) NMIS is the principal underwriter of the securities of the Registrant. NMIS also acts as the principal underwriter for the NML Variable Annuity Account A (811-21887), the NML Variable Annuity Account B (811-1668), the NML Variable Annuity Account C (811-21886), and the Northwestern Mutual Variable Life Account (811-3989).

(b) As of May 14, 2019, the directors and officers of NMIS are as follows:


Name		Position
Lori M. Brissette		Vice President, Insurance and Annuity Client Services
Bradley L. Eull		Secretary
Stephen J. Frankl		Director, Planning and Sales
Don P. Gehrke		Vice President, Retail Investment Operations, Chief Operations Officer
Timothy J. Gerend		Senior Vice President, Career Distribution
Susan Limbach		Assistant Treasurer
Mark McNulty		NMIS Anti-Money Laundering Officer
Jennifer L. O’Leary		Treasurer and Financial and Operations Principal
Paul A. Presley		Chief Technology Officer
Fawaz Rasheed		Chief Information Security Officer
John C. Roberts		Vice President, Distribution Performance
Sarah R. Schneider		Vice President, New Business
Eva Marie Schoenborn		President and Chief Executive Officer
David W. Simbro		Senior Vice President, Life, Annuity and Product Solutions
Justin Stipan		Senior Director Training and Implementation
Rebecca L. Sujecki		Assistant Treasurer
William H. Taylor		Vice President, Financial Planning and Sales
Alan M. Werth		Third Party Sales Consultant
Becki Williams		Vice President, Advanced Markets
Jeffrey B. Williams		Vice President, NMIS Compliance, Chief Compliance Officer
Terry R. Young		Assistant Secretary

The address for each director and officer of NMIS is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

(c) NMIS, the principal underwriter, received $30,920,249 of commissions and other compensation, directly or indirectly, from Registrant during the last fiscal year.

Item 31. Location of Accounts and Records

All accounts, books or other documents required to be maintained in connection with the Registrant’s operations are maintained in the physical possession of Northwestern Mutual at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

Item 32. Management Services

There are no management-related service contracts, other than those referred to in Part A or Part B of this Registration Statement, under which management-related services are provided to the Registrant and pursuant to which total payments of $5,000 or more were made during any of the last three fiscal years.

Item 33. Fee Representation

To be provided by pre-effective amendment.

C-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Northwestern Mutual Variable Life Account II, has duly caused this Registration Statement to be signed on its behalf, in the City of Milwaukee, and State of Wisconsin, on the 17^th day of September, 2019.

NORTHWESTERN MUTUAL VARIABLE LIFE

ACCOUNT II (Registrant)



		By		THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the Depositor on the 17^th day of September, 2019.


		THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities with the Depositor and on the dates indicated:


Signature				Title

				Chairman, Trustee and
/s/ JOHN E. SCHLIFSKE				Chief Executive Officer;
John E. Schlifske				Principal Executive Officer

/s/ MICHAEL G. CARTER				Executive Vice President and
Michael G. Carter				Chief Financial Officer;
				Principal Financial Officer

/s/ TODD JONES				Vice President and Controller;
Todd Jones				Principal Accounting Officer

C-15


				Trustee
John N. Balboni

/s/ Nicholas E. Brathwaite*				Trustee
Nicholas E. Brathwaite

/s/ David J. Drury*				Trustee
David J. Drury

/s/ P. Russell Hardin*				Trustee
P. Russell Hardin

/s/ Hans Helmerich*				Trustee
Hans Helmerich

				Trustee
Dale E. Jones

/s/ David J. Lubar*				Trustee
David J. Lubar

/s/ Sheila L. Marcelo				Trustee
Sheila L. Marcelo

/s/ Randolph W. Melville*				Trustee
Randolph W. Melville

/s/ Jaime Montemayor*				Trustee
Jaime Montemayor

/s/ Anne M. Paradis*				Trustee
Anne M. Paradis

/s/ John E. Schlifske*				Trustee
John E. Schlifske

/s/ Mary Ellen Stanek*				Trustee
Mary Ellen Stanek

/s/ S. Scott Voynich*				Trustee
S. Scott Voynich

/s/ Ralph A. Weber*				Trustee
Ralph A. Weber

/s/ Benjamin F. Wilson*				Trustee
Benjamin F. Wilson

				Trustee
Juan C. Zurate


*By:				/s/ JOHN E. SCHLIFSKE
				John E. Schlifske, Attorney in fact, pursuant to the Power of Attorney filed herewith.

Each of the signatures is affixed as of September 17, 2019.

C-16

EXHIBIT INDEX

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FOR

VARIABLE UNIVERSAL LIFE PLUS-NY


Exhibit	Description
(d)1	Northwestern Mutual Flexible Premium Variable Adjustable Life Insurance Policy, UU.VULP. (1019) NY	Filed herewith
(j)(g)	Power of Attorney	Filed herewith

C-17

The Northwestern Mutual Life Insurance Company

agrees to pay the benefits provided in this policy (the “Policy”), subject to its terms and conditions.

Signed at Milwaukee, Wisconsin on the Date of Issue.

LOGO

INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ADJUSTABLE

LIFE INSURANCE POLICY

Participating

Life Insurance Benefit payable on death of Insured.

Flexible premiums.

Benefits reflect investment results.

Variable benefits described in Sections 1, 3, 6, 7, and 8.

THE AMOUNT OF THE DEATH BENEFIT, THE DURATION OF THE COVERAGE AND ALL VALUES THAT ARE BASED ON THE SEPARATE ACCOUNT ASSETS WILL INCREASE OR DECREASE WITH INVESTMENT EXPERIENCE. THERE IS NO GUARANTEED MINIMUM DEATH BENEFIT, EXCEPT AS PROVIDED BY THE DEATH BENEFIT GUARANTEE DESCRIBED IN SECTION 3.5 IF ELECTED AT ISSUE. THERE IS NO GUARANTEED MINIMUM POLICY VALUE, EXCEPT AS PROVIDED BY THE PAID-UP OPTION DESCRIBED IN SECTION 10.

Right To Return Policy. Please read this Policy carefully. The Policy may be returned by the Owner for any reason within ten days after it was received. If this Policy is a replacement (as indicated on the application attached to this Policy), the Policy may be returned by the Owner for any reason within sixty days after it was received. The Policy may be returned to the Northwestern Mutual agent who sold it to you or to the Company at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (“Home Office”), 414-271-1444. If returned, the Policy will be considered void from the beginning. The Company will refund the sum of (a) the Contract Fund Value on the date the returned Policy is received at the Home Office plus (b) any Premium Expense Charge, Monthly Policy Charge and service charges deducted under this Policy.

UU.VULP.(1019) NY

This Policy is a legal contract between the Owner and

The Northwestern Mutual Life Insurance Company.

Read your Policy carefully.

TABLE OF CONTENTS

POLICY SCHEDULE PAGES

SECTION 1. THE CONTRACT

Section 1.1 Life Insurance Benefit

Section 1.2 Entire Contract; Changes

Section 1.3 Incontestability

Section 1.4 Suicide

Section 1.5 Policy Date, Date of Issue, and Attained Age

Section 1.6 Misstatement

Section 1.7 Payments by the Company

Section 1.8 Insurability Requirements

Section 1.9 Reports to Owner

Section 1.10 Processing Requirements

Section 1.11 Qualification as a Life Insurance Contract

Section 1.12 Exchange of Policy

Section 1.13 Payments Received

Section 1.14 Tobacco and Nicotine Use Reclassification

SECTION 2. OWNERSHIP

Section 2.1 The Owner

Section 2.2 Transfer of Ownership

Section 2.3 Naming and Changing a Successor Owner

Section 2.4 Collateral Assignment

SECTION 3. DEATH BENEFIT

Section 3.1 Death Benefit

Section 3.2 Death Benefit Options

Section 3.3 Death Benefit Option Changes

Section 3.4 Changes in Specified Amount

Section 3.5 Death Benefit Guarantee

SECTION 4. PREMIUMS, TRANSFERS, AND REINSTATEMENT

Section 4.1 Premium Payment

Section 4.2 Net Premium

Section 4.3 Allocation of Net Premiums and Subsequent Transfers

Section 4.4 Premium Limitations

Section 4.5 Premium Allocation and Transfer Limitations

Section 4.6 Grace Period

Section 4.7 Reinstatement

SECTION 5. DIVIDENDS

Section 5.1 Dividends

Section 5.2 Use of Annual Dividends

Section 5.3 Dividend at Death

SECTION 6. THE SEPARATE ACCOUNT AND VALUATION

Section 6.1 The Separate Account

Section 6.2 The Account Divisions

Section 6.3 Funds and Portfolios

Section 6.4 Valuation Date and Valuation Period


UU.VULP.(1019)		2		NY

SECTION 7. DETERMINATION OF VALUES AND CHARGES

Section 7.1 Policy Value

Section 7.2 Investment Account

Section 7.3 Contract Fund Value

Section 7.4 Monthly Policy Charge

Section 7.5 Service Charge

Section 7.6 Investment Account Results

Section 7.7 Interest Crediting on Policy Debt

Section 7.8 Determination of Charges and Rates

SECTION 8. CASH SURRENDER VALUE AND SURRENDER

Section 8.1 Cash Surrender Value

Section 8.2 Surrender

Section 8.3 Basis of Values

SECTION 9. LOANS AND WITHDRAWALS

Section 9.1 Policy Loans

Section 9.2 Loan Value

Section 9.3 Policy Debt

Section 9.4 Market Loan Rate and Interest Accrual

Section 9.5 Withdrawals

Section 9.6 Effect on Death Benefit Guarantee

SECTION 10. PAID-UP OPTION

Section 10.1 Paid-up Option

Section 10.2 Effective Date and Changes to the Policy

Section 10.3 Values While this Policy is In Force Under the Paid-up Option

Section 10.4 Limitations

SECTION 11. DEFERRAL OF PAYMENTS

SECTION 12. CHANGE OF POLICY

Section 12.1 Change of Plan

Section 12.2 Change of Insured Benefit

SECTION 13. BENEFICIARIES

Section 13.1 Naming and Changing of Beneficiaries of the Life Insurance Benefit

Section 13.2 Beneficiaries of the Life Insurance Benefit

Section 13.3 Trust Named as Beneficiary

SECTION 14. PAYMENT OF POLICY BENEFITS

Section 14.1 Payment of the Life Insurance Benefit

Section 14.2 Surrender Proceeds

ADDITIONAL BENEFITS (if any)

APPLICATION


UU.VULP.(1019)		2A		NY

POLICY SCHEDULE PAGES

Date of Issue – ¹{November 1, 2019}

Plan and Additional Benefits

Northwestern Mutual Flexible Premium Variable Universal Life

Specified Amount: $²{350,000.00}

LOGO

Waiver Benefit: The amount of the Selected Monthly Premium is ${xx,xxx.xx}.

Additional Purchase Benefit: The Maximum Amount for Each New Policy is ${xxx,xxx.xx}.

LOGO

Death Benefit Option: ⁴{Specified Amount (Option A)} (Section 3.2)

⁵{The Death Benefit Guarantee was not elected.}

The Guaranteed Minimum Death Benefit is ⁶{$350,000.00}. (Section 3.1)

Death Benefit Guarantee Period: ⁷{10} years beginning on the Policy Date through ⁷{November 1, 2029}. (Section 3.5)

Definition of Life Insurance Test: ⁸{Guideline Premium/Cash Value Corridor Test} (Section 3.2)

The ⁹{annual} planned premium is $⁹{1,800.00}. Except as provided under the Death Benefit Guarantee (Section 3.5), this Policy may terminate with no value even if the planned premiums are paid due to changes in the non-guaranteed elements, changes to the Policy such as Specified Amount, Death Benefit Option and additional benefits, if any, and Policy transactions such as loans and withdrawals.

Minimum Specified Amount: $¹⁰{100,000}

¹¹{Short term premium charges of ${xx.xx} were deducted from the initial payment for coverage provided from the Date of Issue {month, day, year} to the Policy Date of {month, day, year}.}

Death Benefit Guarantee Monthly Premium is $¹²{95.74}. (Section 3.5)

This Policy ¹³{is} eligible for the Death Benefit Guarantee Premium Suspension. (Section 3.5)

The Minimum Guaranteed Transfer Rate from Tier Two Balance to Tier One Balance is 0.25% per month.


State of Issue	¹⁸{New York}
Direct Beneficiary	¹⁹{Jane J. Doe}, ²⁰{daughter of the Insured}
Owner	²¹{John J. Doe}, ²²{the Insured}
Insured	²³{John J. Doe}	Issue Age and Sex ²⁵{35} ²⁶{Male}
Policy Date	²⁴{November 1, 2019}	Policy Number ²⁷{00 000 000}
Plan	Northwestern Mutual Flexible	Specified Amount $²{350,000.00}
	Premium Variable Universal Life


UU.VULP.(1019).SPEC		3		NY

The minimum premium is $ 25.00. (Section 4.4)

The minimum withdrawal amount is $ 250.00. (Section 9.5)

This Policy must be in force for at least 12 months from the Policy Date before the Owner may change this Policy to the Paid-up Option. (Section 10.1)

This Policy is issued in a ¹⁶{Premier (Non-Tobacco)} rate classification ¹⁷{using the Modified Underwriting process}.

This Policy is participating but it is not expected that any dividends will be payable on this Policy. Dividends are not guaranteed and the Company may change the amount of dividend to be credited to this Policy. If dividends were illustrated, and the Company changes the amount of the dividend, the resulting cash value may be lower than illustrated or more premiums may be required to be paid than were illustrated.


State of Issue	¹⁸{New York}
Direct Beneficiary	¹⁹{Jane J. Doe}, ²⁰{daughter of the Insured}
Owner	²¹{John J. Doe}, ²²{the Insured}
Insured	²³{John J. Doe}	Issue Age and Sex ²⁵{35} ²⁶{Male}
Policy Date	²⁴{November 1, 2019}	Policy Number ²⁷{00 000 000}
Plan	Northwestern Mutual Flexible	Specified Amount $²{350,000.00}
	Premium Variable Universal Life


UU.VULP.(1019).SPEC		3		NY

Policy Number: ²⁷{00 000 000}

SCHEDULE OF MAXIMUM CHARGES

The Maximum Premium Expense Charge is the sum of the following (Section 4.2):


1.	Maximum Sales Load:

	Premium Paid During Policy Year	1-10	11-20	21+
	Up to $²⁸{1,148.88}	²⁸{6.95}%	²⁸{3.95}%	{0.00}%
	In Excess of $²⁸{1,148.88}	²⁸{5.60}%	²⁸{5.60}%	{0.00}%

2.	Maximum Federal Deferred Acquisition Cost Charge ²⁹{3.00}% of premium

3.	Maximum State Franchise Tax Charge ³⁰{5.00}% of premium

Maximum Monthly Policy Charges (Section 7.4):

The maximum Monthly Administrative Charge is $³¹{19.17}

The maximum Monthly Underwriting and Issue Charge is $³²{3.74}. There is no charge after the 10th Policy year.

The maximum Monthly Percent of Contract Fund Value Charge is 0.05% of Contract Fund Value. For purposes of this charge, the Contract Fund Value on any monthly processing date is the Contract Fund Value at the end of the previous day plus interest on the current day.

The maximum Monthly Specified Amount Charge is $³³{19.15}. There is no charge after the 10th Policy year.

The maximum Monthly Policy Debt Expense Charge is 0.167% of the Policy Debt. For purposes of this charge, the Policy Debt on any monthly processing date is the Policy Debt at the end of the previous day plus interest on the current day.

The maximum Monthly Death Benefit Guarantee Charge is $³⁴{7.00}.

³⁵{The maximum Monthly Additional Purchase Benefit Charge is ${x.xx}.}

Maximum Service Charges (Section 7.5):

The maximum withdrawal charge is $ 25.00 per withdrawal.

The maximum transfer charge is $ 25.00 per transfer.

The maximum charge for changes to Specified Amount is $ 25.00 per change for more than one change during any Policy year.

The maximum charge for Death Benefit Option changes is $25.00 per change.

The maximum charge for illustrations is $³⁶{25.00} per illustration for more than one illustration during any Policy year. (Section 1.9).

Maximum Surrender Charge Schedule (Section 8.1):

The maximum surrender charge is $³⁷{574.44} during the first five Policy years. This charge is decreased by $37{9.58} on each monthly processing date during the 6th through 10th Policy years.

There is no surrender charge after the 10th Policy year.


UU.VULP.(1019).SPEC		4		NY

Policy Number: ²⁷{00 000 000}

SCHEDULE OF LIMITS FOR

GOVERNMENT MONEY MARKET DIVISION

(Section 4.5)

There are limits on the timing and amounts that can be allocated as premium payments or transferred to the Government Money Market Division based on if the Death Benefit Guarantee is active (see Section 3.5) (Column A) or is not active (Column B).

Table of Policy Value Percentage Limits


		Column A	Column B

Policy Year		Percentage	Percentage
		25%	50%
1	³⁸	25%	50%
2		25%	50%
3		25%	50%
4		25%	50%
5		35%	50%
6		35%	50%
7		35%	50%
8		35%	50%
9		35%	50%
10+		50%	50%

Premium Allocation and Transfer Limits


		Column A	Column B

Premium Allocation Percentage Limit	³⁹	25%	50%
Transfer Balance Percentage Limit		10%	10%


UU.VULP.(1019).SPEC		4A		NY



³⁹

Policy Number ²⁷{00 000 00}

TABLE OF AMOUNTS FOR DETERMINING

CUMULATIVE DEATH BENEFIT GUARANTEE PREMIUM SUSPENSION

(Section 3.5)


{10/01/2020		68,369.00}
{10/01/2021		70,679.00}
{10/01/2022		73,048.50}
{10/01/2023		75,477.49}
{10/01/2024		77,973.00}
{10/01/2025		80,524.50}
{10/01/2026		83,146.00}
{10/01/2027		85,841.00}
{10/01/2028		88,634.01}

Amounts for monthly processing dates not shown above are calculated on the same basis as those shown above and are available upon request.


UU.VULP.(1019).SPEC		4B		NY

Policy Number: ²⁷{00 000 000}

TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES

(Section 7.4)


	Attained Age	Monthly Rate	Attained Age	Monthly Rate	Attained Age	Monthly Rate
⁴¹	35	0.0001141667	65	0.0008866667	95	0.0205950000
	36	0.0001250000	66	0.0009775000	96	0.0220925000
	37	0.0001350000	67	0.0010733333	97	0.0237016667
	38	0.0001466667	68	0.0011775000	98	0.0254691667
	39	0.0001583333	69	0.0012941667	99	0.0273608333
	40	0.0001716667	70	0.0014300000	100	0.0293408333
	41	0.0001841667	71	0.0015908333	101	0.0312058333
	42	0.0001950000	72	0.0017783333	102	0.0330666667
	43	0.0002000000	73	0.0019950000	103	0.0348883333
	44	0.0002058333	74	0.0022383333	104	0.0366375000
	45	0.0002116667	75	0.0025050000	105	0.0382800000
	46	0.0002175000	76	0.0027925000	106	0.0397858333
	47	0.0002225000	77	0.0031016667	107	0.0419433333
	48	0.0002283333	78	0.0034375000	108	0.0442175000
	49	0.0002341667	79	0.0038141667	109	0.0466158333
	50	0.0002441667	80	0.0042425000	110	0.0491433333
	51	0.0002575000	81	0.0047358333	111	0.0518083333
	52	0.0002733333	82	0.0052775000	112	0.0546183333
	53	0.0002916667	83	0.0059491667	113	0.0575800000
	54	0.0003125000	84	0.0067191667	114	0.0607025000
	55	0.0003375000	85	0.0076058333	115	0.0639950000
	56	0.0003658333	86	0.0086225000	116	0.0674650000
	57	0.0003983333	87	0.0097700000	117	0.0711233333
	58	0.0004350000	88	0.0110483333	118	0.0749808333
	59	0.0004783333	89	0.0124116667	119	0.0790466667
	60	0.0005275000	90	0.0138433333	120	0.0833333333
	61	0.0005850000	91	0.0152958333
	62	0.0006491667	92	0.0167291667
	63	0.0007216667	93	0.0181350000
	64	0.0008016667	94	0.0194425000

⁴²{A flat extra charge of {0.0001666667} is included in the monthly rates for the first {20} years.}

⁴³{The monthly rates reflect that this Policy is issued in a ¹⁶{Premier (Non-Tobacco} rate classification.}

The monthly rates shown above are based on the 2017 Commissioners’ Standard Ordinary ²⁶{Male} Composite Age Nearest Birthday Mortality Table.


UU.VULP.(1019).SPEC		5		NY



⁴⁴

Policy Number ²⁷{00 000 000}

TABLE OF GUARANTEED MAXIMUM MONTHLY RATES FOR WAIVER BENEFIT


⁴⁴	Attained Age		Selected Monthly	Specified Monthly	Attained Age	Selected Monthly	Specified Monthly
			Premium Rate	Charges Rate		Premium Rate	Charges Rate
		35	0.0099	0.0099	53	0.0549	0.0693
		36	0.0105	0.0105	54	0.0621	0.0789
		37	0.0114	0.0114	55	0.0702	0.0927
		38	0.0126	0.0126	56	0.0795	0.1107
		39	0.0138	0.0165	57	0.0900	0.1293
		40	0.0150	0.0180	58	0.0885	0.1329
		41	0.0168	0.0195	59	0.0873	0.1374
		42	0.0183	0.0243	60	0.0327	0.0297
		43	0.0198	0.0243	61	0.0285	0.0270
		44	0.0216	0.0243	62	0.0234	0.0234
		45	0.0234	0.0294	63	0.0171	0.0156
		46	0.0255	0.0312	64	0.0096	0.0084
		47	0.0276	0.0330
		48	0.0309	0.0366
		49	0.0345	0.0432
		50	0.0387	0.0441
		51	0.0435	0.0522
		52	0.0489	0.0603


UU.VULP.(1019).SPEC		5A		NY



⁴⁵

Policy Number: ²⁷{00 000 000}

MINIMUM DEATH BENEFIT PERCENTAGES

FOR GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST

The Minimum Death Benefit Percentages are used to determine the Minimum Death Benefit under the Guideline Premium/Cash Value Corridor Test. (Section 3.2)

Attained

Age

Percentage

Attained

Age

Percentage

Attained

Age

Percentage

⁴⁵

{35

250}

{65

120}

{95 +

100}

{36

250}

{66

119}

{37

250}

{67

118}

{38

250}

{68

117}

{39

250}

{69

116}

{40

250}

{70

115}

{41

243}

{71

113}

{42

236}

{72

111}

{43

229}

{73

109}

{44

222}

{74

107}

{45

215}

{75

105}

{46

209}

{76

105}

{47

203}

{77

105}

{48

197}

{78

105}

{49

191}

{79

105}

{50

185}

{80

105}

{51

178}

{81

105}

{52

171}

{82

105}

{53

164}

{83

105}

{54

157}

{84

105}

{55

150}

{85

105}

{56

146}

{86

105}

{57

142}

{87

105}

{58

138}

{88

105}

{59

134}

{89

105}

{60

130}

{90

105}

{61

128}

{91

104}

{62

126}

{92

103}

{63

124}

{93

102}

{64

122}

{94

101}


UU.VULP.(1019).SPEC		6		NY



⁴⁶

Policy Number ²⁷{00 000 000}

MINIMUM DEATH BENEFIT PERCENTAGES

FOR CASH VALUE ACCUMULATION TEST

The Minimum Death Benefit Percentages are used to determine the Minimum Death Benefit under the Cash Value Accumulation Test. (Section 3.2)


₄₆	Monthly Processing Date	Percentage %	Monthly Processing Date	Percentage %	Monthly Processing Date	Percentage %

	11/1/2019	527.87%	11/1/2042	250.06%	11/1/2065	135.90%
	11/1/2020	510.49%	11/1/2043	242.28%	11/1/2066	133.26%
	11/1/2021	493.82%	11/1/2044	234.83%	11/1/2067	130.76%
	11/1/2022	477.82%	11/1/2045	227.68%	11/1/2068	128.40%
	11/1/2023	462.44%	11/1/2046	220.83%	11/1/2069	126.21%
	11/1/2024	447.66%	11/1/2047	214.29%	11/1/2070	124.16%
	11/1/2025	433.48%	11/1/2048	208.04%	11/1/2071	122.28%
	11/1/2026	419.83%	11/1/2049	202.07%	11/1/2072	120.56%
	11/1/2027	406.65%	11/1/2050	196.36%	11/1/2073	118.99%
	11/1/2028	393.84%	11/1/2051	190.89%	11/1/2074	117.55%
	11/1/2029	381.38%	11/1/2052	185.65%	11/1/2075	116.23%
	11/1/2030	369.28%	11/1/2053	180.62%	11/1/2076	114.98%
	11/1/2031	357.53%	11/1/2054	175.79%	11/1/2077	113.78%
	11/1/2032	346.10%	11/1/2055	171.17%	11/1/2078	112.56%
	11/1/2033	334.98%	11/1/2056	166.77%	11/1/2079	111.26%
	11/1/2034	324.19%	11/1/2057	162.58%	11/1/2080	109.78%
	11/1/2035	313.72%	11/1/2058	158.61%	11/1/2081	108.06%
	11/1/2036	303.60%	11/1/2059	154.85%	11/1/2082	106.00%
	11/1/2037	293.84%	11/1/2060	151.29%	11/1/2083	103.40%
	11/1/2038	284.41%	11/1/2061	147.90%	11/1/2084 and Later	100.00%
	11/1/2039	275.33%	11/1/2062	144.68%
	11/1/2040	266.58%	11/1/2063	141.61%
	11/1/2041	258.15%	11/1/2064	138.69%

Values for monthly processing dates not shown above are calculated on the same basis as those shown above and are available upon request.


UU.VULP.(1019).SPEC		Page 6		NY

Policy Number: ²⁷{00 000 000}

Northwestern Mutual Variable Life Account II

SEPARATE ACCOUNT DIVISIONS

(Section 6)



⁴⁷				Govt Money Market Mid Cap Growth Stock Balanced Large Cap Core Stock Growth Stock High Yield Bond Index 500 Stock International Equity Select Bond Index 400 Stock Small Cap Growth Stock US Strategic Equity US Small Cap Equity International Developed Markets Global Real Estate Securities Strategic Bond Asset Allocation International Growth Small Cap Value Domestic Equity Mid Cap Value Focused Appreciation Equity Income Fidelity VIP Mid Cap Large Company Value Large Cap Blend Neuberger Berman Sustainable Equity Fidelity VIP Contrafund Index 600 Stock Research International Core Emerging Markets Equity Short Term Bond Inflation Protection Long Term U.S. Government Bond Multi Sector Bond LifePoints Moderate LifePoints Balanced LifePoints Growth LifePoints Equity Growth Credit Suisse Commodity Return Strategy

The In Force Date is ⁴⁸{November 1, 2019}. (Section 4.3)

The Initial Allocation Date is ⁴⁹{November 1, 2019}. (Section 4.3)


UU.VULP.(1019).SPEC		7		NY

Policy Number: ²⁷{00 000 000}

TABLE OF FACTORS

FOR PAID-UP OPTION

(Section 10.2 and Section 10.3)


⁵⁰	Monthly Processing Date	Factor	Monthly Processing Date	Factor	Monthly Processing Date	Factor
	11/1/2019	0.57036	11/1/2042	0.73509	11/1/2065	0.90264
	11/1/2020	0.57691	11/1/2043	0.74292	11/1/2066	0.90860
	11/1/2021	0.58349	11/1/2044	0.75075	11/1/2067	0.91440
	11/1/2022	0.59011	11/1/2045	0.75858	11/1/2068	0.91997
	11/1/2023	0.59677	11/1/2046	0.76639	11/1/2069	0.92531
	11/1/2024	0.60346	11/1/2047	0.77418	11/1/2070	0.93037
	11/1/2025	0.61020	11/1/2048	0.78193	11/1/2071	0.93514
	11/1/2026	0.61697	11/1/2049	0.78964	11/1/2072	0.93960
	11/1/2027	0.62379	11/1/2050	0.79732	11/1/2073	0.94375
	11/1/2028	0.63069	11/1/2051	0.80495	11/1/2074	0.94762
	11/1/2029	0.63766	11/1/2052	0.81255	11/1/2075	0.95125
	11/1/2030	0.64472	11/1/2053	0.82011	11/1/2076	0.95472
	11/1/2031	0.65186	11/1/2054	0.82763	11/1/2077	0.95814
	11/1/2032	0.65908	11/1/2055	0.83508	11/1/2078	0.96165
	11/1/2033	0.66640	11/1/2056	0.84245	11/1/2079	0.96544
	11/1/2034	0.67380	11/1/2057	0.84970	11/1/2080	0.96979
	11/1/2035	0.68127	11/1/2058	0.85682	11/1/2081	0.97488
	11/1/2036	0.68881	11/1/2059	0.86378	11/1/2082	0.98111
	11/1/2037	0.69641	11/1/2060	0.87060	11/1/2083	0.98914
	11/1/2038	0.70407	11/1/2061	0.87728	11/1/2084	1.00000
	11/1/2039	0.71177	11/1/2062	0.88382
	11/1/2040	0.71951	11/1/2063	0.89023
	11/1/2041	0.72729	11/1/2064	0.89651

Factors for monthly processing dates not shown above are calculated on the same basis as those shown above and are available upon request.

The monthly rates shown above are based on the 2017 Commissioners’ Standard Ordinary {Male} Composite Age Nearest Birthday Mortality Table and the Paid-up Option Minimum Guaranteed Annual Effective Interest Rate.

The Paid-up Option Minimum Guaranteed Annual Effective Interest Rate referred to in Section 10.3 is 1.25% up to the Policy anniversary nearest the Insured’s 100^th birthday and 0% thereafter.


UU.VULP.(1019).SPEC		8		NY

SECTION 1. THE CONTRACT

1.1 LIFE INSURANCE BENEFIT

The Northwestern Mutual Life Insurance Company (“the Company”) will pay the Life Insurance Benefit on the death of the Insured while this Policy is in force. Subject to the terms and conditions of this Policy, the payment of the Life Insurance Benefit will be:

made after proof of the death of the Insured is received at the Home Office; and

made to the Beneficiaries (Section 13) except as provided in any collateral assignment (Section 2.4).

The amount of the Life Insurance Benefit will be:

the Death Benefit (Section 3.1); less

the amount of any Policy Debt (Section 9.3); less

the amount of any Adjustments to Life Insurance Benefit During Grace Period (Section 4.6).

The Life Insurance Benefit will be determined as of the date of the Insured’s death except as provided in Section 2.1 with respect to when the Owner exercises any rights after the death of the Insured.

In the event of death by suicide, the impact on the Policy will be as described in Section 1.4.

1.2 ENTIRE CONTRACT; CHANGES

This Policy, together with the attached application (including all underwriting questionnaires and any application supplements) and any attached amendments, endorsements, riders, and additional benefits, are the entire contract and constitute the “Policy.” Statements in the application are representations and not warranties.

This Policy may be changed by the Company to maintain compliance with applicable New York and federal law or to assure continued qualification of this Policy as life insurance under federal or New York tax laws or to reflect a change in the operation of the Separate Account if the change is approved by the New York Department of Financial Services. If such change diminishes the rights and/or benefits under this Policy, the change must be agreed to by the Owner.

The Owner may request changes to this Policy (including but not limited to changes to the Specified Amount, adding any available additional benefits or riders, or removing existing benefits or riders, or rate classification reconsideration) subject to availability, conditions, and underwriting requirements set by the Company at the time of the request. Amended Policy Schedule Pages will be sent to the Owner to reflect the Policy changes. Any subsequent application to reinstate or change this Policy will also become part of the contract. A change in the terms of, or a waiver of the Company’s rights under, this Policy is valid only if approved in writing by an officer of the Company. The Company may require that this Policy be sent to it to show a change or a waiver. No agent has the authority to change this Policy or to waive the Company’s rights.

1.3 INCONTESTABILITY

The Company will not contest this Policy after this Policy has been in force, during the lifetime of the Insured, for two years from the Date of Issue (Section 1.5) or for two years from the effective date of a reinstatement (Section 4.7).

If the terms of this Policy are changed and the change was subject to the Company’s insurability requirements (Section 1.8), the Company will not contest the change after the change has been in force, during the lifetime of the Insured, for two years from the effective date of the change.


UU.VULP.(1019)		9		NY

In issuing this Policy or approving any changes in terms, the Company has relied on the application(s). During the contestable period, the Company, on the basis of a material misstatement in the application(s), may deny a claim or take action to rescind this Policy or the change, as applicable.

1.4 SUICIDE

If the Insured dies by suicide within two years from the Date of Issue (Section 1.5), the Life Insurance Benefit will be:

the gross premiums paid; less

the dividends paid, if any; less

the amount of any Policy Debt (Section 9.3) and withdrawals made (Section 9.5).

If the Insured dies by suicide more than two years after the Date of Issue and within two years of the effective date of a Policy change that was subject to the Company’s insurability requirements (Section 1.8), the Life Insurance Benefit will be:

the Life Insurance Benefit (Section 1.1) that would have been payable had the change not been made; plus

any Monthly Policy Charges that are attributable to the change.

1.5 POLICY DATE, DATE OF ISSUE, AND ATTAINED AGE

Policy Date and Date of Issue are shown on the Policy Schedule Pages (page 3). Monthly processing dates and Policy months, years, and anniversaries are computed from the Policy Date. The Incontestability and Suicide periods begin with the Date of Issue. Attained Age is the Issue Age of the Insured shown on the Policy Schedule Pages (page 3), plus the number of complete Policy years that have elapsed since the Policy Date.

1.6 MISSTATEMENT

If the age or sex of the Insured has been misstated, the Policy Value will be recalculated from the Policy Date using the charges described in Section 7.4 and, if applicable, Section 10.3 based on the correct age and sex. If the Insured has died and the recalculation would result in the termination of this Policy before the date of death, then the Death Benefit will be adjusted to the amount that would have been purchased at the correct age or sex based on the most recent Cost of Insurance Charge by adjusting the net amount at risk by the ratio of the incorrect cost of insurance rate to the correct cost of insurance rate. If the Insured is living and the recalculation results in Monthly Policy Charges being due, then the Company will allow for the payment of an amount necessary to keep this Policy in force. The minimum amount that must be paid is the amount needed to cover the Monthly Policy Charges that are due.

1.7 PAYMENTS BY THE COMPANY

All payments by the Company under this Policy are payable at the Home Office in United States dollars.

1.8 INSURABILITY REQUIREMENTS

For changes to Death Benefit Option B or C, a premium payment that would increase the Death Benefit more than it increases the Policy Value, adding a rider or benefit, and a reinstatement, the Insured must meet the Company’s insurability requirements. These requirements include the following:

the Insured is alive;

evidence of insurability must be given that is satisfactory to the Company; and

under the Company’s underwriting standards in effect at the time of request for change, the Insured is in an underwriting classification that is the same as, or better than, the one for this Policy.


UU.VULP.(1019)		10		NY

1.9 REPORTS TO OWNER

At least once each Policy year and at no charge, the Company will send the Owner a report. The report will keep the Owner advised as to the status of this Policy. The report will also provide any other information required under state or federal law. The report will contain at least the following information:

the beginning and end dates of the current report period;

the Policy Value, if any, at the beginning of the current report period and at the end of the current report period;

the amounts that have been credited to or deducted from the Contract Fund Value during the current report period;

the Death Benefit at the end of the current report period;

the Cash Surrender Value, if any, at the end of the current report period;

the Loan Value, if any, at the end of the current report period;

the amount of Policy Debt, if any, at the end of the current report period; and

when applicable, a notice that further premium payments must be made to maintain insurance in force until the end of the next reporting period.

Once a Policy year and at no charge, an illustration of current and future benefits and values will be sent to the Owner on request. Additional illustrations will be provided on request at a charge not to exceed the charge shown on the Policy Schedule Pages (page 4).

1.10 PROCESSING REQUIREMENTS

The Company will process requested transactions, payments, and changes under this Policy only after receipt in the Home Office of all requirements in good order. These requirements include proper completion of forms, valid instructions and authorizations, or evidentiary requirements of the Company reasonably necessary to process the requested transaction.

1.11 QUALIFICATION AS A LIFE INSURANCE CONTRACT

This Policy is intended to qualify as a life insurance contract for federal tax purposes, and the Death Benefit under this Policy is intended to qualify for the federal income tax exclusion as long as the federal tax law provides for such tax qualification. This Policy shall be interpreted to ensure and maintain such tax qualification, despite any other provisions to the contrary.

If, at any time, the Death Benefit is less than the Minimum Death Benefit (Section 3.2), the Death Benefit shall be increased retroactively and prospectively to the minimum extent necessary so that at no time is the Death Benefit less than the amount necessary to ensure or maintain such tax qualification.

If the Definition of Life Insurance Test shown on the Policy Schedule Pages (page 3) is the Guideline Premium/Cash Value Corridor Test, the federal tax law limits the amount of premiums you can pay. If, at any time, the premiums paid under this Policy exceed the maximum premium allowable under the Guideline Premium/Cash Value Corridor Test, the excess amount (with interest as may be required by the federal tax law) shall be removed from this Policy as of the date of its payment, and any appropriate adjustment in the Death Benefit shall be made as of such date. The excess amount (with interest as may be required by the federal tax law) shall be refunded no later than 60 days after the end of the applicable Policy year as determined under federal tax law. If this excess amount is not inadvertently refunded by then, the Death Benefit shall be increased retroactively to the minimum extent necessary so that at no time is the Death Benefit less than the amount necessary to ensure or maintain such tax qualification.


UU.VULP.(1019)		11		NY

The Company may make appropriate adjustments in the Monthly Policy Charges and Policy Value, retroactively and prospectively, consistent with any such Death Benefit increase. Such adjustments may result in a reduction in the Policy Value.

There is a possibility that a life insurance policy may not qualify as life insurance under federal tax law, and thus may lose certain tax benefits, after the Insured attains age 121. The Internal Revenue Service has established safe harbors, however, in which a life insurance policy will continue to qualify as life insurance for tax purposes for the life of the Insured. The Company has designed and will administer the Policy to satisfy these safe harbors. The Owner should consult a knowledgeable tax adviser before continuing the Policy after age 121.

1.12 EXCHANGE OF POLICY

Within 18 months after the Date of Issue shown on the Policy Schedule Pages (page 3), and while this Policy is in force, the Owner may exchange this Policy without evidence of insurability for a fixed benefit life insurance policy. The new policy will have the same Issue Age, Date of Issue and Policy Date as this Policy. The new policy will take effect on the date the written request to exchange this Policy is received at the Home Office. This Policy will terminate when the new policy takes effect.

1.13 PAYMENTS RECEIVED

Payments received at the Home Office that are not designated as premium payments or loan repayments will be applied as loan repayments if a loan is outstanding (Section 9.1).

1.14 TOBACCO AND NICOTINE USE RECLASSIFICATION

If this Policy is issued in a tobacco use rate classification as shown on the Policy Schedule Pages (page 3) and the Insured has ceased use of tobacco and nicotine, this Policy may be eligible for reclassification. Reclassification may be applied for on or after the first Policy anniversary. The reclassification may only be made to a more favorable rate reclassification. The request to reclassify this Policy must be in a form that is acceptable to the Company.

Eligibility for reclassification will be based on the Company’s underwriting rules that are in effect at the time of the request for reclassification and may:

involve a criteria other than tobacco and nicotine use; and

involve a definition of tobacco and nicotine use different from that used at the time this Policy was issued.

If approved, the reclassification will be prospective and will take effect on the monthly processing date on or immediately following the date of the reclassification. The reclassification is contestable during the lifetime of the Insured for two years from the date of the reclassification. The Owner will receive amended Policy Schedule Pages that will reflect any change in premium, charges, or coverage. The Owner should consult a knowledgeable tax advisor before proceeding with the reclassification.

SECTION 2. OWNERSHIP

2.1 THE OWNER

Only the Owner can exercise Policy rights. If this Policy has more than one Owner, Policy rights must be exercised only by authorization of all Owners. Unless otherwise specified by the Owner in the beneficiary designation in effect as filed with the Company, all Policy rights may be exercised without the consent of any Beneficiaries (Section 13). After the death of the Insured, the Owner may no longer exercise any Policy rights; however, if after the death of the Insured but before the Company has notice of the death, the Owner exercises any rights that involve the payment of funds from this Policy (for example, loans), those amounts will be deducted from the Life Insurance Benefit. Any premiums paid after the death of the Insured will be added to the Life Insurance Benefit. The Owner’s ability to exercise ownership rights may be impacted by a collateral assignment (Section 2.4).


UU.VULP.(1019)		12		NY

2.2 TRANSFER OF OWNERSHIP

The Owner may transfer the ownership of this Policy by providing the Company with information about the new owner using a form that is acceptable to the Company. The Company will not be responsible to a subsequent owner for any payment or other action taken by the Company until the above information is received at the Home Office. The transfer will then take effect as of the date the transfer form was signed by all parties unless otherwise specified by the Owner.

Transfer of ownership, in and of itself, will not change the interest of the Beneficiaries (Section 13).

2.3 NAMING AND CHANGING A SUCCESSOR OWNER

If the Owner is not the Insured, the Owner may name or change a successor owner. A successor owner becomes the new owner upon the Owner’s death. Naming or changing a successor owner will be made upon receipt at the Home Office of a written request that is acceptable to the Company, including any required information about the successor owner. The request will then take effect as of the date that it was signed by all parties unless otherwise specified by the Owner.

2.4 COLLATERAL ASSIGNMENT

The Owner may assign this Policy to a lender, business, entity, or individual as collateral security by sending a collateral assignment to the Home Office. The collateral assignment form must be acceptable to the Company but the Company is not responsible for the validity or effect of the collateral assignment. Unless otherwise specified, the assignment will take effect on the date the assignment is signed by the Owner; however, the Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment at the Home Office.

The interests of the Beneficiaries (Section 13) will be subject to any collateral assignment made either before or after the Beneficiaries are named.

A collateral assignment under this Section will be subordinate to any assignment to the Company for loans (Section 9.1) regardless of whether the loan was before or after the effective date of the collateral assignment.

A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Transfer of Ownership (Section 2.2) or Naming and Changing a Successor Owner (Section 2.3).

SECTION 3. DEATH BENEFIT

3.1 DEATH BENEFIT

If the Policy is not in force under the Death Benefit Guarantee (Section 3.5), the Death Benefit before the Policy anniversary nearest the Insured’s 121st birthday is determined by the Death Benefit Option (Section 3.2) in effect at the time of the Insured’s death.

If the Policy is in force under the Death Benefit Guarantee, the Death Benefit before the Policy anniversary nearest the Insured’s 121st birthday is the greater of the Guaranteed Minimum Death Benefit or the Minimum Death Benefit (Section 3.2).

The Death Benefit on and after the Policy anniversary nearest the Insured’s 121st birthday will be equal to the Policy Value. If this Policy has a Death Benefit Guarantee Period of Lifetime and the Death Benefit Guarantee has not previously terminated, then the Death Benefit on and after the Policy anniversary nearest the Insured’s 121st birthday will be equal to the greater of the Policy Value or the Guaranteed Minimum Death Benefit. There are no Cost of Insurance Charges after the Policy anniversary nearest the Insured’s 121st birthday.


UU.VULP.(1019)		13		NY

3.2 DEATH BENEFIT OPTIONS

This Policy provides for three Death Benefit Options. The option in effect is shown on the Policy Schedule Pages (page 3).

Specified Amount (Option A) - The Death Benefit is the greater of:

the Specified Amount; or

the Minimum Death Benefit.

Specified Amount Plus Policy Value (Option B) - The Death Benefit is the greater of:

the Specified Amount plus the Policy Value; or

the Minimum Death Benefit.

Specified Amount Plus Cumulative Premiums Paid Less Cumulative Withdrawals Made (Option C) - The Death Benefit is the greater of:

the Specified Amount plus cumulative premiums paid, less cumulative withdrawals made; or

the Minimum Death Benefit.

Minimum Death Benefit. The Minimum Death Benefit is the amount required by federal tax law to maintain this Policy as life insurance. The test for determining compliance with the federal definition of life insurance is either:

(1)

the Guideline Premium/Cash Value Corridor Test: the Minimum Death Benefit equals the Minimum Death Benefit Percentage (shown on the Policy Schedule Pages (page 6)) at the Insured’s Attained Age, multiplied by the Policy Value; or

(2)

the Cash Value Accumulation Test: the Minimum Death Benefit equals the Minimum Death Benefit Percentage (shown on the Policy Schedule Pages (page 6)) for the most recent monthly processing date, multiplied by the Policy Value.

The test in effect for this Policy was elected at issue, cannot be changed unless this Policy is changed to the Paid-up Option, and is shown on the Policy Schedule Pages (page 3).

Guaranteed Minimum Death Benefit. The Guaranteed Minimum Death Benefit (shown on the Policy Schedule Pages (page 3)) is equal to the Specified Amount at issue. If the Specified Amount changes to an amount less than the Guaranteed Minimum Death Benefit, the Guaranteed Minimum Death Benefit will be reduced to equal the new Specified Amount.

3.3 DEATH BENEFIT OPTION CHANGES

Subject to approval by the Company, the Owner may change the Death Benefit Option upon written request. If the request is received before the close of trading on the New York Stock Exchange (NYSE) on a monthly processing date, it will be effective on that monthly processing date; otherwise it will be effective on the next monthly processing date. The Company reserves the right to charge for a Death Benefit Option change. This charge will be deducted from the Contract Fund Value and will not exceed the amount shown on the Policy Schedule Pages (page 4). A change will not be allowed if the Specified Amount following the change would be less than the minimum Specified Amount the Company would require for issuance of a policy at the time of the change. A Death Benefit Option change may result in changes to or termination of the Death Benefit Guarantee, if applicable.

Changes to Option A. The Death Benefit Option may be changed to Option A at any time. On the effective date of change, the Specified Amount will be changed as follows:

(1)

If the change is from Option B to Option A, the Specified Amount after the change will be equal to the Specified Amount before the change plus the Policy Value on the effective date of the change.

(2)

If the change is from Option C to Option A, the Specified Amount after the change will be equal to the Specified Amount before the change plus the result of (a) less (b) where:

(a)

is the cumulative premiums paid as of the effective date of the change; and

(b)

is the cumulative withdrawals made as of the effective date of the change.


UU.VULP.(1019)		14		NY

Changes to Option B or Option C. The Death Benefit Option may be changed to Option B or Option C at any time before the Policy anniversary nearest the Insured’s 85th birthday. All changes to Option B or Option C will be subject to the Company’s insurability requirements (Section 1.8). On the effective date of change, the Specified Amount will be changed as follows:

(1)

If the change is from Option A to Option B, the Specified Amount after the change will be equal to the Specified Amount before the change less the Policy Value on the effective date of the change.

(2)

If the change is from Option A to Option C, the Specified Amount after the change will be equal to the Specified Amount before the change plus the result of (a) less (b) where:

(a)

is the cumulative withdrawals made as of the effective date of the change; and

(b)

is the cumulative premiums paid as of the effective date of the change.

(3)

If the change is from Option B to Option C, the Specified Amount after the change will be equal to the Specified Amount before the change plus the result of (a) less (b) where:

(a)

is the sum of the Policy Value on the effective date of the change and the cumulative withdrawals made as of the effective date of the change; and

(b)

is the cumulative premiums paid as of the effective date of the change.

(4)

If the change is from Option C to Option B, the Specified Amount after the change will be equal to the Specified Amount before the change plus the result of (a) less (b) where:

(a)

is the cumulative premiums paid as of the effective date of the change; and

(b)

is the sum of the Policy Value on the effective date of the change and the cumulative withdrawals made as of the effective date of the change.

3.4 CHANGES IN SPECIFIED AMOUNT

The Owner may decrease the Specified Amount upon written request, subject to approval by the Company. If the request is received before the close of trading on the NYSE on a monthly processing date, it will be effective on that monthly processing date; otherwise it will be effective on the next monthly processing date. The Company reserves the right to charge for more than one change to the Specified Amount in a Policy year. This charge will be deducted from the Contract Fund Value and will not exceed the amount shown on the Policy Schedule Pages (page 4). A decrease will not be allowed if the Specified Amount following the decrease would be less than the Minimum Specified Amount shown on the Policy Schedule Pages (page 3).

3.5 DEATH BENEFIT GUARANTEE

The Death Benefit Guarantee Period is elected at issue and shown on the Policy Schedule Pages (page 3). The Death Benefit Guarantee is active if it was elected and has not terminated or expired.

Under the Death Benefit Guarantee, this Policy may remain in force even if the Cash Surrender Value is less than the Monthly Policy Charge. This Policy is in force under the Death Benefit Guarantee if all of the following are true:

the Death Benefit Guarantee Premium Test is met or this Policy is in a Death Benefit Guarantee Grace Period (Section 4.6);

the Cash Surrender Value on a monthly processing date is less than the Monthly Policy Charge; and

the Death Benefit Guarantee is active.

Death Benefit Guarantee Premium Test. If the Death Benefit Guarantee is active, the Death Benefit Guarantee Premium Test will be performed on each monthly processing date during the Death Benefit Guarantee Period or until the Policy anniversary nearest the Insured’s 121st birthday, if sooner.

The Death Benefit Guarantee Premium Test is met provided that:

(1)

on the current monthly processing date, (a) is greater than or equal to (b) where:

(a)

is the cumulative premiums paid less the sum of the following:

the cumulative withdrawals; and

the Principal Loan Balance (Section 9.4); and


UU.VULP.(1019)		15		NY

(b)

is the Cumulative Death Benefit Guarantee Premiums for the current monthly processing date. The Cumulative Death Benefit Guarantee Premiums is the sum of the Death Benefit Guarantee Monthly Premium for all prior and current monthly processing dates. The Death Benefit Guarantee Monthly Premium is shown on the Policy Schedule Pages (page 3). However, the Death Benefit Guarantee Monthly Premium will be zero if the Insured’s Attained Age is greater than or equal to 100, or, if applicable, under the Death Benefit Guarantee Premium Suspension; and

(2)

the Death Benefit Guarantee Premium Test has been met on all prior monthly processing dates.

If the Death Benefit Guarantee Premium Test is not met on a monthly processing date, the Death Benefit Guarantee will enter a Death Benefit Guarantee Grace Period as provided in Section 4.6. The Death Benefit Guarantee Premium Test will be deemed to have been met on all prior monthly processing dates, in accordance with (2) above, during a Death Benefit Guarantee Grace Period (Section 4.6) if the required minimum premium is paid prior to the end of the Death Benefit Guarantee Grace Period.

When this Policy is in force under the Death Benefit Guarantee and the Contract Fund Value is zero, Monthly Policy Charges will accumulate as due and unpaid. When a subsequent premium is paid, Monthly Policy Charges accumulated as due and unpaid will be deducted from the Contract Fund Value.

If the Death Benefit Guarantee is not active and the Cash Surrender Value is less than the Monthly Policy Charge, this Policy will enter a Policy Grace Period as provided in Section 4.6 and additional premium will be required to keep this Policy in force.

Death Benefit Guarantee Premium Suspension. This Policy qualifies for the Death Benefit Guarantee Premium Suspension, if on the monthly processing date immediately prior to the next Policy anniversary:

(a)

this Policy is eligible for the Death Benefit Guarantee Premium Suspension, as shown on the Policy Schedule Pages (page 3);

(b)

the Death Benefit Guarantee is active;

(c)

the Contract Fund Value is greater than or equal to the amount shown on the Table of Amounts for Determining Cumulative Death Benefit Guarantee Premium Suspension for that monthly processing date (page 4); and

(d)

this Policy is not in a Death Benefit Guarantee Grace Period.

If this Policy qualifies for Death Benefit Guarantee Premium Suspension, the Death Benefit Guarantee Monthly Premium will be zero starting on the next monthly processing date until the earlier of the following Policy Anniversary or when a Retest Event occurs.

Retest Event. A Retest Event is a withdrawal, a Policy loan, a failure to pay accrued loan interest when due, or an addition or increase of a rider or benefit, or a Death Benefit Option Change. If a Retest Event occurs, then the Death Benefit Guarantee Premium Suspension will continue if immediately following the Retest Event:

the Death Benefit Guarantee Premium Test is met; and

the Contract Fund Value is greater than or equal to the result of (a) multiplied by (b), where:

(a)

is equal to the amount shown on the Table of Amounts for Determining Cumulative Death Benefit Guarantee Premium Suspension for the monthly processing date on or following the Retest Event; and

(b)

is equal to the Guaranteed Minimum Death Benefit immediately after the Retest Event divided by the Guaranteed Minimum Death Benefit immediately before the Retest Event.


UU.VULP.(1019)		16		NY

SECTION 4. PREMIUMS, TRANSFERS, AND REINSTATEMENT

4.1 PREMIUM PAYMENT

All premiums after the first are payable at the Home Office or to an authorized agent. All payments must be made in United States dollars payable through a United States financial institution. Premiums may be paid to the Company at any time and in any amount subject to the limitations described in Sections 4.4 and 10.4.

If a premium payment is made with a check or draft that is returned unpaid due to insufficient funds or for any other reason, or if a premium payment is made by an electronic funds transfer that is later reversed due to lack of funds in the account from which the transfer is made or for any other reason, the Company reserves the right to reverse the transaction. It further reserves the right to recover any resulting losses by withdrawing a sufficient amount from the Investment Account supporting this Policy from any Divisions in which such assets are invested.

If there is Policy Debt (Section 9.3), payments received at the Home Office will be applied to reduce Policy Debt unless designated as premium payments.

4.2 NET PREMIUM

The Net Premium is the amount of each premium paid that is available for allocation to the Divisions of the Separate Account. The amount of the Net Premium will be:

the premium paid; less

the Premium Expense Charge.

The Premium Expense Charge will consist of the amounts shown on the Policy Schedule Pages (page 4).

4.3 ALLOCATION OF NET PREMIUMS AND SUBSEQUENT TRANSFERS

Net Premium payments received on or before the In Force Date are transferred to the Separate Account on the In Force Date, but if the In Force Date is not a Valuation Date then the transfer will occur on the next Valuation Date. Net Premium payments received after the In Force Date but prior to the Initial Allocation Date are transferred to the Separate Account upon receipt in the Home Office if received on a Valuation Date, but if not received on a Valuation Date then the transfer will occur on the next Valuation Date. The In Force Date is shown on the Policy Schedule Pages (page 7).

Prior to the Initial Allocation Date, any Net Premium payments transferred to the Separate Account will be transferred to the Government Money Market Division. On and after the Initial Allocation Date, Net Premium payments are allocated to the Divisions of the Separate Account based on the Owner’s instructions then in effect subject to the limitations as described in Section 4.5. The Initial Allocation Date is shown on the Policy Schedule Pages (page 7).

Initial allocation instructions will remain in effect for subsequent Net Premium payments until the Company receives a request for change by the Owner that is in accordance with the Company’s then current requirements.

See Section 6.4 for the effective date of financial transactions, such as premium payments and transfers.

Subsequent Transfers. Subject to limitations on Short Term and Excessive Trading described below, the Owner may transfer the accumulated amounts invested in one Division to another. The Company reserves the right to charge for transfers and to impose a minimum and/or maximum size on transfer amounts. This charge will be deducted from the Contract Fund Value and will not exceed the amount shown on the Policy Schedule Pages (page 4). This charge will be deducted proportionately from the Divisions after the transfer. In addition, certain of the underlying mutual funds in which the Divisions invest may impose redemption fees which are described in the mutual fund prospectuses. Any mutual fund redemption fees that are charged are paid to and retained by the mutual fund, not the Company or the Separate Account.


UU.VULP.(1019)		17		NY

There may be a delay in completing a transfer if the transfer involves a purchase of a Portfolio that requires the receipt of federal funds before accepting a purchase order, or a redemption of a Portfolio that delays making proceeds available.

Written and Electronic Instructions. Generally, premium payment allocation and transfer instructions must be provided by the Owner to the Company in writing. Additionally, if pre-authorized by the Owner, such instructions may be provided by telephone, electronic mail, or the internet (“electronic instructions”) in accordance with the Company’s then current telephone or internet procedures. However, the Company is not required to accept electronic instructions. The Company also will not be responsible for losses resulting from transactions based on unauthorized electronic instructions, provided the Company follows procedures reasonably designed to verify the authenticity of electronic instructions. The Company reserves the right to limit, modify, suspend, or terminate the ability to make transfers via electronic instructions.

Short Term and Excessive Trading. Short term and excessive trading by a policyowner may have a detrimental effect on the Divisions, the share prices of the corresponding Portfolios, and the rights of other policyowners. Therefore, to deter short term and excessive trading, the Company reserves the right to limit the amount and frequency of transfers to and from the Divisions and to refuse to process transfers. Such restrictions may also be applied in any other manner reasonably designed to prevent any use of the transfer right which is considered by the Company to be to the disadvantage of other policyowners.

4.4 PREMIUM LIMITATIONS

Premiums may be paid to the Company at any time before the Policy anniversary that is nearest the Insured’s 121st birthday, subject to the limitations in this Policy. After the Policy anniversary nearest the Insured’s 121st birthday, premiums may be paid to the Company to avoid the Policy terminating under Section 4.6. The minimum premium the Company will accept is shown on the Policy Schedule Pages (page 3).

The Company will not accept any premium that causes this Policy not to qualify as a life insurance policy under federal tax law. Further, the Company reserves the right to make distributions from this Policy as necessary to continue to qualify this Policy as life insurance under federal tax law. If mandated under applicable law, the Company may reject a premium payment.

A premium payment that would increase the Policy’s Death Benefit more than it increases the Policy Value will be accepted only if:

the insurance in force, as increased, will be within the Company’s issue limits;

the Company’s insurability requirements (Section 1.8) are met; and

the premium payment is received prior to the Policy anniversary nearest the Insured’s 85th birthday.

4.5 PREMIUM ALLOCATION AND TRANSFER LIMITATIONS

Limitations When the Death Benefit Guarantee is Active. There are limits on the timing and amounts that can be allocated as premium payments or transferred by the Owner to the Government Money Market Division when the Death Benefit Guarantee is active as follows:

Aggregate Limit. No amounts can be allocated or transferred if it would cause the Government Money Market Division to exceed the result of (a) multiplied by (b) where:

(a)

is the Policy Value; and

(b)

is the Policy Value Percentage Limit for the current Policy year shown in Column A on the Policy Schedule Pages (page 4).

Any allocated Net Premium that would exceed this limit would be reallocated to the Investment Account in proportion to the Owner’s instructions for allocations among the Divisions of the Separate Account other than the Government Money Market Division.

Premium Allocation Limitations. The sum of the percentages of Net Premiums allocated to the Government Money Market Division cannot exceed the Premium Allocation Percentage Limit shown in Column A on the Policy Schedule Pages (page 4).

Transfer Limitations. The sum of amounts transferred in a Policy year to the Government Money Market Division cannot exceed the result of (a) multiplied by (b) where:

(a)

is the Investment Account balance on the most recent Policy anniversary; and

(b)

is the Transfer Balance Percentage Limit shown in Column A on the Policy Schedule Pages (page 4).


UU.VULP.(1019)		18		NY

4.6 GRACE PERIOD

Death Benefit Guarantee Grace Period. If on a monthly processing date the Death Benefit Guarantee Premium Test (Section 3.5) is performed and not met, a Death Benefit Guarantee Grace Period will be provided. In order to keep the Death Benefit Guarantee, a required minimum premium must be paid by the end of the Death Benefit Guarantee Grace Period. The required minimum premium will be the amount needed to meet the Death Benefit Guarantee Premium Test at the end of the Death Benefit Guarantee Grace Period (Section 3.5).

The Death Benefit Guarantee Grace Period will begin on the date the Company sends written notice of the amount that must be paid. The Death Benefit Guarantee Grace Period will end 61 days after the notice is sent. The notice will be sent to the Owner and to any assignee of record under Section 2.4 and will state the date the Death Benefit Guarantee Grace Period ends and the required minimum premium to keep the Death Benefit Guarantee.

The Death Benefit Guarantee will continue during the Death Benefit Guarantee Grace Period. If the required minimum premium is not paid by the end of the Death Benefit Guarantee Grace Period, the Death Benefit Guarantee will terminate and may not be reinstated at a later time.

Notwithstanding the above, if the Death Benefit Guarantee Period will expire prior to the end of the 61 days, a Death Benefit Guarantee Grace Period will not be provided and the Death Benefit Guarantee will terminate at the end of the Death Benefit Guarantee Period.

Policy Grace Period. This Policy will enter a Policy Grace Period if the Cash Surrender Value on a monthly processing date is less than the current Monthly Policy Charge and if this Policy is not in force under the Death Benefit Guarantee.

Notice of Insufficiency and Required Premium. The Policy Grace Period will begin on the date the Company sends written notice of the insufficiency. The Policy Grace Period will end 61 days after the notice is sent. The notice will be sent to the last known address of the Owner and to any assignee of record under Section 2.4 and will state the date the Policy Grace Period ends and the additional premium that must be paid by the end of the Policy Grace Period to keep this Policy in force. The additional premium is all Monthly Policy Charges that will become due before the end of the Policy Grace Period, plus sufficient premium to cover Monthly Policy Charges for three months. Upon receipt of payment, the Company will add the premium, less Premium Expense Charges and any Monthly Policy Charges due and unpaid, according to the allocation of Net Premiums (Section 4.3) currently in effect. This Policy will remain in force during the Policy Grace Period. If the additional premium is not paid by the end of the Policy Grace Period, this Policy will terminate with no value.

Adjustments to Life Insurance Benefit During Grace Period. If the Insured dies during the Death Benefit Guarantee Grace Period and this Policy is in force under the Death Benefit Guarantee, the premium required to meet the Death Benefit Guarantee Premium Test as of the last monthly processing date preceding or on the date of death will be deducted.

If the Insured dies during the Policy Grace Period, any Monthly Policy Charges due and unpaid through the last day of the month of the Insured’s death will be deducted.

4.7 REINSTATEMENT

If this Policy has terminated under Section 4.6, this Policy may be reinstated not more than three years after the date this Policy terminated, subject to approval by the Company. This Policy may not be reinstated if it is surrendered for its Cash Surrender Value.

To reinstate this Policy, the Company’s insurability requirements (Section 1.8) must be met and a premium must be paid that is equal to the amount that will pay for all Monthly Policy Charges that were due and unpaid before the end of the Policy Grace Period, plus sufficient premium to cover Monthly Policy Charges for three months. On the date this Policy is reinstated, the Policy Value will be equal to the premium paid less the sum of:

the Premium Expense Charge; and

all Monthly Policy Charges that were due and unpaid before the end of the Policy Grace Period and the Monthly Policy Charge on the effective date of reinstatement.


UU.VULP.(1019)		19		NY

Any Policy Debt (Section 9.3) will continue with interest at the applicable loan interest rate (Section 9.4) and must be repaid or reinstated on the reinstatement date.

If the Company approves the application for reinstatement, the effective date of the reinstated Policy will be determined as follows:

if the application is received before the close of trading on the NYSE on a monthly processing date, it will be effective on that monthly processing date; otherwise

it will be effective on the next monthly processing date.

On the later of the effective date of reinstatement or the date the Company approves the application for reinstatement, the Company will allocate the Policy Value, less any Policy Debt, according to the allocation of Net Premiums then in effect, but if such date is not a Valuation Date then this amount will be allocated as of the next Valuation Date.

SECTION 5. DIVIDENDS

5.1 DIVIDENDS

This Policy is eligible to share in the divisible surplus, if any, of the Company. This divisible surplus is determined each year. This Policy’s share, if any, will be credited as an annual dividend on the Policy anniversary. The annual dividend, if any, will be affected by any Policy Debt (Section 9.3) during the Policy year.

Decisions concerning the amount and appropriate allocation of divisible surplus are within the sole discretion of the Company’s Board of Trustees. There is no guaranteed method or formula for the determination or allocation of divisible surplus which is determined annually. The Company’s approach is subject to change. There is no guarantee of a divisible surplus. Even if there is a divisible surplus, the payment of a dividend on this Policy is not guaranteed.

It is not expected that any dividends will be payable on this Policy.

5.2 USE OF ANNUAL DIVIDENDS

Annual dividends, if any, may be paid in cash, used to purchase fixed paid-up additions, used to increase the Contract Fund Value, or applied as a premium payment. If no direction is given for the use of dividends, they will be used to purchase fixed paid-up additions. Dividends used to increase the Contract Fund Value will be allocated according to the allocation of Net Premiums currently in effect.

The amount of fixed paid-up additions purchased by each dividend applied will be that which the dividend will purchase when applied as a net single premium at the interest rate guaranteed in this Policy (the Paid-up Option Minimum Guaranteed Annual Effective Interest Rate shown on the Policy Schedule Pages (page 8)) and at the guaranteed maximum cost of insurance rates (shown on the Policy Schedule Pages (page 5)) which are based on the 2017 Commissioners’ Standard Ordinary Mortality Table. The Life Insurance Benefit (Section 1.1) will increase by the amount of fixed paid-up additions. The guaranteed cash value of the fixed paid-up additions will be the present value using the same interest rate and mortality table, but not less than the dividends applied to purchase the additions. If this Policy is surrendered, the guaranteed cash value of any fixed paid-up additions will be added to the surrender proceeds. Determination of the Policy Value (Section 7.1) is not impacted by any fixed paid-up additions.

5.3 DIVIDEND AT DEATH

If a dividend is payable under Section 5.1, a dividend for the period from the beginning of the Policy year to the date of the Insured’s death will be payable as part of the Life Insurance Benefit.


UU.VULP.(1019)		20		NY

SECTION 6. THE SEPARATE ACCOUNT AND VALUATION

6.1 THE SEPARATE ACCOUNT

The Separate Account is the separate account designated on the Policy Schedule Pages (page 7). It is registered with the Securities and Exchange Commission (“SEC”) as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”). Unless required by law, the investment policy of the Separate Account may not be changed without the Company’s consent and subject to any required regulatory approval.

The Company is the legal owner of the assets held in the Separate Account, but the Separate Account is legally segregated, meaning that its assets are kept separate from assets held in the Company’s general account and other separate accounts that it may have. Assets will be allocated to the Separate Account to support the operation of this Policy (except when this Policy is in force under the Paid-up Option under Section 10) and other flexible and scheduled premium variable life insurance policies. Assets may also be allocated for other purposes, but not to support the operation of any contracts or policies other than variable life insurance. Income and realized and unrealized gains and losses from assets in the Separate Account are credited to or charged against it without regard to other income, gains or losses of the Company. The portion of these assets that equals the reserves and other liabilities of the policies supported by the Separate Account will not be charged with liabilities arising out of any other business the Company may conduct. The Company reserves the right to transfer assets of the Separate Account in excess of these reserves and liabilities to its general account. The Company also reserves the right to transfer assets of the Separate Account that it determines to be associated with the class of policies to which this Policy belongs to another separate account. If this type of transfer is made, the term “Separate Account” as used in this Policy will mean the separate account to which the assets are transferred.

When permitted by law and subject to any approvals that may be required by regulatory authorities, the

Company reserves the right to:

operate the Separate Account or a Division as either a unit investment trust or a management company under the 1940 Act, or in any other form allowed by law, if deemed by the Company to be in the best interest of its policyowners;

create new separate accounts;

combine the Separate Account with any other separate account;

transfer the assets and liabilities of the Separate Account to another separate account;

add, delete or make substitutions for the securities and other assets that are held or purchased by the Separate Account;

terminate and/or liquidate the Separate Account;

restrict or eliminate any voting rights of policyowners or other persons who have voting rights as to the Separate Account; and

6.2 THE ACCOUNT DIVISIONS

The Separate Account is divided into Divisions. Assets of each Division are invested in shares of a corresponding Fund Portfolio that the Company makes available under the Policy. Shares are purchased for the Separate Account at the net asset value of the applicable Fund Portfolio. The Divisions available on the Policy Date are listed on the Policy Schedule Pages (page 7). The Company may add new Divisions to the Separate Account. When permitted by law and subject to any required regulatory approvals, the Company reserves the right to make such Divisions available to any class or series of insurance policies as it deems appropriate, to eliminate or combine any Divisions, and to transfer the assets of any Division to any other Division.


UU.VULP.(1019)		21		NY

6.3 FUNDS AND PORTFOLIOS

Assets of the Separate Account allocated to a Division are invested in shares of a corresponding Portfolio of a Fund. Each Fund is registered under the 1940 Act as an open-end, management investment company or a unit investment trust or is not required to be registered under the Act. The Company may make new Portfolios or Funds available for investment of Separate Account assets. When permitted by law and subject to any required regulatory approvals, the Company reserves the right to eliminate a Portfolio and/or to substitute another Portfolio or an existing Portfolio if the shares of the existing Portfolio are no longer available for investment or, in its judgment, further investment in the Portfolio is no longer appropriate. A Portfolio may no longer be appropriate due to a change in law, a change in the Portfolio’s investment, administrative or other policies, or for some other reason. In the event of a substitution or change, the Company may make appropriate endorsement of this and other policies having an interest in the Separate Account and take other actions as may be necessary to effect the substitution or change.

The Owner may exchange this Policy for a fixed benefit life insurance policy if a Fund changes its investment advisor or if a Portfolio has a material change in its investment policies that was approved by its shareholders. The Company will notify the Owner if there is any such change. The Owner may exchange this Policy within 60 days after the notice or the effective date of the change, whichever is later.

The Company reserves the right to provide to a Fund information about Owners and their trading activities involving the Fund’s Portfolios that the Company deems necessary (1) to deter fraud or violations of operating rules of the Company or the Fund, (2) to comply with applicable state or federal law, or (3) to comply with a valid request by a Fund.

6.4 VALUATION DATE AND VALUATION PERIOD

A Valuation Date is any day the NYSE is open for trading, except for any days specified in the Policy’s prospectus and any day that a Division’s corresponding Portfolio does not value its shares. A Valuation Date ends when the NYSE closes. A Valuation Period is the time between the close of business on a Valuation Date and the close of business on the next Valuation Date.

Financial transactions, which include transactions that allocate, transfer, add, or deduct amounts, to or from a Division, are valued at the end of a Valuation Date. A financial transaction will be effective as of the Valuation Date on which the transaction request is received in good order at the Home Office. If the transaction is received after the end of a Valuation Date, or on any day other than a Valuation Date, the transaction will be effective as of the next Valuation Date. If the transaction is not in good order when the Company receives it, the transaction will be effective as of the Valuation Date on which it first becomes in good order.


UU.VULP.(1019)		22		NY

SECTION 7. DETERMINATION OF VALUES AND CHARGES

7.1 POLICY VALUE

The Policy Value is equal to the Contract Fund Value plus Policy Debt.

7.2 INVESTMENT ACCOUNT

The Investment Account is the portion of the Contract Fund Value in the Divisions.

7.3 CONTRACT FUND VALUE

The Contract Fund Value is the sum of the Investment Account and any fixed account option that may be added by amendment by the Company, if the amendment is approved by the New York Department of Financial Services. At no time does the Contract Fund Value include Policy Debt. On the Policy Date the Contract Fund Value is equal to the Net Premium less the Monthly Policy Charge. On any day after the Policy Date, the Contract Fund Value is equal to what it was on the previous Valuation Date plus any of these items applicable for the current Valuation Date:

any increase due to investment results (as described in Section 7.6) for the portion of the Investment Account invested in Divisions with a positive rate of return for the current Valuation Period;

any Net Premium;

any loan repayment and accrued loan interest payment; and

any dividend directed to increase the Contract Fund Value;

less any of these items applicable for the current Valuation Date:

any decrease due to investment results (Section 7.6) for the portion of the Investment Account invested in Divisions with a negative rate of return for the current Valuation Period;

the Monthly Policy Charge (Section 7.4);

Policy loans (Section 9.1);

withdrawals (Section 9.5); and

service charges (Section 7.5).

The Monthly Policy Charge, Policy loans, withdrawals, and service charges will be deducted from the Contract Fund Value. The Monthly Policy Charge and service charges will be deducted proportionately from the Divisions. Policy loans and withdrawals will be deducted as described in Sections 9.1 and 9.5.

7.4 MONTHLY POLICY CHARGE

The Monthly Policy Charge is deducted from the Contract Fund Value on each monthly processing date, but if a monthly processing date is not a Valuation Date then the deduction will occur on the next Valuation Date. The Monthly Policy Charge is equal to the sum of the following:

the Monthly Administrative Charge;

the Monthly Underwriting and Issue Charge;

the Monthly Percent of Contract Fund Value Charge;

the Monthly Specified Amount Charge;

the Monthly Policy Debt Expense Charge, if any;

the Monthly Death Benefit Guarantee Charge;

the monthly charges for additional benefits, if any; and

the Monthly Cost of Insurance Charge. The Monthly Cost of Insurance Charge is the cost of insurance rate for the Insured’s Attained Age times the net amount at risk. The net amount at risk is (a) less (b) where:

(a)

is the Death Benefit on the monthly processing date (after deduction of all items in the Monthly Policy Charge for the month excluding the Monthly Cost of Insurance Charge) divided by 1.0016515; and


UU.VULP.(1019)		23		NY

(b)

is the Policy Value on the monthly processing date (after deduction of all items in the Monthly Policy Charge for the month excluding the Monthly Cost of Insurance Charge).

For purposes of (a) above, Death Benefit is defined as the Death Benefit calculated per Section 3.1 on the monthly processing date, where Policy Value is defined as it is in (b) above. For purposes of calculating the Monthly Cost of Insurance Charge, Policy Value will not be less than zero.

The maximum amounts or rates applicable for each charge are shown on the Policy Schedule Pages (pages 4 and 5) of this Policy.

There is no Monthly Policy Charge on or after the anniversary nearest the Insured’s 121st birthday.

7.5 SERVICE CHARGE

A service charge, not to exceed the amounts shown on the Policy Schedule Pages (page 4), may result from the following:

a withdrawal;

a transfer;

a change in Specified Amount;

a change in the Death Benefit Option; or

a requested illustration.

At the time the transaction is processed, any applicable service charge is deducted from the Contract Fund Value.

7.6 INVESTMENT ACCOUNT RESULTS

Investment results are reflected in the Investment Account each Valuation Period. The investment results for each Division of the Investment Account equal the Division’s share of the Investment Account at the end of the previous Valuation Period times the rate of return for that Division for the current Valuation Period.

The rate of return of a Division for a Valuation Period is obtained by taking the result of (a) less (b) and dividing by (b) where:

(a)

is the sum of:

the value of a share of the corresponding Portfolio of the Fund at the close of the current Valuation Period; plus

the per share amount of any investment income and capital gains distributed by the Fund for the current Valuation Period; and

(b)

is the value of the share at the close of business for the immediately preceding Valuation Period.

The rate of return and corresponding investment results may be positive or negative. If the rate of return is positive, there will be an increase in values for the Division; if it is negative, there will be a decrease in values for the Division.

7.7 INTEREST CREDITING ON POLICY DEBT

The Policy Debt portion of the Policy Value earns interest at the same annual effective interest rate at which loan interest accrues as provided in Section 9.4.


UU.VULP.(1019)		24		NY

7.8 DETERMINATION OF CHARGES AND RATES

Subject to the guarantees set forth on the Policy Schedule Pages (pages 3, 4, 5, and 8), the Company may determine, in its discretion, the amount of each charge and rate. A change in any of the charges or rates, including, but not limited to, those listed below, will be determined by the Company in its discretion:

the declared annual effective interest rates applied to the Paid-up Option;

the Premium Expense Charge;

the Monthly Policy Charge and its component parts; and

service charges.

SECTION 8. CASH SURRENDER VALUE AND SURRENDER

8.1 CASH SURRENDER VALUE

The Cash Surrender Value of this Policy is equal to the Policy Value less the sum of any Policy Debt and the surrender charge. The surrender charge will not exceed the maximum shown on the Policy Schedule Pages (page 4).

8.2 SURRENDER

The Owner may surrender this Policy for its Cash Surrender Value. A written surrender form, acceptable to the Company, will be required. The date of surrender will be the date of receipt at the Home Office of an acceptable written surrender form. This Policy will terminate, and the Cash Surrender Value will be determined, as of the Valuation Date of receipt at the Home Office of the surrender request, but if the request is not received on a Valuation Date then the Cash Surrender Value will be determined on the next Valuation Date. The Company may require that this Policy be sent to it.

Surrender proceeds will be paid in cash or under an income plan that is elected by the Owner (Section 14.2).

The Company may defer paying the surrender proceeds as described in Section 11.

8.3 BASIS OF VALUES

A detailed statement of the method of calculation of all values has been filed with the insurance supervisory official of the state of New York. All values are at least as great as those required by any statute of the state in which this Policy is delivered.

SECTION 9. LOANS AND WITHDRAWALS

9.1 POLICY LOANS

The Owner may obtain loans from the Company, secured by this Policy, up to the amount of the Loan Value (Section 9.2). When any loan is made, this Policy is assigned to the Company as sole security for the loan.

On the Valuation Date on which a Policy loan is made, the Contract Fund Value will be reduced by the amount of the loan, but if the date a loan is made is not a Valuation Date then the reduction will occur on the next Valuation Date. The reduction will be deducted proportionately from the Divisions. On the Valuation Date on which a loan repayment is made, or the date accrued interest is paid, the Contract Fund Value will be increased by the amount of the payment, but if the date of payment is not a Valuation Date then the increase will occur on the next Valuation Date.

Any loan repayment or accrued loan interest payment will be applied according to the allocation of Net Premiums currently in effect.


UU.VULP.(1019)		25		NY

9.2 LOAN VALUE

The Loan Value is equal to (a) less (b) less (c) where:

(a)

is 90% of the Policy Value on the date of the loan;

(b)

is 90% of the surrender charge that would be applicable on the date of the loan; and

(c)

is existing Policy Debt.

9.3 POLICY DEBT

Policy Debt consists of loan principal and accrued loan interest. It may be paid to the Company at any time. Policy Debt will affect any annual dividends that may be paid under Section 5.1 so that the amount of annual dividends may be higher or lower than it otherwise may have been if there was no Policy Debt. Any Policy Debt reduces the Life Insurance Benefit and the Cash Surrender Value.

Policy Debt reduces the Cash Surrender Value and may cause this Policy to terminate with no value subject to the conditions of the Grace Period (Section 4.6) and the Death Benefit Guarantee (Section 3.5).

9.4 MARKET LOAN RATE AND INTEREST ACCRUAL

Loan interest accrues daily. On each Policy anniversary, any unpaid loan interest will be added to the Principal Loan Balance, which consists of outstanding loans and interest added to principal, and will also incur interest as described in this Section.

The annual loan interest rate is set by the Company every January 1st. The maximum rate shall not exceed the greater of:

the Paid-up Option Minimum Guaranteed Annual Effective Interest Rate, shown on the Policy Schedule Pages (page 8), plus one percent; or

the Moody’s Corporate Bond Yield Averages-Monthly Average Corporates rate for the immediately preceding October.

This Average is published by Moody’s Investor’s Service, Inc. If it is no longer published, the highest loan interest rate will be based on some other similar average established by the insurance supervisory official of the state in which this Policy is issued for delivery.

The Company may change the loan interest rate applied to Policy Debt (including existing Policy Debt) every January 1st. The loan interest rate may be increased if the maximum rate of interest as determined above is 0.5% or more above the then-current loan interest rate. The loan interest rate will be reduced if the maximum rate of interest as determined above is 0.5% or more below the then-current loan interest rate.

The Company will give notice:

of the initial loan interest rate in effect at the time a Policy loan is made (Section 9.1); and

of a change in loan interest rate no later than 30 days before the January 1st on which the increase takes effect.

This Policy will not terminate during a Policy year as the sole result of an increase in the loan interest rate during that Policy year.


UU.VULP.(1019)		26		NY

9.5 WITHDRAWALS

The Owner may make a withdrawal from the Policy Value. Withdrawals after the Insured’s 121st birthday are permitted. The Company reserves the right to charge for withdrawals. This charge will be deducted from the Contract Fund Value and will not exceed the maximum charge for a withdrawal shown on the Policy Schedule Pages (page 4). However, the Owner may not:

withdraw an amount which would reduce the Cash Surrender Value to less than three times the most recent Monthly Policy Charge;

withdraw less than the minimum withdrawal amount shown on the Policy Schedule Pages (page 3);

make more than four withdrawals in a Policy year; or

for a Policy with Death Benefit Option A, withdraw an amount which would reduce the Specified Amount to less than the minimum Specified Amount that the Company would require for issuance of a policy at the time of withdrawal, unless this Policy is in force under the Paid-up Option (Section 10).

On the Valuation Date on which a withdrawal from the Policy Value is made, the Contract Fund Value will be reduced by the amount of the withdrawal, but if the date of a withdrawal is not a Valuation Date then the reduction will occur on the next Valuation Date. The reduction will be deducted proportionately from the Divisions.

If the Death Benefit Option in effect at the time of withdrawal is Option A, the Specified Amount will be reduced. The amount of the reduction, unless this Policy is in force under the Paid-up Option (Section 10), is the withdrawal amount less the excess, if any, of (a) over (b) where:

(a)

equals the Policy Value immediately before the withdrawal; and

(b)

equals the Specified Amount divided by the Minimum Death Benefit Percentage, shown on the Policy Schedule Pages (page 6), applicable at the time of the withdrawal.

The reduction is not to be less than zero.

9.6 EFFECT ON DEATH BENEFIT GUARANTEE

If the Death Benefit Guarantee is active, a request for a loan or withdrawal in an amount that would result in a failure to meet the Death Benefit Guarantee Premium Test upon the loan or withdrawal will not be processed without consent from the Owner to terminate the Death Benefit Guarantee as of the date the loan or withdrawal is made. If the Owner consents, no Death Benefit Guarantee Grace Period will be provided.


UU.VULP.(1019)		27		NY

SECTION 10. PAID-UP OPTION

10.1 PAID-UP OPTION

The Owner may change this Policy to the Paid-up Option upon written request to the Company provided the Policy has been in force for a minimum period of time as shown on the Policy Schedule Pages (page 3).

The change to the Paid-up Option is irrevocable.

10.2 EFFECTIVE DATE AND CHANGES TO THE POLICY

The change to the Paid-up Option will be effective on the monthly processing date on which the request is received at the Home Office, but if the request is not received on a monthly processing date then it will be effective on the next monthly processing date.

Upon the change to the Paid-up Option, the following will occur:

any amounts in the Investment Account will be transferred to the Company’s general account;

any applicable surrender charge will be deducted;

any existing Policy Debt continues;

the Death Benefit Option will be changed to Option A, if Option A is not in effect at the time of election;

the Definition of Life Insurance will be changed to the Cash Value Accumulation Test, if the Cash Value Accumulation test is not in effect at the time of election;

the Specified Amount will be changed to equal the Paid-up Specified Amount which is equal to the Policy Value (after deduction of the surrender charge and any withdrawals on the date of the change) divided by the factor shown on the Table of Factors for Paid-up Option shown on the Policy Schedule Pages (page 8), for the applicable monthly processing date;

any Death Benefit Guarantee will be terminated; and

any additional benefits will be terminated.

10.3 VALUES WHILE THIS POLICY IS IN FORCE UNDER THE PAID-UP OPTION

Guaranteed Policy Value. The Policy Value will not be less than the Guaranteed Policy Value which is equal to the Paid-up Specified Amount times the factor shown on the Table of Factors for Paid-up Option shown on the Policy Schedule Pages (page 8), for the applicable monthly processing date.

Contract Fund Value. On any day after the change to the Paid-up Option, the Contract Fund Value is equal to what it was on the previous day plus any of these items applicable for the current day:

interest on the Contract Fund Value;

any loan repayment and accrued loan interest payment made; and

any Policy dividend directed to increase the Policy Value;


UU.VULP.(1019)		28		NY

minus any of these items applicable to the Contract Fund Value for the current day:

Monthly Policy Charge;

Policy loans;

withdrawals; and

service charges.

Interest. The Contract Fund Value will earn interest at a rate declared by the Company. The declared annual effective interest rate applied to the Contract Fund Value:

is determined by the Company and declared in advance;

will not change for this Policy more frequently than annually; and

will at no time be less than the Paid-up Option Minimum Guaranteed Annual Effective Interest Rate shown on the Policy Schedule Pages (page 8).

Monthly Policy Charge. The Monthly Policy Charge will be equal to the sum of the following:

the Monthly Policy Debt Expense Charge, if any; and

(a)

is the Death Benefit on the monthly processing date (after deduction of the Monthly Policy Debt Expense Charge, if any) divided by 1.0016515; and

(b)

is the Policy Value on the monthly processing date (after deduction of the Monthly Policy Debt Expense Charge, if any).

The Monthly Cost of Insurance Charge and the Monthly Policy Debt Expense Charge will be reduced, if necessary, so that the Policy Value will never be less than the Guaranteed Policy Value.

For purposes of (a) above, Death Benefit is defined as the Death Benefit calculated per Section 3.1 on the monthly processing date, where Policy Value is defined as it is in (b) above.

The maximum amounts or rates applicable for each charge are shown on the Policy Schedule Pages (pages 4 and 5) of this Policy.

Loans and Withdrawals. Loan repayments are permitted and are allocated to the Contract Fund Value. Additional loans are permitted subject to the provisions of Section 9, except that the Loan Value is the Policy Value on the date of the loan, less the loan interest on the new loan and any outstanding loans to the next Policy anniversary.

Withdrawals from the Policy Value are permitted subject to the limitations of Section 9.5. The Paid-up Specified Amount and the Specified Amount will be reduced in proportion to the amount the Policy Value is reduced as a result of the withdrawal.

10.4 LIMITATIONS

When this Policy is in force under the Paid-up Option:

premium payments are not permitted;

Death Benefit Option changes are not permitted;

additional benefits may not be added to this Policy; and

Specified Amount changes are not permitted, except that the Specified Amount will be reduced as a result of a withdrawal (Section 10.3).


UU.VULP.(1019)		29		NY

SECTION 11. DEFFERAL OF PAYMENTS

If mandated under applicable law, the Company may block an Owner’s account, and thereby refuse to pay any request for transfer, surrender, withdrawal, loans or the Life Insurance Benefit, until instructions are received from the appropriate regulatory or other lawful authority.

Separate Account. With respect to the amount in the Separate Account, the Company reserves the right:

to defer determination and payment of the surrender proceeds;

to defer payment of a Policy loan unless the Policy loan is used to pay premiums due the Company;

to defer payment of a withdrawal;

to defer determination of a change in the amount of variable insurance or other variable amounts payable on death, and, if such determination has been deferred, to defer payment of any portion of the Life Insurance Benefit based on a variable amount; and

to defer application of the Life Insurance Benefit to an income plan under Section 14 if payment of all or part of the Life Insurance Benefit is deferred;

during any period when:

the sale of securities or the determination of investment results is not reasonably practicable because:

(a)

the NYSE is closed; or

(b)

conditions are such that, under rules and regulations adopted by the SEC, trading is deemed to be restricted or an emergency is deemed to exist; or

the SEC, by order, permits deferral for the protection of the Company’s policyowners.

Paid-up Option. If this Policy is in force under the Paid-up Option, the Company reserves the right:

to defer payment of surrender proceeds for up to six months from the date of surrender;

to defer payment of a Policy loan for up to six months unless the Policy loan is used to pay premiums due the Company; and

to defer payment of a withdrawal for up to six months.

If payment is deferred for 10 working days or more, interest will be paid on the surrender, loan, or withdrawal amount from the date of the surrender, loan, or withdraw to the date of payment. Interest will be paid at a rate at least equal to the rate required by the state in which this Policy is delivered.

SECTION 12. CHANGE OF POLICY

12.1 CHANGE OF PLAN

While the Insured is living, the Owner may change this Policy to a life insurance plan agreed to by the Owner and the Company by:

paying an administrative charge of $250;

paying the amount necessary, if any, to change to the new plan;

meeting insurability requirements (Section 1.8); and

submitting any forms required by the Company.

12.2 CHANGE OF INSURED BENEFIT

The Owner has the unilateral right to add the Change of Insured Benefit if:

this Policy has been in force for at least six months;

the Insured is alive;

this Policy would continue to qualify as Life Insurance under Section 7702 of the Internal Revenue Code; and

this Policy is not in force under the Paid-up Option.


UU.VULP.(1019)		30		NY

SECTION 13. BENEFICIARIES

13.1 NAMING AND CHANGING OF BENEFICIARIES OF THE LIFE INSURANCE BENEFIT

The term “Beneficiaries” refers to the direct beneficiaries, contingent beneficiaries and further payees of the Life Insurance Benefit as designated by the Owner. The Owner may name and change the Beneficiaries of the Life Insurance Benefit, while the Insured is living, by submitting a request to the Home Office in a form that is acceptable to the Company. If acceptable, the request will take effect on the earlier of the date that it was received by the Home Office or the date signed by the Owner. The Company is not responsible for any payment or other action that is taken by it before it receives the request at the Home Office.

13.2 BENEFICIARIES OF THE LIFE INSURANCE BENEFIT

The Life Insurance Benefit will be paid as follows unless designated otherwise by the Owner:

Direct Beneficiaries. The Life Insurance Benefit of this Policy will be paid in equal shares to the direct beneficiaries who survive and receive payment. If a direct beneficiary dies before receiving all or part of the direct beneficiary’s full share, then the unpaid portion will be paid in equal shares to the other direct beneficiaries who survive and receive payment.

Contingent Beneficiaries. If no direct beneficiary survives and receives payment of the entire Life Insurance Benefit, then the remaining Life Insurance Benefit will be paid in equal shares to the contingent beneficiaries, if any, who survive and receive payment. If a contingent beneficiary dies before receiving all or part of the contingent beneficiary’s full share, then the unpaid portion will be paid in equal shares to the other contingent beneficiaries who survive and receive payment.

Further Payees. If no direct or contingent beneficiary survives and receives payment of the entire Life Insurance Benefit, then the remaining Life Insurance Benefit will be paid as a lump sum in equal shares to the further payees, if any, who survive and receive payment.

Beneficiary’s Estate. If at least one of the Beneficiaries survive to receive payment of a portion of the Life Insurance Benefit, but no Beneficiaries survive and receive the remaining Life Insurance Benefit payable, then the unpaid portion will be paid as a lump sum to the estate of the last to die of all of the Beneficiaries.

Owner or Owner’s Estate. If no Beneficiary survives the Insured and receives payment of any portion of the Life Insurance Benefit, then the Life Insurance Benefit will be paid to the Owner or to the Owner’s estate.

13.3 TRUST NAMED AS BENEFICIARY

The Company will not be charged with notice of a change of trustee unless written evidence of the change is received at the Home Office.


UU.VULP.(1019)		31		NY

SECTION 14. PAYMENT OF POLICY BENEFITS

14.1 PAYMENT OF THE LIFE INSURANCE BENEFIT

The Life Insurance Benefit will be paid as set forth in Section 13 in a lump sum unless an income plan made available by the Company, if any, is elected. Income plans may be elected as follows:

Elected By Owner. The Owner may elect an income plan for each Beneficiary’s share of the Life Insurance Benefit while the Insured is living. When electing the income plan, the Owner may name the beneficiaries of that income plan, if applicable. The Beneficiary may name and change beneficiaries of the income plan only if:

the Beneficiary was the Owner of this Policy; or

the Owner does not name any beneficiaries for the income plan or those named are not alive.

Elected By Direct or Contingent Beneficiary. If no income plan has been elected by the Owner upon the death of the Insured, the direct or contingent beneficiary may elect an income plan for his or her share of the Life Insurance Benefit. When electing the income plan, the direct or contingent beneficiary may name and change income plan beneficiaries.

Interest. The Company will pay interest on the Life Insurance Benefit from the date of death of the Insured until the proceeds are paid in a lump sum or into an income plan. Interest will be paid at an annual effective rate determined by the Company but the rate shall not be less than the rate, if any, required by New York law for unpaid death proceeds under a life insurance policy.

14.2 SURRENDER PROCEEDS

The surrender proceeds will be paid as set forth in Section 8.2 in a lump sum unless an income plan made available by the Company, if any, is elected. If applicable to the income plan selected, the Owner may name and change the beneficiaries of the income plan.


UU.VULP.(1019)		32		NY

It is recommended that you ...

read your Policy.

notify your Northwestern Mutual agent or the Company at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, of an address change.

call your Northwestern Mutual agent for information--particularly on a suggestion to terminate or exchange this Policy for another policy or plan.

Important Notice Concerning Statements in the Application for Your Insurance

Please read the copy of the application(s) attached in this Policy. Omissions or misstatements in the application(s) could cause an otherwise valid claim to be denied. Carefully check the application and write to the Company at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, if any information shown on it is not correct and complete, or if any past medical history or other information has been left out of the application. The application is part of this Policy, and this Policy was issued on the basis that the answers to all questions and the information shown on the application are correct and complete.

Election of Trustees

The members of The Northwestern Mutual Life Insurance Company are its policyholders of insurance policies and deferred annuity contracts. The members exercise control through a Board of Trustees. Elections to the Board are held each year at the annual meeting of members. Members are entitled to vote in person or by proxy.

INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY

Participating

Life Insurance Benefit Payable on death of Insured.

Flexible premiums.

Benefits reflect investment results.

Variable benefits described in Sections 1, 3, 6, 7, and 8.

UU.VULP.(1019) NY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

The undersigned Trustee of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, organized by a special act of the Wisconsin Legislature (the “Company”), by his or her execution hereof, or an identical counterpart hereof, does hereby constitute and appoint John E. Schlifske, as his or her attorney-in-fact and agent, and in his or her name, place and stead, to execute and sign any registration statement, including any pre-effective or post-effective amendments thereto, together with all exhibits and schedules thereto and other documents and instruments associated therewith to be filed on either Form N-4 or Form N-6 (or on any other applicable form) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 and/or the Investment Company Act of 1940 in connection with variable contracts issued through separate accounts that are established by the Company, including the following:

New Variable Life Contracts (the “Contracts”) to be issued through Northwestern Mutual Variable Life Account II (VULP- NY) with the initial registration statements for the Contracts filed with the SEC beginning in September, 2019 or as soon thereafter as practicable.

The undersigned does hereby further authorize said attorney-in-fact and agent to make said filings with the SEC and with any federal or state securities or insurance regulatory authority as they determine to be required or necessary. The undersigned hereby ratifies and confirms all acts of each and either of said attorney-in-fact and agent which they may lawfully do or cause to be done by virtue hereof. As used herein, “variable contracts” means any contracts providing for benefits or values which may vary according to the investment experience of the separate account associated therewith, including variable annuity contracts and variable life insurance policies.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 11th day of September, 2019.

/s/ Nicholas. E. Brathwaite Trustee

Nicholas E. Brathwaite

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 17th day of September, 2019.


/s/ David J. Drury Trustee
David J. Drury

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 10th day of September, 2019.


/s/ P. Russell Hardin Trustee
P. Russell Hardin

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 10th day of September, 2019.


/s/ Hans Helmerich Trustee
Hans Helmerich

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 17th day of September, 2019.


/s/ David J. Lubar Trustee
David J. Lubar

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 13th day of September, 2019.

/s/ Sheila L. Marcelo Trustee

Sheila L. Marcelo

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 17th day of September, 2019.


/s/ Randolph W. Melville Trustee
Randolph W. Melville

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 11th day of September, 2019.


/s/ Jaime Montemayor Trustee
Jaime Montemayor

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 12th day of September, 2019.


/s/ Anne M. Paradis Trustee
Anne M. Paradis

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 17th day of September, 2019.


/s/ John E. Schlifske Trustee
John E. Schlifske

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 10th day of September, 2019.


/s/ Mary Ellen Stanek Trustee
Mary Ellen Stanek

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 10th day of September, 2019.


/s/ S. Scott Voynich Trustee
S. Scott Voynich

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 10th day of September, 2019.


/s/ Ralph A. Weber Trustee
Ralph A. Weber

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

TRUSTEES’

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 12th day of September, 2019.


/s/ Benjamin F. Wilson Trustee
Benjamin F. Wilson

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/s/ RAYMOND J. MANISTA

/s/ JOHN E. SCHLIFSKE

Raymond J. Manista,

John E. Schlifske,

Executive Vice President, Chief Legal Officer & Secretary

Chairman and Chief Executive Officer