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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 7/26/06 Northwestern Mutual Variable...II N-8A 7/26/06 1:13 RR Donnelley/FA
Document/Exhibit Description Pages Size 1: N-8A Northwestern Mutual Variable Life Account Ii HTML 79K
| Northwestern Mutual Variable Life Account II |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8A
NOTIFICATION OF REGISTRATION FILED PURSUANT TO
SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection with such notification of registration submits the following information:
| Name: | Northwestern Mutual Variable Life Account II | |
| Address of Principal Business Office: | 720 East Wisconsin Avenue | |
| Telephone Number: | (414) 271-1444 | |
| Name and Address of Agent for Service of Process: | Robert J. Berdan Vice President, General Counsel and Secretary The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue | |
| Copies to: | Terry R. Young Assistant General Counsel The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue (414) 665-2092 | |
| Check Appropriate Box: | Registrant is filing a Registration Statement pursuant to Section 8(b) of the Investment Company Act of 1940 concurrently with the filing of Form N-8A Yes ¨ No x | |
| Item 1. Exact name of registrant. | Northwestern Mutual Variable Life Account II | |
| Item 2. Name of state under the laws of which registrant was organized or created and the date of such organization or creation. | Registrant was organized under the laws of the State of Wisconsin on March 22, 2006. | |
| Item 3. Form of organization of registrant (for example, corporation, partnership, trust, joint stock company, association, fund). | Registrant is organized as a separate account of The Northwestern Mutual Life Insurance Company. | |
| Item 4. Classification of registrant (face-amount certificate company, unit investment trust, or management company). | Registrant is organized as a unit investment trust. | |
| Item 5. If a registrant is a management company:
(a) state whether registrant is a “closed-end” company or an “open-end” company;
(b) state whether registrant is registering as a “diversified” company or a “non-diversified” company. |
Not Applicable. | |
| Item 6. Name and address of each investment adviser of registrant. | Not Applicable. | |
| Item 7. If registrant is an investment company having a board of directors, state the name and address of each officer and director of registrant. | Not Applicable. | |
Item 8. If registrant is an unincorporated investment company not having a board of directors:
| (a) | state the name and address of each sponsor of registrant; |
The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
| (b) | state the name and address of each officer and director of each sponsor of registrant; |
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 annuity contracts or their authority to act or their status as “officers” as that term is used for certain purposes of the federal securities laws and rules thereunder.
TRUSTEES – As of June 1, 2006
| Name |
Business Address | |
| Edward E. Barr | 2050 Center Avenue Suite 567 | |
| John M. Bremer | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue | |
2
| Peter W. Bruce | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue | |
| Robert C. Buchanan | Fox Valley Corporation 100 West Lawrence Street (54911) P.O. Box 727 Appleton, WI (54912-0727) | |
| George A. Dickerman | 68 Normandy Road | |
| David J. Drury | Poblocki & Sons, LLC 922 South 70th Street | |
| Connie K. Duckworth | ARZU 77 Stone Gate Lane | |
| David A. Erne | Reinhart Boener Van Deuren, sc 1000 North Water Street Suite 2100 | |
| James P. Hackett | Steelcase, Inc. 901 – 44th Street | |
| Hans Helmerich | Helmerich & Payne, Inc. 1437 South Boulder | |
| Stephen F. Keller | 101 South Las Palmas Avenue | |
| Barbara A. King | Landscape Structures, Inc. Route 3 601-7th Street South | |
| Margery Kraus | APCO Worldwide 700 12th Street, NW, Suite 800 | |
| J. Thomas Lewis | 228 St. Charles Avenue Suite 1024 | |
3
| Ulice Payne, Jr. | Addison-Clifton, L.L.C. 13555 Bishop’s Court Suite 245 | |
| H. Mason Sizemore, Jr. | 2054 N.W. Blue Ridge Drive | |
| Peter M. Sommerhauser | Godfrey & Kahn, S.C. 780 North Water Street | |
| John E. Steuri | 52 River Ridge Road | |
| John J. Stollenwerk | Allen-Edmonds Shoe Corporation 201 East Seven Hills Road P.O. Box 998 | |
| Barry L. Williams | Williams Pacific Ventures, Inc. 4 Embarcadero Center, Suite 3700 | |
| Kathryn D. Wriston | c/o Shearman & Sterling 599 Lexington Avenue, Room 1064 | |
| Edward J. Zore | The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue | |
EXECUTIVE OFFICERS – As of June 1, 2006
| Name |
Title | |
| Edward J. Zore | President and Chief Executive Officer | |
| John M. Bremer | Chief Operating Officer (Chief Compliance Officer) | |
| Peter W. Bruce | Chief Insurance Officer | |
| William H. Beckley | Executive Vice President (Agencies) | |
| Gary A. Poliner | Executive Vice President & Chief Financial Officer | |
| Mason G. Ross | Executive Vice President & Chief Investment Officer | |
| John E. Schlifske | Executive Vice President (Investment Products & Services and Affiliates) | |
| Mark G. Doll | Senior Vice President (Public Markets) | |
| Christine H. Fiasca | Senior Vice President (Agency Services) | |
| Richard L. Hall | Senior Vice President (Life Product) | |
| William C. Koenig | Senior Vice President & Chief Actuary | |
| Jean M. Maier | Senior Vice President (Insurance Operations) | |
| Meridee J. Maynard | Senior Vice President (Life Product) | |
| Gregory C. Oberland | Senior Vice President & Chief Information Officer |
4
| Marcia Rimai | Senior Vice President (Business Integration Services) | |
| Charles D. Robinson | Senior Vice President (IPS Strategy) | |
| Robert J. Berdan | Vice President, General Counsel & Secretary | |
| Michael G. Carter | Vice President (Field Compensation & Planning) | |
| Steven T. Catlett | Vice President (Corporate Services) | |
| Eric P. Christophersen | Vice President (Compliance/Best Practices) | |
| David D. Clark | Vice President (Real Estate) | |
| Gloster B. Current | Vice President (Policyowner Services) | |
| John M. Grogan | Vice President (Disability Income) | |
| John C. Kelly | Vice President & Controller | |
| John L. Kordsmeier | Vice President (New Business) | |
| Susan A. Lueger | Vice President (Human Resources) | |
| Jeffrey J. Lueken | Vice President (Securities) | |
| Raymond J. Manista | Vice President (Corporate Planning) | |
| David W. Simbro | Vice President (Long Term Care) | |
| Brenda F. Skelton | Vice President (Communications) | |
| Calvin R. Schmidt | Vice President (Investment Product Operations) | |
| Todd M. Schoon | Vice President (Agencies) | |
| J. Edward Tippetts | Vice President (Wealth Management) | |
| Donald G. Tyler | Vice President (IPS Products & Sales) | |
| Martha M. Valerio | Vice President (Information Systems) | |
| Michael L. Youngman | Vice President (Government Relations) |
OTHER OFFICERS – As of December 1, 2005
| Name |
Title | |
| John Abbott | Director-Field Benefit Consultants | |
| Carl Amick | VP-Risk Management Operations | |
| Jason Anderson | Assistant Director Tax | |
| Mark Backe | Asst. General Counsel & Asst. Secretary | |
| Rebekah Barsch | Vice President Investment Product Lines | |
| Blaise Beaulier | Director of Project Portfolio Management | |
| Beth M. Berger | Asst. General Counsel & Asst. Secretary | |
| Frederick W. Bessette | Asst. General Counsel & Asst. Secretary | |
| Maryann Bialo | Asst. Director DI Benefit | |
| Carrie Bleck | Director Policyowner Services | |
| Melissa Bleidorn | Asst. General Counsel & Asst. Secretary | |
| Sandra Botcher | Asst. General Counsel & Asst. Secretary | |
| Anne Brower | Asst. General Counsel & Asst. Secretary | |
| Michael S. Bula | Asst. General Counsel & Asst. Secretary | |
| Gwen Canady | Director Corporate Reporting | |
| Kurt Carbon | Director Life Lay Standards | |
| Susan A. Cerbins | Asst. General Counsel & Asst. Secretary | |
| Walt Chossek | Director-Finance | |
| Tom Christianson | Director Advanced Business Services | |
| Barbara Courtney | Director Mutual Fund Accounting | |
| Dennis Darland | Asst. Director DI Benefit | |
| Mark Diestelmeier | Asst. General Counsel & Asst. Secretary | |
| Dave Dorshorst | Director Field Services and Support | |
| John E. Dunn | Asst. General Counsel & Asst. Secretary |
5
| James R. Eben | Asst. General Counsel & Asst. Secretary | |
| Cheryl Flanders | Compliance & QA Consultant | |
| Carol Flemma | Director-IPS Bus Development/Comm | |
| Don Forecki | Director Investment Operations | |
| James C. Frasher | Asst. General Counsel & Asst. Secretary | |
| John Garofani | Asst. General Counsel & Asst. Secretary | |
| Sheila Gavin | Asst. General Counsel & Asst. Secretary | |
| Don Gehrke | Director-Inv Client Services | |
| Tim Gerend | Asst. General Counsel & Asst. Secretary | |
| Wally Givler | Vice President Investment Accounting | |
| Kevin M. Gleason | Asst. General Counsel & Asst. Secretary | |
| Bob Gleeson | Vice President & Medical Director | |
| C. Claibourne Greene | Asst. General Counsel & Asst. Secretary | |
| Tom Guay | Vice President Underwriting Standards | |
| Greg Gurlik | Director Long Term Care Product Development | |
| Wayne Heidenreich | Medical Director | |
| Gary Hewitt | Vice President & Treasurer | |
| Patricia Hillmann | Director-Annuity Customer Service | |
| Mark W. Humphrey | Director-Architecture Construction Environmental Services | |
| Sharon A. Hyde | Asst. Director Disability Benefit | |
| Elizabeth Idleman | Asst. General Counsel & Asst. Secretary | |
| Todd Jones | Asst. Director- IPS Finance | |
| David B. Kennedy | Asst. General Counsel & Asst. Secretary | |
| Mollie Kenny | Regulatory Consultant | |
| Don Kiefer | Vice President Actuary | |
| James Koelbl | Asst. General Counsel & Asst. Secretary | |
| Abim Kolawole | Asst. General Counsel & Asst. Secretary | |
| Robert Kowalsky | Vice President & Chief Architect | |
| Carol L. Kracht | Vice President, Deputy General Counsel & Investment Counsel | |
| Pat Krueger | Director Annuity Customer Service | |
| Todd Kuzminski | Director Investment Accounting | |
| Donna Lemanczyk | Director-Investment Closing | |
| Elizabeth Lentini | Asst. General Counsel & Asst. Secretary | |
| Sally J. Lewis | Asst. General Counsel & Asst. Secretary | |
| James Lodermeier | Senior Actuary | |
| George R. Loxton | Asst. General Counsel & Asst. Secretary | |
| Cindy Lubbert | Asst. Director-DI Underwriting | |
| Dean Mabie | Asst. General Counsel & Asst. Secretary | |
| Jon Magalska | Actuary | |
| Steve Mannebach | Director Field Management Development | |
| Anthony C. Marino | Asst. General Counsel & Asst. Secretary | |
| Jeff Marks | Director Special Projects | |
| Steve Martinie | Asst. General Counsel & Asst. Secretary | |
| Ted Matchulat | Director Product Compliance | |
| Allan McDonnell | Director-Order Entry Desk/Retail Svc | |
| James L. McFarland | Asst. General Counsel & Asst. Secretary | |
| Patrick McKeown | Investment Research Consultant | |
| Larry S. Meihsner | Asst. General Counsel & Asst. Secretary |
6
| Bob Meilander | Vice President Corporate Actuary | |
| Christopher Menting | Asst. General Counsel & Asst. Secretary | |
| Richard E. Meyers | Asst. General Counsel & Asst. Secretary | |
| Joanne Migliaccio | Director Field Services and Support | |
| Michael Mihm | Asst. Director-IPS Field Consulting | |
| Lynn Milewski | Director Annuity New Business | |
| Daniel Moakley | Asst. General Counsel & Asst. Secretary | |
| Jill Mocarski | Medical Director | |
| Karen Molloy | Director Banking & Cash Management | |
| Diane Moro-Goane | Director Marketing Materials Review | |
| Scott J. Morris | Asst. General Counsel & Asst. Secretary | |
| Jennifer W. Murphy | Asst. General Counsel & Asst. Secretary | |
| Tim Nelson | Director Market Conduct | |
| David K. Nelson | Asst. General Counsel & Asst. Secretary | |
| Mary S. Nelson | Asst. General Counsel & Asst. Secretary | |
| Jeffrey Niehaus | Director-Business Retirement Markets | |
| Kathy Oman | Director-IPS Projects and Planning | |
| Timothy Otto | Asst. General Counsel & Asst. Secretary | |
| Art Panighetti | Vice President Tax | |
| Randy M. Pavlick | Asst. General Counsel & Asst. Secretary | |
| David W. Perez | Asst. General Counsel & Asst. Secretary | |
| Judith L. Perkins | Asst. General Counsel & Asst. Secretary | |
| Pete Peterson | Director Long Term Care Administration | |
| William C. Pickering | Asst. General Counsel & Asst. Secretary | |
| Nora M. Platt | Asst. General Counsel & Asst. Secretary | |
| Harvey W. Pogoriler | Asst. General Counsel & Asst. Secretary | |
| Randy Powell | Medical Director | |
| Dave Remstad | Vice President Specialty Markets | |
| Tom Richards | Vice President Agency Development | |
| Dan Riedl | President NMIS | |
| Kathleen M. Rivera | Vice President and Deputy General Counsel | |
| Bethany Rodenhuis | Vice President Audit | |
| Tammy Roou | Asst. General Counsel & Asst. Secretary | |
| Matt Sauer | Director-IPS Compensation | |
| Linda Schaefer | Director-Special Investigative Unit | |
| Thomas F. Scheer | Asst. General Counsel & Asst. Secretary | |
| Jane Ann Schiltz | Vice President Business Markets | |
| Kathleen H. Schluter | Vice President & Tax Counsel | |
| Sue Schmeidel | Director Field Development | |
| Rodd Schneider | Asst. General Counsel & Asst. Secretary | |
| Catherine L. Shaw | Asst. General Counsel & Asst. Secretary | |
| Sherri Shickert | Director Policyowner Services | |
| David Silber | Asst. General Counsel & Asst. Secretary | |
| Stephen M. Silverman | Asst. General Counsel & Asst. Secretary | |
| Mark W. Smith | Associate General Counsel & Asst. Secretary | |
| Warren Smith | Assistant Director-Architecture | |
| Diane Smith | Assistant Director Policyowner Services | |
| Richard Snyder | Director-Mutual Fund Prod | |
| Steve Sperka | Director DI Benefits |
7
| Karen Stevens | Asst. General Counsel & Asst. Secretary | |
| Steve Stone | Director IS Finance | |
| Brenda J. Stugelmeyer | Asst. General Counsel & Asst. Secretary | |
| Cheryl Svehlek | Director-Administration | |
| Rachel Taknint | Vice President, Department Planning and Operations & Associate General Counsel | |
| Paul Tews | Director Investment Planning | |
| Kellen Thiel | Director-Managed Products | |
| Derek Tyus | Director of Strategic Analysis & Planning | |
| Mary Beth Van Groll | Vice President Information Systems | |
| Natalie Versnik | Director Policyowner Services | |
| Andy Ware | Vice President Actuary | |
| Joel Weiner | Medical Director | |
| Catherine A. Wilbert | Asst. General Counsel & Asst. Secretary | |
| Don Wilkinson | Vice President Agency Administration | |
| Jeff Williams | Director Compliance Risk Management | |
| Brian Wilson | Director-IPS National Sales | |
| John Wilson | Director Long Term Care Sales Support | |
| Robert Wright | Director-Affinity Funds | |
| Catherine M. Young | Asst. General Counsel & Asst. Secretary | |
| Terry R. Young | Asst. General Counsel & Asst. Secretary | |
| Rick Zehner | Vice President Life Products | |
| Patti Zimmermann | Director Investment Technology & Development | |
| Philip Zwieg | Vice President Information Systems |
The business addresses for all of the executive officers and other officers is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
| (c) | state the name and address of each trustee and each custodian of registrant. |
Not Applicable.
| Item 9. | ||
| (a) State whether registrant is currently issuing and offering its securities directly to the public. |
No. | |
| (b) If registrant is currently issuing and offering its securities to the public through an underwriter, state the name and address of such underwriter. |
Not Applicable. | |
| (c) If the answer to Item 9(a) is “no” and the answer to Item 9(b) is “not applicable,” state whether registrant presently proposes to make a public offering of its securities. |
Yes. | |
8
| (d) State whether registrant has any securities currently issued and outstanding. |
No. | |
| (e) If the answer to Item 9(d) is “yes,” state as of a date not to exceed ten days prior to the filing of this notification of registration the number of beneficial owners of registrant’s outstanding securities (other than short-term paper) and the name of any company owning more 10 percent or more of registrant’s outstanding voting securities. |
Not Applicable. | |
| Item 10. State the current value of registrant’s total assets. | Zero. | |
| Item 11. State whether registrant has applied or intends to apply for a license to operate as a small business investment company under the Small Business Investment Act of 1958. | No. | |
| Item 12. Attach as an exhibit a copy of the registrant’s last regular periodic report to its securityholders, if any. | Not Applicable. | |
9
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the sponsor of the registrant has caused this notification of registration to be signed on behalf of the registrant in the City of Milwaukee, and State of Wisconsin, on the 26th day of July, 2006.
| Signature: | ||||||||
| NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT II (Registrant) | ||||||||
| By: | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor) | |||||||
| Attest: | /s/ JOHN E. DUNN | By: | ||||||
| John E. Dunn, Vice President and Investment Products and Services Counsel |
Maridee J. Maynard, Senior Vice President (Life Product) | |||||||
10
| This N-8A Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/1/05 | ||||
| 3/22/06 | ||||
| 6/1/06 | ||||
| Filed On / Filed As Of / Effective As Of | 7/26/06 | |||
| Top | List All Filings | |||