SecProbe.io

CORRESP
1
filename1.htm

Northwestern Mutual Variable Life Account II (VULP)

 ***DRAFT/FOR DISCUSSION PURPOSES ONLY***

 Chad E. Fickett

 Assistant General
Counsel
and Assistant Secretary

 720 East Wisconsin
Avenue Milwaukee,
WI
53202-4797
414 665 1209 office chadfickett@northwesternmutual.com

 VIA EDGAR and Electronic Mail

January         , 2021

Ms. Elisabeth M. Bentzinger

Disclosure Review Office, Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C. 20549

Re:
 Northwestern Mutual Variable Life Account II (“Registrant”)

Variable Universal Life Plus (VULP) File Nos. 333-230143; 811-21933

EDGAR CIK 0001359314

Post-Effective Amendment to Registration Statements on Form N-6

Dear Ms. Bentzinger:

I am submitting this letter on behalf of The Northwestern Mutual Life Insurance Company (the “Company”) and its
above-named Registrant, to transmit to you Post-Effective Amendment No.         (the “Amendment”) to the Registration Statement in response to the Commission Staff’s comments on
Post-Effective Amendment No. 2 for the Registrant, which was filed pursuant to Rule 485(a)(1) on October 22, 2020 (accession no. 0001193125-20-274252), as discussed principally on December 3, 2020 and in subsequent conversations. In
addition, Registrant will make certain other changes to disclosure in the Registration Statement to include any missing information as well as to make routine and other clarifying changes as appropriate.

Unless otherwise obvious from the context, all applicable responses in this supplemental letter that will accompany the marked
Amendment filing are marked to show proposed changes in response to your comments. In this letter, except where entirely new disclosure is being

 1

 ***DRAFT/FOR DISCUSSION PURPOSES ONLY***

 added, changes are generally shown with italics for
revisions/additions and strikethroughs for revisions/deletions.

 The following is a summary of the Staff’s comments
and our proposed responses.

 GENERAL

 Comment

1.
 Unless otherwise noted, comments in this letter are keyed to the statutory prospectus filed with this
registration statement. Please make corresponding changes to any applicable summary prospectus, as applicable.

 Response:

Unless otherwise noted, the Company confirms that our responses to your comments, including any changes in response to these comments, will
be made to any applicable summary prospectus (and vice versa), as well as to each registration statement for which the Company requests and receives template filing relief per Accounting and Disclosure Information 2018- 02 (“ADI 2018-02”),
as modified pursuant to recent SEC Staff interpretations in light of Rule

 498A, to the extent applicable and appropriate. As we
discussed on December 15, 2020, any requests or correspondences made by the Company pursuant to ADI 2018-02 will be made under separate cover.

FORM COVER PAGE/FACING SHEET

 Comment

2.
 Please consider adding the date of the filing to the facing sheet.

Response:

 Registrant will add the
filing date to the top of the cover page.

 FRONT COVER PAGE OF PROSPECTUS

Comment

3.
 Please include a statement with the required disclosure regarding Rule 30e-3 as required by Rule
498A(b)(2)(v)(F).

 Response:

Registrant confirms that it has included a statement to the effect required by Rule 498A(b)(2)(v)(F), generally revised as follows:

As permitted by regulations adopted by the SEC, paper copies of your underlying

 2

 ***DRAFT/FOR DISCUSSION PURPOSES ONLY***

 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 free of charge. Instead, your Portfolio annual and semi-annual reports will be made available on [www.NMwebsite.com] and you will be notified
by mail each time a report is posted and provided with a 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 signing up for eDelivery at [NMwebsite.com]. You may elect to receive all future reports in paper free of charge. You can inform us that you wish to continue receiving paper copies of your shareholder
reports by calling (888) 455-2232. Your election to receive shareholder reports in paper will apply to all future reports for all Portfolios available under your Policy.

SUMMARY OF POLICY BENEFITS AND RISKS

 Comment

4.
 We note that in the now-deleted “Summary of Policy Benefits and Risks” section (as well as elsewhere
in the prospectus), various reference to certain premium accommodations related to COVID 19 have been deleted. Please confirm that as of the date of effectiveness these disclosures are no longer relevant.

Response:

 Registrant will confirm that
these disclosures are no longer applicable, as appropriate, before deleting or revising existing disclosure.

 IMPORTANT INFORMATION YOU SHOULD CONSIDER
ABOUT THE POLICY

 Comment

5.
 We note the information preceding the tabular presentation (key information table) is neither required nor
permitted. Information with respect to the glossary may appear on the cover page or elsewhere.

 Response:

Registrant has deleted this disclosure and added the following (or substantially similar) disclosure to the cover page:

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

 3

 ***DRAFT/FOR DISCUSSION PURPOSES ONLY***

 Comment:

6.
 Please include the cross-references to applicable areas of the statutory prospectus required by Instruction
1(b) to Item 2 of Form N-6 as Registrant included in its form of summary prospectus filed as in exhibit to its registration statement.

Response:

 Registrant has included the
required cross-references in the statutory prospectus.

 Comment:

7.
 In the first row under the key information table, please include a reference to “Paid-Up Insurance”
as a cross-reference and revise the reference in the first column under “Fees and Expenses” to conform to Item 2 of Form N-6.

Response:

 Registrant has added the
applicable cross-reference and revised the first column to read, “Surrender Charge (Charges for Early Withdrawals).”

Comment:

8.
 In the “Transaction Charges” row, Registrant should revise disclosure as discussed to include a
reference to the withdrawal fee.

 Response:

In response, Registrant has generally revised applicable disclosure to read:

In addition to surrender charges and withdrawal charges, you may also be charged for other transactions, such as certain tax-related
charges, a front-end sales load, charges for transferring between investment options, withdrawals (other than full surrenders), requesting more than one illustration in a Policy Year, changes to your Death Benefit Option or
Specified Amount, as well as charges for expedited delivery or wire transfers.

 Comment:

9.
 In the “Ongoing Fees and Expenses” row, Registrant should revise disclosure as discussed in
accordance with Instruction 2(c).

 Response:

Registrant has revised applicable disclosure in the first paragraph to read:

In addition to the charges above, investment in the Policy is subject to ongoing fees and expenses, including fees and
covering the cost of insurance and optional benefits

 4

 ***DRAFT/FOR DISCUSSION PURPOSES ONLY***

 available under the Policy you may pay each year. These fees are
based on information as of December 31, 2020, may change from year to year, and are generally based on characteristics of the insured (e.g., age, sex and rating classification). You should review your Policy specifications page for
specific rates applicable under your Policy.

 Comment:

10.
 In the “Not a Short-Term Investment” row, Registrant should revise disclosure as discussed, including
a deletion of the reference to short-term trading restrictions.

 Response:

In response, Registrant has generally revised applicable disclosure in the “Risks – Not a Short-Term Investment” row and the
second paragraph in the “Restrictions – Investments” row, accordingly, as follows:

 The Policy is not a short-term
investment and is not appropriate for you if you need ready access to cash. Surrender charges apply in the first 10 Policy Years and the value of your Policy and life insurance benefit will be reduced if you withdraw money. In addition, your
Policy has adopted measures to deter short-term trading that may trigger additional restrictions on your Policy. Finally, short-term investment in the Policy may subject you to income taxes and tax penalties mean a reduction
in the benefits of tax deferral.

Transfers from the Divisions must be in amounts greater than or equal to 1% of assets in the Divisions, may be subject to charges, and are
subject to the Policy’s short-term and excessive trading policies. These short-term and excessive trading policies may trigger additional restrictions on your Policy. Currently, there is no charge when you transfer Contract Fund Value
among Divisions and the SAS Account. However, we reserve the right to charge $25 for each transfer.

 Comment:

11.
 Please revise the “Risks Associated with Investment Options” disclosure to make it clear the fixed
option is not a “Portfolio.”

 Response:

Registrant has revised applicable disclosure to read, “Each Portfolio (and any fixed account investment option) will …“

 Comment

12.
 For clarity, please delete the reference to “Depositor” in the “Insurance Company Risks”
row.

 Response:

 5

 ***DRAFT/FOR DISCUSSION PURPOSES ONLY***

 In response, the Registrant has revised applicable disclosure to read,
“… subject to the risks related to the Depositor (Northwestern Mutual), and any …“

 Comment:

13.
 Please revise disclosure regarding the policy in the “Exchanges” row in the Conflicts of Interest
section for clarity.

 Response:

Registrant has generally revised applicable disclosure to read:

Some financial representatives may have a financial incentive to offer this a new Policy in place of the
one you already own. You should only exchange an existing policy if you determine, after comparing the features, fees and risks of both policies, that it is preferable to purchase this the new Policy rather
than continue to own the an existing policy.

 OVERVIEW OF THE POLICY

Comment:

14.
 Please generally revise the first six paragraphs of this section as discussed for clarity and in accordance
with general Plain English standards.

 Response:

In response, the Registrant has revised applicable disclosure to read:

What is the Policy, and what is it designed to do?

The Policy is an individual flexible premium variable universal life insurance policy, the purpose of which is primarily to provide life
insurance protection (i.e. e.g., a death benefit), while providing the long-term accumulation of assets through allocations to a variety of Divisions and/or a fixed account option. The Policy may be appropriate if you have a
long-term investment horizon and is not intended for short-term investment, and is therefore not appropriate for people who may need to make early or frequent withdrawals or who intend to engage in frequent trading. You may want to consult your
financial or tax advisor.

 In exchange for your Premium Payments, upon the death of the Insured, we will pay the
beneficiary the Death Benefit to your beneficiary based on one of three death benefit options available under the Policy. Subject to certain limitations, you can change the Death Benefit option you selected. (See
“Death Benefit - Changing Death Benefit Options” for more information.)

 How are Premium Payments treated under the
Policy?

 6

 ***DRAFT/FOR DISCUSSION PURPOSES ONLY***

 As described in more detail in the “Information About the
Policy” section, when you apply for the Policy you must make a minimum initial Premium Payment 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.

 After the Policy is issued, 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. Unless the Death Benefit Guarantee is available to keep your Policy from terminating, but the 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. If you elect the Death Benefit Guarantee, your Policy will generally not lapse regardless of the investment performance of the Divisions in which you invest so long as you make the minimum requested
payment upon notice that your cumulative premium payments are below the required amount.

 When a Premium Payment is received in Good
Order at our Home Office after the Policy is in-force, we deduct a Premium Tax Charge, Federal Deferred Acquisition Cost Charge and Sales Load to cover taxes and acquisition and distribution expenses, respectively, and the remaining amount, known as
the Net Premium, is allocated among the Divisions and the SAS Account, if available, according to your current allocation instructions in the Application or supplement to the Application. Depending on the state in which we issue the Policy, we may
hold your initial Net Premium in the Government Money Market Division until the latest of the day we receive your initial Premium Payment, the day after your right to return the Policy expires and the day we receive notice of delivery of your
Policy.

 Investments in the Policy’s Divisions are held in the Separate Account which is an account separate from our General
Account assets. We have established a segment within the Separate Account to receive and invest Net Premium for the Policies. Currently, the Policy segment is divided into over 40 Separate Account Divisions. Each Division purchases shares in a
corresponding Portfolio. Information about each corresponding Portfolio is provided at the back of this Prospectus. See APPENDIX A: Portfolios Available under Your Policy.

Comment

15.
 Please generally revise the last paragraph of the section generally as discussed for clarity, including
providing a list of optional benefits from the “Other Benefits Available under the Policy” section.

 Response:

 7

 ***DRAFT/FOR DISCUSSION PURPOSES ONLY***

 In response, the Registrant has revised applicable disclosure to read:

 Q. What are the primary features and options that the Variable Universal Life Plus Policy offers?

A.
 Choice of Death Benefit Options. You may choose among three Death Benefit options, a death benefit based
on the Specified Amount (Option A), on the Specified Amount plus Policy Value (Option B) or on the Specified Amount plus Cumulative Premiums paid (less any Cumulative Withdrawals)(Option C). See the Death Benefit sections in this Summary
Prospectus and the prospectus for more information.

B.
 Surrenders and Withdrawals. You may surrender your Policy, and we will pay you its Cash Surrender Value
(Policy Value less any Po