Form 485BPOS MINNESOTA LIFE VARIABLE
File Numbers
333-120704
811-4585
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-6
REGISTRATION STATEMENT
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __
☐
Post-Effective Amendment No. 27
☒
And/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 174
☒
Minnesota Life Variable Life Account
(formerly Minnesota Mutual Variable Life Account)
(Exact Name of Registrant)
(Exact Name of Registrant)
Minnesota Life Insurance Company
(formerly The Minnesota Mutual Life Insurance Company)
(Depositor)
(Depositor)
400 Robert Street North, St. Paul, Minnesota
55101-2098
(Depositor’s Principal Executive Offices)
1-651-665-3500
(Depositor’s Telephone Number, including Area Code)
Renee D. Montz, Esq.
Senior Vice President, Secretary and General Counsel
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101-2098
400 Robert Street North
St. Paul, Minnesota 55101-2098
(Agent for Service)
It is proposed that this filing will become effective (check appropriate
box):
☐
immediately upon filing pursuant to paragraph (b) of Rule 485
☒
on May 1, 2026 pursuant to paragraph (b) of Rule 485
☐
60 days after filing pursuant to paragraph (a)(1) of Rule 485
☐
on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check
the following:
☐
This post-effective amendment designates a new effective date for a previously
filed post-effective amendment.
Title of Securities Being Registered: Variable Adjustable Life Insurance
Policies
Prospectus
Minnesota Life Insurance Company
Minnesota Life Variable Life Account
Minnesota Life Variable Life Account
Variable Adjustable Life Survivor Insurance Policy
This prospectus describes a Variable Adjustable Life Second
Death Insurance Policy (“VAL Survivor”) issued by Minnesota Life Insurance Company (“Minnesota Life”). The Policy may be adjusted, within described limits, as to face amount, Premium amount and the plan of insurance. This Policy is no longer
available for issue after December 31, 2013.
VAL Survivor Policy Values may be invested in Our separate account called the
Minnesota Life Variable Life Account (“Variable Life Account”). Policy Values may also be invested in a general account option. The Actual Cash Value of each Policy will vary with the investment experience of these options.
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 registered representative or financial professional.
Notice of Your Right to Examine This Policy.
It is important to us that you are satisfied with this Policy after it is issued.
If you are not satisfied with it, you may return the Policy to us or our agent within 30 days after you receive it. If you return the Policy, you will receive a full refund of any premiums within 7 days of the date we receive your notice
of cancellation.
Please note that the Policy and the Portfolios:
●
are not guaranteed to achieve their goals;
●
are not federally insured;
●
are not endorsed by any bank or government agency; and
●
are subject to risks, including loss of the amount invested.
This prospectus must be accompanied by the current prospectuses of the Funds. You should read the prospectus carefully and retain it for future reference.
The
policy has not been approved or disapproved by the SEC. Neither the SEC nor any state has determined whether this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Additional information about
certain investment products, including variable life insurance, has been prepared by the staff at the SEC and is available at
www.Investor.gov.
Minnesota Life
400 Robert Street North • St. Paul,
Minnesota 55101-2098
Ph 651/665-3500 • http:/www.securian.com
Dated: May 1, 2026
Table of Contents
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Key Information
Important Information You Should Consider About the
Policy
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Fees and Expenses |
Location in Prospectus | ||
| Charges for Early Withdrawals |
If You surrender your Policy during the first ten Policy Years or
during the first ten years following an increase in Policy
Premium or Face Amount, We will assess a Surrender Charge,
which may significantly reduce the Surrender Value. Because
Policy Issue Charges can be higher for Policies with greater
Face Amounts, the Surrender Charge, both as a dollar amount
and as a percentage of the Policy’s Face Amount, may
increase for Policies with higher Face Amounts.
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For example, if You surrender Your Policy within the first 10
Policy Years or during the first 10 years following an increase in
Face Amount, You could pay a Surrender Charge of up to $5,750
based on a $100,000 Face Amount, representing a charge of
5.75% of the Policy’s Face Amount. |
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| Transaction Charges |
We may assess the following transaction charges: |
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●A Premium Tax Charge of 5.75% of Premium. | |||
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●If You elect to make a Policy adjustment, We may assess a Policy Adjustment Transaction Charge which will not exceed $95 (We currently do not assess this charge); |
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●If You elect to take a partial surrender, We may assess a Partial Surrender Transaction Charge, which is the lesser of 2% of the surrendered amount (or $25) (We currently do not assess this charge); |
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●If You transfer Actual Cash Value among the Sub-Accounts, the Guaranteed Interest Account and the Fixed Index Accounts, We may assess a Transfer Charge which will not exceed $25 (We currently do not assess this charge). |
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| Ongoing Charges and Expenses (annual charges) |
●The Policy is subject to certain ongoing charges and expenses, including the Monthly Policy Charge, the Policy Issue Charge, the Cost of Insurance Charge, the Cash Extra Charge, the Mortality and Expense Risk Charge, the Loan Interest Charge, and charges for any Agreements you elect. These charges and fees are based on the characteristics of the insured. |
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●You should refer to Your Policy data pages for rates that are applicable to Your Policy. |
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The table shows the minimum and maximum expenses (as a
percentage of Portfolio assets) charged by any of the Portfolios
for the fiscal year ended December 31, 2025. More details
concerning each Portfolio’s fees and expenses are
contained in Appendix A. |
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Annual Fee Portfolio Operating Expenses |
Minimum 0.34% |
Maximum 1.53% |
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Risks |
Location in Prospectus |
| Risk of Loss |
You have the risk that You can lose money by investing in the Policy. |
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Risks |
Location in Prospectus |
| Not a Short-Term Investment |
The Policy is not a short-term investment and may not be appropriate for Policy Owners who need ready access to cash. The Policy combines both life insurance protection and the potential for the accumulation of cash values; however, it contains costs, such as cost of insurance, surrender charges, and other expenses that, in the short term, may reduce the amount of Actual Cash Value available to the Policy Owner. |
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| Risks Associated with Investment Options |
The Policy's Actual Cash Value, to the extent invested in a Sub-Account, is subject to the risk of poor investment performance and can vary with the positive or negative investment experience of the corresponding Portfolio. Each investment option, including any of the Variable Life Account Sub-Accounts, or the Guaranteed Interest Account will each have its own unique risks. The Policy Owner should review these investment options before making an investment in the Policy. |
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| Insurance Company Risks |
Guarantees provided by Minnesota Life as to the benefits promised in the contract, such as payment of the Death Benefit, are subject to the claims paying ability of Minnesota Life and are subject to the risk that Minnesota Life may default on its obligations under those guarantees. The Guaranteed Interest Account is part of Our General Account. Our General Account consists of all assets owned by Us other than those in the Variable Life Account and any other separate accounts which We may establish. Investors look to the financial strength of Minnesota Life for its insurance guarantees. Information about Minnesota Life, and its financial strength ratings, are available upon request. You may call Us at 1-800-886-1190 for additional information or visit Our website at www.securian.com/about- us/ratings. |
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| Contract Lapse |
There is the risk that the Policy may terminate. If Your Policy terminates, no Death Benefit will be paid if the insured dies and all the Agreements added to the Policy will also terminate. As described in the “Lapse and Reinstatement” section of this
prospectus, the Policy may lapse in one of two ways: (1) if a
scheduled premium is not paid; or (2) if there is no Actual Cash
Value when there is a Policy loan. You may reinstate a
terminated Policy, subject to certain conditions, which
include, providing evidence of insurability satisfactory to Us
and payment of Premiums or repayment of Policy loans. Policy
loans may increase the risk that the Policy will terminate. If
a Policy terminates with an outstanding Policy loan, there may
be significant adverse tax consequences to the
Owner. |
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Restrictions |
Location in Prospectus |
| Investments |
●We reserve the right to limit transfers to and from the
Guaranteed Interest Account to one transfer per Policy Year.
We also reserve the right to restrict the dollar amount of any
transfer to or from the Guaranteed Interest
Account. |
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●We reserve the right to require that the amount
transferred to or from a Sub-Account, Fixed Indexed Account
Segments, or the Guaranteed Interest Account be at least
$250. |
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●We reserve the right to remove a Sub-Account or substitute
another mutual fund or Portfolio for a Sub-Account.
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Taxes |
Location in Prospectus |
| Tax Implications |
You should consult with a tax professional to determine the tax implications of an investment in and payments received under the Policy. Full and Partial Surrenders could be subject to ordinary income tax, and, if Your Policy is a Modified Endowment Contract (“MEC”), partial surrenders and loans
could be subject to tax penalties. |
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Conflicts of Interest |
Location in Prospectus |
| Investment Professional Compensation |
We pay broker-dealers that sell Our Policies a commission that is based upon the Premium You pay for the Policy. The broker-dealers, in turn, pay their registered representatives all or
a portion of that commission for the sale. We may also pay
broker-dealers additional amounts in the form of revenue
sharing and marketing allowances for the sale of Our Policies.
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These broker-dealers and their registered representatives may have a financial incentive to offer or recommend the Policy over another investment. |
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| Exchanges |
Some registered representatives may have a financial incentive to offer You a new Policy in place of the one You may already own. You should only exchange Your existing Policy if You determine, after comparing the features, fees, and risks of both policies, that it is preferable for You to purchase the new Policy rather than continue Your existing policy. |
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Overview of the
Policy
Purpose
This prospectus describes variable adjustable joint survivorship life
insurance policy (“VAL Survivor”). The Policy may also be appropriate for persons seeking the potential for the accumulation of cash values over a long-term investment horizon in addition to life insurance protection; however, it may be
unsuitable as a short-term investment due to the costs of insurance and the expenses charged.
Premiums
The Policy allows for the growth of Actual Cash Value, while life insurance
coverage remains in force, and requires the payment of a level, scheduled Premium. The amount of the level, scheduled Premium will depend on the Policy’s face amount, the death benefit option, the insured’s age at issue, gender, risk classification and any additional benefit agreements chosen. You may also make Premium payments in
addition to the scheduled Premiums; those Premium payments are call Nonrepeating Premium. We will bill You annually, semi-annually or quarterly for both scheduled and Nonrepeating Premiums. We
reserve the right to require evidence of insurability satisfactory to Us for any Premium payment that would result in an immediate increase in the Net Amount at Risk under the Policy. Unless You have
specified otherwise in writing, We will not accept a Premium payment to the extent that it would cause Your Policy to fail the life insurance qualification test. If You submit a Premium payment that causes Your Policy to become a modified endowment contract, We will notify You in writing. See “Policy Premiums” for more information regarding Premium payments.
Your Net Premiums will become part of the Policy’ Actual
Cash Value. The Actual Cash Value of the Policy may be invested in the Sub-Accounts of the Variable Life Account. In turn, each Sub-Account invests exclusively in a corresponding Portfolio of a Fund. Thus, Your Actual Cash Value, to the extent invested in a Sub-Account, will vary with the positive or negative investment experience of the
corresponding Portfolio.
If You seek a fixed return on Your Actual Cash Value, You can allocate Net
Premiums and Actual Cash Value to the Guaranteed Interest Account, which credits a fixed rate of interest and is part of Minnesota Life’s General Account.
Additional information about the Variable Life Account
Sub-Accounts is provided in Appendix A to this Prospectus, “Portfolio Companies Available Under the Contract.”
If You do not pay a sufficient amount of Premiums into the Policy, the Policy may lapse, causing Your
rights and benefits under the Policy to terminate.
Policy Features
The Policy provides two Death Benefit options: the Cash Option and the Protection Option. Under the
Cash Option, the Death Benefit is the Face Amount of the Policy. If the Cash Option is in effect, the Death Benefit payable will generally not be affected by either the negative or positive investment
performance of the investment options.
Under the Protection Option, the Death Benefit equals the Face Amount of the
Policy plus the Actual Cash Value at the time of death of the insured. If the Protection Option is in effect, the Death Benefit payable will reflect the investment performance of the investment options in which Actual Cash Value
has been invested.
Page 4
You may surrender the Policy at any
time or make a partial surrender of the Actual Cash Value of the Policy at any time. The maximum partial surrender that You may make at any time is equal to the Actual
Cash Value less any outstanding policy loan and accrued interest. The minimum partial surrender that You may make is $500. You may also borrow an amount up to 90% of Your Actual Cash Value as a policy
loan. A policy loan may have tax consequences.
There are 3 Agreements that provide supplemental insurance benefits under the Policy. Please consult
Your financial professional for availability of all Agreements in Your
state.
| Agreement |
Availability |
| Waiver of Premium Agreement |
Not available |
| Enhanced Guarantee Choice Agreement* |
Not available |
| Estate Preservation Agreement |
Not available |
*
There is no charge for the Enhanced Guarantee Choice Agreement.
Fee Tables
The following tables describe the fees and expenses that You will pay when buying, owning, and surrendering the Policy. The charges may not be representative of the charges You will pay. Your Policy’s data pages indicate the charges applicable to Your Policy. More information about Your charges is available upon request by contacting Us at the telephone number or address listed on the cover page of this prospectus.
Transaction Fees
This table describes the fees and expenses that are payable at the time that You buy the Policy, pay Premiums, surrender the Policy, change the Policy or make transfers between the investment options.
| Charge |
When Charge is Deducted |
Amount Deducted | |
| Guaranteed Charge |
Current Charge | ||
| Premium Charge(1) |
Upon Premium payment, expressed as a percentage of Premium payment |
5.75 percent of Premium payment |
5.75 percent on Base Premiums and 3 percent on Non-Repeating Premiums |
| Policy Adjustment Transaction Charge(2) |
At Policy adjustment for changes in Premium, face amount, plan of insurance, and death benefit option |
$95 |
$0 |
| Partial Surrender Transaction Charge |
At partial surrender |
Lesser of $25 or 2 percent of partial surrender amount |
$0 |
| Transfer Transaction Charge |
At transfer of cash values |
$25 |
$0 |
| Surrender Charge |
At Policy surrender or termination |
The sum of all monthly Policy Issue Charges remaining unpaid from the time of surrender or termination to the end of the applicable ten year period(3) |
The sum of all monthly Policy Issue Charges remaining unpaid from the time of surrender or termination to the end of the applicable ten year period(3) |
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| Charge |
When Charge is Deducted |
Amount Deducted | |
| Guaranteed Charge |
Current Charge | ||
| Maximum Surrender Charge |
|
On a Policy with a $100,000 face amount, if You surrender the Policy within the first 10 Policy Years or during the first 10 years following an increase in Face Amount, You could pay a Surrender Charge of up to $5,750, representing a charge of 5.75 percent of the Policy’s face amount. |
On a Policy with a $100,000 face amount, if You surrender the Policy within the first 10 Policy Years or during the first 10 years following an increase in Face Amount, You could pay a Surrender Charge of up to $5,750, representing a charge of 5.75 percent of the Policy’s face amount. |
(1)
The Premium charge applies to Base Premiums and Non-Repeating Premiums. It does
not apply to Premiums for additional benefits. See “Supplemental Agreements.” Base Premiums are Premiums paid for the basic Policy before any Premiums for additional benefits. Non-Repeating
Premiums are Premiums paid in addition to planned Premiums.
(2)
See “Policy Changes.”
(3)
The Policy Issue Charge is assessed during the first ten years after Policy issue
or Policy adjustment involving an increase in Premium or net amount at risk. See the Periodic Charges table below. If the Policy is terminated or surrendered during that ten year period, We will assess a
Surrender Charge. The maximum Surrender Charge is the sum of all monthly Policy Issue
Charges, remaining unpaid from the time of surrender or termination to the end of the applicable ten year period. This amount will not be adjusted for present value.
Periodic Charges Other Than Investment Option Operating
Expenses
The next tables describe the fees and expenses that You will pay periodically during the time that You own the Policy, not including fees and expenses of the variable investment options.
| Charge |
When Charge is Deducted |
Amount Deducted | |
| Guaranteed Charge |
Current Charge | ||
| Monthly Policy Charge |
Monthly, expressed as an amount of face amount |
$15 plus $0.03 per $1,000 of face amount |
$10 plus $0.02 per $1,000 of face amount |
| Policy Issue Charge(1) |
|
|
|
| Maximum Charge |
Monthly, expressed as an amount of face amount |
$2.80 per $1,000 |
$2.80 per $1,000 |
| Minimum Charge |
Monthly, expressed as an amount of face amount |
$0.08 per $1,000 |
$0.08 per $1,000 |
| Charge for a representative male and female, nonsmoker, standard risk, both age 55 |
Monthly, expressed as an amount of face amount |
$0.18 per $1,000 |
$0.18 per $1,000 |
| Cost of Insurance Charge(3) |
|
|
|
| Maximum Charge |
Monthly, expressed as an amount of net amount at risk(2) |
$83.33 per $1,000 |
$83.33 per $1,000 |
Page 6
| Charge |
When Charge is Deducted |
Amount Deducted | |
| Guaranteed Charge |
Current Charge | ||
| Minimum Charge |
Monthly, expressed as an amount of net amount at risk(2) |
$0.00 per $1,000 |
$0.00 per $1,000 |
| Charge for a representative male and female, nonsmoker, standard risk, both age 55 |
Monthly, expressed as an amount of net amount at risk(2) |
$0.01 per $1,000 |
$0.01 per $1,000 |
| Cash Extra Charge(3) |
|
|
|
| Maximum Charge |
Monthly, expressed as an amount of net amount at risk(2) |
$76 per $1,000 |
$76 per $1,000 |
| Minimum Charge |
Monthly, expressed as an amount of net amount at risk(2) |
$0.00 per $1,000 |
$0.00 per $1,000 |
| Charge for a representative male and female, nonsmoker, standard risk, both age 55 |
Monthly, expressed as an amount of net amount at risk(2) |
$0.01 per $1,000 |
$0.01 per $1,000 |
| Mortality and Expense Risk Charge |
Daily, expressed as an annual rate of average daily net assets of Variable Life Account |
0.50 percent |
0.50 percent |
| Loan Interest Charge(4) |
Annually and upon policy adjustment |
Loan interest accrues daily at an annual rate of 5 percent of loan amount |
Loan interest accrues daily at an annual rate of 5 percent of loan amount |
(1)
A Policy Issue Charge is assessed during the first ten years after policy issue
or policy adjustment involving an increase in Premium or in the net amount at risk. The charge varies by the ages and underwriting classes of the insureds.
(2)
Net amount at risk is defined as death benefit minus Policy Value.
(3)
The charge varies by the ages and underwriting classes of the insureds.
(4)
See “Policy Loans.”
| Charge for Agreement |
When Charge is
Deducted |
Amount Deducted | |
| Guaranteed Charge |
Current Charge | ||
| Waiver of Premium Agreement(1) |
|
|
|
| Maximum Charge |
Upon Premium payment, expressed as an amount of face amount |
$11.24 per $1,000 annually |
$11.24 per $1,000 annually |
| Minimum Charge |
Upon Premium payment, expressed as an amount of face amount |
$0.12 per $1,000 annually |
$0.12 per $1,000 annually |
| Charge for representative male, nonsmoker, age 45 |
Upon Premium payment, expressed as an amount of face amount |
$0.76 per $1,000 annually |
$0.76 per $1,000 annually |
Page 7
| Charge for
Agreement |
When Charge is
Deducted |
Amount Deducted | |
| Guaranteed Charge |
Current Charge | ||
| Estate Preservation Agreement(1) |
|
|
|
| Maximum Charge |
Upon Premium payment, expressed as an amount of agreement coverage |
$1.02 per $1,000 |
$1.02 per $1,000 |
| Minimum Charge |
Upon Premium payment, expressed as an amount of agreement coverage |
$0.05 per $1,000 |
$0.05 per $1,000 |
| Charge for a representative male, nonsmoker, age 65 |
Upon Premium payment, expressed as an amount of agreement coverage |
$0.12 per $1,000 |
$0.12 per $1,000 |
(1)
The charge varies by the ages and underwriting classes of the
insureds.
Total Annual Operating Expenses of the Funds(1)(2)
The next table describes the
total annual portfolio operating expenses that You will pay while You own the Policy. The table shows the minimum and maximum expenses (as a percentage
of Portfolio assets) charged by any of the Portfolios for the fiscal year ended December 31, 2025. A complete list of Portfolio Companies available under the Policy, including their annual expenses, may be found at the back of this document.
| Charge |
Minimum |
Maximum |
| Total Annual Portfolio Operating Expenses |
0.34% |
1.53% |
(1)
The Total Annual Portfolio Operating Expenses include the investment management
fee, distribution (12b-1) fee and other expenses for the Funds.
(2)
The minimum and maximum Total Annual Portfolio Operating Expense figures in the above table do not
reflect the effect of any fee waiver or expense reimbursement arrangement.
Principal Risks of Investing in the Policy
There is an investment risk. A variable adjustable life insurance policy is intended for those who wish to combine both life insurance and the accumulation of cash values; it is not suitable as a short-term
investment vehicle. The values in the sub-accounts have no guaranteed minimum account value. The claims-paying ability of Minnesota Life as measured by independent rating agencies does not provide
any guarantees of the investment performance of the Variable Life Account. Therefore, You bear the risk that adverse investment performance may depreciate Your investment in the Policy. Additional
information concerning investment objectives and policies of the Portfolios (including a comprehensive discussion of the risks of each Portfolio) may be found in the current prospectuses for each Fund which accompany this prospectus. You should carefully review each Fund prospectus before purchasing the
Policy. See “Actual Cash Value.”
There is a risk that a Policy will terminate. This will occur if there is
insufficient Actual Cash Value to cover policy charges, or if there is no Actual Cash Value when there is a policy loan. Policy loans may increase the risk that the Policy will terminate. If a Policy with a substantial loan terminates, there may be significant negative tax consequences. Policy loans may also have a negative impact on the cash value, and may reduce the death benefit. See “Policy Premiums.”
Page 8
You may fully surrender the Policy. In
some situations there will be a Surrender Charge. Surrendering Your Policy may have significant tax consequences.
You may make a partial surrender of the Actual Cash Values. A partial surrender may be subject to a
transaction charge equal to the lesser of $25 or 2 percent of the amount of the partial surrender (We do not currently assess this charge). A partial surrender will reduce the account value and the death benefit and will increase the risk of lapse or termination. In addition, a partial surrender may have significant tax consequences. See “Federal Tax Status.”
There is risk that the Policy may not qualify as life insurance for federal
tax purposes. We believe that a Policy issued on the basis of a standard Premium class should so qualify. However, it is not clear whether a Policy issued on a sub-standard basis would qualify. Failure to qualify would mean that the death
proceeds would be included in the beneficiary’s gross income for federal income tax purposes, and that cash values are constructively received prior to when they are actually received.
There is also a risk that a Policy qualifying as life
insurance will be treated as a modified endowment contract (“MEC”). A MEC is treated as life insurance with respect to the tax treatment of death proceeds
and the tax-free inside build-up of yearly cash value increases. However, any amounts You receive, such as cash withdrawals, loans or amounts received from partial or total surrender of the Policy are
includable in gross income on an income-first basis. With certain exceptions, the tax treatment includes a ten percent additional income tax imposed on the portion of any distribution that is included in
income. See “Federal Tax Status.”
The guaranteed interest account is part of Our General Account, which
consists of all assets owned by Us other than those in the Variable Life Account and any other separate accounts which We may establish. Investors look to the financial strength of the insurance company for its insurance guarantees. Guarantees provided by the insurance company as to the benefits promised in the contract are subject to the claims paying ability of the insurance company and are subject to the risk that the insurance
company may default on its obligations under those guarantees.
The Policy may also be unsuitable as a short-term
savings vehicle due to the costs of insurance and expenses charged. Furthermore, Portfolio values could decline depending upon changes in the underlying Funds. Depending upon the timing of withdrawals, owners could lose all or part of their
Premium payments.
Cybersecurity Risks
Our variable insurance product business is highly dependent upon the
effective operation of our computer and technology systems and networks and those of Our business partners, so Our business is potentially susceptible to operational and information security risks resulting from a cyber-attack. These risks include, among other things, the theft, loss, 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, or our intermediaries and other
affiliated or third-party service providers, administrators, distributors and vendors (“Intermediaries”) may adversely affect Our and Your product values. For instance, cyber-attacks may interfere with Our processing of contract
transactions (including the processing of orders through Our online service centers or with the Portfolios); impact Our ability to calculate values and make payments; cause the unauthorized access
and possible destruction of our proprietary information or our clients’ confidential personal information; subject Us and/or Our Intermediaries to regulatory fines, litigation and financial losses;
Page 9
adversely impact our business
operations and financial condition; 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.
The constant change in technologies and increased sophistication and
activities of hackers and others, including the advances in criminal capabilities and the discovery of new vulnerabilities, continue to pose new and significant cybersecurity threats. These events may be beyond control and cannot be fully
mitigated or foreseen. Additionally, cybersecurity threats and incidents have dramatically increased in recent years, financial services companies and their intermediaries are increasingly the targets of
cyber-attacks, and it is possible that a cybersecurity incident could persist for an extended period of time without detection.
We have implemented and maintain administrative, technical and physical
security measures that are reasonably designed to protect against cybersecurity threats, and require our Intermediaries to meet certain information security standards. However, there can be no assurance that that We or the
Portfolios or our Intermediaries will avoid adverse impacts or losses affecting Your contract due to cyber-attacks or information security breaches in the future.
Even if we successfully protect our technology infrastructure and the
confidentiality of sensitive data, we may incur significant expenses in responding to any such attacks. Although we maintain cybersecurity insurance coverage against costs resulting from cybersecurity incidents, it is possible losses will exceed the amount available under our coverage. These risks are common to all insurers and
financial service providers.
General Description of Registrant, Depositor, and Portfolio Companies
Minnesota Life Insurance Company
We are Minnesota Life Insurance Company (“Minnesota Life”), a life insurance company organized under the laws of Minnesota. Minnesota Life was formerly known as The Minnesota Mutual Life
Insurance Company (“Minnesota Mutual”), a mutual life insurance company organized in 1880 under the laws of Minnesota. Effective October 1, 1998, The Minnesota Mutual Life Insurance Company
reorganized by forming a mutual insurance holding company named “Minnesota Mutual Companies, Inc.” The Minnesota Mutual Life Insurance Company continued its corporate existence following
conversion to a Minnesota stock life insurance company named “Minnesota Life Insurance Company” (“Minnesota Life”). All of the shares of the voting stock of Minnesota Life are owned by a second tier intermediate stock holding company named “Securian Financial Group, Inc.,” which in turn is a wholly-owned subsidiary of a first tier intermediate stock holding company named “Securian Holding Company,” which in turn is a wholly-owned subsidiary of the ultimate parent, Minnesota Mutual
Companies, Inc.
Our principal place of business is located at 400 Robert Street North, St.
Paul, Minnesota 55101-2098, telephone: 1-844-878-2199, internet address: www.securian.com. We are licensed to engage in life insurance business in all
states of the United States (except New York), the District of Columbia and Puerto Rico.
Certain products offered or previously offered by Minnesota Life Insurance Company may be serviced by
a third-party administrator (the “Designated Service Provider”). For the Variable Adjustable Life class of policies, service is provided by EXL Technology Solutions, LLC (“EXL”). Minnesota Life maintains a
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reinsurance and third-party
administration agreement with S. USA Life Insurance Company (a member of Prosperity Life Group) who contracted with EXL to perform the servicing on its behalf. The
contact information for the servicing of Your Policy is as follows:
Correspondence
Minnesota Life
Attn: Insurance Administration Services powered by EXL
123 Town Square PL
PMB 769
Jersey City, NJ 07310
Telephone
1-800-886-1190
Facsimile
1-844-466-9225
Website
https://exladminservices.exlservice.com/CustomerPortal/
Variable Life Account
On October 21, 1985, Our Board of Trustees established a separate account,
called the Minnesota Life Variable Life Account, in accordance with certain provisions of the Minnesota insurance law. The separate account is registered as a “unit investment trust” with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940 (“1940 Act”). Registration under the Act does not signify that the SEC supervises the management, or the investment practices or policies, of the Variable Life Account. The separate account meets the definition of a “separate account” under the federal securities laws.
We are the legal owner of the assets in the Variable Life Account. The
obligations to Policy Owners and beneficiaries arising under the Policies are general corporate obligations of Minnesota Life and thus Our general assets back the Policies. The Minnesota law under which the Variable Life Account was
established provides that the assets of the Variable Life Account shall not be chargeable with liabilities arising out of any other business which We may conduct, but shall be held and applied exclusively to the benefit of the holders of those variable life insurance policies for which the separate account was
established. The investment performance of the Variable Life Account is entirely independent of both the investment performance of Our General Account and of any other separate account which We may
have established or may later establish.
The Variable Life Account currently has multiple sub-accounts to which You
may allocate Premiums. Each sub-account invests in shares of a corresponding Portfolio of the Funds.
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The Funds
The name of each of the Portfolios, fund type and investment objectives, the investment adviser and/or
sub-adviser, current expenses and performance information may be found in Appendix A. Prospectuses for the Portfolios contain more detailed information about each Portfolio, including discussion of the
Portfolio’s investment techniques and risks associated with its investments. Please contact Our Designated Service Provider by calling
1-800-886-1190 to request a copy of any fund prospectus or reports. You should carefully read the prospectuses for the
Portfolios before investing in the Policy.
Voting Rights
We will vote the Fund shares held in the various sub-accounts of the Variable
Life Account at regular and special shareholder meetings of the Funds in accordance with Your instructions. If, however, the 1940 Act or any regulation thereunder should change and We determine that it is permissible to vote the Fund shares in Our own right, We may elect to do so. The number of votes as to which You have the right to
instruct will be determined by dividing Your Policy’s Actual Cash Value in a sub-account by the net asset value per share of the corresponding Fund Portfolio. Fractional shares will be counted. The number of
votes as to which You have the right to instruct will be determined as of the date coincident with the date established by the Funds for determining shareholders eligible to vote at the meeting of the Funds.
Voting instructions will be solicited in writing prior to such meeting in accordance with procedures established by the Funds. We will vote Fund shares held by the Variable Life Account as to which no
instructions are received in proportion to the voting instructions which are received from Policy Owners with respect to all Policies participating in the Variable Life Account. As a result of proportional voting, the vote of a small number of Policy Owners could determine the outcome of a proposal subject to
shareholder vote. Each Policy Owner having a voting interest will receive proxy material, reports and other material relating to the Funds.
We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that shares be voted so as to cause a change in subclassification or investment policies of the Funds or approve or disapprove an investment advisory contract of the Funds. In
addition, We may disregard voting instructions in favor of changes in the investment policies or the investment advisers of the Funds if We reasonably disapprove of such changes. A change would be
disapproved only
●
if the proposed change is contrary to state law or disapproved by state
regulatory authorities on a determination that the change would be detrimental to the interests of Policy Owners; or
●
if We determined that the change would be inconsistent with the investment
objectives of the Funds or would result in the purchase of securities for the Funds which vary from the general quality and nature of investments and investment techniques utilized by other separate accounts
created by Us or any of Our affiliates which have similar investment objectives.
In the event that we disregard voting instructions, a summary of that action and the reason for such action will be included in your next annual report or through a special notice.
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Charges
Policy Charges
Premium Charges. From base and Non-Repeating Premiums, We deduct a Premium
charge not to exceed 5.75 percent of each Premium. Non-Repeating Premiums are currently subject to a Premium charge of 3 percent. See “Policy Premiums,” and the “Transaction Fees Table” under “Fee Tables.” This charge is designed to cover sales commissions in early Policy Years and other charges related to
Premiums in later Policy Years, such as administrative expenses and taxes.
Cash Value Charges. We assess against Your cash value (1) a monthly policy charge, (2) a policy issue charge, (3) a cost of insurance charge, (4) a cash extra charge, (5) certain transaction charges, and (6) a surrender charge.
(1)
The monthly policy charge will not exceed $15.00 plus $0.03 per $1,000 of face amount.
This charge is to cover certain administrative expenses, including those attributable to the records We create and maintain for Your Policy.
(2)
The policy issue charge is shown in the schedule on page 1 of the Policy and applies
for the first ten years of the Policy following issue and policy adjustments that result in an increase in Base Premium or net amount at risk. The minimum guaranteed monthly charge is $0.08 per $1,000 of
face amount and the maximum guaranteed monthly charge is $2.80 per $1,000 of face amount. This charge is to recover the expense of issuing, underwriting and
distributing the Policy.
(3)
The cost of insurance charge is calculated by multiplying the net amount at risk under
Your Policy by a rate which varies with the age, gender and risk class of each insured. We occasionally review the adequacy of Our cost of insurance rates and may adjust those charges
prospectively depending upon Our expectations about Our future mortality and expense
experience, lapse rates, taxes, investment earnings and profit considerations. The minimum guaranteed monthly charge is $0.00 per $1,000 of net amount at risk and the maximum guaranteed
monthly charge is $83.33 per $1,000 of net amount at risk. The net amount at risk varies with investment performance, payment of Premiums and policy charges. The rate
will not exceed the rate shown in the Maximum Monthly Cost of Insurance Rates table on page 1 of the Policy. This charge compensates Us for providing the death benefit under this Policy.
(4)
The cash extra charge is a monthly charge which compensates Us for providing the death
benefit when certain mortality risks exceed the standard. The minimum guaranteed monthly
charge is $0.00 per $1,000 of net amount at risk and the maximum guaranteed monthly charge is $76.00 per $1,000 of net amount at risk. If there is one, the cash extra charge will be shown on
page 1 of Your Policy.
(5)
Transaction Charges:
(a)
A policy adjustment transaction charge of $95 is charged at every policy adjustment.
This charge is for expenses associated with processing a policy adjustment. See “Policy Adjustments.” If an adjustment results in an increase in Base Premium, face amount or net
amount at risk, there will also be a new policy issue charge. See “Cash Value Charges.” Currently, no policy adjustment transaction charge is assessed.
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(b)
A partial surrender transaction charge of the lesser of $25 or 2 percent of the amount of the partial surrender is charged at a partial
surrender. This charge is for expenses associated with processing a partial surrender. Currently, no partial surrender transaction charge is assessed.
(c)
A transfer transaction charge of no more than $25 is charged for each transfer of cash value among the guaranteed interest
account and the sub-accounts of the separate account. This charge is for expenses associated with processing a transfer. Currently, no transfer transaction charge is assessed.
(6)
A surrender charge is shown in the schedule on page 1 of the Policy and applies for
the first ten years of the Policy following issue and policy adjustments that result in an increase in Base Premium or net amount at risk. The maximum surrender charge is the sum of all monthly Policy Issue
Charges, remaining unpaid from the time of surrender or termination to the end of the applicable ten year period. This amount will not be adjusted for present value.
This charge is to recover any policy issue charges that have not yet been assessed.
We assess the monthly policy charge, policy issue charge, cost of insurance charge and cash extra charge against Your cash value monthly on the monthly policy anniversary and on the occurrence of the Second
death, policy surrender, or policy termination. Transaction charges for a policy adjustment, a partial surrender or a transfer are assessed against Your cash value at the time of a policy adjustment, a partial surrender or a transfer. Transaction charges for a transfer are assessed against the amount transferred. A surrender charge is assessed against the cash value when the policy is surrendered or terminates.
Ordinarily, We assess charges against the cash value of the guaranteed interest account and the cash
value of the separate account on a Pro-rata basis and from each sub-account in the separate account on a Pro-rata basis. However, if agreed to by Us, You may provide written instructions directing the monthly policy charge, the policy issue charge, the cost of insurance charge and the cash extra charge be assessed against the guaranteed interest account or the sub-account(s) that You specify. If You have a policy with the Enhanced Guarantee Choice Agreement, We will assess all monthly charges on a Pro-rata basis.
Separate Account Charges. We assess a mortality and expense risk charge
directly against the assets held in the Variable Life Account. The mortality and expense risk charge compensates Us for assuming the risks that cost of insurance charges will be insufficient to cover actual mortality experience and that the other charges will not cover Our expenses in connection with the Policy. We deduct the mortality
and expense risk charge from Variable Life Account assets on each Valuation Date at an annual rate of .50 percent of the average daily net assets of the Variable Life Account.
Charges for Additional
Benefits. We assess monthly charges for supplemental insurance benefits You add
to your Policy by Agreement. Charges for the Agreements are described in the “Periodic Charges Other Than Investment Option Operating Expenses” table in the
“Fee Tables” section of this prospectus.
Compensation Paid for the
Sale of the Policies
Securian Financial Services, Inc. (“Securian Financial”), whose address is 400 Robert Street North, St. Paul, Minnesota 55101-2098, is a registered broker-dealer under the Securities Exchange Act of 1934 and a member of the
Financial Industry Regulatory Authority. Securian Financial was incorporated in 1984 under the laws of the state of Minnesota. Securian Financial, an affiliate of
Minnesota Life, is the principal underwriter of the Policies.
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On August 9, 2023, Securian Financial
closed on the previously announced sale of its retail wealth management business to Cetera Financial Group, Inc. Upon the closing of the transaction, the substantial majority of registered representatives of Securian Financial, each of whom was also an
insurance agent of Minnesota Life, became registered representatives of Cetera Advisor Networks LLC (“Cetera Advisor Networks”). Prior to the closing of the transaction, Securian Financial and other authorized broker-dealers sold Policies through their registered representatives, each of whom was also an insurance agent appointed by Minnesota Life. As of August 10, 2023, the Policies are not available
through Securian Financial registered representatives and are only available through other authorized broker-dealers, including Cetera Advisor Networks, through their registered representatives who are
also insurance agents appointed by Minnesota Life.
Commissions for the sale of Policies by broker-dealers other than Securian
Financial are paid directly to such broker-dealers by Minnesota Life, in all cases as agent for Securian Financial, and as authorized by the broker-dealers. The amount of commission received by an individual registered representative in
connection with the sale of a Policy is determined by his or her broker-dealer.
In the case of Policies sold by registered representatives of Securian Financial prior to August 10, 2023, commissions were paid directly to such registered representatives by Minnesota Life as agent for
Securian Financial. Minnesota Life also paid compensation as agent for Securian Financial to general agents of Minnesota Life who were also Securian Financial registered representatives. The commissions
and compensation described in this section, and the payments to broker-dealers described below, do not result in charges to the Policy that are in addition to the Policy Charges described elsewhere in this
prospectus.
Payments to Registered Representatives of Securian Financial. As stated above, as
of August 10, 2023, the Policies are not available through Securian Financial registered representatives and are only available through other authorized broker-dealers. Commissions to registered representatives of
Securian Financial on the sale of Policies included: up to 62.1 percent of gross Premium in the first Policy Year; up to 2.2 percent of the gross Premium in Policy Years two through ten; up to 1.6 percent in Policy Years thereafter; and 0 percent of Non-Repeating Premiums. The commission applied to the
portion of the annual Base Premium necessary for an original issue whole life plan of insurance under the Cash Option. On Premiums received in excess of that amount We will pay commissions up to 2.7
percent in the first Policy Year; up to 2.2 percent of the gross Premium in Policy Years two through ten; and up to 1.6 percent thereafter.
In addition, based uniformly on the sales of insurance policies by registered representatives of Securian Financial, We and Securian Financial awarded credits which allowed those registered representatives
who were responsible for sales of the Policies to attend conventions and other meetings sponsored by Us or Our affiliates for the purpose of promoting the sale of insurance and/or investment products offered by Us and Our affiliates. Such credits also covered the registered representatives’ transportation, hotel accommodations, meals, registration fees and the like. We also paid qualifying Securian Financial
registered representatives additional amounts based upon their production and the persistency of life insurance and annuity business placed with Us. Finally, qualifying registered representatives of Securian Financial were also eligible for financing arrangements, insurance benefits, and other benefits based on their contract with Us.
We made additional payments for sales of the Policies to general agents who
manage registered representatives. Payments to general agents varied and depended on many factors including the commissions and amount of proprietary products sold by registered representatives supervised by the
general agent. General Agents may also have been eligible for insurance benefits, other cash benefits, and non-cash compensation such as conventions and other meetings.
Page 15
Payments to
Broker-Dealers. As of August 10, 2023, the Policies are only available for sale through other authorized broker-dealers. As stated above, after such date, We pay compensation for the sale of
the Policies by unaffiliated broker-dealers to such broker-dealers. The compensation that We pay to such broker-dealers for the sale of the Polices is generally not expected to exceed, on a present value basis, the aggregate amount of compensation that We paid with respect to sales made by registered representatives
previously registered with Securian Financial. Unaffiliated broker-dealers pay their sales representatives all or a portion of the commissions received for their sales of the Policy.
All of the compensation described here, and other compensation
or benefits provided by Minnesota Life or Our affiliates, may be more or less than the overall compensation on similar or other products. The amount and/or structure of the compensation may influence Your registered representative,
broker-dealer or selling institution to present this Policy over other investment alternatives. However, the differences in compensation may also reflect differences in sales effort or ongoing customer services expected of the registered representative or the broker-dealer. You may ask Your registered
representative about these differences and how he or she and his or her broker-dealer are compensated for selling the Policies.
Portfolio Company Charges
Portfolio company charges and expenses are paid out of the assets of the
Portfolio Companies and are described in the prospectuses for those companies.
Payments Made by Underlying Mutual Funds
We pay the costs of selling Policies, some of which are described in more detail elsewhere in this
Prospectus, which benefits the underlying mutual Funds by providing increased distribution of the shares of such Funds. The underlying mutual Funds, or their investment advisers or principal
underwriters, may pay Us (or Our affiliates) a fee for the purpose of reimbursing Us for the costs of certain distribution or operational services that We provide and that benefit the Funds. Payments from
an underlying Fund that relate to distribution services are made pursuant to the Fund’s 12b-1 plan, under which the payments are deducted from the Fund’s assets and described in the fee table included in the Fund’s prospectus. 12b-1 payments from underlying Funds are 0.25 percent of Fund assets held in the Variable Life Account.
In addition, payments may be made pursuant to service/administration
agreements between Us (or Our affiliates) and the underlying mutual fund’s investment adviser (or Our affiliates), in which case payments are typically made from assets of that firm and not from the assets of the fund. These
payments, which are sometimes known as revenue sharing, are in addition to the 12b-1 fees and those other fees and expenses incurred by a Fund and disclosed in its prospectus fee table. Service and
administrative payments are paid to Us or Our affiliates for such things as Our aggregation of all Policy Owner purchase, redemption, and transfer requests within the sub-accounts of the Variable Life Account
each business day and the submission of one net purchase/redemption request to each underlying mutual fund. When the Variable Life Account aggregates such transactions through the Variable Life
Account’s omnibus account with an underlying mutual fund, the Fund avoids the expenses associated with processing individual transactions. Because Funds selected for inclusion in the Policy may also
benefit from expanded marketing opportunities as a result of such inclusion, a Fund’s investment adviser (or its affiliates) may have an incentive to make such payments regardless of other benefits the Fund may derive from services performed by Us. Service and administrative payments received by Us or
Our affiliates range in amount from 0 percent to 0.35 percent of Fund assets held in the Variable Life Account.
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We took into consideration anticipated
payments from underlying mutual Funds and their investment advisers (or the advisers’ affiliates) when We determined the charges that are assessed under the
Policy. Without these payments, certain Policy charges would likely be higher than they are currently. All of the underlying mutual Funds offered in the Policy currently pay 12b-1 fees to Us, and some but not all of
such Funds’ investment advisers (or the advisers’ affiliates) currently pay service or administrative fees to Us. We also took these payments into consideration when We determined the amount of any Asset
Credit that We pay. See “Actual Cash Value — Discussion of Asset Credit.”
We consider profitability when determining the charges in the Policy. In early Policy Years, We do not
anticipate earning a profit, since that is a time when administrative and distribution expenses are typically higher. We do, however, anticipate earning a profit in later Policy Years. In general, Our profit will be greater the longer a Policy is held and the greater a Policy’s investment return.
General Description of the Policy
Adjustable Life Insurance
This Policy pays a death benefit at the death of the second to die of two named insureds. This Policy, like conventional adjustable life insurance, permits You to determine the amount of life insurance protection You need and the amount of money You plan to pay. Based on Your selection of the
Premium, face amount and death benefit option, We will calculate the guaranteed plan of insurance.
Generally speaking, as long as Premiums are paid as planned, a plan of insurance refers to the period during which insurance is guaranteed and the period during which You have planned to pay Premiums. In defining the guaranteed plan of insurance, We use certain
assumptions for mortality, expenses and investment returns. The
tabular value represents what the Policy Value would be if the actual experience of the Policy were to match exactly with the mortality, expense and investment return assumptions used in calculating the guaranteed plan of insurance. Thus, adjustable life allows You the
flexibility to customize a Policy to meet Your needs. Theoretically, each Policy can be unique because of the different combinations of ages, amount of life insurance protection and Premium. In addition,
adjustable life is designed to adapt to Your changing needs and objectives by allowing You to change Your Policy after issue. You may adjust the face amount and Premium level, and thus the plan of insurance,
subject to the limitations described herein, so long as the Policy remains in force.
Flexibility. Subject to certain minimums, maximums and Our underwriting
standards, You may choose any level of Premium or death benefit that You wish. This flexibility results in a broad range of plans of insurance.
Whole life plans of insurance provide life insurance in an amount at least
equal to the face amount at the second death whenever that occurs. Premiums may be payable for a specified number of years or until the second death.
Protection plans of insurance provide life insurance in an amount at least
equal to the face amount for a specified period, with Premiums payable for the same specified period.
The larger the Premium You pay, the larger the Policy Values You may expect to be available for
investment in the Fund Portfolios. Under the Policy, the highest Premium permitted at the time of issue, for a specific death benefit, is one which will provide a fully Paid-Up Policy after the payment of ten annual Base Premium payments. A Policy becomes Paid-Up when its Policy Value is such that no further
Premiums are required to provide the death benefit until the second death, provided there is no policy indebtedness.
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Examples of whole life plans include
Policies which become Paid-Up upon the payment of a designated number of annual Premiums, such as ten pay life or twenty pay life. If You select a Premium level for a
specific face amount which would cause the Policy to become Paid-Up at other than a policy anniversary, You will be required to pay Premiums until the policy anniversary immediately following the date the
Policy is scheduled to become Paid-Up.
Your Policy may contain the Enhanced Guarantee Choice Agreement which
provides for an improved guaranteed plan of insurance if You elect to participate in an Acceptable Allocation Program (AAP). For whole life plans of insurance, an improved guaranteed plan of insurance means that Premiums are
required for a shorter period of time; for protection plans of insurance, an improved guaranteed plan of insurance means that the specified period of coverage will be longer. For each AAP, We will choose a
specific group of sub-accounts and determine the proportion of all transactions that will be allocated to each of those sub-accounts. You will have several AAPs from which to choose. In order to preserve the
chosen proportion, You must agree to certain limitations regarding the allocation of Premiums, transfers of Policy Values, allocation of partial surrenders, allocation of policy loans, and allocation of monthly charges described elsewhere in this prospectus. From time to time We may change the AAPs which We
offer.
The lowest annual Base Premium allowed for any plan of insurance is $600.
Subject to this limitation, the lowest Premium You may choose for any specific amount of life insurance protection is a Premium which will provide a death benefit for a period of ten years from the policy
date.
The minimum initial face amount on a Policy is $200,000.
Policy Adjustments
Adjustable life insurance policies allow You to change the Premium, face
amount or the death benefit option of the Policy after it is issued.
Subject to the limitations described more fully below, You can at any time change the face amount, the death benefit option or Your Premium.
Any of those changes will usually result in a change in the plan of insurance. Depending upon the change You request, the Premium paying period or the guaranteed period of coverage may be lengthened or
shortened.
Changes in Premium, face amount or the death benefit option are referred to
as policy adjustments. A partial surrender of a Policy’s cash value, an adjustment so that there are no further Base Premiums, a change in underwriting classification or any change requiring evidence of insurability are also policy
adjustments. All adjustments may be made singly or in combination with another.
If You add or remove the Enhanced Guarantee Choice Agreement or change to another AAP, We will
adjust the policy. (The Enhanced Guarantee Choice Agreement is no longer available for purchase.) The face amount and Premium of the policy will remain unchanged, but the resulting plan of insurance may
be different as a result of the policy adjustment.
When a Policy is adjusted, We compute the new plan of insurance, face
amount or Premium amount. If Your Policy has the Cash Option and a partial surrender of account value is made, the Policy will be automatically adjusted to a new face amount which will be equal to the old face amount less the amount
of the partial surrender. You may also adjust Your Policy so that the Base Premium is zero. An adjustment providing for no further Base Premium is also referred to as a “stop Premium” mode and is described in “Non-Payment of Premiums and Termination” under “Policy Premiums.” Certain adjustments may cause a Policy to become a modified endowment contract. See “Federal Tax Status” for a description of the federal tax treatment of modified endowment contracts.
Page 18
In computing a new
plan of insurance as a result of an adjustment, We will make the calculation on the basis of the higher of the Policy’s “tabular
value” or 75 percent of the Policy’s “Policy Value” at the time of the change. The “Policy Value” is the account value of the Policy plus the amount of any policy
loan, while the “tabular value” is the value underlying the guaranteed plan of insurance. If 75 percent of the Policy Value is higher than the tabular
value, a policy adjustment will translate the excess value into an improved plan of insurance. If 75 percent of the Policy Value is less than the tabular value,
using the tabular value ensures that the Policy’s guarantee of a minimum death benefit is not impaired by the adjustment.
Any adjustment will result in a redetermination of a Policy’s tabular value. After adjustment, the tabular value shall be equal to the greater of 75 percent of the Policy Value or the tabular value prior to that adjustment, plus any Non-Repeating Premium paid at the time of the adjustment and minus the amount
of any partial surrender made at the time of the adjustment. For any policy adjustment on a policy with the Enhanced Guarantee Choice Agreement, We will calculate a new plan of insurance on the basis of
the greater of the tabular value or 80 percent of the Policy Value. After the adjustment, the new tabular value will equal the greater of 80 percent of the Policy Value or the old tabular value.
On adjustment, You may request a new Policy face amount. In the absence of Your instructions, We will
calculate the face amount after adjustment depending on the Policy’s death benefit option and the type of adjustment. If the Policy has the Cash Option, We will reduce the face amount by the amount of any
partial surrender. With the Protection Option, We will not reduce the face amount, but the death benefit will be reduced by the amount of the partial surrender.
All of these changes may be accomplished under a single Policy. There is no
need to surrender the Policy or purchase a new one simply because of a change in Your insurance needs. Whenever adjustments are made, new policy information pages will be provided. These pages state the new face amount, death
benefit option, Premium, plan of insurance and attained ages of both insureds.
Adjustments can be made on any monthly anniversary of the policy date; only one adjustment may be
made each month. You may request a policy adjustment by completing an application for adjustment. We will process Your application for adjustment only within 30 days of the effective date of the change. Any adjustment will be effective on the date that it is approved by Us and recorded by Our Designated
Service Provider.
Restrictions on Adjustments. An adjustment must satisfy certain limitations on Premiums, face amount and plan of
insurance. Limitations are also designed to ensure that the Policy qualifies as life insurance for federal tax purposes. Other limitations on adjustments and
combinations of adjustments may also apply. The current limits on
adjustments are those described here. We reserve the right to change these limitations from time to time.
(1)
Any adjustment for a change of Premium must result in a change of the annual
Premium of at least $300.
(2)
Any Policy adjustment, other than a change to a stop Premium, must result in a
Policy with an annual Base Premium of at least $600.
(3)
Any adjustment for a change of the face amount must result in a change of the face
amount of at least $50,000, except for a partial surrender.
(4)
An adjustment may not result in more than a Paid-Up whole life plan for the
current face amount.
(5)
Any adjustment involving an increase in Premium may not result in a whole life
plan of insurance requiring the payment of Premiums for less than ten years.
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(6)
After an adjustment involving an increase in Premium or net amount of risk, the
Policy must provide insurance to the next policy anniversary at or after ten years from the date of adjustment.
(7)
An adjustment to stop Premium requires that a Policy have an account value at the
time of the adjustment sufficient to keep the Policy in force until the next policy anniversary, unless the next anniversary is less than four months following the adjustment date. In that case there must be
sufficient account value to keep the Policy in force until the second anniversary following the adjustment date.
(8)
After any adjustment, other than those described in (6) and (7), the Policy must
provide insurance to the later of: (a) the anniversary at or following four months from the date of adjustment; (b) ten years from the policy date; or (c) the anniversary at or following ten years
from the last adjustment that resulted in an increase in either the Base Premium or net amount at risk.
(9)
No adjustments may be made during the first Policy Year.
Proof of Insurability. We require proof
of insurability for all adjustments resulting in an increase in death benefit. In addition, except for partial surrenders to pay Premiums on any benefits and riders, We
require proof of insurability for partial surrenders where, at the request of the Policy Owner, no reduction is made in the Policy’s death benefit. Decreases in face amount or Premium and increases in Premium not resulting in any increase in death benefit do not require evidence of insurability. We may
require evidence of insurability when a Non-Repeating Premium is paid if the death benefit of Your Policy increases as a result of the payment of a Non-Repeating Premium.
We may also require evidence of insurability to change
underwriting classification or to add additional benefits.
Charges in Connection with Policy
Adjustments. In connection with a policy adjustment, We will make a $95 charge
to cover the administrative costs associated with processing the adjustment. If, however, the only policy adjustment is a partial surrender, the transaction charge
shall be the lesser of $25 or 2 percent of the amount surrendered. Currently, neither the policy adjustment charge or partial surrender transaction charges are assessed. In addition, because of the underwriting and selling
expenses anticipated for any change resulting in an increase in Premium or net amount at risk, We will assess a policy issue charge for an adjustment. See “Policy Charges.”
The chart below illustrates the effect of certain policy
adjustments:
| Adjustment |
Effect |
| Decrease the face amount and keep Premiums the same |
The guaranteed period of coverage will generally be longer |
| OR |
OR |
| Keep the face amount the same and increase Premiums |
The Premium paying period will generally be shorter |
| OR |
|
| Keep the face amount and Premiums the same, and switch from the Protection Option to the Cash Option |
|
| Increase the face amount and keep Premiums the same |
The guaranteed period of coverage will generally be shorter |
| OR |
OR |
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| Adjustment |
Effect |
| Keep the face amount the same and decrease Premiums |
The Premium payment period will generally be longer |
| OR |
|
| Keep the face amount and Premiums the same, and switch from the Cash Option to the Protection Option |
|
Applications and Policy Issue
This Policy is no longer issued after December 31, 2013. The following
discussion is a summary of Our procedures for issuing the Policy and is provided for the Policyowner’s reference. Persons wishing to purchase a Policy must send a completed application to Us at Our home office. The minimum face
amount We will issue on a Policy is $200,000 and We require an annual Base Premium on each Policy of at least $600. The minimum plan of insurance at policy issue is a protection plan of insurance which has a level face amount for a period of ten years. Both insureds must be between age 20 and age 90 inclusive when the policy is issued. Before issuing any Policy, We require evidence of insurability on both insureds satisfactory to Us, which in some cases will require a medical examination. Persons who present a lower mortality risk are offered the most favorable Premium rates, while a higher Premium is charged to
persons with a greater mortality risk. Acceptance of an application is subject to Our underwriting rules and We reserve the right to reject an application for any reason.
If We accept an application, accompanied by a check for all or at
least one-twelfth of the annual Premium, the policy date will be the issue date, which is the date the decision to accept the application and issue the Policy is made. We will use the policy date to determine subsequent policy anniversaries
and Premium due dates.
If We accept an application not accompanied by a check for the initial
Premium, a Policy will be issued with a policy date which is 28 days after the issue date. We have determined 28 days to be the normal time during which delivery of the Policy is expected to occur. No life insurance coverage is provided until the initial Premium is paid. If the initial Premium is paid after the policy date (and the policy date is not changed as described below), You will have paid for insurance coverage during a period when no
coverage was in force. Therefore, in such circumstance You should consider requesting a current policy date, i.e., the date on which Our home office receives the Premium. You will be sent updated policy pages to reflect the change in policy date. This request should be made at or prior to the time You pay the initial Premium.
In certain circumstances it may be to Your advantage to have the policy date
be the same as the issue date in order to preserve an issue age on which Premium rates are based. In that case, all Premiums due between the issue date and the date of delivery of the Policy must be paid on delivery.
When the Policy is issued, the face amount, Premium, and a listing of any additional benefits are stated on the policy information pages of the policy form, page 1.
1035 Exchanges or Replacements
If You are considering the purchase of this Policy with the proceeds of another life insurance policy, also referred to as a “Section 1035 Exchange” or “Replacement”, it may or may not be advantageous to replace Your existing policy with this Policy. You should compare both policies carefully. You may have to pay surrender charges on Your old policy and there is a surrender charge period for this Policy. In
addition, the charges for this Policy may be higher (or lower) and the benefits or investment options may be different from Your old policy. You should not exchange another policy for this one unless You
Page 21
determine, after knowing all of the
facts, that the exchange is in Your best interest. For additional information regarding the tax impact in Section 1035 Exchanges, see “Federal Tax Status —
Other Transactions.”
Ownership Rights
As the Policy Owner, You can exercise all the rights under the Policy,
including the right to change the Owner, the Beneficiary and to make other policy changes.
Material Policy Variations by State
There are no material Policy variations by state.
Transfers
The Policy allows for transfers of the Cash Value between the guaranteed interest account and the
Variable Life Account or among the sub-accounts of the Variable Life Account. You may request a transfer at any time while the Policy remains in force or You may arrange in advance for systematic
transfers; systematic transfers are transfers of specified dollar amounts or percentages to be made periodically among the sub-accounts and the guaranteed interest account. One type of systematic
transfer is known as an automatic portfolio rebalancing (“APR”). Following Your written instructions as to the percentage of Your Cash Value You wish to have in each of Your sub-accounts, We will transfer
amounts to and from those sub-accounts to achieve the percentages You desire.
We reserve the right to limit the amount to be transferred to or from a sub-account or the guaranteed interest account to at least $250. If the Cash Value in an account is
less than $250, the entire Cash Value attributable to that sub-account or the guaranteed interest account must be transferred. If a transfer would reduce the Cash Value in the sub-account from which the transfer is to be made to less than $250, We reserve the right to include that remaining sub-account Cash Value in the
amount transferred. We will make the transfer on the basis of sub-account unit values as of the end of the Valuation Period during which Your written or telephone request is received by Our Designated
Service Provider. A transfer is subject to a transaction charge, not to exceed $25, for each transfer of Cash Value among the sub-accounts and the guaranteed interest account. Currently, there is no charge
for transfers.
If You have a policy with the Enhanced Guarantee Choice Agreement, We will
automatically rebalance Your sub-accounts quarterly. No other transfers will be permitted.
Your instructions for transfer may be made in writing or You, or Your agent if authorized by You, may
make such changes by telephone. To do so, You may call Us at 1-800-886-1190 between the hours of 8:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday, excluding
holidays observed, Our Designated Service Provider’s regular business hours. Policy Owners may also submit their requests for transfer, surrender or other transactions to Us by facsimile (FAX) transmission at
1-844-466-9225.
Transfers made pursuant to a telephone call or through the internet are subject to the same conditions
and procedures as would apply to written transfer requests. During periods of marked economic or market changes, You may have difficulty due to a heavy volume of telephone calls or internet activity. In such a circumstance, You should consider submitting a written transfer request while continuing to
attempt a telephone or internet transaction. We reserve the right to restrict the frequency of, or otherwise modify, condition, terminate or impose charges upon, telephone or internet transfer
privileges. For more information on telephone or internet transactions, contact Our Designated Service Provider.
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With all telephone or internet
transactions, We will employ reasonable procedures to satisfy ourselves that instructions received from Policy Owners are genuine and, to the extent that We do not, We
may be liable for any losses due to unauthorized or fraudulent instructions. We require Policy Owners to identify themselves through policy numbers, social security numbers and such other information We
deem reasonable. We record telephone transfer instruction conversations and We provide the Policy Owners with a written confirmation of the telephone or internet transfer.
We reserve the right to restrict the dollar amount of any
transfer to or from the guaranteed interest account. In addition, transfers to or from the guaranteed interest account may be limited to one such transfer per Policy Year.
Transfers to or from the guaranteed interest account may be made by a written
or telephone request or through the internet. Your request must be received by Our Designated Service Provider or postmarked in the 30-day period before or after the last day of the Policy Year. Currently We do not impose this time restriction. Written requests for transfers which meet these conditions will be effective after We approve them and they have been recorded by Our Designated Service Provider.
General Account
The guaranteed interest account is a general account option. You may allocate net Premiums and may
transfer Your Actual Cash Value subject to Policy limitations to the guaranteed interest account.
Because of exemptive and exclusionary provisions, interests in Our general account have not been
registered under the Securities Act of 1933, and the general account has not been registered as an investment company under the 1940 Act. Disclosures regarding the guaranteed interest account may,
however, be subject to certain generally applicable provisions of the Federal Securities Laws relating to the accuracy and completeness of statements made in prospectuses.
This prospectus describes a Variable Adjustable Life insurance policy
and is generally intended to serve as a disclosure document only for the aspects of the Policy relating to the sub-accounts of the Variable Life Account. For more details regarding the guaranteed interest account, please see the Variable
Adjustable Life Policy.
General Account Description. Our general account consists of all assets owned by Us other than those in the Variable Life
Account and any other separate accounts which We may establish. The guaranteed interest account is that portion of Our general assets which is attributable to this
Policy and policies of this class, exclusive of policy loans. The description is for accounting purposes only and does not represent a division of the general account assets for the specific benefit of contracts of this class.
Allocations to the guaranteed interest account become part of Our general assets and are used to support insurance and annuity obligations. Subject to applicable law, We have sole discretion over the
investment of assets of the general account. The general account is not segregated or insulated from the claims of insurance company creditors. Investors look to the financial strength of the insurance
company for its insurance guarantees. Guarantees provided by the insurance company as to the benefits promised in the contract are subject to the claims paying ability of the insurance company and are
subject to the risk that the insurance company may default on its obligations under those guarantees. Policy Owners do not share in the actual investment experience of the assets in the general account.
You may allocate or transfer a portion or all of the net Premiums to accumulate at a fixed rate of interest in the guaranteed interest account. We guarantee such amounts as to principal and a minimum rate of
interest. Transfers to and from the guaranteed interest account to the sub-accounts of the Variable Life Account are subject to certain limitations with respect to timing and amount.
Page 23
General Account
Value. We bear the full investment risk for amounts allocated to the guaranteed
interest account. We guarantee that interest credited to each Policy Owner’s Actual Cash Value in the guaranteed interest account will not be less than an annual rate of 3 percent without regard to the actual investment experience of the general account.
We may, at Our sole discretion, credit a higher rate of interest,
“excess interest,” although We are not obligated to credit interest in excess of 3 percent per year, and may not do so. Any interest credited on the Policy’s Actual Cash Value in the guaranteed interest account in excess of the guaranteed minimum rate per year will be determined at Our sole discretion. You assume the risk that interest credited may not exceed the guaranteed minimum rate.
Even if excess interest is credited to Your Actual Cash Value in the
guaranteed interest account, We will not credit excess interest to that portion of the Policy Value which is in the Loan Account in the general account. However, such Loan Account will be credited interest at a rate which is not less than the policy loan interest rate minus 1 percent per year.
Separate Account Changes
We reserve the right to add, combine or remove any sub-accounts of the
Variable Life Account when permitted by law. Each additional sub-account will purchase shares in a new portfolio or mutual fund. Such sub-accounts may be established when, in Our sole discretion, marketing, tax, investment or other
conditions warrant such action. We will use similar considerations should there be a determination to eliminate one or more of the sub-accounts of the Variable Life Account. The addition of any investment
option will be made available to existing Policy Owners on such basis as may be determined by Us.
We retain the right, subject to any applicable law, to make substitutions with respect to the investments of the sub-accounts of the Variable Life Account. If investment in a Fund Portfolio should no longer be possible or if We determine it becomes inappropriate for Policies of this class, We may substitute another mutual fund or portfolio for a sub-account. Substitution may be made with respect to existing Policy
Values and future Premium payments. A substitution may be made only with any necessary approval of the SEC.
We reserve the right to transfer assets of the Variable Life Account as
determined by Us to be associated with the Policies to another separate account. A transfer of this kind may require the approvals of state regulatory authorities and of the SEC.
We also reserve the right, when permitted by law, to de-register the
Variable Life Account under the 1940 Act, to restrict or eliminate any voting rights of the Policy Owners, and to combine the Variable Life Account with one or more of Our other separate accounts.
The Funds serve as the underlying investment medium for amounts
invested in life insurance company separate accounts funding both variable life insurance policies and variable annuity contracts as the investment medium for such policies and contracts issued by Minnesota Life and other affiliated and
unaffiliated life insurance companies, and as the investment medium when used by both a life insurance company to fund its policies or contracts and a participating qualified plan to fund plan benefits. It is possible that there may be circumstances where it is disadvantageous for either: (i) the owners of
variable life insurance policies and variable annuity contracts to invest in one of the Funds at the same time, or (ii) the owners of such policies and contracts issued by different life insurance companies to invest in one of the Funds at the same time or (iii) participating qualified plans to invest in shares of one of the Funds at the same time as one or more life insurance companies. Neither the Funds nor
Minnesota Life currently foresees any disadvantage, but if one of the Funds determines that there is any such disadvantage due to a material conflict of interest between such Policy Owners and contract
Page 24
owners, or between different life
insurance companies, or between participating qualified plans and one or more life insurance companies, or for any other reason, one of the Funds’ Board of
Directors will notify the life insurance companies and participating qualified plans of such conflict of interest or other applicable event. In that event, the life insurance companies or participating qualified plans may be
required to sell the applicable Funds’ shares with respect to certain groups of Policy Owners or contract owners, or certain participants in participating qualified plans, in order to resolve any conflict. The life insurance companies and participating qualified plans will bear the entire cost of resolving any material conflict of interest.
Market-Timing and Disruptive Trading
This Policy is not designed to be used as a vehicle for
frequent trading (i.e., transfers) in response to short-term fluctuations in the securities markets, often referred to generally as “market-timing.” Market-timing activity and frequent trading in Your Policy can disrupt the efficient management of the
underlying portfolios and their investment strategies, dilute the value of portfolio shares held by long-term shareholders, and increase portfolio expenses (including brokerage or other trading costs) for all portfolio shareholders, including long-term Policy Owners invested in affected portfolios who do not generate such expenses. It is the policy of Minnesota Life to discourage market-timing and frequent
transfer activity, and, when Minnesota Life becomes aware of such activity, to take steps to attempt to minimize the effect of frequent trading activity in affected portfolios. You should not purchase this
Policy if You intend to engage in market-timing or frequent transfer activity.
We have developed policies and procedures to detect and deter market-timing and other frequent
transfers, and We will not knowingly accommodate or create exceptions for Policy Owners engaging in such activity. We employ various means to attempt to detect and deter market-timing or other abusive
transfers. However, Our monitoring may be unable to detect all harmful trading nor can We ensure that the underlying portfolios will not suffer disruptions or increased expenses attributable to market- timing or abusive transfers resulting from other insurance carriers which invest in the same portfolios. In
addition, because market timing can only be detected after it has occurred to some extent, Our policies to stop market-timing activity do not go into effect until after We have identified such activity.
We reserve the right to restrict the frequency of — or otherwise modify, condition or terminate — any transfer method(s). Your transfer privilege is also subject to modification if We determine, in Our sole discretion that the exercise of the transfer privilege by one or more Policy Owners is or would be to the disadvantage of other Policy Owners. Any new restriction that We would impose will apply to Your
Policy without regard to when You purchased it. We also reserve the right to implement, administer, and charge You for any fees or restrictions, including redemption fees that may be imposed by an underlying portfolio attributable to transfers in Your Policy. We will consider one or more of the following factors:
●
the dollar amount of the transfer(s);
●
whether the transfers are part of a pattern of transfers that appear designed to
take advantage of market inefficiencies;
●
whether an underlying portfolio has requested that We look into identified unusual or frequent
activity in a portfolio;
●
the number of transfers in the previous calendar quarter;
●
whether the transfers during a quarter constitute more than two “round trips” in a particular portfolio. A round trip is a purchase into a portfolio and a subsequent redemption out of the
portfolio, without regard to order.
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In the event Your transfer activity is
identified as disruptive or otherwise constitutes a pattern of market-timing, You will be notified in writing that Your transfer privileges will be restricted in the
future if the activity continues. Upon Our detecting further prohibited activity, You will be notified in writing that Your transfer privileges are limited to transfer requests delivered via regular U.S. mail only and may require Your signature. No fax, voice, internet, courier or express delivery requests will be accepted. The limitations for the transfer privileges in Your Policy will be permanent.
In addition to Our market-timing procedures, the underlying
portfolios may have their own market-timing policies and restrictions. While We reserve the right to enforce the portfolios’ policies and procedures, Policy Owners and other persons with interests under the policies should be aware that We
may not have the contractual authority or the operational capacity to apply the market-timing policies and procedures of the portfolios, except that, under SEC rules, We are required to: (1) enter into a
written agreement with each portfolio or its principal underwriter that obligates Us to provide the portfolio promptly upon request certain information about the trading activity of individual Policy
Owners, and (2) execute instructions from the portfolio to restrict or prohibit further purchases or transfers by specific Policy Owners who violate the market-timing policies established by the portfolios.
None of these limitations apply to transfers under systematic transfer programs such as Dollar Cost
Averaging or Automatic Portfolio Rebalancing.
Premiums
Policy Premiums
The Policies have a level Premium. We guarantee that We will not increase the
amount of Premiums for a Policy in force. Subject to the limitations discussed under the heading “Restrictions on Adjustments” under “Policy Adjustments,” You may choose to adjust the Policy at any time and alter the amount of future Premiums.
The initial Premium was determined based on the Policy’s initial face
amount, the death benefit option, the plan of insurance, the insured’s age at issue, gender, risk classification, tobacco use and the additional benefits associated with the Policy. All scheduled Premiums are payable on or before the date they are due and must be mailed to Our Designated Service Provider. In some cases, You may elect to
have Premiums paid under Our automatic payment plan through pre-authorized transfers from a bank checking account or such other account as Your bank approves. You may make an online payment to pay
a Premium that is due through the online servicing site at
https://EXLAdminServices.exlservice.com/customerportal. Online access to policy information and any transactional capabilities is subject to availability.
Certain policy statuses or ownership types may not be eligible for portal enrollment.
Premiums on the Policy are payable on an annual, semi-annual or quarterly
basis on the due dates set forth in the Policy. You may also pay scheduled Premiums monthly under Our automatic payment plan through pre-authorized transfers from Your account at a bank or other financial institution, or if You
meet the requirements to establish a payroll deduction plan through Your employer. A Premium may be paid no earlier than twenty days prior to the date that it is due. You may pay the Premium during the
61-day period immediately following the Premium due date. Your Premium payment, however, must be received by Our Designated Service Provider within the 61-day grace period. The insured’s life will continue to be insured during this 61-day period. If the insured dies during the 61-day period, We will deduct unpaid policy charges for that period from the death proceeds. If Premiums are paid on or before the dates they are due or within the grace period, absent any policy loans, the Policy will remain in force
Page 26
even if the investment results of the
sub-accounts have been so unfavorable that the Actual Cash Value has decreased to zero. However, should the Actual Cash Value decrease to zero while there is an outstanding policy loan the Policy will terminate, even if the Policy was Paid Up and all Premiums had
been paid.
Charges for additional benefits are deducted from Premiums to calculate Base
Premiums. From Base Premiums We deduct charges assessed against Premiums and Nonrepeating Premiums to calculate net Premiums.
Net Premiums are allocated to the guaranteed interest account or sub-accounts
of the Variable Life Account which, in turn, invest in Fund shares.
In rare circumstances, if We receive and allocate
Your Premium before its due date, Your Policy will become a modified endowment contract. See “Federal Tax Status.” If a Premium payment causes Your Policy to become a modified endowment contact, Our Designated Service Provider will notify You in writing.
You may change Your allocation instructions for future Premiums by submitting a signed, written
request to our Designated Service Provider, or by calling Our Designated Service Provider at 1-800-886-1190 between the hours of 8:00 a.m. and 5:00 p.m., Eastern time, excluding holidays
observed. Our Designated Service Provider’s regular business hours. Policy Owners may also submit their requests for allocation changes to Our Designated Service Provider by facsimile (FAX)
transmission at 1-844-466-9225. The allocation to the guaranteed interest account or to any sub-account of the Variable Life
Account must be in multiples of 1 percent of the net Premium. We reserve the right to delay the allocation of net Premiums to named sub-accounts for a period of up to
30 days after an adjustment involving an increase in Premium. If We exercise this right, We will allocate net Premiums to the money market sub-account until the end of that period. This right, which has not been implemented
to date, will be exercised by Us only when We believe economic conditions make such an allocation necessary to reduce market risk during the free look period.
We reserve the right to restrict the allocation of Premiums to the
guaranteed interest account. If We do so, no more than 25 percent of the net Premium may be allocated to the guaranteed interest account. We also reserve the right to restrict the allocation of Premiums to the guaranteed interest account if the current interest rate We credit to the guaranteed interest account equals the minimum guaranteed
interest rate.
If You have a policy with the Enhanced Guarantee Agreement or the Enhanced
Guarantee Choice Agreement, You must allocate net Premiums to the Acceptable Allocation Program that You have chosen. You may change to another Acceptable Allocation program once every three years.
Nonrepeating Premiums. The Policy also allows a Policy Owner to pay a
Premium called a Nonrepeating Premium. This payment of Premium is in addition to the planned Premiums. The payment of a Nonrepeating Premium will increase the Policy Values You have available for investment in
the Fund. The maximum Nonrepeating Premium We will accept is the amount sufficient to change Your Policy to a Paid-Up whole life policy for the face amount.
We will bill annually, semi-annually or quarterly for Nonrepeating Premiums
if a Policy has a total annual Premium of at least $2,400 and if the total annual amount billed for Nonrepeating Premiums is at least $600. You may also arrange for monthly payments through an automatic payment plan
established through Your bank; in this situation, Your base annual Premium must be at least $2,400 and each Nonrepeating Premium must be at least $50.
Page 27
We may impose additional restrictions
or refuse to permit Nonrepeating Premiums at Our discretion.
The payment of a Nonrepeating Premium may have Federal income tax consequences. See “Federal Tax Status.” If a Nonrepreating Premium payment causes Your Policy to become a modified endowment contract, We will notify You in writing.
Paid-Up Policies. A Policy is Paid Up when no
additional Premiums are required to provide the face amount of insurance for the life of the insured. We may or may not accept additional Premiums. However, the Actual Cash Value of a Paid-Up Policy
will continue to vary daily to reflect the investment experience of the Variable Life Account and any interest credited as a result of a policy loan. Once a Policy becomes Paid Up, it will always retain its Paid-Up status regardless of any subsequent
decrease in its Policy Value. However, on a Paid-Up Policy with indebtedness, where the Actual Cash Value decreases to zero, a loan repayment may be required to keep the Policy in force. See “Policy Loans.”
We will make a determination on each policy anniversary as to whether a
Policy is Paid Up. When a Policy becomes Paid Up, We will send You a notice.
Cash Value
The Policy has a Cash Value which varies with the
investment experience of the guaranteed interest account and the sub-accounts of the Variable Life Account. The Cash Value equals the value of the guaranteed interest account and the value of the sub-accounts of the Variable Life Account. It is
determined separately for the Cash Value of Your guaranteed interest account and for the Cash Value of Your separate account. The Cash Value of the separate account will include all sub-accounts of the
Variable Life Account. However, Cash Value does not include the Loan Account. See “Policy Loans.”
Unlike a traditional fixed benefit life insurance policy, a Policy’s Cash Value cannot be determined in advance, even if Premiums are paid as planned, because the Cash Value of the separate account varies
daily with the in-vestment performance of the sub-accounts. Even if You continue to pay Premiums as planned, the Cash Value of the separate account of a Policy could decline to zero because of unfavorable investment experience and the assessment of charges.
Upon request, We will tell You the Cash Value of Your Policy. We will also
send You a report each year on the policy anniversary advising You of Your Policy’s Cash Values, the face amount and the death benefit as of the date of the report. It will also summarize Policy transactions during the year. The information will be current as of a date within two months of its mailing. You may also access information regarding Your Policy’s current Cash Value through the online servicing site at
https://EXLAdminServices.exlservice.com/customerportal. Online access to policy information and any transactional capabilities is subject to availability.
Certain policy statuses or ownership types may not be eligible for portal enrollment.
The Cash Value of the guaranteed interest account is the sum of all net Premium payments allocated to
the guaranteed interest account. This amount will be increased by any interest, Asset Credits, loan repayments, policy loan interest credits and transfers into the guaranteed interest account. Asset Credits are determined using experience factors based on anticipated mortality, expenses and investment
returns. Asset Credits are not guaranteed. When We decide to provide Asset Credits under the policy, the Asset Credit will be provided once each month for such period of time as We determine in Our sole
discretion. Currently the amount credited is 1/12 of an annual percentage which varies between 0.35 percent and 0.75 percent depending on the amount of the Cash Value.
Page 28
Our decision to provide Asset Credits
under the policy depends upon a number of factors, including, but not limited to, the level of assets held in Our general account, prevailing market interest rates, and
anticipated future expenses and anticipated future revenues from variable contract operations. Our anticipated revenues from variable contract operations are derived from variable contract fees and
charges, as well as from revenues We receive from investment advisers to the underlying Funds that are investment options under the policy for providing administrative, recordkeeping and shareholder
services. Revenues from variable contract operations also include revenues that We and Our affiliates receive from the investment options under the policy, and the investment advisers or principal
underwriters of those investment options, as reimbursement for the cost of certain distribution or operational services performed for the benefit of the underlying Funds.
This amount will be reduced by any policy loans, unpaid policy
loan interest, partial surrenders, transfers into the sub-accounts of the Variable Life Account and charges assessed against the Cash Value of Your guaranteed interest account. We credit interest on the Cash Value of the guaranteed interest
account of Your Policy daily at a rate of not less than 3 percent per year, compounded annually. We guarantee this minimum rate for the life of the Policy without regard to the actual experience of the
general account. As conditions permit, We will credit additional amounts of interest to the Cash Value of the guaranteed interest account. The Cash Value of the guaranteed interest account is guaranteed by Us. It cannot be reduced by any investment experience of the general account.
We determine each portion of the Cash Value of the
separate account separately. The Cash Value of the separate account is not guaranteed. We determine the Cash Value of the separate account by multiplying the current number of sub-account units credited to a Policy by the current sub-account unit value. A
unit is a measure of Your Policy’s interest in a sub-account. The number of units credited with respect to each net Premium payment is determined by dividing the portion of the net Premium payment allocated
to each sub-account by the then current unit value for that sub-account. The number of units credited is determined as of the end of the Valuation Period during which We receive Your Premium at Our
Designated Service Provider.
Once determined, the number of units credited to Your Policy will not be
affected by changes in the unit value. However, the number of units will be increased by the allocation of subsequent net Premiums, Nonrepeating Premiums, Asset Credits, loan repayments, loan interest credits and transfers to that
sub-account. The number of units will be decreased by policy charges to the sub-account, policy loans and loan interest, transfers from that sub-account and partial surrenders from that sub-account. The
number of units will decrease to zero when the Policy is surrendered or terminated.
The unit value of a sub-account will be determined on each Valuation Date. The amount of any increase
or decrease will depend on the net investment experience of that sub-account. The value of a unit for each sub-account was originally set at $1.00 on the first Valuation Date. For any subsequent Valuation
Date, its value is equal to its value on the preceding Valuation Date multiplied by the net investment factor for that sub-account for the Valuation Period ending on the subsequent Valuation Date.
The net investment factor for a Valuation Period is: the gross investment rate for such Valuation Period, less a deduction for the mortality and expense risk charge under this Policy which is assessed at an
annual rate of .50 percent against the average daily net assets of each sub-account of the Variable Life Account. The gross investment rate is equal to:
(1)
the net asset value per share of a Fund share held in the sub-account of the
Variable Life Account determined at the end of the current Valuation Period; plus
(2)
the per share amount of any dividend or capital gain distributions by the Funds if
the “ex- dividend” date occurs during the current Valuation Period; with the sum divided by
Page 29
(3)
the net asset value per share of that Fund share held in the sub-account
determined at the end of the preceding Valuation Period.
We determine the value of the units in each sub-account on each day on which the Portfolios of the Funds are valued. The net asset value of the Funds’ shares is computed once daily, and, in the case of the Government Money Market Portfolio, after the declaration of the daily dividend, as of the primary
closing time for business on the New York Stock Exchange (as of the date hereof the primary close of trading is 3:00 p.m. (Central time), but this time may be changed) on each day, Monday through Friday,
except:
(1)
days on which changes in the value of the Funds’ portfolio securities will
not materially affect the current net asset value of the Funds’ shares,
(2)
days during which no Funds’ shares are tendered for redemption and no order
to purchase or sell the Funds’ shares is received by the Funds and
(3)
customary national business holidays on which the New York Stock Exchange is
closed for trading.
Although the Cash
Value for each Policy is determinable on a daily basis, We update Our records to reflect that value on each monthly anniversary. We also make Policy Value
determinations on the date of the Second Death and on a policy adjustment, surrender, and termination. When the Policy Value is determined, We will assess and update to the date of the transaction those charges made against and
credits to Your Cash Value, namely the monthly policy charge, the policy issue charge, the cost of insurance charge, the cash extra charge, the surrender charge (if applicable) and the Asset Credit.
Increases or decreases in Policy Values will not be uniform for all Policies but will be affected by policy transaction activity, policy charges, and the existence of policy loans.
Standard Death Benefits
Guaranteed Death Benefit. For any given
level of Premium, face amount and death benefit option, We guarantee a specific plan of insurance. The plan of insurance is the period during which insurance coverage is guaranteed and the period during which You must pay Premiums to maintain that guarantee.
These two periods are not always the same. For example, the Policy could have insurance coverage for life, with Premiums payable for 30 years. See “Adjustable Life Insurance.”
Adjustable Death Benefit. The Policy is called “Adjustable”
because it allows You the flexibility to tailor Your Policy to Your needs at issue and thereafter to change or adjust Your Policy as Your insurance needs change. Within very broad limits, including those designed to assure that the Policy qualifies as life insurance for tax purposes, You may choose the level of Premium You wish to pay, the face amount and
death benefit option that You need. Based on these three factors, We will calculate the guaranteed plan of insurance. Some limitations do apply to policy adjustments. See “Policy Adjustments.”
The maximum plan of insurance available is a whole life plan where the Policy becomes Paid Up after
the payment of ten annual Base Premiums. The minimum plan of insurance that We offer at original issue is a protection plan that provides guaranteed insurance coverage for ten years with Premiums
payable for ten years. See “Adjustable Life Insurance.” A protection plan of insurance guarantees insurance coverage and a certain Premium level, for a specified number of years, always less than for
whole life. A protection plan offers the most insurance protection with the lowest initial level of Premiums and with the least cash value.
Page 30
For any given face amount and death
benefit option, You may select a Premium that results in a plan that falls anywhere between the minimum protection plan and the maximum whole life plan. In general, the
higher the Premium You pay, the greater will be Your cash value accumulation at any given time and therefore, for whole life plans, the shorter the period during which You need to pay Premiums before
Your Policy becomes Paid Up.
Death Benefit Options
The death benefit provided by the Policy depends upon the death benefit
option You choose. You may choose one of two available death benefit options — the Cash Option or the Protection Option. If You fail to make an election, the Cash Option will be in effect. The death benefit will never be less than the minimum death benefit required under Section 7702 of the Internal Revenue Code so that the Policy
qualifies as a life insurance policy under the cash value accumulation test. Under the test, there is no limit to the amount that may be paid in premiums as long as there is enough death benefit in relation to the account value at all times. The death benefit at all times must be at least equal to an actuarially determined factor depending on the age, gender and risk class of each insured at any point in time,
multiplied by the account value.
Cash Option. Under the Cash Option, the death benefit will be the larger
of:
(a)
the face amount at the time of the second death; or
(b)
the minimum death benefit required to qualify under Section 7702.
The death benefit will not vary unless the death benefit is the minimum death benefit required under Section 7702.
Protection Option. Under the Protection Option, the death benefit will be
the larger of:
(a)
the face amount, plus the Policy Value, at the time of the Second death; or
(b)
the minimum death benefit required to qualify under Section 7702.
The death benefit provided by the Protection Option will vary depending on the investment experience of the allocation options You select.
The Protection Option is only available until the policy anniversary nearest
the Younger insured’s age 120; at that time We will convert the death benefit option to the Cash Option.
Choosing the Death Benefit Option. The different death benefit options meet different needs and objectives. If You are
satisfied with the amount of Your insurance coverage and wish to have any favorable policy performance reflected to the maximum extent in increasing cash values, You
should choose the Cash Option. The Protection Option results primarily in an increased death benefit. In addition, there are other distinctions between the two options which may influence Your selection.
Given the same face amount and Premium the Cash Option will provide guaranteed coverage for a longer period than the Protection Option. This is because of larger cost of insurance charges under the Protection Option resulting from the additional amount of death benefit. However, under the Cash
Option, favorable policy performance does not generally increase the death benefit, and the beneficiary will not benefit from any larger cash value which exists at the time of the Second death because of the favorable policy performance.
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You may change the death benefit
option while the Policy is in force through a policy adjustment. We may require that You provide Us with satisfactory evidence of the insurability of both insureds
before We make a change to the Protection Option. The change will take effect when We approve it and it has been recorded by Our Designated Service Provider. A change in death benefit option may have Federal
income tax consequences. See “Federal Tax Status.”
Other Benefits Available Under the Contract
In addition to the standard death benefits associated with Your Policy, other optional agreements may
also be available to You. The following tables summarize information about those agreements. Information about the fees associated with each agreement included in the tables may be found in the
Fee Table.
| Name of Benefit |
Purpose |
Is Benefit
Standard or
Optional |
Brief Description of
Restrictions/Limitations |
| Waiver of Premium Agreement |
Provides monthly Premium payments in the event of the insured’s total and permanent disability |
Optional |
No longer available to purchase |
| Enhanced Guarantee Choice Agreement |
Provides for an improved
plan of insurance if the
Policy owner uses the
Acceptable Allocation
Program |
Optional |
●No longer available to
purchase |
| |
|
●Term insurance is
only available until
the insured’s age 90 | |
| Estate Preservation Agreement |
Guarantees the Policy
Owner the right to
purchase additional
amounts of term
insurance on the
surviving insured’s life
without providing
evidence of insurability |
Optional |
●No longer available to
purchase |
| |
|
●If both insureds die
simultaneously, the
Agreement does not
pay a benefit | |
| Other Policy Features |
|
|
|
| Dollar Cost Averaging |
Allows for allocation of money from the General Account to sub-accounts evenly over a period of time |
Optional |
You may elect to have the cash value transferred to Your allocated accounts on the 10th or 20th of each month. |
| Rebalancing |
Automatically reallocates money among each of the chosen Sub-Accounts on set dates throughout the year |
Optional |
Rebalancing is subject to our limitations on market-timing and frequent trading activities and Portfolio limitations on the frequent purchase and redemption of shares |
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| Name of Benefit |
Purpose |
Is Benefit Standard or Optional |
Brief Description of Restrictions/Limitations |
| Systematic Transfers |
Automatically transfers money from one Sub-Account to one or more other Sub-Accounts on specified dates |
Optional |
Systematic transfers are subject to our limitations on market-timing and frequent trading activities and Portfolio limitations on the frequent purchase and redemption of shares |
Supplemental Agreements
Except as otherwise indicated, the following Agreements offering supplemental benefits are available
under the Policy. Some of the Agreements are subject to Our underwriting approval. Your agent can help You determine whether certain of the Agreements are suitable for You. These Agreements may not be
available in all states. Please contact Us for further details.
Waiver of Premium Agreement. The Waiver of Premium Agreement requires an additional Premium and provides for the payment
of policy Premium in the event of the covered insured’s disability. You may add the waiver on either or both insureds.
For example, in the event of a covered insured’s total and permanent disability, if You had a scheduled monthly Premium of $1,000 due for the Policy, We would waive and pay the $1,000 monthly Premium,
subject to the terms of this Agreement, for so long as the covered insured remains disabled.
Enhanced Guarantee Choice Agreement. The Enhanced Guarantee Choice Agreement
requires no additional Premium and provides for an improved guaranteed plan of insurance if You elect to participate in an Acceptable Allocation Program (AAP). For each AAP, We will choose a specific group
of sub-accounts and determine the proportion of all transactions that will be allocated to each of those sub-accounts. You will have several AAPs from which to choose. In order to preserve the chosen
proportion, You must agree to certain limitations regarding the allocation of Premiums, transfers of Policy Values, allocation of partial surrenders, allocation of policy loans, and allocation of monthly
charges described elsewhere in this prospectus. From time to time We may change the AAPs which We offer.
Estate Preservation Agreement. The Estate Preservation Agreement permits You to purchase additional four-year term
insurance on the death of the designated insured, without evidence of insurability. This right to purchase additional term insurance extends for a period of 90 days
after the death of that person. Typically, the person You designate will be the younger of the two persons insured under this Policy. In the event that both insureds under this Policy die simultaneously, We will pay
nothing under this Agreement. The Estate Preservation Agreement is useful if there is a need to have the Policy owned initially by one or both of the insureds and subsequently to change the ownership to a
trust.
For example, if the designated insured dies while the policy is individually
owned, the Agreement allows the Policy owner to purchase four year term insurance within 90 days of that insured’s death to cover possible estate taxes should the second insured die within three years of the designated insured’s death.
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Surrenders and Partial
Surrenders
Surrenders and Partial
Surrenders
You may request a surrender or partial surrender of Your Policy at any time while either insured is
living. The surrender value of the Policy is the cash value plus Asset Credits and loan interest credits and minus unpaid loan interest and any unpaid policy charges which are assessed against the cash value and
less the surrender charge. We determine the surrender value as of the end of the Valuation Period during which Your surrender request is received by Our Designated Service Provider. You may surrender the
Policy by sending Us the Policy and a written request for its surrender. You may request that the surrender value be paid to You in cash or, alternatively, applied on a settlement option.
If You surrender Your Policy during the ten year period following policy issue or following a policy
adjustment that resulted in an increase in Base Premium or net amount at risk, We will assess a surrender charge. See “Policy Charges.”
We also permit a partial surrender of the cash value of the Policy in any
amount of $500 or more. The maximum partial surrender is the amount available as a policy loan. The death benefit of the Policy will be reduced by the amount of the partial surrender. With any partial surrender, We will adjust the Policy to reflect the new face amount and cash value and, unless otherwise instructed, the existing level of
Premium payments.
We are currently waiving the restriction requiring a minimum amount for a
partial surrender where a partial surrender from a Policy, which is on stop Premium, is being used to pay Premiums on any benefits and riders issued as part of the Policy. Transaction charges otherwise applicable to such a partial surrender are also waived.
On a partial surrender, You may tell Our Designated Service Provider which
Variable Life Account sub-accounts a partial surrender is to be taken or whether it is to be taken in whole or in part from the guaranteed interest account. If You do not, We will deduct partial surrenders from the cash value of the guaranteed interest account and the cash value of the separate account on a Pro-rata basis, and from
each sub-account of the separate account on a Pro-rata basis. If You have a policy with the Enhanced Guarantee Choice Agreement, We will deduct all partial surrenders on a Pro-rata basis. We reserve the
right to restrict the amount of any partial surrender taken from the guaranteed interest account. We will tell You, on request, what amounts are available for a partial surrender under Your Policy.
We will pay a surrender or partial surrender as soon as possible, but not later than seven days after Our Designated Service Provider’s receipt of Your written request for surrender. However, if any portion of the cash value to be surrendered is attributable to a Premium or Non-Repeating Premium payment made
by nonguaranteed Funds such as a personal check, We will delay mailing that portion of the surrender proceeds until We have reasonable assurance that the payment has cleared and that good payment has
been collected. The amount You receive on surrender may be more or less than the total Premiums paid for Your Policy.
Free Look
It is important to Us that You are satisfied with any policy adjustments to
increase the Premium. If Your Policy is adjusted and the adjustment results in an increased Premium, You may return the Policy within 30 days of receiving the policy adjustment. If You return the Policy, the requested Premium increase
adjustment will be cancelled. We will send You a refund of any additional Premiums paid within seven days of the date Our Designated Service Provider receives Your notice of cancellation for that
adjustment.
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Policy Loans
You may borrow from Us using only Your Policy as the security for the loan. The
total amount of all loans You request may not exceed 90 percent of Your Policy Value less the surrender charge. A loan taken from, or secured by a Policy, may have Federal income tax consequences. See
“Federal Tax Status.”
The Policy Value is the cash value of Your Policy plus any policy loan. Any
policy loan paid to You in cash must be in an amount of at least $100. Policy loans in smaller amounts are allowed under the automatic Premium loan provision. We will deduct interest on the loan in arrears. You may obtain a
policy loan by submitting a written request to Our Designated Service Provider. If You call Our Designated Service Provider You will be asked, for security purposes, for Your personal identification
and policy number. Policyowners may also submit their requests for policy loans to Our Designated Service Provider by facsimile (FAX) transmission at 1-844-466-9225. The Policy will be the only security required for Your loan. We will determine Your Policy Value
as of the date Your request is received by Our Designated Service Provider.
When You take a loan, We will reduce both the death benefit and the cash value by the amount You
borrow and any unpaid interest. Unless You direct Us otherwise, We will take the policy loan from the cash value of the guaranteed interest account and the cash value of the separate account on a Pro-rata
basis, and from each sub-account in the separate account on a Pro-rata basis. If You have a policy with the Enhanced Guarantee Choice Agreement, We will take all policy loans on a Pro-rata basis.
The number of units to be sold will be based upon the value of the units as of the end of the Valuation Period during which Your loan request is received by Our Designated Service Provider. This amount
shall be transferred to the Loan Account. The Loan Account balance is the sum of all outstanding loans under the Policy, and it continues to be part of the Policy in the general account. A policy loan has no immediate effect on Policy Value since at the time of the loan the Policy Value is the sum of Your cash value and any policy loan.
The cash value of Your Policy may decrease between Premium due dates.
Unfavorable investment experience and the assessment of charges could cause the cash value of the separate account to decline to zero. If Your Policy has indebtedness and no cash value, the Policy will terminate
and there may be adverse tax consequences; see “Federal Tax Status.” In this event, to keep Your Policy in force, You will have to make a loan repayment. We will give
You notice of Our intent to terminate the Policy and the loan repayment required to keep it in force. The time for repayment will be within 61 days after Our mailing of the notice.
Policy Loan Interest. The interest rate on a policy loan will not be more
than the rate shown on page 1 of Your Policy. The interest rate charged on a policy loan will not be more than that permitted in the state in which the Policy is delivered. Currently the interest rate is 5 percent.
Policy loan interest is due:
●
on the date of the Second death
●
on a policy adjustment, surrender, termination, or policy loan transaction
●
on each policy anniversary.
Loan interest can be paid via check. If You do not pay the interest on Your loan in cash, Your policy loan will be increased and Your cash value will be reduced by the amount of the unpaid interest. The new
loan will be subject to the same rate of interest as the loan in effect.
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We will also credit interest to Your
Policy when there is a policy loan. Interest credits on a policy loan shall be at a rate which is not less than Your policy loan interest rate minus 1 percent per year.
We allocate policy loan interest credits to Your cash value as of the date of the Second death, on a policy adjustment, surrender, termination, a policy loan transaction and on each policy anniversary. We
allocate interest credits to the guaranteed interest account and separate account following Your instructions for the allocation of net Premiums.
Currently, the Loan Account credits interest, as described above, at a rate
which is not less than Your policy loan interest rate minus 1 percent per year. However, if the Policy has been in force for ten years or more, We will credit Your loan at a rate which is equal to the policy loan rate minus 0.25 percent per year.
Policy loans may also be used as automatic Premium loans to keep Your Policy
on a Premium paying basis if a Premium is unpaid at the end of the 31st day of the grace period following the Premium Due date. We currently
make this service available for all policy holders by default. Interest on such a policy
loan is charged from the date the Premium was due. However, in order for an automatic Premium loan to occur, the amount available for a loan must be enough to pay at least a quarterly Premium. If the loan
value is not enough to pay at least a quarterly Premium, We will follow the procedures described in “Non-Payment of Premiums and Termination” under “Policy Premiums.” If You do
not wish to utilize an automatic Premium loan, You may contact Our Designated Service Provider to review any other options Your Policy provides.
Policy Loan Repayments. If Your Policy is in force, You may repay Your loan
in part or in full at any time before the Second death. Your loan may also be repaid within 60 days after the date of the Second death, if We have not paid any of the benefits under the Policy. We may require that any loan repayment must be at least $100 unless the balance due is less than $100. We will waive this minimum loan
repayment provision for loan repayments made under Our automatic payment plan where loan
repayments are in an amount of at least $25.
Although We currently waive the requirement, We reserve the right to allocate
loan repayments first to the guaranteed interest account until all loans from the guaranteed interest account have been repaid. Thereafter We allocate loan repayments to the guaranteed interest account or the sub-accounts of the
Variable Life Account as You direct Our Designated Service Provider. In the absence of Your instructions, We will allocate loan repayments to the cash value of the guaranteed interest account and the cash value of the separate account on a Pro-rata basis, and to each sub-account in the separate
account on a Pro-rata basis. We reserve the right to restrict the amount of any loan repayment allocated to the guaranteed interest account.
Loan repayments reduce Your Loan Account by the amount of the loan
repayment.
A policy loan, whether or not it is repaid, will have a permanent effect on the Policy Value because the investment results of the sub-accounts will apply only to the amount remaining in the sub-accounts. The effect could be either positive or negative. If net investment results of the sub-accounts are greater than the amount being credited on the loan, the Policy Value will not increase as rapidly as it would have if no loan had been made. If investment results of the sub-accounts are less than the amount being credited on the loan, the Policy Value will be greater than if no loan had been made.
Page 36
Lapse and Reinstatement
Non-Payment of Premiums and Termination. Your Policy has an Automatic Premium Loan (APL) service enabled as a default. If a Premium is not paid by the end of the 31st day of the 61-day grace period, We will make an automatic Premium loan. In order to do this, the amount
available for a loan must be enough to pay at least a quarterly Premium and any policy loan interest due. If You do not wish to utilize an APL, You may contact our Designated Service Provider. See “Policy Loans.”
If there is not enough loan value to make an Automatic Premium Loan, We will
automatically adjust Your Policy to stop paying Base Premiums. Your Policy must have sufficient Actual Cash Value to pay all monthly charges until the next policy anniversary unless the next anniversary is less than four months
following the adjustment date. If the next anniversary is less than four months following the adjustment date, there must be sufficient Actual Cash Value to pay all monthly charges until the second anniversary following the adjustment date. The Policy will be adjusted on the basis of no additional Base Premium
and, unless You instruct Our Designated Service Provider otherwise, We will maintain the death benefit in effect at the time of the adjustment. You will be required to pay Premiums for additional benefits.
If there is not sufficient Actual Cash Value to adjust to stop Premium, You will have a grace period of 61 days from the Premium due date during which You may make a payment sufficient to keep the Policy
in force. We will send a notice to You stating the amount of payment required to keep Your Policy in force. If the payment is not made by the end of the 61-day grace period, Your Policy will terminate.
However, even if Your Policy terminates, We will pay You any remaining surrender value as described in “Payment of Proceeds” under “Other Policy Provisions.”
If Your Policy does not have an Automatic Premium Loan
provision, and if a Premium is not paid by the end of the 61-day grace period, We will automatically adjust Your Policy to stop paying Base Premiums. Your Policy must have sufficient Actual Cash Value to pay all monthly charges until the next policy
anniversary unless the next anniversary is less than four months following the adjustment date. If the next anniversary is less than four months following the adjustment date, there must be sufficient Actual Cash Value to pay all monthly charges until the second anniversary following the adjustment date. The
Policy will be adjusted on the basis of no additional Base Premium and, unless You instruct Our Designated Service Provider otherwise, We will maintain the death benefit in effect at the time of the
adjustment. You will be required to pay Premiums for additional benefits. If there is not sufficient Actual Cash Value to adjust to stop Premium, You will have a grace period of 61 days from the Premium due
date during which You may make a payment sufficient to keep the Policy in force. We will send a notice to You stating the amount of payment required to keep Your Policy in force. If the payment is not made
by the end of the 61-day grace period, Your Policy will terminate. However, even if Your Policy terminates, We will pay You any remaining surrender value as described in “Payment of Proceeds” under “Other Policy Provisions.”
In addition, Your Policy will terminate if it has indebtedness and no Actual
Cash Value. See “Policy Loans.”
Reinstatement. At any time within three years from the date of lapse You may ask Us to restore Your Policy
to a Premium paying status unless the Policy terminated because the surrender value has been paid. We will require:
(1)
Your written request to reinstate the Policy submitted to Our Designated Service
Provider; and
(2)
that You submit to Our Designated Service Provider during the insured’s
lifetime evidence satisfactory to Us of the insured’s insurability so that We may have time to act on the evidence during the insured’s lifetime; and
Page 37
(3)
a payment which is equal to any unpaid monthly charges at the end of the grace
period, all back Premiums for additional benefits and all back policy issue charges, all with interest at the reinstatement rate shown on page 1 of the Policy; and
(4)
a payment sufficient to pay all Premiums due on Your Policy to Your next policy
anniversary but no less than a quarterly Premium; and
(5)
if necessary, a payment that would assure that the resulting guaranteed plan of
insurance after the reinstatement satisfies the plan limitations at reinstatement.
The plan limitations at reinstatement require that, after reinstatement, the Policy must provide a level face amount of insurance to the latest of:
(1)
ten years from the policy date; or
(2)
the anniversary at or following ten years from the most recent adjustment that
resulted in an increase in either the Base Premium or net amount at risk; or
(3)
the anniversary at or following four months from the reinstatement.
Reinstating Your Policy may have adverse tax consequences. You should consult Your tax advisor before You reinstate Your Policy. See “Federal Tax Status”.
Registration Statement
We have filed with the Securities and Exchange Commission a Registration Statement under the
Securities Act of 1933, as amended, with respect to the Policies offered hereby. This prospectus does not contain all the information set forth in the registration statement, including the amendments and
exhibits filed as a part thereof; provided, however, the prospectus does disclose all material rights and obligations under the Policy and related Agreements.. Reference is hereby made to the Statement of
Additional Information and the exhibits filed as part of the registration statement for further information concerning the Variable Life Account, Minnesota Life, and the Policies. Statements
contained in this prospectus as to the contents of Policies and other legal instruments are summaries, and reference is made to such instruments as filed.
Taxes
Federal Tax Status
Introduction. The discussion of federal taxes is general in nature and is
not intended as tax advice. Each person concerned should consult a tax adviser. This discussion is based on Our understanding of federal income tax laws as they are currently interpreted. No representation is made regarding the
likelihood of continuation of current income tax laws or the current interpretations of the Internal Revenue Service (the “IRS”). We have not considered any applicable state or other tax laws.
Taxation of Minnesota Life and the Variable Life Account. We are taxed as a
“life insurance company” under the Internal Revenue Code (the “Code”). The operations of the Variable Life Account form a part of, and are taxed with, Our other business activities. Currently, We pay no federal income tax on income dividends received by the Variable Life Account or on capital gains arising from the Variable Life Account’s activities. The Variable Life Account is not taxed as a “regulated investment company” under the Code and it does not anticipate any change in that tax status.
Page 38
At the present time, We make no charge
to the Variable Life Account for any federal, state or local taxes that We incur that may be attributable to such Account or to the Policies. We, however, reserve the
right in the future to make a charge for any such tax or other economic burden resulting from the application of the tax laws that We determine to be properly attributable to the Variable Life Account or the Policies.
In calculating Our corporate income tax liability, We derive certain
corporate income tax benefits associated with the investment of company assets, including separate account assets that are treated as company assets under applicable income tax law. These benefits, which reduce Our overall corporate
income tax liability may include dividends received deductions and foreign tax credits which can be material. We do not pass these benefits through to the separate accounts, principally because: (i) the
majority of the benefits result from the dividends received deduction, which involves no reduction in the dollar amount of dividends that the separate account receives; and (ii) under applicable income tax law for purposes of both the dividends received deductions and the foreign tax credits, contract owners are not the owners of the assets generating those benefits.
Tax Status of Policies. Under Section 7702 of the Code, life insurance contracts such as the Policies will be
treated as life insurance for federal tax purposes if certain tests are met. There is limited guidance on how these tests are to be applied. However, the IRS has issued
proposed regulations that would specify what will be considered reasonable mortality charges under Section 7702. In light of these proposed regulations and the other available guidance on the application of the tests under Section 7702, We believe that a Policy issued on a standard risk should meet the statutory definition of a life insurance contract under Section 7702. With respect to a Policy issued on a sub-standard basis (i.e., a Premium
class involving higher than standard mortality risk), there is insufficient guidance to determine if such a Policy would satisfy the Section 7702 definition of a life insurance contract. If a Policy were determined not to be a life insurance contract under Section 7702 of the Code, that Policy would not provide most of the tax advantages normally provided by a life insurance contract.
If it is subsequently determined that a Policy does not satisfy
Section 7702, We may take whatever steps are appropriate and necessary to attempt to cause such a Policy to comply with Section 7702. For these reasons, We reserve the right to restrict Policy transactions as necessary to attempt to qualify it as a life insurance contract under Section 7702 of the Code.
In rare circumstances, if We receive and allocate Your Premium or
Non-Repeating Premium before its due date, Your Policy will fail to qualify as life insurance. To prevent Your Policy from failing to qualify as life insurance, We will reject any portion of a Premium payment that would cause Your Policy to fail the life insurance qualification testing. If any portion of Your Premium is rejected, it will be returned to You and Our Designated Service Provider will notify You in writing.
Diversification of Investments. Section 817(h) of the Code authorizes the
Treasury Department to set standards by regulation or otherwise for the investments of the Variable Life Account to be “adequately diversified” in order for the certificate to be treated as a life insurance contract for federal income tax purposes. The Variable Life Account, through the Fund and the Portfolios, intends to comply
with the diversification requirements prescribed in Regulations Section 1.817-5, which affect how the Portfolio’s assets may be invested. Although the investment adviser of the Securian Funds Trust is an affiliate of Ours, We do not control the Securian Funds Trust or the investments of its Portfolios.
Nonetheless, We believe that each Portfolio of the Securian Funds Trust in which the Variable Life Account owns shares will be operated in compliance with the requirements prescribed by the Treasury
Department. Contract owners bear the risk that the entire Policy could be disqualified as a life insurance contract under the Code due to the failure of the Variable Life Account to be deemed to be “adequately diversified.”
Page 39
Owner Control. In certain circumstances, owners of variable life policies may be considered the owners, for
federal income tax purposes, of the assets of the separate account supporting their policies due to their ability to exercise control over those assets. Where this is
the case, the contract owners will be currently taxed on income and gains attributable to the separate account assets. In Revenue Ruling 2003-91, the IRS described the circumstances under which the owner of a variable contract will not
possess sufficient control over the assets underlying the contract to be treated as the owner of those assets for federal income tax purposes. Under the contracts in Rev. Rul. 2003-91, there was no
arrangement, plan, contract or agreement between the policy owner and the insurance company regarding the availability of a particular investment option and other than the policy owner’s right to allocate Premiums and transfer funds among the available sub-accounts, all investment decisions
concerning the sub-accounts were made by the insurance company or an advisor in its sole and absolute discretion.
The Internal Revenue Service has further amplified and clarified its position
in Rev. Rul. 2003-91 by issuing new regulations in 2005 and additional Revenue Rulings. We believe that the regulations and additional rulings are meant to clarify the IRS position in Rev. Rul. 2003-91 and that the ownership
rights of a contract owner under the contract will not result in any contract owner being treated as the owner of the assets of the Variable Life Account. However, We do not know whether the IRS will issue
additional guidance that will place restrictions on such ownership rights. Therefore, We reserve the right to modify the contract as necessary to attempt to prevent a contract owner from being considered the
owner of a pro rata share of the assets of the Variable Life
Account.
The following discussion assumes that the Policy will qualify as a life insurance contract for federal
income tax purposes.
Tax Treatment of Policy Benefits. On the death of the second insured, We believe that the
death benefit provided by the Policies will be excludable from the gross income of the beneficiary under Section 101(a) of the Code. If You receive an accelerated benefit, that benefit may be taxable and You
should seek assistance from a tax adviser. You are not currently taxed on any part of the inside build-up of cash value until You actually receive cash from the Policy. However, taxability may also be determined by Your contributions to the Policy and prior Policy activity.
Depending on the circumstances, the exchange of a Policy, the receipt
of a Policy in an exchange, a change in the Policy’s death benefit option (e.g., a change from Cash Option to Protection Option), a policy loan, a partial surrender, a complete surrender, a change in ownership, a change of insured, an
adjustment of the face amount, or an assignment of the Policy may have federal income tax
consequences. If You are considering any such transactions, You should consult a tax adviser before effecting the transaction.
We also believe that Policy loans will be treated as indebtedness and will
not be currently taxable as income to You unless Your Policy is a modified endowment contract, as described below. However, whether a modified endowment contract or not, the interest paid on Policy loans will generally not be
tax deductible. There may be adverse tax consequences when a Policy with a Policy loan is lapsed or surrendered.
A complete surrender or partial surrender of the Actual Cash Values of a
Policy may have tax consequences. On surrender, You will not be taxed on values received except to the extent that they exceed the gross Premiums paid under the Policy, reduced by any previously received excludable
amounts (“cost basis”). An exception to this general rule occurs in the case of a partial withdrawal, a decrease in the face amount, or any other change that reduces benefits under the Policy in the first 15 years after the Policy is issued and that results in a cash distribution to You in order for the Policy to
Page 40
continue complying with the Section
7702 definitional limits. In the latter case, such distribution will be taxed in whole or in part as ordinary income (to the extent of any gain in the Policy) under
rules prescribed in Section 7702. Finally, upon a complete surrender or lapse of a Policy or when benefits are paid at a Policy’s maturity date, if the amount received plus the amount of any Policy loan exceeds the cost basis of the Policy, the excess will generally be treated as ordinary income, subject to tax.
Modified Endowment Contracts. It should be noted, however, that under the
Code the tax treatment described above is not available for Policies characterized as modified endowment contracts. In general, policies with a high Premium in relation to the death benefit may be considered modified
endowment contracts. The Code requires that the cumulative Premiums paid on a life insurance policy during the first seven contract years not exceed the sum of the net level Premiums which would be paid
under a 7-pay life policy. If those cumulative Premiums exceed the 7-pay life Premiums, the policy is a modified endowment contract.
Modified endowment contracts are still treated as life insurance with respect
to the tax treatment of death proceeds and to the extent that the inside build-up of cash value is not taxed on a yearly basis. However, any amounts You receive, such as dividends, cash withdrawals, loans and amounts received
from a partial or total surrender of the Policy are subject to the same tax treatment as distributions under an annuity (i.e., such distributions are generally treated as taxable income to the extent that the account value immediately before the distribution exceeds the cost basis of the Policy). This tax treatment
includes a 10 percent additional income tax which is imposed on the portion of any distribution that is included in income except where the distribution or loan is made on or after the date You attain age
59½, or is attributable to Your becoming disabled, or as part of a series of substantially equal periodic payments for Your life or the joint lives of You and Your beneficiary.
Compliance with the 7-pay test does not imply or
guarantee that only seven payments will be required for the initial death benefit to be guaranteed for life. Making additional payments or reducing the benefits (for example, through a partial withdrawal, a change in death benefit option, or a scheduled
reduction) may either violate the 7-pay test or reduce the amount that may be paid in the future under the 7-pay test. Further, reducing the death benefit at any time will require retroactive retesting and could result in a failure of the 7-pay test regardless of any of Our efforts to provide a payment schedule that will not violate the 7-pay test.
Any Policy received in an exchange for a modified endowment contract will be
considered a modified endowment contract and will be subject to the tax treatment accorded to modified endowment contracts. Accordingly, You should consult a tax adviser before effecting an exchange of any life insurance policy.
A Policy that is not originally classified as a modified endowment contract can become so classified if there is a reduction in benefits at any time or if a material change is made in the contract at any time. A material change includes, but is not limited to, a change in the benefits that was not reflected in a prior 7-pay test computation.
The modified endowment contract provisions of the Code apply to all policies
entered into on or after June 21, 1988 that fail to meet the 7-pay test described above and to a Policy that is received in exchange for a modified endowment contract. It should be noted, in addition, that a Policy which is subject to a “material change” shall be treated as newly entered into on the date on which such material change takes effect. Appropriate adjustment shall be made in determining whether such a Policy meets the
7-pay test by taking into account the previously existing cash surrender value.
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In rare circumstances, if We
receive and allocate Your Premium before its due date, Your Policy will become a modified endowment contract. Our Designated Service Provider will apply all Premium payments as of the business day received
(or the business day next following if received after market close). If a Premium payment causes Your Policy to become a modified endowment contract, We will notify You in writing.
If a Policy becomes a modified endowment contract, distributions that occur
during the Policy Year it becomes a modified endowment contract and any subsequent Policy Year will be taxed as distributions from a modified endowment contract. Distributions from a Policy within two years before it becomes a
modified endowment contract will also be taxed in this manner. This means that a distribution made from a Policy that is not a modified endowment contract could later become taxable as a distribution
from a modified endowment contract.
Due to the Policy’s flexibility, classification of a Policy as a
modified endowment contract will depend upon the circumstances of each Policy. Accordingly, a prospective Policy Owner should contact a tax adviser before purchasing a Policy to determine the circumstances under which the Policy would be a
modified endowment contract. You should also contact a tax adviser before paying any Non-Repeating Premiums or making any other change to, including an exchange of, a Policy to determine whether such
Premium or change would cause the Policy (or the new Policy in the case of an exchange) to be treated as a modified endowment contract.
Multiple Policies. Under the Code, all modified endowment contracts, issued by Us (or an affiliated company) to
the same Policy Owner during any calendar year will be treated as one modified endowment contract for purposes of determining the amount includable in gross income
under Section 72(e) of the Code. Additional rules may be promulgated under this provision to prevent avoidance of its effects through serial contracts or otherwise. For further information on current
aggregation rules under this provision, see Your own tax adviser.
Withholding. To the extent Policy distributions are taxable, they are generally subject to income tax
withholding. Recipients can generally elect, however, not to have tax withheld from distributions.
Other Taxes. The transfer of the Policy or the designation of a beneficiary may have federal, state,
and/or local transfer and inheritance tax consequences, including the imposition of gift, estate and generation-skipping transfer taxes. For example, the transfer of the Policy to, or the designation as
beneficiary of, or the payment of proceeds to, a person who is assigned to a generation which is two or more generations below the generation of the Policy Owner, may have Generation-Skipping Transfer tax
considerations under Section 2601 of the Code.
The individual situation of each Policy Owner or beneficiary will determine
the extent, if any, to which federal, state and local transfer taxes may be imposed. That situation will also determine how ownership or receipt of Policy proceeds will be treated for purposes of federal, state and local estate inheritance, generation skipping transfer and other taxes.
In addition, while We intend for the Policy to remain in force through the
insured’s age 121, the tax consequences associated with a Policy remaining in force after the younger insured’s 100th birthday are unclear. You should consult a tax adviser in all these circumstances.
Other Transactions. Changing the Policy Owner may have tax consequences. Exchanging this Policy for another
involving the same insureds should have no federal income tax consequences if there is no debt and no cash or other property is received, according to Section
1035(a)(1) of the Code. The new Policy would have to satisfy the 7-pay test from the date of the exchange to avoid characterization as a
Page 42
modified endowment contract. An
exchange of a life insurance contract for a new life insurance contract may, however, result in a loss of grandfathering status for statutory changes made after the old
Policy was issued.
Reinstatements. You may have adverse tax consequences if You request that We reinstate Your Policy after it
has terminated with no cash value or for non-payment of Premiums. For example, reinstatements that occur more than ninety days after a policy terminates with no cash
value or for non-payment of Premium could automatically be classified as a MEC. You should consult Your tax advisor before You reinstate Your Policy.
Business Uses of Policy. The Policies may be used in various arrangements, including nonqualified deferred
compensation or salary continuation plans, split dollar insurance plans, executive bonus plans, tax exempt and nonexempt welfare benefit plans, retiree medical benefit
plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if You are contemplating the use of such Policies in any arrangement the value of which depends in part on its tax consequences, You should be sure to consult a tax adviser regarding the tax attributes of the particular arrangement.
Employer-owned Life Insurance Contracts. The Pension Protection Act of 2006 added new section 101(j) of the Code which provides that
unless certain eligibility, notice and consent requirements are satisfied and either (1) certain rules relating to the insured employee’s status are satisfied or
(2) certain rules relating to the payment of the “amount received under the contract” to, or for the benefit of, certain beneficiaries or successors of the insured employee are satisfied, the amount
excludible as a death benefit payment under an employer-owned life insurance contract will generally be limited to the Premiums paid for such contract (although certain exceptions may apply in specific
circumstances). An employer-owned life insurance contract is a life insurance contract (or certificate) owned by an employer that insures an employee of the employer and where the employer is a direct or
indirect beneficiary under such contact. The new rules apply to life insurance contracts owned by corporations (including S corporations), individual sole proprietors, estates and trusts and partnerships that are engaged in a trade or business. It is the employer’s responsibility to verify the eligibility of the intended insured under employer-owned life insurance contracts and to provide the notices and obtain
the consents required by section 101(j). These requirements generally apply to employer-owned life insurance contracts issued or materially modified after August 17, 2006. A tax adviser should be
consulted by anyone considering the purchase or modification of an employer-owned life insurance contract.
Split Dollar Arrangements. A tax adviser should also be consulted with respect to the 2003 split dollar regulations if
You have purchased or are considering the purchase of a Policy for a split dollar insurance plan. Any business contemplating the purchase of a new life insurance
contract or a change in an existing contract should consult a tax adviser.
Additionally, the Sarbanes-Oxley Act of 2002 (the “Act”) prohibits, with limited exceptions, publicly-traded companies, including non-U.S. companies that have securities listed on exchanges in the United States, from extending, directly or through a subsidiary, many types of personal loans to their
directors or executive officers. It is possible that this prohibition may be interpreted as applying to split-dollar life insurance policies for directors and executive officers of such companies, since such insurance arguably can be viewed as involving a loan from the employer for at least some purposes.
Page 43
Although the prohibition on loans is
generally effective as of the Act’s effective date of July 30, 2002, there is an exception for loans outstanding as of the date of enactment, so long as there is
no material modification to the loan terms and the loan is not renewed after July 30, 2002. Any affected business contemplating the payment of a Premium on an existing Policy, or the purchase of a new Policy, in
connection with a split-dollar life insurance arrangement should consult legal counsel.
Alternative Minimum Tax. There may also be an indirect tax upon the income
in the Policy or the proceeds of a Policy under the federal corporate alternative minimum tax, if the Policy Owner is subject to that tax.
Estate, Gift and Generation-Skipping Transfer Taxes. The transfer of the Policy or designation of a beneficiary may have federal, state, and/or
local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes. For example, when the insured dies,
the death proceeds will generally be includable in the Policy Owner’s estate for purposes of federal estate tax if the insured owned the Policy. If the Policy Owner was not the insured, the fair market value of the Policy would be included in the Policy Owner’s estate upon the Policy Owner’s death. The Policy would not be includable in the insured’s estate if the insured neither retained incidents of ownership at death nor had given up ownership within three years before death.
Moreover, under certain circumstances, the Code may impose a
“generation skipping transfer tax” when all or part of a life insurance policy is transferred to, or a death benefit is paid to, an individual two or
more generations younger than the Policy Owner. Regulations issued under the Code may require Us to deduct the tax from Your Policy, or from any applicable payment, and pay it directly to the IRS.
Qualified tax advisers should be consulted concerning the estate and gift tax consequences of Policy
ownership and distributions under federal, state and local law. The individual situation of each owner or beneficiary will determine the extent, if any, to which federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of policy proceeds will be treated for purposes of
federal, state and local estate, inheritance, generation-skipping and other taxes.
Tax Cuts and Jobs Act. The Tax Cuts and Jobs Act (“TCJA”) signed
into law in December 2017 establishes new exclusion amounts for transfer taxes resulting from deaths, gifts, and generation skipping transfers that occur after December 31, 2017. The estate, gift, and generation skipping transfer tax exclusion amounts established under TCJA are annually adjusted for inflation. TCJA did not change
estate and gift tax rates and the new exclusion amounts are scheduled to expire in years beginning after December 31, 2025.
For 2026, the federal estate tax, gift tax, and GST tax exemptions and maximum rates are $15,000,000 and 40%, respectively.
The Code’s complexity, together with how it may affect existing estate
planning, underscores the importance of seeking guidance from a qualified adviser to help ensure that Your estate plan adequately addresses Your needs and that of Your Beneficiaries under all possible scenarios.
You should understand that the foregoing description of
the federal income, gift and estate tax consequences under the Policies is not exhaustive and that special rules may apply to situations not discussed. Statutory changes in the Code, with varying effective dates, and regulations adopted
thereunder may also alter the tax consequences of specific factual situations. Due to the complexity of the applicable laws, a person contemplating the purchase of a variable life insurance policy or exercising elections under such a policy should consult a tax adviser.
Page 44
Tax Shelter
Regulations. Prospective owners that are corporations should consult a tax advisor
about the treatment of the policy under the Treasury Regulations applicable to corporate tax shelters.
Medicare Tax on Investment Income. Beginning in 2013, a 3.8% tax may be
applied to some or all of the taxable portion of some distributions (such as payments under certain settlement options) from life insurance contracts to individuals whose income exceeds certain threshold amounts ($200,000 for
filing single, $250,000 for married filing jointly and $125,000 for married filing separately.) Please consult a tax advisor for more information.
Life Insurance Purchases by Residents of Puerto Rico. In Rev. Rul. 2004-75, 2004-31 I.R.B. 109, the Internal Revenue Service announced that income
received by residents of Puerto Rico under life insurance contracts issued by a Puerto Rico branch of a United States life insurance company is U.S.-source income that is generally subject to United States Federal income tax.
Life Insurance Purchases by Nonresident
Aliens and Foreign Corporations. Purchasers that are not U.S. citizens or
residents will generally be subject to U.S. federal withholding tax on taxable distributions from life insurance policies at a 30% rate, unless a lower treaty rate
applies. In addition, such purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Additional withholding may occur with respect to entity purchasers (including foreign corporations, partnerships, and trusts) that are not U.S. residents.
Prospective purchasers that are not U.S. citizens or residents are advised to consult with a qualified tax adviser regarding U.S. and foreign taxation with respect to a life insurance policy purchase.
Legal Proceedings
Like other life insurance companies, We are involved in lawsuits, including class action lawsuits. In some class action and other lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made. 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 Variable Life Account, the ability of Securian Financial Services, Inc. to perform its contract with the Variable Life Account, or the ability of Minnesota Life to meet its obligations under the Policies. In addition, We are, from time to time, involved as a party to various governmental and administrative proceedings. There are no pending or threatened
lawsuits that will materially impact the Variable Life Account.
Financial Statements
The financial statements of the Minnesota Life Variable Life Account and Minnesota Life are contained in the Statement of Additional Information. The Statement of Additional Information is available, free
of charge, from Us upon request. To request a Statement of Additional Information, call Us at 1-800-886-1190 or write to Us at: Minnesota Life, Attn: Insurance Administration Services powered by
EXL, 123 Town Square PL, PMB 769, Jersey City, New Jersey 07310..
Other Policy Provisions
Beneficiary
When We receive proof satisfactory to Us of the Second death, We will pay
the death proceeds of a Policy to the beneficiary or beneficiaries named in the application for the Policy unless the owner has changed the beneficiary. In that event, We will pay the death proceeds to the beneficiary named in the last change of beneficiary request.
Page 45
If a beneficiary dies before the
Second death, that beneficiary’s interest in the Policy ends with that beneficiary’s death. Only beneficiaries living at the Second death will be eligible
to share in the death proceeds. If no beneficiary is living at the Second death We will pay the death proceeds of this Policy to the owner, if living, otherwise to the owner’s estate, or, if the owner is a corporation, to it or its successor.
You may change the beneficiary designated to receive the proceeds. If You
have reserved the right to change the beneficiary, You can file a written request with Our Designated Service Provider to change the beneficiary. If You have not reserved the right to change the beneficiary, the written consent of the irrevocable beneficiary will be required.
Your written request will not be effective until it is recorded by Our
Designated Service Provider. After it has been so recorded, it will take effect as of the date You signed the request. However, if the Second death occurs before the request has been so recorded, the request will not be effective as to those death proceeds We have paid before Your request was recorded in Our Designated Service Provider’s records.
Payment of Proceeds
The amount payable as death proceeds upon the Second death will be the death
benefit provided by the Policy, plus any additional insurance payable at the Second death provided by an additional benefit agreement, if any, minus any policy charges and minus any policy loans. In addition, if the cash option is in effect at the Second death, We will pay to the beneficiary any part of a paid Premium that covers the period from the end of the policy month in which the Second death occurred to the date to which
Premiums are paid. Normally, We will pay any policy proceeds within seven days after Our Designated Service Provider’s receipt of all the documents required for such a payment. Other than the death proceeds, which are determined as of the date of the Second death, We will determine the amount of
payment as of the end of the Valuation Period during which a request is received by Our Designated Service Provider.
We reserve the right to defer policy payments, including policy loans, for up
to six months from the date of Your request, if such payments are based upon Policy Values which do not depend on the investment performance of the Variable Life Account. In that case, if We postpone a payment other than a policy
loan payment for more than 31 days, We will pay You interest at 3 percent per year for the period beyond that time that payment is postponed. For payments based on Policy Values which do depend on the
investment performance of the Variable Life Account, We may defer payment only:
(1)
for any period during which the New York Stock Exchange is closed for trading
(except for normal holiday closing); or
(2)
when the SEC has determined that a state of emergency exists which may make such
payment impractical.
Settlement Options
The proceeds of a Policy will be payable if the Policy is surrendered, or Our Designated Service Provider receives proof satisfactory to Us of the Second death. These events must occur while the Policy is in
force. We will pay the proceeds at Our Designated Service Provider and in a single sum unless a settlement option has been selected. We will deduct any indebtedness and unpaid charges from the
proceeds. Proof of any claim under this Policy must be submitted in writing to Our Designated Service Provider.
We will pay interest on single sum death proceeds from the date of the
Second death until the date of payment. Interest will be at an annual rate determined by Us, but never less than 3 percent.
Page 46
The proceeds of a Policy may be paid
in other than a single sum and You may, until the Second death, request that We pay the proceeds under one of the Policy’s settlement options. We may also use any
other method of payment that is agreeable to both You and Us. A settlement option may be selected only if the payments are to be made to a natural person in that person’s own right, and if the periodic installment or interest payment is at least $50.
Each settlement option is payable in fixed amounts as described below. The
payments do not vary with the investment performance of the Variable Life Account.
Option 1 — Interest Payments
We will pay interest on the proceeds at such times and for a period that is agreeable to You and Us. Withdrawals of proceeds may be made in amounts of at least $500. At the end of the period, any remaining proceeds will be paid in either a single sum or under any other method We approve.
We will pay interest on the proceeds at such times and for a period that is agreeable to You and Us. Withdrawals of proceeds may be made in amounts of at least $500. At the end of the period, any remaining proceeds will be paid in either a single sum or under any other method We approve.
Option 2 — Payments for a Specified
Period
We will make payments for a specified number of years.
We will make payments for a specified number of years.
Option 3 — Life Income
We will make payments monthly during the lifetime of the person who is to receive the income, terminating with the last monthly payment immediately preceding that person’s death. We may require proof of the age and gender of the annuitant.
We will make payments monthly during the lifetime of the person who is to receive the income, terminating with the last monthly payment immediately preceding that person’s death. We may require proof of the age and gender of the annuitant.
Option 4 — Payments of a Specified Amount
We will pay a specified amount until the proceeds and interest are fully paid.
We will pay a specified amount until the proceeds and interest are fully paid.
If You request a settlement option, You will be asked
to sign an agreement covering the election which will state the terms and conditions of the payments. Unless You elect otherwise, a beneficiary may select a settlement option after the Second death.
The minimum amount of interest We will pay under any settlement option is 3
percent per year. Additional interest earnings, if any, on deposits under a settlement option will be payable as We determine.
Abandoned Property Requirements
Every state has unclaimed property laws which generally declare insurance policies to be abandoned
after a period of inactivity of three to five years from the policy’s maturity date or date the death benefit is due and payable. For example, if the payment of Death Benefit proceeds has been triggered, but, if after a thorough search, We are still unable to locate the Beneficiary, or 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 the state is obligated to pay the Death Benefit proceeds (without interest) if
Your Beneficiary steps forward to claim it 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 call Our Designated Service Provider at 1-800-886-1190 between the hours of 8:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday, to make such
changes.
Page 47
Registration
Statement
We have filed with the Securities and Exchange Commission a Registration Statement under the
Securities Act of 1933, as amended, with respect to the Policies offered hereby. This prospectus does not contain all the information set forth in the registration statement, including the amendments and
exhibits filed as a part thereof; provided, however, the prospectus does disclose all material rights and obligations under the Policy and related Agreements.. Reference is hereby made to the Statement of
Additional Information and the exhibits filed as part of the registration statement for further information concerning the Variable Life Account, Minnesota Life, and the Policies. Statements
contained in this prospectus as to the contents of Policies and other legal instruments are summaries, and reference is made to such instruments as filed.
Page 48
Appendix A —
Portfolio Companies Available Under the Contract
The following is a list of Portfolio Companies available under the Contract. More information about the Portfolio Companies is available in the prospectuses for the Portfolio Companies, which may be amended from time to time and can be found online at www.securian.com/fd/products. You can also request this information at no cost by calling
1-800-886-1190 or by sending an email request to [email protected].
The current expenses and performance information below reflects fees and expenses of the Portfolio Companies, but do not reflect the other fees and expenses that Your Contract may charge. Expenses would be higher and performance would be lower if these other charges were included. Each Portfolio Company’s past performance is not necessarily an indication of future performance.
| Investment Objective |
Portfolio Company and
Adviser/Subadviser |
Current
Expenses1 |
Average Annual Total Returns
(as of December 31, 2025) | ||
| |
|
|
1 year |
5 year |
10 year |
| AB Variable Products Series Fund, Inc. | |||||
| The Portfolio’s investment objective is
long-term growth of capital. |
International Value Portfolio
– Class B
Shares Investment Adviser: AllianceBernstein L.P. |
1.17% |
41.27% |
10.19% |
6.37% |
| AIM Variable Insurance Funds (Invesco Variable Insurance
Funds) | |||||
| Seeks capital appreciation. |
Invesco V.I. International
Growth Fund
– Series II Shares Investment
Adviser: Invesco Advisers, Inc. |
1.25%2 |
15.53% |
1.88% |
5.34% |
| Long-term capital appreciation. |
Invesco V.I. American Value
Fund –
Series II Shares
Investment Adviser: Invesco Advisers, Inc. |
1.14% |
20.76% |
17.56% |
12.01% |
| Seeks capital growth and income
through investments in equity
securities, including common stocks,
preferred stocks and securities
convertible into common and preferred
stocks. |
Invesco V.I. Comstock Fund
– Series
II Shares Investment Adviser: Invesco Advisers, Inc. |
1.00% |
17.14% |
15.14% |
11.67% |
| Seeks capital appreciation and current
income. |
Invesco V.I. Equity and
Income Fund
– Series II Shares Investment
Adviser: Invesco Advisers, Inc. |
0.82% |
12.52% |
8.68% |
8.64% |
| Seeks long-term growth of capital and
income. |
Invesco V.I. Growth and
Income Fund
– Series II Shares Investment
Adviser: Invesco Advisers, Inc. |
1.00% |
15.30% |
12.56% |
10.46% |
| Seeks capital appreciation. |
Invesco V.I. Main Street
Small Cap
Fund® – Series II Shares
Investment Adviser: Invesco Advisers, Inc. |
1.09% |
8.44% |
8.07% |
10.31% |
| Long-term growth of capital. |
Invesco V.I. Small Cap Equity
Fund –
Series II Shares Investment
Adviser: Invesco Advisers, Inc. |
1.21% |
7.83% |
7.06% |
9.28% |
A-1
| Investment Objective |
Portfolio Company and
Adviser/Subadviser |
Current
Expenses1 |
Average Annual Total Returns
(as of December 31, 2025) | ||
| |
|
|
1 year |
5 year |
10 year |
| ALPS Variable Investment Trust (Morningstar)
| |||||
| Seeks to provide investors with capital
appreciation. |
Morningstar Aggressive Growth
ETF Asset
Allocation Portfolio – Class II Shares Investment Adviser: ALPS Advisors,
Inc.
Subadviser: Morningstar Investment Management LLC |
0.85% |
20.00% |
10.55% |
10.36% |
| Seeks to provide investors with capital
appreciation and some current income. |
Morningstar Balanced ETF
Asset
Allocation Portfolio –
Class II
Shares
Investment Adviser: ALPS Advisors, Inc. Subadviser: Morningstar Investment
Management LLC |
0.84% |
14.82% |
6.61% |
7.25% |
| Seeks to provide investors with current
income and preservation of capital. |
Morningstar Conservative ETF
Asset
Allocation Portfolio – Class II Shares Investment Adviser: ALPS Advisors,
Inc.
Subadviser: Morningstar Investment Management LLC |
0.83%2 |
8.82% |
2.19% |
3.50% |
| Seeks to provide investors with capital
appreciation. |
Morningstar Growth ETF Asset
Allocation
Portfolio – Class II Shares Investment Adviser: ALPS Advisors,
Inc.
Subadviser: Morningstar Investment Management LLC |
0.82% |
17.91% |
8.82% |
9.05% |
| Seeks to provide investors with current
income and capital appreciation. |
Morningstar Income and Growth
ETF Asset
Allocation Portfolio – Class II Shares Investment Adviser: ALPS Advisors,
Inc.
Subadviser: Morningstar Investment Management LLC |
0.84%2 |
11.70% |
4.43% |
5.46% |
| American Funds Insurance Series® | |||||
| The fund’s investment objective is to
provide you, over the long term, with a
high level of total return consistent
with prudent investment management.
Total return comprises the income
generated by the fund and the changes
in the market value of the fund’s
investments. |
Capital World Bond Fund
– Class 2
Shares
Investment Adviser: Capital Research and Management Company |
0.73% |
9.39% |
-2.50% |
1.23% |
| The fund’s investment objective is to
provide long-term growth of capital. |
Global Growth Fund –
Class 2
Shares
Investment Adviser: Capital Research and Management Company |
0.65%2 |
21.62% |
8.23% |
12.17% |
A-2
| Investment Objective |
Portfolio Company and
Adviser/Subadviser |
Current
Expenses1 |
Average Annual Total Returns
(as of December 31, 2025) | ||
| |
|
|
1 year |
5 year |
10 year |
| The fund’s investment objective is to
provide long-term growth of capital. |
Global Small Capitalization
Fund –
Class 2 Shares
Investment Adviser: Capital Research and Management Company |
0.90%2 |
14.64% |
0.49% |
7.23% |
| The fund’s investment objective is to
provide growth of capital. |
Growth Fund – Class 2
Shares Investment Adviser: Capital Research and Management Company |
0.58% |
20.24% |
13.37% |
17.97% |
| The fund’s investment objectives are to
achieve long-term growth of capital and
income. |
Growth-Income Fund –
Class 2
Shares
Investment Adviser: Capital Research and Management Company |
0.53% |
18.06% |
13.90% |
13.92% |
| The fund’s investment objective is to
provide long-term growth of capital. |
International Fund –
Class 2 Shares Investment Adviser: Capital Research and Management Company |
0.72%2 |
26.77% |
3.40% |
7.00% |
| The fund’s investment objective is
long-term capital appreciation. |
New World Fund® – Class 2 Shares
Investment Adviser: Capital Research and Management Company |
0.82%2 |
28.29% |
5.33% |
9.25% |
| The fund’s investment objective is to
provide a high level of current income
consistent with prudent investment
risk and preservation of capital. |
U.S. Government Securities
Fund –
Class 2 Shares
Investment Adviser: Capital Research and Management Company |
0.50%2 |
7.75% |
-0.23% |
1.70% |
| Fidelity® Variable
Insurance Products Funds | |||||
| Seeks reasonable income and the
potential for capital appreciation. The
fund’s goal is to achieve a yield which
exceeds the composite yield on the
securities comprising the Standard &
Poor’s 500SM Index (S&P 500®). |
Equity-Income Portfolio
– Service
Class 2 Shares
Investment Adviser: Fidelity Management & Research Company LLC (FMR) Subadviser: Other investment
advisers serve as sub-advisers for the
fund. |
0.71% |
18.75% |
12.23% |
11.32% |
| Seeks long-term growth of capital. |
Mid Cap Portfolio –
Service Class 2
Shares
Investment Adviser: Fidelity Management & Research Company LLC (FMR) Subadviser: Other investment
advisers serve as sub-advisers for the
fund. |
0.80% |
11.49% |
9.83% |
10.31% |
| Franklin Templeton Variable Insurance Products
Trust | |||||
| Seeks capital appreciation, with income
as a secondary goal. Under normal
market conditions, the fund invests
primarily in U.S. and foreign equity
securities that the investment manager
believes are undervalued. |
Franklin Mutual Shares VIP
Fund –
Class 2 Shares Investment Adviser: Franklin Mutual Advisers, LLC |
0.94% |
11.52% |
9.20% |
7.53% |
| Seeks long-term total return. |
Franklin Small Cap Value VIP
Fund –
Class 2 Shares Investment Adviser: Franklin Mutual Advisers, LLC |
0.91%2 |
7.65% |
8.86% |
9.81% |
A-3
| Investment Objective |
Portfolio Company and
Adviser/Subadviser |
Current
Expenses1 |
Average Annual Total Returns
(as of December 31, 2025) | ||
| |
|
|
1 year |
5 year |
10 year |
| Seeks long-term capital growth. |
Franklin Small-Mid Cap Growth
VIP Fund
– Class 2 Shares Investment
Adviser: Franklin Advisers, Inc. |
1.09% |
2.52% |
1.03% |
9.89% |
| Seeks long-term capital appreciation. |
Templeton Developing Markets
VIP Fund
– Class 2 Shares Investment
Adviser: Templeton Asset Management Ltd. |
1.37% |
46.27% |
5.46% |
10.40% |
| Ivy Variable Insurance Portfolios |
|||||
| To seek to provide total return. |
Nomura VIP Asset Strategy
Series –
Service Class
Shares Investment Adviser: Nomura Management Company |
0.77%2 |
16.66% |
7.07% |
7.84% |
| | |||||
| To seek to provide total return through
a combination of capital appreciation
and current income. |
Nomura VIP Balanced Series
– Service
Class Shares Investment Adviser: Nomura Management Company |
1.03%2 |
11.79% |
7.85% |
8.38% |
| To seek to provide capital growth and
appreciation. |
Nomura VIP Core Equity Series
– Service
Class Shares Investment Adviser: Nomura Management Company |
0.95%2 |
15.30% |
13.79% |
13.78% |
| To seek to provide growth of capital. |
Nomura VIP Global Growth
Series –
Service Class Shares Investment
Adviser: Nomura Management Company |
1.04%2 |
17.93% |
9.99% |
10.71% |
| To seek to provide total return through
a combination of high current income
and capital appreciation. |
Nomura VIP High Income Series
– Service
Class Shares Investment Adviser: Nomura Management Company |
0.97% |
7.17% |
3.73% |
5.56% |
| To seek to provide capital growth and
appreciation. |
Nomura VIP International Core
Equity
Series– Service Class Shares
Investment Adviser: Nomura Management Company |
1.11%2 |
24.17% |
7.83% |
6.62% |
| To seek to provide growth of capital. |
Nomura VIP Mid Cap Growth
Series –
Service Class Shares Investment
Adviser: Nomura Management Company |
1.10%2 |
1.18% |
-0.08% |
10.66% |
| To seek to provide capital growth and
appreciation. |
Nomura VIP Natural Resources
Series –
Service Class Shares Investment
Adviser: Nomura Management Company |
1.12%2 |
37.75% |
15.73% |
6.94% |
| To seek to provide growth of capital. |
Nomura VIP Science and
Technology
Series – Service Class Shares Investment Adviser: Nomura
Management Company |
1.15% |
33.36% |
13.71% |
17.20% |
A-4
| Investment Objective |
Portfolio Company and
Adviser/Subadviser |
Current
Expenses1 |
Average Annual Total Returns
(as of December 31, 2025) | ||
| |
|
|
1 year |
5 year |
10 year |
| To seek to provide growth of capital. |
Nomura VIP Small Cap Growth
Series –
Service Class Shares Investment
Adviser: Nomura Management Company |
1.15%2 |
13.39% |
2.20% |
8.69% |
| To seek to provide capital appreciation. |
Nomura VIP Smid Cap Core
Series –
Service Class Shares Investment
Adviser: Nomura Management Company |
1.19%2 |
8.39% |
8.07% |
9.91% |
| To seek to provide capital appreciation. |
Nomura VIP Value Series
– Service
Class Shares
Investment Adviser: Nomura Management Company |
0.98%2 |
9.41% |
9.49% |
8.92% |
| Janus Aspen Series | |||||
| Seeks long-term capital growth,
consistent with preservation of capital
and balanced by current income. |
Janus Henderson Balanced
Portfolio
– Service Shares Investment
Adviser: Janus Henderson Investors US LLC |
0.87% |
14.82% |
8.21% |
9.86% |
| Seeks long-term growth of capital. |
Janus Henderson Forty
Portfolio –
Service Shares
Investment Adviser: Janus Henderson Investors US LLC |
0.87% |
17.86% |
11.37% |
15.96% |
| Seeks capital appreciation. |
Janus Henderson Mid Cap Value
Portfolio
– Service Shares Investment
Adviser: Janus Henderson Investors US LLC |
1.08%2 |
6.29% |
8.43% |
8.40% |
| Seeks long-term growth of capital. |
Janus Henderson Overseas
Portfolio
– Service Shares Investment
Adviser: Janus Henderson Investors US LLC |
0.96% |
28.58% |
9.17% |
8.97% |
| Lincoln Variable Insurance Products Trust | |||||
| Seeks capital growth in common stocks.
Income is a secondary objective. |
LVIP American Century
Disciplined
Core Value - Service Class Shares Investment Adviser: Lincoln
Financial Investments Corporation
Subadviser: American Century Investment Management, Inc. |
0.96%2 |
14.56% |
8.51% |
10.12% |
| Seeks capital growth. |
LVIP American Century
Inflation
Protection - Service Class
Shares Investment Adviser: Lincoln Financial Investments Corporation Subadviser: American Century
Investment Management, Inc. |
0.72%2 |
6.33% |
0.62% |
2.61% |
| MFS® Variable
Insurance Trust | |||||
| To seek capital appreciation. |
MFS® Mid Cap Growth Series –
Service Class
Investment Adviser: Massachusetts Financial Services Company |
1.06%2 |
3.40% |
3.03% |
11.32% |
A-5
| Investment Objective |
Portfolio Company and
Adviser/Subadviser |
Current
Expenses1 |
Average Annual Total Returns
(as of December 31, 2025) | ||
| |
|
|
1 year |
5 year |
10 year |
| MFS® Variable
Insurance Trust II | |||||
| To seek capital appreciation. |
MFS® International Intrinsic Value
Portfolio – Service
Class Investment Adviser: Massachusetts Financial Services Company |
1.14%2 |
32.96% |
7.02% |
9.68% |
| Morgan Stanley Variable Insurance Fund, Inc.
| |||||
| Seeks long-term capital appreciation by
investing primarily in growth-oriented
equity securities of issuers in emerging
market countries. |
Emerging Markets Equity
Portfolio
– Class II
Shares Investment Adviser: Morgan Stanley Investment Management Inc. Subadviser: Morgan Stanley
Investment Management Company |
1.30%2 |
32.90% |
4.32% |
7.21% |
| Neuberger Berman Advisers Management Trust
| |||||
| The Fund seeks long-term growth of
capital by investing primarily in
securities of companies that meet the
Fund’s environmental, social and
governance (ESG) criteria. |
Neuberger Berman Quality
Equity
Portfolio – Class S
Shares Investment Adviser: Neuberger Berman Investment Advisers LLC |
1.12% |
13.43% |
12.54% |
12.66% |
| PIMCO Variable Insurance Trust |
|||||
| Seeks maximum total return,
consistent with preservation of capital
and prudent investment management. |
PIMCO VIT Low Duration
Portfolio
– Advisor Class
Shares Investment Adviser: Pacific Investment Management Company LLC (“PIMCO”) |
0.76% |
5.42% |
1.47% |
1.69% |
| Seeks maximum total return,
consistent with preservation of capital
and prudent investment management. |
PIMCO VIT Total Return
Portfolio
– Advisor Class
Shares Investment Adviser: Pacific Investment Management Company LLC (“PIMCO”) |
0.83% |
8.78% |
-0.08% |
2.26% |
| Putnam Variable Trust | |||||
| Seeks capital appreciation. |
Putnam VT International
Equity Fund
– Class IB Shares Investment
Adviser: Putnam Investment Management, LLC Subadviser: Franklin Advisers, Inc.
|
1.06% |
37.68% |
9.28% |
8.12% |
| Seeks capital appreciation. |
Putnam VT Large Cap Growth
Fund –
Class IB Shares Investment Adviser: Putnam Investment Management, LLC Subadviser: Franklin Advisers, Inc.
|
0.88% |
14.34% |
13.44% |
17.66% |
| Seeks capital growth and current
income. |
Putnam VT Large Cap Value
Fund –
Class IB Shares
Investment Adviser: Putnam Investment Management, LLC Subadviser: Franklin Advisers, Inc.
|
0.79% |
20.35% |
15.38% |
13.30% |
| Seeks long-term capital appreciation. |
Putnam VT Sustainable Leaders
Fund –
Class IB Shares Investment Adviser: Putnam Investment Management, LLC Subadviser: Franklin Advisers, Inc.
|
0.88% |
10.69% |
10.34% |
14.69% |
A-6
| Investment Objective |
Portfolio Company and
Adviser/Subadviser |
Current
Expenses1 |
Average Annual Total Returns
(as of December 31, 2025) | ||
| |
|
|
1 year |
5 year |
10 year |
| Securian Funds Trust | |||||
| Seeks as high a level of a long-term total
rate of return as is consistent with
prudent investment risk. The Portfolio
also seeks preservation of capital as a
secondary objective. |
SFT Core Bond Fund –
Class 2
Shares
Investment Adviser: Metropolitan West Asset Management, LLC (MetWest) |
0.80% |
7.40% |
-0.47% |
2.10% |
| Seeks to provide growth of capital. |
SFT Macquarie Growth Fund
(Formerly SFT
Delaware IvySM
Growth Fund)
Investment Adviser: Securian Asset Management, Inc. Subadviser: Nomura Management
Company |
0.96% |
8.72% |
12.03% |
15.42% |
| Seeks to provide growth of capital. |
SFT Macquarie Small Cap
Growth Fund
(Formerly SFT Delaware IvySM Small Cap Growth Fund)
Investment Adviser: Securian Asset Management, Inc. Subadviser: Nomura Management
Company |
1.34% |
13.13% |
2.17% |
10.58% |
| Seeks maximum current income to the
extent consistent with liquidity and the
preservation of capital.+ |
SFT Government Money Market
Fund
Investment Adviser: Securian Asset Management, Inc. |
0.66% |
3.63% |
2.75% |
1.67% |
| Seeks investment results generally
corresponding to the aggregate price
and dividend performance of the
publicly traded common stocks that
comprise the Standard & Poor’s 400
MidCap Index (the S&P 400). |
SFT Index 400 Mid-Cap Fund
– Class 2
Shares Investment Adviser: Securian Asset Management, Inc. |
0.57% |
6.87% |
8.46% |
10.08% |
| Seeks investment results that
correspond generally to the price and
yield performance of the common
stocks included in the Standard &
Poor’s 500 Composite Stock Price Index
(the S&P 500). |
SFT Index 500 Fund –
Class 2
Shares
Investment Adviser: Securian Asset Management, Inc. |
0.42% |
17.29% |
13.88% |
14.29% |
| Seeks above average income and
long-term growth of capital. |
SFT Real Estate Securities
Fund –
Class 2 Shares
Investment Adviser: Cohen & Steers |
1.24% |
2.16% |
5.21% |
4.97% |
| Seeks to provide long-term capital
appreciation by investing in common
stocks believed to be undervalued.
Income is a secondary objective. |
SFT T. Rowe Price Value
Fund Investment Adviser: Securian Asset Management, Inc. Subadviser: T. Rowe Price Associates,
Inc. |
1.01% |
11.80% |
10.36% |
10.38% |
| Seeks growth of capital. |
SFT Wellington Core Equity
Fund –
Class 2 Shares
Investment Adviser: Securian Asset Management, Inc. Subadviser: Wellington Management
Company LLP |
1.03% |
13.89% |
11.39% |
12.87% |
1
Current Expenses are each Fund's total annual operating expenses.
A-7
2
This Fund's Current Expenses reflect a temporary expense reimbursement or fee waiver arrangements that are in place and reported in the Fund's prospectus.
+
Although the SFT Government Money Market Fund seeks to preserve its net asset
value at $1.00, per share, it cannot guarantee it will do so. An investment in the SFT Government Money Market Fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any government agency. The SFT
Government Money Market Fund’s sponsor has no legal obligation to provide financial support to the Fund, and You should not expect that the sponsor will provide financial support to the SFT Government Money
Market Fund at any time. In addition, because of expenses incurred by sub-accounts in the Variable Life
Account, during extended periods of low interest rates, the yield of the sub-account that invests in the SFT Government Money Market Fund may become extremely low and possibly negative.
A-8
Statement of Additional
Information
A Statement of Additional Information, with the same date, containing further information about Minnesota Life Variable Life Account and the variable life policy is available without charge from Us at Your request. It has been filed with the SEC and is incorporated by reference into this prospectus. In addition, You may order a personalized illustration of death benefits, cash surrender values, and cash values, without charge, from Us. To request a Statement of Additional Information, a personalized illustration or any information about Your Policy call Us at 1-800-886-1190 or write to Us at: Minnesota Life, Attn: Insurance Administration Services powered by
EXL, 123 Town Square PL, PMB 769, Jersey City, NJ 07310.
Information about Life Variable Life Account (including
the Statement of Additional Information) can be reviewed at the SEC’s website, www.sec.gov and copies of this information may be obtained, after paying a
duplicating fee, by electronic request at the following e-mail address: [email protected]. You can also call the SEC at 1-202-551-8090.
The table of contents for the Statement of Additional Information is as follows:
General Information and
History
Services
Additional Information
Underwriters
Additional Information About Charges
Illustrations
Financial Statements
Other Information
Services
Additional Information
Underwriters
Additional Information About Charges
Illustrations
Financial Statements
Other Information
Contract (Class) Identification No.C000004528
B-1
MINNESOTA LIFE VARIABLE LIFE ACCOUNT
(Exact Name of Registrant)
(Exact Name of Registrant)
Minnesota Life Insurance
Company
(Name of Depositor)
(Name of Depositor)
400 Robert Street North
Saint Paul, Minnesota 55101
(Address of Depositor's Principal Executive Offices)
Saint Paul, Minnesota 55101
(Address of Depositor's Principal Executive Offices)
1-651-665-3500
(Depositor's Telephone Number, including Area Code)
(Depositor's Telephone Number, including Area Code)
Renee D. Montz, Esq.
Senior Vice President, General Counsel and Secretary
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101-2098
(Name and Address of Agent for Service)
Senior Vice President, General Counsel and Secretary
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101-2098
(Name and Address of Agent for Service)
Statement of Additional Information
The date of this document and the prospectus is: May 1,
2026
This Statement of Additional Information is not a prospectus. Much of the information contained in this
Statement of Additional Information expands upon subjects discussed in the prospectus. Therefore, this Statement should be read in conjunction with the Funds’
current prospectuses, bearing the same date, which may be obtained by calling Minnesota Life Insurance Company at 1-800-886-1190, or writing to Minnesota Life at Attn: Insurance Administration Services powered by EXL,
123 Town Square PL, PMB 769, Jersey City, NJ 07310. Defined terms as used in the prospectus and the Policy are incorporated into this Statement of Additional Information.
VAL Survivor
1
General Information and
History
We are Minnesota Life Insurance Company (“Minnesota Life”), a life insurance company
organized under the laws of Minnesota. Minnesota Life was formerly known as The Minnesota
Mutual Life Insurance Company (“Minnesota Mutual”), a mutual life insurance company organized in 1880 under the laws of Minnesota. Effective October 1, 1998, Minnesota Mutual reorganized
by forming a mutual insurance holding company named “Minnesota Mutual Companies, Inc.” Minnesota Mutual continued its corporate existence following conversion
to a Minnesota stock life insurance company named “Minnesota Life Insurance Company.” All of the shares of the voting stock of Minnesota Life are owned by a second tier intermediate stock holding
company named “Securian Financial Group, Inc.,” which in turn is a wholly-owned subsidiary of a first tier intermediate stock holding company named
“Securian Holding Company”, which in turn is a wholly-owned subsidiary of the ultimate parent, Minnesota Mutual Companies, Inc.
Our principal place of business is at 400 Robert Street North, St. Paul,
Minnesota 55101-2098, telephone: (651) 665-3500. We are licensed to do life insurance business in all states of the United States (except New York), the District of Columbia and Puerto Rico.
On October 21, 1985, Our Board of Trustees established a
separate account, called the Minnesota Life Variable Life Account (“Variable Life Account”), in accordance with certain provisions of the Minnesota insurance law. The separate account is registered as a “unit
investment trust” with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940 (“1940 Act”). Registration under the Act does not signify that the SEC
supervises the management, or the investment practices or policies, of the Variable Life Account. The separate account meets the definition of a “separate account” under the federal securities
laws.
We are the legal owner of the assets in the Variable Life Account. The
obligations to Policy Owners and beneficiaries arising under the Policies are general corporate obligations of Minnesota Life and thus Our general assets back the Policies. The Minnesota law under which the Variable
Life Account was established provides that the assets of the Variable Life Account shall not be chargeable with liabilities arising out of any other business which We may
conduct, but shall be held and applied exclusively to the benefit of the holders of those variable life insurance policies for which the separate account was established. The investment performance of the
Variable Life Account is entirely independent of both the investment performance of Our General Account and of any other separate account which We may have established or
may later establish.
The Variable Life Account currently has multiple sub-accounts to which You may
allocate Premiums. Each sub-account invests in shares of a corresponding Portfolio of the Funds.
Services
Minnesota Life provides accounting oversight, financial reporting, legal and other administrative
services. Additional accounting and administrative services are performed by State Street Bank
VAL Survivor
2
and Trust Company (“State
Street”), which includes overnight calculation of Unit Value amounts. Minnesota Life oversees State Street’s performance of these services. State Street
provides Minnesota Life with monthly invoices detailing each service provided and agreed upon
transaction charges for each specific service. State Street’s principal business address is located at 801 Pennsylvania Avenue, Kansas City, Missouri, 64105.
The day-to-day administration of this policy is handled by S. USA Life Insurance
Company (a member of Prosperity Life Group) who contracted with EXL Technology Solutions to perform the servicing on its behalf. This includes the receipt and processing of transactions such as premium
payments, loans, policy adjustments, and the processing of death claims.
Additional Information
Assignment. The Policy may be assigned. The assignment must be in writing and
filed with the Designated Service Provider. We assume no responsibility for the validity or effect of any assignment of the Policy or of any interest in it. Any proceeds which become payable to an assignee will
be payable in a single sum. Any claim made by an assignee will be subject to proof of the assignee’s interest and the extent of the assignment.
Misstatement of Age. If the insured’s age has been misstated, We will
adjust the amount of proceeds payable under the Policy to reflect cost of insurance charges based upon the insured’s correct age.
Incontestability. After a Policy has been in force during the insured’s lifetime for two years from the
original policy date, We may not contest the Policy, except for fraud or for nonpayment of Premium. However, if there has been a face amount increase for which We
required evidence of insurability, We may contest that increase for two years with respect to information provided at that time, during the lifetime of the insured, from the effective date of the
increase.
Suicide. If the insured, whether sane or insane, dies by suicide, within two
years of the original policy date, Our liability will be limited to an amount equal to the Premiums paid for the Policy. If there has been a face amount increase for which We required evidence of insurability, and
if the insured dies by suicide within two years from the effective date of the increase, Our liability with respect to the increase will be limited to an amount equal to
the Premiums paid for such increase.
Dividends. Each year, if Your Policy is a participating policy, We will determine if Your Policy will share
in Our surplus. We call Your share of this participation a dividend. We do not anticipate that dividends will be declared with respect to these Policies.
Dividends, if received, may be added to Your Actual Cash Value or, if You so elect, they may be paid in
cash.
We will allocate any dividend applied to Actual Cash Value to the Guaranteed Principal Account or to the
sub-accounts of the separate account in accordance with Your instructions for new Premiums. In the absence of instruction, We will allocate dividends to the Guaranteed
Principal Account Actual Cash Value and separate account Actual Cash Value in the same proportion that
VAL Survivor
3
those Actual Cash Values bear to each
other and, as to the Actual Cash Value in the separate account, to each sub-account in the proportion that the Actual Cash Value in such sub-account bears to Your Actual Cash Value in all of the sub-accounts.
Reports. At least once each year We will send You a report. This report will include the Actual Cash
Value, the face amount and the variable death benefit as of the date of the report. It will also show the Premiums paid during the Policy Year, policy loan activity and
the Policy Value. We will send the report to You without cost. The information in the report will be current as of a date within two months of its mailing.
Underwriters
The Policies were sold on a continuous offering. On August 9, 2023, Securian Financial Services, Inc.
(“Securian Financial”) closed on the previously announced sale of its retail wealth management business to Cetera Financial Group, Inc. Upon the closing of
the transaction, the substantial majority of registered representatives of Securian Financial, each of whom was also an insurance agent of Minnesota Life, became registered representatives of Cetera Advisor Networks LLC
(“Cetera Advisor Networks”). Prior to the closing of the transaction, Securian Financial and other authorized broker-dealers sold Policies through their
registered representatives, each of whom was also an insurance agent appointed by Minnesota Life. As of August 10, 2023, the Policies are not available for servicing through Securian Financial registered
representatives and are only available for servicing by registered representatives of Cetera Advisor Networks, through their registered representatives who are also
insurance agents appointed by Minnesota Life. Securian Financial acts as principal underwriter for the Policies. Both Securian Financial and Minnesota Life are wholly-owned subsidiaries of Securian Financial Group,
Inc., which is a second-tier subsidiary of a mutual insurance holding company called Minnesota Mutual Companies, Inc.
Securian Financial Services, Inc., whose address is 400 Robert Street North, St. Paul, Minnesota
55101-2098, is a registered broker-dealer under the Securities Exchange Act of 1934 and a
member of the Financial Industry Regulatory Authority. Securian Financial was incorporated in
1984 under the laws of the State of Minnesota.
Compensation. As of August 10, 2023, and as described above, We pay compensation
to unaffiliated broker-dealers for the sale of the Policies. The compensation that we pay to these broker-dealers for the sale of the Polices is generally not expected to exceed, on a present value
basis, the aggregate amount of compensation that we previously paid with respect to sales made by registered representatives of Securian Financial. Unaffiliated broker-dealers pay their sales
representatives all or a portion of the commissions received for their sales of the Policy.
Amounts paid by Minnesota Life to the underwriter for 2025, 2024, and 2023 were
$5,678,084,
$5,164,252,
and $4,895,446, respectively, which include amounts paid for other contracts issued through the Minnesota Life Variable Life Account.
VAL Survivor
4
Additional Information
About Charges
a) Sales Load
See the description of the policy issue
charge in the prospectus.
b) Underwriting Procedures
We require proof of insurability for policy issue and all adjustments resulting in an increase in face
amount or other changes that result in an increase in the net amount at risk in the Policy. Proof of insurability and classification for cost of insurance charges are determined by Our underwriting rules and procedures which utilize factors such as age, sex, health
and occupation. Persons who present a lower mortality risk are charged the most favorable cost of insurance rates.
The basis for the mortality charges guaranteed in the Policies are determined by the sex, tobacco
habits, and age of each insured and are based on the 2001 CSO sex and smoker distinct age nearest birthday mortality tables. In instances where the insurance is required to be provided on a Unisex basis, the guaranteed mortality charges are based on the 2001 CSO
Unisex Table B.
c) Increases in Face Amount
An increase in face amount is a policy adjustment and is subject
to a $95 transaction charge. An increase in face amount will also result in a new policy issue charge.
Illustrations
Personalized illustrations provide You with a hypothetical projection of future Policy Values based upon
Your age, sex, risk class, Premiums paid and death benefit chosen. You may obtain personalized illustrations from Your advisor showing how a policy might perform based
upon different assumptions.
Financial Statements
The financial statements and supplementary schedules of Minnesota Life Insurance Company (the Company)
as of December 31, 2025 and 2024, and for each of the years in the three-year period ended December 31, 2025, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent
auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. KPMG LLP’s report on the financial statements and supplementary schedules of the Company states that the Company prepared its
financial statements using statutory accounting practices prescribed or permitted by the Minnesota Department of Commerce (statutory accounting practices), which is a
basis of accounting other than U.S. generally accepted accounting principles. Accordingly, KPMG LLP’s report states that the Company’s financial statements are not intended to be and, therefore, are
not presented fairly in accordance with U.S. generally accepted accounting principles and further states that those statements are presented fairly, in all material respects, in accordance with the
statutory accounting practices.
VAL Survivor
5
The statement of assets, liabilities, and policy owners’ equity of Minnesota Life Variable Life
Account as of December 31, 2025, the related statement of operations for the year then ended, and the
statements of changes in the net assets for each of the years in the two-year period then ended, have been incorporated by reference herein in reliance upon the report of KPMG LLP,
independent registered public accounting firm, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
As of the date of this Statement of Additional Information,
Minnesota Life Insurance Company and Minnesota Life Variable Life Account engage KPMG LLP, as their independent registered public accounting firm.
Other Information
A registration statement has been filed with the SEC under the Securities Act of 1933 as amended, with
respect to the Policy discussed in this Statement of Additional Information. Not all the information set forth in the registration statement, amendments and exhibits
thereto has been included in this Statement of Additional Information. Statements contained in this Statement of Additional Information as to the contents of the Policy and other legal instruments are
summaries. For a complete statement of the terms of these documents, reference is made to such instruments as filed. The December 31, 2025 financial statements of the Separate Account and the December 31, 2025
financial statements of the Company are incorporated into this SAI by reference to the Separate Account's most recent Form N-VPFS
https://www.sec.gov/Archives/edgar/data/789535/000119312526152664/d100353dnvpfs.htm
filed with the SEC.
VAL Survivor
6
PART C: OTHER
INFORMATION
Item 30. Exhibits
The exhibits to this Registration Statement are listed in the Exhibit Index hereto
and are incorporated herein by reference.
Item
31. Directors and Officers of the
Minnesota Life Insurance Company
| Name and Principal
Business Address |
Position and Offices
with Minnesota Life |
| Erich J. Axmacher
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101 |
Second Vice President, Corporate Compliance Officer and Chief Privacy Officer |
| Matthew J. Bauler Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President –
Affinity Solutions |
| Peter G. Berlute Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Executive Vice President and Chief Financial Officer |
| Patrick J. Boyd Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Enterprise Business Development |
| Mary K. Brainerd
1823 Park Avenue
Mahtomedi, MN 55115 |
Director |
| Emily S. Carlson Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President and Actuary – CFO IRS |
| Nicole R. Carlson Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Enterprise Consulting and Project Management |
| Kimberly K. Carpenter Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – CCO Individual Solutions |
| Paul F. Casey Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Chief Audit Executive |
| Heidi R. Christopherson Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Enterprise Technology |
| Ferenc Csatlos Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Senior Vice President – Operations |
C-1
| Name and Principal Business Address |
Position and Offices with Minnesota Life |
| Jay D. Debertin CHS Inc. 5500 Cenex Drive Inver Grove Heights, MN 55077 |
Director |
| Robert J. Ehren Minnesota Life Insurance Company 400 Robert Street North
St. Paul, MN 55101 |
Executive Vice President |
| Kristin M. Ferguson Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Senior Vice President – Individual Solutions |
| Benjamin G. S. Fowke III Chairman, President and CEO
Xcel Energy, Inc. 414 Nicollet Mall, 401-9 Minneapolis, MN 55401 |
Director |
| Kristi L. Fox Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Executive Vice President and Chief Administrative Officer |
| James Fuller Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Law |
| Siddharth S. Gandhi Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Executive Vice President – Employee Benefit Solutions |
| Sara H. Gavin President, North America Weber Shandwick 510 Marquette Avenue 13F Minneapolis, MN 55402 |
Director |
| Mark J. Geldernick Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Vice President – Affinity Solutions |
| Eric B. Goodman 101 North 7th Street Suite 202 Louisville, KY 40202 |
Director |
| Rebecca Hagen
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101 |
Vice President – Human Resources |
| Darrin Hebert Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Senior Vice President – Chief Information Officer |
C-2
| Name and Principal Business Address |
Position and Offices with Minnesota Life |
| Christopher M. Hilger Minnesota Life Insurance Company 400 Robert Street North
St. Paul, MN 55101 |
Director, Chairman of the Board, President and CEO |
| Suzette Huovinen Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Executive Vice President – Enterprise Capital and Risk Management & President Securian Asset Management |
| Darryl R. Jackson
Hendrick Automotive Group
Suite 100 6000 Monroe Road Charlotte, NC 28212 |
Director |
| Lydia Jilek
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101 |
Second Vice President – Voluntary Benefits |
| Elizabeth Johnson Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Affinity Solutions |
| Jacob D. Jones Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President and Actuary – Business Services |
| D. Bryan Jordan First Horizon Corporation 165 Madison Avenue Memphis, TN 38103 |
Director |
| Sara Kaufman
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101 |
Second Vice President and Actuary – CFO Individual Solutions |
| James Patrick Kolar 1877 Calusa Ct. Marco Island, FL 34145 |
Director |
| Jill E. Kuykendall Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Chief AI Officer |
| Jennifer Lastine Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Vice President – Technology Infrastructure and Enterprise Solutions |
| Brent Lesmeister Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Vice President – Distribution and Relationship Management, Group Benefits |
C-3
| Name and Principal Business Address |
Position and Offices with Minnesota Life |
| Stephanie A.J. Lundquist Cargill, Inc. 15407 McGinty Road West Wayzata, MN 55391 |
Director |
| Ann McGarry Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Chief Marketing Officer |
| Renee D. Montz Minnesota Life Insurance Company 400 Robert Street North
St. Paul, MN 55101 |
Director, Attorney-in-Fact, Senior Vice President, General Counsel and Secretary |
| Susan M. Munson-Regala Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Vice President and Actuary – CFO Group Benefits |
| Ted J. Nistler Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Treasurer |
| Karen Oberle Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Total Rewards |
| Marnie Overman
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101 |
Second Vice President – Group Benefits |
| Christopher B. Owens Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Vice President – Individual Solutions Distribution |
| Meagan M. Phillips Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President and Chief Risk Officer, Enterprise Risk Management |
| Daniel P. Preiner Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Vice President – Law |
| Jamie Proman Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Strategy & Chief of Staff to CEO |
| Susan Mae Reibel 4 Beach Ridge Lane Kincardine, Ontario, Canada N2Z2X6 |
Director |
| Jonathan C. Seaberg Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Chief Administrative Office (CAO), Finance |
C-4
| Name and Principal Business Address |
Position and Offices with Minnesota Life |
| David A. Seidel
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101 |
Senior Vice President – Affinity Solutions |
| Elizabeth A. Simermeyer Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Director |
| Ross Stedman
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101 |
Vice President – Business Services |
| Kyle Strese
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101 |
Second Vice President and Actuary, Group National Account Underwriting |
| Elias J. Vogen Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Second Vice President – Business Operations Employee Benefits Solutions |
| John A. Yaggy Minnesota Life Insurance Company 400 Robert Street North St. Paul, MN 55101 |
Vice President, Controller and Chief Accounting Officer |
Item 32. Persons Controlled by or Under Common Control with Minnesota Life Insurance Company or Minnesota Life Variable Life Account
Wholly-owned subsidiary of Minnesota Mutual
Companies, Inc.:
Securian Holding Company (Delaware)
Securian Holding Company (Delaware)
Wholly-owned subsidiaries of Securian Holding
Company:
Robert Street Property Management, Inc.
Securian Financial Group, Inc. (Delaware)
Robert Street Property Management, Inc.
Securian Financial Group, Inc. (Delaware)
Wholly-owned subsidiaries of Securian Financial
Group, Inc.:
1880 Reinsurance Company (Vermont)
Lowertown Capital, LLC (Delaware)
Minnesota Life Insurance Company
Ochs, Inc.
Securian Asset Management, Inc.
Securian Casualty Company
Securian Financial Services, Inc.
Keystone Reinsurance SPC (Cayman Islands)
Securian Reinsurance Company Ltd. (Bermuda)
Securian Ventures, Inc.
Securian Holding Company Canada, Inc. (British Columbia, Canada)
1880 Reinsurance Company (Vermont)
Lowertown Capital, LLC (Delaware)
Minnesota Life Insurance Company
Ochs, Inc.
Securian Asset Management, Inc.
Securian Casualty Company
Securian Financial Services, Inc.
Keystone Reinsurance SPC (Cayman Islands)
Securian Reinsurance Company Ltd. (Bermuda)
Securian Ventures, Inc.
Securian Holding Company Canada, Inc. (British Columbia, Canada)
Wholly-owned subsidiaries of Minnesota Life
Insurance Company:
Allied Solutions, LLC (Indiana)
Marketview Properties, LLC
Marketview Properties II, LLC
Marketview Properties III, LLC
Marketview Properties IV, LLC
Oakleaf Service Corporation
Allied Solutions, LLC (Indiana)
Marketview Properties, LLC
Marketview Properties II, LLC
Marketview Properties III, LLC
Marketview Properties IV, LLC
Oakleaf Service Corporation
C-5
Securian AAM
Holdings, LLC (Delaware)
Securian Life Insurance Company
Securian Life Insurance Company
Majority-owned subsidiary of Allied Solutions, LLC (Indiana):
Allied Dispatch Solutions, LLC (Delaware)
Vero, LLC (Delaware)
Allied Dispatch Solutions, LLC (Delaware)
Vero, LLC (Delaware)
Majority-owned subsidiary of Securian AAM
Holdings, LLC (Delaware):
Asset Allocation & Management Company, L.L.C. (Delaware)
Asset Allocation & Management Company, L.L.C. (Delaware)
Wholly-owned subsidiaries of Allied Dispatch
Solutions, LLC (Delaware):
Dominion Automobile Association (2004) Limited (Ontario, Canada)
Auto Club of America, Corp. (Oklahoma)
Auto Help Line of America, Inc. (Oklahoma)
Dominion Automobile Association (2004) Limited (Ontario, Canada)
Auto Club of America, Corp. (Oklahoma)
Auto Help Line of America, Inc. (Oklahoma)
Wholly-owned subsidiary of Securian Casualty Company
Securian Specialty Lines, Inc.
Securian Specialty Lines, Inc.
Wholly-owned subsidiary of Securian Holding Company Canada, Inc. (British Columbia, Canada):
Securian Canada, Inc. (British Columbia, Canada)
Securian Canada, Inc. (British Columbia, Canada)
Wholly-owned subsidiaries of Securian Canada, Inc. (British Columbia, Canada):
Armour Group Inc. (Ontario, Canada)
Canadian Premier General Insurance Company (Ontario, Canada)
Canadian Premier Life Insurance Company (British Columbia, Canada))
Armour Group Inc. (Ontario, Canada)
Canadian Premier General Insurance Company (Ontario, Canada)
Canadian Premier Life Insurance Company (British Columbia, Canada))
Wholly-owned subsidiaries of Armour Group, Inc. (Ontario, Candada):
Integrated Warranty Services Inc. (Ontario, Canada)
Premium Services Group Inc. (Ontario, Canada)
VA Insurance Services Inc. (Ontario, Canada)
Vehicle Armour Inc. (Ontario, Canada)
Loan Armour Insurance Solutions, Inc. (Ontario, Canada)
1001149900 Ontario Inc. (Ontario, Canada)
Integrated Warranty Services Inc. (Ontario, Canada)
Premium Services Group Inc. (Ontario, Canada)
VA Insurance Services Inc. (Ontario, Canada)
Vehicle Armour Inc. (Ontario, Canada)
Loan Armour Insurance Solutions, Inc. (Ontario, Canada)
1001149900 Ontario Inc. (Ontario, Canada)
Open-end registered investment company offering shares to separate accounts of Minnesota Life Insurance Company and Securian Life Insurance Company:
Securian Funds Trust
Securian Funds Trust
Majority-owned subsidiaries of Securian
Financial Group, Inc.:
Empyrean Holding Company, Inc. (Delaware)
Empyrean Holding Company, Inc. (Delaware)
Wholly-owned subsidiary of Empyrean Holding Company, Inc. (Delaware):
Empyrean Benefit Solutions, Inc. (Delaware)
Empyrean Benefit Solutions, Inc. (Delaware)
Wholly-owned subsidiaries of
Empyrean Benefit Solutions, Inc. (Delaware):
Empyrean Insurance Services, Inc. (Texas)
Empyrean Insurance Services, Inc. (Texas)
Unless indicated otherwise parenthetically, each of the above entities is organized
under Minnesota law.
Item 33. Indemnification
The State of Minnesota has an indemnification statute (Minnesota Statutes 300.083),
as amended, effective January 1, 1984, which requires indemnification of individuals only under the circumstances described by the statute. Expenses incurred in the
defense of any action, including attorneys’ fees, may be advanced to the individual after written request by the board of directors upon receiving an undertaking from the individual to repay any amount advanced unless it is ultimately determined that he or she is entitled to be indemnified by the corporation as authorized by the statute and after a determination that the facts then known to those making the determination would not preclude indemnification.
Indemnification is required for persons made a part to a proceeding by reason of
their official capacity so long as they acted in good faith, received no improper personal benefit and have not been indemnified by another organization. In the case of a
criminal proceeding, they must also have had no reasonable cause to believe the conduct was unlawful. In respect to other acts arising out
C-6
of official capacity: (1) where the
person is acting directly for the corporation there must be a reasonable belief by the person that his or her conduct was in the best interests of the corporation or, (2)
where the person is serving another organization or plan at the request of the corporation, the person must have reasonably believed that his or her conduct was not
opposed to the best interests of the corporation. In the case of persons not directors, officers or policy-making employees, determination of eligibility for indemnification may be made by a board-appointed committee of which a director is a member. For other employees, directors and officers, the determination of eligibility is made by the Board or a committee of the Board, special legal counsel, the shareholder of the corporation or pursuant to a judicial proceeding.
Insofar as indemnification for liability arising under the Securities Act of 1933
(”the Act”) may be permitted to directors, officers and controlling persons of Minnesota Life Insurance Company and the Minnesota Life Variable Life Account
pursuant to the foregoing provisions, or otherwise, Minnesota Life Insurance Company and the Minnesota Life Variable Life Account have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Minnesota Life Insurance Company and the Minnesota Life Variable Life Account of expenses incurred or paid by a director, officer or controlling person of Minnesota Life Insurance Company and the Minnesota Life Variable Life Account in the successful defense of any action, suit or proceeding) is asserted by such director, officer of controlling person in connection with the securities being registered, Minnesota Life Insurance Company and the Minnesota Life Variable Life Account will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 34. Principal Underwriters
(a)
Securian Financial Services, Inc. currently acts as a principal underwriter for the
following investment companies:
Variable Fund D
Variable Annuity Account
Minnesota Life Variable Life Account
Minnesota Life Individual Variable Universal Life Account
Minnesota Life Variable Universal Life Account
Securian Life Variable Universal Life Account
Variable Annuity Account
Minnesota Life Variable Life Account
Minnesota Life Individual Variable Universal Life Account
Minnesota Life Variable Universal Life Account
Securian Life Variable Universal Life Account
(b)
The name and principal business address, positions and offices with Securian
Financial Services, Inc., and positions and offices with Registrant of each director and officer of Securian Financial Services, Inc. is as follows:
| Name and Principal Business Address |
Positions and Offices with Underwriter |
| Kimberly K. Carpenter
Securian Financial Services, Inc.
400 Robert Street North St. Paul, MN 55101 |
Chief Executive Officer, President and Director |
| Kristin M. Ferguson
Securian Financial Services, Inc.
400 Robert Street North St. Paul, MN 55101 |
Vice President, Chief Financial Officer, Treasurer, FINOP, Principal Operations Officer and Director |
| Renee D. Montz Securian Financial Services, Inc. 400 Robert Street North St. Paul, MN 55101 |
Director |
| Caleb Nicholson Securian Financial Services, Inc. 400 Robert Street North
St. Paul, MN 55101 |
Secretary |
C-7
| Name and Principal Business Address |
Positions and Offices with Underwriter |
| Jessica Parrucci Securian Financial Services, Inc. 400 Robert Street North
St. Paul, MN 55101 |
Vice President, Chief Compliance Officer and Anti-Money Laundering Compliance Officer |
(c)
All commissions and other compensation received by each principal underwriter,
directly or indirectly, from the Registrant during the Registrant’s last fiscal
year:
| Name of
Principal Underwriter |
Net Underwriting
Discounts and
Commissions |
Compensation on
Redemption |
Brokerage
Commissions |
Other
Compensation |
| Securian Financial Services, Inc. |
$5,678,084 |
— |
— |
— |
Item 35. Location of Accounts and Records
The accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are in the physical possession of Minnesota Life Insurance Company, St. Paul, Minnesota
55101.
Item 36. Management Services
None.
Item 37. Fee Representation
Minnesota Life Insurance Company hereby represents that, as to the variable
life insurance policies which are the subject of this Registration Statement, File No. 333-120704, the fees and charges deducted under the contract, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by Minnesota Life Insurance Company.
C-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Minnesota Life Variable Life Account, certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of St. Paul and the State of Minnesota, on the 28th day of April, 2026.
MINNESOTA LIFE VARIABLE LIFE
ACCOUNT
(Registrant)
(Registrant)
By: MINNESOTA LIFE INSURANCE COMPANY
(Depositor)
(Depositor)
By /s/ Christopher M. Hilger
Christopher M. Hilger
Chairman of the Board,
President and Chief Executive Officer
Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 (and the Investment Company Act of 1940), the Depositor, Minnesota
Life Insurance Company, certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of St. Paul and the State of Minnesota, on the 28th day of April, 2026.
Life Insurance Company, certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of St. Paul and the State of Minnesota, on the 28th day of April, 2026.
MINNESOTA LIFE INSURANCE
COMPANY
(Depositor)
(Depositor)
By /s/ Christopher M. Hilger
Christopher M. Hilger
Chairman of the Board,
President and Chief Executive Officer
Chairman of the Board,
President and Chief Executive Officer
As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons in their capacities with the Depositor and on the dates indicated.
| Signature |
Title |
Date |
| /s/ Christopher M. Hilger Christopher M. Hilger |
Chairman of the Board, President and Chief Executive Officer |
April 28, 2026 |
| * Peter G. Berlute |
Director |
April 28, 2026 |
| * Mary K. Brainerd |
Director |
April 28, 2026 |
| * Robert J. Ehren |
Director |
April 28, 2026 |
| * Benjamin G.S. Fowke III |
Director |
April 28, 2026 |
| * Sara H. Gavin |
Director |
April 28, 2026 |
| * Eric B. Goodman |
Director |
April 28, 2026 |
| Signature |
Title |
Date |
| * D. Bryan Jordan |
Director |
April 28, 2026 |
| * James P. Kolar |
Director |
April 28, 2026 |
| * Stephanie A.J. Lundquist |
Director |
April 28, 2026 |
| * Renee D. Montz |
Director |
April 28, 2026 |
| * Susan M. Reibel |
Director |
April 28, 2026 |
| /s/ Peter G. Berlute Peter G. Berlute |
Executive Vice President and Chief Financial Officer (chief financial officer) |
April 28, 2026 |
| /s/ John A. Yaggy John A. Yaggy |
Vice President and Controller (chief accounting officer) |
April 28, 2026 |
| /s/ Ted J. Nistler Ted J. Nistler |
Second Vice President and Treasurer (treasurer) |
April 28, 2026 |
| /s/ Renee D. Montz Renee D. Montz |
Director, Attorney-in-Fact, Senior Vice President, General Counsel and Secretary |
April 28, 2026 |
* Pursuant to power of attorney dated April 14, 2026, a copy of which
is filed herewith.
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit |
| 30 (a) |
|
| 30 (b) |
Not Applicable. |
| 30 (c) (1) |
|
| 30 (c) (2) |
|
| 30 (d) (1) |
|
| 30 (d) (2) |
|
| 30 (d) (3) |
|
| 30 (d) (4) |
|
| 30 (e) (1) |
|
| 30 (e) (2) |
|
| 30 (e) (3) |
|
| 30 (e) (4) |
|
| 30 (e) (5) |
I-1
| Exhibit Number |
Description of Exhibit |
| 30 (e) (6) |
|
| 30 (e) (7) |
|
| 30 (e) (8) |
|
| 30 (e) (9) |
|
| 30 (e) (10) |
|
| 30 (e) (11) |
|
| 30 (e) (12) |
|
| 30 (e) (13) |
|
| 30 (f) (1) |
|
| 30 (f) (2) |
|
| 30 (g) (1) |
|
| 30 (g) (2) |
I-2
| Exhibit Number |
Description of Exhibit |
| 30 (g) (3) |
|
| 30 (g) (4) |
|
| 30 (g) (5) |
|
| 30 (g) (6) |
|
| 30 (g) (7) |
|
| 30 (g) (8) |
|
| 30 (h) (1) (i) |
|
| 30 (h) (1) (ii) |
|
| 30 (h) (2) (i) |
|
| 30 (h) (2) (ii) |
I-3
| Exhibit Number |
Description of Exhibit |
| 30 (h) (2) (iii) |
|
| 30 (h) (2) (iv) |
|
| 30 (h) (2) (v) |
|
| 30 (h) (2) (vi) |
|
| 30 (h) (2) (vii) |
|
| 30 (h) (2) (viii) |
|
| 30 (h) (2) (ix) |
|
| 30 (h) (2) (x) |
|
| 30 (h) (3) (i) |
|
| 30 (h) (3) (ii) |
|
| 30 (h) (3) (iii) |
|
I-4
| Exhibit Number |
Description of Exhibit |
| 30 (h) (4) (i) |
|
| 30 (h) (5) (i) |
|
| 30 (h) (5) (ii) |
|
| 30 (h) (5) (iii) |
|
| 30 (h) (5) (iv) |
|
| 30 (h) (5) (v) |
|
| 30 (h) (5) (vi) |
|
| 30 (h) (5) (vi) (i) |
|
| 30 (h) (5) (vii) |
|
| 30 (h) (5) (viii) |
|
| 30 (h) (5) (ix) |
|
I-5
| Exhibit Number |
Description of Exhibit |
| 30 (h) (5) (x) |
|
| 30 (h) (6) (i) |
|
| 30 (h) (6) (ii) |
|
| 30 (h) (6) (iii) |
|
| 30 (h) (6) (iv) |
|
| 30 (h) (6) (v) |
|
| 30 (h) (6) (vi) |
|
| 30 (h) (6) (vii) |
|
| 30 (h) (6) (viii) |
|
| 30 (h) (7) (i) |
|
| 30 (h) (7) (ii) |
|
| 30 (h) (7) (iii) |
|
I-6
| Exhibit Number |
Description of Exhibit |
| 30 (h) (7) (iv) |
|
| 30 (h) (7) (v) |
|
| 30 (h) (7) (vi) |
|
| 30 (h) (7) (vii) |
|
| 30 (h) (7) (viii) |
|
| 30 (h) (7) (ix) |
|
| 30 (h) (8) (i) |
|
| 30 (h) (8) (ii) |
|
| 30 (h) (8) (iii) |
|
| 30 (h) (8) (iv) |
|
| 30 (h) (8) (v) |
|
| 30 (h) (8) (vi) |
I-7
| Exhibit Number |
Description of Exhibit |
| 30 (h) (8) (vii) |
|
| 30 (h) (8) (viii) |
|
| 30 (h) (9) (i) |
|
| 30 (h) (9) (ii) |
|
| 30 (h) (9) (iii) |
|
| 30 (h) (9) (iv) |
|
| 30 (h) (9) (v) |
|
| 30 (h) (9) (vi) |
|
| 30 (h) (10) (i) |
Not applicable. |
| 30 (h) (10) (ii) |
Not applicable. |
| 30 (h) (11) (i) |
|
| 30 (h) (11) (ii) |
|
| 30 (h) (11) (iii) |
|
I-8
| Exhibit Number |
Description of Exhibit |
| 30 (h) (11) (iv) |
|
| 30 (h) (11) (v) |
|
| 30 (h) (11) (vi) |
|
| 30 (h) (11) (vii) |
|
| 30 (h) (11) (viii) |
|
| 30 (h) (11) (ix) |
|
| 30 (h) (11) (x) |
|
| 30 (h) (11) (xi) |
|
| 30 (h) (11) (xii) |
|
| 30 (h) (11) (xiii) |
|
| 30 (h) (11) (xiv) |
|
I-9
| Exhibit Number |
Description of Exhibit |
| 30 (h) (12) (i) |
|
| 30 (h) (12) (ii) |
|
| 30 (h) (12) (iii) |
|
| 30 (h) (12) (iv) |
|
| 30 (h) (12) (v) |
|
| 30 (h) (12) (vi) |
|
| 30 (h) (12) (vii) |
|
| 30 (h) (12) (viii) |
|
| 30 (h) (12) (ix) |
|
| 30 (h) (12) (x) |
|
I-10
| Exhibit Number |
Description of Exhibit |
| 30 (h) (12) (xi) |
|
| 30 (h) (12) (xii) |
|
| 30 (h) (12) (xiii) |
|
| 30 (h) (13) (i) |
|
| 30 (h) (13) (ii) |
|
| 30 (h) (13) (iii) |
|
| 30 (h) (13) (iv) |
|
| 30 (h) (13) (v) |
|
| 30 (h) (13) (vi) |
|
| 30 (h) (14) (i) |
|
| 30 (h) (14) (ii) |
|
I-11
| Exhibit Number |
Description of Exhibit |
| 30 (h) (15) (i) |
|
| 30 (h) (15) (ii) |
|
| 30 (h) (15) (iii) |
|
| 30 (h) (16) (i) |
|
| 30 (h) (17) (i) |
|
| 30 (h) (17) (ii) |
|
| 30 (h) (17) (iii) |
|
| 30 (h) (17) (iv) |
|
| 30 (h) (17) (v) |
|
| 30 (h) (17) (vi) |
|
I-12
| Exhibit Number |
Description of Exhibit |
| 30 (h) (18) (i) |
|
| 30 (h) (18) (ii) |
|
| 30 (h) (18) (iii) |
|
| 30 (h) (18) (iv) |
|
| 30 (h) (18) (v) |
|
| 30 (h) (18) (vi) |
|
| 30 (h) (18) (vii) |
|
| 30 (h) (18) (viii) |
|
| 30 (h) (18) (ix) |
|
| 30 (h) (18) (x) |
|
I-13
| Exhibit Number |
Description of Exhibit |
| 30 (h) (19) (i) |
|
| 30 (h) (19) (ii) |
|
| 30 (h) (20) (i) |
Not Applicable. |
| 30 (h) (21) (i) |
|
| 30 (h) (21) (ii) |
|
| 30 (h) (21) (iii) |
|
| 30 (h) (21) (iv) |
|
| 30 (h) (21) (v) |
|
| 30 (h) (21) (vi) |
|
| 30 (h) (22) (i) |
|
| 30 (h) (22) (ii) |
|
| 30 (h) (22) (iii) |
|
I-14
| Exhibit Number |
Description of Exhibit |
| 30 (h) (22) (iv) |
|
| 30 (h) (22) (v) |
|
| 30 (h) (22) (vi) |
|
| 30 (h) (22) (vii) |
|
| 30 (h) (22) (viii) |
|
| 30 (h) (22) (ix) |
|
| 30 (h) (23) (i) |
|
| 30 (h) (23) (ii) |
|
| 30 (h) (23) (iii) |
|
| 30 (h) (23) (iv) |
|
| 30 (h) (23) (v) |
|
| 30 (h) (23) (vi) |
|
I-15
| Exhibit Number |
Description of Exhibit |
| 30 (h) (23) (vii) |
|
| 30 (h) (23) (viii) |
|
| 30 (h) (24) (i) |
|
| 30 (h) (24) (ii) |
|
| 30 (h) (24) (iii) |
|
| 30 (h) (24) (iv) |
|
| 30 (h) (24) (v) |
|
| 30 (h) (25) |
|
| 30 (i) (1) (i) |
|
| 30 (i) (1) (ii) |
|
| 30 (i) (2)(i) |
I-16
| Exhibit Number |
Description of Exhibit |
| 30 (i) (2) (ii) |
|
| 30 (i) (3) |
|
| 30 (i) (4) |
|
| 30 (i) (4) (i) |
|
| 30 (i) (5) |
|
| 30 (j) |
Not Applicable. |
| 30 (k) |
|
| 30 (l) |
Not Applicable. |
| 30 (m) |
Not Applicable. |
| 30 (n) |
|
| 30 (o) |
Not Applicable. |
| 30 (p) |
Not Applicable. |
| 30 (q) |
|
| 30 (r) |
Not Applicable. |
| 30 (s) |
I-17
ATTACHMENTS / EXHIBITS
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