Supplement dated October 1, 1998 to the:
Prospectus for Minnesota Mutual Variable Fund D dated May 1, 1998
Prospectus for the Advantus Series Fund, Inc. dated May 1, 1998
References in the Prospectus to The Minnesota Mutual Life Insurance Company
shall be supplemented with the following information:
MINNESOTA LIFE INSURANCE COMPANY
Pursuant to a Plan of Reorganization (the "Plan") approved by the Board of
Trustees and policyholders entitled to vote on the matter, the Company has
reorganized into a mutual insurance holding company structure effective
October 1, 1998. As a result of the Plan, the Company will continue its
corporate existence as a stock life insurance company and which is a third
tier subsidiary of a newly-organized mutual insurance holding company,
Minnesota Mutual Companies, Inc. On October 1, 1998 the name of the Company
was changed to Minnesota Life Insurance Company ("Minnesota Life").
Prior to the adoption of the Plan, Company policy and contract owners had
both contract rights and membership rights in the Company. The principal
contract right of policy and contract owners is the right to receive the type
and amount of benefits specified in their policies or contracts in accordance
with their terms and provisions, including the right to receive policy
dividends when, if, and as declared by the Company. On October 1, 1998, the
membership interests and the contractual rights of owners of Company policies
and contracts will be separated. The membership interests in the Company
will be exchanged for membership interests in Minnesota Mutual Companies,
Inc. and the contractual rights will remain with Minnesota Life. Persons
purchasing Minnesota Life contracts after October 1, 1998 will receive
similar membership interests in Minnesota Mutual Companies, Inc., which will
exist during the period that their contracts remain in force.
The terms and provisions of the contracts of the Company, including those
described in this Prospectus, which are in force on October 1, 1998 will not
be changed by the completion of the Plan and will continue, after that date,
as contracts of Minnesota Life. However, as a result of the Plan newly-
issued contracts, including the contracts described in this Prospectus, will
no longer be eligible to participate in the Company's divisible surplus.
Accordingly, the discussion under the sub-heading "Participation in Divisible
Surplus" in the Prospectus is deleted. The Separate Account will continue as
a separate account of Minnesota Life known after October 1, 1998 as the
Variable Fund D.
ADVANTUS SERIES FUND, INC.
References in the Prospectus to The Minnesota Mutual Life Insurance Company
shall be supplemented by the information described above and shall now refer
to Minnesota Life Insurance Company. There has been no change in the control
of Advantus Capital Management, Inc. and it remains a subsidiary of Minnesota
Life Insurance Company.
The Prospectus discussion under the heading "Investment Restrictions" at
pages 62-63 should note that the fundamental investment restriction which
generally prohibits Portfolios from investing more than 25% of assets in the
securities of issuers in a single industry does not apply to the Real Estate
Securities Portfolio. This restriction does not apply to that Portfolio
which normally invests at least 65% of its Portfolio assets in real estate
securities or real estate related securities.
Effective October 1, 1998, the Portfolio Manager of the Small Company Value
Portfolio of the Advantus Series Fund, Inc. will be Mark L. Henneman. Mr.
Henneman has been a Vice President and Portfolio Manager of Advantus Capital
Management, Inc. since July 1998. Prior to that time, Mr. Henneman was a
Senior Equity Analyst from September 1995 to June 1998, The St. Paul
Companies, St. Paul, Minnesota; and was a Quantitative/Fundamental Analyst
from May 1992 to September 1995, The St. Paul Companies, St. Paul, Minnesota.
F. 52651 10-1998
