<PAGE>
SUPPLEMENT DATED FEBRUARY 1, 2000 TO THE PROSPECTUS DATED
MAY 3, 1999
MINNESOTA LIFE VARIABLE LIFE ACCOUNT
The above prospectus is supplemented by the addition of the following underlying
funds as investment options:
Fidelity Variable Insurance Products Funds -- Mid Cap Portfolio, Service
Class 2 Shares
Fidelity Variable Insurance Products Funds -- Contrafund Portfolio,
Service Class 2 Shares
Fidelity Variable Insurance Products Funds -- Equity-Income Portfolio,
Service Class 2 Shares
Fidelity Management & Research serves as the investment adviser to all three of
the above portfolios.
Janus Aspen Series -- Capital Appreciation Portfolio, Service Shares
Janus Aspen Series -- International Growth Portfolio, Service Shares
Janus Capital serves as the investment adviser to both of the above portfolios.
Information specific to each of the above Funds may be found in a separate
prospectus. You may request a prospectus by contacting your representative or by
calling 1-800-995-3850.
The table entitled "Fund Annual Expenses" is supplemented as follows:
<TABLE>
<CAPTION>
Total annual
fund
operating Total annual
expenses Total fund operating
without waivers expenses with
Management Other Distribution waivers or and waivers or
fee expenses (12b-1) fees reduction (3) reductions reductions (3)
----------- -------- ------------ -------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Variable Insurance
Products Funds:
VIP Mid Cap Portfolio:
Service Class 2 (1) 0.59%(4) 0.41%(4) 0.25% 1.25% -- 1.25%
VIP Contrafund Portfolio:
Service Class 2 (1) 0.59% 0.11% 0.25% 0.95% -- 0.95%
VIP Equity-Income Portfolio:
Service Class 2 (1) 0.49% 0.09% 0.25% 0.83% -- 0.83%
Janus Aspen Series:
Capital Appreciation
Portfolio --
Service Shares (2) 0.73% 0.04% 0.25% 1.02% 0.07% 0.95%
International Growth
Portfolio --
Service Shares (2) 0.72% 0.09% 0.25% 1.06% 0.06% 1.00%
</TABLE>
(1) Invests in Service Class 2 Shares which have a distribution plan or Rule
12b-1 Plan which is described in the Fund's prospectus.
(2) Invests in Aspen Series Service Shares which have a distribution plan or
Rule 12b-1 Plan which is described in the Fund's prospectus.
(3) The Fund's Adviser has voluntarily agreed to waive certain expenses of the
Portfolios. The waiver arrangements are described in the Fund's prospectus.
(4) Fee amount is based upon an estimate of fund expenses since the Portfolio's
inception was 12/28/99.
Investors should retain this supplement for future reference.
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F. 54547 2-2000 -- VAL, VAL-SD
