<PAGE>
File Number 33-79534
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment Number
Post-Effective Amendment Number 3
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment Number 3
MINNESOTA MUTUAL GROUP VARIABLE ANNUITY ACCOUNT
-----------------------------------------------
(Exact Name of Registrant)
The Minnesota Mutual Life Insurance Company
-------------------------------------------
(Name of Depositor)
400 Robert Street North, St. Paul, Minnesota 55101-2098
-------------------------------------------------------
(Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, Including Area Code: (612) 298-3500
Dennis E. Prohofsky Copy to:
Vice President, General Counsel and Secretary J. Sumner Jones, Esq.
The Minnesota Mutual Life Insurance Company Jones & Blouch L.L.P.
400 Robert Street North 2100 Pennsylvania Avenue, N.W.
St. Paul, Minnesota 55101-2098 Washington, D.C. 20037
(Name and Address of Agent for Service)
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (check appropriate box)
immediately upon filing pursuant to paragraph (b)
---
X on December 15, 1995, pursuant to paragraph (b)
---
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 BOX:
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
PART C
OTHER INFORMATION
<PAGE>
Minnesota Mutual Group Variable Annuity Account
Cross Reference Sheet to Other Information
Form N-4
Item
Number
- ------
24. Financial Statements and Exhibits
25. Directors and Officers of the Depositor
26. Persons Controlled by or Under Common Control with
the Depositor or Registrant
27. Number of Contract Owners
28. Indemnification
29. Principal Underwriters
30. Location of Accounts and Records
31. Management Services
32. Undertakings
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited Financial Statements of Minnesota Mutual Group
Variable Annuity Account for the period ended December 31,
1994, are included in Part B of this filing and consist of
the following:
1. Independent Auditors' Report - Minnesota Mutual Group
Variable Annuity Account
2. Statement of Assets and Liabilities - Minnesota Mutual
Group Variable Annuity Account
3. Statements of Operations - Minnesota Mutual Group
Variable Annuity Account
4. Statements of Changes in Net Assets - Minnesota
Mutual Group Variable Annuity Account
5. Notes to Financial Statements - Minnesota Mutual
Group Variable Annuity Account
(b) Audited Financial Statements of The Minnesota Mutual Life
Insurance Company for the period ended December 31, 1994,
are included in Part B of this filing and consist of the
following:
1. Independent Auditors' Report - The Minnesota Mutual
Life Insurance Company
2. Balance Sheets - The Minnesota Mutual Life Insurance Company
3. Statements of Operations and Policyowners' Surplus -
The Minnesota Mutual Life Insurance Company
4. Statements of Cash Flows - The Minnesota Mutual Life
Insurance Company
5. Notes to Financial Statements - The Minnesota Mutual
Life Insurance Company
6. Summary of Investments - Other than Investments in
Related Parties - The Minnesota Mutual Life Insurance
Company
7. Supplementary Insurance Information - The Minnesota
Mutual Life Insurance Company
8. Reinsurance - The Minnesota Mutual Life Insurance Company
9. Short-term Borrowings - The Minnesota Mutual Life
Insurance Company
<PAGE>
(c) Exhibits
1. The Resolution of The Minnesota Mutual Life Insurance
Company's Board of Trustees establishing Minnesota
Mutual Group Variable Annuity Account, previously filed
on May 31, 1994, as this Exhibit to Registrant's Form N-4,
File Number 33-79534, is hereby incorporated by reference.
2. Not applicable.
3. (a) Form of Distribution Agreement, previously
filed on May 31, 1994, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is
hereby incorporated by reference.
(b) Form of Broker-Dealer Sales Agreement,
previously filed on May 31, 1994, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is
hereby incorporated by reference.
4. (a) The specimen copy of the Group Deferred
Variable Annuity Contract, form number 94-9310,
previously filed on May 31, 1994, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is
hereby incorporated by reference.
(b) The specimen copy of the Participant's
Certificate of Insurance, form number 94-9311,
previously filed on May 31, 1994, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is
hereby incorporated by reference.
(c) The specimen copy of the Annuitization
Endorsement, form number 94-9312, previously filed
on May 31, 1994, as this Exhibit to Registrant's
Form N-4, File Number 33-79534, is hereby
incorporated by reference.
(d) The specimen copy of the Group Deferred Variable
Annuity Contract, form number 95-9330, previously filed, in
Post-Effective Amendment Number 2, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is hereby
incorporated by reference.
(e) The specimen copy of the Group Deferred Variable Annuity
Certificate, form number 95-9331, previously filed, in
Post-Effective Amendment Number 2, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is hereby
incorporated by reference.
(f) The specimen copy of the Group Deferred Variable Annuity
Contract, form number 95-9332, previously filed, in
Post-Effective Amendment Number 2, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is hereby
incorporated by reference.
(g) The specimen copy of the Group Deferred Variable Annuity
Certificate, form number 95-9333, previously filed, in
Post-Effective Amendment Number 2, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is hereby
incorporated by reference.
(h) The specimen copy of the Group Deferred Variable Annuity
Certificate, form number 95-9338, previously filed, in
Post-Effective Amendment Number 2, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is hereby
incorporated by reference.
5. (a) Application, form number F. 18210 Rev. 12-81,
Contract Owner Application, previously filed on May
31, 1994, as this Exhibit to Registrant's Form N-4,
File Number 33-79534, is hereby incorporated by reference.
(b) Application, form number MSRS 240 Rev. 9-94,
Participant Application, previously filed as this
Exhibit to Registrant's Form N-4, Pre-Effective
Amendment Number 1, File Number 33-79534, is hereby
incorporated by reference.
(c) Annuity Application, form number 95-9325, previously filed,
in Post-Effective Amendment Number 2, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is hereby
incorporated by reference.
(d) Group TSA Variable Annuity Application, form number
95-9329, previously filed, in Post-Effective Amendment
Number 2, as this Exhibit to Registrant's Form N-4,
File Number 33-79534, is hereby incorporated by reference.
6. (a) The Articles of Re-Incorporation of The
Minnesota Mutual Life Insurance Company, previously
filed on August 25, 1995, as this Exhibit 6(a) to
Form N-4, File Number 33-62147, is hereby
incorporated by reference.
(b) The By-Laws of The Minnesota Mutual Life Insurance Company,
previously filed on August 25, 1995, as this Exhibit 6(b)
to Form N-4, File Number 33-62147, is hereby incorporated by
reference.
7. Not applicable.
<PAGE>
8. Deferred Compensation Business Plan Agreement,
previously filed on May 31, 1994, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is hereby
incorporated by reference.
9. Opinion and Consent of Donald F. Gruber, Esq, previously filed, in
Post-Effective Amendment Number 2, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is hereby
incorporated by reference.
10. (a) Consent of KPMG Peat Marwick LLP, previously filed, in
Post-Effective Amendment Number 2, as this Exhibit to
Registrant's Form N-4, File Number 33-79534, is hereby
incorporated by reference.
(b) The Minnesota Mutual Life Insurance Company
Board of Trustees' Power of Attorney to Sign
Registration Statement.
11. Not applicable.
12. Not applicable.
13. Schedule for Computation of Performance Quotations.
(a) Money Market Segregated Sub-Account
Performance Calculations, previously filed on May
31, 1994, as this Exhibit to Registrant's Form N-4,
File Number 33-79534, is hereby incorporated by reference.
(b) Index 500 Segregated Sub-Account Performance
Calculations, previously filed on May 31, 1994, as
this Exhibit to Registrant's Form N-4, File Number
33-79534, is hereby incorporated by reference.
(c) Long-Term Corporate Segregated Sub-Account
Performance Calculations, previously filed on May
31, 1994, as this Exhibit to Registrant's Form N-4,
File Number 33-79534, is hereby incorporated by reference.
(d) Vanguard/Wellington Segregated Sub-Account
Performance Calculations, previously filed on May
31, 1994, as this Exhibit to Registrant's Form N-4,
File Number 33-79534, is hereby incorporated by reference.
(e) Fidelity Contrafund Segregated Sub-Account
Performance Calculations, previously filed on May
31, 1994, as this Exhibit to Registrant's Form N-4,
File Number 33-79534, is hereby incorporated by reference.
(f) Scudder International Segregated Sub-Account
Performance Calculations, previously filed on May
31, 1994, as this Exhibit to Registrant's Form N-4,
File Number 33-79534, is hereby incorporated by reference.
(g) Janus Twenty Segregated Sub-Account
Performance Calculations, previously filed on May
31, 1994, as this Exhibit to Registrant's Form N-4,
File Number 33-79534, is hereby incorporated by reference.
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
Name and Principal Positions and Offices Positions and Offices
Business Address with Insurance Company with Registrant
- ------------------ ---------------------- ----------------------
Anthony L. Andersen Trustee None
H. B. Fuller Company
2400 Energy Park Drive
St. Paul, MN 55108
John F. Grundhofer Trustee None
First Bank System, Inc.
601 2nd Avenue South
Suite 2900
Minneapolis, MN 55402-4302
Lloyd P. Johnson Trustee None
Norwest Corporation
4900 IDS Ctr.
80 S. 8th Street
Minneapolis, MN 55479
Harold V. Haverty Trustee None
Deluxe Corporation
1080 West County Road F
Shoreview, MN 55126-8201
David S. Kidwell, Ph.D. Trustee None
The Curtis L. Carlson
School of Management
University of Minnesota
271 19th Avenue South
Minneapolis, MN 55455
Reatha C. King, Ph.D. Trustee None
General Mills Foundation
P.O. Box 1113
Minneapolis, MN 55440
<PAGE>
Thomas E. Rohricht Trustee None
Doherty, Rumble & Butler
Professional Association
2800 Minnesota World
Trade Center
30 East Seventh Street
St. Paul, MN 55101-4999
Terry N. Saario, Ph.D. Trustee None
Northwest Area Foundation
E-1201 First National
Bank Bldg
332 Minnesota Street
St. Paul, MN 55101-1373
Robert L. Senkler Chairman, None
The Minnesota Mutual President and Chief
Life Insurance Executive Officer
Company
400 Robert Street North
St. Paul, MN 55101
Michael E. Shannon Trustee None
Ecolab, Inc.
Ecolab Center
St. Paul, MN 55102
Frederick T. Weyerhaeuser Trustee None
Clearwater Management
Company
2090 First National Bank
Building
St. Paul, MN 55101
John F. Bruder Senior Vice President None
400 Robert Street North
St. Paul, MN 55101
Keith M. Campbell Vice President None
400 Robert Street North
St. Paul, MN 55101
Paul H. Gooding Vice President and None
400 Robert Street North Treasurer
St. Paul, MN 55101
Robert E. Hunstad Executive Vice President None
400 Robert Street North
St. Paul, MN 55101
<PAGE>
James E. Johnson Senior Vice President None
400 Robert Street North and Actuary
St. Paul, MN 55101
Joel W. Mahle Vice President None
400 Robert Street North
St. Paul, MN 55101
Dennis E. Prohofsky Vice President, General None
400 Robert Street North Counsel and Secretary
St. Paul, MN 55101
Gregory S. Strong Vice President and None
400 Robert Street North Actuary
St. Paul, MN 55101
Terrence M. Sullivan Senior Vice President None
400 Robert Street North
St. Paul, MN 55101
Randy F. Wallake Senior Vice President None
400 Robert Street North
St. Paul, MN 55101
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT
Wholly-owned subsidiaries of The Minnesota Mutual Life Insurance Company:
MIMLIC Asset Management Company
The Ministers Life Insurance Company
MIMLIC Corporation
Minnesota Fire and Casualty Company
Northstar Life Insurance Company (New York)
Robert Street Energy, Inc.
Open-end registered investment company offering shares solely to
separate accounts of The Minnesota Mutual Life Insurance Company:
MIMLIC Series Fund, Inc.
Wholly-owned subsidiary of MIMLIC Asset Management Company:
MIMILIC Sales Corporation
Advantus Capital Management, Inc.
<PAGE>
Wholly-owned subsidiaries of MIMLIC Corporation:
DataPlan Securities, Inc. (Ohio)
MIMLIC Imperial Corporation
MIMLIC Funding, Inc.
MIMLIC Venture Corporation
Personal Finance Company (Delaware)
Wedgewood Valley Golf, Inc.
Ministers Life Resources, Inc.
Enterprise Holding Corporation
Wholly-owned subsidiaries of Enterprise Holding Corporation:
Oakleaf Service Corporation
Lafayette Litho, Inc.
Financial Ink Corporation
Concepts in Marketing Research Corporation
Concepts in Marketing Services Corporation
Wholly-owned subsidiaries of Minnesota Fire and Casualty Company:
Viking Fire Insurance Company (New York)
HomePlus Insurance Company
HomePlus Agency, Inc.
Majority-owned subsidiary of MIMLIC Imperial Corporation:
J. H. Shoemaker Advisory Corporation
Fifty percent-owned subsidiary of MIMLIC Imperial Corporation:
C.R.I. Securities, Inc.
Wholly-owned subsidiary of Oakleaf Service Corporation:
New West Agency, Inc. (Oregon)
Majority-owned subsidiaries of The Minnesota Mutual Life
Insurance Company:
MIMLIC Life Insurance Company (Arizona)
MIMLIC Cash Fund, Inc.
Advantus Cornerstone Fund, Inc.
Advantus Enterprise Fund, Inc.
Advantus International Balanced Fund, Inc.
<PAGE>
Less than majority owned, but greater than 25% owned,
subsidiaries of The Minnesota Mutual Life Insurance Company:
Advantus Horizon Fund, Inc.
Advantus Bond Fund, Inc.
Less than 25% owned subsidiaries of The Minnesota Mutual Life
Insurance Company:
Advantus Money Market Fund, Inc.
Advantus Spectrum Fund, Inc.
Advantus Mortgage Securities Fund, Inc.
Unless indicated otherwise parenthetically, each of the
above corporations is a Minnesota corporation.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of September 29, 1995, the number of Contract Participants for
this Registration Statement were as follows:
Number of Record
Title of Class Holders
Group Variable Annuity Contracts 18,695
ITEM 28. INDEMNIFICATION
The State of Minnesota has an indemnification statute, found at
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 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-
<PAGE>
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 may be permitted to directors, officers
and controlling persons of The Minnesota Mutual Life Insurance
Company and Minnesota Mutual Group Variable Annuity Account
pursuant to the foregoing provisions, or otherwise, The Minnesota
Mutual Life Insurance Company and Minnesota Mutual Group Variable
Annuity 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 The Minnesota
Mutual Life Insurance Company and Minnesota Mutual Group Variable
Annuity Account of expenses incurred or paid by a director,
officer or controlling person of The Minnesota Mutual Life
Insurance Company and Minnesota Mutual Group Variable Annuity
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, The
Minnesota Mutual Life Insurance Company and Minnesota Mutual
Group Variable Annuity 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 29. PRINCIPAL UNDERWRITERS
(a) The principal underwriter is MIMLIC Sales Corporation. MIMLIC
Sales Corporation also is the principal underwriter for ten
other organized mutual funds (Advantus Spectrum Fund, Inc.,
MIMLIC Cash Fund, Inc., Advantus Bond Fund, Inc., Advantus Horizon
Fund, Inc., Advantus Money Market Fund, Inc., Advantus
Mortgage Securities Fund, Inc., Advantus Cornerstone Fund, Inc., Advantus
Enterprise Fund, Inc., Advantus International Balanced Fund, Inc., MIMLIC
Series Fund, Inc.) and for four additional separate accounts of The
Minnesota Mutual Life Insurance Company, all which offer contracts on a
variable basis.
(b) Directors and officers of the Underwriter.
DIRECTORS AND OFFICERS
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------ ---------------------- ----------------------
Robert E. Hunstad Chairman of the Board None
400 Robert Street North and Director
St. Paul, Minnesota 55101
<PAGE>
Bardea C. Huppert President and Chief None
400 Robert Street North Operating and
St. Paul, Minnesota 55101 Compliance Officer
Derick R. Black Vice President and None
400 Robert Street North Chief Compliance
St. Paul, Minnesota 55101 Officer
Margaret Milosevich Vice President, Chief None
400 Robert Street North Operations Officer
St. Paul, Minnesota 55101 and Treasurer
Dennis E. Prohofsky Secretary and None
400 Robert Street North Director
St. Paul, Minnesota 55101
Thomas L. Clark Assistant Secretary None
400 Robert Street North
St. Paul, Minnesota 55101
Kevin Collier Assistant Secretary None
400 Robert Street North
St. Paul, Minnesota 55101
(c) All commission and other compensation received by each
principal underwriter, directly or indirectly, from the
Registrant during the Registrant's last fiscal year:
Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage Other
Underwriter Commissions Annuitization Commissions Compensation
- ----------- ---------------- --------------- ----------- ------------
MIMLIC Sales
Corporation $0*
*Note: This figure does not include compensation paid to
registered representatives of MIMLIC Sales Corporation who are
also licensed sales representatives of Minnesota Mutual. These
registered representatives are paid directly by Minnesota Mutual
on behalf of MIMLIC Sales Corporation.
ITEM 30. 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 The Minnesota Mutual
Life Insurance Company, St. Paul, Minnesota 55101-2098.
ITEM 31. MANAGEMENT SERVICES
None.
<PAGE>
ITEM 32. UNDERTAKINGS
(a) The Registrant hereby undertakes to file a post-effective
amendment to this registration statement as frequently as is
necessary to ensure that the audited financial statements in
the registration statement are never more than 16 months old
for so long as payments under the Contracts may be accepted.
(b) The Registrant hereby undertakes to include as part of any
application to purchase a contract offered by the prospectus
a space that an applicant can check to request a Statement
of Additional Information.
(c) The Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statements required
to be made available under this form promptly upon written
or oral request.
(d) The Company hereby represents that it is relying upon and complies with
the provisions of Paragraphs (1) through (4) of the SEC Staff's No-Action
Letter dated November 22, 1988 with respect to language concerning withdrawal
restrictions applicable to plans established pursuant to Section 403(b) of
the Internal Revenue Code. See American Counsel of Life Insurance; SEC
No-Action Letter, [1989 Transfer Binder] Fed. Sec. L. Rep. (CCH) para. 78,904
at 78,533 (November 22, 1988).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and
the Investment Company Act of 1940, the Registrant, Minnesota
Mutual Group Variable Annuity Account, has duly caused this Post-
Effective Amendment to its Registration Statement to be signed on
its behalf by the Undersigned, thereunto duly authorized, in the
City of Saint Paul, and State of Minnesota, on the 14th day of
December, 1995.
MINNESOTA MUTUAL GROUP
VARIABLE ANNUITY ACCOUNT
(Registrant)
By: THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
(Depositor)
By /s/ Robert L. Senkler
-------------------------
Robert L. Senkler
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Depositor, The Minnesota Mutual Life Insurance Company, has duly caused
this Post-Effective Amendment to its Registration Statement to be
signed on its behalf by the Undersigned, thereunto duly
authorized, in the City of Saint Paul, and State of Minnesota, on
the 14th day of December, 1995.
THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
By /s/ Robert L. Senkler
-------------------------
Robert L. Senkler
Chairman, President and Chief
Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been
signed below by the following persons in their capacities with
the Depositor and on the date indicated.
Signature Title Date
--------- ----- ----
Robert L. Senkler* Chairman, )
- --------------------- President and Chief)
Robert L. Senkler Executive Officer )
)
Anthony L. Andersen* Trustee)
- --------------------- )
Anthony L. Andersen )
)
John F. Grundhofer* Trustee)
- --------------------- )
John F. Grundhofer )
)
Harold V. Haverty* Trustee)
- --------------------- )
Harold V. Haverty )
)
Lloyd P. Johnson* Trustee)
- --------------------- ) By /s/ Dennis E Prohofsky
Lloyd P. Johnson ) ------------------------
) Dennis E. Prohofsky
David S. Kidwell, Ph.D.* Trustee) Attorney-in-Fact
- --------------------- )
David S. Kidwell, Ph.D. ) Dated: December 14, 1995
)
Reatha C. King, Ph.D.* Trustee)
- --------------------- )
Reatha C. King, Ph.D. )
)
Thomas E. Rohricht* Trustee)
- --------------------- )
Thomas E. Rohricht )
)
- --------------------- Trustee)
Terry N. Saario, Ph.D. )
)
- --------------------- Trustee)
Michael E. Shannon )
)
Frederick T. Weyerhaeuser* Trustee)
- --------------------- )
Frederick T. Weyerhaeuser )
- ------------------
*Registrant's Officer and Trustee executing power of attorney
dated February 13, 1995, a copy of which is filed herewith.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- --------------- ----------------------
10(b) The Minnesota Mutual Life
Insurance Company Board of
Trustees' Power of Attorney to
Sign Registration Statement
<PAGE>
The Minnesota Mutual Life Insurance Company
Power of Attorney
To Sign Registration Statements
WHEREAS, The Minnesota Mutual Life Insurance Company ("Minnesota
Mutual") has established certain separate accounts to fund certain variable
annuity and variable life insurance contracts, and
WHEREAS, Minnesota Mutual Variable Fund D ("Fund D") is a separate
account of Minnesota Mutual registered as a unit investment trust under the
Investment Company Act of 1940 offering variable annuity contracts registered
under the Securities Act of 1933, and
WHEREAS, Minnesota Mutual Variable Annuity Account ("Variable Annuity
Account") is a separate account of Minnesota Mutual registered as a unit
investment trust under the Investment Company Act of 1940 offering variable
annuity contracts registered under the Securities Act of 1933, and
WHEREAS, Minnesota Mutual Variable Life Account ("Variable Life
Account") is a separate account of Minnesota Mutual registered as a unit
investment trust under the Investment Company Act of 1940 offering variable
adjustable life insurance policies registered under the Securities Act of
1933,
WHEREAS, Minnesota Mutual Group Variable Annuity Account ("Group
Variable Annuity Account") is a separate account of Minnesota Mutual which
has been established for the purpose of issuing group annuity contracts on a
variable basis and which is to be registered as a unit investment trust under
the Investment Company Act of 1940 offering group variable annuity contracts
and certificates to be registered under the Securities Act of 1933;
WHEREAS, Minnesota Mutual Variable Universal Life Account ("Variable
Universal Life Account") is a separate account of Minnesota Mutual which has
been established for the purpose of issuing group and individual variable
universal life insurance policies on a variable basis and which is to be
registered as a unit investment trust under the Investment Company Act of
1940 offering group and individual variable universal life insurance policies
to be registered under the Securities Act of 1933;
NOW THEREFORE, We, the undersigned Trustees of Minnesota Mutual, do
hereby appoint Dennis E. Prohofsky and Garold M. Felland, and each of them
individually, as attorney in fact for the purpose of signing in their names
and on their behalf as Trustees of Minnesota Mutual and filing with the
Securities and Exchange Commission Registration Statements, or any amendment
thereto, for the purpose of: a) registering contracts and policies of Fund
D, the Variable Annuity Account, the Variable Life Account, the Group
Variable Annuity Account and the Variable Universal Life Account for sale by
those entities and Minnesota Mutual under the Securities Act of 1933; and b)
registering Fund D, the Variable Annuity Account, the Variable Life Account,
the Group Variable Annuity Account and the Variable Universal Life Account as
unit investment trusts under the Investment Company Act of 1940.
Signature Title Date
/s/ Coleman Bloomfield Chairman of the Board February 13, 1995
- ---------------------------
Coleman Bloomfield
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Robert L. Senkler President and Chief February 13, 1995
- ------------------------------ Executive Officer
Robert L. Senkler
/s/ Anthony L. Andersen Trustee February 13, 1995
- ------------------------------
Anthony L. Andersen
/s/ John F. Grundhofer Trustee February 13, 1995
- -------------------------------
John F. Grundhofer
/s/ Harold V. Haverty Trustee February 13, 1995
- -------------------------------
Harold V. Haverty
/s/ Lloyd P. Johnson Trustee February 13, 1995
- -------------------------------
Lloyd P. Johnson
/s/ David S. Kidwell Trustee February 13, 1995
- -------------------------------
David S. Kidwell, Ph.D.
/s/ Reatha C. King Trustee February 13, 1995
- -------------------------------
Reatha C. King, Ph.D.
/s/ Thomas e. Rohricht Trustee February 13, 1995
- -------------------------------
Thomas E. Rohricht
- ------------------------------- Trustee
Terry N. Saario, Ph.D.
/s/ Frederick T. Weyerhaeuser Trustee February 13, 1995
- -------------------------------
Frederick T. Weyerhaeuser
