Minnesota Life Insurance Company Fund Prospectus Table of Contents Variable Fund D Variable Annuity

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2 Minnesota Life Insurance Company Fund Prospectus Table of Contents Variable Fund D Variable Annuity Ivy Variable Insurance Portfolios Ivy VIP Balanced Class II Shares Ivy VIP Growth Class II Shares Ivy VIP Small Cap Growth Class II Shares Securian Funds Trust SFT Advantus Bond Fund Class 2 Shares SFT Advantus Government Money Market Fund SFT Advantus Index 500 Fund Class 2 Shares SFT Advantus Mortgage Securities Fund Class 2 Shares...129

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5 Supplement dated May 1, 2017 to the following booklets dated May 1, 2017: MultiOption Achiever Variable Annuity MultiOption Classic Variable Annuity MultiOption Select Variable Annuity Variable Fund D Variable Annuity Ivy Variable Insurance Portfolios Effective April 28, 2017 the Ivy VIP Small Cap Value Portfolio is changing to Ivy VIP Small Cap Core Portfolio. Effective April 28, 2017, Ivy Variable Insurance Portfolios is launching a new share class of VIPs. All current portfolios will have the disclosure "- Class II Shares" added to end of their name. Janus Aspen Series Changes Effective on/about May 30, 2017 pending shareholder and regulatory approvals, Janus and Henderson Group PLC are expected to combine businesses. Effective as of the date of the merger, the portfolios of Janus Aspen Series ("JAS") will undergo name changes as detailed below: Current JAS Portfolio Name Balanced Portfolio Forty Portfolio Overseas Portfolio New JAS Portfolio Name Janus Henderson Balanced Portfolio Janus Henderson Forty Portfolio Janus Henderson Overseas Portfolio Putnam Variable Trust Changes On/about May 15, 2017, Putnam VT Growth and Income Fund Class IB Shares will merge into Putnam VT Equity Income Fund Class IB Shares.

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8 Information we collect To provide you with products or services, or pay your claims, we collect information that is not publicly available. This may include information such as your name, address, assets, income, net worth, beneficiary designations and other information from your application. We also collect information about your transactions with us, our family of companies or with others, such as insurance policy information, premiums, payment history, and investment purchases. We may also collect information such as claims history or credit scores from consumer reporting agencies. How we share information We may share the information we collect as described in this notice with others. Disclosures are only made if authorized by you or as permitted or required by law. For example, we may disclose information to companies that perform services for us, such as preparing or mailing account statements, processing customer transactions or programming software; to companies to assist us in marketing our own products or services; or to affiliates for the purpose of servicing or administering your account. We may also disclose contact information to financial institutions (such as insurance companies, securities brokers or dealers and banks) with whom we have joint marketing agreements. Additionally, your financial representative and other Securian employees who assist your representative have access to the information they need to provide services to you. We may share the information described here with government agencies or authorized third parties as required by law. For example, we may be required to share such information in response to subpoenas or to comply with certain laws. Before we disclose customer information to service providers, companies with whom we have joint marketing agreements, or companies assisting us in marketing our own products or services, we require them to agree to keep this information confidential and to use it only as authorized by us. They are not permitted to release, use or transfer any customer information to any other person without our consent. How we protect your privacy We follow these policies and practices to protect the personal information we have about you: 1. We do not sell personal information about you to anyone. 2. We do not share medical information with any affiliates or third parties for any reason unless you have given your consent or unless required or permitted by law. 3. We maintain physical, electronic and procedural safeguards designed to protect your personal information. We restrict access to personal information about you to those employees we believe need access to provide products and services to you. Employees who deal with personal information are trained to adhere to confidentiality standards. Any employee who violates these standards is subject to discipline. Notice to plan sponsors/ group policyholders This privacy notice describes our practices for safeguarding personal information about the individuals who purchase our financial products and services primarily for personal, family or household purposes. If you are a plan sponsor or group policyholder, this privacy notice describes our practices for collecting, disclosing and safeguarding personal information about group plan participants. Former customers Information about our former customers is kept for the period of time required by our Records Retention Policies. During this time, the information is not disclosed except as required or permitted by law. The information is destroyed in a secure manner when we are no longer required to maintain it. Privacy Policy Not Part of Prospectus May 1, 2017

9 Vermont: Under Vermont law, we will not share information we collect about you with companies outside of our corporate family, unless the law allows. For example, we may share information with your consent, to service your accounts or under joint marketing agreements with other financial institutions. We will not share information about your creditworthiness within our corporate family except with your consent, but we may share information about our transactions or experiences with you within our corporate family without your consent. California: Under California law, we will not share information we collect about you with companies outside of Securian unless the law allows. For example, we may share information with your consent or to service your account(s). We will limit sharing among our affiliates to the extent required by California law. For Insurance Customers in AZ, CA, CT, GA, IL, ME, MA, MN, MT, NV, NJ, NC, OH, OR and VA only. The term Information in this part means customer information obtained in an insurance transaction. We may give your Information to state insurance officials, law enforcement, group policy holders about claims experience or auditors as the law allows or requires. We may give your Information to insurance support companies that may keep it or give it to others. We may share medical Information so we can learn if you qualify for coverage, process claims or prevent fraud, or if you say we can. You can request to review your personal data in our files by writing to us at the address shown on your statement. If you believe your personal data is incorrect, you may contact us at the same address. For MA Insurance Customers only. You may ask, in writing, for the specific reasons for an adverse underwriting decision. An adverse underwriting decision is where we decline your application for insurance, offer to insure you at a higher than standard rate or terminate your coverage. Securian Financial Group, Inc Robert Street North, St. Paul, MN Securian Financial Group, Inc. All rights reserved. F64460 Rev DOFU Privacy Policy Not Part of Prospectus May 1, 2017

10 Business Continuity Plan - Client Disclosure Securian Financial Services, Inc. CRI Securities, LLC 400 Robert Street North St. Paul, Minnesota DISCLOSURE REQUIRED BY FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA) RULE 4370 To address interruptions to our normal course of business, Securian Financial Services, Inc. and CRI Securities, LLC, registered broker/dealers affiliated with Minnesota Life maintain a business continuity plan, which includes a geographically dispersed data center and processing facility. The plan is reviewed annually and updated as necessary. The plan outlines the actions to be taken by Securian/CRI in the event of a building, city or regional incident causing a significant business disruption. The actions to be taken include: relocating key business, technical, and processing associates to an alternate location that is maintained and business ready on a 24/7 basis; creating a redundant environment at the recovery site that routinely tests business applications, and data center recovery and storage of electronic backup and paper documents to meet our recovery needs. CLIENT SUPPORT Access to Funds & Securities in the event of a significant business disruption: If telephone service is available, the relocated personnel will be available to receive customer orders and instructions for accounts on the Pershing brokerage platform. For accounts held direct at mutual fund companies, customers will be instructed how to contact the fund company with questions and instructions. If web service is available, customers will be directed to the SFS ( or CRI ( website where instructions will be posted on how to access their accounts on the brokerage platform. We review, update, and test our plan on a regular basis to mitigate all reasonable risk. Plan updates may require changes to this disclosure. Such changes will be promptly posted on our website ( or and be available upon written request. In the event we need to execute our business continuity plan due to business disruption or emergency, you may call the following telephone numbers for information: General number for all inquiries , option 2 Minnesota Life variable annuities Minnesota Life variable life Pershing brokerage account F61730 Rev

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12 VARIABLE FUND D Financial Statements December 31, 2016 (With Report of Independent Registered Public Accounting Firm Thereon)

13 VARIABLE FUND D Financial Statements December 31, 2016 Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Statements of Assets, Liabilities, and Contract Owners Equity 2 Statements of Operations 4 Statements of Changes in Net Assets 6 Notes to Financial Statements 8

14 KPMG LLP 4200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN Report of Independent Registered Public Accounting Firm The Board of Directors of Minnesota Life Insurance Company and Contract Owners of Variable Fund D: We have audited the accompanying statements of assets, liabilities, and contract owners equity of the sub-accounts listed in note 1 of Variable Fund D (collectively, the Account), as of December 31, 2016, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Account s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the respective underlying portfolios or their transfer agents, or for Securian Funds Trust, verified by examination of the underlying portfolios. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the sub-accounts of Variable Fund D as of December 31, 2016, the results of their operations for the year or period then ended, the changes in their net assets for each of the years or periods in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles. Minneapolis, Minnesota March 31, 2017 KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. 1

15 VARIABLE FUND D Statements of Assets, Liabilities, and Contract Owners' Equity December 31, 2016 Ivy VIP Balanced Ivy VIP Growth Segregated Sub-Accounts* Ivy VIP Small Cap Growth SFT Advantus Bond Cl 2 SFT Advantus Govt Money Market SFT Advantus Index 500 Cl 2 Assets Investments at net asset value $ 463,006 16,839, , ,865 45, ,111 Receivable for investments sold Total assets 463,016 16,839, , ,868 45, ,123 Liabilities Payable to Minnesota Life for contract terminations, withdrawal payments and mortality and expense charges Total liabilities Net assets applicable to contract owners $ 463,006 16,839, , ,865 45, ,111 Contract Owners' Equity Contracts in accumulation period $ 457,052 16,554, , ,865 45, ,274 Contracts in annuity payment period 5, ,097 11,365 9,837 Total contract owners' equity $ 463,006 16,839, , ,865 45, ,111 Investment shares 61,951 1,634,344 16,360 72,709 45,604 65,804 Investments at cost $ 532,110 16,625, , ,003 45, ,547 See accompanying notes to financial statements. *See note 1 for the full name of each segregated sub-account. 2 (Continued)

16 VARIABLE FUND D Statements of Assets, Liabilities, and Contract Owners' Equity December 31, 2016 Segregated Sub-Accounts* Assets Investments at net asset value $ Receivable for investments sold SFT Advantus Mortgage Cl 2 Total 6,986 18,238, Total assets Liabilities Payable to Minnesota Life for contract terminations, withdrawal payments and mortality and expense charges Total liabilities Net assets applicable to contract owners $ 6,986 18,238, ,986 18,238,520 Contract Owners' Equity Contracts in accumulation period $ Contracts in annuity payment period Total contract owners' equity $ 6,986 17,926, ,253 6,986 18,238,520 Investment shares Investments at cost $ 3,705 6,249 17,759,232 See accompanying notes to financial statements. *See note 1 for the full name of each segregated sub-account. 3 (Continued)

17 VARIABLE FUND D Statements of Operations Year ended December 31, 2016 Ivy VIP Balanced Ivy VIP Growth Segregated Sub-Accounts* Ivy VIP Small Cap Growth SFT Advantus Bond Cl 2 SFT Advantus Govt Money Market SFT Advantus Index 500 Cl 2 Investment income (loss) net Investment income distributions from underlying mutual fund $ 6,458 4,308 Mortality, expense charges and administrative charges (note 3) (3,671) (12,296) (1,426) (1,255) (375) (4,790) Investment income (loss) net 2,787 (7,988) (1,426) (1,255) (375) (4,790) Realized and unrealized gains (losses) on investments net Realized gain distributions from underlying mutual fund 69,749 1,883,198 20,843 Realized gains on sales of investments Proceeds from sales Cost of investments sold Realized gains on sales of investments 3,886 28,237 (4,879) 1,968 Net realized gains on investments 73,635 1,911,435 15,964 1,968 92,522 Net change in unrealized appreciation (depreciation) of investments (70,256) (1,728,625) (9,447) 4, (25,017) Realized and unrealized gains (losses) on investments net 3, ,810 6,517 6, ,505 Net increase (decrease) in net assets resulting from operations $ 6, ,822 5,091 5,303 (352) 62,715 See accompanying notes to financial statements. *See note 1 for the full name of each segregated sub-account. 4 (Continued)

18 VARIABLE FUND D Statements of Operations Year ended December 31, 2016 Investment income (loss) net Investment income distributions from underlying mutual fund $ Mortality, expense charges and administrative charges (note 3) Investment income (loss) net Segregated Sub-Accounts* SFT Advantus Mortgage Cl 2 Total 10,766 (61) (23,874) (61) (13,108) Realized and unrealized gains (losses) on investments net Realized gain distributions from underlying mutual fund Realized gains on sales of investments Proceeds from sales Cost of investments sold Realized gains on sales of investments Net realized gains on investments Net change in unrealized appreciation (depreciation) of investments Realized and unrealized gains (losses) on investments net Net increase (decrease) in net assets resulting from operations $ 1,973, ,483,611 (511) (2,361,821) , ,095, (1,828,694) , ,778 See accompanying notes to financial statements. *See note 1 for the full name of each segregated sub-account. 5 (Continued)

19 VARIABLE FUND D Statements of Changes in Net Assets Years ended December 31, 2016 and 2015 Ivy VIP Balanced Ivy VIP Growth Segregated Sub-Accounts* Ivy VIP Small Cap Growth SFT Advantus Bond Cl 2 SFT Advantus Govt Money Market SFT Advantus Index 500 Cl 2 Year Ended December 31, 2015 Operations Investment income (loss) net $ 543 5,388 (1,756) (1,239) (404) (5,389) Net realized gains on investments 69,715 2,657,210 34,523 2,540 44,240 Net change in unrealized appreciation (depreciation) of investments (75,490) (1,298,623) (29,511) (2,432) (37,638) Net increase (decrease) in net assets resulting from operations (5,232) 1,363,975 3,256 (1,131) (404) 1,213 Contract transactions (notes 3 and 6) Contract purchase payments 7,520 45,624 4,091 12,258 Contract terminations, withdrawal payments and charges Actuarial adjustments for mortality experience on annuities in payment period ,083 1,534 1,157 Annuity benefit payments (3,903) (85,124) (7,721) (5,822) Increase (decrease) in net assets from contract transactions (13,792) (2,345,595) (10,257) 5,360 (3,222) (68,697) Increase (decrease) in net assets (19,024) (981,620) (7,001) 4,229 (3,626) (67,484) Net assets at the beginning of year 494,215 19,799, , ,535 52, ,658 Net assets at the end of year $ 475,191 18,817, , ,764 49, ,174 Year Ended December 31, 2016 Operations Investment income (loss) - net $ 2,787 (7,988) (1,426) (1,255) (375) (4,790) Net realized gains on investments 73,635 1,911,435 15,964 1,968 92,522 Net change in unrealized appreciation (depreciation) of investments (70,256) (1,728,625) (9,447) 4, (25,017) Net increase (decrease) in net assets resulting from operations 6, ,822 5,091 5,303 (352) 62,715 Contract transactions (notes 3 and 6) Contract purchase payments 19,787 63,415 7,139 7, Contract terminations, withdrawal payments and charges (9,668) (2,138,764) (3,779) (4,810) (3,135) (95,032) Actuarial adjustments for mortality experience on annuities in payment period (24,826) 1,459 (47,434) (39,496) Annuity benefit payments (3,644) (79,378) (6,704) (5,741) Increase (decrease) in net assets from contract transactions (18,351) (2,153,268) (50,778) 2,798 (3,135) (139,778) Increase (decrease) in net assets (12,185) (1,978,446) (45,687) 8,101 (3,487) (77,063) Net assets at the beginning of year 475,191 18,817, , ,764 49, ,174 Net assets at the end of year $ 463,006 16,839, , ,865 45, ,111 See accompanying notes to financial statements. *See note 1 for the full name of each segregated sub-account. 6 (Continued)

20 VARIABLE FUND D Statements of Changes in Net Assets Years ended December 31, 2016 and 2015 Year Ended December 31, 2015 Operations Investment income (loss) net $ Net realized gains on investments Net change in unrealized appreciation (depreciation) of investments Segregated Sub-Accounts* SFT Advantus Mortgage Cl 2 Total (63) (2,920) 54 2,808, (1,443,519) Net increase (decrease) in net assets resulting from operations 166 1,361,843 Contract transactions (notes 3 and 6) Contract purchase payments Contract terminations, withdrawal payments and charges Actuarial adjustments for mortality experience on annuities in payment period Annuity benefit payments Increase (decrease) in net assets from contract transactions Increase (decrease) in net assets Net assets at the beginning of year Net assets at the end of year $ 70,522 (536) (2,433,241) 28,550 (102,570) (536) (2,436,739) (370) (1,074,896) 7,829 21,422,656 7,459 20,347,760 Year Ended December 31, 2016 Operations Investment income (loss) - net $ Net realized gains on investments Net change in unrealized appreciation (depreciation) of investments Net increase (decrease) in net assets resulting from operations (61) (13,108) 56 2,095, (1,828,694) ,778 Contract transactions (notes 3 and 6) Contract purchase payments Contract terminations, withdrawal payments and charges Actuarial adjustments for mortality experience on annuities in payment period Annuity benefit payments Increase (decrease) in net assets from contract transactions Increase (decrease) in net assets Net assets at the beginning of year Net assets at the end of year $ 98,440 (506) (2,255,694) (110,297) (95,467) (506) (2,363,018) (473) (2,109,240) 7,459 20,347,760 6,986 18,238,520 See accompanying notes to financial statements. *See note 1 for the full name of each segregated sub-account. 7 (Continued)

21 VARIABLE FUND D Notes to Financial Statements December 31, 2016 (1) Organization and Basis of Presentation Variable Fund D (the Account) is organized as a segregated asset account of Minnesota Life Insurance Company (Minnesota Life) under Minnesota law and is registered as a unit investment trust under the Investment Company Act of 1940 (as amended). The assets of each segregated sub-account are held for the exclusive benefit of the variable annuity contract owners and are not chargeable with liabilities arising out of the business conducted by any other account or by Minnesota Life. Contract owners allocate their variable annuity payments to one or more of the seven segregated sub-accounts. Such payments are then invested in shares of the following portfolios available under the policy (collectively, the Sub-accounts): Ivy VIP - Balanced (Ivy VIP Balanced) Ivy VIP - Growth (Ivy VIP Growth) Ivy VIP - Small Cap Growth (Ivy VIP Small Cap Growth) Securian Funds Trust - SFT Advantus Bond Fund - Class 2 Shares (SFT Advantus Bond Cl 2) Securian Funds Trust - SFT Advantus Government Money Market Fund (SFT Advantus Govt Money Market) Securian Funds Trust - SFT Advantus Index 500 Fund - Class 2 Shares (SFT Advantus Index 500 Cl 2) Securian Funds Trust - SFT Advantus Mortgage Securities Fund - Class 2 Shares (SFT Advantus Mortgage Cl 2) Each of the Sub-accounts is registered under the Investment Company Act of 1940 (as amended) as a diversified, open-end management investment company. Securian Financial Services, Inc. (Securian) acts as the underwriter for the Account. Advantus Capital Management, Inc. (Advantus) acts as the investment adviser for the Securian Funds Trust. Both Securian and Advantus are affiliate companies of Minnesota Life. The following sub-account had a name change during 2016: Former Name Current Name Effective Date Securian Funds Trust - SFT Advantus Securian Funds Trust - SFT Advantus April 29, 2016 Money Market Fund Government Money Market Fund (2) Summary of Significant Accounting Policies The Account and Sub-accounts are investment companies and follow accounting and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946, Financial Services Investment Companies. The significant accounting policies followed consistently by the Account are as follows: (a) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the financial statements and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 8 (Continued)

22 VARIABLE FUND D Notes to Financial Statements December 31, 2016 (b) Investments in Underlying Funds Investments in shares of the underlying funds are stated at fair value which is the net asset value per share as determined daily by each underlying fund. Investment transactions are recorded on a trade date basis. The cost of investments sold is determined on the first in first out (FIFO) basis. Realized gains (losses) on investments include realized gain (loss) distributions received from the respective underlying funds and gains (losses) on the sale of underlying fund shares as determined by the average cost method. Realized gain (loss) distributions are reinvested in the respective underlying funds. All dividend distributions received from the underlying funds are reinvested in additional shares of the underlying funds and are recorded by the Sub-accounts on the ex-dividend date. The affiliated funds may utilize consent dividends to effectively distribute income for income tax purposes. The Sub-account consents to treat these amounts as dividend income for tax purposes although they are not paid by the underlying funds. Therefore, no dividend income is recorded in the Statements of Operations related to such consent dividends. (c) (d) Federal Income Taxes The Account is treated as part of Minnesota Life for federal income tax purposes. Under existing federal income tax law, no income taxes are payable on investment income or capital gain distributions received by the Sub-account from the underlying funds. Any applicable taxes will be the responsibility of contract holders or beneficiaries upon termination or withdrawal. Contracts in Annuity Payment Period Annuity reserves are computed for contracts currently payable using the Progressive Annuity Mortality Table and an assumed interest rate of 3.50%. Charges to annuity reserves for mortality and risk expense are reimbursed to Minnesota Life if the reserves required are less than originally estimated. If additional reserves are required, Minnesota Life reimburses the Account. (3) Expenses and Related Party Transactions The mortality and expense charge paid to Minnesota Life is computed daily and is equal, on an annual basis, to 0.795% of the average daily net assets of the Account. This is charged through the daily unit value calculation. Contract purchase payments for the Account are reflected net of the following charges paid to Minnesota Life: A sales load of up to 7.00% may be deducted from each premium payment depending upon the contract type. The total sales charges deducted from premium payments for the years ended December 31, 2016 and 2015 amounted to $189 and $455, respectively. After the reorganization of the Account as a unit investment trust in 1990, the Account does not pay an investment advisory fee as it does not invest directly in a portfolio of securities. However, contract values 9 (Continued)

23 VARIABLE FUND D Notes to Financial Statements December 31, 2016 that are allocated to the segregated accounts after the reorganization are invested in Underlying Funds that pay investment advisory fees as well as other operating expenses. Investment advisory fees are based on the average daily net assets of the Underlying Funds at the annual rate of: 0.70% for Ivy VIP Balanced, 0.70% for Ivy VIP Growth, 0.85% for Ivy VIP Small Cap Growth, 0.40% for SFT Advantus Bond Cl 2, 0.30% for SFT Advantus Government Money Market, 0.15% for SFT Advantus Index 500 Cl 2, and 0.40% for SFT Advantus Mortgage Cl 2. In addition, the Securian Funds Trust has adopted a Rule 12b-1 distribution plan covering all its funds. Under the plan, the Securian Funds Trust pays distribution fees up to 0.25% of average daily net assets to Securian. In addition, each fund pays an annual fee ranging from 0.01% to 0.05% of net assets to State Street, Inc. for daily fund accounting services. The Securian Funds Trust also pays an administrative services fee to Minnesota Life. To the extent the Account invests in nonaffiliated funds, the Account will also indirectly incur fees. In calculating the accumulation unit value for the Ivy VIP Growth segregated sub-account, Minnesota Life has agreed to make an adjustment that will have the effect of reimbursing the excess of any expenses indirectly incurred as a result of the investment advisory fee and the operating expenses incurred by Ivy VIP Growth over the 0.265% investment advisory fee paid prior to the reorganization in In calculating the accumulation unit value for the segregated Sub-accounts other than Ivy VIP Growth, Minnesota Life will not make adjustments or reimburse the excess of the investment advisory fees and the operating expenses incurred through indirect investments in the other underlying funds. (4) Fair Value Measurements In accordance with ASC 820, Fair Value Measurement (ASC 820), fair value is defined as the price that the Account would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. The fair value of the Account s financial assets and financial liabilities has been determined using available market information as of December 31, Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. In determining fair value, the Account uses the market approach which utilizes relevant information generated by market transactions involving identical or comparable assets or liabilities. When applying the market approach, the Account maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs reflect the assumptions market participants would use in valuing a financial instrument based on market data obtained from sources independent of the Account. Unobservable inputs reflect the Account s estimates about the assumptions market participants would use in valuing financial assets and financial liabilities based on the best information available in the circumstances. The Account is required to categorize its financial assets recorded on the Statements of Assets, Liabilities and Contract Owners Equity according to a three-level hierarchy. A level is assigned to each financial asset and financial liability based on the lowest level input that is significant to the fair value measurement in its entirety. The levels of fair value hierarchy are as follows: 10 (Continued)

24 VARIABLE FUND D Notes to Financial Statements December 31, 2016 Level 1 Fair value is based on unadjusted quoted prices for identical assets or liabilities in an active market. Level 2 Fair value is based on other significant observable market-based inputs (including quoted prices for similar securities, interest rates, credit risk and prepayment speed). Level 3 Fair value is based on at least one or more significant unobservable inputs, which may include the Account s own assumptions in determining the fair value of investments. The Account uses prices and inputs that are current as of the measurement date. In periods of market disruption, the ability to observe prices and inputs may be reduced, which could cause an asset or liability to be reclassified to a lower level. Inputs used to measure fair value of an asset or liability may fall into different levels of the fair value hierarchy. In these situations, the Account will determine the level in which the fair value falls based upon the lowest level input that is significant to the determination of the fair value. As of December 31, 2016, all of the Account s investments are classified as Level 2 as the values are based upon reported net asset values provided by the fund managers. It has been determined that no transfers between levels occurred during the year. The characterization of the underlying securities held by the funds in accordance with the fair value measurement and disclosures topic of the FASB ASC 820 differs from the characterization of an investment in the fund. (5) Investment Transactions The aggregate cost of purchases and proceeds from sales of investments during the year ended December 31, 2016 were as follows: Purchases Sales Ivy VIP Balanced $ 95,741 $ 41,556 Ivy VIP Growth 1,949,782 2,227,840 Ivy VIP Small Cap Growth 27,877 59,238 SFT Advantus Bond Cl 2 7,522 5,979 SFT Advantus Govt Money Market - 3,510 SFT Advantus Index 500 Cl ,921 SFT Advantus Mortgage Cl (Continued)

25 VARIABLE FUND D Notes to Financial Statements December 31, 2016 (6) Unit Activity from Contract Transactions Transactions in units for each segregated Sub-account for the year ended December 31, 2016 and 2015 were as follows: Ivy VIP Balanced Ivy VIP Growth Ivy VIP Small Cap Growth SFT Advantus Bond Cl 2 SFT Advantus Govt Money Market SFT Advantus Index 500 Cl 2 Units outstanding at December 31, , ,551 54,741 43,877 32,681 88,230 Contract purchase payments 1,250 1,080 1,009 3, Contract terminations, withdrawal payments and charges (3,543) (56,288) (3,386) (2,027) (2,005) (8,633) Units outstanding at December 31, , ,343 52,364 45,416 30,676 79,725 Contract purchase payments 3,370 1,491 1,941 2, Contract terminations, withdrawal payments and charges Segregated Sub-Accounts Units outstanding at December 31, , ,081 39,812 46,187 28,712 63,447 Segregated Sub-Accounts SFT Advantus Mortgage Cl 2 Units outstanding at December 31, ,623 Contract purchase payments Contract terminations, withdrawal payments and charges (175) Units outstanding at December 31, ,448 Contract purchase payments Contract terminations, withdrawal payments and charges (166) Units outstanding at December 31, , (Continued)

26 VARIABLE FUND D Notes to Financial Statements December 31, 2016 (7) Financial Highlights A summary of units outstanding, unit values, net assets, investment income ratios, expense ratios, and total returns for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 is as follows: At December 31 For the years ended December 31 Units Unit Investment Expense Total Outstanding Fair Value Net Assets Income Ratio* Ratio** Return*** Ivy VIP Balanced ,567 $ 5.97 $ 463, % 0.80% 1.22% , , % 0.80% (1.11)% , , % 0.80% 6.72% , , % 0.80% 22.72% , , % 0.80% 10.86% Ivy VIP Growth , ,839, % 0.06% 1.15% , ,817, % 0.07% 7.08% , ,799, % 0.09% 11.70% , ,107, % 0.09% 36.34% , ,023, % 0.07% 12.64% Ivy VIP Small Cap Growth , , % 0.80% 2.10% , , % 0.80% 1.08% , , % 0.80% 0.79% , , % 0.80% 42.23% , , % 0.80% 4.33% SFT Advantus Bond Cl , , % 0.80% 3.54% , , % 0.80% (0.64)% , , % 0.80% 5.45% , , % 0.80% (1.44)% , , % 0.80% 6.56% SFT Advantus Govt Money Market , , % 0.80% (0.75)% , , % 0.80% (0.79)% , , % 0.80% (0.79)% , , % 0.80% (0.80)% , , % 0.80% (0.80)% SFT Advantus Index 500 Cl , , % 0.80% 10.56% , , % 0.80% 0.13% , , % 0.80% 12.23% , , % 0.80% 30.67% , , % 0.80% 14.51% SFT Advantus Mortgage Cl , , % 0.80% 0.52% , , % 0.80% 2.13% , , % 0.80% 4.93% , , % 0.80% (2.75)% , , % 0.80% 2.67% 13 (Continued)

27 VARIABLE FUND D Notes to Financial Statements December 31, 2016 * These amounts represent the dividends, excluding distributions of capital gains, received by the Sub-account from the underlying mutual fund, net of expenses assessed by the fund, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense charges, that result in a direct reduction in the unit values. The recognition of investment income by the Sub-account is affected by the timing of the declaration of dividends by the underlying fund in which the Sub-account invests and, to the extent the underlying fund utilizes consent dividends rather than paying dividends in cash or reinvested shares, the Sub-account does not record investment income. ** This ratio represents the annualized contract expenses of the separate account, consisting primarily of mortality and expense charges. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to a contract owner's account through the redemption of units and expenses of the underlying fund are excluded. *** These amounts represent the total return for the period indicated, including changes in the value of the underlying fund, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units. Inclusion of these expenses in the calculation would result in a reduction in the total return presented. (8) Subsequent Events Management has evaluated subsequent events through March 31, 2017, the date these financial statements were issued, and has concluded there were no events that require financial statement disclosure and/or adjustments to the financial statements. 14

28 MINNESOTA LIFE INSURANCE COMPANY AND SUBSIDIARIES Consolidated Financial Statements And Supplementary Schedules December 31, 2016, 2015 and 2014

29 KPMG LLP 4200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN Independent Auditors Report The Board of Directors and Stockholder Minnesota Life Insurance Company: We have audited the accompanying consolidated financial statements of Minnesota Life Insurance Company and subsidiaries (collectively, the Company), which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2016 and the related notes to the consolidated financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimat es made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Minnesota Life Insurance Company and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016 in accordance with U.S. generally accepted accounting principles. KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity.

30 Other Matters Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The information contained in Schedule I, Schedule III, and Schedule IV are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial st atements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. Minneapolis, Minnesota March 8,

31 MINNESOTA LIFE INSURANCE COMPANY AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2016 and 2015 Assets Fixed maturity securities: Available-for-sale, at fair value (amortized cost $13,395,845 and $12,247,625) $ 13,759,520 $ 12,504,725 Equity securities: Available-for-sale, at fair value (amortized cost $489,747 and $461,651) 552, ,094 Mortgage loans, net 2,544,437 2,122,837 Finance receivables, net 292, ,059 Policy loans 426, ,997 Alternative investments 622, ,619 Derivative instruments 365, ,539 Other invested assets 58,952 28,329 Total investments 18,623,095 16,676,199 Cash and cash equivalents 359, ,602 Deferred policy acquisition costs 1,367,185 1,298,306 Accrued investment income 151, ,710 Premiums and fees receivable 301, ,272 Property and equipment, net 104, ,935 Income tax recoverable: Current - 10,241 Reinsurance recoverables 1,151,198 1,127,720 Goodwill and intangible assets, net 139, ,359 Other assets 124, ,815 Separate account assets 21,349,837 19,730,417 Total assets $ 43,673,092 $ 39,923,576 Liabilities and Equity Liabilities: Policy and contract account balances $ 10,580,481 $ 9,636,704 Future policy and contract benefits 3,297,927 3,024,838 Pending policy and contract claims 550, ,315 Other policyholder funds 1,513,231 1,340,823 Policyholder dividends payable 22,633 25,244 Unearned premiums and fees 399, ,750 Pension and other postretirement benefits 10,292 11,132 Income tax liability: Current 5,565 - Deferred 218, ,490 Accrued commissions and expenses 208, ,788 Other liabilities 824, ,142 Short-term debt 50,000 50,000 Long-term debt 468, ,000 Separate account liabilities 21,349,837 19,730,417 Total liabilities 39,499,413 36,043,643 Equity: Common stock, $1 par value, 5,000,000 shares authorized, issued and outstanding 5,000 5,000 Additional paid in capital 196, ,254 Accumulated other comprehensive income 200, ,995 Retained earnings 3,742,197 3,530,997 Total Minnesota Life Insurance Company and subsidiaries equity 4,144,217 3,849,246 Noncontrolling interests 29,462 30,687 Total equity 4,173,679 3,879,933 Total liabilities and equity $ 43,673,092 $ 39,923,576 See accompanying notes to consolidated financial statements 3

32 MINNESOTA LIFE INSURANCE COMPANY AND SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income Years ended December 31, 2016, 2015 and Revenues: Premiums $ 2,471,733 $ 2,220,467 $ 2,039,309 Policy and contract fees 706, , ,779 Net investment income 726, , ,299 Net realized investment gains (losses) Other-than-temporary-impairments on fixed maturity securities (777) (16,569) (2,852) Other net realized investment gains (losses) (3,769) 26, ,607 Total net realized investment gains (losses) (4,546) 9, ,755 Finance charge income 95,453 92,393 85,855 Commission income 188, , ,983 Other income 73,096 73,232 47,204 Total revenues 4,256,148 3,941,834 3,776,184 Benefits and expenses: Policyholder benefits 2,399,667 2,109,142 1,895,745 Interest credited to policies and contracts 438, , ,474 General operating expenses 760, , ,590 Commissions 436, , ,368 Administrative and sponsorship fees 78,584 75,082 72,758 Dividends to policyholders 3,817 4,678 6,088 Interest expense 11,700 10,639 10,321 Amortization of deferred policy acquisition costs 210, , ,753 Capitalization of policy acquisition costs (361,563) (361,349) (314,814) Total benefits and expenses 3,977,974 3,597,665 3,302,283 Income from operations before taxes 278, , ,901 Income tax expense (benefit): Current 97,425 46, ,345 Deferred (32,860) 48,153 18,181 Total income tax expense 64,565 94, ,526 Net income 213, , ,375 Less: Net income attributable to noncontrolling interests Net income attributable to Minnesota Life Insurance Company and subsidiaries $ 213,200 $ 249,521 $ 331,375 Other comprehensive income (loss), before tax: Unrealized holding gains (losses) on securities arising during the period $ 124,139 $ (463,641) $ 308,292 Unrealized gains (losses) on securities - other than temporary impairments 1,734 (2,129) (2,955) Adjustment to deferred policy acquisition costs (82,037) 208,912 (198,649) Adjustment to reserves 12,032 22,718 (19,585) Adjustment to unearned policy and contract fees 72,377 (106,247) 114,854 Adjustment to pension and other retirement plans 305 3,952 (12,043) Other comprehensive income (loss), before tax 128,550 (336,435) 189,914 Income tax benefit (expense) related to items of other comprehensive income (44,779) 117,620 (66,472) Other comprehensive income (loss), net of tax 83,771 (218,815) 123,442 Comprehensive income 297,380 31, ,817 Less: Comprehensive income attributable to noncontrolling interests Comprehensive income attributable to Minnesota Life Insurance Company and subsidiaries $ 296,971 $ 30,706 $ 454,817 See accompanying notes to consolidated financial statements 4

33 MINNESOTA LIFE INSURANCE COMPANY AND SUBSIDIARIES Consolidated Statements of Changes in Equity Years ended December 31, 2016, 2015 and 2014 Accumulated Minnesota Life Additional other Insurance Common paid in comprehensive Retained Company and Noncontrolling Total stock capital income earnings subsidiaries equity interests equity 2014: Balance, beginning of year $ 5,000 $ 196,254 $ 269,516 $ 2,900,653 $ 3,371,423 $ - $ 3,371,423 Comprehensive income: Net income , , ,375 Other comprehensive income , , ,442 Total comprehensive income 454, ,817 Change in accounting principle - - (57,148) 57, Dividends to stockholder (7,700) (7,700) - (7,700) Change in equity of noncontrolling interests ,605 31,605 Balance, end of year $ 5,000 $ 196,254 $ 335,810 $ 3,281,476 $ 3,818,540 $ 31,605 $ 3,850, : Balance, beginning of year $ 5,000 $ 196,254 $ 335,810 $ 3,281,476 $ 3,818,540 $ 31,605 $ 3,850,145 Comprehensive income: Net income , , ,989 Other comprehensive loss - - (218,815) - (218,815) - (218,815) Total comprehensive income 30, ,174 Change in equity of noncontrolling interests (1,386) (1,386) Balance, end of year $ 5,000 $ 196,254 $ 116,995 $ 3,530,997 $ 3,849,246 $ 30,687 $ 3,879, : Balance, beginning of year $ 5,000 $ 196,254 $ 116,995 $ 3,530,997 $ 3,849,246 $ 30,687 $ 3,879,933 Comprehensive income: Net income , , ,609 Other comprehensive income ,771-83,771-83,771 Total comprehensive income 296, ,380 Dividends to stockholder (2,000) (2,000) - (2,000) Change in equity of noncontrolling interests (1,634) (1,634) Balance, end of year $ 5,000 $ 196,254 $ 200,766 $ 3,742,197 $ 4,144,217 $ 29,462 $ 4,173,679 See accompanying notes to consolidated financial statements 5