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SUPP-96-AGS
NEW ENGLAND LIFE INSURANCE COMPANY
(formerly New England Variable Life Insurance Company)
501 Boylston Street
Boston, Massachusetts 02116
(617) 578-2000
AMERICAN GROWTH SERIES
SUPPLEMENT DATED AUGUST 30, 1996
TO PROSPECTUS DATED MAY 1, 1996
Prior to August 30, 1996, New England Life Insurance Company (the "Company")
was a wholly-owned subsidiary of New England Mutual Life Insurance Company
("The New England"). Effective August 30, 1996, The New England merged with and
into Metropolitan Life Insurance Company ("MetLife"). Upon consummation of the
merger, The New England's separate corporate existence ceased by operation of
law, and MetLife became the parent of the Company. Thus, references throughout
the prospectus to "The New England" (other than those describing the merger)
now refer to MetLife. Also in connection with the merger, the Company changed
its name from "New England Variable Life Insurance Company" to "New England
Life Insurance Company" ("NELICO"), and changed its domicile from the State of
Delaware to the Commonwealth of Massachusetts. As a result, both the Company's
Home Office and its Administrative Office are at 501 Boylston Street, Boston,
Massachusetts 02116.
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There have been changes to the names of two of the Eligible Funds available
through the American Growth Series variable annuity contracts. As described
below, the name of the Venture Value Series has been changed to "Davis Venture
Value Series" and the name of the Westpeak Value Growth Series has been changed
to "Westpeak Growth and Income Series," effective August 30, 1996. To
correspond to these name changes, the Zenith Venture Value Sub-Account has been
redesignated the "Zenith Davis Venture Value Sub-Account" and the Zenith
Westpeak Value Growth Sub-Account has been redesignated the "Zenith Westpeak
Growth and Income Sub-Account."
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The second full paragraph on page A-32 is replaced by the following:
The Contracts may be sold directly, without compensation, to a registered
representative, to employees, officers, directors, and trustees of the
Company, and its affiliated companies, and spouses and immediate family
members (i.e., children, siblings and parents (including siblings and
parents of spouses), and grandparents) of the foregoing, and employees,
officers, directors, trustees and registered representatives of any broker-
dealer authorized to sell the Contracts and of any sub-adviser to the
Eligible Funds, and spouses and immediate family members of the foregoing.
If consistent with applicable state insurance law, the Contracts may also
be sold, without compensation, to the Company or MetLife for use with
deferred compensation plans for agents, employees, officers, directors, and
trustees of the Company and its affiliated companies, subject to any
restrictions imposed by the terms of such plans, or to persons who obtain
their Contracts through a bank, adviser or consultant to whom they pay a
fee for investment or planning advice. If sold under these circumstances,
the Contracts will be credited with an additional percentage of premium to
reflect in part or in whole any cost savings associated with the direct
sale, but only if such credit will not be unfairly discriminatory to any
person. No additional premium will be credited to Contracts purchased by
persons described above in exchange for another variable annuity contract
issued by the Company or its affiliated companies.
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NEW ENGLAND ZENITH FUND
Supplement dated August 30, 1996
to
Prospectus dated May 1, 1996
This supplement updates information in and should be read in conjunction with
the prospectus dated May 1, 1996, regarding the following:
(1) The name of the Venture Value Series has been changed to "Davis Venture
Value Series" and the name of the Westpeak Value Growth Series has been changed
to "Westpeak Growth and Income Series."
(2) On August 30, 1996 New England Mutual Life Insurance Company ("The New
England") merged into Metropolitan Life Insurance Company ("MetLife"). MetLife
is the surviving company of the merger. In connection with the merger, New
England Variable Life Insurance Company ("NEVLICO") became a subsidiary of
MetLife and changed its name to New England Life Insurance Company ("NELICO").
Thus, all references throughout the May 1, 1996 prospectus to The New England
now refer to MetLife rather than The New England and all references to NEVLICO
now refer to NELICO except as follows: (a) on page B-29 the reference to The
New England under "Performance Information" remains unchanged and "its
affiliates" is replaced with "TNE Advisers, Inc."; (b) on page B-31 the
reference to The New England in the third paragraph under "Yield" is changed to
"TNE Advisers, Inc."; (c) the references to The New England on page B-35 in the
section under "TNE Advisers, Inc." are changed to "NELICO", except in the fifth
and eighth lines of the third paragraph where references to The New England are
changed to "MetLife" and the last two paragraphs under this section are
deleted; (d) references to The New England on page B-36 under "Back Bay
Advisors" remain unchanged; (e) references to The New England on page B-39 and
B-40 under "Voluntary Expense Agreement" remain unchanged; (f) the reference to
The New England on page B-42 in the second paragraph under "Miscellaneous
Arrangements" is changed to "NELICO"; and (g) on page B-43 the sentence under
"Transfer Agent" is replaced by the following: "The transfer agent and the
dividend paying agent for the Fund is NELICO, 501 Boylston Street, Boston,
Massachusetts 02116."
(3) The second sentence of the second paragraph under Loomis Sayles Small Cap
Series on page B-14 is replaced with the following: "Typically, such companies
have market capitalization of less than $1 billion, have better than average
growth rates at below average price/earnings ratios and have strong balance
sheets and cash flows."
(4) The texts of footnote (d) on page B-6, relating to the Loomis Sayles
Avanti Growth Series, footnote (d) on page B-8 relating to the Westpeak Value
Growth Series and footnote (a) on page B-13, relating to the Back Bay Advisors
Money Market Series should be replaced with the following: "The expense ratios
presented in this table give effect to voluntary expense agreement limits
referred to on page B-39."
(5) The following language relating to the Alger Equity Growth Series should
be added to page B-39 of the prospectus at the end of the section "Sub-Advisory
Fees": "Effective May 1, 1996, Alger Management has agreed with TNE Advisers,
Inc. that the sub-advisory fee payable by TNE Advisers, Inc. to Alger
Management will be reduced by 0.05% of the first $240 million of the excess of
the Series' average daily net assets over $10 million, and by 0.10% of the
excess of the Series' average daily net assets over $250 million. This fee
reduction benefits TNE Advisers, Inc. but does not reduce the advisory fees
payable by the Series. The fee reduction agreement will expire on (a) January
1, 1998 or (b) at such time as TNE Advisers, Inc. has recovered certain
expenses (generally those expenses borne by TNE Advisers, Inc. under the
Expense Deferral Arrangement prior to January 1, 1996 which were not recovered
from the Series), whichever occurs first."
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