VEL ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE & ANN CO
497, 1996-05-23
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                           PROSPECTUS SUPPLEMENT
                                 VEL Plus
   VEL Account of Allmerica Financial Life Insurance and Annuity Company
             Supplement to Prospectus dated April 30, 1996

The Company has reduced the charge for mortality and expense risks under the 
Policies from an annual rate of 0.90% to an annual rate of 0.65% of the 
average daily net asset value of each Sub-Account. The first sentence under 
the caption "CHARGES AGAINST THE VEL ACCOUNT" of the prospectus is amended to 
read in its entirety as follows:

     CHARGES AGAINST THE VEL ACCOUNT - A daily charge equivalent to an 
     effective annual rate of 0.65% of the average daily net asset value 
     of each Sub-Account is imposed to compensate the Company for its 
     assumption of certain mortality and expense risks.

The first sentence under the caption "CHARGES AGAINST ASSETS OF THE VEL 
ACCOUNT" of the prospectus is amended to read in its entirety as follows:

     The Company currently makes a charge on an annual basis of 0.65% of the 
     daily net asset value in each Sub-Account.

The first sentence of the fifth paragraph under the caption APPENDIX C - 
ILLUSTRATIONS OF SUM INSURED, POLICY VALUES AND ACCUMULATED PREMIUMS of the 
Prospectus is amended to read in its entirety as follows:

     The amounts shown for the Death Proceeds and Policy Values take into 
     account the deduction from premiums for the premium tax charge, the 
     Monthly Deduction from Policy Value, and a daily charge of 0.90% against
     the Sub-Accounts for mortality and expense risks (the actual mortality 
     and expense risk charge is currently 0.65%).

                                     * * *

The Company pays to registered representatives who sell the Policy 
commissions based on a commission schedule. After issue of the Policy or an 
increase in Face Amount, commissions generally will equal 15 percent of the 
first year premiums up to a basic premium amount established by the Company. 
Thereafter, commissions will generally equal 4 percent of any additional 
premiums. Alternative commission schedules are available with lower initial 
commission amounts based on premium payments, plus ongoing annual 
compensation of up to 0.50% of Certificate Value. Certain registered 
representatives, including registered representatives enrolled in the 
Company's training program for new agents, may receive additional first year 
and renewal commissions and training reimbursements. General Agents of the 
Company and certain registered representatives may also be eligible to 
receive expense reimbursements based on the amount of earned commissions. 
General Agents may also receive overriding commissions, which will not exceed 
2.5 percent of first year or 4 percent of renewal premiums.

                                             Supplement Dated May 15, 1996



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