NATIONAL VARIABLE LIFE INSURANCE ACCOUNT
497, 1998-07-31
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<PAGE>   1
                                    VARITRAK

       Flexible Premium Adjustable Benefit Variable Life Insurance Policy
                                   issued by
                        National Life Insurance Company

         Supplement dated July 31, 1998 to Prospectus dated May 1, 1998

NATIONAL LIFE INSURANCE COMPANY

         On May 8, 1998, the Board of Directors of National Life Insurance
Company ("National Life") approved a Plan of Reorganization under which
National Life would convert from a mutual life insurance company to a stock
life insurance company, all of the outstanding stock of which would initially
be indirectly owned by a newly formed mutual insurance holding company,
National Life Holding Company.  All policyholders of National Life, including
Owners of the Policies, would become voting members of National Life Holding
Company.  The contractual rights of Owners of the Policies would not change if
the Plan of Reorganization is consummated. The Plan of Reorganization is
subject to the approval of the Vermont Commissioner of Banking, Insurance,
Securities and Health Care Administration, and to a favorable vote of the
policyholders of National Life.

AVAILABILITY OF NEW PORTFOLIOS

         On July 31, 1998, eleven Subaccounts investing in the eleven
Portfolios of American Century Variable Portfolios, Inc., Goldman Sachs
Variable Insurance Trust, J. P. Morgan Series Trust II, Neuberger & Berman
Advisers Management Trust, Strong Variable Insurance Funds, Inc., and Strong
Opportunity Fund II, Inc.,described on pages 16-19 of the Prospectus, became
available for allocation of Accumulated Value under the Policies.

MINIMUM INITIAL PREMIUM

         The Minimum Initial Premium for the Policies is now one Minimum
Monthly Premium, rather than two Minimum Monthly Premiums as stated in the
Prospectus. 

GOLDMAN SACHS VARIABLE INSURANCE TRUST

         The second sentence of the first paragraph under "Goldman Sachs
Variable Insurance Trust" on page 17 of the prospectus is amended to read as
follows:  Goldman Sachs Variable Insurance Trust is a "series" type mutual fund
registered with the SEC as an open-end management investment company issuing a
number of series or classes, each of which represents an interest in a Fund of
Goldman Sachs Variable Insurance Trust.  Each Fund, except the Global Income
Fund, is a diversified investment company.  In addition, the investment
objective of the Midcap Equity Fund of the Trust is amended to read as follows:
Seeks long-term capital appreciation primarily through investments in equity
securities of companies with public stock market capitalizations within the
range of the market capitalization of companies constituting the Russell Midcap
Index at the time of investment (currently between $400 million and $16
billion).

         It should also be noted that the expense ratios presented on page 8 of
the Prospectus for the four series of the Goldman Sachs Variable Insurance
Trust are estimates, since the Trust began operations on January 1, 1998.  In
the absence of expense reimbursement programs, pursuant to which Goldman Sachs
Asset Management and Goldman Sachs Asset Management International have
respectively agreed to reduce or limit certain Fund expenses (excluding
management fees, taxes, interest and brokerage fees, and litigation,
indemnification and extraordinary expenses), it is estimated that the "Other
Expenses" and "Total Other Expenses" for the International Equity Fund, the
Global Income Fund, the CORE Small Cap Equity Fund and the Mid Cap Equity Fund
would have been 1.22% and 2.22%, 1.72% and 2.62%, 1.03% and 1.78%, and .53% and
1.33%, respectively.

ACCELERATED BENEFITS RIDER

         National Life has made available an Accelerated Benefits Rider under
the Policy.  This Rider pays a reduced benefit prior to the death of the
Insured, in certain circumstances where a terminal or chronic illness creates a
need for access to the death benefit.  This Rider is not available in all
states, and its terms may vary by state.  There is no cost for this Rider.  It
can be included in a Policy at issue, or can be added after issue, for Insureds
ages 0-85.  The maximum amount payable under the Rider is $500,000.  An Insured
who has a chronic illness, as defined in the Rider, at the time the Rider is
issued, may not receive benefits under the Rider for five years after its
issue.



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