FULCRUM SEPARATE ACCOUNT ALLMERICA FIN LIFE INS & ANNUITY CO
497, 2000-02-14
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   FULCRUM SEPARATE ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY
                                    COMPANY
  FULCRUM SEPARATE ACCOUNT OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

       SUPPLEMENT DATED FEBRUARY 14, 2000 TO PROSPECTUS DATED MAY 1, 1999

On January 31, 2000, Allmerica Financial Life Insurance and Annuity Company
("Allmerica Financial"), First Allmerica Financial Life Insurance Company
("First Allmerica"), (collectively, the "Companies") and several other
applicants filed an application with the Securities and Exchange Commission in
part seeking an order approving the substitution of shares of the Investment
Grade Income Fund ("IGIF") of Allmerica Investment Trust ("AIT") for shares of
the Strategic Income Portfolio ("SIP") of the Fulcrum Trust, which are currently
held by sub-accounts ("SIP Sub-Accounts") of the Fulcrum Separate Accounts. To
the extent required by law, approvals of the substitutions will also be obtained
from the state insurance regulators in certain jurisdictions. The Companies will
bear any expenses in connection with the proposed substitution. Although subject
to change and obtaining necessary regulatory approvals, the Companies are
currently planning to effect the substitution on or about July 1, 2000.

The effect of the substitution would be to have IGIF replace SIP as an
investment option under the Contracts described in the May 1, 1999 prospectus.
After the date of the substitution, the SIP Sub-Accounts will invest in IGIF.
Policy owners will no longer be able to allocate account value to SIP after the
substitution date. On or after the date of the substitution, SIP will no longer
exist.

From the date of this supplement to the date the substitution takes place, each
Contract owner will be permitted to make one transfer of all amounts in the SIP
Sub-Account to the other investment options available under the Contract without
the imposition of any charge and without that transfer counting as one of the
twelve "free" transfers permitted each contract year. If the proposed
substitution is completed, each Contract owner affected by the substitution will
be sent a written notice. For a period of 60 days, each affected Contract owner
may then make one transfer of all amounts allocated to the sub-account investing
in IGIF to any other investment options available under the Contract without the
imposition of any charge and without that transfer counting as one of the twelve
"free" transfers permitted each contract year. Also, the Companies will not
exercise any rights reserved under any Contract to impose additional
restrictions on transfers until at least thirty (30) days after the proposed
substitution.

The investment objective of IGIF is to seek as high a level of total return,
which includes capital appreciation as well as income, as is consistent with
prudent investment management. Contract owners and prospective purchasers should
carefully read the prospectus information for IGIF. The Companies will send each
Contract owner a copy of the AIT prospectus that includes information about IGIF
before the substitutions are carried out.


                                      * * *

             This supplement should be retained with the Prospectus
                             for further reference.



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