<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUSES DATED MAY 1, 1999
VEL ACCOUNT (VEL 87 AND VEL 91)
VEL II ACCOUNT VEL III ACCOUNT
GROUP VEL ACCOUNT (GROUP VARI-EXCEPTIONAL LIFE PLUS)
INHEIRITAGE ACCOUNT (VARIABLE INHEIRITAGE)
* * *
Effective September 1, 1999, the following information relating to the Select
Aggressive Growth Fund and Select Capital Appreciation Fund is amended as
follows:
Under the SUMMARY - CHARGES OF THE UNDERLYING FUNDS, the table and footnotes are
amended as follows:
<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL FUND EXPENSES
(AFTER VOLUNTARY (AFTER APPLICABLE (AFTER WAIVERS/
UNDERLYING FUND WAIVERS) REIMBURSEMENTS) REIMBURSEMENTS)
--------------- ---------------- ----------------- -----------------
<S> <C> <C> <C>
Select Aggressive Growth Fund................... 0.82%*** 0.07% 0.89%(1)(2)***
Select Capital Appreciation Fund................ 0.94%*** 0.10% 1.04%(1)(2)***
</TABLE>
*** Effective September 1, 1999, the management fee rates for the Select
Aggressive Growth Fund and Select Capital Appreciation Fund were revised.
The Management Fee and Total Fund Expenses shown in the table above have
been adjusted to assume that the revised rates took effect on January 1,
1998.
Under footnote (2), the percentage for the Select Aggressive Growth Fund is
changed to 0.86%.
Under INVESTMENT ADVISORY SERVICES - the management fee schedule for the Select
Aggressive Growth Fund and Select Capital Appreciation Fund is amended as
follows:
Select Aggressive Growth Fund First $100 Million 1.00%
Next $150 Million 0.90%
Next $250 Million 0.80%
Next $500 Million 0.70%
Over $1 Billion 0.65%
Select Capital Appreciation Fund First $100 Million 1.00%
Next $150 Million 0.90%
Next $250 Million 0.80%
Next $500 Million 0.70%
Over $1 Billion 0.65%
* * *
SUPPLEMENT DATED SEPTEMBER 1, 1999
