ALLMERICA SELECT SEP ACCT II OF 1ST ALLMERICA FIN LIF INS CO
497, 2000-02-14
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 INHEIRITAGE ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                              (SELECT INHEIRITAGE)
 ALLMERICA SELECT SEPARATE ACCOUNT II OF ALLMERICA FINANCIAL LIFE INSURANCE
                              AND ANNUITY COMPANY
 ALLMERICA SELECT SEPARATE ACCOUNT II OF FIRST ALLMERICA FINANCIAL LIFE
                               INSURANCE COMPANY
 ALLMERICA SELECT SEPARATE ACCOUNT III OF ALLMERICA FINANCIAL LIFE INSURANCE
                              AND ANNUITY 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 Select Income Fund ("SIF") of AIT. Shares of SIF are currently held by
sub-accounts ("SIF Sub-Accounts") of certain of the Companies' Separate
Accounts, including the Separate Accounts listed above. To the extent required
by law, approvals of such 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 SIF as an
investment option under the Policies described in the May 1, 1999 prospectus.
After the date of the substitution, the SIF Sub-Accounts will invest in IGIF. On
or after the date of the substitution, SIF will no longer exist.

From the date of this supplement to the date the substitution takes place, each
Policy owner will be permitted to make one transfer of all amounts in the SIF
Sub-Account to the other investment options available under the Policy, without
the imposition of any charge and without that transfer counting as one of the
twelve "free" transfers permitted each Policy year. If the proposed substitution
is completed, each Policy owner affected by the substitution will be sent a
written notice. For a period of 60 days after the substitution, each affected
Policy 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 Policy, without the imposition of any charge and without that transfer
counting as one of the twelve "free" transfers permitted each Policy year. Also,
the Companies will not exercise any rights reserved under any Policy to impose
additional restrictions on transfers until at least thirty (30) days after the
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. Policy owners and prospective purchasers should
carefully read the prospectus information for IGIF. The Companies will send each
Policy 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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