-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VX5Gu7wMUrjXPAG3/ifItdMU/LoHhqi5Amv4kgBHELFbb9I5TjRaQg+if3RgC24z 7pHxMIiJ6PIEgm1lRQbsKg== 0000950130-01-500614.txt : 20010410 0000950130-01-500614.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950130-01-500614 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010409 EFFECTIVENESS DATE: 20010409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE SEPARATE ACCOUNT UL CENTRAL INDEX KEY: 0000858997 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 033-47927 FILM NUMBER: 1598415 BUSINESS ADDRESS: STREET 1: 1 MADISON AVE STREET 2: METROPOLITAN LIFE INSURANCE CO CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125788717 MAIL ADDRESS: STREET 1: 1 MADISON AVENUE STREET 2: LAW DEPARTMENT AREA 7 G CITY: NEW YORK STATE: NY ZIP: 10010 485BPOS 1 d485bpos.txt METROPOLITAN SEPARATE ACCOUNT UL PART II CONTENTS OF REGISTRATION STATEMENT REPRESENTATION WITH RESPECT TO FEES AND CHARGES Metropolitan Life represents that the fees and charges deducted under the Policies offered and sold pursuant to this amended Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred, and the risks assumed by Metropolitan Life under the Policies. Metropolitan Life bases its representation on its assessment of all of the facts and circumstances, including such relevant factors as: the nature and extent of such services, expenses and risks, the need for Metropolitan Life to earn a profit, the degree to which the Policies include innovative features, and regulatory standards for exemptive relief under the Investment Company Act of 1940 used prior to October 1996, including the range of industry practice. This representation applies to all policies issued pursuant to this Registration Statement, including those sold on the terms specifically described in the prospectuses contained herein, or any variations therein based on supplements, amendments, endorsements or other riders to such policies or prospectuses, or otherwise. This Registration Statement comprises the following papers and documents: The facing sheet. Cross-Reference Table. UL2001 Prospectus consisting of 126 pages. UL11 Prospectus consisting of 123 pages. Undertaking to File Reports (filed with the initial filing of this Registration Statement on May 14, 1992.) Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933 (filed with the initial filing of this Registration Statement on May 14, 1992.) Representation with respect to fees and charges. The signatures. Written Consents of the following persons: Company Actuary (filed with Exhibit 6 below). Independent Auditors The following exhibits: 1.A (1) --Resolution of Board of Directors of Metropolitan Life effecting the establishment of Metropolitan Life Separate Account UL............................................... ++++ (2) --Not Applicable (3) --(a) Not Applicable --(b) Form of Selected Broker Agreement.................... ++++ --(c) Schedule of Sales Commissions........................ ++ (4) --Not applicable (5) --(a) (i) Specimen Old Product Flexible Premium Multifunded Life Insurance Policy (including application and any alternate pages as required by state law) with form of riders, if any....... ++++ (ii) Specimen New Product Flexible Premium Multifunded Life Insurance Policy (including application and any alternate pages required by state law) with form of riders.................. * --(b) Riders for Disability Waiver Rider, and Accidental Death Benefit........................................ ++++
II-1 --(c) Riders for Accelerated Death Benefit, Children's Term Insurance Benefit and Spouse Term Insurance Benefit......... ++++ --(d) New York Endorsement for Old Product to Flexible Premium Multifunded Life Insurance Policy........................... ++++ --(e) Additional alternate pages for Old Product required by state law......................................................... ++++ --(f) Endorsement adding death benefit Option C for Old Product... ++++ --(g) Forms of illustrations...................................... ** --(h) Participation Agreement with New England Zenith Fund........ **** --(i)Endorsement--Long Term care guaranteed purchase + (6) --(a) Restated Charter and By-Laws of Metropolitan Life........... *** (7) --Not Applicable (8) --Not Applicable (9) --Not Applicable 2. --See Exhibit 1.A(5) above 3.a --Opinion and consent of Christopher P. Nicholas as to the legality of the securities being registered..................... ++++++ .b --Opinion and consent of Anne M. Goggin as to the legality of the securities being registered + 4. --Not Applicable 5. --Not Applicable 6.a --Opinion and consent of Marian Zeldin relating to the Flexible Premium Multifunded Life Insurance Policies .................... + 8. --Powers of Attorney.............................................. +++++ 9. --Method of Computing Exchange pursuant to Rule 6e-3(T)(b)(13)(v)(B) under the Investment Company Act of 1940 (not required because there will be no cash value adjustments) 11.a --Memoranda describing certain procedures filed pursuant to Rule 6e-3(T)(b)(12)(iii)............................................. ++++ .b --Addendum to Memoranda describing certain procedures filed pursuant to Rule 6e-3(T)(b)(12)(iii)............................. + 27. --Financial Data Schedule (inapplicable)
- -------- + Filed herewith. ++ Incorporated by reference from "Distribution of the Policies" in the Prospectuses included herein. +++ Incorporated by reference to the filing of Post-Effective Amendment No. 4 to the Registration Statement of Separate Account UL (File No. 33- 57320) on March 1, 1996. ++++ Included in the filing of Post-Effective Amendment No. 5 to this Registration Statement on April 30, 1997. +++++ Included in the filing of Post-Effective Amendment No. 5 to this Registration Statement on April 30, 1997 except for Robert H. Benmosche's power of attorney, which is incorporated by reference to the Registration Statement of Separate Account UL (File No. 333-40161) filed on November 13, 1997, Stewart G. Nagler's power of attorney which is included in the filing of Post-Effective Amendment No. 6 to this Registration Statement on December 23, 1997, Virginia M. Wilson's power of attorney, which is incorporated by reference to Pre-Effective Amendment No. 2 to the Registration Statement of Metropolitan Life Separate Account E (File No. 333-80547) filed on November 1, 1999, and William C. Steere's power of attorney, which is incorporated by reference to the filing of Post-Effective Amendment No. 8 of Separate Account UL (File no. 33-57320) on April 23, 1999, and John C. Danforth's power of II-2 attorney, which is incorporated by reference to the filing of Post- Effective Amendment No. 27 of Separate Account E (File No. 2-90380) on April 3, 2001. ++++++ Included in the filing of Post-Effective Amendment No. 6 to this Registration Statement on December 23, 1997. * Included in the filing of Post-Effective Amendment No. 7 to this Registration Statement on February 27, 1998. ** Included in the filing of Post-Effective Amendment No. 10 to this Registration Statement on April 2, 1999. *** Included in the filing of Post-Effective Amendment No. 11 to this Registration Statement on April 6, 2000. **** Including in the filing of Post-Effective Amendment No. 10 of Separate Account UL (File No. 33-57320) on September 18, 2000. II-3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, METROPOLITAN LIFE INSURANCE COMPANY, CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS AMENDED REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS AMENDED REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, AND ITS SEAL TO BE HEREUNTO AFFIXED AND ATTESTED, ALL IN THE CITY OF NEW YORK, STATE OF NEW YORK, THIS 6TH DAY OF APRIL, 2001. METROPOLITAN LIFE INSURANCE COMPANY (Seal) /s/ Gary A. Beller By: _________________________________ GARY A. BELLER SENIOR EXECUTIVE VICE-PRESIDENT & GENERAL COUNSEL /s/ Cheryl D. Martino Attest: _____________________________ CHERYL D. MARTINO Assistant Secretary PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDED REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE * Chairman of the - ------------------------------------- Board, President ROBERT H. BENMOSCHE and Chief Executive Officer and Director (Principal Executive Officer) * Vice-Chairman of the - ------------------------------------- Board and Chief GERALD CLARK Investment Officer and Director * Vice-Chairman of the - ------------------------------------- Board and Chief STEWART G. NAGLER Financial Officer (Principal Financial Officer) * Senior Vice- - ------------------------------------- President and VIRGINIA M. WILSON Controller (Principal Accounting Officer) * Director - ------------------------------------- CURTIS H. BARNETTE * Director - ------------------------------------- JOAN GANZ COONEY /s/ Christopher P. Nicholas *By _________________________________ April 6, 2001 CHRISTOPHER P. NICHOLAS, ESQ. ATTORNEY-IN-FACT II-4 SIGNATURE TITLE DATE * Director - ------------------------------------- JOHN C. DANFORTH * Director - ------------------------------------- BURTON A. DOLE, JR. * Director - ------------------------------------- JAMES R. HOUGHTON * Director - ------------------------------------- HELENE L. KAPLAN * Director - ------------------------------------- CHARLES M. LEIGHTON * Director - ------------------------------------- JOHN J. PHELAN, JR. * Director - ------------------------------------- HUGH B. PRICE * Director - ------------------------------------- ROBERT G. SCHWARTZ * Director - ------------------------------------- RUTH J. SIMMONS, PH.D. * Director - ------------------------------------- WILLIAM C. STEERE, JR. /s/ Christopher P. Nicholas *By _________________________________ April 6, 2001 CHRISTOPHER P. NICHOLAS, ESQ. ATTORNEY-IN-FACT II-5 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT, METROPOLITAN LIFE SEPARATE ACCOUNT UL, CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS AMENDED REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS AMENDED REGISTRATION STATEMENT TO BE SIGNED, ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, AND ITS SEAL TO BE HEREUNTO AFFIXED AND ATTESTED, ALL IN THE CITY OF NEW YORK, STATE OF NEW YORK THIS 6TH DAY OF APRIL, 2001. METROPOLITAN LIFE SEPARATE ACCOUNT UL (REGISTRANT) By: METROPOLITAN LIFE INSURANCE COMPANY (DEPOSITOR) (Seal) /s/ Gary A. Beller By: _____________________________ GARY A. BELLER SENIOR EXECUTIVE VICE- PRESIDENT AND GENERAL COUNSEL /s/ Cheryl D. Martino Attest: _____________________________ CHERYL D. MARTINO ASSISTANT SECRETARY II-6 INDEPENDENT AUDITORS' CONSENT Metropolitan Life Insurance Company: We consent to the use in this Post-Effective Amendment No. 12 to the Registration Statement No. 33-47927 of Metropolitan Life Separate Account UL on Form S-6 of our report dated March 5, 2001, relating to Metropolitan Life Separate Account UL, and our report dated February 9, 2001, relating to Metropolitan Life Insurance Company, both appearing in the Prospectuses, which are a part of such Registration Statement, and to the reference to us under the heading "Legal, Accounting and Actuarial Matters" appearing in such Prospectuses. /s/ Deloitte & Touche LLP Deloitte & Touche LLP New York, New York April 5, 2001 II-7 EX-99.1.A(5)(I) 2 dex991a5i.txt ENDORSEMENT - LONG TERM CARE GUARANTEED PURCHASE E-36GO-OO - -------------------------------------------------------------------------------- Rider: Option to Purchase Long-Term Care Insurance The Company agrees that the Owner of the Policy can purchase long-term care insurance on the life of the Insured named in the attached Rider Schedule, without proof of insurability. Purchase of Long-Term Care Insurance A long-term care policy can be applied for within 60 days of a Purchase Option Date. Application for the long-term care policy must be in writing signed by the Owner and by the Insured and received by the company within 60 days of a Purchase Option Date. Purchase Option Dates The Purchase Option Dates are shown in the Rider Schedule. The Long-Term Care Policy The long-term care policy will be issued: . With the same Insured as this Rider; . With the same underwriting class as this Rider or the class we determine is the closest to it if the class of this Rider is not offered on the long- term care policy; . On any individual plan of long-term care insurance issued by the Company or by an affiliate designated by the Company on the date of purchase of the long-term care policy; . On a policy form and at premium rates in use by the company on the date of purchase of the long-term care policy; . Subject to any assignments and limitations to which this Rider is subject; . At the insurance age of the Insured on the date of purchase of the long- term care policy; . With a Daily Benefit Amount, available at the time you exercise this Option, up to the Amount shown in the Rider Schedule and with a Lifetime Benefit Amount up to the Amount shown in the Rider Schedule; . With a minimum daily benefit amount based on the company's published minimum on the date of purchase; or the Maximum Daily Benefit Amount shown in the Rider Schedule for the Purchase Option Date, if less, except as otherwise required by law; and . Subject to the New Policy Features as shown in the Rider Schedule. The long-term care policy will take effect on the effective date stated in the long-term care policy, but only if its initial premium is received by the company. The Company reserves the right to offer an option exercise credit. If an option exercise credit is paid, it will be deducted from the initial premium for the long-term care policy. If the long-term care policy is issued on a basis other than daily benefits, the Amounts shown in the long-term care policy will reflect the chosen benefit period. The contestable period of the long-term care policy issued under this Rider will be measured from the Date of Issue of this Rider. Optional features or riders can be attached to the long-term care policy only with the consent of the company. Cost of Rider The monthly cost of insurance charge for this Rider is guaranteed and shown in the Rider Schedule. Date of Issue The Date of Issue of this Rider is the shown in the Rider Schedule. - -------------------------------------------------------------------------------- Not Contestable After Two Years This Rider will not be contestable after it has been in force during the life of the Insured for two years from its Date of Issue. Contract A copy of the application for this Rider is attached to and made a part of the Rider. This Rider is made a part of the Policy to which it is attached, if the Rider is listed on the specifications page. This Rider has no cash value. Termination This Rider will terminate upon the earliest of: (a) death of the Insured; (b) surrender of the policy to which this Rider is attached; (c) 60 days after the final Purchase Option Date; (d) the effective date of the long-term care policy; and (e) the Company's recording of a written request signed by the Owner to end the Rider. Metropolitan Life Insurance Company One Madison Avenue, New York, New York 10010-3690 /s/ Robert H. Benmosche /s/ Gwenn L. Carr Robert H. Benmosche Charman of the Board, Gwenn L. Carr President and Chief Executive Officer Vice-President and Secretary Rider Schedule
Insured Name: John Doe Policy Number: Specimen Date of Issue: March 1, 2001 Rider Class: Standard Age: 35 Guaranteed Monthly Cost of $4.17 Insurance Charge Initial Daily Benefit $110.00 Amount New Policy Features: Waiting Period: 100 Days or if less, the minimum number of days required by law.
- ---------------------------------------------------------------------------------------------------------- Purchase Maximum Daily Maximum Lifetime Option Date Benefit Amount Benefit Amount - ---------------------------------------------------------------------------------------------------------- 3/1/2006 120.00 $131,400 - ---------------------------------------------------------------------------------------------------------- 3/1/2011 140.00 153,300 - ---------------------------------------------------------------------------------------------------------- 3/1/2016 170.00 186,150 - ---------------------------------------------------------------------------------------------------------- 3/1/2021 190.00 208,050 - ---------------------------------------------------------------------------------------------------------- 3/1/2026 220.00 240,900 - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------
EX-99.3.B 3 dex993b.txt OPINION AND CONSENT / ANNE M. GOGGIN Exhibit 3 (b) April 6, 2001 Metropolitan Life Separate Account UL Metropolitan Life Insurance Company One Madison Avenue New York, NY 10010 Ladies and Gentlemen: In my capacity as Chief Counsel - Individual Business of Metropolitan Life Insurance Company (the "Company"), I am rendering the following opinion in connection with the filing with the Securities and Exchange Commission of an amendment to the registration statement on Form S-6 (File No. 33-47927) under the Securities Act of 1933. This Amendment to the Registration Statement is being filed with respect to individual Variable Universal Life Insurance Policies (the "Policies") issued by Metropolitan Life Separate Account UL (the "Account"). It is my professional opinion that: 1. The Account is a separate investment account of the Company and is validly existing pursuant to the laws of the State of New York. 2. The Variable Universal Life Insurance Policies, when issued in accordance with the prospectuses contained in the amendment to the Registration Statement and in compliance with applicable local law, are and will be legal and binding obligations of the Company in accordance with their terms; and 3. Assets attributable to reserves and other contract liabilities and held in the Account will not be chargeable with liabilities arising out of any other business the Company may conduct. In forming this opinion, I have made such examination of law and examined such records and other documents as in my judgment are necessary and appropriate. I hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of my name under the caption "Legal, Accounting and Actuarial Matters" in the prospectuses contained in the amendment to the Registration Statement. Very truly yours, /s/ Anne M. Goggin Anne M. Goggin Chief Counsel- Individual Business EX-99.6.A 4 dex996a.txt OPINION AND CONSENT / MARIAN ZELDIN Exhibit 6(a) Metropolitan Life Insurance Company One Madison Avenue New York, NY 10010-3690 212 578-2211 April 6, 2001 Metropolitan Life Insurance Company This opinion is furnished in connection with the filing of Post-Effective Amendment No. 12 to Registration Statement No. 33-47927 on Form S-6 ("Registration Statement"), which covers premiums received under the Flexible Premium Multifunded Life Insurance policies (FPMLI) offered by Metropolitan Life Insurance Company ("MLIC") in each State where they have been approved by appropriate State insurance authorities. As a Vice-President and Actuary of MLIC, I have reviewed the FPMLI forms and I am familiar with the Registration Statement and Exhibits thereto. In my opinion the illustrations of FPMLI death benefits, cash values and cash surrender values in Exhibit 1(A)(5)(g) included in the Registration Statement, based on the assumptions stated therein, are consistent with the provisions of the FPMLI forms. Also, in my opinion, the amounts assumed in the illustrations for current policy charges (including UL- 2001's decrease in mortality and expense risk charge after 10 years) remain reasonable, based on MLIC's current expectations. The policies have not been designed so as to make the relationship between premiums and benefits, as shown in these illustrations, appear to be disproportionately more favorable to a prospective purchaser of the FPMLI for standard risk males age 35, than to prospective purchasers of FPMLI for a male at other ages or in other underwriting classes or for a female. Nor have the particular illustrations shown been selected for the purpose of making that relationship appear more favorable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to my name under the heading "Legal, Accounting and Actuarial Matters" in the prospectuses contained in the Registration Statement. Very truly yours, /s/ Marian Zeldin Marian Zeldin Vice President and Actuary EX-99.11.B 5 dex9911b.txt ADDENDUM - PURSUANT TO RULE 6E-3(T)(B)(12)(III) Exhibit 11(b) Addendum to Memoranda describing certain procedures filed pursuant to Rule 6e-3(T)(b)(12)(iii) Delivery of Death Benefit Checks. If the payee has elected a lump sum payment, the check will be mailed directly to the payee. If a representative requests that the check be sent to the sales office, it should be delivered within 24 hours after it is received in the sales office. When this is not possible, the check should be mailed immediately by the sales office. -----END PRIVACY-ENHANCED MESSAGE-----