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