0001193125-23-121172.txt : 20230427 0001193125-23-121172.hdr.sgml : 20230427 20230427115853 ACCESSION NUMBER: 0001193125-23-121172 CONFORMED SUBMISSION TYPE: 497VPU PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230427 DATE AS OF CHANGE: 20230427 EFFECTIVENESS DATE: 20230427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Metropolitan Life Separate Account UL CENTRAL INDEX KEY: 0000858997 IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497VPU SEC ACT: 1933 Act SEC FILE NUMBER: 033-91226 FILM NUMBER: 23853589 BUSINESS ADDRESS: STREET 1: METROPOLITAN LIFE INSURANCE COMPANY STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 212-578-9000 MAIL ADDRESS: STREET 1: METROPOLITAN LIFE INSURANCE COMPANY STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: METROPOLITAN LIFE SEPARATE ACCOUNT UL DATE OF NAME CHANGE: 19920703 0000858997 S000004219 Metropolitan Life Separate Account UL C000011874 Group Variable Universal Life Insurance Policies (“Group Policies”) 497VPU 1 d433166d497vpu.htm METROPOLITAN LIFE SEPARATE ACCOUNT UL Metropolitan Life Separate Account UL
May 1, 2023
Updating Summary Prospectus For Investors In Group Variable Universal Life Insurance Policies
Issued by Metropolitan Life Separate Account UL of Metropolitan Life Insurance Company
This Updating Summary Prospectus summarizes key features of the Group Variable Universal Life Policies (“Group Policies”) and the certificates issued under the Group Policies (“ Certificates”) of Metropolitan Life Insurance Company (“Metropolitan Life,” “MetLife,” “we,” “our,” “us” or “the Company”).
The Prospectus for the Certificates contains more information about the Certificates, including features, benefits, and risks. You can find the current Prospectus and other information about the Group Policies and the Certificates online at https://dfinview.com/metlife/tahd/MET000225. You can also obtain this information at no cost by calling 1-800-756-0124 or by sending an email request to GVUL-eservice@metlifecommercial.com.
Additional information about certain investment products, including variable life insurance contracts, has been prepared by the Securities and Exchange Commission’s staff and is available at Investor.gov.
Please note that the Certificates and the Portfolios are not guaranteed to achieve their goals, are not federally insured, are not endorsed by any bank or government agency, and are subject to risks, including the loss of the amount invested.
The Securities and Exchange Commission (“SEC”) has not approved or disapproved the Certificate or determined that this Prospectus is adequate or complete. Any representation to the contrary is a criminal offense.


UPDATED INFORMATION ABOUT YOUR CERTIFICATE
The information in this Updating Summary Prospectus is a summary of certain Certificate features that have changed since you last received the Prospectus dated May 1, 2022. This may not reflect all of the changes that have occurred since you entered into your Certificate.
For changes in the names of certain Portfolios and any other changes to the Portfolios please refer to Appendix A.
For updated Portfolio expense information please refer to “Important Information You Should Consider About the Certificate” and Appendix A.
For updated Portfolio performance information please refer to Appendix A.
IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CERTIFICATE
 
FEES AND EXPENSES
LOCATION IN
PROSPECTUS
Charges for Early
Withdrawals
None
 — 
Transaction Charges
You may be subject to transaction charges if you surrender your
Certificate or make a partial withdrawal. You may also be charged
for other transactions, such as when you make a premium payment
or transfer cash value between investment options, or exercise your
Accelerated Benefits Option Rider.
“Charges and
Deductions —  Charges
Deducted from
Premiums; Other
Charges”
Ongoing Fees and
Expenses (annual
charges)
In addition to charges described above, an investment in the
Certificate is subject to certain ongoing fees and expenses, including
a mortality and expense risk charge and a monthly deduction
covering the cost of insurance under the Certificate and optional
benefits added by rider, and such fees and expenses are set based on
characteristics of the insured (e.g., the age and rate class of the
covered person, as well as the Group characteristics). There is also a
monthly administration fee. Please refer to the specifications page
of your Certificate for applicable rates.
You will also bear expenses associated with the Portfolios available
under your Certificate, as shown in the following table:
“Charges and
Deductions Charges
Included in the Monthly
Deduction”
“Charges and
Deductions Charges
against the Separate
Account
ANNUAL FEE
MIN
MAX
Investment options ( Portfolio fees
and charges)
0.28%
0.85%
 
RISKS
LOCATION IN
PROSPECTUS
Risk of Loss
You can lose money by investing in this Certificate, including loss of
principal.
“Principal Risks”
Not a Short-Term
Investment
The Certificates are designed to provide insurance protection. They
should not be used as a short-term investment or if you need ready
access to cash, because you will be charged when you make
premium payments and you may also pay a transaction charge when
surrendering the Certificate. In addition, withdrawals may be
subject to ordinary income tax and tax penalties.
“Principal Risks”
3


Risks Associated with
Investment Options
An investment in this Certificate is subject to the risk of poor
investment performance and can vary depending on the
performance of the Portfolios available under the Certificate. Each
investment option (including any Fixed Account investment option)
has its own unique risks. You should review the investment options
before making an investment decision.
“Principal Risks”
Insurance Company
Risks
Investments in the Certificate are subject to the risks related to
Metropolitan Life, including any obligations (including under any
Fixed Account investment option), guarantees, and benefits of the
Certificate, which are subject to the claims paying ability of
Metropolitan Life. If Metropolitan Life experiences financial
distress, it may not be able to meet its obligations to you. More
information about Metropolitan Life, including its financial strength
ratings, is available upon request by calling (800) 756-0124 or by
visiting https://www.metlife.com/about-us/corporate-profile/ratings.
“Principal Risks”
Contract Lapse
Your Certificate may lapse if you have paid an insufficient amount of
premiums or if the investment experience of the Portfolios is poor
and the Cash Surrender Value under your Certificate is insufficient
to cover the monthly deduction. Lapse of a Certificate on which
there is an outstanding loan may have adverse tax consequences. If
the Certificate lapses, no death benefit will be paid. A Certificate
may be reinstated if the conditions for reinstatement are met
including the payment of required premiums.
“Principal Risks”
 
RESTRICTIONS
LOCATION IN
PROSPECTUS
Investments
At the present time, no charge is assessed against the cash value of a
Certificate when amounts are transferred among the Divisions of the
but we reserve the right to impose a charge of $25 to cover
administrative costs incurred in processing any transfer. Certificate
Owners may transfer cash value between and among the Divisions
and the Fixed Account. In some cases, the maximum amount that
you may transfer or withdraw from the Fixed Account in any
Certificate year is the greater of: (i) $200 and (ii) 25% of the largest
amount in the Fixed Account over the last four Certificate years (or
since the Date of Certificate if the Certificate has been in effect for
less than four years). Restrictions may apply to frequent transfers.
Metropolitan Life reserves the right to remove or substitute portfolio
companies as investment options that are available under the
Certificate.
Cash Value, Transfers
and Withdrawals
Cash Value Transfers”
Optional Benefits
Rider availability is subject to your Employer making the rider
available. Depending upon your Employer’s requirements, certain
Certificate riders may only be able to be added to in force
Certificates during the Employer’s annual enrollment. With respect
to the dependent life benefit (child coverage, or spouse coverage),
depending upon your Employer's elected rider benefit, you may also
need to be on active status. You should check with your Employer
regarding the availability of riders and whether you need to be on
active status to elect the dependent life benefit (child coverage, or
spouse coverage).
“Optional Rider
Benefits”
4


 
TAXES
LOCATION IN
PROSPECTUS
Tax Implications
Consult with a tax professional to determine the tax implications of
an investment in and payments received under this Certificate.
Withdrawals may be subject to ordinary income tax, and may be
subject to tax penalties.
Lapse of a Certificate on which there is an outstanding loan may
have adverse tax consequences.
“Federal Tax Matters”
 
CONFLICTS OF INTEREST
LOCATION IN
PROSPECTUS
Investment
Professional
Compensation
Your investment professional may receive compensation relating to
your ownership of a Certificate, both in the form of commissions and
continuing payments. These investment professionals may have a
financial incentive to offer or recommend the Policy over another
investment.
“Sales of Certificates”
Exchanges
Some investment professionals may have a financial incentive to
offer you a new policy in place of your current Certificate. You should
only exchange your Certificate if you determine, after comparing the
features, fees, and risks of both policies, that it is better for you to
purchase the new policy rather than continue to own your existing
Certificate.
“Sales of Certificates”
5


GLOSSARY
Administrative Office — The service office of the Company. The mailing address is: MetLife GVUL; Suite 600; 11330 Olive Boulevard; St Louis, MO 63141. Unless another location is specified, all applications, notices and requests should be directed to the Administrative Office at the address above or, if permitted, to our facsimile number (866-347-4483). You may also contact us for information at (800) 756-0124.
Age: For the purpose of computing the covered person’s age under the Certificate, we start with the covered person’s age on a day selected by your Employer. Age can be measured from December 31st in a given year, or from any other date agreed to by your Employer and us.
Beneficiary — The person(s) named in a Certificate or by later designation to receive Certificate proceeds in the event of the Insured’s death. A Beneficiary may be changed as set forth in the Certificate and this Prospectus. Unless otherwise stated in the Certificate, the Beneficiary has no rights in a Certificate before the death of the Insured. If there is more than one Beneficiary at the death of the Insured, each will receive equal payments unless otherwise provided by the Owner.
Cash Value — The total amount that a Certificate provides for investment at any time. It is equal to the total of the amounts credited to the Owner in the Separate Account, the Fixed Account, and in the Loan Account.
Cash Surrender Value — The Cash Value of a Certificate on the date of surrender, less any outstanding loans, including accrued and unpaid loan interest, accrued and unpaid monthly deductions and any surrender transaction fee.
Date of Certificate: a date set forth in the Certificate and is the effective date for life insurance protection under the Certificate. We use the Date of Certificate to calculate the Certificate years (and Certificate months and monthly anniversaries).
Date of Receipt: The date on which a request is effective and is generally the end of the Valuation Period during which we receive the request at our Administrative Office.
Division — A subaccount of the Separate Account. Each Division invests exclusively in an available underlying Portfolio.
Effective Date of the Certificate — The date on which insurance coverage shall take effect for an Insured.
Employee — A person who is employed by an Employer and members of associations.
Employer — The Employer or association that is issued a Group Policy or participates in the Group Policy issued to the trust.
Final Date — The Certificate anniversary on which the covered person reaches age 95. Subject to certain conditions, we will allow you to extend that date where permitted by state law.
Fixed Account — The Certificate option where your money earns annual interest at a rate that will not be lower than the guaranteed minimum rate in effect on the issue date of your Group Policy, which in no event will be lower than 3%. We may credit higher rates of interest, but are not obligated to do so. The Fixed Account is part of the Company’s general account. Aspects of the Fixed Account are briefly summarized in order to give a better understanding of how the Policy functions.
Fund – An underlying mutual fund in which the Separate Account assets are invested.
6


General Account — The assets of Metropolitan Life other than those allocated to the Separate Account or any other separate account .
Group Policy — A group variable universal life insurance policy issued by the Company to an Employer or to a trust through which an Employer participates. or to the MetLife Group Insurance Trust or similar trust.
Insured —  The person whose life is insured under a Certificate.
Investment Start Date — Your Investment Start Date is the Date of Receipt of your first premium payment with respect to the Certificate, or, if later, the Date of Receipt of your enrollment form.
Loan Account  — The account of the Company to which amounts securing Certificate Loans are allocated. It is a part of the Company’s general account assets.
Monthly Anniversary — The same date in each succeeding month as the Date of the Certificate except that whenever the Monthly Anniversary falls on a date other than a Valuation Date, the Monthly Anniversary will be deemed the next Valuation Date. If any Monthly Anniversary would be the 29th, 30th, or 31st day of a month that does not have that number of days, then the Monthly Anniversary will be the last day of that month.
Net Premium — The premium less any premium charges.
Owner (or you) — The Owner of a Certificate, as designated in the application or as subsequently changed.
Portfolio — A portfolio represents a class (or series) of stock of a Fund in which a Division’s assets are invested.
SEC (or the Commission)  — The Securities and Exchange Commission.
Separate Account — Metropolitan Life Insurance Company Separate Account UL, a separate investment account established by the Company to receive and invest the netpremiums paid under the Certificate.
Specified Face Amount  —  The specified face amount is the basic amount of life insurance specified in the Certificate while the Certificate remains in force.
Spouse — An Employee's legal spouse.
Valuation Date — Each day that the New York Stock Exchange is open for regular trading.
Valuation Period — The period between two successive Valuation Dates , commencing at the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time) on a Valuation Date and ending at the close of regular trading on the New York Stock Exchange on the next succeeding Valuation Date.
7


APPENDIX A: PORTFOLIOS AVAILABLE UNDER THE CERTIFICATE
The following is a list of the Portfolios currently available under the Certificate. More information about the Portfolios is available in the prospectuses for the Portfolios, which may be amended from time to time and can be found online at dfinview.com/metlife/tahd/MET000225. You can also request this information at no cost by calling (800) 756-0124 or by sending an email request to GVUL-eservice@metlifecommercial.com.
The current expenses and performance information below reflects fees and expenses of the Portfolios, but does not reflect the other fees and expenses that the Policy may charge. Expenses would be higher and performance would be lower if these other charges were included. Each Portfolio’s past performance is not necessarily an indication of future performance.
FUND
TYPE
PORTFOLIO AND
ADVISER/SUBADVISER
CURRENT
EXPENSES
AVERAGE ANNUAL
TOTAL RETURNS
(as of 12/31/2022)
1
YEAR
5
YEAR
10
YEAR
International Equity
Baillie Gifford International Stock Portfolio* -
Class A
Brighthouse Investment Advisers, LLC
Subadviser: Baillie Gifford Overseas Limited
(subsidiary of Baillie Gifford & Co.)
0.73%
-28.60%
-0.23%
4.45%
US Fixed Income
BlackRock Bond Income Portfolio* - Class A
Brighthouse Investment Advisers, LLC
Subadviser: BlackRock Advisors, LLC
0.38%
-14.15%
0.32%
1.55%
Allocation
Brighthouse/Wellington Balanced Portfolio -
Class A
Brighthouse Investment Advisers, LLC
Subadviser: Wellington Management Company
LLP
0.52%
-17.08%
5.67%
8.30%
US Equity
Brighthouse/Wellington Large Cap Research
Portfolio* - Class A
Brighthouse Investment Advisers, LLC
Subadviser: Wellington Management Company
LLP
0.54%
-19.02%
8.82%
12.46%
Allocation
Freedom 2010 Portfolio - Initial Class
Fidelity Management & Research Company LLC
0.40%
-13.53%
2.80%
4.94%
Allocation
Freedom 2020 Portfolio - Initial Class
Fidelity Management & Research Company LLC
0.48%
-15.69%
3.73%
6.07%
Allocation
Freedom 2030 Portfolio - Initial Class
Fidelity Management & Research Company LLC
0.54%
-16.87%
4.61%
7.49%
Allocation
Freedom 2040 Portfolio - Initial Class
Fidelity Management & Research Company LLC
0.63%
-18.22%
5.89%
8.71%
Allocation
Freedom 2050 Portfolio - Initial Class
Fidelity Management & Research Company LLC
0.63%
-18.22%
5.89%
8.80%
US Equity
Frontier Mid Cap Growth Portfolio* - Class A
Brighthouse Investment Advisers, LLC
Subadviser: Frontier Capital Management
Company, LLC
0.70%
-28.15%
6.39%
10.57%
A-1


FUND
TYPE
PORTFOLIO AND
ADVISER/SUBADVISER
CURRENT
EXPENSES
AVERAGE ANNUAL
TOTAL RETURNS
(as of 12/31/2022)
1
YEAR
5
YEAR
10
YEAR
Global Equity
Invesco Global Equity Portfolio* - Class A
Brighthouse Investment Advisers, LLC
Subadviser: Invesco Advisers, Inc.
0.58%
-31.70%
3.03%
8.05%
US Fixed Income
MetLife Aggregate Bond Index Portfolio* - Class A
Brighthouse Investment Advisers, LLC
Subadviser: MetLife Investment Management,
LLC
0.27%
-13.09%
-0.18%
0.82%
International Equity
MetLife MSCI EAFE® Index Portfolio - Class A
Brighthouse Investment Advisers, LLC
Subadviser: MetLife Investment Management,
LLC
0.38%
-14.47%
1.40%
4.39%
US Equity
MetLife Russell 2000® Index Portfolio - Class A
Brighthouse Investment Advisers, LLC
Subadviser: MetLife Investment Management,
LLC
0.31%
-20.23%
4.09%
9.00%
US Equity
MetLife Stock Index Portfolio* - Class A
Brighthouse Investment Advisers, LLC
Subadviser: MetLife Investment Management,
LLC
0.26%
-18.30%
9.16%
12.28%
US Equity
MFS® Value Portfolio* - Class A
Brighthouse Investment Advisers, LLC
Subadviser: Massachusetts Financial Services
Company
0.56%
-5.98%
7.51%
11.28%
US Equity
Morgan Stanley Discovery Portfolio* - Class A
Brighthouse Investment Advisers, LLC
Subadviser: Morgan Stanley Investment
Management Inc.
0.65%
-62.47%
5.73%
8.62%
US Equity
T. Rowe Price Small Cap Growth Portfolio - Class A
Brighthouse Investment Advisers, LLC
Subadviser: T. Rowe Price Associates, Inc.
0.50%
-22.15%
6.11%
11.35%
US Fixed Income
Western Asset Management Strategic Bond
Opportunities Portfolio* - Class A
Brighthouse Investment Advisers, LLC
Subadviser: Western Asset Management
Company, LLC
(Legg Mason)
0.55%
-16.66%
0.18%
2.19%
*
The Portfolio is subject to an expense reimbursement or fee waiver arrangement. The annual expenses shown reflect temporary fee reductions.
A-2

To learn more about the Certificate, you should read the Prospectus and SAI dated the same date as this Updating Summary Prospectus which are incorporated herein by reference and are legally a part of this Updating Summary Prospectus. They include additional information about the Certificates and the Separate Account . You can find these documents on line at dfinview.com/metlife/tahd/MET000225. For a free copy of the Prospectus and SAI, to receive free personalized illustrations of death benefits and Cash Values, and to request other information about the Certificate, please call (800) 756-0124, send an email request to GVULeservice@metlifecommercial.com or write to us at our Administrative Office. The mailing address for our Administrative Office is: MetLife GVUL; Suite 600; 11330 Olive Boulevard; St Louis, MO 63141.
EDGAR ID: C000011874

GRAPHIC 2 g180646metlife_logo.jpg GRAPHIC begin 644 g180646metlife_logo.jpg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end