<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 1996
REGISTRATION NO. 33-57320
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 4
To
FORM S-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
METROPOLITAN LIFE SEPARATE ACCOUNT UL
(Exact name of trust)
METROPOLITAN LIFE INSURANCE COMPANY
(Name of depositor)
1 MADISON AVENUE, NEW YORK, NEW YORK 10010
(COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
----------------
RICHARD M. BLACKWELL, ESQ.
SENIOR VICE-PRESIDENT AND GENERAL COUNSEL
METROPOLITAN LIFE INSURANCE COMPANY
1 MADISON AVENUE
NEW YORK, NEW YORK 10010
(NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)
----------------
COPIES TO:
GARY O. COHEN, ESQ.
AND
THOMAS C. LAUERMAN, ESQ.
FREEDMAN, LEVY, KROLL & SIMONDS
1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
----------------
It is proposed that the filing will become effective (check appropriate box)
[_]immediately upon filing pursuant to paragraph (b)
[_]on (date), pursuant to paragraph (b)
[_]60 days after filing pursuant to paragraph (a)
[X]on May 1, 1996 pursuant to paragraph (a) of Rule 485
----------------
This filing is made pursuant to Rule 6c-3 and 6e-3(T) under the Investment
Company Act of 1940 to register interests in Metropolitan Life Separate Account
UL which funds certain flexible premium variable and multifunded life insurance
policies.
Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(A) under the
Investment Company Act of 1940 with respect to the policy described in the
Prospectus.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities pursuant to a
declaration set out in the Form S-6 Registration Statement contained in File
No. 33-32813. THE REGISTRANT'S RULE 24F-2 NOTICE WAS FILED WITH THE COMMISSION
ON FEBRUARY 29, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT UL
METROPOLITAN LIFE INSURANCE COMPANY
CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>
ITEMS OF
FORM N-8B-2 CAPTIONS IN PROSPECTUS
- ----------- ----------------------
<S> <C>
1........................... Cover Page
2........................... SUMMARY--Who is the Issuer of the Policies?
3........................... Inapplicable
4........................... SALES AND ADMINISTRATION OF THE POLICIES; SUMMARY--Who is
the Issuer of the Policies?
5,6,7....................... SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--The Separate
Account; STATE REGULATION
8........................... FINANCIAL STATEMENTS
9........................... Inapplicable
10........................... OTHER POLICY PROVISIONS--Owner; Beneficiary; Collateral
Assignment
10(c), 10(d)................. DEFINITIONS--Valuation Date; SUMMARY--May the Policy be
Surrendered or the Cash Value Partially Withdrawn; Is There
a "Free Look" Period?; POLICY BENEFITS--Benefit at Final
Date; POLICY RIGHTS--Surrender and Withdrawal Privileges;
Exchange Privilege; PAYMENT AND ALLOCATION OF PREMIUMS--
Allocation of Premiums and Cash Value, Cash Value
Transfers; THE FIXED ACCOUNT--Transfers, Withdrawals,
Surrenders, and Policy Loans; OTHER POLICY PROVISIONS--
Payment and Deferment
10(e)........................ PAYMENT AND ALLOCATION OF PREMIUMS--Policy Termination and
Reinstatement
10(f)........................ VOTING RIGHTS
10(g)(1)-(3), 10(h)(1)-(3)... RIGHTS RESERVED BY METROPOLITAN LIFE
10(g)(4), 10(h)(4)........... Inapplicable
10(i)........................ POLICY BENEFITS--Death Benefits; Death Benefit Options; Cash
Value; Optional Income Plans; Optional Insurance Benefits;
PAYMENT AND ALLOCATION OF PREMIUMS--Issuance of a Policy;
Premiums; Allocation of Premiums and Cash Value; Policy
Termination and Reinstatement
11........................... SUMMARY--What are Separate Account UL, the Fixed Account and
the Metropolitan Series Fund? SEPARATE ACCOUNT AND
METROPOLITAN SERIES FUND--Metropolitan Series Fund
12(a)........................ Cover Page
12(b), 12(e)................. Inapplicable
12(c), 12(d)................. SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--Metropolitan
Series Fund
13(a), 13(b), 13(c), 13(d)... SUMMARY--What are Separate Account UL, the Fixed Account and
Metropolitan Series Fund?; What Charges are Assessed in
Connection with the Policy? CHARGES AND DEDUCTIONS;
SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--The Separate
Account; POLICY BENEFITS--Death Benefit Increases
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
ITEMS OF
FORM N-8B-
2 CAPTIONS IN PROSPECTUS
- ---------- ----------------------
<S> <C>
13(e)........................ SALES AND ADMINISTRATION OF THE POLICIES
13(f), 13(g)................. Inapplicable
14........................... PAYMENT AND ALLOCATION OF PREMIUMS--Issuance of a Policy;
SALES AND ADMINISTRATION OF THE POLICIES
15........................... PAYMENT AND ALLOCATION OF PREMIUMS
16........................... SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--Metropolitan
Series Fund
Captions referenced under Items 10(c), 10(d), 10(e) and
17(a), 17(b)................. 10(i) above
17(c)........................ Inapplicable
18(a), 18(c)................. SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND
18(b), 18(d)................. Inapplicable
19........................... SALES AND ADMINISTRATION OF THE POLICIES; VOTING RIGHTS;
REPORTS
20(a), 20(b)................. RIGHTS RESERVED BY METROPOLITAN LIFE; SEPARATE ACCOUNT AND
METROPOLITAN SERIES FUND--The Separate Account
20(c), 20(d), 20(e), 20(f)... Inapplicable
21(a), 21(b)................. POLICY RIGHTS--Loan Privileges; OTHER POLICY PROVISIONS--
Payment and Deferment
21(c), 22.................... Inapplicable
23........................... SALES AND ADMINISTRATION OF THE POLICIES
24........................... OTHER POLICY PROVISIONS
25........................... SUMMARY--Who is the Issuer of the Policies?
26........................... CHARGES AND DEDUCTIONS-Other Charges
27........................... SUMMARY--Who is the Issuer of the Policies?
28........................... MANAGEMENT
29........................... Inapplicable
30, 31, 32, 33, 34........... Inapplicable
35........................... STATE REGULATION
36, 37....................... Inapplicable
38........................... SALES AND ADMINISTRATION OF THE POLICIES; DISTRIBUTION OF
THE POLICIES
39........................... SUMMARY--Who is the Issuer of the Policies?; SALES AND
ADMINISTRATION OF THE POLICIES; DISTRIBUTION OF THE
POLICIES
40(a)........................ Inapplicable
40(b)........................ SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--Metropolitan
Series Fund; CHARGES AND DEDUCTIONS--Other Charges
41(a)........................ SUMMARY--Who is the Issuer of the Policies?; SALES AND
ADMINISTRATION OF THE POLICIES
</TABLE>
I-2
<PAGE>
<TABLE>
<CAPTION>
ITEMS OF
FORM N-8B-
2 CAPTIONS IN PROSPECTUS
- ---------- ----------------------
<S> <C>
41(b), 41(c), 42, 43......... Inapplicable
44(a)........................ SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--Metropolitan
Series Fund; POLICY BENEFITS--Cash Value
44(b)........................ Inapplicable
44(c)........................ CHARGES AND DEDUCTIONS--Monthly Deduction From Cash Value
45........................... Inapplicable
46........................... Captions referenced under Item 44 above
47........................... Captions referenced under Items 10(c) and 16 above
48, 49....................... Inapplicable
50........................... SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND--The Separate
Account
51(a), 51(b)................. SUMMARY--Who is the Issuer of the Policies?; Cover Page;
POLICY BENEFITS--Optional Insurance Benefits; POLICY
RIGHTS--Exchange Privileges
51(c), 51(d), 51(e).......... Captions referenced under Item 10(i) above
51(f)........................ PAYMENT AND ALLOCATION OF PREMIUMS--Policy Termination and
Reinstatement
51(g)........................ Captions referenced under Items 10(i) and 13 above
51(h), 51(j)................. Inapplicable
51(i)........................ DISTRIBUTION OF THE POLICIES
52(a), 52(c)................. RIGHTS RESERVED BY METROPOLITAN LIFE
52(b), 52(d)................. Inapplicable
53(a)........................ FEDERAL TAX MATTERS
53(b), 54 through 58......... Inapplicable
59........................... FINANCIAL STATEMENTS
</TABLE>
I-3
<PAGE>
METFLEX
FLEXIBLE PREMIUM VARIABLE LIFE
PROSPECTUSES FOR
. FLEXIBLE PREMIUM VARIABLE LIFE
INSURANCE POLICIES
ISSUED BY
METROPOLITAN LIFE INSURANCE COMPANY
. METROPOLITAN SERIES FUND, INC.
<PAGE>
MAY 1, 1996
PROSPECTUS
for
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
(Minimum Initial Specified Face Amount $100,000)
Issued by
METROPOLITAN LIFE INSURANCE COMPANY
The individual flexible premium variable life insurance policies
("Policies") offered by this Prospectus are issued by Metropolitan Life
Insurance Company ("Metropolitan Life") and are designed to provide lifetime
insurance coverage on the insureds named in the Policies, as well as maximum
flexibility in connection with premium payments and death benefits. This
flexibility allows an owner of a Policy to provide for changing insurance
needs within the confines of a single insurance policy.
The Policies are sold to employers, employer sponsored plans, or other
organizations or individuals associated with such employers or other
organizations and involve employer or organization ownership or sponsorship.
The Policies may be used for financing non-qualified deferred compensation
plans, other post-employment benefits, certain employer sponsored payroll
deduction programs or for other purposes.
Each Policy provides for a death benefit payable at the insured's death as
long as the Policy is still in effect. The Policy owner may choose either
Death Benefit Option A (the death benefit is fixed in amount), Death Benefit
Option B (the death benefit includes the Policy's cash value in addition to a
fixed insurance amount) or Death Benefit Option C (the death benefit includes
the amount of Policy premiums paid that exceeds withdrawals made, in addition
to a fixed insurance amount). If greater than the death benefit otherwise
payable under Option A, B or C, a minimum death benefit equivalent to a
percentage of the cash value will be paid.
The premiums paid, less premium expense charges, will be allocated at the
owner's discretion among one or more investment divisions of Metropolitan Life
Separate Account UL ("Separate Account") and/or a fixed interest account
("Fixed Account") within the General Account of Metropolitan Life. The assets
in each investment division are invested in shares of a corresponding
portfolio of the Metropolitan Series Fund, Inc. ("Fund"). The accompanying
prospectus for the Fund describes the investment objectives and certain
attendant risks of the seven currently available portfolios of the Fund:
Growth Portfolio, Income Portfolio, Money Market Portfolio, Diversified
Portfolio, International Stock Portfolio, Aggressive Growth Portfolio and
Stock Index Portfolio.
The Policy's cash value will vary with the investment experience of the
Separate Account investment divisions to which amounts are allocated and the
fixed rates of interest earned by allocations to the General Account. The cash
value will also be adjusted for other factors, including the amount of charges
imposed and the premium payments made.
The Policy owner may withdraw or borrow a portion of the Policy's cash
surrender value, or the Policy may be fully surrendered, at any time, subject
to certain limitations.
The Policy owner has the flexibility to vary the frequency and amount of
premium payments, subject to certain restrictions and conditions.
Metropolitan Life is the investment manager of the Fund and the distributor
of its shares. Metropolitan Life also distributes and administers the
Policies. State Street Research & Management Company ("State Street Research")
is the sub-investment manager with respect to the Growth, Income, Diversified
and Aggressive Growth Portfolios of the Fund. State Street Research is a
wholly-owned subsidiary of Metropolitan Life. GFM International Investors
Limited ("GFM") is the sub-investment manager with respect to the
International Stock Portfolio of the Fund. GFM is a subsidiary of Metropolitan
Life.
As in the case of other life insurance policies, it may not be advantageous
to purchase flexible premium variable life insurance as a replacement for an
existing life insurance policy or in addition to an existing flexible premium
variable life insurance policy.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN SERIES FUND, INC., WHICH CONTAINS ADDITIONAL INFORMATION ABOUT
THE FUND.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
1 Madison Avenue, New York, New York 10010 Telephone (908) 602-6400
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS................................. 3
SUMMARY..................................... 5
Who is the Issuer of the Policies?......... 5
What are Separate Account UL, the Fixed Ac-
count and the Metropolitan Series Fund?... 5
What Death Benefits are Available under the
Policy?................................... 5
What is the Policy's Cash Value?........... 6
What Flexibility Does a Policy Owner have
to Adjust the Amount of the Death Bene-
fit?...................................... 6
What Flexibility Does a Policy Owner have
in Connection with Premium Payments?...... 6
How Long Will the Policy Remain in Force?.. 6
How are Net Premiums Allocated?............ 6
May the Policy be Surrendered or the Cash
Value Partially Withdrawn?................ 7
Is There a "Free Look" Period?............. 7
What is the Loan Privilege?................ 7
What Charges are Assessed in Connection
with the Policy?.......................... 8
What is the Tax Treatment of Cash Value?... 8
Is the Beneficiary Subject to Federal In-
come Tax on the Death Benefit?............ 9
Is the Death Benefit or the Cash Value Sub-
ject to Federal Estate Tax?............... 9
When are Premium Payments, Policy Owner Re-
quests and Other Communications Deemed to
be Received?.............................. 9
SEPARATE ACCOUNT AND METROPOLITAN
SERIES FUND................................ 9
The Separate Account....................... 9
Metropolitan Series Fund................... 10
POLICY BENEFITS............................. 11
Death Benefits............................. 11
Death Benefit Options...................... 11
Cash Value................................. 16
Benefit at Final Date...................... 26
Optional Income Plans...................... 26
Optional Insurance Benefits................ 26
PAYMENT AND ALLOCATION OF PREMIUMS.......... 26
Issuance of a Policy....................... 26
Premiums................................... 27
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Allocation of Premiums and Cash Value...... 28
Policy Termination and Reinstatement....... 29
CHARGES AND DEDUCTIONS...................... 29
Premium Expense Charges.................... 29
Transfer Charge............................ 30
Monthly Deduction From Cash Value.......... 30
Variations in Charges...................... 32
Charges Against the Separate Account....... 32
Guarantee of Certain Charges............... 32
Other Charges.............................. 32
ILLUSTRATIONS OF DEATH BENEFITS AND CASH
VALUES AND ACCUMULATED
PREMIUMS................................... 32
POLICY RIGHTS............................... 46
Loan Privileges............................ 46
Surrender and Withdrawal Privileges........ 47
Exchange Privilege......................... 48
THE FIXED ACCOUNT........................... 48
General Description........................ 48
Fixed Account Benefits..................... 49
Fixed Account Cash Value................... 49
Transfers, Withdrawals, Surrenders and Pol-
icy Loans................................. 49
RIGHTS RESERVED BY METROPOLITAN LIFE........ 50
OTHER POLICY PROVISIONS..................... 50
SALES AND ADMINISTRATION OF THE POLICIES.... 51
DISTRIBUTION OF THE POLICIES................ 52
FEDERAL TAX MATTERS......................... 52
Taxation of the Policy..................... 52
Taxation of Metropolitan Life.............. 54
MANAGEMENT.................................. 55
VOTING RIGHTS............................... 58
Right to Instruct Voting of Fund Shares.... 58
Disregard of Voting Instructions........... 58
REPORTS..................................... 58
STATE REGULATION............................ 59
REGISTRATION STATEMENT...................... 59
LEGAL MATTERS............................... 59
EXPERTS..................................... 59
FINANCIAL STATEMENTS........................ 59
APPENDIX TO PROSPECTUS...................... 60
</TABLE>
THE POLICY IS NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE. METROPOLITAN LIFE DOES NOT AUTHORIZE ANY INFORMATION OR
REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS OTHER THAN
AS CONTAINED IN THIS PROSPECTUS OR ANY ATTACHED PROSPECTUS OR ANY SUPPLEMENT
THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY METROPOLITAN LIFE.
2
<PAGE>
DEFINITIONS
Age--The age in full years of the insured at issue of the Policy, plus the
number of full Policy years completed since issue. A full Policy year is
completed upon the commencement of the next succeeding Policy year.
Beneficiary--The beneficiary is the entity or entities and/or person or
persons designated by the owner of the Policy to receive the insurance
proceeds upon the death of the insured.
Cash Surrender Value--The cash value less any indebtedness.
Cash Value--The sum of the Policy cash values in the Fixed Account, the
investment divisions of the Separate Account and the Policy Loan Account.
Date of Policy--The date set forth in the Policy that is used to determine
Policy years and Policy months from issue. Policy anniversaries are measured
from the Date of Policy.
Delivery Receipt--The document signed by the Policy owner and sent to
Metropolitan Life at its Designated Office which acknowledges receipt by the
Policy owner of the Policy.
Designated Office--The home office of Metropolitan Life at 1 Madison Avenue,
New York, New York 10010, to which all Policy owner communications are to be
sent. Metropolitan Life may, by written notice, name other locations within
the United States to serve as designated offices, in place of or in addition
to the home office.
Final Date--The Policy anniversary on which the insured is age 95. In states
where permitted, the Policy owner may elect to continue the Policy after the
Final Date.
Fixed Account--An account which is part of the General Account and to which
Metropolitan Life will allocate net premiums as directed by the owner of a
Policy and credit certain fixed rates of interest.
General Account--The assets of Metropolitan Life other than those allocated
to the Separate Account or any other legally segregated separate account.
Group--An employer, employer sponsored plan or other organization.
Guideline Annual Premium--The level annual amount of premium that would be
payable through the Final Date of a Policy for the specified face amount of
the Policy if premiums were fixed by Metropolitan Life as to both timing and
amount and were based on 1980 Commissioners Standard Ordinary Mortality
Tables, net investment earnings at an annual effective rate of 5%, and fees
and charges as set forth in the Policy and any Policy riders.
Indebtedness--The total of any unpaid Policy loan and loan interest.
Insured--The person upon whose life the Policy is issued.
Investment Start Date--The date the first premium is applied to the Fixed
Account and/or the Separate Account. It is the later of (1) the Date of Policy
and (2) the date the first premium for a Policy is received at the Designated
Office.
Investment Division--A subdivision of the Separate Account. The assets in
each investment division are invested exclusively in the shares of a specified
portfolio.
Large Group--A group that has a large number of individuals associated with
it as determined by Metropolitan Life.
Loan Value--The maximum amount that may be borrowed under the Policy. The
loan value equals the Policy's cash surrender value less two monthly
deductions, or, if greater, 75% (90% in Virginia and Maryland) of the cash
surrender value (or, in Texas, the Policy's cash surrender value less two
monthly deductions or 100% of the cash surrender value in the Fixed Account
and 75% of the cash surrender value in the Separate Account, if greater).
Minimum Initial Specified Face Amount--The minimum specified face amount of
insurance for which a Policy may be issued. Currently, the amount is $100,000.
Monthly Anniversary--The same date in each month as the Date of Policy. For
purposes of the Separate Account, whenever the monthly anniversary date falls
on a date other than a valuation date, the next valuation date will be deemed
to be the monthly anniversary.
Monthly Deduction--Charges deducted monthly from the cash value of a Policy
and which include the monthly cost of term insurance, the monthly cost of any
benefits provided by riders (excluding the interim term insurance benefit
rider), and the monthly mortality and expense risk charge and any underwriting
expense charge.
3
<PAGE>
Planned Periodic Premium--The Policy owner's self-determined level-amount
premium planned to be paid at fixed intervals over a specified period of time.
The Policy owner is not required to follow this schedule after the first
premium payment.
Policy--The flexible premium variable life insurance policy offered by
Metropolitan Life and described in this Prospectus.
Policy Loan Account--An account within the General Account to which cash
value from the Separate Account and/or the Fixed Account in an amount equal to
a Policy loan requested by a Policy owner is transferred.
Policy Month--The month beginning on a monthly anniversary.
Policy owner ("Owner")--An employer, employer sponsored plan or other
organization or an individual associated with such employer or organization,
so designated in the application or as subsequently changed. The Policy owner
may designate another person or entity to exercise rights under the Policy
with the approval of Metropolitan Life.
Portfolio--A portfolio represents a different class (or series) of stock of
Metropolitan Series Fund, Inc., a mutual fund in which the Separate Account
assets are invested.
Separate Account--Metropolitan Life Separate Account UL, a separate
investment account of Metropolitan Life through which premiums paid under the
Policy are invested to the extent allocated to the Separate Account by the
Policy owner.
Specified Face Amount--The amount set forth on the face of the Policy.
Target Premium--Currently, for Policies issued prior to May 1, 1996 or
issued to or in connection with large groups, fifty percent of the estimated
annual amount which satisfies the 7-Pay test based on the initial specified
face amount of insurance, as established as of the Date of Policy. Currently,
for Policies issued on or after May 1, 1996, to or in connection with other
groups, 100 percent of the estimated annual amount which satisfies the 7-Pay
test based on the initial specified face amount of insurance, as established
as of the Date of Policy.
Valuation Date--Each day on which the New York Stock Exchange is open for
trading or, on days other than when the New York Stock Exchange is open, on
which it is determined that there is a sufficient degree of trading in the
Fund's portfolio securities that the current net asset value of its redeemable
securities might be materially affected. Valuations for any date other than a
Valuation Date will be determined as of the next Valuation Date.
Valuation Period--The period between two successive Valuation Dates,
commencing at 4:00 p.m., New York City time, on each valuation date and ending
at 4:00 p.m., New York City time, on the next succeeding Valuation Date.
This Prospectus describes only those aspects of the Policy that relate to
the Separate Account since only interests in the Separate Account are being
offered by this Prospectus. Aspects of the Fixed Account are briefly
summarized in order to give a better understanding of how the Policy functions
(see "The Fixed Account").
4
<PAGE>
SUMMARY
Unless the context indicates otherwise, this summary and the discussion in
the rest of this Prospectus assume that cash surrender values are sufficient
to pay all charges deducted on monthly anniversaries, that no Policy loans
have been made and that no riders are in effect (see "Loan Privileges--Effect
of a Policy Loan," "Payment and Allocation of Premiums--Policy Termination and
Reinstatement," page 29, and Appendix to Prospectus).
WHO IS THE ISSUER OF THE POLICIES?
Metropolitan Life, the issuer of the Policies, is a mutual life insurance
company. It was incorporated under the laws of the State of New York in 1866
and since 1868 it has been engaged in the life insurance business under the
name Metropolitan Life Insurance Company. Its Home Office is located at 1
Madison Avenue, New York, New York 10010. It is authorized to transact
business in all states of the United States, the District of Columbia, Puerto
Rico and all Provinces of Canada. On December 31, 1995, Metropolitan Life had
total life insurance in force of approximately $1.3 trillion and total assets
under management of over $179 billion.
WHAT ARE SEPARATE ACCOUNT UL, THE FIXED ACCOUNT AND THE METROPOLITAN SERIES
FUND?
The owner of a Policy may allocate the net premiums paid under the Policy to
one or more of the investment divisions of the Separate Account, a separate
investment account of Metropolitan Life (see "The Separate Account" and/or to
a Fixed Account established by Metropolitan Life. There are currently seven
investment divisions in the Separate Account. The assets in each division are
invested in a separate class (or series) of stock of the Fund, a "series" type
of mutual fund (see "Metropolitan Series Fund"). Each class of stock
represents a separate portfolio within the Fund. The seven portfolios of the
Fund are the Growth Portfolio, the Income Portfolio, the Money Market
Portfolio, the Diversified Portfolio, the Aggressive Growth Portfolio, the
International Stock Portfolio and the Stock Index Portfolio. Net premiums
allocated to the Fixed Account are held in the General Account of Metropolitan
Life.
Each portfolio of the Fund has a different investment objective and is
managed by Metropolitan Life. For providing investment management services to
the Fund, Metropolitan Life receives a fee from the Fund equivalent to an
annual rate of .25% of the average daily value of the aggregate net assets of
the Growth, Income, Money Market, Diversified and Stock Index Portfolios and
an annual rate of .75% of the average daily value of the aggregate net assets
of the International Stock and Aggressive Growth Portfolios. State Street
Research provides sub-investment management services with respect to the
Growth, Income, Aggressive Growth and Diversified Portfolios. GFM provides
sub-investment management services with respect to the International Stock
Portfolio. For these services, State Street Research and GFM receive an annual
percentage fee from Metropolitan Life. The fees paid to State Street Research
and GFM are the sole responsibility of Metropolitan Life, and not the Fund. In
addition to the investment management fees, other direct expenses are charged
against the assets of the Fund.
For a full description of the Fund, see the prospectus for the Fund, which
is attached at the end of this Prospectus, and the Fund's Statement of
Additional Information referred to therein.
WHAT DEATH BENEFITS ARE AVAILABLE UNDER THE POLICY?
The Policy provides for the payment of a benefit upon the death of the
insured. The Policy contains three death benefit options. The Policy owner
must select one of the options to be in effect at issue. The Policy owner can
change options while the insured is living. Under Death Benefit Option A, the
death benefit is the specified face amount of the Policy. Under Death Benefit
Option B, the death benefit is the specified face amount of the Policy plus
the cash value on the date of death. Under Death Benefit Option C, the death
benefit is the specified face amount of the Policy plus the amount of premiums
paid that exceeds withdrawals made (see "May the Policy be Surrendered or the
Cash Value Partially Withdrawn?"). If greater than the death benefit otherwise
payable under Option A, Option B or Option C, a minimum death benefit
equivalent to a percentage, determined by age at death, of the cash value will
be paid. The insurance proceeds payable will be reduced by any outstanding
indebtedness and any due and unpaid charges accrued during the grace period
(see "Policy Benefits--Death Benefits").
5
<PAGE>
In addition, a Policy owner has the flexibility to add optional insurance
benefits by rider. These include an accidental death benefit rider, a
disability waiver benefit rider, an accelerated death benefit rider and an
interim term insurance benefit rider (see "Policy Benefits--Optional Insurance
Benefits). The cost of the first two optional insurance benefits will be
deducted from the cash value as part of the monthly deduction (see "Charges
and Deductions--Monthly Deduction From Cash Value"). There is no charge for
the accelerated death benefit rider. The cost of the interim term insurance
benefit rider is paid for separately from any costs deducted from the Policy
since it provides insurance for a period prior to the Date of Policy. The
Policy owner has the flexibility to include a yearly renewable term rider when
the Policy is issued, the cost of which will be deducted from the cash value
as part of the monthly deduction. This may be more economical for certain
Policies. The yearly renewable term rider is generally not available with
Policies issued to or in connection with large groups.
Proceeds under the Policy may be received in cash or under one of the
optional income plans set forth in the Policy (see "Policy Benefits--Optional
Income Plans").
WHAT IS THE POLICY'S CASH VALUE?
The Policy's cash value in the Separate Account will reflect the amount and
frequency of premium payments allocated to the Separate Account, transfers
from the Fixed Account, loan repayments, the investment experience of the
relevant investment divisions of the Separate Account, any partial
withdrawals, any Policy indebtedness and any charges imposed in connection
with the Policy (see "Policy Benefits--Cash Value"). There is no minimum
guaranteed cash value with respect to amounts allocated to the Separate
Account. The Policy's total cash value will also reflect any amounts allocated
to the Fixed Account (see "The Fixed Account") and the Policy Loan Account
(see "Loan Privileges--Effect of a Policy Loan").
WHAT FLEXIBILITY DOES A POLICY OWNER HAVE TO ADJUST THE AMOUNT OF THE DEATH
BENEFIT?
Subject to certain limitations, the Policy owner may change the death
benefit option or increase or decrease the specified face amount (see "Policy
Benefits--Change in Death Benefit Option"). Any increases in the death benefit
may require additional evidence of insurability satisfactory to Metropolitan
Life (see "Policy Benefits--Change in Specified Face Amount"), and result in
additional charges (see "Policy Benefits--Increases", and "Effect of Changes
in Specified Face Amount on Charges"). An increase or decrease in the death
benefit may have tax consequences (see "Federal Tax Matters").
WHAT FLEXIBILITY DOES A POLICY OWNER HAVE IN CONNECTION WITH PREMIUM PAYMENTS?
A Policy owner has considerable flexibility concerning the amount and
frequency of premium payments. The first premium must equal the planned
periodic premium (see "Premiums--Premium Limitations"). After the first
premium payment, a Policy owner may, subject to certain restrictions, make
premium payments in any amount and at any frequency. However, the Policy owner
may be required to make an unscheduled premium payment in order to keep the
Policy in force (see "Payment and Allocation of Premiums").
HOW LONG WILL THE POLICY REMAIN IN FORCE?
The Policy will terminate only when its cash surrender value is insufficient
to pay the monthly deduction (see "Charges and Deductions--Monthly Deduction
from Cash Value"), and the grace period expires without a sufficient payment
being made (see "Policy Termination and Reinstatement--Termination").
Therefore, the failure to pay a planned periodic premium will not
automatically cause the Policy to terminate. Nevertheless, under the
circumstances described above, the Policy can terminate, even if planned
periodic premiums have been paid. Thus, the payment of planned periodic
premiums does not guarantee that the Policy will remain in force until its
final date.
HOW ARE NET PREMIUMS ALLOCATED?
The portion of the premium available for allocation ("net premium") equals
the premium paid less premium expense charges (see "Charges and Deductions--
Premium Expense Charges"). The Policy owner designates in the application (in
the case where the Owner is an individual) or in the delivery receipt (in the
case where the Owner is other than an individual), what portions, if any, of
net premiums are to be allocated to the investment divisions of the Separate
Account. The Policy owner designates in the application what portion, if any,
of net premiums are to be allocated to the Fixed Account. Allocations with
respect to the Fixed Account are effective as of the Investment Start Date.
Allocations with respect to the investment divisions of the Separate Account
are effective as of the end of the free-look period; prior to the end of the
free-look period, net premium payments allocated to the investment divisions
of the Separate Account will be invested in the Money Market Portfolio as of
the Investment Start Date (see "Is there a "Free Look' Period?").
6
<PAGE>
A Policy owner may change allocations of future net premiums at any time
after the end of the free-look period without charge by notifying Metropolitan
Life in writing, subject to certain limitations (see "Payment and Allocation
of Premiums--Allocation of Premiums and Cash Value"). The change will be
effective as of the Date of Receipt at the Designated Office of the written
notification. Because investment performance of a Separate Account investment
division (unlike that of the Fixed Account) is not guaranteed by Metropolitan
Life, allocation of net premiums to the Separate Account investment divisions
increases the amount of investment risk to the Policy owner, and allocation to
the Fixed Account decreases such risk. On the other hand, the potential
benefit of the Fixed Account is limited to the return guaranteed by
Metropolitan Life plus any discretionary return declared by Metropolitan Life
from time to time.
After the end of the free-look period (see "Is there a "Free Look'
Period?"), a Policy owner may transfer amounts among the investment divisions
of the Separate Account or between the Separate Account and the Fixed Account
up to six times a Policy year without charge (see "Charges and Deductions--
Transfer Charge"). In the first 24 Policy months, a Policy owner may transfer
the entire amount in the Separate Account to the Fixed Account without charge
(see "Policy Rights--Exchange Privilege" and "The Fixed Account--Transfers,
Withdrawals, Surrenders, and Policy Loans"). A Policy owner may also elect to
participate in one of the systematic investment strategies (see "Allocation of
Premiums and Cash Value--Systematic Investment Strategies").
MAY THE POLICY BE SURRENDERED OR THE CASH VALUE PARTIALLY WITHDRAWN?
The Policy owner may surrender the Policy at any time and receive the cash
surrender value of the Policy. Subject to certain limitations, the Policy
owner also may make partial withdrawals from the cash surrender value at any
time prior to the final date. The Policy owner must notify Metropolitan Life
in writing requesting a surrender or partial withdrawal (see "Policy Rights--
Surrender and Withdrawal Privileges"). No charge will be imposed on partial
withdrawals or a surrender. If Death Benefit Option A is in effect, partial
withdrawals will reduce the Policy's specified face amount by the amount of
the partial withdrawal. If Death Benefit Option B is in effect, partial
withdrawals will not reduce the Policy's specified face amount. If Death
Benefit Option C is in effect, partial withdrawals will only reduce the
Policy's specified face amount by the excess of cumulative withdrawals over
cumulative premiums paid (see "Death Benefits"). Payment of surrenders and
withdrawals may be delayed under certain circumstances (see "Other Policy
Provisions--Payment and Deferment," and "The Fixed Account--Transfers,
Withdrawals, Surrenders, and Policy Loans"). Surrenders and withdrawals may
have certain tax consequences (see "Federal Tax Matters").
IS THERE A "FREE LOOK" PERIOD?
The Policy provides for a free-look period. The Policy owner may return the
Policy during the free-look period, which is the period ending on the later of
10 days after the Policy owner receives the Policy (except where state law
requires a longer period for replacement policies or other reasons) or the
date Metropolitan Life receives a signed delivery receipt. Metropolitan Life
will send the Policy owner a complete refund of any premiums paid within 7
days. The refund of any premium paid by check, however, may be delayed until
the check has cleared the Policy owner's bank. Net premium payments allocated
to the Separate Account will be invested in the Money Market Portfolio during
the free-look period. Net premium payments will not be allocated to the
Separate Account investment divisions designated by the Policy owner until
Metropolitan Life receives a signed delivery receipt (or, if later, 10 days
after receipt of the Policy by the Policy owner). In addition, no cash value
transfers or participation in systematic investment strategies will be
permitted until after the end of the free-look period.
WHAT IS THE LOAN PRIVILEGE?
A Policy owner may obtain a Policy loan at any time that the Policy has a
loan value. The loan value equals the cash surrender value of the Policy less
two monthly deductions, or if greater, 75% (90% for Policies issued in
Virginia and Maryland) of the cash surrender value (or, for Policies issued in
Texas, the Policy's cash surrender value less two monthly deductions or 100%
of the cash surrender value in the Fixed Account and 75% of the cash surrender
value in the Separate Account, if greater). Loan interest is charged daily at
the rate Metropolitan Life sets from time to time. This rate will never be
more than the maximum allowed by law and will not change more often than once
a year on the anniversary of the date of the Policy. Loan interest is payable
at the end of each Policy year. Loans and accrued interest may be repaid at
any time prior to the Final Date (see "Loan Privileges").
7
<PAGE>
WHAT CHARGES ARE ASSESSED IN CONNECTION WITH THE POLICY?
Premium Expense Charges. Total premium expense charges of up to 13.5% in the
first ten Policy years and up to 7.5% in Policy year eleven and later are
deducted from all premium payments. These charges consist of an administrative
charge of up to 1.05%, a charge of 1.2% to recover a portion of Metropolitan
Life's federal income taxes that are based on premium payments, a state
premium tax charge of 2.25% and a sales charge. For Policies issued prior to
May 1, 1996 or to or in connection with large groups, the maximum sales charge
is 1% of each premium. For Policies issued to or in connection with other
groups on or after May 1, 1996, the maximum sales charge is 9% of premiums
paid in each of the first ten Policy years and 3% of premiums paid in each
Policy year thereafter until the total of such payments in each such Policy
year equals the annual target premium for that year. For these Policies, the
sales charge is reduced to 0% for payments made in excess of the annual target
premium in any Policy year (See "Variations in Charges"). For all Policies,
the administrative charge is reduced by 1% on the portion of any premiums paid
in a Policy year which exceeds the annual target premium. (See "Charges and
Deductions--Premium Expense Charges.")
The administrative charge is used to compensate Metropolitan Life for
expenses incurred in administering, issuing and underwriting of the Policy.
These expenses include the cost of processing applications, conducting medical
examinations, determining insurability and the insured's risk class, and
establishing policy records. Metropolitan Life does not expect to derive a
profit from this charge.
Transfer Charges. At the present time, there is no charge assessed the first
six times in a Policy year that amounts are transferred among the different
investment divisions of the Separate Account and between the investment
divisions and the Fixed Account. For each subsequent transfer in that Policy
year, a charge of $25 is assessed (see "Charges and Deductions--Transfer
Charge"). There is no charge for any transfer made pursuant to a systematic
investment strategy. In addition, transfers made pursuant to any systematic
investment strategy are not included in the six charge free transfers
permitted each Policy year (see "Allocation of Premiums and Cash Value--
Systematic Investment Strategies").
Monthly Deduction. Cash value will be reduced by a monthly deduction equal
to the sum of (1) a monthly cost of term insurance charge, and (2) the cost of
any optional insurance benefits added by rider (except for the interim term
insurance benefit rider) (see "Charges and Deductions--Monthly Deduction from
Cash Value"), and (3) a monthly charge currently equivalent to an effective
annual rate of up to .60% (up to .30% after the ninth policy year) of the
Policy cash value in the Separate Account. This charge is to compensate
Metropolitan Life for its assumption of certain mortality and expense risks
(see "Charges and Deductions--Charge for Mortality and Expense Risks") and is
guaranteed not to exceed an effective annual rate of .90%.
Any increases in specified face amount requested by a Policy owner may
result in a one-time underwriting expense charge of up to $3.00 per thousand
dollars of increase (see "Policy Benefits--Increases"). The monthly deduction
will vary in amount from month to month.
Separate Account Taxes. No charges are currently made against the Separate
Account for federal or state income taxes with respect to earnings or capital
gains which may be attributable to the Separate Account. Should Metropolitan
Life determine that such taxes will be imposed, Metropolitan Life may make
deductions from the Separate Account to pay these taxes (see "Federal Tax
Matters"). The imposition of such taxes would result in a reduction of the
cash value in the Separate Account.
Reduced Charges. Metropolitan Life may reduce the charges in certain
situations. These situations would involve Internal Revenue Code section 1035
exchanges from another Metropolitan Life policy to this Policy and corporate
sales where the premium amount, number of lives, location, or other factors
result in savings in sales, administrative or other costs. These reductions in
charges will not be unfairly discriminatory to any Policy owners.
WHAT IS THE TAX TREATMENT OF CASH VALUE?
Cash value under a Policy is subject to the same federal income tax
treatment as cash value under a conventional fixed benefit life insurance
policy. Under existing tax law, if a Policy is not a modified endowment
contract as discussed in the following paragraphs, a Policy owner generally
will be taxed on cash value withdrawn from the Policy, the cash value received
upon surrender of the Policy or the cash value distributed at the Final Date
of a Policy only to the extent these amounts, when added to previous
distributions, exceed the total premiums paid. Amounts received upon
surrender, withdrawal or on the Final Date of a Policy in excess of premiums
paid will be treated as ordinary income.
Special rules govern pre-death withdrawals from life insurance contracts
referred to as modified endowment contracts. In short, if your Policy fails
the "7-pay test" described under "Federal Tax Matters--Taxation of the Policy"
your Policy would be classified as a modified endowment contract.
8
<PAGE>
Pre-death withdrawals (including policy loans) from modified endowment
contracts are treated differently than withdrawals from other life insurance
contracts in the following ways:
--amounts withdrawn would be treated as income first and taxed accordingly;
--an additional 10% income tax penalty would generally be imposed on the
taxable portion of amounts received before age 59 1/2.
If a Policy is part of a collateral assignment equity split dollar
arrangement with an employer, any increase in cash value may be taxable
annually. An individual should consult with and rely on the advice of a tax
advisor with respect to any type of split dollar arrangement involving a
Policy.
For more information, see "Federal Tax Matters."
IS THE BENEFICIARY SUBJECT TO FEDERAL INCOME TAX ON THE DEATH BENEFIT?
Like death benefits payable under conventional fixed benefit life insurance
policies, death benefit proceeds payable under the Policy under current law
are generally completely excludable from the gross income of the beneficiary.
As a result, the beneficiary generally will not be taxed on death benefit
proceeds (see "Federal Tax Matters").
IS THE DEATH BENEFIT OR THE CASH VALUE SUBJECT TO FEDERAL ESTATE TAX?
The death benefit under the Policy or the cash value may be subject to
federal estate tax (see "Federal Tax Matters").
WHEN ARE PREMIUM PAYMENTS, POLICY OWNER REQUESTS AND OTHER COMMUNICATIONS
DEEMED TO BE RECEIVED?
Premium payments and other communications (such as transfer requests, loan
requests, loan repayments, withdrawal requests, surrender requests, changes of
beneficiary, changes of the specified face amount of insurance or death
benefit option, or changes of premium allocation) should be sent to the
Designated Office for the Policy. Metropolitan Life may name different
Designated Offices for different transactions. Premium payments and
communications will be deemed to be received at the Designated Office on the
date they are actually received at such office ("Date of Receipt"), with two
exceptions: (1) when they are received on any day that is not a Valuation Date
and (2) when they are received by means other than U.S. mail after 4:00 p.m.
New York City time. In these two cases, the Date of Receipt will be deemed to
be the next Valuation Date. In the future Metropolitan Life may permit
transfer and withdrawal or other requests to be made by telephone.
To exercise rights under a Policy, the owner must follow the procedures
stated in the Policy. To request a payment, change the allocation among the
investment divisions, change the beneficiary, change the specified face amount
of insurance or death benefit option, change an address or request any other
action by Metropolitan Life, the owner should utilize the forms prepared by
Metropolitan Life for each purpose. The forms are available from the
Designated Offices.
SEPARATE ACCOUNT AND METROPOLITAN SERIES FUND
THE SEPARATE ACCOUNT
The Separate Account, which is a separate investment account of Metropolitan
Life, was established by Metropolitan Life pursuant to the New York Insurance
Law on December 13, 1988. The Separate Account also receives premium payments
in connection with flexible premium multifunded life insurance policies and
group variable universal life insurance policies issued by Metropolitan Life.
The assets allocated to the Separate Account are the property of Metropolitan
Life, and Metropolitan Life is not a trustee by reason of the Separate
Account. Metropolitan Life may accumulate in the Separate Account charges,
mortality gains and investment gains on those assets (which represent such
charges) in the Separate Account and other amounts in excess of Metropolitan
Life's liabilities and reserves with respect to the Separate Account.
The Separate Account meets the definition of "separate account" under the
federal securities laws. All income, gains and losses, whether or not
realized, from assets allocated to the Separate Account are credited to or
charged against the Separate Account without regard to other income, gains or
losses of Metropolitan Life. Each Policy provides that such portion of the
assets in the Separate Account as equals the liabilities (and reserves) of
Metropolitan Life with respect to the Separate Account shall not be chargeable
with liabilities arising out of any other business of Metropolitan Life.
Metropolitan Life may from time to time transfer to its General Account any
assets in the Separate Account in
9
<PAGE>
excess of such reserves and liabilities. The liabilities are Metropolitan
Life's total commitments under the Policies; the reserves are the assets
allocated to pay these commitments.
Although the Separate Account is an integral part of Metropolitan Life, the
Separate Account is registered with the Securities and Exchange Commission as
a unit investment trust under the Investment Company Act of 1940 ("1940 Act").
Registration does not involve supervision of management or investment
practices or policies of the Separate Account or of Metropolitan Life by the
Commission.
There currently are seven investment divisions in the Separate Account. The
assets in each investment division are invested in a separate class (or
series) of stock issued by the Fund. Each class of stock represents a separate
portfolio within the Fund. New investment divisions may be added as new
portfolios are added to the Fund and made available to Policy owners. In
addition, investment divisions may be eliminated from the Separate Account.
The owner of a Policy may designate how the net premiums under the Policy are
to be allocated among the then current investment divisions.
METROPOLITAN SERIES FUND
The Fund is a "series" type of mutual fund which is registered with the
Securities and Exchange Commission as a diversified open-end management
investment company under the 1940 Act. The Fund has served as the investment
medium for the Separate Account since the Separate Account commenced
operations. A brief summary of the investment objectives of each Fund
portfolio presently available to Policy owners is set forth below.
Growth Portfolio. The investment objective of this portfolio is to achieve
long-term growth of capital and income, and moderate current income, by
investing primarily in common stocks that are believed to be of good quality
or to have good growth potential or which are considered to be undervalued
based on historical investment standards.
Income Portfolio. The investment objective of this portfolio is to achieve
the highest possible total return, by combining current income with capital
gains, consistent with prudent investment risk and the preservation of
capital, by investing primarily in fixed-income, high-quality debt securities.
Money Market Portfolio. The investment objective of this portfolio is to
achieve the highest possible current income consistent with the preservation
of capital and maintenance of liquidity, by investing primarily in short-term
money market instruments.
Diversified Portfolio. The investment objective of this portfolio is to
achieve a high total return while attempting to limit investment risk and
preserve capital by investing in equity securities, fixed-income debt
securities, or short-term money market instruments, or any combination
thereof, at the discretion of State Street Research.
Aggressive Growth Portfolio. The investment objective of this portfolio is
to achieve maximum capital appreciation by investing primarily in common
stocks (and equity and debt securities convertible into or carrying the right
to acquire common stocks) of emerging growth companies, undervalued securities
or special situations.
International Stock Portfolio. The investment objective of this portfolio is
to achieve long-term growth of capital by investing primarily in common stocks
and equity-related securities of non-United States companies.
Stock Index Portfolio. The investment objective of this portfolio is to
equal the performance of the Standard & Poor's 500 Composite Stock Price Index
(adjusted to assume reinvestment of dividends) by investing in the common
stock of companies which are included in the index.
Metropolitan Life acts as the investment manager for the Fund; State Street
Research, a wholly-owned subsidiary of Metropolitan Life, provides sub-
investment management services with respect to the Growth, Income, Diversified
and Aggressive Growth Portfolios; and GFM, a subsidiary of Metropolitan Life,
provides sub-investment management services with respect to the International
Stock Portfolio.
Metropolitan Life purchases and redeems Fund shares for the Separate Account
at their net asset value without the imposition of any sales or redemption
charges. Such shares represent an interest in one of the portfolios of the
Fund which correspond to the investment divisions of the Separate Account. Any
dividend or capital gain distributions
10
<PAGE>
received from the Fund are likewise reinvested in Fund shares at net asset
value as of the dates paid. The distributions have the effect of reducing the
value of each share of the Fund and increasing the number of Fund shares
outstanding. However, the total cash value in the Separate Account does not
change as a result of such distributions.
On each Valuation Date, shares of each portfolio are purchased or redeemed
by Metropolitan Life for the Separate Account, based on, among other things,
the amounts of net premiums allocated to the Separate Account, dividends and
distributions reinvested, transfers to and among investment divisions, Policy
loans, loan repayments and benefit payments to be effected pursuant to the
terms of the Policies as of that date. Such purchases and redemptions for the
Separate Account are effected at the net asset value per share for each
portfolio determined as of 4:00 p.m., New York City time, on that same
Valuation Date.
A full description of the Fund, its investment policies and restrictions,
its charges and other aspects of its operation is contained in the prospectus
for the Fund, which is attached at the end of this Prospectus, and in the
Statement of Additional Information referred to therein. See "The Fund and its
Purpose," in the prospectus for the Fund for a discussion of the different
separate accounts for Metropolitan Life and its affiliates that invest in the
Fund and the risks related thereto.
POLICY BENEFITS
Unless otherwise stated, the discussion below assumes that no riders under
the Policy are in effect. In particular, the discussion below does not take
into account the effect of obtaining a portion of the desired insurance
coverage under the yearly renewable term rider. Obtaining a portion of
insurance coverage in this manner may be more economical than taking the full
amount of insurance coverage under the Policy. In determining whether this
option is more economical, a Policy owner must consider the amount of sales
charge due under the Policy as well as the higher current cost of insurance
charges due under the yearly renewable term rider. See the Appendix to
Prospectus for a discussion of how this and certain other riders can affect
benefits under the Policy.
DEATH BENEFITS
As long as the Policy remains in force (see "Policy Termination and
Reinstatement-Termination"), Metropolitan Life will, upon due proof of the
insured's death, pay the insurance proceeds of the Policy to the named
beneficiary. The proceeds may be received by the beneficiary in a single sum
or under one or more of the optional income plans set forth in the Policy (see
"Optional Income Plans").
The insurance proceeds are: The death benefit provided under Option A,
Option B or Option C, whichever is elected and in effect on the date of death
minus any outstanding indebtedness and any due and unpaid charges accruing
during the grace period.
DEATH BENEFIT OPTIONS
The Policy provides three death benefit options: Option A, Option B and
Option C as described below. The Policy owner designates the desired option in
the application and can change the option by written request (see "Change in
Death Benefit Option").
Option A--The death benefit is equal to the specified face amount of
insurance.
Option B--The death benefit is equal to the specified face amount of
insurance plus the cash value.
Option C--The death benefit is equal to the specified face amount of
insurance plus the amount of premiums paid that exceeds withdrawals made.
Minimum Death Benefit--Under either Option A, Option B or Option C, there is
a minimum death benefit equal to the greater of (1) the death benefit under
the option chosen plus the amount of coverage under any yearly renewable term
rider, and (2 ) a percentage of the cash value as set forth in Table I below
or as computed pursuant to the Cash Value Accumulation test formula below, and
generally reflected in Table II below, depending on which form of Policy is
elected. The standard Policy contains a minimum death benefit determined under
Table I. If the Policy owner elects a Policy with a special endorsement, the
death benefit will be determined in accordance with the terms of the
11
<PAGE>
endorsement which is generally reflected in Table II. Table II is only
available in certain states. Sales representatives registered with
Metropolitan Life will have more information as to whether Table II is
available in a particular case. Once the Policy is issued the Policy owner may
not change the table elected. The minimum death benefit is determined in
accordance with federal income tax laws, to ensure that the Policy qualifies
as a life insurance contract and that the insurance proceeds will be excluded
from the gross income of the beneficiary. Table I ensures that the Policy
qualifies under the Internal Revenue Code Guideline Premium/Cash Value
Corridor test. The Cash Value Accumulation test formula as reflected generally
in Table II ensures that the Policy qualifies under the Internal Revenue Code
Cash Value Accumulation test. The Cash Value Accumulation test can be
advantageous to a Policy owner who intends to pay a greater amount of premiums
into the Policy. This is the case because the Policy will qualify as life
insurance even though the Policy owner is paying a higher level of premium
than allowed under the Guideline Premium/Cash Value Corridor test. However,
the death benefit under the Cash Value Accumulation test (and thus the monthly
cost of term insurance) could be higher. The advantage of the Cash Value
Accumulation test is eliminated at older ages if the Policy owner does not
intend to exceed the 7-pay test limit. The 7-pay test sets a limit on the
amount of premiums which may be paid under a Policy during any 7-pay testing
period (usually the first 7 Policy years after issue or after a material
modification of the Policy) without incurring possible adverse tax
consequences. If premiums paid exceed such limit during any 7-pay testing
period, any partial withdrawals, Policy loans and other distributions may be
subject to adverse federal income tax consequences (see "Federal Tax Matters--
Taxation of the Policy").
TABLE I--GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
<TABLE>
<CAPTION>
ATTAINED AGE AT BEGINNING PERCENTAGE OF
OF POLICY YEAR CASH VALUE
- ------------------------- -------------
<S> <C>
40 and less:............ 250%
45:..................... 215%
50:..................... 185%
55:..................... 150%
60:..................... 130%
65:..................... 120%
70:..................... 115%
</TABLE>
<TABLE>
<CAPTION>
ATTAINED AGE AT BEGINNING PERCENTAGE OF
OF POLICY YEAR CASH VALUE
- ------------------------- -------------
<S> <C>
75:..................... 105%
80:..................... 105%
85:..................... 105%
90:..................... 105%
94:..................... 101%
95:..................... 100%
100 and greater:........ 100%
</TABLE>
For the ages not listed, the percentage shall decrease by a ratable portion
for each full year.
12
<PAGE>
CASH VALUE ACCUMULATION TEST FORMULA
Using the Cash Value Accumulation test, the death benefit shall never be less
than (a) divided by (b), where
(a) = the Cash Value immediately before the death of the insured, and
(b) = the net single premium immediately before the death of the insured
(computed on the basis of the 1980 CSO mortality table and on the basis
of interest at the greater of an annual effective rate of 4% or the rate
or rates guaranteed on issuance of the policy and as otherwise required
under section 7702 of the Internal Revenue Code) for one dollar of death
benefit.
Generally this means that the death benefit will never be less than the
percentage of cash value shown below.
TABLE II--CASH VALUE ACCUMULATION TEST
<TABLE>
<CAPTION>
PERCENTAGE OF CASH
VALUE
-----------------------
AGE ON
DATE OF
DEATH MALE FEMALE UNISEX
- ------- ------- ------- -------
<S> <C> <C> <C>
20 661.64% 787.90% 683.29%
21 642.51% 762.72% 663.26%
22 623.75% 738.28% 643.58%
23 605.25% 714.54% 624.22%
24 587.03% 691.42% 605.18%
25 569.05% 669.03% 586.48%
26 551.33% 647.29% 568.12%
27 533.93% 626.21% 550.12%
28 516.96% 605.77% 532.51%
29 500.35% 585.96% 515.36%
30 484.14% 566.76% 498.65%
31 468.43% 548.19% 482.42%
32 453.17% 530.22% 466.68%
33 438.38% 512.82% 451.45%
34 424.11% 495.98% 436.72%
35 410.29% 479.71% 422.46%
36 396.95% 464.02% 408.71%
37 384.10% 448.89% 395.48%
38 371.73% 434.33% 382.72%
39 359.83% 420.38% 370.45%
40 348.37% 406.98% 358.67%
41 337.37% 394.12% 347.35%
42 326.80% 381.78% 336.49%
43 316.66% 369.93% 326.04%
44 306.90% 358.53% 316.01%
45 297.53% 347.55% 306.35%
46 288.52% 336.97% 297.07%
47 279.86% 326.77% 288.15%
48 271.53% 316.94% 279.56%
49 263.51% 307.46% 271.30%
50 255.81% 298.31% 263.35%
51 248.39% 289.50% 255.71%
52 241.28% 281.01% 248.37%
53 234.47% 272.84% 241.32%
54 227.94% 264.98% 234.58%
55 221.70% 257.40% 228.12%
56 215.72% 250.09% 221.94%
57 210.00% 243.02% 216.00%
</TABLE>
<TABLE>
<CAPTION>
PERCENTAGE OF CASH
VALUE
-----------------------
AGE ON
DATE OF
DEATH MALE FEMALE UNISEX
------- ------- ------- -------
<S> <C> <C> <C>
58 204.52% 236.17% 210.30%
59 199.25% 229.51% 204.81%
60 194.20% 223.05% 199.55%
61 189.35% 216.79% 194.48%
62 184.72% 210.75% 189.63%
63 180.29% 204.94% 184.99%
64 176.07% 199.39% 180.56%
65 172.04% 194.07% 176.34%
66 168.21% 188.99% 172.31%
67 164.55% 184.10% 168.46%
68 161.05% 179.40% 164.78%
69 157.70% 174.86% 161.24%
70 154.50% 170.47% 157.85%
71 151.44% 166.23% 154.60%
72 148.53% 162.18% 151.51%
73 145.78% 158.31% 148.58%
74 143.20% 154.66% 145.82%
75 140.77% 151.21% 143.21%
76 138.49% 147.96% 140.76%
77 136.34% 144.89% 138.45%
78 134.31% 141.98% 136.25%
79 132.37% 139.21% 134.15%
80 130.51% 136.58% 132.14%
81 128.73% 134.09% 130.21%
82 127.03% 131.72% 128.37%
83 125.42% 129.50% 126.62%
84 123.90% 127.41% 124.97%
85 122.47% 125.44% 123.40%
86 121.10% 123.58% 121.90%
87 119.77% 121.80% 120.45%
88 118.46% 120.07% 119.02%
89 117.12% 118.35% 117.56%
90 115.71% 116.60% 116.03%
91 114.15% 114.75% 114.37%
92 112.35% 112.72% 112.49%
93 110.19% 110.38% 110.26%
94 107.46% 107.54% 107.49%
95 and over 100.00% 100.00% 100.00%
</TABLE>
13
<PAGE>
Option A, Option B and Option C each provides insurance protection as well
as possible build-up of cash value. Under Option A, the insurance protection
remains level unless the minimum death benefit applies. Under Option B, the
insurance protection varies as the cash value changes. Under Option C, the
insurance protection varies as the (i) sum of premiums paid, and (ii) the
amount of cash value withdrawn, changes.
For any specified face amount, assuming there have been no withdrawals from
the Policy, the amount of the death benefit will be greater under Option B and
Option C, than under Option A, since the cash value or premiums paid is added
to the specified face amount and included in the death benefit under Option B
and Option C, respectively, but not under Option A. By the same token, the
cost of term insurance included in the monthly deduction (see "Charges and
Deductions--Cost of Term Insurance") will be greater, and thus the
accumulation of cash value will be lower, under Option B and Option C than
under Option A, assuming the same specified face amount and the same actual
premiums paid. Since under Option C, the death benefit includes the sum of
premiums paid (less any withdrawals), this Option would be desirable in those
situations where recovery of premiums paid is an important consideration. The
cost of term insurance under Option C would generally be lower than under
Option B, when the sum of premiums paid (less any withdrawals) is less than
the cash value. However, the cost of term insurance under Option C would be
higher when the cash value is less than the sum of premiums paid (less any
withdrawals).
Illustration of Option A. For purposes of this illustration, assume that the
insured is male and is exactly age 40, that under Table II the male column
applies and that there is no outstanding indebtedness and that the insured has
not died during a grace period (see "Policy Termination and Reinstatement--
Termination").
Under Option A, a Policy with a $100,000 specified face amount will
generally pay $100,000 in death benefits. However, because the death benefit
must be equal to or be greater than 250% of cash value under Table I (348.37%
of cash value under Table II), any time the cash value of this Policy exceeds
$40,000 under Table I ($ under Table II), the death benefit will exceed
the $100,000 specified face amount. Each additional dollar of cash value above
$40,000 under Table I ($ under Table II) will increase the death benefit
(assuming the insured is exactly age 40) by $2.50 under Table I ($ under
Table II). Thus a Policy with a cash value of $50,000 will have a death
benefit of $125,000 (250% X $50,000) under Table I or $ (348.37% X
$50,000) under Table II; a cash value of $60,000 will yield a death benefit of
$150,000 (250% X $60,000) under Table I or $ (348.37% X $60,000) under
Table II; and a cash value of $100,000 will yield a death benefit of $250,000
(250% X $100,000) under Table I or $ (348.37% X $100,000) under Table
II.
Similarly, so long as cash value exceeds $40,000 under Table I ($
under Table II), each dollar reduction in cash value will reduce the death
benefit (assuming the insured is exactly age 40) by $2.50 under Table I ($
under Table II). If at any time, however, the cash value multiplied by the
applicable percentage is less than the specified face amount, the death
benefit will equal the specified face amount of the Policy.
Illustration of Option B. For purposes of this illustration, assume that the
insured is male and is exactly age 40, that under Table II the male column
applies and that there is no outstanding indebtedness and that the insured has
not died during a grace period.
Under Option B, a Policy with a specified face amount of $100,000 will
generally pay a death benefit of $100,000 plus the cash value. Thus, for
example, a Policy with a cash value of $25,000 will have a death benefit of
$125,000 ($100,000 + $25,000); a cash value of $50,000 will yield a death
benefit of $150,000 ($100,000 + $50,000); and a cash value of $65,000 will
yield a death benefit of $165,000 ($100,000 + $65,000). The death benefit,
however, must be at least 250% of cash value under Table I (348.37% of cash
value under Table II). As a result, if the cash value of the Policy exceeds
$66,666.67 under Table I ($ under Table II), the death benefit will
be greater than the specified face amount plus cash value. Each additional
dollar of cash value above $66,666.67 under Table I ($ under Table
II) will increase the death benefit (assuming the insured is exactly age 40)
by $2.50 under Table I (by $ under Table II). A Policy with a cash value
of $75,000 will therefore have a death benefit of $187,500 (250% X $75,000)
under Table I or $ (348.37% x $75,000) under Table II; a cash value of
$85,000 will yield a death benefit of $212,500 (250% x $85,000) under Table I
or $ (348.37% x $85,000) under Table II; a cash value of $100,000 will
yield a death benefit of $250,000 (250% x $100,000) under Table I or $
(348.37% x 100.00) under Table II.
Similarly, any time cash value exceeds $66,666.67 under Table I ($
under Table II), each dollar reduction in cash value will reduce the death
benefit (assuming the insured is exactly age 40) by $2.50 under Table I and
$ under Table II. Whenever cash value is less than $66,666.67 under Table
I ($ under Table II) each dollar
14
<PAGE>
taken out of cash value will reduce the death benefit by one dollar and the
death benefit will be the specified face amount plus the cash value of the
Policy.
Illustration of Option C. For purposes of this illustration, assume that the
insured is male and is exactly age 40, that under Table II the male column
applies and that there is no outstanding indebtedness and that the insured has
not died during a grace period.
Under Option C, a Policy with a specified face amount of $100,000 will
generally pay a death benefit of $100,000 plus the total amount of premiums
paid that exceeds withdrawals made. Thus, for example, assuming there have
been no withdrawals from the Policy, a Policy with premiums paid of $25,000
will have a death benefit of $125,000 ($100,000 + $25,000); premiums paid of
$50,000 will yield a death benefit of $150,000 ($100,000 + $50,000); and
premiums paid of $65,000 will yield a death benefit of $165,000 ($100,000 +
$65,000). The death benefit, however, must be at least 250% of cash value
under Table I (348.37% of cash value under Table II). For example, if the
premiums paid under the Policy are not greater than $25,000, the death benefit
will be greater than the specified face amount plus premiums paid whenever the
cash value exceeds $50,000 under Table I ($ under Table II). Each
additional dollar of cash value above $50,000 under Table I ($ under
Table II) will increase the death benefit (assuming the insured is exactly age
40) by $2.50 under Table I ($ under Table II). A policy with cash value of
$75,000 will therefore have a death benefit of $187,500 (250% x $75,000) under
Table I or $ (348.37% x $75,000) under Table II; a cash value of
$85,000 will yield a death benefit of $212,500 (250% x $85,000) under Table I
or $ (348.37% x $85,000) under Table II, a cash value of $100,000 will
yield a death benefit of $250,000 (250% x $100,000) under Table I or $
(348.37% x $100,000) under Table II.
Similarly, assume the premiums paid under the Policy are equal to $25,000
under Table I ($ under Table II) and the cash value is equal to $60,000.
Each dollar taken out of the cash value will reduce the death benefit
(assuming the insured is exactly age 40) by $2.50 under Table I ($ under
Table II) until $16,668 under Table I ($ under Table II) is withdrawn
from the cash value. Then the death benefit would be $108,332 ($100,000 +
$25,000 - $16,668) under Table 1 or $ ($100,000 + $ - $ )
under Table II since this exceeds $108,330 (250% x ($60,000-$16,668) under
Table I or $ (348.37% x - ) under Table II)). Then, each dollar
withdrawn will reduce the death benefit by one dollar.
Note generally that the total of premiums paid are limited by Internal
Revenue Service rules (see "Premiums--Premium Limitations"). Thus, these
examples are contingent on satisfying these rules.
Under any of the Options, if the insured dies on a date that is not a
Valuation Date, the amount of death benefit proceeds payable will be
determined as of the next Valuation Date.
Change in Specified Face Amount. Subject to certain limitations, a Policy
owner may increase or decrease the specified face amount of a Policy (see
"Decreases" and "Increases"). Any increase or decrease in the specified face
amount requested by the Policy owner will become effective on the monthly
anniversary on or next following the Date of Receipt of the request, or, if
evidence of insurability is required, the date of approval of the request.
Decreases. The specified face amount remaining in force after any requested
decrease may not be less than the Minimum Initial Specified Face Amount during
the first five Policy years nor less than one-half the Minimum Initial
Specified Face Amount thereafter. No decrease in the specified face amount
will be permitted if it would result in total premiums paid exceeding the then
current maximum premium limitations determined by Internal Revenue Code rules
(see "Premiums--Premium Limitations"). For purposes of determining the cost of
term insurance charge (see "Charges and Deductions--Cost of Term Insurance";
"Cost of Term Insurance Rate"; and "Rate Class"), a decrease in the specified
face amount will reduce the specified face amount in the following order: (a)
the specified face amount provided by the most recent increase; (b) the next
most recent increases successively; and (c) the specified face amount when the
Policy was issued.
Increases. Any change in the specified face amount requested by the Policy
owner which results in an increase in the death benefit may be made only if
the cash surrender value after the change is large enough to cover at least
two monthly deductions based on the most recent cost of term insurance charge
deducted. Any such change may require that additional evidence of insurability
be submitted to Metropolitan Life and may be subject to a one-time
underwriting charge at a rate of up to $3.00 for each $1,000 of specified face
amount increase. Metropolitan Life will deduct this charge from the existing
cash value in the Fixed Account and the investment divisions of the Separate
Account in the same proportion that the Policy's cash value in the Fixed
Account and the Policy's cash value in each investment division bear to the
Policy's total cash value (except for the cash value in the Policy Loan
Account) as of the date deducted (this method hereinafter referred to as the
"Pro Rata Basis").
15
<PAGE>
Effect of Changes in Specified Face Amount on Charges. A change in the
specified face amount may affect the cost of term insurance and the net amount
at risk, both of which may affect a Policy owner's cost of term insurance
charge (see "Charges and Deductions-- Cost of Term Insurance"; "Cost of Term
Insurance Rate," and "Rate Class," page 31). This in turn can affect the level
of subsequent cash values and death benefits. A change in the specified face
amount or death benefit may also affect the Policy's status as a modified
endowment contract for tax purposes (see "Federal Tax Matters").
Change in Death Benefit Option. Generally, the death benefit option in
effect may be changed at any time after the first Policy year while the
insured is alive by sending a written request for change to the Designated
Office. A change in death benefit option will not be permitted unless the cash
surrender value of a Policy after the change is effected would be sufficient
to pay at least two monthly deductions. Changing death benefit options may
require evidence of insurability satisfactory to Metropolitan Life and the
effective date of any such change will be the monthly anniversary on or
following the Date of Receipt of the request.
If the death benefit option is changed, the specified face amount will be
increased or decreased such that the death benefit is not altered at the time
of the change. However, the change in death benefit option will affect the
determination of the death benefit from that point on. This will mean that the
cost of term insurance may be higher or lower than it otherwise would have
been (see "Charges and Deductions-Cost of Term Insurance").
For example, if the death benefit option is changed from Option C to Option
A, the specified face amount will be increased by the amount of premiums paid
that exceeds withdrawals made. This ensures that the death benefit is not
altered at the time of the change. However, the change in the death benefit
option will affect the determination of the death benefit from that point on
since the premiums paid less withdrawals made will no longer be added to the
specified face amount in determining the death benefit. From that point on,
the death benefit will equal the new specified face amount (or, if higher, the
minimum death benefit). This will mean that the cost of term insurance may be
higher or lower than it otherwise would have been since any increases or
decreases in cash values will, respectively, reduce or increase the term of
insurance amount under Option A (See "Charges and Deductions--Cost of Term
Insurance").
As a second example, if the death benefit option is changed from Option A to
Option B, the specified face amount will be decreased to equal the death
benefit less the cash value on the effective date of the change. This change
may not be made if it would result in a specified face amount which is less
than the Minimum Initial Specified Face Amount during the first five Policy
years and one-half the Minimum Initial Specified Face Amount thereafter. As
with any option change, a change from Option A to Option B will not alter the
death benefit at the time of the change, but will affect the determination of
the death benefit from that point on. Since, from that point on, the cash
value will be added to the new specified face amount, the death benefit will
vary with the cash value. Moreover, under Option B, the term insurance amount
will not vary unless the minimum death benefit is in effect. Therefore, the
cost of term insurance may be higher or lower than it otherwise would have
been without the change in death benefit option (see "Charges and Deductions--
Cost of Term Insurance"). A change in death benefit option will not be
permitted if it results in total premiums paid exceeding the then current
maximum premium limitations determined by Internal Revenue Service Rules (see
"Premiums--Premium Limitations").
Under Option A, Option B and Option C, cost of term insurance rates
generally increase as the insured's age increases. Nevertheless, assuming a
positive cumulative net investment return with respect to any amounts in the
Separate Account, changing the death benefit option from Option B or Option C
to Option A will generally reduce the term insurance amount and therefore the
cost of term insurance charge for all subsequent monthly deductions compared
to what such charge would have been if no such change were made.
CASH VALUE
The total cash value of a Policy at any time is the sum of the Policy's cash
values in the Fixed Account (see "The Fixed Account"), the Policy Loan Account
(see "Policy Right--Loan Privileges"), and the investment divisions of the
Separate Account at such time. The Policy's cash value in the Separate Account
may increase or decrease on each Valuation Date depending on the investment
return of the chosen investment divisions of the Separate Account (see
"Separate Account Net Investment Return"). There is no guaranteed minimum cash
value in the Separate Account.
Calculation of Separate Account Cash Value. On the Investment Start Date,
the Policy's cash value in an investment division will equal the portion of
any net premium allocated to the investment division, reduced by the
16
<PAGE>
portion of any monthly deductions allocated to the Policy's cash value in that
investment division (see "Is there a "Free Look' Period?" and "Payment and
Allocation of Premiums-Allocation of Premiums and Cash Value"). Thereafter, on
each Valuation Date, the Policy's cash value in an investment division of the
Separate Account will equal:
(1) The cumulative net premium payments allocated to the investment division;
plus
(2) All cash values transferred to the investment division from the Fixed
Account, from the Policy Loan Account upon loan repayment (including all
interest credited on loaned amounts) or from another investment division;
minus
(3) Any cash value transferred from the investment division to the Fixed
Account, to the Policy Loan Account upon taking out a loan or to another
investment division; minus
(4) Any partial cash withdrawal from the investment division; minus
(5) The portion of the cumulative monthly deductions allocated to the Policy's
cash value in the investment division (see "Charges and Deductions-Monthly
Deduction from Cash Value"); minus
(6) The portion of any transfer charge allocated to the Policy's cash value in
the investment division (see "Charges and Deductions-Transfer Charge"); plus
(7) The cumulative net investment return (discussed below) on the net amount
of cash value in the investment division.
The Policy's total cash value in the Separate Account equals the sum of the
Policy's cash value in each investment division.
17
<PAGE>
Separate Account Net Investment Return. A Separate Account investment
division's net investment return is determined as of 4:00 p.m., New York City
time, on each Valuation Date. All transactions and calculations with respect
to the Policies as of any Valuation Date are determined as of such time.
Each Separate Account division is credited with a rate of net investment
return equal to its gross rate of investment return during the Valuation
Period less a charge for Metropolitan Life's taxes, if any such tax charge
becomes necessary in the future (see "Charges and Deductions--Charges Against
the Separate Account"). The investment division's gross rate of investment
return is equal to the rate of increase or decrease in the net asset value per
share of the underlying Fund portfolio over the Valuation Period, adjusted
upward to take appropriate account of any dividends paid by the portfolio
during the period.
Depending primarily on the investment experience of the underlying Fund
portfolio, a Separate Account investment division's net investment return may
be either positive or negative during a Valuation Period.
Rates of Return. The rates of return for each of the portfolios of the Fund
shown below reflect all charges against the Fund portfolios. However, there
are significant charges against premiums and the cash value in each Policy
that are not imposed against the Fund portfolios and are therefore not
reflected. These charges, i.e., charges against premiums, charges for
mortality and expense risks and cost of term insurance (see "Charges and
Deductions--Premium Expense Charges," and "Monthly Deduction from Cash
Value"), significantly decrease the rates of return on a given Policy. The
rate of return is computed in each case by subtracting the net asset value per
share at the beginning of the period from the net asset value per share at the
end of the period, adjusting for dividends, and dividing the result by the net
asset value per share at the beginning of the period. The resulting ratio is
annualized to obtain the Average Annual Return shown. The annualization makes
the assumption that the rate of return does not vary from any one year period
to another and takes into account the effect of compounding.
Rates of return are useful for reviewing the effectiveness of Fund
management and for comparing the investment returns of the underlying Fund
portfolios. HOWEVER, FOR THE REASONS STATED ABOVE, NO OWNER SHOULD EXPECT TO
RECEIVE FUND RETURN. The hypothetical historical illustrations (see "Cash
Value--Illustrations") demonstrate the effect on the underlying Fund
portfolios' rates of return of all charges against premiums and the cash value
in the Policy illustrated.
The first two columns shown for each investment division begin on the later
of the date the portfolio of the Fund in which it invests began operations and
the date the first registration statement relating to such portfolio was
declared effective by the Securities and Exchange Commission and end on the
dates indicated. Other periods shown begin on January 1st of the following
year and end on December 31st of that year, except that the Average Annual
Return column is for the entire period shown for the portfolio in question.
Thus the rates of return are based on the actual historical experience of the
Fund. The annual return for the International Stock Portfolio was increased
due to the voluntary assumption by Metropolitan Life of certain expenses for
the International Stock Portfolio in 1993 (see "Management of the Fund," in
the prospectus for the Fund). This subsidization affected annual returns only
by .01%. There was no subsidization in 1994 or 1995.
<TABLE>
<CAPTION>
6/24/83 6/24/83 1/1/84 1/1/85 1/1/86 1/1/87 1/1/88 1/1/89 1/1/90 1/1/91 1/1/92 1/1/93
12/31/95 12/31/83 12/31/84 12/31/85 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Growth..........
Income..........
Money Market....
<CAPTION>
AVERAGE
1/1/94 1/1/95 ANNUAL
12/31/94 12/31/95 RETURN
-------- -------- -------
<S> <C> <C> <C>
Growth..........
Income..........
Money Market....
</TABLE>
<TABLE>
<CAPTION>
AVERAGE
7/25/86 7/25/86 1/1/87 1/1/88 1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95 ANNUAL
12/31/95 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 RETURN
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Diversified.....
</TABLE>
<TABLE>
<CAPTION>
AVERAGE
5/1/90 5/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95 ANNUAL
12/31/95 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 RETURN
-------- -------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stock Index.............
</TABLE>
<TABLE>
<CAPTION>
AVERAGE
4/29/88 4/29/88 1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95 ANNUAL
12/31/95 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 RETURN
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aggressive Growth.......
</TABLE>
<TABLE>
<CAPTION>
AVERAGE
5/1/91 5/1/91 1/1/92 1/1/93 1/1/94 1/1/95 ANNUAL
12/31/95 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 RETURN
-------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
International Stock.....
</TABLE>
18
<PAGE>
Illustrations. In order to demonstrate how the investment experience of the
Separate Account investment divisions would have affected the death benefit
and cash value of a Policy, hypothetical illustrations for each investment
division are set forth below. These hypothetical illustrations are based on
the actual historical experience of the Fund as if the Separate Account had
been in existence and a Policy had been issued on the dates indicated. They do
not represent what may happen in the future.
The illustrations are based on the payment of annual planned premiums of
$1,000 for a specified face amount of $100,000 for a male aged 35. The
illustrations assume that the insured is in Metropolitan Life's standard
nonsmoker full underwriting risk classification. The periods illustrated are
based on the rates of return and periods set forth in "Rates of Return" (see
"Cash Value--Rates of Return"). Cash surrender values equal the cash values
because the illustrations assume no Policy loans have been made. The death
benefits set forth in the following illustrations are the same whether Table I
or Table II is used in determining the minimum death benefit under the Policy
(see "Death Benefit Options--Minimum Death Benefit"). The illustrations assume
that the Policy is not issued to or in connection with a large group.
The amounts shown for the death benefits and cash values take into account
all charges in connection with the Policy, including the charges against
premiums, the cost of term insurance, the monthly charge for mortality and
expense risks attributable to the Policies, the daily charges to the Fund for
direct Fund expenses and the daily charge to the Fund for investment
management services. (See "Charges and Deductions").
For each investment division, one illustration is based on the guaranteed
charges; the other illustration assumes the current charges were in effect
during the period illustrated (see "Monthly Deduction From Cash Value--Cost of
Term Insurance Rate" and "Charge for Mortality and Expense Risks").
The second column of each example shows the amount which would accumulate if
an amount equal to the annual planned premium were invested to earn the rates
of return of the corresponding portfolio of the Fund as set forth on page 18.
Such amounts do not reflect the effect of income taxes to which an individual
earning such rates might be subject.
These examples of policy performance are for a specific age, sex, rate
class, underwriting class, premium payment pattern and policy anniversary as
set forth above. The benefits are calculated for a specific policy
anniversary. The amount and timing of premium payments would affect individual
policy benefits as would any withdrawals or Policy loans.
Performance may be shown for the systematic investment strategies made
available under the Policies (see "Allocation of Premiums and Cash Value--
Systematic Investment Strategies"). Average annual return for the "Equity
Generator," "Equalizer," or "Allocator" systematic investment strategies may
be calculated by presuming a certain dollar value at the beginning of a
period, and comparing this dollar value with the dollar value, based on
historical performance for the applicable investment divisions or the Fixed
Account, at the end of the period, expressed as a percentage. The average
annual return in each case will assume that no withdrawals have occurred and
will not reflect charges against premiums, cost of term insurance or monthly
policy charges.
This Prospectus also contains illustrations based on assumed rates of
return. See "Illustrations Of Death Benefits, Cash Values And Accumulated
Premiums".
19
<PAGE>
The following examples show how the hypothetical net return of the
investment division which invests in the Growth Portfolio of the Fund would
have affected benefits for a Policy dated January 1, 1984 (the first January 1
following the effective date for the Growth Portfolio). These examples assume
that net premiums and related cash values were in this investment division for
the entire period.
GROWTH
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1984....................
1985....................
1986....................
1987....................
1988....................
1989....................
1990....................
1991....................
1992....................
1993....................
1994....................
1995....................
GROWTH
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON GUARANTEED CHARGES
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ------------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1984....................
1985....................
1986....................
1987....................
1988....................
1989....................
1990....................
1991....................
1992....................
1993....................
1994....................
1995....................
</TABLE>
20
<PAGE>
The following examples show how the hypothetical net return of the
investment division which invests in the Income Portfolio of the Fund would
have affected benefits for a Policy dated January 1, 1984 (the first January 1
following the effective date for the Income Portfolio). These examples assume
that the net premiums and related cash values were in this investment division
for the entire period.
INCOME
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1984....................
1985....................
1986....................
1987....................
1988....................
1989....................
1990....................
1991....................
1992....................
1993....................
1994....................
1995....................
INCOME
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON GUARANTEED CHARGES
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1984....................
1985....................
1986....................
1987....................
1988....................
1989....................
1990....................
1991....................
1992....................
1993....................
1994....................
1995....................
</TABLE>
21
<PAGE>
The following examples show how the hypothetical net return of the
investment division which invests in the Money Portfolio of the Fund would
have affected benefits for a Policy dated January 1, 1984 (the first January 1
following the effective date for the Money Market Portfolio). These examples
assume that net premiums and related cash values were in this investment
division for the entire period.
MONEY MARKET
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1984....................
1985....................
1986....................
1987....................
1988....................
1989....................
1990....................
1991....................
1992....................
1993....................
1994....................
1995....................
MONEY MARKET
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON GUARANTEED CHARGES
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1984....................
1985....................
1986....................
1987....................
1988....................
1989....................
1990....................
1991....................
1992....................
1993....................
1994....................
1995....................
</TABLE>
22
<PAGE>
The following examples show how the hypothetical net return of the
investment division which invests in the Diversified Portfolio of the Fund
would have affected benefits for a Policy dated January 1, 1987 (the first
January 1 following the effective date for the Diversified Portfolio). These
examples assume that net premiums and related cash values were in this
investment division for the entire period.
DIVERSIFIED
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1987....................
1988....................
1989....................
1990....................
1991....................
1992....................
1993....................
1994....................
1995....................
DIVERSIFIED
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON GUARANTEED CHARGES
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1987....................
1988....................
1989....................
1990....................
1991....................
1992....................
1993....................
1994....................
1995....................
</TABLE>
23
<PAGE>
The following examples show how the hypothetical net return of the
investment division which invests in the Stock Index Portfolio of the Fund
would have affected benefits for a Policy dated January 1, 1991 (the first
January 1 following the effective date for the Stock Index Portfolio). These
examples assume that the net premiums and related cash values were in this
investment division for the entire period.
STOCK INDEX
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1991....................
1992....................
1993....................
1994....................
1995....................
STOCK INDEX
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON GUARANTEED CHARGES
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1991....................
1992....................
1993....................
1994....................
1995....................
</TABLE>
The following examples show how the hypothetical net return of the
investment division which invests in the Aggressive Growth Portfolio of the
Fund would have affected benefits for a Policy dated January 1, 1989 (the
first January 1 following the effective date for the Aggressive Growth
Portfolio). These examples assume that the net premiums and related cash
values were in this investment division for the entire period.
AGGRESSIVE GROWTH
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1989....................
1990....................
1991....................
1992....................
1993....................
1994....................
1995....................
</TABLE>
24
<PAGE>
AGGRESSIVE GROWTH
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON GUARANTEED CHARGES
<TABLE>
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1989....................
1990....................
1991....................
1992....................
1993....................
1994....................
1995....................
</TABLE>
The following examples show how the hypothetical net return of the
investment division which invests in the International Stock Portfolio of the
Fund would have affected benefits for a Policy dated January 1, (the first
January 1 following the effective date for the International Stock Portfolio).
These examples assume that the net premiums and related cash values were in
this investment division for the entire period.
INTERNATIONAL STOCK
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON CURRENT CHARGES
<TABLE>
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1992....................
1993....................
1994....................
1995....................
INTERNATIONAL STOCK
($100,000 SPECIFIED FACE AMOUNT, STANDARD NONSMOKER FULL UNDERWRITING RISK)
BASED ON GUARANTEED CHARGES
<CAPTION>
POLICY PREMIUMS DEATH BENEFIT CASH VALUE
YEAR ENDING ACCUMULATED ---------------------- --------------------------
ON DECEMBER AT FUND RATES OPTION OPTION
31ST OF OF RETURN OPTION A B C OPTION A OPTION B OPTION C
- ----------- ------------- -------- ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1992....................
1993....................
1994....................
1995....................
</TABLE>
From time to time the Separate Account may advertise performance ranking
information among similar investments as compiled by Lipper Analytical
Services Inc., Morningstar, Inc. and other independent organizations.
From time to time the Separate Account may compare the performance of its
investment divisions with the performance of common stocks, long-term
government bonds, long-term corporate bonds, intermediate-term government
bonds, Treasury Bills, certificates of deposit and savings accounts. The
Separate Account may use the Consumer Price Index in its advertisements as a
measure of inflation for comparison purposes.
25
<PAGE>
BENEFIT AT FINAL DATE
If the insured is living, and unless otherwise notified, Metropolitan Life
will pay to the Policy owner the cash value of the Policy on the Final Date,
reduced by any outstanding indebtedness (see "Policy Benefits-
Cash Value"). The Final Date of a Policy is the Policy anniversary on which
the insured is 95 (see "Federal Tax Matters"). The Policy owner may request in
writing to continue the Policy after the Final Date. If the Policy owner so
requests, the death benefit will be equal to the cash value on the date of
death of the insured. The insurance proceeds will equal the death benefit
reduced by any outstanding indebtedness.
OPTIONAL INCOME PLANS
During the insured's lifetime, the Policy owner may arrange for the
insurance proceeds to be paid in a single sum, in an account that earns
interest or under one or more of the available optional income plans. For more
specifics regarding optional income plans, see the Appendix to Prospectus.
These choices are also available at the Final Date and if the Policy is
surrendered. If no election is made, Metropolitan Life will place the amount
in an account that earns interest. The payee will have immediate access to all
or any part of the account.
When the insurance proceeds are payable in a single sum, or if no choice was
in effect on the date of death, the beneficiary may, within one year of the
insured's death, select one or more of the optional income plans, if no
payments have yet been made. If the insurance proceeds become payable under an
optional income plan and the beneficiary has the right to withdraw the entire
amount, the beneficiary may name and change contingent beneficiaries.
OPTIONAL INSURANCE BENEFITS
Subject to certain requirements, one or more of the optional insurance
benefits described in the Appendix to Prospectus, may be included with a
Policy by rider. The cost of any accidental death benefit rider, disability
waiver benefit rider or yearly renewable term rider will be deducted as part
of the monthly deduction (see "Charges and Deductions--Monthly Deduction From
Cash Value"). There is no charge for the accelerated death benefit rider. The
cost of the interim term insurance benefit rider is paid for separately since
it provides insurance for a period prior to the Date of Policy. See the
Appendix to Prospectus, for a discussion of how certain riders affect the
benefits under the Policy.
PAYMENT AND ALLOCATION OF PREMIUMS
ISSUANCE OF A POLICY
Entities wishing to purchase a Policy must complete an application with
respect to each individual to be insured which will be sent to the Designated
Office. A Policy will not be issued with a specified face amount less than the
Minimum Initial Specified Face Amount. A Policy will generally be issued only
on insureds 70 years of age or under who supply evidence of insurability
satisfactory to Metropolitan Life. Metropolitan Life may, however, at its sole
discretion, issue a Policy for an individual above the age of 70. Acceptance
is subject to Metropolitan Life's underwriting rules, and Metropolitan Life
reserves the right to reject an application for any reason permitted by law.
If required by state law, the insured must consent to any insurance purchased
on his or her life.
Metropolitan Life, at its discretion, may use one of three types of
underwriting when selling Policies, depending on the total number of eligible
prospective insureds for whom an entity can purchase a Policy and the
percentage of such prospective insureds on which a Policy is actually
purchased. The three types of underwriting are: Guaranteed Issue, Simplified
Underwriting and Full Underwriting. Generally Full Underwriting requires more
evidence of insurability and rating classification than Simplified
Underwriting. Guaranteed Issue requires the least evidence of insurability. An
insured person who is a standard risk under Simplified Underwriting or
Guaranteed Issue may be subject to a higher cost of term insurance rate than
would apply to the same insured person under Full Underwriting (see "Monthly
Deduction from Cash Value--Underwriting Class").
The Date of Policy is the date used to determine Policy years and Policy
months regardless of when the Policy is delivered. The Date of Policy will
ordinarily be the date the application is approved. Within limits,
Metropolitan Life may establish an earlier Date of Policy if desired to
preserve a younger age at issue for the insured. Entities may also request
that the Date of Policy be the date the planned periodic premium is received.
In these instances, the Policy owner will incur a charge for insurance
protection prior to the time that insurance coverage under the Policy is in
force. However,
26
<PAGE>
an earlier Date of Policy has the potential advantage, to the Policy owner, of
an earlier Investment Start Date if a payment is received.
Metropolitan Life will allocate net premiums to the Separate Account and/or
the Fixed Account on the Investment Start Date (see "Allocation of Premiums
and Cash Value"). The Investment Start Date is the later of (i) the Date of
Policy and (ii) the date the first premium for a Policy is received at the
Designated Office.
PREMIUMS
Payment of Premiums. Each Policy owner will determine a planned periodic
premium schedule that provides for the payment of a level premium at fixed
intervals for a specified period of time. After payment of the first planned
periodic premium, the Policy owner is not required to pay premiums in
accordance with the planned periodic premium schedule.
MOREOVER THE PAYMENT OF PLANNED PERIODIC PREMIUMS WILL NOT GUARANTEE THAT
THE POLICY REMAINS IN FORCE. Instead, the duration of the Policy depends upon
the Policy's cash value (see "Policy Termination and Reinstatement--
Termination").
The Policy owner must designate in the application one of the following ways
to pay the planned periodic premium. The Policy owner may elect to pay the
planned periodic premium annually, semi-annually or through a payroll
deduction plan as permitted by Metropolitan Life.
Subject to the minimum and maximum premium limitations described below, a
Policy owner may make unscheduled premium payments at any time in any amount.
The Policy, therefore, provides the owner with the flexibility to vary the
frequency and amount of premium payments to reflect changing financial
conditions.
All premium payments after the initial premium payment are credited to the
Separate Account or Fixed Account as of the Date of Receipt.
Premium Limitations. Except as described below, the total of all premiums
paid, both planned and unplanned, can never exceed the then current maximum
premium limitation determined by Internal Revenue Code rules relating to the
definition of life insurance. If at any time a premium is paid that would
result in total premiums exceeding the then current maximum premium
limitations, Metropolitan Life will accept only that portion of the premium
that will make total premiums equal the limit. Any part of the premium in
excess of that amount will be refunded, and no further premiums will be
accepted until allowed by the maximum premium limitations. These limitations
will not apply to any premium that is required to be paid in order to prevent
the Policy from terminating.
There may be cases where the total of all premiums paid could cause the
Policy to be classified as a modified endowment contract (see "Federal Tax
Matters"). The annual statement (see "Reports") sent to each Policy owner will
include information regarding the modified endowment contract status of a
Policy. In cases where a Policy is not an irrevocable modified endowment
contract, the annual statement will indicate what action the Policy owner can
take to reverse the modified endowment contract status of the Policy.
The first premium may not be less than the planned premium. Every planned
premium payment after the first Policy year must be at least $100 on an annual
basis or a semi-annual basis. Every unplanned premium payment must be at least
$100. Premium payments less than these minimum amounts will be refunded to the
Policy owner. These minimum premium limits can be increased by Metropolitan
Life. No increase will take effect until 90 days after notice is sent to the
Policy owner.
Metropolitan Life reserves the right not to extend an offer to sell the
Policies to any group or individual associated with such group if the total
amount of annual premium that is expected to be paid in connection with all
Policies sold to the group or individuals associated with such group is less
than $250,000. This annual premium limitation applies in addition to the
individual Policy premium minimum described in the prior paragraph.
27
<PAGE>
ALLOCATION OF PREMIUMS AND CASH VALUE
Net Premiums. The net premium equals the premium paid less premium expense
charges (see "Charges and Deductions--Premium Expense Charges").
Allocation of Net Premiums. In the application (in the case where the Owner
is an individual) or in the delivery receipt (in the case where the Owner is
other than an individual) for a Policy, the Policy owner indicates the initial
allocation of net premiums among the investment divisions of the Separate
Account. The Policy owner determines in the application what portion, if any,
of net premiums is to be allocated to the Fixed Account. Allocation
percentages must be in whole numbers; for example, 33 1/3% may not be chosen.
Allocations with respect to the Fixed Account are effective as of the
Investment Start Date. Allocations with respect to the investment divisions of
the Separate Account are effective as of the end of the free-look period;
prior to the end of the free-look period, net premium payments allocated to
the investment divisions of the Separate Account will be invested in the Money
Market Portfolio as of the Investment Start Date (see "Is there a "Free Look'
Period?").The Policy owner may change the allocation of future net premiums
without charge at any time, after the end of the free-look period, by
providing Metropolitan Life with written notification at the Designated
Office. For California Policies, cash value allocated to the International
Stock Division is subject to a maximum of 80% of the total cash value in the
Separate Account. The change will be effective as of the Date of Receipt of
the notice at the Designated Office.
The Policy's cash value in the investment divisions of the Separate Account
will vary with the investment experience of these investment divisions, and
the Policy owner bears this investment risk. Policy owners should periodically
review their allocations of net premiums and cash values in light of market
conditions and their overall financial planning requirements.
Cash Value Transfers. After the end of the free-look period (see "Is there a
"Free Look' Period?"), the Policy owner may transfer cash value between the
Fixed Account and the investment divisions of the Separate Account and among
the investment divisions of the Separate Account. At the present time, there
is no charge for the first six transfers in any Policy year. A charge of $25
will be assessed when any additional amounts are transferred in the same
Policy year (see "Charges and Deductions--Transfer Charge"). Metropolitan Life
reserves the right in the future to assess a charge against all transfers.
There is no charge for any transfer made pursuant to a systematic investment
strategy. In addition, transfers made pursuant to any systematic investment
strategy are not included in the six charge-free transfers permitted each
Policy year (see "Systematic Investment Strategies"). A free transfer will be
permitted for a transfer of the entire amount in the Separate Account to the
Fixed Account at any time during the first 24 Policy months (see "Policy
Rights--Exchange Privilege"). The minimum amount that may be transferred,
other than pursuant to a systematic investment strategy, is the lesser of $50
or the total amount in an investment division or the Fixed Account. The
maximum amount that may be transferred or withdrawn from the Fixed Account in
any Policy year is the greater of $50 or 25% of the largest amount in the
Fixed Account over the last four Policy years. This limit does not apply to a
full surrender, to any loans taken or to any transfers made under a systematic
investment strategy (see "Systematic Investment Strategies"). Transferring
cash value from one or more investment divisions and/or the Fixed Account into
one or more other investment divisions and/or the Fixed Account counts as one
transfer. Metropolitan Life reserves the right to delay the transfer,
withdrawal, surrender and payment of policy loans of amounts from the Fixed
Account for up to six months (see "The Fixed Account--Transfers, Withdrawals,
Surrenders, and Policy Loans"). Metropolitan Life will effectuate transfers
and determine all values in connection with transfers as of the Date of
Receipt of written notice at the Designated Office.
There is no charge for transfers resulting from Policy loans and loan
repayments (or, for California Policies, transfers out of the International
Stock Division pursuant to the following paragraph) and they will not count
against the six charge-free transfers in a Policy year. Transfers are not
taxable transactions under current law. Transfer requests must be in writing
in a form acceptable to Metropolitan Life.
California Policies. For California Policies, a Policy's cash value in the
International Stock Division may not exceed 80% of the Policy's total cash
value in the Separate Account. No transfer will be made if it results in a
Policy's cash value in the International Stock Division exceeding this limit.
At the beginning of each quarter as measured from the Policy anniversary, the
Policy will be reviewed by Metropolitan Life to verify that the cash value in
the International Stock Division does not exceed 80% of the total cash value
in the Separate Account. If it does, the excess will be transferred to the
other divisions proportionately. The portion of the excess transferred to each
division will be equal to the ratio (computed prior to the transfer) of the
cash value in that division to the total cash value in the Separate Account,
excluding the International Stock Division.
Systematic Investment Strategies. Metropolitan Life may permit the Policy
owner to submit a written authorization directing Metropolitan Life to make
transfers on a continuing periodic basis from one investment division to
another or
28
<PAGE>
to the Fixed Account. Metropolitan Life offers three such investment
strategies: the "Equity Generator," the "Equalizer" and the "Allocator." Both
the "Equity Generator" and the "Allocator" may be elected at any time. The
"Equalizer" may be elected only on a Policy anniversary. Only one systematic
investment strategy may be in effect at any one time. The Owner may submit a
written request directing Metropolitan Life to cancel a systematic investment
strategy at any time.
Under the "Equity Generator," Policy owners may have the interest earned on
amounts in the Fixed Account transferred to the Stock Index investment
division. Any such transfer from the Fixed Account to the Stock Index
investment division will be made at the beginning of each Policy month
following the Policy month in which the interest is earned. The transfer will
only be made for a month during which at least $20.00 in interest is earned.
Amounts earned during a month in which less than $20.00 in interest is earned
will remain in the Fixed Account.
Under the "Equalizer," at the beginning of each Policy month, a transfer is
made from the Stock Index investment division to the Fixed Account or from the
Fixed Account to the Stock Index investment division in order to make the
Fixed Account and Stock Index investment division equal in value. While the
"Equalizer" is in effect, any cash value transfer out of the Stock Index
investment division that is not part of this systematic investment strategy
will automatically terminate the "Equalizer" election. The Policy owner may
then reelect the "Equalizer" commencing on the next Policy anniversary.
Under the "Allocator," at the beginning of each Policy month, an amount
designated by the Policy owner is transferred from the Money Market investment
division to the Fixed Account and/or any investment division(s) specified by
the Owner. The Policy owner may choose to do this in one of the following
three ways: (1) designating an amount to be transferred from the Money Market
investment division each month until amounts in that investment division are
exhausted; (2) designating an amount to be transferred from the Money Market
investment division for a certain number of months; or (3) designating a total
amount to be transferred from the Money Market investment division in equal
monthly installments over a certain number of months. The Policy owner's
designations must allow the "Allocator" to remain in effect for at least three
months.
POLICY TERMINATION AND REINSTATEMENT
Termination. If the cash surrender value on any monthly anniversary is
insufficient to cover the monthly deduction, Metropolitan Life will notify the
Policy owner and any assignee of record of that shortfall. In either case, the
Policy owner will then have a grace period of 61 days, measured from the
monthly anniversary, to make sufficient payment. The minimum necessary payment
must be an amount sufficient to keep the Policy in force for two months after
the premium expense charges have been deducted. Failure to make a sufficient
payment within the grace period will result in termination of the Policy. The
Policy terminates without any cash surrender value. If the insured dies during
the grace period, the insurance proceeds will still be payable, but any due
and unpaid monthly deductions will be deducted from the proceeds.
Reinstatement. A terminated Policy may be reinstated anytime within 3 years
(5 years in Missouri) after the end of the grace period and before the Final
Date by submitting the following items to Metropolitan Life: (1) a written
application for reinstatement; (2) evidence of insurability satisfactory to
Metropolitan Life; and (3) a premium that, after the deduction of the premium
expense charges (see "Charges and Deductions-- Premium Expense Charges"), is
large enough to cover the monthly deductions for at least the two Policy
months commencing with the effective date of reinstatement.
Indebtedness on the date of termination will be cancelled and need not be
repaid and will not be reinstated. The amount of cash surrender value on the
date of reinstatement will be equal to two monthly deductions plus any amount
of net premiums paid at reinstatement in excess of the amount of premium
required above to reinstate the Policy.
The date of reinstatement will be the date of approval of the application
for reinstatement. The terms of the original Policy, including the insurance
rates provided therein, will apply to the reinstated Policy. A reinstated
Policy is subject to a new two year period of contestability (see "Other
Policy Provisions-- Incontestability").
CHARGES AND DEDUCTIONS
PREMIUM EXPENSE CHARGES
Sales Load. A charge (which may be deemed to be a sales load as defined in
the 1940 Act) is deducted from each premium payment received by Metropolitan
Life as described below. For Policies issued prior to May 1, 1996 or to or in
connection with a large group, the sales charge is up to 1% of premiums paid.
For Policies issued to or in connection with other groups on or after May 1,
1996, the sales charge may be up to 9% of premiums paid in each of the first
ten Policy years and up to 3% of premiums paid in each Policy year thereafter
until the total of such payments in each such Policy year equals the annual
target premium for that year. For these Policies, the sales charge is reduced
to 0% for payments made in excess of the annual target premium in any Policy
year. The actual sales charge varies based upon factors described under
"Variations in Charges."
29
<PAGE>
The amount of the sales load from the premium expense charge in any Policy
year cannot be specifically related to actual sales expenses for that year,
which include any sales compensation and costs of prospectuses, other sales
material and advertising. To the extent that sales expenses are not recovered
from the charges for sales load, such expenses will be recovered from other
sources, including any excess accumulated charges for mortality and expense
risks under the Policies, any other gains attributable to operations with
respect to the Policies and Metropolitan Life's general assets and surplus.
Metropolitan Life does not anticipate that all its total sales expenses will
be recovered from the sales charges. In no case will the premium expense
charge exceed any maximum imposed by state insurance law including that of New
York State. This may necessitate reduced premium expense charges, particularly
at certain higher issue ages.
Administrative Charge. An administrative charge of up to 1.05% of premiums
paid is deducted from all premium payments.
The administrative charge is used to compensate Metropolitan Life for
expenses incurred in administering, issuing and underwriting the Policy. These
expenses include the cost of processing applications, conducting medical
examinations, determining insurability and the insured's risk class, and
establishing policy records. Metropolitan Life does not expect to derive a
profit from this charge.
The administrative charge is reduced by 1% on the portion of any premiums
paid in a Policy year which exceeds the target premium (see "Definitions").
Tax Charges. Two charges are currently made for taxes related to premiums.
These taxes include any federal, state or local taxes measured by or based on
the amount of premiums received by Metropolitan Life. A charge of 1.2% of each
premium payment is made for the purpose of recovering a portion of the federal
income taxes of Metropolitan Life that is determined by the amount of premiums
received in connection with the Policy ("DAC tax charge"). MetLife represents
that this charge is reasonable in relation to MetLife's increased federal
income tax burden under the Internal Revenue Code resulting from receipt of
premiums. An additional charge is made for state premium taxes of 2.25% of
each premium payment. Premium taxes vary from state to state, and may be zero
in some cases. The 2.25% rate approximates the average tax rate expected to be
paid on premiums from all states.
TRANSFER CHARGE
At the present time, a charge of $25 will be assessed against the cash value
of a Policy when amounts are transferred among the investment divisions of the
Separate Account and between the investment divisions and the Fixed Account
more than six times in any Policy year. There is no charge for any transfer
made pursuant to a systematic investment strategy. In addition transfers made
pursuant to any systematic investment strategy are not included in the six
charge-free transfers permitted each Policy year (see "Systematic Investment
Strategies"). Metropolitan Life reserves the right in the future to assess a
charge against all transfers. The charge will be allocated among the Fixed
Account and each investment division of the Separate Account from which
amounts are transferred in the same proportion that the amounts transferred
from the Fixed Account and the amounts transferred from each investment
division bear to the total amount transferred, when the requested transfer is
effected. Thus, for example, if a request is received for a transfer of $100,
cash value in the amount of $100 will be deducted from the particular
investment division(s), with $100 being transferred to the requested new
investment division(s). The $25 would be deducted based on the cash value in
each investment division from which amounts are transferred at the time of the
transfer. Transfers resulting from Policy loans and loan repayments will not
be charged and will not count against the six charge-free transfers in a
Policy year. In addition, during the first 24 Policy months, a complete
transfer of all amounts in the investment divisions of the Separate Account to
the Fixed Account will not be charged and will not count as one of the six
charge-free transfers in a Policy year (see "Policy Rights--Exchange
Privilege").
MONTHLY DEDUCTION FROM CASH VALUE
The monthly deduction from cash value includes the cost of term insurance
charge, the charge for any accidental death benefit rider or disability waiver
rider (see "Policy Benefits--Optional Insurance Benefits") and the charge for
mortality and expense risks. The cost of term insurance charge and the charge
for mortality and expense risks are discussed separately in the paragraphs
that follow. The monthly deduction will also include a charge for requested
increases in the death benefit for the month in which the increase occurs, as
discussed more fully under "Policy Benefits--Increases".
The monthly deduction will be deducted as of each monthly anniversary
commencing with the Date of Policy. The monthly deduction (excluding the
monthly mortality and expense risk charge) will be allocated among the Fixed
Account and each investment division of the Separate Account on a Pro Rata
Basis. The monthly mortality and expense risk charge will be allocated
proportionally to values in each investment division of the Separate Account.
See "Payment
30
<PAGE>
and Allocation of Premiums--Issuance of a Policy", regarding when insurance
coverage starts under a newly issued Policy.
Cost of Term Insurance. Because the cost of term insurance depends upon a
number of variables, it can vary from month to month. Metropolitan Life will
determine the monthly cost of term insurance charge by multiplying the
applicable cost of term insurance rate or rates by the term insurance amount
for each Policy month. The term insurance amount for a Policy month is (a) the
death benefit at the beginning of the Policy month divided by 1.0032737 (a
discount factor to account for return deemed to be earned during the month),
less (b) the cash value at the beginning of the Policy month.
The term insurance amount may be affected by changes in the cash value or in
the specified face amount of the Policy and will be greater for owners who
have selected Death Benefit Option B or C than for those who have selected
Death Benefit Option A (see "Policy Benefits--Death Benefits"), assuming the
same specified face amount in each case, assuming no withdrawals have been
made and assuming that the minimum death benefit is not in effect. Since the
death benefit under Option A remains constant while the death benefit under
Options B and C vary with the cash value and premiums paid, respectively
(assuming no withdrawals have been made from the Policy), all cash value
increases will generally reduce the term insurance amount under Option A but
not under Option B or C. However, the term insurance amount under Option C
will generally be reduced by cash value increases resulting from investment
experience or interest credited. If the term insurance amount is greater, the
cost of insurance will be greater. If the minimum death benefit is in effect
(see "Death Benefit Options--Minimum Death Benefit"), then the cost of term
insurance may vary directly with the cash value under all death benefit
options.
The cost of term insurance is zero after the Final Date.
If more than one rate class is in effect under a Policy (see "Rate Class"),
the cost of term insurance will decrease if a Policy owner converts from
Option A to Option B or C and will increase if a Policy owner converts from
Option B or C to Option A.
Cost of Term Insurance Rate. Cost of term insurance rates are based on the
sex (except in Montana and Massachusetts, and in the case of Policies sold in
connection with certain corporate sponsored plans), age, underwriting and rate
class of the insured. The actual monthly cost of term insurance rates will be
based on Metropolitan Life's expectations as to future experience. They will
not, however, be greater than the guaranteed cost of term insurance rates set
forth in the Policy. These guaranteed rates are based on certain of the 1980
Commissioners Standard Ordinary Mortality Tables and the insured's sex (except
where unisex is required, as noted above), and age. The Tables used for this
purpose set forth different mortality estimates for males and females (except
as qualified above). Any change in the cost of term insurance rates will apply
to all persons of the same insuring age, sex (except as qualified above),
underwriting and rate class whose Policies have been in force for the same
length of time. Metropolitan Life reviews its cost of term insurance rates
periodically and may adjust the rates from time to time.
Underwriting Class. The underwriting class of an insured affects the cost of
term insurance rate. There are three underwriting classes: Guaranteed Issue,
Simplified Underwriting, and Full Underwriting. Generally, Guaranteed Issue
rates are greater than or equal to Simplified Issue rates. Simplified Issue
rates are greater than or equal to Full Underwriting rates. Because only
limited underwriting information is obtained in Guaranteed Issue and
Simplified Underwriting, issuances of Policies under these underwriting
classes may present additional mortality cost to Metropolitan Life relative to
those issued under Full Underwriting and therefore result in higher cost of
term insurance rates for the Policy.
Rate Class. The rate class of an insured affects the cost of term insurance
rate. Metropolitan Life currently places insureds into a standard rate class
or rate classes involving a higher mortality risk. For Ages 20 and over, each
such rate class may be further divided into a smoker division and a nonsmoker
division. In an otherwise identical Policy, insureds in the standard rate
class will have a lower cost of term insurance than those in the rate class
with the higher mortality risk. Also, those insureds in the nonsmoker division
of a rate class will have a lower cost of term insurance than those in the
smoker division of the same rate class. In addition, females will have a lower
cost of term insurance than males in the same rate class (except in Montana
and Massachusetts, and in the case of Policies sold in connection with certain
corporate sponsored plans).
If a Policy owner requests a specified face amount increase at a time when
the insured is in a less favorable rate class or division than previously, a
correspondingly higher cost of insurance rate will apply to that portion of
the underwritten term insurance amount attributable to the increase. On the
other hand, if the insured's rate class or division improves, the lower cost
of insurance rate will apply to the entire underwritten term insurance amount.
31
<PAGE>
Charge for Mortality and Expense Risks. A monthly charge currently
equivalent to an effective annual rate of up to .60% (up to .30% after the
ninth policy year) of the monthly Policy cash value in the Separate Account is
imposed to compensate Metropolitan Life for its assumption of certain
mortality and expense risks and is guaranteed not to exceed an effective
annual rate of .90%. Because the Policies have been offered only since 1993,
the reduced current mortality and expense risk charge after the ninth Policy
year has not yet taken effect as to any Policy.
The mortality risk assumed is that insureds may live for a shorter period of
time than estimated (i.e., the period of time based on the appropriate 1980
Commissioners Standard Ordinary Mortality Table) and, thus, a greater amount
of death benefits than expected will be payable. The expense risk assumed is
that expenses incurred in issuing and administering the Policies will be
greater than estimated. Metropolitan Life will realize a gain if the charges
prove ultimately to be more than sufficient to cover its actual costs of such
mortality and expense commitments. If the charges are not sufficient, the loss
will fall on Metropolitan Life. If its estimates of future mortality and
expense experience are accurate, Metropolitan Life anticipates that it will
realize a profit from the mortality and expense risk charge; however if such
estimates are inaccurate, Metropolitan Life could incur a loss.
VARIATIONS IN CHARGES
Sales and/or administrative charges may vary by group. Variations will
depend upon the anticipated sales and/or administrative costs associated,
respectively, with the sale of the Policy to the group or individuals
associated with the group. Similarly, the charge for mortality and expense
risks may vary by group. Variations in this charge will depend upon the nature
of the group and individuals associated with the group. For example, if
Metropolitan Life anticipates that, because of the nature of the group and
individuals associated with the group, there is a greater risk that the
mortality and expense charges that could be made under the Policies would be
insufficient to cover actual mortality and expense costs, the mortality and
expense risk charge would be higher.
Variations in the charges will be made in accordance with Metropolitan
Life's established and uniformly applied administrative procedures that are in
effect at the time of the application for the Policy. Factors considered by
Metropolitan Life in determining charges include, but are not limited to, the
following: the nature of the group and its organizational framework; the
method by which sales will be made to the individuals associated with the
group; the facility with which premiums will be paid; the group's capabilities
with respect to administrative tasks; the anticipated persistency of the
Policies; the size of the group and the number of years it has been in
existence; and the aggregate amount of premiums expected to be paid on
Policies owned by the group or individuals associated with the group. Any
variations in charges will be reasonable and will not be unfairly
discriminatory to the interests of any Policy owner.
CHARGES AGAINST THE SEPARATE ACCOUNT
Charge for Income Taxes. Currently, no charge is made against the Separate
Account for income taxes. However, Metropolitan Life may decide to make such a
charge in the future (see "Federal Tax Matters--Taxation of Metropolitan
Life").
GUARANTEE OF CERTAIN CHARGES
Metropolitan Life guarantees, and may not increase, the charges deducted
from premiums with respect to the Policies.
OTHER CHARGES
Fund Investment Management Fee and Other Expenses. Shares of the Fund are
purchased for the Separate Account at their net asset value. The net asset
value of Fund shares is determined after deduction of the fee paid by the Fund
at the annual rate of .25% (.75% for the International Stock Portfolio and the
Aggressive Growth Portfolio) of the average daily value of the aggregate net
assets of the portfolios for the investment management services provided by
Metropolitan Life, as described more fully under "What are Separate Account
UL, the Fixed Account and the Metropolitan Series Fund?", page 5 and in the
attached prospectus for the Fund. The net asset value of Fund shares also
reflects the deduction of direct expenses from the assets of the Fund as more
fully described in the attached prospectus for the Fund.
ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES AND ACCUMULATED PREMIUMS
The tables in this section illustrate the way in which a Policy's death
benefit and cash value could vary over an extended period of time assuming
that all premiums are allocated to and remain in the Separate Account for the
entire period shown and hypothetical gross investment rates of return for the
Fund (i.e., investment income and capital gains and losses, realized or
unrealized) equivalent to constant gross (after tax) annual rates of 0%, 6%
and 12%. The tables
32
<PAGE>
are based on the payment of annual planned premiums (see "Premiums--Premium
Limitations," page 27), for a specified face amount of $100,000 for males aged
35 and 50. Each illustration assumes that the insured is in Metropolitan
Life's standard nonsmoker full underwriting risk classification. Illustrations
for an insured in Metropolitan Life's standard smoker full underwriting risk
classification would show, for the same age and premium payments, lower cash
values and, therefore, for the minimum death benefit and death benefit Option
B, lower death benefits. Illustrations for an insured in Metropolitan Life's
Simplified Issue or Guaranteed Issue classifications would generally show, for
the same age, smoking class, rating class and premium payments, lower cash
values than the corresponding full underwriting illustration.
The death benefits and cash values would be different from those shown if
the actual gross investment rates of return averaged 0%, 6% or 12% over a
period of years, but fluctuated above or below such averages for individual
policy years. The values would also be different depending on the allocation
of a Policy's total cash value among the investment divisions of the Separate
Account, if the actual rates of return averaged 0%, 6% or 12% but the rates
for each portfolio of the Fund varied above and below such averages.
The amounts shown for the death benefits and cash values take into account
the deductions from premiums and the monthly deduction from cash value and the
daily charge to the Fund for investment management services equivalent to an
annual rate of .392857% of the average daily value of the aggregate net assets
of the Fund (an average of the five available portfolios of the Fund that have
an investment management fee of .25% and the two portfolios that have an
investment management fee of .75%) and .118600% for direct Fund expenses (the
average daily rate of such expenses for the entire Fund in 1995). (See
"Charges and Deductions.")
The guaranteed maximum charges illustrations assume: (1) a cost of insurance
charge rate equal to 100% of the maximum rates that could be charged based on
the 1980 Commissioners Standard Ordinary Mortality tables; (2) a sales charge
of 9% of premiums paid up to one target premium in each of the first ten
Policy years and 3% of premiums paid up to one target premium in each Policy
year thereafter; (3) an administrative charge of 1.05% of premiums paid up to
one target premium and .05% thereafter; (4) a 1.2% DAC tax charge; (5) a 2.25%
state premium tax charge; and (6) a mortality and expense risk charge of .90%
of the average daily value of the assets in the Separate Account attributable
to the Policies.
The current charges illustrations assume: (1) the current cost of insurance
charge rate; (2) a sales charge of 9% of premiums paid up to one target
premium in each of the first ten Policy years and 3% of premiums paid up to
one target premium in each Policy year thereafter; (3) an administrative
charge of 1.05% of premiums paid up to one target premium and .05% thereafter;
(4) a 1.2% DAC tax charge; (5) a 2.25% state premium tax charge; and (6) a
mortality and expense risk charge of .60% (.30% after the ninth Policy year)
of the average daily value of the assets in the Separate Account attributable
to the Policies.
The tables are based on a minimum death benefit calculation using the
Guideline Premium/Cash Value Corridor test. Certain tables have been footnoted
to indicate differences in total cash value and total death benefit that arise
when the Cash Value Accumulation test rather than the Guideline Premium/Cash
Value Corridor test is used to determine minimum death benefit (see "Death
Benefit Options--Minimum Death Benefit"). In general the death benefit
calculated using the Cash Value Accumulation test will be equal to or greater
than the death benefit calculated using the Guideline Premium/Cash Value
Corridor test.
Taking account of the charge for investment management services and other
Fund expenses, the gross annual investment rates of return of 0%, 6% and 12%
correspond to actual (or net) annual rates of: -. %, % and %,
respectively.
The hypothetical returns shown in the tables do not reflect any charges for
income taxes against the Separate Account since no such charges are currently
made. However, if in the future such charges are made, in order to produce the
death benefits and cash values illustrated, the gross annual investment rate
of return would have to exceed 0%, 6% or 12% by a sufficient amount to cover
the tax charges. (See "Federal Tax Matters--Taxation of Metropolitan Life".)
The second column of the tables shows the amount which would accumulate if
an amount equal to the annual planned premium were invested to earn interest,
after taxes, at 5% compounded annually.
Upon request, Metropolitan Life will furnish an illustration reflecting the
proposed insured's age, sex, the specified face amount or premium amount
requested, frequency of planned periodic premium payments, death benefit
option selected and any available rider requested. When the yearly renewable
term rider is available, an additional illustration may be requested showing
the effect on Policy benefits of obtaining a portion of the coverage under
such rider.
33
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION A
GUARANTEED MAXIMUM CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN RATES OF RETURN OF
END OF ACCUMULATED ----------------------- -----------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- -------------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 ............ 100,000 100,000 100,000
2 ............ 100,000 100,000 100,000
3 ............ 100,000 100,000 100,000
4 ............ 100,000 100,000 100,000
5 ............ 100,000 100,000 100,000
6 ............ 100,000 100,000 100,000
7 ............ 100,000 100,000 100,000
8 ............ 100,000 100,000 100,000
9 ............ 100,000 100,000 100,000
10 ............ 100,000 100,000 100,000
15 ............ 100,000 100,000 100,000
20 ............ 100,000 100,000 100,000
25 ............ 100,000 100,000 100,000*
30 ............ 100,000 100,000
</TABLE>
- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.
* If the Cash Value Accumulation test had been used, the following changes
would apply:
<TABLE>
<CAPTION>
CASH DEATH
YR. VALUE YR. BENEFIT
--- ----- --- -------
<S> <C> <C> <C>
25 .............. 25 .....................
30 .............. 30 .....................
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
34
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION B
GUARANTEED MAXIMUM CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN RATES OF RETURN OF
END OF ACCUMULATED ------------------------------------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- ------- --------------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 ............
2 ............
3 ............
4 ............
5 ............
6 ............
7 ............
8 ............
9 ............
10 ............
15 ............
20 ............
25 ............
30 ............
</TABLE>
- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
(3) Zero values in cash value and death benefit indicate termination of
insurance coverage in the absence of a sufficient additional premium
payment; see "Payment and Allocation of Premiums--Termination" for further
details.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
35
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION C
GUARANTEED MAXIMUM CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN RATES OF RETURN OF
END OF ACCUMULATED ------------------------------------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- ------- --------------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1........
2........
3........
4........
5........
6........
7........
8........
9........
10........
15........
20........
25........
30........
</TABLE>
- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
(3) Zero values in cash value and death benefit indicate termination of
insurance coverage in the absence of a sufficient additional premium
payment; see "Payment and Allocation of Premiums--Termination" for further
details.
* If the Cash Value Accumulation test had been used, the following changes
would apply:
<TABLE>
<CAPTION>
CASH DEATH
YR. VALUE YR. BENEFIT
--- ----- --- -------
<S> <C> <C> <C>
30 ....................30 ......................
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
36
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION A
CURRENT CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN RATES OF RETURN OF
END OF ACCUMULATED ----------------------- -----------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 ............ 100,000 100,000 100,000
2 ............ 100,000 100,000 100,000
3 ............ 100,000 100,000 100,000
4 ............ 100,000 100,000 100,000
5 ............ 100,000 100,000 100,000
6 ............ 100,000 100,000 100,000
7 ............ 100,000 100,000 100,000
8 ............ 100,000 100,000 100,000
9 ............ 100,000 100,000 100,000
10 ............ 100,000 100,000 100,000
15 ............ 100,000 100,000 100,000
20 ............ 100,000 100,000 100,000*
25 ............ 100,000 100,000
30 ............ 100,000 100,000
</TABLE>
- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.
* If the Cash Value Accumulation test had been used, the following changes
would apply:
<TABLE>
<CAPTION>
CASH DEATH
YR. VALUE YR. BENEFIT
--- ----- --- -------
<S> <C> <C> <C>
20 ................ 20 ................
25 ................ 25 ................
30 ................ 30 ................
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
37
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION B
CURRENT CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN RATES OF RETURN OF
END OF ACCUMULATED ----------------------- ------------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 ......
2 ......
3 ......
4 ......
5 ......
6 ......
7 ......
8 ......
9 ......
10 ......
15 ......
20 ......
25 ......
30 ......
</TABLE>
- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
* If the Cash Value Accumulation test had been used, the following changes
would apply:
<TABLE>
<CAPTION>
CASH DEATH
YR. VALUE YR. BENEFIT
--- ----- --- -------
<S> <C> <C> <C>
30 .............. 30 ......................
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
38
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 35
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION C
CURRENT CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN RATES OF RETURN OF
END OF ACCUMULATED ----------------------- ------------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 .....................
2 .....................
3 .....................
4 .....................
5 .....................
6 .....................
7 .....................
8 .....................
9 .....................
10 .....................
15 .....................
20 .....................
25 .....................
30 .....................
</TABLE>
- -------
(1) Assumes annual planned premium payments of $1,000 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.
* If the Cash Value Accumulation test had been used, the following changes
would apply:
<TABLE>
<CAPTION>
CASH DEATH
YR. VALUE YR. BENEFIT
--- ----- --- -------
<S> <C> <C> <C>
20 .............. 20 ......................
25 .............. 25 ......................
30 .............. 30 ......................
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
39
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION A
GUARANTEED CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN RATES OF RETURN OF
END OF ACCUMULATED ------------------------------- -----------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- --------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 ............ 100,000 100,000 100,000
2 ............ 100,000 100,000 100,000
3 ............ 100,000 100,000 100,000
4 ............ 100,000 100,000 100,000
5 ............ 100,000 100,000 100,000
6 ............ 100,000 100,000 100,000
7 ............ 100,000 100,000 100,000
8 ............ 100,000 100,000 100,000
9 ............ 100,000 100,000 100,000
10 ............ 100,000 100,000 100,000
15 ............ 100,000 100,000 100,000
20 ............ 100,000 100,000
25 ............ 100,000
30 ............ 100,000
</TABLE>
- -------
(1) Assumes annual planned premium payments of $2,500 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.
(4) Zero values in cash value and death benefit indicate termination of
insurance coverage in the absence of a sufficient additional premium
payment; see "Payment and Allocation of Premiums--Termination" for further
details.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
40
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION B
GUARANTEED MAXIMUM CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN RATES OF RETURN OF
END OF ACCUMULATED ----------------------- ------------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 ............
2 ............
3 ............
4 ............
5 ............
6 ............
7 ............
8 ............
9 ............
10 ............
15 ............
20 ............
25 ............
30 ............
</TABLE>
- -------
(1) Assumes annual planned premium payments of $2,500 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
(3) Zero values in cash value and death benefit indicate termination of
insurance coverage in the absence of a sufficient additional premium
payment; see "Payment and Allocation of Premiums--Termination" for further
details.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
41
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION C
GUARANTEED MAXIMUM CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN OF RATES OF RETURN OF
END OF ACCUMULATED ----------------------- -----------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1..............
2..............
3..............
4..............
5..............
6..............
7..............
8..............
9..............
10..............
15..............
20..............
25..............
30..............
</TABLE>
- -------
(1) Assumes annual planned premium payments of $2,500 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
(3) Zero values in cash value and death benefit indicate termination of
insurance coverage in the absence of a sufficient additional premium
payment; see "Payment and Allocation of Premiums--Termination" for further
details.
(4) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
42
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION A
CURRENT CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN OF RATES OF RETURN OF
END OF ACCUMULATED ----------------------- -----------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1............. 100,000 100,000 100,000
2............. 100,000 100,000 100,000
3............. 100,000 100,000 100,000
4............. 100,000 100,000 100,000
5............. 100,000 100,000 100,000
6............. 100,000 100,000 100,000
7............. 100,000 100,000 100,000
8............. 100,000 100,000 100,000
9............. 100,000 100,000 100,000
10............. 100,000 100,000 100,000
15............. 100,000 100,000 100,000
20............. 100,000 100,000
25............. 100,000
30............. 100,000
</TABLE>
- -------
(1) Assumes annual planned premium payments of $2,500 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit"for further details.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
43
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION B
CURRENT CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN OF RATES OF RETURN OF
END OF ACCUMULATED ----------------------- -----------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 ............
2 ............
3 ............
4 ............
5 ............
6 ............
7 ............
8 ............
9 ............
10 ............
15 ............
20 ............
25 ............
30 ............
</TABLE>
- -------
(1) Assumes annual planned premium payments of $2,500 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
44
<PAGE>
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 50
STANDARD NONSMOKER FULL UNDERWRITING RISK
SPECIFIED FACE AMOUNT: $100,000--DEATH BENEFIT OPTION C
CURRENT CHARGES
<TABLE>
<CAPTION>
TOTAL CASH VALUE(2) TOTAL DEATH BENEFIT(2)
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
PREMIUMS RATES OF RETURN OF RATES OF RETURN OF
END OF ACCUMULATED ----------------------- -----------------------
POLICY AT 5% INTEREST
YEAR PER YEAR 0% 6% 12% 0% 6% 12%
------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 .............
2 .............
3 .............
4 .............
5 .............
6 .............
7 .............
8 .............
9 .............
10 .............
15 .............
20 .............
25 .............
30 .............
</TABLE>
- -------
(1) Assumes annual planned premium payments of $2,500 paid in full at
beginning of each Policy year. The values would vary from those shown if the
amount or frequency of payments varies.
(2) Assumes no policy loan or partial withdrawal has been made. Excessive
loans or withdrawals, adverse investment performance or insufficient premium
payments may cause the Policy to terminate because of insufficient cash
value.
(3) Minimum death benefit applies; see "Death Benefit Options--Minimum Death
Benefit" for further details.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE PREMIUM AND CASH VALUE ALLOCATIONS MADE BY AN OWNER AND THE
DIFFERENT RATES OF RETURN OF THE FUND PORTFOLIOS. THE DEATH BENEFIT AND CASH
VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY
PREMIUMS WERE ALLOCATED OR CASH VALUE TRANSFERRED TO THE FIXED ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY METROPOLITAN LIFE OR THE FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
45
<PAGE>
POLICY RIGHTS
The description of rights under the Policy set forth below assumes that no
riders are in effect. See the Appendix to Prospectus for a discussion of how
these rights may be affected by certain riders under the Policy.
LOAN PRIVILEGES
Policy Loan. At any time, the Policy owner may borrow money from
Metropolitan Life using the Policy as the only security for the loan. The
smallest amount the Policy owner can borrow at any one time is $250. The
maximum amount that may be borrowed at any time is the loan value. The loan
value equals the cash surrender value less two monthly deductions or, if
greater, 75% (90% for Policies issued in Virginia or Maryland) of the cash
surrender value (or, in Texas, the Policy's cash surrender value less two
monthly deductions or 100% of the cash surrender value in the Fixed Account
and 75% of the cash surrender value in the separate account, if greater). For
situations where a Policy loan may be treated as a taxable distribution, see
"Federal Tax Matters."
Allocation of Policy Loan. Metropolitan Life will allocate a Policy loan
among the Fixed Account and the investment divisions of the Separate Account
on a Pro Rata Basis.
Interest. Loan interest is charged daily at the rate Metropolitan Life sets
from time to time. This rate will never be more than the maximum allowed by
law and will not change more often than once a year on the anniversary of the
date of the Policy.
The rate of interest Metropolitan Life sets for a Policy year may not be
more than the higher of:
(a) The Published Monthly Average for the calendar month ending 2 months
before the start of the Policy year; and
(b) The rate Metropolitan Life uses to compute the guaranteed cash value
of the Policy for the Policy year, plus no more than 1%.
The Published Monthly Average means:
(a) Moody's Corporate Bond Yield Average Monthly Average Corporates, as
published by Moody's Investors Service, Inc. or any successor to that
service; or
(b) If that average is no longer published, a substantially similar
average, established by regulation issued by the Insurance Supervisory
official of the state in which the Policy is delivered.
If the maximum limit for a Policy year is at least 1/2% higher than the rate
set for the prior Policy year, Metropolitan Life may increase the rate to no
more than that limit. If the maximum limit for a Policy year is at least 1/2%
lower than the rate set for the prior Policy year, Metropolitan Life will
reduce the rate to at least that limit.
When a loan is made, Metropolitan Life will inform the Policy owner of the
initial rate applicable to that loan. Metropolitan Life will mail the Policy
owner advance notice if there is to be an increase in the rate applicable to
an existing loan. The interest charged on a Policy loan accrues daily.
Interest payments are due at the end of each Policy year. If unpaid within
31 days after it is due, interest will be treated as a new loan subject to the
interest rates applicable at that time and an amount equal to such interest
due will be transferred from the Fixed Account and the investment divisions of
the Separate Account on a Pro Rata Basis to the Policy Loan Account.
The Tax Reform Act of 1986 phased out the consumer interest deduction for
federal income tax purposes. Thus, for individuals, interest paid to
Metropolitan Life in connection with Policy loans used for consumer purposes
is no longer deductible.
The Tax Reform Act of 1986 also changed the law with respect to the
deductibility of interest on policyholder loans on life insurance policies
owned by businesses. In the case of life insurance policies owned by a
taxpayer covering the
46
<PAGE>
life of an individual who is an officer or employee, or is financially
interested in the taxpayer's trade or business, the interest paid on the
policy loan is not deductible to the extent that the aggregate indebtedness,
under all the policies covering such person, exceeds $50,000. Proposed
legislation would phase out such deductions for Policy loan interest both as
to new and already outstanding Policies. Counsel and other competent advisors
should be consulted with respect to the deductibility of Policy loan interest
for income tax purposes. See "Federal Tax Matters."
Effect of a Policy Loan. As of the Date of Receipt of the loan request, cash
value equal to the portion of the Policy loan allocated to the Fixed Account
and to each investment division will be transferred from the Fixed Account
and/or such investment divisions to a Policy Loan Account within the General
Account, reducing the Policy's cash value in the accounts from which the
transfer was made.
Cash value in the Policy Loan Account equal to indebtedness will be credited
with interest at a rate equal to the loan rate charged less a percentage
charge, based on expenses associated with Policy loans, determined by
Metropolitan Life. This percentage charge will not exceed 2%. In any event the
minimum rate credited to the Policy Loan Account will be 4% per year. NO
ADDITIONAL INTEREST WILL BE CREDITED TO THE CASH VALUE IN THE POLICY LOAN
ACCOUNT, NOR WILL THE CASH VALUE IN THE POLICY LOAN ACCOUNT PARTICIPATE IN ANY
INVESTMENT EXPERIENCE APPLICABLE TO THE SEPARATE ACCOUNT.
The Policy's cash value in the Policy Loan Account will be the outstanding
indebtedness on the valuation date plus any interest credited to the Policy
Loan Account which has not yet been allocated to the Fixed Account or the
investment divisions of the Separate Account as of the Valuation Date.
Interest credited to amounts in the Policy Loan Account will be allocated at
least once a year among the Fixed Account and the investment divisions of the
Separate Account in the same proportion as the net premiums are then being
allocated.
Indebtedness. Indebtedness equals the outstanding Policy loan plus accrued
interest thereon. If, on a monthly anniversary, indebtedness exceeds the cash
value minus the monthly deduction, Metropolitan Life will notify the Policy
owner and any assignee of record. If a sufficient payment is not made to
Metropolitan Life within 61 days from the monthly anniversary, the Policy will
terminate without value. The Policy may, however, later be reinstated, subject
to certain conditions (see "Policy Termination and Reinstatement.")
Repayment of Indebtedness. Indebtedness may be repaid any time before the
Final Date while the insured is living. The minimum repayment is $25. If not
repaid, Metropolitan Life will deduct indebtedness from any amount payable
under the Policy. As of the Date of Receipt of the repayment, the Policy's
cash value in the Policy Loan Account securing indebtedness will be allocated
among the Fixed Account and the investment divisions of the Separate Account
in the same proportion that net premiums are being allocated to those accounts
at the time of repayment, except any amount borrowed from the Fixed Account
will be repaid to the Fixed Account first. The Policy owner should designate
whether a payment is intended as a loan repayment or a premium payment. Any
payment for which no designation is made will be treated as a premium payment.
SURRENDER AND WITHDRAWAL PRIVILEGES
Subject to the limitations set forth below, at any time before the earlier
of the death of the insured and the Final Date, the Policy owner may make a
partial withdrawal or totally surrender the Policy by sending a written
request to Metropolitan Life. The maximum amount available for surrenders or
withdrawal is the cash surrender value on the Date of Receipt of the request.
For any tax consequences in connection with a partial withdrawal or surrender,
see "Federal Tax Matters."
Surrenders. The Policy owner may surrender the Policy for its cash surrender
value. If the Policy is being surrendered, Metropolitan Life may require that
the Policy itself be returned along with the request. A Policy owner may elect
to have the proceeds paid in a single sum or applied under an optional income
plan (see "Appendix to Prospectus.") If the insured dies after the surrender
of the Policy and payment to the Policy owner of the cash surrender value but
before the end of the Policy month in which the surrender occurred, a death
benefit will be payable to the beneficiary in an amount equal to the
difference between the Policy's death benefit and cash value, both computed as
of the surrender date.
Partial Withdrawals. The Policy owner may make a partial withdrawal from the
Policy's cash surrender value. The minimum partial withdrawal is $250. There
is no charge for a partial withdrawal. The amount withdrawn will be deducted
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from the Policy's cash value as of the Date of Receipt. The amount will be
deducted from the Fixed Account and the investment divisions of the Separate
Account on a Pro Rata Basis.
When death benefit Option A is in effect, any partial withdrawal will reduce
the specified face amount, and thus the death benefit, by the amount
withdrawn. When death benefit Option B is in effect, the amount withdrawn will
not reduce the specified face amount. When death benefit Option C is in
effect, the amount withdrawn will not reduce the specified face amount, except
by the amount that cumulative withdrawals exceed cumulative premiums paid. The
death benefit will be reduced under Option B or C by the amount withdrawn. If
increases in the specified face amount previously have occurred, a partial
withdrawal when Death Benefit Option A is in effect will reduce the specified
face amount in the same manner as would a direct request by the Policy owner
to reduce the specified face amount (see "Policy Benefits--Decreases"). A
decrease in the specified face amount may affect the Policy's status as a
modified endowment contract for tax purposes (see "Federal Tax Matters").
A Policy owner will not be permitted to make any partial withdrawal that
would reduce the specified face amount of the Policy below the Minimum Initial
Specified Face Amount in the first five Policy years or one-half the Minimum
Initial Specified Face Amount thereafter (see "Policy Benefits--Decreases"),
or that would result in total premiums paid exceeding the then current maximum
premium limitation determined by Internal Revenue Code Rules (see "Premiums--
Premium Limitations"). A partial withdrawal will also not be permitted unless
the resulting cash surrender value would be sufficient to pay at least two
monthly deductions. Any time a request for a partial withdrawal is received
that would reduce the specified face amount below the minimum face amount,
result in total premiums paid exceeding maximum premium limitations, or reduce
the cash surrender value below two monthly deductions, Metropolitan Life will
not implement the partial withdrawal request, but will contact the Policy
owner as to whether the request should be withdrawn or reduced to a smaller
amount or changed to a request for the full cash surrender value.
EXCHANGE PRIVILEGE
During the first 24 Policy months following the issuance of the Policy, the
Policy owner may exercise the Policy exchange privilege, which results in the
transfer at any one time of the entire amount in the Separate Account to the
Fixed Account, notwithstanding any charges on transfers described in
"Allocation of Premiums and Cash Value--Cash Value Transfers", and the
allocation of all future net premiums to the Fixed Account. This will, in
effect, serve as an exchange of the Policy for the equivalent of a flexible
premium fixed benefit life insurance policy. No charge will be imposed on such
transfer in exercising this exchange privilege. Moreover, the Policy owner may
subsequently transfer amounts back to one or more of the investment divisions
of the Separate Account at any time, within the limitations described in
"Allocation of Premiums and Cash Value--Cash Value Transfers".
In those states which require it, the Policy owner may also, during the
first 24 Policy months following the issuance of the Policy, without charge,
on one occasion exchange any Policy still in force for a flexible premium
fixed benefit life insurance policy issued by Metropolitan Life. Upon such
exchange, the Policy's cash value will be transferred to the General Account
of Metropolitan Life.
THE FIXED ACCOUNT
A Policy owner may allocate net premiums and transfer cash value to the
Fixed Account, which is part of the General Account of Metropolitan Life.
Because of exemptive and exclusionary provisions, interests in the Fixed
Account have not been registered under the Securities Act of 1933 and neither
the Fixed Account nor the General Account has been registered as an investment
company under the 1940 Act. Accordingly, neither the General Account, the
Fixed Account nor any interests therein are generally subject to the
provisions of these Acts and Metropolitan Life has been advised that the staff
of the Securities and Exchange Commission has not reviewed the disclosures in
this Prospectus relating to the Fixed Account. Disclosures regarding the Fixed
Account may, however, be subject to certain generally applicable provisions of
the Federal securities laws relating to the accuracy and completeness of
statements made in prospectuses.
GENERAL DESCRIPTION
This Prospectus is generally intended to serve as a disclosure document only
for the aspects of the Policy involving the Separate Account and contains only
selected information regarding the Fixed Account. For complete details
regarding the Fixed Account, see the Policy itself.
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The General Account consists of all assets owned by Metropolitan Life other
than those in the Separate Account and other legally-segregated separate
accounts. Subject to applicable law, Metropolitan Life has sole discretion
over the investment of the assets of the General Account, including those in
the Fixed Account. Unlike the assets of the Separate Account, the assets in
the Fixed Account, as a part of the General Account, are chargeable with
liabilities arising out of any other business of Metropolitan Life.
A Policy owner may elect to allocate net premiums to the Fixed Account or to
transfer cash value from the investment divisions of the Separate Account to
the Fixed Account. The allocation or transfer of funds to the Fixed Account
does not entitle a Policy owner to share in the investment experience of the
General Account. Instead, Metropolitan Life guarantees that cash value in the
Fixed Account will accrue interest at an effective annual rate of at least 4%,
independent of the actual investment experience of the General Account.
Metropolitan Life is not obligated to credit interest at any higher rate,
although Metropolitan Life may, in its sole discretion, do so. Any allocation
of net premium or cash value transfers to the Fixed Account will be subject to
Metropolitan Life's prior approval for each Owner whose cash value in the
Fixed Account is at least $60,000,000 in the aggregate for all of the Owner's
Policies. Without such approval, no further net premium may be allocated to
the Fixed Account and no cash value transfers to the Fixed Account will be
permitted.
FIXED ACCOUNT BENEFITS
The Policy owner may select death benefit Option A, B or C under the Policy
and may change such option or the Policy's specified face amount, subject to
satisfactory evidence of insurability where required and subject to all the
conditions and limitations applicable to such transactions generally (see
"Policy Benefits--Death Benefits").
FIXED ACCOUNT CASH VALUE
Net premiums allocated to the Fixed Account are credited to the Policy.
Metropolitan Life guarantees that interest credited to each Policy owner's
cash value in the Fixed Account will not be less than an effective annual rate
of at least 4% per year. Metropolitan Life may declare any rate of interest in
excess of 4% at any time to be credited to amounts of cash value in the Fixed
Account subject to the following conditions: Metropolitan Life will not change
the rate of excess interest on any premiums paid during any month of the year
before the first day of the same month of the subsequent year; thereafter,
Metropolitan Life will not change the rate of excess interest for a period of
twelve months from the date declared. Different rates of excess interest may
apply to premium payments made in different months of the year and at the end
of each twelve-month period, and different rates of excess interest may apply
to cash value related to premiums received in a given month of each prior
year. Transfers made into the Fixed Account will be treated as new premium
payments for these purposes.
The guaranteed and excess interest are credited each Valuation Date. Once
credited, that interest will be guaranteed and become part of the Policy's
cash value in the Fixed Account. The monthly deduction will be charged against
the most recent premiums paid and interest credited thereto.
ANY INTEREST METROPOLITAN LIFE CREDITS ON THE POLICY'S CASH VALUE IN THE
FIXED ACCOUNT IN EXCESS OF THE GUARANTEED RATE OF 4% PER YEAR WILL BE
DETERMINED IN THE SOLE DISCRETION OF METROPOLITAN LIFE. THE POLICY OWNER
ASSUMES THE RISK THAT INTEREST CREDITED TO AMOUNTS OF CASH VALUE IN THE FIXED
ACCOUNT MAY NOT EXCEED THE GUARANTEED MINIMUM RATE OF 4% PER YEAR. The cash
value in the Fixed Account will be calculated on each Valuation Date.
The Policy's cash value in the Fixed Account will reflect the amount and
frequency of premium payments allocated to the Fixed Account, the amount of
interest credited to amounts in the Fixed Account, any partial withdrawals,
any transfers from or to the investment divisions of the Separate Account, any
Policy indebtedness and any charges imposed on amounts in the Fixed Account in
connection with the Policy.
The portion of the monthly deduction attributable to the Fixed Account will
be determined as of the actual monthly anniversary, even if the monthly
anniversary does not fall on a Valuation Date.
TRANSFERS, WITHDRAWALS, SURRENDERS, AND POLICY LOANS
Amounts in the Fixed Account are subject to the same rights and limitations
as are amounts allocated to the investment divisions of the Separate Account
with respect to transfers, withdrawals, surrenders and Policy loans, except
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that the maximum amount that may be transferred or withdrawn from the Fixed
Account in any Policy year is the greater of $50.00 or 25% of the largest
amount in the Fixed Account over the last four Policy years. This limit does
not apply to a full surrender, or to any loans taken. See "Allocation of
Premiums and Cash Value--Cash Value Transfers;" "Loan Privileges," "Surrender
and Withdrawal Privileges".
Metropolitan Life reserves the right to delay transfers, withdrawals,
surrenders and the payment of the Policy loans allocated to the Fixed Account
for up to six months (see "Other Policy Provisions--Payment and Deferment").
Payments to pay premiums on another policy with Metropolitan Life will not be
delayed.
RIGHTS RESERVED BY METROPOLITAN LIFE
Metropolitan Life reserves the right to make certain changes if, in its
judgment, they would best serve the interests of the Policy owners or would be
appropriate in carrying out the purposes of the Policies. Any changes will be
made only to the extent and in the manner permitted by applicable laws. Also,
when required by law, Metropolitan Life will obtain Policy owner approval of
the changes and approval from any appropriate regulatory authority. Examples
of the changes Metropolitan Life may make include:
. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.
. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.
. To transfer any assets in any investment division to another investment
division, or to one or more separate accounts, or to the Fixed Account;
or to add, combine or remove investment divisions in the Separate
Account.
. To substitute, for the Fund shares held in any investment division, the
shares of another portfolio of the Fund or the shares of another
investment company or any other investment permitted by law.
. To change the way Metropolitan Life assesses charges, but without
increasing the aggregate amount charged to the Fixed Account and the
Separate Account in connection with the Policies.
. To make any other necessary technical changes in the Policy in order to
conform with any action the above provisions permit Metropolitan Life to
take.
If any of these changes result in a material change in the underlying
investments of an investment division to which the net premiums of a Policy
are allocated, Metropolitan Life will notify the Policy owner of such change,
and the owner may then make a new choice of investment divisions or the Fixed
Account without charge.
OTHER POLICY PROVISIONS
Owner. The Owner of a Policy is an employer, employer sponsored plan, or
other organization or an individual associated with such employer or
organization so designated in the application or as subsequently changed,
unless another Owner has been named in the application for the Policy. The
Owner is entitled to exercise all rights under a Policy while the insured is
alive, including the right to name a new Owner or a contingent Owner who would
become the Policy owner if the Owner should cease to exist before the insured
dies. The Policy owner may also designate another person or entity to exercise
rights under the Policy with the approval of Metropolitan Life.
Beneficiary. The beneficiary is the entity or entities and/or person or
persons to whom the insurance proceeds are payable upon the insured's death.
The owner may name a contingent beneficiary to become the beneficiary if all
the beneficiaries cease to exist while the insured is alive. If no beneficiary
or contingent beneficiary exists when the insured dies, the owner (or the
owner's estate, if applicable) will be the beneficiary. While the insured is
alive, the owner may change any beneficiary or contingent beneficiary.
If more than one beneficiary exists when the insured dies, they will be paid
in equal shares, unless the owner has chosen otherwise.
Incontestability. Metropolitan Life will not contest the validity of a
Policy after it has been in force during the insured's lifetime for two years
from the Date of Policy (or date of reinstatement if a terminated Policy is
reinstated). Metropolitan Life will not contest the validity of any increase
in the death benefit after such increase has been in force during the
insured's lifetime for two years from its effective date.
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Suicide. The insurance proceeds will not be paid if the insured commits
suicide, while sane or insane, within two years (one year in Colorado and
North Dakota) from the Date of Policy. Instead, Metropolitan Life will pay the
beneficiary an amount equal to all premiums paid for the Policy, without
interest, less any outstanding Policy loan and accrued loan interest and less
any partial cash withdrawal. If the insured commits suicide, while sane or
insane, more than two years after the Date of Policy but within two years (one
year in Colorado and North Dakota) from the effective date of any increase in
the death benefit, Metropolitan Life's liability with respect to such increase
will be limited to the cost thereof.
Age and Sex. If the insured's age or sex as stated in the application for a
Policy is not correct, benefits under a Policy will be adjusted to reflect the
correct age and sex.
Collateral Assignment. The owner may assign a Policy as collateral. All
rights under the Policy will be transferred to the extent of the assignee's
interest. Metropolitan Life is not bound by an assignment or release thereof,
unless it is in writing and is recorded at the Designated Office. Metropolitan
Life is not responsible for the validity of any assignment or release thereof.
Payment and Deferment. With respect to amounts in the investment divisions
of the Separate Account, payment of the death benefit, all or a portion of the
cash surrender value, free look proceeds or a loan will ordinarily be made
within seven days after the Date of Receipt of all documents required for such
payment. Metropolitan Life will pay interest on the amount of death benefit at
a rate which is currently 4% per year (or such higher rate as may be required
by state law) from the date of death until the date of payment of the death
benefit.
However, Metropolitan Life may defer the determination, application or
payment of any such amount or any transfer of cash value for any period during
which the New York Stock Exchange is closed (other than customary weekend and
holiday closings), for any period during which any emergency exists as a
result of which it is not reasonably practicable for Metropolitan Life to
determine the investment experience for a Policy or for such other periods as
the Securities and Exchange Commission may by order permit for the protection
of Policy owners, provided the delay is permitted under New York State
Insurance Law and regulations. Metropolitan Life will not defer a loan used to
pay premiums on other policies issued by it.
As with traditional life insurance, Metropolitan Life can delay payment of
the entire insurance proceeds or other Policy benefits if entitlement to
payment is being questioned or is uncertain.
Dividends. The Policies are nonparticipating. This means that they are not
eligible for dividends, and they do not participate in any distribution of
Metropolitan Life's surplus.
The description throughout this Prospectus of the features of the Policies
is subject to the specific terms of the Policies.
SALES AND ADMINISTRATION OF THE POLICIES
Metropolitan Life performs the sales and administrative services relating to
the Policies. The offices of Metropolitan Life which may administer the
Policies are located in New York and Iselin, New Jersey. Each Policy owner
will be notified which office will be the Designated Office for servicing the
Policy. Metropolitan Life may name different Designated Offices for different
transactions.
Metropolitan Life acts as the principal underwriter (distributor) of the
Policies as defined in the 1940 Act (see "Distribution of the Policies," page
52). In addition to selling insurance and annuities, Metropolitan Life also
serves as investment adviser to certain other advisory clients, and is also
principal underwriter for Metropolitan Tower Separate Accounts One and Two of
Metropolitan Tower Life Insurance Company, a wholly-owned subsidiary of
Metropolitan Life, and Metropolitan Life Separate Account E of Metropolitan
Life, each of which is registered as a unit investment trust under the 1940
Act. Finally, Metropolitan Life acts as principal underwriter for its flexible
premium multifunded life insurance policies and group variable universal life
insurance policies, premiums for which may also be allocated to the Separate
Account.
Bonding. The directors, officers and employees of Metropolitan Life are
bonded in the amount of $50,000,000, subject to a $5,000,000 deductible.
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DISTRIBUTION OF THE POLICIES
The Policies will be sold by individuals who are licensed life insurance
sales representatives, including salaried employees, who are also registered
representatives of Metropolitan Life, the principal underwriter of the
Policies. Metropolitan Life is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a broker-dealer and is
a member of the National Association of Securities Dealers, Inc. The Policies
may also be sold through other registered broker-dealers, including MetLife
Securities, Inc., a wholly owned broker-dealer subsidiary of Metropolitan
Life. Maximum commissions payable in Policy years one through ten will be 10%
of premiums paid up to the target premium and 0% of premiums paid above the
target premium in each of those Policy years. Maximum commissions payable in
policy years eleven and later will be 3% of premiums paid up to the target
premium and 0% of premiums paid above the target premium in each of those
Policy years. In particular circumstances, Metropolitan Life may also pay
these individuals for their administrative expenses.
In no case will total compensation exceed any maximum imposed by state
insurance law, including that of New York State. This may necessitate reduced
commissions, particularly at certain higher issue ages.
The compensation of the individuals is paid by Metropolitan Life and does
not result in any charges against the Policy in addition to those set forth
under "Charges and Deductions."
FEDERAL TAX MATTERS
The following description is a brief summary of some of the tax rules,
primarily related to federal income and estate taxes, which in the opinion of
Metropolitan Life are currently in effect.
TAXATION OF THE POLICY
The Policy receives the same federal income and estate tax treatment as
fixed benefit life insurance. The death benefit payable under any death
benefit option in the Policy is generally excludable from the gross income of
the beneficiary under Section 101 of the Internal Revenue Code ("Code") and
the Policy owner is not deemed to be in constructive receipt of the cash
values under the Policy until actual withdrawal or surrender. The tax results
are unclear if the Policy is continued beyond the Final Date. It is possible
that the Policy owner will be treated as being in constructive receipt of the
Policy cash surrender value after the Final Date and subject to tax. Policy
owners should consult with and rely on advice of a tax advisor if considering
continuing the Policy beyond the Final Date.
Under existing tax law, unless a Policy is a modified endowment contract as
discussed below, a Policy owner generally will be taxed on cash value
withdrawn from the Policy and cash value received upon surrender of the Policy
or on the Final Date. Under most circumstances, unless the distribution occurs
during the first 15 Policy years, only the amount withdrawn, received upon
surrender or distributed at the Final Date of a Policy that exceeds the total
premiums paid (less previous non-taxable withdrawals) will be treated as
ordinary income. During the first 15 Policy years, cash distributions from a
Policy, made as a result of a Policy change that reduces death benefits or
other benefits under a Policy, will be taxable to the Policy owner, under a
complex formula, to the extent that cash value exceeds premiums paid (less
previous non-taxable withdrawals).
However, if a Policy is part of a collateral assignment equity split dollar
arrangement with an employer, any increase in cash value may be taxable
annually. This type of arrangement involves premium advances by an employer
which are secured through a collateral assignment of the Policy. An individual
should consult with and rely on the advice of a tax advisor with respect to
any type of split dollar arrangement involving the Policy.
The United States Treasury Department has adopted regulations which set
diversification rules for the investments underlying the Policies, in order
for the Policies to be treated as life insurance. Metropolitan Life believes
that these diversification rules will be satisfied. There is a provision in
the regulations which allows for the correction of an inadvertent failure to
diversify. Failure to comply with the rules found in the regulations would
result in immediate taxation to Policy owners of all positive investment
experience credited to a Policy.
There is a possibility that regulations may be proposed or that a
controlling ruling may be issued in the future describing the extent to which
Policy owner control over allocation of cash value may cause Policy owners to
be treated
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as the owners of Separate Account assets for tax purposes. Metropolitan Life
reserves the right to amend the Policies in any way necessary to avoid any
such result.
Metropolitan Life also believes that loans received under the Policy will be
treated as indebtedness of an owner for federal tax purposes, and, unless the
Policy is totally surrendered, becomes a modified endowment contract as
described below or terminates, that no part of any loan received under a
Policy will constitute income to the Owner. A partial withdrawal may have tax
consequences depending on the circumstances of such withdrawal. If any portion
of a loan is not repaid prior to a surrender or cancellation of the Policy,
such unpaid portion will constitute income to the Owner to the extent it
exceeds the Owner's remaining investment in the Policy (premiums paid less
nontaxable withdrawals).
The Technical and Miscellaneous Revenue Act of 1988 amended the federal
income tax treatment of pre-death withdrawals from a class of life insurance
contracts referred to as modified endowment contracts. Unlike other life
insurance contracts, amounts received before death from a modified endowment
contract, including policy loans, are treated first as income (to the extent
of gain) and then as recovered investment. For purposes of determining the
amount includible in income, all modified endowment contracts issued by the
same company (or affiliate) to the same policyholder during any calendar year
will be treated as one modified endowment contract. Finally, an additional 10%
income tax is generally imposed on the taxable portion of amounts received
before age 59 1/2 under a modified endowment contract.
In general, a modified endowment contract is a life insurance contract
entered into or materially changed after June 20, 1988 that fails to meet a
"7-pay test". Under the 7-pay test, if the amount of premiums paid under the
life insurance contract at any time during the first 7 policy years exceeds
the sum of the net level premiums which would have been paid if the contract
provided for paid-up future benefits after the payment of 7 level annual
payments, the contract is a modified endowment contract. A policy may have to
be reviewed under the 7-pay test even after the first seven policy years in
the case of certain events such as a material modification of the policy as
discussed below. If there is a reduction in benefits under the contract during
any 7-pay testing period, the 7-pay test is applied using the reduced benefits
level.
Any distribution made within two years before a policy fails the 7-pay test
is treated as made in anticipation of such failure. Whether or not a
particular policy meets these definitional requirements is dependent on the
date the contract was entered into, premium payments made and the periodic
premium payments to be made, the level of death benefits, any changes in the
level of death benefits, the extent of any prior cash withdrawals, and other
factors. A life insurance policy which is received in exchange for a modified
endowment contract will also be considered a modified endowment contract.
A Policy should be reviewed upon issuance, upon making a cash withdrawal,
upon making a change in future benefits and upon making a material
modification to the Policy to determine to what extent, if any, these tax
rules apply. A material modification to a Policy includes, but is not limited
to, any increase in the future benefits provided under the Policy. However, in
general, increases that are attributable to the payment of premiums necessary
to fund the lowest death benefit payable in the first 7 Policy years will not
be considered material modifications. The annual statement sent to each Policy
owner will include information regarding the modified endowment contract
status of a Policy (see "Premiums--Premium Limitations").
Counsel and other competent advisors should be consulted to determine how
these rules apply to an individual situation and before making unplanned
premium payments, increasing or decreasing the specified face amount, or
adding or removing a rider.
Congress may, in the future, consider other legislation that, if enacted,
could adversely affect the tax treatment of life insurance policies. In
addition, the Treasury Department may by regulation or interpretation modify
the above described tax effects. Any legislative or administrative action
could be applied retroactively.
The death benefit payable under the Policy is includable in the insured's
gross estate for federal estate tax purposes if the death benefit is paid to
the insured's estate or if the death benefit is paid to a beneficiary other
than the estate and the insured either possessed incidents of ownership in the
Policy at the time of death or transferred incidents of ownership in the
Policy to another person within three years of death.
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Whether or not any federal estate tax is payable with respect to the death
benefit of the Policy which is included in the insured's gross estate depends
on a variety of factors including the following. A smaller size estate may be
exempt from federal estate tax because of a current estate tax credit which
generally is equivalent to an exemption of $600,000. In addition, a death
benefit paid to a surviving spouse may not be taxable because of a 100% estate
tax marital deduction. Furthermore, a death benefit paid to a tax-exempt
charity may not be taxable because of the allowance of an estate tax
charitable deduction.
If the owner of the Policy is not the insured, and the owner dies before the
insured, the value of the Policy, as determined under Internal Revenue Service
regulations, is includable in the federal gross estate of the owner for
federal estate tax purposes. Whether a federal estate tax is payable depends
on a variety of factors, including those listed in the preceding paragraph.
State and local income, estate, inheritance and other tax consequences of
ownership or receipt of Policy proceeds depend on the circumstances of each
insured, owner or beneficiary.
If the Policy is issued as a result of an IRC Section 1035 exchange,
Metropolitan Life may waive state premium tax charges on the amount of the
cash value rollover (see "Premium Expense Charges").
The foregoing summary does not purport to be complete or to cover all
situations. Counsel and other competent advisors should be consulted for more
complete information.
TAXATION OF METROPOLITAN LIFE
Metropolitan Life does not initially expect to incur any federal income tax
upon the earnings or the realized capital gains attributable to the Separate
Account. Based upon these expectations, no charge is currently being made
against the Separate Account for federal income taxes with respect to earnings
or capital gains which may be attributable to the Separate Account. If,
however, Metropolitan Life determines that it may incur such taxes, it may
assess a charge against or make provisions in the Separate Account for those
taxes. There is a 1.2% charge imposed on premiums paid for the purpose of
recovering a portion of the federal income taxes imposed on Metropolitan Life
based on the amount of premiums received in connection with the Policies.
Under present laws, Metropolitan Life may incur state and local taxes (in
addition to premium taxes) in several states. At present, these taxes are not
significant. If they increase, however, Metropolitan Life may decide to make
charges for such taxes against or provisions for such taxes in the Separate
Account. However, there is a 2.25% charge imposed on premiums paid for state
premium taxes.
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MANAGEMENT
The present directors and the senior officers and secretary of Metropolitan
Life are listed below, together with certain information concerning them:
DIRECTORS, OFFICERS-DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH METROPOLITAN LIFE
- ------------------------ ------------------------------------ --------------------------
<S> <C> <C>
Theodossios Vice-Chairman of the Board,
Athanassiades.......... Metropolitan Life Insurance Company, Vice-Chairman of the Board
One Madison Avenue, and Director
New York, NY 10010.
Curtis H. Barnette...... Chairman and Chief Executive Director
Officer,
Bethlehem Steel Corp.,
1170 Eighth Avenue
Martin Tower 2118
Bethlehem, PA 18016-7699
Joan Ganz Cooney........ Chairman, Executive Committee, Director
Children's Television Workshop,
One Lincoln Plaza,
New York, NY 10023.
James R. Houghton....... Chairman of the Board and Director
Chief Executive Officer,
Corning Incorporated, HQ EQ-08
Corning, NY 14831.
Harry P. Kamen.......... Chairman, President and Chairman, President,
Chief Executive Officer, Chief Executive Officer
Metropolitan Life Insurance Company, and Director
One Madison Avenue,
New York, NY 10010.
Helene L. Kaplan........ Of Counsel, Skadden, Arps, Director
Slate, Meagher & Flom,
919 Third Avenue,
New York, NY 10022.
Richard J. Mahoney...... Chairman of the Executive Committee, Director
Monsanto Company--Mail Code D1V,
800 N. Lindbergh Blvd.,
St. Louis, MO 63167.
Allen E. Murray......... Retired Chairman of the Board Director
and Chief Executive Officer,
Mobil Corporation,
P.O. Box 2072,
New York, NY 10163.
John J. Phelan, Jr...... Retired Chairman and Director
Chief Executive Officer,
New York Stock Exchange, Inc.,
P.O. Box 312
Mill Neck, NY 11765.
</TABLE>
55
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH METROPOLITAN LIFE
- ------------------------ -------------------------------------- ----------------------
<S> <C> <C>
John B. M. Place........ Former Chairman of the Board, Director
Crocker National Corporation,
111 Sutter Street, 4th Fl.,
San Francisco, CA 94104.
Hugh B. Price........... President and Chief Executive Officer, Director
National Urban League, Inc.,
500 East 62nd Street,
New York, NY 10021.
Robert G. Schwartz...... Retired Chairman of the Board, Director
President and Chief Executive Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700,
New York, NY 10166.
Ruth J. Simmons, President Director
Ph.D. ................. College Hall 20
Smith College
Northampton, MA 01063
William S. Sneath.... Retired Chairman of the Board, Director
Union Carbide Corporation,
41 Leeward Lane,
Riverside, CT 06878.
John R. Stafford..... Chairman, President, and Director
Chief Executive Officer,
American Home Products Corporation,
Five Giralda Farms,
Madison, NJ 07940.
</TABLE>
56
<PAGE>
OFFICERS*
<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE
--------------- -------------------------------
<S> <C>
Harry P. Kamen.......... Chairman of the Board, President and Chief Executive Officer
Theodossios
Athanassades........... Vice-Chairman of the Board
Gerald Clark............ Senior Executive Vice-President and Chief Investment Officer
Stewart G. Nagler....... Senior Executive Vice-President and Chief Financial Officer
Gary A. Beller.......... Executive Vice-President and Chief Legal Officer
Robert H. Benmoshe...... Executive Vice-President
Anthony C. Cannatella... Executive Vice-President
Robert J. Crimmins...... Executive Vice-President
C. Robert Henrikson..... Executive Vice-President
John D. Moynahan, Jr.... Executive Vice-President
Catherine A. Rein....... Executive Vice-President
John H. Tweedie......... Executive Vice-President
Richard M. Blackwell.... Senior Vice-President and General Counsel
Alexander D. Brunini.... Senior Vice-President
James B. Digney......... Senior Vice-President
William T. Friedewald... Senior Vice-President and Chief Medical Director
Frederick P. Hauser..... Senior Vice-President & Controller
Anne E. Hayden.......... Senior Vice-President
Jeffrey J. Hodgman...... Senior Vice-President
Leland C. Launer, Jr. .. Senior Vice-President
Terence I. Lennon....... Senior Vice-President
David A. Levene......... Senior Vice-President and Chief Actuary
James L. Lipscomb....... Senior Vice-President
James M. Logan.......... Senior Vice-President
Francis P. Lynch........ Senior Vice-President
Thomas F. McDermott..... Senior Vice-President
John C. Morrison........ Senior Vice-President
Dominick A. Prezzano.... Senior Vice-President
Leo T. Rasmussen........ Senior Vice-President
Vincent P. Reusing...... Senior Vice-President
Robert E. Sollmann, Jr.. Senior Vice-President
Thomas L. Stapleton..... Senior Vice-President & Tax Director
William J. Toppeta...... Senior Vice-President
Arthur G. Typermass..... Senior Vice-President & Treasurer
James A. Valentino...... Senior Vice-President
Richard F. Wiseman...... Senior Vice-President
Judy E. Weiss........... Senior Vice-President
Stephen E. White........ Senior Vice-President
Harvey M. Young......... Senior Vice-President
Christine M. Markussen.. Vice-President and Secretary
</TABLE>
* The principal occupation of each officer, except for Gary A. Beller, Robert
H. Benmoshe, and Terence I. Lennon, during the last five years has been as an
officer of Metropolitan Life or an affiliate thereof. Gary A. Beller has been
an officer of Metropolitan Life since November, 1994; prior thereto, he was a
Consultant and Executive Vice-President and General Counsel of the American
Express Company. Robert H. Benmoshe has been an officer of Metropolitan Life
since September, 1995; prior thereto, he was an Executive Vice-President of
Paine Webber. Terence I. Lennon has been an officer of Metropolitan Life
since March, 1994; prior thereto he was Assistant Deputy Superintendent and
Chief Examiner of the New York State Department of Insurance. The business
address of each officer is 1 Madison Avenue, New York, New York 10010.
57
<PAGE>
VOTING RIGHTS
RIGHT TO INSTRUCT VOTING OF FUND SHARES
In accordance with its view of present applicable law, Metropolitan Life
will vote the shares of each of the portfolios of the Fund which are deemed
attributable to Policies at regular and special meetings of the shareholders
of the Fund based on instructions received from entities having the voting
interest in corresponding investment divisions of the Separate Account.
However, if the 1940 Act or any rules thereunder should be amended or if the
present interpretation thereof should change, and as a result Metropolitan
Life determines that it is permitted to vote such shares of the Fund in its
own right, it may elect to do so.
Accordingly, the Policy owner will have a voting interest under a Policy.
The number of shares held in each Separate Account investment division deemed
attributable to each owner is determined by dividing a Policy's cash value in
that division, if any, by the net asset value of one share in the
corresponding Fund portfolio in which the assets in that Separate Account
investment division are invested. Fractional votes will be counted. The number
of shares concerning which a Policy owner has the right to give instructions
will be determined as of the record date for the meeting.
Fund shares held in each registered separate account of Metropolitan Life or
any affiliate that are or are not attributable to life insurance policies
(including the Policies) or annuity contracts and for which no timely
instructions are received will be voted in the same proportion as the shares
for which voting instructions are received by that separate account. Fund
shares held in the general accounts or unregistered separate accounts of
Metropolitan Life or its affiliates will be voted in the same proportion as
the aggregate of (i) the shares for which voting instructions are received and
(ii) the shares that are voted in proportion to such voting instructions.
However, if Metropolitan Life or an affiliate determines that it is permitted
to vote any such shares of the Fund in its own right, it may elect to do so
subject to the then current interpretation of the 1940 Act or any rules
thereunder.
The Policy owners may give instructions regarding, among other things, the
election of the Board of Directors of the Fund, ratification of the selection
of the Fund's independent auditors, and the approval of the Fund's investment
manager and sub-investment manager.
Each Policy owner having a voting interest will be sent voting instruction
soliciting material and a form for giving voting instructions to Metropolitan
Life.
DISREGARD OF VOTING INSTRUCTIONS
Notwithstanding contrary Policy owner voting instructions, Metropolitan Life
may vote Fund shares in any manner necessary to enable the Fund to (1) make or
refrain from making any change in the investments or investment policies for
any portfolio of the Fund, if required by any insurance regulatory authority;
(2) refrain from making any change in the investment policies or any
investment adviser or principal underwriter of any portfolio which may be
initiated by Policy owners or the Fund's Board of Directors, provided
Metropolitan Life's disapproval of the change is reasonable and, in the case
of a change in investment policies or investment adviser, based on a good
faith determination that such change would be contrary to state law or
otherwise inappropriate in light of the portfolio's objective and purposes; or
(3) enter into or refrain from entering into any advisory agreement or
underwriting contract, if required by any insurance regulatory authority.
In the event that Metropolitan Life does disregard voting instructions, a
summary of the action and the reasons for such action will be included in the
next semiannual report to Policy owners.
REPORTS
Policy owners will receive promptly statements of significant transactions
such as change in specified face amount, change in death benefit option,
transfers among investment divisions, partial withdrawals, increases in loan
principal by the Policy owner, loan repayments, termination for any reason,
reinstatement and premium payments. Transactions pursuant to systematic
investment strategies and, for California Policies, transactions to assure
that allocations to the International Stock division do not exceed the maximum
(see "Payment and Allocation of Premiums"), may be confirmed quarterly. Policy
owners whose premiums are automatically remitted under certain payroll
deduction plans
58
<PAGE>
do not receive individual confirmations of those premium payments from
Metropolitan Life apart from that provided by their employers. An annual
statement will also be sent to the Policy owner within thirty days after a
Policy year summarizing all of the above transactions and deductions of
charges occurring during that Policy year and setting forth the status of the
death benefit, cash and cash surrender values, amounts in the investment
divisions and Fixed Account, any policy loan and unpaid loan interest added to
loan principal. The annual statement will also discuss the modified endowment
contract status of a Policy (see "Premiums--Premium Limitations"). In
addition, an owner will be sent semiannual reports containing financial
statements for the Fund, as required by the 1940 Act.
STATE REGULATION
Metropolitan Life is subject to regulation and supervision by the Insurance
Department of the State of New York, which periodically examines its affairs.
It is also subject to the insurance laws and regulations of all jurisdictions
where it is authorized to do business. Where required, a copy of the form of
Policy has been filed with, and approved by, insurance officials in each
jurisdiction where the Policies are sold. Metropolitan Life intends to satisfy
the necessary requirements to sell the Policies in all fifty states and the
District of Columbia as soon as possible.
Metropolitan Life is required to submit annual statements of its operations,
including financial statements, to the insurance departments of the various
jurisdictions in which is does business, for the purposes of determining
solvency and compliance with local insurance laws and regulations. Such
statements are available for public inspection at state insurance department
offices.
REGISTRATION STATEMENT
A registration statement under the Securities Act of 1933 has been filed
with the Securities and Exchange Commission relating to the offering described
in this Prospectus. This Prospectus does not contain all the information set
forth in the registration statement and amendments thereto and the exhibits
filed as a part thereof, to all of which reference is hereby made for
additional information concerning the Separate Account, Metropolitan Life and
the Policies. The additional information may be obtained at the Commission's
main office in Washington, D.C., upon payment of the prescribed fees.
LEGAL MATTERS
The legality of the Policies described in this Prospectus has been passed
upon by Christopher P. Nicholas, Associate General Counsel of Metropolitan
Life. Messrs. Freedman, Levy, Kroll & Simonds, Washington, D.C., have advised
Metropolitan Life on certain matters relating to the federal securities laws.
EXPERTS
The financial statements included in this Prospectus have been audited by
, independent auditors, as stated in their reports appearing herein,
and have been so included in reliance upon such opinions given upon the
authority of such firm as experts in auditing and accounting.
Actuarial matters included in this Prospectus have been examined by Joseph
W.S. Yau, FSA, MAAA, Actuary of Metropolitan Life, as stated in his opinion
filed as an exhibit to the registration statement.
FINANCIAL STATEMENTS
The financial statements of Metropolitan Life included in this Prospectus
should be considered only as bearing upon the ability of Metropolitan Life to
meet its obligations under the Policies.
(To be added by amendment)
59
<PAGE>
APPENDIX TO PROSPECTUS
OPTIONAL INCOME PLANS
The insurance proceeds when the insured dies, or the cash surrender value
payable on full surrender of a Policy or on the Final Date, instead of being
paid in one lump sum, may be applied under one or more of the following income
plans. Values under the income plans do not depend upon the investment
experience of a separate account. The selection of an income plan can
significantly affect the federal income tax consequences associated with the
Policy proceeds. Owners and beneficiaries should consult with qualified tax
advisers in this regard.
OPTION 1. Interest income
The amount applied will earn interest which will be paid monthly.
Withdrawals of at least $500 each may be made at any time by written request.
OPTION 2. Installment Income for a Stated Period
Monthly installment payments will be made so that the amount applied, with
interest, will be paid over the period chosen (from 1 to 30 years).
OPTION 2A. Installment Income of a Stated Amount
Monthly installment payments of a chosen amount will be made until the
entire amount applied, with interest, is paid.
OPTION 3. Single Life Income--Guaranteed Payment Period
Monthly payments will be made during the lifetime of the payee with a chosen
guaranteed payment period of 10, 15 or 20 years.
OPTION 3A. Single Life Income--Guaranteed Return
Monthly payments will be made during the lifetime of the payee. If the payee
dies before the total amount applied under this plan has been paid, the
remainder will be paid in one sum as a death benefit.
OPTION 4. Joint and Survivor Life Income
Monthly payments will be made jointly to two persons during their lifetime
and will continue during the remaining lifetime of the survivor. A total
payment period of 10 years is guaranteed.
Other Frequencies and Plans. Instead of monthly payments, the owner may
elect to have payments made quarterly, semiannually or annually. Other income
plans may be arranged with Metropolitan Life's approval.
Choice of Income Plans. See "Policy Benefits--Optional Income Plans" and
"Policy Rights--Surrenders", regarding how optional income plans may be
chosen. When an income plan starts, a separate contract will be issued
describing the terms of the plan. Specimen contracts may be obtained from
Metropolitan Life sales representatives, and reference should be made to these
forms for further details.
Limitations. If the payee is not a natural person, the choice of an income
plan will be subject to Metropolitan Life's approval. A collateral assignment
will modify a prior choice of income plan. The amount due the assignee will be
payable in one sum and the balance will be applied under the income plan. A
choice of an income plan will not become effective unless each payment under
the plan would be at least $50. Income plan payments may not be assigned and,
to the extent permitted by law, will not be subject to the claims of
creditors.
Income Plan Rates. Amounts applied under the interest income and installment
income plans will earn interest at a rate set from time to time by
Metropolitan Life but never less than 3% per year. Life income payments will
be based on a rate set by Metropolitan Life and in effect on the date the
amount to be applied becomes payable, but never less than the minimum payments
guaranteed in the Policy. Such minimum guaranteed payments are based on
certain assumed mortality rates and an interest rate of 3%.
60
<PAGE>
OPTIONAL INSURANCE BENEFITS
Optional insurance benefit riders may be attached to a Policy, subject to
certain insurance underwriting requirements and the payment of additional
premiums. The yearly renewable term rider is expected to be available on or
about October 15, 1996. The riders are described in general terms below.
Limitations and conditions are contained in the riders, and the description
below is subject to the specific terms of the riders. A prospective purchaser
may obtain a specimen Policy with riders (when available) from a Metropolitan
Life sales representative. The duration, but not the amount, of rider benefits
may depend on the investment experience of a separate account.
Disability Waiver Benefit. This rider waives the monthly deduction (except
the charge for mortality and expense risks) during the total disability of the
insured if the insured is totally and continuously disabled for at least six
months beginning prior to age 60. If the total disability continues without
interruption to the Policy anniversary at age 65, it will be deemed permanent
and all further monthly deductions will be waived as they fall due. If there
has been an increase in the death benefit resulting from a request by the
Policy owner and the Policy owner at the time of the increase did not request
or did not qualify for this rider with respect to such increase, monthly
deductions for charges related to such increase will continue to be made
against the cash value of the Policy. This could result in the cash value
being insufficient to cover the monthly deductions related to the increase. In
such a case, the grace period and termination provisions of the Policy would
apply only to such increase in death benefit. Since the monthly deduction with
respect to the increase in the death benefit could reduce the cash value of
the Policy to zero, it may be advantageous for the Policy owner, at the time
of the total disability, to reduce the death benefit to that amount which is
subject to this rider. This rider is available at issue only.
Accidental Death Benefit. This rider provides additional insurance equal to
an amount stated in the Policy if the insured dies from an accident prior to
age 70. It also provides an additional amount equal to twice the stated amount
if the insured dies from an accident occurring while the insured is a fare-
paying passenger on a common carrier. This rider is available at issue only.
Interim Term Insurance Benefit. This rider provides a term insurance benefit
if any insured person dies on or after the date of this rider and before the
Date of Policy. The single premium for this rider is due and payable on the
date of this rider.
Accelerated Death Benefit. This rider provides for payment of an accelerated
death benefit during the lifetime of the insured if the insured is terminally
ill. There is no charge for this rider. The payment under this rider may be
taxable or may affect eligibility for benefits under state or federal law.
Under some legislative proposals, the benefits under riders like this rider
would be free of federal income tax. Counsel and other competent advisors
should be consulted to determine the effect on an individual situation.
Yearly Renewable Term. This rider provides annual renewable term coverage on
the insured under the Policy to age 95. This rider is available at Policy
issue only, although the amount of coverage under an existing rider may be
decreased, or subject to evidence of insurability, increased at a later date.
The amount of target premium under a Policy is not affected by the amount of
term insurance coverage provided under this rider. Accordingly, the amount of
the sales charge paid by the Owner may be less if coverage is purchased under
this rider, rather than as part of the Policy. In addition, the amount of
compensation paid by Metropolitan Life to the selling insurance agent or
broker may be lower if coverage is purchased under this rider. On the other
hand, the current cost of insurance rates are higher under this rider than
they are under the Policy. These factors should be considered before
allocating the insurance coverage between the Policy and this rider. The
yearly renewable term rider generally is not available in connection with
large groups.
61
<PAGE>
METFLEX
FLEXIBLE PREMIUM VARIABLE LIFE
PROSPECTUSES FOR
. FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
ISSUED BY
METROPOLITAN LIFE INSURANCE
COMPANY
. METROPOLITAN SERIES FUND, INC.
FORM NO. (0596)
MLI-LD (5/96 EDITION)
<PAGE>
PART II
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
Cross-Reference Table.
The Prospectus, consisting of 61 pages.
Undertaking to File Reports as filed with the initial filing of this
Registration Statement on January 22, 1993.
Undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933
as filed with the initial filing of this Registration Statement on
January 22, 1993.
Representation, Description and Undertaking pursuant to rule 6e-
3(T)(b)(13)(iii)(F) under the Investment Company Act of 1940 as filed
with Pre-Effective Amendment No. 1 to this Registration Statement on
July 29, 1993.
The signatures.
Written Consents of the following persons:
Joseph W.S. Yau (filed with Exhibit 6 below).
Freedman, Levy, Kroll & Simonds as filed with the initial filing of
this Registration Statement on January 22, 1993.
Deloitte & Touche LLP++
The following exhibits:
<TABLE>
<CAPTION>
<S> <C> <C>
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)Incorporated by reference from "Distribution of the Policies" in the
Prospectus included herein.
(4) --Not Applicable
(5) --(a)Specimen Flexible Premium Variable Life Insurance Policy .............. ****
--(b)Form of riders for policy except for Accelerated Death Benefit rider,
Zero Cost Loan rider and Yearly Renewable Term rider....................... ****
--(c)Endorsement for calculation of minimum death benefit using the Cash
Value Accumulation test.................................................... *****
--(d)Accelerated Death Benefit rider........................................ ++
--(e)Yearly Renewable Term rider............................................ ++
(6) --(a)Charter and By-Laws of Metropolitan Life............................... +
--(b)Amendment to By-laws................................................... +
(7) --Not Applicable
(8) --Not Applicable
(9) --Not Applicable
(10) --Application Form for Policy and Form of Receipt........................... ****
2. --See Exhibit 1.A(5) above
3. --Opinion and consent of Counsel as to the legality of the securities being ***
registered.................................................................
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C> <C>
4. --Not Applicable
5. --Not Applicable
6. --Opinion and consent of Joseph W.S. Yau, relating to the Policies,
including representations required under the terms of an SEC exemptive
order (File No.
812-9452) permitting the deduction of a charge to compensate Metropolitan
Life for the tax impact of deferral of acquisition costs................... ++
7. --Not Applicable
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)
10. --Statement of Metropolitan Life pursuant to Rule 27d-2 under the Investment
Company Act of 1940........................................................
11. --Memoranda describing certain procedures filed pursuant to Rule 6e- ****
3(T)(b)(12)(iii)...........................................................
12. --Election pursuant to Section 27(g)........................................ ***
27. --Financial Data Schedule................................................... ++
</TABLE>
- --------
+ Filed herewith.
++ To be filed by amendment.
* Incorporated by reference to the initial filing of the Registration
Statement of Separate Account UL (File No. 33-32813) on January 5, 1990.
** Powers of Attorney for signatories other than Theodossios Athanassiades,
Harry P. Kamen, Stewart G. Nagler, Curtis H. Barnette, Hugh B. Price and
Ruth J. Simmons were filed with the filing of Post-Effective Amendment No.
1 to the Registration Statement of Separate Account UL (File No. 33-32813)
on March 1, 1991. Powers of Attorney for Theodossios Athanassiades and
Harry P. Kamen were filed with the initial filing of this Registration
Statement on January 22, 1993. A Power of Attorney for Stewart G. Nagler
was filed with Pre-Effective Amendment No. 1 to this Registration
Statement on July 29, 1993. A Power of Attorney for Curtis H. Barnette was
filed with the filing of Post-Effective Amendment No. 3 to the
Registration Statement of Separate Account UL (File No. 33-47927) on April
21, 1995. Powers of Attorney for Hugh B. Price and Ruth J. Simmons were
filed with the filing of Pre-Effective Amendment No. 1 to the Registration
Statement of Separate Account UL (File No. 33-91226) on September 8, 1995.
The foregoing Powers of Attorney are incorporated by reference.
*** Included in the initial filing of this Registration Statement on January
22, 1993.
**** Included in the filing of Pre-Effective Amendment No. 1 to this
Registration Statement on July 29, 1993.
***** Included in the filing of Post-Effective Amendment No. 1 to this
Registration Statement on March 31, 1994.
II- 2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, METROPOLITAN LIFE
INSURANCE COMPANY 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 29TH DAY OF FEBRUARY, 1996.
Metropolitan Life Insurance Company
(Seal)
/s/ Richard M. Blackwell
By: ____________________________________
RICHARD M. BLACKWELL, ESQ.
Senior Vice-President & General Counsel
/s/ Ruth Gluck
Attest: ___________________________
RUTH GLUCK, ESQ.
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 IN
THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
*
- -------------------------------- Chairman,
(HARRY P. KAMEN) President, Chief
Executive Officer
and Director
(Principal
Executive Officer)
*
- -------------------------------- Vice Chairman of
(THEODOSSIOS ATHANASSIADES) the Board, and
Director
* Senior Executive
- -------------------------------- Vice-President and
(STEWART G. NAGLER) Chief Financial
Officer (Principal
Financial Officer)
* Senior Vice-
- -------------------------------- President and
(FREDERICK P. HAUSER) Controller
(Principal
Accounting
Officer)
* Director
- --------------------------------
CURTIS H. BARNETTE
* Director
- --------------------------------
(JOAN GANZ COONEY)
/s/ Christopher P. Nicholas February 29, 1996
*By ____________________________
CHRISTOPHER P. NICHOLAS, ESQ.
Attorney-in-fact
II-3
<PAGE>
SIGNATURE TITLE DATE
* Director
- --------------------------------
(JAMES R. HOUGHTON)
* Director
- --------------------------------
(HELENE L. KAPLAN)
* Director
- --------------------------------
(RICHARD J. MAHONEY)
* Director
- --------------------------------
(ALLEN E. MURRAY)
* Director
- --------------------------------
(JOHN J. PHELAN, JR.)
* Director
- --------------------------------
(JOHN B.M. PLACE)
Director
*
- --------------------------------
(HUGH B. PRICE)
* Director
- --------------------------------
(ROBERT G. SCHWARTZ)
* Director
- --------------------------------
(RUTH J. SIMMONS, PH.D)
* Director
- --------------------------------
(WILLIAM S. SNEATH)
* Director
- --------------------------------
(JOHN R. STAFFORD)
/s/ Christopher P. Nicholas
*By_____________________________
CHRISTOPHER P. NICHOLAS, ESQ.
February 29, 1996
Attorney-in-fact
II-4
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
METROPOLITAN LIFE SEPARATE ACCOUNT UL, 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 29TH DAY OF FEBRUARY, 1996.
Metropolitan Life Separate Account UL
(Registrant)
By: Metropolitan Life Insurance Company
(Depositor)
(Seal)
By:_____________________________________
/s/ Richard M. Blackwell
RICHARD M. BLACKWELL, ESQ.
Senior Vice-President and General
Counsel
Attest:_____________________________
/s/ Ruth Gluck
RUTH GLUCK, ESQ.
Assistant Secretary
II-5
<PAGE>
Exhibit 1.(A) 6(a)
Charter and Bylaws
of
Metropolitan LIfe
Insurance Company
(Incorporated by the State of New York}
Effective
April 26, 1990
<PAGE>
TABLE OF CONTENTS
Charter
Article I Corporate Name....................... 5
Article II Place of Business.................... 6
Article III Business of the Corporation.......... 6
Article IV Corporate Powers..................... 7
Article V Election of Directors................ 8
Article VI Liability of Directors............... 9
Article VII Mutual Company....................... 10
Article VIII Duration............................. 10
(Continued)
<PAGE>
Table of Contents
- -------------------------------------------------------------
Bylaws
Article I Board of Directors................................... 11
Section 1.1 Regular Board Meetings......................... 11
Section 1.2 Special Board Meetings, Waiver of Notice....... 12
Section 1.3 Participation by Telephone..................... 12
Section 1.4 Action Without a Meeting....................... 13
Section 1.5 Number, Quorum and Adjournments................ 13
Section 1.6 Presiding Officer.............................. 14
Section 1.7 Secretary to the Board......................... 14
Section 1.8 Board Vacancies................................ 14
Section 1.9 Nominations.................................... 14
Article II Committees.......................................... 14
Section 2.1 Standing Committees............................ 14
Section 2.2 Designation of Members and
Chairmen of Standing Committees................ 15
Section 2.3 Notices of Times of Meetings of
Standing Committee and Presiding Officers...... 16
Section 2.4 Quorum......................................... 16
Section 2.5 Standing Committee Minutes..................... 17
<PAGE>
Table of Contents
- --------------------------------------------------------------------------------
Section 2.6 Executive and Dividend Policy Committee.......... 17
Section 2.7 Investment Committee............................. 17
Section 2.8 Nominating and Compensation Committee............ 18
Section 2.9 Audit Committee.................................. 18
Section 2.10 Corporate Social Responsibility Committee........ 19
Section 2.11 Special Committees............................... 19
Article III Officers............................................. 19
Section 3.1 Chief Executive Officer.......................... 19
Section 3.2 President and Other Officers..................... 20
Article IV Execution of Papers................................... 21
Section 4.1 Instruments...................................... 21
Section 4.2 Disposition of Funds............................. 21
Section 4.3 Policies......................................... 21
Section 4.4 Facsimile Signatures............................. 22
Article V General................................................ 22
Section 5.1 Indemnification of Directors and Officers........ 22
Article VI Amendment of Bylaws................................... 23
Section 6.1 Amendments....................................... 23
<PAGE>
Charter
of
Metropolitan Life
Insurance Company
This is to certify that Metropolitan Life Insurance
Company, a corporation duly organized and existing
under and by virtue of the laws of the State of New
York, does hereby amend its charter pursuant to Sec-
tions 1206 and 1208 of the Insurance Law of the State
of New York, so as to continue to be a corporation of
said State for the purposes named in its existing
charter and in its charter as hereby amended, and that
its charter as so amended is as follows:
Article I
The name of the corporation shall continue to be Corporate
"Metropolitan Life Insurance Company." The corpo- Name
ration may use, in the transaction of any or all of its
business and affairs in Canada, including the exercise
of any or all of its rights, such name or such name
expressed in the French language. Such name when
5
<PAGE>
6 Charter
------------------------------------------------------------------
so expressed shall be "La Metropolitine compagne d'assurance vie."
Article II
Place of The corporation shall be located and have its principal place of
Business business in the Borough of Manhattan, The City of New York, in the
State of New York.
Article III
Business of The business of the corporation and the kinds of insurance to be
the undertaken by it are to make insurance upon the lives and the
Corporation health of persons, and every insurance appertaining thereto, and
to grant, purchase or dispose of annuities; and to make insurance
against injury, disablement or death resulting from traveling or
general accident, and against disablement resulting from sickness,
and every insurance appertaining thereto, as heretofore authorized
by and under its charter, and such business and kinds of insurance
as may be authorized by and under paragraphs 1,2 and 3 of Section
1113(a) of the Insurance Law of the State of New York, together
with such reinsurance business (in addition to reinsurance of the
kinds of insurance business hereinabove stated) as may be
permitted to the corporation by Section 1114 of said Law, and
together with any other kind or kinds of business to the extent
reasonably ancillary or necessarily or property incidental to the
kinds of insurance business which the corporation is so authorized
to do.
<PAGE>
Charter 7
- ----------------------------------------------------
The corporation shall also have the general rights,
powers and privileges now or hereafter granted by the
Insurance Law of the State of New York or any other
law to mutual life insurance companies having power
to do the kinds of business hereinabove referred to
and any and all other rights powers and privileges of
a corporation as the same may now or thereafter be
declared by applicable law.
Article IV
Section 1. The corporate powers of the corporation Corporate
shall be exercised by a Board of Directors, by com- Powers
mittees thereof any by such officers and agents as the
Board of Directors or such committees may empower.
Section 2. The Board of Directors shall consist of
not less than thirteen Directors nor more than thirty
Directors as may be determined by the Board of
Directors by resolution adopted by a majority of the
then authorized number of directors and shall include
not less than two of the principal officers of the
corporation.
Section 3. The Board of Directors shall have power
to make and prescribe such bylaws rules and regu-
lations for the transaction of the business of the
corporation and the conduct of its affairs not in-
consistent with the laws of the State of New York or
this charter, as may be deemed expedient, and to amend
or repeal such bylaws, rules and regulations.
<PAGE>
8 Charter
-----------------------------------------------------
Section 4. The Board of Directors shall have power
to declare, by bylaw, what number of Directors, not
less than one-third of the authorized number of
Directors, shall constitute a quorum for the transaction
of business.
Article V
Election of Section 1. The Directors of the corporation shall be
Directors elected by the policyholders as prescribed by law,
voting by ballot alone and not by proxy. The officers
of the corporation shall be elected or appointed by the
Board of Directors.
Section 2. An annual election of Directors shall be held
on the second Tuesday of April in each year at the Home
Office of the corporation, in the Borough of Manhattan, in
The City of New York, in the manner prescribed by law. The
Directors shall be divided into three classes, as nearly
equal in number as may be, so that each class shall be
elected for terms of three years and the terms of office
of only one class shall expire at each annual election of
Directors and as the respective terms of office of Directors
shall expire, their successors shall be elected for terms of
three years, except as otherwise contemplated by this Section 2.
Any newly created directorships or any decrease in directorships
shall be so apportioned by the Board of Directors among the
classes as to make all classes as nearly equal in number as may
be. Whenever the number of Directors is increased by the
<PAGE>
Charter 9
- --------------------------------------------------------
Board of Directors and any vacancies resulting from
the newly created directorships are filled by the Board
of Directors, there shall not be any classification of the
additional Directors until the next annual election of
Directors.
Section 3. Vacancies in the Board of Directors,
including vacancies resulting from any increase in the
authorized number of Directors, may be filled by the
Board of Directors.
Article VI
No Director shall be personally liable to the corpora- Liability of
ton or any of its policyholders for damages for any Directors
breach of duty as a Director; provided, however, that
the foregoing provision shall not eliminate or limit:
(i) the liability of a Director if a judgment or other
final adjudication adverse to the Director establishes
that the Director personally gained in fact a financial
profit or other advantage to which he or she was not
legally entitled or establishes that the Director's acts
or omissions were in bad faith or involved intentional
misconduct or were acts or omissions (a) which the
Director knew or reasonably should have known violated the
New York Insurance Law or (b) which violated a specific
standard of care imposed on Directors directly, and not by
reference, by a provision of the New York Insurance Law
(or any regulations promul-
<PAGE>
10 Charter
-------------------------------------------------
gated thereunder), or (c) which constitued a
knowing violation of any other law; or
(ii) the liability of a Director for any act or
omission prior to the adoption of this
Article VI by the corporation.
Article VII
Mutual The corporation shall continue to be a mutual
Company company wihtout capital stock.
Article VIII
Duration The duration of the corporation shall be perpetual.
<PAGE>
Bylaws
of
Metropolitan Life
Insurance Company
Article I
Board of Directors
Section 1.1 Regular meetings of the Board for the Regular Board
transaction of any business shall be held at the Home Meetings
Office of the Company at 1:30 p.m. on the fourth
Tuesday of each month unless another place or time
is fixed in any written notice of any such regular meet-
ing given in the manner required by Section 1.2 of
these Bylaws for a special meeting. Except as
otherwise required by law or these Bylaws, notice of
regular meetings need not be given. The first regular
meeting of the Board following the second Tuesday of
April of each year and any adjournment or adjournments
of such; meeting shall be known as the Annual Organization
Meting. The Board may cancel any regular meeting of the
Board, other then the Annual Organization Meeting provided,
however, that the number of regular meetings of the Board
held in each calendar year shall not be less than the
number required by law.
11
<PAGE>
12 Bylaws
-----------------------------------------------------
Special Board Section 1.2 Special meetings of the Board shall be
Meetings held whenever called by the chief executive officer
Waiver of or by any three directors. Notice of each such
Notice special meeting shall be mailed to each director at
such director's residence or usual place of business
or other address filed with the Secretary to the
Board for such purpose, or shall be sent to such
director by any form of telecommunication, or be
delivered or given to such director personally or
by telephone, not later than the second day preceding
the day on which such meeting is to be held. Notice
of any meeting of the Board need not, however, be given
to any director who submits a signed waiver of notice
whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its
commencement, the lack of notice. Every such notice shall
state the time and place but, except as otherwise required
by law or these Bylaws, need not state the purpose of the
meeting.
Participation Section 1.3 Any one or more members of the Board
by Telephone or any committee thereof may participate in any meet-
ing of the Board or such committee by means of a
conference telephone or similar communications equipt-
ment allowing all persons participating in the meeting
to hear each other at the same time. Participation by
such means shall constitute presence in person at a
meeting of the Board or such committee for quorum
and voting purposes.
<PAGE>
Bylaws 13
----------------------------------------------------
Section 1.4 If in the opinion of the chief executive Action
officer an emergency exists requiring the immediate Without a
taking of any action which is required or permitted to Meeting
be taken by the Board or any committee thereof, such
action may be taken without a meeting if all members
of the Board or such committee consent in writing to
the adoption of a resolution authorizing the action.
The resolution and the written consents thereto by the
members of the Board of such committee shall be filed
with the minutes of the proceedings of the Board or
committee.
Section 1.5 The authorized number of directors of Number,
the Company shall be such number, not less than thir- Quorum and
teen nor more than thirty, as may be determined by a Adjournments
majority of the authorized number of directors imme-
diately prior to any such determination. One-third of
the authorized number of directors shall constitute a
quorum for the transaction of business. Except as
otherwise provided by law or these Bylaws, the vote of
a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the
act of the Board. A majority of the directors present,
whether or not a quorum shall be present, may adjourn
any meeting. Notice of the time and place of an
adjourned meeting of the Board shall be given if and as
determined by a majority of the directors present at the
time of the adjournment.
<PAGE>
14 Bylaws
------------------------------------------------
Presiding Section 1.6 The Board shall determine who among
Officer the officer directors, and in what order, shall
preside at meetings of the Board. In the event
of the absence or disability of all such officer
directors, the Board shall select one of its
members present to preside.
Secretary to Section 1.7 The chief executive officer shall
the Board designate an officer of the Company to keep the
minutes of the meeting of the Board and to act
as Secretary to the Board.
Board Section 1.8 Any vacancy in the Board, including
Vacancies any vacancy resulting from an increase in the
authorized number of directors, may be filled,
until the next annual election of directors, at
any regular or special meeting of the Board by
the favorable vote of a majority of the remaining
directors.
Nominations Section 1.9 The nominees on the administration
ticket required by law for the annual election
of directors shall be nominated by the Board at
any regular or special meeting.
Article II
Committees
Standing Section 2.1 The Board shall have the following
Committee standing committees, each consisting of not less
than three directors as shall be determined by
the Board:
<PAGE>
Bylaws 15
----------------------------------------------------
Executive and Dividend Policy Committee
Investment Committee
Nominating and Compensation Committee
Audit Committee
Corporate Social Responsibility Committee
No member of the Audit Committee or the Nominating
and Compensation Committee may be an officer director
and the number of officer directors on any other
committee shall be less than a quorum of such
committee.
Section 2.2 At the Annual Organization Meeting each Designation of
year the Board, by resolution adopted by a majority Members and
of the then authorized number of directors, shall Standing
designate from among the directors the members of Committees
the standing committees and from among the members
of each such committee a chairman thereof, who shall
serve as such, at the pleasure of the Board, so long
as they shall continue in office as directors until
the next Annual Organization Meeting and thereafter
until the appointment of their successors. The
Board may by similar resolution designate one or
more directors as alternate members of such
committees who may replace any absent member or
members at any meeting of such committees, but no
officer director may be designated as an alternate
member of the Audit Committee or the Nominating and
Compensation Committee. Vacancies in the member-
ship or chairmanship of any standing committee may
be filled in the same manner as original
<PAGE>
16 Bylaws
------------------------------------------------------
designations at any regular or special meeting of the
Board, and the chief executive officer may designate
from among the remaining members of any standing
committee whose chairmanship is vacant a chariman who
shall serve until a successor is designated by the
Board.
Notices of Section 2.3 Meetings of each standing committee shall
Times of be held upon call of the chief executive officer, or
Meetings of upon call of the chairman of such standing committee
Standing or two members of such standing committee. Meetings
Committees of each standing committee may also be held at such
and Presiding other times it may determine. Meetings of a standing
Officers committee shall be held at such places and upon such
notice as it shall determine or as shall be specified
in the calls of such meetings. Any such chairman, if
present, or such member or members of each committee
as may be designated by the chief executive officer
shall preside at meetings thereof or, in the event of
the absence or disability of any thereof or failing
such designation, the committee shall select from among
its members present a presiding officer. Meetings of a
standing committee may be attended by directors who
are not members of such committee unless the chairman
of such committee requests otherwise.
Quorum Section 2.4 At each meeting of any standing committee
there shall be present to constitute a quorum for the
transaction of business at least one-third of the
<PAGE>
Bylaws 17
---------------------------------------------------
members but in no event less than three members at
least one of whom is not an officer director. Any
alternate member who is replacing an absent member
shall be counted in determining whether a quorum is
present. The vote of a majority of the members
present at a meeting of any standing committee at
the time of the vote, if a quorum is present at such
time, shall be the act of such committee.
Section 2.5 Each of the standing committees shall Standing
keep minutes of its meetings which shall be reported Committee
to the Board at its regular meetings and, if called Minutes
for by the Board, at any special meeting.
Section 2.6 The Executive and Dividend Policy Executive and
Committee shall exercise general supervision of the Dividend
dividend and surplus policies and practices of the Policy
Company and may, to the extent permitted by law, Committee
exercise all powers of the Board during intervals
between meetings of the Board.
Section 2.7 The Investment Committee shall exer- Investment
cise general supervision and management of the Committee
assets of the Company, including purchases and
sales thereof; shall determine the manner of
designating depositaries for all monies received by
the Company, which shall be deposited in the name
of the Company; and shall determine the manner of
disposition of funds of the Company so deposited.
<PAGE>
18 Bylaws
----------------------------------------------------------
Nominating Section 2.8 The Nominating and Compensation Committee
and shall exercise general supervision of compensation and
Compensation personnel administration and the activities carried on
Committee by the Company in the interest of the health, welfare and
and safety of its employees; shall make recommendations to
the Board with respect to the filling of vacancies on the
Board and the composition of any administration ticket
shall nominate persons for election by the Board as
President and election or appointment by the Board of all
other principal officers and such other officers as the
Committee may determine, and shall evaluate the performance
and compensation of the principal officers and such other
officers as the Committee may determine.
Audit Section 2.9 The Audit Committee shall exercise general
Committee supervision of accounting and auditing controls over cash,
securities, receipts, disbursements and other financial
transactions, shall make such examinations thereof as it
may deem necessary through certified public accountants or
otherwise, shall review the financial condition of the
Company, the scope and results of the independent audit and
any internal audits, shall recommend the selection of
independent certified public accountants and in respect
to such matters may require such reports from the officer
in charge of auditing for the Company as it may deem
necessary or desirable. The Audit Committee shall also
exercise general supervision of the Company's policies
on ethical business conduct and compliance therewith.
<PAGE>
Bylaws 19
- --------------------------------------------------
Section 2.10 The Corporate Social Responsibility Corporate
Committee shall exercise general supervision of the Social
Company's charitable contributions, public benefit Responsibility
programs and other corporate responsibility matters. Committee
Section 2.11 The Board may by resolution adopted Special
by a majority of the then authorized number of direc- Committee
tors designate special committees; each consisting
of three or more directors of the Company which com-
mittees; except as otherwise prescribed by law; shall
have and may exercise the authority of the Board to
the extent provided in the resolutions designating
such committees. Nothing herein shall be deemed to
prevent the chief executive officer from appointing one
or more special committees of directors for the pur-
pose of advising the chief executive officer; provided;
however, that no such committee shall have or may
exercise any authority of the Board.
Article III
Officers
Section 3.1 The Board shall determine who among Chief
the officer directors; and in what order; shall act as Executive
chief executive officer. Officer
Subject to the control of the Board and to the extent
not otherwise prescribed by these Bylaws; the chief
executive officer shall supervise the carrying out of
the policies adopted or approved by the Board; shall
<PAGE>
20 Bylaws
-----------------------------------------------------
exercise a general supervision and superintendence
over all the business and affairs of the Company and
shall possess such other powers and perform such
other duties as may be incident to the office of chief
executive officer.
President and Section 3.2 At the Annual Organization Meeting
Other Officers each year the Board shall elect from among its members
a President who shall hold office until the next
Annual Organization Meeting and until the election of
a successor. If a vacancy occurs in the office of the
President for any reason, such vacancy shall be filled
by the Board at a regular or special meeting of the
Board.
In addition to the President, the Board shall elect or
appoint such other officers as may be determined for
the conduct of the business of the Company. Officers
other than the chief executive officer shall have such
powers and perform such duties as may be assigned
to them by these Bylaws or by or pursuant to authorization
of the Board or the chief executive officer.
All officers shall hold office at the pleasure of the
Board.
<PAGE>
Bylaws 21
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Article IV
Execution of Papers
Section 4.1 Any officer, or any employee designated Instruments
for the purpose by the chief executive officer, shall
have power to execute all instruments in writing nec-
essary or desirable for the Company to execute in the
transaction and management of its business and
affairs (including, without limitation, contracts and
agreements, transfers of bonds, stocks, notes and
other securities, proxies, powers of attorney, deeds,
leases, releases, satisfactions and instruments enti-
tled to be recorded in any jurisdiction, but excluding
to the extent otherwise provided for in these Bylaws,
authorizations for the disposition of the funds of the
Company deposited in its name and policies, contracts,
agreements, amendments and endorsements
of, for or in connection with insurance or annuities)
and to affix the corporate seal.
Section 4.2 All funds of the Company deposited in Distribution of
its name shall be subject to disposition by check or Funds
other means, in such manner as the Investment
Committee may determine.
Section 4.3 All policies, contracts, agreements, Policies
amendments and endorsements, executed by the
Company as insurer, of, for or in connection with
<PAGE>
22 Bylaws
------------------------------------------------------
insurance or annuities shall bear such signature or
signatures of such office, or officers as may be
designated for the purpose by the Board.
Section 4.4 All instruments necessary or desirable
Facsimile for the Company to execute in the transaction and
Signatures management of its business and affairs, including
those set forth in Sections 4.2 and 4.3 of these
Bylaws, may be executed by use of or bear facsimile
signatures as and to the extent authorized by the
Board or a committee thereof. If any officer or
employee whose facsimile signature has been placed
upon any form of instrument shall have ceased to be
such officer or employee before an instrument in such
form is issued, such instrument may be issued with
the same effect as if such person had been such
officer or employee at the time of its issue.
Article V
General
Indemnification Section 5.1 To the full extent permitted by the laws of
of Directors and the State of New York, the Company shall indemnify
Officers any person made or threatened to be made a party to
any action or proceeding, whether civil or criminal, by
reason of the fact that such person, or such person's
testator or intestate.
<PAGE>
Bylaws 23
- ------------------------------------------------------------
1) is or was a director or officer of the Company, or
2) serves or served another corporation, partnership,
joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of the
Company, and also is or was a director or officer of
the Company against judgments, fines, amounts
paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily
incurred in connection with or as a result of such
action or proceeding, or any appeal therein.
Article VI
Amendment of Bylaws
Section 6.1 These Bylaws or any of them may be Amendments
amended, altered or repealed by the Board at any
regular or special meeting if written notice setting
forth the proposed amendment, alteration or repeal
shall have been mailed to all directors at least five
days before the meeting provided, however, that Section
5.1 of these Bylaws may not be amended, altered
or repealed by the Board so as to affect adversely any
then existing rights of any director or officer.
<PAGE>
24
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I.....................................................
......................................................
of Metropolitan Life Insurance Company, a New York
corporation, do hereby certify that the foregoing is a
full, true and correct copy of the Charter and Bylaws
of said Metropolitan Life Insurance Company, as
amended to date.
In Witness Whereof, I have hereunto set my hand
and have caused to be affixed the corporate seal of
said Metropolitan Life Insurance Company this
.........day of.......................................
......................................................
<PAGE>
[LOGO] Metropolitan Life
AND AFFILIATED COMPANIES
Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010-3690
<PAGE>
EXHIBIT 1.(A) 6(b)
BYLAWS Chairman Place stated that it was proposed to
AMENDMENT amend the Company's Bylaws to establish the
International Committee as a standing committee of
the Board in light of the Company's increasing
international activities, and to delete reference
to a specific time fixed for regular Board
meetings.
ON MOTION it was resolved that, subject to receipt
of final approval of the Superintendent of
Insurance of the State of New York,
(a) Section 1.1 of the Bylaws of the Company be
amended to read as follows:
Regular meetings of the Board for the
transaction of any business shall be held at
the Home Office of the Company on the fourth
Tuesday of each month, unless another date or
place is fixed in any written notice of any
such regular meeting given in the manner
required by Section 1.2 of these Bylaws for a
special meeting. Except as otherwise required
by law or these Bylaws, notice of regular
meetings need not be given. The first regular
meeting of the Board following the second
Tuesday of April of each year and any
adjournment or adjournments of such meeting
shall be known as the Annual Organization
Meeting. The Board may cancel any regular
meeting of the Board, other than the Annual
Organization Meeting; provided, however, that
the number of regular meetings of the Board
held in each calendar year shall not be less
than the number required by law.
(b) Section 2.1 of the Bylaws of the Company be
amended to read as follows:
The Board shall have the following standing
committees, each consisting of not less than
three directors as shall be determined by the
Board:
Insurance and Executive Committee
Investment Committee
Nominating and Compensation Committee
Audit Committee
Corporate Social Responsibility Committee
<PAGE>
International Committee
No member of the Audit Committee or the
Nominating and Compensation Committee may be
an officer director and the number of officer
directors on any other committee shall be less
than a quorum of such committee.
(c) A new Section 2.11 be added to the Bylaws of
the Company to read as follows:
The International Committee shall exercise
general supervision over the Company's
international activities and shall provide
advice with respect to international business,
economic and political developments as such
developments relate to the Company's
international activities.
(d) Former Section 2.11 of the Bylaws of the
Company be redesignated Section 2.12.
(e) The Officers be authorized to take any and all
necessary actions and to execute any and all
necessary documents to effectuate the intent
of the foregoing.
--o--
<PAGE>
EXHIBIT 10
Statement of Metropolitan Life
Insurance Company Pursuant to
Rule 27d-2 Under the Investment
Company Act of 1940
The undersigned hereby states that on a monthly basis throughout its
fiscal year ended December 31, 1995, it has met the requirements of Rule 27d-2
(a)(1) under the Investment Company Act of 1940 in that it had a combined
capital paid-up, gross paid in and contributed surplus and unassigned surplus at
least equal to $1,000,000. Such capitalization was larger than 200 percent of
the amount of the total refund obligation of Metropolitan Life Insurance Company
pursuant to Sections 27(d) and 27(f) under the Investment Company Act of 1940
less any liability reserve established by Metropolitan Life Insurance Company to
meet such obligations.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Christopher P. Nicholas
--------------------------------
Christopher P. Nicholas
Associate General Counsel
February 29, 1996
