-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F3/U3XgxTJWnL3qOA6YWi/mT5LANQ96NuUUcF7ggoRATvRp1MyDGZRKMbj2tIXnG IA5HT/D5znBx+7SoNDdFVg== 0001158649-06-000038.txt : 20060216 0001158649-06-000038.hdr.sgml : 20060216 20060216170658 ACCESSION NUMBER: 0001158649-06-000038 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN SERIES FUND INC CENTRAL INDEX KEY: 0000710826 IRS NUMBER: 833164113 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-14/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-131093 FILM NUMBER: 06626027 BUSINESS ADDRESS: STREET 1: 501 BOYLSTON STREET STREET 2: C/O METLIFE ADVISERS, LLC CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-578-2000 MAIL ADDRESS: STREET 1: C/O METLIFE ADVISERS, LLC STREET 2: 501 BOYLSTON STREET, 5E CITY: BOSTON STATE: MA ZIP: 02116 CENTRAL INDEX KEY: 0000710826 S000006511 BlackRock Bond Income Portfolio C000017802 Class A CENTRAL INDEX KEY: 0000099440 S000005356 TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES C000014598 Universal Annuity C000014599 Individual Variable Annuity Contracts C000014600 Group Variable Annuity Contracts C000014601 Universal Select Annuity C000014602 Universal Annuity Advantage N-14/A 1 qbndn14a.txt METROPOLITAN SERIES FUND N-14/A As filed with the Securities and Exchange Commission on February 16, 2006 Registration No. 333-131093/811-03618 U.S. Securities and Exchange Commission Washington, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. 1 Post-Effective Amendment No. ___ (Check appropriate box or boxes) Exact Names of Registrants as Specified in Charter: - -------------------------------------------------- ------------------------------------------------------------ THE TRAVELERS FUND U FOR VARIABLE ANNUITIES METROPOLITAN SERIES FUND, INC. - -------------------------------------------------- ------------------------------------------------------------ - -------------------------------------------------- ------------------------------------------------------------ Exact Name of Depositor: Area Code and Telephone Number: THE TRAVELERS INSURANCE COMPANY (617) 578-3104 - -------------------------------------------------- ------------------------------------------------------------ - -------------------------------------------------- ------------------------------------------------------------ Address of Depositor's Principal Executive Address of Principal Executive Offices: Offices: 501 Boylston Street, Boston, Massachusetts 02116 One Cityplace, Hartford, Connecticut 06103-3415 - -------------------------------------------------- ------------------------------------------------------------ - -------------------------------------------------- ------------------------------------------------------------ Depositor's Telephone Number, including area code: (860) 308-1000 - -------------------------------------------------- ------------------------------------------------------------
Name and Address of Agent for Service: James L. Lipscomb, Esq. Executive Vice President and General Counsel MetLife Group, Inc. MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 Copies to: John M. Loder, Esq. Ropes & Gray LLP One International Place Boston, MA 02110 Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), shall determine. Title of securities being registered: Units of interest in a sub-account of The Travelers Fund U for Variable Annuities; shares of beneficial interest in the BlackRock Bond Income Portfolio of the Metropolitan Series Fund, Inc. CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933: NO FILING FEE IS REQUIRED IN RELIANCE ON SECTION 24(F) UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. This amendment incorporates by reference the Form of Supplemental Solicitation Letter, Notice of Special Meetings of Contract Owners, Combined Prospectus/Proxy Statement, and Statement of Additional Information included in the Registration Statement filed on Form N-14 on January 18, 2005, File Nos. 333-131093 and 333-131094. FORM N-14 PART C - OTHER INFORMATION ITEM 15. INDEMNIFICATION. Section 2-418 of the Maryland General Corporation Law ("MGCL") permits indemnification of a director against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director in connection with any proceeding to which he has been made a party by reason of service as a director, unless it is established that (i) the director's act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; or (ii) the director actually received an improper personal benefit in money, property or services; or (iii) in the case of a criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. However, indemnification may not be made in any proceeding by or in the right of the corporation in which the director has been adjudged to be liable to the corporation. In addition, a director may not be indemnified in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged to be liable on the basis that personal benefit was improperly received. Section 2-418 of the MGCL also requires a corporation, unless limited by its charter, to indemnify a director who has been successful in the defense of a proceeding against reasonable expenses incurred. Reasonable expenses incurred by a director may be paid or reimbursed by a corporation in advance of the final disposition of a proceeding upon the receipt of certain written affirmations and undertakings required by Section 2-418. Unless limited by its Charter, a Maryland corporation (i) may indemnify and advance expenses to an officer to the same extent it may indemnify a director, (ii) is required to indemnify an officer to the extent required for a director, and (iii) may indemnify and advance expenses to an officer who is not a director to such further extent, consistent with law, as provided by the charter, bylaws, action of its board of directors or contract. See Article V of the Registrant's Amended and Restated Bylaws dated May 8, 2003, which Bylaws are incorporated herein by reference to Post-Effective Amendment No. 36 to the Registration Statement on Form N-1A, filed on February 4, 2004 (File No. 2-80751). See Section 7 of the Registrant's Amended and Restated Distribution Agreement dated November 3, 2004, which Agreement is incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A, filed on April 29, 2005 (File No. 2-80751). See Section 14 of the Registrant's Transfer Agency Agreement dated April 28, 2003, which Agreement is incorporated herein by reference to Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A, filed on April 29, 2004 (File No. 2-80751). The Registrant, at its expense, provides liability insurance for the benefit of its directors and officers. -5- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 16. EXHIBITS. (1)(a) Articles of Incorporation of Registrant, as amended May 23, 1983, are incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (1)(b) Articles Supplementary of Registrant, dated October 22, 1984, are incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (1)(c) Articles Supplementary of Registrant, dated May 16, 1986, are incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (1)(d) Articles Supplementary of Registrant, dated October 6, 1987, are incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (1)(e) Articles Supplementary of Registrant, dated January 27, 1988, are incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A filed on April 29, 2005. (1)(f) Articles Supplementary of Registrant, dated January 25, 1990, are incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (1)(g) Articles Supplementary of Registrant, dated August 3, 1990, are incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (1)(h) Articles Supplementary of Registrant, dated December 17, 1996, are incorporated herein by reference to Post-Effective Amendment No. 18 to the Registration Statement on Form N-1A filed on December 18, 1996. -6- (1)(i) Articles Supplementary of Registrant, dated September 9, 1998, are incorporated herein by reference to Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A filed on January 11, 1999. (1)(j) Articles Supplementary of Registrant, dated February 7, 2000, are incorporated herein by reference to Post-Effective Amendment No. 26 to the Registration Statement on Form N-1A filed on April 6, 2000. (1)(k) Articles Supplementary of Registrant, dated November 2, 2000, are incorporated herein by reference to Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A filed on November 30, 2000. (1)(l) Articles Supplementary of Registrant, dated February 26, 2001, are incorporated herein by reference to Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed on April 4, 2001. (1)(m) Articles Supplementary of Registrant, dated April 26, 2002, is incorporated herein by reference to Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A filed on April 30, 2003. (1)(n) Articles Supplementary of Registrant, dated April 18, 2003, is incorporated herein by reference to Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A filed on April 30, 2003. (1)(o) Articles Supplementary of Registrant, dated January 30, 2004, are incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A filed on April 29, 2005. (1)(p) Articles Supplementary of Registrant, dated April 22, 2004 is incorporated herein by reference to Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A filed on April 29, 2004. (1)(q) Articles Supplementary of Registrant, dated June 16, 2004, are incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A filed on April 29, 2005. (1)(r) Articles Supplementary of Registrant, dated March 3, 2005, are incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A filed on April 29, 2005. (1)(s) Certificate of Correction of Articles of Amendment, dated December 1, 1983, is incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A filed on April 29, 2005. (1)(t) Articles of Amendment, dated July 30, 1997, are incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A filed on April 29, 2005. -7- (1)(u) Articles of Amendment, dated October 6, 1998, are incorporated herein by reference to Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A filed on October 6, 1998. (1)(v) Articles of Amendment, dated February 2, 1999, are incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A filed on April 29, 2005. (1)(w) Articles of Amendment, dated January 11, 2000, are incorporated herein by reference to Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A filed on January 19, 2000. (1)(x) Articles of Amendment, dated March 5, 2001, are incorporated herein by reference to Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed on April 4, 2001. (1)(y) Articles of Amendment, dated April 26, 2002, are incorporated herein by reference to Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A filed on April 30, 2003. (1)(z) Articles of Amendment, dated April 18, 2003, are incorporated herein by reference to Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A filed on April 30, 2003. (1)(aa) Articles of Amendment dated December 11, 2003, are incorporated herein by reference to Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A filed on April 29, 2004. (1)(bb) Articles of Amendment dated April 22, 2004, are incorporated herein by reference to Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A filed on April 29, 2004. (1)(cc) Articles of Amendment dated January 28, 2005, are incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A filed on April 29, 2005. (2)(a) Bylaws of Registrant, as amended January 27, 1988, are incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (2)(b) Amendment to Bylaws, dated April 24, 1997, is incorporated herein by reference to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A filed on April 2, 1998. (2)(c) Amended and Restated Bylaws dated May 8, 2003 are incorporated herein by reference to Post-Effective Amendment No. 36 to the Registration Statement on Form N-1A filed on February 4, 2004. -8- (3) None. (4) Agreement and Plan of Reorganization (Filed as Appendix A to the Combined Prospectus/Proxy Statement included in Part A to the Form N-14 Registration Statement). (5) None. (6)(a) Advisory Agreement relating to BlackRock Bond Income Portfolio is incorporated herein by reference to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A filed on January 17, 2003. (6)(b) Subadvisory Agreement relating to BlackRock Bond Income Portfolio, is incorporated herein by reference to Post-Effective Amendment No. 39 to the Registration Statement on Form N-1A filed on February 7, 2005. (7)(a) Distribution Agreement as revised May 1, 2005, is incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A filed on April 29, 2005. (7)(b) Amended and Restated Distribution Agreement as revised May 1, 2005, is incorporated herein by reference to Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A filed on April 29, 2005. (8) None. (9)(a) Custodian Agreement with State Street Bank and Trust Company is incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (9)(b) Revised schedule of remuneration is incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (9)(c) Amendments to Custodian Agreement are incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (9)(d) Amendment to Custodian Agreement is incorporated herein by reference to Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A filed on January 29, 2002. (9)(e) Agreement dated October 23, 2002 revising list of portfolios subject to Custodian Agreement is incorporated herein by reference to Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A filed on April 30, 2003. (9)(f) Agreement dated May 30, 2003 revising list of portfolios subject to Custodian Agreement is incorporated herein by reference to Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A filed on April 29, 2004. -9- (10) Rule 18f-3 Plan is incorporated herein by reference to Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A filed on April 4, 2001. (11) Opinion and Consent of Ropes & Gray LLP is is incorporated herein by reference to the Registration Statement on Form N-14 filed on January 18, 2006, File Nos. 333-131093 and 333-131094. (12) Form of Tax Opinion of Sutherland Asbill & Brennan is is incorporated herein by reference to the Registration Statement on Form N-14 filed on January 18, 2006, File Nos. 333-131093 and 333-131094. (13)(a) Transfer Agency Agreement is incorporated herein by reference to Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A filed on April 29, 2004. (13)(b) Agreement relating to the use of the "Metropolitan" name and service marks is incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A filed on April 30, 1996. (13)(c) Form of Participation Agreement is incorporated herein by reference to Post-Effective Amendment No. 26 to the Registration Statement on Form N-1A filed on April 6, 2000. (13)(d) Expense Agreement is incorporated by reference to Post-Effective Amendment No. 39 to the Registration Statement on Form N-1A filed on February 7, 2005. (14)(a) Consent of KPMG LLP with respect to The Travelers Quality Bond Account for Variable Annuities. (To be filed by amendment.) (14)(b) Consent of Deloitte & Touche LLP with respect to the BlackRock Bond Income Portfolio of the Registrant is incorporated herein by reference to the Registration Statement on Form N-14 filed on January 18, 2006, File Nos. 333-131093 and 333-131094. (15) Not applicable. (16) Powers of Attorney are included herein as Exhibit 16. (17) Form of Proxy is incorporated herein by reference to the Registration Statement on Form N-14 filed on January 18, 2006, File Nos. 333-131093 and 333-131094. ITEM 17. UNDERTAKINGS. (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus that is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the "1933 Act"), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective -10- amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. -11- SIGNATURES As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Hartford and the State of Connecticut, on the 16th day of February, 2006. THE TRAVELERS FUND U FOR VARIABLE ANNUITIES (Registrant) By: THE TRAVELERS INSURANCE COMPANY (Depositor) By: /s/ Bennett D. Kleinberg Name: BENNETT D. KLEINBERG Title: VICE PRESIDENT AND ACTUARY THE TRAVELERS INSURANCE COMPANY (Depositor) By: /s/ Bennett D. Kleinberg Name: BENNETT D. KLEINBERG Title: VICE PRESIDENT AND ACTUARY As required by the Securities Act of 1933, the registration statement has been signed below by the following persons in the capacities indicated on the dates indicated. Signature Title Date C. Robert Henrikson Director, Chairman, President, and /s/ C. Robert Henrikson Chief Executive Officer February 16, 2006 Stanley J. Talbi Senior Vice President and Chief /s/ Stanley J. Talbi Financial Officer February 16, 2006 Joseph J. Prochaska, Jr. Senior Vice President and Chief /s/ Joseph J. Prochaska, Jr. Accounting Officer February 16, 2006 Leland C. Launer, Jr. /s/ Leland C. Launer, Jr. Director February 16, 2006 Lisa M. Weber /s/ Lisa M. Weber Director February 16, 2006
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Long Island City and the State of New York, on the 16th day of February, 2006. METROPOLITAN SERIES FUND, INC. (Registrant) By: /s/ Hugh C. McHaffie Name: HUGH C. MCHAFFIE Title: PRESIDENT As required by the Securities Act of 1933, the registration statement has been signed below by the following persons in the capacities indicated on the dates indicated. Signature Name and Title Date Hugh C. McHaffie President and Chief Executive Officer /s/ Hugh C. McHaffie (Principal Executive Officer) February 16, 2006 Steve A. Garban /s/ Steve A. Garban* Director February 16, 2006 Linda B. Strumpf /s/ Linda Strumpf* Director February 16, 2006 Michael S. Scott Morton /s/ Michael S. Scott Morton* Director February 16, 2006 Arthur G. Typermass /s/ Arthur G. Typermass* Director February 16, 2006 H. Jesse Arnelle /s/ H. Jesse Arnelle* Director February 16, 2006 Nancy Hawthorne /s/ Nancy Hawthorne* Director February 16, 2006 John T. Ludes /s/ John T. Ludes* Director February 16, 2006 Peter H. Duffy Treasurer (Principal Financial and /s/ Peter H. Duffy Accounting Officer) February 16, 2006
*By:/s/ Jack P. Huntington ------------------------- Jack P. Huntington Attorney-in-Fact EX-99.16 2 ex16.txt POWERS OF ATTORNEY METROPOLITAN SERIES FUND, INC. POWER OF ATTORNEY I, a member of the Board of Directors of Metropolitan Series Fund, Inc. (the "Fund"), hereby constitute and appoint Jack P. Huntington, Thomas M. Lenz, Peter Duffy and Hugh C. McHaffie, and each of them singly, my true and lawful attorneys, with full power to them and each of them to sign, for me, and in my name and in the capacities indicated below, any and all registration statements on Form N-14 relating to the reorganization of The Travelers Quality Bond Account for Variable Annuities (the "Account"), under which reorganization the assets of the Account will be transferred to BlackRock Bond Income Portfolio, a series of the Fund, and any and all amendments thereto to be filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933 and/or the Investment Company Act of 1940, hereby ratifying and confirming my signature as it may be signed by my said attorneys to any and all such registration statements and amendments thereto. Witness my hand on the 28th of December, 2005. /s/ H. Jesse Arnelle --------------------------------- H. Jesse Arnelle, Director Metropolitan Series Fund, Inc. METROPOLITAN SERIES FUND, INC. POWER OF ATTORNEY I, a member of the Board of Directors of Metropolitan Series Fund, Inc. (the "Fund"), hereby constitute and appoint Jack P. Huntington, Thomas M. Lenz, Peter Duffy and Hugh C. McHaffie, and each of them singly, my true and lawful attorneys, with full power to them and each of them to sign, for me, and in my name and in the capacities indicated below, any and all registration statements on Form N-14 relating to the reorganization of The Travelers Quality Bond Account for Variable Annuities (the "Account"), under which reorganization the assets of the Account will be transferred to BlackRock Bond Income Portfolio, a series of the Fund, and any and all amendments thereto to be filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933 and/or the Investment Company Act of 1940, hereby ratifying and confirming my signature as it may be signed by my said attorneys to any and all such registration statements and amendments thereto. Witness my hand on the 28th of December, 2005. /s/ Steve A. Garban -------------------------------------- Steve A. Garban, Director Metropolitan Series Fund, Inc. METROPOLITAN SERIES FUND, INC. POWER OF ATTORNEY I, a member of the Board of Directors of Metropolitan Series Fund, Inc. (the "Fund"), hereby constitute and appoint Jack P. Huntington, Thomas M. Lenz, Peter Duffy and Hugh C. McHaffie, and each of them singly, my true and lawful attorneys, with full power to them and each of them to sign, for me, and in my name and in the capacities indicated below, any and all registration statements on Form N-14 relating to the reorganization of The Travelers Quality Bond Account for Variable Annuities (the "Account"), under which reorganization the assets of the Account will be transferred to BlackRock Bond Income Portfolio, a series of the Fund, and any and all amendments thereto to be filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933 and/or the Investment Company Act of 1940, hereby ratifying and confirming my signature as it may be signed by my said attorneys to any and all such registration statements and amendments thereto. Witness my hand on the 28th of December, 2005. /s/ Nancy Hawthorne ------------------------------------ Nancy Hawthorne, Director Metropolitan Series Fund, Inc. METROPOLITAN SERIES FUND, INC. POWER OF ATTORNEY I, a member of the Board of Directors of Metropolitan Series Fund, Inc. (the "Fund"), hereby constitute and appoint Jack P. Huntington, Thomas M. Lenz, Peter Duffy and Hugh C. McHaffie, and each of them singly, my true and lawful attorneys, with full power to them and each of them to sign, for me, and in my name and in the capacities indicated below, any and all registration statements on Form N-14 relating to the reorganization of The Travelers Quality Bond Account for Variable Annuities (the "Account"), under which reorganization the assets of the Account will be transferred to BlackRock Bond Income Portfolio, a series of the Fund, and any and all amendments thereto to be filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933 and/or the Investment Company Act of 1940, hereby ratifying and confirming my signature as it may be signed by my said attorneys to any and all such registration statements and amendments thereto. Witness my hand on the 28th of December, 2005. /s/ John T. Ludes --------------------------------- John T. Ludes, Director Metropolitan Series Fund, Inc. METROPOLITAN SERIES FUND, INC. POWER OF ATTORNEY I, a member of the Board of Directors of Metropolitan Series Fund, Inc. (the "Fund"), hereby constitute and appoint Jack P. Huntington, Thomas M. Lenz, Peter Duffy and Hugh C. McHaffie, and each of them singly, my true and lawful attorneys, with full power to them and each of them to sign, for me, and in my name and in the capacities indicated below, any and all registration statements on Form N-14 relating to the reorganization of The Travelers Quality Bond Account for Variable Annuities (the "Account"), under which reorganization the assets of the Account will be transferred to BlackRock Bond Income Portfolio, a series of the Fund, and any and all amendments thereto to be filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933 and/or the Investment Company Act of 1940, hereby ratifying and confirming my signature as it may be signed by my said attorneys to any and all such registration statements and amendments thereto. Witness my hand on the 28th of December, 2005. /s/ Michael S. Scott Morton --------------------------------- Michael S. Scott Morton, Director Metropolitan Series Fund, Inc. METROPOLITAN SERIES FUND, INC. POWER OF ATTORNEY I, a member of the Board of Directors of Metropolitan Series Fund, Inc. (the "Fund"), hereby constitute and appoint Jack P. Huntington, Thomas M. Lenz, Peter Duffy and Hugh C. McHaffie, and each of them singly, my true and lawful attorneys, with full power to them and each of them to sign, for me, and in my name and in the capacities indicated below, any and all registration statements on Form N-14 relating to the reorganization of The Travelers Quality Bond Account for Variable Annuities (the "Account"), under which reorganization the assets of the Account will be transferred to BlackRock Bond Income Portfolio, a series of the Fund, and any and all amendments thereto to be filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933 and/or the Investment Company Act of 1940, hereby ratifying and confirming my signature as it may be signed by my said attorneys to any and all such registration statements and amendments thereto. Witness my hand on the 28th of December, 2005. /s/ Arthur G. Typermass --------------------------------- Arthur G. Typermass, Director Metropolitan Series Fund, Inc. METROPOLITAN SERIES FUND, INC. POWER OF ATTORNEY I, a member of the Board of Directors of Metropolitan Series Fund, Inc. (the "Fund"), hereby constitute and appoint Jack P. Huntington, Thomas M. Lenz, Peter Duffy and Hugh C. McHaffie, and each of them singly, my true and lawful attorneys, with full power to them and each of them to sign, for me, and in my name and in the capacities indicated below, any and all registration statements on Form N-14 relating to the reorganization of The Travelers Quality Bond Account for Variable Annuities (the "Account"), under which reorganization the assets of the Account will be transferred to BlackRock Bond Income Portfolio, a series of the Fund, and any and all amendments thereto to be filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933 and/or the Investment Company Act of 1940, hereby ratifying and confirming my signature as it may be signed by my said attorneys to any and all such registration statements and amendments thereto. Witness my hand on the 28th of December, 2005. /s/ Linda B. Strumpf --------------------------------- Linda B. Strumpf, Director Metropolitan Series Fund, Inc. -----END PRIVACY-ENHANCED MESSAGE-----