Exhibit 17(d)
Form of Proxy
Voting Instructions Form - MFS Total Return Portfolio
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The Travelers Insurance Company The Travelers Life and Annuity Company
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Citicorp Life Insurance Company First Citicorp Life Insurance Company
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Voting Instructions solicited by The Travelers Insurance Company, The Travelers
Life and Annuity Company, Citicorp Life Insurance Company, and First Citicorp
Life Insurance Company in connection with a solicitation of proxies by the Board
of Directors of Travelers Series Fund Inc. (the "Fund") for a special meeting of
stockholders of the Fund's MFS Total Return Portfolio (the "Portfolio") to be
held on June 29, 2005.
I hereby instruct The Travelers Insurance Company, The Travelers Life and
Annuity Company, Citicorp Life Insurance Company, or First Citicorp Life
Insurance Company, as appropriate, to vote the shares of the Portfolio of the
Trust as to which I am entitled to give instructions at the Special Meeting of
Shareholders of the Portfolio to be held on June 29, 2005 at 9:00 a.m. Eastern
Time, at Citigroup Center, 153 East 53rd Street, 14th Floor Conference Center,
New York, New York 10022, or any adjournment(s) thereof, as follows:
Please vote by marking the appropriate box below:
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For Against Abstain
1. To approve the Plan of Reorganization. [ ] [ ] [ ]
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2. To transact such other business as may properly come before the special
meeting [ ] [ ] [ ] or any adjournment(s) thereof.
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I hereby revoke any and all voting instructions with respect to such shares
previously given by me. I acknowledge receipt of the Combined Prospectus/Proxy
Statement dated May __, 2005. I realize that if I return this form without
providing any instructions regarding a proposal, my timely returning of this
form will be deemed to be an instruction to vote in favor of the proposal.
These voting instructions may be revoked prior to the special meeting by
notifying the secretary of The Travelers or the secretary of the Fund, in
writing by 5:00 p.m. on June __, 2005.
If a contract is held jointly, each contract owner should sign. If only one
signs, his or her signature will be binding. If the contract owner is a
corporation, the President or a Vice President should sign in his or her own
name, indicating title. If the contract owner is a partnership, a partner should
sign in his or her own name, indicating that he or she is a "Partner." If the
contract owner is a trust, the trustee should sign in his or her own name,
indicating that he or she is a "Trustee."
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Signature and title: ______________________ Signature (joint owners): ______________________
Date: __________________________ Date: __________________________
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WO 385355.1