EX-99.77C VOTES 2 ex-77c.txt THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES ("GIS ACCOUNT") THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES ("QB ACCOUNT") THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES ("MM ACCOUNT") Sub-Item 77C Submission of matters to a vote of security holders Combined Special Meetings of the GIS, QB and MM Accounts were held on June 23, 2005 and adjourned to June 30, 2005. The Special Meeting for the MM Account was further adjourned until July 18, 2005. There were three proposals submitted to contract owners: Proposal 1 was the approval of the investment advisory contracts between the Accounts and The Travelers Asset Management International Company LLC ("TAMIC") The agreements terminated as a matter of law at the closing of the sale of The Travelers Insurance Company ("TIC") and certain affiliates by Citigroup Inc. to MetLife, Inc. on June 30, 2005 (the "MetLife Transaction"). Proposal 2 was the approval of future subadvisory agreements without a contract owner vote. Proposal 3 was the election of a new member of the Board of Managers, Elizabeth Forget, who is affiliated with MetLife, Inc. The contract owners approved all proposals. The following table sets forth the number of contract owner units voted for, against and withheld as to each Proposal. Proposal 1 GIS Account For 11,291,066 Against 954,275 Withhold 1,021,494 QB Account For 5,848,216 Against 443,149 Withhold 364,747 MM Account For 8,113,310 Against 864,258 Withhold 1,049,214 Proposal 2 GIS Account For 9,938,444 Against 2,225,59 Withhold 1,102,798 QB Account For 5,244,318 Against 966,597 Withhold 445,198 MM Account For 7,018,882 Against 2,086,801 Withhold 921,099 Proposal 3 GIS Account For 12,213,351 Withhold 1,053,484 QB Account For 6,251,739 Withhold 404,374 MM Account For 8,792,126 Withhold 1,234,656