TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES
TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
CODE OF ETHICS PURSUANT TO SECTION 406
OF THE SARBANES-OXLEY ACT OF 2002
FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Ethics (this "Code") pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002 has been adopted by Account(1) and applies to the
Account's Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer or persons performing similar functions (the "Covered
Officers," as set forth in EXHIBIT A) for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Account files with, or submits to,
the Securities and Exchange Commission (the "SEC") and in other
public communications made by the Account;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to conflicts of
interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY CONFLICTS OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his or her service to, the
Account. For example, a conflict of interest would arise if a Covered Officer,
or a member of the Covered Officer's family, receives improper personal benefits
as a result of the Covered Officer's position with the Account.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Account and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 (including the regulations
thereunder, the "1940 Act") and the Investment Advisers Act of 1940 (including
the regulations thereunder, the "Investment Advisers Act"). For example,
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(1) References herein to the "Account" shall refer to the Travelers
Growth and Income Stock Account for Variable Annuities, the Travelers Money
Market Account for Variable Annuities, the Travelers Quality Bond Account for
Variable Annuities, as relevant given the context.
Covered Officers may not engage in certain transactions (such as the purchase or
sale of portfolio securities or other property) with the Account because of
their status as "affiliated persons" of the Account. The compliance programs and
procedures of the Account and its investment advisers and subadvisers (the
"Service Providers"; each of the investment advisers and subadvisers shall be
referred to herein as the "Affiliated Service Providers") are designed to
prevent, or identify and correct, violations of these provisions. This Code does
not, and is not intended to, repeat or replace these programs and procedures,
and such conflicts fall outside of the parameters of this Code. See also Section
V of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Account and companies in the MetLife enterprise. As a
result, this Code recognizes that the Covered Officers will, in the normal
course of their duties (whether for the Account or for an Affiliated Service
Provider, or for both), be involved in establishing policies and implementing
decisions that will have different effects on the Affiliated Service Providers
and the Account. The participation of the Covered Officers in such activities is
inherent in the contractual relationships between the Account and its Affiliated
Service Providers and is consistent with the performance by the Covered Officers
of their duties as officers of the Account. Thus, if performed in conformity
with the provisions of the 1940 Act and the Investment Advisers Act, other
applicable laws and the Account's organizational documents, such activities will
be deemed to have been handled ethically and not to have involved any violation
of this Code. In addition, it is recognized by the Account's Boards of Managers
(the "Board") that the Covered Officers may also be directors, officers or
employees of one or more other investment companies covered by this or other
codes and that such service, by itself, does not give rise to a conflict of
interest or to a violation of this Code.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not the subject of provisions of the 1940 Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Account.
Each Covered Officer must not:
o use his or her personal influence or personal relationships to
influence investment decisions or financial reporting by the
Account whereby the Covered Officer would benefit personally to
the detriment of the Account and its unitholders;
o use his or her position with the Account for private economic gain
to himself or herself, his or her family or any other person, or
in a manner detrimental to the interests of the Account and its
unitholders;
o exercise inappropriate influence in connection with his or her
official duties that causes the Account to violate applicable
laws, rules and regulations;
o cause the Account to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Account; or
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o retaliate against any other Covered Officer or any employee of the
Account or its Service Providers or other entities doing business
with the Account for reports of potential violations of this Code
or applicable laws that are made in good faith.
There are some relationships that should always be disclosed to the
Secretary of the Account (the "Code Officer"). These relationships are listed
below:
o any ownership interest in, or any consulting or employment
relationship with, any entities doing business with the Account,
other than an Affiliated Service Provider or an affiliate of an
Affiliated Service Provider. This disclosure requirement shall not
apply to or otherwise limit the ownership of publicly traded
securities so long as the Covered Officer's ownership does not
exceed more than 1% of the outstanding securities of the relevant
class.
o a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Account for effecting
portfolio transactions or for selling or redeeming shares other
than an interest arising from the Covered Officer's employment
with an Affiliated Service Provider or its affiliates. This
disclosure requirement shall not apply to or otherwise limit (i)
the ownership of publicly traded securities so long as the Covered
Officer's ownership does not exceed more than 1% of the particular
class of security outstanding or (ii) the receipt by an Affiliated
Service Provider or its affiliate of research or other benefits in
exchange for "soft dollars."
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself or herself with
the disclosure requirements generally applicable to the Account;
o each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Account to others, whether
within or outside the Account, including to the Board and
auditors, and to governmental regulators and self-regulatory
organizations;
o each Covered Officer should, to the extent appropriate within his
or her area of responsibility, consult with other officers and
employees of the Account, the Service Providers or their
affiliates, auditors, other entities doing business with the
Account or with counsel to the Account with the goal of promoting
full, fair, accurate, timely and understandable disclosure in the
reports and documents the Account files with, or submits to, the
SEC (which for the sake of clarity, does not include any sales
literature, omitting prospectuses or "tombstone" advertising
prepared by the Account's principal underwriter) and in other
public communications made by the Account; and
o it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations by (i) adhering personally
to such standards and restrictions and (ii) encouraging and
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counseling other persons involved with the Account to adhere to
such standards and restrictions.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Account that
he or she has received, read, and understands the Code;
o annually thereafter affirm to the Account that he or she has
complied with the requirements of the Code;
o provide full and fair responses to all questions asked in any
Director and Officer Questionnaire as well as with respect to any
supplemental request for information; and
o notify the Code Officer promptly if he or she knows of any
material violation of this Code. Failure to do so is itself a
violation of this Code.
The Code Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. The Code Officer may consult
with internal or external counsel or accountants or members of the MetLife
Compliance Department to assist with the application and interpretation of this
Code.
Requests for waivers from the Code shall be submitted in writing to the
Code Officer. The Audit Committee of the Board of Managers shall be authorized
to grant waivers, as it deems appropriate. Any changes to or waivers of this
Code will, to the extent required, be disclosed as provided by SEC rules.
The Account will follow these procedures in investigating and enforcing
this Code:
o the Code Officer will take all appropriate action to investigate
any potential material violations reported to him or her, which
may include the use of internal or external counsel, accountants
or other personnel, including members of the MetLife Compliance
Department;
o if, after such investigation, the Code Officer believes that no
material violation has occurred, the Code Officer is not required
to take any further action;
o any matter that the Code Officer believes is a material violation
will be reported to the President (if the violation is by someone
other than the President), the MetLife Compliance Department and
Audit Committee of the Board of Managers (the "Committee");
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o if the Committee concurs that a material violation has occurred,
it will consider appropriate action, which may include review of,
and appropriate modifications to, applicable policies and
procedures; notification to appropriate personnel of an Affiliated
Service Provider or its board; and/or disciplinary action (which
may include the dismissal of the Covered Officer as an officer or
employee of the Account);
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Account for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. The Account and its
Service Providers' codes of ethics under Rule 17j-1 under the 1940 Act and the
Service Providers' more detailed compliance policies and procedures are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to EXHIBIT A, must
be approved or ratified by a majority vote of the Board.
VII. INTERNAL USE
The Code is intended solely for internal use by the Account and does
not constitute an admission, by or on behalf of the Account, as to any fact,
circumstance, or legal conclusion.
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EXHIBIT A
Persons Covered by this Code of Ethics
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ACCOUNT PRINCIPAL EXECUTIVE OFFICER PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER
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Travelers Growth and Income Elizabeth M. Forget, Chief Al Leland, Chief Financial Officer
Stock Account for Variable Executive Officer
Annuities
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Travelers Money Market Account Elizabeth M. Forget, Chief Al Leland, Chief Financial Officer
for Variable Annuities Executive Officer
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Travelers Quality Bond Account Elizabeth M. Forget, Chief Al Leland, Chief Financial Officer
for Variable Annuities Executive Officer
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