EXHIBIT 12(a)(1)
TRAVELERS SERIES TRUST
CAPITAL APPRECIATION FUND
HIGH YIELD BOND TRUST
MANAGED ASSETS TRUST
MONEY MARKET PORTFOLIO
CODE OF ETHICS PURSUANT TO SECTION 406
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OF THE SARBANES-OXLEY ACT OF 2002
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FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
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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 Trust/1/ and applies to the
Trust'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:
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. honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
. full, fair, accurate, timely, and understandable disclosure in reports
and documents that the Trust files with, or submits to, the Securities
and Exchange Commission (the "SEC") and in other public communications
made by the Trust;
. compliance with applicable laws and governmental rules and regulations;
. the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
. 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 Trust.
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 Trust.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Trust and already are subject to conflict of interest
provisions in the Investment Company
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/1/ References herein to the "Trust" shall refer to the Travelers Series
Trust, the Capital Appreciation Fund, the High Yield Bond Trust, the
Managed Assets Trust and/or the Money Market Portfolio, as relevant given
the context.
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, Covered Officers may not engage in
certain transactions (such as the purchase or sale of portfolio securities or
other property) with the Trust because of their status as "affiliated persons"
of the Trust. The compliance programs and procedures of the Trust 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 Trust 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 Trust 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 Trust. The participation of the Covered Officers in such activities is
inherent in the contractual relationships between the Trust and its Affiliated
Service Providers and is consistent with the performance by the Covered
Officers of their duties as officers of the Trust. Thus, if performed in
conformity with the provisions of the 1940 Act and the Investment Advisers Act,
other applicable laws and the Trust'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 Trust's Boards of
Trustees (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 Trust.
Each Covered Officer must not:
. use his or her personal influence or personal relationships to
influence investment decisions or financial reporting by the Trust
whereby the Covered Officer would benefit personally to the detriment
of the Trust and its shareholders;
. use his or her position with the Trust 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 Trust and its shareholders;
. exercise inappropriate influence in connection with his or her
official duties that causes the Trust to violate applicable laws,
rules and regulations;
. cause the Trust to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Trust; or
. retaliate against any other Covered Officer or any employee of the
Trust or its Service Providers or other entities doing business with
the Trust 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 Trust (the "Code Officer"). These relationships are listed
below:
. any ownership interest in, or any consulting or employment
relationship with, any entities doing business with the Trust, 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.
. a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Trust 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
. Each Covered Officer should familiarize himself or herself with the
disclosure requirements generally applicable to the Trust;
. each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Trust to others, whether
within or outside the Trust, including to the Board and auditors, and
to governmental regulators and self-regulatory organizations;
. each Covered Officer should, to the extent appropriate within his or
her area of responsibility, consult with other officers and employees
of the Trust, the Service Providers or their affiliates, auditors,
other entities doing business with the Trust or with counsel to the
Trust with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Trust 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 Trust's principal underwriter) and in
other public communications made by the Trust; and
. 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 counseling other persons
involved with the Trust to adhere to such standards and restrictions.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
. upon adoption of the Code (or thereafter as applicable, upon becoming
a Covered Officer), affirm in writing to the Trust that he or she has
received, read, and understands the Code;
. annually thereafter affirm to the Trust that he or she has complied
with the requirements of the Code;
. 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
. 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 Trustees 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 Trust will follow these procedures in investigating and enforcing this
Code:
. 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;
. 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;
. 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
Trustees (the "Committee");
. 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 Trust);
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Trust for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. The Trust 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
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approved or ratified by a majority vote of the Board.
VII.INTERNAL USE
The Code is intended solely for internal use by the Trust and does not
constitute an admission, by or on behalf of the Trust, as to any fact,
circumstance, or legal conclusion.
ADOPTED: June 13, 2005
EXHIBIT A
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PERSONS COVERED BY THIS CODE OF ETHICS
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PRINCIPAL EXECUTIVE PRINCIPAL FINANCIAL OFFICER
TRUST OFFICER PRINCIPAL ACCOUNTING OFFICER
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The Travelers Series Trust Elizabeth M. Forget Peter Duffy
Capital Appreciation Fund Elizabeth M. Forget Peter Duffy
High Yield Bond Trust Elizabeth M. Forget Peter Duffy
Managed Assets Trust Elizabeth M. Forget Peter Duffy
Money Market Portfolio Elizabeth M. Forget Peter Duffy