-----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, Qfe/LRr6WX/d8Fg7v/lWTRlrG6+0hDx3TzR1z1//3U/XPzaH2cgJ0YydnB0cP6B6 B9Hc4TyU3VAEqGuxwguI/A== 0000930413-05-003453.txt : 20050506 0000930413-05-003453.hdr.sgml : 20050506 20050506123418 ACCESSION NUMBER: 0000930413-05-003453 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050228 FILED AS OF DATE: 20050506 DATE AS OF CHANGE: 20050506 EFFECTIVENESS DATE: 20050506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSTITUTIONAL PORTFOLIO CENTRAL INDEX KEY: 0001140869 IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-10407 FILM NUMBER: 05806443 BUSINESS ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-625-4554 MAIL ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 N-CSRS 1 c36755.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-10407

Institutional Portfolio

(Exact name of registrant as specified in charter)

125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.
Smith Barney Fund Management LLC
300 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)

Registrant's telephone number, including area code: (800) 451-2010

Date of fiscal year end: August 31
Date of reporting period: February 28, 2005

ITEM 1. REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.

Prime Cash Reserves Portfolio
S C H E D U L E O F I N V E S T M E N T S		February 28, 2005
(unaudited)

		Principal
		Amount
Issuer		(000’s omitted)		Value

Certificates of Deposit (Yankee) — 4.5%

Barclays Bank PLC:
2.14% due 4/11/05		$50,000	$	49,972,512
2.42% due 4/18/05		75,000		75,000,000
Credit Suisse First
Boston USA (a):
2.58% due 3/21/05		50,000		50,000,000
2.88% due 5/25/05		50,000		50,001,700
Rabobank Nederland,
2.50% due 5/12/05		50,000		49,750,000

				274,724,212


Commercial Paper — 75.0%

Alpine Securitization Corp.,
2.60% due 4/4/05		60,000		59,852,667
Atomium Funding Corp.:
2.49% due 3/16/05		48,566		48,515,613
2.60% due 4/1/05		50,000		49,888,056
BankAmerica Corp.,
2.14% due 4/11/05		50,000		49,878,139
Barton Cap Corp.,
2.52% due 3/11/05 (b)		86,292		86,231,596
Beethoven Funding Corp.:
2.55% due 3/22/05		55,232		55,149,842
2.60% due 3/22/05		63,340		63,243,934
Blue Heron Funding V
Ltd. Series 5A, 2.63%
due 3/23/05 (a)(b)		75,000		75,000,000
Blue Heron Funding VII
Ltd. Series 7A, 2.70%
due 3/29/05 (a)(b)		25,000		25,000,000
Bryant Park
Funding LLC (b):
2.54% due 3/1/05		56,279		56,279,000
2.51% due 3/16/05		52,205		52,150,402
2.70% due 5/3/05		50,442		50,203,662
Chariot Funding LLC,
2.54% due
3/15/05 (b)		55,219		55,164,456
Chesham Finance Ltd.:
2.45% due 3/7/05		50,000		49,979,583
2.59% due 3/10/05		137,175		137,086,179
Cimarron CDO., Ltd.,
Series A-1,
2.58% due 3/15/05 (b) 68,770				68,686,215
Cobbler Funding LLC,
2.67% due 4/25/05 (b) 60,000				59,755,250
Curzon Funding LLC:
2.55% due 3/1/05	46,890			46,890,000
2.65% due 3/30/05		69,865		69,715,858
Davis Square Fund III
Corp. (b):
2.55% due 3/23/05		50,000		49,922,083
2.50% due 3/24/05		66,300		66,194,104
Depfa Bank Europe
PLC (b):
2.43% due 3/14/05		75,000		74,934,188
2.64% due 4/19/05		75,000		74,730,500
Fenway Funding LLC,
2.57% due 3/10/05		80,000		79,948,600
Foxboro Funding Ltd.,
2.56% due 3/1/05 (b)		65,362		65,362,000
Gemini Securitization
LLC.,
2.52% due 3/11/05 (b) 55,119				55,080,417
General Electric
Capital Corp.,
2.47% due 5/2/05		60,000		59,744,767
General Electric
Capital Services,
2.60% due 4/6/05 (b)		50,000		49,870,000
Goldman Sachs Group,
2.72% due 3/1/05 (a)		75,000		75,000,000
Hannover Funding
Co., LLC (b):
2.54% due 3/1/05		35,875		35,875,000
2.55% due 3/14/05		63,731		63,672,314
2.60% due 3/24/05		47,356		47,277,336
Jupiter Securitization
Corp.,
2.53% due 3/9/05 (b)		80,210		80,164,904
Landale Funding LLC,
2.73% due 5/16/05 (b) 60,000				59,654,200
Liberty Harbour
CDO, Inc.,
Series 2005-1,
2.56% due 3/18/05 (b) 65,078				64,999,328
LINKS Finance LLC,
2.55% due 3/1/05 (a)		60,000		59,999,482
Main Street
Warehouse LLC:
2.57% due 3/14/05		50,000		49,953,597
2.67% due 3/30/05		75,000		74,838,688
Mane Funding Corp.,
2.50% due 3/18/05 (b)109,000				108,871,319

Prime Cash Reserves Portfolio
P O R T F O L I O O F I N V E S T M E N T S		February 28, 2005
(unaudited) (continued)

	Principal
	Amount
Issuer	(000’s omitted)	Value

Commercial Paper — (cont’d.)

Market Street Funding (b):
2.53% due 3/21/05	$50,000	$	49,929,722
2.54% due 3/21/05	44,291	44,228,500
Mica Funding LLC:
2.58% due 3/7/05	50,000	49,978,500
2.55% due 3/15/05	63,213	63,150,314
2.60% due 3/21/05	60,000	59,913,333
National Australia Funding
Corp.,
2.55% due 3/17/05 (b) 60,000		59,932,000
New Center Asset Trust,
Series A-1,
2.67% due 3/30/05	75,000	74,838,688
New Amsterdam
Receivables,
2.55% due 3/21/05	50,000	49,929,167
Nyala Funding LLC.,
2.50% due 3/15/05 (b) 95,000		94,907,639
Old Line Funding
Corp., 2.52%
due 3/14/05 (b)	39,020	38,984,492
Paradigm Funding LLC.,
2.54% due 3/22/05 (b) 50,000		49,925,917
Park Sienna LLC,
2.60% due 3/10/05	92,101	92,041,134
Perry Global Funding
LLC., Series A,
2.61% due 4/8/05 (b)	50,000	49,862,250
Polonius Inc.,
2.96% due 7/25/05	63,140	62,382,039
Premier Asset
Collateralized Entity
1.99% due 3/10/05	22,700	22,688,707
Prudential PLC,
2.50% due 3/15/05 (b) 38,000		37,963,056
Regency Markets LLC:
2.54% due 3/3/05	66,513	66,503,614
2.89% due 6/20/05	75,000	74,331,688
Saint Germain
Holdings Ltd.:
2.55% due 3/9/05	45,000	44,974,500
2.57% due 3/14/05	52,500	52,451,277
Santander Center
Hispano Finance
(Delaware) Inc.,
2.78% due 5/16/05	60,000	59,647,233
Sigma Finance Inc.:
2.55% due 3/1/05 (a)	70,000	69,986,808
2.74% due 5/16/05	60,000	59,652,933

Silver Tower US Funding,
2.55% due
3/22/05 (b)	55,000	54,918,188
Stanfield Victoria
Finance LLC.:
2.56% due 3/1/05 (a)	50,000	49,999,753
2.58% due 3/15/05 (a) 75,000		74,992,454
Surrey Funding Corp.:
2.55% due 3/8/05	60,000	59,970,250
2.50% due 3/14/05	82,320	82,245,683
Tango Finance Corp.,
2.75% due 6/3/05 (b)	58,500	58,079,938
Tasman Funding Inc.:
2.54% due 3/21/05	50,000	49,929,444
2.52% due 3/31/05	50,000	49,895,000
2.73% due 4/26/05	60,000	59,745,200
Ticonderoga Funding
LLC, 2.53% due
3/14/05 (b)	39,000	38,964,369
Victory Receivables
Corp.,
2.55% due 3/15/05	50,000	49,950,417
Wal-Mart Funding Corp.,
2.66% due 4/20/05 (b) 75,000		74,722,917
White Pine Finance LLC,
2.55% due
3/15/05 (a)	100,000	99,970,740
Whistlejacket Capital Ltd.,
2.58% due 3/1/05 (a)	35,000	34,999,165

		4,621,350,308


Master Notes (a) — 4.1%

Merrill Lynch & Co., Inc.,
2.78% due 3/1/05	200,000	200,000,000
Morgan Stanley,
2.83% due 3/1/05	50,000	50,000,000

		250,000,000


Time Deposits — 11.6%

JP Morgan Chase Grand
Cayman Islands,
.50% due 3/1/05	200,000	200,000,000
National City Bank
Kentucky,
2.50% due 3/1/05	257,382	257,382,000
Societe Generale
Cayman Islands,
2.50% due 3/1/05	260,000	260,000,000

		717,382,000

Prime Cash Reserves Portfolio
P O R T F O L I O O F I N V E S T M E N T S		February 28, 2005
(unaudited) (continued)

	Principal
	Amount
Issuer	(000’s omitted)		Value

U.S. Government Agency
Discount Notes — 4.8%

Federal National
Mortgage Association:
2.57% due 3/1/05 (a)	$ 70,000		$	69,998,319
2.43% due 4/3/05 (a)	71,000		70,972,587
2.48% due 4/6/05	28,415		28,344,389
2.53% due 4/13/05	50,000		49,848,903
2.96% due 8/24/05	75,000		73,916,500

			293,080,698

Total Investments, at
Amortized Cost	100.0	%	6,156,537,218
Other Assets in
Excess of Liabilities	0.0	%	2,123,928

Total Net Assets	100.0	%	$	6,158,661,146

(a)	The coupon rate listed for floating or adjustable rate securities represent the rate at period end.
	The due dates on these securities reflect the next interest rate date or, when applicable the maturity date.

(b)	Security is exempt from registration under Rule 144A of the Securities Act of 1933.This security may be resold in transactions that are exempt from registration, normally to qualified institu- tional buyers.

See Notes to Financial Statements.

Prime Cash Reserves Portfolio
S T A T E M E N T O F A S S E T S A N D L I A B I L I T I E S

February 28, 2005 (unaudited)

ASSETS:
Investments, at amortized cost (Note 1A)	$	6,156,537,218
Cash		675
Interest receivable		2,929,967

Total Assets		6,159,467,860

LIABILITIES:
Management fee payable (Note 2)		377,888
Trustees’ fees payable		3,206
Accrued expenses and other liabilities		425,620

Total Liabilities		806,714

Total Net Assets	$	6,158,661,146

REPRESENTED BY:
Capital paid in excess of beneficial interest	$	6,158,661,146


See Notes to Financial Statements.

Prime Cash Reserves Portfolio
S T A T E M E N T O F O P E R AT I O N S

For the Six Months Ended February 28, 2005 (unaudited)


INVESTMENT INCOME (NOTE 1):				$	58,553,055

EXPENSES:
Management fee (Note 2)	$	2,757,815
Custody and fund accounting fees		501,562
Trustees’ fees		50,225
Audit and legal		39,910
Other		6,881

Total Expenses		3,356,393
Less: Management fees waived (Note 2)		(607,911	)
Fees paid indirectly (Note 1E)		(157	)

Net Expenses					2,748,325

Net Investment Income				$	55,804,730


See Notes to Financial Statements.

Prime Cash Reserves Portfolio
S T A T E M E N T O F C H A N G E S I N N E T A S S E T S
For the Six Months Ended February 28, 2005 (unaudited)
and the Year Ended August 31, 2004

		2005			2004

OPERATIONS:
Net investment income	$	55,804,730		$	39,310,891

CAPITAL TRANSACTIONS:
Proceeds from contributions		12,167,704,543			17,256,016,462
Value of withdrawals		(10,587,240,346	)		(15,458,994,768	)

Increase in Net Assets From Capital Transactions		1,580,464,197			1,797,021,694

Increase in Net Assets		1,636,268,927			1,836,332,585
NET ASSETS:
Beginning of period		4,522,392,219			2,686,059,634

End of period	$	6,158,661,146		$	4,522,392,219


See Notes to Financial Statements.

Prime Cash Reserves Portfolio
F I N A N C I A L H I G H L I G H T S

	2005	⁽¹⁾	2004		2003		2002	⁽²⁾


Total Return⁽³⁾	0.99	%†	1.07	%	1.33	%	2.08	%‡
Net Assets, End of
Period (000s)	$6,158,661		$4,522,392		$2,686,060		$1,226,216
Ratios to Average Net Assets:
Expenses⁽⁴⁾	0.10	%†⁽⁵⁾	0.10	%⁽⁵⁾	0.11	%	0.15	%†
Net investment income	2.03	%†	1.08	%	1.27	%	1.77	%†

(1	)	For the six months ended February 28, 2005 (unaudited).
(2	)	For the period June 3, 2002 (commencement of operations) to August 31, 2002.
(3	)	Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past per- formance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower.
(4	)	The Portfolio’s Manager waived a portion of its fees for the six months ended February 28, 2005 and the years ended August 31, 2004, 2003 and the period ended 2002. If such fees were not waived, the expense ratios would have been 0.12% (annualized), 0.13%, 0.19% and 0.20% (annual- ized), respectively.
(5	)	The ratio of expenses to average net assets will not exceed 0.10%, as a result of voluntary expense limitation, which may be terminated at any time.
‡		Total return is not annualized, as it may not be representative of the total return for the year.
†		Annualized.

See Notes to Financial Statements.

Prime Cash Reserves Portfolio
N OT E S T O F I N A N C I A L S T A T E M E N T S (unaudited)

1. Significant Accounting Policies

Institutional Reserves Portfolio which changed its name to Prime Cash Reserves Portfolio (the “Portfolio”) on February 27, 2004, is a separate series of Institutional Portfolio (the Trust). The Trust is registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”) as a no-load, diversified, open-end management investment company which was organized as a trust under the laws of the State of New York. The Declaration of Trust permits the Trustees to issue beneficial interests in the Portfolio. Citi Fund Management Inc. (the “Manager”) acts as the Investment Manager.

The following are significant accounting policies consistently followed by the Portfolio. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ from these estimates.

A. InvestmentValuation. Money market instruments are valued at amortized cost, in accordance with Rule 2a-7 under the Investment Company Act of 1940 (the “1940 Act”), which approximates market value. This method involves valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. The Fund’s use of amortized cost is subject to the Fund’s compliance with certain conditions as specified under Rule 2a-7 of the 1940 Act.

B. Investment Income and Expenses Investment income consists of interest accrued and discount earned (including both original issue and market discount), adjusted for amortization of premium, on the investments of the Portfolio. Expenses of the Portfolio are accrued daily. The Portfolio bears all costs of its operations other than expenses specifically assumed by the Manager.

C. Income Taxes The Portfolio is classified as a partnership for Federal income tax purposes. As such, each investor in the Portfolio is treated as owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Portfolio. Therefore, no Federal income tax provision is required. It is intended that the Portfolio’s assets will be managed so an investor in the Portfolio can satisfy the requirements of the subchapter M of the Internal Revenue Code.

D. Other Purchases, maturities and sales of money market instruments are accounted for on the date of the transaction.

E. Fees Paid Indirectly The Portfolio’s custodian calculates its fees based on the Portfolio’s average daily net assets. The fee is reduced according to a fee arrangement, which provides for custody fees to be reduced based on a formula developed to measure the value of cash deposited with the custodian by the Portfolio. This amount is shown as a reduction of expenses on the Statement of Operations.

Prime Cash Reserves Portfolio
N OT E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)

2. Management Agreement and Other Transactions with Affiliates

The Manager is responsible for overall management of the Portfolio, business affairs, and has a Management Agreement with the Portfolio. The Manager or an affiliate also provides certain administrative services to the Portfolio. These administrative services include providing general office facilities and supervising the overall administration of the Portfolio.

The management fees paid to the Manager are accrued daily and payable monthly. The management fees are computed at an annual rate of 0.10% of the Portfolio’s average daily net assets. The management fees amounted to $2,757,815 of which $607,911 was voluntarily waived for the six months ended February 28, 2005. Such waiver is voluntarily and may be terminated at any time at the discretion of the Manager.

The Portfolio pays no compensation directly to any Trustee or any officer who is affiliated with the Manager, all of whom receive remuneration for their services to the Fund from the Manager or its affiliates. Certain of the officers and a Trustee of the Portfolio are officers and a director of the Manager or its affiliates.

3. Investment Transactions

Purchases and maturities and sales of money market instruments aggregated $120,100,956,154 and $118,507,912,619, respectively, for the six months ended February 28, 2005.

4.Trustee Retirement Plan

The Trustees of the Portfolio have adopted a Retirement Plan for all Trustees who are not “interested persons” of the Portfolio, within the meaning of the 1940 Act. Under the Plan, all Trustees are required to retire from the Board as of the last day of the calendar year in which the applicable Trustee attains age 75 (certain Trustees who had already attained age 75 when the Plan was adopted were required to retire effective December 31, 2003). Trustees may retire under the Plan before attaining the mandatory retirement age. Trustees who have served as Trustee of the Trust or any of the investment companies associated with Citigroup for at least ten years when they retire are eligible to receive the maximum retirement benefit under the Plan. The maximum retirement benefit is an amount equal to five times the amount of retainer and regular meeting fees payable to a Trustee during the calendar year ending on or immediately prior to the applicable Trustee’s retirement. Amounts under the Plan may be paid in installments or in a lump sum (discounted to present value). Benefits under the Plan are unfunded. Three former Trustees are currently receiving payments under the plan. In addition two other former Trustees received a lump sum payment under the plan. The Portfolio’s allocable share of the expenses of the Plan for the six months ended February 28, 2005 was not material.

Prime Cash Reserves Portfolio
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)

5. Additional Information

In connection with an investigation previously disclosed by Citigroup, the Staff of the Securities and Exchange Commission (“SEC”) has notified Citigroup Asset Management (“CAM”), the Citigroup business unit that includes the funds’ investment manager and other investment advisory companies; Citicorp Trust Bank (“CTB”), an affiliate of CAM; Thomas W. Jones, the former CEO of CAM; and three other individuals, one of whom is an employee and two of whom are former employees of CAM, that the SEC Staff is considering recommending a civil injunctive action and/or an administrative proceeding against each of them relating to the creation and operation of an internal transfer agent unit to serve various CAM-managed funds.

In 1999, CTB entered the transfer agent business. CTB hired an unaffiliated subcontractor to perform some of the transfer agent services. The subcontractor, in exchange, had signed a separate agreement with CAM in 1998 that guaranteed investment management revenue to CAM and investment banking revenue to a CAM affiliate. The subcontractor’s business was later taken over by PFPC Inc., and at that time the revenue guarantee was eliminated and a one-time payment was made by the subcontractor to a CAM affiliate.

CAM did not disclose the revenue guarantee when the boards of various CAM-managed funds hired CTB as transfer agent. Nor did CAM disclose to the boards of the various CAM-managed funds the one-time payment received by the CAM affiliate when it was made. As previously disclosed, CAM has already paid the applicable funds, primarily through voluntary fee waivers, a total of approximately $17 million (plus interest), which is the amount of the revenue received by Citigroup relating to the revenue guarantee.

In addition, the SEC Staff has indicated that it is considering recommending action based on the adequacy of the disclosures made to the fund boards that approved the transfer agency arrangement, CAM’s initiation and operation of, and compensation for, the transfer agent business and CAM’s retention of, and agreements with, the subcontractor.

Citigroup is cooperating fully in the SEC’s investigation and is seeking to resolve the matter in discussions with the SEC Staff. On January 20, 2005, Citigroup stated that it had established an aggregate reserve of $196 million ($25 million in the third quarter of 2004 and $171 million in the fourth quarter of 2004) related to its discussions with the SEC Staff. Settlement negotiations are ongoing and any settlement of this matter with the SEC will require approval by the Citigroup Board and acceptance by the Commission.

Prime Cash Reserves Portfolio
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)

tribution would be made, the methodology by which such distribution would be allocated, and when such distribution would be made.

Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the funds. The Portfolio did not implement the contractual arrangement described above and will not receive any payments.

Institutional Enhanced Portfolio
S C H E D U L E O F I N V E S T M E N T S		February 28, 2005
(unaudited)

	Principal
	Amount
Issuer	(000’s omitted)		Value

Certificates of Deposit (Yankee) — 1.9%

BNP Paribas New York
Branch,
2.98% due 8/18/05	$	3,000	$	2,999,505

Commercial Paper — 65.9%

Amstel Funding Corp.
Credit Enhanced by
Abn Amro,
2.91% due 7/18/05 (a)		3,000		2,966,292
Aquinas Funding LLC,
Credit Enhanced by
Rabobank,
2.47% due 3/21/05 (a)		1,500		1,497,942
Atlantis One Funding Corp.
Credit Enhanced by
Rabobank:
2.88% due 7/25/05 (a)		1,268		1,253,190
2.95% due 8/9/05 (a)		3,000		2,960,421
Beethoven Funding Corp.
Credit Enhanced by
Dresdner Bank AG,
New York Branch: (a)
2.60% due 3/24/05,		5,000		4,991,694
2.66% due 4/6/05		2,567		2,560,172
Brahms Funding Corp.:
2.62% due 3/24/05 (a)		4,000		3,993,304
2.67% due 4/4/05 (a)		1,500		1,496,217
Bryant Park Funding LLC,
Credit Enhanced by
HSBC Bank (a)
2.77% due 5/16/05,		3,000		2,982,457
Cargill Inc.,
2.58% due 3/1/05 (a)		150		150,000
Chesham Finance LLC:
2.65% due 3/10/05 (a)		5,770		5,770,000
2.70% due 5/3/05 (a)		1,500		1,492,912
Cobbler Funding Ltd.
Credit Enhanced by
Nationwide:
2.47% due 3/1/05 (a)		1,500		1,500,000
2.70% due 4/28/05 (a)		2,685		2,673,320
Concord Minutemen Co.,
2.59% due 3/18/05 (a)		4,000		3,995,108
Crown Point Capital Co.,
3.02% due 8/16/05 (a)		3,000		2,957,720
Curzon Funding LLC,
2.52% due 3/22/05 (a)		1,500		1,497,795
Davis Square Funding III
Corp.,
2.70% due 4/29/05 (a)		1,500		1,493,362
Fenway Funding LLC.,
Credit Enhanced by
Lehman,
2.65% due 3/23/05 (a)		7,000		6,988,664
Galaxy Funding Inc.,
Credit Enhanced by
U.S. Bank,
2.45% due 3/22/05 (a)		1,500		1,497,856
Georgetown Funding Co.,
2.67% due 4/26/05 (a)		1,500		1,493,770
Grampian Funding Ltd. LLC,
Credit Enhanced by
HBOS, (a)
3.01% due 8/23/05,		4,000		3,941,472
Harwood Street
Funding Co., LLC,
2.61% due 3/24/05 (a)		1,000		998,332
Landale Funding LLC,
Credit Enhanced by
HBOS,
2.77% due 5/16/05 (a)		3,000		2,982,457
Legacy Capital Corp. LLC,
3.03% due 8/23/05 (a)		4,000		3,941,083
Liberty Harbour CDO Inc.,
2.55% due 3/9/05 (a)		4,000		3,997,733
Main Street Warehouse
Funding,
2.58% due 3/21/05 (a)		5,000		4,992,833
Monument Gardens
Funding LLC,
Credit Enhanced by
Rabobank,
2.58% due 4/11/05 (a)		1,500		1,495,593
Picaros Funding LLC,
Credit Enhanced by
KBC Bank,
2.86% due 7/26/05 (a)		1,500		1,482,482
Polonius Inc.
Credit Enhanced by
Danske Bank:
2.80% due 6/17/05		1,500		1,487,400
2.88% due 6/24/05		3,000		2,972,448
Premier Asset LLC,
2.70% due 5/2/05		1,500		1,493,025
Regency Markets
Credit Enhanced by
HSBC
No 1 LLC.,
2.90% due 6/20/05 (a)		5,000		4,955,292
Scaldis Capital Ltd. LLC,
Credit Enhanced by
Fortis Bank, (a)
2.85% due 7/22/05,		1,662		1,643,185
Solitaire Funding LLC,
Credit Enhanced by
HSBC Bank
2.82% due 5/24/05 (a)		4,000		3,973,680
Thunder Bay Funding Inc.,
Credit Enhanced by
Royal Bank of Canada,
2.90% due 8/8/05 (a)		1,500		1,480,667

Institutional Enhanced Portfolio
S C H E D U L E O F I N V E S T M E N T S		February 28, 2005
(unaudited) (continued)

	Principal
	Amount
Issuer	(000’s omitted)			Value

Commercial Paper — 65.9% (cont’d)

Tulip Funding Corp.,
Credit Enhanced by
ABN Amro
2.64% due 3/29/05 (a)	$	4,000		$	3,991,787
Whistlejacket Capital Ltd.,
Credit Enhanced by
Standard Charter
2.64% due 4/18/05 (a)		1,500			1,494,720

					103,536,385

Floating Rate Notes (b) — 15.3%

Aegis Asset Backed
Securities Trust,
2.84% due 10/25/13		931			930,797
American General Finance,
2.95% due 11/15/06		1,000			1,001,677
Banco Bilbao Vizcaya,
Sr. Notes,
2.66% due 9/21/07 (a)		1,000			999,897
Blue Heron Funding Ltd.,
2.65% due 5/23/05 (a)		3,000			3,000,000
Capital Auto Receivables
Asset Trust,
3.12% due 3/15/07		1,000			999,913
Centex Home Equity
Loan Trust,
3.09% due 12/25/32		33			32,856
Chase Funding Loan
Acquisition Trust,
2.80% due 9/25/25		395			395,222
Countrywide Alternative
Loan Trust,
2.95% due 2/25/35		918			917,650
Countrywide Funding Corp.,
2.67% due 3/29/06		3,000			3,000,800
Eli Lilly & Co., Sr. Notes,
2.92% due 8/24/07		3,000			3,003,042
EQCC Home Equity
Loan Trust,
2.82% due 11/15/28		172			171,760
Harrier Finance
Funding LLC,
2.47% due 9/15/05		1,000			999,789
Master Asset Backed
Securities Trust,
2.97% due 5/25/33		304			303,881
Merrill Lynch & Co.,
2.65% due 3/17/06		1,000			1,000,284
Nissan Auto Lease Trust,
2.55% due 1/15/07		1,000			999,962
Option One Mortgage
Loan Trust,
2.91% due 7/25/32		14			14,490
Residential Asset
Mortgage Products,
3.02% due 1/25/33		772			773,959
Saxon Asset Securitization
Trust:
2.90% due 3/25/32		47			46,974
2.83% due 12/26/34		873			872,622
Specialty Underwriting &
Residential Finance,
2.80% due 10/25/35		464			464,125
Stanfield Victoria LLC,
2.61% due 9/26/05		1,000			999,765
Volkswagen Auto Lease
Trust,
3.52% due 4/20/07		2,000			1,999,879
Wells Fargo & Co.,
2.61% due 9/28/07		1,000			1,000,000

				23,929,344

U.S. Government Agency
Discount Notes — 15.0%

Federal Home Loan Bank:
2.26% due 8/26/05 (b)		2,000			1,999,143
3.20% due 11/29/06		1,365			1,354,500
3.50% due 1/18/07		1,000			996,221
Federal Home Loan
Mortgage Corporation:
2.42% due 9/9/05 (b)		100			99,914
zero coupon
due 1/10/06		1,000			971,781
zero coupon
due 2/7/06		4,000			3,874,424
Federal National Mortgage
Association:
2.43% due 4/3/05 (b)		1,000			999,424
7.00% due 7/15/05		2,000			2,030,798
zero coupon
due 8/24/05		5,000			4,928,745
zero coupon
due 12/19/05		2,000			1,947,992
zero coupon
due 1/27/06		4,500			4,366,161

				23,569,103


U.S.Treasury Obligations — 4.4%

United States Treasury Notes:
2.38% due 8/15/06		5,000			4,926,175
3.38% due 2/28/07		2,000			1,992,812

					6,918,987

Total Investments — 102.5%
(Cost — $160,974,286)				160,953,324
Liabilities in Excess of
Other Assets — (2.5)%				(3,937,453		)

Total Net Assets —	100.0		%	157,015,871

Institutional Enhanced Portfolio
S C H E D U L E O F I N V E S T M E N T S		February 28, 2005
(unaudited)

	Principal
	Amount
Issuer	(000’s omitted)	Value

The Fund invests primarily in short-term debt securities. The ability of the issuers of the debt securities to meet their obligations may be affected by economic developments in a specific industry or municipality. In order to reduce the risk associated with such economic developments, at February 28, 2005, 39.6% of the securities in the portfolio of investments are backed by bond insurance of various financial institutions and financial guaranty assurance agencies. The aggregate percentage insured by any one financial institution ranged from 0.91% to 7.4% of total investmetns.

(a)	Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.

(b)	The coupon rate listed for floating or adjustable rate securities represent the rate at period end. The due dates on these securities reflect the next interest rate date or, when applicable the maturity date.

See Notes to Financial Statements.

Institutional Enhanced Portfolio
S T A T E M E N T O F A S S E T S A N D L I A B I L I T I E S

February 28, 2005 (unaudited)

ASSETS:
Investments, at value (Cost, $160,974,286)	$	160,953,324
Cash		193
Interest receivable		90,228

Total Assets		161,043,745

LIABILITIES:
Payable for securities purchased		3,992,874
Trustees’ fees payable		133
Accrued expenses and other liabilities		34,867

Total Liabilities		4,027,874

Total Net Assets	$	157,015,871

REPRESENTED BY:
Capital paid in excess of par value	$	157,015,871


See Notes to Financial Statements.

Institutional Enhanced Portfolio
S T A T E M E N T O F O P E R A T I O N S

For the Six Months Ended February 28, 2005 (unaudited)


INVESTMENT INCOME (NOTE 1):				$	599,136

EXPENSES:
Management fee (Note 2)	$	25,737
Audit fees		17,000
Custody and fund accounting fees		12,456
Legal fees		8,563
Shareholder communications		7,508
Trustees’ fees		306
Other		8,820

Total Expenses		80,390
Less: Expenses assumed by the Manager (Note 2)		(41,511	)
Management fee waived (Note 2)		(25,737	)
Fees paid indirectly (Note 1D)		(12	)

Net Expenses					13,130

Net Investment Income					586,006

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain from investment transactions					6,959
Net change in unrealized appreciation (depreciation) of investments					(21,390	)

Net Loss on Investments					(14,431	)

Net Increase in Net Assets From Operations				$	571,575


See Notes to Financial Statements.

Institutional Enhanced Portfolio
S T A T E M E N T S O F C H A N G E S I N N E T A S S E T S
For the Six Months Ended February 28, 2005 (unaudited)
and the Year Ended August 31, 2004

	2005			2004

OPERATIONS:
Net investment income	$	586,006		$	75,713
Net realized gain		6,959			6,335
Net change in unrealized appreciation (depreciation)		(21,390	)		(710	)

Increase in Net Assets From Operations		571,575			81,338

CAPITAL TRANSACTIONS:
Proceeds from contributions		154,064,059			4,054,815
Value of withdrawals		(1,615,396	)		(13,068,355	)

Increase (Decrease) in Net Assets From
Capital Transactions		152,448,663			(9,013,540	)

Increase (Decrease) in Net Assets		153,020,238			(8,932,202	)

NET ASSETS:
Beginning of period		3,995,633			12,927,835

End of period	$	157,015,871		$	3,995,633


See Notes to Financial Statements.

Institutional Enhanced Portfolio

F I N A N C I A L H I G H L I G H T S

	2005 ⁽¹⁾			2004			2003 ⁽²⁾

Total Return⁽³⁾		0.96	%‡		1.32	%		0.69	%‡
Net Assets, End of Period (000s)	$	157,016		$	3,996		$	12,928
Ratios to Average Net Assets:
Expenses⁽⁴⁾⁽⁵⁾		0.05	%†		0.10	%		0.10	%†
Net investment income		2.31	%†		1.18	%		1.28	%†
Portfolio Turnover		78	%		56	%		228	%

(1)	For the six months ended February 28, 2005 (unaudited).
(2)	For the period March 11, 2003 (commencement of operations) to August 31, 2003.
(3)	Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower.
(4)	The ratio of expenses to average net assets will not exceed 0.05% as a result of a voluntary expense limitation, which may be terminated at any time.
(5)	The Portfolio’s Manager waived a portion of its fees for the six months ended February 28, 2005 and the year ended August 31, 2004 and the period ended August 31, 2003. If such fees were not waived and/or reimbursed, the expense ratios would have been 0.32% (annualized), 1.15% and 1.03% (annualized), respectively.
‡	Total return is not annualized, as it may not be representative of the total return for the year.
†	Annualized.

See Notes to Financial Statements.

Institutional Enhanced Portfolio
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited)

1. Organization and Significant Accounting Policies

Institutional Enhanced Portfolio (the “Portfolio”) is a separate diversified series of Institutional Portfolio (the “Trust”), an open-end diversified management investment company organized as a trust under the laws of the State of New York. The Declaration of Trust permits the Trustees to issue beneficial interests in the Portfolio. Citi Fund Management Inc. (the “Manager”) acts as the Investment Manager.

A. Valuation of Investments. Short-term obligation instruments with less than 60 days remaining to maturity when acquired by the Portfolio are valued at amortized cost, which the Trustees have determined in good faith constitutes fair value.

Debt securities are valued on the basis of valuations furnished by a pricing service which utilizes both dealer-supplied valuations and electronic data processing techniques.

B. Investment Income and Expenses. Investment income consists of interest accrued and discount earned (including both original issue and market discount), adjusted for amortization of premium, on the investments of the Portfolio. Expenses of the Portfolio are accrued daily. The Portfolio bears all costs of its operations other than expenses specifically assumed by the Manager.

C. Federal Income Taxes. The Portfolio is classified as a partnership for Federal income tax purposes. As such, each investor in the Portfolio is treated as owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Portfolio. Therefore, no Federal income tax provision is required. It is intended that the Portfolio’s assets will be managed so an investor in the Portfolio can satisfy the requirements of the subchapter M of the Internal Revenue Code.

D. Fees Paid Indirectly. The Portfolio’s custodian calculates its fees based on the Portfolio’s average daily net assets. The fee is reduced according to a fee arrangement, which provides for custody fees to be reduced based on a formula developed to measure the value of cash deposited with the custodian by the Portfolio. This amount is shown as a reduction of expenses on the Statement of Operations.

Institutional Enhanced Portfolio
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)

E. Other. Purchases, maturities and sales of investments are accounted for on the date of the transaction.

2. Management Agreement and Other Transactions with Affiliates

The Manager is responsible for overall management of the Portfolio’s business affairs, and has a Management Agreement with the Portfolio. The Manager or an affiliate also provides certain administrative services to the Portfolio. These administrative services include providing general office facilities and supervising the overall administration of the Portfolio.

The management fees paid to the Manager are accrued daily and payable monthly. The management fee is computed at the annual rate of 0.18% of the Fund’s average daily net assets. The management fee amounted to $25,737, all of which was voluntarily waived for the six months ended February 28, 2005. Such waiver is voluntary and may be terminated at any time at the discretion of the Manager.

The Manager has voluntarily agreed to pay a portion of the unwaived expenses of the Portfolio for the six months ended February 28, 2005, which amounted to $41,511 to maintain a voluntary expense limitation of average daily net assets of 0.05% . This voluntary expense limitation may be discontinued at any time.

3. Investment Transactions

Purchases and sales of investments other than short-term obligations aggregated $46,807,925 and $13,456,750, respectively, for the six months ended February 28, 2005.

At February 28, 2005 the aggregate gross unrealized appreciation (depreciation) for federal income tax purposes was:


Gross unrealized appreciation	$	2,634
Gross unrealized depreciation		(23,596	)

Net unrealized depreciation	$	(20,962	)

4.Trustee Retirement Plan

Institutional Enhanced Portfolio
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)

mandatory retirement age. Trustees who have served as Trustee of the Trust or any of the investment companies associated with Citigroup for at least ten years when they retire are eligible to receive the maximum retirement benefit under the Plan. The maximum retirement benefit is an amount equal to five times the amount of retainer and regular meeting fees payable to a Trustee during the calendar year ending on or immediately prior to the applicable Trustee’s retirement. Amounts under the Plan may be paid in installments or in a lump sum (discounted to present value). Benefits under the plan are unfunded. Three former Trustees are currently receiving payments under the plan. In addition, two other former Trustees received a lump sum payment under the plan. The Portfolio’s allocable share of the expenses of the Plan for the six months ended February 28, 2005 and the related liability at February 28, 2005 was not material.

5. Additional Information

Institutional Enhanced Portfolio
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)

and compensation for, the transfer agent business and CAM’s retention of, and agreements with, the subcontractor.

Unless and until any settlement is consummated, there can be no assurance that any amount reserved by Citigroup will be distributed. Nor is there at this time any certainty as to how the proceeds of any settlement would be distributed, to whom any such distribution would be made, the methodology by which such distribution would be allocated, and when such distribution would be made.

ITEM 2.	CODE OF ETHICS.

	Not applicable.

ITEM 3.	AUDIT COMMITTEE FINANCIAL EXPERT.

	Not applicable.

Item 4.	Principal Accountant Fees and Services

	Not applicable.


ITEM 5.	AUDIT COMMITTEE OF LISTED REGISTRANTS.

	Not applicable.

ITEM 6.	[RESERVED]

ITEM 7.	DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

	Not applicable.

ITEM 8.	[RESERVED]

ITEM 9.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

	Not applicable.


ITEM 10.	CONTROLS AND PROCEDURES.

	(a)	The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

	(b)	There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

ITEM 11.	EXHIBITS.

	(a) Not applicable.

	Exhibit 99.CODE ETH

	(b) Attached hereto.

	Exhibit 99.CERT		Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002

	Exhibit 99.906CERT		Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Institutional Portfolio

By:	/s/ R. Jay Gerken
	(R. Jay Gerken)
	Chief Executive Officer of
	Institutional Portfolio

Date:	May 6, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ R. Jay Gerken
	(R. Jay Gerken)
	Chief Executive Officer of
	Institutional Portfolio

Date:	May 6, 2005

By:	/s/ Frances M. Guggino
	(Frances M. Guggino)
	Chief Financial Officer of
	Institutional Portfolio

Date:	May 6, 2005

EX-99.CERT 2 c36755_ex99cert.htm

CERTIFICATIONS PURSUANT TO SECTION 302 EX-99.CERT

CERTIFICATIONS

I, R. Jay Gerken, certify that:

1.	I have reviewed this report on Form N-CSR of Institutional Portfolio – Prime Cash Reserves Portfolio;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

	c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial data; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 6, 2005	/s/ R. Jay Gerken

		R. Jay Gerken
		Chief Executive Officer

I, Frances M. Guggino, certify that:

1.	I have reviewed this report on Form N-CSR of Institutional Portfolio – Prime Cash Reserves Portfolio;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

	c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial data; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 6, 2005	/s/ Frances M. Guggino

		Frances M. Guggino
		Chief Financial Officer

CERTIFICATIONS PURSUANT TO SECTION 302 EX-99.CERT

CERTIFICATIONS

I, R. Jay Gerken, certify that:

1.	I have reviewed this report on Form N-CSR of Institutional Portfolio – Institutional Enhanced Portfolio;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

	c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial data; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 6, 2005	/s/ R. Jay Gerken

		R. Jay Gerken
		Chief Executive Officer

I, Frances M. Guggino, certify that:

1.	I have reviewed this report on Form N-CSR of Institutional Portfolio – Institutional Enhanced Portfolio;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

	c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial data; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 6, 2005	/s/ Frances M. Guggino

		Frances M. Guggino
		Chief Financial Officer

EX-99.906CERT 3 c36755_ex99-906cert.htm

CERTIFICATIONS PURSUANT TO SECTION 906
EX-99.906CERT

CERTIFICATION

R. Jay Gerken, Chief Executive Officer, and Frances M. Guggino, Chief Financial Officer of Institutional Portfolio – Prime Cash Reserves Portfolio (the “Registrant”), each certify to the best of his knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended February 28, 2005 (the “Form N-CSR”) fully complies with the requirements of section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Chief Executive Officer		Chief Financial Officer
Institutional Portfolio – Prime Cash Reserves Portfolio		Institutional Portfolio – Prime Cash Reserves Portfolio



/s/ R. Jay Gerken		/s/ Frances M. Guggino

R. Jay Gerken		Frances M. Guggino
Date: May 6, 2005		Date: May 6, 2005

This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.

CERTIFICATIONS PURSUANT TO SECTION 906
EX-99.906CERT

CERTIFICATION

R. Jay Gerken, Chief Executive Officer, and Frances M. Guggino, Chief Financial Officer of Institutional Portfolio – Institutional Enhanced Portfolio (the “Registrant”), each certify to the best of his knowledge that:

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Chief Executive Officer		Chief Financial Officer
Institutional Portfolio –		Institutional Portfolio –
Institutional Enhanced Portfolio		Institutional Enhanced Portfolio



/s/ R. Jay Gerken		/s/ Frances M. Guggino

R. Jay Gerken		Frances M. Guggino
Date: May 6, 2005		Date: May 6, 2005

This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.

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