UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-10407
| Master Portfolio Trust |
(Exact name of registrant as specified in charter)
| 55 Water Street, New York, NY 10041 |
(Address of principal executive offices) (Zip code)
| Robert I. Frenkel, Esq. Legg Mason & Co., LLC 100 First Stamford Place Stamford, CT 06902 |
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-877-721-1926
Date of fiscal year end: August 31
Date of reporting period: February 28, 2011
| ITEM 1. | REPORT TO STOCKHOLDERS. |
The Semi-Annual Report to Stockholders is filed herewith.
| Prime Cash Reserves Portfolio 2011 Semi-Annual Report | 21 |
Schedule of investments (unaudited)
February 28, 2011
Prime Cash Reserves Portfolio
| Security | Rate | Maturity Date |
Face Amount |
Value | ||||||||||
| Short-Term Investments — 100.0% | ||||||||||||||
| Bank Notes — 0.3% |
||||||||||||||
| Bank of America N.A. |
0.603 | % | 6/22/11 | $ | 75,000,000 | $ | 75,000,000 | (a) | ||||||
| Certificates of Deposit — 31.1% |
||||||||||||||
| Bank of Montreal |
0.370 | % | 6/7/11 | 164,300,000 | 164,300,000 | |||||||||
| Bank of Montreal |
0.352 | % | 10/26/11 | 125,000,000 | 125,000,000 | (a) | ||||||||
| Bank of Montreal |
0.362 | % | 11/23/11 | 48,000,000 | 47,998,236 | (a) | ||||||||
| Bank of Nova Scotia |
0.260 | % | 3/10/11 | 275,000,000 | 275,001,366 | |||||||||
| Bank of Tokyo Mitsubishi |
0.380 | % | 3/8/11 | 40,000,000 | 40,000,000 | |||||||||
| Bank of Tokyo Mitsubishi |
0.400 | % | 7/25/11 | 145,000,000 | 145,000,000 | |||||||||
| Bank of Tokyo Mitsubishi |
0.400 | % | 8/2/11 | 175,000,000 | 175,000,000 | |||||||||
| Barclays Bank PLC |
0.660 | % | 6/7/11 | 200,000,000 | 200,000,000 | |||||||||
| Barclays Bank PLC |
0.570 | % | 7/18/11 | 50,000,000 | 50,000,000 | |||||||||
| Barclays Bank PLC |
0.713 | % | 11/18/11 | 30,000,000 | 30,000,000 | (a) | ||||||||
| Barclays Bank PLC |
0.723 | % | 1/19/12 | 49,250,000 | 49,250,000 | (a) | ||||||||
| BNP Paribas NY Branch |
0.490 | % | 6/14/11 | 125,000,000 | 125,000,000 | |||||||||
| BNP Paribas NY Branch |
0.653 | % | 6/22/11 | 75,000,000 | 75,000,000 | (a) | ||||||||
| BNP Paribas NY Branch |
0.550 | % | 8/4/11 | 100,000,000 | 100,000,000 | |||||||||
| BNP Paribas NY Branch |
0.616 | % | 11/15/11 | 225,000,000 | 225,000,000 | (a) | ||||||||
| Canadian Imperial Bank |
0.353 | % | 8/22/11 | 75,000,000 | 75,000,000 | (a) | ||||||||
| Canadian Imperial Bank |
0.364 | % | 2/17/12 | 132,250,000 | 132,250,000 | (a) | ||||||||
| Credit Agricole Corporate and Investment Bank |
0.550 | % | 7/7/11 | 200,000,000 | 200,000,000 | |||||||||
| Credit Agricole Corporate and Investment Bank |
0.540 | % | 7/18/11 | 200,000,000 | 200,000,000 | |||||||||
| Credit Agricole Corporate and Investment Bank |
0.530 | % | 8/9/11 | 75,000,000 | 75,000,000 | |||||||||
| Credit Agricole Corporate and Investment Bank |
0.723 | % | 10/7/11 | 75,000,000 | 75,000,000 | (a) | ||||||||
| Credit Suisse NY |
0.300 | % | 4/14/11 | 125,000,000 | 125,000,000 | |||||||||
| Credit Suisse NY |
0.361 | % | 2/7/12 | 150,000,000 | 150,000,000 | (a) | ||||||||
| Deutsche Bank AG NY |
0.305 | % | 6/17/11 | 100,000,000 | 100,000,000 | |||||||||
| Deutsche Bank AG NY |
0.390 | % | 7/7/11 | 350,000,000 | 350,000,000 | |||||||||
| Deutsche Bank AG NY |
0.503 | % | 8/24/11 | 80,000,000 | 80,000,000 | (a) | ||||||||
| Deutsche Bank AG NY |
0.592 | % | 3/21/12 | 60,000,000 | 60,000,000 | (a) | ||||||||
| DnB NOR Bank ASA NY |
0.370 | % | 7/11/11 | 82,000,000 | 82,000,000 | |||||||||
| Lloyds TSB Bank PLC |
0.500 | % | 3/31/11 | 40,000,000 | 39,999,997 | |||||||||
| Lloyds TSB Bank PLC |
0.500 | % | 4/15/11 | 55,000,000 | 54,999,994 | |||||||||
| Lloyds TSB Bank PLC |
0.500 | % | 5/20/11 | 61,000,000 | 61,004,040 | |||||||||
| Lloyds TSB Bank PLC |
0.460 | % | 6/27/11 | 90,000,000 | 89,999,950 | |||||||||
| Lloyds TSB Bank PLC |
0.470 | % | 8/31/11 | 50,000,000 | 50,002,517 | |||||||||
| Natexis Banques Populaires U.S. |
0.600 | % | 7/12/11 | 75,000,000 | 75,000,000 | |||||||||
| National Bank of Canada |
0.393 | % | 7/8/11 | 138,000,000 | 138,000,000 | (a) | ||||||||
See Notes to Financial Statements.
| 22 | Prime Cash Reserves Portfolio 2011 Semi-Annual Report |
Schedule of investments (unaudited) (cont’d)
February 28, 2011
Prime Cash Reserves Portfolio
| Security | Rate | Maturity Date |
Face Amount |
Value | ||||||||||||
| Certificates of Deposit — continued |
||||||||||||||||
| Nordea Bank Finland NY |
0.380 | % | 6/16/11 | $ | 100,000,000 | $ | 100,000,000 | |||||||||
| Nordea Bank Finland NY |
0.370 | % | 7/7/11 | 150,000,000 | 149,997,339 | |||||||||||
| Rabobank Nederland NY |
0.330 | % | 3/11/11 | 90,000,000 | 90,000,000 | |||||||||||
| Royal Bank of Canada |
0.263 | % | 3/18/11 | 100,000,000 | 100,000,000 | (a) | ||||||||||
| Royal Bank of Canada |
0.350 | % | 9/12/11 | 100,000,000 | 100,000,000 | (a) | ||||||||||
| Royal Bank of Scotland |
0.520 | % | 8/4/11 | 150,000,000 | 150,000,000 | |||||||||||
| Royal Bank of Scotland |
0.662 | % | 8/10/11 | 200,000,000 | 200,000,000 | (a) | ||||||||||
| Societe Generale NY |
1.711 | % | 5/5/11 | 100,000,000 | 100,000,000 | (a) | ||||||||||
| Societe Generale NY |
0.480 | % | 7/6/11 | 200,000,000 | 200,000,000 | |||||||||||
| Societe Generale NY |
0.514 | % | 8/19/11 | 75,000,000 | 75,000,000 | (a) | ||||||||||
| Societe Generale NY |
0.804 | % | 1/30/12 | 124,500,000 | 124,500,000 | (a) | ||||||||||
| Standard Chartered Bank NY |
0.470 | % | 4/1/11 | 150,000,000 | 150,000,000 | |||||||||||
| Standard Chartered Bank NY |
0.435 | % | 4/6/11 | 60,000,000 | 60,000,299 | |||||||||||
| Standard Chartered Bank NY |
0.510 | % | 7/29/11 | 185,000,000 | 185,000,000 | |||||||||||
| Sumitomo Mitsui Bank NY |
0.220 | % | 3/2/11 | 225,000,000 | 225,000,000 | |||||||||||
| Sumitomo Mitsui Bank NY |
0.210 | % | 3/3/11 | 100,000,000 | 100,000,000 | |||||||||||
| Sumitomo Mitsui Bank NY |
0.380 | % | 6/3/11 | 100,000,000 | 100,000,000 | |||||||||||
| Toronto Dominion Bank NY |
0.332 | % | 10/28/11 | 170,000,000 | 170,000,000 | (a) | ||||||||||
| Toronto Dominion Bank NY |
0.344 | % | 1/12/12 | 130,000,000 | 130,000,000 | (a) | ||||||||||
| UBS AG Stamford CT |
0.622 | % | 4/26/11 | 150,000,000 | 150,000,000 | (a) | ||||||||||
| UBS AG Stamford CT |
0.650 | % | 5/11/11 | 53,469,000 | 53,469,000 | |||||||||||
| UBS AG Stamford CT |
0.400 | % | 7/26/11 | 150,000,000 | 150,000,000 | |||||||||||
| UBS AG Stamford CT |
0.550 | % | 7/29/11 | 175,000,000 | 175,000,000 | |||||||||||
| Westpac Banking Corp. |
0.338 | % | 11/8/11 | 200,000,000 | 200,000,000 | (a) | ||||||||||
| Total Certificates of Deposit |
7,277,772,738 | |||||||||||||||
| Certificates of Deposit (Euro) — 3.4% |
||||||||||||||||
| HSBC Bank PLC |
0.310 | % | 5/6/11 | 400,000,000 | 400,000,000 | (a) | ||||||||||
| ING Bank |
0.440 | % | 8/5/11 | 50,000,000 | 50,002,176 | |||||||||||
| ING Bank |
0.570 | % | 8/8/11 | 100,000,000 | 100,004,426 | |||||||||||
| ING Bank |
0.450 | % | 8/16/11 | 150,000,000 | 150,006,984 | |||||||||||
| ING Bank |
0.600 | % | 10/20/11 | 100,000,000 | 100,006,443 | |||||||||||
| Total Certificates of Deposit (Euro) |
800,020,029 | |||||||||||||||
| Commercial Paper — 24.6% |
||||||||||||||||
| ANZ National International Ltd. |
0.399 | % | 10/11/11 | 113,000,000 | 113,000,000 | (a)(b) | ||||||||||
| ASB Finance Ltd. |
0.413 | % | 4/7/11 | 50,000,000 | 50,000,000 | (a)(b) | ||||||||||
| ASB Finance Ltd. |
0.391 | % | 5/6/11 | 100,000,000 | 99,928,500 | (b)(c) | ||||||||||
| ASB Finance Ltd. |
0.422 | % | 8/12/11 | 80,000,000 | 80,003,424 | (a)(b) | ||||||||||
See Notes to Financial Statements.
| Prime Cash Reserves Portfolio 2011 Semi-Annual Report | 23 |
Prime Cash Reserves Portfolio
| Security | Rate | Maturity Date |
Face Amount |
Value | ||||||||||
| Commercial Paper — continued |
||||||||||||||
| Bank of Montreal |
0.200 | % | 3/8/11 | $ | 155,000,000 | $ | 154,993,972 | (c) | ||||||
| BNZ International Funding Ltd. |
0.401 | % | 7/19/11 | 71,250,000 | 71,139,167 | (b)(c) | ||||||||
| BNZ International Funding Ltd. |
0.401 | % | 7/25/11 | 50,000,000 | 49,918,889 | (b)(c) | ||||||||
| BNZ International Funding Ltd. |
0.386 | % | 8/3/11 | 36,750,000 | 36,689,082 | (c) | ||||||||
| BNZ International Funding Ltd. |
0.401 | % | 8/10/11 | 100,000,000 | 99,820,000 | (c) | ||||||||
| Caisse D’Amortissement de la Dette Sociale |
0.200 | % | 3/8/11 | 75,000,000 | 74,997,084 | (c) | ||||||||
| Caisse D’Amortissement de la Dette Sociale |
0.381 | % | 6/13/11 | 100,000,000 | 99,890,222 | (b)(c) | ||||||||
| Commerzbank U.S. Finance |
0.521 | % | 7/13/11 | 300,000,000 | 299,419,334 | (c) | ||||||||
| Commerzbank U.S. Finance |
0.531 | % | 7/20/11 | 250,000,000 | 249,481,042 | (c) | ||||||||
| Commonwealth Bank of Australia |
0.332 | % | 8/4/11 | 40,000,000 | 40,000,000 | (a)(b) | ||||||||
| Commonwealth Bank of Australia |
0.352 | % | 12/8/11 | 150,000,000 | 150,000,000 | (a)(b) | ||||||||
| Danske Corp. |
0.401 | % | 4/26/11 | 50,000,000 | 49,968,889 | (b)(c) | ||||||||
| Danske Corp. |
0.391 | % | 6/30/11 | 148,000,000 | 147,805,996 | (b)(c) | ||||||||
| Danske Corp. |
0.401 | % | 7/20/11 | 71,000,000 | 70,888,767 | (c) | ||||||||
| Danske Corp. |
0.411 | % | 8/22/11 | 250,000,000 | 249,504,583 | (c) | ||||||||
| DnB NOR Bank ASA |
0.373 | % | 4/21/11 | 50,000,000 | 50,000,000 | (a)(b) | ||||||||
| DnB NOR Bank ASA |
0.382 | % | 8/29/11 | 100,000,000 | 100,000,000 | (a) | ||||||||
| DnB NOR Bank ASA |
0.387 | % | 10/28/11 | 70,000,000 | 70,000,000 | (a)(b) | ||||||||
| General Electric Capital Corp. |
0.170 | % | 3/4/11 | 250,000,000 | 249,996,458 | (c) | ||||||||
| General Electric Capital Corp. |
0.431 | % | 3/4/11 | 100,000,000 | 99,996,417 | (c) | ||||||||
| ING U.S. Funding LLC |
0.431 | % | 4/4/11 | 40,000,000 | 39,983,756 | (c) | ||||||||
| Intesa Funding LLC |
0.471 | % | 4/14/11 | 100,000,000 | 99,942,556 | (c) | ||||||||
| Natixis U.S. Finance Corp. |
0.491 | % | 6/15/11 | 99,250,000 | 99,106,805 | (c) | ||||||||
| Natixis U.S. Finance Corp. |
0.501 | % | 6/17/11 | 125,000,000 | 124,812,500 | (c) | ||||||||
| Natixis U.S. Finance Corp. |
0.805 | % | 11/4/11 | 100,000,000 | 99,448,888 | (c) | ||||||||
| Novartis Finance Corp. |
0.482 | % | 5/2/11 | 100,000,000 | 99,917,333 | (b)(c) | ||||||||
| RBS Financial NV |
0.471 | % | 5/4/11 | 175,000,000 | 174,853,777 | (c) | ||||||||
| Reckitt Benckiser Treasury |
0.431 | % | 4/7/11 | 75,000,000 | 74,966,854 | (b)(c) | ||||||||
| Reckitt Benckiser Treasury |
0.431 | % | 4/20/11 | 100,000,000 | 99,940,278 | (b)(c) | ||||||||
| Reckitt Benckiser Treasury |
0.401 | % | 6/6/11 | 30,000,000 | 29,967,667 | (b)(c) | ||||||||
| Santander |
0.550 | % | 3/9/11 | 170,000,000 | 169,979,222 | (c) | ||||||||
| Santander |
0.550 | % | 3/11/11 | 40,000,000 | 39,993,889 | (c) | ||||||||
| Shell International Finance BV |
0.320 | % | 4/1/11 | 75,000,000 | 74,979,333 | (b)(c) | ||||||||
| Shell International Finance BV |
0.643 | % | 5/10/11 | 50,000,000 | 49,937,778 | (b)(c) | ||||||||
| Shell International Finance BV |
0.653 | % | 5/11/11 | 25,000,000 | 24,967,951 | (b)(c) | ||||||||
| Shell International Finance BV |
0.653 | % | 5/12/11 | 38,600,000 | 38,549,820 | (b)(c) | ||||||||
| Skandinaviska Enskilda Banken AG |
0.521 | % | 3/22/11 | 50,000,000 | 49,984,833 | (b)(c) | ||||||||
See Notes to Financial Statements.
| 24 | Prime Cash Reserves Portfolio 2011 Semi-Annual Report |
Schedule of investments (unaudited) (cont’d)
February 28, 2011
Prime Cash Reserves Portfolio
| Security | Rate | Maturity Date |
Face Amount |
Value | ||||||||||||
| Commercial Paper — continued |
||||||||||||||||
| Skandinaviska Enskilda Banken AG |
0.501 | % | 4/12/11 | $ | 75,000,000 | $ | 74,956,250 | (b)(c) | ||||||||
| Skandinaviska Enskilda Banken AG |
0.511 | % | 4/14/11 | 100,000,000 | 99,937,667 | (b)(c) | ||||||||||
| Skandinaviska Enskilda Banken AG |
0.536 | % | 6/8/11 | 172,500,000 | 172,246,209 | (b)(c) | ||||||||||
| Skandinaviska Enskilda Banken AG |
0.506 | % | 7/26/11 | 145,000,000 | 144,700,998 | (b)(c) | ||||||||||
| Standard Chartered Bank |
0.522 | % | 11/10/11 | 165,000,000 | 164,394,634 | (c) | ||||||||||
| State Street Corp. |
0.321 | % | 4/20/11 | 94,500,000 | 94,458,000 | (c) | ||||||||||
| State Street Corp. |
0.310 | % | 7/14/11 | 130,000,000 | 129,848,875 | (c) | ||||||||||
| Swedbank |
0.582 | % | 6/6/11 | 50,000,000 | 49,921,861 | (c) | ||||||||||
| Swedbank |
0.582 | % | 6/7/11 | 50,000,000 | 49,921,056 | (c) | ||||||||||
| Swedbank |
0.602 | % | 7/22/11 | 100,000,000 | 99,761,666 | (c) | ||||||||||
| Swedbank |
0.602 | % | 8/1/11 | 175,000,000 | 174,553,750 | (c) | ||||||||||
| Swedbank |
0.592 | % | 8/2/11 | 150,000,000 | 149,621,417 | (c) | ||||||||||
| Westpac Banking Corp. |
0.351 | % | 8/24/11 | 200,000,000 | 199,657,778 | (c) | ||||||||||
| Total Commercial Paper |
5,752,755,227 | |||||||||||||||
| Corporate Bonds & Notes — 3.4% |
||||||||||||||||
| Commonwealth Bank of Australia |
0.374 | % | 3/26/12 | 50,000,000 | 50,000,000 | (a)(b) | ||||||||||
| ING Bank NV |
0.814 | % | 2/2/12 | 125,000,000 | 125,000,000 | (a)(b) | ||||||||||
| JPMorgan Chase Bank N.A. |
0.302 | % | 3/21/12 | 150,000,000 | 150,000,000 | (a) | ||||||||||
| MetLife Institutional Funding II |
0.454 | % | 9/20/11 | 37,000,000 | 37,000,000 | (a)(b) | ||||||||||
| National Australia Bank |
0.323 | % | 8/19/11 | 100,000,000 | 100,000,000 | (a)(b) | ||||||||||
| New York Life Global Funding |
0.303 | % | 12/1/11 | 80,000,000 | 80,000,000 | (a)(b) | ||||||||||
| Rabobank Nederland |
0.503 | % | 1/26/12 | 80,000,000 | 80,124,802 | (a)(b) | ||||||||||
| Svenska Handelsbanken AB |
0.412 | % | 3/9/12 | 99,700,000 | 99,700,000 | (a)(b) | ||||||||||
| Westpac Banking Corp. |
0.374 | % | 3/27/12 | 65,000,000 | 65,000,000 | (a) | ||||||||||
| Total Corporate Bonds & Notes |
786,824,802 | |||||||||||||||
| Medium-Term Notes — 1.2% |
||||||||||||||||
| American Honda Finance |
0.353 | % | 12/8/11 | 110,000,000 | 110,000,000 | (a)(b) | ||||||||||
| JPMorgan Chase & Co. |
1.052 | % | 6/13/11 | 55,000,000 | 55,106,123 | (a) | ||||||||||
| New York Life Global Funding |
0.260 | % | 4/1/11 | 39,855,000 | 39,855,000 | (a)(b) | ||||||||||
| Westpac Banking Corp. |
0.443 | % | 4/19/11 | 85,000,000 | 85,010,384 | (a)(b) | ||||||||||
| Total Medium-Term Notes |
289,971,507 | |||||||||||||||
| Supranationals/Sovereigns — 0.2% |
||||||||||||||||
| European Investment Bank, Notes |
5.250 | % | 6/15/11 | 36,000,000 | 36,511,302 | |||||||||||
| Time Deposits — 22.0% |
||||||||||||||||
| Bank of America Grand Cayman |
0.150 | % | 3/1/11 | 291,550,000 | 291,550,000 | |||||||||||
| BNP Paribas Grand Cayman |
0.170 | % | 3/1/11 | 275,000,000 | 275,000,000 | |||||||||||
| Citibank Canada Toronto Branch |
0.180 | % | 3/3/11 | 225,000,000 | 225,000,000 | |||||||||||
See Notes to Financial Statements.
| Prime Cash Reserves Portfolio 2011 Semi-Annual Report | 25 |
Prime Cash Reserves Portfolio
| Security | Rate | Maturity Date |
Face Amount |
Value | ||||||||||||
| Time Deposits — continued |
||||||||||||||||
| Citibank Nassau |
0.190 | % | 3/1/11 | $ | 500,000,000 | $ | 500,000,000 | |||||||||
| Commerzbank AG Grand Cayman |
0.170 | % | 3/1/11 | 150,000,000 | 150,000,000 | (a) | ||||||||||
| Credit Agricole |
0.190 | % | 3/1/11 | 275,000,000 | 275,000,000 | (a) | ||||||||||
| Danske Bank London |
0.200 | % | 3/1/11 | 300,000,000 | 300,000,000 | |||||||||||
| Dexia Credit Local Grand Cayman |
0.180 | % | 3/1/11 | 325,000,000 | 325,000,000 | |||||||||||
| DnB NOR Bank ASA |
0.170 | % | 3/1/11 | 270,000,000 | 270,000,000 | |||||||||||
| ING Bank Grand Cayman |
0.180 | % | 3/1/11 | 250,000,000 | 250,000,000 | |||||||||||
| National Australia Bank |
0.170 | % | 3/1/11 | 415,846,000 | 415,846,000 | |||||||||||
| Natixis |
0.200 | % | 3/1/11 | 420,000,000 | 420,000,000 | (a) | ||||||||||
| Royal Bank of Scotland Cayman |
0.190 | % | 3/1/11 | 285,000,000 | 285,000,000 | |||||||||||
| Societe Generale Grand Cayman |
0.180 | % | 3/1/11 | 300,000,000 | 300,000,000 | |||||||||||
| Svenska Handelsbanken Grand Cayman |
0.170 | % | 3/1/11 | 600,000,000 | 600,000,000 | |||||||||||
| UBS AG Cayman Islands |
0.170 | % | 3/1/11 | 275,000,000 | 275,000,000 | |||||||||||
| Total Time Deposits |
5,157,396,000 | |||||||||||||||
| U.S. Government Agencies — 2.8% |
||||||||||||||||
| Federal Farm Credit Bank (FFCB), Notes |
0.306 | % | 9/15/11 | 100,000,000 | 99,994,516 | (a) | ||||||||||
| Federal Home Loan Bank (FHLB), Notes |
0.174 | % | 8/12/11 | 107,500,000 | 107,436,453 | (a) | ||||||||||
| Federal Home Loan Mortgage Corp. (FHLMC), Notes |
0.191 | % | 5/5/11 | 150,000,000 | 149,991,673 | (a) | ||||||||||
| Federal Home Loan Mortgage Corp. (FHLMC), Notes |
0.150 | % | 1/25/12 | 175,000,000 | 174,856,154 | (a) | ||||||||||
| Federal National Mortgage Association (FNMA), Notes |
0.252 | % | 7/26/12 | 76,150,000 | 76,144,689 | (a) | ||||||||||
| Federal National Mortgage Association (FNMA), Notes |
0.282 | % | 8/23/12 | 51,000,000 | 50,977,052 | (a) | ||||||||||
| Total U.S. Government Agencies |
659,400,537 | |||||||||||||||
| Repurchase Agreements — 11.0% |
||||||||||||||||
| Barclays Capital Inc., tri-party repurchase agreement dated 2/28/11; Proceeds at maturity — $2,170,010,850; (Fully collateralized by various U.S. government obligations, 0.000% due 4/28/11 to 2/9/12; Market value — $2,213,400,047) |
0.180 | % | 3/1/11 | 2,170,000,000 | 2,170,000,000 | |||||||||||
| RBS Securities Inc., tri-party repurchase agreement dated 2/28/11; Proceeds at maturity — $403,273,128; (Fully collateralized by various U.S. government obligations, 0.000% due 3/10/11 to 2/9/12; Market value — $411,336,854) |
0.190 | % | 3/1/11 | 403,271,000 | 403,271,000 | |||||||||||
| Total Repurchase Agreements |
2,573,271,000 | |||||||||||||||
| Total Investments — 100.0 % (Cost — $23,408,923,142#) |
|
23,408,923,142 | ||||||||||||||
| Other Assets in Excess of Liabilities — 0.0% |
|
5,476,687 | ||||||||||||||
| Total Net Assets — 100.0% |
$ | 23,414,399,829 | ||||||||||||||
See Notes to Financial Statements.
| 26 | Prime Cash Reserves Portfolio 2011 Semi-Annual Report |
Schedule of investments (unaudited) (cont’d)
February 28, 2011
Prime Cash Reserves Portfolio
| (a) | Variable rate security. Interest rate disclosed is as of the most recent information available. |
| (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 institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees, unless otherwise noted. |
| (c) | Rate shown represents yield-to-maturity. |
| # | Aggregate cost for federal income tax purposes is substantially the same. |
See Notes to Financial Statements.
| Prime Cash Reserves Portfolio 2011 Semi-Annual Report | 27 |
Statement of assets and liabilities (unaudited)
February 28, 2011
| Assets: | ||||
| Investments, at value |
$ | 20,835,652,142 | ||
| Repurchase agreements, at value |
2,573,271,000 | |||
| Cash |
844 | |||
| Interest receivable |
7,366,184 | |||
| Total Assets |
23,416,290,170 | |||
| Liabilities: | ||||
| Investment management fee payable |
1,639,646 | |||
| Accrued expenses |
250,695 | |||
| Total Liabilities |
1,890,341 | |||
| Total Net Assets | $ | 23,414,399,829 | ||
| Represented by: | ||||
| Paid-in capital | $ | 23,414,399,829 | ||
See Notes to Financial Statements.
| 28 | Prime Cash Reserves Portfolio 2011 Semi-Annual Report |
Statement of operations (unaudited)
For the Six Months Ended February 28, 2011
| Investment Income: | ||||
| Interest |
$ | 37,884,289 | ||
| Expenses: | ||||
| Investment management fee (Note 2) |
9,917,737 | |||
| Fund accounting fees |
182,450 | |||
| Legal fees |
171,725 | |||
| Trustees’ fees |
135,108 | |||
| Custody fees |
43,370 | |||
| Audit and tax |
14,459 | |||
| Miscellaneous expenses |
32,800 | |||
| Total Expenses |
10,497,649 | |||
| Less: Fee waivers and/or expense reimbursements (Note 2) |
(579,912) | |||
| Net Expenses |
9,917,737 | |||
| Net Investment Income | 27,966,552 | |||
| Net Realized Gain on Investments | 1,309,550 | |||
| Increase in Net Assets from Operations | $ | 29,276,102 | ||
See Notes to Financial Statements.
| Prime Cash Reserves Portfolio 2011 Semi-Annual Report | 29 |
Statements of changes in net assets
| For the Six Months Ended February 28, 2011 (unaudited) and the Year Ended August 31, 2010 |
2011 | 2010 | ||||||
| Operations: | ||||||||
| Net investment income |
$ | 27,966,552 | $ | 41,569,345 | ||||
| Net realized gain |
1,309,550 | 670,630 | ||||||
| Increase in Net Assets From Operations |
29,276,102 | 42,239,975 | ||||||
| Capital Transactions: | ||||||||
| Proceeds from contributions |
26,427,023,324 | 38,307,623,463 | ||||||
| Value of withdrawals |
(19,402,680,411) | (36,710,416,525) | ||||||
| Increase in Net Assets From Capital Transactions |
7,024,342,913 | 1,597,206,938 | ||||||
| Increase in Net Assets |
7,053,619,015 | 1,639,446,913 | ||||||
| Net Assets: | ||||||||
| Beginning of period |
16,360,780,814 | 14,721,333,901 | ||||||
| End of period |
$ | 23,414,399,829 | $ | 16,360,780,814 | ||||
See Notes to Financial Statements.
| 30 | Prime Cash Reserves Portfolio 2011 Semi-Annual Report |
| For the years ended August 31, unless otherwise noted: | ||||||||||||||||||||||||
| 20111 | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||||||
| Net assets, end of period (millions) | $23,414 | $16,361 | $14,721 | $19,282 | $7,272 | $6,921 | ||||||||||||||||||
| Total return2 |
0.20 | % | 0.26 | % | 1.42 | % | 3.87 | % | 5.40 | % | 4.57 | % | ||||||||||||
| Ratios to average net assets: | ||||||||||||||||||||||||
| Gross expenses |
0.11 | %3 | 0.10 | % | 0.11 | % | 0.11 | % | 0.11 | %4 | 0.11 | % | ||||||||||||
| Net expenses5,6,7 |
0.10 | 3 | 0.10 | 0.10 | 0.10 | 0.10 | 4 | 0.10 | ||||||||||||||||
| Net investment income |
0.28 | 3 | 0.25 | 1.34 | 3.52 | 5.26 | 4.49 | |||||||||||||||||
| 1 | For the six months ended February 28, 2011 (unaudited). |
| 2 | Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
| 3 | Annualized. |
| 4 | Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Portfolio during the period. Without these fees, the gross and net expense ratios would not have changed. |
| 5 | Reflects fee waivers and/or expense reimbursements. |
| 6 | As a result of a voluntary expense limitation, the ratio of expenses, other than brokerage, interest, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of the Portfolio will not exceed 0.10%. |
| 7 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
See Notes to Financial Statements.
| Prime Cash Reserves Portfolio 2011 Semi-Annual Report | 31 |
Notes to financial statements (unaudited)
1. Organization and significant accounting policies
Prime Cash Reserves Portfolio (the “Portfolio”) is a separate diversified investment series of Master Portfolio Trust (the “Trust”). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment company. The Declaration of Trust permits the Trustees to issue beneficial interests in the Portfolio. At February 28, 2011, all investors in the Portfolio were funds advised or administered by the manager of the Portfolio and/or its affiliates.
The following are significant accounting policies consistently followed by the Portfolio and 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. Subsequent events have been evaluated through the date the financial statements were issued.
(a) Investment valuation. In accordance with Rule 2a-7 under the 1940 Act, money market instruments are valued at amortized cost, which approximates market value. This method involves valuing portfolio securities at their cost and thereafter assuming a constant amortization to maturity of any discount or premium. The Portfolio’s use of amortized cost is subject to its compliance with certain conditions as specified by Rule 2a-7 under the 1940 Act.
The Portfolio has adopted Financial Accounting Standards Board Codification Topic 820 (“ASC Topic 820”). ASC Topic 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Portfolio’s investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.
| Ÿ | Level 1 — quoted prices in active markets for identical investments |
| Ÿ | Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| Ÿ | Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The Portfolio uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.
| 32 | Prime Cash Reserves Portfolio 2011 Semi-Annual Report |
Notes to financial statements (unaudited) (cont’d)
The following is a summary of the inputs used in valuing the Portfolio’s assets carried at fair value:
| Assets | ||||||||||||||||
| Description | Quoted Prices (Level 1) |
Other Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Total | ||||||||||||
| Short-term investments† | — | $ | 23,408,923,142 | — | $ | 23,408,923,142 | ||||||||||
| † | See Schedule of Investments for additional detailed categorizations. |
(b) Interest income and expenses. Interest 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) Repurchase agreements. The Portfolio may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Portfolio acquires a debt security subject to an obligation of the seller to repurchase, and of the Portfolio to resell, the security at an agreed-upon price and time, thereby determining the yield during the Portfolio’s holding period. When entering into repurchase agreements, it is the Portfolio’s policy that its custodian or a third party custodian, acting on the Portfolio’s behalf, take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Portfolio generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Portfolio seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Portfolio may be delayed or limited.
(d) Credit and market risk. Investments in securities that are collateralized by residential real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.
(e) Compensating balance arrangements. The Portfolio has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Portfolio’s cash on deposit with the bank.
| Prime Cash Reserves Portfolio 2011 Semi-Annual Report | 33 |
(f) 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 Subchapter M of the Internal Revenue Code.
Management has analyzed the Portfolio’s tax positions taken on income tax returns for all open tax years and has concluded that as of February 28, 2011, no provision for income tax is required in the Portfolio’s financial statements. The Portfolio’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by Internal Revenue Service and state departments of revenue.
(g) Other. Purchases, maturities and sales of money market instruments are accounted for on the date of the transaction. Realized gains (losses) are calculated on the identified cost basis.
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Portfolio’s investment manager and Western Asset Management Company (“Western Asset”) is the Portfolio’s subadviser. LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).
Under the investment management agreement, the Portfolio pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.10% of the Portfolio’s average daily net assets.
LMPFA provides administrative and certain oversight services to the Portfolio. LMPFA delegates to the subadviser the day-to-day portfolio management of the Portfolio. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Portfolio.
During the six months ended February 28, 2011, the Portfolio had a voluntary expense limitation in place of 0.10% of the Portfolio’s average daily net assets. This arrangement may be reduced or terminated under certain circumstances.
During the six months ended February 28, 2011, fees waived and/or expenses reimbursed amounted to $579,912.
The manager is permitted to recapture amounts previously forgone or reimbursed to the Portfolio during the same fiscal year if the Portfolio’s total annual operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expense incurred. In no case will the manager recapture any amount that would result, on any particular business day of the Portfolio, in the Portfolio’s total annual operating expenses exceeding the expense cap or any other lower limit then in effect.
All officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
| 34 | Prime Cash Reserves Portfolio 2011 Semi-Annual Report |
Notes to financial statements (unaudited) (cont’d)
3. Derivative instruments and hedging activities
Financial Accounting Standards Board Codification Topic 815 requires enhanced disclosure about an entity’s derivative and hedging activities.
During the six months ended February 28, 2011, the Portfolio did not invest in derivative instruments and does not have any intention to do so in the future.
4. Legal matters
Beginning in May 2004, class action lawsuits alleging violations of the federal securities laws were filed against Citigroup Global Markets Inc. (“CGM”), a former distributor of the Fund and other affiliated funds (collectively, the “Funds”) and a number of its then affiliates, including Smith Barney Fund Management LLC (“SBFM”) and Salomon Brothers Asset Management Inc. (“SBAM”), which were then investment adviser or manager to certain of the Funds (the “Managers”), substantially all of the mutual funds then managed by the Managers (the “Defendant Funds”), and Board members of the Defendant Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Managers caused the Defendant Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the Defendants breached their fiduciary duty to the Defendant Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Defendant Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Defendant Funds’ contracts with the Managers, recovery of all fees paid to the Managers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.
On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. On May 27, 2005, all of the Defendants filed motions to dismiss the Complaint. On July 26, 2006, the court issued a decision and order (1) finding that plaintiffs lacked standing to sue on behalf of the shareholders of the Funds in which none of the plaintiffs had invested and dismissing those Funds from the case (although stating that they could be brought back into the case if standing as to them could be established), and (2) other than one stayed claim, dismissing all of the causes of action against the remaining Defendants, with prejudice, except for the cause of action under Section 36(b) of the 1940 Act, which the court granted plaintiffs leave to replead as a derivative claim.
On October 16, 2006, plaintiffs filed their Second Consolidated Amended Complaint (“Second Amended Complaint”) which alleges derivative claims on behalf of nine funds identified in the Second Amended Complaint, under Section 36(b) of the 1940 Act, against Citigroup Asset Management, SBAM and SBFM as investment advisers to the identified funds, as well as CGM as a distributor for the identified funds (collectively, the “Second Amended Complaint Defendants”). The Fund was not identified in the Second Amended Complaint. The Second Amended Complaint
| Prime Cash Reserves Portfolio 2011 Semi-Annual Report | 35 |
alleges no claims against any of the funds or any of their Board Members. Under Section 36(b), the Second Amended Complaint alleges similar facts and seeks similar relief against the Second Amended Complaint Defendants as the Complaint.
On December 3, 2007, the court granted the Defendants’ motion to dismiss, with prejudice. On January 2, 2008, the plaintiffs filed a notice of appeal to the Second Circuit Court of Appeals. The appeal was fully briefed and oral argument before the U.S. Court of Appeals for the Second Circuit took place on March 5, 2009. The parties currently are awaiting a decision from the U.S. Court of Appeals for the Second Circuit.
Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed in the future.
5. Other matters
On or about May 30, 2006, John Halebian, a purported shareholder of Western Asset New York Tax Free Money Market Fund (prior to May 31, 2010, the Fund was known as Western Asset / CitiSM New York Tax Free Reserves, and prior to June 1, 2009, as CitiSM New York Tax Free Reserves), a series of Legg Mason Partners Money Market Trust, formerly a series of CitiFunds Trust III (the “Subject Trust”), filed a complaint in the United States District Court for the Southern District of New York against the independent trustees of the Subject Trust (Elliott J. Berv, Donald M. Carlton, A. Benton Cocanougher, Mark T. Finn, Stephen Randolph Gross, Diana R. Harrington, Susan B. Kerley, Alan G. Merten and R. Richardson Pettit).
The Subject Trust is also named in the complaint as a nominal defendant. The complaint alleges both derivative claims on behalf of the Subject Trust and class claims on behalf of a putative class of shareholders of the Subject Trust in connection with the 2005 sale of Citigroup’s asset management business to Legg Mason and the related approval of new investment advisory agreements by the trustees and shareholders. In the derivative claim, the plaintiff alleges, among other things, that the independent trustees breached their fiduciary duty to the Subject Trust and its shareholders by failing to negotiate lower fees or seek competing bids from other qualified investment advisers in connection with Citigroup’s sale to Legg Mason. In the claims brought on behalf of the putative class of shareholders, the plaintiff alleges that the independent trustees violated the proxy solicitation requirements of the 1940 Act, and breached their fiduciary duty to shareholders, by virtue of the voting procedures, including “echo voting,” used to obtain approval of the new investment advisory agreements and statements made in a proxy statement regarding those voting procedures. The plaintiff alleges that the proxy statement was misleading because it failed to disclose that the voting procedures violated the 1940 Act. The relief sought includes an award of damages, rescission of the advisory agreement, and an award of costs and attorney fees.
In advance of filing the complaint, Mr. Halebian’s lawyers made written demand for relief on the Board of the Subject Trust, and the Board’s independent trustees formed a demand review committee to investigate the matters raised in the demand, and subsequently in the complaint, and recommend a course of action to the Board. The committee, after a thorough review, determined that the
| 36 | Prime Cash Reserves Portfolio 2011 Semi-Annual Report |
Notes to financial statements (unaudited) (cont’d)
independent trustees did not breach their fiduciary duties as alleged by Mr. Halebian, and that the action demanded by Mr. Halebian would not be in the best interests of the Subject Trust. The Board of the Subject Trust (the trustee who is an “interested person” of the Subject Trust, within the meaning of the 1940 Act, having recused himself from the matter), after receiving and considering the committee’s report and based upon the findings of the committee, subsequently also determined and, adopting the recommendation of the committee, directed counsel to move to dismiss Mr. Halebian’s complaint. A motion to dismiss was filed on October 23, 2006. Opposition papers were filed on or about December 7, 2006. The complaint was dismissed on July 31, 2007. Mr. Halebian filed an appeal in the U.S. Court of Appeals for the Second Circuit. On December 29, 2009, the U.S. Court of Appeals for the Second Circuit reserved judgment after determining that the propriety of the district court’s dismissal depended upon an unsettled question of Massachusetts state law regarding the statute governing derivative proceedings was better addressed by a Massachusetts court and certified the question to the Massachusetts Supreme Judicial Court. On August 23, 2010, the Massachusetts Supreme Judicial Court answered the certified question, concluding that a derivative action must be dismissed under applicable state law following a corporation’s independent determination, made in good faith and after reasonable inquiry, that maintenance of the derivative proceeding is not in the best interests of the corporation, regardless whether the derivative complaint has been filed before or after the corporation’s rejection of the shareholder’s demand. The answer will be conveyed to the U.S. Court of Appeals for the Second Circuit and the parties await a decision of that Court.
6. Other tax information.
On December 22, 2010, President Obama signed into law the Regulated Investment Company Modernization Act of 2010 (the “Act”). The Act updates certain tax rules applicable to regulated investment companies (“RICs”). The various provisions of the Act will generally be effective for RICs with taxable years beginning after December 22, 2010. Additional information regarding the impact of the Act on the Portfolio, if any, will be contained within the relevant sections of the notes to the financial statements for the fiscal year ending August 31, 2012.
| Prime Cash Reserves Portfolio | 37 |
Board approval of management and subadvisory agreements (unaudited)
At an in-person meeting of the Board of Trustees of Master Portfolio Trust (the “Trust”) held on November 8-9, 2010, the Board, including the Trustees who are not considered to be “interested persons” of the Trust (the “Independent Trustees”) under the Investment Company Act of 1940, as amended (the “1940 Act”), approved for an annual period the continuation of the management agreement (the “Management Agreement”) between the Trust and Legg Mason Partners Fund Advisor, LLC (the “Manager”) with respect to the Prime Cash Reserves Portfolio, a series of the Trust (the “Fund”), and the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and Western Asset Management Company (the “Subadviser”), an affiliate of the Manager, with respect to the Fund.
Background
The Board received information in advance of the meeting from the Manager to assist it in its consideration of the Management Agreement and the Sub-Advisory Agreement and was given the opportunity to ask questions and request additional information from management. In addition, the Independent Trustees submitted questions to management before the Meeting and considered the responses provided. The Board received and considered a variety of information about the Manager and the Subadviser, as well as the management and sub-advisory arrangements for the Fund and other funds overseen by the Board, certain portions of which are discussed below. The Board noted that the Fund is a “master fund” in a “master-feeder” structure, whereby each feeder fund has the same investment objective and policies as the Fund and invests substantially all of its assets in the Fund. The information provided and presentations made to the Board encompassed the Fund and all funds for which the Board has responsibility, including the following feeder fund in the Fund (the “Feeder Fund”): Western Asset Institutional Cash Reserves, a series of Legg Mason Partners Institutional Trust. The discussion below covers both the advisory and the administrative functions being rendered by the Manager, both of which functions are encompassed by the Management Agreement, as well as the advisory functions rendered by the Subadviser pursuant to the Sub-Advisory Agreement.
Board approval of management agreement and sub-advisory agreement
The Independent Trustees were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Trustees received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Management Agreement and the Sub-Advisory Agreement. The Independent Trustees also discussed the proposed continuation of the Management Agreement and the Sub-Advisory Agreement in private sessions with their independent legal counsel at which no representatives of the Manager or Subadviser were present. In approving the Management Agreement and Sub-Advisory Agreement, the Board, including the Independent Trustees, considered a variety of factors, including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Management Agreement and the Sub-Advisory Agreement, and each Trustee may have attributed different weight to the various factors.
| 38 | Prime Cash Reserves Portfolio |
Board approval of management and subadvisory agreements (unaudited) (cont’d)
Nature, extent and quality of the services under the management agreement and sub-advisory agreement
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadviser under the Management Agreement and the Sub-Advisory Agreement, respectively, during the past year. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager and the Subadviser took into account the Board’s knowledge and familiarity gained as Trustees of funds in the Legg Mason fund complex, including the scope and quality of the investment management and other capabilities of the Manager and the Subadviser, and the quality of the Manager’s administrative and other services. The Board observed that the scope of services provided by the Manager and the Subadviser had expanded over time as a result of regulatory, market and other developments, including maintaining and monitoring their own and the Fund’s compliance programs. The Board also noted that on a regular basis it received and reviewed information from the Manager and the Subadviser regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, and that it considered the Manager’s and the Subadviser’s risk management processes.
The Board reviewed the qualifications, backgrounds and responsibilities of the Manager’s and the Subadviser’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources of Legg Mason, Inc., the parent organization of the Manager and the Subadviser.
The Board considered the division of responsibilities between the Manager and the Subadviser and the oversight provided by the Manager. The Board also considered the Manager’s and the Subadviser’s policies and practices regarding the selection of brokers and dealers and the execution of portfolio transactions. In addition, management also reported to the Board on, among other things, its business plans and organizational changes.
In considering the performance of the Fund, the Board received and considered performance information for the Feeder Fund as well as for a group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data, for the Feeder Fund. The Board noted that the Feeder Fund’s performance was the same as the performance of the Fund (except for the effect of fees at the Feeder Fund level), and therefore relevant to the Board’s consideration of the Fund’s performance. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Feeder Fund with the funds included in its Performance Universe. The Board also noted that it had received and discussed with management information throughout the year at periodic intervals comparing the Feeder Fund’s performance against its benchmark
| Prime Cash Reserves Portfolio | 39 |
and against its peers. In addition, the Board considered the Feeder Fund’s performance in light of overall financial market conditions.
The information comparing the Feeder Fund’s performance to that of its Performance Universe, consisting of all funds classified as institutional money market funds by Lipper, showed, among other data, that the Feeder Fund’s performance for the 1-, 3-, 5- and 10-year periods ended June 30, 2010 was above the median.
The Board concluded that, overall, the nature, extent and quality of services provided (and expected to be provided) under the Management Agreement and the Sub-Advisory Agreement were sufficient for renewal. The Board noted that the performance of the Fund was satisfactory.
Management fees and expense ratios
The Board reviewed and considered the contractual management fee payable by the Fund to the Manager and the actual management fees in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Subadviser. In addition, the Board noted that the compensation paid to the Subadviser is paid by the Manager, not the Fund.
The Board also received and considered information comparing the Feeder Fund’s contractual management fee (the “Contractual Management Fee”), actual fees paid by the Feeder Fund to the Manager (the “Actual Management Fee”) and the Feeder Fund’s total actual expenses with those of funds in both the relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board noted that the Feeder Fund’s assets represented a significant portion of the Fund’s assets. The Board noted that the Feeder Fund’s expense information reflected both management fees and total expenses payable by the Feeder Fund as well as management fees and total expenses payable by the Fund, and therefore was relevant to the Board’s conclusions regarding the Fund’s expenses. The Board also reviewed information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, separate accounts.
The Manager reviewed with the Board the differences in services provided to those different types of accounts, noting that the Fund is provided with certain administrative services, office facilities, and Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board considered the fee comparisons in light of the differences in management of these different types of accounts. The Board also considered and discussed information about the Subadviser’s fees, including the amount of the management fees retained by the Manager after payment of the subadvisory fee. The Board also received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes.
The information comparing the Feeder Fund’s Contractual and Actual Management Fees as well as its actual total expense ratio to its expense group, consisting of a
| 40 | Prime Cash Reserves Portfolio |
Board approval of management and subadvisory agreements (unaudited) (cont’d)
group of funds (including the Feeder Fund) classified as institutional money market funds and chosen by Lipper to be comparable to the Fund, showed that the Fund’s Contractual Management Fee was at the median and Actual Management Fee was slightly below the median. The Board noted that the Fund’s actual total expense ratio was below the median. The Board also considered that the current limitation on the Feeder Fund’s expenses is expected to continue through December 2012.
Taking all of the above into consideration, as well as the factors identified below, the Board determined that the management fee and the subadvisory fees for the Fund were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Management Agreement and the Sub-Advisory Agreement.
Manager profitability
The Board received and considered an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had been reviewed in the past by an outside consultant and remained unchanged. The profitability of the Manager and its affiliates was considered by the Board not excessive in light of the nature, extent and quality of the services provided to the Fund and the type of fund it represented.
Economies of scale
The Board received and discussed information concerning whether the Manager realizes economies of scale as the Fund’s assets grow. The Board noted that although the Feeder Fund’s Contractual Management Fee does not contain breakpoints, it is approximately equivalent to the asset-weighted average of management fees paid by the other funds in the expense group at all asset levels and that the Actual Management Fee is slightly below the median of the expense group.
The Board determined that the management fee structure for the Fund was reasonable.
Other benefits to the manager and the subadviser
The Board considered other benefits received by the Manager, the Subadviser and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to the Feeder Fund’s shareholders.
In light of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Subadviser to the Fund, the Board considered that the ancillary benefits that the Manager and its affiliates received were reasonable.
* * *
In light of all of the foregoing, the Board determined that the continuation of each of the Management Agreement and Sub-Advisory Agreement would be in the best interests of the Fund’s shareholders and approved the continuation of such agreements for another year.
| 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. | SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
| ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
| ITEM 11. | 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 12. | EXHIBITS. |
(a) (1) Not applicable.
Exhibit 99.CODE ETH
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
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.
| Master Portfolio Trust | ||
| By: | /S/ R. JAY GERKEN | |
| R. Jay Gerken | ||
| Chief Executive Officer of | ||
| Master Portfolio Trust | ||
Date: April 25, 2011
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 | ||
| Master Portfolio Trust | ||
| Date: April 25, 2011 | ||
| By: | /S/ KAPREL OZSOLAK | |
| Kaprel Ozsolak | ||
| Chief Financial Officer of | ||
| Master Portfolio Trust | ||
| Date: April 25, 2011 | ||
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 Master Portfolio Trust – 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) and internal control over financial reporting (as defined in Rule 30a-3(d) 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) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | 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 |
| d) | 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 information; 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: April 25, 2011 | /s/ R. Jay Gerken | |
| R. Jay Gerken | ||
| Chief Executive Officer |
I, Kaprel Ozsolak, certify that:
| 1. | I have reviewed this report on Form N-CSR of Master Portfolio Trust – 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 of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) 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) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | 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 |
| d) | 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 information; 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: April 25, 2011 | /s/ Kaprel Ozsolak | |
| Kaprel Ozsolak | ||
| Chief Financial Officer |
CERTIFICATIONS PURSUANT TO SECTION 906
EX-99.906CERT
CERTIFICATION
R. Jay Gerken, Chief Executive Officer, and Kaprel Ozsolak, Chief Financial Officer of Master Portfolio Trust – 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, 2011 (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 | |||
| Master Portfolio Trust – | Master Portfolio Trust – | |||
| Prime Cash Reserves Portfolio | Prime Cash Reserves Portfolio | |||
| /s/ R. Jay Gerken |
/s/ Kaprel Ozsolak | |||
| R. Jay Gerken | Kaprel Ozsolak | |||
| Date: April 25, 2011 | Date: April 25, 2011 | |||
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.