Us Treasury Reserves Portfolio Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2006 • Us Treasury Reserves Portfolio • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, a California corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • December 29th, 2006 • Us Treasury Reserves Portfolio • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between U.S. Treasury Reserves Portfolio (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 6th, 2006 • Us Treasury Reserves Portfolio

This PLACEMENT AGENCY AGREEMENT, made this 1st day of December, 2005, by and between U.S. Treasury Reserves Portfolio (“Investment Company”), a New York trust and Legg Mason Investor Services, LLC (“Placement Agent”).

MANAGEMENT AGREEMENT
Management Agreement • January 6th, 2006 • Us Treasury Reserves Portfolio • New York

This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day of December, 2005, by and between U.S. Treasury Reserves Portfolio, a New York trust (the “Trust”) and Citi Fund Management Inc., a Delaware corporation (the "Manager").

EXHIBIT NO. 9(a) TRANSFER AGENCY AND SERVICE AGREEMENT between U.S. TREASURY RESERVES PORTFOLIO and STATE STREET BANK AND TRUST COMPANY
Transfer Agency and Service Agreement • December 30th, 1996 • Us Treasury Reserves Portfolio • Massachusetts
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • October 30th, 2008 • Us Treasury Reserves Portfolio • New York

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this 1st day of April 2007, by and among Master Portfolio Trust, a Maryland business trust (the “Successor Entity”), with its principal place of business at 100 Light Street, Baltimore, Maryland 21202, on behalf of its series U.S. Treasury Reserves Portfolio (the “Successor Fund”), U.S. Treasury Reserves Portfolio, a trust organized under the laws of New York (the “Predecessor Entity”), with its principal place of business at 125 Broad Street, New York, New York 10004, and, solely for purposes of paragraph 10.2 hereof, Legg Mason, Inc. (“Legg Mason”).

EXHIBIT NO. 7 CUSTODIAN CONTRACT Between U.S. TREASURY RESERVES PORTFOLIO and STATE STREET BANK AND TRUST COMPANY
Custodian Contract • December 30th, 1996 • Us Treasury Reserves Portfolio • Massachusetts
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