November 19, 2012 Legg Mason Investor Services, LLC c/o Legg Mason, Inc.

Exhibit (e)(5)

November 19, 2012

Xxxx Xxxxx Investor Services, LLC

c/x Xxxx Xxxxx, Inc.

000 Xxxxxxxxxxxxx Xxxxx

Xxxxxxxxx, Xxxxxxxx 00000

Attn: Xxxxxx Xxxxx, General Counsel

Re: Placement Agency Agreement dated as of December 1, 2005

Ladies and Gentlemen:

Reference is made to the Placement Agency Agreement, dated as of December 1, 2005 (as amended to date, the “Agreement”), between Xxxx Xxxxx Investor Services, LLC, a Massachusetts trust company, and Master Portfolio Trust, a Maryland statutory trust (the “Trust”).

Please be advised that the Trust has established a new series of shares to be known as Municipal High Income Portfolio. Please sign below to confirm your agreement that, effective as of the date provided below, Appendix A to the Agreement is hereby replaced in its entirety with the attached Exhibit A, and that the Agreement as so amended remains in full force and effect.

MASTER PORTFOLIO TRUST
By:		/s/ R. Xxx Xxxxxx
		Name: R. Xxx Xxxxxx
		Title: President

Agreed:

XXXX XXXXX INVESTOR SERVICES, LLC
By:		/s/ Xxxxxxxx X’Xxxx
		Name: Xxxxxxxx X’Xxxx
		Title: Managing Director

Effective Date: November 28, 2012

Appendix A

As of November 28, 2012

Prime Cash Reserves Portfolio

Liquid Reserves Portfolio

U.S. Treasury Reserves Portfolio

Tax Free Reserves Portfolio

Government Portfolio

Short Term Yield Portfolio

Municipal High Income Portfolio