Legg Mason Investor Services, LLC 100 Light Street Baltimore, Maryland 21202 Re: Placement Agency Agreements Ladies and Gentlemen:

EX-99(e)(2)

April 5, 2007

Xxxx Xxxxx Investor Services, LLC
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000

          Re:       Placement Agency Agreements

Ladies and Gentlemen:

           Reference is made to the Placement Agency Agreement, each dated as of December 1, 2005 (each, as amended to date, an “Agreement” and, collectively, the “Agreements”), by and between each investment management company identified as an “Old Entity” on Exhibit A hereto (each, an “Investment Company” and, collectively, the “Investment Companies”), on behalf of each of its series, if any, identified as an “Old Series” on Exhibit A hereto (each, a “Fund” and, collectively, the “Funds”), and Xxxx Xxxxx Investor Services, LLC.

           In connection with a restructuring of the complex of which the Investment Companies and Funds are a part, as of the close of business on April 13, 2007 (the “Closing Date”), the Investment Companies and Funds will be reorganized as set forth on Exhibit A hereto.

           On the Closing Date, (i) Master Portfolio Trust, which is identified as the “New Entity” on Exhibit A hereto, shall become a party to each Agreement and, on behalf of each corresponding “New Series” identified on Appendix A hereto, shall assume all of the rights and obligations under the Agreement of the corresponding Old Entity with respect to each applicable Old Series (or, if such Old Entity has no Old Series, with respect to the Old Entity itself), and (ii) each Old Entity shall cease to be a party to the applicable Agreement and shall have no rights or obligations thereunder.

     Except to the extent expressly set forth herein, this letter shall not be deemed to otherwise amend or modify any term of any of the Agreements.

[signature page to follow]

          Please sign below to evidence your consent and agreement to the above.

EACH INVESTMENT MANAGEMENT
COMPANY IDENTIFIED ON EXHIBIT A
HERETO AS AN “OLD ENTITY”
OR A “NEW ENTITY”
By:	/s/ R. Xxx Xxxxxx
Name:	R. Xxx Xxxxxx
Title:	President

Consented and Agreed to:

XXXX XXXXX INVESTOR SERVICES, LLC

By:

Name:

Title:

2

          Please sign below to evidence your consent and agreement to the above.

EACH INVESTMENT MANAGEMENT

COMPANY IDENTIFIED ON EXHIBIT A

HERETO AS AN “OLD ENTITY”

OR A “NEW ENTITY”

By:

Name: 

Title:

Consented and Agreed to:

XXXX XXXXX INVESTOR SERVICES, LLC

By:	/s/ Xxxx Xxxxxx
Name:	Xxxx Xxxxxx
Title:	Managing Director

2

Exhibit A

INVESTMENT MANAGEMENT COMPANIES AND
SERIES INVOLVED IN RESTRUCTURINGS

Old Entity		Old Series		New Entity		New Series
Liquid Reserves		n/a		Master Portfolio Trust		Liquid Reserves
Portfolio						Portfolio
Tax Free Reserves		n/a		Master Portfolio Trust		Tax Free Reserves
Portfolio						Portfolio
U.S. Treasury Reserves		n/a		Master Portfolio Trust		U.S. Treasury Reserves
Portfolio						Portfolio
Institutional Portfolio		Institutional Enhanced		Master Portfolio Trust		Institutional Enhanced
		Portfolio				Portfolio
		Prime Cash Reserves		Master Portfolio Trust		Prime Cash Reserves
		Portfolio				Portfolio
		SMASh Series M		Master Portfolio Trust		SMASh Series M
		Portfolio				Portfolio
		SMASh Series C		Master Portfolio Trust		SMASh Series C
		Portfolio				Portfolio
		SMASh Series EC		Master Portfolio Trust		SMASh Series EC
		Portfolio				Portfolio
		SMASh Series MEC		Master Portfolio Trust		SMASh Series MEC
		Portfolio				Portfolio