Xxxx Xxxxx Partners Master Portfolio Trust
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
Agreements,
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:
Name:
Title:
Consented and Agreed to:
XXXX XXXXX INVESTOR SERVICES, LLC
By:
Name:
Title:
Exhibit A
INVESTMENT MANAGEMENT COMPANIES AND
SERIES INVOLVED IN RESTRUCTURINGS
Old Entity
Old Series
New Entity
New Series
Liquid Reserves
Portfolio
n/a
Master Portfolio
Trust
Liquid Reserves
Portfolio
Tax Free
Reserves
Portfolio
n/a
Master Portfolio
Trust
Tax Free
Reserves
Portfolio
U.S. Treasury
Reserves
Portfolio
n/a
Master Portfolio
Trust
U.S. Treasury
Reserves
Portfolio
Institutional
Portfolio
Institutional
Enhanced
Portfolio
Master Portfolio
Trust
Institutional
Enhanced
Portfolio
Prime Cash
Reserves
Portfolio
Master Portfolio
Trust
Prime Cash
Reserves
Portfolio
SMASh Series M
Portfolio
Master Portfolio
Trust
SMASh Series M
Portfolio
SMASh Series C
Portfolio
Master Portfolio
Trust
SMASh Series C
Portfolio
SMASh Series EC
Portfolio
Master Portfolio
Trust
SMASh Series EC
Portfolio
SMASh Series MEC
Portfolio
Master Portfolio
Trust
SMASh Series MEC
Portfolio
1
3
ACTIVE/2673239.2
ACTIVE/2673239.2
