Tax Free Reserves Portfolio Sample Contracts

WITNESSETH:
Administrative Services Agreement • December 30th, 1996 • Tax Free Reserves Portfolio
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SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2006 • Tax Free 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”).

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

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

Exhibit D FORM OF MANAGEMENT AGREEMENT
Management Agreement • December 31st, 2001 • Tax Free Reserves Portfolio • Massachusetts
PLACEMENT AGENCY AGREEMENT Tax Free Reserves Portfolio
Placement Agency Agreement • January 6th, 2006 • Tax Free Reserves Portfolio

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

MANAGEMENT AGREEMENT
Management Agreement • January 6th, 2006 • Tax Free Reserves Portfolio • New York

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

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • October 30th, 2008 • Tax Free 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 Tax Free Reserves Portfolio (the “Successor Fund”), Tax Free 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”).

August 24, 2000 Citi Fiduciary Trust Company 125 Broad Street 11th Floor New York, New York 10004 Re: Tax Free Reserves Portfolio-Transfer Agency and Service Agreement Ladies and Gentlemen: This letter serves as notice that Tax Free Reserves Portfolio...
Tax Free Reserves Portfolio • December 30th, 2002

This letter serves as notice that Tax Free Reserves Portfolio (the "Series"), is added to the list of series to which Citi Fiduciary Trust Company ("Citi Fiduciary") renders services as transfer agent pursuant to the terms of the Transfer Agency and Service Agreement dated as of October 1, 1999 (the "Agreement") between each of the investment companies listed on Schedule A thereto and Citi Fiduciary (formerly known as "Smith Barney Private Trust Company").

TRANSFER AGENCY AND SERVICE AGREEMENT between TAX FREE RESERVES PORTFOLIO and STATE STREET BANK AND TRUST COMPANY
Transfer Agency and Service Agreement • December 30th, 1996 • Tax Free Reserves Portfolio • Massachusetts
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