UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-10407

Master Portfolio Trust

(Exact name of registrant as specified in charter)

620 Eighth Avenue, 49^th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-877-721-1926

Date of fiscal year end: August 31

Date of reporting period: August 31, 2016

ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.

Schedule of investments

August 31, 2016

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
Short-Term Investments — 98.9%
Alabama — 1.3%
Huntsville, AL, Health Care Authority, TECP		0.010	%		11/16/16	$	17,500,000	$	17,500,000
Alaska — 0.8%
Alaska Industrial Development & Export Authority Revenue, Greater Fairbanks Community Hospital Foundation Inc., LOC-U.S. Bank N.A.		0.560	%		4/1/29		10,635,000		10,635,000	(a)(b)
Arizona — 0.7%
Arizona State Health Facilities Authority Revenue, Banner Health Obligated Group, LOC-Bank of America N.A.		0.660	%		1/1/46		9,000,000		9,000,000	(a)(b)
California — 15.8%
ABAG Finance Authority for Nonprofit Corp., CA, Revenue, Pathways Home Health Hospice, LOC-U.S. Bank N.A.		0.590	%		10/1/34		2,610,000		2,610,000	(a)(b)
Alameda County, CA, IDA Revenue, JMS Family Partnership, LOC-Wells Fargo Bank N.A.		0.630	%		10/1/25		1,730,000		1,730,000	(a)(b)(c)
Alameda, CA, Public Financing Authority, Multi-Family Revenue, LIQ-FNMA, LOC-FNMA		0.620	%		5/15/35		2,580,000		2,580,000	(a)(b)
Antelope Valley-East Kern, CA, Water Agency, COP, LOC-Wells Fargo Bank N.A.		0.560	%		6/1/37		5,600,000		5,600,000	(a)(b)
California State Health Facilities Financing Authority Revenue, Scripps Health, LOC-Northern Trust Co.		0.600	%		10/1/31		500,000		500,000	(a)(b)
California State Infrastructure & Economic Development Bank Revenue, Loyola High School District, LOC-First Republic Bank & FHLB		0.620	%		12/1/35		6,170,000		6,170,000	(a)(b)
California State PCFA, Solid Waste Disposal Revenue:
Bay Counties Waste Services Inc., LOC-Comerica Bank		0.810	%		8/1/41		2,170,000		2,170,000	(a)(b)(c)
Burrtec Waste Group Inc., LOC-U.S. Bank N.A.		0.710	%		10/1/38		5,210,000		5,210,000	(a)(b)(c)
Edco Disposal Corp. Project, LOC-Wells Fargo Bank N.A.		0.710	%		10/1/37		410,000		410,000	(a)(b)(c)
Pleasanton Garbage Service Inc. Project, LOC-Wells Fargo Bank N.A.		0.660	%		6/1/40		300,000		300,000	(a)(b)
Recycling Industries Inc. Project, LOC-Comerica Bank		0.810	%		11/1/41		1,195,000		1,195,000	(a)(b)(c)
Zerep Management Corp. Project, LOC-Comerica Bank		0.810	%		10/1/36		2,305,000		2,305,000	(a)(b)(c)
California Statewide CDA Revenue:
Painted Turtle Gang Camp Foundation, LOC-Wells Fargo Bank N.A.		0.560	%		4/1/33		4,200,000		4,200,000	(a)(b)
Rady Children’s Hospital, LOC-Northern Trust Co.		0.560	%		8/15/36		1,500,000		1,500,000	(a)(b)
Young Men’s Christian Association of The East Bay Project, LOC-Wells Fargo Bank N.A.		0.670	%		6/1/27		5,490,000		5,490,000	(a)(b)
California Statewide CDA, MFH Revenue:
1030 Post Street Apartments, LIQ-FHLMC		0.640	%		2/1/39		5,300,000		5,300,000	(a)(b)(c)
Arbor Ridge Apartments, LIQ-FHLMC		0.650	%		11/1/36		2,500,000		2,500,000	(a)(b)(c)
LOC-Wells Fargo Bank N.A.		0.640	%		4/1/25		8,100,000		8,100,000	(a)(b)(c)

See Notes to Financial Statements.

Tax Free Reserves Portfolio 2016 Annual Report 29

Schedule of investments (cont’d)

August 31, 2016

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
California — continued
Phoenix Terrace Apartments, LIQ-FNMA, LOC-FNMA		0.620	%		3/15/32	$	2,000,000	$	2,000,000	(a)(b)(c)
Central Basin Municipal Water District, CA, COP, LOC-U.S. Bank N.A.		0.600	%		8/1/37		4,510,000		4,510,000	(a)(b)
Chino Basin, CA, Regional Financing Authority Revenue, Inland Empire Utilities Agency, LOC-Sumitomo Mitsui Banking		0.610	%		6/1/32		2,870,000		2,870,000	(a)(b)
Irvine Ranch, CA, Water District, GO, LOC-Sumitomo Mitsui Banking		0.610	%		1/1/21		500,000		500,000	(a)(b)
Irvine, CA, USD Special Tax Revenue:
Community Facilities District No. 09-1, LOC-Sumitomo Mitsui Banking		0.610	%		9/1/51		10,025,000		10,025,000	(a)(b)
Community Facilities District No. 09-1, LOC-Sumitomo Mitsui Banking		0.610	%		9/1/54		13,120,000		13,120,000	(a)(b)
Livermore, CA, COP, LOC-U.S. Bank N.A.		0.560	%		10/1/30		9,395,000		9,395,000	(a)(b)
Long Beach, CA, Health Facilities Revenue, Memorial Health Services		0.600	%		10/1/16		6,850,000		6,850,000	(a)(b)
Los Angeles County, CA, GO, TRAN		3.000	%		6/30/17		7,250,000		7,388,829
Los Angeles, CA, Department of Water & Power Revenue, SPA-Royal Bank of Canada		0.550	%		7/1/35		1,300,000		1,300,000	(a)(b)
Los Angeles, CA, GO, TRAN		2.000	%		3/30/17		4,500,000		4,536,414
Northern California Power Agency Revenue, Hydroelectric Project, LOC-Bank of Montreal		0.590	%		7/1/32		4,600,000		4,600,000	(a)(b)
Sacramento County, CA, Housing Authority, MFH Revenue, Chesapeake Commons, Wasatch Pool Holdings LLC, LIQ-FNMA, LOC-FNMA		0.630	%		2/15/31		9,890,000		9,890,000	(a)(b)(c)
Sacramento, CA, MUD Revenue, LOC-State Street Bank & Trust Co.		0.590	%		8/15/41		5,820,000		5,820,000	(a)(b)
San Bernardino County, CA, GO, TRAN		2.000	%		6/30/17		5,250,000		5,308,237
San Diego County, CA, Regional Transportation Commission, Sales Tax Revenue, SPA-JPMorgan Chase		0.580	%		4/1/38		18,900,000		18,900,000	(a)(b)
San Francisco, CA, City & County Finance Corp. Lease Revenue, Moscone Center, LOC-State Street Bank & Trust Co.		0.600	%		4/1/30		2,325,000		2,325,000	(a)(b)
San Francisco, CA, City & County MFH Revenue, Folsom Dore Apartment Project, LOC-Citibank N.A.		0.640	%		12/1/34		1,600,000		1,600,000	(a)(b)(c)
San Mateo County, CA, Joint Powers Financing Authority, Lease Revenue, Public Safety Project, LOC-Wells Fargo Bank N.A.		0.620	%		4/1/39		705,000		705,000	(a)(b)
Santa Clara Valley, CA, Transportation Authority, Sales Tax Revenue:
Measure A, SPA-Sumitomo Mitsui Banking		0.600	%		4/1/36		6,500,000		6,500,000	(a)(b)
SPA-Sumitomo Mitsui Banking		0.590	%		4/1/36		2,000,000		2,000,000	(a)(b)
SPA-Sumitomo Mitsui Banking		0.550	%		4/1/36		22,400,000		22,400,000	(a)(b)

See Notes to Financial Statements.

30 Tax Free Reserves Portfolio 2016 Annual Report

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
California — continued
SPA-Sumitomo Mitsui Banking		0.580	%		4/1/36	$	3,200,000	$	3,200,000	(a)(b)
Santa Cruz County, CA, GO, TRAN		3.000	%		6/29/17		3,500,000		3,566,480
Total California									207,179,960
Colorado — 0.6%
Colorado HFA Revenue, Multi-Family Project, SPA-FHLB		0.620	%		10/1/30		1,170,000		1,170,000	(a)(b)
Colorado Springs, CO, Utilities Revenue, Subordinated Lien, SPA-Bank of America N.A.		0.590	%		11/1/23		6,700,000		6,700,000	(a)(b)
Colorado State Educational & Cultural Facilities Authority Revenue, Nature Conservancy, Project A		0.570	%		7/1/27		414,000		414,000	(a)(b)
Total Colorado									8,284,000
Connecticut — 5.1%
Capital City, CT, EDA Revenue, SPA-Bank of America N.A.		0.710	%		6/15/24		1,100,000		1,100,000	(a)(b)
Connecticut Innovations Inc., CT, Revenue, ISO New England Inc. Project, LOC-TD Bank N.A.		0.570	%		12/1/39		2,730,000		2,730,000	(a)(b)
Connecticut State HEFA Revenue:
Hoffman Summerwood Community, LOC-TD Bank N.A.		0.670	%		7/1/37		970,000		970,000	(a)(b)
Hospital for Special Care, LOC-Webster Bank N.A. & FHLB		0.590	%		7/1/37		2,610,000		2,610,000	(a)(b)
Trinity College, LOC-JPMorgan Chase		0.590	%		7/1/34		2,555,000		2,555,000	(a)(b)
Wesleyan University		0.570	%		7/1/40		3,500,000		3,500,000	(a)(b)
Westover School, LOC-TD Bank N.A.		0.590	%		7/1/30		4,915,000		4,915,000	(a)(b)
Connecticut State HFA Revenue, CIL Realty Inc., LOC-HSBC Bank USA N.A.		0.540	%		7/1/32		7,230,000		7,230,000	(a)(b)
Connecticut State HFA, Housing Mortgage Finance Program Revenue:
SPA-Bank of Tokyo-Mitsubishi UFJ		0.600	%		5/15/34		5,000,000		5,000,000	(a)(b)
SPA-Bank of Tokyo-Mitsubishi UFJ		0.590	%		11/15/34		1,500,000		1,500,000	(a)(b)
SPA-Bank of Tokyo-Mitsubishi UFJ		0.600	%		11/15/41		8,170,000		8,170,000	(a)(b)
SPA-JPMorgan Chase		0.620	%		11/15/31		500,000		500,000	(a)(b)(c)
SPA-Royal Bank of Canada		0.600	%		5/15/31		1,800,000		1,800,000	(a)(b)(c)
SPA-Royal Bank of Canada		0.590	%		11/15/45		7,500,000		7,500,000	(a)(b)
Wolcott, CT, GO, BAN		2.000	%		10/20/16		16,595,000		16,623,025
Total Connecticut									66,703,025
Delaware — 0.4%
University of Delaware Revenue:
SPA-Bank of America N.A.		0.640	%		11/1/34		5,420,000		5,420,000	(a)(b)
SPA-TD Bank N.A.		0.640	%		11/1/35		500,000		500,000	(a)(b)
Total Delaware									5,920,000

See Notes to Financial Statements.

Tax Free Reserves Portfolio 2016 Annual Report 31

Schedule of investments (cont’d)

August 31, 2016

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
District of Columbia — 2.5%
District of Columbia University Revenue, American University, LOC-Royal Bank of Canada		0.600	%		10/1/36	$	6,975,000	$	6,975,000	(a)(b)
Metropolitan Washington DC, Airports Authority System Revenue:
LOC-Royal Bank of Canada		0.620	%		10/1/35		10,030,000		10,030,000	(a)(b)(c)
LOC-Royal Bank of Canada		0.620	%		10/1/39		15,485,000		15,485,000	(a)(b)(c)
Total District of Columbia									32,490,000
Florida — 4.6%
Highlands County, FL, Health Facilities Authority Revenue:
Hospital Adventist Health System		0.570	%		11/15/26		1,800,000		1,800,000	(a)(b)
Hospital Adventist Health System		0.560	%		11/15/32		300,000		300,000	(a)(b)
Hospital Adventist Health System		0.550	%		11/15/33		6,815,000		6,815,000	(a)(b)
Hospital Adventist Health System		0.560	%		11/15/34		12,800,000		12,800,000	(a)(b)
Hospital Adventist Health System		0.590	%		11/15/35		2,000,000		2,000,000	(a)(b)
Miami-Dade County, FL, Special Obligation Revenue, Juvenile Courthouse, AMBAC, LOC-TD Bank N.A.		0.590	%		4/1/43		3,850,000		3,850,000	(a)(b)
North Broward, FL, Hospital District Revenue:
NATL, LOC-Northern Trust Co.		0.570	%		12/16/20		3,000,000		3,000,000	(a)(b)
NATL, LOC-Wells Fargo Bank N.A.		0.570	%		1/15/27		8,800,000		8,800,000	(a)(b)
Orange County, FL, HFA Revenue, Walk Apartments LLC, FNMA, LIQ-FNMA		0.580	%		6/1/25		4,700,000		4,700,000	(a)(b)
Orlando, FL, Utilities Commission, Utility System Revenue, SPA-JPMorgan Chase		0.660	%		10/1/33		13,800,000		13,800,000	(a)(b)
Volusia County, FL, HFA, MFH Revenue, Cape Morris Cove Apartments II, LOC-FHLB		0.640	%		10/15/42		2,690,000		2,690,000	(a)(b)(c)
Total Florida									60,555,000
Georgia — 2.8%
Cobb County, GA, Housing Authority Revenue, Walton Reserve Apartments Project, LOC-SunTrust Bank		0.690	%		10/1/35		15,250,000		15,250,000	(a)(b)(c)
Coweta County, GA, Development Authority Revenue, W.Y. Newnan Holding LLC Project, LOC-Wells Fargo Bank N.A.		0.720	%		4/1/32		3,385,000		3,385,000	(a)(b)(c)
De Kalb County, GA, Housing Authority, MFH Revenue, Friendly Heights LP, LOC-FHLMC		0.660	%		5/1/34		6,860,000		6,860,000	(a)(b)(c)
Douglas County, GA, Development Authority, IDR, Pandosia LLC Project, LOC-Wells Fargo Bank N.A.		0.600	%		12/1/27		2,700,000		2,700,000	(a)(b)(c)
Gwinnett County, GA, Development Authority, IDR, Barco Inc. Project, LOC-Branch Banking & Trust		0.680	%		11/1/20		3,995,000		3,995,000	(a)(b)(c)
Gwinnett County, GA, School District, GO		4.000	%		10/1/16		1,000,000		1,002,840
Savannah, GA, EDA Revenue, Savannah Country Day School, LOC-Branch Banking & Trust		0.660	%		5/1/32		200,000		200,000	(a)(b)

See Notes to Financial Statements.

32 Tax Free Reserves Portfolio 2016 Annual Report

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
Georgia — continued
Stephens County, GA, Development Authority, IDR, CMC of Georgia Inc. Project, LOC-Branch Banking & Trust		0.680	%		8/1/21	$	3,310,000	$	3,310,000	(a)(b)(c)
Total Georgia									36,702,840
Hawaii — 0.4%
Hawaii State Department of Budget & Finance Special Purpose Revenue:
Queens Health System Series C		1.010	%		7/1/39		3,325,000		3,325,000	(a)(b)
Queens Health System Series B		1.010	%		7/1/39		2,360,000		2,360,000	(a)(b)
Total Hawaii									5,685,000
Illinois — 4.3%
Bloomington & Normal, IL, Airport Authority Revenue, Central Illinois Regional Airport, LOC-Northern Trust Co.		0.660	%		1/1/27		3,880,000		3,880,000	(a)(b)
Chicago, IL, MFH Revenue, Renaissance Center LP, LOC-Harris N.A.		0.650	%		10/1/34		2,220,000		2,220,000	(a)(b)(c)
Chicago, IL, Midway Airport Revenue, LOC-Bank of Montreal		0.640	%		1/1/35		4,925,000		4,925,000	(a)(b)(c)
Illinois State Development Finance Authority Revenue, Fenwick High School Project, LOC-PNC Bank N.A.		0.600	%		3/1/32		9,450,000		9,450,000	(a)(b)
Illinois State DFA, IDR, Profile Packaging Inc. Project, LOC-Bank of America N.A.		0.790	%		7/1/18		2,000,000		2,000,000	(a)(b)(c)
Illinois State EFA Revenue, The Adler Planetarium, LOC-PNC Bank N.A.		0.600	%		4/1/31		4,000,000		4,000,000	(a)(b)
Illinois State Finance Authority Revenue:
Everest Academy of Lemont Inc., LOC-First Midwest Bank N.A. & FHLB		0.670	%		2/1/34		5,625,000		5,625,000	(a)(b)
Illinois College, LOC-U.S. Bank N.A.		0.560	%		10/1/30		5,845,000		5,845,000	(a)(b)
Latin School Project, LOC-JPMorgan Chase		0.600	%		8/1/35		2,000,000		2,000,000	(a)(b)
Northwestern Memorial Hospital, SPA-JPMorgan Chase		0.590	%		8/15/42		1,855,000		1,855,000	(a)(b)
Northwestern Memorial Hospital, SPA-Wells Fargo Bank N.A.		0.560	%		8/15/42		495,000		495,000	(a)(b)
OSF Healthcare System, LOC-PNC Bank N.A.		0.640	%		11/15/37		2,500,000		2,500,000	(a)(b)
Illinois State Finance Authority, MFH Revenue, Liberty Towers Associates, LOC-Harris N.A.		0.680	%		10/1/39		4,605,000		4,605,000	(a)(b)
Illinois State Housing Development Authority, MFH Revenue, Galesburg Towers Associates II, LOC-Harris N.A.		0.820	%		12/1/35		3,415,000		3,415,000	(a)(b)(c)
Illinois State Toll Highway Authority, Toll Highway Revenue, LOC-Mizuho Bank Ltd.		0.640	%		7/1/30		3,000,000		3,000,000	(a)(b)
Lake County, IL, IDR, Northpoint Associates LLC Project, LOC-Northern Trust Co.		0.700	%		7/1/29		1,200,000		1,200,000	(a)(b)(c)
Total Illinois									57,015,000

See Notes to Financial Statements.

Tax Free Reserves Portfolio 2016 Annual Report 33

Schedule of investments (cont’d)

August 31, 2016

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
Indiana — 1.8%
Hobart, IN, EDR, Albanese Confectionery, LOC-Harris N.A.		0.650	%		7/1/31	$	1,595,000	$	1,595,000	(a)(b)(c)
Indiana Finance Authority Midwestern Disaster Relief Revenue, Ohio Valley Electric Corp. Project, LOC-Bank of Nova Scotia		0.580	%		6/1/40		10,000,000		10,000,000	(a)(b)
Indiana Health Facilities Financing Authority, Hospital Revenue, Community Hospitals Project of Indiana Inc., LOC-Wells Fargo Bank N.A.		0.570	%		7/1/28		2,100,000		2,100,000	(a)(b)
Indiana State Finance Authority Revenue, Lease Appropriation, SPA-JPMorgan Chase		0.580	%		2/1/37		3,885,000		3,885,000	(a)(b)
Indianapolis, IN, MFH Revenue, Washington Pointe LP Project, FNMA, LIQ-FNMA		0.600	%		4/15/39		4,645,000		4,645,000	(a)(b)
St. Joseph County, IN, EDR, Logan Community Resources Inc. Project, LOC-PNC Bank N.A.		0.600	%		5/1/34		2,040,000		2,040,000	(a)(b)
Total Indiana									24,265,000
Iowa — 0.3%
Iowa State Finance Authority Health Facilities Revenue, Unity Point HealthCare, LOC-Union Bank N.A.		0.630	%		2/15/39		2,870,000		2,870,000	(a)(b)
Iowa State Finance Authority, IDR, Embria Health Sciences Project, LOC-Wells Fargo Bank N.A.		0.720	%		6/1/32		1,200,000		1,200,000	(a)(b)(c)
Total Iowa									4,070,000
Kansas — 0.1%
Topeka, KS, GO, Temporary Notes, General Imports		2.000	%		10/1/16		1,000,000		1,001,087
Kentucky — 1.2%
Berea, KY, Educational Facilities Revenue:
Berea College Project		0.730	%		6/1/29		4,375,000		4,375,000	(a)(b)
Berea College Project		0.730	%		6/1/32		8,895,000		8,895,000	(a)(b)
Boone County, KY, Industrial Building Revenue, Kiswel Inc. Project, LOC-Branch Banking & Trust		0.680	%		5/1/27		2,435,000		2,435,000	(a)(b)(c)
Total Kentucky									15,705,000
Louisiana — 0.8%
St. James Parish, LA, Revenue, Nustar Logistics LP Project, LOC-Bank of Tokyo-Mitsubishi UFJ		0.690	%		12/1/40		10,000,000		10,000,000	(a)(b)
Maryland — 0.6%
Maryland State Community Development Administration, Department of Housing & Community Development Revenue:
Hopkins Village Preservation LP, LIQ FHLMC		0.600	%		11/1/38		2,700,000		2,700,000	(a)(b)
Residential, SPA-TD Bank N.A.		0.570	%		9/1/43		3,000,000		3,000,000	(a)(b)
Maryland State Health & Higher EFA Revenue, University of Maryland Medical System, LOC-TD Bank N.A.		0.580	%		7/1/41		900,000		900,000	(a)(b)
Montgomery County, MD, Housing Opportunities Commission, Multi-Family Revenue, Housing Development, GNMA, FNMA, FHLMC, FHA, LOC-TD Bank N.A.		0.570	%		7/1/36		810,000		810,000	(a)(b)
Total Maryland									7,410,000

See Notes to Financial Statements.

34 Tax Free Reserves Portfolio 2016 Annual Report

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
Massachusetts — 3.7%
Massachusetts State DFA Revenue:
Bancroft Schools & Communities Inc., LOC-TD Bank N.A.		0.610	%		9/1/31	$	2,430,000	$	2,430,000	(a)(b)
Partners Healthcare System Inc., LOC-Bank of New York Mellon		0.550	%		7/1/48		2,500,000		2,500,000	(a)(b)
Partners Healthcare System Inc., LOC-U.S. Bank N.A.		0.560	%		7/1/48		3,000,000		3,000,000	(a)(b)
Partners Healthcare Systems Inc., SPA-Wells Fargo Bank N.A.		0.570	%		7/1/46		7,500,000		7,500,000	(a)(b)
Massachusetts State DFA, MFH Revenue, Archstone Readstone, LIQ-FHLMC		0.660	%		12/1/37		2,600,000		2,600,000	(a)(b)(c)
Massachusetts State HEFA Revenue:
Baystate Medical Center, LOC-Bank of America N.A.		0.600	%		7/1/39		3,000,000		3,000,000	(a)(b)
Harvard University		0.560	%		7/1/35		400,000		400,000	(a)(b)
Partners Healthcare Systems Inc., SPA-JPMorgan Chase		0.570	%		7/1/27		8,200,000		8,200,000	(a)(b)
Partners Healthcare Systems Inc., SPA-JPMorgan Chase		0.600	%		7/1/27		2,800,000		2,800,000	(a)(b)
Massachusetts State IFA Revenue, Nova Realty Trust, LOC-TD Bank N.A.		0.570	%		12/1/24		200,000		200,000	(a)(b)
Massachusetts State Water Resources Authority Revenue, SPA-JPMorgan Chase		0.590	%		8/1/37		3,765,000		3,765,000	(a)(b)
Worcester, MA, GO, BAN		2.000	%		12/21/16		12,300,342		12,352,391
Total Massachusetts									48,747,391
Michigan — 0.8%
Michigan State Strategic Fund Ltd. Obligation Revenue, Kroger Co. Recovery Zone, LOC-Bank of Tokyo-Mitsubishi UFJ		0.580	%		1/1/26		5,500,000		5,500,000	(a)(b)
Michigan State University Revenue, SPA-Royal Bank of Canada		0.640	%		2/15/34		4,500,000		4,500,000	(a)(b)
Total Michigan									10,000,000
Minnesota — 1.1%
Minneapolis, MN, Revenue, University Gateway Project, SPA-Wells Fargo Bank N.A.		0.600	%		12/1/40		2,635,000		2,635,000	(a)(b)
Minnesota Housing Finance Agency Revenue, Residential Housing, GNMA, FNMA, FHLMC, SPA-Royal Bank of Canada		0.620	%		1/1/46		12,150,000		12,150,000	(a)(b)(c)
Total Minnesota									14,785,000
Mississippi — 0.7%
Mississippi State Business Finance Commission Gulf Opportunity Revenue:
Chevron USA Inc.		0.580	%		11/1/35		5,000,000		5,000,000	(a)(b)
Chevron USA Inc.		0.620	%		11/1/35		4,000,000		4,000,000	(a)(b)
Total Mississippi									9,000,000

See Notes to Financial Statements.

Tax Free Reserves Portfolio 2016 Annual Report 35

Schedule of investments (cont’d)

August 31, 2016

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
Missouri — 2.6%
Kansas City, MO, Special Obligation Revenue, Chouteau I-35 Project, LOC-JPMorgan Chase & Co.		0.690	%		3/1/24	$	4,230,000	$	4,230,000	(a)(b)
Missouri State Development Finance Board, MO, Cultural Facilities Revenue, Kauffman Center, SPA-Northern Trust Co.		0.610	%		6/1/37		2,300,000		2,300,000	(a)(b)
Missouri State HEFA Revenue:
BJC Health System		0.570	%		5/15/38		960,000		960,000	(a)(b)
St. Louis Priory School Project, LOC-U.S. Bank N.A.		0.650	%		2/1/33		675,000		675,000	(a)(b)
St. Louis University, LOC-U.S. Bank N.A.		0.580	%		10/1/24		14,955,000		14,955,000	(a)(b)
St. Louis University, LOC-Wells Fargo Bank N.A.		0.600	%		10/1/35		385,000		385,000	(a)(b)
Washington University, SPA-U.S. Bank N.A.		0.660	%		2/15/33		2,375,000		2,375,000	(a)(b)
Springfield, MO, IDA Revenue, McIntosh Holdings LLC Project, LOC-Guaranty Bank & FHLB		0.620	%		9/1/26		1,595,000		1,595,000	(a)(b)(c)
St. Charles County, MO, IDA Revenue, Newco Enterprises Inc. Project, LOC-Enterprise Bank & Trust		0.660	%		12/1/29		3,780,000		3,780,000	(a)(b)(c)
St. Louis, MO, General Funding Revenue, TRAN		2.000	%		6/1/17		3,500,000		3,531,126
Total Missouri									34,786,126
New Hampshire — 1.1%
New Hampshire State Business Finance Authority Solid Waste Disposal Revenue, Lonza Biologies Inc. Project, LOC-Landesbank Hessen-Thuringen		0.680	%		11/1/20		14,000,000		14,000,000	(a)(b)(c)
New Jersey — 0.6%
Essex County, NJ, GO, BAN		2.000	%		9/16/16		7,150,000		7,154,318
New Jersey State Health Care Facilities Financing Authority Revenue, LOC-Wells Fargo Bank N.A.		0.570	%		7/1/36		200,000		200,000	(a)(b)
Total New Jersey									7,354,318
New Mexico — 1.1%
University of New Mexico, NM, Revenue, Subordinated Lien System, SPA-U.S. Bank N.A.		0.610	%		6/1/30		14,250,000		14,250,000	(a)(b)
New York — 19.5%
Cortland, NY, GO, BAN		2.000	%		12/2/16		3,400,000		3,410,087
Dutchess County, NY, Industrial Development Agency, Civic Facility Revenue, Marist College Civic Facility, LOC-TD Bank N.A.		0.590	%		7/1/38		100,000		100,000	(a)(b)
East Greenbush, NY, CSD, GO, BAN		2.000	%		11/18/16		1,200,000		1,203,044
Fayetteville-Manlius, NY, CSD, GO, RAN		1.500	%		1/20/17		3,000,000		3,008,575
Grand Island, NY, GO, BAN		1.500	%		10/13/16		6,000,000		6,006,285
Kingston, NY, GO, BAN		2.000	%		3/24/17		1,593,333		1,601,251
Lansing, NY, GO		1.750	%		9/14/16		1,500,000		1,500,475
Mayfield, NY, CSD, GO, BAN		1.500	%		8/17/17		1,500,000		1,506,401

See Notes to Financial Statements.

36 Tax Free Reserves Portfolio 2016 Annual Report

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
New York — continued
MTA, NY, Revenue:
BAN		5.000	%		10/1/16	$	10,000,000	$	10,036,235
LOC-Bank of Montreal		0.570	%		11/1/35		8,500,000		8,500,000	(a)(b)
LOC-Citibank N.A.		0.610	%		11/15/50		1,600,000		1,600,000	(a)(b)
LOC-Royal Bank of Canada		0.600	%		11/1/35		1,400,000		1,400,000	(a)(b)
Transportation, LOC-U.S. Bank N.A.		0.580	%		11/15/50		4,000,000		4,000,000	(a)(b)
Nassau County, NY, GO:
RAN		2.000	%		12/7/16		16,000,000		16,054,849
TAN		2.000	%		9/15/16		11,500,000		11,505,972
Nassau County, NY, Interim Finance Authority Revenue, SPA-Sumitomo Mitsui Banking, Sales Tax Secured		0.610	%		11/15/21		25,800,000		25,800,000	(a)(b)
Nassau Health Care Corp., NY, Revenue, Nassau County GTD, LOC-TD Bank N.A.		0.590	%		8/1/29		1,975,000		1,975,000	(a)(b)
New York City, NY, GO:
LOC-Bank of New York Mellon		0.590	%		3/1/34		3,600,000		3,600,000	(a)(b)
LOC-Bank of Tokyo-Mitsubishi UFJ		0.580	%		4/1/42		2,600,000		2,600,000	(a)(b)
LOC-Mizuho Corporate Bank		0.600	%		4/1/42		2,335,000		2,335,000	(a)(b)
LOC-Royal Bank of Canada		0.580	%		8/1/36		600,000		600,000	(a)(b)
SPA-JPMorgan Chase		0.590	%		8/1/38		5,000,000		5,000,000	(a)(b)
Subordinated, SPA-JPMorgan Chase		0.590	%		1/1/36		6,400,000		6,400,000	(a)(b)
New York City, NY, Municipal Water Finance Authority, Water & Sewer System Revenue:
Second General Resolution Fiscal 2016, SPA-PNC Bank N.A.		0.600	%		6/15/48		10,700,000		10,700,000	(a)(b)
Second General Resolution, SPA-Royal Bank of Canada		0.580	%		6/15/48		7,600,000		7,600,000	(a)(b)
SPA-Mizuho Bank Ltd.		0.600	%		6/15/33		12,700,000		12,700,000	(a)(b)
New York City, NY, TFA Revenue:
Future Tax Secured, SPA-JPMorgan Chase		0.590	%		2/1/45		2,500,000		2,500,000	(a)(b)
New York City Recovery Project, SPA-Royal Bank of Canada Series 3-F		0.580	%		11/1/22		12,920,000		12,920,000	(a)(b)
New York City Recovery Project, SPA-Royal Bank of Canada Series 3-H		0.580	%		11/1/22		8,600,000		8,600,000	(a)(b)
New York State Dormitory Authority Revenue:
Non-State Supported Debt, Rockefeller University, SPA-JPMorgan Chase		0.590	%		7/1/32		2,800,000		2,800,000	(a)(b)
Non-State Supported Debt, St. John’s University, LOC-U.S. Bank N.A.		0.560	%		7/1/37		950,000		950,000	(a)(b)
Non-State Supported Debt, University of Rochester, LOC-JPMorgan Chase		0.620	%		7/1/33		2,455,000		2,455,000	(a)(b)
New York State Housing Finance Agency Revenue:
42nd & 10th Housing, LIQ-FHLMC, LOC-FHLMC		0.570	%		11/1/41		3,100,000		3,100,000	(a)(b)
625 West 57th Street, LOC-Bank of New York Mellon		0.570	%		5/1/49		2,890,000		2,890,000	(a)(b)
Worth Street, LIQ-FNMA, LOC-FNMA		0.680	%		5/15/33		21,200,000		21,200,000	(a)(b)(c)

See Notes to Financial Statements.

Tax Free Reserves Portfolio 2016 Annual Report 37

Schedule of investments (cont’d)

August 31, 2016

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
New York — continued
North Hempstead, NY, GO, BAN		2.000	%		9/30/16	$	7,500,000	$	7,508,455
Ossining Village, NY, GO		1.500	%		9/30/16		3,000,000		3,001,827
Ramapo, NY, Housing Authority Revenue, Spring Valley Homes Redevelopment Project LLC, LIQ-FNMA, LOC-FNMA		0.620	%		12/15/38		4,480,000		4,480,000	(a)(b)(c)
Roslyn, NY, Union Free School District, GO, BAN		2.000	%		9/23/16		4,000,000		4,003,182
Tompkins County, NY, GO, BAN		2.000	%		10/14/16		2,000,000		2,003,517
Triborough Bridge & Tunnel Authority, NY, Revenue, LOC-Helaba		0.620	%		11/1/32		20,650,000		20,650,000	(a)(b)
Wappingers, NY, CSD, GO, BAN		1.500	%		12/15/16		6,500,000		6,516,729
Total New York									256,321,884
North Carolina — 2.7%
Charlotte, NC, COP, Central Yard Project, SPA-Bank of America N.A.		0.620	%		3/1/25		7,900,000		7,900,000	(a)(b)
North Carolina State Capital Facilities Finance Agency, Educational Facilities Revenue:
Guilford College Project, LOC-Branch Banking & Trust		0.630	%		5/1/24		2,305,000		2,305,000	(a)(b)
Meredith College, LOC-Wells Fargo Bank N.A.		0.570	%		6/1/38		2,255,000		2,255,000	(a)(b)
Summit School Inc. Project, LOC-Branch Banking & Trust		0.630	%		6/1/33		5,000,000		5,000,000	(a)(b)
North Carolina State Capital Facilities Finance Agency, Recreational Facilities Revenue, YMCA of Greater Charlotte Project, LOC-Branch Banking & Trust		0.630	%		4/1/29		4,020,000		4,020,000	(a)(b)
North Carolina State HFA Revenue:
Home Ownership 1998 TR-19C, SPA-TD Bank N.A.		0.630	%		1/1/35		2,610,000		2,610,000	(a)(b)(c)
Home Ownership, SPA-TD Bank N.A.		0.630	%		7/1/33		1,275,000		1,275,000	(a)(b)(c)
North Carolina State Medical Care Commission Hospital Revenue, Southeastern Regional Medical Center, LOC-Branch Banking & Trust		0.630	%		6/1/37		2,205,000		2,205,000	(a)(b)
North Carolina State Medical Care Commission, Health Care Facilities Revenue:
First Mortgage Deerfield, LOC-Branch Banking & Trust		0.630	%		11/1/38		5,000,000		5,000,000	(a)(b)
Novant Health Group, SPA-JPMorgan Chase		0.570	%		11/1/34		3,465,000		3,465,000	(a)(b)
Total North Carolina									36,035,000
North Dakota — 0.1%
North Dakota State Housing Finance Agency Revenue, Housing Finance Program, Home Mortgage Finance, SPA-FHLB		0.610	%		7/1/39		1,900,000		1,900,000	(a)(b)
Ohio — 2.6%
Franklin County, OH, Hospital Facilities Revenue, Various Improvement, Nationwide Children’s Hospital Inc.		0.550	%		11/1/45		5,000,000		5,000,000	(a)(b)

See Notes to Financial Statements.

38 Tax Free Reserves Portfolio 2016 Annual Report

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
Ohio — continued
Ohio State University Revenue		0.610	%		12/1/34	$	23,200,000	$	23,200,000	(a)(b)
Ohio State University Revenue		0.610	%		12/1/39		5,000,000		5,000,000	(a)(b)
Ohio State, GO, Common Schools		0.610	%		6/15/26		795,000		795,000	(a)(b)
Total Ohio									33,995,000
Oregon — 1.5%
Oregon State Facilities Authority Revenue, Peacehealth, LOC-U.S. Bank N.A.		0.580	%		8/1/34		800,000		800,000	(a)(b)
Oregon State Housing & Community Services Department, Housing Development Revenue, Revenue Redwood Park Apartments, LIQ-FNMA, LOC-FNMA		0.650	%		10/15/38		5,300,000		5,300,000	(a)(b)(c)
Oregon State Housing & Community Services Department, Mortgage Revenue, Single-Family Mortgage Program, SPA-State Street Bank & Trust Co.		0.620	%		7/1/45		6,600,000		6,600,000	(a)(b)(c)
Oregon State, GO:
Veterans Welfare, SPA-U.S. Bank N.A.		0.580	%		6/1/28		2,945,000		2,945,000	(a)(b)
Veterans Welfare, SPA-U.S. Bank N.A.		0.580	%		12/1/41		3,900,000		3,900,000	(a)(b)
Total Oregon									19,545,000
Pennsylvania — 4.7%
Allegheny County, PA, Higher Education Building Authority, University Revenue, Carnegie Mellon University, SPA-Bank of New York Mellon		0.600	%		12/1/37		14,100,000		14,100,000	(a)(b)
Allegheny County, PA, IDA Revenue:
Education Center Watson, LOC-PNC Bank N.A.		0.590	%		5/1/31		3,000,000		3,000,000	(a)(b)
Western Pennsylvania School for Blind Children, SPA-PNC Bank N.A.		0.580	%		7/1/31		5,000,000		5,000,000	(a)(b)
Butler County, PA, General Authority Revenue, School District Erie Project, LOC-PNC Bank N.A.		0.590	%		9/1/29		6,620,000		6,620,000	(a)(b)
Emmaus, PA, General Authority Revenue, Local Government Subordinated, LOC-U.S. Bank N.A.		0.650	%		3/1/24		1,500,000		1,500,000	(a)(b)
Luzerne County, PA, IDA, Lease Revenue, GTD, LOC-PNC Bank N.A.		0.590	%		11/1/26		5,365,000		5,365,000	(a)(b)
Montgomery County, PA , GO, SPA-U.S. Bank N.A.		0.560	%		8/15/24		11,225,000		11,225,000	(a)(b)
Montgomery County, PA, IDA Revenue, Friends’ Central School Corp. Project, LOC-Wells Fargo Bank N.A.		0.570	%		3/1/32		910,000		910,000	(a)(b)
Pennsylvania State Housing Finance Agency Revenue, Building Development, SPA-PNC Bank N.A.		0.600	%		1/1/34		4,465,000		4,465,000	(a)(b)
Pennsylvania State Housing Finance Agency, Single-Family Mortgage Revenue, SPA-Sumitomo Mitsui Banking		0.660	%		4/1/26		6,490,000		6,490,000	(a)(b)(c)
Philadelphia, PA, Authority For Industrial Development Revenue, Gift of Life Donor Programme Project, LOC-Commerce Bank N.A.		0.570	%		12/1/34		1,200,000		1,200,000	(a)(b)
Ridley, PA, School District, GO, LOC-TD Bank N.A.		0.610	%		11/1/29		2,320,000		2,320,000	(a)(b)
Total Pennsylvania									62,195,000

See Notes to Financial Statements.

Tax Free Reserves Portfolio 2016 Annual Report 39

Schedule of investments (cont’d)

August 31, 2016

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
Rhode Island — 0.2%
Rhode Island State Health & Educational Building Corp., Revenue, Higher Education Facilities-Brown University, SPA-Northern Trust Co.		0.540	%		9/1/43	$	2,470,000	$	2,470,000	(a)(b)
South Carolina — 0.7%
North Charleston, SC, COP, Public Facilities Convention Project, LOC-Bank of America N.A.		0.570	%		9/1/19		1,715,000		1,715,000	(a)(b)
South Carolina Jobs EDA, IDR, South Carolina Electric & Gas Co., LOC-TD Bank N.A.		0.600	%		12/1/38		6,930,000		6,930,000	(a)(b)(c)
Total South Carolina									8,645,000
South Dakota — 0.2%
South Dakota State Housing Development Authority, MFH Revenue, Country Meadows Apartments Project, LIQ-FHLMC		0.600	%		1/1/44		2,420,000		2,420,000	(a)(b)
Tennessee — 0.4%
Blount County, TN, Public Building Authority Revenue, Local Government Public Improvement, GTD, LOC-Branch Banking & Trust		0.690	%		6/1/39		4,730,000		4,730,000	(a)(b)
Texas — 4.4%
Harris County, TX, Cultural Education Facilities Finance Corp. Revenue:
Methodist Hospital		0.600	%		12/1/24		2,495,000		2,495,000	(a)(b)
Methodist Hospital		0.600	%		12/1/27		4,375,000		4,375,000	(a)(b)
Harris County, TX, Cultural Educational Facilities Finance Corp., TECP		0.550	%		9/13/16		15,000,000		15,000,000
Harris County, TX, Health Facilities Development Corp. Revenue, Methodist Hospital System		0.600	%		12/1/41		10,900,000		10,900,000	(a)(b)
Rockwall, TX, ISD, GO, School Building, PSF-GTD, SPA-Wells Fargo Bank N.A.		0.570	%		8/1/37		12,000,000		12,000,000	(a)(b)
San Antonio, TX, Educational Facilities Corp. Revenue, Higher Education, Trinity University		0.600	%		6/1/33		12,000,000		12,000,000	(a)(b)
University of Texas, TX, Permanent University Fund Revenue		0.550	%		7/1/38		885,000		885,000	(a)(b)
Total Texas									57,655,000
Utah — 0.1%
Utah State Housing Corp. Single Family Mortgage Revenue, SPA-JPMorgan Chase		0.710	%		1/1/34		2,000,000		2,000,000	(a)(b)(c)
Vermont — 1.1%
Vermont Educational & Health Buildings Financing Agency Revenue, Southwestern Vermont Medical Center, LOC-TD Bank N.A.		0.620	%		10/1/38		600,000		600,000	(a)(b)
Vermont Housing Finance Agency, Student Housing Facilities Revenue, West Block University Vermont Project, LOC-Sovereign Bank N.A.		0.610	%		7/1/37		14,100,000		14,100,000	(a)(b)
Total Vermont									14,700,000

See Notes to Financial Statements.

40 Tax Free Reserves Portfolio 2016 Annual Report

Tax Free Reserves Portfolio

Security	Rate			Maturity Date		Face Amount		Value
Virginia — 1.6%
Fauquier County, VA, IDA Revenue, Highland School Project, LOC-Branch Banking & Trust		0.630	%		12/1/33	$	3,075,000	$	3,075,000	(a)(b)
Loudoun County, VA, Sanitation Authority Water & Sewer Revenue, Parity Indebtedness, SPA-Bank of America N.A.		0.570	%		1/1/30		3,995,000		3,995,000	(a)(b)
Lynchburg, VA, IDA Revenue:
Central Health Inc., NATL, LOC-Branch Banking & Trust Series F		0.630	%		1/1/35		7,065,000		7,065,000	(a)(b)
Central Health Inc., NATL, LOC-Branch Banking & Trust Series B		0.630	%		1/1/35		6,550,000		6,550,000	(a)(b)
Total Virginia									20,685,000
Washington — 1.5%
King County, WA, GO, SPA-State Street Bank & Trust Co.		0.650	%		1/1/40		5,000,000		5,000,000	(a)(b)
Olympia, WA, Economic Development Corp. Revenue, Spring Air Northwest Project, LOC-U.S. Bank N.A.		0.650	%		11/1/23		865,000		865,000	(a)(b)(c)
Washington State Economic Development Finance Authority Revenue:
B&H Dental Laboratory Project, LOC-U.S. Bank N.A.		0.690	%		10/1/22		1,050,000		1,050,000	(a)(b)(c)
Lyn-Tron Project, LOC-U.S. Bank N.A.		0.690	%		10/1/22		1,605,000		1,605,000	(a)(b)(c)
Washington State HFC, Non-Profit Housing Revenue:
Overlake School Project, LOC-Wells Fargo Bank N.A.		0.570	%		10/1/29		1,230,000		1,230,000	(a)(b)
Overlake School Project, LOC-Wells Fargo Bank N.A.		0.570	%		10/1/29		400,000		400,000	(a)(b)
Panorama City Project, LOC-Wells Fargo Bank N.A.		0.670	%		1/1/27		5,500,000		5,500,000	(a)(b)
Washington State Higher EFA Revenue, Seattle University Project, LOC-U.S. Bank N.A.		0.610	%		5/1/28		4,255,000		4,255,000	(a)(b)
Total Washington									19,905,000
West Virginia — 1.7%
West Virginia State, EDA, Solid Waste Disposal Facilities Revenue, Appalachian Power Co., LOC-Sumitomo Mitsui Banking		0.570	%		12/1/42		22,800,000		22,800,000	(a)(b)
Wyoming — 0.1%
Sweetwater Country, WY, PCR, Pacific Corp., LOC-Bank of Nova Scotia		0.640	%		12/1/20		1,200,000		1,200,000	(a)(b)
Uinta County, WY, PCR, Chevron USA Inc. Project		0.600	%		8/15/20		100,000		100,000	(a)(b)
Total Wyoming									1,300,000
Total Investments — 98.9% (Cost — $1,300,345,631#)									1,300,345,631
Other Assets in Excess of Liabilities — 1.1%									14,190,935
Total Net Assets — 100.0%								$	1,314,536,566

^(a)  Variable rate demand obligations have a demand feature under which the Fund can tender them back to the issuer or liquidity provider on no more than 7 days notice.

^(b)  Maturity date shown is the final maturity date. The security may be sold back to the issuer before final maturity.

See Notes to Financial Statements.

Tax Free Reserves Portfolio 2016 Annual Report 41

Schedule of investments (cont’d)

August 31, 2016

Tax Free Reserves Portfolio

^(c)  Income from this issue is considered a preference item for purposes of calculating the alternative minimum tax (“AMT”).

# Aggregate cost for federal income tax purposes is substantially the same.

Abbreviations used in this schedule:
ABAG	— Association of Bay Area Governments
AMBAC	— American Municipal Bond Assurance Corporation — Insured Bonds
BAN	— Bond Anticipation Notes
CDA	— Communities Development Authority
CIL	— Corporation for Independent Living
COP	— Certificates of Participation
CSD	— Central School District
DFA	— Development Finance Agency
EDA	— Economic Development Authority
EDR	— Economic Development Revenue
EFA	— Educational Facilities Authority
FHA	— Federal Housing Administration
FHLB	— Federal Home Loan Bank
FHLMC	— Federal Home Loan Mortgage Corporation
FNMA	— Federal National Mortgage Association
GNMA	— Government National Mortgage Association
GO	— General Obligation
GTD	— Guaranteed
HEFA	— Health & Educational Facilities Authority
HFA	— Housing Finance Authority
HFC	— Housing Finance Commission
IDA	— Industrial Development Authority
IDR	— Industrial Development Revenue
IFA	— Industrial Finance Agency
ISD	— Independent School District
ISO	— Independent System Operator
LIQ	— Liquidity Facility
LOC	— Letter of Credit
MFH	— Multi-Family Housing
MTA	— Metropolitan Transportation Authority
MUD	— Municipal Utility District
NATL	— National Public Finance Guarantee Corporation — Insured Bonds
PCFA	— Pollution Control Financing Authority
PCR	— Pollution Control Revenue
PSF	— Permanent School Fund
RAN	— Revenue Anticipation Notes
SPA	— Standby Bond Purchase Agreement — Insured Bonds
TAN	— Tax Anticipation Notes
TECP	— Tax Exempt Commercial Paper
TFA	— Transitional Finance Authority
TRAN	— Tax and Revenue Anticipation Note
USD	— Unified School District

See Notes to Financial Statements.

42 Tax Free Reserves Portfolio 2016 Annual Report

Tax Free Reserves Portfolio

Ratings Table* (unaudited)
Standard & Poor’s/Moody’s/Fitch**
A-1	68.3	%
VMIG 1	18.1
SP-1	4.8
MIG 1	1.5
P-1	1.4
F-1	1.3
AAA/Aaa	0.1
NR***	4.5
	100.0	%

* As a percentage of total investments.

** Standard & Poor’s primary rating; Moody’s secondary; then Fitch. The ratings shown are based on each portfolio security’s rating as determined by Standard & Poor’s, Moody’s or Fitch, each a Nationally Recognized Statistical Rating Organization (“NRSRO”). These ratings are the opinions of the NRSRO and are not measures of quality or guarantees of performance. Securities may be rated by other NRSROs, and these ratings may be higher or lower.

*** The credit quality of unrated investments is evaluated based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors and individual investments.

See Notes to Financial Statements.

Tax Free Reserves Portfolio 2016 Annual Report 43

Statement of assets and liabilities

August 31, 2016

Assets:
Investments, at value	$	1,300,345,631
Cash		145,444
Receivable for securities sold		12,102,784
Interest receivable		2,096,338
Total Assets		1,314,690,197
Liabilities:
Trustees’ fees payable		2,250
Accrued expenses		151,381
Total Liabilities		153,631
Total Net Assets	$	1,314,536,566
Represented by:
Paid-in capital	$	1,314,536,566

See Notes to Financial Statements.

44 Tax Free Reserves Portfolio 2016 Annual Report

Statement of operations

For the Year Ended August 31, 2016

Investment Income:
Interest	$	2,994,636
Expenses:
Investment management fee (Note 2)		2,012,341
Fund accounting fees		112,245
Legal fees		70,956
Custody fees		65,939
Audit and tax fees		45,230
Trustees’ fees		25,109
Miscellaneous expenses		56,106
Total Expenses		2,387,926
Less: Fee waivers and/or expense reimbursements (Note 2)		(2,014,834)
Net Expenses		373,092
Net Investment Income		2,621,544
Net Realized Loss on Investments		(7,910)
Increase in Net Assets from Operations	$	2,613,634

See Notes to Financial Statements.

Tax Free Reserves Portfolio 2016 Annual Report 45

Statements of changes in net assets

For the Years Ended August 31,	2016		2015
Operations:
Net investment income	$	2,621,544	$	408,060
Net realized gain (loss)		(7,910)		4
Increase in Net Assets From Operations		2,613,634		408,064
Capital Transactions:
Proceeds from contributions		1,754,567,514		1,473,822,622
Value of withdrawals		(1,703,685,041)		(1,428,059,265)
In-kind capital contribution (Note 3)		—		541,229,678
Increase in Net Assets From Capital Transaction		50,882,473		586,993,035
Increase in Net Assets		53,496,107		587,401,099
Net Assets:
Beginning of year		1,261,040,459		673,639,360
End of year	$	1,314,536,566	$	1,261,040,459

See Notes to Financial Statements.

46 Tax Free Reserves Portfolio 2016 Annual Report

Financial highlights

For a share of beneficial interest outstanding throughout each year ended August 31:
	2016			2015			2014			2013			2012
Net assets, end of year (millions)		$1,315			$1,261			$674			$1,068			$1,561
Total return1		0.19	%		0.05	%		0.03	%		0.05	%		0.11	%
Ratios to average net assets:
Gross expenses		0.18	%		0.18	%		0.19	%		0.17	%		0.17	%
Net expenses2,3		0.03			0.03			0.09			0.13			0.15
Net investment income		0.20			0.05			0.02			0.05			0.12

¹  Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

²  The investment manager has voluntarily agreed to waive and/or reimburse 0.15% of Portfolio expenses. This arrangement may be reduced or terminated under certain circumstances. Additional amounts may be voluntarily waived and/or reimbursed from time to time. Prior to August 18, 2014, as a result of a voluntary expense limitation arrangement, the ratio of expenses, other than interest, brokerage, taxed, extraordinary expenses and acquired fund fees and expenses, to average net assets of the Portfolio did not exceed 0.15%.

³  Reflects fee waivers and/or expense reimbursements.

See Notes to Financial Statements.

Tax Free Reserves Portfolio 2016 Annual Report 47

Notes to financial statements

1. Organization and significant accounting policies

Tax Free Reserves Portfolio (the “Portfolio”) is a separate non-diversified investment series of Master Portfolio Trust (the “Trust”). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Declaration of Trust permits the Trustees to issue beneficial interests in the Portfolio. At August 31, 2016, all investors in the Portfolio were funds advised or administered by the manager of the Portfolio and/or its affiliates.

The following are significant accounting policies consistently followed by the Portfolio and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. In accordance with Rule 2a-7 under the 1940 Act, money market instruments are valued at amortized cost, which approximates market value. This method involves valuing portfolio securities at their cost and thereafter assuming a constant amortization to maturity of any discount or premium. The Portfolio’s use of amortized cost is subject to its compliance with certain conditions as specified by Rule 2a-7 under the 1940 Act.

The Board of Trustees is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North Atlantic Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Trustees, is responsible for making fair value determinations, evaluating the effectiveness of the Portfolio’s pricing policies, and reporting to the Board of Trustees.

The Portfolio uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical investments

• Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

48 Tax Free Reserves Portfolio 2016 Annual Report

The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used in valuing the Portfolio’s assets carried at fair value:

ASSETS
Description	Quoted Prices (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Short-Term Investments†		—	$	1,300,345,631		—	$	1,300,345,631

† See Schedule of Investments for additional detailed categorizations.

(b) Interest income and expenses. Interest income consists of interest accrued and discount earned (including both original issue and market discount adjusted for amortization of premium) on the investments of the Portfolio. Expenses of the Portfolio are accrued daily. The Portfolio bears all costs of its operations other than expenses specifically assumed by the manager.

(c) Method of allocation. Net investment income of the Portfolio is allocated pro rata, based on respective ownership interests, among the Fund and other investors in the Portfolio (the “Holders”) at the time of such determination. Gross realized gains and/or losses of the Portfolio are allocated to the Holders in a manner such that, the net asset values per share of each Holder, after each such allocation is closer to the total of all Holders’ net asset values divided by the aggregate number of shares outstanding for all Holders.

(d) Credit and market risk. The Portfolio may invest in instruments specifically structured so that they are eligible for purchase by money market funds, including securities that have demand, tender or put features, or interest rate reset features. Structured instruments may take the form of participation interests or receipts in underlying securities or other assets and in some cases are backed by a financial institution serving as a liquidity provider. Demand features are often issued by third party financial institutions, generally domestic and foreign banks, and by brokerage firms or insurance companies. Frequently, floating rate and variable rate obligations are secured by letters of credit or other credit support arrangements provided by banks. Accordingly, the credit quality and liquidity of the Portfolio’s investments may be dependent in part on the credit quality of the institutions supporting the Portfolio’s investments and changes in the credit quality of these institutions could cause losses to the Portfolio and affect its share price. Some of these instruments may have an interest rate swap feature which substitutes a floating or variable interest rate for the fixed interest rate on an underlying security, and some may be asset-backed or mortgage-backed securities. Structured instruments are a type of derivative instrument and the payment and credit qualities of these instruments derive from the assets embedded in the structure.

(e) Compensating balance arrangements. The Portfolio has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Portfolio’s cash on deposit with the bank.

Tax Free Reserves Portfolio 2016 Annual Report 49

Notes to financial statements (cont’d)

(f) Income taxes. The Portfolio is classified as a partnership for federal income tax purposes. As such, each investor in the Portfolio is treated as owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Portfolio. Therefore, no federal income tax provision is required. It is intended that the Portfolio’s assets will be managed so an investor in the Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code.

Management has analyzed the Portfolio’s tax positions taken on income tax returns for all open tax years and has concluded that as of August 31, 2016, no provision for income tax is required in the Portfolio’s financial statements. The Portfolio’s federal and state income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

(g) Other. Purchases, maturities and sales of money market instruments are accounted for on the date of the transaction. Realized gains and losses are calculated on the identified cost basis.

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Portfolio’s investment manager and Western Asset Management Company (“Western Asset”) is the Portfolio’s subadviser. LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

Under the investment management agreement, the Portfolio pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.15% of the Portfolio’s average daily net assets.

LMPFA provides administrative and certain oversight services to the Portfolio. LMPFA delegates to the subadviser the day-to-day portfolio management of the Portfolio. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Portfolio.

LMPFA has voluntarily agreed to waive and/or reimburse 0.15% of Portfolio expenses. This arrangement may be reduced or terminated under certain circumstances. Additional amounts may be voluntarily waived and/or reimbursed from time to time.

During the year ended August 31, 2016, fees waived and/or expenses reimbursed amounted to $2,014,834.

LMPFA is permitted to recapture amounts waived and/or reimbursed to the Portfolio during the same fiscal year under certain circumstances.

All officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.

The Portfolio is permitted to purchase or sell securities from or to certain other affiliated funds or portfolios under specified conditions outlined in procedures adopted by the Board of Trustees. The procedures have been designed to provide assurance that any purchase or

50 Tax Free Reserves Portfolio 2016 Annual Report

sale of securities by the Fund from or to another fund or portfolio that is, or could be considered, an affiliate by virtue of having a common investment manager or subadviser (or affiliated investment manager or subadviser), common Trustees and/or common officers complies with Rule 17a-7 under the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. For the year ended August 31, 2016, such purchase and sale transactions were $1,511,840,032 and $1,197,156,697, respectively.

3. Investments

On July 24, 2015, Western Asset Institutional AMT Free Municipal Money Market Fund transferred all of its investable assets, with a value of $540,906,314 to the Portfolio in exchange for an interest in the Portfolio. In addition, Western Asset Institutional AMT Free Municipal Money Market Fund transferred cash of $18,698 and interest receivables of $304,666. The transaction was structured to qualify as a tax free exchange of assets into a partnership.

4. Derivative instruments and hedging activities

During the year ended August 31, 2016, the Portfolio did not invest in derivative instruments.

5. Money market fund reform

The U.S. Securities and Exchange Commission has adopted certain reforms to the rules that govern money market funds (the “Reforms”). Under the Reforms, the Portfolio will be allowed to continue to use the special pricing and valuation conventions that allow its feeder funds to facilitate a constant share price of $1.00 if it meets the requirements of a retail money market fund. To meet these requirements, only accounts beneficially owned by natural persons (retail investors) may be invested in the Holders of interests of the Portfolio. The Portfolio may consider itself a retail money market fund if all of its feeder funds are qualified retail money market funds and have policies and procedures in place to ensure that all shares of each feeder fund are beneficially owned by natural persons. In addition, no later than October 14, 2016, the Portfolio may impose fees upon the withdrawal of interests or temporarily suspend the withdrawal of interests if the Portfolio’s liquidity falls below required minimums because of market conditions or other factors. The Reforms require that feeder funds pass through to their investors such fees or gate imposed by a master fund in which a fund invests.

Tax Free Reserves Portfolio 2016 Annual Report 51

Report of independent registered public accounting firm

The Board of Trustees and Investors

Master Portfolio Trust:

We have audited the accompanying statement of assets and liabilities of Tax Free Reserves Portfolio (the “Portfolio”), a series of Master Portfolio Trust, including the schedule of investments, as of August 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2016, by correspondence with the custodian and broker or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Tax Free Reserves Portfolio as of August 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

October 20, 2016

52 Tax Free Reserves Portfolio 2016 Annual Report

Additional information (unaudited)

Information about Trustees and Officers

The business and affairs of Tax Free Reserves Portfolio (the “Portfolio”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o Jane Trust, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Trustees and officers of the Portfolio is set forth below.

The Portfolio’s registration statement includes additional information about Trustees and is available, without charge, upon request by calling 1-877-721-1926 or 1-203-703-6002.

Independent Trustees†:
Elliott J. Berv
Year of birth	1943
Position(s) with Trust	Trustee and Chairman
Term of office1 and length of time served2	Since 1989 (Chairman of the Board since 2016)
Principal occupation(s) during past five years	President and Chief Executive Officer, Catalyst (consulting) (since 1984); formerly, Chief Executive Officer, Rocket City Enterprises (media) (2000 to 2005)
Number of funds in fund complex overseen by Trustee	52
Other board memberships held by Trustee during past five years	None
Jane F. Dasher
Year of birth	1949
Position(s) with Trust	Trustee
Term of office1 and length of time served2	Since 1999
Principal occupation(s) during past five years	Chief Financial Officer, Long Light Capital, LLC, formerly known as Korsant Partners, LLC (a family investment company) (since 1997)
Number of funds in fund complex overseen by Trustee	52
Other board memberships held by Trustee during past five years	None
Mark T. Finn
Year of birth	1943
Position(s) with Trust	Trustee
Term of office1 and length of time served2	Since 1989
Principal occupation(s) during past five years	Adjunct Professor, College of William & Mary (since 2002); Chairman, Chief Executive Officer and Owner, Vantage Consulting Group, Inc. (investment management) (since 1988); Principal/Member, Balvan Partners (investment management) (2002 to 2009)
Number of funds in fund complex overseen by Trustee	52
Other board memberships held by Trustee during past five years	None

22 Tax Free Reserves Portfolio

Independent Trustees cont’d
Stephen R. Gross
Year of birth	1947
Position(s) with Trust	Trustee
Term of office1 and length of time served2	Since 1986
Principal occupation(s) during past five years	Chairman Emeritus (since 2011) and formerly, Chairman, HLB Gross Collins, P.C. (accounting and consulting firm) (1974 to 2011); Executive Director of Business Builders Team, LLC (since 2005); Principal, Gross Consulting Group, LLC (since 2011); CEO, Gross Capital Partners, LLC (since 2011); CEO, Trusted CFO Solutions, LLC (since 2011)
Number of funds in fund complex overseen by Trustee	52
Other board memberships held by Trustee during past five years	None
Richard E. Hanson, Jr.
Year of birth	1941
Position(s) with Trust	Trustee
Term of office1 and length of time served2	Since 1985
Principal occupation(s) during past five years	Retired; formerly, Headmaster, The New Atlanta Jewish Community High School, Atlanta, Georgia (1996 to 2000)
Number of funds in fund complex overseen by Trustee	52
Other board memberships held by Trustee during past five years	None
Diana R. Harrington
Year of birth	1940
Position(s) with Trust	Trustee
Term of office1 and length of time served2	Since 1992
Principal occupation(s) during past five years	Babson Distinguished Professor of Finance, Babson College (since 1992)
Number of funds in fund complex overseen by Trustee	52
Other board memberships held by Trustee during past five years	None
Susan M. Heilbron
Year of birth	1945
Position(s) with Trust	Trustee
Term of office1 and length of time served2	Since 1994
Principal occupation(s) during past five years	Retired; formerly, President, Lacey & Heilbron (communications consulting) (1990 to 2002); formerly, General Counsel and Executive Vice President, The Trump Organization (1986 to 1990); formerly, Senior Vice President, New York State Urban Development Corporation (1984 to 1986); formerly, Associate, Cravath, Swaine & Moore (1980 to 1984) and (1977 to 1979)
Number of funds in fund complex overseen by Trustee	52
Other board memberships held by Trustee during past five years	Formerly, Director, Lincoln Savings Bank, FSB (1991 to 1994); formerly, Director, Trump Shuttle, Inc. (air transportation) (1989 to 1990); formerly, Director, Alexander’s Inc. (department store) (1987 to 1990)

Tax Free Reserves Portfolio 23

Additional information (unaudited) (cont’d)

Information about Trustees and Officers

Independent Trustees cont’d
Susan B. Kerley
Year of birth	1951
Position(s) with Trust	Trustee
Term of office1 and length of time served2	Since 1992
Principal occupation(s) during past five years	Investment Consulting Partner, Strategic Management Advisors, LLC (investment consulting) (since 1990)
Number of funds in fund complex overseen by Trustee	52
Other board memberships held by Trustee during past five years	Director and Trustee (since 1990) and formerly, Chairman (2005 to 2012) of various series of MainStay Family of Funds (66 funds); Investment Company Institute (ICI) Board of Governors (2006 to 2014); ICI Executive Committee (2011 to 2014); Chairman of the Independent Directors Council (2012 to 2014)
Alan G. Merten
Year of birth	1941
Position(s) with Trust	Trustee
Term of office1 and length of time served2	Since 1990
Principal occupation(s) during past five years	President Emeritus (since 2012) and formerly, President, George Mason University (1996 to 2012)
Number of funds in fund complex overseen by Trustee	52
Other board memberships held by Trustee during past five years	Director Emeritus (since 2012) and formerly, Director, Cardinal Financial Corporation (2006 to 2012); Trustee, First Potomac Realty Trust (since 2005); Director, DeVry Inc. (educational services) (since 2012); formerly, Director, Xybernaut Corporation (information technology) (2004 to 2006); formerly, Director, Digital Net Holdings, Inc. (2003 to 2004); formerly, Director, Comshare, Inc. (information technology) (1985 to 2003)
R. Richardson Pettit
Year of birth	1942
Position(s) with Trust	Trustee
Term of office1 and length of time served2	Since 1990
Principal occupation(s) during past five years	Retired; Duncan Professor of Finance Emeritus, University of Houston (1977 to 2006); previous academic or management positions include: University of Washington, University of Pennsylvania and Purdue University
Number of funds in fund complex overseen by Trustee	52
Other board memberships held by Trustee during past five years	None

24 Tax Free Reserves Portfolio

Interested Trustee and Officer:
Jane Trust, CFA
Year of birth	1962
Position(s) with Trust	Trustee, President, and Chief Executive Officer
Term of office1 and length of time served2	Since 2015
Principal occupation(s) during past five years	Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2016); Officer and/or Trustee/Director of 159 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Vice President of LMPFA (2015); formerly, Director of ClearBridge, LLC (formerly, Legg Mason Capital Management, LLC) (2007 to 2014); formerly, Managing Director of Legg Mason Investment Counsel & Trust Co. (2000 to 2007)
Number of funds in fund complex overseen by Trustee	152
Other board memberships held by Trustee during past five years	None
Additional Officers:
Ted P. Becker Legg Mason 620 Eighth Avenue, 49th Floor, New York, NY 10018
Year of birth	1951
Position(s) with Trust	Chief Compliance Officer
Term of office1 and length of time served2	Since 2007
Principal occupation(s) during past five years	Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance of Legg Mason & Co. (since 2005); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006)
Susan Kerr Legg Mason 620 Eighth Avenue, 49th Floor, New York, NY 10018
Year of birth	1949
Position(s) with Trust	Chief Anti-Money Laundering Compliance Officer
Term of office1 and length of time served2	Since 2013
Principal occupation(s) during past five years	Assistant Vice President of Legg Mason & Co. and Legg Mason Investor Services, LLC (“LMIS”) (since 2010); Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer of LMIS (since 2012); Senior Compliance Officer of LMIS (since 2011); formerly, AML Consultant, DTCC (2010); formerly, AML Consultant, Rabobank Netherlands, (2009); formerly, First Vice President, Director of Marketing & Advertising Compliance and Manager of Communications Review Group at Citigroup Inc. (1996 to 2008)

Tax Free Reserves Portfolio 25

Additional information (unaudited) (cont’d)

Information about Trustees and Officers

Additional Officers cont’d
Jenna Bailey Legg Mason 100 First Stamford Place, 6th Floor, Stamford, CT 06902
Year of birth	1978
Position(s) with Trust	Identity Theft Prevention Officer
Term of office1 and length of time served2	Since 2015
Principal occupation(s) during past five years	Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2015); Compliance Officer of Legg Mason & Co. (since 2013); Assistant Vice President of Legg Mason & Co. (since 2011); formerly, Associate Compliance Officer of Legg Mason & Co. (2011 to 2013); formerly, Risk Manager of U.S. Distribution of Legg Mason & Co. (2007 to 2011)
Robert I. Frenkel Legg Mason 100 First Stamford Place, 6th Floor, Stamford, CT 06902
Year of birth	1954
Position(s) with Trust	Secretary and Chief Legal Officer
Term of office1 and length of time served2	Since 2007
Principal occupation(s) during past five years	Vice President and Deputy General Counsel of Legg Mason (since 2006); Managing Director and General Counsel — U.S. Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)
Thomas C. Mandia Legg Mason 100 First Stamford Place, 6th Floor, Stamford, CT 06902
Year of birth	1962
Position(s) with Trust	Assistant Secretary
Term of office1 and length of time served2	Since 2007
Principal occupation(s) during past five years	Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers)

26 Tax Free Reserves Portfolio

Additional Officers cont’d
Richard F. Sennett Legg Mason 100 International Drive, 7th Floor, Baltimore, MD 21202
Year of birth	1970
Position(s) with Trust	Principal Financial Officer
Term of office1 and length of time served2	Since 2011
Principal occupation(s) during past five years	Principal Financial Officer and Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011 and since 2013); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007)
Steven Frank Legg Mason 620 Eighth Avenue, 49th Floor, New York, NY 10018
Year of birth	1967
Position(s) with Trust	Treasurer
Term of office1 and length of time served2	Since 2014
Principal occupation(s) during past five years	Director of Legg Mason & Co. (since 2015); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2010); formerly, Vice President of Legg Mason & Co. and Legg Mason & Co. predecessors (2002 to 2015); formerly, Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010)
Jeanne M. Kelly Legg Mason 620 Eighth Avenue, 49th Floor, New York, NY 10018
Year of birth	1951
Position(s) with Trust	Senior Vice President
Term of office1 and length of time served2	Since 2007
Principal occupation(s) during past five years	Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); formerly, Senior Vice President of LMFAM (2013 to 2015)

† Trustees who are not “interested persons” of the Portfolio within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).

¹  Each Trustee and officer serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal.

²  Indicates the earliest year in which the Trustee became a board member for a fund in the Legg Mason fund complex or the officer took such office.

Tax Free Reserves Portfolio 27

ITEM 2.	CODE OF ETHICS.
	The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.
ITEM 3.	AUDIT COMMITTEE FINANCIAL EXPERT.
	The Board of Trustees of the registrant has determined that Stephen R. Gross and Jane F. Dasher possess the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as “audit committee financial experts,” and have designated Mr. Gross and Ms. Dasher as the Audit Committee’s financial experts. Mr. Gross and Ms. Dasher are “independent” Trustees pursuant to paragraph (a) (2) of Item 3 to Form N-CSR.
ITEM 4.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.
	a) Audit Fees. The aggregate fees billed in the last two fiscal years ending August 31, 2015 and August 31, 2016 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $191,300 in 2015 and $210,600 in 2016.
	b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in 2015 and $0 in 2016.
	c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $21,690 in 2015 and $23,880 in 2016. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
	There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.
	d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Master Portfolio Trust.
	All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Master Portfolio Trust requiring pre-approval by the Audit Committee in the Reporting Period.
	(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
	(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement

	relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
	The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
	Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
	(2) For the Master Portfolio Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for 2015 and 2016; Tax Fees were 100% and 100% for 2015 and 2016; and Other Fees were 100% and 100% for 2015 and 2016.
	(f) N/A
	(g) Non-audit fees billed by the Auditor for services rendered to Master Portfolio Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Master Portfolio Trust during the reporting period were $0 in 2016.
	(h) Yes. Master Portfolio Trust’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Master Portfolio Trust or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
ITEM 5.	AUDIT COMMITTEE OF LISTED REGISTRANTS.
	a)      The independent board members are acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act. The Audit Committee consists of the following Board members:
	Elliott J. Berv
	Jane F. Dasher

	Mark T. Finn
	Stephen R. Gross
	Richard E. Hanson, Jr.
	Diana R. Harrington
	Susan M. Heilbron
	Susan B. Kerley
	Alan G. Merten
	R. Richardson Pettit
	b)      Not applicable.
ITEM 6.	SCHEDULE OF INVESTMENTS.
	Included herein under Item 1.
ITEM 7.	DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
	Not applicable.
ITEM 8.	PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
	Not applicable.
ITEM 9.	PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
	Not applicable.
ITEM 10.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
	Not applicable.
ITEM 11.	CONTROLS AND PROCEDURES.
	(a)    The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.
	(b)    There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.
ITEM 12.	EXHIBITS.
	(a) (1) Code of Ethics attached hereto.
	Exhibit 99.CODE ETH
	(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
	Exhibit 99.CERT
	(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
	Exhibit 99.906CERT

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Master Portfolio Trust

By:	/s/ Jane Trust
	Jane Trust
	Chief Executive Officer
Date:	October 24, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Jane Trust
	Jane Trust
	Chief Executive Officer
Date:	October 24, 2016
By:	/s/ Richard F. Sennett
	Richard F. Sennett
	Principal Financial Officer
Date:	October 24, 2016