2025-02-25LMM1200_WesternAssetInstitutionalLiquidReserves_InstitutionalShares_TSRSemiAnnual
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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 811-06740

 

Legg Mason Partners Institutional Trust

(Exact name of registrant as specified in charter)

 

620 Eighth Avenue, 47th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

 

Marc A. De Oliveira

Franklin Templeton

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: 877-6LM-FUND/656-3863

 

Date of fiscal year end: August 31

 

Date of reporting period: February 28, 2025

 

 

 

 

ITEM 1. REPORT TO STOCKHOLDERS.

 

  (a) The Report to Shareholders is filed herewith
Western Asset Institutional Liquid Reserves
image
Institutional Shares [CILXX]
Semi-Annual Shareholder Report | February 28, 2025
image
This semi-annual shareholder report contains important information about Western Asset Institutional Liquid Reserves for the period September 1, 2024, to February 28, 2025.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 1-800-625-4554, or 1-203-703-6002.
This report describes changes to the Fund that occurred during the reporting period.
WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS? (based on a hypothetical $10,000 investment)
Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment*,†
Institutional Shares1
$9
0.18%
* Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher. Additional amounts may be voluntarily waived and/or reimbursed from time to time.
† Annualized.
1 The expense table reflects the expenses of both the feeder Fund and the master Fund.
KEY FUND STATISTICS (as of February 28, 2025)
Total Net Assets
$698,350,393
Total Number of Portfolio Holdings*
59
* Reflects holdings of Liquid Reserves Portfolio.
WHAT DID THE FUND INVEST IN? (as of February 28, 2025)
Portfolio Composition* (% of Total Investments)
image
* Reflects holdings of Liquid Reserves Portfolio.
Western Asset Institutional Liquid Reserves  PAGE 1  WIL0L-STSR-0425
 
HOW HAS THE FUND CHANGED?
Effective October 2, 2023, pursuant to amendments to Rule 2a-7 under the Investment Company Act of 1940, as amended (“Rule 2a-7”), the Fund may no longer impose a redemption gate and the application of liquidity fees, if any, is no longer tied to the Fund’s weekly liquid assets.
Effective October 2, 2024, pursuant to Rule 2a-7, if Liquid Reserves Portfolio has total daily net redemptions that exceed 5% of the Portfolio’s net assets, or such smaller amount of net redemptions as the Board of Trustees of the Portfolio determines, based on flow information available within a reasonable period after the last computation of the Portfolio’s net asset value on that day, Liquid Reserves Portfolio may be required to apply a liquidity fee to all shares that are redeemed at a price computed on that day.
In the event that Liquid Reserves Portfolio applies a liquidity fee to redemptions on a particular day, the Fund would be required, on that day, to pass the fee through to its redeeming investors on the same terms and conditions as imposed by Liquid Reserves Portfolio.
This is a summary of certain changes to the Fund since September 1, 2023. For more complete information, you may review the Fund’s current prospectus and any applicable supplements and the Fund’s next prospectus, which we expect to be available by January 1, 2025, at https://www.franklintempleton.com/regulatory-fund-documents or upon request at 1-800-625-4554, or 1-203-703-6002 or Prospectus-request@Franklintempleton.com.
image
WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
• prospectus • proxy voting information • financial information • holdings • tax information
Western Asset Institutional Liquid Reserves  PAGE 2  WIL0L-STSR-0425
44.428.514.810.02.3
 
Western Asset Institutional Liquid Reserves
image
Investor Shares [LLRXX]
Semi-Annual Shareholder Report | February 28, 2025
image
This semi-annual shareholder report contains important information about Western Asset Institutional Liquid Reserves for the period September 1, 2024, to February 28, 2025.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 1-800-625-4554, or 1-203-703-6002.
This report describes changes to the Fund that occurred during the reporting period.
WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS? (based on a hypothetical $10,000 investment)
Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment*,†
Investor Shares1
$12
0.23%
* Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher. Additional amounts may be voluntarily waived and/or reimbursed from time to time.
† Annualized.
1 The expense table reflects the expenses of both the feeder Fund and the master Fund.
KEY FUND STATISTICS (as of February 28, 2025)
Total Net Assets
$698,350,393
Total Number of Portfolio Holdings*
59
* Reflects holdings of Liquid Reserves Portfolio.
WHAT DID THE FUND INVEST IN? (as of February 28, 2025)
Portfolio Composition* (% of Total Investments)
image
* Reflects holdings of Liquid Reserves Portfolio.
Western Asset Institutional Liquid Reserves  PAGE 1  WIL0I-STSR-0425
 
HOW HAS THE FUND CHANGED?
Effective October 2, 2023, pursuant to amendments to Rule 2a-7 under the Investment Company Act of 1940, as amended (“Rule 2a-7”), the Fund may no longer impose a redemption gate and the application of liquidity fees, if any, is no longer tied to the Fund’s weekly liquid assets.
Effective October 2, 2024, pursuant to Rule 2a-7, if Liquid Reserves Portfolio has total daily net redemptions that exceed 5% of the Portfolio’s net assets, or such smaller amount of net redemptions as the Board of Trustees of the Portfolio determines, based on flow information available within a reasonable period after the last computation of the Portfolio’s net asset value on that day, Liquid Reserves Portfolio may be required to apply a liquidity fee to all shares that are redeemed at a price computed on that day.
In the event that Liquid Reserves Portfolio applies a liquidity fee to redemptions on a particular day, the Fund would be required, on that day, to pass the fee through to its redeeming investors on the same terms and conditions as imposed by Liquid Reserves Portfolio.
This is a summary of certain changes to the Fund since September 1, 2023. For more complete information, you may review the Fund’s current prospectus and any applicable supplements and the Fund’s next prospectus, which we expect to be available by January 1, 2025, at https://www.franklintempleton.com/regulatory-fund-documents or upon request at 1-800-625-4554, or 1-203-703-6002 or Prospectus-request@Franklintempleton.com.
image
WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
• prospectus • proxy voting information • financial information • holdings • tax information
Western Asset Institutional Liquid Reserves  PAGE 2  WIL0I-STSR-0425
44.428.514.810.02.3
 
  (b) Not applicable

 

ITEM 2. CODE OF ETHICS.

 

Not applicable.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

Not applicable.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Not applicable.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

 

(a) Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR.

 

(b) Not applicable.

 

 

ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

 

 
Western Asset
Institutional Liquid Reserves
Financial Statements and Other Important Information
Semi-Annual  | February 28, 2025
 
 
Table of Contents
 
 
1
2
3
4
6
11
11
11
 
12
16
17
18
19
franklintempleton.com
Financial Statements and Other Important Information — Semi-Annual
20
26
26
26
franklintempleton.com
Financial Statements and Other Important Information — Semi-Annual
Statement of Assets and Liabilities (unaudited)
February 28, 2025
 
Assets:
Investment in Liquid Reserves Portfolio, at value
$698,672,674
Prepaid expenses
33,291
Total Assets
698,705,965
Liabilities:
Payable for Fund shares repurchased
176,149
Investment management fee payable
64,447
Transfer agent fees payable
37,888
Audit and tax fees payable
33,783
Trustees’ fees payable
10,432
Distributions payable
368
Service and/or distribution fees payable
24
Accrued expenses
32,481
Total Liabilities
355,572
Total Net Assets
$698,350,393
Net Assets:
Par value (Note 5)
$6,984
Paid-in capital in excess of par value
704,391,915
Total distributable earnings (loss)
(6,048,506
)
Total Net Assets
$698,350,393
Net Assets:
Institutional Shares
$697,725,522
Investor Shares
$624,871
Shares Outstanding:
Institutional Shares
697,785,329
Investor Shares
624,984
Net Asset Value:
Institutional Shares
$0.9999
Investor Shares
$0.9998
See Notes to Financial Statements.
1
Western Asset Institutional Liquid Reserves 2025 Semi-Annual Report
Statement of Operations (unaudited)
For the Six Months Ended February 28, 2025
 
Investment Income:
Income from Liquid Reserves Portfolio
$22,012,612
Allocated expenses from Liquid Reserves Portfolio
(514,863
)
Allocated waiver and/or expense reimbursements from Liquid Reserves Portfolio
457,358
Total Investment Income
21,955,107
Expenses:
Investment management fee (Note 2)
912,866
Transfer agent fees (Note 3)
64,452
Registration fees
32,078
Legal fees
27,908
Trustees’ fees
15,768
Audit and tax fees
12,852
Shareholder reports
5,493
Insurance
5,212
Fund accounting fees
4,886
Service and/or distribution fees (Notes 2 and 3)
306
Miscellaneous expenses 
5,245
Total Expenses
1,087,066
Less: Fee waivers and/or expense reimbursements (Notes 2 and 3)
(322,901
)
Net Expenses
764,165
Net Investment Income
21,190,942
Realized and Unrealized Gain (Loss) on Investments:
Net Realized Gain on Investments From Liquid Reserves Portfolio
152,466
Change in Net Unrealized Appreciation (Depreciation) From Investments in
Liquid Reserves Portfolio
(198,796
)
Net Loss on Investments
(46,330
)
Increase in Net Assets From Operations
$21,144,612
See Notes to Financial Statements.
Western Asset Institutional Liquid Reserves 2025 Semi-Annual Report
2
Statements of Changes in Net Assets
 
For the Six Months Ended February 28, 2025 (unaudited)
and the Year Ended August 31, 2024
2025
2024
Operations:
Net investment income
$21,190,942
$86,976,716
Net realized gain
152,466
70,414
Change in net unrealized appreciation (depreciation)
(198,796
)
(331,479
)
Increase in Net Assets From Operations
21,144,612
86,715,651
Distributions to Shareholders From (Notes 1 and 4):
Total distributable earnings
(21,188,507
)
(86,977,601
)
Decrease in Net Assets From Distributions to Shareholders
(21,188,507
)
(86,977,601
)
Fund Share Transactions (Note 5):
Net proceeds from sale of shares 
1,861,299,986
7,317,249,191
Reinvestment of distributions
20,355,378
63,726,334
Cost of shares repurchased 
(2,142,899,979
)
(8,034,691,572
)
Decrease in Net Assets From Fund Share Transactions
(261,244,615
)
(653,716,047
)
Decrease in Net Assets
(261,288,510
)
(653,977,997
)
Net Assets:
Beginning of period
959,638,903
1,613,616,900
End of period
$698,350,393
$959,638,903
See Notes to Financial Statements.
3
Western Asset Institutional Liquid Reserves 2025 Semi-Annual Report
Financial Highlights
 
For a share of each class of beneficial interest outstanding throughout each year ended August 31,
unless otherwise noted:
Institutional Shares
20251
2024
2023
2022
20212
20202
Net asset value, beginning of period
$0.9999
$0.9998
$0.9999
$1.0001
$1.0007
$1.0005
Income (loss) from operations:
Net investment income
0.0228
0.0539
0.0446
0.0051
0.0009
0.0101
Net realized and unrealized gain (loss)
(0.0000
)3
0.0001
4
(0.0001
)
(0.0002
)
(0.0007
)
0.0023
4
Total income from operations
0.0228
0.0540
0.0445
0.0049
0.0002
0.0124
Less distributions from:
Net investment income
(0.0228
)
(0.0539
)
(0.0446
)
(0.0051
)
(0.0008
)
(0.0122
)
Total distributions
(0.0228
)
(0.0539
)
(0.0446
)
(0.0051
)
(0.0008
)
(0.0122
)
Net asset value, end of period
$0.9999
$0.9999
$0.9998
$0.9999
$1.0001
$1.0007
Total return5
2.30
%
5.55
%
4.54
%
0.49
%
0.02
%
1.25
%
Net assets, end of period (millions)
$698
$959
$1,613
$1,498
$2,802
$7,411
Ratios to average net assets:
Gross expenses6,7
0.35
%8
0.33
%
0.32
%
0.32
%
0.32
%
0.31
%
Net expenses6,9,10
0.18
8
0.18
0.18
0.15
0.16
0.17
Net investment income
4.64
8
5.39
4.47
0.40
0.09
1.01
 
1
For the six months ended February 28, 2025 (unaudited).
2
Per share amounts have been calculated using the average shares method.
3
Amount represents less than $0.00005 or greater than $(0.00005) per share.
4
Calculation of the net gain per share (both realized and unrealized) does not correlate to the aggregate realized and
unrealized loss presented in the Statement of Operations due to the timing of sales and repurchases of Fund
shares. 
5
Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or
expense reimbursements, the total return would have been lower. Past performance is no guarantee of future
results. Total returns for periods of less than one year are not annualized.
6
Includes the Fund’s share of Liquid Reserves Portfolio’s allocated expenses.
7
The gross expenses do not reflect the reduction in the Fund’s management fee, pursuant to the Fund’s investment
management agreement, by the amount paid by the Fund for its allocable share of the management fee paid by
Liquid Reserves Portfolio.
8
Annualized.
9
As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than
interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of
Institutional Shares did not exceed 0.18%. This expense limitation arrangement cannot be terminated prior to
December 31, 2025 without the Board of Trustees’ consent. Additional amounts may be voluntarily waived and/or
reimbursed from time to time.
10
Reflects fee waivers and/or expense reimbursements.
See Notes to Financial Statements.
Western Asset Institutional Liquid Reserves 2025 Semi-Annual Report
4
Financial Highlights (cont’d)
 
For a share of each class of beneficial interest outstanding throughout each year ended August 31,
unless otherwise noted:
Investor Shares
20251
2024
2023
2022
20212
20202
Net asset value, beginning of period
$0.9998
$0.9997
$0.9998
$1.0000
$1.0006
$1.0004
Income (loss) from operations:
Net investment income
0.0219
0.0622
0.0573
0.0120
0.0004
0.0158
Net realized and unrealized gain (loss)
0.0007
3
(0.0087
)
(0.0133
)
(0.0074
)
(0.0006
)
(0.0039
)
Total income (loss) from
operations
0.0226
0.0535
0.0440
0.0046
(0.0002)
0.0119
Less distributions from:
Net investment income
(0.0226
)
(0.0534
)
(0.0441
)
(0.0048
)
(0.0004
)
(0.0117
)
Total distributions
(0.0226
)
(0.0534
)
(0.0441
)
(0.0048
)
(0.0004
)
(0.0117
)
Net asset value, end of period
$0.9998
$0.9998
$0.9997
$0.9998
$1.0000
$1.0006
Total return4
2.27
%
5.49
%
4.49
%
0.46
%
(0.02
)%
1.20
%
Net assets, end of period (000s)
$625
$611
$823
$1,721
$4,236
$7,304
Ratios to average net assets:
Gross expenses5,6
9.03
%7
8.08
%
5.14
%
2.16
%
1.32
%
0.69
%
Net expenses5,8,9
0.23
7
0.23
0.23
0.18
0.20
0.21
Net investment income
4.56
7
5.34
4.28
0.32
0.04
1.58
 
1
For the six months ended February 28, 2025 (unaudited).
2
Per share amounts have been calculated using the average shares method.
3
Calculation of the net gain per share (both realized and unrealized) does not correlate to the aggregate realized and
unrealized loss presented in the Statement of Operations due to the timing of sales and repurchases of Fund
shares. 
4
Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or
expense reimbursements, the total return would have been lower. Past performance is no guarantee of future
results. Total returns for periods of less than one year are not annualized.
5
Includes the Fund’s share of Liquid Reserves Portfolio’s allocated expenses.
6
The gross expenses do not reflect the reduction in the Fund’s management fee, pursuant to the Fund’s investment
management agreement, by the amount paid by the Fund for its allocable share of the management fee paid by
Liquid Reserves Portfolio.
7
Annualized.
8
As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than
interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of
Investor Shares did not exceed 0.23%. This expense limitation arrangement cannot be terminated prior to
December 31, 2025 without the Board of Trustees’ consent. Additional amounts may be voluntarily waived and/or
reimbursed from time to time.
9
Reflects fee waivers and/or expense reimbursements.
See Notes to Financial Statements.
5
Western Asset Institutional Liquid Reserves 2025 Semi-Annual Report
Notes to Financial Statements (unaudited)
1. Organization and significant accounting policies
Western Asset Institutional Liquid Reserves (the “Fund”) is a separate diversified investment series of Legg Mason Partners Institutional 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 Fund invests all of its investable assets in Liquid Reserves Portfolio (the “Portfolio”), a separate investment series of Master Portfolio Trust, that has the same investment objective as the Fund.
The financial statements of the Portfolio, including the schedule of investments, are contained elsewhere in this report and should be read in conjunction with the Fund’s financial statements.
The share price of the Fund fluctuates along with changes in the market-based value of fund assets. Because the share price of the Fund fluctuates, it has what is called a “floating net asset value” or “floating NAV”. Under Rule 2a-7 of the 1940 Act, the Fund must follow strict rules as to the credit quality, liquidity, diversification and maturity of its investments.
The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. 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. The Fund records its investment in the Portfolio at value. The value of such investment in the Portfolio reflects the Fund’s proportionate interest (10.4% at February 28, 2025) in the net assets of the Portfolio.
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. The disclosure and valuation of securities held by the Portfolio are discussed in Note 1(a) of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.
(b) Investment transactions and investment income. Net investment income and net realized/unrealized gains and losses 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. The Fund also pays certain other expenses which can be directly attributed to the Fund.
Western Asset Institutional Liquid Reserves 2025 Semi-Annual Report
6
Notes to Financial Statements (unaudited) (cont’d)
(c) Distributions to shareholders. Distributions from net investment income on the shares of the Fund are declared each business day and are paid monthly. Distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(d) Share class accounting. Investment income, common expenses and realized/unrealized gains (losses) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that share class.
(e) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.
Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of August 31, 2024, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise 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.
(f) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
2. Investment management agreement and other transactions with affiliates
Franklin Templeton Fund Adviser, LLC (“FTFA”) is the Fund’s and the Portfolio’s investment manager and Western Asset Management Company, LLC (“Western Asset”) is the Fund’s and the Portfolio’s subadviser. FTFA and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).
Under the investment management agreement, the Fund pays an investment management fee, calculated daily and paid monthly, in accordance with the following breakpoint schedule:
 
Average Daily Net Assets
Annual Rate
First $5 billion
0.200
%
Next $5 billion
0.175
Over $10 billion
0.150
7
Western Asset Institutional Liquid Reserves 2025 Semi-Annual Report
Since the Fund invests all of its investable assets in the Portfolio, the investment management fee of the Fund will be reduced by the investment management fee allocated to the Fund by the Portfolio.
FTFA provides administrative and certain oversight services to the Fund. FTFA delegates to the subadviser the day-to-day portfolio management of the Fund. For its services, FTFA pays Western Asset a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Fund.
As a result of expense limitation arrangements between the Fund and FTFA, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Institutional Shares and Investor Shares did not exceed 0.18% and 0.23%, respectively. These expense limitation arrangements cannot be terminated prior to December 31, 2025 without the Board of Trustees’ (the “Board”) consent. Additional amounts may be voluntarily waived and/or reimbursed from time to time.
During the six months ended February 28, 2025, fees waived and/or expenses reimbursed amounted to $322,901.
FTFA is permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year if the class’ total annual fund operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expenses incurred. In no case will FTFA recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual fund operating expenses exceeding the expense cap or any other lower limit then in effect.
Franklin Distributors, LLC (“Franklin Distributors”) serves as the Fund’s sole and exclusive distributor. Franklin Distributors is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources. 
All officers and one Trustee of the Trust are employees of Franklin Resources or its affiliates and do not receive compensation from the Trust.
3. Class specific expenses, waivers and/or expense reimbursements
The Fund has adopted a Rule 12b-1 shareholder services and distribution plan and under that plan the Fund pays service and/or distribution fees with respect to its Investor Shares calculated at the annual rate not to exceed 0.10% of the average daily net assets. Service and/or distribution fees are accrued daily and paid monthly.
Western Asset Institutional Liquid Reserves 2025 Semi-Annual Report
8
Notes to Financial Statements (unaudited) (cont’d)
For the six months ended February 28, 2025, class specific expenses were as follows:
 
 
Service and/or
Distribution Fees
Transfer Agent
Fees
Institutional Shares
—
$38,158
Investor Shares
$306
†
26,294
Total
$306
$64,452
 
†
Amount shown is exclusive of waivers. For the six months ended February 28, 2025, the service and/or
distribution fees waived amounted to $153 for Investor Shares. The Board has determined that, until
December 31, 2025, service and/or distribution fees shall not exceed 0.05% of average daily net assets
attributable to Investor Shares. This arrangement cannot be terminated prior to December 31, 2025 without the
Board’s consent. Additional amounts may be voluntarily waived or reduced from time to time.
For the six months ended February 28, 2025, waivers and/or expense reimbursements by class were as follows:
 
 
Waivers/Expense
Reimbursements
Institutional Shares
$296,279
Investor Shares
26,622
Total
$322,901
4. Distributions to shareholders by class
 
 
Six Months Ended
February 28, 2025
Year Ended
August 31, 2024
Net Investment Income:
Institutional Shares
$21,174,571
$86,940,586
Investor Shares
13,936
37,015
Total
$21,188,507
$86,977,601
5. Shares of beneficial interest
At February 28, 2025, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each class of shares represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.
9
Western Asset Institutional Liquid Reserves 2025 Semi-Annual Report
Transactions in shares of each class were as follows:
 
 
Six Months Ended
February 28, 2025
Year Ended
August 31, 2024
 
Shares
Amount
Shares
Amount
Institutional Shares
Shares sold
1,861,212,290
$1,861,299,986
7,316,418,943
$7,317,249,191
Shares issued on
reinvestment
20,341,767
20,341,442
63,688,388
63,689,937
Shares repurchased
(2,142,862,898
)
(2,142,899,719
)
(8,034,104,268
)
(8,034,443,696
)
Net decrease
(261,308,841
)
$(261,258,291
)
(653,996,937
)
$(653,504,568
)
Investor Shares
Shares sold
—
—
—
—
Shares issued on
reinvestment
13,938
$13,936
36,399
$36,397
Shares repurchased
(261
)
(260
)
(247,897
)
(247,876
)
Net increase
(decrease)
13,677
$13,676
(211,498
)
$(211,479
)
6. Deferred capital losses
As of August 31, 2024, the Fund had deferred capital losses of $287,779, which have no expiration date, that will be available to offset future taxable capital gains.
7. Operating segments
The Fund has adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The update is limited to disclosure requirements and does not impact the Fund’s financial position or results of operations.
The Fund operates as a single operating segment, which is an investment portfolio. The Fund’s Investment Manager serves as the Chief Operating Decision Maker (CODM), evaluating fund-wide results and performance under a unified investment strategy. The CODM uses these measures to assess fund performance and allocate resources effectively. Internal reporting provided to the CODM aligns with the accounting policies and measurement principles used in the financial statements.
For information regarding segment assets, segment profit or loss, and significant expenses, refer to the Statement of Assets and Liabilities and the Statement of Operations, along with the related Notes to Financial Statements. The Schedule of Investments of the Portfolio provides details of investments that generate returns such as interest, dividends, and realized and unrealized gains or losses. Performance metrics, including expense ratios, are disclosed in the Financial Highlights.
Western Asset Institutional Liquid Reserves 2025 Semi-Annual Report
10
 
Changes in and Disagreements with Accountants
For the period covered by this report
Not applicable.
 
Results of Meeting(s) of Shareholders
For the period covered by this report
Not applicable.
 
Remuneration Paid to Directors, Officers and Others
For the period covered by this report
Refer to the financial statements included herein.
11
Western Asset Institutional Liquid Reserves
Schedule of Investments (unaudited)
February 28, 2025
 Liquid Reserves Portfolio
(Percentages shown based on Portfolio net assets)  
Security
 
Rate
Maturity
Date
Face
Amount
Value
Short-Term Investments — 95.6%
Commercial Paper — 42.4%
ANZ New Zealand International Ltd. (SOFR +
0.200%)
4.590%
4/25/25
$150,000,000
$150,023,268
  (a)(b)
Automatic Data Processing Inc.
4.506%
3/4/25
250,000,000
249,879,285
  (a)(c)
Bank of New York Mellon Corp.
4.518%
3/4/25
75,000,000
74,963,690
  (c)
Barclays Bank PLC
4.517%
3/7/25
125,400,000
125,293,786
  (a)(c)
Barton Capital SA
4.559%
3/26/25
25,200,000
25,120,102
  (a)(c)
Barton Capital SA
4.538%
3/27/25
15,000,000
14,950,838
  (a)(c)
Barton Capital SA
4.546%
5/12/25
30,000,000
29,734,422
  (a)(c)
Barton Capital SA
4.545%
5/27/25
50,000,000
49,467,030
  (a)(c)
BNG Bank NV
4.516%
3/14/25
100,000,000
99,830,731
  (a)(c)
BNG Bank NV
4.474%
3/19/25
150,000,000
149,658,660
  (a)(c)
BPCE SA
4.535%
5/15/25
100,000,000
99,080,681
  (a)(c)
Cabot Trail Funding LLC
4.566%
5/5/25
100,000,000
99,195,900
  (a)(c)
Caisse des Depots et Consignations
4.477%
3/6/25
50,000,000
49,964,012
  (c)(d)
DBS Bank Ltd.
4.534%
5/12/25
200,000,000
198,234,076
  (a)(c)
Exxon Mobil Corp.
4.486%
3/11/25
85,000,000
84,887,670
  (c)
Great Bear Funding DAC
4.520%
3/6/25
40,000,000
39,970,943
  (a)(c)
Great Bear Funding DAC
4.529%
4/1/25
85,000,000
84,670,527
  (a)(c)
LMA SA/LMA Americas LLC
4.533%
3/14/25
25,000,000
24,957,526
  (a)(c)
Longship Funding DAC
4.504%
3/3/25
25,000,000
24,990,950
  (a)(c)
Longship Funding DAC
4.518%
3/17/25
125,000,000
124,742,992
  (a)(c)
Mizuho Bank Ltd.
4.524%
5/19/25
100,000,000
99,034,815
  (a)(c)
Mizuho Bank Ltd.
4.524%
5/23/25
20,000,000
19,797,373
  (a)(c)
MUFG Bank Ltd.
4.527%
4/23/25
50,000,000
49,673,585
  (c)
National Bank of Canada
4.521%
4/21/25
200,000,000
198,744,104
  (a)(c)
Oversea-Chinese Banking Corp. Ltd.
4.593%
5/6/25
100,000,000
99,179,157
  (a)(c)
Siemens Capital Co. LLC
4.417%
5/30/25
53,775,000
53,198,651
  (a)(c)
Societe Generale SA
4.516%
3/17/25
25,000,000
24,948,622
  (a)(c)
Sumitomo Mitsui Trust Bank Ltd.
4.472%
3/14/25
50,000,000
49,916,178
  (a)(c)
Thunder Bay Funding LLC
4.516%
4/14/25
100,000,000
99,456,875
  (a)(c)
TotalEnergies Capital SA
4.502%
3/3/25
75,000,000
74,972,857
  (a)(c)
TotalEnergies Capital SA
4.517%
3/6/25
125,000,000
124,909,256
  (a)(c)
TotalEnergies Capital SA
4.537%
5/1/25
25,000,000
24,812,278
  (a)(c)
UnitedHealth Group Inc.
4.527%
3/4/25
125,000,000
124,939,365
  (a)(c)
 
Total Commercial Paper
2,843,200,205
Time Deposits — 14.2%
ABN AMRO Bank NV
4.330%
3/4/25
131,000,000
131,000,000
  
Banco Santander SA
4.320%
3/3/25
50,000,000
50,000,000
  
See Notes to Financial Statements.
Liquid Reserves Portfolio 2025 Semi-Annual Report
12
Schedule of Investments (unaudited) (cont’d)
February 28, 2025
 Liquid Reserves Portfolio
(Percentages shown based on Portfolio net assets)
Security
 
Rate
Maturity
Date
Face
Amount
Value
Time Deposits — continued
Canadian Imperial Bank of Commerce
4.320%
3/3/25
$150,000,000
$150,000,000
  
DNB Bank ASA
4.310%
3/3/25
100,000,000
100,000,000
  
Mizuho Bank Ltd.
4.330%
3/3/25
118,700,000
118,700,000
  
National Bank of Canada
4.320%
3/3/25
75,000,000
75,000,000
  
Nordea Bank Abp
4.310%
3/3/25
50,000,000
50,000,000
  
Royal Bank of Canada
4.320%
3/3/25
50,000,000
50,000,000
  
Svenska Handelsbanken AB
4.310%
3/3/25
100,000,000
100,000,000
  
Swedbank AB
4.310%
3/3/25
125,000,000
125,000,000
  
 
Total Time Deposits
949,700,000
Certificates of Deposit — 9.5%
Credit Agricole Corporate and Investment Bank
(SOFR + 0.240%)
4.630%
5/28/25
100,000,000
100,041,735
  (b)
KBC Bank NV
4.330%
3/7/25
150,000,000
150,000,000
  
MUFG Bank Ltd. (SOFR + 0.230%)
4.620%
3/14/25
50,000,000
50,002,401
  (b)
Oversea-Chinese Banking Corp. Ltd. (SOFR +
0.200%)
4.590%
4/16/25
110,455,000
110,468,474
  (b)
Sumitomo Mitsui Banking Corp. (SOFR +
0.220%)
4.610%
4/22/25
150,000,000
150,019,131
  (b)
Sumitomo Mitsui Trust Bank Ltd. (SOFR +
0.220%)
4.610%
4/22/25
76,815,000
76,828,065
  (b)
 
Total Certificates of Deposit
637,359,806
U.S. Treasury Notes — 2.3%
U.S. Treasury Notes (3 mo. U.S. Treasury
Money Market Yield + 0.170%)
4.425%
10/31/25
150,000,000
150,173,253
  (b)
 
Repurchase Agreements — 27.2%
BNP Paribas SA tri-party repurchase
agreement dated 2/28/25; Proceeds at
maturity — $101,268,111; (Fully collateralized
by collateralized mortgage obligations and
corporate bonds and notes, 0.800% to 7.500%
due 3/22/25 to 5/15/67; Market value —
$105,019,997)
4.520%
6/9/25
100,000,000
100,000,000
  
BNP Paribas SA tri-party repurchase
agreement dated 2/28/25; Proceeds at
maturity — $126,588,646; (Fully collateralized
by collateralized mortgage obligations and
corporate bonds and notes, 0.950% to 9.700%
due 4/1/25 to 4/8/68; Market value —
$131,305,731)
4.530%
6/9/25
125,000,000
125,000,000
  
See Notes to Financial Statements.
13
Liquid Reserves Portfolio 2025 Semi-Annual Report
 Liquid Reserves Portfolio
(Percentages shown based on Portfolio net assets)
Security
 
Rate
Maturity
Date
Face
Amount
Value
Repurchase Agreements — continued
BofA Securities Inc. tri-party repurchase
agreement dated 2/28/25; Proceeds at
maturity — $300,108,750; (Fully collateralized
by collateralized mortgage obligations and
money market instruments, 0.000% to 5.522%
due 3/3/25 to 1/20/75; Market value —
$315,000,000)
4.350%
3/3/25
$300,000,000
$300,000,000
  
Fixed Income Clearing Corp. tri-party
repurchase agreement dated 2/28/25;
Proceeds at maturity — $100,036,250; (Fully
collateralized by U.S. government obligations,
3.875% due 10/15/27; Market value —
$102,000,000)
4.350%
3/3/25
100,000,000
100,000,000
  
Fixed Income Clearing Corp. tri-party
repurchase agreement dated 2/28/25;
Proceeds at maturity — $150,054,500; (Fully
collateralized by U.S. government obligations,
4.625% due 6/30/26; Market value —
$153,000,081)
4.360%
3/3/25
150,000,000
150,000,000
  
JPMorgan Securities LLC tri-party repurchase
agreement dated 12/10/24; Proceeds at
maturity — $202,265,000; (Fully collateralized
by corporate bonds and notes, 0.000% to
8.750% due 3/18/25 to 4/15/74; Market value
— $212,209,071)
4.530%
3/10/25
200,000,000
200,000,000
  (b)
JPMorgan Securities LLC tri-party repurchase
agreement dated 2/28/25; Proceeds at
maturity — $650,236,167; (Fully collateralized
by U.S. government obligations, 0.000% to
1.625% due 5/1/25 to 5/15/31; Market value
— $663,240,969)
4.360%
3/3/25
650,000,000
650,000,000
  
MUFG Securities Americas Inc. tri-party
repurchase agreement dated 12/11/24;
Proceeds at maturity — $101,270,917; (Fully
collateralized by asset-backed securities,
0.550% to 6.420% due 10/16/25 to 6/21/39;
Market value — $106,000,013)
4.530%
6/9/25
100,000,000
100,000,000
  
See Notes to Financial Statements.
Liquid Reserves Portfolio 2025 Semi-Annual Report
14
Schedule of Investments (unaudited) (cont’d)
February 28, 2025
 Liquid Reserves Portfolio
(Percentages shown based on Portfolio net assets)
Security
 
Rate
Maturity
Date
Face
Amount
Value
Repurchase Agreements — continued
TD Securities LLC tri-party repurchase
agreement dated 2/28/25; Proceeds at
maturity — $100,036,667; (Fully collateralized
by corporate bonds and notes, 2.309% to
6.875% due 7/15/25 to 12/1/54; Market value
— $105,138,671)
4.400%
3/3/25
$100,000,000
$100,000,000
  
 
Total Repurchase Agreements
1,825,000,000
Total Investments — 95.6% (Cost — $6,405,455,763)
6,405,433,264
Other Assets in Excess of Liabilities — 4.4%
296,458,895
Total Net Assets — 100.0%
$6,701,892,159
 
(a)
Commercial paper exempt from registration under Section 4(2) of the Securities Act of 1933. This security may be
resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has
been deemed liquid pursuant to guidelines approved by the Board of Trustees.
(b)
Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate
securities are not based on a published reference rate and spread but are determined by the issuer or agent and
are based on current market conditions. These securities do not indicate a reference rate and spread in their
description above.
(c)
Rate shown represents yield-to-maturity.
(d)
Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in
transactions that are exempt from registration, normally to qualified institutional buyers. This security has been
deemed liquid pursuant to guidelines approved by the Board of Trustees.
 
Abbreviation(s) used in this schedule:
SOFR
—
Secured Overnight Financing Rate
See Notes to Financial Statements.
15
Liquid Reserves Portfolio 2025 Semi-Annual Report
Statement of Assets and Liabilities (unaudited)
February 28, 2025
 
Assets:
Investments, at value (Cost — $4,580,455,763)
$4,580,433,264
Repurchase agreements, at value
1,825,000,000
Cash
351,607,860
Interest receivable
5,036,885
Total Assets
6,762,078,009
Liabilities:
Payable for securities purchased
59,834,878
Trustees’ fees payable
65,623
Accrued expenses
285,349
Total Liabilities
60,185,850
Total Net Assets
$6,701,892,159
Represented by:
Paid-in capital
$6,701,892,159
See Notes to Financial Statements.
Liquid Reserves Portfolio 2025 Semi-Annual Report
16
Statement of Operations (unaudited)
For the Six Months Ended February 28, 2025
 
Investment Income:
Interest
$169,327,601
Expenses:
Investment management fee (Note 2)
3,524,661
Legal fees
123,499
Trustees’ fees
112,729
Fund accounting fees
75,249
Audit and tax fees
22,196
Custody fees
21,765
Miscellaneous expenses 
84,153
Total Expenses
3,964,252
Less: Fee waivers and/or expense reimbursements (Note 2)
(3,524,661
)
Net Expenses
439,591
Net Investment Income
168,888,010
Realized and Unrealized Gain (Loss) on Investments (Notes 1 and 3):
Net Realized Gain From Investment Transactions
998,194
Change in Net Unrealized Appreciation (Depreciation) From Investments
(212,485
)
Net Gain on Investments
785,709
Increase in Net Assets From Operations
$169,673,719
See Notes to Financial Statements.
17
Liquid Reserves Portfolio 2025 Semi-Annual Report
Statements of Changes in Net Assets
 
For the Six Months Ended February 28, 2025 (unaudited)
and the Year Ended August 31, 2024
2025
2024
Operations:
Net investment income
$168,888,010
$563,125,510
Net realized gain
998,194
440,421
Change in net unrealized appreciation (depreciation)
(212,485
)
(190,426
)
Increase in Net Assets From Operations
169,673,719
563,375,505
Capital Transactions:
Proceeds from contributions
25,918,109,250
70,986,641,949
Value of withdrawals
(27,693,833,768
)
(74,470,088,505
)
Decrease in Net Assets From Capital Transactions
(1,775,724,518
)
(3,483,446,556
)
Decrease in Net Assets
(1,606,050,799
)
(2,920,071,051
)
Net Assets:
Beginning of period
8,307,942,958
11,228,014,009
End of period
$6,701,892,159
$8,307,942,958
See Notes to Financial Statements.
Liquid Reserves Portfolio 2025 Semi-Annual Report
18
Financial Highlights
 
For the years ended August 31, unless otherwise noted:
 
20251
2024
2023
2022
2021
2020
Net assets, end of period (millions)
$6,702
$8,308
$11,228
$14,242
$9,479
$19,833
Total return2
2.39
%
5.72
%
4.72
%
0.65
%
0.17
%
1.41
%
Ratios to average net assets:
Gross expenses
0.11
%3
0.11
%
0.11
%
0.10
%
0.11
%
0.11
%
Net expenses4,5
0.01
3
0.01
0.01
0.00
6
0.01
0.01
Net investment income
4.79
3
5.55
4.56
0.78
0.24
1.40
 
1
For the six months ended February 28, 2025 (unaudited).
2
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. Total returns for periods of less
than one year are not annualized.
3
Annualized.
4
The investment manager, pursuant to the terms of the feeder fund’s investment management agreement, has
agreed to waive 0.10% of Portfolio expenses, attributable to the Portfolio’s investment management fee.
Additional amounts may be voluntarily waived and/or reimbursed from time to time.
5
Reflects fee waivers and/or expense reimbursements.
6
Amount represents less than 0.005% or greater than (0.005)%.
See Notes to Financial Statements.
19
Liquid Reserves Portfolio 2025 Semi-Annual Report
Notes to Financial Statements (unaudited)
1. Organization and significant accounting policies
Liquid Reserves Portfolio (the “Portfolio”) is a separate 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 Board of Trustees (the “Board”) to issue beneficial interests in the Portfolio. At February 28, 2025, all investors in the Portfolio were funds advised or administered by the investment manager of the Portfolio and/or its affiliates.
The Portfolio sells and effects withdrawals of its interests at prices based on the current market value of the securities it holds. Therefore, the price of an interest in the Portfolio fluctuates along with changes in the market-based value of the holdings of the Portfolio. Because the price of an interest in the Portfolio fluctuates, it has what is called a “floating net asset value” or “floating NAV”. Under Rule 2a-7 of the 1940 Act (“Rule 2a-7”), the Portfolio must follow strict rules as to the credit quality, liquidity, diversification and maturity of its investments.
The Portfolio follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Portfolio and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. 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. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services typically use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. When the Portfolio holds securities or other assets that are denominated in a foreign currency, the Portfolio will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a
Liquid Reserves Portfolio 2025 Semi-Annual Report
20
Notes to Financial Statements (unaudited) (cont’d)
security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Portfolio calculates its net asset value, the Portfolio values these securities as determined in accordance with procedures approved by the Portfolio’s Board.
Pursuant to policies adopted by the Board, the Portfolio’s manager has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Portfolio’s manager is assisted by the Global Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee is responsible for making fair value determinations, evaluating the effectiveness of the Portfolio’s pricing policies, and reporting to the Portfolio’s manager and the Board. When determining the reliability of third party pricing information for investments owned by the Portfolio, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board quarterly.
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.
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Liquid Reserves Portfolio 2025 Semi-Annual Report
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 — unadjusted 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)
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†
—
$6,405,433,264
—
$6,405,433,264
 
†
See Schedule of Investments for additional detailed categorizations.
(b) Repurchase agreements. The Portfolio may enter into repurchase agreements with institutions that its subadviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Portfolio acquires a debt security subject to an obligation of the seller to repurchase, and of the Portfolio to resell, the security at an agreed-upon price and time, thereby determining the yield during the Portfolio’s holding period. When entering into repurchase agreements, it is the Portfolio’s policy that its custodian or a third party custodian, acting on the Portfolio’s behalf, take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Portfolio generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Portfolio seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Portfolio may be delayed or limited.
(c) Interest income and expenses. Interest income (including interest income from payment-in-kind securities) consists of interest accrued and discount earned (including both
Liquid Reserves Portfolio 2025 Semi-Annual Report
22
Notes to Financial Statements (unaudited) (cont’d)
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.
(d) Method of allocation. Net investment income and net realized/unrealized gains and/or losses of the Portfolio are 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.
(e) Credit and market risk. Investments in securities that are collateralized by real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.
(f) 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.
(g) 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, 2024, 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.
(h) 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
Franklin Templeton Fund Adviser, LLC (“FTFA”) is the Portfolio’s investment manager and Western Asset Management Company, LLC (“Western Asset”) is the Portfolio’s subadviser. FTFA and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).
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Liquid Reserves Portfolio 2025 Semi-Annual Report
Under the investment management agreement, the Portfolio pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.10% of the Portfolio’s average daily net assets.
FTFA provides administrative and certain oversight services to the Portfolio. FTFA delegates to the subadviser the day-to-day portfolio management of the Portfolio. For its services, FTFA pays Western Asset a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Portfolio.
As a result of the investment management agreement between FTFA and the feeder fund, FTFA has agreed to waive 0.10% of Portfolio expenses, attributable to the Portfolio’s investment management fee. Additional amounts may be voluntarily waived and/or reimbursed from time to time.
During the six months ended February 28, 2025, fees waived and/or expenses reimbursed amounted to $3,524,661.
FTFA 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 Franklin Resources or its affiliates and do not receive compensation from the Trust.
3. Investments
At February 28, 2025, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
 
 
Cost
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Depreciation
Securities
$6,405,455,763
$307,077
$(329,576)
$(22,499)
4. Derivative instruments and hedging activities
During the six months ended February 28, 2025, the Portfolio did not invest in derivative instruments.
5. Operating segments
The Portfolio has adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The update is limited to disclosure requirements and does not impact the Portfolio’s financial position or results of operations.
The Portfolio operates as a single operating segment, which is an investment portfolio. The Portfolio’s Investment Manager serves as the Chief Operating Decision Maker (CODM), evaluating fund-wide results and performance under a unified investment strategy. The
Liquid Reserves Portfolio 2025 Semi-Annual Report
24
Notes to Financial Statements (unaudited) (cont’d)
CODM uses these measures to assess fund performance and allocate resources effectively. Internal reporting provided to the CODM aligns with the accounting policies and measurement principles used in the financial statements.
For information regarding segment assets, segment profit or loss, and significant expenses, refer to the Statement of Assets and Liabilities and the Statement of Operations, along with the related Notes to Financial Statements. The Portfolio’s Schedule of Investments provides details of the Portfolio’s investments that generate returns such as interest, dividends, and realized and unrealized gains or losses. Performance metrics, including expense ratios, are disclosed in the Financial Highlights.
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Liquid Reserves Portfolio 2025 Semi-Annual Report
 
Changes in and Disagreements with Accountants
For the period covered by this report
Not applicable.
 
Results of Meeting(s) of Shareholders
For the period covered by this report
Not applicable.
 
Remuneration Paid to Directors, Officers and Others
For the period covered by this report
Refer to the financial statements included herein.
Liquid Reserves Portfolio
26
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Western Asset
Institutional Liquid Reserves
Trustees
Robert Abeles, Jr.
Jane F. Dasher
Anita L. DeFrantz
Susan B. Kerley
Michael Larson
Ronald L. Olson
Avedick B. Poladian
William E.B. Siart
Chair
Jaynie M. Studenmund
Peter J. Taylor
Jane Trust
Investment manager
Franklin Templeton Fund Adviser, LLC
Subadviser
Western Asset Management Company, LLC
Distributor
Franklin Distributors, LLC
Custodian
The Bank of New York Mellon
Transfer agent
BNY Mellon Investment
Servicing (US) Inc.
500 Ross Street, 154-0520
Pittsburgh, PA 15262
Independent registered
public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
Western Asset Institutional Liquid Reserves
The Fund is a separate investment series of Legg Mason Partners Institutional Trust, a Maryland statutory trust.
Western Asset Institutional Liquid Reserves
Legg Mason Funds
620 Eighth Avenue, 47th Floor
New York, NY 10018
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) each month on Form N-MFP. The Fund’s reports on Form N-MFP are available on the SEC’s website at www.sec.gov. The Fund makes portfolio holdings available to shareholders on its website at www.franklintempleton.com.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 1-877-721-1926 or 1-203-703-6002, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.
This report is submitted for the general information of the shareholders of Western Asset Institutional Liquid Reserves. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.
www.franklintempleton.com
© 2025 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.
Franklin Templeton Funds Privacy and Security Notice


Your Privacy and the Security of Your Personal Information is Very Important to Us
This Privacy and Security Notice (the “Privacy Notice”) addresses the Funds’ privacy and data protection practices with respect to nonpublic personal information the Fund receives. The Legg Mason Funds include the Western Asset Money Market Funds (Funds) sold by the Funds’ distributor, Franklin Distributors, LLC, as well as Legg Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:
•  Personal information included on applications or other forms;
•  Account balances, transactions, and mutual fund holdings and positions;
•  Bank account information, legal documents, and identity verification documentation; and
•  Online account access user IDs, passwords, security challenge question responses.
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:
•  Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or to comply with obligations to government regulators;
•  Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform statistical analysis, market research and marketing services solely for the Funds;
•  Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’ employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;
•  The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;
•  Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.
Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic
NOT PART OF THE SEMI-ANNUAL REPORT
Franklin Templeton Funds Privacy and Security Notice 
(cont’d)
personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.
The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.
Keeping You Informed of the Funds’ Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time, they will notify you promptly if this privacy policy changes.
The Funds’ Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.franklintempleton.com, or contact the Funds at 1-877-721-1926 for the Western Asset Money Market Funds or 1-888-777-0102 for the Legg Mason-sponsored closed-end funds. For additional information related to certain state privacy rights, please visit https://www.franklintempleton.com/help/privacy-policy.
Revised December 2023.
NOT PART OF THE SEMI-ANNUAL REPORT

 
90065-SFSOI 4/25
© 2025 Franklin Templeton. All rights reserved.

 

 

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

 

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

 

ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

 

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

 

ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.

 

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

 

ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.

 

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR, as applicable.

 

ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not applicable.

 

ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Not applicable.

 

ITEM 16. 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 period covered by this report that have materially affected, or are likely to materially affect the Registrant’s internal control over financial reporting.

 

ITEM 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

 

(a) Not applicable.

 

(b) Not applicable.

 

ITEM 19. EXHIBITS.

 

(a) (1) Not applicable.

Exhibit 99.CODE ETH

 

(a) (3) 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.

 

Legg Mason Partners Institutional Trust  
     
By: /s/ Jane Trust  
  Jane Trust  
  Chief Executive Officer  
     
Date: April 21, 2025  

 

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: April 21, 2025  

 

By: /s/ Christopher Berarducci  
  Christopher Berarducci  
  Principal Financial Officer  
     
Date: April 21, 2025