UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-10407
Institutional Portfolio
(Exact name of registrant as specified in charter)
125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
Smith Barney Fund Management LLC
300 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 451-2010
Date of fiscal year end: August 31
Date of reporting period: February 28, 2005
ITEM 1. REPORT TO STOCKHOLDERS.
The Semi-Annual Report to Stockholders is filed herewith.
Prime Cash Reserves Portfolio | ||
S C H E D U L E O F I N V E S T M E N T S | February 28, 2005 | |
(unaudited) |
Issuer | |||||
Certificates of Deposit (Yankee) — 4.5% | |||||
Barclays Bank PLC: | |||||
2.14% due 4/11/05 | $50,000 | $ | 49,972,512 | ||
2.42% due 4/18/05 | 75,000 | 75,000,000 | |||
Credit Suisse First | |||||
Boston USA (a): | |||||
2.58% due 3/21/05 | 50,000 | 50,000,000 | |||
2.88% due 5/25/05 | 50,000 | 50,001,700 | |||
Rabobank Nederland, | |||||
2.50% due 5/12/05 | 50,000 | 49,750,000 | |||
274,724,212 | |||||
Commercial Paper — 75.0% | |||||
Alpine Securitization Corp., | |||||
2.60% due 4/4/05 | 60,000 | 59,852,667 | |||
Atomium Funding Corp.: | |||||
2.49% due 3/16/05 | 48,566 | 48,515,613 | |||
2.60% due 4/1/05 | 50,000 | 49,888,056 | |||
BankAmerica Corp., | |||||
2.14% due 4/11/05 | 50,000 | 49,878,139 | |||
Barton Cap Corp., | |||||
2.52% due 3/11/05 (b) | 86,292 | 86,231,596 | |||
Beethoven Funding Corp.: | |||||
2.55% due 3/22/05 | 55,232 | 55,149,842 | |||
2.60% due 3/22/05 | 63,340 | 63,243,934 | |||
Blue Heron Funding V | |||||
Ltd. Series 5A, 2.63% | |||||
due 3/23/05 (a)(b) | 75,000 | 75,000,000 | |||
Blue Heron Funding VII | |||||
Ltd. Series 7A, 2.70% | |||||
due 3/29/05 (a)(b) | 25,000 | 25,000,000 | |||
Bryant Park | |||||
Funding LLC (b): | |||||
2.54% due 3/1/05 | 56,279 | 56,279,000 | |||
2.51% due 3/16/05 | 52,205 | 52,150,402 | |||
2.70% due 5/3/05 | 50,442 | 50,203,662 | |||
Chariot Funding LLC, | |||||
2.54% due | |||||
3/15/05 (b) | 55,219 | 55,164,456 | |||
Chesham Finance Ltd.: | |||||
2.45% due 3/7/05 | 50,000 | 49,979,583 | |||
2.59% due 3/10/05 | 137,175 | 137,086,179 | |||
Cimarron CDO., Ltd., | |||||
Series A-1, | |||||
2.58% due 3/15/05 (b) 68,770 | 68,686,215 | ||||
Cobbler Funding LLC, | |||||
2.67% due 4/25/05 (b) 60,000 | 59,755,250 | ||||
Curzon Funding LLC: | |||||
2.55% due 3/1/05 | 46,890 | 46,890,000 | |||
2.65% due 3/30/05 | 69,865 | 69,715,858 | |||
Davis Square Fund III | |||||
Corp. (b): | |||||
2.55% due 3/23/05 | 50,000 | 49,922,083 | |||
2.50% due 3/24/05 | 66,300 | 66,194,104 | |||
Depfa Bank Europe | |||||
PLC (b): | |||||
2.43% due 3/14/05 | 75,000 | 74,934,188 | |||
2.64% due 4/19/05 | 75,000 | 74,730,500 | |||
Fenway Funding LLC, | |||||
2.57% due 3/10/05 | 80,000 | 79,948,600 | |||
Foxboro Funding Ltd., | |||||
2.56% due 3/1/05 (b) | 65,362 | 65,362,000 | |||
Gemini Securitization | |||||
LLC., | |||||
2.52% due 3/11/05 (b) 55,119 | 55,080,417 | ||||
General Electric | |||||
Capital Corp., | |||||
2.47% due 5/2/05 | 60,000 | 59,744,767 | |||
General Electric | |||||
Capital Services, | |||||
2.60% due 4/6/05 (b) | 50,000 | 49,870,000 | |||
Goldman Sachs Group, | |||||
2.72% due 3/1/05 (a) | 75,000 | 75,000,000 | |||
Hannover Funding | |||||
Co., LLC (b): | |||||
2.54% due 3/1/05 | 35,875 | 35,875,000 | |||
2.55% due 3/14/05 | 63,731 | 63,672,314 | |||
2.60% due 3/24/05 | 47,356 | 47,277,336 | |||
Jupiter Securitization | |||||
Corp., | |||||
2.53% due 3/9/05 (b) | 80,210 | 80,164,904 | |||
Landale Funding LLC, | |||||
2.73% due 5/16/05 (b) 60,000 | 59,654,200 | ||||
Liberty Harbour | |||||
CDO, Inc., | |||||
Series 2005-1, | |||||
2.56% due 3/18/05 (b) 65,078 | 64,999,328 | ||||
LINKS Finance LLC, | |||||
2.55% due 3/1/05 (a) | 60,000 | 59,999,482 | |||
Main Street | |||||
Warehouse LLC: | |||||
2.57% due 3/14/05 | 50,000 | 49,953,597 | |||
2.67% due 3/30/05 | 75,000 | 74,838,688 | |||
Mane Funding Corp., | |||||
2.50% due 3/18/05 (b)109,000 | 108,871,319 |
19
Prime Cash Reserves Portfolio | ||
P O R T F O L I O O F I N V E S T M E N T S | February 28, 2005 | |
(unaudited) (continued) |
Issuer | ||||
Commercial Paper — (cont’d.) | ||||
Market Street Funding (b): | ||||
2.53% due 3/21/05 | $50,000 | $ | 49,929,722 | |
2.54% due 3/21/05 | 44,291 | 44,228,500 | ||
Mica Funding LLC: | ||||
2.58% due 3/7/05 | 50,000 | 49,978,500 | ||
2.55% due 3/15/05 | 63,213 | 63,150,314 | ||
2.60% due 3/21/05 | 60,000 | 59,913,333 | ||
National Australia Funding | ||||
Corp., | ||||
2.55% due 3/17/05 (b) 60,000 | 59,932,000 | |||
New Center Asset Trust, | ||||
Series A-1, | ||||
2.67% due 3/30/05 | 75,000 | 74,838,688 | ||
New Amsterdam | ||||
Receivables, | ||||
2.55% due 3/21/05 | 50,000 | 49,929,167 | ||
Nyala Funding LLC., | ||||
2.50% due 3/15/05 (b) 95,000 | 94,907,639 | |||
Old Line Funding | ||||
Corp., 2.52% | ||||
due 3/14/05 (b) | 39,020 | 38,984,492 | ||
Paradigm Funding LLC., | ||||
2.54% due 3/22/05 (b) 50,000 | 49,925,917 | |||
Park Sienna LLC, | ||||
2.60% due 3/10/05 | 92,101 | 92,041,134 | ||
Perry Global Funding | ||||
LLC., Series A, | ||||
2.61% due 4/8/05 (b) | 50,000 | 49,862,250 | ||
Polonius Inc., | ||||
2.96% due 7/25/05 | 63,140 | 62,382,039 | ||
Premier Asset | ||||
Collateralized Entity | ||||
1.99% due 3/10/05 | 22,700 | 22,688,707 | ||
Prudential PLC, | ||||
2.50% due 3/15/05 (b) 38,000 | 37,963,056 | |||
Regency Markets LLC: | ||||
2.54% due 3/3/05 | 66,513 | 66,503,614 | ||
2.89% due 6/20/05 | 75,000 | 74,331,688 | ||
Saint Germain | ||||
Holdings Ltd.: | ||||
2.55% due 3/9/05 | 45,000 | 44,974,500 | ||
2.57% due 3/14/05 | 52,500 | 52,451,277 | ||
Santander Center | ||||
Hispano Finance | ||||
(Delaware) Inc., | ||||
2.78% due 5/16/05 | 60,000 | 59,647,233 | ||
Sigma Finance Inc.: | ||||
2.55% due 3/1/05 (a) | 70,000 | 69,986,808 | ||
2.74% due 5/16/05 | 60,000 | 59,652,933 |
Silver Tower US Funding, | |||
2.55% due | |||
3/22/05 (b) | 55,000 | 54,918,188 | |
Stanfield Victoria | |||
Finance LLC.: | |||
2.56% due 3/1/05 (a) | 50,000 | 49,999,753 | |
2.58% due 3/15/05 (a) 75,000 | 74,992,454 | ||
Surrey Funding Corp.: | |||
2.55% due 3/8/05 | 60,000 | 59,970,250 | |
2.50% due 3/14/05 | 82,320 | 82,245,683 | |
Tango Finance Corp., | |||
2.75% due 6/3/05 (b) | 58,500 | 58,079,938 | |
Tasman Funding Inc.: | |||
2.54% due 3/21/05 | 50,000 | 49,929,444 | |
2.52% due 3/31/05 | 50,000 | 49,895,000 | |
2.73% due 4/26/05 | 60,000 | 59,745,200 | |
Ticonderoga Funding | |||
LLC, 2.53% due | |||
3/14/05 (b) | 39,000 | 38,964,369 | |
Victory Receivables | |||
Corp., | |||
2.55% due 3/15/05 | 50,000 | 49,950,417 | |
Wal-Mart Funding Corp., | |||
2.66% due 4/20/05 (b) 75,000 | 74,722,917 | ||
White Pine Finance LLC, | |||
2.55% due | |||
3/15/05 (a) | 100,000 | 99,970,740 | |
Whistlejacket Capital Ltd., | |||
2.58% due 3/1/05 (a) | 35,000 | 34,999,165 | |
4,621,350,308 | |||
Master Notes (a) — 4.1% | |||
Merrill Lynch & Co., Inc., | |||
2.78% due 3/1/05 | 200,000 | 200,000,000 | |
Morgan Stanley, | |||
2.83% due 3/1/05 | 50,000 | 50,000,000 | |
250,000,000 | |||
Time Deposits — 11.6% | |||
JP Morgan Chase Grand | |||
Cayman Islands, | |||
.50% due 3/1/05 | 200,000 | 200,000,000 | |
National City Bank | |||
Kentucky, | |||
2.50% due 3/1/05 | 257,382 | 257,382,000 | |
Societe Generale | |||
Cayman Islands, | |||
2.50% due 3/1/05 | 260,000 | 260,000,000 | |
717,382,000 | |||
20
Prime Cash Reserves Portfolio | ||
P O R T F O L I O O F I N V E S T M E N T S | February 28, 2005 | |
(unaudited) (continued) |
Issuer | ||||||
U.S. Government Agency | ||||||
Discount Notes — 4.8% | ||||||
Federal National | ||||||
Mortgage Association: | ||||||
2.57% due 3/1/05 (a) | $ 70,000 | $ | 69,998,319 | |||
2.43% due 4/3/05 (a) | 71,000 | 70,972,587 | ||||
2.48% due 4/6/05 | 28,415 | 28,344,389 | ||||
2.53% due 4/13/05 | 50,000 | 49,848,903 | ||||
2.96% due 8/24/05 | 75,000 | 73,916,500 | ||||
293,080,698 | ||||||
Total Investments, at | ||||||
Amortized Cost | 100.0 | % | 6,156,537,218 | |||
Other Assets in | ||||||
Excess of Liabilities | 0.0 | % | 2,123,928 | |||
Total Net Assets | 100.0 | % | $ | 6,158,661,146 | ||
(a) | The coupon rate listed for floating or adjustable rate securities represent the rate at period end. |
The due dates on these securities reflect the next interest rate date or, when applicable the maturity date. | |
(b) | 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 institu- tional buyers. |
See Notes to Financial Statements.
21
S T A T E M E N T O F A S S E T S A N D L I A B I L I T I E S
February 28, 2005 (unaudited) | ||
ASSETS: | ||
Investments, at amortized cost (Note 1A) | $ | 6,156,537,218 |
Cash | 675 | |
Interest receivable | 2,929,967 | |
Total Assets | 6,159,467,860 | |
LIABILITIES: | ||
Management fee payable (Note 2) | 377,888 | |
Trustees’ fees payable | 3,206 | |
Accrued expenses and other liabilities | 425,620 | |
Total Liabilities | 806,714 | |
Total Net Assets | $ | 6,158,661,146 |
REPRESENTED BY: | ||
Capital paid in excess of beneficial interest | $ | 6,158,661,146 |
See Notes to Financial Statements. |
Prime Cash Reserves Portfolio
S T A T E M E N T O F O P E R AT I O N S
For the Six Months Ended February 28, 2005 (unaudited) | |||||
INVESTMENT INCOME (NOTE 1): | $ | 58,553,055 | |||
EXPENSES: | |||||
Management fee (Note 2) | $ | 2,757,815 | |||
Custody and fund accounting fees | 501,562 | ||||
Trustees’ fees | 50,225 | ||||
Audit and legal | 39,910 | ||||
Other | 6,881 | ||||
Total Expenses | 3,356,393 | ||||
Less: Management fees waived (Note 2) | (607,911 | ) | |||
Fees paid indirectly (Note 1E) | (157 | ) | |||
Net Expenses | 2,748,325 | ||||
Net Investment Income | $ | 55,804,730 | |||
See Notes to Financial Statements. |
22
S T A T E M E N T O F C H A N G E S I N N E T A S S E T S
For the Six Months Ended February 28, 2005 (unaudited)
and the Year Ended August 31, 2004
OPERATIONS: | ||||||
Net investment income | $ | 55,804,730 | $ | 39,310,891 | ||
CAPITAL TRANSACTIONS: | ||||||
Proceeds from contributions | 12,167,704,543 | 17,256,016,462 | ||||
Value of withdrawals | (10,587,240,346 | ) | (15,458,994,768 | ) | ||
Increase in Net Assets From Capital Transactions | 1,580,464,197 | 1,797,021,694 | ||||
Increase in Net Assets | 1,636,268,927 | 1,836,332,585 | ||||
NET ASSETS: | ||||||
Beginning of period | 4,522,392,219 | 2,686,059,634 | ||||
End of period | $ | 6,158,661,146 | $ | 4,522,392,219 | ||
See Notes to Financial Statements. |
23
F I N A N C I A L H I G H L I G H T S
2005 | (1) | 2002 | (2) | ||||||||||
Total Return(3) | 0.99 | %† | 1.07 | % | 1.33 | % | 2.08 | %‡ | |||||
Net Assets, End of | |||||||||||||
Period (000s) | $6,158,661 | $4,522,392 | $2,686,060 | $1,226,216 | |||||||||
Ratios to Average Net Assets: | |||||||||||||
Expenses(4) | 0.10 | %†(5) | 0.10 | %(5) | 0.11 | % | 0.15 | %† | |||||
Net investment income | 2.03 | %† | 1.08 | % | 1.27 | % | 1.77 | %† | |||||
(1 | ) | For the six months ended February 28, 2005 (unaudited). | |
(2 | ) | For the period June 3, 2002 (commencement of operations) to August 31, 2002. | |
(3 | ) | Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past per- formance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. | |
(4 | ) | The Portfolio’s Manager waived a portion of its fees for the six months ended February 28, 2005 and the years ended August 31, 2004, 2003 and the period ended 2002. If such fees were not waived, the expense ratios would have been 0.12% (annualized), 0.13%, 0.19% and 0.20% (annual- ized), respectively. | |
(5 | ) | The ratio of expenses to average net assets will not exceed 0.10%, as a result of voluntary expense limitation, which may be terminated at any time. | |
‡ | Total return is not annualized, as it may not be representative of the total return for the year. | ||
† | Annualized. |
See Notes to Financial Statements.
24
Prime Cash Reserves Portfolio
N OT E S T O F I N A N C I A L S T A T E M E N T S (unaudited)
1. Significant Accounting Policies
Institutional Reserves Portfolio which changed its name to Prime Cash Reserves Portfolio (the “Portfolio”) on February 27, 2004, is a separate series of Institutional Portfolio (the Trust). The Trust is registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”) as a no-load, diversified, open-end management investment company which was organized as a trust under the laws of the State of New York. The Declaration of Trust permits the Trustees to issue beneficial interests in the Portfolio. Citi Fund Management Inc. (the “Manager”) acts as the Investment Manager.
The following are significant accounting policies consistently followed by the Portfolio. These policies 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 from these estimates.
A. InvestmentValuation. Money market instruments are valued at amortized cost, in accordance with Rule 2a-7 under the Investment Company Act of 1940 (the “1940 Act”), which approximates market value. This method involves valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. The Fund’s use of amortized cost is subject to the Fund’s compliance with certain conditions as specified under Rule 2a-7 of the 1940 Act.
B. Investment Income and Expenses Investment 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. 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 the subchapter M of the Internal Revenue Code.
D. Other Purchases, maturities and sales of money market instruments are accounted for on the date of the transaction.
E. Fees Paid Indirectly The Portfolio’s custodian calculates its fees based on the Portfolio’s average daily net assets. The fee is reduced according to a fee arrangement, which provides for custody fees to be reduced based on a formula developed to measure the value of cash deposited with the custodian by the Portfolio. This amount is shown as a reduction of expenses on the Statement of Operations.
25
Prime Cash Reserves Portfolio
N OT E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)
2. Management Agreement and Other Transactions with Affiliates
The Manager is responsible for overall management of the Portfolio, business affairs, and has a Management Agreement with the Portfolio. The Manager or an affiliate also provides certain administrative services to the Portfolio. These administrative services include providing general office facilities and supervising the overall administration of the Portfolio.
The management fees paid to the Manager are accrued daily and payable monthly. The management fees are computed at an annual rate of 0.10% of the Portfolio’s average daily net assets. The management fees amounted to $2,757,815 of which $607,911 was voluntarily waived for the six months ended February 28, 2005. Such waiver is voluntarily and may be terminated at any time at the discretion of the Manager.
The Portfolio pays no compensation directly to any Trustee or any officer who is affiliated with the Manager, all of whom receive remuneration for their services to the Fund from the Manager or its affiliates. Certain of the officers and a Trustee of the Portfolio are officers and a director of the Manager or its affiliates.
3. Investment Transactions
Purchases and maturities and sales of money market instruments aggregated $120,100,956,154 and $118,507,912,619, respectively, for the six months ended February 28, 2005.
4.Trustee Retirement Plan
The Trustees of the Portfolio have adopted a Retirement Plan for all Trustees who are not “interested persons” of the Portfolio, within the meaning of the 1940 Act. Under the Plan, all Trustees are required to retire from the Board as of the last day of the calendar year in which the applicable Trustee attains age 75 (certain Trustees who had already attained age 75 when the Plan was adopted were required to retire effective December 31, 2003). Trustees may retire under the Plan before attaining the mandatory retirement age. Trustees who have served as Trustee of the Trust or any of the investment companies associated with Citigroup for at least ten years when they retire are eligible to receive the maximum retirement benefit under the Plan. The maximum retirement benefit is an amount equal to five times the amount of retainer and regular meeting fees payable to a Trustee during the calendar year ending on or immediately prior to the applicable Trustee’s retirement. Amounts under the Plan may be paid in installments or in a lump sum (discounted to present value). Benefits under the Plan are unfunded. Three former Trustees are currently receiving payments under the plan. In addition two other former Trustees received a lump sum payment under the plan. The Portfolio’s allocable share of the expenses of the Plan for the six months ended February 28, 2005 was not material.
26
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)
5. Additional Information
In connection with an investigation previously disclosed by Citigroup, the Staff of the Securities and Exchange Commission (“SEC”) has notified Citigroup Asset Management (“CAM”), the Citigroup business unit that includes the funds’ investment manager and other investment advisory companies; Citicorp Trust Bank (“CTB”), an affiliate of CAM; Thomas W. Jones, the former CEO of CAM; and three other individuals, one of whom is an employee and two of whom are former employees of CAM, that the SEC Staff is considering recommending a civil injunctive action and/or an administrative proceeding against each of them relating to the creation and operation of an internal transfer agent unit to serve various CAM-managed funds.
In 1999, CTB entered the transfer agent business. CTB hired an unaffiliated subcontractor to perform some of the transfer agent services. The subcontractor, in exchange, had signed a separate agreement with CAM in 1998 that guaranteed investment management revenue to CAM and investment banking revenue to a CAM affiliate. The subcontractor’s business was later taken over by PFPC Inc., and at that time the revenue guarantee was eliminated and a one-time payment was made by the subcontractor to a CAM affiliate.
CAM did not disclose the revenue guarantee when the boards of various CAM-managed funds hired CTB as transfer agent. Nor did CAM disclose to the boards of the various CAM-managed funds the one-time payment received by the CAM affiliate when it was made. As previously disclosed, CAM has already paid the applicable funds, primarily through voluntary fee waivers, a total of approximately $17 million (plus interest), which is the amount of the revenue received by Citigroup relating to the revenue guarantee.
In addition, the SEC Staff has indicated that it is considering recommending action based on the adequacy of the disclosures made to the fund boards that approved the transfer agency arrangement, CAM’s initiation and operation of, and compensation for, the transfer agent business and CAM’s retention of, and agreements with, the subcontractor.
Citigroup is cooperating fully in the SEC’s investigation and is seeking to resolve the matter in discussions with the SEC Staff. On January 20, 2005, Citigroup stated that it had established an aggregate reserve of $196 million ($25 million in the third quarter of 2004 and $171 million in the fourth quarter of 2004) related to its discussions with the SEC Staff. Settlement negotiations are ongoing and any settlement of this matter with the SEC will require approval by the Citigroup Board and acceptance by the Commission.
Unless and until any settlement is consummated, there can be no assurance that any amount reserved by Citigroup will be distributed. Nor is there at this time any certainty as to how the proceeds of any settlement would be distributed, to whom any such dis-
27
Prime Cash Reserves Portfolio
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)
tribution would be made, the methodology by which such distribution would be allocated, and when such distribution would be made.
Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the funds. The Portfolio did not implement the contractual arrangement described above and will not receive any payments.
28
Institutional Enhanced Portfolio | ||
S C H E D U L E O F I N V E S T M E N T S | February 28, 2005 | |
(unaudited) |
Principal | ||||||
Amount | ||||||
Issuer | (000’s omitted) | Value | ||||
Certificates of Deposit (Yankee) — 1.9% | ||||||
BNP Paribas New York | ||||||
Branch, | ||||||
2.98% due 8/18/05 | $ | 3,000 | $ | 2,999,505 | ||
Commercial Paper — 65.9% | ||||||
Amstel Funding Corp. | ||||||
Credit Enhanced by | ||||||
Abn Amro, | ||||||
2.91% due 7/18/05 (a) | 3,000 | 2,966,292 | ||||
Aquinas Funding LLC, | ||||||
Credit Enhanced by | ||||||
Rabobank, | ||||||
2.47% due 3/21/05 (a) | 1,500 | 1,497,942 | ||||
Atlantis One Funding Corp. | ||||||
Credit Enhanced by | ||||||
Rabobank: | ||||||
2.88% due 7/25/05 (a) | 1,268 | 1,253,190 | ||||
2.95% due 8/9/05 (a) | 3,000 | 2,960,421 | ||||
Beethoven Funding Corp. | ||||||
Credit Enhanced by | ||||||
Dresdner Bank AG, | ||||||
New York Branch: (a) | ||||||
2.60% due 3/24/05, | 5,000 | 4,991,694 | ||||
2.66% due 4/6/05 | 2,567 | 2,560,172 | ||||
Brahms Funding Corp.: | ||||||
2.62% due 3/24/05 (a) | 4,000 | 3,993,304 | ||||
2.67% due 4/4/05 (a) | 1,500 | 1,496,217 | ||||
Bryant Park Funding LLC, | ||||||
Credit Enhanced by | ||||||
HSBC Bank (a) | ||||||
2.77% due 5/16/05, | 3,000 | 2,982,457 | ||||
Cargill Inc., | ||||||
2.58% due 3/1/05 (a) | 150 | 150,000 | ||||
Chesham Finance LLC: | ||||||
2.65% due 3/10/05 (a) | 5,770 | 5,770,000 | ||||
2.70% due 5/3/05 (a) | 1,500 | 1,492,912 | ||||
Cobbler Funding Ltd. | ||||||
Credit Enhanced by | ||||||
Nationwide: | ||||||
2.47% due 3/1/05 (a) | 1,500 | 1,500,000 | ||||
2.70% due 4/28/05 (a) | 2,685 | 2,673,320 | ||||
Concord Minutemen Co., | ||||||
2.59% due 3/18/05 (a) | 4,000 | 3,995,108 | ||||
Crown Point Capital Co., | ||||||
3.02% due 8/16/05 (a) | 3,000 | 2,957,720 | ||||
Curzon Funding LLC, | ||||||
2.52% due 3/22/05 (a) | 1,500 | 1,497,795 | ||||
Davis Square Funding III | ||||||
Corp., | ||||||
2.70% due 4/29/05 (a) | 1,500 | 1,493,362 | ||||
Fenway Funding LLC., | ||||||
Credit Enhanced by | ||||||
Lehman, | ||||||
2.65% due 3/23/05 (a) | 7,000 | 6,988,664 | ||||
Galaxy Funding Inc., | ||||||
Credit Enhanced by | ||||||
U.S. Bank, | ||||||
2.45% due 3/22/05 (a) | 1,500 | 1,497,856 | ||||
Georgetown Funding Co., | ||||||
2.67% due 4/26/05 (a) | 1,500 | 1,493,770 | ||||
Grampian Funding Ltd. LLC, | ||||||
Credit Enhanced by | ||||||
HBOS, (a) | ||||||
3.01% due 8/23/05, | 4,000 | 3,941,472 | ||||
Harwood Street | ||||||
Funding Co., LLC, | ||||||
2.61% due 3/24/05 (a) | 1,000 | 998,332 | ||||
Landale Funding LLC, | ||||||
Credit Enhanced by | ||||||
HBOS, | ||||||
2.77% due 5/16/05 (a) | 3,000 | 2,982,457 | ||||
Legacy Capital Corp. LLC, | ||||||
3.03% due 8/23/05 (a) | 4,000 | 3,941,083 | ||||
Liberty Harbour CDO Inc., | ||||||
2.55% due 3/9/05 (a) | 4,000 | 3,997,733 | ||||
Main Street Warehouse | ||||||
Funding, | ||||||
2.58% due 3/21/05 (a) | 5,000 | 4,992,833 | ||||
Monument Gardens | ||||||
Funding LLC, | ||||||
Credit Enhanced by | ||||||
Rabobank, | ||||||
2.58% due 4/11/05 (a) | 1,500 | 1,495,593 | ||||
Picaros Funding LLC, | ||||||
Credit Enhanced by | ||||||
KBC Bank, | ||||||
2.86% due 7/26/05 (a) | 1,500 | 1,482,482 | ||||
Polonius Inc. | ||||||
Credit Enhanced by | ||||||
Danske Bank: | ||||||
2.80% due 6/17/05 | 1,500 | 1,487,400 | ||||
2.88% due 6/24/05 | 3,000 | 2,972,448 | ||||
Premier Asset LLC, | ||||||
2.70% due 5/2/05 | 1,500 | 1,493,025 | ||||
Regency Markets | ||||||
Credit Enhanced by | ||||||
HSBC | ||||||
No 1 LLC., | ||||||
2.90% due 6/20/05 (a) | 5,000 | 4,955,292 | ||||
Scaldis Capital Ltd. LLC, | ||||||
Credit Enhanced by | ||||||
Fortis Bank, (a) | ||||||
2.85% due 7/22/05, | 1,662 | 1,643,185 | ||||
Solitaire Funding LLC, | ||||||
Credit Enhanced by | ||||||
HSBC Bank | ||||||
2.82% due 5/24/05 (a) | 4,000 | 3,973,680 | ||||
Thunder Bay Funding Inc., | ||||||
Credit Enhanced by | ||||||
Royal Bank of Canada, | ||||||
2.90% due 8/8/05 (a) | 1,500 | 1,480,667 |
15
Institutional Enhanced Portfolio | ||
S C H E D U L E O F I N V E S T M E N T S | February 28, 2005 | |
(unaudited) (continued) |
Principal | ||||||
Amount | ||||||
Issuer | (000’s omitted) | Value | ||||
Commercial Paper — 65.9% (cont’d) | ||||||
Tulip Funding Corp., | ||||||
Credit Enhanced by | ||||||
ABN Amro | ||||||
2.64% due 3/29/05 (a) | $ | 4,000 | $ | 3,991,787 | ||
Whistlejacket Capital Ltd., | ||||||
Credit Enhanced by | ||||||
Standard Charter | ||||||
2.64% due 4/18/05 (a) | 1,500 | 1,494,720 | ||||
103,536,385 | ||||||
Floating Rate Notes (b) — 15.3% | ||||||
Aegis Asset Backed | ||||||
Securities Trust, | ||||||
2.84% due 10/25/13 | 931 | 930,797 | ||||
American General Finance, | ||||||
2.95% due 11/15/06 | 1,000 | 1,001,677 | ||||
Banco Bilbao Vizcaya, | ||||||
Sr. Notes, | ||||||
2.66% due 9/21/07 (a) | 1,000 | 999,897 | ||||
Blue Heron Funding Ltd., | ||||||
2.65% due 5/23/05 (a) | 3,000 | 3,000,000 | ||||
Capital Auto Receivables | ||||||
Asset Trust, | ||||||
3.12% due 3/15/07 | 1,000 | 999,913 | ||||
Centex Home Equity | ||||||
Loan Trust, | ||||||
3.09% due 12/25/32 | 33 | 32,856 | ||||
Chase Funding Loan | ||||||
Acquisition Trust, | ||||||
2.80% due 9/25/25 | 395 | 395,222 | ||||
Countrywide Alternative | ||||||
Loan Trust, | ||||||
2.95% due 2/25/35 | 918 | 917,650 | ||||
Countrywide Funding Corp., | ||||||
2.67% due 3/29/06 | 3,000 | 3,000,800 | ||||
Eli Lilly & Co., Sr. Notes, | ||||||
2.92% due 8/24/07 | 3,000 | 3,003,042 | ||||
EQCC Home Equity | ||||||
Loan Trust, | ||||||
2.82% due 11/15/28 | 172 | 171,760 | ||||
Harrier Finance | ||||||
Funding LLC, | ||||||
2.47% due 9/15/05 | 1,000 | 999,789 | ||||
Master Asset Backed | ||||||
Securities Trust, | ||||||
2.97% due 5/25/33 | 304 | 303,881 | ||||
Merrill Lynch & Co., | ||||||
2.65% due 3/17/06 | 1,000 | 1,000,284 | ||||
Nissan Auto Lease Trust, | ||||||
2.55% due 1/15/07 | 1,000 | 999,962 | ||||
Option One Mortgage | ||||||
Loan Trust, | ||||||
2.91% due 7/25/32 | 14 | 14,490 | ||||
Residential Asset | ||||||
Mortgage Products, | ||||||
3.02% due 1/25/33 | 772 | 773,959 | ||||
Saxon Asset Securitization | ||||||
Trust: | ||||||
2.90% due 3/25/32 | 47 | 46,974 | ||||
2.83% due 12/26/34 | 873 | 872,622 | ||||
Specialty Underwriting & | ||||||
Residential Finance, | ||||||
2.80% due 10/25/35 | 464 | 464,125 | ||||
Stanfield Victoria LLC, | ||||||
2.61% due 9/26/05 | 1,000 | 999,765 | ||||
Volkswagen Auto Lease | ||||||
Trust, | ||||||
3.52% due 4/20/07 | 2,000 | 1,999,879 | ||||
Wells Fargo & Co., | ||||||
2.61% due 9/28/07 | 1,000 | 1,000,000 | ||||
23,929,344 | ||||||
U.S. Government Agency | ||||||
Discount Notes — 15.0% | ||||||
Federal Home Loan Bank: | ||||||
2.26% due 8/26/05 (b) | 2,000 | 1,999,143 | ||||
3.20% due 11/29/06 | 1,365 | 1,354,500 | ||||
3.50% due 1/18/07 | 1,000 | 996,221 | ||||
Federal Home Loan | ||||||
Mortgage Corporation: | ||||||
2.42% due 9/9/05 (b) | 100 | 99,914 | ||||
zero coupon | ||||||
due 1/10/06 | 1,000 | 971,781 | ||||
zero coupon | ||||||
due 2/7/06 | 4,000 | 3,874,424 | ||||
Federal National Mortgage | ||||||
Association: | ||||||
2.43% due 4/3/05 (b) | 1,000 | 999,424 | ||||
7.00% due 7/15/05 | 2,000 | 2,030,798 | ||||
zero coupon | ||||||
due 8/24/05 | 5,000 | 4,928,745 | ||||
zero coupon | ||||||
due 12/19/05 | 2,000 | 1,947,992 | ||||
zero coupon | ||||||
due 1/27/06 | 4,500 | 4,366,161 | ||||
23,569,103 | ||||||
U.S.Treasury Obligations — 4.4% | ||||||
United States Treasury Notes: | ||||||
2.38% due 8/15/06 | 5,000 | 4,926,175 | ||||
3.38% due 2/28/07 | 2,000 | 1,992,812 | ||||
6,918,987 | ||||||
Total Investments — 102.5% | ||||||
(Cost — $160,974,286) | 160,953,324 | |||||
Liabilities in Excess of | ||||||
Other Assets — (2.5)% | (3,937,453 | ) | ||||
Total Net Assets — | 100.0 | % | 157,015,871 | |||
16
Institutional Enhanced Portfolio | ||
S C H E D U L E O F I N V E S T M E N T S | February 28, 2005 | |
(unaudited) |
Principal | |||||
Amount | |||||
Issuer | (000’s omitted) | Value | |||
The Fund invests primarily in short-term debt securities. The ability of the issuers of the debt securities to meet their obligations may be affected by economic developments in a specific industry or municipality. In order to reduce the risk associated with such economic developments, at February 28, 2005, 39.6% of the securities in the portfolio of investments are backed by bond insurance of various financial institutions and financial guaranty assurance agencies. The aggregate percentage insured by any one financial institution ranged from 0.91% to 7.4% of total investmetns. |
(a) | 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. |
(b) | The coupon rate listed for floating or adjustable rate securities represent the rate at period end. The due dates on these securities reflect the next interest rate date or, when applicable the maturity date. |
See Notes to Financial Statements.
17
S T A T E M E N T O F A S S E T S A N D L I A B I L I T I E S
February 28, 2005 (unaudited) | ||
ASSETS: | ||
Investments, at value (Cost, $160,974,286) | $ | 160,953,324 |
Cash | 193 | |
Interest receivable | 90,228 | |
Total Assets | 161,043,745 | |
LIABILITIES: | ||
Payable for securities purchased | 3,992,874 | |
Trustees’ fees payable | 133 | |
Accrued expenses and other liabilities | 34,867 | |
Total Liabilities | 4,027,874 | |
Total Net Assets | $ | 157,015,871 |
REPRESENTED BY: | ||
Capital paid in excess of par value | $ | 157,015,871 |
See Notes to Financial Statements. |
18
S T A T E M E N T O F O P E R A T I O N S
For the Six Months Ended February 28, 2005 (unaudited) | ||||||
INVESTMENT INCOME (NOTE 1): | $ | 599,136 | ||||
EXPENSES: | ||||||
Management fee (Note 2) | $ | 25,737 | ||||
Audit fees | 17,000 | |||||
Custody and fund accounting fees | 12,456 | |||||
Legal fees | 8,563 | |||||
Shareholder communications | 7,508 | |||||
Trustees’ fees | 306 | |||||
Other | 8,820 | |||||
Total Expenses | 80,390 | |||||
Less: Expenses assumed by the Manager (Note 2) | (41,511 | ) | ||||
Management fee waived (Note 2) | (25,737 | ) | ||||
Fees paid indirectly (Note 1D) | (12 | ) | ||||
Net Expenses | 13,130 | |||||
Net Investment Income | 586,006 | |||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||||
Net realized gain from investment transactions | 6,959 | |||||
Net change in unrealized appreciation (depreciation) of investments | (21,390 | ) | ||||
Net Loss on Investments | (14,431 | ) | ||||
Net Increase in Net Assets From Operations | $ | 571,575 | ||||
See Notes to Financial Statements. |
19
S T A T E M E N T S O F C H A N G E S I N N E T A S S E T S
For the Six Months Ended February 28, 2005 (unaudited)
and the Year Ended August 31, 2004
2005 | 2004 | |||||
OPERATIONS: | ||||||
Net investment income | $ | 586,006 | $ | 75,713 | ||
Net realized gain | 6,959 | 6,335 | ||||
Net change in unrealized appreciation (depreciation) | (21,390 | ) | (710 | ) | ||
Increase in Net Assets From Operations | 571,575 | 81,338 | ||||
CAPITAL TRANSACTIONS: | ||||||
Proceeds from contributions | 154,064,059 | 4,054,815 | ||||
Value of withdrawals | (1,615,396 | ) | (13,068,355 | ) | ||
Increase (Decrease) in Net Assets From | ||||||
Capital Transactions | 152,448,663 | (9,013,540 | ) | |||
Increase (Decrease) in Net Assets | 153,020,238 | (8,932,202 | ) | |||
NET ASSETS: | ||||||
Beginning of period | 3,995,633 | 12,927,835 | ||||
End of period | $ | 157,015,871 | $ | 3,995,633 | ||
See Notes to Financial Statements. |
20
Institutional Enhanced Portfolio
F I N A N C I A L H I G H L I G H T S
2005 (1) | 2004 | 2003 (2) | |||||||
Total Return(3) | 0.96 | %‡ | 1.32 | % | 0.69 | %‡ | |||
Net Assets, End of Period (000s) | $ | 157,016 | $ | 3,996 | $ | 12,928 | |||
Ratios to Average Net Assets: | |||||||||
Expenses(4)(5) | 0.05 | %† | 0.10 | % | 0.10 | %† | |||
Net investment income | 2.31 | %† | 1.18 | % | 1.28 | %† | |||
Portfolio Turnover | 78 | % | 56 | % | 228 | % | |||
(1) | For the six months ended February 28, 2005 (unaudited). |
(2) | For the period March 11, 2003 (commencement of operations) to August 31, 2003. |
(3) | Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. |
(4) | The ratio of expenses to average net assets will not exceed 0.05% as a result of a voluntary expense limitation, which may be terminated at any time. |
(5) | The Portfolio’s Manager waived a portion of its fees for the six months ended February 28, 2005 and the year ended August 31, 2004 and the period ended August 31, 2003. If such fees were not waived and/or reimbursed, the expense ratios would have been 0.32% (annualized), 1.15% and 1.03% (annualized), respectively. |
‡ | Total return is not annualized, as it may not be representative of the total return for the year. |
† | Annualized. |
See Notes to Financial Statements.
21
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited)
1. Organization and Significant Accounting Policies
Institutional Enhanced Portfolio (the “Portfolio”) is a separate diversified series of Institutional Portfolio (the “Trust”), an open-end diversified management investment company organized as a trust under the laws of the State of New York. The Declaration of Trust permits the Trustees to issue beneficial interests in the Portfolio. Citi Fund Management Inc. (the “Manager”) acts as the Investment Manager.
The following are significant accounting policies consistently followed by the Portfolio. These policies 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 from these estimates.
A. Valuation of Investments. Short-term obligation instruments with less than 60 days remaining to maturity when acquired by the Portfolio are valued at amortized cost, which the Trustees have determined in good faith constitutes fair value.
Debt securities are valued on the basis of valuations furnished by a pricing service which utilizes both dealer-supplied valuations and electronic data processing techniques.
B. Investment Income and Expenses. Investment 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. Federal 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 the subchapter M of the Internal Revenue Code.
D. Fees Paid Indirectly. The Portfolio’s custodian calculates its fees based on the Portfolio’s average daily net assets. The fee is reduced according to a fee arrangement, which provides for custody fees to be reduced based on a formula developed to measure the value of cash deposited with the custodian by the Portfolio. This amount is shown as a reduction of expenses on the Statement of Operations.
22
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)
E. Other. Purchases, maturities and sales of investments are accounted for on the date of the transaction.
2. Management Agreement and Other Transactions with Affiliates
The Manager is responsible for overall management of the Portfolio’s business affairs, and has a Management Agreement with the Portfolio. The Manager or an affiliate also provides certain administrative services to the Portfolio. These administrative services include providing general office facilities and supervising the overall administration of the Portfolio.
The management fees paid to the Manager are accrued daily and payable monthly. The management fee is computed at the annual rate of 0.18% of the Fund’s average daily net assets. The management fee amounted to $25,737, all of which was voluntarily waived for the six months ended February 28, 2005. Such waiver is voluntary and may be terminated at any time at the discretion of the Manager.
The Manager has voluntarily agreed to pay a portion of the unwaived expenses of the Portfolio for the six months ended February 28, 2005, which amounted to $41,511 to maintain a voluntary expense limitation of average daily net assets of 0.05% . This voluntary expense limitation may be discontinued at any time.
The Portfolio pays no compensation directly to any Trustee or any officer who is affiliated with the Manager, all of whom receive remuneration for their services to the Fund from the Manager or its affiliates. Certain of the officers and a Trustee of the Portfolio are officers and a director of the Manager or its affiliates.
3. Investment Transactions
Purchases and sales of investments other than short-term obligations aggregated $46,807,925 and $13,456,750, respectively, for the six months ended February 28, 2005.
At February 28, 2005 the aggregate gross unrealized appreciation (depreciation) for federal income tax purposes was:
Gross unrealized appreciation | $ | 2,634 | ||
Gross unrealized depreciation | (23,596 | ) | ||
Net unrealized depreciation | $ | (20,962 | ) | |
4.Trustee Retirement Plan
The Trustees of the Portfolio have adopted a Retirement Plan for all Trustees who are not “interested persons” of the Portfolio, within the meaning of the 1940 Act. Under the Plan, all Trustees are required to retire from the Board as of the last day of the calendar year in which the applicable Trustee attains age 75 (certain Trustees who had already attained age 75 when the Plan was adopted were required to retire effective December 31, 2003). Trustees may retire under the Plan before attaining the
23
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)
mandatory retirement age. Trustees who have served as Trustee of the Trust or any of the investment companies associated with Citigroup for at least ten years when they retire are eligible to receive the maximum retirement benefit under the Plan. The maximum retirement benefit is an amount equal to five times the amount of retainer and regular meeting fees payable to a Trustee during the calendar year ending on or immediately prior to the applicable Trustee’s retirement. Amounts under the Plan may be paid in installments or in a lump sum (discounted to present value). Benefits under the plan are unfunded. Three former Trustees are currently receiving payments under the plan. In addition, two other former Trustees received a lump sum payment under the plan. The Portfolio’s allocable share of the expenses of the Plan for the six months ended February 28, 2005 and the related liability at February 28, 2005 was not material.
5. Additional Information
In connection with an investigation previously disclosed by Citigroup, the Staff of the Securities and Exchange Commission (“SEC”) has notified Citigroup Asset Management (“CAM”), the Citigroup business unit that includes the funds’ investment manager and other investment advisory companies; Citicorp Trust Bank (“CTB”), an affiliate of CAM; Thomas W. Jones, the former CEO of CAM; and three other individuals, one of whom is an employee and two of whom are former employees of CAM, that the SEC Staff is considering recommending a civil injunctive action and/or an administrative proceeding against each of them relating to the creation and operation of an internal transfer agent unit to serve various CAM-managed funds.
In 1999, CTB entered the transfer agent business. CTB hired an unaffiliated subcontractor to perform some of the transfer agent services. The subcontractor, in exchange, had signed a separate agreement with CAM in 1998 that guaranteed investment management revenue to CAM and investment banking revenue to a CAM affiliate. The subcontractor’s business was later taken over by PFPC Inc., and at that time the revenue guarantee was eliminated and a one-time payment was made by the subcontractor to a CAM affiliate.
CAM did not disclose the revenue guarantee when the boards of various CAM-managed funds hired CTB as transfer agent. Nor did CAM disclose to the boards of the various CAM-managed funds the one-time payment received by the CAM affiliate when it was made. As previously disclosed, CAM has already paid the applicable funds, primarily through voluntary fee waivers, a total of approximately $17 million (plus interest), which is the amount of the revenue received by Citigroup relating to the revenue guarantee.
In addition, the SEC Staff has indicated that it is considering recommending action based on the adequacy of the disclosures made to the fund boards that approved the transfer agency arrangement, CAM’s initiation and operation of,
24
N O T E S T O F I N A N C I A L S T A T E M E N T S (unaudited) (continued)
and compensation for, the transfer agent business and CAM’s retention of, and agreements with, the subcontractor.
Citigroup is cooperating fully in the SEC’s investigation and is seeking to resolve the matter in discussions with the SEC Staff. On January 20, 2005, Citigroup stated that it had established an aggregate reserve of $196 million ($25 million in the third quarter of 2004 and $171 million in the fourth quarter of 2004) related to its discussions with the SEC Staff. Settlement negotiations are ongoing and any settlement of this matter with the SEC will require approval by the Citigroup Board and acceptance by the Commission.
Unless and until any settlement is consummated, there can be no assurance that any amount reserved by Citigroup will be distributed. Nor is there at this time any certainty as to how the proceeds of any settlement would be distributed, to whom any such distribution would be made, the methodology by which such distribution would be allocated, and when such distribution would be made.
Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the funds. The Portfolio did not implement the contractual arrangement described above and will not receive any payments.
25
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. | [RESERVED] |
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable. | |
ITEM 8. | [RESERVED] |
ITEM 9. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable. | |
ITEM 10. | 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 registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. | ||
ITEM 11. | EXHIBITS. | ||
(a) Not applicable. | |||
Exhibit 99.CODE ETH | |||
(b) Attached hereto. | |||
Exhibit 99.CERT | Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | ||
Exhibit 99.906CERT | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
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.
Institutional Portfolio
By: | /s/ R. Jay Gerken |
(R. Jay Gerken) | |
Chief Executive Officer of | |
Institutional Portfolio | |
Date: | May 6, 2005 |
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/ R. Jay Gerken |
(R. Jay Gerken) | |
Chief Executive Officer of | |
Institutional Portfolio | |
Date: | May 6, 2005 |
By: | /s/ Frances M. Guggino |
(Frances M. Guggino) | |
Chief Financial Officer of | |
Institutional Portfolio | |
Date: | May 6, 2005 |