UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-06740
(Exact name of registrant as specified in charter)
One Madison Avenue, 17th Floor, New York, NY 10010
(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:
| ITEM 1. | REPORT TO STOCKHOLDERS |
(a) The Report to Shareholders is filed herewith
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Annual Shareholder Report |
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Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
Institutional Shares1
|
$
|
|
| * | 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. |
| 1 | The expense table reflects the expenses of both the feeder Fund and the master Fund. |
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Total Net Assets
|
$
|
|
Total Number of Portfolio Holdings (reflects holdings of U.S. Treasury Obligations Portfolio)
|
|
|
Total Management Fee Paid
|
$
|
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | PAGE 1 | WIO0L-ATSR-1026 |

| * | Reflects holdings of U.S. Treasury Obligations Portfolio. |
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WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
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Additional information is available on
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• prospectus • proxy voting information • financial information • holdings • tax information
|
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | PAGE 2 | WIO0L-ATSR-1026 |
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Annual Shareholder Report |
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Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
Investor Shares1
|
$
|
|
| * | 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. |
| 1 | The expense table reflects the expenses of both the feeder Fund and the master Fund. |
|
Total Net Assets
|
$
|
|
Total Number of Portfolio Holdings (reflects holdings of U.S. Treasury Obligations Portfolio)
|
|
|
Total Management Fee Paid
|
$
|
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | PAGE 1 | WIO0I-ATSR-1026 |

| * | Reflects holdings of U.S. Treasury Obligations Portfolio. |
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WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
|
|
Additional information is available on
|
|
|
• prospectus • proxy voting information • financial information • holdings • tax information
|
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | PAGE 2 | WIO0I-ATSR-1026 |
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Annual Shareholder Report |
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Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
Administrative Shares1
|
$
|
|
| * | 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. |
| 1 | The expense table reflects the expenses of both the feeder Fund and the master Fund. |
|
Total Net Assets
|
$
|
|
Total Number of Portfolio Holdings (reflects holdings of U.S. Treasury Obligations Portfolio)
|
|
|
Total Management Fee Paid
|
$
|
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | PAGE 1 | WIOAD-ATSR-1026 |

| * | Reflects holdings of U.S. Treasury Obligations Portfolio. |
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WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
|
|
Additional information is available on
|
|
|
• prospectus • proxy voting information • financial information • holdings • tax information
|
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | PAGE 2 | WIOAD-ATSR-1026 |
(b) Not applicable
| ITEM 2. | CODE OF ETHICS. |
(a) The Registrant has adopted a code of ethics that applies to its principal executive officer and principal financial officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 19(a) (1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officer and principal financial officer.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Trustees of the Registrant has determined that Robert Abeles, Jr., possesses the technical attributes identified in Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Abeles, Jr. as the Audit Committee’s financial expert. Mr. Abeles, Jr. is an “independent” Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
a) Audit Fees. The aggregate fees billed in the last two fiscal years ending August 28, 2025 and August 28, 2026 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $184,053 in August 28, 2025 and $185,894 in August 28, 2026.
b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in August 28, 2025 and $0 in August 28, 2026.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $47,200 in August 28, 2025 and $47,200 in August 28, 2026. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to the Registrant’s investment manager and any entity controlling, controlled by, or under common control with the investment manager that provides ongoing services to the Registrant (“Service Affiliates”) during the Reporting Periods that required pre-approval by the Audit Committee.
d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor to the Registrant, other than the services reported in paragraphs (a) through (c) of this item, were $0 in August 28, 2025 and $0 in August 28, 2026.
There were no other non-audit services rendered by the Auditor to the Service Affiliates requiring pre-approval by the Audit Committee in the Reporting Periods.
(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by the Registrant’s investment manager or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and the Covered Service Providers constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to the Registrant and the Service Affiliates during the reporting period were $334,889 in August 28, 2025 and $344,935 in August 28, 2026.
(h) Yes. The Registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor’s independence. All services provided by the Auditor to the Registrant or to the Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) 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 HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |

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1
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|
2
| |
|
3
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|
4
| |
|
7
| |
|
12
| |
|
13
| |
|
14
| |
|
14
| |
|
14
| |
|
15
| |
|
| |
|
19
| |
|
21
|
|
22
| |
|
23
| |
|
24
| |
|
25
| |
|
29
| |
|
30
| |
|
30
| |
|
30
| |
|
31
|
|
Assets:
|
|
|
Investment
in U.S. Treasury Obligations Portfolio, at value |
$628,699,537
|
|
Prepaid
expenses |
30,940
|
|
Total
Assets |
628,730,477
|
|
Liabilities:
|
|
|
Distributions
payable |
1,434,066
|
|
Investment
management fee payable |
75,297
|
|
Service
and/or distribution fees payable |
69,445
|
|
Payable
for Fund shares repurchased |
9,934
|
|
Trustees’
fees payable |
608
|
|
Accrued
expenses |
48,941
|
|
Total
Liabilities |
1,638,291
|
|
Total
Net Assets |
$627,092,186
|
|
Net
Assets: |
|
|
Par
value (Note
5) |
$6,270
|
|
Paid-in
capital in excess of par value |
626,971,686
|
|
Total
distributable earnings (loss)
|
114,230
|
|
Total
Net Assets |
$627,092,186
|
|
Net
Assets: |
|
|
Institutional
Shares |
$243,594,218
|
|
Investor
Shares |
$546,122
|
|
Administrative
Shares |
$382,951,846
|
|
Shares
Outstanding: |
|
|
Institutional
Shares |
243,558,623
|
|
Investor
Shares |
545,894
|
|
Administrative
Shares |
382,860,165
|
|
Net
Asset Value: |
|
|
Institutional
Shares
|
$1.00
|
|
Investor
Shares
|
$1.00
|
|
Administrative
Shares
|
$1.00
|
|
Investment
Income: |
|
|
Income
from U.S. Treasury Obligations Portfolio |
$22,050,778
|
|
Allocated
expenses from U.S. Treasury Obligations Portfolio |
(190,715
) |
|
Total
Investment Income |
21,860,063
|
|
Expenses:
|
|
|
Investment
management fee (Note
2) |
1,442,442
|
|
Service
and/or distribution fees
(Notes 2 and 3)
|
885,918
|
|
Transfer
agent fees |
86,383
|
|
Registration
fees |
59,470
|
|
Legal
fees |
35,775
|
|
Audit
and tax fees |
22,773
|
|
Trustees’
fees |
17,510
|
|
Fund
accounting fees |
9,174
|
|
Shareholder
reports |
7,092
|
|
Insurance
|
4,782
|
|
Miscellaneous
expenses |
12,270
|
|
Total
Expenses |
2,583,589
|
|
Less:
Fee waivers and/or expense reimbursements (Notes
2 and 3) |
(816,717
) |
|
Net
Expenses |
1,766,872
|
|
Net
Investment Income |
20,093,191
|
|
Net
Realized Gain on Investments From U.S. Treasury Obligations Portfolio |
106,554
|
|
Increase
in Net Assets From Operations |
$20,199,745
|
|
For
the Years Ended August 31, |
2026
|
2025
|
|
Operations:
|
|
|
|
Net
investment income
|
$20,093,191
|
$23,090,788
|
|
Net
realized gain
|
106,554
|
1,332
|
|
Increase
in Net Assets From Operations |
20,199,745
|
23,092,120
|
|
Distributions
to Shareholders From (Notes
1 and 4): |
|
|
|
Total
distributable earnings |
(20,088,291
) |
(23,090,803
) |
|
Decrease
in Net Assets From Distributions to Shareholders |
(20,088,291
) |
(23,090,803
) |
|
Fund
Share Transactions (Note
5): |
|
|
|
Net
proceeds from sale of shares
|
3,971,906,329
|
1,694,219,936
|
|
Reinvestment
of distributions |
3,076,574
|
4,981,438
|
|
Cost
of shares repurchased
|
(3,966,662,628
) |
(1,533,868,072
) |
|
Increase
in Net Assets From Fund Share Transactions |
8,320,275
|
165,333,302
|
|
Increase
in Net Assets |
8,431,729
|
165,334,619
|
|
Net
Assets: |
|
|
|
Beginning
of year |
618,660,457
|
453,325,838
|
|
End
of year |
$627,092,186
|
$618,660,457
|
|
For
a share of each class of beneficial interest outstanding throughout each year ended August 31: | |||||
|
Institutional
Shares |
2026
|
2025
|
2024
|
2023
|
2022
|
|
Net
asset value, beginning of year |
$1.000
|
$1.000
|
$1.000
|
$1.000
|
$1.000
|
|
Income
(loss) from operations: | |||||
|
Net
investment income |
0.036
|
0.044
|
0.052
|
0.043
|
0.004
|
|
Net
realized gain (loss)1
|
0.000
|
0.000
|
0.000
|
0.000
|
(0.000
) |
|
Total
income from operations |
0.036
|
0.044
|
0.052
|
0.043
|
0.004
|
|
Less
distributions from: |
|
|
|
|
|
|
Net
investment income |
(0.036
) |
(0.044
) |
(0.052
) |
(0.043
) |
(0.004
) |
|
Total
distributions
|
(0.036
) |
(0.044
) |
(0.052
) |
(0.043
) |
(0.004
) |
|
Net
asset value, end of year |
$1.000
|
$1.000
|
$1.000
|
$1.000
|
$1.000
|
|
Total
return2
|
3.70
% |
4.45
% |
5.33
% |
4.34
% |
0.45
% |
|
Net
assets, end of year (000s) |
$243,594
|
$136,286
|
$123,523
|
$134,967
|
$7,581
|
|
Ratios
to average net assets: | |||||
|
Gross
expenses3
|
0.33
% |
0.33
% |
0.34
% |
0.34
% |
0.83
% |
|
Net
expenses3,4,5
|
0.18
|
0.18
|
0.18
|
0.18
|
0.13
|
|
Net
investment income |
3.64
|
4.33
|
5.21
|
4.55
|
0.47
|
|
1
|
Amount
represents less than $0.0005 or greater than $(0.0005) per share. |
|
2
|
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.
|
|
3
|
Includes
the Fund’s share of U.S. Treasury Obligations Portfolio’s allocated expenses. |
|
4
|
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, 2026 without the Board of Trustees’ consent. Additional amounts may be voluntarily waived and/or
reimbursed
from time to time.
|
|
5
|
Reflects
fee waivers and/or expense reimbursements. |
|
For
a share of each class of beneficial interest outstanding throughout each year ended August 31: | |||||
|
Investor
Shares |
2026
|
2025
|
2024
|
2023
|
2022
|
|
Net
asset value, beginning of year |
$1.000
|
$1.000
|
$1.000
|
$1.000
|
$1.000
|
|
Income
(loss) from operations: | |||||
|
Net
investment income |
0.036
|
0.043
|
0.052
|
0.042
|
0.004
|
|
Net
realized gain (loss)1
|
0.000
|
0.000
|
0.000
|
0.000
|
(0.000
) |
|
Total
income from operations |
0.036
|
0.043
|
0.052
|
0.042
|
0.004
|
|
Less
distributions from: |
|
|
|
|
|
|
Net
investment income |
(0.036
) |
(0.043
) |
(0.052
) |
(0.042
) |
(0.004
) |
|
Total
distributions
|
(0.036
) |
(0.043
) |
(0.052
) |
(0.042
) |
(0.004
) |
|
Net
asset value, end of year |
$1.000
|
$1.000
|
$1.000
|
$1.000
|
$1.000
|
|
Total
return2
|
3.64
% |
4.40
% |
5.28
% |
4.29
% |
0.42
% |
|
Net
assets, end of year (000s) |
$546
|
$549
|
$4,114
|
$6,342
|
$10,274
|
|
Ratios
to average net assets: | |||||
|
Gross
expenses3
|
5.33
% |
1.78
% |
0.96
% |
0.73
% |
0.96
% |
|
Net
expenses3,4,5
|
0.23
|
0.23
|
0.23
|
0.23
|
0.16
|
|
Net
investment income |
3.58
|
4.42
|
5.16
|
4.08
|
0.55
|
|
1
|
Amount
represents less than $0.0005 or greater than $(0.0005) per share. |
|
2
|
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.
|
|
3
|
Includes
the Fund’s share of U.S. Treasury Obligations Portfolio’s allocated expenses. |
|
4
|
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, 2026 without the Board of Trustees’ consent. Additional amounts may be voluntarily waived and/or
reimbursed
from time to time.
|
|
5
|
Reflects
fee waivers and/or expense reimbursements. |
|
For
a share of each class of beneficial interest outstanding throughout each year ended August 31: | |||||
|
Administrative
Shares |
2026
|
2025
|
2024
|
2023
|
2022
|
|
Net
asset value, beginning of year |
$1.000
|
$1.000
|
$1.000
|
$1.000
|
$1.000
|
|
Income
(loss) from operations: | |||||
|
Net
investment income |
0.034
|
0.042
|
0.050
|
0.040
|
0.004
|
|
Net
realized gain (loss)1
|
0.000
|
0.000
|
0.000
|
0.000
|
(0.000
) |
|
Total
income from operations |
0.034
|
0.042
|
0.050
|
0.040
|
0.004
|
|
Less
distributions from: |
|
|
|
|
|
|
Net
investment income |
(0.034
) |
(0.042
) |
(0.050
) |
(0.040
) |
(0.004
) |
|
Total
distributions
|
(0.034
) |
(0.042
) |
(0.050
) |
(0.040
) |
(0.004
) |
|
Net
asset value, end of year |
$1.000
|
$1.000
|
$1.000
|
$1.000
|
$1.000
|
|
Total
return2
|
3.48
% |
4.24
% |
5.11
% |
4.12
% |
0.36
% |
|
Net
assets, end of year (millions) |
$383
|
$482
|
$326
|
$395
|
$382
|
|
Ratios
to average net assets: | |||||
|
Gross
expenses3
|
0.52
% |
0.52
% |
0.53
% |
0.52
% |
0.52
% |
|
Net
expenses3,4,5
|
0.39
|
0.39
|
0.39
|
0.39
|
0.22
|
|
Net
investment income |
3.44
|
4.13
|
5.00
|
4.03
|
0.35
|
|
1
|
Amount
represents less than $0.0005 or greater than $(0.0005) per share. |
|
2
|
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.
|
|
3
|
Includes
the Fund’s share of U.S. Treasury Obligations Portfolio’s allocated expenses. |
|
4
|
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
Administrative
Shares did not exceed 0.40%. This expense limitation arrangement cannot be terminated prior to
December
31, 2026 without the Board of Trustees’ consent. Additional amounts may be voluntarily waived and/or
reimbursed
from time to time. |
|
5
|
Reflects
fee waivers and/or expense reimbursements. |
|
Average
Daily Net Assets |
Annual
Rate |
|
First
$1 billion |
0.250
% |
|
Next
$1 billion |
0.225
|
|
Next
$3 billion |
0.200
|
|
Next
$5 billion |
0.175
|
|
Over
$10 billion |
0.150
|
|
|
Service
and/or
Distribution
Fees |
Transfer
Agent
Fees
|
|
Institutional
Shares |
—
|
$28,691
|
|
Investor
Shares |
$553
†
|
27,167
|
|
Administrative
Shares |
885,365
|
30,525
|
|
Total
|
$885,918
|
$86,383
|
|
†
|
Amount
shown is exclusive of waivers. For the year ended August 31, 2026, the service and/or distribution fees
waived
amounted to $276 for Investor Shares. The Board has determined that, until December 31, 2026, 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, 2026 without the Board’s consent. Additional amounts
may
be voluntarily waived or reduced from time to time. |
|
|
Waivers/Expense
Reimbursements
|
|
Institutional
Shares |
$201,769
|
|
Investor
Shares |
28,179
|
|
Administrative
Shares |
586,769
|
|
Total
|
$816,717
|
|
|
Year
Ended
August
31, 2026 |
Year
Ended
August
31, 2025 |
|
Net
Investment Income: |
|
|
|
Institutional
Shares |
$4,860,340
|
$6,645,710
|
|
Investor
Shares |
19,805
|
88,209
|
|
Administrative
Shares |
15,208,146
|
16,356,884
|
|
Total
|
$20,088,291
|
$23,090,803
|
|
|
Year
Ended
August
31, 2026 |
Year
Ended
August
31, 2025 |
|
Institutional
Shares |
|
|
|
Shares
sold |
2,657,860,886
|
892,022,728
|
|
Shares
issued on reinvestment |
3,056,743
|
4,904,753
|
|
Shares
repurchased |
(2,553,639,802
) |
(884,164,681
) |
|
Net
increase |
107,277,827
|
12,762,800
|
|
Investor
Shares |
|
|
|
Shares
sold |
—
|
—
|
|
Shares
issued on reinvestment |
16,223
|
76,685
|
|
Shares
repurchased |
(19,662
) |
(3,640,779
) |
|
Net
decrease |
(3,439
) |
(3,564,094
) |
|
Administrative
Shares |
|
|
|
Shares
sold |
1,314,045,443
|
802,197,208
|
|
Shares
issued on reinvestment |
3,608
|
—
|
|
Shares
repurchased |
(1,413,003,164
) |
(646,062,612
) |
|
Net
increase (decrease) |
(98,954,113
) |
156,134,596
|
|
|
2026
|
2025
|
|
Distributions
paid from: |
|
|
|
Ordinary
income |
$20,073,899
|
$23,090,803
|
|
Net
long-term capital gains |
14,392
|
—
|
|
Total
distributions paid |
$20,088,291
|
$23,090,803
|
|
Undistributed
ordinary income — net |
$1,548,296
|
|
Other
book/tax temporary differences(a)
|
(1,434,066)
|
|
Total
distributable earnings (loss) — net |
$114,230
|
|
(a)
|
Other
book/tax temporary differences are attributable to distributions payable. |
|
|
Pursuant
to: |
Amount
Reported |
|
Long-Term
Capital Gain Dividends Distributed |
§852(b)(3)(C)
|
$14,392
|
|
Qualified
Net Interest Income (QII) |
§871(k)(1)(C)
|
$20,100,609
|
|
Short-Term
Capital Gain Dividends Distributed |
§871(k)(2)(C)
|
$92,162
|
|
Section
163(j) Interest Earned |
§163(j)
|
$20,100,609
|
|
Interest
Earned from Federal Obligations |
Note
(1) |
$11,647,041
|
|
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. | |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
Short-Term
Investments — 107.9% | |||||
|
U.S.
Treasury Bills — 69.0% | |||||
|
U.S.
Treasury Bills |
0.000%
|
9/1/26
|
$25,900,000
|
$25,900,000
(a)
| |
|
U.S.
Treasury Bills |
2.463%
|
9/3/26
|
100,000,000
|
99,980,000
(a)
| |
|
U.S.
Treasury Bills |
3.282%
|
9/8/26
|
15,600,000
|
15,588,961
(a)
| |
|
U.S.
Treasury Bills |
3.484%
|
9/15/26
|
45,000,000
|
44,936,708
(a)
| |
|
U.S.
Treasury Bills |
3.537%
|
9/17/26
|
25,000,000
|
24,959,556
(a)
| |
|
U.S.
Treasury Bills |
3.613%
|
9/22/26
|
50,000,000
|
49,893,138
(a)
| |
|
U.S.
Treasury Bills |
3.660%
|
9/24/26
|
10,000,000
|
9,976,393
(a)
| |
|
U.S.
Treasury Bills |
3.657%
|
9/29/26
|
40,000,000
|
39,886,013
(a)
| |
|
U.S.
Treasury Bills |
3.673%
|
10/1/26
|
75,000,000
|
74,770,557
(a)
| |
|
U.S.
Treasury Bills |
3.732%
|
10/6/26
|
10,000,000
|
9,963,931
(a)
| |
|
U.S.
Treasury Bills |
3.712%
|
10/8/26
|
40,000,000
|
39,848,495
(a)
| |
|
U.S.
Treasury Bills |
3.699%
|
10/13/26
|
30,000,000
|
29,871,900
(a)
| |
|
U.S.
Treasury Bills |
3.807%
|
10/15/26
|
10,000,000
|
9,954,044
(a)
| |
|
U.S.
Treasury Bills |
3.708%
|
10/20/26
|
10,000,000
|
9,950,251
(a)
| |
|
U.S.
Treasury Bills |
3.789%
|
10/22/26
|
10,000,000
|
9,947,158
(a)
| |
|
U.S.
Treasury Bills |
3.887%
|
10/29/26
|
15,240,000
|
15,146,341
(a)
| |
|
U.S.
Treasury Bills |
3.829%
|
11/5/26
|
25,000,000
|
24,830,729
(a)
| |
|
U.S.
Treasury Bills |
3.820%
|
11/12/26
|
25,000,000
|
24,813,250
(a)
| |
|
U.S.
Treasury Bills |
3.798%
|
11/19/26
|
20,000,000
|
19,837,282
(a)
| |
|
U.S.
Treasury Bills |
3.811%
|
11/27/26
|
25,000,000
|
24,775,552
(a)
| |
|
U.S.
Treasury Bills |
3.788%
|
12/3/26
|
25,000,000
|
24,761,757
(a)
| |
|
| |||||
|
Total
U.S. Treasury Bills |
629,592,016
| ||||
|
U.S.
Treasury Notes — 11.0% | |||||
|
U.S.
Treasury Notes (3 mo. U.S. Treasury Money
Market
Yield + 0.205%) |
4.011%
|
10/31/26
|
100,000,000
|
100,037,537
(b)
| |
|
| |||||
|
Repurchase
Agreements — 27.9% | |||||
|
Bank
of Montreal tri-party repurchase agreement
dated
8/31/26; Proceeds at maturity —
$50,005,083;
(Fully collateralized by U.S.
government
obligations, 3.625% to 4.750% due
8/15/43
to 8/15/55; Market value —
$51,000,078)
|
3.660%
|
9/1/26
|
50,000,000
|
50,000,000
| |
|
Canadian
Imperial Bank of Commerce tri-party
repurchase
agreement dated 8/31/26; Proceeds at
maturity
— $10,001,019; (Fully collateralized by
U.S.
government obligations, 0.000% to 4.750%
due
9/24/26 to 2/15/56; Market value —
$10,201,094)
|
3.670%
|
9/1/26
|
10,000,000
|
10,000,000
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
Repurchase
Agreements — continued | |||||
|
Fixed
Income Clearing Corp. tri-party repurchase
agreement
dated 8/31/26; Proceeds at maturity
—
$10,001,017; (Fully collateralized by U.S.
government
obligations, 4.000% due 1/31/33;
Market
value — $10,200,062) |
3.660%
|
9/1/26
|
$10,000,000
|
$10,000,000
| |
|
HSBC
Bank USA tri-party repurchase agreement
dated
8/31/26; Proceeds at maturity —
$10,001,011;
(Fully collateralized by U.S.
government
obligations, 2.750% to 4.000% due
3/31/28
to 11/15/52; Market value —
$10,201,032)
|
3.640%
|
9/1/26
|
10,000,000
|
10,000,000
| |
|
JPMorgan
Securities LLC tri-party repurchase
agreement
dated 8/31/26; Proceeds at maturity
—
$75,007,625; (Fully collateralized by U.S.
government
obligations, 2.000% due 2/15/50;
Market
value — $76,507,822) |
3.660%
|
9/1/26
|
75,000,000
|
75,000,000
| |
|
Societe
Generale NY tri-party repurchase
agreement
dated 8/31/26; Proceeds at maturity
—
$50,005,083; (Fully collateralized by U.S.
government
obligations, 5.000% due 5/15/46;
Market
value — $51,000,013) |
3.660%
|
9/1/26
|
50,000,000
|
50,000,000
| |
|
TD
Securities LLC tri-party repurchase agreement
dated
8/31/26; Proceeds at maturity —
$50,005,097;
(Fully collateralized by U.S.
government
obligations, 3.375% to 3.750% due
11/30/27
to 4/15/28; Market value —
$51,000,094)
|
3.670%
|
9/1/26
|
50,000,000
|
50,000,000
| |
|
| |||||
|
Total
Repurchase Agreements |
255,000,000
| ||||
|
Total
Investments — 107.9% (Cost — $984,629,553#) |
984,629,553
| ||||
|
Liabilities
in Excess of Other Assets — (7.9)% |
(72,230,824
) | ||||
|
Total
Net Assets — 100.0% |
$912,398,729
| ||||
|
#
|
Aggregate
cost for federal income tax purposes is substantially the same. |
|
(a)
|
Rate
shown represents yield-to-maturity. |
|
(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. |
|
Assets:
|
|
|
Investments,
at value |
$729,629,553
|
|
Repurchase
agreements, at value |
255,000,000
|
|
Cash
|
7,267,252
|
|
Interest
receivable |
380,398
|
|
Prepaid
expenses |
17,300
|
|
Total
Assets |
992,294,503
|
|
Liabilities:
|
|
|
Payable
for securities purchased |
79,806,952
|
|
Trustees’
fees payable |
598
|
|
Accrued
expenses |
88,224
|
|
Total
Liabilities |
79,895,774
|
|
Total
Net Assets |
$912,398,729
|
|
Represented
by: |
|
|
Paid-in
capital |
$912,398,729
|
|
Investment
Income: |
|
|
Interest
|
$22,869,223
|
|
Expenses:
|
|
|
Fund
accounting fees |
66,106
|
|
Audit
and tax fees |
39,443
|
|
Trustees’
fees |
17,635
|
|
Interest
expense
|
1,974
|
|
Custody
fees |
1,789
|
|
Legal
fees |
469
|
|
Miscellaneous
expenses |
69,257
|
|
Total
Expenses |
196,673
|
|
Net
Investment Income |
22,672,550
|
|
Net
Realized Gain on Investments
|
110,291
|
|
Increase
in Net Assets From Operations |
$22,782,841
|
|
For
the Years Ended August 31, |
2026
|
2025
|
|
Operations:
|
|
|
|
Net
investment income
|
$22,672,550
|
$24,723,631
|
|
Net
realized gain
|
110,291
|
1,332
|
|
Increase
in Net Assets From Operations |
22,782,841
|
24,724,963
|
|
Capital
Transactions: |
|
|
|
Proceeds
from contributions |
4,089,432,394
|
1,612,100,834
|
|
Value
of withdrawals |
(3,825,434,539
) |
(1,466,189,673
) |
|
Increase
in Net Assets From Capital Transactions |
263,997,855
|
145,911,161
|
|
Increase
in Net Assets |
286,780,696
|
170,636,124
|
|
Net
Assets: |
|
|
|
Beginning
of year |
625,618,033
|
454,981,909
|
|
End
of year |
$912,398,729
|
$625,618,033
|
|
For
the years ended August 31:
| |||||
|
|
2026
|
2025
|
2024
|
2023
|
2022
|
|
Net
assets, end of year (millions) |
$912
|
$626
|
$455
|
$538
|
$401
|
|
Total
return1
|
3.85
% |
4.60
% |
5.48
% |
4.49
% |
0.54
% |
|
Ratios
to average net assets: | |||||
|
Gross
expenses |
0.03
% |
0.04
% |
0.04
% |
0.04
% |
0.04
% |
|
Net
expenses2
|
0.03
|
0.04
|
0.04
|
0.04
|
0.04
|
|
Net
investment income |
3.78
|
4.47
|
5.34
|
4.45
|
0.53
|
|
1
|
Performance
figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements.
In
the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total
return
would have been lower. Past performance is no guarantee of future results.
|
|
2
|
The
investment manager has voluntarily undertaken to limit Portfolio expenses. Such expense limitations may
fluctuate
daily and are voluntary and temporary and may be terminated by the investment manager at any time
without
notice. |
|
ASSETS
| ||||
|
Description
|
Quoted
Prices
(Level
1) |
Other
Significant
Observable
Inputs
(Level
2) |
Significant
Unobservable
Inputs
(Level
3) |
Total
|
|
Short-Term
Investments† |
—
|
$984,629,553
|
—
|
$984,629,553
|
|
†
|
See
Schedule of Investments for additional detailed categorizations. |
|
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. | |
| 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. |
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.
| ITEM 16. | CONTROLS AND PROCEDURES. |
| (a) | The Registrants acknowledge the Staff’s comment. In future filings on Form N-CSR, the certifications required by Rule 30a-2 and Item 19(a)(3) will include the designations “principal executive officer” and “principal financial officer” in the signature blocks, reflecting the capacity in which each signatory executes the certification, in conformity with the language of the Rule and Form N-CSR. The Registrants may also include each signatory’s actual title with respect to the Funds alongside the required designation. |
| (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) Code of Ethics attached hereto.
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: | October 28, 2026 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | October 28, 2026 | |
| By: | /s/ Christopher Berarducci | |
| Christopher Berarducci | ||
| Principal Financial Officer | ||
| Date: | October 28, 2026 |