Exhibit (a)(5)
MASTER INVESTMENT PORTFOLIO
Amendment No 2
to the
Amended and Restated Agreement and Declaration of Trust
THIS AMENDMENT NO. 2, dated as of November 13, 2009, to the Amended and
Restated Agreement and Declaration of Trust, dated November 17, 2006 (the
"Declaration of Trust"), of Master Investment Portfolio (the "Trust"), is made
by each of the undersigned trustees (the "Trustees"). Capitalized terms used
herein and not otherwise defined have their meanings ascribed in the
Declaration of Trust.
WHEREAS, the Trustees desire to amend the Declaration of Trust as set forth
below.
NOW, THEREFORE, the Declaration of Trust is hereby amended as follows:
1. Amendment of Article IX, Section 1(d)
Article IX, Section 1(d) of the Declaration of Trust is hereby deleted and
replaced with the following:
(d) To the maximum extent permitted by applicable law, expenses in
connection with the preparation and presentation of a defense to any claim,
action, suit, or proceeding of the character described in paragraph (a) of
this Article IX, Section 1 may be paid by the Trust or Series from time to
time prior to final disposition thereof upon receipt of an undertaking by or
on behalf of such Covered Person that such amount will be repaid by such
Covered Person to the Trust or Series if it ultimately is determined that he
or she is not entitled to indemnification under this Article IX, Section 1;
provided, however, that either (i) such Covered Person shall have provided a
surety bond or some other appropriate security for such undertaking;
(ii) the Trust or Series thereof is insured against losses arising out of
any such advance payments, or (iii) either a majority of the Trustees who
are neither Interested Persons of the Trust nor parties to the matter, or
independent legal counsel in a written opinion, shall have determined, based
upon a review of readily-available facts (as opposed to a trial-type inquiry
or full investigation), that there is a reason to believe that such Covered
Person will be entitled to indemnification under this Article IX, Section 1.
In connection with any determination pursuant to clause (iii) of the
preceding sentence, any Covered Person who is a Trustee and is not an
Interested Person of the Trust and any Covered Person who has been a Trustee
and at such time was not an Interested Person of the Trust shall be entitled
to a rebuttable presumption that he or she has not engaged in willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his or her office.
2. Other Provisions of the Declaration of Trust not Changed
Except as amended by Section 1 of this Amendment, all provisions of the
Declaration of Trust remain in full force and effect.
IN WITNESS WHEREOF, each of the undersigned Trustees has hereunto set his or
her hand as of the day and year first above written.
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Xxxx X. X. Xxxxxxxxx A. Xxxx Xxxxx
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Xxx X. Xxxxxxxxx Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxx Xxxxxx-Xxxxxx
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Xxx Xxxxx H. Xxxxxxx Xxxxxxxx
