EXHIBIT 99.B1(C)
AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
BY THE BOARD OF TRUSTEES
OF
MASTER INVESTMENT PORTFOLIO
(A DELAWARE BUSINESS TRUST)
WHEREAS, under the "Interest" Section of Article III of the Amended and
Restated Agreement and Declaration of Trust (the "Declaration"), the Trustees
are fully empowered to establish and designate new series of Interests in
accordance with the provisions of Section 1; and further, that the Trustees are
authorized to fix and determine the variations in the relative rights and
preferences as between the different series; and
WHEREAS, pursuant to Article III, Section 1, of the Declaration, the
establishment and designation of any series of Interests shall become effective
upon the execution by a majority of the current Trustees of an instrument
setting forth the establishment and designation and the relative rights and
preferences of such series, or as otherwise provided in such instrument; which
instrument shall be considered an amendment to the Declaration; and no vote of
the Holders being necessary under Article X, Section 8, of the Declaration, to
make an amendment;
NOW THEREFORE:
The undersigned, being all of the Trustees of Master Investment Portfolio
(the "Portfolio"), adopted at a meeting held on June 11, 1998, the following
resolutions to establish a new series to serve as the master portfolio for
corresponding feeder funds of other open-end management investment companies
including, but not limited to, MasterWorks Funds Inc. and Xxxxxx Series Trust:
RESOLVED, that pursuant to the powers vested in the Trustees, a new series
of Interests be, and it hereby is, established and designated as the "Money
Market Master Portfolio" (the "New Series"); and
FURTHER RESOLVED, that the New Series shall have exactly the same
preferences, privileges, limitations, and rights, including voting and dividend
rights, as any previously existing series; and
FURTHER RESOLVED, that only the Interests in the New Series shall be
subject to the expenses and fees of the New Series; and further, that the New
Series shall be subject to a pro rata portion of the general expenses and fees
of the Trust, as are any previously existing series; and
FURTHER RESOLVED, that the appropriate Officers of the Trust be, and each
hereby is, authorized and directed to prepare and file with the Securities and
Exchange
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Commission, and with such state securities commissions and authorities
as they deem advisable, any material relating to this Amendment to the
Declaration, and an amendment to the Registration Statement of the Trust on Form
N-1A, containing such current information and revisions as such Officer(s) deems
necessary or appropriate to reflect the changes effected at this meeting, with
advice of counsel, in their sole discretion, and to prepare and file a
certificate of amendment or a certificate of amended and restated Declaration
with the Secretary of State of the State of Delaware and take any and all such
other actions as and when the Officer taking such action, with advice of
counsel, deems necessary or advisable to effect the purpose and intent of the
foregoing resolutions; and
FURTHER RESOLVED, such changes to be effective immediately upon the filing
with the Secretary of State of the State of Delaware of a written certificate
evidencing such clarification to the Declaration; and
FURTHER RESOLVED, that this instrument is to be filed with the minutes of
the Trust's Board of Trustees.
Dated: August 19, 1998 /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Dated: August 19, 1998 /s/ R. XXXX XXXXXX
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R. Xxxx Xxxxxx
Dated: August 19, 1998 /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Dated: August 19, 1998 /s/ W. XXXXXX XXXXXX
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W. Xxxxxx Xxxxxx
Dated: August 19, 1998 /s/ X. XXXXXX XXXXX
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X. Xxxxxx Xxxxx
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