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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Mary G. F. Bitterman                  A. John Gambs

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Lee T. Kranefuss                      Hayne E. Leland

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Jeffrey M. Lyons                      Wendy Paskin-Jordan

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Leo Soong                             H. Michael Williams