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– Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/26/07 Morgan Stanley Inst’l Fund Inc 485BPOS¶ 9/27/07 10:1.2M Merrill Corp-MD/FA → U.S. Small/Mid Cap Value Portfolio ⇒ Class I — Class P |
Document/Exhibit Description Pages Size 1: 485BPOS Post-Effective Amendment HTML 743K 10: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 9K 2: EX-99.(A)(34) Miscellaneous Exhibit HTML 67K 3: EX-99.(A)(34)(B) Ex-99.(B)(5)-Am. & Rstd. By-Laws HTML 57K 4: EX-99.(D)(7) Ex-99.(D)(7)-Supp to Inv. Adv. HTML 15K 5: EX-99.(G)(3) Ex-99.(G)(3)-Am. Cust. Agrmnt. HTML 27K 6: EX-99.(I)(13) Miscellaneous Exhibit HTML 14K 7: EX-99.(I)(14) Ex-99.(H)(14) HTML 24K 8: EX-99.(M)(2) Ex-99.(M)(2)-Restated 12B-1 HTML 29K 9: EX-99.(Q) Miscellaneous Exhibit HTML 59K
Exhibit 99.(i)(14)
Morgan Stanley Institutional Fund, Inc.
522 Fifth Avenue
Re: |
Morgan Stanley Institutional Fund, Inc., a Maryland corporation (the “Fund”) – Registration of shares of the portfolio, and classes of such portfolio, of stock of the Fund listed on Schedule 1 attached hereto (the “Shares”) pursuant to Registration Statement on Form N-1A (Securities Act File No. 033-23166 and Investment Company Act File No. 811-05624), as amended and supplemented (the “Registration Statement”) |
Ladies and Gentlemen:
We have acted as Maryland corporate counsel to the Fund in connection with the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “Investment Company Act”), by the Fund on Form N-1A, originally filed with the Securities and Exchange Commission (the “Commission”) on or about July 25, 1988, as amended by Post-Effective Amendment No. 71 under the Securities Act and Amendment No. 72 under the Investment Company Act to be filed with the Commission on or about the date hereof. You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland corporate counsel to the Fund and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
In reaching the opinion set forth below, we have assumed the following:
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Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of the Investment Company Act, the Securities Act or any other federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is
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expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.
Clifford Chance US LLP may rely upon this opinion, in its capacity as securities counsel to the Fund, in connection with the registration of the Shares and in rendering its opinion to the Fund in connection therewith.
We consent to your filing this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours, |
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SCHEDULE 1
PORTFOLIO, AND CLASSES
OF SUCH PORTFOLIO, OF STOCK OF
MORGAN STANLEY INSTITUTIONAL FUND, INC.
NAME OF CLASS |
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NUMBER OF SHARES OF |
|
|
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|
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U.S. Small/Mid Cap Value Portfolio — Class A |
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500,000,000 shares |
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U.S. Small/Mid Cap Value Portfolio — Class B |
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500,000,000 shares |
|
Total |
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1,000,000,000 shares |
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This ‘485BPOS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Effective on: | 9/27/07 | |||
Filed on: | 9/26/07 | CORRESP | ||
9/24/07 | ||||
7/31/03 | 497 | |||
List all Filings |