December 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
Institutional International Funds, Inc.
Foreign Equity Fund
100 East Pratt Street
Baltimore, Maryland 21202
File Number 33-29697
Gentlemen:
In accordance with the provisions of Rule 24f-2, the Institutional
International Funds, Inc. hereby files its Rule 24f-2 Notice on behalf of
its Foreign Equity Fund ("Foreign Equity Fund").
This "Rule 24f-2 Notice" is being filed for the Fiscal Year ending
October 31, 1994 for the Foreign Equity Fund.
42,076,486 shares of capital stock of the Foreign Equity Fund were
sold during the Fiscal Year.
All 42,076,486 shares of capital stock of the Foreign Equity Fund
were sold during the Fiscal Year in reliance upon the Declaration of the
Foreign Equity Fund of an indefinite amount of securities under Rule 24f-2
("24f-2 Declaration").
Attached to this Rule 24f-2 Notice, and made a part hereof, is an
opinion of counsel indicating that the securities, the registration of
which the Notice makes definite in number, were legally issued, fully
paid, and non-assessable.
<PAGE>
In accordance with subsection (c) of Rule 24f-2, the registration fee
in the amount of $170,840.86 for the Foreign Equity Fund has been forwarded
to Mellon Bank, Pittsburgh, Pennsylvania. The fee computation is based
upon the actual aggregate sale price for which such securities were sold
during the Fiscal Year, reduced by the difference between:
(1) The actual aggregate redemption price of the shares
redeemed by the Fund during the Fiscal Year, and
(2) The actual aggregate redemption price of such
redeemed shares previously applied by the Fund
pursuant to Rule 24e-2(a) in filings made pursuant
to Section 24(e)(1) of the Investment Company Act of
1940.
Aggregate Sale Price
for Shares Sold
During Fiscal Year
in Reliance Upon
the 24f-2 Declaration $589,524,269
Reduced by the
Difference Between
(1) Aggregate Redemption
Price of Shares
Redeemed During
the Fiscal Year $ 94,089,247
and,
(2) Aggregate Redemption
Price of Redeemed Shares
Previously Applied by
Fund Pursuant to
Rule 24e-2(a) Filings
Made Pursuant to Section
24(e)(1) of Investment
Company Act of 1940 $ - 0 -
Equals $495,435,022
Any questions regarding the matter should be addressed
to Henry H. Hopkins, Esquire at the above address.
Very truly yours,
/s/ CARMEN F. DEYESU
December 27, 1994
Institutional International Funds, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
Institutional International Funds, Inc., a Maryland corporation
(the "Corporation"), on behalf of its designated series, Foreign Equity Fund,
is filing with the Securities and Exchange Commission a Rule 24f-2 Notice
containing the information specified in paragraph (b)(1) of Rule 24f-2 under
the Investment Company Act of 1940 (the "Rule"). The effect of the Rule 24f-2
Notice, when accompanied by this Opinion and by the filing fee, if any,
payable as prescribed in paragraph (c) of the Rule will be to make definite in
number the number of shares sold by the Corporation during the fiscal year
beginning November 1, 1993 and ending October 31, 1994 in reliance upon the
Rule (the "Rule 24f-2 Shares").
We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the Rule 24f-2 Shares. We have
examined copies, either certified or otherwise proven to our satisfaction to
be genuine, of its Charter and By-Laws, as currently in effect, and a
certificate dated December 8, 1994 issued by the Department of Assessments and
Taxation of the State of Maryland, certifying the existence and good standing
of the Corporation. We have also reviewed the Corporation's Registration
Statement on Form N-1A and the form of the Rule 24f-2 Notice being filed by
the Corporation. We are generally familiar with the corporate affairs of the
Corporation.
The Corporation has advised us that the Rule 24f-2 Shares were
sold in the manner contemplated by the prospectus of the Corporation that was
current and effective under the Securities Act of 1933 at the time of sale,
and that the Rule 24f-2 Shares were sold in numbers within the limits
prescribed by the Charter of the Corporation and that the Corporation received
with respect to the Rule 24f-2 Shares consideration in an amount of not less
than the par value thereof as required by the laws of Maryland and not less
than the net asset value thereof as required by the Investment Company Act of
1940.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is legally
existing under the laws of the State of Maryland.
2. The Corporation is authorized to issue one billion
(1,000,000,000) shares of capital stock, par value one cent ($0.01) per share.
Under Maryland law (a) the number of authorized shares may be increased or
decreased by action of the Board of Directors and (b) shares which were issued
and which have subsequently been redeemed by the Corporation are by virtue of
such redemption, restored to the status of authorized and unissued shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid
and non-assessable.
<PAGE>
We hereby consent to the filing of this Opinion with the
Securities and Exchange Commission together with the Rule 24f-2 Notice of the
Corporation, and to the filing of this Opinion under the Securities laws of
any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the
extent that any opinion herein involves the law of the State of Maryland, such
opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of the State of Maryland
and, where applicable, published cases, rules or regulations of regulatory
bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman
