EX-99.(I) 9 dex99i.txt CONSENT OF COUNSEL (SIDLEY AUSTIN LLP) Exhibit (i) [LOGO] SIDLEY AUSTIN LLP SIDLEY AUSTIN LLP BEIJING NEW YORK ----------------- 787 SEVENTH AVENUE BRUSSELS PALO ALTO SIDLEY NEW YORK, NY 10019 CHICAGO SAN FRANCISCO (212) 839 5300 DALLAS SHANGHAI (212) 839 5599 FAX FRANKFURT SINGAPORE GENEVA SYDNEY HONG KONG TOKYO LONDON WASHINGTON, D.C. LOS ANGELES FOUNDED 1866 April 28, 2010 Master Investment Portfolio 400 Howard Street San Francisco, CA 94105 Re: Amendment No. 40 to the Registration Statement on Form N-1A for the Master Investment Portfolio (File No. 811-08162) ------------------------------------------------ Ladies and Gentlemen: We hereby consent to the use of our name and to the reference to us under the caption "Legal Counsel" in the statement of additional information, which is included as part of the registration statement on Form N-1A of the Master Investment Portfolio (the "Registration Statement"). In addition, we hereby consent to your filing this letter with the Securities and Exchange Commission (the "Commission"), together with the Registration Statement. Except as provided in this paragraph, this letter may not be relied upon by, or filed with, any other parties or used for any other purpose. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. Very truly yours, SIDLEY AUSTIN LLP Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships