2001 ANNUAL REPORT December 31, 2001 [MORGAN STANLEY LOGO] MORGAN STANLEY INDIA INVESTMENT FUND, INC. MORGAN STANLEY INVESTMENT MANAGEMENT INC. INVESTMENT ADVISER MORGAN STANLEY INDIA INVESTMENT FUND, INC. DIRECTORS AND OFFICERS BARTON M. BIGGS MARIE JOSEPH RAYMOND CHAIRMAN OF THE LAMUSSE BOARD OF DIRECTORS DIRECTOR RONALD E. ROBISON FERGUS REID PRESIDENT AND DIRECTOR DIRECTOR GAETAN BOUIC II STEFANIE V. CHANG DIRECTOR VICE PRESIDENT JOHN S.Y. CHU LORRAINE TRUTEN DIRECTOR VICE PRESIDENT CLIFFORD D'SOUZA JAMES A. GALLO DIRECTOR TREASURER GERARD E. JONES MARY E. MULLIN DIRECTOR SECRETARY NILESH JOSHI BELINDA A. BRADY DIRECTOR ASSISTANT TREASURER INVESTMENT ADVISER MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 ADMINISTRATOR JPMORGAN CHASE BANK 73 TREMONT STREET BOSTON, MASSACHUSETTS 02108 CUSTODIAN JPMORGAN CHASE BANK 3 CHASE METROTECH CENTER BROOKLYN, NEW YORK 11245 SHAREHOLDER SERVICING AGENT AMERICAN STOCK TRANSFER & Trust Company 40 WALL STREET NEW YORK, NEW YORK 10005 (800) 278-4353 LEGAL COUNSEL CLIFFORD CHANCE ROGERS & Wells LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 INDEPENDENT AUDITORS ERNST & YOUNG LLP 200 CLARENDON STREET BOSTON, MASSACHUSETTS 02116 FOR ADDITIONAL FUND INFORMATION, INCLUDING THE FUND'S NET ASSET VALUE PER SHARE AND INFORMATION REGARDING THE INVESTMENTS COMPRISING THE FUND'S PORTFOLIO, PLEASE CALL 1-800-221-6726 OR VISIT OUR WEBSITE AT www.morganstanley.com/im. MORGAN STANLEY INDIA INVESTMENT FUND, INC. OVERVIEW LETTER TO SHAREHOLDERS For the year ended December 31, 2001, the Morgan Stanley India Investment Fund, Inc. (the "Fund") had a total return, based on net asset value per share, of -14.52% compared to -25.82% for the U.S. dollar adjusted Bombay Stock Exchange (BSE) National Index (the "Index"). On December 31, 2001, the closing price of the Fund's shares on the New York Stock Exchange was $8.65, representing a 17.9% discount to the Fund's net asset value per share. MARKET REVIEW 2001 was one of the most difficult years for equity investors in recent history with global markets going through their worst phase since 1973-74. Our strategy was to stick with companies high on corporate governance and management quality that in turn would fit in with our global sector calls. The importance of the latter in the overall investment process cannot be exaggerated as the past few years have dramatically changed the characteristics of the Indian market. The Indian market now looks and behaves like other major global markets. The tight relationship between India and the rest of the world's equity markets (led by the U.S.) is also no longer restricted to sectors like technology. It's almost as tight for telecommunication, financial and industrial sectors. Even the largely domestic oriented consumer sector in the Indian market moves more in line with global trends. A major reason for the strong overall correlation is that the Indian market's composition (on a sector-wide basis) is quite similar to the major global indices. The relative weights of technology, pharmaceuticals, energy and even the overall consumer sector in the Indian market are near identical to the world Index. There are glaring exceptions like financials, where the sector weight in India is half that of the world and emerging market indices. But if the past is any guide, then the odds are the weights will get more aligned in the coming years with the financials in the Indian market appreciating more on a relative basis. Therefore, we continue to have a structural overweight in the financial sector. There are other reasons as well for the overweight in the sector including compelling valuations, a structural decline in the interest rate regime and unrecognized gains in the large bond portfolios. Another sector in which we have moved to an overweight position is basic materials. Commodities have seen the maximum capital discipline over the past decade and have the greatest operating leverage and so a revival in growth could mean disproportionate benefits for commodities. OTHER DEVELOPMENTS On December 13, 2001, the Board of Directors of the Fund authorized the Fund to conduct a tender offer during the second quarter of 2002 for up to 15% of the Funds shares, at a price equal to 95% of the Fund's net asset value per share ("NAV") on the last day of the tender period. The tender offer materials will be mailed to shareholders of the Fund. Sincerely, /s/ Ronald E. Robison Ronald E. Robison President and Director January 2002 2 MORGAN STANLEY INDIA INVESTMENT FUND, INC. December 31, 2001 INVESTMENT SUMMARY Historical Information (Unaudited) TOTAL RETURN (%) -------------------------------------------------------------------------------- MARKET VALUE(1) NET ASSET VALUE(2) INDEX(3) -------------------------------------------------------------------------------- AVERAGE AVERAGE AVERAGE CUMULATIVE ANNUAL CUMULATIVE ANNUAL CUMULATIVE ANNUAL ------------------------------------------------------------------------------------------------------------- One Year -11.68% -11.68% -14.52% -14.52% -25.82% -25.82% Five Year 17.50 3.28 54.41 9.08 -15.08 -3.22 Since Inception* -19.64 -2.75 -2.17 -0.28 -49.91 -8.43 Past performance is not predictive of future performance. [CHART] Returns and Per Share Information YEAR ENDED DECEMBER 31, ---------------------------------------------------------------------------------------------------------- 1994* 1995 1996 1997 1998 1999 2000 2001 ------------------------------------------------------------------------------------------------------------------------------------ Net Asset Value Per Share $ 13.99 $ 8.91 $ 8.81 $ 8.83 $ 9.19 $ 22.59 $ 13.92 $ 10.53 Market Value Per Share $ 11.25 $ 9.13 $ 9.50 $ 8.38 $ 6.75 $ 16.50 $ 11.06 $ 8.65 Premium/(Discount) -19.6% 2.5% 7.8% -5.1% -26.6% -27.0% -20.5% -17.9% Income Dividends -- -- -- -- -- -- -- $ 0.23 Capital Gains Distributions $ 0.17 -- -- -- -- -- $ 1.60 $ 0.84 Fund Total Return(2) 0.72% -36.31% -1.12% 0.23% 4.08% 145.81% -29.68% -14.52% Index Total Return(3) -7.88% -31.53% -6.49% 6.43% -20.98% 88.41% -27.73% -25.82% (1) Assumes dividends and distributions, if any, were reinvested. (2) Total investment return based on net asset value per share reflects the effects of changes in net asset value on the performance of the Fund during each period, and assumes dividends and distributions, if any, were reinvested. These percentages are not an indication of the performance of a shareholder's investment in the Fund based on market value due to differences between the market price of the stock and the net asset value per share of the Fund. Total returns for periods of less than one year are not annualized. (3) The Bombay Stock Exchange (BSE) National index is a market capitalization weighted index including the equity shares of 100 companies from the "Specified" and the "Non-specified" list of the 5 major stock exchanges, namely, Bombay, Calcutta, Delhi, Ahmedabad and Madras, expressed in U.S. dollar terms. * The Fund commenced operations on February 25, 1994. FOREIGN INVESTING INVOLVES CERTAIN RISKS, INCLUDING CURRENCY FLUCTUATIONS AND CONTROLS, RESTRICTIONS ON FOREIGN INVESTMENTS, LESS GOVERNMENTAL SUPERVISION AND REGULATION, LESS LIQUIDITY AND THE POTENTIAL FOR MARKET VOLATILITY AND POLITICAL INSTABILITY 3 PORTFOLIO SUMMARY [CHART OF ALLOCATION OF TOTAL INVESTMENTS] Equity Securities 94.8% Short-Term Investments 5.2 [CHART OF INDUSTRIES] IT Consulting & Services 14.3% Pharmaceuticals 10.4 Automobiles 10.0 Banks 9.7 Household Products 5.4 Diversified Financials 5.0 Oil & Gas 4.7 Food Products 4.2 Road & Rail 4.2 Metals & Mining 4.1 Other 28.0 Ten Largest Holdings PERCENT OF NET ASSETS ------------------------------------------------------- 1. Hero Honda Motors Ltd. 8.5% 2. Infosys Technologies Ltd. 6.9 3. Wipro Ltd. 5.9 4. State Bank of India Ltd. 5.5 5. Housing Development Finance Corp., Ltd. 5.0 6. HDFC Bank Ltd. 4.2% 7. Container Corporation of India Ltd. 4.2 8. Mahanagar Telephone Nigam Ltd. 3.1 9. Dr. Reddy's Laboratories Ltd. 3.1 10. ITC Ltd. 3.1 ---- 49.5% ==== 4 MORGAN STANLEY INDIA INVESTMENT FUND, INC. FINANCIAL STATEMENTS December 31, 2001 STATEMENT OF NET ASSETS VALUE SHARES (000) ---------------------------------------------------------------------------- COMMON STOCKS (96.2%) (UNLESS OTHERWISE NOTED) ---------------------------------------------------------------------------- AUTO COMPONENTS (0.5%) Apollo Tyres Ltd. 1,875(a) $ 3 Apollo Tyres Ltd. 200 --@ Rane (Madras) Ltd. 95,700(a) 40 Sundaram Fasteners Ltd. 232,525 926 ---------------------------------------------------------------------------- 969 ============================================================================ AUTOMOBILES (10.0%) Hero Honda Motors Ltd. 3,368,910 17,515 Patheja Brothers Forgings & Stampings Ltd. 450,000(a,b) --@ Tata Engineering & Locomotive Co., Ltd. 1,414,725(a) 2,928 ---------------------------------------------------------------------------- 20,443 ============================================================================ BANKS (9.7%) HDFC Bank Ltd. 1,326,124 6,180 HDFC Bank Ltd. ADR 168,700(a) 2,455 State Bank of India Ltd. 2,955,054 11,187 ---------------------------------------------------------------------------- 19,822 ============================================================================ BIOTECHNOLOGY (0.8%) Shantha Biotechnics Pvt. Ltd. 500,000(a,b) 1,555 ============================================================================ CHEMICALS (3.6%) Asian Paints (India) Ltd. 373,584 2,103 Aventis Cropscience India Ltd. 291,867 763 ICI (India) Ltd. 25,000(a) 35 Indo Gulf Corp., Ltd. 1,829,545 1,377 Reliance Industries Ltd. 490,000 3,101 ---------------------------------------------------------------------------- 7,379 ============================================================================ COMMERCIAL SERVICES & SUPPLIES (0.4%) Xerox Modicorp Ltd. 718,225(a,b) 745 ============================================================================ CONSTRUCTION MATERIALS (3.0%) Gujarat Ambuja Cements Ltd. 1,204,597 4,745 Gujarat Ambuja Cements Ltd. GDR 355,000 1,429 ---------------------------------------------------------------------------- 6,174 ============================================================================ DIVERSIFIED FINANCIALS (5.0%) Housing Development Finance Corp., Ltd. 751,876 10,339 UTI Mastergain 1,600(a) --@ ---------------------------------------------------------------------------- 10,339 ============================================================================ DIVERSIFIED TELECOMMUNICATION SERVICES (3.1%) Mahanagar Telephone Nigam Ltd. 2,212,831 $ 5,812 Mahanagar Telephone Nigam Ltd. ADR 105,000(a) 631 ---------------------------------------------------------------------------- 6,443 ============================================================================ ELECTRIC UTILITIES (2.8%) BSES Ltd. 556,203 2,288 Tata Power Co., Ltd. 1,408,040 3,491 ---------------------------------------------------------------------------- 5,779 ============================================================================ ELECTRICAL EQUIPMENT (2.6%) Asea Brown Boveri, Ltd. 197,735 837 Bharat Heavy Electricals Ltd. 1,550,184 4,520 ---------------------------------------------------------------------------- 5,357 ============================================================================ FOOD PRODUCTS (4.2%) Britannia Industries Ltd. 207,236 2,648 Nestle India Ltd. 141,824 1,518 SmithKline Beecham Consumer Healthcare Ltd. 495,927 4,062 Tata Tea Ltd. 135,377 474 ---------------------------------------------------------------------------- 8,702 ============================================================================ HOUSEHOLD DURABLES (0.1%) Samtel Colour Ltd. 559,300 299 ============================================================================ HOUSEHOLD PRODUCTS (5.3%) Colgate-Palmolive (India) Ltd. 1,016,386 3,516 Hindustan Lever Ltd. 1,324,594 6,144 Reckitt Benckiser (India) Ltd. 446,971 1,313 ---------------------------------------------------------------------------- 10,973 ============================================================================ INTERNET SOFTWARE & SERVICES (0.1%) India Info.com PCL 532,875(a,b,c) 124 ============================================================================ IT CONSULTING & SERVICES (14.3%) HCL Technologies Ltd. 531,494 3,023 Infosys Technologies Ltd. 168,645 14,247 Wipro Ltd. 209,697 6,969 Wipro Ltd. ADR 137,310 5,026 ---------------------------------------------------------------------------- 29,265 ============================================================================ MACHINERY (2.4%) Cummins India Ltd. 2,766,523 3,018 Lakshmi Synthetic Machinery Manufacturers Ltd. 137,700(a,b) 17 Punjab Tractors Ltd. 264,862 958 Revathi Equipment Ltd. 262,850 948 ---------------------------------------------------------------------------- 4,941 ============================================================================ The accompanying notes are an integral part of the financial statements. 5 VALUE SHARES (000) ---------------------------------------------------------------------------- MEDIA (1.4%) New Delhi Television Ltd. 333,300(a,b) $ 700 Zee Telefilms Ltd. 938,419 2,173 ---------------------------------------------------------------------------- 2,873 ============================================================================ METALS & MINING (4.1%) Hindalco Industries Ltd. 252,210 3,346 National Aluminum Co., Ltd. 1,368,875 1,405 Steel Authority of India Ltd. 15,253,097(a) 1,534 Tata Iron & Steel Co., Ltd. 1,206,400 2,182 ---------------------------------------------------------------------------- 8,467 ============================================================================ OIL & GAS (4.7%) Bharat Petroleum Corp., Ltd. 581,286 2,278 Hindustan Petroleum Corp., Ltd. 1,159,211 3,356 Reliance Petroleum Ltd. 6,506,654 3,954 ---------------------------------------------------------------------------- 9,588 ============================================================================ PHARMACEUTICALS (10.4%) Aventis Pharma Ltd. 107,425 926 Cipla Ltd. 237,058 5,596 Dabur India Ltd. 2,735,708 3,852 Dr. Reddy's Laboratories Ltd. 271,000 5,190 Dr. Reddy's Laboratories Ltd. ADR 62,800 1,190 E. Merck (India) Ltd. 182,599 1,045 Lupin Ltd. 119,308 235 Ranbaxy Laboratories Ltd. 174,500 2,498 Strides Arcolab Ltd. 585,000 777 ---------------------------------------------------------------------------- 21,309 ============================================================================ ROAD & RAIL (4.2%) Container Corporation of India 2,830,978 8,630 Ltd. ============================================================================ SPECIALTY RETAIL (0.5%) Titan Industries Ltd. 1,218,376 932 ============================================================================ TOBACCO (3.0%) ITC Ltd. 415,741 5,835 ITC Ltd. GDR 27,500 426 ---------------------------------------------------------------------------- 6,261 ============================================================================ TOTAL COMMON STOCKS (Cost $223,744) 197,369 ============================================================================ FACE AMOUNT VALUE (000) (000) ---------------------------------------------------------------------------- SHORT-TERM INVESTMENTS (5.2%) ============================================================================ REPURCHASE AGREEMENT (5.2%) J.p. Morgan Securities Inc., 1.63%, dated 12/31/01, due 1/2/02 (Cost $10,599) $ 10,599(d) $ 10,599 ============================================================================ FOREIGN CURRENCY ON DEPOSIT WITH CUSTODIAN (0.1%) ============================================================================ Indian Rupee (Cost $153) INR 7,378 153 ============================================================================ The accompanying notes are an integral part of the financial statements. 6 VALUE (000) ============================================================================ TOTAL INVESTMENTS (101.5%) (Cost $234,496) $208,121 ============================================================================ AMOUNT (000) ---------------------------------------------------------------------------- OTHER ASSETS (0.8%) Receivable for Investments Sold $ 1,045 Tax Reclaim Receivable 340 Dividends Receivable 200 Other 27 1,612 ============================================================================ LIABILITIES (-2.3%) Payable For: Distributions Declared (3,749) Custodian Fees (393) Investment Advisory Fees (196) Investments Purchased (76) Directors' Fees and Expenses (74) Professional Fees (59) Administrative Fees (44) Shareholder Reporting Expenses (43) Other Liabilities (80) (4,714) ============================================================================ NET ASSETS (100.0%) Applicable to 19,465,004 issued and outstanding $ 0.01 par value shares (100,000,000 shares authorized) $205,019 ============================================================================ NET ASSET VALUE PER SHARE $ 10.53 ============================================================================ AT DECEMBER 31, 2001, NET ASSETS CONSISTED OF: Common Stock $ 195 Paid-in Capital 313,046 Distributions in Excess of Net Investment Income (3,066) Distribution in Excess of Net Realized Gain (78,362) Unrealized Depreciation on Investments and Foreign Currency Translations (26,794) ============================================================================ TOTAL NET ASSETS $205,019 ============================================================================ (a) -- Non-income producing. (b) -- Securities valued at fair value -see note A-1 to financial statements. At December 31, 2001, the Portfolio held $3,141,000 of fair-valued securities, representing 1.5% of net assets. (c) -- 144A Security - Certain conditions for public sale may exist. (d) -- The repurchase agreement is fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this statement of net assets. The investment in the repurchase agreement is through participation in a joint account with affiliated funds. @ -- Value is less than $500 ADR -- American Depositary Receipt. GDR -- Global Depositary Receipt. INR -- Indian Rupee The accompanying notes are an integral part of the financial statements. 7 MORGAN STANLEY INDIA INVESTMENT FUND, INC. Financial Statements STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2001 (000) ============================================================================ INVESTMENT INCOME Dividends $ 5,174 Interest 781 ============================================================================ TOTAL INCOME 5,955 ============================================================================ EXPENSES Investment Advisory Fees 2,745 Custodian Fees 776 Administrative Fees 344 Professional Fees 227 Shareholder Reporting Expenses 156 Transfer Agent Fees 27 Directors' Fees and Expenses 74 Other Expenses 93 ============================================================================ TOTAL EXPENSES 4,442 ============================================================================ NET INVESTMENT INCOME 1,513 ============================================================================ NET REALIZED LOSS ON: Investments (76,562) Foreign Currency Transactions (208) ============================================================================ NET REALIZED LOSS (76,770) ============================================================================ CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION ON: Investments 7,227 Foreign Currency Transactions 20 ============================================================================ CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION 7,247 ============================================================================ TOTAL NET REALIZED LOSS AND CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION (69,523) ============================================================================ NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (68,010) ============================================================================ STATEMENT OF CHANGES IN NET ASSETS YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2001 (000) 2000 (000) --------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS Operations: Net Investment Income $ 1,513 $ 685 Net Realized Gain (Loss) (76,770) 159,432 Change in Unrealized Appreciation/Depreciation 7,247 (409,116) ======================================================================================= NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS (68,010) (248,999) ======================================================================================= Distributions: Net Investment Income (1,333) -- In Excess of Net Investment Income (3,066) -- Net Realized Gain -- (44,923) In Excess of Net Realized Gain (16,427) -- ======================================================================================= TOTAL DISTRIBUTIONS (20,826) (44,923) ======================================================================================= Capital Share Transactions: Repurchase of Shares (8,559,288 shares and 4,576,200 shares, respectively) (96,335) (52,231) ======================================================================================= TOTAL DECREASE (185,171) (346,153) ======================================================================================= Net Assets: Beginning of Period 390,190 736,343 --------------------------------------------------------------------------------------- END OF PERIOD (INCLUDING DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME/ACCUMULATED NET INVESTMENT LOSS OF $3,066 AND $752, RESPECTIVELY) $205,019 $ 390,190 ======================================================================================= The accompanying notes are an integral part of the financial statements. 8 MORGAN STANLEY INDIA INVESTMENT FUND, INC. Financial Highlights SELECTED PER SHARE DATA AND RATIOS YEAR ENDED DECEMBER 31, ---------------------------------------------------------------------- 2001 2000 1999 1998 1997 ---------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 13.92 $ 22.59 $ 9.19 $ 8.83 $ 8.81 Net Investment Income (Loss) 0.10 0.02 (0.08) (0.04) (0.07) Net Realized and Unrealized Gain (Loss) on Investments (2.43) (7.93) 13.33 0.31 0.09 ---------------------------------------------------------------------------------------------------------- Total from Investment Operations (2.33) (7.91) 13.25 0.27 0.02 ---------------------------------------------------------------------------------------------------------- Distributions: Net Investment Income (0.07) -- -- -- -- In Excess of Net Investment Income (0.16) -- -- -- -- Net Realized Gain -- (1.60) -- -- -- In Excess of Net Realized Gain (0.84) -- -- -- -- ---------------------------------------------------------------------------------------------------------- Total Distributions (1.07) (1.60) -- -- -- ---------------------------------------------------------------------------------------------------------- Anti-Dilutive Effect of Shares Repurchased 0.01 0.84 0.15 0.09 ---------------------------------------------------------------------------------------------------------- NET ASSET VALUE, END OF PERIOD $ 10.53 $ 13.92 $ 22.59 $ 9.19 $ 8.83 ========================================================================================================== PER SHARE MARKET VALUE, END OF PERIOD $ 8.65 $ 11.06 $ 16.50 $ 6.75 $ 8.38 ========================================================================================================== TOTAL INVESTMENT RETURN: Market Value (11.68)% (23.49)% 144.44% (19.40)% (11.84)% Net Asset Value (1) (14.52)% (29.68)% 145.81% 4.08% 0.23% ========================================================================================================== RATIOS, SUPPLEMENTAL DATA: ---------------------------------------------------------------------------------------------------------- NET ASSETS, END OF PERIOD (THOUSANDS) $ 205,019 $ 390,190 $ 736,343 $ 314,701 $ 315,446 ---------------------------------------------------------------------------------------------------------- Ratio of Expenses to Average Net Assets 1.77% 1.48% 1.59% 1.97% 2.06% Ratio of Net Investment Income (Loss) to Average Net Assets 0.60% 0.12% (0.55)% (0.44)% (0.70)% Portfolio Turnover Rate 56% 44% 34% 24% 25% ---------------------------------------------------------------------------------------------------------- (1) Total investment return based on net asset value per share reflects the effects of changes in net asset value on the performance of the Fund during each period, and assumes dividends and distributions, if any, were reinvested. This percentage is not an indication of the performance of a shareholder's investment in the Fund based on market value due to differences between the market price of the stock and the net asset value per share of the Fund. The accompanying notes are an integral part of the financial statements. 9 MORGAN STANLEY INDIA INVESTMENT FUND, INC. December 31, 2001 NOTES TO FINANCIAL STATEMENTS The Morgan Stanley India Investment Fund In .(the "Fund") was incorporated in Maryland on December 22, 1993, and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. The Fund's investment objective is long-term capital appreciation through investments primarily in equity securities. A. ACCOUNTING POLICIES: The following significant accounting policies are in conformity with generally accepted accounting principles. Such policies are consistently followed by the Fund in the preparation of its financial statements. Generally accepted accounting principles may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates. 1. SECURITY VALUATION: In valuing the Fund's assets, all listed securities for which market quotations are readily available are valued at the last sales price on the valuation date, or if there was no sale on such date, at the mean between the current bid and asked prices. Securities which are traded over-the-counter are valued at the mean of current bid and asked prices obtained from brokers. Short-term securities which mature in 60 days or less are valued at amortized cost. All other securities and assets for which market values are not readily available (including investments which are subject to limitations as to their sale, if any) are valued at fair value as determined in good faith under procedures approved by the Board of Directors. Due to the Indian securities market's smaller size, degree of liquidity and volatility, the prices which the Fund may realize upon sale of securities may not be equal to the value presented in the financial statements. 2. TAXES: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable income. Accordingly, no provision for U.S. Federal income taxes is required in the financial statements. The rate of capital gains tax in India is 10% for long-term investments and 30% for short-term investments. The Fund invests in India through a registered branch office established in Mauritius and expects to obtain benefits under the double taxation treaty between Mauritius and India. To obtain benefits under the double taxation treaty the Fund must meet certain tests and conditions, including the establishment of Mauritius tax residence and related requirements. The Fund has obtained a tax residence certification from the Mauritian authorities and believes such certification is determinative of its resident status for treaty purposes. A fund which is a tax resident in Mauritius under the treaty but has no branch or permanent establishment in India, will not be subject to capital gains tax in India on the sale of securities. The Fund is subject to and accrues Indian withholding tax on interest earned on Indian securities at the rate of 20%. In Mauritius, the Fund is liable for income tax under the current Mauritian legislation at the rate of 0%. However, the Fund may, in any year, elect to pay tax on its net investment income at any rate between 0% and 35%. The Fund has elected to pay tax at the rate of 1% on its net investment income. For the year ended December 31, 2001, no provision for Mauritius taxes is considered necessary as a result of cumulative net investment losses incurred by the Fund. The foregoing is based on current interpretation and practice and is subject to any future changes in Indian or Mauritian tax laws and in the tax treaty between India and Mauritius. 3. REPURCHASE AGREEMENTS: The Fund may enter into repurchase agreements under which the Fund lends excess ash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities (collateral), with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine the adequacy of the collateral. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. 4. FOREIGN CURRENCY TRANSLATION: The books and records of the Fund are maintained in U.S. dollars. Amounts denominated in Indian rupees are translated into U.S. dollars at the mean of the bid and asked prices of such currency against U.S. dollars last quoted by a major bank as follows: - investments, other assets and liabilities - at the prevailing rate of exchange on the valuation date; - investment transactions and investment income - at the prevailing rate of exchange on the dates of such transactions. Although the net assets of the Fund are presented at the foreign exchange rate and market values at the close of the 10 period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rate from the fluctuations arising from changes in the market prices of the securities held at period end. Similarly, the Fund does not isolate the effect of changes in the foreign exchange rate from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) due to securities transactions are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from sales and maturities of foreign currency exchange contracts, disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) on investments and foreign currency translations in the Statement of Net Assets. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations. Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability. The Fund may use derivatives to achieve its investment objectives. The Fund may engage in transactions in futures contracts on foreign currencies, stock indices, as well as in options, swaps and structured notes. Consistent with the Fund's investment objectives and policies, the Fund may use derivatives for non-hedging as well as hedging purposes. Following is a description of derivative instruments that the Fund may utilize and their associated risks: 5. FOREIGN CURRENCY EXCHANGE CONTRACTS: The Fund may enter into foreign currency exchange contracts generally to attempt to protect securities and related receivables and payables against changes in future foreign exchange rates and, in certain situations, to gain exposure to a foreign currency. A foreign currency exchange contract is an agreement between two parties to buy or sell currency at a set price on a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is market-to-market daily and the change in market value is recorded by the Fund as unrealized gain or loss. The Fund records realized gains or losses when the contract is closed equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risk may arise upon entering into these contracts from the potential inability of counter parties to meet the terms of their contracts and is generally limited to the amount of unrealized gain on the contracts, if any, at the date of default. Risks may also arise from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. 6. FORWARD COMMITMENTS AND WHEN-ISSUED/DELAYED DELIVERY SECURITIES: The Fund may make forward commitments to purchase or sell securities. Payment and delivery for securities which have been purchased or sold on a forward commitment basis can take place a month or more (not to exceed 120 days) after the date of the transaction. Additionally, the Fund may purchase securities on a when-issued or delayed delivery basis. Securities purchased on a when-issued or delayed delivery basis are purchased for delivery beyond the normal settlement date at a stated price and yield, and no income accrues to the Fund on such securities prior to delivery. When the Fund enters into a purchase transaction on a when-issued or delayed delivery basis, it either establishes a segregated account in which it maintains liquid assets in an amount at least equal in value to the Fund's commitments to purchase such securities or denotes such securities assets as segregated on the Fund's records. Purchasing securities on a forward commitment or when-issued or delayed-delivery basis may involve a risk that the market price at the time of delivery may be lower than the agreed upon purchase price, in which case there could be an unrealized loss at the time of delivery. 7. SWAP AGREEMENTS: The Fund may enter into swap agreements to exchange the return generated by one security, instrument or basket of instruments for the return generated by another security, instrument or basket of instruments. The following summarizes swaps which may be entered into by the Fund: INTEREST RATE SWAPS: Interest rate swaps involve the exchange of commitments to pay and receive interest based on a notional principal amount. Net periodic interest payments to be received or paid are accrued daily and are recorded in the Statement of Operations as an adjustment to interest income. Interest rate swaps are marked-to-market daily based upon 11 quotations from market makers and the change, if any, is recorded as unrealized appreciation or depreciation in the Statement of Operations. TOTAL RETURN SWAPS: Total return swaps involve commitments to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the security, instrument or basket of instruments underlying the transaction exceeds or falls short of the offsetting interest obligation, the Fund will receive a payment from or make a payment to the counterparty, respectively. Total return swaps are marked-to-market daily based upon quotations from market makers and the change, if any, is recorded as unrealized gains or losses in the Statement of Operations. Periodic payments received or made at the end of each measurement period, but prior to termination, are recorded as realized gains or losses in the Statement of Operations. Realized gains or losses on maturity or termination of interest rate and total return swaps are presented in the Statement of Operations. Because there is no organized market for these swap agreements, the value reported in the Statement of Net Assets may differ from that which would be realized in the event the Fund terminated its position in the agreement. Risks may arise upon entering into these agreements from the potential inability of the counterparties to meet the terms of the agreements and are generally limited to the amount of net interest payments to be received and/or favorable movements in the value of the underlying security, instrument or basket of instruments, if any, at the date of default. Risks also arise from potential losses from adverse market movements, and such losses could exceed the related amounts shown in the Statement of Net Assets. 8. STRUCTURED SECURITIES: The Fund may invest in interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of sovereign debt obligations. This type of restructuring involves the deposit with or purchase by an entity of specified instruments and the issuance by that entity of one or more classes of securities ("Structured Securities") backed by, or representing interests in, the underlying instruments. Structured Securities generally will expose the Fund to credit risks of the underlying instruments as well as of the issuer of the Structured Security. Structured Securities are typically sold in private placement transactions with no active trading market. Investments in Structured Securities may be more volatile than their underlying instruments, however, any loss is limited to the amount of the original investment. 9. OVER-THE-COUNTER TRADING: Securities and other derivative instruments that may be purchased or sold by the Fund may consist of instruments not traded on an exchange. The risk of nonperformance by the obligor on such an instrument may be greater, and the ease with which the Fund can dispose of or enter into losing transactions with respect to such an instrument may be less, than in the case of an exchange-traded instrument. In addition, significant disparities may exist between bid and asked prices for derivative instruments that are not traded on an exchange. Derivative instruments not traded on exchanges are also not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with such transactions. During the year ended December 31, 2001, the Fund's investments in derivative instruments described above included foreign currency exchange contracts only. 10. OTHER: Security transactions are a counted for on the date the securities are purchased or sold. Investments in new Indian securities are made by making applications in the public offerings. The issue price, or a portion thereof, is paid at the time of application and reflected as share application money on the Statement of Net Assets. Upon allotment of the securities, this amount plus any remaining amount of issue price is recorded as cost of investments. Realized gains and losses on the sale of investment securities are determined on the specific identified cost basis. Interest income is recognized on an accrual basis. Dividend income is recorded on the ex-dividend date (except certain dividends which may be recorded as soon as the Fund is informed of such dividend) net of applicable withholding taxes, if any. Distributions to shareholders are recorded on the ex-dividend date. The amount and character of income and capital gain distributions to be paid by the Fund are determined in accordance with Federal income tax regulations, which may differ from generally accepted accounting principles. The book/tax differences are either considered temporary or permanent in nature. Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains and losses on certain investment transactions and the timing of the deductibility of certain expenses. Permanent book and tax basis differences may result in reclassifications among undistributed net investment income (loss), accumulated net realized gain (loss) and paid in capital. 12 Adjustments for permanent book-tax differences, if any, are not reflected in ending undistributed net investment income (loss) for the purposes of calculating net investment income (loss) per share in the financial highlights. B. ADVISER: Morgan Stanley Investment Management Inc. (formerly Morgan Stanley Dean Witter Investment Management Inc.) (the "Adviser") provides investment advisory services to the Fund under the terms of an Investment Advisory and Management Agreement (the "Agreement"). Under the Agreement, the Adviser is paid a fee computed weekly and payable monthly at an annual rate of 1.10% of the Fund's average weekly net assets. C. ADMINISTRATOR: JPMorgan Chase Bank, through its corporate affiliate J.P. Morgan Investor Services Company (the "Administrator"), provides administrative services to the Fund under an Administration Agreement. Under the Administration Agreement, the Administrator is paid a fee computed weekly and payable monthly at an annual rate of 0.09% of the Fund's average weekly net assets, plus $65, 000 per annum. In addition, the Fund is charged certain out-of-pocket expenses by the Administrator. Multiconsult, Ltd., whose registered office is in Mauritius, provides sub-administrative services to the Fund, including maintaining certain Fund records and preparing certain periodic filings, under an agreement whereby Multiconsult is paid a fee of $22,000 per annum. D. CUSTODIAN: JPMorgan Chase Bank serves as custodian for the Fund. Custody fees are payable monthly based on assets held in custody, investment purchase and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses. E. OTHER: During the year ended December 31, 2001, the Fund made purchases and sales totaling $133,950,000 and $213,867,000, respectively, of investment securities other than long-term U.S. Government securities and short-term investments. There were no purchases or sales of long-term U.S. Government securities. At December 31, 2001, the U.S. Federal income tax cost basis of investments (excluding foreign currency) was $241,687,000 and, accordingly, net unrealized depreciation for U.S. Federal income tax purposes was $33,719,000 of which $27,509,000 related to appreciated securities and $61,228,000 related to depreciated securities. At December 31, 2001, the Fund had a capital loss carryforward for U.S. Federal income tax purposes of approximately $56,001,000 available to offset future capital gains which will expire on December 31, 2009. To the extent that capital gains are offset, such gains will not be distributed to the shareholders. Net capital and currency losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Fund's next taxable year. For the year ended December 31, 2001, the Fund deferred to January 1, 2002, for U.S. Federal income tax purposes, post-October passive foreign investment company losses of $586,000, post-October currency losses of $15,000 and post-October capital losses of $17,629,000. For the year ended December 31, 2001, the Fund incurred $11,000 of brokerage commissions with Morgan Stanley & Co. Incorporated, an affiliate of the Adviser. A significant portion of the Fund's net assets consist of Indian securities which involve certain considerations and risks not typically associated with investments in the United States. In addition to its smaller size, less liquidity and greater volatility, the Indian securities market is less developed than the U.S. securities market and there is often substantially less publicly available information about Indian issuers than there is about U.S. issuers. Settlement mechanisms are also less developed and are accomplished, in certain cases, only through physical delivery, which may cause the Fund to experience delays or other difficulties in effecting transactions. At December 31, 2001, approximately $1, 431,000 of Fund securities were either out for transfer in the name of the Fund, were under objection for transfer in the name of the Fund, were out for dematerialization, or were due from companies and/or brokers for various capital changes. Such securities are valued in accordance with the Fund's security valuation policy as described in Note A-1, but may not be saleable at the value shown in the Statement of Net Assets. The Fund has no intention of selling such securities until they are transferred in the name of the Fund. Future economic and political developments in India could adversely affect the liquidity or value, or both, of securities in which the Fund is invested. In addition, the Fund's ability to hedge its currency risk is limited and accordingly, the Fund may be exposed to currency devaluation and other exchange rate fluctuations. Each Director of the Fund who is not an officer of the Fund or an affiliated person as defined under the Investment Company Act of 1940, as amended, may elect to participate in the Directors' Deferred Compensation Plan (the "Plan"). Under the Plan, such Directors may elect to defer payment of a percentage of their total fees earned as a Director of the Fund. These deferred portions are treated, based on an election by the Director, as if they were either invested in the Fund's shares or invested in U.S. Treasury Bills, as defined under the Plan. At December 31, 2001, the deferred fees payable under the Plan totaled $67,000 and are included in Payable for Directors' Fees and Expenses on the Statement of Net Assets. On August 10, 1998, the Fund commenced a share repurchase program for purposes of enhancing shareholder value and reducing the discount at which the Fund's shares traded from their net asset value. During the year ended December 31, 2001, the Fund repurchased 152,000 of its shares at an average discount of 19.59% from 13 net asset value per share. From the inception of the program through December 31, 2001, the Fund has repurchased 7,834,800 of its shares at an average discount of 30.85% from net asset value per share. The Fund expects to continue to repurchase its outstanding shares at such time and in such amounts as it believes will further the accomplishment of the foregoing objectives, subject to review by the Board of Directors. On December 14, 2000, with the aim of enhancing stockholder value and reducing the discount at which the Fund's shares have been trading, the Board of Directors authorized the Fund to conduct a tender offer during the first quarter of 2001 for up to 30% of the Fund's outstanding shares of common stock at a price equal to 95% of the Fund's net asset value per share ("NAV") on the last day of the tender period, or such later date if the offer was extended. On March 29, 2001, the Fund completed the tender offer. The Fund accepted 8,407,288 shares for payment which represented 30% of the Fund's then outstanding shares. Final payment was made on April 12, 2001 at $11.29 per share, representing 95% of the NAV per share on March 29, 2001. On December 13, 2001, the Board of Directors of the Fund authorized the Fund to conduct a tender offer during the second quarter of 2002 for up to 15%of the Funds shares, at a price equal to 95% of the Fund's net asset value per share ("NAV") on the last day of the tender period. The tender offer materials will be mailed to shareholders of the Fund. On December 14, 2001, the Board of Directors declared a distribution of $0.19 per share, derived from net investment income, payable on January 11, 2002, to shareholders of record on December 24, 2001. -------------------------------------------------------------------------------- FEDERAL INCOME TAX INFORMATION (UNAUDITED) For the year ended December 31, 2001, the Fund designates $16,428,000 as long-term capital gains. 14 INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF MORGAN STANLEY INDIA INVESTMENT FUND, INC. We have audited the accompanying statement of net assets of Morgan Stanley India Investment Fund, Inc. (the "Fund") as of December 31, 2001, and the related statements of operations for the year then ended, and the statement of changes in net assets and the financial highlights for each of the two years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the three years in the period ended December 31, 1999 were audited by other auditors whose report, dated February 18, 2000, expressed an unqualified opinion on those financial highlights. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2001 by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Morgan Stanley India Investment Fund, Inc. at December 31, 2001, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years then ended, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Boston, Massachusetts February 11, 2002 15 MORGAN STANLEY INDIA INVESTMENT FUND, INC. Overview DIRECTOR AND OFFICER INFORMATION (UNAUDITED) Independent Directors: TERM OF NUMBER OF OFFICE PORTFOLIOS AND IN FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS OF HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS DIRECTOR REGISTRANT SERVED* DURING PAST 5 YEARS DIRECTOR** HELD BY DIRECTOR ------------------------ ---------- ------- ---------------------- ---------- ------------------- Gaetan Bouic (66) Director Director Finance Manager of United 78 Director of UBP De Chazal de Mee Building since 2001 Basalt Products Ltd; Group, Ste. Marie 10 Frere Felix de Valois Street Chairman of Mauritius Crushing Plant Ltd., Port Louis, Mauritius Venture Capital Fund Ltd; Produits Basaltiques previously, President of du Nord Ltee., the Joint Economic Welcome Industries Council and Chairman of Ltd., UPB the Stock Exchange of International Ltd., Mauritius. United Granite Products (Private) Ltd. (Sri Lanka), CDC Holding Sdh. Bhd., CDC Haina (Mauritius) Ltd., CDC (West Malaysia) Sdh. Bhd., Mozambique Investment Co. Ltd., Kulai Oil Palm Estates Ltd., Pan African Holdings Ltd., Pan African Cement Ltd., Swiss Technology Venture Capital Fund Ltd. John S.Y. Chu (64) Director Director Finance Director of the 1 Director of The India De Chazal de Mee Building since 1996 ABC Group of companies Magnum Fund Ltd. 10 Frere Felix de Valois Street (conglomerate); Port Louis, Mauritius previously, Managing Director of Crown Eagle Investments Ltd. Gerard E. Jones (65) Director Director Of Counsel, Shipman & 78 Director of Tractor Shipman & Goodwin, LLP since 1995 Goodwin, LLP (law firm); Supply Company, 43 Arch Street Director of various U.S. Tiffany Foundation, Greenwich, CT 06830 registered investment and Fairfield County companies managed by Foundation Morgan Stanley Investment Management Inc. Marie Joseph Raymond Director Director Director of The India, 1 Lamusse (69) since 2001 Media, Internet and De Chazal de Mee Building Communications Fund Ltd., 10 Frere Felix de Valois Street Southern Cross Hotel Port Louis, Mauritius Ltd., Jean Vaulbert de Chantily Ltd. (consumer goods) and Grandville Ltee. (property holding company); formerly, Partner of Lamusse Sek Sum (accounting) Fergus Reid (69) Director Director Chairman and Chief 1 Trustee and Director 85 Charles Colman Blvd. since 1995 Executive Officer of of approximately 30 Pawling, NY 12564 Lumelite Plastics investment companies Corporation; Director of in the JPMorgan Funds various U.S. registered complex managed by investment companies JPMorgan Investment managed by Morgan Stanley Management Inc. Investment Management Inc. ---------- * Each Director serves an indefinite term, until his or her successor is elected. ** The Fund Complex currently includes Morgan Stanley Institutional Fund, Inc.; The Universal Institutional Funds, Inc.; Morgan Stanley Strategic Adviser Fund, Inc.; Morgan Stanley Africa Investment Fund, Inc.; Morgan Stanley Asia-Pacific Fund, Inc.; Morgan Stanley Eastern Europe Fund, Inc.; Morgan Stanley Emerging Markets Fund, Inc.; Morgan Stanley Emerging Markets Debt Fund, Inc.; Morgan Stanley Global Opportunity Bond Fund, Inc.; Morgan Stanley High Yield Fund, Inc.; Morgan Stanley India Investment Fund, Inc.; The Latin American Discovery Fund, Inc.; The Malaysia Fund, Inc.; The Thai Fund, Inc., and The Turkish Investment Fund, Inc. 16 Interested Directors: TERM OF NUMBER OF OFFICE PORTFOLIOS AND IN FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS OF HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS DIRECTOR REGISTRANT SERVED* DURING PAST 5 YEARS DIRECTOR** HELD BY DIRECTOR ------------------------ ---------- ------- ---------------------- ---------- ------------------- Barton M. Biggs (69) Chairman Chairman Chairman, Director and 78 Member of the Yale 1221 Avenue of the Americas and and Managing Director of Development Board New York, NY 10020 Director Director Morgan Stanley 1994 Investment Management Inc. and Chairman and Director of Morgan Stanley Investment Management Limited; Managing Director of Morgan Stanley & Co. Incorporated; Director and Chairman of the Board of various U.S. registered companies managed by Morgan Stanley Investment Management Inc. Clifford D'Souza (39) Director Director Executive Director of 1 Morgan Stanley since 2001 Morgan Stanley Forbes Building - Fifth Floor Investment Management Charanjit Rai Marg, Fort Inc. Mumbai, India Nilesh Joshi (37) Director Director Vice President of Morgan 1 Morgan Stanley since 2000 Stanley Investment Forbes Building - Fifth Floor Management Private Ltd.; Charanjit Rai Marg, Fort Mumbai, India Ronald E. Robison (63) President President Chief Global Operations 78 1221 Avenue of the Americas and since Officer and Managing New York, NY 10020 Director 2001 and Director of Morgan Director Stanley Investment since 2001 Management, Inc.; Director and President of various U.S. registered investment companies managed by Morgan Stanley Investment Management Inc.; Previously, Managing Director and Chief Operating Officer of TCW Investment Management Company. ---------- * Each Director serves an indefinite term, until his or her successor is elected. ** The Fund Complex currently includes Morgan Stanley Institutional Fund, Inc.; The Universal Institutional Funds, Inc.; Morgan Stanley Strategic Adviser Fund, Inc.; Morgan Stanley Africa Investment Fund, Inc.; Morgan Stanley Asia-Pacific Fund, Inc.; Morgan Stanley Eastern Europe Fund, Inc.; Morgan Stanley Emerging Markets Fund, Inc.; Morgan Stanley Emerging Markets Debt Fund, Inc.; Morgan Stanley Global Opportunity Bond Fund, Inc.; Morgan Stanley High Yield Fund, Inc.; Morgan Stanley India Investment Fund, Inc.; The Latin American Discovery Fund, Inc.; The Malaysia Fund, Inc.; The Thai Fund, Inc., and The Turkish Investment Fund, Inc. 17 Officers: TERM OF POSITION(S) OFFICE AND HELD WITH LENGTH OF NAME, AGE AND ADDRESS OF EXECUTIVE OFFICER REGISTRANT TIME SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS ------------------------------------------ ---------- ------------ ------------------------------------------- Ronald E. Robison (63) President President President, Morgan Stanley Institutional Fund, Morgan Stanley Investment Management Inc. and since 2001 Inc. and Morgan Stanley Strategic Adviser Fund, 1221 Avenue of the Americas Director Inc.; Chief Operating Officer and Managing New York, NY 10020 Director of Morgan Stanley & Co. Incorporated; Director and President of various U.S. registered investment companies managed by Morgan Stanley Investment Management Inc.; Previously, Managing Director and Chief Operating Officer of TCW Investment Management Company. Stefanie V. Chang (35) Vice Vice Executive Director of Morgan Stanley & Co. Morgan Stanley Investment Management Inc. President President Incorporated and Morgan Stanley Investment 1221 Avenue of the Americas since 1997 Management Inc.; formerly, practiced law with New York, NY 10020 New York law firm of Rogers & Wells (now Clifford Chance Rogers & Wells LLP); Vice President of certain funds in the Fund Complex. Mary E. Mullin (34) Secretary Secretary Vice President of Morgan Stanley & Co., Inc. and Morgan Stanley Investment Management Inc. since 1999 Morgan Stanley Investment Management, Inc.; 1221 Avenue of the Americas formerly, practiced law with New York firms of New York, NY 10020 McDermott, Will & Emery and Skadden, Arps, Slate, Meagher & Flom LLP; Secretary of certain funds in the Fund Complex. James A. Gallo (37) Treasurer Treasurer Executive Director of Morgan Stanley Investment Morgan Stanley Investment Management Inc. since 2001 Management Inc.; Treasurer of certain funds in 1221 Avenue of the Americas the Fund Complex; formerly, Director of Fund New York, NY 10020 Accounting at PFPC, Inc. Belinda A. Brady (34) Assistant Assistant Fund Administration Senior Manager, J.P. Morgan J.P. Morgan Investor Services Co. Treasurer Treasurer Investor Services Co. (formerly Chase Global 73 Tremont Street since 2001 Funds Services Company); and Assistant Treasurer Boston, MA 02108-3913 of all Portfolios of the Fund. Formerly Senior Auditor at PriceWaterhouse LLP (now PricewaterhouseCoopers LLP). ---------- * Each Officer serves an indefinite term, until his or her successor is elected. 18 MORGAN STANLEY INDIA INVESTMENT FUND, INC. DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the "Plan"), each shareholder will be deemed to have elected, unless American Stock Transfer & Trust Company (the "Plan Agent") is otherwise instructed by the shareholder in writing, to have all distributions automatically reinvested in Fund shares. Participants in the Plan have the option of making additional voluntary cash payments to the Plan Agent, annually, in any amount from $100 to $3,000, for investment in Fund shares. Dividend and capital gain distributions will be reinvested on the reinvestment date. If the market price per share equals or exceeds net asset value per share on the reinvestment date, the Fund will issue shares to participants at net asset value. If net asset value is less than 95% of the market price on the reinvestment date, shares will be issued at 95% of the market price. If net asset value exceeds the market price on the reinvestment date, participants will receive shares valued at market price. The Fund may purchase shares of its Common Stock in the open market in connection with dividend reinvestment requirements at the discretion of the Board of Directors. Should the Fund declare a dividend or capital gain distribution payable only in cash, the Plan Agent will purchase Fund shares for participants in the open market as agent for the participants. The Plan Agent's fees for the reinvestment of dividends and distributions will be paid by the Fund. However, each participant's account will be charged a pro rata share of brokerage commissions incurred on any open market purchases effected on such participant's behalf. A participant will also pay brokerage commissions incurred on purchases made by voluntary ash payments. Although shareholders in the Plan may receive no cash distributions, participation in the Plan will not relieve participants of any income tax which may be payable on such dividends or distributions. In the case of shareholders, such as banks, brokers or nominees, which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the shareholder as representing the total amount registered in the shareholder's name and held for the account of beneficial owners who are participating in the Plan. Shareholders who do not wish to have distributions automatically reinvested should notify the Plan Agent in writing. There is no penalty for non-participation or withdrawal from the Plan, and shareholders who have previously withdrawn from the Plan may rejoin at any time. Requests for additional information or any correspondence concerning the Plan should be directed to the Plan Agent at: Morgan Stanley India Investment Fund, Inc. American Stock Transfer &Trust Company Dividend Reinvestment and Cash Purchase Plan 40 Wall Street New York, NY 10005 1-800-278-4353 19