<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Morgan Stanley India Investment Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
MORGAN STANLEY INDIA INVESTMENT FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Morgan Stanley India Investment Fund, Inc. (the "Fund") will be
held on Monday, June 26, 1995, at 9:30 A.M. (New York time), in Conference Room
3 at 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020, for the
following purposes:
1. To elect three Class I Directors for a term of three years and one
Class III Director for a term of two years.
2. To ratify or reject the selection by the Board of Directors of
Price Waterhouse LLP as independent accountants of the Fund for the fiscal
year ending December 31, 1995.
3. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 3, 1995 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
VALERIE Y. LEWIS
Secretary
Dated: May 26, 1995
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID
THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
<PAGE> 3
MORGAN STANLEY INDIA INVESTMENT FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
-------------------------------
PROXY STATEMENT
-------------------------------
This statement is furnished by the Board of Directors of Morgan Stanley
India Investment Fund, Inc. (the "Fund") in connection with the solicitation of
Proxies for use at the Annual Meeting of Stockholders (the "Meeting") to be held
on Monday, June 26, 1995, at 9:30 A.M. (New York time), in Conference Room 3 at
the principal executive office of Morgan Stanley Asset Management Inc.
(hereinafter "MSAM" or the "Manager"), 1221 Avenue of the Americas, 22nd Floor,
New York, New York 10020. The purpose of the Meeting and the matters to be acted
upon are set forth in the accompanying Notice of Annual Meeting of Stockholders.
It is expected that the Notice of Annual Meeting, Proxy Statement and form of
Proxy will first be mailed to stockholders on or about May 26, 1995.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. A Proxy may be revoked at any time prior to the time
it is voted by written notice to the Secretary of the Fund or by attendance at
the Meeting. If no instructions are specified, shares will be voted for the
election of Directors and for the other proposals. Abstentions and broker
non-votes are each included in the determination of the number of shares present
and voting at the Meeting.
The close of business on April 3, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting and at any adjournment thereof. On that date, the Fund had 35,707,092
shares of Common Stock outstanding and entitled to vote. Each share will be
entitled to one vote at the Meeting.
The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation materials to beneficial owners. The solicitation of Proxies will be
largely by mail, but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of the Manager. The
solicitation of Proxies is also expected to include communications by employees
of Shareholder Communications Corporation, a proxy solicitation firm expected to
be engaged by the Fund at a cost not expected to exceed $5,000 plus expenses.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 1994, TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE IN WRITING TO MORGAN STANLEY INDIA
INVESTMENT FUND, INC., C/O MUTUAL FUNDS SERVICE COMPANY, P.O. BOX 2798, BOSTON,
MASSACHUSETTS 02208-2798, OR BY CALLING 1-800-221-6726.
Mutual Funds Service Company is an affiliate of the Fund's U.S.
administrator, United States Trust Company of New York, and provides
administrative services to the Fund. United States Trust Company of New York's
business address is 770 Broadway, New York, New York 10003. Mutual Funds Service
Company's business address is 73 Tremont Street, Boston, Massachusetts 02108.
2
<PAGE> 4
The Board recommends that the stockholders vote in favor of each of the
matters mentioned in Items 1 and 2 of the Notice of Annual Meeting.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, three Class I Directors will be elected to hold office for
a term of three years and one Class III Director will be elected to hold office
for a term of two years, and until their successors are duly elected and
qualified. It is the intention of the persons named in the accompanying form of
Proxy to vote, on behalf of the stockholders, for the election of Warren J.
Olsen, John Sun Yue Chu and Fergus Reid as Class I Directors and Gerard La
Hausse de la Louviere as a Class III Director.
The Fund currently pays each of its Directors who is not a director,
officer or employee of MSAM or its affiliates an annual fee of $7,500 plus $750
for each meeting of the Board of Directors or a committee of the Board attended,
plus certain out-of-pocket expenses. The Fund also pays the Audit Committee
Chairman an additional fee of $1,000 per annum plus an additional $100 for each
meeting of the Audit Committee attended. Aggregate fees and expenses paid or
payable to the Board of Directors for the fiscal year ended December 31, 1994
were $39,000. Effective immediately following the Meeting, each of the Directors
of the Fund who is not a director, officer or employee of MSAM or its affiliates
will receive from the Fund an annual fee of $6,000 per year, plus out-of-pocket
expenses. Each of the members of the Fund's Audit Committee, which will consist
of the Fund's Directors who are not "interested persons" of the Fund as defined
in the Investment Company Act of 1940, as amended, will receive an additional
annual fee of $1,100 for serving on such committee.
After giving effect to the reduction in the level of fees payable by the
Fund to its Directors, the Fund will pay, on an annual basis, aggregate fees of
$35,500 to the current Directors and nominees (including fees payable to members
of the Audit Committee), assuming that each of the three nominees named herein
who is not a director, officer or employee of MSAM or its affiliates is elected
at the Meeting. At the fee level in effect prior to the Meeting, the Fund would
pay, on an annual basis, aggregate fees of $61,200 for the current Directors and
the same three nominees, assuming each such Director and nominee attended four
quarterly Board meetings and two additional committee meetings. The level of
fees payable by the Fund to its Directors will be reviewed by the Directors
annually.
Each of the Directors who is not an "affiliated person" of MSAM within the
meaning of the Investment Company Act of 1940, as amended, may enter into a
deferred fee arrangement (the "Fee Arrangement") with the Fund, pursuant to
which such Director defers to a later date the receipt of his Director's fees.
The deferred fees owed by the Fund are credited to a bookkeeping account
maintained by the Fund on behalf of such Director and accrue income from and
after the date of credit in an amount equal to the amount that would have been
earned had such fees (and all income earned thereon) been invested and
reinvested either (i) in shares of the Fund or (ii) at a rate equal to the
prevailing rate applicable to 90-day United States Treasury Bills at the
beginning of each calendar quarter for which this rate is in effect, whichever
method is elected by the Director.
3
<PAGE> 5
Under the Fee Arrangement, deferred Director's fees (including the return
accrued thereon) will become payable in cash upon such Director's resignation
from the Board of Directors in generally equal annual installments over a period
of five years (unless the Fund has agreed to a longer or shorter payment period)
beginning on the first day of the year following the year in which such
Director's resignation occurred. In the event of a Director's death, remaining
amounts payable to him under the Fee Arrangement will thereafter be payable to
his designated beneficiary; in all other events, a Director's right to receive
payments is non-transferable. Under the Fee Arrangement, the Board of Directors
of the Fund, in its sole discretion, has reserved the right, at the request of a
Director or otherwise, to accelerate or extend the payment of amounts in the
deferred fee account at any time after the termination of such Director's
service as a director. In addition, in the event of the liquidation, dissolution
or winding up of the Fund or the distribution of all or substantially all of the
Fund's assets and property to its stockholders (other than in connection with a
reorganization or merger into another Fund advised by MSAM), all unpaid amounts
in the deferred fee account maintained by the Fund will be paid in a lump sum to
the Directors participating in the Fee Arrangement on the effective date
thereof.
Currently, Mr. Levin is the only Director who has elected to enter the Fee
Arrangement with the Fund.
Pursuant to the Fund's By-Laws, the Board of Directors is divided into
three classes. Each Director holds office until (i) the expiration of his term
and until his successor has been elected and qualified, (ii) his death, (iii)
his resignation, (iv) December 31 of the year in which he reaches seventy-three
years of age, or (v) his removal as provided by statute or the Articles of
Incorporation.
All of the Directors have been members of the Board of Directors since the
Fund's initial public offering on February 17, 1994 with the exception of (a)
John Sun Yue Chu, who was appointed to the Board on September 21, 1994 following
the resignation of William Chung Niem Chin and (b) Gerard La Hausse de la
Louviere, who was appointed to the Board on September 21, 1994 following the
resignation of Uday Kumar Gujadhor. At the time of the resignations of Messrs.
Chin and Gujadhor, the Board of Directors elected Mr. Chu and Mr. La Hausse to
fill the vacancies created by such resignations. Mr. Chin had served as a Class
I Director, and Mr. Gujadhor had served as a Class III Director. Mr. Chu and Mr.
La Hausse are therefore standing for election as Class I and Class III
Directors, respectively. Although the term of the Fund's Class III Directors
does not expire until the date on which the Annual Meeting of Stockholders is
held in 1997, Maryland law and the Fund's By-Laws require a Director elected by
the Board of Directors to fill a vacancy to stand for election at the next
annual meeting of stockholders. Mr. Richard E. Salomon has resigned effective
March 14, 1995. Therefore, the Board of Directors has nominated Fergus Reid as a
Director of the Fund, who, if elected, will fill the vacancy created by Mr.
Salomon's resignation from the Board. Mr. Salomon had served as a Class I
Director and Mr. Reid is therefore standing for election as a Class I Director.
Finally, the Board of Directors has fixed the number of Directors constituting
the entire Board of Directors at seven, effective as of the commencement of the
Meeting and has nominated Warren J. Olsen as a Class I Director, who, if
elected, will fill the vacancy created by the Board's action.
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Directors with respect to the engagement of
independent accountants and reviews with the independent accountants the plan
and results of the audit engagement and matters having a material effect on the
Fund's financial operations. The members of the Audit
4
<PAGE> 6
Committee are currently Messrs. Levin and Jones, neither of whom is an
"interested person." After the Meeting, the Audit Committee will continue to
consist of Directors of the Fund who are not "interested persons." The Audit
Committee met once during the fiscal year ended December 31, 1994. The Board of
Directors does not have nominating or compensation committees.
There were four meetings of the Board of Directors held during the fiscal
year ended December 31, 1994. Each director attended at least seventy-five
percent of the aggregate number of meetings of the Board and of any committee on
which he served, except Mr. Biggs.
Each of the nominees for Director has consented to be named in this Proxy
Statement and to serve as a director if elected. The Board of Directors has no
reason to believe that any of the nominees named above will become unavailable
for election as a director, but if that should occur before the Meeting, Proxies
will be voted for such persons as the Board of Directors may recommend.
Certain information regarding each of the nominees as a Director of the
Fund, as well as current Directors and executive officers of the Fund, is set
forth below:
<TABLE>
<CAPTION>
COMMON
STOCK
BENEFICIALLY
OWNED SHARE
AS OF EQUIVALENTS
POSITION WITH APRIL OWNED UNDER
THE FUND PRINCIPAL OCCUPATIONS 3, DEFERRED FEE
NAME AND ADDRESS SINCE 1994 AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT
- ------------------------------- -------------- ------------------------------ ---- ------ ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Barton M. Biggs*............... Director and Chairman and Director of 62 10,151 0 ***
1221 Avenue of the Americas Chairman Morgan Stanley Asset
New York, New York 10020 of the Board Management Inc. and Morgan
Stanley Asset Management
Limited; Managing Director
of Morgan Stanley & Co.
Incorporated; Director of
Morgan Stanley Group Inc.;
Member of International
Advisory Council of The
Thailand Fund; Director and
officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc.
John Sun Yue Chu............... Director Finance director of the ABC 58 0 0 ***
Orchard Towers Group of Companies;
Quatre Bornes Previously Managing Director
Mauritius of Crown Eagle Investments
Ltd.
Gerard E. Jones................ Director Partner in Richards & O'Neil; 58 13,142 0 ***
43 Arch Street Director of Morgan Stanley
Greenwich, Connecticut 06830 Institutional Fund, Inc.,
PCS Cash Fund, Inc., Morgan
Stanley Fund, Inc., The
Turkish Investment Fund,
Inc., The Morgan Stanley
High Yield Fund, Inc.,
Morgan Stanley Africa
Investment Fund, Inc.,
Morgan Stanley Global
Opportunity Bond Fund, Inc.,
Morgan Stanley India
Investment Fund, Inc. and
Morgan Stanley Emerging
Markets Fund, Inc.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
COMMON
STOCK
BENEFICIALLY
OWNED SHARE
AS OF EQUIVALENTS
POSITION WITH APRIL OWNED UNDER
THE FUND PRINCIPAL OCCUPATIONS 3, DEFERRED FEE
NAME AND ADDRESS SINCE 1994 AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT
- ------------------------------- -------------- ------------------------------ ---- ------ ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Gerard La Hausse............... Director Previously Managing Director 67 0 0 ***
de la Louviere of the Anglo-Mauritius
Saint Clement Street Assurance Society Limited;
Curepipe Mauritius Previously Director of The
National Mutual Limited, Les
Moulins de la Concorde
Limitee, Mauritius
Development Investment Trust
Co. Ltd., Sun Resorts
Limited, Dinarobin Inns and
Motels Co. Ltd., The Mount
S.E. Co. Ltd. and Pharmacie
Nouvelle Ltd.
John A. Levin.................. Director President of John A. Levin & 56 5,000 0 ***
One Rockefeller Plaza Co., Inc.; Director of The
New York, New York 10020 Pakistan Investment Fund,
Inc., Morgan Stanley India
Investment Fund, Inc. and
Morgan Stanley Emerging
Markets Debt Fund, Inc.
Warren J. Olsen*............... President Principal of Morgan Stanley 38 0 -- ***
1221 Avenue of the Americas Asset Management Inc.;
New York, New York 10020 Director and officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.
Fergus Reid.................... -- Chairman and Chief Executive 62 0 -- ***
85 Charles Colman Boulevard Officer of Lumelite
Pawling, New York 12564 Corporation; Trustee of
Vista Mutual Fund Group;
Director of Morgan Stanley
Africa Investment Fund,
Inc., The Latin America
Discovery Fund, Inc., Morgan
Stanley Emerging Markets
Debt Fund, Inc., Morgan
Stanley Global Opportunity
Bond Fund, Inc. and The
Pakistan Investment Fund,
Inc.
James W. Grisham*.............. Vice President Principal of Morgan Stanley 53 710 -- ***
1221 Avenue of the Americas Asset Management Inc.; Officer
New York, New York 10020 of various investment
companies managed by Morgan
Stanley Asset Management
Inc.
Harold J. Schaaff, Jr.*........ Vice President Principal of Morgan Stanley & 34 0 -- ***
1221 Avenue of the Americas Co. Incorporated; General
New York, New York 10020 Counsel and Secretary of
Morgan Stanley Asset
Management Inc.; Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.
Joseph P. Stadler*............. Vice President Vice President of Morgan 40 0 -- ***
1221 Avenue of the Americas Stanley Asset Management Inc.;
New York, New York 10020 Officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc.; Previously
with Price Waterhouse LLP.
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
COMMON
STOCK
BENEFICIALLY
OWNED SHARE
AS OF EQUIVALENTS
POSITION WITH APRIL OWNED UNDER
THE FUND PRINCIPAL OCCUPATIONS 3, DEFERRED FEE
NAME AND ADDRESS SINCE 1994 AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT
- ------------------------------- -------------- ------------------------------ ---- ------ ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Valerie Y. Lewis*.............. Secretary Vice President of Morgan 39 0 -- ***
1221 Avenue of the Americas Stanley Asset Management
New York, New York 10020 Inc.; Officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc.; Previously
with Citicorp.
Hilary D. Toole*............... Assistant Associated with Morgan Stanley 31 0 -- ***
1221 Avenue of the Americas Secretary Asset Management Inc.;
New York, New York 10020 Officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc.; Previously
with Womble, Carlyle,
Sandridge & Rice and Reboul,
MacMurray, Hewitt, Maynard &
Kristol.
James R. Rooney*............... Treasurer Assistant Vice President and 36 0 -- ***
73 Tremont Street Manager of Fund
Boston, Massachusetts 02108 Administration, Mutual Funds
Service Company; Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.;
Previously Assistant Vice
President and Manager of
Fund Compliance and Control,
Scudder Stevens & Clark Inc.
and Audit Manager, Ernst &
Young LLP.
------ --- -------
All Nominees, Directors and Officers as a Group.............................. 29,003 0 ***
====== ============= =======
</TABLE>
- ---------------
* "Interested person" within the meaning of the Investment Company Act of
1940, as amended. Mr. Biggs is a director and officer, and Messrs. Olsen,
Grisham, Schaaff, Stadler and Ms. Lewis are officers of the Manager. Ms.
Toole is an employee of the Manager. Mr. Rooney is an employee of Mutual
Funds Service Company, an affiliate of United States Trust Company of New
York, the Fund's U.S. Administrator.
** This information has been furnished by each nominee, director and officer.
*** Less than 1%.
+ Indicates share equivalents owned by the Directors and held in cash accounts
by the Fund on behalf of the Directors in connection with the deferred fee
arrangements described below.
Each officer of the Fund will hold such office until a successor has
been duly elected and qualified.
7
<PAGE> 9
Set forth below is a chart showing the aggregate compensation paid by the
Fund to each Director, as well as the total compensation paid to each Director
by other U.S. registered investment companies advised by MSAM or its affiliates
(collectively, the "Fund Complex"), for their services as Directors of such
investment companies.
<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION NUMBER OF FUNDS
COMPENSATION BENEFITS ACCRUED AS FROM THE FUND AND IN FUND COMPLEX
FROM THE PART OF THE FUND'S FUND COMPLEX PAID TO FOR WHICH
NAME OF DIRECTOR FUND EXPENSES DIRECTORS DIRECTOR SERVES
- ---------------------------------- --------- ---------------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Barton M. Biggs(1) $ 0 None $ 0 6
Warren J. Olsen (1),(2) 0 None 0 15
William Chung Niem Chin(3) 0 None 0 1
John Sun Yue Chu 953.80 None 953.80 1
Uday Kumar Gujadhor(4) 0 None 0 1
Gerard E. Jones 8,176.41 None 85,584.11 9
Gerard La Hausse de la Louviere 203.80 None 203.80 1
John A. Levin 7,479.19 None 24,156.36 3
Richard E. Salomon(5) 7,479.19 None 14,979.19 2
</TABLE>
- ---------------
(1) Mr. Biggs is an officer and director of MSAM, and Mr. Olsen is an officer of
MSAM, and therefore are "interested persons" within the meaning of the
Investment Company Act of 1940, as amended. As a director and/or officer of
MSAM, Messrs. Biggs and Olsen do not receive any compensation from the Fund
or any other U.S. registered investment company in the Fund Complex for
their services as a director of such investment companies.
(2) During 1994, Mr. Olsen resigned from the Fund, but has been nominated for
director by the Fund.
(3) Mr. Chin resigned from the Fund, effective September 19, 1994.
(4) Mr. Gujadhor resigned from the Fund, effective September 19, 1994.
(5) Mr. Salomon resigned from the Fund, effective March 20, 1995, and he has
resigned from the other fund in the Fund Complex.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Fund's officers and directors, and persons who own more than ten percent of
a registered class of the Fund's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange, Inc. The Fund believes that its officers and directors
complied with all applicable filing requirements for the fiscal year ended
December 31, 1994, except that a Form 5 -- Annual Statement of Beneficial
Ownership of Securities for each of Messrs. Biggs, Levin, Jones and Grisham
relating to one transaction in the Fund's shares was inadvertently filed late by
management of the Fund, which had undertaken to file the forms on their behalf.
The election of Messrs. Olsen, Chu, Reid and La Hausse requires the
affirmative vote of a majority of the votes cast at a meeting at which a quorum
is present. Under the Fund's By-laws, the presence in person or by proxy of
stockholders entitled to cast a majority of the votes entitled to be cast
thereat shall constitute a quorum. For this purpose, abstentions and broker
non-votes will be counted in determining whether a quorum is present at the
Meeting, but will not be counted as votes cast at the Meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE FOUR NOMINEES AS DIRECTORS
8
<PAGE> 10
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected Price Waterhouse LLP as
independent accountants for the Fund for the fiscal year ending December 31,
1995. The ratification of the selection of independent accountants is to be
voted on at the Meeting, and it is intended that the persons named in the
accompanying Proxy will vote for Price Waterhouse LLP. Price Waterhouse LLP acts
as the independent accountants for certain of the other investment companies
advised by MSAM. Although it is not expected that a representative of Price
Waterhouse LLP will attend the Meeting, a representative will be available by
telephone to respond to shareholder questions, if any.
The Board's policy regarding engaging independent accountants' services is
that management may engage the Fund's principal independent accountants to
perform any services normally provided by independent accounting firms, provided
that such services meet any and all of the independence requirements of the
American Institute of Certified Public Accountants and the Securities and
Exchange Commission. In accordance with this policy, the Audit Committee reviews
and approves all services provided by the independent accountants prior to their
being rendered. The Board of Directors also receives a report from its Audit
Committee relating to all services that have been performed by the Fund's
independent accountants.
The ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at a meeting at which a quorum
is present. For this purpose, abstentions and broker non-votes will be counted
in determining whether a quorum is present at the Meeting, but will not be
counted as votes cast at the Meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the Fund's management, the following persons owned
beneficially more than 5% of the Fund's outstanding shares at April 30, 1995:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT
OWNER BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------- --------------------------------- -------------
<S> <C> <C>
FMR Corp.*....................... 2,883,600 shares, with sole 8.08%
82 Devonshire Street dispositive power and no voting
Boston, Massachusetts 02109 power(1)
BEA Associates................... 2,564,500 shares, with shared 7.18%
153 East 53rd Street voting power and sole dispositive
One Citicorp Center power(2)
New York, New York 10022
</TABLE>
- ---------------
* Includes 2,812,800 shares held by Fidelity Management & Research Company,
which comprise 7.88% of shares outstanding and 70,800 shares held by
Fidelity Management Trust Company, which comprise 0.20% of shares
outstanding. Edward C. Johnson 3rd, through his control of FMR Corp., is
deemed the beneficial owner of the 2,883,600 shares beneficially owned by
FMR Corp.
(1) Information based upon a schedule 13G filed with the Securities and Exchange
Commission on February 13, 1995.
(2) Information based upon a schedule 13G filed with the Securities and Exchange
Commission on March 27, 1995.
9
<PAGE> 11
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon according to their best judgment in the
interests of the Fund.
STOCKHOLDER PROPOSALS
A stockholders' proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1996 must be received by the Fund on or before
January 29, 1996, in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting.
VALERIE Y. LEWIS
Secretary
Dated: May 26, 1995
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
10
<PAGE> 12
P MORGAN STANLEY INDIA INVESTMENT FUND, INC.
R
O C/O MORGAN STANLEY ASSET MANAGEMENT INC.
X 1221 AVENUE OF THE AMERICAS
Y NEW YORK, NEW YORK 10020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints WARREN J. OLSEN, VALERIE
Y. LEWIS and HAROLD J. SCHAAFF, JR., and each of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby
authorizes said proxies, and each of them, to represent and vote, as designated
on the reverse side, all stock of the above Company held of record by the
undersigned on April 3, 1995 at the Annual Meeting of Stockholders to be held on
June 26, 1995, and at any adjournment thereof.
The undersigned hereby revokes any and all proxies with respect to such
stock heretofore given by the undersigned. The undersigned acknowledges receipt
of the Proxy Statement dated May 26, 1995.
(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.) ---------------
SEE REVERSE
SIDE
---------------
<PAGE> 13
- ------- PLEASE MARK
X VOTES AS
- ------- IN THIS EXAMPLE
<TABLE>
<S> <C> <C> <C>
FOR WITHHELD Class I Nominees: Warren J. Olsen, John Sun Yue
1. Election of -------- -------- Chu and Fergus Reid
the following Class III Nominees: Gerald La Hausse
nominees as de la Louvierre
Directors: -------- --------
-------------------------------------------
For all nominees except as noted above
</TABLE>
<TABLE>
<S> <C>
2. Ratification of the selection of Price FOR AGAINST ABSTAIN
Waterhouse LLP as independent -------- -------- --------
accountants.
3. In the discretion of such proxies, upon any -------- -------- --------
and all other business as may properly come
before the meeting or any adjournment
thereof.
MARK HERE FOR ADDRESS ----------
CHANGE AND NOTE AT LEFT
----------
</TABLE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE THREE CLASS I, THREE CLASS II AND THREE CLASS III
NOMINEES AND IN FAVOR OF PROPOSAL NO. 2. PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN.
SIGNATURE(S) DATE , 1995
------------------------------------------ ----------
When signing as attorney, executor, administrator, trustee, guardian or
custodian, please sign full title as such. If a corporation, please sign full
corporate name by authorized officer and indicate the signer s office. If a
partnership, please sign in partnership name. PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
