SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • June 26th, 2009 • Morgan Stanley India Investment Fund, Inc. • New York
This Subscription Agent Agreement (the “Agreement”) is made as of June [ ] , 2009 between Morgan Stanley India Investment Fund, Inc. (the “Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form N-2, File No. 333-15901 filed by the Company with the Securities and Exchange Commission on May 8, 2009, as amended by any amendment filed with respect thereto (the “Registration Statement”).
June 23, 2009Letter of Agreement • June 26th, 2009 • Morgan Stanley India Investment Fund, Inc. • New York
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by the Morgan Stanley India Investment Fund, Inc. (the “Company”) to act as Information Agent in connection with its rights offer to purchase shares of its own Common Stock (the “Offer”). The term of the Agreement shall be the term of the Offer, including any extensions thereof.
