INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT

AGREEMENT, dated as of March 13, 1997, between MORGAN STANLEY INDIA INVESTMENT FUND, INC. a Maryland corporation (the Fund), and MORGAN STANLEY ASSET MANAGEMENT INC., a Delaware corporation (the Investment Manager).

WHEREAS, the Fund is a closed-end, non-diversified management investment company registered under the U.S. Investment Company Act of 1940 as amended (the 1940 Act), shares of common stock of which are registered under the Securities Act of 1933, as amended; and

WHEREAS, the Funds investment objective is long term capital appreciation which it seeks to achieve by investing primarily in equity securities of Indian issuers (as defined in the Prospectus dated February 17, 1994 (the Prospectus) contained in the Funds Registration Statement, on Form N-2 (File Nos. 33-73368 and 811-8238) (the Registration Statement); and

WHEREAS, the Fund desires to retain the Investment Manager to render investment management services with respect to its assets and the Investment Manager is willing to render such services.

NOW, THEREFORE, in consideration of the mutual covenants hereafter contained, it is hereby agreed by and between the parties hereto as follows:

1.             Appointment of Investment Manager.  (a) The Fund hereby employs the Investment Manager for the period and on the terms and conditions set forth herein, subject at all times to the supervision of the Board of Directors of the Fund, to:

(i)            Make all investment decisions for the assets of the Fund and manage the investment and reinvestment of those assets in accordance with the investment objective and policies of the Fund, as set forth in the Funds Prospectus, and subject always to the restrictions of the Funds Articles of Incorporation and By-Laws, as amended or restated from time to time, the provisions of the 1940 Act and the Funds investment objective and policies and investment restrictions, as the same are set forth in the Funds Prospectus.  Should the Board of Directors of the Fund at any time make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.  The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Fund and to place all orders for the purchase or sale of portfolio securities for the Fund with brokers or dealers selected by it and, in connection therewith, the Investment Manager is authorized as agent of the Fund to give instructions to the custodians from time to time of the Funds assets as to deliveries of securities and payments of cash for the account of the Fund.  In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to seek to obtain for the Fund the most favorable net results as determined by the Board of Directors of the Fund.  Subject to this requirement and the provisions of the 1940 Act, the U.S. Securities Exchange Act of 1934, as amended, and any other applicable provisions of law, nothing shall prohibit the Investment Manager from selecting brokers or dealers with which it or the Fund is affiliated or which provide the Investment Manager with investment research services as described in the Funds Prospectus;