EX-99.(D)(3) 3 a05-15912_1ex99dd3.htm EX-99.(D)(3)

Exhibit 99.(d)(3)

[Form of Notice of Guaranteed Delivery]

NOTICE OF GUARANTEED DELIVERY
For Shares of Common Stock of

MORGAN STANLEY INDIA INVESTMENT FUND, INC.
Subscribed for under Primary Subscription
and the Over-Subscription Privilege

As set forth in the Prospectus, this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all shares of the Fund's Common Stock (the "Shares") subscribed for under the Primary Subscription and the Over-Subscription Privilege. Such form may be delivered by hand or sent by facsimile transmission, overnight courier or first class mail to the Subscription Agent.

The Subscription Agent is:

American Stock Transfer and Trust Company

By Mail American Stock Transfer & Trust Company Operation Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, NY 11219				By Hand: American Stock Transfer & Trust Company Attn: Reorganization Department 59 Maiden Lane New York, New York 10038
By Overnight Courier: American Stock Transfer & Trust Company Operation Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, NY 11219

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

The New York Stock Exchange member firm or bank or trust company which completes this form must communicate this guarantee and the number of Shares subscribed for in connection with this guarantee (separately disclosed as to the Primary Subscription and the Over-Subscription Privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., New York time, on the Expiration Date, unless extended, guaranteeing delivery of (a) payment in full for all subscribed Shares and (b) a properly completed and signed copy of the Subscription Certificate (which certificate and full payment must then be delivered to the Subscription Agent no later than the close of business of the third business day after the Expiration Date, unless extended). Failure to do so will result in a forfeiture of the Rights.

GUARANTEE

The undersigned, a member firm of the New York Stock Exchange or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., New York City time, on the third Business Day after the Expiration Date (December 12, 2005, unless extended as described in the Prospectus) of (a) a properly completed and executed Subscription Certificate and (b) payment of the full Subscription Price for Shares subscribed for on Primary Subscription and for any additional Shares subscribed for pursuant to the Over-Subscription Privilege, as subscription for such Shares is indicated herein or in the Subscription Certificate.

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Broker Assigned Control #

MORGAN STANLEY INDIA INVESTMENT FUND, INC.

1. Primary Subscription

Number of Rights to be exercised

Number of Primary Shares requested for which you are guaranteeing delivery of Rights and Payment

Payment to be made in connection with Primary Shares

Rights

Shares (Rights /3)

$

2. Over-Subscription

Number of Over-Subscription Shares requested for which you are guaranteeing payment

Payment to be made in connection with Over-Subscription Shares

Shares

$

3. Totals

Total Number of Rights to be Delivered

Total Number of Shares to be Delivered

Rights

Shares

$ Total Payment

Method of delivery (circle one)

A.  Through DTC

B.  Direct to American Stock Transfer & Trust Company, as Subscription Agent. Please reference below the registration of the Rights to be delivered.

Please assign a unique control number for each guarantee submitted. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.

Name of Firm				Authorized Signature
DTC Participant Number				Title
Address				Name (Please Type or Print)
Zip Code				Phone Number
Contact Name				Date

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