<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>
The Malaysia 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), or 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
THE MALAYSIA 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 of The
Malaysia Fund, Inc. will be held on Wednesday, June 28, 1995, at 10:30 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 one year, three
Class II directors for a term of two years and four Class III directors for
a term of three years.
2. To ratify or reject the selection by the Board of Directors of
Price Waterhouse LLP as independent accountants for the year ending
December 31, 1995.
3. To consider and act upon any other business that 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 30, 1995
WHETHER OR NOT YOU 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
THE MALAYSIA 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 The Malaysia Fund,
Inc. (the "Fund") in connection with the solicitation of Proxies for use at the
Annual Meeting of Stockholders to be held on Wednesday, June 28, 1995, at 10:30
A.M. (New York time), in Conference Room 3, at 1221 Avenue of the Americas, 22nd
Floor, New York, New York 10020, the principal executive office of Morgan
Stanley Asset Management Inc. (the "Manager"), the Fund's U.S. investment
adviser. The purpose of the Meeting and the matters to be acted upon are set
forth in the accompanying Notice of Annual Meeting.
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. However, if no instructions are specified, shares
will be voted for the election of directors and for the other proposals. 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.
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. On that date, the Fund had 9,722,148 shares of Common Stock outstanding
and entitled to vote. Each share will be entitled to one vote at the Meeting. 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 30, 1995.
The shares represented by properly executed proxy cards will be voted as
specified. It is intended that the shares represented by proxies on which no
specification has been made will be voted FOR the election of the nominees for
Director named herein and FOR ratification of Price Waterhouse LLP as
independent accountants for the year ending December 31, 1995. The Fund intends
to treat properly executed proxies that are marked "abstain" as present for
purposes of determining whether a quorum has been achieved 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 material 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 Corp., 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 THE
FISCAL YEAR ENDED DECEMBER 31, 1994, TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS SHOULD BE MADE IN WRITING TO THE MALAYSIA 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 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.
The Board of Directors of the Fund recommends that the stockholders vote in
favor of each of the matters mentioned in items 1 and 2 of the Notice of Annual
Meeting.
<PAGE> 4
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, three Class I directors will be elected to hold office for
a term of one year, three Class II directors will be elected to hold office for
a term of two years and four Class III directors will be elected to hold office
for a term of three years and, in each case, 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 Peter J. Chase, David B. Gill and Warren J. Olsen as Class I
Directors, John W. Croghan, Graham E. Jones and Frederick B. Whittemore as Class
II Directors and Barton M. Biggs, John A. Levin, Dato Malek Merican and William
G. Morton, Jr. as Class III directors.
The Board of Directors has unanimously approved increasing the number of
directors from nine to ten, effective as of the commencement of the Meeting, and
has recommended that stockholders vote for the election of each of the nominees
for director.
On or about the same date as the Meeting, each of the other closed-end,
U.S. registered investment companies advised by the Manager also is holding a
meeting of stockholders at which, among other things, such stockholders are
considering a proposal to elect as directors of such other investment companies
(with certain limited exceptions) the same people nominated to be directors of
the Fund (except for Morgan Stanley India Investment Fund, Inc.). Accordingly,
if elected, nine of the nominees for directors of the Fund also will act as
directors of The Brazilian Investment Fund, Inc., The Latin American Discovery
Fund, Inc., Morgan Stanley Africa Investment Fund, Inc., Morgan Stanley
Asia-Pacific Fund, Inc., Morgan Stanley Emerging Markets Fund, Inc., Morgan
Stanley Emerging Markets Debt Fund, Inc., Morgan Stanley Global Opportunity Bond
Fund, Inc., The Morgan Stanley High Yield Fund, Inc., The Pakistan Investment
Fund, Inc., The Thai Fund, Inc., and The Turkish Investment Fund, Inc.
(collectively, with the Fund, the "MSAM closed-end funds"). The Board of
Directors believes that this arrangement will enhance the ability of the
directors to deal expeditiously with administrative matters common to the MSAM
closed-end funds, such as evaluating the performance of common service
providers, including the Manager and the administrators, transfer agents,
custodians and accountants of the MSAM closed-and funds.
In connection with the proposed new board arrangements, the Board of
Directors has determined that it would be appropriate to reduce the level of
fees payable by the Fund to its directors. The Fund currently pays each of its
directors who is not a director, officer or employee of the Manager or Arab-
Malaysian Consultant Sdn Bhd, the Fund's Malaysian investment adviser (the
"Malaysian Adviser"), or its affiliates an annual fee of $8,000 plus $800 for
each meeting of the Board of Directors or a committee thereof attended, plus
certain out-of-pocket expenses, with the Chairman of the Board of Directors
receiving $11,500 annually plus $1,050 for each meeting attended. The Fund also
pays the Audit Committee Chairman an annual fee of $1,000 plus $250 for each
meeting of the Audit Committee attended. The fees paid to the Chairman of the
Audit Committee are in addition to the fees the Chairman of the Audit Committee
receives for serving as a director. Aggregate fees and expenses paid or payable
to the Board of Directors for the fiscal year ended December 31, 1994 were
$98,249. Effective immediately following the Meeting, each of the directors of
the Fund who is not a director, officer or employee of the Manager or the
Malaysian Adviser or its affiliates will receive from the Fund an annual fee of
$4,000 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 (the "1940 Act"), will receive an additional annual fee of $750
for serving on such committee.
2
<PAGE> 5
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
$28,500 (including fees payable to members of the Audit Committee), assuming
each of the six nominees named herein who is not a director, officer or employee
of the Manager or the Malaysian Adviser 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 $78,300 for the same six nominees, assuming
each such nominee attended four Board meetings and two Audit Committee meetings.
The level of fees payable by the Fund to its directors will be reviewed by the
Board of Directors annually.
Each of the directors who is not an "affiliated person", within the meaning
of the Investment Company Act of 1940 (the "1940 Act"), of the Manager may enter
into a deferred 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.
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 the Manager), 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, only Mr. Jones has elected to enter the Fee Arrangement with the
Fund.
So that each of the nominees named herein could be nominated for election
it was necessary for Messrs. Debbs, Hashim and Robbins to resign from, or not
seek re-election to, the Board of Directors. The Fund and the remaining members
of the Board of Directors would like to express their sincerest appreciation to
such directors for their dedication and service to the Fund.
The Fund's By-Laws provide that the Board of Directors is divided into
three classes. Each director holds office until (i) the expiration of his term
and until his successor shall be elected and qualified, (ii) his death, (iii) he
has resigned, (iv) December 31 of the year in which he shall have reached
seventy-three years of age or (v) has been removed as provided by statute or the
Articles of Incorporation of the Fund.
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
3
<PAGE> 6
material effect upon the Fund's financial operations. The members of the Audit
Committee are Messrs. Chase, Jones, Morton and Robbins, none of whom is an
"interested person" (as defined in the 1940 Act). After the Meeting, the Audit
Committee will continue to consist of the directors of the Fund who are not
"interested persons." The Audit Committee met twice during the fiscal year ended
December 31, 1994. The Audit Committee also met on February 23, 1995, to ratify
and approve the Fund's 1994 annual report to stockholders. At the present time,
the Board of Directors has no compensation or nominating committees, or other
committee performing similar functions.
There were four meetings of the Fund's Board of Directors held during the
fiscal year ended December 31, 1994, and each incumbent director, with the
exception of Mr. Hashim, attended at least 75% of the aggregate number of
meetings of the Board of Directors and meetings of Committees thereof on which
that Director served.
Each of the nominees 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 for election as a
director of the Fund and the executive officers of the Fund is set forth below.
<TABLE>
<CAPTION>
SHARE
COMMON STOCK EQUIVALENTS
BENEFICIALLY OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS OWNED AS OF DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE APRIL 3, 1995** ARRANGEMENT+ PERCENT
- - ---------------------------- ----------------- ------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Barton M. Biggs* Nominee Chairman and Director of Morgan 62 0 -- 0
1221 Avenue of the Stanley Asset Management Inc.
Americas and Morgan Stanley Asset Man-
New York, NY 10020 agement Limited; Managing Di-
rector 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.
Peter J. Chase Director and Chairman of CGL, Inc.; 62 1,742 -- ****
821-C San Mateo Nominee Principal, Statements;
Santa Fe, NM 87505 Director of The Thai Fund,
Inc. and Morgan Stanley
Asia-Pacific Fund, Inc.;
Member of the Advisory Coun-
cil of The Thailand Fund; and
Consultant, NGV Systems, Inc.
Previously Chairman of CJS,
Inc. and Principal of Sidney
A. Staunton, Inc. and The
Yankee Group.
John W. Croghan Nominee Chairman of Lincoln Capital 64 0 -- 0
200 South Wacker Drive Management Company; Director
Chicago, IL 60606 of St. Paul Bancorp, Inc.,
Lindsay Manufacturing Co.,
Morgan Stanley Emerging
Markets Fund, Inc. and Morgan
Stanley Asia-Pacific Fund,
Inc.; Previously, Director of
Blockbuster Entertainment
Corporation.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
SHARE
COMMON STOCK EQUIVALENTS
BENEFICIALLY OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS OWNED AS OF DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE APRIL 3, 1995** ARRANGEMENT+ PERCENT
- - ---------------------------- ----------------- ------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
David B. Gill Nominee Director of The Thai Fund, 68 0 -- 0
3042 Cambridge Place, N.W. Inc., The Latin American
Washington, D.C. 20007 Discovery Fund, Inc. and the
Mauritius Fund Limited;
Member of the International
Advisory Committee of Banco
Surinvest S.A.; Member of the
International Advisory
Council of The Thailand Fund;
International Adviser to
Crown Agents for Overseas
Governments and Ad-
ministrators; Member of the
Capital Markets Committee of
the Inter-American Investment
Corporation; Member of the
Advisory Counsel of Korea De-
velopment Investment Corpora-
tion; Chairman and Director
of Norinvest Bank; Member of
The International Advisory
Council of Investment
Management Company Chile
S.A.; Previously, Director of
Capital Markets Department of
the International Financial
Corporation; Trustee,
Batterymarch Finance Manage-
ment; Chairman and Director,
Equity Fund of Latin America
S.A., Commonwealth Equity
Fund Limited; and Director,
Global Securities, Inc.
Graham E. Jones Director and Senior Vice President of BGK 62 2,667 191 ****
23 Chestnut Street Nominee Properties, Inc.; Trustee of
Boston, MA 02108 nine funds managed by Weiss,
Peck & Greer; Trustee of
eight funds managed by Morgan
Grenfell Capital Management
Incorporated; Director of The
Turkish Investment Fund,
Inc., The Thai Fund, Inc. and
The Pakistan Investment Fund,
Inc.; Member of the
International Advisory
Council of The Thailand Fund;
Previously, Chief Financial
Officer of Practice
Management Systems, Inc.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
SHARE
COMMON STOCK EQUIVALENTS
BENEFICIALLY OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS OWNED AS OF DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE APRIL 3, 1995** ARRANGEMENT+ PERCENT
- - ---------------------------- ----------------- ------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
John A. Levin* Nominee President of John A. Levin & 56 0 -- 0
One Rockefeller Plaza Co., Inc.; Director of Morgan
New York, NY 10020 Stanley Emerging Markets Debt
Fund, Inc., Morgan Stanley
India Investment Fund, Inc.
and The Pakistan Investment
Fund, Inc.
Dato Malek Merican* Director and Director and Advisor, Arab-Ma- 60 0 N/A 0
15 Jalan Chempenai Nominee laysian Merchant Bank Berhad;
Damansara Heights Director, AMMB Holdings Sdn
50490 Kuala Lumpur Bhd; Arab-Malaysian
Malaysia Consultant Sdn Bhd;
Arab-Malaysian Securities
Holding Sdn Bhd; Arab-
Malaysian Securities Sdn Bhd;
AMSEC Nominees Sdn Bhd;
Arab-Malaysian Unit Trusts
Bhd; Arab-Malaysian Nominees
Sdn Bhd; Arab-Malaysian Prop-
erty Trust Management Bhd;
Arab-Malaysian Merchant Sdn
Bhd; Arab-Malaysian Bank Bhd;
Arab-Malaysian Trustee Bhd;
Employees Provident Fund;
Frasers Securities Pte Ltd,
Singapore; Frasers
International Pte Ltd,
Singapore; Malaysian Emerging
Companies Growth Fund Ltd;
Isetan of Japan Sdn Bhd;
Kumpualan Kseena Sdn Bhd and
its group of companies; Pheim
Asset Management Pte Ltd,
Singapore; and Asian Emerging
Companies Growth Fund Ltd;
Chairman, AMMB Labuan Ltd and
Malaysian Issuing House Sdn
Bhd; President, Federation of
Malaysian Unit Trust
Managers; Trustee, Tun Abdul
Razak Foundation; and Member,
Investment Advisory Counsel
of the Malaysian Growth Fund
and Court of Fellows of the
Malaysian Institute of
Management.
William G. Morton, Jr. Director Chairman and Chief Executive 58 500 0 ****
246 Commonwealth (since 1994) Officer, Boston Stock
Avenue and Nominee Exchange; Director, Tandy
Boston, MA 02116 Corporation; Director of
various investment companies
managed by Morgan Stanley
Asset Management Inc.
Warren J. Olsen* Director Principal of Morgan Stanley 38 861 N/A ****
1221 Avenue of the Americas (since 1994), Asset Management Inc.; and
New York, NY 10020 President Director and Officer of
(since 1989) various investment companies
and managed by Morgan Stanley
Nominee*** Asset Management Inc.
Previously associated with
Sullivan & Cromwell.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
SHARE
COMMON STOCK EQUIVALENTS
BENEFICIALLY OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS OWNED AS OF DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE APRIL 3, 1995** ARRANGEMENT+ PERCENT
- - ---------------------------- ----------------- ------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Frederick B. Whittemore* Nominee Advisory Director of Morgan 64 0 -- 0
1251 Avenue of the Americas Stanley & Co. Incorporated;
New York, NY 10020 Chairman of the United States
National Committee for
Pacific Economic Cooperation;
and Director and Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.
Previously Managing Director
of Morgan Stanley & Co.
Incorporated.
James W. Grisham Vice President*** Principal of Morgan Stanley & 53 0 N/A 0
1221 Avenue of the Americas (since 1992) Co. Incorporated and Morgan
New York, NY 10020 Stanley Asset Management
Inc.; and Officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc.
Harold J. Schaaff, Jr. Vice President*** Principal of Morgan Stanley & 34 343 N/A ****
1221 Avenue of the Americas (since 1992) Co. Incorporated; General
New York, NY 10020 Counsel and Secretary of
Morgan Stanley Asset
Management Inc.; and Officer
of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Previously associated with
Sullivan & Cromwell.
Joseph P. Stadler Vice President*** Vice President of Morgan 40 0 N/A 0
1221 Avenue of the Americas (since 1994) Stanley Asset Management Inc.
New York, NY 10020 and Officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc. Previously
associated with Price
Waterhouse.
Valerie Y. Lewis Secretary*** Vice President of Morgan 39 0 N/A 0
1221 Avenue of the Americas (since 1990) Stanley Asset Management Inc.
New York, NY 10020 and Officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc. Previously
employed by Citicorp.
Hilary D. Toole Assistant Associated with Morgan Stanley 31 0 N/A 0
1221 Avenue of the Americas Secretary*** Asset Management Inc. and Of-
New York, NY 10020 (since 1994) ficer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Formerly with Womble, Car-
lyle, Sandridge & Rice and
Reboul, MacMurray, Hewitt,
Maynard & Kristol.
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
SHARE
COMMON STOCK EQUIVALENTS
BENEFICIALLY OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS OWNED AS OF DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE APRIL 3, 1995** ARRANGEMENT+ PERCENT
- - ---------------------------- ----------------- ------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
James R. Rooney Treasurer*** Assistant Vice President and 36 0 N/A 0
73 Tremont Street (since 1994) Manager of Fund
Boston, MA 02108 Administration, Mutual Funds
Service Company and 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.; Audit Manager, Ernst &
Young.
All Nominees and Executive Officers as a Group..................................... 6,113 191 ****
============ ============= =======
</TABLE>
- - ---------------
* "Interested person" within the meaning of the Investment Company Act of
1940. Mr. Biggs is a director and officer of the Manager. Messrs.
Whittemore and Debs are Advisory Directors of Morgan Stanley & Co.
Incorporated, an affiliate of the Manager, and Mr. Whittemore is also the
owner of a beneficial interest in the Manager. Mr Hashim is affiliated with
the Malaysian Adviser. Mr. Merican is a director of the Malaysian Adviser.
Mr. Levin is an officer of John A. Levin & Co., Inc., a registered
broker-dealer.
** This information has been furnished by each nominee and executive officer.
*** Each officer of the Fund will hold such office until a successor has been
elected by the Board of Directors.
**** Less than 1%.
+ Indicates share equivalents owned by nominees who are currently directors
and held in cash accounts by the Fund on their behalf in connection with the Fee
Arrangement.
Each officer of the Fund will hold such office until a successor has been
duly elected and qualified.
The following table sets forth the aggregate compensation paid or payable
during the fiscal year ended December 31, 1994, by the Fund to each director,
information as to pension and retirement benefits from the Fund and the total
compensation paid during the fiscal year ending December 31, 1994, to each
director for service on the Board of Directors of the Fund and of other funds
which hold themselves out as related to the Fund for investor or customer
services or for which Manager, the Malaysian Adviser or an affiliated person
thereof acts as the investment adviser (collectively, the "Fund Complex").
<TABLE>
<CAPTION>
PENSION OR NUMBER OF
RETIREMENT ESTIMATED TOTAL FUNDS IN
AGGREGATE BENEFITS ANNUAL COMPENSATION FUND COMPLEX
COMPENSATION ACCRUED AS BENEFITS FROM THE FOR WHICH
FROM THE PART OF FUND UPON FUND AND DIRECTOR
NAME OF DIRECTOR FUND* EXPENSES RETIREMENT FUND COMPLEX SERVES
- - ----------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Richard A. Debs**............ $ 15,700 None None $ 15,700 1
Warren J. Olsen**............ $ 0 None None $ 0 15***
R. Michael Barth............. $ 10,400 None None $ 10,400 1****
Peter J. Chase............... $ 14,700 None None $ 30,093 3
Dato Azlan Hashim**.......... $ 0 None None $ 0 1
Graham E. Jones.............. $ 12,800 None None $ 37,700 4
Dato Malek Merican**......... $ 0 None None $ 0 1
William G. Morton, Jr........ $ 218 None None $ 16,587 4
Sidney M. Robbins............ $ 14,300 None None $ 14,300 1
</TABLE>
- - ---------------
* None of the directors deferred any compensation during the fiscal year
ended December 31, 1994.
** "Interested person" within the meaning of the Investment Company Act of
1940.
*** During 1994, Mr. Olsen resigned as a director from one of the funds in the
Fund Complex and thus he currently serves as a director to fourteen funds
in the Fund Complex.
**** During 1995, Mr. Barth resigned as a director of the Fund and thus he is no
longer a director of any funds in the Fund Complex.
8
<PAGE> 11
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 one Form 5 -- Annual Statements of Beneficial
Ownership of Securities for each of Messrs. Debs, Olsen, Chase, Jones, Morton,
Robbins and Schaaff, each relating to one transaction of the Fund's shares, was
inadvertently filed late by management of the Fund, which had undertaken to file
the forms on their behalf.
The candidates for directors receiving the greatest number of votes at a
meeting at which a quorum is present will be elected. 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" THIS
PROPOSAL NO. 1.
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
A majority of the members of the Board of Directors who are not interested
persons of the Fund has selected Price Waterhouse LLP as independent accountants
for the Fund for the year ending December 31, 1995. The ratification of the
selection of independent accountants is to be voted upon at the Meeting, and it
is intended that the persons named in the accompanying Proxy vote for Price
Waterhouse LLP. 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 of Directors' 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 reviewed and approved 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 after they 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.
9
<PAGE> 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The only beneficial owners, known to the Fund, of more than 5% of the
outstanding shares of Common Stock of the Fund are the following:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
NAME AND ADDRESS AS OF APRIL 3, 1995 PERCENT
- - ------------------------------------------------------ ---------------------- ------
<S> <C> <C>
Fiduciary Trust Company International 666,667* 6.86%
Two World Trade Center
New York, NY 10048
United Nations Joint Staff Pension Fund 666,667* 6.86%
United Nations
New York, NY 10017
</TABLE>
- - ---------------
*Shared voting and dispositive power with respect to all shares.
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 stockholder's 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 31, 1996 in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting.
ADDRESSES OF INVESTMENT ADVISERS
The principal office of the Manager is 1221 Avenue of the Americas, New
York, New York 10020. The principal office of the Malaysian Adviser is 21st-29th
Floors, Bangurian Arab-Malaysian, Jalan Raja Chulan, 200 Kuala Lumpur, Malaysia.
VALERIE Y. LEWIS
Secretary
Dated: May 30, 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> 13
THE MALAYSIA FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
P 1221 AVENUE OF THE AMERICAS
R NEW YORK, NEW YORK 10020
O
X THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Y
The undersigned hereby appoints WARREN J. OLSEN, HAROLD J. SCHAAFF, JR.,
and VALERIE Y. LEWIS as Proxies each with the power to appoint his or her
substitute, and hereby authorizes 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 28, 1995, and at any adjournment thereof.
(Continued and to be signed and dated on reverse side.)
SEE REVERSE
SIDE
<PAGE> 14
/ X / PLEASE MARK VOTES AS IN THIS EXAMPLE.
<TABLE>
<S> <C>
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 Proposals Nos. 1 and 2. Please sign exactly as your name appears below. Where shares are held
by joint tenants, both should sign.
1. Election of the following nominees as Directors:
Class I Nominees: Peter J. Chase, David B. Gill and
Warren J. Olsen
Class II Nominees: John W. Croghan, Graham E. Jones and 2. Ratification of the selection of FOR AGAINST ABSTAIN
Frederick B. Whittemore Price Waterhouse LLP as / / / / / /
Class III Nominees: Barton M. Biggs, John A. Levin, independent accountants.
Dato Malek Merican and William G. Morton, Jr.
FOR WITHHELD 3. To vote upon any and all business as may properly come
/ / ALL / / FROM ALL before the meeting or any adjournment thereof.
NOMINEES NOMINEES
/ /_______________________________ MARK HERE
For all nominees except as noted above FOR ADDRESS
CHANGE AND / /
NOTE AT LEFT
When signing as attorney, executor, administrator, trustee, guardian
or custodian for a minor, 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 Signature:______________________________________ Date: _____________
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature:______________________________________ Date: _____________
</TABLE>
