SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE MALAYSIA FUND, INC.
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(Names of Registrants as Specified in Their Charters)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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
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(5) Total fee paid:
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[ ] 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 the
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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MORGAN STANLEY EASTERN EUROPE FUND, INC.
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
MORGAN STANLEY EMERGING MARKETS FUND, INC.
MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.
MORGAN STANLEY HIGH YIELD FUND, INC.
MORGAN STANLEY INDIA INVESTMENT FUND, INC.
THE LATIN AMERICAN DISCOVERY FUND, INC.
THE MALAYSIA FUND, INC.
THE THAI FUND, INC.
THE TURKISH INVESTMENT FUND, INC.
c/o Morgan Stanley Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020
-------------------
NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
-------------------
To Our Stockholders:
Notice is hereby given that the Annual Meetings of Stockholders of each of
the Funds listed above (each a "Fund" and collectively, the "Funds") will be
held on Thursday, June 6, 2002, at the offices of Morgan Stanley Investment
Management Inc., 1221 Avenue of the Americas, 5th Floor, New York, New York
10020:
Conference Room 4
The Thai Fund, Inc. ("TTF") .................................... 8:30 a.m.
The Malaysia Fund, Inc. ("MF") ................................. 8:45 a.m.
Morgan Stanley High Yield Fund, Inc. ("MSY") ................... 9:00 a.m.
Morgan Stanley Global Opportunity Bond Fund, Inc. ("MGB") ...... 9:15 a.m.
Morgan Stanley Emerging Markets Debt Fund, Inc. ("MSD") ........ 9:30 a.m.
Conference Room 3
Morgan Stanley Eastern Europe Fund, Inc. ("RNE") ............... 8:30 a.m.
The Turkish Investment Fund, Inc. ("TKF") ...................... 8:45 a.m.
Morgan Stanley Emerging Markets Fund, Inc. ("MSF") ............. 9:00 a.m.
The Latin American Discovery Fund, Inc. ("LDF") ................ 9:15 a.m.
Morgan Stanley India Investment Fund, Inc. ("IIF") ............. 9:30 a.m.
The Meetings are being held for the following purpose:
1. To elect Directors of the Funds.
Only stockholders of record of a particular Fund at the close of
business on April 8, 2002, the record date for the Meetings, are entitled to
notice of, and to vote at, the Meeting of that Fund or any adjournments thereof.
MARY E. MULLIN
Secretary
Dated: May 1, 2002
If you do not expect to attend the Meeting(s) for your Fund(s), please
sign and promptly return the enclosed Proxy Card(s) in the enclosed
self-addressed envelope. In order to avoid the additional expense to the Funds
of further solicitation, we ask your cooperation in mailing your Proxy Card(s)
promptly.
Morgan Stanley Eastern Europe Fund, Inc. ("RNE")
Morgan Stanley Emerging Markets Debt Fund, Inc. ("MSD")
Morgan Stanley Emerging Markets Fund, Inc. ("MSF")
Morgan Stanley Global Opportunity Bond Fund, Inc. ("MGB")
Morgan Stanley High Yield Fund, Inc. ("MSY")
Morgan Stanley India Investment Fund, Inc. ("IIF")
The Latin American Discovery Fund, Inc. ("LDF")
The Malaysia Fund, Inc. ("MF")
The Thai Fund, Inc. ("TTF")
The Turkish Investment Fund, Inc. ("TKF")
c/o Morgan Stanley Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020
-------------------
JOINT PROXY STATEMENT
This statement is furnished by the Board of Directors (each a "Board"
and collectively, the "Boards") of each of the Funds listed above (each a "Fund"
and collectively, the "Funds") in connection with the solicitation of Proxies by
the Board of Directors for use at the Annual Meeting of Stockholders of the Fund
(each a "Meeting" and collectively, the "Meetings") to be held on Thursday, June
6, 2002, at the principal executive office of the investment adviser for each
Fund, Morgan Stanley Investment Management Inc. (hereinafter "Morgan Stanley
Investment Management" or the "Manager"), 1221 Avenue of the Americas, 5th
Floor, New York, New York 10020. It is expected that the Notice of Special
Meeting, Joint Proxy Statement and Proxy Card(s) will first be mailed to
stockholders on or about May 1, 2002. The purpose of the Meetings, the matters
to be acted upon and the commencement time of each Meeting are set forth in the
accompanying Notice of Annual Meeting of Stockholders.
If the accompanying Proxy Card for a Fund is executed properly and
returned, shares represented by it will be voted at the Meeting for that Fund in
accordance with the instructions on the Proxy Card. 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 and voting at the Meeting of such Fund. If no instructions
are specified, shares will be voted FOR the election of the nominees for
Directors of that Fund.
The Board has fixed the close of business on April 8, 2002 as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the Meetings and at any adjournments thereof. On that date, the
following number of shares of Common Stock of each Fund were outstanding and
entitled to vote:
LDF ...................................................... 10,789,005 shares
MF ....................................................... 9,738,015 shares
MSD ...................................................... 22,046,681 shares
MSF ...................................................... 18,710,084 shares
MGB ...................................................... 4,190,803 shares
RNE ...................................................... 3,746,408 shares
MSY ...................................................... 11,668,740 shares
IIF ...................................................... 19,038,804 shares
TTF ...................................................... 13,269,578 shares
TKF ...................................................... 6,004,906 shares
The expense of solicitation will be borne by the Funds and will include
reimbursement to brokerage firms and others for reasonable expenses in
forwarding proxy solicitation materials to beneficial owners. The solicitation
of Proxy Cards will be largely by mail, but may include, without cost to the
Funds, telephonic, telegraphic or oral communications by regular employees of
the Manager. The solicitation of Proxy Cards is also expected to include
communications by employees of Georgeson Shareholder Communications Inc., a
proxy solicitation firm expected to be engaged by the Funds to solicit Proxy
Cards by mail or by telephonic, telegraphic or oral communications at a cost not
expected to exceed $4,000 per Fund, plus out-of-pocket expenses.
Each Fund will furnish, without charge, a copy of its annual report for its
fiscal year ended December 31, 2001 (October 31, 2001 for TKF), to any
stockholder of such Fund requesting such reports. Requests for annual and/or
semi-annual reports should be made in writing to the respective Fund, c/o J.P.
Morgan Investor Services Co., P.O. Box 2798, Boston, Massachusetts 02208-2798,
or by calling 1-800-221-6726.
J.P. Morgan Investor Services Co. is an affiliate of the Funds'
administrator, JPMorgan Chase Bank ("JPMorgan Chase"), and provides
administrative services to the Funds. The business address of JPMorgan Chase and
J.P. Morgan Investor Services Co. is 73 Tremont Street, Boston, Massachusetts
02108.
This Joint Proxy Statement is being used in order to reduce the
preparation, printing, handling and postage expenses that would result from the
use of a separate proxy statement for each Fund and, because stockholders may
own shares of more than one Fund, to avoid burdening stockholders with more than
one proxy statement. Shares of a Fund are entitled to one vote each at the
respective Fund's Meeting. To the extent information relating to common
ownership is available to the Funds, a stockholder that owns of record shares in
two or more of the Funds will receive a package containing a Joint Proxy
Statement and Proxy Cards for the Funds in which such stockholder is a record
owner. If the information relating to common ownership is not available to the
Funds, a stockholder that beneficially owns shares in two or more Funds may
receive two or more packages each containing a Joint Proxy Statement and a Proxy
Card for each Fund in which such stockholder is a beneficial owner. If the
proposed election of Directors is approved by stockholders of one Fund and
disapproved by stockholders of other Funds, the proposal will be implemented for
the Fund that approved the proposal and will not be implemented for any Fund
that did not approve the proposal. Thus, it is essential that stockholders
complete, date, sign and return each enclosed Proxy Card.
THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE IN FAVOR OF THE MATTER MENTIONED IN THE NOTICE OF ANNUAL
MEETINGS.
2
ELECTION OF DIRECTORS
(Proposal No. 1)
At the Meetings, Directors will be elected to hold office for a term
specified below and until their successors are duly elected and qualified. It is
the intention of the persons named in the accompanying Proxy Card to vote, on
behalf of the stockholders, for the election of:
(i) Ronald E. Robison, Michael Nugent, Joseph J. Kearns and Fergus Reid as
Class I Directors for a term expiring in 2005, for all of the Funds
except for IIF, and
(ii) Clifford D'Souza, Barton M. Biggs and Gaetan Bouic as Class II
Directors for a term expiring in 2005 and Nilesh Joshi as a Class III
Director for a term expiring in 2003, for IIF.
Pursuant to each Fund's By-Laws, the terms of office of the Directors are
staggered. The Board of Directors is divided into three classes, designated
Class I, Class II and Class III, with each class having a term of three years.
Each year the term of one class expires. With respect to all Funds other than
IIF, Class I currently consists of Ronald E. Robison, Michael Nugent, Joseph J.
Kearns and Fergus Reid. Class II currently consists of John D. Barrett II,
Vincent R. McLean and C. Oscar Morong, Jr. Class III currently consists of
Barton M. Biggs, Gerard E. Jones, Thomas P. Gerrity and William G. Morton, Jr.
Only the Directors in Class I are being considered for election at this Meeting
with respect to all Funds other than IIF. With respect to IIF, Class I currently
consists of Ronald E. Robison, John S.Y. Chu and Fergus Reid. Class II currently
consists of Gaetan Bouic, Clifford D'Souza and Barton M. Biggs. Class III
currently consists of Nilesh Joshi, Gerard E. Jones and Marie Joseph Raymond La
Musse. Only the Directors in Class II and Mr. Joshi are being considered for
election at this Meeting.
Pursuant to each Fund's By-Laws, 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-two years of age, or (v) his removal as provided by statute or
the Fund's Articles of Incorporation. Each officer of the Fund will hold such
office until his or her death or resignation or a successor has been duly
elected and qualified.
The Board of Directors of each Fund 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 each Fund's financial operations. Each Fund has adopted a
formal, written Audit Committee Charter. The Audit Committees of the Funds met
three times during the fiscal year ended December 31, 2001 (October 31, 2001 for
TKF).
The members of the Audit Committee of each Fund other than IIF are John D.
Barrett II, Joseph J. Kearns, Gerard E. Jones, Vincent R. McLean and C. Oscar
Morong, Jr. The members of IIF's Audit Committee are John S.Y. Chu, Fergus Reid,
Gaetan Bouic, Gerard E. Jones and Marie Joseph Raymond La Musse. None of the
members of the Funds' Audit Committees is an "interested person," as defined
under the Investment Company Act of 1940, as amended (the "1940 Act"), of the
Funds (with such Directors being "Independent Directors"), and each of whom is
"independent" from the Funds under the listing standards of the New York Stock
Exchange, Inc. Joseph J. Kearns is the Chairman of each Audit Committee other
than for IIF. Gerard E. Jones is the Chairman of IIF's Audit Committee.
The Boards of Directors also have a Nominating and Compensation Committee.
The Nominating and Compensation Committee evaluates and recommends nominees for
election to each Fund's Board of Directors and establishes compensation for
Independent Directors. Each Fund has adopted a formal, written Nominating and
Compensation Committee Charter. The members of the Nominating and Compensation
Committee of each Fund other than IIF are Thomas P. Gerrity, William G. Morton,
Jr., Michael Nugent and Fergus Reid, each of whom is an Independent Director.
The members of IIF's Nominating and Compensation Committee are Fergus Reid,
Gerard E. Jones, John S.Y. Chu, Marie Joseph Raymond La Musse and Gaetan Bouic,
each of whom is an Independent Director. The Chairman of each Nominating and
Compensation Committee is Mr. Reid. Each Nominating and Compensation Committee
met one time during the fiscal year ending December 31, 2001 (October 31, 2001
for TKF).
At a meeting on June 14, 2001, the Board of Directors of each Fund,
including a majority of the Independent Directors, approved the continuation of
the Investment Advisory and Management Agreement between each Fund and the
Manager for a one-year period.
3
There were five meetings of the Boards of Directors of the Funds held
during the fiscal year ended December 31, 2001 (October 31, 2001 for TKF). For
the 2001 fiscal year, each current Director attended at least seventy-five
percent of the aggregate number of meetings of the Board and of any committee on
which he served that were held during the time such Director was a member of the
Board except for Barton M. Biggs.
Each of the nominees for Director has consented to be named in this Joint
Proxy Statement and to serve as a director of each Fund if elected. The Board of
Directors of each Fund 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 for that Fund, Proxies will be voted for such persons
as the Board of Directors of the Fund may recommend.
Certain information regarding the current Directors of the Funds is set
forth below:
Number of
Portfolios in
Principal Occupations During Fund Complex
Position with Past Five Years and Other Overseen by
Name, Address and Age the Funds Directorships Director
- ------------------------------ ------------------------ -------------------------------- --------------
Interested Directors
- ------------------------------
Barton M. Biggs*(1)+ .......... Class III Director and Chairman, Director and 78
1221 Avenue of the Americas Chairman of the Board Managing Director of Morgan
New York, New York 10020 since: Stanley Investment Management
(69) LDF: 1992 and Chairman and Director of
MF: 1995 Morgan Stanley Investment
MSD: 1993 Management Limited; Managing
MSF: 1993 Director of Morgan Stanley &
MGB: 1995 Co. Incorporated; Member of
RNE: 1996 the Yale Development Board;
MSY: 1995 Director or Trustee and
IIF: 1994 Chairman of the Board of
TTF: 1995 various U.S. registered
TKF: 1995 investment companies managed
by Morgan Stanley Investment
Management.
Ronald E. Robison*+ ........... Class I Director of all Chief Global Operations 78
1221 Avenue of the Americas Funds since 2001 Officer and Managing Director
New York, New York 10020 of Morgan Stanley Investment
(63) Management; Managing Director
of Morgan Stanley & Co.
Incorporated; President and
Chief Executive Officer of
Morgan Stanley Trust; Director
or Trustee and President of
various U.S. registered
investment companies managed
by Morgan Stanley Investment
Management; Previously,
Managing Director and Chief
Operating Officer of TCW Funds
Management and Managing
Director of Trust Company of
the West.
Clifford D'Souza*+ ............ Class II Director of Executive Director of Morgan 1
Morgan Stanley IIF only since 2001 Stanley Investment Management
Forbes Building - Fifth Floor Inc.
Charanjit Rai Marg, Fort
Mumbai, India
(39)
Nilesh Joshi*+ ................ Class III Director of Vice President of Morgan 1
Morgan Stanley IIF only since 2001 Stanley Investment Management
Forbes Building - Fifth Floor Private Ltd.; Formerly,
Charanjit Rai Marg, Fort Associate Vice President and
Mumbai, India Company Secretary of Kotak
(39) Mahindra Group (investment
management).
* "Interested person" of the Fund within the meaning of the 1940 Act. Mr.
Biggs is chairman, director and managing director of the Manager and
Messrs. Robison, D'Souza and Joshi are officers of the Manager or its
affiliates.
(1) With regard to IIF, Mr. Biggs is currently a Class II
Director.
+ Nominee for election as a Director of one or more Funds at the
Meetings.
4
Number of
Portfolios in
Principal Occupations During Fund Complex
Position with Past Five Years and Other Overseen by
Name, Address and Age the Funds Directorships Director
- ------------------------------ ------------------------ ---------------------------------- --------------
Independent Directors
- --------------------------
John D. Barrett II ........... Class II Director of Chairman and Director of 77
Barrett Associates, Inc. all Funds (except IIF) Barrett Associates, Inc.
565 Fifth Avenue since 2000 (investment counseling);
New York, New York 10017 Director of the Ashforth
(66) Company (real estate);
Chairman, and formerly
Director, of the
Barrett Growth Fund;
Limited Partner,
Barrett Growth
Partners, LP; Limited
Partner, Long Meadow
Holdings, LP; Director
or Trustee of various
U.S. registered
investment companies
managed by Morgan
Stanley Investment
Management.
Gaetan Bouic+ ................ Class II Director of Finance Director of UBP 1
Coast Road IIF only since 2001 Limited Group (building
Poste Lafayette, Mauritius materials); Chairman of the
(66) Listing Committee of the Stock
Exchange of Mauritius;
Chairman of Mauritius Venture
Capital Fund Ltd.; Formerly,
President of the Joint
Economic Council and Chairman
of the Stock Exchange of
Mauritius.
John S.Y. Chu+ ............... Class I Director of IIF Finance director of the ABC 1
Orchard Towers only since 1996 Group of Companies
Quatre Bornes, Mauritius (conglomerate); Formerly,
(64) Managing Director of Crown
Eagle Investments Ltd.
Thomas P. Gerrity ............. Class III Director of Professor of Management, and 77
219 Grays Lane all Funds (except IIF) formerly Dean, of Wharton
Haverford, PA 19041 since 2001 School of Business, University
(60) of Pennsylvania; Director of
Sunoco (oil refining), Fannie
Mae (mortgage finance),
Reliance Group Holdings
(insurance), CVS Corporation
(retail pharmacy), Internet
Capital Group and
Knight-Ridder, Inc.
(newspapers); Director or
Trustee of various U.S.
registered investment
companies managed by Morgan
Stanley Investment Management;
Formerly, Director of IKON
Office Solutions, Inc. (office
equipment), Fiserv (financial
services), Investor Force
Holdings, Inc. (institutional
investment information
services), Digital Equipment
Corporation (computer
equipment), ICG Commerce, Inc.
(internet commerce), and Union
Carbide Corporation
(chemicals).
Gerard E. Jones .............. Class III Director of Of Counsel, Shipman & Goodwin, 78
Shipman & Goodwin, LLP all Funds (except IIF) LLP (law firm); Director of
43 Arch Street since 2000; Class III Tractor Supply Company,
Greenwich, Connecticut 06830 Director of IIF since Tiffany Foundation, Fairfield
(65) 1995 County Foundation; Director or
Trustee of various U.S.
registered investment
companies managed by Morgan
Stanley Investment Management.
5
Number of
Portfolios in
Principal Occupations During Fund Complex
Position with Past Five Years and Other Overseen by
Name, Address and Age the Funds Directorships Director
- ------------------------------- ------------------------ ------------------------------------ --------------
Joseph J. Kearns+ ............. Class I Director of all Investment consultant; 77
23852 Pacific Coast Highway Funds (except IIF) Director of Electro Rent
Malibu, California 90625 since 2001 Corporation (equipment
(59) leasing) and The Ford Family
Foundation; Formerly, Chief
Financial Officer of The
J. Paul Getty Trust; Director or
Trustee of various U.S.
registered investment
companies managed by Morgan
Stanley Investment Management.
Marie Joseph Raymond La
Musse ......................... Class III Director of Director of The India Media, 1
Le Belvedere IIF only since 2001 Internet and Communications
Rue La Hausse de la Fund Ltd., Southern Cross
Louviere Hotel Ltd., Jean Vaulbert de
Floreal, Mauritius Chantily Ltd. (consumer goods)
(69) and Grandville Ltee (property
holding company); Formerly,
Partner of Lamusse Sek Sum
(accounting)
Vincent R. McLean ............. Class II Director of Director of Legal and General 77
702 Shackamaxon Dr. all Funds (except IIF) America, Inc. (insurance),
Westfield, NJ 07090 since 2001 Banner Life Insurance Co. and
(70) William Penn Life Insurance
Company of New York;
Director or Trustee of
various U.S.
registered Investment
companies managed by
Morgan Stanley
Investment Management;
Formerly, Executive
Vice President, Chief
Financial Officer,
Director and Member of
the Executive
Committee of Sperry
Corporation (now part
of UNISYS Corporation)
(computers).
C. Oscar Morong, Jr. .......... Class II Director of Managing Director of Morong 77
1385 Outlook Drive West all Funds (except IIF) Capital Management; Trustee
Mountainside, NJ 07092 since 2001 and Chairman of the mutual
(66) funds in the Smith Barney
CitiFunds fund
complex; Director or
Trustee of various
U.S. registered
investment companies
managed by Morgan
Stanley Investment
Management; Formerly,
Senior Vice President
and Investment Manager
for CREF, TIAA-CREF
Investment Management,
Inc.; Director of the
Indonesia Fund, the
Landmark Funds and
Ministers and
Missionaries Benefit
Board of American
Baptist Churches.
William G. Morton, Jr. ........ Class III Director Chairman Emeritus and former 77
100 Franklin Street since: Chief Executive Officer of
Boston, Massachusetts 02110 LDF: 1995 Boston Stock Exchange;
(64) MF: 1994 Director of RadioShack
MSD: 1993 Corporation (electronics);
MSF: 1995 Director or Trustee of various
MGB: 1994 U.S. registered investment
RNE: 1996 companies managed by Morgan
MSY: 1995 Stanley Investment Management.
TTF: 1995
TKF: 1995
6
Number of
Portfolios in
Principal Occupations During Fund Complex
Position with Past Five Years and Other Overseen by
Name, Address and Age the Funds Directorships Director
- ------------------------------------------------------------------------------------------------------------
Michael Nugent+ ............... Class I Director of all General Partner of Triumph 206
c/o Triumph Capital, L.P. Funds (except IIF) Capital, L.P., a private
237 Park Avenue since 2001 investment partnership;
New York, New York 10017 Chairman of the Insurance
(65) Committee and Director or
Trustee of various
U.S. registered
investment companies
managed by Morgan
Stanley Investment
Advisors Inc.;
Director or Trustee of
various U.S.
registered investment
companies managed by
Morgan Stanley
Investment Management;
Director of various
business
organizations;
Formerly, Vice
President of Bankers
Trust Company and BT
Capital Corporation.
Fergus Reid+ .................. Class I Director of all Chairman and Chief Executive 78
85 Charles Colman Boulevard Funds (except IIF) Officer of Lumelite Plastics
Pawling, New York 12564 since 2000; Class I Corporation; Trustee and
(69) Director of IIF since Director of approximately 30
1995 investment companies in the
J.P. Morgan Funds complex
managed by J.P. Morgan
Investment Management Inc.;
Director of various U.S.
registered investment
companies managed by Morgan
Stanley Investment Management.
- --------------------
+ Nominee for election as a Director of one or more Funds at the Meetings.
Certain information regarding the officers of the Funds is set forth below:
Position
with the
Name, Address and Age Funds Principal Occupations During Past Five Years
- -----------------------------------------------------------------------------------------------------------------
Ronald E. Robison* ............. President of Chief Global Operations Officer and Managing Director of
1221 Avenue of the Americas all Funds Morgan Stanley Investment Management; Managing Director
New York, New York 10020 since 2001 of Morgan Stanley & Co. Incorporated; President and
(63) Chief Executive Officer of Morgan Stanley Trust;
Director or Trustee and President of various U.S.
registered investment companies managed by Morgan
Stanley Investment Management; Formerly, Managing
Director and Chief Operating Officer of TCW Investment
Management Company and Managing Director of Trust
Company of the West.
Stefanie V. Chang* ............. Vice Executive Director of Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas President of and Morgan Stanley Investment Management; Officer of
New York, New York 10020 all Funds various U.S. registered investment companies managed by
(35) since 1997 Morgan Stanley Investment Management; Previously
practiced law with the New York law firm of Rogers &
Wells.
Lorraine Truten* ............... Vice Executive Director of Morgan Stanley Investment
1221 Avenue of the Americas President of Management; President of Morgan Stanley Distribution,
New York, New York 10020 all Funds Inc.; Officer of various U.S. registered
investment companies managed by Morgan Stanley
(40) since 2001 Investment Management.
Mary E. Mullin* ................ Secretary of Vice President of Morgan Stanley & Co. Incorporated and
1221 Avenue of the Americas all Funds Morgan Stanley Investment Management; Officer of various
New York, New York 10020 since 1999 U.S. registered investment companies managed by Morgan
(35) Stanley Investment Management; Previously practiced law
with the New York law firms of McDermott, Will & Emery
and Skadden, Arps, Slate, Meagher & Flom LLP.
7
Position
with the
Name, Address and Age Funds Principal Occupations During Past Five Years
- -------------------------------------- --------------- --------------------------------------------------------
James W. Garrett* ............ Treasurer of Vice President of Morgan Stanley & Co. Incorporated and
1221 Avenue of the Americas all Funds Morgan Stanley Investment Management; Officer of various
New York, NY 10020 since 2002 U.S. registered investment companies managed by Morgan
(33) Stanley Investment Management; Previously with Price
Waterhouse LLP.
Belinda Brady ................ Assistant Senior Manager, Fund Administration, J.P. Morgan
73 Tremont Street Treasurer of Investor Services Co.; Officer of various U.S.
Boston, Massachusetts 02108 all Funds registered investment companies managed by Morgan
(34) since 2002 Stanley Investment Management; Previously with Price
Waterhouse LLP.
- -----------------
* "Interested person" of the Funds within the meaning of the 1940 Act. Mr.
Robison and Mr. Garrett and Ms. Chang, Ms. Truten and Ms. Mullin are
officers of the Manager.
Based on information furnished by each Independent Director as of April 25,
2002, neither any Independent Director nor any immediate family member of any
Independent Director owned any securities of the Manager or its affiliates as of
such date.
The following table sets forth information regarding the dollar ranges of
beneficial ownership of shares in each Fund owned by the Directors of the Funds
and each nominee for election as a Director, as of April 25, 2002. This
information has been furnished by each Director, officer, and nominee. The
dollar values in the following table are based upon the market price of the
relevant Fund's shares as of April 25, 2002.
Aggregate
----------
Dollar Range
------------
of Equity
----------
Securities in
------------
All Funds
----------
Overseen or to
--------------
be Overseen in
--------------
Family of
----------
Investment
----------
Name LDF MF MSD MSF MGB RNE MSY IIF TTF TKF Companies
- ---- --- -- --- --- --- --- --- --- --- --- ---------
Biggs $1- $1- $1- $1- $1- $1- $1- $1- $1- $1- Over $100,000
10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000
Robison None None None None None None None None None None None
Barrett $1- None None None None $1- $1- None None None Over $100,000
10,000 10,000 10,000
Bouic None None None None None None None None None None None
Chu None None None None None None None None None None None
D'Souza None None None None None None None None None None None
Gerrity None None None None None None None None None None $10,001-50,000
Jones None None None None None None $10,001 $10,001 None None Over $100,000
-50,000 -50,000
Joshi None None None None None None None None None None None
Kearns None None None None None None None None None None $10,001-50,000
La Musse None None None None None None None None None None None
McLean None None None None None None None None None None $1-10,000
Morong None None None None None None None None None None None
Morton $1- $1- $1- $10,001 $1- $10,001 $1- None $1- $1- Over $100,000
10,000 10,000 10,000 -50,000 10,000 -50,000 10,000 10,000 10,000
8
Aggregate
----------
Dollar Range
------------
of Equity
----------
Securities in
------------
All Funds
----------
Overseen or to
--------------
be Overseen in
--------------
Family of
----------
Investment
----------
Name LDF MF MSD MSF MGB RNE MSY IIF TTF TKF Companies
- ---- --- -- --- --- --- --- --- --- --- --- ---------
Nugent None None None None None None None None None None $10,001-50,000
Reid None None None $1-10,000 None None None None None None Over $100,000
9
Effective as of October 11, 2001, Morgan Stanley Institutional Fund Trust
and the U.S. registered investment companies advised by Morgan Stanley
Investment Management, including the Funds (collectively, the "Fund Group") pays
each Independent Director (except for those Independent Directors of IIF who
reside in India or Mauritius), of any fund within the Fund Group an annual
retainer fee of $75,000, for service on all Boards of Directors of the Fund
Group and pays the following additional amounts to these Directors for
performing certain services for all of the funds in the Fund Group: $5,000
annually for performing the duties of Chairman of the Audit Committee, $5,000
annually for performing the duties of Chairman of the Nominating and
Compensation Committee, $2,500 for each in-person Board meeting attended and
$1,000 for each telephonic Board meeting attended. The retainer fee to be paid
to each Director each year is allocated among the funds in the Fund Group in
proportion to each fund's respective average net assets during the year. In lieu
of the foregoing, with respect to those Independent Directors of IIF only who
reside in India or Mauritius, IIF pays such Directors (i) an annual fee for
service on the Board of Directors and on any Board committees of the Fund, an
amount equal to $7,500; and (ii) a fee of $750 for each meeting of the Board
that such Director attends in person.
Each Independent Director may enter into a deferred fee arrangement (the
"Fee Arrangement") with the Fund, pursuant to which such Director may defer 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 by the Fund in cash upon such Director's
resignation from the Board of Directors of the Fund in a lump sum or 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 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 Morgan Stanley Investment Management), 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.
Set forth below is a table showing the aggregate compensation paid by each
Fund to each of its Directors, as well as the total compensation paid to each
Director of each Fund by all of the Funds and by other U.S. registered
investment companies advised by Morgan Stanley Investment Management or its
affiliates (collectively, the "Fund Complex") for their services as Directors of
such investment companies for the fiscal year ended in 2001 for each fund within
the Fund Complex. In all cases, there were no pension or retirement benefits
accrued as part of any Fund's expenses.
The amounts reflected in the following table include amounts paid by the
Fund Complex for services rendered during the fiscal year ended in 2001 for each
fund within the Fund Complex, regardless of whether such amounts were actually
received by the Directors during such fiscal year.
10
Total
Compensation
from Funds
and Fund
Name Complex
Of Paid to
Directors LDF MF MSD MSF MGB RNE MSY IIF TTF TKF Directors(2)(3)
- --------- --- -- --- --- --- --- --- --- --- --- ---------------
Interested
- ----------
Directors
- ---------
Biggs(1) -- -- -- -- -- -- -- -- -- -- --
Robison(1) -- -- -- -- -- -- -- -- -- -- --
D'Souza(1) -- -- -- -- -- -- -- -- -- -- --
Joshi(1) -- -- -- -- -- -- -- -- -- -- --
Independent
- -----------
Directors
- ---------
Barrett $518 $173 $698 $859 $143 $247 $412 -- $163 $204 $78,186
Bouic -- -- -- -- -- -- -- $11,250 -- -- 11,250
Chu -- -- -- -- -- -- -- 11,250 -- -- 11,250
Gerrity(3) 72 26 104 106 19 34 55 -- 26 16 69,712
Jones 517 172 697 858 143 245 411 955 162 203 78,186
Kearns(3) 76 28 120 110 20 36 58 -- 27 17 70,835
La Musse -- -- -- -- -- -- -- 11,250 -- -- 11,250
McLean(3) 72 26 104 106 19 34 55 -- 26 16 69,712
Morong(3) 72 26 104 106 19 34 55 -- 26 16 69,712
Morton 518 173 698 859 143 247 412 -- 163 204 78,186
Nugent 79 28 114 116 21 37 60 -- 28 18 228,362
Reid(3) 521 175 703 864 144 248 414 961 164 205 81,115
(1) "Interested person" of the Fund within the meaning of the 1940 Act.
(2) Amounts shown in this column also include amounts received by each Director
for service on the Boards of several other funds affiliated with the Funds
which are part of the Fund Complex.
(3) Amounts shown in this table include certain amounts deferred by Messrs.
Gerrity, Kearns, McLean, Morong and Reid, in each case pursuant to the Fee
Arrangement described above. For the amounts deferred by Messrs. Gerrity,
Kearns, McLean, Morong and Reid, please refer to the table on page 10 of
this joint proxy statement
The following table sets forth information regarding amounts deferred by
certain Directors of their aggregate compensation from the Funds and the Fund
Complex, in each case pursuant to the Fee Arrangement described above.
Total
-----
Deferred
--------
Compensation
------------
from Funds
----------
and Fund
--------
Name LDF MF MSD MSF MGB RNE MSY IIF TTF TKF Complex
- ---- --- -- --- --- --- --- --- --- --- --- -------
Gerrity -- -- -- -- -- -- -- -- -- -- $60,922
Kearns $17 $6 $34 $23 $4 $8 $13 -- $6 $4 58,820
McLean 17 6 24 24 4 8 13 -- 6 4 62,948
Morong 17 6 24 24 4 8 13 -- 6 4 62,948
Reid -- -- -- -- -- -- -- $961 -- -- 75,098
11
The election of the nominees for election as Directors of each Fund
requires the affirmative vote of a majority of the votes cast at a meeting at
which a quorum is present. Under each Fund's By-Laws, except for TTF and MF, 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. Under the
By-Laws of TTF and MF, the presence in person or by proxy of stockholders
entitled to cast one-third 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 EACH FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE NOMINEES AS DIRECTORS FOR THAT FUND SET FORTH ABOVE.
12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the management of each Fund, the following persons owned
beneficially more than 5% of the noted Fund's outstanding shares at April 25,
2002:
Name and Address Amount and Nature
Fund of Beneficial Owner of Beneficial Ownership Percent of Class
- ------------------ -------------------------------------- --------------------------------------- -----------------
LDF Yale University 1,351,500 shares with sole voting 12.4%
Investments Office power and sole dispositive power (1)
230 Prospect Street
New Haven, Connecticut 06511-2107
President and Fellows of Harvard 574,401 shares with sole voting 5.0%
College power and sole dispositive power (2)
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
Lazard Freres & Co. LLC 1,589,500 shares with sole voting 18.6%
30 Rockefeller Plaza power and sole dispositive power (3)
New York, New York 10020
MF President and Fellows of Harvard 1,006,851 shares with sole voting 10.3%
College power and sole dispositive power (4)
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
MSF Morgan Stanley & Co. Incorporated 504,154 shares with shared voting 5.18%
1585 Broadway power and shared dispositive power;
New York, New York 10036 607,166 shares with shared
dispositive power but no voting
power (5)
Yale University 1,425,200 shares with sole voting 7.5%
Investments Office and sole dispositive power (1)
230 Prospect Street
New Haven, Connecticut 06511-2107
Lazard Freres & Co. LLC 2,182,000 shares with sole and sole 9.6%
30 Rockefeller Plaza dispositive power (3)
New York, New York 10020
President and Fellows of Harvard 1,090,401 shares with sole voting 5.8%
College power and sole dispositive power (6)
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
RNE Morgan Stanley & Co. Incorporated 9,730 shares with shared voting 7.58%
1585 Broadway power and shared dispositive power;
New York, New York 10036 287,828 shares with shared
dispositive power but no voting
power (7)
Morgan Stanley & Co. International 199,692 shares with shared 5.26%
Limited dispositive power (7)
25 Cabot Square
Canary Wharf
London E14 4QA
England
City of London Investment Group PLC 303,100 shares with sole voting 7.92%
10 Eastcheap power and sole dispositive power (8)
London EC3M ILX
England
President and Fellows of Harvard 850,901 shares with sole voting 22.2%
College power and sole dispositive power (9)
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
13
Name and Address Amount and Nature
Fund of Beneficial Owner of Beneficial Ownership Percent of Class
- ----------------------------------------------------------------------------------------------------------------------
TKF United Nations Joint Staff Pension 650,000 shares with shared voting 9.23%
Fund power and shared dispositive power
United Nations, New York 10017 (10)
Fiduciary Trust Company International 650,000 shares with shared voting 9.23%
Rockefeller Center power and shared dispositive power
600 Fifth Avenue (10)
New York, New York 10020
Kuwait Investment Authority 900,000 shares with sole voting 12.77%
P.O. Box 38346 power and sole dispositive power
Dahieh Abdullah Al Salem (10)
Kuwait City, Kuwait 72254
City of London Investment Group PLC 990,100 shares with sole voting 16.27%
10 Eastcheap power and sole dispositive power (8)
London EC3M ILX
England
IIF President and Fellows of Harvard 1,899,296 shares with sole voting 9.7%
College power and sole dispositive power (6)
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
- ----------------
(1) Based on a Schedule 13G / A filed with the Commission on January 3, 2002.
(2) Based on a Schedule 13G filed with the Commission on February 14, 2002.
(3) Based on a Schedule 13G / A filed with the Commission on February 15, 2002.
(4) Based on a Schedule 13G / A filed with the Commission on January 10, 2002.
(5) Based on a Schedule 13G / A filed with the Commission on February 5, 1999.
(6) Based on a Schedule 13G / A filed with the Commission on February 14, 2002.
(7) Based on a Schedule 13G / A filed with the Commission on February 6, 2002.
(8) Based on a Schedule 13G filed with the Commission on February 12, 2002.
(9) Based on a Schedule 13G / A filed with the Commission on November 7, 2001.
(10) Based on a Schedule 13G / A filed with the Commission on February 3, 1997.
(11) Based on a Schedule 13G filed with the Commission on November 2, 1992.
14
AUDIT COMMITTEE REPORTS AND AUDITOR FEES
Report of the Audit Committee (all Funds except IIF)
At a meeting held on February 14, 2002, the Board of Directors of each
Fund, including a majority of the Directors who are not "interested persons," as
defined under the 1940 Act, of the Fund acting on the recommendation of the
Audit Committee of the Fund, selected Ernst & Young LLP to act as independent
accountants for each Fund for the fiscal year ending December 31, 2002 (October
31, 2002 for TKF). The Audit Committee has received the written disclosures and
the letter from Ernst & Young LLP required by Independence Standards Board No. 1
and has discussed with Ernst & Young LLP their independence with respect to each
Fund. Each Fund knows of no direct financial or material indirect financial
interest of Ernst & Young LLP in the Fund.
Each Fund's financial statements for the fiscal year ended December 31,
2001 (October 31, 2001 for TKF) were audited by Ernst & Young LLP. The Audit
Committee of each Fund has reviewed and discussed the audited financial
statements of the Fund with management of the Fund. The Audit Committee of each
Fund has further discussed with Ernst & Young LLP the matters required to be
discussed by Statement on Auditing Standards No. 61. Based on the foregoing
review and discussions, the Audit Committee of each Fund recommended to the
Board of Directors that the audited financial statements for the fiscal year
ended December 31, 2001 (October 31, 2001 for TKF) be included in the Fund's
most recent annual report.
Joseph J. Kearns, Chairman of the Audit Committee
Gerard E. Jones, Member of the Audit Committee
John D. Barrett II, Member of the Audit Committee
C. Oscar Morong, Jr., Member of the Audit Committee
Vincent R. McLean, Member of the Audit Committee
Report of the Audit Committee of IIF only
At a meeting held on February 13, 2002, the Board of Directors of the
Fund, including a majority of the Directors who are not "interested persons," as
defined under the 1940 Act, of the Fund acting on the recommendation of the
Audit Committee of the Fund, selected Ernst & Young LLP to act as independent
accountants for the Fund for the fiscal year ending December 31, 2002. The Audit
Committee has received the written disclosures and the letter from Ernst & Young
LLP required by Independence Standards Board No. 1 and has discussed with Ernst
& Young LLP their independence with respect to the Fund. The Fund knows of no
direct financial or material indirect financial interest of Ernst & Young LLP in
the Fund.
The Fund's financial statements for the fiscal year ended December 31,
2001 were audited by Ernst & Young LLP. The Audit Committee of the Fund has
reviewed and discussed the audited financial statements of the Fund with
management of the Fund. The Audit Committee of the Fund has further discussed
with Ernst & Young LLP the matters required to be discussed by Statement on
Auditing Standards No. 61. Based on the foregoing review and discussions, the
Audit Committee of the Fund recommended to the Board of Directors that the
audited financial statements for the fiscal year ended December 31, 2001 be
included in the Fund's most recent annual report.
Gerard E. Jones, Chairman of the Audit Committee
John S.Y. Chu, Member of the Audit Committee
Gaetan Bouic, Member of the Audit Committee
Marie Joseph Raymond La Musse, Member of the
Audit Committee
Fergus Reid, Member of the Audit Committee
Audit Fees
The aggregate fees paid to Ernst & Young LLP in connection with the
annual audit of the Fund's financial statements for the fiscal year ended
December 31, 2001 (October 31, 2001 for TKF) is set forth below:
TTF $35,000
MF $35,000
MSY $45,000
IIF $100,000
15
RNE $65,000
TKF $40,000
LDF $65,000
MSF $90,000
MSD $70,000
MGB $45,000
Financial Information Systems Design and Implementation Fees
There were no professional services rendered by Ernst & Young LLP to
any Fund, the Manager or affiliated entities that provide services to any Fund
for the fiscal year ended December 31, 2001 relating to financial information
systems design and implementation.
All Other Fees
The aggregate fees billed for professional services rendered by Ernst &
Young LLP for all other services provided to the Fund, the Manager and to
affiliated entities that provide services to any Fund for the fiscal year ended
December 31, 2001 amounted to $3.8 million, which figure includes (i)
audit-related fees of $100,000 for the issuance of a report under Statement on
Accounting Standards No. 70 titled "Reports on the Processing of Transactions by
Service Organizations" and (ii) all other fees of $3.7 million related to
services such as performance attestation, operational control reviews, business
interruption insurance recovery assistance, process improvement and
reengineering, tax consulting and educational seminars. The Audit Committee of
each Fund also reviewed information regarding other services provided to
affiliates of the Manager by Ernst & Young LLP and the fees received by Ernst &
Young LLP for those services. In addition, all other fees for services provided
to each Fund relating to the review of the Fund's tax returns is set forth
below:
TTF $2,600
MF $2,600
MSY $2,600
IIF $2,600
RNE $2,600
TKF $2,600
LDF $2,600
MSF $2,600
MSD $3,200
MGB $3,200
The Audit Committee of each Fund has considered whether the provision
of non-audit services and the provision of services to affiliates of the Manager
is compatible with maintaining the independence of Ernst & Young LLP.
Certain Other Matters Concerning the Fund's Independent Auditors
On July 5, 2000, PricewaterhouseCoopers LLP resigned as the independent
accountants for each Fund. At a meeting held on June 15, 2000, the Board of
Directors of each Fund, including a majority of the Directors who are not
"interested persons," as defined under the 1940 Act, of each Fund acting on the
recommendation of the Audit Committee of each Fund, appointed Ernst & Young LLP
as independent accountants for each Fund, effective with the resignation of
PricewaterhouseCoopers LLP. The appointment of Ernst & Young as independent
accountants for the Fund was ratified by the stockholders of each Fund on August
1, 2000 at each Fund's reconvened annual meeting of stockholders. In connection
with its audits for 1998 and 1999 and through July 5, 2000, the date of
16
PricewaterhouseCoopers LLP's resignation as the independent accountant for each
Fund, there were no disagreements with PricewaterhouseCoopers LLP on any matters
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers LLP would have caused it to make
reference thereto in its report on the financial statements of each Fund for
such years. Each report of PricewaterhouseCoopers LLP on the financial
statements of each Fund for such years contained no adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
OTHER MATTERS
No matter other than as set forth herein is expected to come before any
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting for a Fund, the
persons named in the enclosed Proxy Card(s) will vote thereon according to their
best judgment in the interests of the Fund.
STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
A stockholder's proposal intended to be presented at a Fund's Annual
Meeting of Stockholders in 2002 must be received by such Fund on or before
December 19, 2002, in order to be included in the Fund's proxy statement and
Proxy Card relating to that meeting. Any stockholder who desires to bring a
proposal at a Fund's Annual Meeting of Stockholders in 2003, without including
such proposal in the Fund's proxy statement, must deliver written notice thereof
to the Secretary of such Fund not before March 6, 2003 and not later than April
5, 2003, in the manner and form required by that Fund's By-Laws.
MARY E. MULLIN
Secretary
Dated: May 1, 2002
STOCKHOLDERS OF A FUND WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING
FOR THAT FUND AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND
SIGN THE ENCLOSED PROXY CARD FOR THE FUND AND RETURN IT IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
17
PROXY CARD
The Malaysia Fund, Inc.
C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints RONALD E. ROBISON,
STEFANIE V. CHANG and MARY E. MULLIN, 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 Fund held of record by the
undersigned on April 8, 2002 at the Annual Meeting of Stockholders to be held on
June 6, 2002, 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 Joint Proxy Statement dated May 1,
2002.
(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.)
SEE REVERSE SIDE
[X] Please mark your votes as in this sample.
1. Election of the following nominees as Directors:
FOR WITHHELD
[ ] [ ]
Class I Nominees:
Ronald E. Robison
Joseph J. Kearns
Michael Nugent
Fergus Reid
------------------------------------------------
For all nominees except as written on line above
This Proxy Card when properly executed will be voted in the manner
directed herein by the undersigned stockholder, and in the discretion of such
proxies, upon any and all other matters as may properly come before the Meeting
or any adjournment thereof. If no direction is made, this Proxy Card will be
voted for the election of the nominees as Directors for the Fund set forth
above.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT
TENANTS, EACH JOINT TENANT MUST SIGN.
SIGNATURES(S)
----------------------------
DATE , 2002
-------------
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 THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]