ANNUAL REPORT The Malaysia Fund, Inc. December 31, 2002 DIRECTORS AND OFFICERS Barton M. Biggs William G. Morton, Jr. CHAIRMAN OF THE DIRECTOR BOARD OF DIRECTORS Michael Nugent Ronald E. Robison DIRECTOR PRESIDENT AND DIRECTOR Fergus Reid John D. Barrett II DIRECTOR DIRECTOR Stefanie V. Chang Thomas P. Gerrity VICE PRESIDENT DIRECTOR Lorraine Truten Gerard E. Jones VICE PRESIDENT DIRECTOR James W. Garrett [MORGAN STANLEY LOGO] Joseph J. Kearns TREASURER DIRECTOR The Malaysia Fund, Inc. Mary E. Mullin Vincent R. McLean SECRETARY DIRECTOR Belinda A. Brady C. Oscar Morong, Jr. ASSISTANT TREASURER DIRECTOR U.S. INVESTMENT ADVISER Morgan Stanley Investment Management Inc. 1221 Avenue of the Americas New York, New York 10020 MALAYSIAN INVESTMENT ADVISER Arab-Malaysian Consultant Sdn Bhd 21st-29th Floors, Bangurian Arab-Malaysian Jalan Raja Chulan, 5200 Kuala Lumpur, Malaysia ADMINISTRATOR JPMorgan Chase Bank 73 Tremont Street Boston, Massachusetts 02108 CUSTODIAN JPMorgan Chase Bank 3 Chase MetroTech Center Brooklyn, New York 11245 STOCKHOLDER SERVICING AGENT American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10030 (800) 278-4353 LEGAL COUNSEL Clifford Chance US LLP 200 Park Avenue New York, New York 10166 INDEPENDENT AUDITORS Ernst & Young LLP 200 Clarendon Street Boston, Massachusetts 02116 For additional Fund information, including the Fund's net asset value per share and information regarding the investments comprising the Fund's portfolio, please call 1-800-221-6726 or visit our website at www.morganstanley.com/im. Morgan Stanley Investment Management Inc. Investment Adviser (C) 2003 Morgan Stanley THE MALAYSIA FUND, INC. Letter to Stockholders Overview For the year ended December 31, 2002, The Malaysia Fund, Inc. (the "Fund") had a total return, based on net asset value per share of -3.89% compared to -7.15% for the Kuala Lumpur Stock Exchange Composite Index (the "Index") expressed in U.S. dollars. On December 31, 2002, the closing price of the Fund's shares on the New York Stock Exchange was $3.85, representing a 16.8% discount to the Fund's net asset value per share. MARKET REVIEW The Malaysian market started the year on a positive note with the Index reaching a high of 816.94 in April 2002, on the back of strong private consumption growth amidst a low interest rate environment. However, the rally fizzled out as the slowdown in the external environment dampened domestic sentiment. The launch of two relatively large primary offerings added to the weakness and Prime Minister Mahathiar's shocking retirement announcement led to further selling. The Index ended the year weaker by 7.2%. The Malaysian economy performed well in 2002 with preliminary estimates showing the GDP increasing 4-5% in real terms. As mentioned earlier, Malaysia failed to escape from the slowdown in the external economy. The latest available industrial production data up to November 2002, showed a growth of only 3.9% over the same period last year. Sales of cars also slowed down, partly reflecting a reversal in domestic sentiment and also in anticipation of cheaper prices in 2005, when the Asian Free Trade Agreement takes place. The negative consumer sentiment took its toll on corporate earnings as the year progressed. As a result, corporates in sectors such as real estate and banking reported disappointing earnings, leading to several rounds of earnings downgrade by analysts. The plantation sector was one of the few sectors that performed within expectations as palm oil prices rose amidst stronger external demand and higher global prices. The construction companies also did well as their order books remained intact. MARKET OUTLOOK The outlook for this year remains positive despite an expected decline in palm oil prices. The government has room for further pump-priming measures as the deficit over the last two years came in lower than expected. The monetary policy will also be accommodative with the Central Bank announcing that it will not hesitate to kick start growth in the economy. We continue to be overweight in the construction sector and the interest rate sensitive sectors such as banking and real estate. OTHER DEVELOPMENTS In our ongoing efforts to reduce Fund expenses, the Fund will discontinue the distribution of first and third quarter stockholder reports. The Fund will continue to produce and distribute semi-annual and annual stockholder reports. Additionally, the Fund's portfolio holdings information that was contained in the first and third quarter reports will be available on our web site, which is www.morganstanley.com/im, beginning in May of 2003. If you have difficulty accessing or navigating the site, or if you would like us to send you a copy of the portfolio holdings, please call us at 1-800-221-6726 and we will be happy to assist you. On February 13, 2003, Barton M. Biggs resigned as Director and Chairman of the Board of Directors of the Fund. On that same day, Mitch Merin, President and Chief Operating Officer of the Adviser, was elected by the Fund's Board of Directors to serve as a Director and Chairman of the Board of Directors of the Fund. Sincerely, /s/ Ronald E. Robison Ronald E. Robison President and Director January 2003 2 THE MALAYSIA FUND, INC. INVESTMENT SUMMARY (UNAUDITED) December 31,2002 Historical Information TOTAL RETURN (%) ---------------------------------------------------------------------- MARKET VALUE(1) NET ASSET VALUE(2) INDEX(3) ---------------------------------------------------------------------- AVERAGE AVERAGE AVERAGE CUMULATIVE ANNUAL CUMULATIVE ANNUAL CUMULATIVE ANNUAL ------------------------------------------------------------------------------------------------------------------------ One Year 1.86% 1.86% (3.89)% (3.89)% (7.15)% (7.15)% Five Year (36.54) (8.69) 0.06 0.01 11.37 2.18 Ten Year (54.82) (7.64) (45.72) (5.93) (30.95) (3.64) Since Inception* (29.52) (2.21) (5.17) (0.34) 7.54 0.47 Past performance is not predictive of future performance. [CHART] Returns and Per Share Information YEAR ENDED DECEMBER 31, ------------------------------------------------------------------------------------------------------ 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 ------------------------------------------------------------------------------------------------------------------------------------ Net Asset Value Per Share $ 27.32 $ 18.57 $ 18.58 $ 19.29 $ 5.04 $ 3.02 $ 5.62 $ 4.73 $ 5.00 $ 4.63 ------------------------------------------------------------------------------------------------------------------------------------ Market Value Per Share $ 28.00 $ 17.38 $ 17.00 $ 17.50 $ 6.56 $ 4.00 $ 7.06 $ 3.75 $ 3.92 $ 3.85 ------------------------------------------------------------------------------------------------------------------------------------ Premium/(Discount) 2.5% (6.4)% (8.5)% (9.3)% 30.2% 32.5% 25.6% (20.7)% (21.6)% (16.8)% ------------------------------------------------------------------------------------------------------------------------------------ Income Dividends $ 0.16 $ 0.02 -- -- -- $ 0.03 -- $ 0.11 $ 0.04 $ 0.15 ------------------------------------------------------------------------------------------------------------------------------------ Capital Gains Distributions $ 1.13 $ 3.59 $ 0.84 $ 2.82 $ 0.51 -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------------------------ Fund Total Return(2) 98.28%+ (18.87)% 4.33% 19.93% (72.89)% (39.70)% 86.09% (14.04)% 6.83% (3.89)% ------------------------------------------------------------------------------------------------------------------------------------ Index Total Return(3) 92.60% (19.66)% 3.05% 25.12% (68.71)% (29.61)% 98.04% (16.33)% 2.40% (7.15)% ------------------------------------------------------------------------------------------------------------------------------------ (1) Assumes dividends and distributions, if any, were reinvested. (2) Total investment return based on net asset value per share reflects the effects of changes in net asset value on the performance of the Fund during each period, and assumes dividends and distributions, if any, were reinvested.Total returns do not reflect the deduction of taxes that a stockholder would pay on Fund distributions or the redemption of fund shares. These percentages are not an indication of the performance of a stockholder's investment in the Fund based on market value due to differences between the market price of the stock and the net asset value per share of the Fund. (3) The Kuala Lumpur Stock Exchange (KLSE) Composite Index (the "Index") is a broad based capitalization weighted index of 100 stocks listed on the exchange. The Fund's return based on net asset value per share and the Index's return, expressed in U.S. dollars, for 1998 were adjusted in reaction to the imposition of capital controls by the Malaysian government during September 1998. During February 1999, the adjustment was removed to reflect the relaxation of these capital controls. * The Fund commenced operations on May 4, 1987. + This return does not include the effect of the rights issued in connection with the rights offering. FOREIGN INVESTING INVOLVES CERTAIN RISKS, INCLUDING CURRENCY FLUCTUATIONS AND CONTROLS, RESTRICTIONS ON FOREIGN INVESTMENTS, LESS GOVERNMENTAL SUPERVISION AND REGULATION, LESS LIQUIDITY AND THE POTENTIAL FOR MARKET VOLATILITY AND POLITICAL INSTABILITY. IN ADDITION, INVESTING IN EMERGING MARKETS MAY INVOLVE A RELATIVELY HIGHER DEGREE OF VOLATILITY. 3 THE MALAYSIA FUND, INC. PORTFOLIO SUMMARY (UNAUDITED) December 31,2002 [CHART] Allocation of Total Investments Short-Term Investments 2.9% Equity Securities 97.1% [CHART] Industries Banks 19.5% Diversified Telecommunication Services 12.4% Diversified Financials 12.1% Semiconductor Equipment & Products 10.0% Hotels, Restaurants & Leisure 9.6% Other 36.4% Ten Largest Holdings* PERCENT OF NET ASSETS ---------------------------------------------------- 1. Malayan Banking Bhd 9.2% 2. Public Finance Bhd 8.0 3. Telekom Malaysia Bhd 6.7 4. Celcom Malaysia Bhd 5.8 5. Public Bank Bhd 5.7 6. Malaysian Pacific Industries Bhd 5.7% 7. Gamuda Bhd 5.3 8. Commerce Asset Holdings Bhd 4.6 9. Genting Bhd 4.5 10. Unisem (Malaysian) Bhd 4.3 ---- 59.8% ==== * Excludes Short-Term Investments 4 THE MALAYSIA FUND, INC. STATEMENT OF NET ASSETS STATEMENT OF NET ASSETS December 31,2002 VALUE SHARES (000) -------------------------------------------------------------------------------------- MALAYSIAN COMMON STOCKS (99.2%) (UNLESS OTHERWISE NOTED) ====================================================================================== AUTOMOBILES (4.1%) Perusahaan Otomobil Nasional Bhd 562,000 $ 1,301 Tan Chong Motor Holdings Bhd 1,896,000 529 -------------------------------------------------------------------------------------- 1,830 ====================================================================================== BANKS (19.5%) Commerce Asset Holdings Bhd 2,446,000 2,085 Malayan Banking Bhd 2,125,500 4,139 Public Bank Bhd 4,291,625 2,564 -------------------------------------------------------------------------------------- 8,788 ====================================================================================== CONSTRUCTION & ENGINEERING (8.7%) Gamuda Bhd 1,637,000 2,370 Road Builder (Malaysia) Holdings Bhd 1,779,000 1,526 -------------------------------------------------------------------------------------- 3,896 ====================================================================================== DIVERSIFIED FINANCIALS (12.1%) AMMB Holdings Bhd 1,799,000 1,799 Palmco Holdings Bhd 39,041 42 Public Finance Bhd 84,000 166 Public Finance Bhd (Foreign) 1,751,000 3,456 -------------------------------------------------------------------------------------- 5,463 ====================================================================================== DIVERSIFIED TELECOMMUNICATION SERVICES (12.4%) Celcom Malaysia Bhd 4,037,000(a) 2,592 Telekom Malaysia Bhd 1,444,000 3,002 -------------------------------------------------------------------------------------- 5,594 ====================================================================================== ELECTRIC UTILITIES (1.2%) YTL Power International Bhd 741,684 546 ====================================================================================== FOOD PRODUCTS (3.1%) IOI Corp. Bhd 937,000 1,369 ====================================================================================== HOTELS, RESTAURANTS & LEISURE (9.6%) Genting Bhd 574,200 2,025 Magnum Corp. Bhd 2,188,000 1,319 Tanjong plc 435,000 984 -------------------------------------------------------------------------------------- 4,328 ====================================================================================== INDUSTRIAL CONGLOMERATES (2.5%) Malaysian Resources Corp. Bhd 693,000(a) 141 Sime Darby Bhd 760,000 992 -------------------------------------------------------------------------------------- 1,133 ====================================================================================== INSURANCE (1.2%) MAA Holdings Bhd 483,000 529 ====================================================================================== IT CONSULTING & SERVICES (1.2%) Computer Systems Advisers Bhd 718,600 548 ====================================================================================== MARINE (1.2%) Malaysian International Shipping Bhd 296,000 $ 534 ====================================================================================== MEDIA (2.3%) Star Publications (Malaysia) Bhd 657,000 1,037 ====================================================================================== REAL ESTATE (6.1%) IOI Properties Bhd 415,000 590 Selangor Properties Bhd 1,105,000 491 SP Setia Bhd 2,565,499 1,654 -------------------------------------------------------------------------------------- 2,735 ====================================================================================== SEMICONDUCTOR EQUIPMENT & PRODUCTS (10.0%) Malaysian Pacific Industries Bhd 699,000 2,557 Unisem (Malaysia) Bhd 1,116,000 1,953 -------------------------------------------------------------------------------------- 4,510 ====================================================================================== SPECIALTY RETAIL (2.0%) Courts Mammoth Bhd 1,169,000 908 ====================================================================================== TOBACCO (2.0%) British American Tobacco (Malaysia) Bhd 96,000 897 ====================================================================================== TOTAL COMMON STOCKS (Cost $41,671) 44,645 ====================================================================================== FACE AMOUNT (000) -------------------------------------------------------------------------------------- SHORT-TERM INVESTMENT (2.4%) ====================================================================================== REPURCHASE AGREEMENT (2.4%) J.P. Morgan Securities, Inc., 1.05%, dated 12/31/02, due 1/02/03 (Cost $1,090) $ 1,090(b) 1,090 ====================================================================================== FOREIGN CURRENCY ON DEPOSIT WITH CUSTODIAN (0.5%) ====================================================================================== Malaysian Ringgit (Cost $244) MYR 928 244 ====================================================================================== The accompanying notes are an integral part of the financial statements. 5 THE MALAYSIA FUND, INC. Statement of Net Assets (cont'd) STATEMENT OF NET ASSETS December 31,2002 VALUE (000) -------------------------------------------------------------------------------------- TOTAL INVESTMENTS (102.1%) (Cost $43,005) $ 45,979 ====================================================================================== AMOUNT (000) -------------------------------------------------------------------------------------- OTHER ASSETS (0.4%) Cash $ 1 Dividends Receivable 183 Other 11 195 ====================================================================================== LIABILITIES (-2.5%) Payable For: Dividends Declared (1,004) U.S. Investment Advisory Fees (34) Stockholder Reporting Expenses (33) Malaysian Investment Advisory Fees (30) Directors' Fees and Expenses (26) Professional Fees (21) Custodian Fees (9) Administrative Fees (5) (1,162) ====================================================================================== NET ASSETS (100.0%) Applicable to 9,713,850 issued and outstanding $0.01 par value shares (20,000,000 shares authorized) $ 45,012 ====================================================================================== NET ASSET VALUE PER SHARE $ 4.63 ====================================================================================== AT DECEMBER 31, 2002, NET ASSETS CONSISTED OF: Common Stock $ 97 Paid-in Capital 120,681 Undistributed (Distributions in Excess of) Net Investment Income (1,435) Accumulated Net Realized Gain (Loss) (77,305) Unrealized Appreciation (Depreciation) on Investments and Foreign Currency Translations 2,974 ====================================================================================== TOTAL NET ASSETS $ 45,012 ====================================================================================== (a) -- Non-income producing. (b) -- The repurchase agreement is fully collateralized by U.S. government and/or agency obligations based on market prices at the date of this statement of net assets. The investment in the repurchase agreement is through participation in a joint account with affiliated funds. PLC -- Public Limited Company The accompanying notes are an integral part of the financial statements. 6 THE MALAYSIA FUND, INC. Financial Statements YEAR ENDED STATEMENT OF OPERATIONS DECEMBER 31, 2002 (000) ----------------------------------------------------------------------------------------------------------------- INVESTMENT INCOME Dividends $ 1,183 Interest 2 ================================================================================================================= TOTAL INCOME 1,185 ================================================================================================================= EXPENSES Investment Advisory Fees 454 Malaysian Investment Advisory Fees 125 Administrative Fees 91 Stockholder Reporting Expenses 78 Professional Fees 67 Stockholder Servicing Fees 13 Directors' Fees and Expenses 1 Other Expenses 23 ================================================================================================================= TOTAL EXPENSES 852 ================================================================================================================= NET INVESTMENT INCOME (LOSS) 333 ================================================================================================================= NET REALIZED GAIN (LOSS) ON: Investments 2,435 Foreign Currency Transactions (139) ================================================================================================================= NET REALIZED GAIN (LOSS) 2,296 ================================================================================================================= CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON: Investments (4,720) ================================================================================================================= NET REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) (2,424) ================================================================================================================= NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (2,091) ================================================================================================================= YEAR ENDED YEAR ENDED DECEMBER 31, 2002 DECEMBER 31, 2001 STATEMENT OF CHANGES IN NET ASSETS (000) (000) ----------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS Operations: Net Investment Income (Loss) $ 333 $ 416 Net Realized Gain (Loss) 2,296 (1,948) Change in Unrealized Appreciation (Depreciation) (4,720) 4,647 ================================================================================================================= NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (2,091) 3,115 ================================================================================================================= Distributions from and/or in excess of: Net Investment Income (1,492) (432) ================================================================================================================= Capital Share Transactions: Repurchase of Shares (24,167 shares in 2002) (108) -- ================================================================================================================= TOTAL INCREASE (DECREASE) (3,691) 2,683 ================================================================================================================= Net Assets: Beginning of Period 48,703 46,020 ================================================================================================================= END OF PERIOD (INCLUDING UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF) NET INVESTMENT INCOME OF $(1,435) AND $(137), RESPECTIVELY) $ 45,012 $ 48,703 ================================================================================================================= The accompanying notes are an integral part of the financial statements. 7 THE MALAYSIA FUND, INC. Selected Per Share Data and Ratios Financial Highlights YEAR ENDED DECEMBER 31, ------------------------------------------------------------ 2002++ 2001 2000 1999 1998 ---------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 5.00 $ 4.73 $ 5.62 $ 3.02 $ 5.04 ---------------------------------------------------------------------------------------------------------------------- Net Investment Income (Loss) 0.03 0.04 0.03 0.01 0.01 Net Realized and Unrealized Gain (Loss) on Investments (0.25) 0.27 (0.81) 2.59 (2.00) ---------------------------------------------------------------------------------------------------------------------- Total from Investment Operations (0.22) 0.31 (0.78) 2.60 (1.99) ---------------------------------------------------------------------------------------------------------------------- Distributions from and/or in excess of: Net Investment Income (0.15) (0.04) (0.11) -- (0.03) ---------------------------------------------------------------------------------------------------------------------- Anti-Dilutive Effect of Share Repurchase Program 0.00# -- -- -- -- ---------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, END OF PERIOD $ 4.63 $ 5.00 $ 4.73 $ 5.62 $ 3.02 ====================================================================================================================== PER SHARE MARKET VALUE, END OF PERIOD $ 3.85 $ 3.92 $ 3.75 $ 7.06 $ 4.00 ====================================================================================================================== TOTAL INVESTMENT RETURN: Market Value 1.86% 5.64% (45.77)% 76.56% (38.66)% Net Asset Value(1) (3.89)% 6.83% (14.04)% 86.09%+ (39.70)%+ ====================================================================================================================== RATIOS, SUPPLEMENTAL DATA: ---------------------------------------------------------------------------------------------------------------------- NET ASSETS, END OF PERIOD (THOUSANDS) $ 45,012 $ 48,703 $ 46,020 $ 54,740 $ 29,400 ---------------------------------------------------------------------------------------------------------------------- Ratio of Expenses to Average Net Assets 1.67% 2.03% 1.78% 2.24% 2.32% Ratio of Net Investment Income (Loss) to Average Net Assets 0.65% 0.93% 0.44% 0.27% 0.31% Portfolio Turnover Rate 35% 21% 21% 37% 124% ---------------------------------------------------------------------------------------------------------------------- (1) Total investment return based on net asset value per share reflects the effects of changes in net asset value on the performance of the Fund during each period, and assumes dividends and distributions, if any, were reinvested. This percentage is not an indication of the performance of a stockholder's investment in the Fund based on market value due to differences between the market price of the stock and the net asset value per share of the Fund. + During the period from September 1998 to February 1999, the Fund adjusted its net asset value in reaction to the imposition of capital controls by the Malaysian government. During February 1999, the Fund's net asset value was again modified to reflect the relaxation of these capital controls. The result of such adjustments was a decrease to the total return in 1998 and an increase to the total return in 1999. ++ Per share amounts for the year ended December 31, 2002 are based on average shares outstanding. # Amount is less than $0.005. The accompanying notes are an integral part of the financial statements. 8 THE MALAYSIA FUND, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2002 The Malaysia Fund, Inc. (the "Fund") was incorporated on March 12, 1987 and is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. The Fund's investment objective is long-term capital appreciation through investment primarily in equity securities. A. ACCOUNTING POLICIES: The following significant accounting policies are in conformity with accounting principles generally accepted in the United States of America. Such policies are consistently followed by the Fund in the preparation of its financial statements. Accounting principles generally accepted in the United States of America may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates. 1. SECURITY VALUATION: In valuing the Fund's assets, all listed securities for which market quotations are readily available are valued at the last sales price on the valuation date, or if there was no sale on such date, at the mean between the current bid and asked prices. Securities which are traded over-the-counter are valued at the mean of current bid and asked prices obtained from reputable brokers. Short-term securities which mature in 60 days or less are valued at amortized cost. For all other securities and investments for which market values are not readily available, including restricted securities, and where prices determined in accordance with the aforementioned procedures are not reflective of fair market value, values are determined in good faith, under fair valuation procedures adopted by the Board of Directors, although actual calculations may be done by others. 2. REPURCHASE AGREEMENTS: The Fund may enter into repurchase agreements under which the Fund lends excess cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities (collateral), with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine the adequacy of the collateral. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. 3. FOREIGN CURRENCY TRANSLATION: The books and records of the Fund are maintained in U.S. dollars. Amounts denominated in foreign currency are translated into U.S. dollars at the mean of the bid and asked prices of such currencies against U.S. dollars last quoted by a major bank as follows: - investments, other assets and liabilities at the prevailing rates of exchange on the valuation date; - investment transactions and investment income at the prevailing rate of exchange on the dates of such transactions. Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of the securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) due to securities transactions are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from sales and maturities of foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized 9 THE MALAYSIA FUND, INC. NOTES TO FINANCIAL STATEMENTS (CONT'D) December 31, 2002 appreciation (depreciation) on investments and foreign currency translations in the Statement of Net Assets. The change in net unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations. A significant portion of the Fund's net assets consist of Malaysian equity securities and foreign currency. Future economic and political developments in Malaysia could adversely affect the liquidity or value, or both, of securities in which the Fund is invested. Changes in currency exchange rates will affect the value of and investment income from such investments. Foreign securities may be subject to greater price volatility, lower liquidity and less diversity than equity securities of companies based in the United States. In addition, foreign securities may be subject to substantial governmental involvement in the economy and greater social, economic and political uncertainty. The Fund may use derivatives to achieve its investment objectives. The Fund may engage in transactions in futures contracts on foreign currencies, stock indices, as well as in options, swaps and structured notes. Consistent with the Fund's investment objectives and policies, the Fund may use derivatives for non-hedging as well as hedging purposes. Following is a description of derivative instruments that the Fund has utilized and their associated risks: 4. FOREIGN CURRENCY EXCHANGE CONTRACTS: The Fund may enter into foreign currency exchange contracts generally to attempt to protect securities and related receivables and payables against changes in future foreign exchange rates and, in certain situations, to gain exposure to a foreign currency. A foreign currency exchange contract is an agreement between two parties to buy or sell currency at a set price on a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily and the change in market value is recorded by the Fund as unrealized gain or loss. The Fund records realized gains or losses when the contract is closed equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risk may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and is generally limited to the amount of unrealized gain on the contracts, if any, at the date of default. Risks may also arise from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. 5. OTHER: Security transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses on the sale of investment securities are determined on the specific identified cost basis. Interest income is recognized on the accrual basis. Dividend income is recorded on the ex-dividend date (except certain dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes. Distributions to shareholders are recorded on the ex-dividend date. B. ADVISERS: Morgan Stanley Investment Management Inc. (the "U.S. Adviser") provides investment advisory services to the Fund under the terms of an Investment Advisory Agreement (the "Agreement"). Under the Agreement, the U.S. Adviser is paid a fee computed weekly and payable monthly at an annual rate of 0.90% of the Fund's first $50 million of average weekly net assets, 0.70% of the Fund's next $50 million of average weekly net assets and 0.50% of the Fund's average weekly net assets in excess of $100 million. Arab-Malaysian Consultant Sdn Bhd (the "Malaysian Adviser") provides investment advice, research and assistance on behalf of the Fund to Morgan Stanley Investment Management Inc. under terms of a contract. Under the contract, the Malaysian Adviser is paid a fee computed weekly and payable monthly at an annual rate of 0.25% of the Fund's first $50 million of average weekly net assets, 0.15% of the Fund's next $50 million of average weekly net assets and 0.10% of the Fund's average weekly net assets in excess of $100 million. C. ADMINISTRATOR: JPMorgan Chase Bank, through its corporate affiliate J.P. Morgan Investor Services Company (the "Administrator"), provides administrative services to the Fund under an Administration Agreement. Under the old Administration Agreement, effective through September 30, 2002, the Administrator was paid a fee computed weekly and payable monthly at an annual rate of 0.20% of the Fund's first $50 million of average weekly net assets, 0.15% of the Fund's next $50 million of average weekly net assets and 0.10% of the Fund's average weekly net assets in excess of $100 million. Effective October 1, 2002, under the new Administration Agreement, the Administrator is paid a fee computed weekly and payable monthly at an annual rate of 0.02435% of the Fund's average weekly net assets, plus $24,000 per annum. In 10 THE MALAYSIA FUND, INC. NOTES TO FINANCIAL STATEMENTS (CONT'D) December 31, 2002 addition, the Fund is charged certain out of pocket expenses incurred by the Administrator on its behalf. D. CUSTODIAN: JPMorgan Chase Bank serves as custodian for the Fund. Custody fees are payable monthly based on assets held in custody, investment purchase and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses. E. FEDERAL INCOME TAXES: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable income. Accordingly, no provision for Federal income taxes is required in the financial statements. Dividend income and distributions to stockholders are recorded on the ex-dividend date. The tax character of distributions paid may differ from the character of distributions shown on the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2002 and 2001 was as follows: 2002 DISTRIBUTIONS 2001 DISTRIBUTIONS PAID FROM: PAID FROM: (000) (000) --------------------------------- ---------------------------- LONG-TERM LONG-TERM ORDINARY CAPITAL ORDINARY CAPITAL INCOME GAIN INCOME GAIN ---------------------------------------------------------------- $ 1,492 $ -- $ 432 $ -- The amount and character of income and capital gain distributions to be paid by the Fund are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The book/tax differences are considered either temporary or permanent in nature. Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains and losses on certain investment transactions and the timing of the deductibility of certain expenses. Permanent differences may result in reclassifications among undistributed net investment income (loss), accumulated net realized gain (loss) and paid-in capital. Adjustments for permanent book-tax differences, if any, are not reflected in ending undistributed net investment income (loss) for the purpose of calculating net investment income (loss) per share in the financial highlights. At December 31, 2002, the components of distributable earnings on a tax basis were are follows: UNDISTRIBUTED UNDISTRIBUTED ORDINARY INCOME LONG-TERM CAPITAL GAIN (000) (000) ---------------------------------------------------------- $ 438 $ -- ---------------------------------------------------------- At December 31, 2002, the U.S. Federal income tax cost basis of investments (excluding foreign currency if applicable) was $45,437,000 and, accordingly, net unrealized appreciation for U.S. Federal income tax purposes was $298,000, of which $5,697,000 related to appreciated securities and $5,399,000 related to depreciated securities. At December 31, 2002, the Fund had a capital loss carryforward for U.S. Federal income tax purposes of approximately $75,824,000 available to offset future capital gains of which $5,416,000 will expire on December 31, 2005, $65,683,000 will expire on December 31, 2006, $2,720,000 will expire on December 31, 2007, and $2,005,000 will expire on December 31, 2009. To the extent that capital gains are offset, such gains will not be distributed to the stockholders. During the year ended December 31, 2002, the Fund utilized capital loss carryforwards for U.S. Federal income tax purposes of approximately $2,720,000. Net capital and currency losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Fund's next taxable year. For the year ended December 31, 2002, the Fund deferred to January 1, 2003, for U.S. Federal income tax purposes, post-October currency losses of $11,000 and post-October capital losses of $640,000. F. OTHER: During the year ended December 31, 2002, the Fund made purchases and sales totaling approximately $17,061,000 and $17,237,000, respectively, of investment securities other than long-term U.S. Government securities and short-term investments. There were no purchases or sales of long-term U.S. Government securities. Each Director of the Fund who is not an officer of the Fund or an affiliated person as defined under the Investment Company Act of 1940, as amended, may elect to participate in the Directors' Deferred Compensation Plan (the "Plan"). Under the Plan, such Directors may elect to defer payment of a percentage of their total fees earned as a Director of the Fund. These deferred portions are treated, based on an election by the Director, as if they were either invested in the Fund's shares or invested in U.S. Treasury Bills, as defined under the Plan. At December 31, 2002, the deferred fees payable, under the Plan, 11 THE MALAYSIA FUND, INC. NOTES TO FINANCIAL STATEMENTS (CONT'D) December 31, 2002 totaled $26,000 and are included in Payable for Directors' Fees and Expenses on the Statement of Net Assets. The deferred portion of Directors' Fees and Expenses shown on the Statement of Operations is impacted by fluctuations in the market value of the investments selected by each Director. For the fiscal year ended December 31, 2002, Directors' Fees and Expenses were decreased by $198 due to these fluctuations. On July 15, 2002, the Fund commenced a share repurchase program for purposes of enhancing stockholder value and reducing the discount at which the Fund's shares traded from their net asset value. During the year ended December 31, 2002, the Fund repurchased 24,167 of its shares at an average discount of 16.72% from net asset value per share. The Fund expects to continue to repurchase its outstanding shares at such time and in such amounts as it believes will further the accomplishment of the foregoing objectives, subject to review by the Board of Directors. On December 13, 2002 the Officers of the Fund, pursuant to authority granted by the Board of Directors declared a distribution of $0.1034 per share, derived from net investment income, payable on January 10, 2003 to stockholders of record on December 24, 2002. 12 THE MALAYSIA FUND, INC. INDEPENDENT AUDITORS' REPORT December 31, 2002 TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF THE MALAYSIA FUND, INC. We have audited the accompanying statement of net assets of The Malaysia Fund, Inc. (the "Fund") as of December 31, 2002, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the two years in the period ended December 31, 1999 were audited by other auditors whose report, dated February 18, 2000, expressed an unqualified opinion on those financial highlights. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2002 by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Malaysia Fund, Inc. at December 31, 2002, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ Ernst & Young LLP Boston, Massachusetts February 7, 2003 13 THE MALAYSIA FUND, INC. Director and Officer Information (Unaudited) Overview Independent Directors: NUMBER OF TERM OF PORTFOLIOS OFFICE IN FUND AND COMPLEX POSITION(S) LENGTH OVERSEEN NAME, AGE AND ADDRESS OF HELD WITH OF TIME PRINCIPAL OCCUPATION(S) BY OTHER DIRECTORSHIPS HELD DIRECTOR REGISTRANT SERVED* DURING PAST 5 YEARS DIRECTOR** BY DIRECTOR ------------------------- ----------- -------- ------------------------- ---------- ------------------------- John D. Barrett II (67) Director Director Chairman and Director of 71 Director of the Ashforth 565 Fifth Avenue since Barrett Associates, Inc. Company (real estate). New York, NY 10017 1996 (investment counseling). Thomas P. Gerrity (61) Director Director Professor of Management, 71 Director, ICG Commerce, 219 Grays Lane since formerly Dean, Wharton Inc.; Sunoco; Fannie Mae; Haverford, PA 19041 2001 School of Business, Reliance Group Holdings, University of Inc., CVS Corporation and Pennsylvania; formerly Knight-Ridder, Inc. Director, IKON Office Solutions, Inc., Fiserv, Digital Equipment Corporation, Investor Force Holdings, Inc. and Union Carbide Corporation. Gerard E. Jones (65) Director Director Of Counsel, Shipman & 72 Director of Tractor Shipman & Goodwin, LLP since Goodwin, LLP (law firm). Supply Company, Tiffany 43 Arch Street 1996 Foundation, and Fairfield Greenwich, CT 06830 County Foundation. Director of the India Magnum Fund Ltd. Joseph J. Kearns (60) Director Director Investment consultant; 71 Director, Electro Rent Kearns & Associates LLC since formerly CFO of The J. Corporation and The Ford PMB 754 2001 Paul Getty Trust. Family Foundation. 23852 Pacific Coast Hwy. Malibu, CA 90265 Vincent R. McLean (71) Director Director Formerly, Executive Vice 71 Director, Banner Life 702 Shackamaxon Drive since President, Chief Insurance Co.; William Westfield, NJ 07090 2001 Financial Officer, Penn Life Insurance Director and Member of Company of New York. the Executive Committee of Sperry Corporation (now part of Unisys Corporation). C. Oscar Morong, Jr. (67) Director Director Managing Director, 71 Trustee of the mutual 1385 Outlook Drive West since Morong Capital funds in the Smith Mountainside, NJ 07092 2001 Management; formerly, Barney/CitiFunds fund Senior Vice President complex. and Investment Manager for CREF, TIAA-CREF Investment Management, Inc. (investment management); formerly, Director, The Indonesia Fund (mutual fund). William G. Morton, Jr. Director Director Chairman Emeritus and 71 Director of Radio Shack (65) 304 Newbury Street, since former Chief Executive Corporation (electronics). #560 Boston, MA 02115 2000 Officer of Boston Stock Exchange. Michael Nugent (66) Director Director General Partner, Triumph 194 Director of various c/o Triumph Capital, L.P. since Capital, L.P. (private business organizations; 237 Park Avenue 2001 investment partnership); Chairman of the Insurance New York, NY 10017 formerly, Vice President, Committee and Director or Bankers Trust Company and Trustee of the retail BT Capital Corporation. families of funds advised by Morgan Stanley Investment Advisors Inc. Fergus Reid (70) Director Director Chairman and Chief 72 Trustee and Director of 85 Charles Colman Blvd. since Executive Officer of approximately 30 Pawling, NY 12564 1996 Lumelite Plastics investment companies in Corporation. the JPMorgan Funds complex managed by JPMorgan Investment Management Inc. Director of the India Magnum Fund Ltd. 14 THE MALAYSIA FUND, INC. DIRECTOR AND OFFICER INFORMATION (CONT'D) Overview Interested Directors: TERM OF NUMBER OF OFFICE PORTFOLIOS AND IN FUND POSITION(S) LENGTH COMPLEX NAME, AGE AND HELD WITH OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS ADDRESS OF DIRECTOR REGISTRANT SERVED* DURING PAST 5 YEARS DIRECTOR** HELD BY DIRECTOR -------------------- ----------- -------- --------------------------- -------------- -------------------- Barton M. Biggs Chairman Chairman Chairman, Director and 72 Member of the Yale (70) 1221 Avenue and and Managing Director of Development Board of the Americas Director Director Morgan Stanley Investment New York, NY 10020 since Management Inc. and 1996 Chairman and Director of Morgan Stanley Investment Management Limited; Managing Director of Morgan Stanley & Co. Incorporated; Director and Chairman of the Board of various U.S. registered companies managed by Morgan Stanley Investment Management Inc. Ronald E. Robison President President President and Trustee; 72 (63) 1221 Avenue and and Chief Global Operations of the Americas Director Director Officer and Managing New York, NY 10020 since Director of Morgan 2001 Stanley Investment Management, Inc.; Managing Director of Morgan Stanley & Co. Incorporated; formerly, Managing Director and Chief Operating Officer of TCW Investment Management Company; Director and President of various funds in the Fund Complex. ---------- * Each Director serves an indefinite term, until his or her successor is elected. ** The Fund Complex includes all funds advised by Morgan Stanley Investment Management Inc. and any funds that have an investment advisor that is an affiliated entity of Morgan Stanley Investment Management Inc. (including, but not limited to, Morgan Stanley Investments LP, Morgan Stanley Investment Advisors Inc. and Van Kampen Asset Management Inc.). 15 THE MALAYSIA FUND, INC. DIRECTOR AND OFFICER INFORMATION (CONT'D) Overview Officers: TERM OF POSITION(S) OFFICE AND HELD WITH LENGTH OF NAME, AGE AND ADDRESS OF EXECUTIVE OFFICER REGISTRANT TIME SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS ------------------------------------------ ----------- -------------- ----------------------------------------------------- Ronald E. Robison (63) President President Chief Global Operations Officer and Managing Morgan Stanley Investment Management Inc. and and Director Director of Morgan Stanley Investment Management 1221 Avenue of the Americas Director since 2001 Inc.; Director and President of various U.S. New York, NY 10020 registered investment companies managed by Morgan Stanley Investment Management Inc.; previously, Managing Director and Chief Operating Officer of TCW Investment Management Company. Stefanie V. Chang (36) Vice Vice Executive Director of Morgan Stanley & Co. Morgan Stanley Investment Management Inc. President President Incorporated and Morgan Stanley Investment 1221 Avenue of the Americas since 1997 Management Inc.; formerly, practiced law with New New York, NY 10020 York law firm of Rogers & Wells (now Clifford Chance US LLP); Vice President of certain funds in the Fund Complex. Lorraine Truten (41) Vice Vice Executive Director of Morgan Stanley Investment Morgan Stanley Investment Management Inc. President President Management Inc.; Head of Global Client Services, 1221 Avenue of the Americas since 2001 Morgan Stanley Investment Management Inc.; New York, NY 10020 President, Morgan Stanley Fund Distribution, Inc. formerly, President of Morgan Stanley Institutional Fund Trust; Vice President of certain funds in the Fund Complex. Mary E. Mullin (35) Secretary Secretary Vice President of Morgan Stanley & Co., Morgan Stanley Investment Management Inc. since 1999 Incorporated and Morgan Stanley Investment 1221 Avenue of the Americas Management, Inc.; formerly, practiced law with the New York, NY 10020 New York law firms of McDermott, Will & Emery and Skadden, Arps, Slate, Meagher & Flom LLP; Secretary of certain funds in the Fund Complex. James W. Garrett (34) Treasurer Treasurer Executive Director of Morgan Stanley & Co. Morgan Stanley Investment Management Inc. since 2002 Incorporated and Morgan Stanley Investment 1221 Avenue of the Americas Management Inc. and Treasurer of various U.S. New York, NY 10020 registered investment companies managed by Morgan Stanley Investment Management Inc.; formerly, with Price Waterhouse LLP (now PricewaterhouseCoopers LLP). Belinda A. Brady (34) Assistant Assistant Fund Administration Senior Manager, J.P. Morgan J.P. Morgan Investor Services Co. Treasurer Treasurer Investor Services Co. (formerly Chase Global Funds 73 Tremont Street since 2001 Services Company); formerly, Senior Auditor at Boston, MA 02108-3913 Price Waterhouse LLP (now PricewaterhouseCoopers LLP). Assistant Treasurer of certain funds in the Fund Complex. ---------- * Each Officer serves an indefinite term, until his or her successor is elected. 16 THE MALAYSIA FUND, INC. DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the "Plan"), each stockholder will be deemed to have elected, unless American Stock Transfer & Trust Company (the "Plan Agent") is otherwise instructed by the stockholder in writing, to have all distributions automatically reinvested in Fund shares. Participants in the Plan have the option of making additional voluntary cash payments to the Plan Agent, annually, in any amount from $100 to $3,000, for investment in Fund shares. Dividend and capital gain distributions will be reinvested on the reinvestment date in full and fractional shares. If the market price per share equals or exceeds net asset value per share on the reinvestment date, the Fund will issue shares to participants at net asset value. If net asset value is less than 95% of the market price on the reinvestment date, shares will be issued at 95% of the market price. If net asset value exceeds the market price on the reinvestment date, participants will receive shares valued at market price. The Fund may purchase shares of its Common Stock in the open market in connection with dividend reinvestment requirements at the discretion of the Board of Directors. Should the Fund declare a dividend or capital gain distribution payable only in cash, the Plan Agent will purchase Fund shares for participants in the open market as agent for the participants. The Plan Agent's fees for the reinvestment of dividends and distributions will be paid by the Fund. However, each participant's account will be charged a pro rata share of brokerage commissions incurred on any open market purchases effected on such participant's behalf. A participant will also pay brokerage commissions incurred on purchases made by voluntary cash payments. Although stockholders in the Plan may receive no cash distributions, participation in the Plan will not relieve participants of any income tax which may be payable on such dividends or distributions. In the case of stockholders, such as banks, brokers or nominees, that hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the stockholder as representing the total amount registered in the stockholder's name and held for the account of beneficial owners who are participating in the Plan. Stockholders who do not wish to have distributions automatically reinvested should notify the Plan Agent in writing. There is no penalty for non-participation or withdrawal from the Plan, and stockholders who have previously withdrawn from the Plan may rejoin at any time. Requests for additional information or any correspondence concerning the Plan should be directed to the Plan Agent at: The Malaysia Fund, Inc. American Stock Transfer & Trust Company Dividend Reinvestment and Cash Purchase Plan 59 Maiden Lane New York, New York 10030 1-800-278-4353 17