As filed with the Securities and Exchange Commission on August 29, 2003
Securities Act File No. 33-68048
Investment Company Act File No. 811-5082
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form N-2
Registration Statement under the Securities Act of 1933 [_]
Pre-Effective Amendment No. [_]
Post Effective Amendment No. [_]
and/or
Registration Statement under the Investment Company Act of 1940 [X]
Amendment No. 12 [X]
(check appropriate box or boxes)
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The Malaysia Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
1221 Avenue of the Americas
New York, New York 10020
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (212) 762-7500
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RONALD E. ROBISON
The Malaysia Fund, Inc.
c/o Morgan Stanley Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020
(Name and Address of Agent for Service)
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With copies to:
LEONARD B. MACKEY, JR., ESQ.
Clifford Chance US LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
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EXPLANATORY NOTE
This filing is made solely for the purposes of: (a) supplementing the Prospectus
of The Malaysia Fund, Inc. (the "Fund") with information regarding certain
sub-advisory arrangements entered into by Morgan Stanley Investment Management
Inc., the Fund's investment manager, and (b) filing as an Exhibit the Amended
and Restated By-Laws of the Fund.
PARTS A and B--PROSPECTUS*
ITEM 20. Investment Advisory and Other Services
Effective August 11, 2003, Morgan Stanley Investment Management Inc. (the
"Investment Manager") entered into a Sub-Advisory Agreement with Morgan Stanley
Investment Management Company (the "Sub-Adviser"). As a result, the following
text is hereby added to the section of the Fund's Prospectus titled "Management
of the Fund - The Investment Manager":
Sub-Adviser
Morgan Stanley Investment Management Company ("MSIM Company"), located at 23
Church Street, 16-01 Capital Square, Singapore 049481, a wholly-owned subsidiary
of Morgan Stanley, serves as investment sub-adviser for the Fund on a day-to-day
basis. MSIM Company selects, buys and sells securities for the Fund under the
supervision of the Investment Manager. References in the Prospectus to the
Investment Manager, when used in connection with its activities as the Fund's
investment adviser, include the Sub-Adviser acting under its supervision.
The Investment Manager pays the Sub-Adviser on a monthly basis a portion of the
net advisory fees the Investment Adviser receives from the Fund. The investment
sub-advisory agreement will continue in effect for an initial term of two years,
and thereafter for successive annual periods as long as such continuance is
approved in accordance with the 1940 Act.
______________________
* Pursuant to the General Instructions to Form N-2, all information required to
be set forth in Part B: Statement of Additional Information has been included in
Part A: The Prospectus.
PART C -- OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(1) Financial Statements (Not applicable)
(2) Exhibits
(a) (1) -- Articles of Incorporation (Previously filed as Exhibit 2(a)(1)
to the Registrant's Registration Statement on form N-2 (file
No. 33-68048))*
(2) -- Articles of Amendment (Previously filed as Exhibit 2(a)(2) to
the Registrant's Registration Statement on form N-2 (file No.
33-68048))*
(3) -- Articles of Amendment (Previously filed as Exhibit 2(a)(3) to
the Registrant's Registration Statement on form N-2 (file No.
33-68048))*
(b) -- Amended and Restated By-Laws **
(c) -- Not applicable
(d) -- Specimen certificate for Common Stock, par value $.01 per
share (Previously filed as Exhibit 2(d) to the Registrant's
Registration Statement on form N-2 (file No. 33-68048))*
(e) -- Dividend Reinvestment and Cash Purchase Plan (Previously filed
as Exhibit 2(e) to the Registrant's Registration Statement on
form N-2 (file No. 33-68048))*
(f) -- Not applicable
(g) (1) -- Investment Advisory and Management Agreement between
Registrant and Morgan Stanley Asset Management Inc.
(Previously filed as Exhibit 2(g)(1) to the Registrant's
Registration Statement on form N-2 (file No. 33-68048))*
(2) -- Research and Advisory Agreement among Registrant, Morgan
Stanley Asset Management Inc. and Arab-Malaysian Consultant
Sdn Bhd (Previously filed as Exhibit 2(g)(2) to the
Registrant's Registration Statement on form N-2 (file No.
33-68048))*
(3) -- Sub-Advisory Agreement between the Manager and Morgan Stanley
Investment Management Company**
(h) (1) -- Form of Dealer Manager Agreement (Previously filed as Exhibit
2(h)(1) to the Registrant's Registration Statement on form N-2
(file No. 33-68048))*
(2) -- Form of Soliciting Dealer Agreement (Previously filed as
Exhibit 2(h)(2) to the Registrant's Registration Statement on
form N-2 (file No. 33-68048))*
(i) -- Not Applicable
(j) (1) -- Custodian Agreement between Registrant and Citibank, N.A.
(Previously filed as Exhibit 2(j)(1) to the Registrant's
Registration Statement on form N-2 (file No. 33-68048))*
(2) -- Custodian Agreement between Registrant and Morgan Guaranty
Trust (Previously filed as Exhibit 2(j)(2) to the Registrant's
Registration Statement on form N-2 (file No. 33-68048))*
(3) -- Form of Subcustodian Agreement (Previously filed as Exhibit
2(j)(3) to the Registrant's Registration Statement on form N-2
(file No. 33-68048))*
(k) (1) -- Memorandum of Understanding (Previously filed as Exhibit 2(k)
(1) to the Registrant's Registration Statement on form N-2
(file No. 33-68048))*
(2) -- Form of Agreement for Stock Transfer Services (Previously
filed as Exhibit 2(k)(2) to the Registrant's Registration
Statement on form N-2 (file No. 33-68048))*
(3) -- Form of Administration Agreement (Previously filed as Exhibit
2(k)(3) to the Registrant's Registration Statement on form N-2
(file No. 33-68048))*
(4) -- Form of Information Agent Agreement (Previously filed as
Exhibit 2(k)(4) to the Registrant's Registration Statement on
form N-2 (file No. 33-68048))*
(l) (1) -- Opinion and consent of Sullivan & Cromwell (Previously filed
as Exhibit 2(l)(1) to the Registrant's Registration Statement
on form N-2 (file No. 33-68048))*
(2) -- Consent of Shook Lin & Bok (Previously filed as Exhibit 2(l)
(2) to the Registrant's Registration Statement on form N-2
(file No. 33-68048))*
(m) -- Not applicable
(n) -- Consent of Price Waterhouse (Previously filed as Exhibit 2(n)
to the Registrant's Registration Statement on form N-2 (file
No. 33-68048))*
(o) -- Not applicable
(p) -- Not applicable
(q) -- Not applicable
__________
Other Exhibit: Power of Attorney*
* Previously filed.
** filed herewith.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 29th day of
August, 2003.
THE MALAYSIA FUND, INC.
By: /s/ Stefanie V. Chang
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Stefanie V. Chang
Vice President
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
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2(b) Amended and Restated By-Laws
2(g)(3) Sub-Advisory Agreement between the Manager and Morgan
Stanley Investment Management Company