<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
The Thai Fund, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
THE THAI FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The Thai
Fund, Inc. will be held on Monday, June 26, 1995, at 2:00 P.M. (New York time),
in Conference Room 2, at 1221 Avenue of the Americas, 22nd Floor, New York, New
York 10020, for the following purposes:
1. To elect three Class I directors for a term of one year, four Class
II directors for a term of two years and four Class III directors for a
term of three years.
2. To ratify or reject the selection by the Board of Directors of
Price Waterhouse LLP as independent accountants for the year ending
December 31, 1995.
3. To consider and act upon any other business that may properly come
before the Meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 3, 1995 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
VALERIE Y. LEWIS
Secretary
Dated: May 30, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
<PAGE> 3
THE THAI FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
-------------------------
PROXY STATEMENT
-------------------------
This statement is furnished by the Board of Directors of The Thai Fund,
Inc. (the "Fund") in connection with their solicitation of Proxies for use at
the Annual Meeting of Stockholders to be held on Monday, June 26, 1995, at 2:00
P.M. (New York time), in Conference Room 2 at 1221 Avenue of the Americas, 22nd
Floor, New York, New York 10020, the principal executive office of Morgan
Stanley Asset Management Inc. (the "U.S. Adviser"). The purpose of the Meeting
and the matters to be acted upon are set forth in the accompanying Notice of
Annual Meeting.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified, shares
will be voted for the election of directors and for the other proposals. A Proxy
may be revoked at any time prior to the time it is voted by written notice to
the Secretary of the Fund or by attendance at the Meeting.
The close of business on April 3, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 12,464,576 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote at the
Meeting. It is expected that the Notice of Annual Meeting, Proxy Statement and
form of Proxy will first be mailed to stockholders on or about May 30, 1995.
The shares represented by properly executed proxy cards will be voted as
specified. It is intended that the shares represented by proxies on which no
specification has been made will be voted FOR the election of the nominees for
Director named herein and FOR ratification of Price Waterhouse LLP as
independent accountants for the year ending December 31, 1995. The Fund intends
to treat properly executed proxies that are marked "abstain" as present for
purposes of determining whether a quorum has been achieved at the Meeting.
The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of Proxies will be
largely by mail, but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of the U.S. Adviser. The
solicitation of Proxies is also expected to include communications by employees
of Shareholder Communications Corp., a proxy solicitation firm expected to be
engaged by the Fund at a cost not expected to exceed $5,000 plus expenses.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1994, TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS SHOULD BE MADE IN WRITING TO THE THAI FUND, INC., C/O MUTUAL FUNDS
SERVICE COMPANY, P.O. BOX 2798, BOSTON, MASSACHUSETTS 02208-2798, OR BY CALLING
1-800-221-6726.
Mutual Funds Service Company is an affiliate of the Fund's administrator,
United States Trust Company of New York, and provides administrative services to
the Fund. United States Trust Company of New York's business address is 770
Broadway, New York, New York 10003. Mutual Funds Service Company's business
address is 73 Tremont Street, Boston, Massachusetts 02108.
The Board of Directors of the Fund recommends that the stockholders vote in
favor of each of the matters mentioned in items 1 and 2 of the Notice of Annual
Meeting.
<PAGE> 4
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, three Class I directors will be elected to hold office for
a term of one year, four Class II directors will be elected to hold office for a
term of two years and four Class III directors will be elected to hold office
for a term of three years and, in each case, until their successors are duly
elected and qualified. It is the intention of the persons named in the
accompanying form of Proxy to vote, on behalf of the stockholders, for the
election of Peter J. Chase, David B. Gill and Warren J. Olsen as Class I
directors, John W. Croghan, Graham E. Jones, Snoh Unakul and Frederick B.
Whittemore as Class II directors and Barton M. Biggs, Khun Sukri Kaocharern,
John A. Levin and William G. Morton, Jr. as Class III directors.
The Board of Directors has unanimously approved increasing the number of
directors from seven to eleven, effective as of the commencement of the Meeting,
and amending the By-Laws of the Fund to establish staggered terms of office of
directors. The Board has recommended that stockholders vote for the election of
each of the nominees for director.
On or about the same date as the Meeting, each of the other closed-end,
U.S. registered investment companies advised by the U.S. Adviser also is holding
a meeting of stockholders at which, among other things, such stockholders are
considering a proposal to elect as directors of such other investment companies
(with certain limited exceptions) the same people nominated to be directors of
the Fund (except Morgan Stanley India Investment Fund, Inc.). Accordingly, if
elected, the nominees for directors of the Fund also will act as directors of
The Brazilian Investment Fund, Inc., The Latin American Discovery Fund, Inc.,
The Malaysia Fund, Inc., Morgan Stanley Africa Investment Fund, Inc., Morgan
Asia-Pacific Fund, Inc., Morgan Stanley Emerging Markets Fund, Inc., Morgan
Stanley Emerging Markets Debt Fund, Inc., Morgan Stanley Global Opportunity Bond
Fund, Inc., The Morgan Stanley High Yield Fund, Inc., The Pakistan Investment
Fund, Inc., and The Turkish Investment Fund, Inc. (collectively, with the Fund,
the "MSAM closed-end funds"). The Board of Directors believes that this
arrangement will enhance the ability of the directors to deal expeditiously with
administrative matters common to the MSAM closed-end funds, such as evaluating
the performance of common service providers, including the U.S. Adviser and the
administrators, transfer agents, custodians and accountants of the MSAM
closed-end funds.
In connection with the proposed new board arrangements, the Board of
Directors has determined that it would be appropriate to reduce the level of
fees payable by the Fund to its directors. The Fund currently pays each of its
directors who is not a director, officer or employee of the U.S. Adviser an
annual fee of $8,000 plus $900 for each meeting of the Board of Directors or a
committee thereof attended, plus certain out-of-pocket expenses, with the
Chairman of the Board of Directors receiving $11,500 annually plus $1,100 for
each meeting attended. The Fund also pays the Audit Committee Chairman an annual
fee of $1,000 plus $200 for each meeting of the Audit Committee attended. The
fees paid to the Chairman of the Audit Committee are in addition to the fees the
Chairman of the Audit Committee are in addition to the fees the Chairman of the
Audit Committee receives for serving as a director. Aggregate fees and expenses
paid or payable to the Board of Directors for the fiscal year ended December 31,
1994 were $115,835. Effective immediately following the Meeting, each of the
directors of the Fund who is not a director, officer or employee of the U.S.
Adviser will receive from the Fund an annual fee of $6,000 per year, plus
out-of-pocket expenses. Each of the members of the Fund's Audit Committee, which
will consist of the Fund's directors who are not "interested persons" of the
Fund as defined in the Investment Company Act of 1940, as amended (the "1940
Act"), will receive an additional annual fee of $1,100 for serving on such
committee.
2
<PAGE> 5
After giving effect to the reduction in the level of fees payable by the
Fund to its directors, the Fund will pay, on an annual basis, aggregate fees of
$56,800 (including fees payable to members of the Audit Committee), assuming
each of the eight nominees named herein who is not a director, officer or
employee of the U.S. Adviser is elected at the Meeting. At the fee level in
effect prior to the Meeting, the Fund would pay, on an annual basis, aggregate
fees of $105,000 for the same eight nominees, assuming each such nominee
attended four Board meetings and the six non-interested nominees each attended
two Audit Committee meetings. The level of fees payable by the Fund to its
directors will be reviewed by the Board of Directors annually.
Each of the directors who is not an "affiliated person", within the meaning
of the Investment Company Act of 1940 (the "1940 Act"), of the U.S. Adviser may
enter into a deferred arrangement (the "Fee Arrangement") with the Fund,
pursuant to which such director defers to a later date the receipt of his
director's fees. The deferred fees owed by the Fund are credited to a
bookkeeping account maintained by the Fund on behalf of such director and accrue
income from and after the date of credit in an amount equal to the amount that
would have been earned had such fees (and all income earned thereon) been
invested and reinvested either (i) in shares of the Fund or (ii) at a rate equal
to the prevailing rate applicable to 90-day United States Treasury Bills at the
beginning of each calendar quarter for which this rate is in effect, whichever
method is elected by the director.
Under the Fee Arrangement, deferred director's fees (including the return
accrued thereon) will become payable in cash upon such director's resignation
from the Board of Directors in generally equal annual installments over a period
of five years (unless the Fund has agreed to a longer or shorter payment period)
beginning on the first day of the year following the year in which such
director's resignation occurred. In the event of a director's death, remaining
amounts payable to him under the Fee Arrangement will thereafter be payable to
his designated beneficiary; in all other events, a director's right to receive
payments is non-transferable. Under the Fee Arrangement, the Board of Directors
of the Fund, in its sole discretion, has reserved the right, at the request of a
director or otherwise, to accelerate or extend the payment of amounts in the
deferred fee account at any time after the termination of such director's
service as a director. In addition, in the event of the liquidation, dissolution
or winding up of the Fund or the distribution of all or substantially all of the
Fund's assets and property to its stockholders (other than in connection with a
reorganization or merger into another Fund advised by MSAM), all unpaid amounts
in the deferred fee account maintained by the Fund will be paid in a lump sum to
the directors participating in the Fee Arrangement on the effective date
thereof.
Currently, only Messrs. Gill, Jones and Whittemore have elected to enter
the Fee Arrangement with the Fund.
The Fund's By-Laws provide that the Board of Directors is divided into
three classes. Each director holds office until (i) the expiration of his term
and until his successor shall be elected and qualified, (ii) his death, (iii) he
has resigned, (iv) December 31 of the year in which he shall have reached
seventy-three years of age or (v) he has been removed as provided by statute.
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Directors with respect to the engagement of
independent accountants and reviews with the independent accountants the plan
and results of the audit engagement and matters having a material effect on the
Fund's financial operations. The members of the Audit Committee are Messrs.
Biundo, Chase and Jones, none of whom is an "interested person" (as defined in
the 1940 Act). After the Meeting, the Audit Committee will continue to consist
of the directors of the Fund who are not "interested persons." There were two
meetings of the Audit Committee during the fiscal year ended December 31, 1994.
The Audit Committee met on February 21, 1995 to ratify and approve the
3
<PAGE> 6
1994 annual report to stockholders. At the present time, the Board of Directors
has no compensation or nominating committees, or other committee performing
similar functions.
There were four meetings of the Board of Directors held during the fiscal
year ended December 31, 1994, and each incumbent director attended at least 75%
of the aggregate number of meetings of the Board of Directors and meetings of
Committees thereof on which that director served.
Each of the nominees has consented to be named in this Proxy Statement and
to serve as a director if elected. The Board of Directors has no reason to
believe that any of the nominees named above will become unavailable for
election as a director, but if that should occur before the Meeting, Proxies
will be voted for such persons as the Board of Directors may recommend.
Certain information regarding each of the nominees for election as a
director of the Fund and the principal executive officers of the Fund is set
below.
<TABLE>
<CAPTION>
COMMON STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENT+ PERCENT
- - --------------------------------------------- -------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Barton M. Biggs* Nominee Chairman and Director of Morgan 62 0 -- 0
1221 Avenue of the Americas Stanley Asset Management Inc.
New York, NY 10020 and Morgan Stanley Asset Man-
agement Limited; Managing Di-
rector of Morgan Stanley & Co.
Incorporated; Director of Mor-
gan Stanley Group Inc.; Member
of International Advisory
Council of The Thailand Fund;
Director and officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.
Peter J. Chase Director Chairman of CGL, Inc.; 62 1,080 -- ****
821-C San Mateo and Nominee Principal, Statements;
Santa Fe, NM 87505 Director of The Malaysia Fund,
Inc., Morgan Stanley
Asia-Pacific Fund, Inc. and
The Thai Fund, Inc.; Member of
the Investment Advisory
Council of The Thailand Fund;
and Consultant, NGV Systems,
Inc. Previously Chairman of
CJS, Inc. and Principal of
Sidney A. Staunton, Inc. and
the Yankee Group.
John W. Croghan Nominee Chairman of Lincoln Capital Man- 64 0 -- 0
200 South Wacker Drive agement Company; Director of
Chicago, IL 60606 St. Paul Bancorp. Inc.,
Lindsay Manufacturing Co.,
Morgan Stanley Asia-Pacific
Fund, Inc. and Morgan Stanley
Emerging Markets Fund Inc.;
Previously, Director of
Blockbuster Entertainment
Corporation.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
COMMON STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENT+ PERCENT
- - --------------------------------------------- -------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
David B. Gill Director Director of The Latin American 68 831 110 ****
3042 Cambridge Place, N.W. and Nominee Discovery Fund, Inc. and the
Washington, D.C. 20007 Mauritius Fund Limited; Member
of the International Advisory
Committee of Banco Surinvest
S.A.; Member of the Interna-
tional Advisory Council of The
Thailand Fund; International
Adviser to Crown Agents for
Overseas Governments and
Administrators; Member of the
Capital Markets Committee of
the Inter-American Investment
Corporation; Member of the Ad-
visory Counsel of Korea Devel-
opment Investment Corporation;
Chairman and Director of
Norinvest Bank; Member of The
International Advisory Council
of Investment Management Com-
pany Chile S.A.; Previously,
Director of Capital Markets
Department of the
International Financial
Corporation; Trustee,
Batterymarch Finance Manage-
ment; Chairman and Director,
Equity Fund of Latin America
S.A., Commonwealth Equity Fund
Limited; and Director, Global
Securities, Inc.
Graham E. Jones Director Senior Vice President of BGK 62 362 143 ****
23 Chestnut Street and Nominee Properties, Inc.; Trustee of
Boston, MA 02108 nine funds managed by Weiss,
Peck & Greer; Trustee of eight
funds managed by Morgan
Grenfell Capital Management
Incorporated; Director of The
Malaysia Fund, Inc., The
Turkish Investment Fund, Inc.
and The Pakistan Investment
Fund, Inc.; Member of the
International Advisory Council
of The Thailand Fund;
Previously, Chief Financial
Officer of Practice Management
Systems, Inc.
Sukri Kaocharern Director Chairman of the Advisory Board, 58 0 -- ****
39 Soi Sapanky, and Nominee M.D.X Co. Ltd.; Chairman of
Rama IV Road Premier Financial & Securities
Thungmahamek, Co., Ltd.; Director of Premier
Yannawa, Global Corporation Co., Ltd.;
Bangkok 10120, Director of Jutha Maritime
Thailand Co., Ltd.; Director of
Institute for Management
Education for Thailand
Foundation (IMBT); Director of
the Advisory Council, Graduate
Institute of Business
Administration (SASIN) of
Chulalongkorn University;
Director of Thai Farmers Bank;
and Chairman of Tawana Co.,
Ltd. and Thai Castor Oil Co.,
Ltd. Previously, Director of
The Federation of Thai Indus-
tries; Director of the
Provincial Waterworks
Authority (PWA) and Chairman
of PWA's Sub-Committee on
Administration Development;
and President of the
Industrial Finance Corpora-
tion of Thailand.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
COMMON STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENT+ PERCENT
- - --------------------------------------------- -------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
John A. Levin* Nominee President of John A. Levin & 56 0 -- 0
One Rockefeller Plaza Co., Inc.; Director of Morgan
New York, NY 10020 Stanley Emerging Markets Debt
Fund, Inc., Morgan Stanley
India Investment Fund, Inc.
and The Pakistan Investment
Fund, Inc.
William G. Morton, Jr. Nominee Chairman and Chief Executive Of- 58 0 -- 0
1 Boston Place ficer of Boston Stock
Boston, MA 02108 Exchange; Director of Tandy
Corporation; Director of The
Malaysia Fund, Inc., Morgan
Stanley Africa Investment
Fund, Inc., Morgan Stanley
Emerging Markets Debt Fund,
Inc. and Morgan Stanley Global
Opportunity Bond Fund, Inc.
Warren J. Olsen* President*** Principal of Morgan Stanley 38 865 -- ***
1221 Avenue of the Americas (since 1989) Asset Management Inc. and
New York, NY 10020 and Nominee President and Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.
Previously associated with
Sullivan & Cromwell.
Snoh Unakul Director Chairman of The Bank of Asia 63 0 -- ****
1010 Sukhumvit Road (since 1992) Public Company Limited,
Bangkok 10110, and Nominee Premier Group of Companies,
Thailand Thailand Development Research
Institute and Council of
Trustees of Burapha
University; Director of The
Siam Cement Group and Dole
Thailand, Ltd.; and Member of
the International Advisory
Council of The Thailand Fund,
Advisory Board of IBM Thailand
Co., Ltd. Previously Deputy
Prime Minister of Thailand and
Secretary General of Nation
Economic and Social
Development Board.
Frederick B. Whittemore* Director and Advisory Director of Morgan 64 0 151 ****
1251 Avenue of the Americas Chairman Stanley & Co. Incorporated;
New York, NY 10020 of the Board Chairman of the United States
(since 1991) National Committee for Pacific
and Nominee Economic Cooperation; and
Chairman and Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.
Previously Managing Director
of Morgan Stanley & Co.
Incorporated.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
COMMON STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENT+ PERCENT
- - --------------------------------------------- -------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
James W. Grisham Vice Presi- Principal of Morgan Stanley 53 0 N/A 0
1221 Avenue of the dent*** Asset Management Inc.; and
Americas (since 1992) Officer of various investment
New York, NY 10020 companies managed by Morgan
Stanley Asset Management Inc.
Harold J. Schaaff, Jr. Vice Presi- Principal of Morgan Stanley & 34 258 N/A ****
1221 Avenue of the dent*** Co. Incorporated; General
Americas (since 1992) Counsel and Secretary of
New York, NY 10020 Morgan Stanley Asset
Management Inc.; and Officer
of various investment com-
panies managed by Morgan
Stanley Asset Management Inc.
Previously associated with
Sullivan & Cromwell.
Joseph P. Stadler Vice Presi- Vice President of Morgan Stanley 40 0 N/A 0
1221 Avenue of the dent*** Asset Management Inc. and Of-
Americas (since 1994) ficer of various investment
New York, NY 10020 companies managed by Morgan
Stanley Asset Management Inc.;
Previously associated with
Price Waterhouse.
Valerie Y. Lewis Secretary*** Vice President of Morgan Stanley 39 0 N/A 0
1221 Avenue of the (since 1990) Asset Management Inc. and Of-
Americas ficer of various investment
New York, NY 10020 companies managed by Morgan
Stanley Asset Management Inc.
Formerly with Citicorp.
Hilary D. Toole Assistant Associated with Morgan Stanley 31 0 N/A 0
1221 Avenue of the Secretary*** Asset Management Inc. and Of-
Americas (since 1994) ficer of various investment
New York, NY 10020 companies managed by Morgan
Stanley Asset Management Inc.
Formerly with Womble, Carlyle,
Sandridge & Rice and Reboul,
MacMurray, Hewitt, Maynard &
Kristol.
James R. Rooney Treasurer*** Assistant Vice President and 36 0 N/A 0
73 Tremont Street (since 1994) Manager of Fund
Boston, MA 02108 Administration, Mutual Funds
Service Company and Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.
Previously Assistant Vice
President and Manager of Fund
Compliance and Control,
Scudder, Stevens & Clark,
Inc.; Audit Manager, Ernst &
Young.
------------- --- --------
All Nominees and Executive Officers as a Group................................ 3,396 404 ****
============ ============= =======
</TABLE>
- - ---------------
* "Interested person" within the meaning of the Investment Company Act of
1940. Mr. Biggs is a director and officer of the U.S. Adviser. Mr.
Whittemore is an Advisory Director of Morgan Stanley & Co. Incorporated, an
affiliate of the U.S. Adviser, and he is the owner of a beneficial interest
in the U.S. Adviser. Mr. Olsen is an officer of the U.S. Adviser. Mr. Levin
is an officer of John A. Levin & Co., Inc., a registered broker-dealer.
** This information has been furnished by each nominee and executive officer.
*** Each officer of the Fund will hold such office until a successor has been
elected by the Board of Directors.
**** Less than 1%.
+ Indicates share equivalents owned by nominees who are currently directors
and held in cash accounts by the Fund on their behalf in connection with
the Fee Arrangement.
7
<PAGE> 10
Each officer of the Fund will hold such office until a successor has been
duly elected and qualified.
The following table sets forth the aggregate compensation paid or payable
during the fiscal year ended December 31, 1994, by the Fund to each director,
information as to pension and retirement benefits from the Fund and the total
compensation paid during the fiscal year ending December 31, 1994, to each
director for service on the Board of Directors of the Fund and of other funds
which hold themselves out as related to the Fund for investor or customer
services or for which the U.S. Adviser, the Thai Adviser or an affiliated person
thereof acts as the investment advisor (collectively, the "Fund Complex").
<TABLE>
<CAPTION>
PENSION OR NUMBER OF
RETIREMENT ESTIMATED TOTAL FUNDS IN
AGGREGATE BENEFITS ANNUAL COMPENSATION FUND COMPLEX
COMPENSATION ACCRUED AS BENEFITS FROM THE FOR WHICH
FROM THE PART OF FUND UPON FUND AND THE DIRECTOR
NAME OF DIRECTOR FUND* EXPENSES RETIREMENT FUND COMPLEX SERVES
- - -------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Frederick B.
Whittemore**............ $ 15,900 None None $ 57,400 5
James J. Biundo........... $ 14,800 None None $ 20,939 2***
Peter J. Chase............ $ 11,500 None None $ 30,093 3
David B. Gill............. $ 11,600 None None $ 36,500 3
Graham E. Jones........... $ 13,400 None None $ 37,700 4
Sukri Kaocharern**........ $ 11,600 None None $ 11,600 1
Snoh Unakul............... $ 11,600 None None $ 11,600 1
</TABLE>
- - ---------------
* None of the directors deferred any compensation during the fiscal year ended
December 31, 1994.
** "Interested person" within the meaning of the Investment Company Act of
1940.
*** During 1995, Mr. Biundo resigned from the Board of Directors of the Fund and
the other fund for which he served as director and thus he is no longer a
director of any fund in the Fund Complex.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Fund's officers and directors, and persons who own more than ten percent of
a registered class of the Fund's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange, Inc. The Fund believes that its officers and directors
complied with all applicable filing requirements for the fiscal year ended
October 31, 1994 except that one Form 5 -- Annual Statements of Beneficial
Ownership of Securities for each of Messrs. Chase, Gill, Jones, Olsen and
Schaaff, each relating to one transaction of the Fund's shares, was
inadvertently filed late by management of the Fund, which had undertaken to file
the forms on their behalf.
The candidates for directors receiving the greatest number of votes at a
meeting at which a quorum is present will be elected. Under the Fund's By-Laws,
the presence in person or by proxy of stockholders entitled to cast a majority
of the votes entitled to be cast thereat shall constitute a quorum. For this
purpose, abstentions and broker non-votes will be counted in determining whether
a quorum is present at the Meeting, but will not be counted as votes cast at the
Meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 1.
8
<PAGE> 11
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
A majority of the directors who are not interested persons of the Fund has
selected Price Waterhouse LLP as independent accountants for the Fund for the
year ending December 31, 1995. The ratification of the selection of independent
accountants is to be voted on at the Meeting, and it is intended that the
persons named in the accompanying Proxy will vote for Price Waterhouse LLP.
Although it is not expected that a representative of Price Waterhouse LLP will
attend the meeting, a representative will be available by telephone to respond
to shareholder questions, if any.
The Board's policy regarding engaging independent accountants' services is
that management may engage the Fund's principal independent accountants to
perform any services normally provided by independent accounting firms, provided
that such services meet any and all of the independence requirements of the
American Institute of Certified Public Accountants and the Securities and
Exchange Commission. In accordance with this policy, the Audit Committee reviews
and approves all services provided by the independent accountants prior to their
being rendered. The Board of Directors also receives a report from its Audit
Committee relating to all services after they have been performed by the Fund's
independent accountants.
The ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at a meeting at which a quorum
is present. For this purpose, abstentions and broker non-votes will be counted
in determining whether a quorum is present at the Meeting, but will not be
counted as votes cast at the Meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The only beneficial owner, known to the Fund, or more than 5% of the
outstanding shares of Common Stock of the Fund is the following:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
NAME AND ADDRESS AS OF APRIL 3, 1995 PERCENT
- - ------------------------------------------------------ ---------------------- ------
<S> <C> <C>
Franklin Resources, Inc. 619,603* 6.1%
777 Mariners Island Blvd.
San Mateo, CA 94404
</TABLE>
- - ---------------
* Sole voting power (550,029), shared voting power (16,055) and shared
dispositive power (619,603).
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon according to their best judgment in the
interests of the Fund.
STOCKHOLDER PROPOSALS
A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1996 must be received by the Fund on or before
January 31, 1996 in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting.
9
<PAGE> 12
ADDRESSES OF INVESTMENT ADVISERS
The principal office of the U.S. Adviser is 1221 Avenue of the Americas,
New York, New York 10020. The principal office of the Fund's Thai adviser, The
Mutual Fund Public Company Limited, is 30th -- 32nd Floors. Lake Rajada, 193-195
Ratchadaphisek Road, Khlong-Toey, Bangkok 10110, Thailand.
VALERIE Y. LEWIS
Secretary
Dated: May 30, 1995
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
10
<PAGE> 13
THE THAI FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
P 1221 AVENUE OF THE AMERICAS
R NEW YORK, NEW YORK 10020
O
X THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Y
The undersigned hereby appoints WARREN J. OLSEN, HAROLD J. SCHAAFF, JR.,
and VALERIE Y. LEWIS as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes each of them to represent and vote, as
designated on the reverse side, all stock of the above Company held of record
by the undersigned on April 3, 1995, at the Annual Meeting of Stockholders to
be held on June 26, 1995, and at any adjournment therof.
(Continued and to be signed and dated on reverse side.)
SEE REVERSE
SIDE
<PAGE> 14
/ X / PLEASE MARK VOTES AS IN THIS EXAMPLE.
<TABLE>
This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals Nos. 1 and 2. Please sign exactly as your name appears below. Where shares are held
by joint tenants, both should sign.
<S> <C>
1. Election of the following nominees as Directors:
Class I Nominees: Peter J. Chase, David B. Gill and
Warren J. Olsen
Class II Nominees: John W. Croghan, Graham E. Jones, 2. Ratification of the selection of FOR AGAINST ABSTAIN
Snoh Unakul and Frederick B. Whittemore Price Waterhouse LLP as / / / / / /
Class III Nominees: Barton M. Biggs, Sukri Kaocharern, independent accountants.
John A. Levin and William G. Morton, Jr.
FOR WITHHELD 3. To vote upon any and all business as may properly come
/ / ALL / / FROM ALL before the meeting or any adjournment thereof.
NOMINEES NOMINEES
/ /_______________________________ MARK HERE
For all nominees except as noted above FOR ADDRESS
CHANGE AND / /
NOTE AT LEFT
When signing as attorney, executor, administrator, trustee, guardian
or custodian for a minor, please sign full title as such. If a
corporation, please sign full corporate name by authorized officer
and indicate the signer's office. If a partnership, please sign in
partnership name.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY Signature:______________________________________ Date: _____________
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature:______________________________________ Date: _____________
</TABLE>
