<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
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 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), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
THE 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. (the "Fund") will be held on Wednesday, June 5, 1996, at 11:00 A.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 three years.
2. To ratify or reject the selection by the Board of Directors of
Price Waterhouse LLP as independent accountants for the Fund for the fiscal
year ending December 31, 1996.
3. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 26, 1996 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
VALERIE Y. LEWIS
Secretary
Dated: May 10, 1996
IF YOU DO NOT 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 the solicitation of Proxies for use at the
Annual Meeting of Stockholders (the "Meeting") to be held on Wednesday, June 5,
1996, at 11:00 A.M. (New York time), in Conference Room 2 at the principal
executive office of Morgan Stanley Asset Management Inc. (hereinafter "MSAM" or
the "Manager"), 1221 Avenue of the Americas, 22nd Floor, New York, New York
10020. The purpose of the Meeting and the matters to be acted upon are set forth
in the accompanying Notice of Annual Meeting of Stockholders. 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 10, 1996.
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. 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. If no instructions are specified, shares will be voted FOR the
election of the nominees for Directors and FOR ratification of Price Waterhouse
LLP as independent accountants of the Fund for the fiscal year ending December
31, 1996. Abstentions and broker non-votes are each included in the
determination of the number of shares present at the Meeting.
The close of business on April 26, 1996 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting and at any adjournment thereof. On that date, the Fund had 13,018,864
shares of Common Stock outstanding and entitled to vote. Each share will be
entitled to one vote 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 materials to beneficial owners. The solicitation of Proxies will be
largely by mail, but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of the Manager. The
solicitation of Proxies is also expected to include communications by employees
of Shareholder Communications Corporation, a proxy solicitation firm 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 ITS
FISCAL YEAR ENDED DECEMBER 31, 1995, TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE IN WRITING TO THE THAI FUND, INC.,
C/O CHASE GLOBAL FUNDS SERVICES COMPANY, P.O. BOX 2798, BOSTON, MASSACHUSETTS
02208-2798, OR BY CALLING 1-800-221-6726.
Chase Global Funds Services Company is an affiliate of the Fund's
administrator, The Chase Manhattan Bank, N.A. ("Chase Bank"), and provides
administrative services to the Fund. The business address of Chase Bank is One
Chase Manhattan Plaza, New York, New York 10081, and
<PAGE> 4
the business address of Chase Global Funds Services Company is 73 Tremont
Street, Boston, Massachusetts 02108.
The principal office of the Manager is 1221 Avenue of the Americas, New
York, New York 10020. The principal office of The Mutual Fund Public Company
Limited, the Fund's Thai adviser (the "Thai Adviser"), is 30th-32nd Floors, Lake
Rajada, 193-195 Ratchadaphisek Road, Khlong-Toey, Bangkok 10110, Thailand.
The Board recommends that the stockholders vote in favor of each of the
matters mentioned in Items 1 and 2 of the Notice of Annual Meeting.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, three Directors will be elected to hold office for a term
of three years and 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.
On or about the same date as the Meeting, each of the other closed-end,
U.S. registered investment companies advised by MSAM (except Morgan Stanley
India Investment Fund, Inc.) also is holding a meeting of stockholders at which,
among other things, such stockholders are considering a proposal to elect as
Class I directors of such other investment companies the same people nominated
to be Class I Directors of the Fund. Accordingly, if elected, all of the
nominees for Directors of the Fund also will act as directors of Morgan Stanley
Africa Investment Fund, Inc., The Brazilian Investment Fund, Inc., The Latin
American Discovery Fund, Inc., The Malaysia Fund, Inc., Morgan Stanley
Asia-Pacific Fund, Inc., Morgan Stanley Emerging Markets Debt Fund, Inc., Morgan
Stanley Emerging Markets 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 believes that this arrangement enhances
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 MSAM and the administrators, transfer
agents, custodians and accountants for the MSAM closed-end funds.
Pursuant to the Fund's By-laws, the terms of office of the Directors are
staggered. The Board of Directors is divided into three classes, designated
Class I, Class II and Class III, with each class having a term of three years.
Each year the term of one class expires. Class I consists of Peter J. Chase,
David B. Gill and Warren J. Olsen. Class II consists of John W. Croghan, Graham
E. Jones, Snoh Unakul and Frederick B. Whittemore. Class III consists of Barton
M. Biggs, Sukri Kaocharern, John A. Levin and William G. Morton, Jr. Only the
Directors in Class I are being considered for election at this Meeting.
Pursuant to the Fund's By-Laws, each Director holds office until (i) the
expiration of his term and until his successor has been elected and qualified,
(ii) his death, (iii) his resignation, (iv) December 31 of the year in which he
reaches seventy-three years of age, or (v) his removal as provided by statute or
the Articles of Incorporation.
2
<PAGE> 5
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 currently
John W. Croghan, John A. Levin and William G. Morton, Jr., none of whom is an
"interested person," as defined under the Investment Company Act of 1940, as
amended (the "1940 Act"). After the Meeting, the Audit Committee will continue
to consist of Directors of the Fund who are not "interested persons." The
Chairman of the Audit Committee is Mr. Levin. The Audit Committee met twice
during the fiscal year ended December 31, 1995. The Board of Directors does not
have nominating or compensation committees or other committees performing
similar functions.
There were four meetings of the Board of Directors held during the fiscal
year ended December 31, 1995. For the fiscal year ended December 31, 1995, each
current Director, during his tenure, attended at least seventy-five percent of
the aggregate number of meetings of the Board and of any committee on which he
served, except Mr. Biggs (who attended two of the three Board meetings during
his tenure).
Each of the nominees for Director 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 the Directors and executive officers of the
Fund is set forth below:
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- -------------- ---------------------------- --- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Barton M. Biggs*............... Director and Chairman, Director and 63 0 0 ***
1221 Avenue of the Americas Chairman Managing Director of
New York, New York 10020 of the Morgan Stanley Asset
Board Management Inc. and
since 1995 Chairman and Director of
Morgan Stanley Asset
Management Limited;
Managing Director of
Morgan Stanley & Co.
Incorporated; Director of
Morgan Stanley Group Inc.;
Member of the Investment
Advisory Council of The
Thailand Fund; Director of
the Rand McNally Company;
Member of the Yale
Development Board;
Director and Chairman of
the Board of sixteen U.S.
registered investment
companies managed by
Morgan Stanley Asset
Management Inc.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- -------------- ---------------------------- --- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Peter J. Chase................. Nominee; Chairman and Chief Financial 63 528 0 ***
1441 Paseo De Peralta Director Officer, High Mesa Tech-
Santa Fe, New Mexico 87501 since 1987 nologies, LLC; Chairman of
CGL, Inc.; Director of
twelve U.S. registered
investment companies
managed by Morgan Stanley
Asset Management Inc.;
Member of the Investment
Advisory Council of The
Thailand Fund.
John W. Croghan................ Director Chairman of Lincoln Capital 65 1,000 147 ***
200 South Wacker Drive since 1995 Management Company;
Chicago, Illinois 60606 Director of St. Paul
Bancorp, Inc. and Lindsay
Manufac-
turing Co.; Director of
twelve U.S. registered
investment companies
managed by Morgan Stanley
Asset Management Inc.
Previously Director of
Blockbuster Entertainment
Corporation.
David B. Gill.................. Nominee; Director of twelve U.S. 69 1,143 331 ***
3042 Cambridge Place, N.W. Director registered investment
Washington, D.C. 20007 since 1987 companies managed by
Morgan Stanley Asset
Management Inc.; Director
of the Mauritius Fund
Limited; Director of
Moneda Chile Fund Limited;
Member of the Investment
Advisory Council of The
Thailand Fund; Chairman of
the Advisory Board of
Advent Latin American
Private Equity Fund;
Chairman and Director of
Norinvest Bank; Director
of Surinvest International
Limited; Director of
National Registry Company.
Previously Director of
Capital Markets Depart-
ment of the International
Finance Corporation;
Trustee, Batterymarch
Finance Management;
Chairman and Director of
Equity Fund of Latin
America S.A. and Director
of Commonwealth Equity
Fund Limited; and Director
of Global Securities, Inc.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- -------------- ---------------------------- --- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Graham E. Jones................ Director Senior Vice President of BGK 63 979 426 ***
P.O. Box 428 since 1987 Properties; Trustee of
Arroyo Seco, New Mexico 87514 nine funds managed by
Weiss, Peck & Greer;
Trustee of eleven funds
managed by Morgan Grenfell
Capital Management
Incorporated; Director of
twelve U.S. registered
investment companies
managed by Morgan Stanley
Asset Management Inc.;
Member of the Investment
Advisory Council of The
Thailand Fund. Previously
Chief Financial Officer of
Practice Management
Systems, Inc.
Sukri Kaocharern............... Director Chairman of the Advisory 59 0 0 ***
39 Soi Sapanky, since 1988 Board, M.D.X Co. Ltd.;
Rama IV Road Chairman of Premier
Thungmahamek, Yannawa, Financial & Securities
Bangkok 10120, Thailand Co., Ltd.; Director of
Premier Global Corporation
Co., Ltd.; Director of
Jutha Maritime 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
Industries; Director of
the Provincial Waterworks
Authority (PWA) and
Chairman of PWA's
Sub-Committee on
Administration
Development; and President
of Industrial Finance
Corporation of Thailand.
John A. Levin.................. Director President of John A. Levin & 57 1,000 37 ***
One Rockefeller Plaza since 1995 Co., Inc.; Director of
New York, New York 10020 thirteen U.S. registered
investment companies
managed by Morgan Stanley
Asset Management Inc.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- -------------- ---------------------------- --- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
William G. Morton, Jr.......... Director Chairman and Chief Executive 59 331 0 ***
1 Boston Place since 1995 Officer of Boston Stock
Boston, Massachusetts 02108 Exchange; Director of
Tandy Corporation;
Director of twelve U.S.
registered investment
companies managed by
Morgan Stanley Asset
Management Inc.
Warren J. Olsen*............... Nominee; Principal of Morgan Stanley 39 982 0 ***
1221 Avenue of the Americas Director & Co. Incorporated and
New York, New York 10020 since 1995; Morgan Stanley Asset
and Management Inc.; Director
President and President of sixteen
since 1989 U.S. registered investment
companies managed by
Morgan Stanley Asset
Management Inc.
Snoh Unakul.................... Director Chairman of The Bank of Asia 64 0 0 ***
1010 Sukhumvit Road since 1992 Public Company Limited,
Bangkok 10110, Thailand Premier Group of
Companies, Thailand
Development Research
Institute and Council of
Trustees of Burapha
University; Director of
Dole Thailand, Ltd., The
Siam Cement Group; and
Member of the Investment
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 Advisory Director of Morgan 65 0 0 ***
1251 Avenue of the Americas and Vice- Stanley & Co.
New York, New York 10020 Chairman Incorporated; Chairman for
since 1991 the United States National
Committee for Pacific
Economic Cooperation;
Director and Vice-Chairman
of fifteen U.S. registered
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 26, DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- -------------- ---------------------------- --- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
James W. Grisham*.............. Vice President Principal of Morgan Stanley 54 0 N/A ***
1221 Avenue of the Americas since 1992 & Co. Incorporated and
New York, New York 10020 Morgan Stanley Asset
Management Inc.; Officer
of various investment
companies managed by
Morgan Stanley Asset
Management Inc.
Harold J. Schaaff, Jr.*........ Vice President Principal of Morgan Stanley 35 292 N/A ***
1221 Avenue of the Americas since 1992 & Co. Incorporated and
New York, New York 10020 Morgan Stanley Asset
Management Inc.; General
Counsel and Secretary of
Morgan Stanley Asset
Management Inc.; Officer
of various investment
companies managed by
Morgan Stanley Asset
Management Inc.
Joseph P. Stadler*............. Vice President Vice President of Morgan 41 0 N/A ***
1221 Avenue of the Americas since 1994 Stanley & Co. Incorporated
New York, New York 10020 and Morgan Stanley Asset
Management Inc.; Officer
of various investment
companies managed by
Morgan Stanley Asset
Management Inc. Previously
with Price Waterhouse LLP.
Valerie Y. Lewis*.............. Secretary Vice President of Morgan 40 0 N/A ***
1221 Avenue of the Americas since 1990 Stanley & Co. Incorporated
New York, New York 10020 and Morgan Stanley Asset
Management Inc.; Officer
of various investment
companies managed by
Morgan Stanley Asset
Management Inc. Previously
with Citicorp.
James R. Rooney................ Treasurer Assistant Vice President and 37 0 N/A ***
73 Tremont Street since 1994 Manager of Fund
Boston, Massachusetts 02108 Administration, Chase
Global Funds Services
Company; 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. and Audit Manager,
Ernst & Young LLP.
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- -------------- ---------------------------- --- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Joanna M. Haigney.............. Assistant Supervisor, Fund Administra- 29 0 N/A ***
73 Tremont Street Treasurer tion, Chase Global Funds
Boston, Massachusetts 02108 since 1995 Services Company; Officer
of various investment
companies managed by
Morgan Stanley Asset
Management Inc. Pre-
viously Audit Supervisor,
Coopers & Lybrand LLP.
----------- ----- ---
All Directors and Officers as a Group...................................... 6,255 941 ***
=========== ============= ==========
</TABLE>
- ---------------
* "Interested person" within the meaning of the 1940 Act. Mr. Biggs is
Chairman, a Director and a Managing Director of the Manager, and Messrs.
Olsen, Grisham, Schaaff and Stadler and Ms. Lewis are officers of the
Manager. Mr. Whittemore is an Advisory Director of Morgan Stanley & Co.
Incorporated, an affiliate of the Manager and a registered broker-dealer,
and he owns a beneficial interest in Morgan Stanley Group Inc.
** This information has been furnished by each Director and officer.
*** Less than 1%.
+ Indicates share equivalents owned by the Directors and held in bookkeeping
accounts by the Fund on behalf of the Directors in connection with the
deferred fee arrangements described below.
Each officer of the Fund will hold such office until a successor has been
duly elected and qualified.
The Fund pays each of its Directors who is not a director, officer or
employee of MSAM, the Thai Adviser or their affiliates, in addition to certain
out-of-pocket expenses, an annual fee of $6,000. Each of the members of the
Fund's Audit Committee receives an additional annual fee of $1,100 for serving
on such committee. Messrs. Unakul and Kaocharern are compensated in the amount
of $8,000 per year plus $900 for each meeting attended. Aggregate fees and
expenses paid or payable to the Board of Directors for the fiscal year ended
December 31, 1995 were approximately $126,399.
Each of the Directors who is not an "affiliated person" of MSAM within the
meaning of the 1940 Act may enter into a deferred fee 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
8
<PAGE> 11
the request of a Director or otherwise, to accelerate or extend the payment of
amounts in the deferred fee account at any time after the termination of such
Director's service as a director. In addition, in the event of liquidation,
dissolution or winding up of the Fund or the distribution of all or
substantially all of the Fund's assets and property to its stockholders (other
than in connection with a reorganization or merger into another fund advised by
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, Messrs. Croghan, Gill and Jones are the only Directors who have
entered into the Fee Arrangement with the Fund.
Set forth below is a table showing the aggregate compensation paid by the
Fund to each of its Directors, as well as the total compensation paid to each
Director by the Fund and by other U.S. registered investment companies advised
by MSAM or its affiliates (collectively, the "Fund Complex") for their services
as Directors of such investment companies for the fiscal year ended December 31,
1995.
<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION NUMBER OF FUNDS
COMPENSATION BENEFITS ACCRUED FROM FUND AND IN FUND COMPLEX
FROM FUND AS PART OF THE FUND COMPLEX PAID FOR WHICH
NAME OF DIRECTORS (2)(3) FUND'S EXPENSES TO DIRECTORS(2)(4) DIRECTOR SERVES(5)
- ------------------------- ------------ --------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Barton M. Biggs(1) $ 0 None $ 0 16
Frederick B.
Whittemore(1) $ 7,310 None $ 28,254 15
Warren J. Olsen(1) $ 0 None $ 0 16
Peter J. Chase $ 8,800 None $ 47,300 12
John W. Croghan $ 3,748 None $ 48,645 12
David B. Gill $ 8,854 None $ 46,719 12
Graham E. Jones $ 9,870 None $ 47,673 12
John A. Levin $ 3,550 None $ 49,546 13
William G. Morton, Jr. $ 3,550 None $ 48,400 12
Snoh Unakul $ 10,700 None $ 10,700 1
Sukri Kaocharern $ 11,600 None $ 11,600 1
James J. Biundo(6) $ 6,955 None $ 10,605 2
</TABLE>
- ---------------
(1) "Interested person" of the Fund within the meaning of the 1940 Act. Messrs.
Biggs and Olsen do not receive any compensation from the Fund or any other
investment company in the Fund Complex for their services as a director of
such investment companies.
(2) The amounts reflected in this table include amounts payable by the Fund and
the Fund Complex for services rendered during the fiscal year ended December
31, 1995, regardless of whether such amounts were actually received by the
Directors during such fiscal year.
(3) Mr. Croghan earned $1,973, Mr. Gill earned $8,854 and Mr. Jones earned
$9,870 in deferred compensation from the Fund pursuant to the deferred Fee
Arrangements described above, including any capital gains or losses or
interest associated therewith, during the fiscal year ended December 31,
1995. Such amounts are included in these Directors' aggregate compensation
from the Fund reported in this table.
(4) Mr. Croghan earned $35,657, Mr. Gill earned $26,719, Mr. Jones earned
$21,723 and Mr. Levin earned $21,796 in deferred compensation from the Fund
and the Fund Complex pursuant to the deferred Fee Arrangements described
above, including any capital gains or losses or interest associated
therewith, during the fiscal year ended December 31, 1995. Such amounts are
included in these Directors' respective aggregate compensation from the Fund
and the Fund Complex reported in this table.
(5) Indicates the total number of boards of directors of investment companies in
the Fund Complex, including the Fund, on which the Director served at any
time during the fiscal year ended December 31, 1995.
(6) Mr. Biundo resigned as a Director of the Fund, and the other fund in the
Fund Complex for which he served, on May 23, 1995. As of the date hereof,
Mr. Biundo does not serve on any board of directors for any investment
company in the Fund Complex.
9
<PAGE> 12
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 (the
"Commission") and the New York Stock Exchange, Inc. Certain Forms 3--Initial
Statement of Beneficial Ownership of Securities, 4--Statement of Changes in
Beneficial Ownership of Securities and 5--Annual Statement of Beneficial
Ownership of Securities were filed late by management of the Fund, which had
undertaken to file such forms on behalf of the Directors and officers of the
Fund. A Form 3 was filed late for each of Messrs. Biggs, Croghan, Levin, Morton,
Olsen and Whittemore. A Form 5 was filed late for each of Messrs. Chase, Gill,
Jones, Olsen and Schaaff, each with respect to two transactions in the Fund's
shares.
The election of Messrs. Chase, Gill and Olsen requires the affirmative vote
of a majority of the votes cast at a meeting at which a quorum is present. 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" THE
ELECTION OF THE THREE NOMINEES AS DIRECTORS.
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
The Board of Directors of the Fund, including 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 fiscal year ending December 31,
1996. 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. Price Waterhouse LLP acts
as the independent accountants for certain of the other investment companies
advised by MSAM. 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 appropriate stockholder questions, if any. Price
Waterhouse LLP does not intend to make any statements at the Meeting, except in
response to stockholder questions.
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 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 that 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.
10
<PAGE> 13
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the Fund's management, the following persons owned
beneficially more than 5% of the Fund's outstanding shares at April 26, 1996:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
NAME AND ADDRESS AS OF APRIL 26, 1996 PERCENT
- --------------------------------------------------------- -------------------- --------
<S> <C> <C>
Franklin Resources, Inc.**............................... 871,131* 6.7 %
777 Mariners Island Blvd.
San Mateo, California 94404
Charles B. Johnson**..................................... 871,131* 6.7 %
777 Mariners Island Blvd.
San Mateo, California 94404
Rupert H. Johnson, Jr.**................................. 871,131* 6.7 %
777 Mariners Island Blvd.
San Mateo, California 94404
</TABLE>
- ---------------
* Sole voting power (801,557), shared voting power (16,055) and shared
dispositive power (871,131).
** Based on a Schedule 13G filed with the Commission on February 9, 1996. As
reported in such Schedule 13G, Messrs. Charles B. Johnson and Rupert H.
Johnson, Jr. are principal shareholders of Franklin Resources, Inc.
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.
11
<PAGE> 14
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1997 must be received by the Fund on or before
January 8, 1997, in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting.
VALERIE Y. LEWIS
Secretary
Dated: May 10, 1996
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.
12
<PAGE> 15
P THE THAI FUND, INC.
R C/O MORGAN STANLEY ASSET MANAGEMENT INC.
O 1221 AVENUE OF THE AMERICAS
X NEW YORK, NEW YORK 10020
Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints WARREN J. OLSEN,
VALERIE Y. LEWIS and HAROLD J. SCHAAFF, JR., and each of them, as proxies for
the undersigned, with full power of substitution and resubstitution, and hereby
authorizes said proxies, and each of them, to represent and vote, as designated
on the reverse side, all stock of the above Company held of record by the
undersigned on April 26, 1996 at the Annual Meeting of Stockholders to be held
on June 5, 1996, and at any adjournment thereof.
THE UNDERSIGNED HEREBY REVOKES ANY AND ALL PROXIES WITH RESPECT TO SUCH
STOCK HERETOFORE GIVEN BY THE UNDERSIGNED. THE UNDERSIGNED ACKNOWLEDGES RECEIPT
OF THE PROXY STATEMENT DATED MAY 10, 1996.
(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
-----------
SEE REVERSE
SIDE
-----------
<PAGE> 16
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
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. When shares are held by joint tenants, each joint tenant should sign.
1. Election of the following nominees as Directors:
NOMINEES: Peter J. Chase, David B. Gill and Warren J. Olsen
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ] _____________________________________________
For all nominees except as noted above
2. Ratification of the selection of Price Waterhouse LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In the discretion of such proxies, upon any and all other business as may
properly come before the Meeting or any adjournment thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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.
Signature:_________________________________________________Date:_______
Signature:_________________________________________________Date:_______
