THAI FUND INC, PRE 14A, 1997-03-14

THAI FUND INC
PRE 14A, 1997-03-14

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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENTS
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:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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>
Draft of March 13, 1997

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, April 30, 1997, at
8:00 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 two Class II 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 of the Fund for the
fiscal year ending December 31, 1997.

3. To approve or disapprove an Investment Contract between the Fund
and The Mutual Fund Public Company Limited and a Technical Assistance and
Seconding Agreement among the Fund, Morgan Stanley Asset Management Inc.
and The Mutual Fund Public Company Limited.

4. To approve or disapprove a Fund Investment Agreement between the
Fund and Morgan Stanley Asset Management Inc.

5. 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 March 24, 1997
are entitled to notice of, and to vote at, this Meeting or any adjournment
thereof.

VALERIE Y. LEWIS
SECRETARY

Dated: March [<circle>], 1997

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
<PAGE>
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, April
30, 1997, at 8:00 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. It is expected that the Notice of Annual Meeting, Proxy Statement and
form of Proxy will first be mailed to stockholders on or about March 27, 1997.

The purpose of the Meeting and the matters to be acted upon are set forth
in the accompanying Notice of Annual Meeting of Stockholders. At the Meeting,
the Fund's stockholders will consider New Advisory Agreements (defined below)
to take effect following the consummation of the transactions contemplated by
an Agreement and Plan of Merger, dated as of February 4, 1997 (the "Merger
Agreement"), between Dean Witter, Discover & Co. ("Dean Witter Discover") and
Morgan Stanley Group Inc. ("MS Group"), the direct parent of MSAM, the Fund's
investment manager. Pursuant to the Merger Agreement, the Fund's investment
manager will become a direct subsidiary of the merged company, which will be
called Morgan Stanley, Dean Witter, Discover & Co. The Fund's New Advisory
Agreements are substantially identical to the Fund's Current Advisory
Agreements (defined below), except for the dates of execution.

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, FOR ratification of Price Waterhouse
LLP as independent accountants of the Fund for the fiscal year ending December
31, 1997, FOR the approval of the New Management Agreements (defined below) and
FOR the approval of the New Fund Investment Agreement (defined below).
Abstentions and broker non-votes are each included in the determination of the
number of shares present and voting at the Meeting.

The Board has fixed the close of business on March 24, 1997 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
[<circle>] 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 expected
to be engaged by the Fund at a cost not expected to exceed $[<circle>] plus
expenses.

THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR
ITS FISCAL YEAR ENDED DECEMBER 31, 1996, 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 02108-2798, OR BY CALLING 1-800-221-6726.

<PAGE>

Chase Global Funds Services Company is an affiliate of the Fund's
administrator, The Chase Manhattan Bank ("Chase Bank"), and provides
administrative services to the Fund. The business address of Chase Bank and
Chase Global Funds Services Company is 73 Tremont Street, Boston, Massachusetts
02108.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF EACH OF THE
MATTERS MENTIONED IN ITEMS 1, 2, 3 AND 4 OF THE NOTICE OF ANNUAL MEETING.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

At the Meeting, two 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 John W. Croghan and
Graham E. Jones as Class II 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 directors of such other investment companies the same people nominated
to be Directors of the Fund. Accordingly, if elected, all of 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 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., Morgan Stanley Russia & New Europe 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 of 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 currently consists of Peter J.
Chase, David B. Gill and Warren J. Olsen. Class II currently consists of John
W. Croghan, Graham E. Jones and Snoh Unakul. Class III currently consists of
Barton M. Biggs, Sukri Kaocharern, John A. Levin and William G. Morton, Jr.
Only the Directors in Class II 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.

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"). The Chairman of the Audit Committee is Mr.
Levin. After the Meeting, the Audit Committee will continue to consist of
Directors of the Fund who are not "interested persons." The Audit Committee
met twice during the fiscal year ended December 31, 1996. 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, 1996. For the fiscal year ended December 31, 1996, each
current Director, during his tenure, attended at least seventy-five percent of

<PAGE>

the aggregate number of meetings of the Board and of any committee on which he
served, except Mr. Biggs, who attended two of the four meetings of the Board.

Each of the nominees for Director has consented to be named in this Proxy
Statement and to serve as a director of the Fund 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 officers of the Fund is
set forth below:

<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
POSITION OWNED AS OF OWNED UNDER
WITH THE PRINCIPAL OCCUPATIONS AND MARCH <CIRCLE> DEFERRED FEE
NAME AND ADDRESS FUND OTHER AFFILIATIONS AGE 1997** ARRANGEMENTS<DAGGER> PERCENTAGE
- ---------------- ---------- ----------------------------- --- -------------- -------------------- ----------
<S> <C> <C> <C> <C> <C> <C>

Barton M. Biggs* Director and Chairman, Director and 64 [<circle>] - ***
1221 Avenue of the Americas Chairman of the Managing Director of Morgan
New York, New York 10020 Board since Stanley Asset Management Inc.
1995 and Chairman and Director of
Morgan Stanley Asset
Management Limited; Managing
Director of Morgan Stanley &
Co. Incorporated; Director of
Morgan Stanley Group Inc.;
Director of the Rand McNally
Company; Member of the Yale
Development Board; Director
and Chairman of the Board of
seventeen U.S. registered
investment companies managed
by Morgan Stanley Asset
Management Inc.

Peter J. Chase Director Chairman and Chief Financial 64 [<circle>] - ***
1441 Paseo De Peralta since 1987 Officer, High Mesa
Santa Fe, New Mexico 87501 Technologies, LLC; Chairman
of CGL, Inc.; Director of
thirteen U.S. registered
investment companies managed
by Morgan Stanley Asset
Management, Inc.

John W. Croghan Nominee; Chairman of Lincoln Capital 66 [<circle>] 419 ***
200 South Wacker Drive Director Management Company; Director
Chicago, Illinois 60606 since 1995 of St. Paul Bancorp, Inc. and
Lindsay Manufacturing Co.;
Director of thirteen U.S.
registered investment
companies managed by Morgan
Stanley Asset Management
Inc.; Previously Director of
Blockbuster Entertainment
Corporation.

<PAGE>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
POSITION OWNED AS OF OWNED UNDER
WITH THE PRINCIPAL OCCUPATIONS AND MARCH <CIRCLE> DEFERRED FEE
NAME AND ADDRESS FUND OTHER AFFILIATIONS AGE 1997** ARRANGEMENTS<DAGGER> PERCENTAGE
- ---------------- ---------- ----------------------------- --- -------------- -------------------- ----------

David B. Gill Director Director of thirteen U.S. 70 [<circle>] 338 ***
26210 Ingleton Circle since 1987 registered investment
Easton, Maryland 21601 companies managed by Morgan
Stanley Asset Management
Inc.; Director of the
Mauritius Fund Limited;
Director of Moneda Chile Fund
Limited; Director of First
NIS Regional Fund SIAC;
Director of Commonwealth
Africa Investment Fund Ltd.;
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
Department of the
International Finance
Corporation; Trustee,
Batterymarch Finance
Management; Chairman and
Director of Equity Fund of
Latin America S.A.; Director
of Commonwealth Equity Fund
Limited; and Director of
Global Securities, Inc.

Graham E. Jones Nominee; Senior Vice President of BGK 64 [<circle>] - ***
330 Garfield Street Director Properties; Trustee of nine
Suite 200 since 1987 investment companies managed
Santa Fe, New Mexico 87501 by Weiss, Peck & Greer,
Trustee of eleven investment
companies managed by Morgan
Grenfell Capital Management
Incorporated; Director of
thirteen U.S. registered
investment companies managed
by Morgan Stanley Asset
Management Inc.; Previously
Chief Financial Officer of
Practice Management Systems,
Inc.

<PAGE>

COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
POSITION OWNED AS OF OWNED UNDER
WITH THE PRINCIPAL OCCUPATIONS AND MARCH <CIRCLE> DEFERRED FEE
NAME AND ADDRESS FUND OTHER AFFILIATIONS AGE 1997** ARRANGEMENTS<DAGGER> PERCENTAGE
- ---------------- ---------- ----------------------------- --- -------------- -------------------- ----------

Sukri Kaocharern Director Chairman of the Advisory 60 [<circle>] -
39 Soi Sapanky, since 1988 Board, M.D.X. Co. Ltd.;
Rama IV Road Chairman of Premier Financial
Thungmahamek, Yannawa, & Securities Co., Ltd.,
Bangkok 10120, Thailand 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 & 58 [<circle>] 306 ***
One Rockefeller Plaza since 1995 Co., Inc.; Director of
New York, New York 10020 fourteen U.S. registered
investment companies managed
by Morgan Stanley Asset
Management Inc.

William G. Morton, Jr. Director Chairman and Chief Executive 60 [<circle>] - ***
1 Boston Place since 1995 Officer of Boston Stock
Boston, Massachusetts 02108 Exchange; Director of Tandy
Corporation; Director of
thirteen U.S. registered
investment companies managed
by Morgan Stanley Asset
Management Inc.

Warren J. Olsen* Director Principal of Morgan Stanley & 40 [<circle>] - ***
1221 Avenue of the Americas since 1995 Co. Incorporated and Morgan
New York, New York 10020 and President Stanley Asset Management
since 1989 Inc.; Director of Sixteen and
President of seventeen U.S.
registered investment
companies managed by Morgan
Stanley Asset Management Inc.

<PAGE>

Snoh Unakul Director Chairman of The Bank of Asia 65 [<circle>] - ***
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.

James W. Grisham* Vice Principal of Morgan Stanley & 55 [<circle>] - ***
1221 Avenue of the Americas President since Co. Incorporated and Morgan
New York, New York 10020 1992 Stanley Asset Management
Inc.; Officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc.

Michael F. Klein* Vice Principal of Morgan Stanley & 37 [<circle>] - ***
1221 Avenue of the Americas President since Co. Incorporated and Morgan
New York, New York 10020 [<circle>] Stanley Asset Management Inc.
and previously a Vice
President thereof; Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.;
Previously practiced law with
the New York law firm of
Rogers & Wells.

Harold J. Schaaff, Jr.* Vice Principal of Morgan Stanley & 36 [<circle>] - ***
1221 Avenue of the Americas President since Co. Incorporated and Morgan
New York, New York 10020 1992 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 Vice President of Morgan 42 [<circle>] - ***
1221 Avenue of the Americas President since Stanley & Co. Incorporated
New York, New York 10020 1994 and Morgan Stanley Asset
Management Inc.; Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.;
Previously with Price
Waterhouse LLP.

<PAGE>

Valerie Y. Lewis* Secretary since Vice President of Morgan 41 [<circle>] - ***
1221 Avenue of the Americas 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 M. Rooney Treasurer since Assistant Vice President and 38 [<circle>] - ***
73 Tremont Street 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.

Belinda Brady Assistant Manager, Fund Administration, 28 [<circle>] - ***
73 Tremont Street Treasurer since Chase Global Funds Services
Boston, Massachusetts 02108 1996 Company; Officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc.;
Previously with Price
Waterhouse LLP.

All Directors and Officers as a Group [<circle>] 1,629 ***
========== ===== ===
- --------------------
* "Interested person" within the meaning of the 1940 Act. Mr. Biggs is chairman, director and managing director of the Manager,
and Messrs. Olsen, Grisham, Klein, Schaaff and Stadler and Ms. Lewis are officers of the Manager.
** This information has been furnished by each nominee and officer.
*** Less than 1%.
<dagger> Indicates share equivalents owned by the Directors and held in cash accounts by the Fund on behalf of the Directors in
connection with the deferred fee arrangements described below.
</TABLE>

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 or its affiliates, in addition to certain out-of-pocket
expenses, an annual fee of $[<circle>] plus certain 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
1940 Act, as amended, will receive an additional fee of $[<circle>] for serving
on such committee. Aggregate fees and expenses paid or payable to the Board of
Directors for the fiscal year ended December 31, 1996 were approximately
$[<circle>].

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 may defer to a
later date the receipt of his Director's fees. The deferred fees owed by the
Fund are credited to a bookkeeping account maintained by the Fund on behalf of
such Director and accrue income from and after the date of credit in an amount
equal to the amount that would have been earned had such fees (and all income
earned thereon) been invested and reinvested either (i) in shares of the Fund
or (ii) at a rate equal to the prevailing rate applicable to 90-day United

<PAGE>

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 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, Jones and Levin 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 of the Fund 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, 1996.

<TABLE>
<CAPTION>
PENSION OR NUMBER OF
RETIREMENT TOTAL COMPENSATION FUNDS IN
AGGREGATE BENEFITS ACCRUED FROM FUND AND FUND COMPLEX
COMPENSATION AS PART OF THE FUND COMPLEX PAID FOR WHICH
NAME OF DIRECTORS FROM FUND(2)(3) FUND'S EXPENSES TO DIRECTORS(2)(4) DIRECTOR SERVES(5)
- ------------------------------ ----------------- ---------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Barton M. Biggs(1) $ 0 None $ 0 17
Peter J. Chase 6,000 None 57,691 13
John W. Croghan 7,185 None 73,925 13
David B. Gill 6,133 None 59,910 13
Graham E. Jones 6,193 None 60,546 13
Sukri Kaocharern 9,800 None 9,800 1
John A. Levin 7,140 None 77,539 14
William G. Morton, Jr. 7,100 None 67,893 13
Warren J. Olsen(1) 0 None 0 17
Snoh Unakul 10,700 None 10,700 1
Frederick B. Whittemore(1)(6) 0 None 0 16

<PAGE>

- --------------------
(1) "Interested persons" 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, 1996, regardless of whether such amounts were actually received by the Directors during such
fiscal year.
(3) Mr. Croghan earned $7,185, Mr. Gill earned $133, Mr. Jones earned $4,693 and Mr. Levin earned $6,321 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, 1996. Such amounts are included in these Directors'
respective aggregate compensation from the Fund reported in this table.
(4) Mr. Croghan earned $72,671, Mr. Gill earned $21,027, Mr. Jones earned $21,605 and Mr. Levin earned $70,597 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, 1996. Such amounts are
included in these Directors' respective compensations 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, 1996.
(6) Mr. Whittemore resigned as a Director of the Fund effective March [<circle>], 1997.
</TABLE>

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. The Fund
believes that its officers and Directors complied with all applicable filing
requirements for the fiscal year ended December 31, 1996.

The election of Messrs. Croghan and Jones 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 TWO 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,
1997. 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 stockholder 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 that have been performed by the Fund's
independent accountants.

<PAGE>

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.

APPROVAL OF NEW ADVISORY CONTRACTS
(PROPOSALS NO. 3 AND NO. 4)

THE MANAGER

MSAM has acted as U.S. Adviser to the Fund since the Fund commenced its
investment operations. MSAM will be referred to herein as the "Manager" or,
alternatively, as the "U.S. Adviser."

The Manager currently is a wholly-owned subsidiary of MS Group and is
registered under the U.S. Investment Advisers Act of 1940, as amended. The
Manager provides portfolio management and named fiduciary services to various
closed-end and open-end investment companies, taxable and nontaxable
institutions, international organizations and individuals investing in United
States and international equities and fixed income securities. At December 31,
1996, MSAM had, together with its affiliated investment management companies
(which include Van Kampen American Capital, Inc. and Miller Anderson &
Sherrerd, LLP), assets under management (including assets under fiduciary
advisory control) totaling approximately $[<circle>] billion.

As an investment adviser, MSAM emphasizes a global investment strategy
and benefits from research coverage of a broad spectrum of investment
opportunities worldwide. MSAM draws upon the capabilities of its asset
management specialists located in its various offices throughout the world. It
also draws upon the research capabilities of MS Group and its other affiliates,
as well as the research and investment ideas of other companies whose brokerage
services MSAM utilizes. For the fiscal year ended December 31, 1996, the Fund
paid approximately $[<circle>] in brokerage commissions, of which approximately
$[<circle>] was paid by the Fund to affiliates of the Manager, including Morgan
Stanley & Co.

The address of the Manager is 1221 Avenue of the Americas, New York, New
York 10020. The principal address of MS Group is 1585 Broadway, New York, New
York 10036.

Certain information regarding the directors and the principal executive
officers of the Manager is set forth below.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME AND ADDRESS POSITION WITH MSAM OTHER INFORMATION
- ---------------- ------------------ -------------------------------------------
<S> <C> <C>
Barton M. Biggs* Chairman, Director and Managing Chairman and Director of Morgan Stanley
Director Asset Management Limited; Managing Director
of Morgan Stanley & Co. Incorporated;
Director of Morgan Stanley Group Inc.
Peter A. Nadosy* Vice Chairman, Director and Managing Managing Director of Morgan Stanley & Co.
Director Incorporated; Director of Morgan Stanley
Asset Management Limited
James M. Allwin* President, Director and Managing Managing Director of Morgan Stanley & Co.
Director Incorporated; President of Morgan Stanley
Realty Inc.

<PAGE>

PRINCIPAL OCCUPATION AND
NAME AND ADDRESS POSITION WITH MSAM OTHER INFORMATION
- ---------------- ------------------ -------------------------------------------
Gordon S. Gray* Director and Managing Director Managing Director of Morgan Stanley & Co.
Incorporated; Director of Morgan Stanley
Asset Management Limited
Dennis G. Sherva* Director and Managing Director Managing Director of Morgan Stanley & Co.
Incorporated
- --------------------
* Business Address: 1221 Avenue of the Americas, New York, New York 10020
</TABLE>

THE THAI ADVISER

The Mutual Fund Public Company Limited ("MFC"), a Thai limited company
registered under the U.S. Investment Advisers Act of 1940, acts as Thai Adviser
to the fund and as manager of an investment plan (the "Investment Plan")
pursuant to the Investment Contract (defined below) and subject to the
provisions of the Seconding Agreement (defined below). MFC was organized on
March 14, 1975 as a company with limited liability under the laws of Thailand
to carry on investment management activities. Its principal address is 30th-
32nd Floor, Lake Rajada Building, 193-195 Ratchadaphisek Road, Khlong-Toey,
Bangkok 10110, Thailand.

MFC has four shareholders that each beneficially own more than 10% of
MFC's outstanding shares. The names, percentages of ownership of MFC and
addresses of such shareholders are as follows: The Industrial Finance
Corporation of Thailand (21.74%), 1770 New Petchburi Road, Bangkok 10310,
Thailand; Ministry of Finance ("MoF") (16.67%), Rama VI Road, Bangkok 10400,
Thailand; Government Savings Bank (13.33%), 470 Paholvotin Road, Bangkok 10400,
Thailand; and SET for Securities Depositary Center (26.47%), [ADDRESS]. The
Industrial Finance Corporation of Thailand and Government Savings Bank are each
controlled by the government of Thailand through the MoF.

MFC was established to provide a means for small investors to invest in
securities through the creation of investment plans in Thailand. As of
December 31, 1996, the assets of the investment plans managed by MFC totalled
[<circle>] million Baht ($[<circle>] at the December 31, 1996 rate of
exchange). MFC manages such investment plans for fees in a range of 0.9% to
1.5% of the net asset value thereof. MFC also manages provident investment
plans (pension and similar funds) since being granted a license therefor by the
Thai Ministry of Finance in December 1983. At December 31, 1996, the assets of
the [<circle>] provident funds managed by MFC for the benefit of approximately
[<circle>] employees totalled [<circle>] million Baht ($[<circle>] at the
December 31, 1996 rate of exchange). MFC acts as registrar for its investment
funds, which have about [<circle>] unitholders, and also acts as registrar and
transfer and paying agent with respect to bonds issued by various Thai state
enterprises.

Under its license and current Securities Exchange of Thailand
regulations, MFC is entitled to pay a brokerage commission with respect to its
trades on the Securities Exchange of Thailand at the concessionary rates of
0.3% and 0.06% for equity and debt securities, respectively, applicable to non-
member brokers (instead of the usual fixed rates of 0.5% and 0.1%,
respectively) of the gross consideration. The Investment Plan is entitled to
the benefit of these concessionary rates in executing its orders. Commissions
payable by MFC in connection with transactions executed other than on the
Securities Exchange of Thailand are at negotiated rates.

<PAGE>

Certain information regarding the directors and the principal executive
officers of the Thai Adviser is set forth below.

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH MFC PRINCIPAL OCCUPATION
- --------------------------------------- --------------------------- -----------------------------------
<S> <C> <C>
Chavilit Thanachanant Chairman Chairman of The Industrial Finance
Corporation of Thailand.
Anan Panananda Director Deputy Director-General of the
Customs Department of The Ministry
of Finance
Anan Tantixalerm Director Inspector-General of The Ministry of
Finance
Nimnual Sriplung Director Deputy Director-General of The
Government Savings Bank
Surachai Srisomvong Director Assistant Director-General
(Administration) of The Government
Savings Bank
Anothai Tcehamontrikul Director Senior Executive Vice President of
The Industrial Finance Corporation
of Thailand
Yada Prapinmongkolkarn Director Vice-President of the Finance
Department of The Industrial Finance
Corporation of Thailand
Udom Vichayabhai President President of The Mutual Fund Public
Company Limited
</TABLE>

INFORMATION CONCERNING MORGAN STANLEY GROUP INC.

MS Group and various of its directly or indirectly owned subsidiaries,
including Morgan Stanley & Co. Incorporated ("Morgan Stanley & Co."), a
registered broker-dealer and investment adviser, and Morgan Stanley & Co.
International provide a wide range of financial services on a global basis.
Their principal businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring, real estate, project finance and
other corporate finance advisory activities; merchant banking and other
principal investment activities; stock brokerage and research services; asset
management; the trading of foreign exchange and commodities as well as
derivatives on a broad range or asset categories, rates and indices; real
estate advice, financing and investing; and global custody, securities
clearance services and securities lending.

INFORMATION CONCERNING DEAN WITTER, DISCOVER & CO.

Dean Witter Discover is a diversified financial services company offering
a broad range of nationally marketed credit and investment products with a
primary focus on individual customers. Dean Witter Discover has two principal
lines of business: credit services and securities. Its credit services business
consists primarily of the issuance, marketing and servicing of general purpose
credit cards and the provision of transaction processing services, private-
label credit cards services and real estate secured loans. It is the largest
single issuer of general purpose credit cards in the United States as measured
by number of accounts and cardmembers and the third largest originator and
servicer of credit card receivables, as measured by managed loans. Dean Witter
Discover's securities business is conducted primarily through its wholly owned
subsidiaries, Dean Witter Reynolds Inc. ("DWR") and Dean Witter InterCapital
Inc. ("Intercapital"). DWR is a full-service securities firm offering a wide
variety of securities products, with a particular focus on serving the

<PAGE>

investment needs of its individual clients through over 9,100 professional
account executives located in 361 branch offices. DWR is among the largest
members NYSE members and is a member of other major securities, futures and
options exchanges. Intercapital is a registered investment adviser that, along
with its subsidiaries, services investment companies, individual accounts and
institutional portfolios.

THE MERGER

Pursuant to the Merger Agreement, MS Group will be merged (the "Merger")
with and into Dean Witter Discover and the surviving corporation will be named
Morgan Stanley, Dean Witter, Discover & Co. Following the Merger, the Manager
will be a direct subsidiary of Morgan Stanley, Dean Witter, Discover & Co.

Under the terms of the Merger Agreement, each of MS Group's common shares
will be converted into the right to receive 1.65 shares of Morgan Stanley, Dean
Witter, Discover & Co. common stock and each issued and outstanding share of
Dean Witter Discover common stock will remain outstanding and will thereafter
represent one share of Morgan Stanley, Dean Witter, Discover & Co. common
stock. Following the Merger, MS Group's former shareholders will own
approximately 45% and Dean Witter Discover's former shareholders will own
approximately 55% of the outstanding shares of common stock of Morgan Stanley,
Dean Witter, Discover & Co.

The Merger is expected to be consummated in mid-1997 and is subject to
certain closing conditions, including certain regulatory approvals and the
approval of shareholders of both MS Group and Dean Witter Discover.

The Board of Directors of Morgan Stanley, Dean Witter, Discovery & Co.
will consist of fourteen members, two of whom will be MS Group insiders and two
of whom will be Dean Witter Discover insiders. The remaining ten directors will
be independent directors, with MS Group and Dean Witter Discover each
nominating five of the ten. The Chairman and Chief Executive Officer of Morgan
Stanley, Dean Witter, Discovery & Co. will be the current Chairman and Chief
Executive Officer of Dean Witter Discover, Phillip Purcell. The President and
Chief Operating Officer of Morgan Stanley, Dean Witter, Discover & Co. will be
the current President of MS Group, John Mack.

The Manager does not anticipate any reduction in the quality of services
now provided to the Fund and does not expect that the Merger will result in any
material changes in the business of the Manager or in the manner in which the
Manager renders services to the Fund. Nor does the Manager anticipate that the
Merger or any ancillary transactions will have any adverse effect on its
ability to fulfill its obligations under the New Advisory Agreements (defined
below) with the Fund or to operate its business in a manner consistent with
past business practice.

THE ADVISORY AGREEMENTS

In anticipation of the Merger, a majority of the Directors of the Fund
who are not parties to the New Advisory Agreements or interested persons of any
such party ("Disinterested Directors") approved a new investment contract
between the Fund and the Thai Adviser, a new technical assistance and seconding
agreement among the Fund, the Manager and the Thai Adviser (together, the "New
Management Agreements") and a new fund investment agreement between the Fund
and the Manager (the "New Fund Investment Agreement"). The New Management
Agreements and the New Fund Investment Agreement are herein referred to
collectively as the "New Advisory Agreements." The forms of the New Advisory
Agreements are identical to the Fund's Current Advisory Agreements, except for
the dates of execution, effectiveness and termination. The holders of a
majority of the outstanding voting securities (within the meaning of the 1940
Act) of the Fund are being asked to approve the New Advisory Agreements. See
"The New Advisory Agreements" below.

The following is a summary of the Current Advisory Agreements and the New
Advisory Agreements. The description of the New Advisory Agreements is
qualified by reference to Annex A.

<PAGE>

THE CURRENT ADVISORY AGREEMENT. The current investment contract between
the Fund and the Thai Adviser, the current technical assistance and seconding
agreement among the Fund, the Manager and the Thai Adviser (together, the
"Current Management Agreements") and the current Fund investment agreement
between the Fund and the Manager (the "Current Fund Investment Agreement"), all
dated as of February 17, 1988, were last approved by stockholders of the Fund
at a meeting held on May 3, 1989. The Current Management Agreements and the
Current Fund Investment Agreement are herein referred to collectively as the
"Current Advisory Agreements."

Under the Investment Contract, the Thai Adviser manages the acquisition,
holding and disposition of the assets of the Investment Plan, in accordance
with the Fund's investment objective and policies and the supervision of the
Fund's Board of Directors. Under the related Technical Assistance and Seconding
Agreement (the "Seconding Agreement"), MSAM acts as U.S. Adviser to the Fund
and provides staff (the "Seconded Staff") to the Thai Adviser.

Under the Investment Contract together with the Seconding Agreement
(together, the "Current Management Agreements"), the Thai Adviser, through the
Seconded Staff, provides investment advice and, subject to the direction of the
Fund's Board of Directors, makes investment management decisions for the
Investment Plan. Under the Current Management Agreements, such Seconded Staff
receives research information from the Thai Adviser as well as research
information developed by such staff, and the U.S. Adviser provides investment
advice, and, subject to the direction of the Board of Directors, makes
investment management decisions with respect to assets of the Fund held outside
the Investment Plan.

Pursuant to the terms of the Current Management Agreements, the Advisers
supervise the acquisition and disposition of the investments of the Fund held
through the Investment Plan in accordance with the Fund's investment objective
and policies and guidelines and directions from the Fund's Board of Directors.
Under the Investment Contract, the Thai Adviser retains the legal title to all
assets held by the Investment Plan and must hold such assets separate from its
own assets, free and clear of all liens, claims and encumbrances; and the Thai
Adviser is also responsible for keeping all records in connection with the
Investment Plan required by Thai law. Under the Seconding Agreement, the U.S.
Adviser, in addition to providing management services as described above,
maintains or causes to be maintained all books and records required by the 1940
Act to the extent such books and records are not maintained or furnished by the
Fund's custodians or other agents.

Upon termination of the Current Management Agreements, if no successor
management agreement is adopted, the Investment Plan will be liquidated in an
orderly manner. Securities held by the Investment Plan that, due to Thai
foreign ownership limitations, may not be held by a non-Thai national such as
the Fund, will be sold in an orderly manner and the proceeds distributed to the
Fund; securities not so subject may be transferred to the direct ownership of
the Fund or sold, all in accordance with the directions of the Board of
Directors. Upon such termination, liquidation and transfer, the assets of the
Fund will be managed pursuant to the Fund Investment Agreement.

For its services under the Current Management Agreements, the Thai
Adviser is entitled to be paid in Baht, from the assets of the Fund and the
Investment Plan, a monthly fee of {1}/{12} of 0.40% of the first $50 million of
the Fund's average weekly net assets, {1}/{12} of 0.25% of such assets in
excess of $50 million up to and including $100 million and {1}/{12} of 0.20% of
the excess over $100 million of such assets. For its services under the Current
Management Agreements, the U.S. Adviser receives a monthly fee in U.S. Dollars
of {1}/{12} of 0.90% of the first $50 million of the Fund's average weekly net
assets, {1}/{12} of 0.70% of such assets in excess of $50 million up to and
including $100 million and {1}/{12} of 0.50% of the excess over $100 million.
Fees for services provided during less than a full month will be prorated. The
total advisory fees to be paid under the Current Management Agreements are
higher than advisory fees paid by most other U.S. investment companies,
primarily because of the additional time and expense required of the U.S. and
Thai Advisers in pursuing the Fund's objective of investing in Thai securities.
The aggregate fee and any payments for out-of-pocket expenses paid to the Thai
Adviser in the fiscal year ended December 31, 1996 was $[<circle>]. The
aggregate fee paid to the U.S. Adviser in the fiscal year ended December 31,
1996 was $[<circle>]. As of December 31, 1996 the Fund's net assets were valued
at $[<circle>].

<PAGE>

Under the Current Management Agreements, the Advisers pay the salaries
and expenses of those of the Fund's officers and employees, as well as fees and
expenses of those of the Fund's directors, who are also their respective
directors, officers or employees, except that the Fund pays fees of the Fund's
Advisory Council and bears travel expenses of officers and directors of the
Fund who are managing directors, officers or employees of the U.S. or Thai
Adviser to the extent such expenses relate to attendance at meetings of the
Fund's Board of Directors or any Committee thereof.

The Fund pays all of its other expenses, including, among others, the
following expenses with respect to the Fund and the Investment Plan:
organization expenses of the Fund and the Investment Plan (including out-of-
pocket expenses); fees, dues and expenses incurred by the Fund and the
Investment Plan in connection with membership in investment company
organizations; fees and expenses of the Fund's and the Investment Plan's
administrators, custodians, transfer agents and registrars, payment for
portfolio pricing services to a pricing agent, if any; expenses of preparing
share certificates, Units and other expenses, including but not limited to
stamp duties in connection with the issuance, offering, distribution, sale or
underwriting of securities issued by the Fund or the Investment Plan; expenses
of registering or qualifying securities of the Fund for sale; expenses relating
to investor and public relations; freight, insurance and other charges in
connection with the shipment of the Fund's and the Investment Plan's portfolio
securities; brokerage commissions, stamp duties or other costs of acquiring or
disposing of any portfolio securities of the Fund and the Investment Plan;
expenses of maintaining a register of holders of interests in the Fund and the
Investment Plan; expenses of preparing and distributing reports and notices to
the Fund, the Fund's Board of Directors, the Advisory Council, the Fund's
administrators, the U.S. Adviser, the Thai Adviser and the Fund's stockholders
and expenses of communications among such persons (other than by the Fund's
stockholders); expenses of dividends and distributions to the Fund and the
Fund's stockholders; costs of stationery; expenses incurred in preparing and
publishing notices; costs of stockholders' and other meetings; litigation
expenses; legal fees and expenses of U.S. and Thai counsel to the Fund and the
Investment Plan and, if such counsel are retained by the Fund's directors who
are not "interested persons" of the Investment Plan or the Fund, of such
counsel; fees and expenses of independent accountants of the Fund and the
Investment Plan; and expenses relating to the Fund's dividend reinvestment and
cash purchase plan.

The Advisory Sections of the Investment Contract will automatically
terminate in the event of (a) its assignment (as defined under the 1940 Act),
(b) termination of the Seconding Agreement or (c) suspension or revocation of
the Thai Adviser's license or status to act as adviser to the Fund or the
Unitholder (as defined in the Investment Contract) under U.S. or Thai law. Upon
termination of the Advisory Sections alone, the Fund, in accordance with U.S.
and Thai law, will, if possible, provide for a successor manager to execute an
agreement in substance similar to the Advisory Sections of the Investment
Contract and to the Seconding Agreement, with any changes that the parties
thereto agree upon.

The non-Advisory Sections of the Investment Contract continue until
December 25, 2012 unless terminated earlier. The Investment Contract, including
both the Advisory and non-Advisory Sections thereof, will terminate if
(a) there is any transfer, assignment or other disposition of the Fund's
interest in the Investment Plan or the delivery of a Unit to any person other
than the Fund; (b) the Thai Adviser notifies the Fund and the Thai custodian
that due to a change in Thai law, further operation of the Investment Plan in
accordance with the Investment Contract is, in the opinion of the Thai Adviser,
illegal or infeasible having regard solely to the interest of the Fund; (c) the
occurrence of certain calamities; (d) termination of the Thai custodian
pursuant to the Thai Custody Agreement if no successor custodian is appointed;
(e) termination of the Advisory Sections if no successor manager is appointed;
and (f) in the event of bankruptcy of the Fund or the Thai Adviser. Upon
termination of the Investment Contract, the Investment Plan will be liquidated
by a liquidator appointed by the Thai Adviser acting upon the instructions of
the Board of Directors of the Fund, and the assets of the Fund will be managed
pursuant to the Fund Investment Agreement.

The Seconding Agreement continues in effect from year to year provided
such continuance is specifically approved at least annually by (a) a vote of a
majority of those members of the Board of Directors who are neither parties to
the Seconding Agreement nor interested persons of the U.S. Adviser, the Thai
Adviser or the Fund, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by vote of a majority of either the Fund's
Board of Directors or the Fund's outstanding voting securities. The Seconding
Agreement may be terminated at any time without payment of any penalty by the

<PAGE>

Fund or by the U.S. Adviser upon 60 days' written notice. The Seconding
Agreement will automatically terminate (a) in the event of its assignment, as
defined under the 1940 Act, or (b) upon termination of the Investment Contract.

The Current Management Agreements provide that the U.S. and Thai Advisers
are not liable for any act or omission, error of judgment or mistake of law, or
for any loss suffered by the Fund in connection with matters to which the
Current Management Agreements relate, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of such Advisers in the
performance of their respective duties, or from reckless disregard by such
Advisers of their respective obligations or duties under the Current Management
Agreements. The Fund has been advised by Thai counsel that judgments rendered
by non-Thai courts are not enforceable PER SE in Thailand, but may be
introduced as evidence in a separate action in a Thai court.

Under the Current Management Agreements, the U.S. and Thai Advisers are
permitted to provide investment advisory services to other clients, including
clients who may invest in Thai securities, and, in providing such services, may
use non-confidential information furnished by the other Adviser. Conversely,
information furnished by others to the U.S. and Thai Advisers in the course of
providing services to clients other than the Fund may be useful to the U.S. and
Thai Advisers in providing services to the Fund.

Under the Current Fund Investment Agreement, the U.S. Adviser will manage
the assets of the Fund upon termination of the Current Management Agreements if
no successor agreements are entered into.

For its services under the Fund Investment Agreement, the U.S. Adviser
will be entitled to be paid, beginning on the date of termination of the
Management Agreements, from the assets of the Fund, a monthly fee of {1}/{12}
of 0.90% of the first $50 million of the Fund's average weekly net assets,
{1}/{12} of 0.70% of such assets in excess of $50 million up and including $100
million and {1}/{12} of 0.50% of the excess over $100 million of such assets.
Fees for services provided during less than a full month will be prorated.

Under the Current Fund Investment Agreement, the Fund will pay all of its
other expenses, including the following expenses with respect to the Fund:
organization expenses of the Fund (including out-of-pocket expenses); fees,
dues and expenses incurred by the Fund in connection with membership in
investment company organizations; fees and expenses of the Fund's
administrators, custodians, transfer agents and registrars; payment for
portfolio pricing services to a pricing agent, if any; expenses of preparing
share and other certificates of the Fund, and other expenses, including but not
limited to stamp duties in connection with the issuance, offering,
distribution, sale or underwriting of securities issued by the Fund; expenses
of registering or qualifying securities of the fund for sale; expenses relating
to investor and public relations; freight, insurance and other charges in
connection with the shipment of the Fund's portfolio securities; brokerage
commissions, stamp duties or other costs of acquiring or disposing of any
portfolio securities of the Fund; expenses of preparing and distributing
reports and notices to the Fund, the Fund's Board of Directors, the Fund's
administrators, the U.S. Adviser and the Fund's stockholders and expenses of
communications among such persons (other than by the Fund's stockholders);
expenses of dividends and distributions to the Fund and the Fund's
stockholders; costs of stationery; expenses incurred in preparing and
publishing notices; costs of stockholders' and other meetings; litigation
expenses; legal fees and expenses of U.S. and Thai counsel to the Fund and, if
such counsel are retained by the Fund's directors who are not "interested
persons" of the Fund, of such counsel; fees and expenses of independent
accountants of the Fund; and expenses relating to the Fund's dividend
reinvestment and cash purchase plan.

Under the Current Advisory Agreements, the Thai Adviser places orders for
Thai securities to be held through the Investment Plan, and the U.S. Adviser
places orders for securities to be held directly by the Fund. Transactions
placed on the Securities Exchange of Thailand by the Thai Adviser are subject
to the commission rates of 0.3% and 0.06% for equity and debt securities,
respectively, available to the Thai Adviser.

The primary objective of the U.S. and Thai Advisers in choosing brokers
for the purchase and sale of securities for the portfolio is to obtain the most
favorable net results taking into account such factors as price, commission,
size of order, difficulty of execution and degree of skill required of the
broker/dealer. The capability and financial condition of the broker may also be
criteria for the choice of that broker. The placing and execution of orders for

<PAGE>

the Fund is also subject to restrictions under U.S. securities laws, including
certain prohibitions against trading among the Fund and its affiliates
(including the U.S. and Thai Advisers and their affiliates).

The Fund may place brokerage transactions through brokers who provide
investment research services to the Thai or U.S. Adviser, including market and
statistical information and quotations for portfolio evaluation purposes. The
terms "investment research" and "market and statistical information and
quotations" include advice as to the value of securities, the advisability of
investing in, purchasing or selling securities and the availability of
securities and potential buyers or sellers of securities, as well as the
furnishing of analyses and reports concerning issuers, industries, securities,
economic factors and trends and portfolio strategy, each and all as consistent
with those services mentioned in Section 28(e) of the Securities Exchange Act
of 1934.

Research provided to the U.S. or Thai Adviser in advising the Fund is in
addition to, and not in lieu of, the services required to be performed by such
Adviser itself, and neither Adviser's fee will be reduced as a result of the
receipt of such supplemental information. It is the opinion of the management
of the Fund that such information is only supplementary to each Adviser's own
research effort since the information must still be analyzed, weighed and
reviewed by such Adviser's staff. Such information may be useful to the U.S. or
Thai Adviser in providing services to clients other than the Fund, and not all
such information will necessarily be used by the U.S. or Thai Adviser in
connection with the Fund. Conversely, information provided to the U.S. or Thai
Adviser by brokers and dealers through whom other clients of such Adviser
effect securities transactions may prove useful to such Adviser in providing
services to the Fund.

When consistent with the policies of best execution, brokerage
transactions may be effected through the U.S. or Thai Adviser or affiliates
thereof.

Brokerage commissions paid by the Fund in the fiscal year ended
December 31, 1996 were $[<circle>], of which none was paid to any affiliates of
the U.S. or Thai Adviser. None of the Fund's aggregate brokerage commissions
was paid to affiliates in the fiscal year ended December 31, 1996. None of the
Fund's aggregate dollar amount of transactions involving the payment of
commissions was effected through affiliates in the same period.

THE NEW ADVISORY AGREEMENTS. The Board approved the proposed new advisory
agreements on March 13, 1997, the forms of which are attached as Annex A (the
"New Advisory Agreements"). The forms of the proposed New Advisory Agreements
are substantially identical to the Current Advisory Agreements, except for
their dates of execution.

The investment advisory fee as a percentage of net assets payable by the
Fund to the U.S. and Thai Advisers will be the same under the New Advisory
Agreements as under the Current Advisory Agreements. If the investment advisory
fee under the New Advisory Agreements had been in effect for the Fund's most
recently completed fiscal year, advisory fees paid to the U.S. and Thai
Advisers by the Fund would have been identical to those paid under the Current
Advisory Agreements.

The Board of the Fund held a meeting on March 13, 1997, at which meeting
the Directors, including the Disinterested Directors, unanimously approved the
New Advisory Agreements for the Fund and recommended the Agreement for approval
by the stockholders of the Fund. The New Advisory Agreements would take effect
upon the later to occur of (i) the obtaining of stockholder approval or (ii)
the closing of the Merger. The New Advisory Agreements will continue in effect
for an initial two year term and thereafter for successive annual periods as
long as such continuance is approved in accordance with the 1940 Act.

In evaluating the New Advisory Agreements, the Board took into account
that the Fund's Current Advisory Agreements and its New Advisory Agreements,
including their terms relating to the services to be provided thereunder by the
U.S. and Thai Advisers and the fees and expenses payable by the Fund, are
substantially identical, except for their dates of execution. The Board also
considered other possible benefits to the Manager and Morgan Stanley, Dean
Witter, Discover & Co. that may result from the Merger including the continued
use of Morgan Stanley & Co. and Dean Witter Discover brokers and its
affiliates, to the extent permitted by law, for brokerage services.

<PAGE>

The Board also examined the terms of the Merger Agreement and the
possible effects of the Merger upon the Manager's organization and upon the
ability of the Manager to provide advisory services to the Fund. The Board also
considered the skills and capabilities of the Manager. In this regard, the
Board was informed of the resources of Morgan Stanley, Dean Witter, Discover &
Co. to be made available to the Manager.

The Board also weighed the effect on the Fund of the Manager becoming an
affiliated person of Morgan Stanley, Dean Witter, Discover & Co. Following the
Merger, the 1940 Act will prohibit or impose certain conditions on the ability
of the Fund to engage in certain transactions with Morgan Stanley, Dean Witter,
Discover & Co. and its affiliates. For example, absent exemptive relief the
Fund will be prohibited from purchasing securities from Morgan Stanley & Co.
and DWR in transactions in which Morgan Stanley & Co. and/or DWR act as
principal. Currently the Fund is prohibited from making such purchases in only
those transactions in which Morgan Stanley & Co. or an affiliate acts as
principal. The Fund will also have to satisfy certain conditions in order to
engage in securities transactions in which Morgan Stanley & Co. or DWR is
acting as an underwriter. The Fund is already required to satisfy such
conditions when engaging in transactions in which Morgan Stanley & Co. or an
affiliate is acting as an underwriter. In this connection, management of the
Manager represented to the Board that they do not believe these prohibitions or
conditions will have a material effect on the management or performance of the
Fund.

After consideration of the above factors and such other factors and
information that the Board deemed relevant, the Directors, and the
Disinterested Directors voting separately, unanimously approved the New
Advisory Agreements and voted to recommend their approval to the stockholders
of the Fund.

In the event that stockholders of the Fund do not approve some or all of
the New Advisory Agreements, the respective current agreements will remain in
effect and the Board will take such action as it deems in the best interest of
the Fund and its stockholders, which may include proposing that stockholders
approve agreements in lieu of the New Advisory Agreements. In the event the
Merger is not consummated, the U.S. and Thai Advisers would continue to serve
in their respective capacities to the Fund pursuant to the terms of the Current
Advisory Agreements.

STOCKHOLDER APPROVAL

To become effective, the New Advisory Agreements must be approved by a
vote of a majority of the outstanding voting securities of the Fund. The "vote
of a majority of the outstanding voting securities" is defined under the 1940
Act as the lesser of the vote of (i) 67% or more of the shares of the Fund
entitled to vote thereon present at the Meeting if the holders of more than 50%
of such outstanding shares of the Fund are present in person or represented by
proxy, or (ii) more than 50% of such outstanding shares of the Fund entitled to
vote thereon. The New Advisory Agreements were unanimously approved by the
Board after consideration of all factors which they determined to be relevant
to their deliberations, including those discussed above. The Board also
unanimously determined to submit the New Advisory Agreements for consideration
by the stockholders of the Fund.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR"
APPROVAL OF THE NEW MANAGEMENT AGREEMENTS AND "FOR" THE APPROVAL OF THE NEW
FUND INVESTMENT AGREEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the Fund's management, the following person owned
beneficially more than 5% of the Fund's outstanding shares at March [<circle>],
1997:

<PAGE>

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -------------------------------------------------------- -------------------------------- ----------------
<S> <C> <C>
Franklin Resources, Inc.** 776,141* 6.4%
777 Mariners Island Blvd.
San Mateo, California 94404

Charles B. Johnson** 776,141* 6.4%
777 Mariners Island Blvd.
San Mateo, California 94404

Rupert H. Johnson, Jr.** 776,141* 6.4%
777 Mariners Island Blvd.
San Mateo, California 94404
- --------------------
* The Shares are beneficially owned by one or more open or closed-end investment companies or other
managed accounts which are advised by direct and indirect investment advisory subsidiaries of Franklin
Resources, Inc. Such advisory contracts grant to such Adviser Subsidiaries all voting and investment
power over the securities owned by such advisory clients. These subsidiaries are Templeton Investment
Counsel, Inc. ("TICI")(571,888 shares); accounts advised by TICI under sub-adviser agreements (165,722
shares); and Templeton Global Advisors Limited (38,531 shares).
** Based on a Schedule 13G filed with the Commission on February 13, 1997. As reported in such Schedule
13G, Messrs. Charles B. Johnson and Rupert H. Johnson, Jr. are principal shareholders of Franklin
Resources, Inc.
</TABLE>

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 FOR 1998 ANNUAL MEETING

A stockholders' proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1998 must be received by the Fund on or before
November 27, 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: March [<circle>], 1997

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.

<PAGE>
ANNEX B

The following table indicates the size of each U.S. investment company
advised or sub-advised by the Manager, the amount of advisory fees or sub-
advisory fees paid to the Manager for the last fiscal year of such investment
company, the amount of other material fees paid to the Manager for such fiscal
year and the advisory fee rate. Average net assets are calculated on a daily
basis for open-end funds and on a weekly basis for closed-end funds.

<TABLE>
<CAPTION>
INVESTMENT COMPANY Net Assets as of Aggregate amount of Amount of Other Asset Management Fee as
FEBRUARY 28, 1997 Advisory / Material Payments to Percent
Subadvisory the Manager for of Average Net Assets
Fee for Last THE LAST FISCAL YEAR (ANNUAL RATE OF MSAM'S
FISCAL YEAR COMPENSATION)
<S> <C> <C> <C> <C>
Morgan Stanley Institutional Fund,
Inc. (1)
- -Active Country Allocation Portfolio $ 187,031,777 $ 1,168,571 $0 0.65% of average daily net
assets
- -Aggressive Equity Portfolio 121,791,751 400,006 0 0.80% of average daily net
assets
- -Asian Equity Portfolio 365,212,440 3,378,056 0 0.80% of average daily net
assets
- -Balanced Portfolio 7,573,877 74,832 0 0.50% of average daily net
assets
- -China Growth Portfolio (2) 0 0 0 1.00% of average daily net
assets
- -Emerging Growth Portfolio 82,677,378 1,024,956 0 1.00% of average daily net
assets
- -Emerging Markets Debt Portfolio 162,883,938 1,887,155 0 1.00% of average daily net
assets
- -Emerging Markets Portfolio 1,557,680,866 15,367,651 0 1.25% of average daily net
assets
- -Equity Growth Portfolio 467,132,622 1,192,888 0 0.60% of average daily net
assets
- -European Equity Portfolio 215,681,709 1,034,869 0 1.00% of average daily net
assets
- -Fixed Income Portfolio 122,195,042 559,304 0 0.35% of average daily net
assets
- -Global Equity Portfolio 87,115,900 630,346 0 0.80% of average daily net
assets
- -Global Fixed Income Portfolio 116,017,909 437,198 0 0.40% of average daily net
assets
- -Gold Portfolio(3) 38,303,227 274,000 0 1.00% of average daily net
assets
- -Growth and Income Fund (2) 0 0 0 0.75% of average daily net
assets
- -High Yield Portfolio 123,820,445 438,512 0 0.50% of average daily net
assets
- -International Equity Portfolio 2,412,774,091 15,860,657 0 0.80% of average daily net
assets
- -International Magnum Portfolio 124,710,803 381,756 0 0.80% of average daily net
assets
- -International Small Cap Portfolio 239,291,131 2,092,097 0 0.95% of average daily net
assets
- -Japanese Equity Portfolio 156,667,861 1,642,268 0 0.80% of average daily net
assets
- -Latin American Portfolio 55,950,497 287,055 0 1.10% of average daily net
assets
- -Money Market Portfolio 1,278,773,524 3,343,176 0 0.30% of average daily net
assets
- -Mortgaged-Backed Securities 0 0 0 0.30% of average daily net
Portfolio (2) assets
- -Municipal Bond Portfolio 43,819,386 134,963 0 0.30% of average daily net
assets
- -Municipal Money Market Portfolio 721,197,094 1,932,187 0 0.30% of average daily net
assets
- -Small Cap Value Equity Portfolio 29,921,023 345,122 0 0.85% of average daily net
assets
- -Technology Portfolio(4) 5,504,680 12,699 0 1.00% of average daily net
assets
- -U.S. Real Estate Portfolio 246,501,294 1,017,980 0 0.80% of average daily net
assets
- -Value Equity Portfolio 109,811,808 655,516 0 0.50% of average daily net
assets
Morgan Stanley Fund, Inc. (5)
- -American Value Fund 54,190,478 363,998 0 0.85% of average daily net
assets
- -Aggressive Equity Fund 30,105,256 31,323 0 0.90% of average daily net
assets
- -Asian Growth Fund 394,810,098 3,762,252 0 1.00% of average daily net
assets
- -Emerging Markets Fund 174,767,303 1,081,943 0 1.25% of average daily net
assets
- -Global Equity Allocation Fund 161,349,524 1,047,751 0 1.00% of average daily net
assets
- -Global Fixed Income Fund 9,525,078 121,568 0 0.75% of average daily net
assets
- -Government Obligations Money Market 122,965,353 0 0 0.45% of the first $250
(6) million
0.40% of the next $250
million
0.35% of the excess over
$500 million
- -High Yield Fund 16,444,430 12,710 0 0.75% of average daily net
assets
- -Japanese Equity Fund (2) 0 0 0 1.00% of average daily net
assets
- -International Magnum Fund 24,529,959 0 0 1.00% of average daily net
assets
- -Latin America Fund 53,413,053 218,502 0 1.25% of average daily net
assets
- -Money Market Fund (6) 153,358,157 0 0 0.45% of the first $250
million
0.40% of the next $250
million
0.35% of the excess over
$500 million
- -U.S. Real Estate Fund 21,362,116 8,641 0 1.00% of average daily net
asset
- -Worldwide High Income Fund 164,403,651 527,214 0 0.75% of average daily net
assets
Morgan Stanley Universal Funds, Inc.
- -Asian Equity (7) 0 0 0 0.80% of the first $500
million
0.75% of the next $500
million
0.70% of the excess over $1
billion
- -Balanced (2) 0 0 0 0.50% of the first $500
million
0.45% of the next $500
million
0.40% of the excess over $1
billion
- -Core Equity (2) 0 0 0 0.55% of the first $500
million
0.50% of the next $500
million
0.45% of the excess over $1
billion
- -Emerging Markets Debt (2) 0 0 0 0.75% of the first $500
million
0.70% of the next $500
million
0.65% of the excess over $1
billion
- -Emerging Markets Equity 15,607,752 32,000 0 1.25% of the first $500
million
1.20% of the next $500
million
1.15% of the excess over $1
billion
- -Fixed Income (8) 8,126,150 0 0 0.40% of the first $500
million
0.35% of the next $500
million
0.30% of the excess over $1
billion
- -Global Equity (8) 5,225,659 0 0 0.80% of the first $500
million
0.75% of the next $500
million
0.70% of the excess over $1
billion
- -Growth (8) 2,843,221 0 0 0.55% of the first $500
million
0.50% of the next $500
million
0.45% of the excess over $1
billion
- -High Yield (8) 8,228,296 0 0 0.50% of the first $500
million
0.45% of the next $500
million
0.40% of the excess over $1
billion
- -International Fixed Income (2) 0 0 0 0.50% of the first $500
million
0.45% of the next $500
million
0.40% of the excess over $1
billion
- -International Magnum (8) 10,283,605 0 0 0.80% of the first $500
million
0.75% of the next $500
million
0.70% of the excess over $1
billion
- -Mid-Cap Growth (2) 0 0 0 0.75% of the first $500
million
0.70% of the next $500
million
0.65% of the excess over $1
billion
- -Mid-Cap Value (8) 3,126,150 0 0 0.75% of the first $500
million
0.70% of the next $500
million
0.65% of the excess over $1
billion
- -Money Market (2) 0 0 0 0.30% of the first $500
million
0.25% of the next $500
million
0.20% of the excess over $1
billion
- -Multi-Asset Class (2) 0 0 0 0.65% of the first $500
million
0.60% of the next $500
million
0.55% of the excess over $1
billion
- -U.S. Real Estate (7) 0 0 0 0.80% of the first $500
million
0.75% of the next $500
million
0.70% of the excess over $1
billion
- -Value (8) 3,167,098 0 0 0.55% of the first $500
million
0.50% of the next $500
million
0.45% of the excess over $1
billion
The Brazilian Investment Fund, Inc. 58,816,028 425,000 0 0.90% of the first 50
million
0.70% of the next 50 million
0.50% of the excess over 100
million
The Latin American Discovery Fund, 204,346,643 1,899,000 0 1.15% of average weekly net
Inc. assets
The Malaysia Fund, Inc. 192,501,967 1,330,000 0 0.90% of the first 50
million
0.70% of the next 50 million
0.50% of the excess over 100
million
Morgan Stanley Africa Investment 310,803,693 3,106,000 0 1.20% of average weekly net
Fund,Inc. assets
Morgan Stanley Asia-Pacific Fund, 854,649,586 8,796,000 0 1.00% of average weekly net
Inc.. assets
Morgan Stanley Emerging Markets Debt 321,966,172 3,125,000 0 1.00% of average weekly net
Fund, Inc. assets
Morgan Stanley Emerging Markets 407,981,941 4,713,000 0 1.25% of average weekly net
Fund, Inc. assets
Morgan Stanley Global Opportunity 65,384,292 585,000 0 1.00% of average weekly net
Bond Fund, Inc. assets
Morgan Stanley High Yield Fund, Inc. 129,972,796 842,000 0 0.70% of average weekly net
assets
Morgan Stanley India Investment 341,625,451 3,812,000 0 1.10% of average weekly net
Fund, Inc. assets
Morgan Stanley Russia & New Europe 142,333,723 400,000 0 1.60% of average weekly net
Fund, Inc. assets
The Pakistan Investment Fund, Inc. 67,931,758 743,000 0 1.00% of average weekly net
assets
The Thai Fund, Inc. 183,531,329 1,812,000 0 0.90% of the first 50
million
0.70% of the next 50 million
0.50% of the excess over 100
million
The Turkish Investment Fund, Inc. 51,846,955 359,000 0 0.95% of the first 50
million
0.75% of the next 50 million
0.55% of the excess over 100
million

(1) Includes Class A and Class B shares.
(2) Currently Inactive.
(3) Management fee includes a 0.40% sub-advisory fee payable by the Manager.
(4) Commenced operations March 16, 1996.
(5) Includes Class A, Class B and Class C shares. Fiscal year end June 30, 1996.
(6) Formerly, a portfolio of PCS Cash Fund, which was merged with and into Morgan Stanley Fund, Inc. on September 27, 1996.
(7) Commenced operations March 3, 1997.
(8) Commenced operations January 2, 1997.
</TABLE>

<PAGE>
PROXY

THE THAI FUND, INC.

C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints WARREN J. OLSEN,
MICHAEL F. KLEIN, 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 March 24, 1997 at the
Annual Meeting of Stockholders to be held on April 30, 1997, 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 March [27], 1997.

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.)
SEE REVERSE SIDE

<PAGE>
[X] Please mark your votes as in this sample.

1. Election of the following nominees as Directors:

FOR WITHHELD

[ ] [ ] Class II Nominees:
John W. Croghan, and Graham E. Jones

______________________________________
For all nominees except as noted above

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]

2. Ratification of the selection of Price Waterhouse LLP as independent
accountants.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. Approval of the Investment Contract between the Fund and The Mutual
Fund Public Company Limited and the Technical Assistance and Seconding
Agreement among the Fund, Morgan Stanley Asset Management Inc. and The
Mutual Fund Public Company Limited.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

4. Approval of the Fund Investment Agreement between the Fund and Morgan
Stanley Asset Management Inc.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

5. In the discretion of such proxies, upon any and all other business as
may properly come before the Meeting or any adjournment thereof.

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 THE ELECTION OF THE TWO CLASS II NOMINEES AND IN FAVOR OF
PROPOSAL NO. 2, PROPOSAL NO. 3 AND PROPOSAL NO. 4

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT
TENANTS, EACH JOINT TENANT SHOULD SIGN.

SIGNATURES(S)___________________________________ DATE _______________,
1997

When signing as attorney, executor, administrator, trustee, guardian or
custodian, please sign full title as such. If a corporation, please sign
full corporate name by authorized officer and indicate the signer's office.

If a partnership, please sign in partnership name. PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.