UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
The Thai Fund, Inc.
(Name of Issuer)Common Stock, par value $.01 per share
(Title of Class of Securities)
882904105
(CUSIP Number)
Barry M. Olliff
c/o City of London Investment Management Company Limited
77 Gracechurch Street, London, UK EC3V 0AS
+44 207 711 0771
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 23, 2011
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box o.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS City of London Investment Group PLC, (CLIG) a company incorporated under the laws of England and Wales. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS* OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 5,560,124 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 5,560,124 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,560,124 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.8% | ||
14 | TYPE OF REPORTING PERSON* HC | ||
1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS City of London Investment Management Company Limited (CLIM), a company incorporated under the laws of England and Wales. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS* WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 5,560,124 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 5,560,124 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,560,124 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.8% | ||
14 | TYPE OF REPORTING PERSON* IA | ||
Item 1(a). Name of Issuer:
The Thai Fund, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
The principal executive offices of the Fund are located at:
The Thai Fund, Inc.
c/o Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036
Item 2. Identity and Background.
(a). This statement is being filed by City of London Investment Group PLC (“CLIG”) and City of London Investment Management Company Limited (“CLIM,” and together with CLIG, the “Reporting Persons”).
(b). The business address and principal executive offices of CLIG are 77 Gracechurch Street London, EC3V 0AS England. The directors and executive officers of CLIG, their business addresses and present principal occupation or employment are set forth on Annex A attached to this Schedule 13D. The business address and principal executive offices of CLIM are 77 Gracechurch Street London, EC3V 0AS England. The directors and executive officers of CLIM, their business addresses and present principal occupation or employment are set forth on Annex A attached.
(c). The principal business of CLIG is serving as the parent holding company for the City of London group of companies, including CLIM. CLIM is an emerging markets fund manager, which specializes in investing in closed-end investment companies and is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. CLIM is controlled by CLIG. CLIM is principally engaged in the business of providing investment advisory services to various public and private investment funds, including the Emerging (BMI) Markets Country Fund (“BMI”), a private investment fund organized as a Delaware business trust, The Emerging World Fund (“EWF”), a Dublin, Ireland-listed open-ended investment company, Emerging Free Markets Country Fund (“FREE”), a private investment fund organized as a Delaware business trust, Frontier Emerging Markets Fund (“FRONT”), a private investment fund organized as a Delaware business trust, Global Absolute Return Fund (GARF”), a private investment fund organized as a Delaware business trust, Emerging Markets Country Fund (“GEM”), a private investment fund organized as a Delaware business trust, GFM (Institutional) Emerging Markets Country Fund (“GFM”), an open-ended fund organized under the laws of the Province of Ontario, International Equity CEF Fund (“IECF”), a private investment fund organized as a Delaware business trust, Investable Emerging Markets Country Fund (“IEM”), a private investment fund organized as a Delaware business trust, The EM Plus CEF Fund (“PLUS”), a private investment fund organized as a Delaware business trust, Tradex Global Equity Fund (“TDX”), an Ontario mutual fund, and unaffiliated third-party segregated accounts over which CLIM exercises discretionary voting and investment authority (the “Segregated Accounts”). BMI, EWF, FREE, FRONT, GARF, GEM, GFM, IECF, IEM, PLUS, and TDX are collectively referred to herein as the “City of London Funds.”
The Shares to which this Schedule 13D relates are owned directly by the City of London Funds and the Segregated Accounts.
(d). None of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding.
(e). None of the Reporting Persons has, during the last five years, been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it or he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f). City of London Investment Group PLC, (CLIG) and City of London Investment Management Company Limited (CLIM) are companies incorporated under the laws of England and Wales.
Item 3. Source and Amount of Funds or Other Considerations.
Beneficial ownership of the Shares to which this statement relates was acquired by the Reporting Persons with invested capital of the City of London Funds and the Segregated Accounts. The aggregate purchase price of the 5,560,124 Shares beneficially owned by the Reporting Persons was $54,290,437, inclusive of brokerage commissions. The aggregate purchase price of the 475,723 Shares owned directly by BMI was $5,287,656, inclusive of brokerage commissions. The aggregate purchase price of the 476,185 Shares owned directly by EWF was $4,658,685, inclusive of brokerage commissions. The aggregate purchase price of the 476,605 Shares owned directly by FREE was $4,252,873, inclusive of brokerage commissions. The aggregate purchase price of the 476,623 Shares owned directly by GEM was $4,301,221, inclusive of brokerage commissions. The aggregate purchase price of the 4,780 Shares owned directly by GFM was $36,638, inclusive of brokerage commissions. The aggregate purchase price of the 476,460 Shares owned directly by IEM was $5,152,502, inclusive of brokerage commissions. The aggregate purchase price of the 81,610 Shares owned directly by PLUS was $684,213, inclusive of brokerage commissions. The aggregate purchase price of the 3,092,138 Shares owned directly by the Segregated Accounts was $29,916,646, inclusive of brokerage commissions.
Item 4. Purpose of Transaction.
The Reporting Persons currently intend to propose termination of the existing Investment Advisory Agreement for The Thai Fund, Inc. via a Stockholder's Proposal to be included in the Fund's proxy statement and Proxy Card relating to the Fund's Annual Meeting of Stockholders in 2012. The Reporting Persons intend to submit their proposal on or before January 20, 2012.
Item 5. Interests in Securities of the Issuer.
| (a) | and (b). As of the date hereof, CLIG, through its control of CLIM, and CLIM, in its capacity as investment adviser to the City of London Funds and the Segregated Accounts, have voting and dispositive power with respect to all 5,560,124 Shares owned directly by the City of London Funds and the Segregated Accounts, representing approximately 36.8% of the 15.096 million Shares outstanding as of June 30, 2011, as reported by the Fund. As of the date hereof, BMI, EWF, FREE, GEM, GFM, IEM, PLUS and the Segregated Accounts owned directly 475,723; 476,185; 476,605; 476,623; 4,780; 476,460; 81,610 and 3,092,138 Shares, respectively, representing approximately 3.15%, 3.15%, 3.16%, 3.16%, 0.03%, 3.16%, 0.54% and 20.48%, respectively, of the 15.096 million Shares outstanding as of June 30, 2011. |
The resulting ownership in excess of 3% of the outstanding voting shares of the Fund by BMI, FREE, GEM, and IEM, respectively, resulted from a share buy-back program instituted by the Fund which had the effect of reducing the total amount of the Fund's voting shares outstanding, and not as a result of a direct purchase or acquisition of Fund shares by BMI, FREE, GEM, and IEM.
Such ownership in excess of 3% of the Fund's shares by BMI, FREE, GEM, and IEM is therefore specifically exempted from Section 12(d)(1)(A) of the Investment Company Act of 1940.
| (c). | Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past 60 days is set forth below: |
| Portfolio | Tran Type | Trade Date | Par Value / Shares | Trade Price |
NONE
| (d). | Other than disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Shares. |
| (e). | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Fund including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Fund, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
See Letter dated September 23, 2011 attached hereto as Exhibit A.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
September 26, 2011
CITY OF LONDON INVESTMENT GROUP PLC
/ s / Barry M. Olliff
Name: Barry M. Olliff
Title: Director
CITY OF LONDON INVESTMENT
MANAGEMENT COMPANY LIMITED
/ s / Barry M. Olliff
Name: Barry M. Olliff
Title: Director
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS
The names of the directors and executive officers of CLIG and their business addresses and present principal occupation or employment are set forth below. If no business address is given, the business address of such director or executive officer is c/o City of London Investment Group PLC, 77 Gracechurch Street, London EC3V 0AS, England.
| Andrew Davison | Non-Executive Chairman |
| Barry Olliff | Chief Executive Officer |
| Douglas Allison | Finance Director |
| David Cardale | Non-Executive Director |
| George Robb | Non-Executive Director |
| Allan Bufferd | Non-Executive Director |
| Rian Dartnell | Non-Executive Director |
| Carlos Yuste | Business Development Director |
| Thomas Griffith | Chief Operating Officer |
The names of the directors and executive officers of CLIM and their business addresses and present principal occupation or employment are set forth below. If no business address is given, the business address of such director or executive officer is c/o City of London Investment Management Limited, 77 Gracechurch Street, London EC3V 0AS, England.
| David Cardale | Non-Executive Chairman |
| Barry Olliff | Chief Executive Officer / Chief Investment Officer |
| Douglas Allison | Finance Director |
| Thomas Griffith | Director |
| Carlos Yuste | Director |
Exhibit A
September 23, 2011
Mr. Michael E. Nugent
Chairman, The Thai Fund, Inc.
c/o Triumph Capital, L.P.
445 Park Avenue
New York, NY 10022
Dear Mr. Nugent,
As we have said in the past, City of London Investment Management Company Limited is a long-term participant in the closed-end fund industry, with a specific focus on those funds investing in emerging markets. On behalf of our clients, as of the most recent public filings, we hold shares valued in the aggregate at approximately $275 million in various Morgan Stanley closed-end funds for which you serve as Chairman. On behalf of our clients, and again as of the most recent public filings, we hold shares valued at $71 million in The Thai Fund, Inc. (the “Fund”).
We are writing to inform you that currently we intend to propose termination of the existing Investment Advisory Agreement for The Thai Fund, Inc. via a Stockholder's Proposal to be included in the Fund's proxy statement and Proxy Card relating to the Fund's Annual Meeting of Stockholders in 2012. We intend to submit our proposal on or before January 20, 2012.
I would point out that, as per Bloomberg, the Fund’s share price was $12.15 at the market close today, while the Fund’s NAV was $14.63, for a discount of 16.95%. I would also draw your attention to recent events in other closed-end funds, specifically The Ibero-America Fund, Inc., The Singapore Fund, Inc., and Taiwan Greater China Fund, Inc.
Please let me know if you have any concerns regarding this matter.
Sincerely,
Jeremy Bannister
Director, Corporate Governance
City of London Investment Management Company Limited
