N-CSR 1 a14-3126_3ncsr.htm N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-05348

 

Morgan Stanley Thai Fund, Inc.

(Exact name of registrant as specified in charter)

 

522 Fifth Avenue, New York, New York

 

10036

(Address of principal executive offices)

 

(Zip code)

 

John H. Gernon

522 Fifth Avenue, New York, New York 10036

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

201-830-8894

 

 

Date of fiscal year end:

December 31, 2013

 

 

Date of reporting period:

December 31, 2013

 

 



 

Item 1 - Report to Shareholders

 



The Thai Fund, Inc.

Directors

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Officers

Michael E. Nugent

Chairperson of the Board

John H. Gernon

President and Principal
Executive Officer

Stefanie V. Chang Yu

Chief Compliance Officer

Joseph C. Benedetti

Vice President

Francis J. Smith

Treasurer and Principal
Financial Officer

Mary E. Mullin

Secretary

Adviser and Administrator

Morgan Stanley Investment Management Inc.

522 Fifth Avenue

New York, New York 10036

Sub-Adviser

Morgan Stanley Investment Management Company

23 Church Street

16-01 Capital Square, Singapore 049481

Thai Adviser

MFC Asset Management Public Company Limited

199 Column Tower, Ground Floor

Ratchadaphisek Road, Klongtoey District

Bangkok, Thailand 10110

Custodian

State Street Bank and Trust Company

One Lincoln Street

Boston, Massachusetts 02111

Stockholder Servicing Agent

Computershare Trust Company, N.A.

211 Quality Circle, Suite 210

College Station, Texas 77845

Legal Counsel

Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Independent Registered Public Accounting Firm

Ernst & Young LLP

200 Clarendon Street

Boston, Massachusetts 02116

For additional Fund information, including the Fund's net asset value per share and information regarding the investments comprising the Fund's portfolio, please call toll free 1 (800) 231-2608 or visit our website at www.morganstanley.com/im. All investments involve risks, including the possible loss of principal.

© 2014 Morgan Stanley.

CETTFANN
810530 EXP 2.28.15

INVESTMENT MANAGEMENT

Morgan Stanley
Investment Management Inc.
Adviser

The Thai Fund, Inc. NYSE: TTF

Annual Report

December 31, 2013




The Thai Fund, Inc.

December 31, 2013

Table of Contents

Letter to Stockholders

   

3

   

Portfolio of Investments

   

6

   

Statement of Assets and Liabilities

   

8

   

Statement of Operations

   

9

   

Statements of Changes in Net Assets

   

10

   

Financial Highlights

   

11

   

Notes to Financial Statements

   

12

   

Report of Independent Registered Public Accounting Firm

   

22

   

Portfolio Management

   

23

   

Investment Policy

   

24

   

Dividend Reinvestment and Cash Purchase Plan

   

26

   

U.S. Privacy Policy

   

27

   

Director and Officer Information

   

31

   


2



The Thai Fund, Inc.

December 31, 2013

Letter to Stockholders (unaudited)

Performance

For the year ended December 31, 2013, The Thai Fund, Inc. (the "Fund") had total returns of -10.59%, based on net asset value, and -5.10% based on market value per share (including reinvestment of distributions), compared to its benchmark, the Stock Exchange of Thailand (SET) Total Return Index (the "Index")*, expressed in U.S. dollars which returned -10.23%. On December 31, 2013, the closing price of the Fund's shares on the New York Stock Exchange was $18.15, representing a 6.9% discount to the Fund's net asset value per share. Past performance is no guarantee of future results.

Factors Affecting Performance

•  The Index fell 10.23% during the reporting period and underperformed the MSCI All Country Asia Pacific ex-Japan Index, which gained 3.41%, as a near-perfect storm hit the country. Among major sectors, banks saw the weakest performance. Larger, more liquid sectors such as the banking sector have a high proportion of foreign shareholdings, and in times of volatility, these sectors tend to underperform the Index, as was the case in 2013. Energy also performed poorly on negative global pricing for key products. Building materials suffered from disappointment in cement and infrastructure spending. The telecommunications sector was the top performer.

•  The year started strong. Fueled by low interest rates and high domestic liquidity, local investors pushed the market to its intra-year peak on May 21. A second round of corporate tax cuts further boosted sentiment and earnings. The tax rate fell from 23% to 20% in 2013, after a cut from 30% to 23% had been implemented in 2012.

•  However, signs of weakness in the economy began to appear in the first half of 2013 as exports, consumption and business investment all slowed. Exports suffered from sluggish global growth, a lack of import intensity in the U.S. and weak pricing for rice and rubber, while a build-up in household leverage weighed on consumption. The Bank of Thailand's broad measure of household debt-to-GDP reached 80% by the end of 2013, up sharply from the 54% recorded at the start of the household borrowing binge in the third quarter of 2008. Fiscal policy paused after the big stimulus of 2011-2012. The first car buyer scheme expired in 2012, and although the rice subsidy program continued, no more increases were implemented. In theory, infrastructure spending was supposed to pick up the fiscal slack in 2013 after the end of consumer-based stimulus, but in practice, infrastructure projects made no progress.

•  Federal Reserve Chairman Ben Bernanke's tapering comments in mid-May marked the peak of the Index. By that point, the market's price-to-earnings ratio was at a multi-year high, the currency had hit a post-Asian crisis high and bond yields were at a multi-year low, making financial markets highly vulnerable to external shocks. The current account slipping from surplus to slight deficit in the second quarter on slowing exports concerned some investors, and foreigners pulled money from stocks and bonds, pushing down prices of all financial assets. The combined impact of tapering, rising concerns over household leverage and the economic slowdown pushed the market down approximately 27% from the May high to the August low.


3



The Thai Fund, Inc.

December 31, 2013

Letter to Stockholders (unaudited) (cont'd)

•  After a rally in September on receding tapering fears, politics hit the market on October 18 when the government widened a proposed amnesty bill to include exiled former premier Thaksin Shinawatra. Anti-government protests quickly grew into massive demonstrations. Although the government pulled the amnesty bill in November, rallies continued, with demonstrators demanding the resignation of the prime minister and an end to government by the Shinawatra family. The demonstrations grew steadily more radical, and protesters seized government agencies including the Finance Ministry. On December 8, the opposition Democrat Party resigned from Parliament, and on the following day the prime minister reluctantly called early elections for February 2, but the outlook for elections darkened throughout the month. Protesters vowed to oppose elections unless unspecified political reforms were implemented in advance, and on December 23, the Democrats announced they would boycott elections. In the following week protesters blocked registration of candidates in 28 districts, which looks likely to prevent elections from filling enough seats for Parliament to open.

•  The political problems have started to have an impact on the economy. Private consumption and investment indicators weakened in November, and tourists cancelled trips to Thailand after a number of foreign governments issued travel warnings. Hopes for infrastructure spending have diminished as prospects for political stability receded. The market fell 5.4% from December 18 to the end of the year and underperformed the region by roughly 6%. Politics and the economy, however, could remain heavy drags on the market in 2014. The elections appear to be more a point of conflict than a means of resolving Thailand's political disputes. The economy in 2014 lacks strong drivers. High household leverage will weigh on consumption, while political instability could slowdown any progress on infrastructure and in our opinion could place a drag on tourism. That leaves exports as the main hope for the economy. The weaker baht and firmer global economy could help exports do better than the flat growth of 2013.

•  Some positive factors could provide support for the market in 2014. Valuations are much more appealing now than they were at the start of 2013, and consensus forecasts 12% earnings-per-share growth for 2014 on the back of good growth for telecommunications on lower regulatory costs, positive trends for global cyclical stocks due to stronger global growth, and a bounce-back from a bad 2013 for some other names.

•  During this period, both stock selection and sector allocation detracted from performance. At the sector level, relative underweight exposure to the utilities and energy sectors were relative contributors together with our overweight positions in the industrials and telecommunication services sectors. On the other hand, underweight allocations to the consumer staples and information technology sectors detracted from performance together with our overweight allocation to the consumer discretionary sector.

•  From a bottom-up perspective, positive stock selection from weights in financials stocks were relative contributors, while active weights in consumer staples, energy, consumer discretionary and industrials stocks were relative detractors.


4



The Thai Fund, Inc.

December 31, 2013

Letter to Stockholders (unaudited) (cont'd)

Management Strategies

•  As of the end of the period, the Fund had overweight exposures to the consumer discretionary, industrials, financials and telecommunication services sectors while maintaining underweight exposures to the materials, consumer staples, energy, health care and information technology sectors.

•  The Fund seeks long-term capital appreciation and integrates top-down sector allocation and bottom-up stock selection with a growth bias. The team utilizes a rigorous fundamental research approach that considers dynamics, valuation, and sentiment and focuses on companies with strong management and solid earnings.

Sincerely,

John H. Gernon
President and Principal Executive Officer  January 2014

*The Stock Exchange of Thailand (SET) Total Return Index is a composite index which represents the aggregate price movement for all common stocks traded on the SET. The Total Return Index measures market performance, including price movements (capital gain/loss), rights offered to current shareholders allowing them to purchase additional shares, usually at a discount to market price (rights offering), and income from gross dividend payments (dividends) assuming they are reinvested in securities. The index is calculated in USD. It is not possible to invest directly in an index.


5




The Thai Fund, Inc.

December 31, 2013

Portfolio of Investments



 

Shares
 
Value
(000)
 

COMMON STOCKS (89.2%)

 

Commercial Banks (13.6%)

 

Bangkok Bank PCL NVDR

   

2,316,250

   

$

12,547

   

Kasikornbank PCL NVDR

   

2,622,900

     

12,452

   
Siam Commercial Bank PCL (The)
(Foreign)
   

2,045,900

     

8,934

   
         

33,933

   

Construction & Engineering (5.3%)

 

CH. Karnchang PCL (Foreign)

   

14,735,700

     

6,951

   
Sino Thai Engineering &
Construction PCL (Foreign)
   

15,429,985

     

6,198

   
         

13,149

   

Consumer Finance (4.3%)

 
Aeon Thana Sinsap Thailand
PCL NVDR
   

3,737,500

     

10,692

   

Food & Staples Retailing (4.1%)

 

Big C Supercenter PCL NVDR

   

1,853,700

     

10,380

   

Hotels, Restaurants & Leisure (4.7%)

 

Minor International PCL (Foreign)

   

18,768,687

     

11,823

   

Independent Power Producers & Energy Traders (3.4%)

 

Electricity Generating PCL (Foreign)

   

1,150,200

     

4,288

   

Glow Energy PCL (Foreign)

   

1,980,600

     

4,249

   
         

8,537

   

Marine (3.8%)

 

Precious Shipping PCL (Foreign)

   

14,685,900

     

9,520

   

Media (8.8%)

 

BEC World PCL (Foreign)

   

3,767,600

     

5,790

   

Major Cineplex Group PCL (Foreign)

   

13,411,650

     

7,143

   

MCOT PCL (Foreign)

   

2,846,300

     

2,512

   

VGI Global Media PCL (Foreign)

   

21,903,024

     

6,532

   
         

21,977

   

Oil, Gas & Consumable Fuels (11.3%)

 
PTT Exploration & Production
PCL (Foreign)
   

2,527,545

     

12,807

   

PTT PCL (Foreign)

   

1,762,100

     

15,337

   
         

28,144

   

Pharmaceuticals (0.9%)

 

Mega Lifesciences PCL (Foreign) (a)

   

3,500,000

     

2,130

   


 

Shares
 
Value
(000)
 

Real Estate Management & Development (12.6%)

 

AP Thailand PCL (Foreign)

   

17,424,460

   

$

2,333

   

Central Pattana PCL (Foreign)

   

2,185,700

     

2,727

   

Land and Houses PCL NVDR

   

38,267,900

     

10,423

   

LPN Development PCL (Foreign)

   

10,809,100

     

5,099

   

Supalai PCL (Foreign)

   

9,748,700

     

4,331

   

WHA Corp., PCL (Foreign)

   

7,832,400

     

6,674

   
         

31,587

   

Textiles, Apparel & Luxury Goods (0.0%)

 

Thai Rung Textile Co., Ltd. (a)(b)(c)(d)

   

958

     

   

Transportation Infrastructure (2.6%)

 

Airports of Thailand PCL (Foreign)

   

1,360,700

     

6,563

   

Wireless Telecommunication Services (13.8%)

 

Advanced Info Service PCL (Foreign)

   

3,169,700

     

19,244

   
Total Access Communication PCL
NVDR
   

5,202,700

     

15,358

   
         

34,602

   
TOTAL COMMON STOCKS (Cost $201,443)        

223,037

   

INVESTMENT COMPANY (1.2%)

 

Transportation Infrastructure (1.2%)

 
BTS Rail Mass Transit Growth
Infrastructure Fund (Foreign)
(Units) (e) (Cost $4,319)
   

11,600,000

     

3,036

   

SHORT-TERM INVESTMENT (0.0%)

 

Investment Company (0.0%)

 
Morgan Stanley Institutional
Liquidity Funds — Money Market
Portfolio — Institutional Class
(See Note F) (Cost $43)
   

43,131

     

43

   
TOTAL INVESTMENTS (90.4%) (Cost $205,805)        

226,116

   

OTHER ASSETS IN EXCESS OF LIABILITIES (9.6%)

       

24,021

   

NET ASSETS (100.0%)

     

$

250,137

   

(a)  Non-income producing security.

(b)  Security has been deemed illiquid at December 31, 2013.

(c)  At December 31, 2013, the Fund held a fair valued security valued at $0, representing 0.0% of net assets. This security has been fair valued as determined in good faith under procedures established by and under the general supervision of the Fund's Directors.

The accompanying notes are an integral part of the financial statements.


6



The Thai Fund, Inc.

December 31, 2013

Portfolio of Investments (cont'd)

(d)  Restricted security not registered under the Securities Act of 1933. Acquired 4/89 at a cost of $49,000. At December 31, 2013, this security had a market value of $0, representing 0.0% of net assets.

(e)  Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.

NVDR  Non-Voting Depositary Receipt.

Portfolio Composition

Classification

  Percentage of
Total Investments
 

Other*

   

22.5

%

 

Wireless Telecommunication Services

   

15.3

   

Commercial Banks

   

15.0

   

Real Estate Management & Development

   

14.0

   

Oil, Gas & Consumable Fuels

   

12.5

   

Media

   

9.7

   

Construction & Engineering

   

5.8

   

Hotels, Restaurants & Leisure

   

5.2

   

Total Investments

   

100.0

%

 

*  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.


7




The Thai Fund, Inc.

December 31, 2013

Financial Statements

Statement of Assets and Liabilities

  December 31, 2013
(000)
 

Assets:

 

Investments in Securities of Unaffiliated Issuers, at Value (Cost $205,762)

 

$

226,073

   

Investment in Security of Affiliated Issuer, at Value (Cost $43)

   

43

   

Total Investments in Securities, at Value (Cost $205,805)

   

226,116

   

Foreign Currency, at Value (Cost $25,320)

   

24,030

   

Dividends Receivable

   

176

   

Receivable from Affiliate

   

@

 

Other Assets

   

20

   

Total Assets

   

250,342

   

Liabilities:

 

Payable for U.S. Advisory Fees

   

140

   

Payable for Professional Fees

   

25

   

Payable for Custodian Fees

   

15

   

Payable for Administration Fees

   

8

   

Payable for Stockholder Servicing Agent Fees

   

2

   

Other Liabilities

   

15

   

Total Liabilities

   

205

   

Net Assets

 

Applicable to 12,831,679 Issued and Outstanding $0.01 Par Value Shares (30,000,000 Shares Authorized)

 

$

250,137

   

Net Asset Value Per Share

 

$

19.49

   

Net Assets Consist of:

 

Common Stock

 

$

128

   

Paid-in-Capital

   

78,893

   

Accumulated Undistributed Net Investment Income

   

7,264

   

Accumulated Net Realized Gain

   

144,763

   

Unrealized Appreciation (Depreciation) on:

 

Investments

   

20,382

   

Foreign Currency Translations

   

(1,293

)

 

Net Assets

 

$

250,137

   

@ Amount is less than $500.

The accompanying notes are an integral part of the financial statements.


8



The Thai Fund, Inc.

December 31, 2013

Financial Statements (cont'd)

Statement of Operations

  Year Ended
December 31, 2013
(000)
 

Investment Income:

 

Dividends from Securities of Unaffiliated Issuers (Net of $390 of Foreign Taxes Withheld)

 

$

10,299

   

Interest from Securities of Unaffiliated Issuers

   

47

   

Dividends from Security of Affiliated Issuer (Note F)

   

3

   

Total Investment Income

   

10,349

   

Expenses:

 

U.S. Advisory Fees (Note B)

   

2,096

   

Thai Advisory Fees (Note B)

   

393

   

Thai Repatriation Tax Expense (Note E)

   

345

   

Administration Fees (Note C)

   

287

   

Custodian Fees (Note D)

   

255

   

Professional Fees

   

180

   

Tender Offer Fees

   

65

   

Stockholder Reporting Expenses

   

51

   

Directors' Fees and Expenses

   

9

   

Stockholder Servicing Agent Fees

   

5

   

Other Expenses

   

47

   

Total Expenses

   

3,733

   

Waiver of Administration Fees (Note C)

   

(176

)

 

Rebate from Morgan Stanley Affiliate (Note F)

   

(4

)

 

Net Expenses

   

3,553

   

Net Investment Income

   

6,796

   

Realized Gain:

 

Investments Sold

   

144,762

   

Foreign Currency Transactions

   

473

   

Net Realized Gain

   

145,235

   

Change in Unrealized Appreciation (Depreciation):

 

Investments

   

(180,329

)

 

Foreign Currency Translations

   

(1,574

)

 

Net Change in Unrealized Appreciation (Depreciation)

   

(181,903

)

 

Net Realized Gain and Change in Unrealized Appreciation (Depreciation)

   

(36,668

)

 

Net Decrease in Net Assets Resulting from Operations

 

$

(29,872

)

 

The accompanying notes are an integral part of the financial statements.


9



The Thai Fund, Inc.

December 31, 2013

Financial Statements (cont'd)

Statements of Changes in Net Assets

  Year Ended
December 31, 2013
(000)
  Year Ended
December 31, 2012
(000)
 

Increase (Decrease) in Net Assets:

 

Operations:

 

Net Investment Income

 

$

6,796

   

$

4,768

   

Net Realized Gain

   

145,235

     

13,460

   

Net Change in Unrealized Appreciation (Depreciation)

   

(181,903

)

   

117,772

   

Net Increase (Decrease) in Net Assets Resulting from Operations

   

(29,872

)

   

136,000

   

Distributions from and/or in Excess of:

 

Net Investment Income

   

(1,862

)

   

(4,046

)

 

Net Realized Gain

   

(9,968

)

   

(4,212

)

 

Total Distributions

   

(11,830

)

   

(8,258

)

 

Capital Share Transactions:

 

Common Stock Redeemed through Tender Offers (2,264,413 and 0 shares)

   

(51,697

)

   

   

Total Increase (Decrease)

   

(93,399

)

   

127,742

   

Net Assets:

 

Beginning of Period

   

343,536

     

215,794

   
End of Period (Including Accumulated Undistributed Net Investment Income of
$7,264 and $1,858)
 

$

250,137

   

$

343,536

   

The accompanying notes are an integral part of the financial statements.


10



The Thai Fund, Inc.

December 31, 2013

Financial Highlights

Selected Per Share Data and Ratios

   

Year Ended December 31,

 
   

2013

 

2012

 

2011

 

2010

 

2009

 

Net Asset Value, Beginning of Period

 

$

22.76

   

$

14.29

   

$

14.79

   

$

10.60

   

$

6.59

   

Net Investment Income†

   

0.47

     

0.32

     

0.25

     

0.34

     

0.18

   

Net Realized and Unrealized Gain (Loss)

   

(2.87

)

   

8.70

     

(0.31

)

   

4.40

     

4.02

   

Total from Investment Operations

   

(2.40

)

   

9.02

     

(0.06

)

   

4.74

     

4.20

   

Distributions from and/or in excess of:

 

Net Investment Income

   

(0.15

)

   

(0.27

)

   

(0.25

)

   

(0.28

)

   

(0.19

)

 

Net Realized Gain

   

(0.78

)

   

(0.28

)

   

(0.29

)

   

(0.27

)

   

   

Total Distributions

   

(0.93

)

   

(0.55

)

   

(0.54

)

   

(0.55

)

   

(0.19

)

 

Anti-Dilutive Effect of Share Repurchase Program

   

     

     

0.10

     

     

   

Anti-Dilutive Effect of Tender Offer

   

0.06

     

     

     

     

   

Net Asset Value, End of Period

 

$

19.49

   

$

22.76

   

$

14.29

   

$

14.79

   

$

10.60

   

Per Share Market Value, End of Period

 

$

18.15

   

$

19.95

   

$

12.26

   

$

12.80

   

$

8.93

   

TOTAL INVESTMENT RETURN:

 

Market Value

   

(5.10

)%

   

67.10

%

   

(0.43

)%

   

50.04

%

   

57.23

%

 

Net Asset Value(1)

   

(10.59

)%

   

63.41

%

   

0.44

%

   

46.06

%

   

64.55

%

 

RATIOS, SUPPLEMENTAL DATA:

 

Net Assets, End of Period (Thousands)

 

$

250,137

   

$

343,536

   

$

215,794

   

$

235,065

   

$

168,511

   

Ratio of Expenses to Average Net Assets(2)

   

0.99

%+

   

1.46

%+

   

1.99

%+

   

1.59

%+

   

1.77

%+

 

Ratio of Net Investment Income to Average Net Assets(2)

   

1.89

%+

   

1.71

%+

   

1.67

%+

   

2.75

%+

   

2.12

%+

 

Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets

   

0.00

   

0.00

   

0.00

   

0.00

   

0.00

 

Portfolio Turnover Rate

   

85

%

   

4

%

   

10

%

   

11

%

   

17

%

 

(2) Supplemental Information on the Ratios to Average Net Assets:

                     

Ratios Before Expenses Waived by Administrator:

 

Ratio of Expenses to Average Net Assets

   

1.04

%

   

1.53

%

   

2.06

%

   

1.63

%+

   

1.81

%+

 

Ratio of Net Investment Income to Average Net Assets

   

1.84

%

   

1.64

%

   

1.60

%

   

2.71

%+

   

2.08

%+

 

(1)  Total investment return based on net asset value per share reflects the effects of changes in net asset value on the performance of the Fund during each period, and assumes dividends and distributions, if any, were reinvested. This percentage is not an indication of the performance of a stockholder's investment in the Fund based on market value due to differences between the market price of the stock and the net asset value per share of the Fund.

†  Per share amount is based on average shares outstanding.

+  The Ratios of Expenses and Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets."

§  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.


11




The Thai Fund, Inc.

December 31, 2013

Notes to Financial Statements

The Thai Fund, Inc. (the "Fund") was incorporated on June 10, 1987 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the "Act"). The Fund's investment objective is long-term capital appreciation through investment primarily in equity securities of companies organized under the laws of the Kingdom of Thailand. To the extent that the Fund invests in derivative instruments that the U.S. adviser, Morgan Stanley Investment Management Inc. (the "U.S. Adviser") and sub-adviser, Morgan Stanley Investment Management Company (the "Sub-Adviser"), believe have economic characteristics similar to equity securities of companies organized under the laws of the Kingdom of Thailand, such investments will be counted for purposes of the Fund's policy in the previous sentence. To the extent the Fund makes such investments, the Fund will be subject to the risks of such derivative instruments as described herein. The Fund had made its investments in Thailand through the Thai Investment Plan (the "Plan") established in conformity with Thai law. The Fund was the sole unit holder of the Plan. Approval from the Bank of Thailand for the Plan was granted on December 25, 1987, and this approval was set to expire on December 25, 2012. On December 2, 2011, Thailand's Securities and Exchange Commission (the "Thai SEC"), which assumed oversight of the business of mutual fund management after enactment of the Thai SEC Act in 1992, approved the continuance of the Plan through December 25, 2062. On June 24, 2013, the Fund's stockholders approved a proposal to liquidate and terminate the Plan. Approval was also obtained from the Thai SEC. The Plan was liquidated and terminated on July 15, 2013, when the Fund began investing directly in securities of Thai companies.

A.  Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation

of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

1.  Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) when market quotations are not readily available, including circumstances under which the U.S. Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Board of Directors (the "Directors"). Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (4) quotations of foreign portfolio securities, other assets


12



The Thai Fund, Inc.

December 31, 2013

Notes to Financial Statements (cont'd)

and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value as of the close of each business day; and (6) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities' market value, in which case these securities will be valued at their fair market value determined by the Adviser.

  Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

  The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are

discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

2.  Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurements and Disclosures" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.

•  Level 1 – unadjusted quoted prices in active markets for identical investments


13



The Thai Fund, Inc.

December 31, 2013

Notes to Financial Statements (cont'd)

•  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

  The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

The following is a summary of the inputs used to value the Fund's investments as of December 31, 2013.

Investment Type

  Level 1
Unadjusted
quoted
prices
(000)
  Level 2
Other
significant
observable
inputs
(000)
  Level 3
Significant
unobservable
inputs
(000)
  Total
(000)
 

Assets:

 

Common Stocks

 
Commercial
Banks
 

$

24,999

   

$

8,934

   

$

   

$

33,933

   
Construction &
Engineering
   

     

13,149

     

     

13,149

   
Consumer
Finance
   

10,692

     

     

     

10,692

   
Food & Staples
Retailing
   

10,380

     

     

     

10,380

   
Hotels,
Restaurants &
Leisure
   

     

11,823

     

     

11,823

   

Investment Type

  Level 1
Unadjusted
quoted
prices
(000)
  Level 2
Other
significant
observable
inputs
(000)
  Level 3
Significant
unobservable
inputs
(000)
  Total
(000)
 

Assets: (cont'd)

 

Common Stocks (cont'd)

 
Independent
Power
Producers &
Energy
Traders
 

$

4,249

   

$

4,288

   

$

   

$

8,537

   

Marine

   

     

9,520

     

     

9,520

   

Media

   

     

21,977

     

     

21,977

   
Oil, Gas &
Consumable
Fuels
   

     

28,144

     

     

28,144

   

Pharmaceuticals

   

     

2,130

     

     

2,130

   
Real Estate
Management &
Development
   

10,423

     

21,164

     

     

31,587

   
Textiles,
Apparel &
Luxury Goods
   

     

     

   

 
Transportation
Infrastructure
   

     

6,563

     

     

6,563

   
Wireless
Telecommunication
Services
   

15,358

     

19,244

     

     

34,602

   
Total Common
Stocks
   

76,101

     

146,936

     

   

223,037

   
Investment
Company
   

     

3,036

     

     

3,036

   
Short-Term Investment
Investment
Company
   

43

     

     

     

43

   

Total Assets

 

$

76,144

   

$

149,972

   

$

 

$

226,116

   

  Includes one security which is valued at zero.

  Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Fund recognizes transfers between the levels as of the end of the period. As of December 31, 2013, the Fund did not have any investments transfer between investment levels.


14



The Thai Fund, Inc.

December 31, 2013

Notes to Financial Statements (cont'd)

  Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

    Common
Stock
(000)
 

Beginning Balance

 

$

 

Purchases

   

   

Sales

   

   

Amortization of discount

   

   

Transfers in

   

   

Transfers out

   

   

Change in unrealized appreciation/depreciation

   

   

Realized gains (losses)

   

   

Ending Balance

 

$

 
Net change in unrealized appreciation/depreciation
from investments still held as of
December 31, 2013
 

$

   

  Includes one security which is valued at zero.

3.  Foreign Currency Translation and Foreign Investments:  The books and records of the Fund are maintained in U.S. dollars. Amounts denominated in Thai Baht are translated into U.S. dollars as follows:

  —  investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

  —  investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.

  Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from

changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances.

  Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from sales and maturities of foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) on investments and foreign currency translations in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

  A significant portion of the Fund's net assets consist of investments in Thai equity securities, which may be subject to greater price volatility, lower liquidity and less diversity than equity securities of companies based in the United States. In addition, Thai equity securities may be subject to substantial governmental involvement in the economy and greater social, economic and political uncertainty.

  Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns,


15



The Thai Fund, Inc.

December 31, 2013

Notes to Financial Statements (cont'd)

violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.

4.  Restricted Securities: The Fund invests in unregistered or otherwise restricted securities. The term "restricted securities" refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund could sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquirer of the securities. The Fund would, in either case, bear market risks during that period. Restricted Securities are identified in the Portfolio of Investments.

5.  Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

6.  Other: Security transactions are accounted for on the date the securities are purchased or sold. Realized gains (losses) on the sale of investment securities are determined on the specific identified cost basis. Interest income is

recognized on the accrual basis. Dividend income and distributions are recorded on the ex-dividend date (except certain dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes.

B.  Advisory/Sub-Advisory Fees: The U.S. Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, calculated weekly and payable monthly, at the annual rate based on the average weekly net assets as follows:

First $50
million
  Next $50
million
  Over $100
million
 
  0.90

%

   

0.70

%

   

0.50

%

 

For the year ended December 31, 2013, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.58% of the Fund's daily net assets.

During the period, MFC Asset Management Public Company Limited (the "Thai Adviser") provided advisory services to the Fund under the terms of a contract. The Thai Adviser was paid a fee computed weekly and payable monthly at the annual rate based on the average weekly net assets as follows:

First $50
million
  Next $50
million
  Over $100
million
 
  0.32

%

   

0.20

%

   

0.16

%

 

For the period ended July 15, 2013, the advisory fee rate was equivalent to an annual effective rate of 0.19% of the Fund's average weekly net assets. On July 15, 2013, the Thai Adviser's contract with the Fund was terminated.

The U.S. Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser, a wholly-owned subsidiary of Morgan Stanley. The Sub-Adviser provides the Fund with advisory services subject to the overall supervision of the U.S. Adviser and the Fund's Officers and Directors. The U.S. Adviser pays the


16



The Thai Fund, Inc.

December 31, 2013

Notes to Financial Statements (cont'd)

Sub-Adviser on a monthly basis a portion of the net advisory fees the U.S. Adviser receives from the Fund.

C.  Administration Fees: The U.S. Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average weekly net assets. The U.S. Adviser has agreed to limit the administration fee through a waiver so that it will be no greater than the previous administration fee of 0.02435% of the Fund's average weekly net assets plus $24,000 per annum. This waiver may be terminated at any time. For the year ended December 31, 2013, approximately $176,000 of administration fees were waived pursuant to this arrangement. Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.

D.  Custodian Fees: State Street (the "Custodian") and its affiliates serve as Custodian for the Fund's assets held in the United States. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses. During the period, the Plan's assets in Thailand were held by Kasikornbank Public Company Limited ("Kasikornbank"). Kasikornbank was paid monthly based on the Plan's assets. Upon the liquidation and termination of the Plan on July 15, 2013, Kasikornbank transferred all the Plan assets to the Custodian and the Fund now invests directly in the securities of Thai Companies.

E.  Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and

distribute all of its taxable income. Accordingly, no provision for Federal income taxes is required in the financial statements.

Dividend income and distributions to stockholders are recorded on the ex-dividend date. Interest income is recognized on an accrual basis. Dividends from net investment income, if any, are declared and paid semiannually. Net realized capital gains, if any, are distributed at least annually.

While the Fund invested in Thailand through the Plan, distributions of income from the Plan to the Fund were subject to Thai income tax at a rate of 10% of the distribution amount, which is withheld at the time of distribution. All distributions from the Plan to the Fund needed to be approved by The Bank of Thailand ("BOT") pursuant to the laws of The Kingdom of Thailand. For financial statement purposes, the Fund accrues and allocates the Thai income tax to net investment income, net realized gains and net unrealized appreciation on the basis of their relative amounts. For U.S. Federal income tax purposes, the Thai income tax is deducted, when paid, from net investment income. Since the liquidation and termination of the Plan on July 15, 2013, this tax is no longer applicable.

FASB ASC 740-10, Income Taxes — Overall, sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2013, remains subject to examination by taxing authorities.

The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in


17



The Thai Fund, Inc.

December 31, 2013

Notes to Financial Statements (cont'd)

Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2013 and 2012 was as follows:

2013 Distributions
Paid From:
  2012 Distributions
Paid From:
 
Ordinary
Income
(000)
  Long-term
Capital
Gain
(000)
  Ordinary
Income
(000)
  Long-term
Capital
Gain
(000)
 
$

1,862

   

$

9,968

   

$

4,046

   

$

4,212

   

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions, resulted in the following reclassifications among the components of net assets at December 31, 2013:

Accumulated
Undistributed
Net Investment
Income
(000)
  Accumulated
Net Realized
Gain
(000)
  Paid-in-
Capital
(000)
 
$

472

   

$

(472

)

 

$

   

At December 31, 2013, the components of distributable earnings for the Fund on a tax basis were as follows:

Undistributed
Ordinary
Income
(000)
  Undistributed
Long-Term
Capital Gain
(000)
 
$

269

   

$

9,161

   

At December 31, 2013, the aggregate cost for Federal income tax purposes is approximately $171,182,000. The aggregate gross unrealized appreciation is approximately $76,283,000 and the aggregate gross unrealized depreciation is approximately $21,349,000 resulting in net unrealized appreciation of approximately $54,934,000.

F.  Security Transactions and Transactions with Affiliates: For the year ended December 31, 2013, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments, were approximately $281,449,000 and $347,946,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the year ended December 31, 2013.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the year ended December 31, 2013, advisory fees paid were reduced by approximately $4,000 relating to the Fund's investment in the Liquidity Funds.

A summary of the Fund's transactions in shares of the Liquidity Funds during the year ended December 31, 2013 is as follows:

Value
December 31,
2012
(000)
  Purchases
at Cost
(000)
  Sales
(000)
  Dividend
Income
(000)
  Value
December 31,
2013
(000)
 
$

1,012

   

$

10,716

   

$

11,685

   

$

3

   

$

43

   

During the year ended December 31, 2013, the Fund incurred approximately $48,000 in brokerage commissions with Morgan Stanley & Co., LLC, an affiliate of the Adviser, Sub-Adviser and Administrator, for portfolio transactions executed on behalf of the Fund.


18



The Thai Fund, Inc.

December 31, 2013

Notes to Financial Statements (cont'd)

From January 1, 2013 to June 30, 2013, the Fund incurred approximately $6,000 in brokerage commissions with Citigroup, Inc., and its affiliated broker-dealers, which may be deemed affiliates of the Adviser, Sub-Adviser and Administrator under Section 17 of the Act, for portfolio transactions executed on behalf of the Fund. Citigroup, Inc. and its affiliated broker-dealers ceased to be affiliates of the Fund pursuant to Section 17 of the Act as of July 1, 2013.

G.  Other: On February 7, 2011, the Fund commenced a share repurchase program for purposes of enhancing stockholder value and reducing the discount at which the Fund's shares trade from their net asset value per share ("NAV"). During the year ended December 31, 2013, the Fund did not repurchase any of its shares. Since the inception of the program, the Fund has repurchased 794,531 of its shares at an average discount of 13.50% from NAV. The Directors regularly monitor the Fund's share repurchase program as part of their review and consideration of the Fund's premium/discount history. The Fund expects to continue to repurchase its outstanding shares at such time and in such amounts as it believes will further the accomplishment of the foregoing objectives, subject to review by the Directors.

On August 12, 2013, the Fund announced the commencement of a tender offer by the Fund to acquire in exchange for cash up to 15% of the Fund's outstanding shares at a price equal to 98.5% of the Fund's NAV as of the close of regular trading on the NYSE on the business day immediately following the day the offer expires. On September 9, 2013, the Fund completed the tender offer. The Fund accepted 2,264,413 shares for payment which represented 15% of the Fund's then outstanding shares. Final payment was made on September 17, 2013 at $22.83 per share, representing 98.5% of the NAV per share on September 10, 2013.

H.  Results of Annual Meeting of Stockholders (unaudited):  On June 24, 2013, an annual meeting of the Fund's stockholders was held for the purpose of voting on the following matter, the results of which were as follows:

Election of Directors by all stockholders:

   

For

 

Against

 

Frank L. Bowman

   

6,658,896

     

5,628,981

   

James F. Higgins

   

6,581,458

     

5,706,419

   

Manuel H. Johnson

   

6,581,603

     

5,706,274

   

To consider and act upon a proposal to liquidate and terminate the contractual investment plan existing in Thailand through which the Fund currently holds all of its Thai assets:

For  

Against

 

Abstain

 

Broker Non-Vote

 
  9,626,216      

128,664

     

36,697

     

2,496,300

   

I.  Accounting Pronouncement:  In June 2013, FASB issued Accounting Standards Update 2013-08 Financial Services — Investment Companies (Topic 946) — Amendments to the Scope, Measurement, and Disclosure Requirements ("ASU 2013-08") which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. ASU 2013-08 sets forth a methodology for determining whether an entity should be characterized as an investment company and prescribes fair value accounting for an investment company's non-controlling ownership interest in another investment company. FASB has determined that a fund registered under the Investment Company Act of 1940 automatically meets ASU 2013-08's criteria for an investment company. Although still evaluating the potential impacts of ASU 2013-08 to the Fund, management expects that the impact of the Fund's adoption will be limited to additional financial statement disclosures.


19



The Thai Fund, Inc.

December 31, 2013

Notes to Financial Statements (cont'd)

Federal Tax Notice (unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during its taxable year ended December 31, 2013.

The Fund designated and paid approximately $9,968,000 as a long-term capital gain distribution.

For Federal income tax purposes, the following information is furnished with respect to the Fund's earnings for its taxable year ended December 31, 2013.

When distributed, certain earnings may be subject to a maximum tax rate of 15% as provided for the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designated up to a maximum of approximately $9,216,000 as taxable at this lower rate.

The Fund intends to pass through foreign tax credits of approximately $355,000 and has derived net income from sources within foreign countries amounting to approximately $10,750,000.

In January, the Fund provides tax information to stockholders for the preceding calendar year.

For More Information About Portfolio Holdings (unaudited)

The Fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the Fund's second and fourth fiscal quarters. The semi-annual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to Fund stockholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the Fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to stockholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1(800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address (publicinfo@sec.gov) or by writing the public reference section of the SEC, Washington, DC 20549-0102.

In addition to filing a complete schedule of portfolio holdings with the SEC each fiscal quarter, the Fund makes portfolio holdings information available by periodically providing the information on its public website, www.morganstanley.com/im.

The Fund provides a complete schedule of portfolio holdings on the public website on a calendar-quarter basis approximately 31 calendar days after the close of the calendar quarter. The Fund also provides Top 10 holdings information on the public website approximately 15 business days following the end of each month. You may obtain copies of the Fund's monthly or calendar-quarter website postings, by calling toll free 1(800) 231-2608.


20



The Thai Fund, Inc.

December 31, 2013

Notes to Financial Statements (cont'd)

Proxy Voting Policy and Procedures and Proxy Voting Record (unaudited)

A copy of (1) the Fund's policies and procedures with respect to the voting of proxies relating to the Fund's portfolio securities; and (2) how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, is available without charge, upon request, by calling toll free 1(800) 231-2608 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's web site at www.sec.gov.


21



The Thai Fund, Inc.

December 31, 2013

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of
The Thai Fund, Inc.

We have audited the accompanying statement of assets and liabilities of The Thai Fund, Inc. (the "Fund"), including the portfolio of investments, as of December 31, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2013, by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Thai Fund, Inc. at December 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

  

Boston, Massachusetts
February 27, 2014


22



The Thai Fund, Inc.

December 31, 2013

Portfolio Management (unaudited)

The Fund is managed within the Emerging Markets Equity team. The team consists of portfolio managers and analysts. Current members of the team jointly and primarily responsible for the day-to-day management of the Fund's portfolio are Munib Madni and Samuel Rhee, both are Managing Directors of the Sub-Adviser.

Mr. Madni has been associated with the Sub-Adviser in an investment management capacity since February 2005 and began managing the Fund in August 2008. Mr. Rhee has been associated with the Sub-Adviser in an investment management capacity since July 2005 and began managing the Fund in December 2012.


23



The Thai Fund, Inc.

December 31, 2013

Investment Policy (unaudited)

Derivatives

The Fund may, but is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable SEC rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.

Following is a description of the derivative instruments and techniques that the Fund may use and their associated risks:

Foreign Currency Forward Exchange Contracts. In connection with its investments in foreign securities, the Fund also may enter into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forward exchange contract ("currency contract") is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Currency contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. In addition, the Fund may use cross currency hedging or proxy hedging with respect to currencies in which the Fund has or expects to have portfolio or currency exposure. Cross currency hedges involve the sale of one currency against the positive exposure to a different currency and may be used for hedging purposes or to establish an active exposure to the exchange rate between any two currencies. To the extent hedged by use of currency contracts, the precise matching of currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into and the date it matures. There is additional risk that such transactions reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken and that currency contracts create exposure to currencies in which the Fund's securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if it had not entered into such contracts. The use of currency contracts involves the risk of loss from the insolvency or bankruptcy of the counterparty to the contract or the failure of the counterparty to make payments or otherwise comply with the terms of the contract.


24



The Thai Fund, Inc.

December 31, 2013

Investment Policy (unaudited) (cont'd)

Futures. A futures contract is a standardized, exchange-traded agreement to buy or sell a specific quantity of an underlying asset, reference rate or index at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures contracts can be highly volatile, using futures contracts can lower total return, and the potential loss from futures can exceed the Fund's initial investment in such contracts. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. There is also the risk of loss by the Fund of margin deposits in the event of bankruptcy of a broker with whom the Fund has open positions in the futures contract.


25



The Thai Fund, Inc.

December 31, 2013

Dividend Reinvestment and Cash Purchase Plan (unaudited)

Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the Plan), each stockholder will be deemed to have elected, unless Computershare Trust Company, N.A. (the Plan Agent) is otherwise instructed by the stockholder in writing, to have all distributions automatically reinvested in Fund shares. Participants in the Plan have the option of making additional voluntary cash payments to the Plan Agent, annually, in any amount from $100 to $3,000, for investment in Fund shares.

Dividend and capital gain distributions (Distributions) will be reinvested on the reinvestment date in full and fractional shares. If the market price per share equals or exceeds net asset value per share on the reinvestment date, the Fund will issue shares to participants at net asset value or, if net asset value is less than 95% of the market price on the reinvestment date, shares will be issued at 95% of the market price. If net asset value exceeds the market price on the reinvestment date, participants will receive shares valued at market price. The Fund may purchase shares of its Common Stock in the open market in connection with dividend reinvestment requirements at the discretion of the Board of Directors. Should the Fund declare a Distribution payable only in cash, the Plan Agent will purchase Fund shares for participants in the open market as agent for the participants.

The Plan Agent's fees for the reinvestment of a Distribution will be paid by the Fund. However, each participant's account will be charged a pro rata share of brokerage commissions incurred on any open market purchases effected on such participant's behalf. A participant will also pay brokerage commissions incurred on purchases made by voluntary cash payments. Although stockholders in the Plan may receive no cash distributions, participation in the Plan will not relieve participants of any income tax which may be payable on such dividends or distributions.

In the case of stockholders, such as banks, brokers or nominees, that hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the stockholder as representing the total amount registered in the stockholder's name and held for the account of beneficial owners who are participating in the Plan.

Stockholders who do not wish to have distributions automatically reinvested should notify the Plan Agent in writing. There is no penalty for non-participation or withdrawal from the Plan, and stockholders who have previously withdrawn from the Plan may rejoin at any time. Requests for additional information or any correspondence concerning the Plan should be directed to the Plan Agent at:

The Thai Fund, Inc.
Computershare Trust Company, N.A.
P.O. Box 30170
College Station, Texas 77842
1(800) 231-2608


26




The Thai Fund, Inc.

December 31, 2013

U.S. Privacy Policy (unaudited)

An Important Notice Concerning Our U.S. Privacy Policy

This privacy notice describes the U.S. privacy policy of Morgan Stanley Distribution, Inc., and the Morgan Stanley family of mutual funds ("us", "our", "we").

We are required by federal law to provide you with notice of our U.S. privacy policy ("Policy"). This Policy applies to both our current and former clients unless we state otherwise and is intended for individual clients who purchase products or receive services from us for personal, family or household purposes. This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders, nor is this Policy applicable to individuals who are either beneficiaries of a trust for which we serve as trustee or participants in an employee benefit plan administered or advised by us. This Policy is, however, applicable to individuals who select us to be a custodian of securities or assets in individual retirement accounts, 401(k) accounts, or accounts subject to the Uniform Gifts to Minors Act.

This notice sets out our business practices to protect your privacy; how we collect and share personal information about you; and how you can limit our sharing or certain uses by others of this information. We may amend this Policy at any time, and will inform you of any changes to our Policy as required by law.

We Respect Your Privacy

We appreciate that you have provided us with your personal financial information and understand your concerns about your information. We strive to safeguard the information our clients entrust to us. Protecting the confidentiality and security of client information is an important part of how we conduct our business.

This notice describes what personal information we collect about you, how we collect it, when we may share it with others, and how certain others may use it. It discusses the steps you may take to limit our sharing of certain information about you with our affiliated companies, including, but not limited to our affiliated banking businesses, brokerage firms and credit service affiliates. It also discloses how you may limit our affiliates' use of shared information for marketing purposes.

Throughout this Policy, we refer to the nonpublic information that personally identifies you as "personal information." We also use the term "affiliated company" in this notice. An affiliated company is a company in our family of companies and includes companies with the Morgan Stanley name. These affiliated companies are financial institutions such as broker-dealers, banks, investment advisers and credit card issuers. We refer to any company that is not an affiliated company as a nonaffiliated third party. For purposes of Section 5 of this notice, and your ability to limit certain uses of personal information by our affiliates, this notice applies to the use of personal information by our affiliated companies.

1. What Personal Information Do We Collect From You?

We may collect the following types of information about you: (i) information provided by you, including information from applications and other forms we receive from you, (ii) information about your transactions with us or our affiliates, (iii) information


27



The Thai Fund, Inc.

December 31, 2013

U.S. Privacy Policy (unaudited) (cont'd)

about your transactions with nonaffiliated third parties, (iv) information from consumer reporting agencies, (v) information obtained from our websites, and (vi) information obtained from other sources. For example:

•  We collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through applications and other forms you submit to us.

•  We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources.

•  We may obtain information about your creditworthiness and credit history from consumer reporting agencies.

•  We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements.

2. When Do We Disclose Personal Information We Collect About You?

We may disclose personal information we collect about you in each of the categories listed above to affiliated and nonaffiliated third parties.

a. Information We Disclose to Affiliated Companies. We may disclose personal information that we collect about you to our affiliated companies to manage your account(s) effectively, to service and process your transactions, and to let you know about products and services offered by us and affiliated companies, to manage our business, and as otherwise required or permitted by law. Offers for products and services from affiliated companies are developed under conditions designed to safeguard your personal information.

b. Information We Disclose to Third Parties. We may disclose personal information that we collect about you to nonaffiliated third parties to provide marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements. We may also disclose all of the information we collect to other nonaffiliated third parties for our everyday business purposes, such as to process transactions, maintain account(s), respond to court orders and legal investigations, report to credit bureaus, offer our own products and services, protect against fraud, for institutional risk control, to perform services on our behalf, and as otherwise required or permitted by law.

When we share personal information about you with a nonaffiliated third party, they are required to limit their use of personal information about you to the particular purpose for which it was shared and they are not allowed to share personal information about you with others except to fulfill that limited purpose or as may be permitted or required by law.

3. How Do We Protect the Security and Confidentiality of Personal Information We Collect About You?

We maintain physical, electronic and procedural security measures that comply with applicable law and regulations to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information by


28



The Thai Fund, Inc.

December 31, 2013

U.S. Privacy Policy (unaudited) (cont'd)

employees. Third parties that provide support or marketing services on our behalf may also receive personal information about you, and we require them to adhere to appropriate security standards with respect to such information.

4. How Can You Limit Our Sharing Certain Personal Information About You With Our Affiliated Companies for Eligibility Determination?

By following the opt-out procedures in Section 6 below, you may limit the extent to which we share with our affiliated companies, personal information that was collected to determine your eligibility for products and services such as your credit reports and other information that you have provided to us or that we may obtain from third parties ("eligibility information"). Eligibility information does not include your identification information or personal information pertaining to our transactions or experiences with you. Please note that, even if you direct us not to share eligibility information with our affiliated companies, we may still share your personal information, including eligibility information, with our affiliated companies under circumstances that are permitted under applicable law, such as to process transactions or to service your account.

5. How Can You Limit the Use of Certain Personal Information About You by Our Affiliated Companies for Marketing?

By following the opt-out instructions in Section 6 below, you may limit our affiliated companies from marketing their products or services to you based on personal information we disclose to them. This information may include, for example, your income and account history with us. Please note that, even if you choose to limit our affiliated companies from using personal information about you that we may share with them for marketing their products and services to you, our affiliated companies may use your personal information that they obtain from us to market to you in circumstances permitted by law, such as if the affiliated party has its own relationship with you.

6. How Can You Send Us an Opt-Out Instruction?

If you wish to limit our sharing of eligibility information about you with our affiliated companies, or our affiliated companies' use of personal information for marketing purposes, as described in this notice, you may do so by:

•  Calling us at (800) 231-2608
Monday–Friday between 8a.m. and 5p.m. (EST)

•  Writing to us at the following address:

  Computershare Trust Company, N.A.
c/o Privacy Coordinator
P.O. Box 30170
College Station, Texas 77842

If you choose to write to us, your request should include: your name, address, telephone number and account number(s) to which the opt-out applies and whether you are opting out with respect to sharing of eligibility information (Section 4 above), or information used for marketing (Section 5 above), or both. Written opt-out requests should not be sent with any other correspondence. In order to


29



The Thai Fund, Inc.

December 31, 2013

U.S. Privacy Policy (unaudited) (cont'd)

process your request, we require that the request be provided by you directly and not through a third party. Once you have informed us about your privacy preferences, your opt-out preference will remain in effect with respect to this Policy (as it may be amended) until you notify us otherwise. If you are a joint account owner, we will accept instructions from any one of you and apply those instructions to the entire account.

Please understand that if you limit our sharing or our affiliated companies' use of personal information, you and any joint account holder(s) may not receive information about our affiliated companies' products and services, including products or services that could help you manage your financial resources and achieve your investment objectives.

If you have more than one account or relationship with us, please specify the accounts to which you would like us to apply your privacy choices. If you have accounts or relationships with our affiliates, you may receive multiple privacy policies from them, and will need to separately notify those companies of your privacy choices for those accounts or relationships.

7. What If an Affiliated Company Becomes a Nonaffiliated Third Party?

If, at any time in the future, an affiliated company becomes a nonaffiliated third party, further disclosures of personal information made to the former affiliated company will be limited to those described in Section 2(b) above relating to nonaffiliated third parties. If you elected under Section 6 to limit disclosures we make to affiliated companies, or use of personal information by affiliated companies, your election will not apply to use by any former affiliated company of your personal information in their possession once it becomes a nonaffiliated third party.

SPECIAL NOTICE TO RESIDENTS OF VERMONT

The following section supplements our Policy with respect to our individual clients who have a Vermont address and supersedes anything to the contrary in the above Policy with respect to those clients only.

The State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with nonaffiliated third parties, or eligibility information with affiliated companies, other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with nonaffiliated third parties or eligibility information with affiliated companies, unless you provide us with your written consent to share such information.

SPECIAL NOTICE TO RESIDENTS OF CALIFORNIA

The following section supplements our Policy with respect to our individual clients who have a California address and supersedes anything to the contrary in the above Policy with respect to those clients only.

In response to a California law, if your account has a California home address, your personal information will not be disclosed to nonaffiliated third parties except as permitted by applicable California law, and we will limit sharing such personal information with our affiliates to comply with California privacy laws that apply to us.


30




The Thai Fund, Inc.

December 31, 2013

Director and Officer Information (unaudited)

Independent Director:

Name, Age and Address of
Independent Director
  Position(s)
Held with
Registrant
  Length of
Time
Served*
 

Principal Occupation(s) During Past 5 Years

  Number of
Portfolios in
Fund
Complex
Overseen
by
Independent
Director**
  Other Directorships Held by
Independent Director***
 
Frank L. Bowman (69)
c/o Kramer Levin Naftalis &
Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036
 

Director

 

Since August 2006

 

President, Strategic Decisions, LLC (consulting) (since February 2009); Director or Trustee of various Morgan Stanley Funds (since August 2006); Chairperson of the Insurance Sub-Committee of the Compliance and Insurance Committee (since February 2007); served as President and Chief Executive Officer of the Nuclear Energy Institute (policy organization) (February 2005-November 2008); retired as Admiral, U.S. Navy after serving over 38 years on active duty including 8 years as Director of the Naval Nuclear Propulsion Program in the Department of the Navy and the U.S. Department of Energy (1996-2004); served as Chief of Naval Personnel (July 1994-September 1996); and on the Joint Staff as Director of Political Military Affairs (June 1992-July 1994); knighted as Honorary Knight Commander of the Most Excellent Order of the British Empire; awarded the Officier de l'Orde National du Mérite by the French Government; elected to the National Academy of Engineering (2009).

 

98

 

Director of BP p.l.c.; Director of Naval and Nuclear Technologies LLP; Director of the Armed Services YMCA of the USA and the U.S. Naval Submarine League; Director of the American Shipbuilding Suppliers Association; Member of the National Security Advisory Council of the Center for U.S. Global Engagement and a member of the CNA Military Advisory Board; Chairman of the Charity J Street Cup Golf; Trustee of Fairhaven United Methodist Church.

 
Michael Bozic (73)
c/o Kramer Levin Naftalis &
Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036
 

Director

 

Since April 1994

 

Private investor and a member of the advisory board of American Road Group LLC (retail) (since June 2000); Chairperson of the Compliance and Insurance Committee (since October 2006); Director or Trustee of various Morgan Stanley Funds (since April 1994); formerly, Chairperson of the Insurance Committee (July 2006-September 2006); Vice Chairman of Kmart Corporation (December 1998-October 2000), Chairman and Chief Executive Officer of Levitz Furniture Corporation (November 1995-November 1998) and President and Chief Executive Officer of Hills Department Stores (May 1991-July 1995); variously Chairman, Chief Executive Officer, President and Chief Operating Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck & Co.

 

100

 

Trustee and member of the Hillsdale College Board of Trustees.

 


31



The Thai Fund, Inc.

December 31, 2013

Director and Officer Information (unaudited) (cont'd)

Independent Director (cont'd):

Name, Age and Address of
Independent Director
  Position(s)
Held with
Registrant
  Length of
Time
Served*
 

Principal Occupation(s) During Past 5 Years

  Number of
Portfolios in
Fund
Complex
Overseen
by
Independent
Director**
  Other Directorships Held by
Independent Director***
 
Kathleen A. Dennis (60)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036
 

Director

 

Since August 2006

 

President, Cedarwood Associates (mutual fund and investment management consulting) (since July 2006); Chairperson of the Money Market and Alternatives Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since August 2006); formerly, Senior Managing Director of Victory Capital Management (1993-2006).

 

98

 

Director of various non-profit organizations.

 
Dr. Manuel H. Johnson (65)
c/o Johnson Smick
Group, Inc.
888 16th Street, N.W.
Suite 740
Washington, D.C. 20006
 

Director

 

Since July 1991

 

Senior Partner, Johnson Smick International, Inc. (consulting firm); Chairperson of the Investment Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since July 1991); Co-Chairman and a founder of the Group of Seven Council (G7C) (international economic commission); formerly, Chairperson of the Audit Committee (July 1991-September 2006), Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury.

 

101

 

Director of NVR, Inc. (home construction).

 
Joseph J. Kearns (71)
c/o Kearns & Associates LLC
PMB754
22631 Pacific Coast Highway
Malibu, CA 90265
 

Director

 

Since August 1994

 

President, Kearns & Associates LLC (investment consulting); Chairperson of the Audit Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since August 1994); formerly, Deputy Chairperson of the Audit Committee (July 2003-September 2006) and Chairperson of the Audit Committee of various Morgan Stanley Funds (since August 1994); CFO of the J. Paul Getty Trust.

 

101

 

Director of Electro Rent Corporation (equipment leasing) and The Ford Family Foundation.

 


32



The Thai Fund, Inc.

December 31, 2013

Director and Officer Information (unaudited) (cont'd)

Independent Director (cont'd):

Name, Age and Address of
Independent Director
  Position(s)
Held with
Registrant
  Length of
Time
Served*
 

Principal Occupation(s) During Past 5 Years

  Number of
Portfolios in
Fund
Complex
Overseen
by
Independent
Director**
  Other Directorships Held by
Independent Director***
 
Michael F. Klein (55)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036
 

Director

 

Since August 2006

 

Managing Director, Aetos Capital, LLC (since March 2000) Co-President, Aetos Alternatives Management, LLC (since January 2004); and Co-Chief Executive Officer of Aetos Capital LLC (since August 2013); Chairperson of the Fixed Income Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since August 2006); formerly, Managing Director, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management, President, various Morgan Stanley Funds (June 1998-March 2000) and Principal, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management (August 1997-December 1999).

 

98

 

Director of certain investment funds managed or sponsored by Aetos Capital, LLC. Director of Sanitized AG and Sanitized Marketing AG (specialty chemicals).

 
Michael E. Nugent (77)
522 Fifth Avenue
New York, NY 10036
 

Chairperson of the Board and Director

 

Chairperson of the Boards since July 2006 and Director since July 1991

 

Chairperson of the Boards of various Morgan Stanley Funds (since July 2006); Chairperson of the Closed-End Fund Committee (since June 2012) and Director or Trustee of various Morgan Stanley Funds (since July 1991); formerly, Chairperson of the Insurance Committee (until July 2006); General Partner, Triumph Capital, L.P. (private investment partnership) (1988-2013)

 

100

 

None.

 
W. Allen Reed (66)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036
 

Director

 

Since August 2006

 

Chairperson of the Equity Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since August 2006); formerly, President and CEO of General Motors Asset Management; Chairman and Chief Executive Officer of the GM Trust Bank and Corporate Vice President of General Motors Corporation (August 1994-December 2005).

 

98

 

Director of Temple-Inland Industries (packaging and forest products); Director of Legg Mason, Inc. and Director of the Auburn University Foundation.

 
Fergus Reid (81)
c/o Joe Pietryka, Inc.
85 Charles Colman Blvd.
Pawling, NY 12564
 

Director

 

Since June 1992

 

Chairman, Joe Pietryka, Inc.; Chairperson of the Governance Committee and Director or Trustee of various Morgan Stanley Funds (since June 1992).

 

101

 

Through December 31, 2012, Trustee and Director of certain Investment companies in the JP Morgan Fund Complex.

 


33



The Thai Fund, Inc.

December 31, 2013

Director and Officer Information (unaudited) (cont'd)

Interested Director:

Name, Age and Address of
Interested Director
  Position(s)
Held with
Registrant
  Length of
Time
Served*
 

Principal Occupation(s) During Past 5 Years

  Number of
Portfolios in
Fund
Complex
Overseen
by
Interested
Director**
  Other Directorships Held by
Interested Director***
 
James F. Higgins (66)
One New York Plaza
New York, New York 10004
 

Director

 

Since June 2000

 

Director or Trustee of various Morgan Stanley Funds (since June 2000); Senior Advisor of Morgan Stanley (since August 2000).

 

99

 

Formerly, Director of AXA Financial, Inc. and AXA Equitable Life Insurance Company (2002-2011) and Director of AXA MONY Life Insurance Company and AXA MONY Life Insurance Company of America (2004-2011).

 

*  Each Director serves an indefinite term, until his or her successor is elected.

**  The Fund Complex includes (as of December 31, 2013) all open-end and closed-end funds (including all of their portfolios) advised by Morgan Stanley Investment Management Inc. (the "Adviser") and any funds that have an adviser that is an affiliated person of the Adviser (including, but not limited to, Morgan Stanley AIP GP LP).

***  This includes any directorships at public companies and registered investment companies held by the Director at any time during the past five years.


34



The Thai Fund, Inc.

December 31, 2013

Director and Officer Information (unaudited) (cont'd)

Executive Officers:

Name, Age and Address of Executive Officer

  Position(s)
Held with
Registrant
  Length of
Time Served*
 

Principal Occupation(s) During Past 5 Years

 
John H. Gernon (50)
522 Fifth Avenue
New York, NY 10036
 

President and Principal Executive Officer — Equity, Fixed Income and AIP Funds

 

Since September 2013

 

President and Principal Executive Officer of the Equity and Fixed Income Funds and the Morgan Stanley AIP Funds (since September 2013) in the Fund Complex. Managing Director of the Adviser.

 
Stefanie V. Chang Yu (47)
522 Fifth Avenue
New York, NY 10036
 

Chief Compliance Officer

  Since
January 2014
 

Managing Director of the Adviser and various entities affiliated with the Adviser; Chief Compliance Officer of various Morgan Stanley Funds and the Adviser (since January 2014). Formerly, Vice President of various Morgan Stanley Funds (December 1997-January 2014),

 
Joseph C. Benedetti (48)
522 Fifth Avenue
New York, NY 10036
 

Vice President

  Since
January 2014
 

Managing Director of the Adviser and various entities affiliated with the Adviser; Vice President of various Morgan Stanley Funds (since January 2014). Formerly, Assistant Secretary of various Morgan Stanley Funds (October 2004-January 2014).

 
Francis J. Smith (48)
522 Fifth Avenue
New York, NY 10036
 

Treasurer and Principal Financial Officer

 

Treasurer since July 2003 and Principal Financial Officer since September 2002

 

Executive Director of the Adviser and various entities affiliated with the Adviser; Treasurer and Principal Financial Officer of various Morgan Stanley Funds (since July 2003).

 
Mary E. Mullin (46)
522 Fifth Avenue
New York, NY 10036
 

Secretary

  Since
June 1999
   

*  Each officer serves an indefinite term, until his or her successor is elected.


35




 

Item 2.  Code of Ethics.

 

(a)                                 The Trust/Fund has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Trust/Fund or a third party.

 

(b)                                 No information need be disclosed pursuant to this paragraph.

 

(c)                                  Not applicable.

 

(d)                                 Not applicable.

 

(e)                                  Not applicable.

 

(f)

 

(1)                                 The Trust/Fund’s Code of Ethics is attached hereto as Exhibit  12 A.

 

(2)                                 Not applicable.

 

(3)                                 Not applicable.

 

Item 3.  Audit Committee Financial Expert.

 

The Fund’s Board of Trustees has determined that Joseph J. Kearns, an “independent” Trustee, is an “audit committee financial expert” serving on its audit committee. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.

 

Item 4.  Principal Accountant Fees and Services.

 

(a)(b)(c)(d) and (g).  Based on fees billed for the periods shown:

 



 

2013

 

 

 

Registrant

 

Covered Entities(1)

 

Audit Fees

 

$

55,696

 

N/A

 

 

 

 

 

 

 

Non-Audit Fees

 

 

 

 

 

Audit-Related Fees

 

$

 

(2)

$

 

(2)

Tax Fees

 

$

3,765

(3)

$

7,772,493

(4)

All Other Fees

 

$

 

 

$

101,000

(5)

Total Non-Audit Fees

 

$

3,765

 

$

7,873,493

 

 

 

 

 

 

 

Total

 

$

59,461

 

$

7,873,493

 

 

2012

 

 

 

Registrant

 

Covered Entities(1)

 

Audit Fees

 

$

53,800

 

N/A

 

 

 

 

 

 

 

Non-Audit Fees

 

 

 

 

 

Audit-Related Fees

 

$

 

(2)

$

 

(2)

Tax Fees

 

$

3,380

(3)

$

3,789,467

(4)

All Other Fees

 

$

 

 

$

723,998

(5)

Total Non-Audit Fees

 

$

3,380

 

$

4,513,465

 

 

 

 

 

 

 

Total

 

$

57,180

 

$

4,513,465

 

 


N/A- Not applicable, as not required by Item 4.

 

(1)         Covered Entities include the Adviser (excluding sub-advisors) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant.

(2)         Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements of the Covered Entities’ and funds advised by the Adviser or its affiliates, specifically data verification and agreed-upon procedures related to asset securitizations and agreed-upon procedures engagements.

(3)         Tax Fees represent tax compliance, tax planning and tax advice services provided in connection with the preparation and review of the Registrant’s tax returns.

(4)         Tax Fees represent tax compliance, tax planning and tax advice services provided in connection with the review of Covered Entities’ tax returns.

(5)         All other fees represent project management for future business applications and improving business and operational processes.

 



 

(e)(1) The audit committee’s pre-approval policies and procedures are as follows:

 

APPENDIX A

 

AUDIT COMMITTEE

AUDIT AND NON-AUDIT SERVICES

PRE-APPROVAL POLICY AND PROCEDURES

OF THE

MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

 

AS ADOPTED AND AMENDED JULY 23, 2004,(1)

 

1.              Statement of Principles

 

The Audit Committee of the Board is required to review and, in its sole discretion, pre-approve all Covered Services to be provided by the Independent Auditors to the Fund and Covered Entities in order to assure that services performed by the Independent Auditors do not impair the auditor’s independence from the Fund.

 

The SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee’s administration of the engagement of the independent auditor.  The SEC’s rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid.  Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”); or require the specific pre-approval of the Audit Committee or its delegate (“specific pre-approval”).  The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the Independent Auditors.  As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee (or by any member of the Audit Committee to which pre-approval authority has been delegated) if it is to be provided by the Independent Auditors.  Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.

 

The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services that have the general pre-approval of the Audit Committee.  The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers and provides a different period and states otherwise.  The Audit Committee will annually review and pre-approve the services that may be provided by the Independent Auditors without obtaining specific pre-approval from the Audit Committee.  The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.

 


(1)                                 This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and Procedures (the “Policy”), adopted as of the date above, supersedes and replaces all prior versions that may have been adopted from time to time.

 



 

The purpose of this Policy is to set forth the policy and procedures by which the Audit Committee intends to fulfill its responsibilities.  It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the Independent Auditors to management.

 

The Fund’s Independent Auditors have reviewed this Policy and believes that implementation of the Policy will not adversely affect the Independent Auditors’ independence.

 

2.              Delegation

 

As provided in the Act and the SEC’s rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members.  The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

 

3.              Audit Services

 

The annual Audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee.  Audit services include the annual financial statement audit and other procedures required to be performed by the Independent Auditors to be able to form an opinion on the Fund’s financial statements.  These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit.  The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items.

 

In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the Independent Auditors reasonably can provide.  Other Audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

 

The Audit Committee has pre-approved the Audit services in Appendix B.1.  All other Audit services not listed in Appendix B.1 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

 

4.              Audit-related Services

 

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements and, to the extent they are Covered Services, the Covered Entities or that are traditionally performed by the Independent Auditors.  Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant general pre-approval to Audit-related services.  Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters

 



 

not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Forms N-SAR and/or N-CSR.

 

The Audit Committee has pre-approved the Audit-related services in Appendix B.2.  All other Audit-related services not listed in Appendix B.2 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

 

5.              Tax Services

 

The Audit Committee believes that the Independent Auditors can provide Tax services to the Fund and, to the extent they are Covered Services, the Covered Entities, such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the Independent Auditors may provide such services.

 

Pursuant to the preceding paragraph, the Audit Committee has pre-approved the Tax Services in Appendix B.3.  All Tax services in Appendix B.3 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

 

6.              All Other Services

 

The Audit Committee believes, based on the SEC’s rules prohibiting the Independent Auditors from providing specific non-audit services, that other types of non-audit services are permitted.  Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.

 

The Audit Committee has pre-approved the All Other services in Appendix B.4.  Permissible All Other services not listed in Appendix B.4 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

 

7.              Pre-Approval Fee Levels or Budgeted Amounts

 

Pre-approval fee levels or budgeted amounts for all services to be provided by the Independent Auditors will be established annually by the Audit Committee.  Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee.  The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services.

 

8.              Procedures

 

All requests or applications for services to be provided by the Independent Auditors that do not require specific approval by the Audit Committee will be submitted to the Fund’s Chief Financial Officer and must include a detailed description of the services to be

 



 

rendered.  The Fund’s Chief Financial Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee.  The Audit Committee will be informed on a timely basis of any such services rendered by the Independent Auditors.  Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the Independent Auditors and the Fund’s Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

 

The Audit Committee has designated the Fund’s Chief Financial Officer to monitor the performance of all services provided by the Independent Auditors and to determine whether such services are in compliance with this Policy.  The Fund’s Chief Financial Officer will report to the Audit Committee on a periodic basis on the results of its monitoring.  Both the Fund’s Chief Financial Officer and management will immediately report to the chairman of the Audit Committee any breach of this Policy that comes to the attention of the Fund’s Chief Financial Officer or any member of management.

 

9.              Additional Requirements

 

The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the Independent Auditors and to assure the auditor’s independence from the Fund, such as reviewing a formal written statement from the Independent Auditors delineating all relationships between the Independent Auditors and the Fund, consistent with Independence Standards Board No. 1, and discussing with the Independent Auditors its methods and procedures for ensuring independence.

 

10.       Covered Entities

 

Covered Entities include the Fund’s investment adviser(s) and any entity controlling, controlled by or under common control with the Fund’s investment adviser(s) that provides ongoing services to the Fund(s).  Beginning with non-audit service contracts entered into on or after May 6, 2003, the Fund’s audit committee must pre-approve non-audit services provided not only to the Fund but also to the Covered Entities if the engagements relate directly to the operations and financial reporting of the Fund.  This list of Covered Entities would include:

 

Morgan Stanley Retail Funds

Morgan Stanley Investment Advisors Inc.

Morgan Stanley & Co. Incorporated

Morgan Stanley DW Inc.

Morgan Stanley Investment Management Inc.

Morgan Stanley Investment Management Limited

Morgan Stanley Investment Management Private Limited

Morgan Stanley Asset & Investment Trust Management Co., Limited

Morgan Stanley Investment Management Company

Morgan Stanley Services Company, Inc.

Morgan Stanley Distributors Inc.

Morgan Stanley Trust FSB

 



 

Morgan Stanley Institutional Funds

Morgan Stanley Investment Management Inc.

Morgan Stanley Investment Advisors Inc.

Morgan Stanley Investment Management Limited

Morgan Stanley Investment Management Private Limited

Morgan Stanley Asset & Investment Trust Management Co., Limited

Morgan Stanley Investment Management Company

Morgan Stanley & Co. Incorporated

Morgan Stanley Distribution, Inc.

Morgan Stanley AIP GP LP

Morgan Stanley Alternative Investment Partners LP

 

(e)(2)  Beginning with non-audit service contracts entered into on or after May 6, 2003, the audit committee also is required to pre-approve services to Covered Entities to the extent that the services are determined to have a direct impact on the operations or financial reporting of the Registrant. 100% of such services were pre-approved by the audit committee pursuant to the Audit Committee’s pre-approval policies and procedures (attached hereto).

 

(f)     Not applicable.

 

(g)    See table above.

 

(h)    The audit committee of the Board of Trustees has considered whether the provision of services other than audit services performed by the auditors to the Registrant and Covered Entities is compatible with maintaining the auditors’ independence in performing audit services.

 

Item 5. Audit Committee of Listed Registrants.

 

(a) The Fund has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act whose members are:

 

Joseph Kearns, Michael Nugent and Allen Reed.

 

(b) Not applicable.

 

Item 6.

 

(a) See Item 1.

 

(b) Not applicable.

 



 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

The Fund/Trust invests in exclusively non-voting securities and therefore this item is not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies

 

The Thai Fund, Inc.

 

FUND MANAGEMENT

 

The Fund is managed by members of the Emerging Markets Equity team.  The team consists of portfolio managers and analysts.  Current members of the team jointly and primarily responsible for the day-to-day management of the Fund’s portfolio are Munib Madni and Samuel Rhee, each a Managing Director of the Sub-Adviser. Mr. Madni has been associated with the Sub-Adviser in an investment management capacity since February 2005 and joined the team managing the Fund in August 2008.   Mr. Rhee has been associated with the Sub-Adviser in an investment management capacity since July 2005 and began managing the Fund in December 2012.

 

The composition of the team may change without notice from time to time.

 

ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER

 

The following information is as of December 31, 2013:

 

Mr. Madni managed six registered investment companies with a total of approximately $2.3 billion in assets; five pooled investment vehicles other than registered investment companies with a total of approximately $2.7 billion in assets; and 19 other accounts with a total of approximately $12.7 billion in assets. Of these other accounts, two accounts with a total of approximately $835.2 million in assets had performance-based fees.

 

Mr. Rhee managed 10 registered investment companies with a total of approximately $3.5 billion in assets; five pooled investment vehicles other than registered investment companies with a total of approximately $2.7 billion in assets; and 20 other accounts with a total of approximately $14.0 billion in assets.  Of these other accounts, three accounts with a total of approximately $2.1 billion in assets had performance-based fees.

 

Because the portfolio managers may manage assets for other investment companies, pooled investment vehicles and/or other accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, the Adviser and/or Sub-Adviser may receive fees from certain accounts that are higher than the fee it receives from the Fund, or it may receive a performance-based fee on certain accounts. In those

 



 

instances, the portfolio manager may have an incentive to favor the higher and/or performance-based fee accounts over the Fund.  In addition, a conflict of interest could exist to the extent the Adviser and/or Sub-Adviser has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in the Adviser’s  and/or Sub-Adviser’s employee benefits and/or deferred compensation plans.  The portfolio managers may have an incentive to favor these accounts over others.  If the Adviser and/or Sub-Adviser manages accounts that engage in short sales of securities of the type in which the Fund invests, the Adviser and/or Sub-Adviser could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.  The Adviser and Sub-Adviser have adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

 

PORTFOLIO MANAGER COMPENSATION STRUCTURE

 

Morgan Stanley’s compensation structure is based on a total reward system of base salary and incentive compensation which is paid partially as a cash bonus and partially as mandatory deferred compensation.  Deferred compensation may be granted as deferred cash under the Adviser’s Investment Management Alignment Plan (“IMAP”), as an equity-based award or it may be granted under other plans as determined annually by Morgan Stanley’s Compensation, Management Development and Succession Committee subject to vesting and other conditions.

 

Base salary compensation. Generally, portfolio managers receive base salary compensation based on the level of their position with the Adviser and/or Sub-Adviser.

 

Incentive compensation.  In addition to base compensation, portfolio managers may receive discretionary year-end compensation.  Incentive compensation may include:

 

·              Cash Bonus.

 

·              Deferred Compensation:

 

·A mandatory program that defers a portion of incentive compensation into restricted stock units or other awards based on Morgan Stanley common stock or other plans that are subject to vesting and other conditions.

 

·IMAP is a mandatory program that defers a portion of incentive compensation and notionally invests it in designated funds advised by the Adviser or its affiliates.  The award is subject to vesting and other conditions.  Portfolio managers must notionally invest a minimum of 25% to a maximum of 100% of their IMAP deferral account into a combination of the designated funds they manage that are included in the IMAP fund menu, which may or may not include the Fund.

 



 

All deferred compensation awards are subject to clawback provisions where awards can be cancelled, in whole or in part, if any employee takes any action, or omits to take any action which; causes a restatement of Morgan Stanley’s consolidated financial results; constitutes a violation by the portfolio manager of Morgan Stanley’s Global Risk Management Principles, Policies and Standards; or constitutes violation of internal risk and control policies involving a subsequent loss.

 

Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. These factors include:

 

·              Revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager.

 

·              The investment performance of the funds/accounts managed by the portfolio manager.

 

·              Contribution to the business objectives of the Adviser and/or Sub-Adviser.

 

·              The dollar amount of assets managed by the portfolio manager.

 

·              Market compensation survey research by independent third parties.

 

·              Other qualitative factors, such as contributions to client objectives.

 

·              Performance of Morgan Stanley and Morgan Stanley Investment Management, and the overall performance of the investment team(s) of which the portfolio manager is a member.

 

SECURITIES OWNERSHIP OF PORTFOLIO MANAGERS

 

As of December 31, 2013, the portfolio managers did not own any shares of the Fund.

 



 

Item 9. Closed-End Fund Repurchases

 

REGISTRANT PURCHASE OF EQUITY SECURITIES

 

Period

 

(a) Total
Number of
Shares (or
Units)
Purchased

 

(b) Average
Price Paid per
Share (or Unit)

 

(c) Total
Number of
Shares (or
Units)
Purchased as
Part of Publicly
Announced
Plans or
Programs

 

(d) Maximum
Number (or
Approximate
Dollar Value)
of Shares (or
Units) that May
Yet Be
Purchased
Under the Plans
or Programs

 

September 2013

 

2,264,413

 

22.83

 

N/A

 

N/A

 

Total

 

2,264,413

 

 

 

N/A

 

N/A

 

 

Item 10. Submission of Matters to a Vote of Security Holders

 

Not applicable.

 

Item 11. Controls and Procedures

 

(a)  The Trust’s/Fund’s principal executive officer and principal financial officer have concluded that the Trust’s/Fund’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Trust/Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

 

(b)  There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 



 

Item 12. Exhibits

 

(a) The Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto.

 

(b) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto as part of EX-99.CERT.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

The Thai Fund, Inc.

 

/s/ John H. Gernon

 

John H. Gernon

 

Principal Executive Officer

 

February 19, 2014

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ John H. Gernon

 

John H. Gernon

 

Principal Executive Officer

 

February 19, 2014

 

 

 

/s/ Francis Smith

 

Francis Smith

 

Principal Financial Officer

 

February 19, 2014