345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
The Korea Fund, Inc.
August 26, 1996
To the Stockholders:
The Annual Meeting of Stockholders of The Korea Fund, Inc. (the "Fund") is
to be held at 10:30 a.m., eastern time, on Monday, October 7, 1996, at the
offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st
Street), New York, New York 10154. Stockholders who are unable to attend this
meeting are strongly encouraged to vote by proxy, which is customary in
corporate meetings of this kind. A Proxy Statement regarding the meeting, a
proxy card for your vote at the meeting and an envelope--postage prepaid--in
which to return your proxy are enclosed.
At the Annual Meeting, the stockholders will elect three Directors and
consider the ratification of the selection of Coopers & Lybrand L.L.P. as the
Fund's independent accountants. In addition, the stockholders present will hear
a report on the Fund. There will be an opportunity to discuss matters of
interest to you as a stockholder.
Your Fund's Directors recommend that you vote in favor of each of the
foregoing matters.
Respectfully,
/s/Nicholas Bratt /s/Juris Padegs
Nicholas Bratt Juris Padegs
President Chairman of the Board
STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
<PAGE>
THE KOREA FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
The Korea Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of The Korea Fund,
Inc. (the "Fund") has been called to be held at the offices of Scudder, Stevens
& Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New York
10154, on Monday, October 7, 1996 at 10:30 a.m., eastern time, for the following
purposes:
(1) To elect three Directors of the Fund to hold office for a term
of three years or until their respective successors shall have been duly
elected and qualified.
(2) To ratify or reject the action taken by the Board of Directors
in selecting Coopers & Lybrand L.L.P. as independent accountants for the
fiscal year ending June 30, 1997.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on August 19, 1996 are entitled to vote at the meeting or any
adjournments thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
August 26, 1996
IMPORTANT--We urge you to sign and date the enclosed proxy card and return it in
the enclosed addressed envelope which requires no postage and is intended for
your convenience. Your prompt return of the enclosed proxy card may save the
Fund the necessity and expense of further solicitations to ensure a quorum at
the Annual Meeting. If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
<PAGE>
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Korea Fund, Inc. (the "Fund") for use
at the Annual Meeting of Stockholders, to be held at the offices of Scudder,
Stevens & Clark, Inc. ("Scudder"), 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on Monday, October 7, 1996 at 10:30 a.m., eastern
time, and at any adjournments thereof (collectively, the "Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are
first being mailed to stockholders on or about August 26, 1996 or as soon as
practicable thereafter. Any stockholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Fund, 345 Park Avenue, New York, New York 10154) or in person at the Meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made, for each
proposal referred to in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.
Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on, the vote for proposals (1) and (2) which require the
approval of a majority of shares voting at the Meeting.
Holders of record of the common stock of the Fund at the close of business
on August 19, 1996 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 37,188,527 shares
of common stock outstanding on the Record Date.
(1) ELECTION OF DIRECTORS
Persons named in the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the three
nominees listed below as Directors of the Fund (Class II) to serve for a term of
three years, or until their successors are duly elected and qualified. All
nominees have consented to stand for election and to serve if elected. If any
such nominee should be unable to serve, an event not now anticipated, the
proxies will be voted for such person, if any, as shall be designated by the
Board of Directors to replace any such nominee.
1
<PAGE>
Information Concerning Nominees
The following table sets forth certain information concerning each of the
three nominees as a Director of the Fund. Except for Mr. Callander, each of the
nominees is now a Director of the Fund. Unless otherwise noted, each of the
nominees has engaged in the principal occupation listed in the following table
for more than five years, but not necessarily in the same capacity.
Class II
Nominees to serve until 1999 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if any; Shares
Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director June 30, 1996(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
Robert J. Callander (65) Director, ARAMARK Corporation, Barnes -- -- --
Group Inc., Beneficial Corporation,
and Omnicom Group, Inc.; Member,
Council on Foreign Relations;
Managing Director, Metropolitan Opera
Association; Trustee, Drew
University; and Visiting
Professor/Executive-in-Residence,
Columbia Business School, Columbia
University (until 1995). Mr.
Callander serves on the boards of an
additional three funds managed by
Scudder.
William H. Gleysteen, Consultant; and President, The Japan 1984 732 less than
Jr. (70) Society, Inc. (until 1995). 1/4 of 1%
Mr. Gleysteen serves on the boards of
an additional 12 funds managed by
Scudder.
Tai Ho Lee (73) Chairman, Imjung Research Institute 1984 -- --
(1992-present); and President and
Chief Executive Officer, Hanjin
Investment & Securities Co., Ltd.
(1990-1991).
</TABLE>
2
<PAGE>
Information Concerning Continuing Directors
The Board of Directors is divided into three classes with each Director
serving for a term of three years. The terms of Classes III and I do not expire
this year. The following table sets forth certain information regarding the
Directors in such classes. Unless otherwise noted, each Director has engaged in
the principal occupation listed in the following table for more than five years,
but not necessarily in the same capacity.
Class III
Directors serving until 1997 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if any; Shares
Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director June 30, 1996(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
Nicholas Bratt (48)*+ President; Managing Director of 1984 2,341(2) less than
Scudder, Stevens & Clark, Inc. Mr. 1/4 of 1%
Bratt serves on the boards of
an additional 15 funds managed by
Scudder.
Dr. Sang C. Lee (55) President, Hyundai Plasma Display 1988 -- --
Division of Hyundai Electronics
America; President and Chief
Executive Officer, Spectron
Corporation of America, LLC,
(technology company) (1994-present);
Chairman, International Cooperative
Ventures, Inc., (consulting company)
(1992-present); Chairman of the
Boards, Markwood, Inc., Hub City,
Inc., Brocker Manufacturing, Inc.,
(portfolio companies of PITCAIRN
GROUP L.P.) (1989-1992).
Dr. Wilson Nolen (69) Consultant; Trustee, Cultural 1984 18,689 (3) less than
Institutions Retirement Fund, Inc.; 1/4 of 1%
and Director, Ecohealth, Inc.
(biotechnology company) (until 1996).
Dr. Nolen serves on the boards
of an additional 18 funds managed
by Scudder.
</TABLE>
3
<PAGE>
Class I
Directors serving until 1998 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if any; Shares
Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director June 30, 1996(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
Juris Padegs (64)*+ Chairman; Managing Director of 1991 1,484 less than
Scudder, Stevens & Clark, Inc. 1/4 of 1%
Mr. Padegs serves on the boards
of an additional 27 funds
managed by Scudder.
Chang-Hee Kim (59)* Vice Chairman; President and Chief 1990 -- --
Executive Officer, Daewoo
Securities Co., Ltd.(1984-present);
Chairman, The Korea Stock
Market Stabilization Fund; and
Vice Chairman, The Korea
Securities Dealers Association.
Hugh T. Patrick (66) R. D. Calkins Professor of 1995 12,575 less than
International Business, Graduate 1/4 of 1%
School of Business, Columbia
University; Director, Center on
Japanese Economy and Business,
Columbia University; Co-Director,
APEC Study Center, Columbia
University; and Director, Japan
Society. Mr. Patrick currently
serves on the board of one
additional fund managed by Scudder.
All Directors and Officers as a group 40,329(4)(5) less than
1/4 of 1%
- --------------------------
<FN>
* Directors considered by the Fund and its counsel to be "interested persons"
(which as used in this proxy statement is as defined in the Investment
Company Act of 1940) of the Fund or of the Fund's investment manager or
Korean adviser. Messrs. Bratt and Padegs are deemed to be interested
persons because of their affiliation with the Fund's investment manager,
Scudder, Stevens & Clark, Inc., or because they are Officers of the Fund or
both. Mr. Kim is deemed to be an interested person because of his
affiliation with the Fund's Korean adviser, Daewoo Capital Management Co.,
Ltd., which is a wholly owned subsidiary of Daewoo Securities Co., Ltd., or
because he is an Officer of the Fund or both.
4
<PAGE>
+ Messrs. Bratt and Padegs are members of the Executive Committee of the
Fund.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors. Unless otherwise noted, beneficial ownership
is based on sole voting and investment power.
(2) Mr. Bratt's total includes 1,293 shares held by members of his family as to
which he shares voting and investment power.
(3) Dr. Nolen's total includes 6,375 shares held in trust for his benefit.
(4) Of which 32,661 shares are Hheld with sole investment and voting power and
7,668 shares are held with shared investment or voting power.
(5) The total for the group includes 4,508 shares held by Mr. Lear.
</FN>
</TABLE>
Section 30(f) of the Investment Company Act of 1940 (the "1940 Act"), as
applied to a fund, requires the fund's officers, directors, investment manager
or adviser, affiliates of the investment manager or adviser, and persons who
beneficially own more than ten percent of a registered class of the fund's
outstanding securities ("Reporting Persons"), to file reports of ownership of
the fund's securities and changes in such ownership with the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange. Such persons
are required by SEC regulations to furnish the fund with copies of all such
filings.
Based solely upon its review of the copies of such forms received by it,
and written representations from certain Reporting Persons that no year-end
reports were required for those persons, the Fund believes that during the
fiscal year ended June 30, 1996, all filing requirements applicable to its
Reporting Persons were complied with except that Form 3 on behalf of several new
subsidiaries of Scudder was filed late.
According to a filing with the SEC on Schedule 13G on January 22, 1996, BEA
Associates, 153 East 53rd Street, New York, New York, reported (and disclaimed)
beneficial ownership of 2,506,062 shares (6.79% of the Fund's outstanding stock)
held in discretionary accounts managed by BEA Associates.
Except as noted above, to the best of the Fund's knowledge, as of June 30,
1996, no other person owned beneficially more than 5% of the Fund's outstanding
shares.
Emeritus Founding Director
Robert W. Lear has chosen not to stand for re-election as a director of the
Fund. The Board of Directors elected him at the Board Meeting on July 23, 1996
as Emeritus Founding Director. Emeritus directors are invited to attend all
Board meetings and to participate in Board discussions, but are not entitled to
vote on any matter presented to the Board.
Committees of the Board--Board Meetings
The Board of Directors of the Fund met six times during the fiscal year
ended June 30, 1996. Each Director attended at least 75% of the total number of
meetings of the Board of Directors and of all committees of the Board on which
they served as regular members, except Mr. Bratt and Mr. Tai Ho Lee who each
attended 71% and Mr. Chang-Hee Kim who attended 40% of the meetings of the Board
of Directors and related committees on which each serves.
5
<PAGE>
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Special Nominating Committee. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Board has an Audit Committee consisting of Messrs. Gleysteen, Lear,
Sang C. Lee, Tai Ho Lee, Nolen and Patrick, the Directors who are not interested
persons of the Fund, of Scudder, or of Daewoo Capital Management Co., Ltd.
("Noninterested Directors"), as defined in the 1940 Act. The Audit Committee met
once, on October 11, 1995, during the Fund's last fiscal year. The Audit
Committee reviews with management and the independent accountants for the Fund,
among other things, the scope of the audit and the controls of the Fund and its
agents, reviews and approves in advance the type of services to be rendered by
independent accountants, recommends the selection of independent accountants for
the Fund to the Board and in general, considers and reports to the Board on
matters regarding the Fund's accounting and bookkeeping practices.
Nominating Committee
The Board has a Special Nominating Committee consisting of Noninterested
Directors. The Committee is charged with the duty of making all nominations for
Noninterested Directors. Stockholders' recommendations as to nominees received
by management are referred to the Committee for its consideration and action.
The Committee most recently met on April 16, 1996 to consider and to nominate
the nominees set forth above.
Executive Officers
In addition to Messrs. Bratt, Padegs and Kim, who are Directors and
Officers of the Fund, the following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
<S> <C> <C>
Jerard K. Hartman (63) Vice President; Managing Director of 1986
Scudder, Stevens & Clark, Inc.
Kun-Ho Hwang (45) Vice President; Director, Planning Department of Daewoo 1984
Securities Co., Ltd.
Young H. Kim (40) Vice President; President of Daewoo 1995
Securities (America) Inc.
David S. Lee (62) Vice President; Managing Director of 1984
Scudder, Stevens & Clark, Inc.
John J. Lee (38) Vice President; Principal of 1994
Scudder, Stevens & Clark, Inc.
Thomas F. McDonough (49) Secretary and Assistant Treasurer; Principal of 1984
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (42) Treasurer; Managing Director of Scudder, 1990
Stevens & Clark, Inc.
Edward J. O'Connell (51) Vice President and Assistant Treasurer; Principal of 1984
Scudder, Stevens & Clark, Inc.
Dong Wook Park (49) Vice President; Director of Daewoo Capital Management 1986
Co., Ltd.
6
<PAGE>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
Kathryn L. Quirk (43) Vice President and Assistant Secretary; Managing 1991
Director of Scudder, Stevens & Clark, Inc.
Coleen Downs Dinneen (35) Assistant Secretary; Vice President of Scudder, Stevens 1992
& Clark, Inc.
<FN>
(1) Unless otherwise stated, all the Executive Officers have been associated
with their respective companies for more than five years, although not
necessarily in the same capacity.
(2) The President, Treasurer and Secretary each hold office until his or her
successor has been duly elected and qualified, and all other Officers hold
offices in accordance with the By-Laws of the Fund.
</FN>
</TABLE>
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder or Daewoo Capital Management Co., Ltd. ("Daewoo") was $123,343,
including expenses, during the fiscal year ended June 30, 1996. Each such
unaffiliated Director currently receives fees paid by the Fund of $750 per
Directors' meeting attended and an annual Director's fee of $6,000. Each
Director also receives $250 per committee meeting attended (other than Audit
Committee meetings, for which such Director receives a fee of $750). Scudder
supervises the Fund's investments, pays the compensation and certain expenses of
its personnel who serve as Directors and Officers of the Fund and receives a
management fee for its services. Several of the Fund's Officers and Directors
are also officers, directors, employees or stockholders of Scudder and
participate in the fees paid to that firm although the Fund makes no direct
payments to them other than for reimbursement of travel expenses in connection
with the attendance of Directors' and committee meetings.
Daewoo, which acts as Korean Adviser, pays the compensation and certain
expenses of the personnel of Daewoo who serve as Directors or Officers of the
Fund. The Fund will make no direct payments other than for reimbursement of
travel expenses for one director, officer or employee of Daewoo or any of its
affiliates who is not a resident in the United States and travel expenses of any
other director, officer or employee of Daewoo or any of its affiliates who is a
resident in the United States, in connection with the attendance of Board of
Directors and committee meetings.
The following Compensation Table provides, in tabular form, the following
data:
Column (1): All Directors who receive compensation from the Fund.
Column (2): Aggregate compensation received by a Director from the Fund.
Columns (3) and (4): Pension or retirement benefits accrued or proposed to be
paid by the Fund Complex. The Fund does not pay its Directors such benefits.
Column (5): Total compensation received by a Director from the Fund, plus
compensation received from all funds for which a Director serves. The total
number of funds from which a Director receives such compensation is also
provided in column (5). Generally, compensation received by a Director for
serving on the Board of a closed-end fund is greater than the compensation
received by a Director for serving on an open-end fund.
7
<PAGE>
Compensation Table
for the year ended December 31, 1995
------------------------------------
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Pension or Retirement Estimated Total Compensation
Aggregate Benefits Accrued As Annual Benefits From the Fund and
Name of Person, Compensation Part of Fund Upon Fund Complex
Position from the Fund Complex Expenses Retirement Paid to Director
-------- ------------- ---------------- ---------- ----------------
<S> <C> <C> <C> <C>
William H. Gleysteen, Jr., $13,250 $4,133+++ $3,000+++ $134,650
Director (12 funds**)
Robert W. Lear, $14,000 N/A N/A $40,850
Director (10 funds@)
Dr. Sang C. Lee, $14,000 N/A N/A $14,000
Director (1 fund)
Tai Ho Lee, $12,250 N/A N/A $12,250
Director (1 fund)
Dr. Wilson Nolen, $14,500 N/A N/A $148,342
Director (16 funds**)
Hugh T. Patrick*, $2,087 N/A N/A $14,337
Director (2 funds)
Sidney M. Robbins*, $12,500 N/A N/A $12,500
Emeritus Founding Director# (1 fund)
<FN>
+++ Retirement benefits accrued and proposed to be paid as additional
compensation for serving on the Board of The Japan Fund, Inc.
* In 1995, Mr. Robbins served as a Director of the Fund from January 1 until
October 11 on which date he chose not to stand for re-election and Mr. Patrick
served as Director in 1995 from October 11 until December 31.
** This does not include membership on the Board of Scudder Emerging Markets
Growth Fund, which commenced operations on May 8, 1996.
@ This does not include membership on the Board of Institutional International
Equity Portfolio, a series of Scudder Institutional Fund, Inc., which commenced
operations on April 3, 1996.
# An emeritus founding director's compensation is determined by the Board of
Directors in accordance with the By-Laws of the Fund. Mr. Robbins, as Emeritus
Founding Director, receives an annual fee of $6,000 plus reimbursement for
travel expenses incurred in connection with attendance at the meeting of the
Board scheduled to be held in October 1996 in Korea.
</FN>
</TABLE>
Section 16(a) Reporting
Daewoo Securities (America) Inc., which may be deemed to be an affiliated
person of Daewoo, and so may be subject to reporting requirements under Section
16 of the Securities Exchange Act because of the requirements of Section 30 of
the Investment Company Act (although it disclaims that it is so subject) in
October 1995 reported eighteen transactions in the Fund's common stock that, if
such requirements were applicable, should have been reported earlier.
Required Vote
Election of each of the listed nominees for Director requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders vote in favor of each
of the nominees.
(2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held July 23, 1996, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected Coopers & Lybrand
L.L.P. to act as independent accountants for the Fund for the fiscal year ending
8
<PAGE>
June 30, 1997. Coopers & Lybrand L.L.P. are independent accountants and have
advised the Fund that they have no direct financial interest or material
indirect financial interest in the Fund. One or more representatives of Coopers
& Lybrand L.L.P. are expected to be present at the Meeting and will have an
opportunity to make a statement if they so desire. Such representatives are
expected to be available to respond to appropriate questions posed by
stockholders or management.
The Fund's financial statements for the fiscal year ended June 30, 1996
were audited by Coopers & Lybrand L.L.P. In connection with its audit services,
Coopers & Lybrand L.L.P. reviewed the financial statements included in the
Fund's annual and semiannual reports.
Required Vote
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders ratify the selection of
Coopers & Lybrand L.L.P.
as independent accountants.
Investment Manager
Scudder is a Delaware corporation. Daniel Pierce* is the Chairman of the
Board of Scudder. Edmond D. Villani# is President and Chief Executive Officer of
Scudder. Stephen R. Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#, E. Michael
Brown*, Mark S. Casady*, Linda C. Coughlin*, Margaret D. Hadzima*, Jerard K.
Hartman#, Richard A. Holt@, Dudley H. Ladd*, John T. Packard+++, Kathryn L.
Quirk#, Cornelia M. Small# and Stephen A. Wohler* are the other members of the
Board of Directors of Scudder. The principal occupation of each of the above
named individuals is serving as a Managing Director of Scudder.
All of the outstanding voting and nonvoting securities of Scudder are held
of record by Stephen R. Beckwith, Juris Padegs, Daniel Pierce and Edmond D.
Villani in their capacity as the representatives (the "Representatives") of the
beneficial owners of such securities, pursuant to a Security Holders' Agreement
among Scudder, the beneficial owners of securities of Scudder and such
Representatives. Pursuant to the Security Holders' Agreement, the
Representatives have the right to reallocate shares among the beneficial owners
from time to time. Such reallocations will be at net book value in cash
transactions. All Managing Directors of Scudder own voting and nonvoting stock
and all Principals own nonvoting stock. For the fiscal year ended June 30, 1996,
the Fund paid Scudder an investment management fee of $7,516,289.
Korean Adviser
The Korean Adviser, an investment adviser registered under the United
States Investment Advisers Act of 1940, was organized in February 1988 under the
laws of the Republic of Korea. The Korean Adviser is wholly owned by Daewoo
Securities Co., Ltd., Daewoo Securities Building, 34-3 Youido-dong, Yongdung
po-gu, Seoul, Korea, the largest Korean securities firm in terms of paid-in
capital and revenues in 1994 and an underwriter in the Fund's first four public
offerings. Daewoo Securities Co., Ltd. is affiliated with Daewoo Corporation, a
conglomerate headquartered in Seoul, Korea. Daewoo Corporation and certain
affiliates of Daewoo Corporation own approximately 14.16% of Daewoo Securities
Co., Ltd.
- ---------------------------
* Two International Place, Boston, Massachusetts
# 345 Park Avenue, New York, New York
+++ 101 California Street, San Francisco, California
@ Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois
9
<PAGE>
The Korean Adviser has the following Board of Directors:
<TABLE>
<CAPTION>
Name and Position
with the Korean Adviser Principal Occupation Address
----------------------- -------------------- -------
<S> <C> <C>
Jay-Hee Chun President, Kangsun Apt. 604-107
President Daewoo Capital Juyup-dong 50, Koyang City
Management Co., Ltd. Seoul, Korea
Hee Kang Director, Jamsil-dong
Daewoo Capital 72-307, Songpa-gu
Management Co., Ltd. Seoul, Korea
Sung Kyu Kim Auditor, Chungkok 4-dong
Auditor Daewoo Capital 73-75 3/4
Management Co., Ltd. Sungdong-gu, Kwangjin-gu
Seoul, Korea
Choon Kuk Lee Director, Jinju Apartment C401
Daewoo Capital Yoido-dong, Yungdungpo-gu
Management Co., Ltd. Seoul, Korea
Segeun Lee Executive Vice President, 34-3 Yoido-dong
Executive Vice Daewoo Capital Yungdungpo-ku
President Management Co., Ltd. Seoul, Korea
Choong Nam Myung Director, Kalhyun-dong
Executive Director Daewoo Capital 521-30 Eunpyung-gu
Management Co., Ltd. Seoul, Korea
</TABLE>
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible, Scudder places orders for portfolio
transactions through Scudder Investor Services, Inc. (the "Distributor") (a
corporation registered as a broker/dealer and a subsidiary of Scudder), which in
turn places orders on behalf of the Fund with issuers, underwriters or other
brokers and dealers. The Distributor receives no commissions, fees or other
remuneration from the Fund for this service. Allocation of portfolio
transactions will be supervised by Scudder.
During the fiscal year ended June 30, 1996, Daewoo Securities Co., Ltd.
("Daewoo Securities"), with respect to portfolio transactions for the Fund, was
paid $295,613, which amounted to 13.45% of total brokerage commissions paid. The
Fund's Korean Adviser is a subsidiary of Daewoo Securities.
Other Matters
The Board of Directors does not know of any matters to be brought before
the Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that properly comes before the Meeting
or any adjournments thereof in accordance with their best judgment.
10
<PAGE>
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by
telephone or facsimile by Officers of the Fund or personnel of Scudder. The Fund
has retained Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey, 07072-2586 to assist in the proxy solicitation. The cost
of their services is estimated at $5,500. The expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's Officers or Corporate Investor Communications, Inc., in person, by
telephone or by facsimile will be borne by the Fund. The Fund will reimburse
banks, brokers and other persons holding the Fund's shares registered in their
names or in the names of their nominees, for their expenses incurred in sending
proxy material to and obtaining proxies from the beneficial owners of such
shares.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of Meeting are not received by October 7, 1996, the persons named as
appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Fund.
Stockholder Proposals
Any proposal by a stockholder of the Fund intended to be presented at the
1997 meeting of stockholders of the Fund must be received by Thomas F.
McDonough, Secretary of the Fund, c/o Scudder, Stevens & Clark, Inc., at 345
Park Avenue, New York, New York 10154, not later than April 25, 1997.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
August 26, 1996
11
<PAGE>
<TABLE>
<CAPTION>
PROXY THE KOREA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- October 7, 1996
<C> <C>
The undersigned hereby appoints Juris Padegs, Chang-Hee Kim and Hugh T. Patrick and each of them, the proxies for
the undersigned, with the power of substitution to each of them, to vote all shares of The Korea Fund, Inc. which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of The Korea Fund, Inc. to be held at
the offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154,
on October 7, 1996 at 10:30 a.m., eastern time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will be cast FOR each numbered item listed below.
1. The election of Directors;
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) /_/ to vote for all nominees listed below /_/
Nominees: Robert J. Callander, William H. Gleysteen, Jr., Tai Ho Lee
(INSTRUCTION To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)
2. Ratification of the selection of Coopers & Lybrand L.L.P. as independent accountants; FOR /_/ AGAINST /_/ ABSTAIN /_/
<PAGE>
Please sign exactly as your name or names appear.
When signing as attorney, executor, administrator, trustee
or guardian, please give your full title as such.
-----------------------------------------------------------
(Signature of Shareholder)
-----------------------------------------------------------
(Signature of join owner, if any)
Date , 1996
---------------------------------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
</TABLE>
