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008 D010001 NEW YORK
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008 D030001 10154
008 A000002 DAEWOO CAPITAL MANAGEMENT CO., LTD.
008 B000002 S
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008 D010002 SEOUL
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SIGNATURE THOMAS F. MCDONOUGH
TITLE SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the The
Korea Fund, Inc. Semi annual Report for the six months ended 12/31/97 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 0
<NAME> The Korea Fund, Inc.
<S> <C>
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<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 429,085,443
<INVESTMENTS-AT-VALUE> 191,939,309
<RECEIVABLES> 373,623
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<ACCUMULATED-NET-GAINS> (85,692,128)
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<NET-ASSETS> 221,864,894
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</TABLE>
The Korea Fund, Inc.
Stockholder Meeting Results
================================================================================
A Special Meeting of Stockholders (the "Meeting") of The Korea Fund ("Fund") was
held on October 21, 1997, at the offices of Scudder Kemper Investments, Inc.
(formerly Scudder Stevens & Clark, Inc.), 25th Floor, 345 Park Avenue (at 51st
Street), New York, New York 10154. At the Meeting, as adjourned and reconvened,
the following matters were voted upon by the stockholders (the resulting votes
for each matter are presented below). With regard to these proposals, it was
recommended that the Meeting be reconvened in order to provide stockholders with
an additional opportunity to return their proxies. The date of the reconvened
meeting at which the matters were decided is noted after the proposed matter.
1(A). To approve the new Investment Management, Advisory and Administration
Agreement between the Fund and Scudder Kemper Investments, Inc.
(Approved on October 22, 1997.)
Number of Votes:
For Against Abstain Broker Non-Votes*
26,479,273 176,474 89,868 0
1(B). To approve the new Research and Advisory Agreement between the Fund's
investment manager and Daewoo Capital Management Co., Ltd. (Approved on
October 22, 1997.)
Number of Votes:
For Against Abstain Broker Non-Votes*
26,470,572 188,819 86,224 0
- --------------------------------------------------------------------------------
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary
power to vote on a particular matter.
INVESTMENT ADVISORY, MANAGEMENT AND
ADMINISTRATION AGREEMENT
AGREEMENT, dated and effective as of December 31, 1997 between THE KOREA
FUND, INC., a Maryland corporation (herein referred to as the "Fund"), and
SCUDDER KEMPER INVESTMENTS, INC., a Delaware corporation (herein referred to as
the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is agreed by
the parties as follows:
1. The Manager hereby undertakes and agrees, upon the terms
and conditions herein set forth, (i) to make investment decisions for the Fund,
to prepare and make available to the Fund research and statistical data in
connection therewith and to supervise the acquisition and disposition of
securities by the Fund, including the selection of brokers or dealers to carry
out the transactions, all in accordance with the Fund's investment objectives
and policies and in accordance with guidelines and directions from the Fund's
Board of Directors; (ii) to assist the Fund as it may reasonably request in the
conduct of the Fund's business, subject to the direction and control of the
Fund's Board of Directors; (iii) to maintain or cause to be maintained for the
Fund all books, records, reports and any other information required under the
Investment Company Act of 1940, as amended (the "1940 Act"), and to furnish or
cause to be furnished all required reports or other information under Korean
securities laws, to the extent that such books, records and reports and other
information are not maintained or furnished by the custodian or other agents of
the Fund; (iv) to furnish at the Manager's expense for the use of the Fund such
office space and facilities as the Fund may require for its reasonable needs in
the City of New York and to furnish at the Manager's expense clerical services
in the United States related to research, statistical and investment work; (v)
to render to the Fund administrative services such as preparing reports to and
meeting materials for the Fund's Board of Directors and reports and notices to
stockholders, preparing and making filings with the Securities and Exchange
Commission (the "SEC") and other regulatory and self-regulatory organizations,
including preliminary and definitive proxy materials and post-effective
amendments to the Fund's registration statement on Form N-2 under the Securities
Act of 1933, as amended, and the 1940 Act, as amended from time to time,
providing assistance in certain accounting and tax matters and investor and
public relations, monitoring the valuation of portfolio securities, assisting in
the calculation of net asset value and calculation and payment of distributions
to stockholders, and overseeing arrangements with the Fund's custodian,
including the maintenance of books and records of the Fund; and (vi) to pay the
reasonable salaries, fees and expenses of such of the Fund's officers and
employees (including the Fund's shares of payroll taxes) and any fees and
expenses of such of the Fund's directors as are directors, officers or employees
of the Manager; provided, however, that the Fund, and not the Manager, shall
bear travel expenses (or an appropriate portion thereof) of directors and
officers of the Fund who are directors, officers or employees of the Manager to
the extent that such expenses relate to attendance at meetings of the Board of
Directors of the Fund or any committees thereof or advisors thereto. The Manager
shall bear all expenses arising out of its duties hereunder but shall not be
responsible for any expenses of the Fund other than those specifically allocated
to the Manager in this paragraph 1. In particular, but without limiting the
generality of the foregoing, the Manager shall not be responsible, except to the
extent of the reasonable compensation of such of the Fund's employees as are
<PAGE>
directors, officers or employees of the Manager whose services may be involved,
for the following expenses of the Fund: organization and certain offering
expenses of the Fund (including out-of-pocket expenses, but not including
overhead or employee costs of the Manager or of any one or more organizations
retained by the Fund or by the Manager as Korean adviser of the Fund); fees
payable to the Manager and to any advisor or consultants, including an advisory
board, if applicable; legal expenses; auditing and accounting expenses;
telephone, telex, facsimile, postage and other communication expenses; taxes and
governmental fees; stock exchange listing fees; fees, dues and expenses incurred
by the Fund in connection with membership in investment company trade
organizations; fees and expenses of the Fund's custodians, subcustodians,
transfer agents and registrars; payment for portfolio pricing or valuation
services to pricing agents, accountants, bankers and other specialists, if any;
expenses of preparing share certificates and other expenses in connection with
the issuance, offering, distribution, sale or underwriting of securities issued
by the Fund; expenses of registering or qualifying securities of the Fund for
sale; expenses relating to investor and public relations; freight, insurance and
other charges in connection with the shipment of the Fund's portfolio
securities; brokerage commissions or other costs of acquiring or disposing of
any portfolio securities of the Fund; expenses of preparing and distributing
reports, notices and dividends to stockholders; costs of stationery; costs of
stockholders' and other meetings; litigation expenses; or expenses relating to
the Fund's dividend reinvestment and cash purchase plan (except for brokerage
expenses paid by participants in such plan).
2. In connection with the rendering of the services required
under paragraph 1, the Fund and the Manager have entered into an agreement dated
the date hereof with Daewoo Capital Management Co., Ltd. to furnish investment
advisory services to the Manager pursuant to such agreement. The Manager may
also contract with or consult with such banks, other securities firms or other
parties in Korea or elsewhere as it may deem appropriate to obtain information
and advice, including investment recommendations, advice regarding economic
factors and trends, advice as to currency exchange matters, and clerical and
accounting services and other assistance, but any fee, compensation or expenses
to be paid to any such parties shall be paid by the Manager, and no obligation
shall be incurred on the Fund's behalf in any such respect.
3. The Fund agrees to pay to the Manager in United States
dollars, as full compensation for the services to be rendered and expenses to be
borne by the Manager hereunder, a monthly fee which, on an annual basis, is
equal to 1.15 % per annum of the value of the Fund's net assets up to and
including $50 million; 1.10% per annum of the value of the Fund's net assets on
the next $50 million of assets; 1.00% per annum of the value of the Fund's net
assets on the next $250 million of assets; 0.95% per annum of the value of the
Fund's net assets on the next $400 million of assets; and 0.90% per annum of the
value of the Fund's net assets in excess of $750 million. Each payment of a
monthly fee to the Manager shall be made within the ten days next following the
day as of which such payment is so computed. For purposes of computing the
monthly fee, the value of the net assets of the Fund shall be determined as of
the close of business on the last business day of each month; provided, however,
that the fee for the period from the end of the last month ending prior to
termination of this Agreement, for whatever reason, to date of the termination
shall be based on the value of the net assets of the Fund determined as of the
close of business on the date of termination and the fee for such period through
2
<PAGE>
the end of the month in which such proceeds are received shall be prorated
according to the proportion which such period bears to a full monthly period.
The value of the net assets of the Fund shall be determined
pursuant to the applicable provisions of the Articles of Incorporation and
By-laws of the Fund, as amended from time to time.
4. The Manager agrees that it will not make a short sale of
any capital stock of the Fund or purchase any share of the capital stock of the
Fund otherwise than for investment.
5. In executing transactions for the Fund and selecting
brokers or dealers, the Manager shall use its best efforts to seek the best
overall terms available. In assessing the best overall terms available for any
Fund transaction, the Manager shall consider on a continuing basis all factors
it deems relevant, including, but not limited to, breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer and the reasonableness of any commission for
the specific transaction. In selecting brokers or dealers to execute a
particular transaction and in evaluating the best overall terms available, the
Manager may consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the
Fund and/or other accounts over which the Manager or an affiliate exercises
investment discretion.
6. Nothing herein shall be construed as prohibiting the
Manager from providing investment advisory services to, or entering into
investment advisory agreements with, other clients (including other registered
investment companies), including clients which may invest in securities of
Korean issuers, or from utilizing (in providing such services) information
furnished to the Manager by Daewoo Capital Management Co., Ltd. and others as
contemplated by sections 1 and 2 of this Agreement by advisors and consultants
to the Fund and others; nor shall anything herein be construed as constituting
the Manager as an agent of the Fund.
Whenever the Fund and one or more other accounts or investment
companies advised by the Manager have available funds for investment,
investments suitable and appropriate for each shall be allocated in accordance
with procedures believed by the Manager to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in a manner
believed by the Manager to be equitable. The Fund recognizes that in some cases
this procedure may adversely affect the size of the position that may be
acquired or disposed of for the Fund. In addition, the Fund acknowledges that
the persons employed by the Manager to assist in the performance of the
Manager's duties hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the right of the
Manager or any affiliate of the Manager to engage in and devote time and
attention to other businesses or to render services of whatever kind or nature.
7. The Manager may rely on information reasonably believed by
it to be accurate and reliable. Neither the Manager nor its officers, directors,
employees or agents shall be subject to any liability for any act or omission,
error of judgment or mistake of law, or for any loss suffered by the Fund, in
the course of, connected with or arising out of any services to be rendered
hereunder, except by reason of willful misfeasance, bad faith, or gross
negligence on the part of the Manager in the performance of its duties or by
reason of reckless disregard on the part of the Manager of its obligations and
3
<PAGE>
duties under this Agreement. Any person, even though also employed by the
Manager, who may be or become an employee of the Fund and paid by the Fund shall
be deemed, when acting within the scope of his employment by the Fund, to be
acting in such employment solely for the Fund and not as an employee or agent of
the Manager.
8. This Agreement shall remain in effect until the date which
is one year from the day and date first written above, and shall continue in
effect thereafter, but only so long as such continuance is specifically approved
at least annually by the affirmative vote of (i) a majority of the members of
the Fund's Board of Directors who are not parties to this Agreement or
interested persons of any party to this Agreement, or of any entity regularly
furnishing investment advisory services with respect to the Fund pursuant to an
agreement with any party to this Agreement, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) a majority of the Fund's
Board of Directors or the holders of a majority of the outstanding voting
securities of the Fund. This Agreement may nevertheless be terminated at any
time without penalty, on 60 days' written notice, by the Fund's Board of
Directors, by vote of holders of a majority of the outstanding voting securities
of the Fund, or by the Manager.
This Agreement shall automatically be terminated in the event
of its assignment, provided that an assignment to a corporate successor to all
or substantially all of the Manager's business or to a wholly-owned subsidiary
of such corporate successor which does not result in a change of actual control
or management of the Manager's business shall not be deemed to be an assignment
for the purposes of this Agreement. Any notice to the Fund or the Manager shall
be deemed given when received by the addressee.
9. This Agreement may not be transferred, assigned, sold or in
any manner hypothecated or pledged by either party hereto, except as permitted
under the 1940 Act or rules and regulations adopted thereunder. It may be
amended by mutual agreement, but only after authorization of such amendment by
the affirmative vote of (i) the holders of a majority of the outstanding voting
securities of the Fund, and (ii) a majority of the members of the Fund's Board
of Directors who are not parties to this Agreement or interested persons of any
party to this Agreement, or of any entity regularly furnishing investment
advisory services with respect to the Fund pursuant to an agreement with any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval.
10. This Agreement shall be construed in accordance with the
laws of the State of New York, without giving effect to the conflicts of laws
principles thereof, provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act. As used herein, the terms "interested
person," "assignment," and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act.
11. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, and it shall not
be necessary in making proof of this agreement to produce or account for more
than one such counterpart.
12. This Agreement supersedes all prior investment advisory,
management, and/or administration agreements in effect between the Fund and the
Manager.
4
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement by their
officers thereunto duly authorized as of the day and year first written above.
THE KOREA FUND, INC.
By: _________________________
Title: President
SCUDDER KEMPER INVESTMENTS, INC.
By: _________________________
Title:
5
RESEARCH AND ADVISORY AGREEMENT
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
December 31, 1997
Daewoo Capital Management Co., Ltd.
34-3, Youido-dong
Yongdungpo-gu
Seoul, Korea
Dear Sirs:
We have entered into an Investment Advisory, Management and
Administration Agreement (the "Management Agreement") dated as of December 31,
1997 with The Korea Fund, Inc., a Maryland corporation (the "Fund"), pursuant to
which we act as investment adviser to and manager of the Fund. A copy of the
Management Agreement has been previously furnished to you. In furtherance of
such duties to the Fund, and with the approval of the Fund, we wish to avail
ourselves of your investment advisory services. Accordingly, with the acceptance
of the Fund, we hereby agree with you as follows for the duration of this
Agreement:
1. You agree to furnish to us such information, investment
recommendations, advice and assistance, as we shall from time to time reasonably
request. In that connection, you agree to continue to maintain a separate staff
within your organization to furnish such services exclusively to us. In
addition, for the benefit of the Fund, you agree to pay the fees and expenses of
any directors or officers of the Fund who are directors, officers or employees
of you or of any of your affiliates, except that the Fund shall bear travel
expenses of one (but not more than one) director, officer or employee of you or
any of your affiliates who is not a resident in the United States to the extent
such expenses relate to his attendance as a director at meetings of the Board of
Directors of the Fund in the United States and shall also bear the travel
expenses of any other director, officer or employee of you or of any of your
affiliates who is resident in the United States to the extent such expenses
relate to his attendance as a director at meetings of the Board of Directors
outside of the United States.
2. We agree to pay in United States dollars to you, as compensation for
the services to be rendered by you hereunder, a monthly fee which, on an annual
basis, is equal to 0.2875% per annum of the value of the Fund's net assets up to
and including $50 million; 0.2750% per annum of the value of the Fund's net
assets on the next $50 million of assets; 0.2500% per annum of the value of the
Fund's net assets on the next $250 million of assets; 0.2375% per annum of the
value of the Fund's net assets on the next $400 million of assets; and 0.2250%
per annum of the value of the Fund's net assets in excess of $750 million. For
purposes of computing the monthly fee, the value of the net assets of the Fund
shall be determined as of the close of business on the last business day of each
month; provided, however, that the fee for the period from the end of the last
month ending prior to termination of this Agreement, for whatever reason, to
date of termination shall be based on the value of the net assets of the Fund
determined as of the close of business on the date of termination and the fee
for such period through the end of the month in which such proceeds are received
shall be prorated according to the proportion which such period bears to a full
monthly period. Each payment of a monthly fee shall be made by us to you within
the fifteen days next following the day as of which such payment is so computed.
The value of the net assets of the Fund shall be determined pursuant to
applicable provision of the Certificate of Incorporation and By-laws of the
Fund.
<PAGE>
We agree to work with you, in order to make our relationship as
productive as possible for the benefit of the Fund, to further the development
of your ability to provide the services contemplated by Section 1. To this end
we agree to work with you to assist you in developing your research techniques,
procedures and analysis. We have furnished you with informal memoranda, copies
of which are attached to this Agreement, reflecting our understanding of our
working procedures with you, which may be revised as you work with us pursuant
to this Agreement. We agree not to furnish, without your consent, to any person
other than our personnel and directors and representatives of the Fund any
tangible research material that is prepared by you, that is not publicly
available, and that has been stamped or otherwise clearly indicated by you as
being confidential.
3. You agree that you will not make a short sale of any capital stock
of the Fund, or purchase any share of the capital stock of the Fund otherwise
than for investment.
4. Your services to us are not to be deemed exclusive and you are free
to render similar services to others, except as otherwise provided in Section 1
hereof.
5. Nothing herein shall be construed as constituting you an agent of us
or of the Fund.
6. You represent and warrant that you are registered as an investment
adviser under the U.S. Investment Advisers Act of 1940, as amended. You agree to
maintain such registration in effect during the term of this Agreement.
7. Neither you nor any affiliate of yours shall receive any
compensation in connection with the placement or execution of any transaction
for the purchase or sale of securities or for the investment of funds on behalf
of the Fund, except that you or your affiliates may receive a commission, fee or
other remuneration for acting as broker in connection with the sale of
securities to or by the Fund, if permitted under the U.S.
Investment Company Act of 1940, as amended.
8. We and the Fund agree that you may rely on information reasonably
believed by you to be accurate and reliable. We and the Fund further agree that
neither you nor your officers, directors, employees or agents shall be subject
to any liability for any act or omission in the course of, connected with or
arising out of any services to be rendered hereunder except by reason of willful
misfeasance, bad faith or gross negligence in the performance of your duties or
by reason of reckless disregard of your obligations and duties under this
Agreement.
9. This Agreement shall remain in effect for a period of one year from
the day and date first written above and shall continue in effect thereafter,
but only so long as such continuance is specifically approved at least annually
by the affirmative vote of (i) a majority of the members of the Fund's Board of
Directors who are not interested persons of the Fund, you or us, cast in person
at a meeting called for the purpose of voting on such approval, and (ii) a
majority of the Fund's Board of Directors or the holders of a majority of the
outstanding voting securities of the Fund. This Agreement may nevertheless be
terminated at any time, without penalty, by the Fund's Board of Directors or by
vote of holders of a majority of the outstanding voting securities of the Fund,
upon 60 days' written notice delivered or sent by registered mail, postage
prepaid, to you, at your address given above or at any other address of which
you shall have notified us in writing, or by you upon 60 days' written notice to
us and to the Fund, and shall automatically be terminated in the event of its
assignment or of the termination (due to assignment or otherwise) of the
Management Agreement, provided that an assignment to a corporate successor to
all or substantially all of your business or to a wholly-owned subsidiary of
such corporate successor which does not result in a change of actual control or
management of your business shall not be deemed to be an assignment for purposes
of this Agreement. Any such notice shall be deemed given when received by the
addressee.
10. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by either party hereto. It may be amended by
mutual agreement, but only after authorization of such amendment by the
affirmative vote of (i) the holders of a majority of the outstanding voting
securities of the Fund; and (ii) a majority of the members of the Fund's Board
of Directors who are not interested persons of the Fund, you or us, cast in
person at a meeting called for the purpose of voting on such approval.
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<PAGE>
11. Any notice hereunder shall be in writing and shall be delivered in
person or by facsimile (followed by mailing such notice, air mail postage paid,
the day on which such facsimile is sent).
Addressed
If to Scudder Kemper Investments, Inc., to:
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, NY 10154
Attention: President
(Facsimile No. 212-319-7813)
If to Daewoo Capital Management Co., Ltd., to:
34-3, Youido-dong
Yongdungpo-gu
Seoul, Korea
Attention: Chairman
(Facsimile No. 011-822-784-0826)
or to such other address as to which the recipient shall have informed the other
party.
Notice given as provided above shall be deemed to have been given, if
by personal delivery, on the day of such delivery, and if by facsimile and mail,
the date on which such facsimile and confirmatory letter are sent.
12. This Agreement shall be construed in accordance with the laws of
the State of New York, provided, however, that nothing herein shall be construed
as being inconsistent with the U.S. Investment Company Act of 1940, as amended.
As used herein the terms "interested person," "assignment," and "vote of a
majority of the outstanding voting securities" shall have the meanings set forth
in the U.S. Investment Company Act of 1940, as amended.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
SCUDDER KEMPER INVESTMENTS, INC.
By _________________________________
President
The foregoing agreement is hereby accepted as of the date first above written.
DAEWOO CAPITAL MANAGEMENT CO., LTD.
By _________________________________
Chairman
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<PAGE>
Accepted:
THE KOREA FUND, INC.
By _________________________________
President
4
