[LOGO]
345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
The Korea Fund, Inc.
September 1, 1999
To the Stockholders:
The Annual Meeting of Stockholders of The Korea Fund, Inc. (the "Fund") is
to be held at 10:00 a.m., eastern time, on Wednesday, October 20, 1999, at the
offices of Scudder Kemper Investments, 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 card are enclosed.
At the Annual Meeting, the stockholders will elect three Directors and
consider the ratification of the selection of PricewaterhouseCoopers LLP 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
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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.
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<PAGE>
<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 Kemper
Investments, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New
York 10154, on Wednesday, October 20, 1999 at 10:00 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 PricewaterhouseCoopers LLP as the Fund's independent
accountants for the fiscal year ending June 30, 2000.
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 25, 1999 are entitled to vote at the meeting or any
adjournments thereof.
By order of the Board of Directors,
John Millette, Secretary
September 1, 1999
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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.
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<PAGE>
<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
Kemper Investments, Inc. ("Scudder Kemper" or the "Investment Manager"), 25th
Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on Wednesday,
October 20, 1999 at 10:00 a.m., eastern time, and at any adjournments or
postponements 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 September 1, 1999 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 25, 1999 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 49,999,999 shares
of common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which highlight
relevant information including investment results and a review of portfolio
changes. You may receive an additional copy of the annual report for the fiscal
year ended June 30, 1998 and a copy of the semiannual report for the six-month
period ended December 31, 1998, without charge, by calling 800-349-4281 or
writing the Fund at 345 Park Avenue, New York, New York 10154.
(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. Each of the nominees, except for Kesop
Yun, 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. For election of
Directors at the Meeting, the Board of Directors has approved the nomination of
the individuals listed below.
Class II
- --------
Nominees to serve until 2002 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Shares
Present Office with the Fund, if Beneficially
any; Principal Occupation or Year First Owned Percent
Employment and Directorships Became a June 30, of
Name (Age) in Publicly Held Companies Director 1999 (1) Class
- ---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Robert J. Callander (68) Director, ARAMARK Corporation, Barnes 1996 2,500 Less than
Group, Inc., and Omnicom Group, Inc.; 1/4 of 1%
Member, Council on Foreign Relations;
Managing Director, Metropolitan Opera
Association; Trustee, Drew University;
and Visiting Professor/Executive -in-
Residence, Columbia Business School,
Columbia University. Mr. Callander
serves on the boards of certain other
funds managed by Scudder Kemper.
Tai Ho Lee (76) Chairman, Imjung Research Institute. 1984 -- --
Kesop Yun (54)
Dean, College of Business -- (2) -- --
Administration, Seoul National
University, Seoul, Korea; Visiting
Professor of London Business School
(1997-98); President, Korea Securities &
Economy Institute (1994-95); President,
Korea Tax Association (1994-95).
</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 I and III Directors 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 2000 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Shares
Present Office with the Fund, if Beneficially
any; Principal Occupation or Year First Owned Percent
Employment and Directorships Became a June 30, of
Name (Age) in Publicly Held Companies Director 1999 (1) Class
- ---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Sang C. Lee (58) Chairman, CNI, Inc. (1999-present); 1988 -- --
President and Chief Executive
Officer, Spectron Corporation of
America, LLC (technology company,
1994-present); Chairman,
International Cooperative Ventures,
Inc. (consulting company); Chairman
of the Boards, Markwood Inc. and Hub
City, Inc.
Wilson Nolen (72)+ Consultant; Trustee, Cultural 1984 35,956 (3) Less than
Institutions Retirement Fund, Inc., 1/4 of 1%
New York Botanical Garden, Skowhegan
School of Painting and Sculpture; and
Director, Ecohealth, Inc.
(biotechnology company) (until 1996).
Mr. Nolen serves on the boards of
certain other funds managed by
Scudder Kemper.
</TABLE>
3
<PAGE>
Class I
- -------
Directors serving until 2001 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Shares
Present Office with the Fund, if Beneficially
any; Principal Occupation or Year First Owned Percent
Employment and Directorships Became a June 30, of
Name (Age) in Publicly Held Companies Director 1999 (1) Class
- ---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Juris Padegs (67)*+ Chairman of the Board; Advisory 1991 2,140 Less than
Managing Director of Scudder Kemper 1/4 of 1%
Investments, Inc. Mr. Padegs serves
on the boards of certain other funds
managed by Scudder Kemper.
Chang-Hee Kim (62)* Vice Chairman; President and Chief 1990 -- --
Executive Officer, Daewoo Securities
Co., Ltd.; President, Securities
Market Stabilization Fund; Vice
Chairman, Korea Securities Dealers
Association; and Vice Chairman, Korea
Listed Companies Association.
Hugh T. Patrick (69) R.D. Calkins Professor of 1995 17,541 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 Kemper.
All Directors and Officers as a group 68,393 (4) Less than
1/4 of 1%
</TABLE>
4
<PAGE>
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* 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, as amended] of the Fund or of the Fund's investment
manager or Korean adviser. Mr. Padegs is deemed to be an interested person
because of his affiliation with the Fund's investment manager, Scudder
Kemper Investments, Inc., or because he is an Officer 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.
+ Messrs. Nolen 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) Previously served on the Board from 1984 to 1988.
(3) Mr. Nolen's total includes 26,940 shares held with sole investment and
voting power and 9,016 shares held in trust for his benefit.
(4) Of which 57,568 shares are held with sole investment and voting power and
10,825 shares are held with shared investment and voting power.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(h) of the Investment Company Act of 1940, as amended (the "1940
Act"), as applied to a fund, requires the fund's Officers and Directors,
Investment Manager, affiliates of the Investment Manager, 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, 1999, its reporting persons complied with all
applicable filing requirements.
According to filings with the SEC on Schedule 13G made in February 1999,
Merrill Lynch & Co., on behalf of Merrill Lynch Asset Management Group, World
Financial Center, North Tower, 250 Vesey Street, New York, NY, 10381 reported
beneficial ownership of 3,082,479 shares, or 6.1% of the Fund's outstanding
shares.
Except as noted above, to the best of the Fund's knowledge, as of June 30,
1999, no persons owned beneficially more than 5% of the Fund's outstanding
stock.
Committees of the Board -- Board Meetings
The Board of Directors of the Fund met four times during the fiscal year
ended June 30, 1999.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Committee on Independent Directors. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
5
<PAGE>
Audit Committee
The Board has an Audit Committee, consisting of Messrs. Callander,
Gleysteen, Sang C. Lee, Tai Ho Lee, Nolen and Patrick, the Directors who are not
interested persons of the Fund, of Scudder Kemper, or of Daewoo Capital
Management Co., Ltd. ("Noninterested Directors"), as defined in the 1940 Act.
The Audit Committee met on October 14, 1998. 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.
Committee on Independent Directors
The Board has a Committee on Independent Directors consisting of all the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors and consideration of other related
matters. Stockholders' recommendations as to nominees received by management are
referred to the Committee for its consideration and action. The Committee met on
July 20, 1999 to consider and to nominate the nominees set forth above.
Executive Officers
In addition to Messrs. Padegs and Kim, who are Directors and Officers of
the Fund, the following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
Year First
Present Office with the Fund; Became an
Name (Age) Principal Occupation or Employment (1) Officer (2)
---------- -------------------------------------- -----------
<S> <C> <C>
Nicholas Bratt (51) President; Managing Director of Scudder Kemper 1984
Investments, Inc.
Bruce H. Goldfarb (34) Vice President and Assistant Secretary; Senior Vice 1997
President of Scudder Kemper Investments, Inc. since
February 1997; previously practiced law with the
law firm of Cravath, Swaine & Moore.
Judith A. Hannaway (46) Vice President; Senior Vice President of Scudder Kemper 1997
Investments, Inc. since February 1995; previously a
Senior Vice President in the Investment Banking Group
of Kidder Peabody & Company.
John R. Hebble (41) Treasurer; Senior Vice President of Scudder Kemper 1998
Investments, Inc.
Kun-Ho Hwang (48) Vice President; Deputy President of Daewoo Securities 1984
Co., Ltd.
Young H. Kim (43) Vice President; Head of Planning Office; Daewoo 1995
Securities Co., Ltd.
John J. Lee (41) Vice President; Senior Vice President of Scudder Kemper 1994
Investments, Inc.
Ann M. McCreary (42) Vice President; Managing Director of Scudder Kemper 1998
Investments, Inc.
6
<PAGE>
John Millette (37) Vice President and Secretary; Assistant Vice President 1999
of Scudder Kemper Investments, Inc.
Dong Wook Park (52) Vice President; Director of Daewoo Capital Management 1986
Co., Ltd.
Caroline Pearson (37) Assistant Secretary; Senior Vice President of Scudder 1998
Kemper Investments, Inc. since September 1997;
previously practiced law with the law firm of Dechert
Price & Rhoads.
Kathryn L. Quirk (46) Vice President and Assistant Secretary; Managing 1991
Director of Scudder Kemper Investments, Inc.
</TABLE>
(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 successor
has been duly elected and qualified, and all other Officers hold offices in
accordance with the By-Laws of the Fund.
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder Kemper or Daewoo Capital Management Co., Ltd. ("Daewoo") was
$216,137 including expenses, during the fiscal year ended June 30, 1999. 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 and meetings held for the purposes of considering
arrangements between the Fund and the Investment Manager or an affiliate of the
Investment Manager, for which such Director receives a fee of $750). Scudder
Kemper 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
Kemper 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 at 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 at 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 and
Scudder Kemper.
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.
7
<PAGE>
Column (5): Total compensation received by a Director from the Fund and Scudder
Kemper, 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).
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1998
- -----------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
<S> <C> <C> <C> <C> <C> <C>
Aggregate Compensation as
Aggregate a Director/Trustee of
Compensation the Fund and Other
as a Director of the Fund Scudder Kemper Funds
Estimated
Pension or Annual
Paid by Retirement Benefits Benefits Paid by
Name of Person, Paid by Scudder Accrued As Part of Upon Paid by Scudder
Position Fund Kemper* Fund Expenses Retirement Funds Kemper*
- -----------------------------------------------------------------------------------------------------------------
Robert J. Callander, $12,500 $0 N/A N/A $37,600 $0
Director (3 funds)
William H. Gleysteen, $12,500 $0 $6,208+ $6,000+ $123,200 $4,675
Jr., Director** (15 funds)
Sang C. Lee, $11,500 $0 N/A N/A $11,500 $0
Director (1 fund)
Tai Ho Lee, $10,600 $0 N/A N/A $10,600 $0
Director (1 fund)
Wilson Nolen, $14,000 $0 N/A N/A $189,075 $6,375
Director (21 funds)
Hugh T. Patrick, $11,750 $0 N/A N/A $24,000 $0
Director (2 funds)
Robert W. Lear, $0 $0 N/A N/A $ 0 $0
Emeritus Founding
Director#
Sidney M. Robbins, $6,000 $0 N/A N/A $6,000 $0
Emeritus Founding (1 fund)
Director#
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
* During 1998 Scudder Kemper voluntarily agreed to pay the fees and expenses of
Directors relating to special meetings held for the purpose of considering the
proposed alliance between Zurich Insurance Company and B.A.T Industries, p.l.c.,
which was consummated on September 8, 1998.
** Mr. Gleysteen is not standing for reelection to the Board.
+ Retirement benefits accrued and proposed to be paid as additional compensation
for serving on the Board of the Japan Fund, Inc.
# 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. Mr. Lear became an Emeritus
Founding Director effective October 7, 1996 and receives no additional
compensation from the Fund.
8
<PAGE>
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 on July 20, 1999, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected
PricewaterhouseCoopers LLP to act as independent accountants for the Fund for
the fiscal year ending June 30, 2000. PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP 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, 1999
were audited by PricewaterhouseCoopers LLP.
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
PricewaterhouseCoopers LLP as independent accountants.
Investment Manager
The Investment Manager is a Delaware corporation. Rolf Huppi* is the
Chairman of the Board and Director, Edmond D. Villani# is the President, Chief
Executive Officer and Director, Stephen R. Beckwith# is the Treasurer and Chief
Financial Officer, Kathryn L. Quirk# is the General Counsel, Chief Compliance
Officer and Secretary, Lynn S. Birdsong# is a Corporate Vice President and
Director, Cornelia M. Small# is a Corporate Vice President, Chief Investment
Officer and Director, Laurence Cheng* is a Director, Gunther Gose* is a Director
and William H. Bolinder[ is a Director of the Investment Manager. The principal
occupation of each of Edmond D. Villani, Stephen R. Beckwith, Kathryn L. Quirk,
Lynn S. Birdsong and Cornelia M. Small is serving as a Managing Director of the
Investment Manager; the principal occupation of Rolf Huppi is serving as the
Chairman and Chief Executive Officer of Zurich Financial Services Group
("Zurich"); the principal occupation of Laurence Cheng is serving as a senior
partner of Capital Z Partners, an investment fund; the principal occupation of
Gunther Gose is serving as the Chief Financial Officer of Zurich; the principal
occupation of William H. Bolinder is serving as a member of the Group Executive
Board of Zurich.
- ------------------------
* Mythenquai 2, Zurich, Switzerland
# 345 Park Avenue, New York, New York
[ 1400 American Lane, Schaumburg, Illinois
9
<PAGE>
On September 7, 1998, the businesses of the Zurich Group (including
Zurich's 70% interest in Scudder Kemper) and the financial services businesses
of B.A.T Industries p.l.c. ("B.A.T") were combined to form a new global
insurance and financial services company known as Zurich Financial Services
Group. Zurich Financial Services Group is 57% owned by Zurich Allied AG, a
listed Swiss holding company, and 43% owned by Allied Zurich p.l.c., a listed
U.K. holding company. The home offices of Zurich Financial Services Group and
Zurich Allied AG are located at Mythenquai 2, 8002 Zurich, Switzerland, and the
home office of Allied Zurich p.l.c. is located at 22 Arlington Street, London,
England SW1A 1RW, United Kingdom.
The outstanding voting securities of the Investment Manager are held of
record 36.63% by Zurich Holding Company of America ("ZHCA"), a subsidiary of
Zurich; 32.85% by ZKI Holding Corp. ("ZKIH") a subsidiary of Zurich; 20.86% by
Stephen R. Beckwith, Lynn S. Birdsong, Kathryn L. Quirk, Cornelia M. Small and
Edmond D. Villani in their capacity as representatives (the "Management
Representatives") of the Investment Manager's management holders and retiree
holders pursuant to a Second Amended and Restated Security Holders Agreement
among the Investment Manager, Zurich, ZHCA, ZKIH, the Management
Representatives, the management holders, the retiree holders and Edmond D.
Villani, as trustee of Scudder Kemper Investments, Inc. Executive Defined
Contribution Plan Trust (the "Trust"); and 9.66% by the Trust. There are no
outstanding non-voting securities of the Investment Manager.
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 1996 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 Heavy Industry, an affiliate
of Daewoo Corporation and other affiliates of Daewoo Corporation own
approximately 16.3% of Daewoo Securities Co., Ltd.
The Korean Adviser has the following Board of Directors:
<TABLE>
<CAPTION>
Name and Position
with the Korean Adviser Principal Occupation Address
----------------------- -------------------- -------
<S> <C> <C>
Segeun Lee President and Chief Executive Hyundai APT 17-805
Executive Vice President Officer, Myungil-Dong, Kangdong-Gu
Daewoo Capital Seoul, Korea
Management Co., Ltd.
Ki-Ho Ohm Auditor, Sinsigagi APT 327-301
Auditor Daewoo Capital Mok-Dong Yangchon-Gu
Management Co., Ltd. Seoul, Korea
Dong-Wook Park Executive Director Jeongbal-Maeul APT 707-203
Madu-Dong, Koyang City
Kyungki Province, Korea
</TABLE>
10
<PAGE>
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible, Scudder Kemper places orders for portfolio
transactions through Scudder Investor Services, Inc., Two International Place,
Boston, Massachusetts 02110 (the "Distributor") (a corporation registered as a
broker/dealer and a subsidiary of Scudder Kemper), 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. In selecting brokers and dealers with which to place
portfolio transactions for the Fund, Scudder Kemper will not consider sales of
shares of funds advised by Scudder Kemper, although it may place such
transactions with brokers and dealers that sell shares of funds advised by
Scudder Kemper. In addition, when it can be done consistently with its policy of
obtaining the most favorable net results in placing Fund brokerage, Scudder
Kemper is authorized to place such brokerage with brokers and dealers who supply
brokerage and research services to Scudder Kemper. Allocation of portfolio
transactions is supervised by Scudder Kemper.
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.
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 Kemper.
The Fund has retained Shareholder Communications Corporation, 17 State Street,
New York, New York 10004 to assist in the proxy solicitation. The cost of their
services is estimated at $3,500 plus expenses. The costs and expenses connected
with the solicitation of the proxies and with any further proxies which may be
solicited by the Fund's Officers or Shareholder Communications Corporation, 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 this Meeting are not received by October 20, 1999, 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
Stockholders wishing to submit proposals for inclusion in a proxy statement
for the 2000 meeting of stockholders of the Fund should send their written
proposals to John Millette, Secretary of the Fund, c/o Scudder Kemper
Investments, Inc. at 345 Park Avenue, New York, New York 10154, by May 3, 2000.
The timely submission of a proposal does not guarantee its inclusion.
11
<PAGE>
The Fund may exercise discretionary voting authority with respect to
stockholder proposals for the 2000 meeting of stockholders which are not
included in the proxy statement and form of proxy, if notice of such proposals
is not received by the Fund at the above address on or before July 18, 2000.
Even if timely notice is received, the Fund may exercise discretionary voting
authority in certain other circumstances. Discretionary voting authority is the
ability to vote proxies that stockholders have executed and returned to the Fund
on matters not specifically reflected on the form of proxy.
By order of the Board of Directors,
John Millette
Secretary
345 Park Avenue
New York, New York 10154
September 1, 1999
12
<PAGE>
PROXY THE KOREA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- October 20, 1999
The undersigned hereby appoints Juris Padegs, Kathryn L. Quirk and Bruce H.
Goldfarb and each of them, the proxies of 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 Kemper Investments, Inc.,
25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on
Wednesday, October 20, 1999 at 10:00 a.m., eastern time, and at any adjournments
or postponements thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR each numbered item listed on the reverse side.
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: Class II: Robert J. Callander, Tai Ho Lee and Kesop Yun
(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 PricewaterhouseCoopers LLP as independent
accountants: FOR / / AGAINST / / ABSTAIN / /
<PAGE>
The Proxies are authorized to vote in their discretion on any other business as
may properly come before the meeting and any adjournments thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
Please sign exactly as Signature:.................. Date:............, 1999
your name or names appear.
When signing as attorney,
executor, administrator,
trustee or guardian,
please give you full title
as such.
Signature:.................. Date:............, 1999
