[LOGO]
The Korea Fund, Inc. 345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
August 25, 2000
To the Stockholders:
The Annual Meeting of Stockholders of The Korea Fund, Inc. (the "Fund") is
to be held at 9:30 a.m., Eastern time, on Wednesday, October 4, 2000, 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.
--------------------------------------------------------------------------------
<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 4, 2000 at 9:30 a.m., Eastern time, for the
following purposes:
(1) To elect two Directors of the Fund to hold office for a term of three
years and one Director of the Fund to hold office for a term of one year 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, 2001.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments or postponements thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on August 15, 2000 are entitled to vote at the meeting or any
adjournments or postponements thereof.
By order of the Board of Directors,
John Millette, Secretary
August 25, 2000
--------------------------------------------------------------------------------
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
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 4, 2000 at 9:30 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 August 25, 2000 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 15, 2000 (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, 2000 and a copy of the semiannual report for the six-month
period ended December 31, 1999, 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 I and Class III) to serve
for a term of three years (one year in the case of Nicholas Bratt), 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. 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 III - Nominees to serve until 2003 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 2000 (1) Class
---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Visiting Professor of Finance, Stern -- 200 (2) Less than
School of Business, New York 1/4 of 1%
University; Managing Director, J.P.
Morgan (investment banking firm)
(until 1996). Mr. Froewiss serves on
the board of certain other funds
managed by Scudder Kemper.
Kenneth C. Froewiss (54)
Director, Brazilian Association of -- -- --
Financial Analysts (ABAMEC); Director
and Chief Executive Officer, IMF
Editora Ltda. (financial publisher).
Mr. Nogueira serves on the boards of
certain other funds managed by
Scudder Kemper.
Ronaldo A. da Frota
Nogueira (61)
</TABLE>
2
<PAGE>
Class I - Nominee to serve 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 2000 (1) Class
---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
President; Managing Director of 1999 9,250 Less than
Scudder Kemper Investments, Inc.; and 1/4 of 1%
Director, Korea Society (private
society). Mr. Bratt serves on the
boards of certain other funds managed
by Scudder Kemper.
Nicholas Bratt (52)*(3)
</TABLE>
3
<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 II Directors do
not expire this year. Mr. Bratt, if elected, will be designated as a Class I
Director. 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 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 2000 (1) Class
---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
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.
Juris Padegs (68)*+
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 serves on the
board of one additional fund managed
by Scudder Kemper.
Hugh T. Patrick (70)
</TABLE>
4
<PAGE>
Class II - Directors serving 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 2000 (1) Class
---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Visiting 1996 2,500 Less than
Professor/Executive-in-Residence, 1/4 of 1%
Columbia Business School, Columbia
University; Director, ARAMARK
Corporation, Barnes Group, Inc., and
Omnicom Group, Inc.; Member, Council
on Foreign Relations; and Managing
Director, Metropolitan Opera
Association. Mr. Callander serves on
the boards of certain other funds
managed by Scudder Kemper.
Robert J. Callander (69)
Chairman, Imjung Research Institute. 1984 -- --
Tai Ho Lee (77)
Dean, College of Business 1999 (4) -- --
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). Mr. Yun serves
on the board of one additional fund
managed by Scudder Kemper.
Kesop Yun (55)
All Directors and Officers as a group 31,631 (5) Less than
1/4 of 1%
</TABLE>
5
<PAGE>
-----------------------------
* 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 Scudder
Kemper or Korean adviser. Messrs. Bratt and Padegs are deemed to be
interested persons because of their affiliation with Scudder Kemper, or
because they are Officers of the Fund or both.
+ Mr. Padegs and Mr. Nolen, a current Director who is not standing for
reelection, 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. Froewiss' total reflects shares purchased after June 30, 2000.
(3) Effective October 21, 1999, the Board appointed Mr. Bratt as a Director to
succeed Mr. Chang Hee Kim who resigned as a member of the Board on October
20, 1999.
(4) Previously served on the Board from 1984 to 1988.
(5) Of which 29,822 shares are held with sole investment and voting power and
1,809 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(j) 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, 2000, its Reporting Persons complied with all
applicable filing requirements.
According to filings with the SEC on Schedule 13G made in April 2000,
President and Fellows of Harvard, c/o Harvard Mgt. Company, 600 Atlantic Avenue,
Boston, MA 02210, reported beneficial ownership of 5,080,900 shares, or 10.2% of
the Fund's outstanding shares.
Except as noted above, to the best of the Fund's knowledge, as of June 30,
2000, no person owned beneficially more than 5% of the Fund's outstanding stock.
Honorary Director
William H. Gleysteen, Jr. serves as an Honorary Director of the Fund.
Honorary 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. Mr. Gleysteen served as a Director of the Fund since 1984 and retired
from the Board in 1999.
6
<PAGE>
Committees of the Board -- Board Meetings
The Board of Directors of the Fund met six times during the fiscal year
ended June 30, 2000.
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.
Audit Committee
The Board has an Audit Committee, consisting of Messrs. Callander, Lee,
Patrick and Yun, 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 once during the
fiscal year ended June 30, 2000. The Audit Committee reviews with management and
the independent accountants for the Fund, among other things, the scope of the
audit and the internal 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,
reviews the independence of such firm and, in general, considers and reports to
the Board on matters regarding the accounting and financial reporting practices
of the Fund. The Audit Committee meets privately with the independent
accountants of the Fund, will receive annual representations from the
accountants as to their independence, and has a written charter that delineates
the Committee's duties and powers.
Committee on Independent Directors
The Board has a Committee on Independent Directors consisting of all the
Noninterested Directors, which met once during the fiscal year ended June 30,
2000. The Committee is charged with the duty of making all nominations for
Noninterested Directors, establishing Directors' compensation policies and
retirement policies, periodically assessing and reviewing evaluations of the
Board of Directors' effectiveness, and considering other matters of special
relevance to the Noninterested Directors. Stockholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action.
Executive Officers
In addition to Mr. Bratt, a Director who is also an Executive Officer 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>
Bruce H. Goldfarb (35) Vice President and Assistant Secretary; Senior Vice 1997
President of Scudder Kemper since February 1997;
previously practiced law with the law firm of Cravath,
Swaine & Moore.
Judith A. Hannaway (47) Vice President; Senior Vice President of Scudder Kemper. 1997
John R. Hebble (42) Treasurer; Senior Vice President of Scudder Kemper. 1998
John J. Lee (42) Vice President; Managing Director of Scudder Kemper. 1994
Brenda Lyons (37) Assistant Treasurer; Senior Vice President of Scudder 2000
Kemper.
7
<PAGE>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
Ann M. McCreary (43) Vice President; Managing Director of Scudder Kemper. 1998
John Millette (38) Vice President and Secretary; Vice President of Scudder 1999
Kemper.
Dong Wook Park (53) Vice President; Director of Daewoo Capital Management 1986
Co., Ltd.
Caroline Pearson (39) Assistant Secretary; Senior Vice President of Scudder 1998
Kemper since September 1997; previously practiced law
with the law firm of Dechert Price & Rhoads.
Kathryn L. Quirk (48) Vice President and Assistant Secretary; Managing 1991
Director of Scudder Kemper.
</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. ("DCM" or the "Korean
Adviser") was $126,898 including expenses, during the fiscal year ended June 30,
2000. 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 (see "Investment Manager,"
page 10), 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.
DCM, which acts as the Korean sub-adviser, pays the compensation and
certain expenses of the personnel of DCM 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 DCM 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 DCM 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.
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.
8
<PAGE>
Column (5): Total compensation received by a Director from the Fund, plus
compensation received from all funds managed by Scudder Kemper 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, 1999
-----------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Estimated
Pension or Annual
Aggregate Retirement Benefits Benefits Total Compensation From
Name of Person, Compensation Accrued As Part of Upon Fund and Fund Complex Paid
Position From Fund Fund Expenses Retirement To Directors
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert J. Callander, $14,000 N/A N/A $39,600
Director (3 funds)
Sang C. Lee, $14,000 N/A N/A $14,000
Director* (1 fund)
Tai Ho Lee, $10,550 N/A N/A $10,550
Director (1 fund)
Wilson Nolen, $15,000 N/A N/A $63,598
Director* (6 funds)
Hugh T. Patrick, $14,000 N/A N/A $26,750
Director (2 funds)
Kesop Yun, $2,220 N/A N/A $3,915
Director** (2 funds)
Robert W. Lear, $0 N/A N/A $0
Emeritus Founding (1 fund)
Director+
Sidney M. Robbins, $6,000 N/A N/A $6,000
Emeritus Founding (1 fund)
Director+
-----------------------------------------------------------------------------------------------------------------
</TABLE>
* Sang C. Lee and Wilson Nolen are not standing for reelection.
** Mr. Yun became a member of the Board on October 20, 1999.
+ 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.
Kenneth C. Froewiss and Ronaldo A. da Frota Nogueira, each a nominee for
Director of the Fund, received $19,496 and $37,725, respectively, during 1999
for serving on the Boards of other funds advised by Scudder Kemper.
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.
9
<PAGE>
(2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on July 6, 2000, 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, 2001. 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, 2000
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 a Director, Edmond D. Villani# is the President, Chief
Executive Officer and a Director, Harold D. Kahn# is the Chief Financial
Officer, Kathryn L. Quirk# is the General Counsel, Chief Compliance Officer and
Secretary, Nicholas Bratt# and Lynn S. Birdsong# are Corporate Vice Presidents
and Directors, and Laurence Cheng*, Gunther Gose* and William H. Bolinder[ are
Directors of the Investment Manager. The principal occupation of Edmond D.
Villani, Harold D. Kahn, Kathryn L. Quirk, Nicholas Bratt and Lynn S. Birdsong
is serving as a Managing Director of the Investment Manager; the principal
occupation of Rolf Huppi is serving as an officer of Zurich Allied AG and Zurich
Financial Services, Inc.; 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
Insurance Company ("Zurich"); and the principal occupation of William H.
Bolinder is serving as a member of the Group Executive Board of Zurich.
The outstanding voting securities of the Investment Manager are held of
record 1.56% by Zurich; 38.75% by Zurich Holding Company of America ("ZHCA"), a
subsidiary of Zurich; 32.34% by ZKI Holding Corp. ("ZKIH"), a subsidiary of
Zurich; 19.62% by Stephen R. Beckwith, Lynn S. Birdsong, Kathryn L. Quirk 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 Executive Defined Contribution Plan Trust
(the "Trust"); and 7.73% by the Trust. ZHCA owns 100% of the non-voting
securities of the Investment Manager.
-----------------------------
* Mythenquai 2, Zurich, Switzerland
# 345 Park Avenue, New York, New York
[ 1400 American Lane, Schaumburg, Illinois
10
<PAGE>
On September 7, 1998, the businesses of Zurich (including Zurich's interest
in the Investment Manager) 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 holding company known as Zurich Financial Services, Inc.
("ZFS"), and Zurich became a subsidiary of ZFS. ZFS is currently 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 ZFS 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 SW 1A,
1RW, United Kingdom.
On May 3, 2000, the Boards of Zurich Allied AG and ZFS and the committee of
the Independent Directors of Allied Zurich p.l.c. announced that they had
entered into an agreement to unify the corporate structure under a single Swiss
holding company which, following completion, will take the name "Zurich
Financial Services" ("new Zurich Financial Services"). The unification plan will
involve the statutory merger of Zurich Allied AG with new Zurich Financial
Services, and the combination of Allied Zurich p.l.c. and new Zurich Financial
Services under a scheme of arrangement. Upon unification, it is expected that
former shareholders of Zurich Allied AG will hold 57% of the shares in new
Zurich Financial Services and former shareholders of Allied Zurich p.l.c. will
hold 43% of the shares in new Zurich Financial Services (subject to the effect
of a proposed share repurchase by Allied Zurich p.l.c.).
Shareholders of Zurich Allied AG and Allied Zurich p.l.c. approved the
planned unification on May 25, 2000 and June 20, 2000, respectively. Subject to
the satisfaction of certain conditions and regulatory approvals, it is expected
that the planned unification will be completed before the end of the year 2000.
The transaction will not affect Zurich's ownership interest in the Investment
Manager, which was 72.5% as of December 31, 1999, or the Investment Manager's
operations.
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"), Daewoo Securities Building, 34-3
Youido-dong, Yongdung po-gu, Seoul, Korea.
11
<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>
Dong-Wook Park Managing Director/CEO 707-203 JeongBal-Maeul,
Daewoo Capital 1004 Madu-dong, Ilsan-gu,
Management Co., Ltd. Koyang City, Kyunggi-do, Korea
(Zip Code: 411-350)
Soo-Hyung Jin Non-Standing Auditor 1309-1005 Ju-gong APT,
Daewoo Capital Chulsan-dong, Gwangmyung City,
Management Co., Ltd. Kyunggi-do, Korea
(Zip Code: 423-030)
Ill-Seob Han Non-Standing Director 310-905 Woosung APT,
Daewoo Capital Moonchun-Maeul, Jooyup-dong,
Management Co., Ltd. Koyang City, Kyunggi-do, Korea
(Zip Code: 411-370)
Young-Han Kim Non-Standing Director A-301 Hansung APT, Yoido-dong,
Daewoo Capital Yungdungpo-gu, Seoul, Korea
Management Co., Ltd. (Zip Code: 150-716)
</TABLE>
On February 2, 2000, Scudder Kemper entered into an agreement with Daewoo
Securities pursuant to which Scudder Kemper will acquire certain assets from DCM
and will launch a new Korean investment manager and advisory firm, Scudder
Investments Korea, Inc. ("Scudder Korea"). As a result of this transaction (the
"Transaction"), Scudder Korea would replace DCM as the Korean sub-adviser to the
Fund. On April 12, 2000, stockholders of the Fund approved a new Research and
Advisory Agreement between Scudder Kemper and Scudder Korea, effective on the
consummation of the Transaction.
Scudder Korea is currently in the process of registering with the U.S.
Securities and Exchange Commission as an investment adviser under the Investment
Advisers Act of 1940, as amended, (which is expected to occur by the completion
of the Transaction), and will not serve as Korean sub-adviser to the Fund until
it is so registered. The address of Scudder Korea is c/o Shin & Kim, Samdo
Bldg., 4th Floor, 1-170, Soonhwa-Dong, Chung-Ku, Seoul 100-130, Korea. Scudder
Korea is, and will be following the Transaction, wholly owned by Scudder Kemper.
12
<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 or postponements 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 4, 2000, 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.
13
<PAGE>
Stockholder Proposals
Stockholders wishing to submit proposals for inclusion in a proxy statement
for the 2001 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 April 27,
2001. The timely submission of a proposal does not guarantee its inclusion.
The Fund may exercise discretionary voting authority with respect to
stockholder proposals for the 2001 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 11, 2001.
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
August 25, 2000
14
<PAGE>
PROXY THE KOREA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- October 4, 2000
The undersigned hereby appoints Juris Padegs, Kathryn L. Quirk and Bruce H.
Goldfarb 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 Kemper Investments, Inc.,
25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on
Wednesday, October 4, 2000 at 9:30 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.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
(Continued on reverse side.)
<PAGE>
/ X / PLEASE MARK VOTES
AS IN THIS EXAMPLE
--------------------------------------------------------------------------------
THE KOREA FUND, INC.
--------------------------------------------------------------------------------
Mark box at right if an address change or comment has been / /
noted on the reverse side of the card.
Please be sure to sign and date this Proxy. | Date |
--------------------------------------------------------------------------------
-----Stockholder sign here---------------------Co-owner sign here (if any)------
With-
hold
For All
For All Nom- For All
1. The election of Directors: Nominees inees Except
Class I Nominee: / / / / / /
(01) Nicholas Bratt
Class III Nominees:
(02) Kenneth C. Froewiss
(03) Ronaldo A. da Frota Nogueira
Instruction: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the particular nominee(s). Your shares will be voted for the
remaining nominee(s).
For Against Abstain
2. Ratification of the selection of
PricewaterhouseCoopers LLP
as independent accountants: / / / / / /
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments or postponements
thereof.
