KOREAN INVESTMENT FUND INC, DEF 14A, 1995-07-14

KOREAN INVESTMENT FUND INC
DEF 14A, 1995-07-14

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

The Korean Investment Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Dated Filed:

00250131/AF1

<PAGE>

[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
THE KOREAN INVESTMENT FUND, INC.

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1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105
TOLL FREE (800) 221-5672

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AUGUST 8, 1995

To the Stockholders of The Korean Investment Fund, Inc.:

Notice is hereby given that an Annual Meeting of Stockholders (the
"Meeting") of The Korean Investment Fund, Inc. (the "Fund") will be held at
the offices of the Fund, 1345 Avenue of the Americas, 33rd Floor, New York,
New York 10105, on Tuesday, August 8, 1995 at 11:00 a.m., for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated July 7, 1995:

1. To elect four Directors of the Fund, each such Director to hold office
for a term of two or three years, as the case may be, and until a successor
is duly elected and qualified;

2. To ratify the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending April 30, 1996; and

3. To transact such other business as may properly come before the
Meeting.

The Board of Directors has fixed the close of business on June 23, 1995 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting or any adjournment thereof. The enclosed proxy is
being solicited on behalf of the Board of Directors.

By Order of the Board of Directors,

Edmund P. Bergan, Jr.
Secretary

New York, New York
July 7, 1995

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YOUR VOTE IS IMPORTANT

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE
OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.

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(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.

<PAGE>

PROXY STATEMENT

THE KOREAN INVESTMENT FUND, INC.

1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105

----------------

ANNUAL MEETING OF STOCKHOLDERS

AUGUST 8, 1995

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INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Korean Investment Fund,
Inc. (the "Fund"), to be voted at the Annual Meeting of Stockholders of the
Fund (the "Meeting"), to be held at the offices of the Fund, 1345 Avenue of
the Americas, 33rd Floor, New York, New York 10105, on Tuesday, August 8, 1995
at 11:00 a.m. Such solicitation will be by mail and the cost will be borne by
the Fund. The Notice of Meeting, Proxy Statement and Proxy Card are being
mailed to stockholders on or about July 7, 1995.

The Board of Directors has fixed the close of business on June 23, 1995 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting and at any adjournment thereof. The outstanding
voting shares of the Fund as of June 23, 1995 consisted of 5,962,512 shares of
common stock. All properly executed proxies received prior to the Meeting will
be voted at the Meeting in accordance with the instructions marked thereon or
otherwise provided therein. Accordingly, unless instructions to the contrary
are marked, proxies will be voted for the election of four Directors and for
the ratification of Price Waterhouse LLP as the Fund's independent accountants
for the Fund's fiscal year ending April 30, 1996. Any stockholder may revoke
that stockholder's proxy at any time prior to exercise thereof by giving
written notice to the Secretary of the Fund at 1345 Avenue of the Americas,
New York, New York 10105, by signing another proxy of a later date or by
personally voting at the Meeting.

A quorum for the Meeting will consist of a majority of the shares
outstanding and entitled to vote. In the event that a quorum is not
represented at the Meeting or, even if a quorum is so represented, in the
event that sufficient votes in favor of either of the proposals set forth in
the Notice of Meeting are not received by August 8, 1995, the persons named as
proxies may propose and vote for one or more adjournments of the Meeting with
no other notice than announcement at the Meeting, and further solicitation of
proxies with respect to such proposal may be made. Shares represented by
proxies indicating a vote against any proposal will be voted against
adjournment.
<PAGE>

PROPOSAL ONE

ELECTION OF DIRECTORS

At the Meeting, four Directors will be elected to serve for terms of two or
three years, as the case may be, and until their successors are elected and
qualified. The affirmative vote of a plurality of the votes cast at the
Meeting is required to elect a Director. It is the intention of the persons
named in the enclosed proxy to nominate and vote in favor of the election of
the persons listed below.

Pursuant to the Articles of Incorporation and the Bylaws of the Fund, the
Board of Directors has been divided into three classes. The terms of office of
the members of the third class will expire as of the Meeting (Class Three),
the terms of office of the members of the first class will expire as of the
annual meeting of stockholders to be held in 1996 (Class One) and the terms of
office of the members of the second class will expire as of the annual meeting
of stockholders to be held in 1997 (Class Two). Upon expiration of the terms
of office of the members of a class as set forth above, those persons then
elected as Directors in that class will serve until the third annual meeting
of stockholders following their election. Messrs. David H. Dievler and William
J. Foulk, Jr. and the Hon. James D. Hodgson are the members constituting Class
One; Messrs. John D. Carifa and Sung Jin Kim are the members constituting
Class Two; and Dr. James M. Hester and Messrs. Wang-Ha Cho and Choong (John)
H. Koh are the members constituting Class Three.

As a result of this system, only those Directors in a single class may be
changed in any one year, and it would require two years to change a majority
of the Board of Directors (although, under Maryland law, procedures are
available for the removal of Directors even if they are not then standing for
re-election and, under Securities and Exchange Commission regulations,
procedures are available for including appropriate stockholder proposals in
management's annual proxy statement). This system of electing Directors, which
may be regarded as an anti-takeover provision, may make it more difficult for
the Fund's stockholders to change the majority of Directors and, thus, have
the effect of maintaining the continuity of management.

At the Meeting, the Directors in Class Three, Dr. James M. Hester and Mr.
Wang-Ha Cho, are standing for re-election. In addition, Mr. Choong (John) H.
Koh is standing for stockholder election as a member of Class Three and Mr.
John D. Carifa is standing for stockholder election as a member of Class Two.
Mr. Koh and Mr. Carifa were nominated for election by the Nominating Committee
of the Board of Directors and elected by the Board of Directors. Each nominee
has consented to serve as a Director. The Board of Directors knows of no
reason why either of these nominees will be unable to serve, but in the event
of such inability the proxies received will be voted for such substitute
nominee as the Board of Directors may recommend.

Certain of the Fund's Directors and officers are residents of the Republic
of Korea ("Korea") and substantially all of the assets of such persons may be
located outside of the United States. As a result, it may be difficult for
U.S. investors to effect service of process upon such Directors or officers
within the United States, or to realize judgments of courts of the United
States predicated upon civil liabilities of such Directors or officers under
the federal securities laws of the United States. The Fund has been advised
that there is substantial doubt as to the enforceability in Korea of the civil
remedies and criminal penalties afforded by the federal securities laws of the
United States. There is no extradition treaty currently in effect between the
United States and Korea. It is unclear if any future extradition treaty in
effect between the United States and Korea would subject such Directors and
officers to effective enforcement of the criminal penalties of the federal
securities laws.

2
<PAGE>

Certain information concerning the Directors is set forth below. Messrs.
Carifa, Dievler, Foulk and Hodgson and Dr. Hester are each a director or
trustee of one or more of the other registered investment companies managed by
Alliance Capital Management L.P., the Fund's investment adviser and
administrator ("Alliance").

<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
OWNED DIRECTLY
NAME, POSITIONS AND OFFICES WITH THE FUND, YEAR FIRST YEAR TERM OR INDIRECTLY
AGE, PRINCIPAL OCCUPATIONS DURING BECAME A AS DIRECTOR AS OF
THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE JUNE 23, 1995
------------------------------------------- ---------- ------------ ----------------
<S> <C> <C> <C>
*John D. Carifa, Chairman and Chief Executive Officer, 1995 1997++ -0-
50. President, Chief Operating Officer and a Di- (Class Two)
rector of Alliance Capital Management Corporation
("ACMC").***
*Wang-Ha Cho, President, 41. Executive Vice President 1994 1998++ -0-
of Tong Yang Securities Co., Ltd. ("Tong Yang Se- (Class Three)
curities"). He was formerly President of Corporate
Planning and Control Group of Tong Yang Group and
Executive Vice President of Tong Yang Benefit Life
Insurance Co., Ltd.
**+David H. Dievler, 65. Formerly Senior Vice Presi- 1992 1996 -0-
dent of ACMC. (Class One)
**+William H. Foulk, Jr., 62. Investment Adviser and 1992 1996 400
Independent Consultant. He was formerly Senior (Class One)
Manager of Barrett Associates, Inc., a registered
investment adviser, since 1986. Prior thereto, he
was President of Competrol (BVI) Limited and Cres-
cent Diversified Limited (private investments).
**+Dr. James M. Hester, 71. President of The Harry 1992 1998++ 500
Frank Guggenheim Foundation and a Director of (Class Three)
Union Carbide Corporation. He was formerly Presi-
dent of New York University and The New York Bo-
tanical Garden and Rector of the United Nations
University.
</TABLE>
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* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of affiliation with Alliance or
Orion Asset Management Co., Ltd. ("Orion").
** Member of the Audit Committee.
*** For purposes of this Proxy Statement, ACMC shall refer to Alliance Capital
Management Corporation, the general partner of Alliance, and to the
predecessor general partner of the same name.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.

3
<PAGE>

During the fiscal year ended April 30, 1995, the Board of Directors met
seven times, the Audit Committee met once for the purposes described below in
Proposal Two, and the Nominating Committee met once. The Nominating Committee
was constituted for the purpose of selecting and nominating persons to fill
any vacancies on the Board of Directors. The Nominating Committee of the Fund
does not currently consider candidates proposed by stockholders for election
as Directors.

The Fund does not pay any fees to, or reimburse expenses of, its Directors
who are considered "interested persons" of the Fund. The aggregate
compensation paid by the Fund to each of the Directors during its fiscal year
ended April 30, 1995, the aggregate compensation paid to each of the Directors
during calendar year 1994 by all of the funds to which Alliance provides
investment advisory services (collectively, the "Alliance Fund Complex") and
the total number of funds in the Alliance Fund Complex with respect to which
each of the Directors serves as a director or trustee, are set forth below.
Neither the Fund nor any other fund in the Alliance Fund Complex provides
compensation in the form of pension or retirement benefits to any of its
directors or trustees.

<TABLE>
<CAPTION>
TOTAL TOTAL NUMBER OF FUNDS IN
COMPENSATION THE ALLIANCE FUND COMPLEX,
AGGREGATE FROM THE ALLIANCE INCLUDING THE FUND, AS TO
NAME OF DIRECTOR COMPENSATION FUND COMPLEX, WHICH THE DIRECTOR IS
OF THE FUND FROM THE FUND INCLUDING THE FUND A DIRECTOR OR TRUSTEE
---------------- ------------- ------------------ --------------------------
<S> <C> <C> <C>
John D. Carifa $ 0 $ 0 49
Wang-Ha Cho $ 0 $ 0 1
David H. Dievler $2,500 $ 0 42
William H. Foulk, Jr. $9,500 $141,500 30
Dr. James M. Hester $8,500 $154,500 32
The Hon. James D. Hodgson $8,500 $ 73,000 8
Sung Jin Kim $ 0 $ 0 1
Choong H. Koh $2,500 $ 2,500 1
</TABLE>

4
<PAGE>

As of June 23, 1995, the Directors and officers of the Fund as a group owned
less than 1% of the shares of the Fund.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT THE STOCKHOLDERS OF THE
FUND VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF
THE FUND.

PROPOSAL TWO

RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS OF THE FUND

The Board of Directors recommends that the stockholders ratify the selection
of Price Waterhouse LLP, independent accountants, to audit the accounts of the
Fund for the fiscal year ending April 30, 1996. Their selection was approved
by the vote, cast in person, of a majority of the Directors, including a
majority of the Directors who are not interested persons of the Fund, as
defined in the Act, at a meeting held on May 29, 1995. The affirmative vote of
a majority of the votes cast at the Meeting is required to ratify such
selection. Price Waterhouse LLP has audited the accounts of the Fund since the
commencement of the Fund's operations, and does not have any direct financial
interest or any material indirect financial interest in the Fund. A
representative of Price Waterhouse LLP is not expected to attend the Meeting.

The Audit Committee of the Board of Directors generally meets twice during
each full fiscal year with representatives of Price Waterhouse LLP to discuss
the scope of the independent accountants' engagement and review the financial
statements of the Fund and the results of their examination thereof.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT THE STOCKHOLDERS OF THE
FUND VOTE FOR THE RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS
INDEPENDENT ACCOUNTANTS OF THE FUND.

INFORMATION AS TO THE FUND'S
PRINCIPAL OFFICERS, INVESTMENT ADVISER,
SUB-ADVISER AND ADMINISTRATOR

The principal officers of the Fund and their principal occupations during
the past five years are set forth below.

John D. Carifa, Director, Chairman and Chief Executive Officer (See Proposal
One, Election of Directors, at page 3 for biographical information).

Wang-Ha Cho, President (see Proposal One, Election of Directors, at page 3
for biographical information).

Sung Jin Kim, Senior Vice President (see Proposal One, Election of Directors
at page 4, for biographical information).

Robert Heisterberg, 57, Executive Vice President--Investments, is a Senior
Vice President of ACMC and its Global Economic and Policy analyst.

5
<PAGE>

Yung Chul Park, 54, Executive Vice President--Investments, is a Professor of
Economics at Korea University. He is also the Director of the Institute of
Economic Research at Korea University.

A. Rama Krishna, 31, Vice President--Investments, is a Senior Vice President
of ACMC, with which he has been associated since 1993. Previously, he was
Chief Investment Strategist and Director of Equity Research at First Boston
Corporation since prior to 1990.

In Kee Oh, 35, Vice President--Investments, is a Director of Orion, with
which he has been associated since October 1991. Previously, he was an Analyst
in the New York and Seoul, Korea offices of Tong Yang Securities since prior
to 1990.

Thomas J. Bardong, 50, Vice President, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1990.

Edmund P. Bergan, Jr., 45, Secretary, is a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and Alliance Fund
Services, Inc. ("AFS") and a Vice President and an Assistant General Counsel
of ACMC, with all of which he has been associated since prior to 1990.

Mark D. Gersten, 44, Treasurer and Chief Financial Officer, is a Senior Vice
President of AFS, with which he has been associated since prior to 1990.

Joseph J. Mantineo, 36, Controller, is a Vice President of AFS, with which
he has been associated since prior to 1990.

The address of Messrs. Carifa, Heisterberg, Krishna, Bardong and Bergan is
c/o Alliance Capital Management L.P., 1345 Avenue of the Americas, New York,
New York 10105. The address of Mr. Gersten and Mr. Mantineo is c/o Alliance
Capital Management L.P., 500 Plaza Drive, Secaucus, New Jersey 07094. The
address of Messrs. Cho and Oh is Tong Yang Securities Building, 23-8 Yoido-
Dong Young Dungpo-gu, Seoul, Korea 150-010. The address of Mr. Park is Korea
University 1, 5-Ka, Anam-dong, Seongbuk, Seoul, Korea 136-701. The address of
Mr. Kim is 780 Third Avenue, 42nd Floor, New York, New York 10017. Not all of
the Fund's officers are U.S. residents. For a discussion of certain potential
implications of this fact, see Proposal One, Election of Directors.

The investment adviser and administrator for the Fund is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105. Orion Asset Management Company Co., Ltd., with principal
offices at 780 Third Avenue, New York, New York 10017, serves as the Fund's
sub-adviser.

Section 30(f) of the Act and the rules under Section 16 of the Securities
Act of 1934 require that the Directors and officers of the Fund and the
Directors of ACMC, among others, file with the Securities and Exchange
Commission and the New York Stock Exchange initial reports of ownership of
shares of the Fund. During 1994, required reports on Form 3 were not filed on
a timely basis on behalf of Ms. Madelon Devoe Talley and Messrs. Brian O'Neil
and Jerry M. de St. Paer, each a Director of ACMC.

6
<PAGE>

SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS

Proposals of stockholders intended to be presented at the next annual meeting
of stockholders of the Fund must be received by the Fund by March 9, 1996 for
inclusion in the Fund's proxy statement and form of proxy relating to that
meeting. The submission by a stockholder of a proposal for inclusion in the
proxy statement does not guarantee that it will be included. Stockholder
proposals are subject to certain regulations under federal securities laws.

OTHER MATTERS

Management of the Fund does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in accordance with the best judgment of the
person or persons voting the proxies.

REPORTS TO STOCKHOLDERS

The Fund will furnish each person to whom the proxy statement is delivered
with a copy of the Fund's latest annual report to stockholders upon request and
without charge. To request a copy, please call Alliance Fund Services at (800)
227-4618 or contact Nancy Davis at Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105.

By Order of the Board of Directors,

Edmund P. Bergan, Jr.
Secretary

July 7, 1995
New York, New York

7
<PAGE>

TABLE OF CONTENTS PAGE
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<TABLE>
<S> <C>
Introduction............................................................... 1
Proposal One: Election of Directors........................................ 2
Proposal Two: Ratification of Selection of Independent Accountants of the
Fund...................................................................... 5
Information as to the Fund's Principal Officers, Investment Adviser, Sub-
Adviser and Administrator................................................. 5
Submission of Proposals for the Next Annual Meeting of Stockholders........ 7
Other Matters.............................................................. 7
Reports to Stockholders.................................................... 7
</TABLE>

THE KOREAN
INVESTMENT FUND, INC.

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[LOGO OF ALLIANCE CAPITAL APPEARS HERE]

Alliance Capital Management L.P.

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NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
AUGUST 8, 1995

<PAGE>

APPENDIX

PROXY BALLOT

THE KOREAN INVESTMENT FUND, INC.

Proxy for the Annual Meeting of Stockholders, August 8, 1995.

This Proxy is Solicited on Behalf of the Board of Directors.

The undersigned hereby instructs Nancy E. Davis and Carol H. Rappa to vote
all shares of the Common Stock of The Korean Investment Fund, Inc. (the
"Corporation") registered in the name of the undersigned at the Annual Meeting
of Stockholders of the Corporation to be held at 11:00 a.m., Eastern Daylight
Time, on August 8, 1995 at the offices of the Corporation, 1345 Avenue of the
Americas, in the Audio-Visual Conference Room, 33rd Floor, New York, New York
10105, and at all adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and hereby
instructs said proxies to vote said shares as indicated hereon.

This proxy, if properly executed, will be voted in the manner directed by
the undersigned. If no direction is made, this proxy will be voted FOR election
of the nominees as Directors and FOR any proposal for which no choice is
indicated.

Please refer to the Proxy Statement for a discussion of each of the Proposals.

PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

Please sign this proxy exactly as your name appears on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.

HAS YOUR ADDRESSED CHANGED? DO YOU HAVE ANY COMMENTS?

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00250131/AF1

<PAGE>

PLEASE MARK VOTES
/X/ AS IN THIS EXAMPLE
FOR WITHHOLD FOR ALL EXCEPT

1. Election of Directors / / / / / /

Class Three Directors (term expires in 1998)
Dr. James M. Hester, Wang-Ha Cho, Choong (John) H. Koh
Class Two Director (term expires in 1987)
John D. Carifa

If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through that nominee's name. Your shares will
be voted for the remaining nominees.

2. Ratification of the selection of Price Waterhouse LLP as the independent
accountants for the Corporation for the fiscal year ending April 30, 1996.

FOR AGAINST ABSTAIN
/ / / / / /

3. In the discretion, on all other business that may properly come before the
Annual Meeting any adjournments thereof.

Please sign and date this Proxy. Date ________________________________

_____________________________________________
Shareholder sign here Co-owner sign here

Mark box at right if comments or address change have been noted on the reverse
side of this card. / /

RECORD DATE SHARES:

00250131/AF1