DEF 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No.___ )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive additional materials |
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Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 |
THE KOREA FUND, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity 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. |
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Amount previously paid: |
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Form, Schedule or Registration Statement no.: |
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Date Filed: |
To the Stockholders:
The Annual Meeting of Stockholders (the Annual
Meeting) of The Korea Fund, Inc. (the Fund) is
to be held at 4:00 p.m., Eastern time, on October 25,
2006, at the offices of Deutsche Asset Management, 345 Park
Avenue (at 51st-52nd Streets), New York, New York 10154.
Stockholders who are unable to attend the Annual Meeting are
strongly encouraged to vote by proxy, which is customary in
corporate meetings of this kind. A Proxy Statement regarding the
Annual Meeting, a proxy card for your vote at the Annual
Meeting, and an envelope postage-prepaid
in which to return your proxy card are enclosed. You may also
vote by touch-tone telephone or through the internet by
following the instructions on the enclosed proxy card.
At the Annual Meeting, the stockholders will elect two
Class III Directors. 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. All of our
independent Directors plan to attend this meeting and look
forward to meeting interested stockholders.
Your Funds Directors recommend that you vote in favor of
the nominees for Class III Director.
Respectfully,
Julian Reid
Chairman of the Board,
on behalf of the full Board
STOCKHOLDERS ARE URGED TO SIGN AND DATE THE ENCLOSED 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.
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 (the
Annual Meeting) of The Korea Fund, Inc. (the
Fund) has been called to be held at the offices of
Deutsche Asset Management, 345 Park Avenue (at
51st-52nd Streets), New York, New York 10154, on
October 25, 2006 at 4:00 p.m., Eastern time, to elect
two Class III Directors of the Fund, each to hold office
for a term of three years and until his successor shall have
been duly elected and qualified.
The appointed proxies will vote in their discretion on any other
business as may properly come before the Annual 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 11, 2006 are entitled to
vote at the Annual Meeting or any adjournments or postponements
thereof.
By order of the Board of Directors,
John Millette, Secretary
September 8, 2006
IMPORTANT We urge you to sign and date the
enclosed proxy card and mail it in the enclosed postage-prepaid
envelope or vote by touch-tone telephone or through the
internet, so as to ensure a quorum at the Annual Meeting. This
is important whether you own few or many shares. Your prompt
voting may save the Fund the necessity and expense of further
solicitations to ensure a quorum at the Annual Meeting. If you
can attend the Annual Meeting and wish to vote your shares in
person at that time, you will be able to do so.
If you have any questions concerning the procedures to be
followed to vote your shares, please contact Georgeson, Inc. at
800-843-0369.
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., a Maryland corporation (the Fund), for
use at the Annual Meeting of Stockholders, to be held at the
offices Deutsche Asset Management, 345 Park Avenue (at
51st-52nd Streets), New York, New York 10154, on
October 25, 2006 at 4:00 p.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 8, 2006 or as soon as practicable thereafter. If
the enclosed proxy is executed and returned, or an internet or
telephonic vote is delivered, that vote may nevertheless be
revoked at any time prior to its use by written notification
received by the Fund (addressed to the Funds Secretary at
the Funds principal executive offices, 345 Park Avenue,
New York, New York 10154), by the execution of a later-dated
proxy, by the Funds receipt of a subsequent valid internet
or telephonic vote, or by attending the Meeting and voting in
person. Proxies voted by telephone or through the internet may
be revoked at any time before they are voted in the same manner
that proxies voted by mail may be revoked. 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 the
nominees for Class III Director named in the Proxy
Statement and in the discretion of the proxy holders on any
other matter that may properly come before the Meeting.
The presence at any Fund 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.
With respect to the election of Director nominees, abstentions
and broker-non-votes will have the same effect as a vote not to
elect the nominees, because election of a nominee requires the
affirmative vote of a majority of the shares present in person
or by proxy and entitled to vote. See Proposal: Election
of Directors Required Vote.
Holders of record of the common stock of the Fund at the close
of business on August 11, 2006 (the Record
Date) will be entitled to one vote per share on all
business of the Meeting and any adjournments or postponements.
There were 26,967,347 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 Funds annual report for its fiscal year ended
June 30, 2006 and a copy of the Funds semi-annual
report for the six-month period ended December 31, 2005,
without charge, by calling (800) 349-4281 or writing the
Fund at 345 Park Avenue, New York, New York 10154.
THE KOREA FUND, INC. 1
PROPOSAL: ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, with each
Director serving for a term of three years. Only Class III
Directors are up for election at the Meeting. The terms of the
Class I and Class II Directors do not expire this year.
Persons named in the accompanying proxy card intend, in the
absence of contrary instructions, to vote all proxies in favor
of the election of each of the nominees listed below as a
Class III Director of the Fund, each such nominee to serve
for a term of three years and until his successor is duly
elected and qualifies. Ronaldo A. da Frota Nogueira and Richard
A. Silver are both currently Class III Directors. The Board
appointed Mr. Silver as a new Class III Director at
its July 12, 2006 meeting, filling the vacancy created by
the resignation of Mr. Kenneth C. Froewiss. Each nominee
has consented to stand for election and to serve if elected. If
any 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 that
nominee. For election of Class III Directors at the
Meeting, the Board of Directors has approved the nomination of
the individuals listed below.
Information Concerning the Nominees
The following table sets forth certain information concerning
the nominees for Class III Directors of the Fund. Unless
otherwise noted, the nominees have engaged in the principal
occupation listed in the following table for more than five
years, but not necessarily in the same capacity.
Class III Nominees to Serve until 2009
Annual Meeting of Stockholders
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Dollar Range of Equity |
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Securities in All Registered |
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Investment Companies |
Name (Age) |
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Present Office with the Fund; |
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Dollar Range of |
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Overseen by Director in |
Address |
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Principal Occupation or |
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Year First |
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Equity Securities |
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Family of Investment |
Independent |
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Employment and Directorships in |
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Became a |
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in the Fund as of |
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Companies as of |
Directors*1 |
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Publicly Held Companies |
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Director |
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June 30, 2006** |
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December 31, 2005** |
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Ronaldo A. da Frota Nogueira (68) |
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Director of the Fund; Director and Chief Executive Officer, IMF
Editora Ltd. (financial publisher); Chairman of the
Certification Committee and Director, APIMEC Nacional (Brazilian
Association of Investment Professionals and Analysts); Member,
Board of the Association of Certified International Investment
Analysts (ACIIA). Formerly, Director of DWS Global Commodities
Stock Fund, Inc. (2004-2005) and DWS Global High Income Fund,
Inc. (1992-2005). |
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2000 |
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Over $100,000 |
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Over $100,000 |
Richard A. Silver (59) |
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Director of the Fund; Retired. Formerly, Executive Vice
President, Fidelity Investments (2000-2005);
Treasurer & CFO, Fidelity Investments (1997-2000). |
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2006 |
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None |
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None |
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2 THE KOREA FUND, INC.
Information Concerning Continuing Directors
The following table sets forth certain information regarding the
Funds Class I and Class II Directors. As
mentioned, these Directors are not up for election this year.
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 2007 Annual
Meeting of Stockholders
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Securities in All |
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Registered Investment |
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Companies Overseen |
Name (Age) |
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Present Office with the Fund; Principal |
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by Director in Family |
Address |
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Occupation or Employment and |
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Year First |
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Equity Securities |
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of Investment |
Independent |
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Became a |
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in the Fund as of |
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Companies as of |
Directors*1 |
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Companies |
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Director |
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June 30, 2006** |
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December 31, 2005** |
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Julian Reid (62)
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Director and Chairman of the Fund; Director and Chief Executive
Officer of 3a Asset Management Limited (since 1998); Director
and Chairman 3a Funds Group (since 1998); President of the
Saffron Fund, Inc. (1994-1998, 2004); Director and Chairman of
the Saffron Fund, Inc. (1994-2004, Chairman since 1998);
Director and Chairman of Morgans Walk Properties Ltd.
(2002-2006); Director of JF China Region Fund, Inc. (since
1997); and Director and Chairman of Prosperity Voskhod Fund Ltd.
(since 2006). |
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2004 |
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None |
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None |
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Christopher Russell (57) |
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Director of the Fund; Consultant at GaveKal Research (since
2001) (economic and asset strategy research). Director of each
of British Airways Pension Investment Management Company Ltd.
(since 2005); Candover plc (since 2004); Salters Management
Company Ltd. (since 2003); LIM Japan Fund (since 2002); Enhanced
Index Funds (since 2002); Investec High Income Trust plc (since
2001); JP Morgan Fleming Japanese Smaller Companies Investment
Trust plc (since 2006); and Gartmore Investment Management plc
(1997-2001). |
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2004 |
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None |
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None |
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THE KOREA FUND, INC. 3
Class II Directors Serving until 2008 Annual
Meeting of Stockholders
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Securities in All |
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Registered Investment |
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Companies Overseen |
Name (Age) |
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Present Office with the Fund; Principal |
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Dollar Range of |
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by Director in Family |
Address |
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Occupation or Employment and |
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Year First |
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Equity Securities |
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of Investment |
Independent |
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Directorships in Publicly Held |
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Became a |
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in the Fund as of |
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Companies as of |
Directors*1 |
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Companies |
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Director |
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June 30, 2006** |
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December 31, 2005** |
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Kesop Yun (61)
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Director of the Fund; Professor (formerly Dean, 1999-2001),
College of Business Administration, Seoul National University,
Seoul, Korea; Director, The Korea Liberalisation Fund, Inc.
(U.K.) (1996-1999); Visiting Professor of London Business School
(1997-1998); President, Korea Securities & Economy
Institute (1994-1995) and Korea Tax Association (1994-1995).
Formerly, Director of DWS Global Commodities Stock Fund, Inc.
(2004-2005) and DWS Global High Income Fund, Inc. (2001-2005). |
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1999*** |
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None |
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None |
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All Directors and Officers as a Group |
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4,000 shares |
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Less than 1% of shares of the Fund |
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* |
Directors considered by the Fund and its counsel not to be
interested persons of the Fund, or the Funds
investment manager, Deutsche Investment Management Americas,
Inc., or the Funds subadvisor, Deutsche Investment
Trust Management Company Limited. |
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** |
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. Equity security holdings were valued as of
June 30, 2006. |
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*** |
Mr. Yun previously served on the Board of the Fund from
1984 to 1988. |
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1 |
For purposes of Fund business, all Directors may be contacted at
the following address: c/o Deutsche Investment Management
Americas, Inc., 345 Park Avenue, New York, NY 10154. |
4 THE KOREA FUND, INC.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), and Section 30(h)
of the Investment Company Act of 1940, as amended (the
1940 Act), as applied to a closed-end management
investment company, require the Funds Directors and
executive officers, Deutsche Investment Management Americas,
Inc. (DeIM), the Funds investment manager,
affiliates of the Funds investment manager, and persons
who beneficially own more than ten percent of a registered class
of the Funds outstanding securities (all such persons
collectively, Reporting Persons) to file reports of
ownership of the Funds securities and changes in such
ownership with the Securities and Exchange Commission (the
SEC). Such persons are required by SEC regulations
to furnish the Fund with copies of all such filings.
Based on a review of reports filed by the Funds Directors
and executive officers, the Funds investment manager,
officers and Directors of the investment manager, affiliated
persons of the Funds investment manager, and beneficial
holders of 10% or more of the Funds outstanding stock, and
written representations by the Reporting Persons that no
year-end reports were required for such persons, all filings
required by Section 16(a) of the Exchange Act for the
Funds fiscal year ended June 30, 2006 were timely,
except that John Robbins, an officer of the Funds
investment manager, filed a Form 3 twenty-seven days late.
As a convenience to the Directors, the Funds investment
manager assists the Directors in making their Section 16
filings.
According to a Schedule 13F filing made with the SEC on
June 30, 2006, the following shareholder owned beneficially
more than 5% of the Funds outstanding common stock:
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Name and Address of |
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Amount and Nature of |
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Title of Class |
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Beneficial Owner |
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Beneficial Ownership |
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Percent of Class |
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Common Stock
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City of London Investment Group, PLC
c/o City of London Investment Management
Company, Limited, 10 Eastcheap,
London, EC3M ILX, England |
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6,527,452 shares1 |
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24.21% |
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1 |
City of London Investment Group, PLC held sole voting power and
sole investment power with respect to the above number of
shares. City of London Investment Group, PLC held
6,527,452 shares, or 24.21%of the Funds outstanding
stock, through its control of City of London Investment
Management Company Limited. |
Except as noted above, to the best of the Funds knowledge,
as of July 31, 2006, no other person owned beneficially
more than 5% of the Funds outstanding stock.
THE KOREA FUND, INC. 5
Committees of the Board - Board Meetings
The Board of Directors of the Fund met six times during the
fiscal year ended June 30, 2006. Each Director attended at
least 75% of the total number of meetings of the Board of
Directors and of all committees of the Board on which he served
as a regular member.
The Board of Directors seeks to have at least a majority of its
members present at annual stockholder meetings. At the
Funds most recent annual stockholder meeting on
December 14, 2005, a majority of the Board attended either
in person or via telephone.
The Board of Directors, in addition to an Executive Committee,
has an Audit Committee, a Valuation Committee, and a Nominating
and Governance Committee (formerly the Committee on Independent
Directors).
Audit Committee
The Board has an Audit Committee consisting of those Directors
who are not interested persons of the Fund or of DeIM
(Independent Directors), as defined in the 1940 Act,
the Committee being established in accordance with
Section 3(a)(58) of the Exchange Act. The Audit Committee
met five times during the fiscal year ended June 30, 2006.
The members of the Audit Committee are independent, as
independence is defined in the listing standards of the New York
Stock Exchange, Inc. applicable to closed-end funds. The Audit
Committees purposes are (i) to oversee the
Funds accounting and financial reporting policies and
practices, the Funds internal controls (including
disclosure controls and procedures), and, as appropriate, the
internal controls of certain Fund service providers;
(ii) to oversee the quality and objectivity of the
Funds financial statements and the independent audit
thereof; (iii) to exercise direct responsibility for the
appointment, compensation, retention and oversight of the work
performed by the Funds independent auditors for the
purpose of preparing or issuing an audit report or performing
other audit, review or attest services for the Fund;
(iv) to act as a liaison between the Funds
independent registered public accounting firm and the Board;
(v) to oversee the Funds compliance with legal and
regulatory requirements; and (vi) to prepare an audit
committee report as required by Item 306 of
Regulation S-K to be included in the Funds annual
proxy statement relating to the election of Directors.
Audit Committees Pre-Approval Policies and
Procedures. The Audit Committee must approve in advance
the engagement of the Funds independent registered public
accounting firm (i) to provide audit or non-audit services
to the Fund; and (ii) non-audit services to DeIM or its
control affiliates that relate directly to the Funds
operations and financial reporting. In addition, the Funds
independent registered public accounting firm must notify the
Funds Audit Committee not later than the Audit
Committees next meeting if the independent registered
public accounting firm enters into an engagement with DeIM or
its control affiliates for any other services with projected
fees in excess of $25,000. Such notification must include a
general description of the services awarded, the entity that is
to be the recipient of such services, the timing of the
engagement, the entitys reason for selecting the
Funds independent accountants, and the projected fees.
The Audit Committees duties are described in the Audit
Committees charter, which was adopted by the Board of
Directors and is attached to this Proxy Statement as
Appendix A.
At a meeting held on July 12, 2006, the Audit Committee and
the Board of Directors of the Fund, including a majority of the
Independent Directors, selected PricewaterhouseCoopers LLP
(PWC) to act as the independent registered public
accounting firm for the Fund for the fiscal year ending
June 30, 2007. The
6 THE KOREA FUND, INC.
Funds financial statements for the fiscal years ended
June 30, 2006 and June 30, 2005 were audited by PWC.
Services Billed by PWC to the Fund. The following
table sets forth the aggregate fees that PWC billed to the Fund
during the Funds last two fiscal years for professional
services rendered by PricewaterhouseCoopers LLP.
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Fiscal Year |
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Audit Fees |
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Audit-Related Fees |
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Tax Fees |
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All Other Fees |
Ended |
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Billed to the Fund |
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Billed to the Fund |
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Billed to the Fund |
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Billed to the Fund |
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June 30, 2006
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$65,150 |
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$0 |
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$0 |
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$0 |
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June 30, 2005
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$106,000 |
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$225 |
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$20,000 |
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$0 |
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The fees disclosed in the table above under the caption
Audit Fees are the fees billed for professional
services rendered for the audits of the Funds annual
financial statements and review of financial statements included
in the Funds
Form N-CSRs and
for services that are normally provided by the independent
registered public accounting firm in connection with statutory
and regulatory filings or engagements. The fees disclosed under
the caption Audit-Related Fees are the fees billed
for assurance and related services that are reasonably related
to the performance of the audit or review of the Funds
financial statements and are not reported under Audit
Fees, and include fees billed for agreed-upon procedures
performed by PWC. Tax Fees are the fees billed for
professional services rendered for tax compliance and tax return
preparation. All Other Fees are the fees billed for
products and services provided, other than the services
described above.
Services Billed by PWC to DeIM and Affiliated
Fund Service Providers. The following table sets
forth the aggregate fees that PWC billed to the DeIM and any
entity controlling, controlled by or under common control with
DeIM (Control Affiliate) that provides ongoing
services to the Fund (Affiliated Fund Service
Provider) for engagements directly related to the
Funds operations and financial reporting, during the
Funds last two fiscal years.
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Audit-Related Fees Billed to |
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Tax Fees Billed to DeIM and |
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All Other Fees Billed to DeIM |
Fiscal Year |
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DeIM and Affiliated Fund |
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Affiliated Fund Service |
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and Affiliated Fund Service |
Ended |
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Service Providers |
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Providers |
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Providers |
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June 30, 2006
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$45,200 |
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$197,605 |
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$0 |
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June 30, 2005
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$264,200 |
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$0 |
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$0 |
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The fees disclosed in the table above under the caption
Audit-Related Fees are the fees billed for services
in connection with the assessment of internal controls,
agreed-upon procedures and additional related procedures
performed by PWC. The fees disclosed in the table above under
the caption Tax Fees are the fees billed for
consultation services and agreed-upon procedures performed by
PWC.
THE KOREA FUND, INC. 7
Non-Audit Services. The following table sets forth
the aggregate fees that PWC billed during the Funds last
two fiscal years for non-audit services.
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Total Non-Audit Fees Billed to | |
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Total Non-Audit Fees | |
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Adviser and Affiliated Fund Service | |
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Billed to Adviser and | |
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Providers (engagements related to | |
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Affiliated Fund Service | |
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Total Non-Audit | |
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Fund operations and financial | |
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Providers (all other | |
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Fiscal Year |
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Fees Billed to Fund | |
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reporting) | |
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engagements) | |
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Total of Columns | |
Ended |
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(C) | |
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A, B, and C | |
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June 30, 2006
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$0 |
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$197,605 |
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$15,000 |
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$212,605 |
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June 30, 2005
|
|
|
$20,000 |
|
|
|
$0 |
|
|
|
$89,634 |
|
|
|
$109,635 |
|
|
The fees disclosed in the table above under the caption
Total Non-Audit Fees Billed to Adviser and Affiliated
Fund Service Providers (all other engagements) are
the fees billed for services in connection with risk management,
tax services, and process improvement/integration initiatives
for DeIM and other related entities that provide support for the
operations of the Fund.
The Funds Audit Committee gave careful consideration to
the non-audit related services provided by PWC to the Fund, DeIM
and Affiliated Fund Service Providers, and, based in part
on certain representations and information provided by PWC,
determined that the provision of these services was compatible
with maintaining PWCs independence.
Representatives of PWC are not expected to be present at the
Meeting, but will be available by telephone to respond to
appropriate questions and to make a statement if they wish to do
so.
Audit Committee Report
In connection with the audited financial statements as of and
for the fiscal year ended June 30, 2006 included in the
Funds Annual Report for the fiscal year ended
June 30, 2006 (the Annual Report), at a meeting
held on August 22, 2006, the Audit Committee considered and
discussed the audited financial statements with management and
the independent registered public accounting firm, and discussed
the audit of such financial statements with the independent
registered public accounting firm.
The Audit Committee also discussed with the independent
registered public accounting firm the matters required to be
discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees). The independent
registered public accounting firm provided to the Committee the
written disclosure and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions
with Audit Committees), and the Audit Committee discussed
with representatives of the independent registered public
accounting firm their firms independence.
The members of the Audit Committee are not professionally
engaged in the practice of auditing or accounting and are not
employed by the Fund for accounting, financial management or
internal control. Moreover, the Audit Committee relies on and
makes no independent verification of the facts presented to it
or representations made by management or the independent
accountants. Accordingly, the Audit Committees oversight
does not provide an independent basis to determine that
management has maintained appropriate accounting and financial
reporting principles or policies, or internal controls and
procedures, designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the
Audit Committees considerations and discussions referred
to above do not provide assurance that the audit of the
Funds financial statements has been carried out in
accordance with the auditing standards of the
8 THE KOREA FUND, INC.
Public Company Accounting Oversight Board (United States)
generally accepted in the United States of America or that the
financial statements are presented in accordance with accounting
principles generally accepted in the United States of America.
Based on its consideration of the audited financial statements
and the discussions referred to above with management and the
independent registered public accounting firm and subject to the
limitation on the responsibilities and role of the Audit
Committee set forth in the Audit Committees Charter and
those discussed above, the Audit Committee of the Fund
recommended to the Funds Board of Directors that the
audited financial statements be included in the Funds
Annual Report.
The Audit Committee currently consists of Messrs. Silver
(Chair), Nogueira, Reid, Russell, and Yun.
Nominating and Governance Committee
The Nominating and Governance Committee is comprised of
Independent Directors. The members of the Committee are
independent, as independence is defined in the listing standards
of the New York Stock Exchange, Inc. applicable to closed-end
funds. The Committee met once during the fiscal year ended
June 30, 2006 and held a subsequent meeting on
July 12, 2006 to recommend Mr. Silver as a nominee for
Independent Director.
The primary purposes and responsibilities of the Committee are
(i) to identify individuals qualified to become members of
the Board in the event that a position is vacated or created;
(ii) to recommend for the Boards selection the
Director nominees for the next annual meeting of stockholders;
(iii) to set any necessary standards or qualifications for
service on the Board; (iv) to review and evaluate the
compensation practices of the Independent Directors and to
recommend any changes thereto to the Board; (v) to
determine the policies governing retirement of all Independent
Directors; (vi) to perform periodic evaluations of the
effectiveness of the Independent Directors; and (vii) to
consider such other matters of special relevance to the
Independent Directors.
The Committee requires that Director candidates have a college
degree or equivalent business experience. The Committee may take
into account a wide variety of factors in considering Director
candidates, including (but not limited to) (i) availability
and commitment of a candidate to attend meetings and perform his
or her responsibilities on the Board; (ii) relevant
industry and related experience; (iii) educational
background; (iv) financial expertise; (v) an
assessment of the candidates ability, judgment and
expertise; and (vi) overall diversity of the Boards
composition.
The Board of Directors has adopted a written charter for the
Nominating and Governance Committee, which is attached to this
Proxy Statement as Appendix B. The Nominating and
Governance Committees Charter is not available on the
Funds website.
The Committee will consider and evaluate nominee candidates
properly submitted by stockholders on the same basis as it
considers and evaluates candidates recommended by other sources.
Appendix A to the charter (which is part of
Appendix B hereto), as it may be amended from time
to time by the Committee, sets forth procedures that must be
followed by stockholders to properly submit a nominee candidate
to the Committee. Recommendations not properly submitted in
accordance with Appendix A to the charter will not
be considered by the Committee.
THE KOREA FUND, INC. 9
Executive Committee
The Executive Committee is empowered with, and the Directors
have delegated to such Committee, all of the powers of the
Directors that are not otherwise delegated and that may lawfully
be exercised by an executive committee. The Executive Committee
is authorized to act when the full Board of Directors is not in
session. Mr. Reid serves on the Executive Committee.
Messrs. Nogueira, Russell, and Yun serve as alternate
members on the Executive Committee. The Executive Committee did
not meet during the Funds fiscal year ended June 30,
2006.
Valuation Committee
The Valuation Committee monitors the valuation of portfolio
securities and other investments and, as required by the
Funds valuation policies when the full Board is not in
session, determines the fair value of certain illiquid and other
portfolio holdings after consideration of all relevant factors,
which determinations are reported to the full Board.
Messrs. Nogueira and Russell serve as members of the
Valuation Committee, with Mr. Reid serving as an alternate.
The Valuation Committee met twice during the fiscal year ended
June 30, 2006.
Stockholder Communications with Directors
The Fund has established procedures for stockholders to send
communications to the Board of Directors. Communications should
be sent in writing to the Board of Directors of The Korea Fund,
Inc., c/o, John Millette, Secretary to the Fund, 345 Park
Avenue, New York, New York 10154. The Secretary of the Fund will
promptly forward copies of all written correspondence to the
Directors.
10 THE KOREA FUND, INC.
Executive Officers
The name, age, present Fund office, and principal occupation of
each of the Funds principal executive officers are set
forth below. Unless otherwise noted, the address of each such
person is c/o the Fund, 345 Park Avenue, New York, New York
10154.
|
|
|
|
|
|
|
|
|
Present Office with the Fund; |
|
Year First Became | |
Name (Age) |
|
Principal Occupation or Employment1 |
|
an Officer2 | |
| |
Michael G. Clark (41)
|
|
President of the Fund; Managing Director, Deutsche Asset
Management (2006 present); President, The Central Europe
and Russia Fund, Inc. (since June 2006), The European Equity
Fund, Inc. (since June 2006), The New Germany Fund, Inc. (since
June 2006), DWS Global High Income Fund, Inc. (since June
2006), DWS Global Commodities Stock Fund, Inc. (since June
2006), DWS RREEF Real Estate Fund, Inc. (since June 2006),
DWS RREEF Real Estate Fund II, Inc. (since June 2006);
formerly, Director of Fund Board Relations (2004 2006) and
Director of Product Development (2000 2004), Merrill Lynch
Investment Managers; Senior Vice President Operations, Merrill
Lynch Asset Management (1999 2000). |
|
|
2006 |
|
|
Terrence S. Gray (36)
|
|
Vice President of the Fund; Managing Director of Deutsche Asset
Management |
|
|
2005 |
|
|
Paul H. Schubert (43)
|
|
Treasurer and Chief Financial Officer of the Fund; Managing
Director, Deutsche Asset Management (since July 2004); formerly,
Executive Director, Head of Mutual Fund Services and Treasurer
for UBS Family of Funds at UBS Global Asset Management
(1994 2004). |
|
|
2004 |
|
|
Elisa Metzger (43)
|
|
Chief Legal Officer of the Fund; Director of Deutsche Asset
Management (since 2005). Formerly, Counsel, Morrison and
Foerster, LLP (1999 2005). |
|
|
2005 |
|
|
Philip W. Gallo (44)
|
|
Chief Compliance Officer of the Fund; Managing Director of
Deutsche Asset Management (since 2003). Formerly, Co-Head of
Goldman Sachs Asset Management Legal (1994 2003). |
|
|
2004 |
|
|
John Millette (44)
|
|
Secretary of the Fund; Director of Deutsche Asset Management. |
|
|
2005 |
|
|
Scott M. McHugh (34)
|
|
Assistant Treasurer of the Fund; Director of Deutsche Asset
Management. |
|
|
2005 |
|
THE KOREA FUND, INC. 11
|
|
|
|
|
|
|
|
|
Present Office with the Fund; |
|
Year First Became | |
Name (Age) |
|
Principal Occupation or Employment1 |
|
an Officer2 | |
| |
Kathleen Sullivan DEramo (47)
|
|
Assistant Treasurer of the Fund; Director of Deutsche Asset
Management. |
|
|
2003 |
|
|
Caroline Pearson (44)
|
|
Assistant Secretary of the Fund; Managing Director of Deutsche
Asset Management. |
|
|
1998 |
|
|
|
|
1 |
Unless otherwise stated, all executive officers have been
associated with DeIM, Deutsche Asset Management, or predecessor
organizations for more than five years, although not necessarily
in the same capacity. Messrs. Gray, Schubert, and Millette
and Mses. DEramo and Pearson own securities of Deutsche
Bank AG. |
|
2 |
The President, Treasurer, and Secretary each hold office until
the next annual meeting of the Board of Directors and until his
successor has been duly elected and qualifies. All other
officers hold office in accordance with the Funds By-Laws. |
12 THE KOREA FUND, INC.
Transactions with and Remuneration of Directors and
Officers
The aggregate direct remuneration incurred by the Fund for
payment to Independent Directors was $150,962, including
expenses, for the fiscal year ended June 30, 2006. Each
such Independent Director currently receives fees, paid by the
Fund, of $3,000 per Directors meeting attended and an
annual Directors fee of $14,000, except the Chairman of
the Board, who receives an additional $12,000 annual fee. The
Chairman of the Audit Committee receives an additional $7,000
annual fee for serving in that capacity. Each Independent
Director also receives $3,000 per committee meeting
attended. In addition, each Independent Director is eligible to
receive a full-day per diem fee of $1,500 or a half-day per diem
fee of $750 as compensation for taking on special assignments at
the request of the Board. DeIM supervises the Funds
investments, pays the compensation and certain expenses of its
personnel who serve as officers of the Fund, and receives a
management fee for its services. Several of the Funds
officers are also officers, Directors, employees, or
stockholders of DeIM and participate in the fees paid to that
firm, although the Fund makes no direct payments to them.
The following Compensation Table provides, in tabular form, the
following data:
Column (1): All Directors who received compensation from
the Fund during the period.
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. The Fund does not
pay such benefits to its Directors.
Column (5): Total compensation received by a Director
from the Fund, plus compensation received from all funds managed
by DeIM for which a Director served during the period. The total
number of funds from which the Director received such
compensation is also provided in column (5). Generally,
compensation received by a Director for serving on the Board of
a closed-end fund is greater than the compensation received by a
Director for serving on the Board of an open-end fund.
THE KOREA FUND, INC. 13
Compensation Table for the Fiscal Year ended June 30,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
(2) |
|
(3) |
|
(4) |
|
(5) |
|
|
|
|
|
|
|
|
Aggregate Compensation |
|
|
Aggregate |
|
Pension or Retirement |
|
Estimated Annual |
|
as a Director/Trustee |
Name of Person, |
|
Compensation |
|
Benefits Accrued as |
|
Benefits Upon |
|
of the Fund and Other |
Position |
|
from the Fund |
|
Part of Fund Expenses |
|
Retirement |
|
DWS Scudder Funds1 |
|
Robert J. Callander,
|
|
|
$9,087 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
$196,356 |
|
Director*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 funds) |
|
Kenneth C. Froewiss,
|
|
|
$16,625 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
$129,687 |
|
Director**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48 funds) |
|
William H. Luers,
|
|
|
$6,723 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
$82,656 |
|
Director***
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 funds) |
|
Ronaldo A. da Frota
|
|
|
$27,500 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
$108,238 |
|
Nogueira, Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 funds) |
|
Julian Reid, Director
|
|
|
$45,500 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
$16,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 fund) |
|
Christopher Russell,
|
|
|
$26,750 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
$15,500 |
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 fund) |
|
Richard A. Silver,
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Director****
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kesop Yun,
|
|
|
$18,777 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
$96,732 |
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 funds) |
|
|
|
|
* |
Mr. Callander was a Director of the Fund until
October 12, 2005. |
|
|
** |
Mr. Froewiss was a Director of the Fund until
March 31, 2006. |
|
|
*** |
Mr. Luers was a Director of the Fund until
December 14, 2005. |
|
|
**** |
Mr. Silver was appointed as a Director on July 12,
2006. |
|
|
1 |
Aggregate compensation information is as of December 31,
2005. |
Required Vote
Election of the listed nominees for Class III Director
requires the affirmative vote of the holders of a majority of
the shares present in person or by proxy and entitled to vote
thereon. If a nominee does not receive the required vote, the
Director holding over shall continue as a Director until his
successor is elected and qualifies. Your Funds
Directors recommend that stockholders vote FOR the listed
nominees.
The Investment Manager
Under the supervision of the Board of Directors of the Fund,
DeIM, with headquarters at 345 Park Avenue, New York, New York,
makes the Funds investment decisions, buys and sells
securities for the Fund, and conducts research that leads to
these purchase and sales decisions. DeIM and its predecessors
have more than 80 years of experience managing mutual
funds. DeIM provides a full range of investment advisory
services to institutional and retail clients. The Funds
investment advisor is also responsible for selecting brokers and
dealers and for negotiating brokerage commissions and dealer
charges.
Deutsche Asset Management is the marketing name in the
U.S. for the asset management activities of Deutsche Bank
AG, DeIM, Deutsche Asset Management Inc., Deutsche Asset
Management Investment Services Ltd., Deutsche Bank Trust Company
Americas and Scudder Trust Company. Deutsche Asset Management is
a global asset management organization that offers a wide range
of investing expertise and
14 THE KOREA FUND, INC.
resources, including hundreds of portfolio managers and analysts
and an office network that reaches the worlds major
investment centers. DeIM is an indirect wholly owned subsidiary
of Deutsche Bank AG. Deutsche Bank AG is a major global banking
institution that is engaged in a wide range of financial
services, including investment management, mutual fund, retail,
private and commercial banking, investment banking, and
insurance.
Appendix C contains information regarding each
Director and principal executive officer of DeIM.
The Subadvisor
On April 3, 2002, the Directors of the Fund approved a
Research and Advisory Agreement between DeIM and Deutsche
Investment Trust Management Company Limited (the
Korean Advisor), a wholly owned subsidiary of
Deutsche Bank, which serves as subadvisor to the Fund. The
address of the Korean Advisor and the principal business address
of each Director and principal officer, as it relates to his or
her duties at the Korean Advisor, is 19F, Youngpoong Building,
33, Seorin-Dong,
Chongro-ku, Seoul,
Korea 110-752. The
Korean Advisor is registered with the Securities and Exchange
Commission as an investment advisor under the Investment
Advisers Act of 1940, as amended, and began serving as
subadvisor to the Fund on July 9, 2002. The Korean Advisor
renders investment advisory and management services with regards
to that portion of the Funds portfolio allocated to the
Korean Advisor by DeIM.
The principal occupations of each Director and principal
executive officer of the Korean Advisor as of July 31, 2006
are set forth below. No Directors or officers of the Fund are
employees, officers, Directors, or shareholders of the Korean
Advisor.
|
|
|
|
|
|
|
Position with the Korean Advisor and |
|
|
Name |
|
Principal Occupation |
|
|
|
Yong-Il Shin
|
|
Director and Chief Executive Officer |
|
|
Jae-Heon Lee
|
|
Director and Head of Fixed Income Investment |
|
|
Chong-Soo Lee
|
|
Director and Head of Marketing & Sales |
|
|
Jin-Kwon Chung
|
|
Director and Head of Compliance |
|
|
|
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 comes before the Meeting or any adjournment or
postponement thereof in their discretion.
Miscellaneous
Proxies will be solicited by mail and may be solicited in person
or by telephone by officers of the Fund or personnel of Deutsche
Asset Management. The Fund has retained Georgeson, Inc.
(Georgeson), 17 State Street, New York, New York
10004 to assist in the proxy solicitation. Georgeson will be
paid a fee not to exceed $1,500 plus expenses. The costs and
expenses connected with the solicitation of proxies by the
Funds officers or Georgeson, in person or by telephone,
will be borne by the Fund. The Fund will reimburse banks,
brokers, and other persons holding the Funds 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.
THE KOREA FUND, INC. 15
Solicitation of proxies is being made primarily by the mailing
of this Proxy Statement with its enclosures on or about
September 8, 2006. As mentioned above, Georgeson will
assist in the solicitation of proxies.
As the meeting date approaches, certain stockholders may receive
telephone calls from representatives of Georgeson if their votes
have not been received. Authorization to permit Georgeson to
execute proxies may be obtained by telephonic instructions or
electronically transmitted instructions from stockholders of the
Fund. If proxies are obtained telephonically, they will be
recorded in accordance with procedures that are consistent with
applicable law and that the Fund believes are reasonably
designed to ensure that both the identity of the stockholder
casting the vote and the voting instructions of the stockholder
are accurately determined.
If a stockholder wishes to participate in a meeting, but does
not wish to give a proxy by telephone, the stockholder may still
submit the proxy card originally sent with this Proxy Statement.
Should stockholders require additional information regarding the
proxy or a replacement proxy card, they may contact Georgeson
toll-free at
1-800-843-0369. Any
proxy given by a stockholder is revocable until voted at a
meeting. See Proxy Statement-General.
In the event that sufficient votes in favor of any proposal set
forth in the Notice of this Meeting are not received by
October 25, 2006, 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 a majority of
the votes entitled to be cast 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 that 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 pursuant to
Rule 14a-8 under
the Exchange Act for inclusion in the proxy statement for the
Funds 2007 annual meeting of stockholders should send
their written proposals to the Secretary of the Fund,
c/o Deutsche Investment Management Americas Inc., at 345
Park Avenue, New York, New York 10154 by May 11, 2007. The
timely submission of a proposal does not guarantee its inclusion.
For nominations of candidates for election as Directors (other
than nominations made by or at the recommendation of the
Directors) or other business to be properly brought before the
annual meeting by a stockholder, the stockholder must comply
with the Funds By-Laws, which, among other things, require
that the stockholder must give timely notice thereof in writing
to the Secretary of the Fund, the stockholder must be a
stockholder of record, and the notice must contain the
information about the nomination or other business that is
required by the Funds By-Laws. To be timely, any such
notice must be delivered to or mailed by certified mail, return
receipt requested, and received at the principal executive
offices of the Fund not later than 90 days nor more than
120 days prior to the date of the meeting; provided,
however, that if less than 100 days notice or prior
public disclosure is given or made to stockholders, any such
notice by a stockholder to be timely must be so received not
later than the close of business on the 10th day following
the earlier of the day on which such notice of the date of the
annual or special meeting was given or such public disclosure
was made.
16 THE KOREA FUND, INC.
The Fund may exercise discretionary voting authority with
respect to stockholder proposals for the 2007 meeting of
stockholders that 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 within the time frame indicated
above. 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 8, 2006
THE KOREA FUND, INC. 17
APPENDIX A
THE KOREA FUND, INC.
AUDIT COMMITTEE CHARTER
ADOPTED APRIL 7, 2004 (AND REVISED AS OF APRIL 2005)
This document constitutes the Charter of the Audit Committee
(the Committee) of the Board of Directors of The
Korea Fund, Inc. (the Fund). The Board of Directors
of the Fund (the Board) established the Committee to
provide oversight with respect to the Funds accounting and
financial reporting policies and practices.
|
|
1. |
Organization. The Committee shall be composed of three or
more members of the Board who are not interested
persons (as defined in the Investment Company Act of 1940)
of the Fund, who do not directly or indirectly receive
consulting, advisory or other compensatory fees from the Fund or
from the Funds investment adviser or its affiliates,
except fees from the Fund for services as a Director, and who
satisfy any independence or expertise requirements of the
exchange(s) on which the Funds shares are traded. |
|
2. |
Meetings. The Committee shall meet on a regular basis as
necessary or appropriate, and is empowered to hold special
meetings as circumstances warrant. |
3. Committee Purposes. The
purposes of the Committee are as follows:
|
|
(a) |
To oversee the Funds accounting and financial reporting
policies and practices, the Funds internal controls
(including disclosure controls and procedures) and, as
appropriate, the internal controls of certain Fund service
providers; |
|
(b) |
To oversee the quality and objectivity of the Funds
financial statements and the independent audit thereof; |
|
(c) |
To exercise direct responsibility for the appointment,
compensation, retention and oversight of the work performed by
the Funds independent auditors for the purpose of
preparing or issuing an audit report or performing other audit,
review or attest services for the Fund; |
|
(d) |
To act as a liaison between the Funds independent auditors
and the Board; |
|
(e) |
To oversee the Funds compliance with legal and regulatory
requirements; and |
|
(f) |
To prepare an audit committee report as required by
Item 306 of Regulation S-K to be included in the
Funds annual proxy statement relating to the election of
directors, or, if the Fund does not file a proxy statement, in
the Funds annual report filed with the Securities and
Exchange Commission. |
The function of the Audit Committee is oversight; it is
managements responsibility to maintain or arrange for the
maintenance of appropriate systems for accounting and internal
controls (including disclosure controls and procedures), and the
auditors responsibility to plan and carry out a proper
audit.
THE KOREA FUND, INC. A- 1
|
|
4. |
Duties and Powers. To carry out the purposes specified in
Paragraph 3 above, the Committee shall have the following
duties and powers: |
|
|
(a) |
To approve the selection, retention, compensation and
termination of the Funds independent auditors, and, in
connection therewith, to evaluate and determine the terms of any
engagement of the auditors (including fees) by or on behalf of
the Fund, as well as to set clear hiring policies relating to
the hiring by entities within the Funds investment
complex1
of employees or former employees of the independent auditors; |
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To consider whether the provision of non-audit services rendered
by the independent auditors to the Fund and the Funds
investment adviser and its affiliates, or any other
circumstances which may arise, impair the independence of
independent auditors; |
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To: (i) at least annually, obtain and review a report by
the independent auditor describing: the firms internal
quality-control procedures; any material issues raised by the
most recent internal quality-control review, or peer review, of
the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and (to
assess the auditors independence) all relationships
between the independent auditor and the Fund; (ii) discuss
the annual audited financial statements with management and the
independent auditor, including the Funds disclosures under
Portfolio Management Review; and review any interim
financial statements; and (iii) discuss policies with
respect to risk assessment and risk management; |
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To meet with the Funds independent auditors, including
private meetings as necessary or appropriate: (i) to review
the arrangements for and scope of the Funds annual audit
and any special audits; (ii) to discuss any matters of
concern relating to the Funds financial statements,
including any adjustments to such statements recommended by the
auditors, regulatory and tax compliance matters considered in
the preparation of the financial statements, or other results of
said audit(s); (iii) to consider the auditors
comments with respect to the Funds financial policies and
procedures, internal accounting controls and disclosure controls
and procedures, and managements responses thereto;
(iv) to review the form of the opinion the auditors propose
to render to the Board and Fund stockholders; and (v) to
review any other reports, representations or communications from
the auditors regarding matters within the Committees scope
of responsibilities under this Charter; |
1 Investment
company complex includes:
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the Fund and its investment adviser or sponsor; |
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any entity controlling, controlled by or under common control
with the investment adviser or sponsor, if the entity
(i) is an investment adviser or sponsor or (ii) is
engaged in the business of providing administrative, custodian,
underwriting or transfer agent services to any investment
company, investment adviser or sponsor; and |
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any investment company, hedge fund or unregistered fund that has
an investment adviser included in the definition set forth in
either of the sections above. |
A- 2 THE KOREA FUND, INC.
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(e) |
To meet regularly with the Funds chief financial and
accounting officers, the Funds Treasurer and the
Funds investment advisers internal auditors, in each
case to discuss any matters the Committee or such parties
believe necessary or appropriate to raise, and to review and
consider any reports or communications from any such parties
relating to the operations of the Fund; |
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(f) |
To review such other matters or information that the Committee
believes may be relevant to the auditors, the audit engagement,
or the Funds financial policies and procedures, internal
accounting controls or disclosure controls and procedures; |
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(g) |
To establish procedures for the receipt, retention and treatment
of complaints that the Fund receives regarding Fund accounting,
internal accounting controls or auditing matters, and for the
confidential, anonymous submissions by Fund officers or
employees of Fund service providers of concerns regarding
suspected fraud of any type related to the Fund, including
without limitation questionable accounting or auditing matters; |
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(h) |
To establish procedures for the prospective approval of the
engagement of the independent auditors to provide:
(i) audit or permissible non-audit services to the Fund,
and (ii) non-audit services to the Funds investment
advisers (or any entity controlling, controlled by or under
common control with a Fund investment adviser that provides
ongoing services to the Fund) that relate directly to the
Funds operations and financial reporting; |
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(i) |
To establish guidelines pursuant to which the independent
auditors are required to keep the Committee apprised of any
proposed new relationships between the independent auditors and
the Funds investment adviser (and its affiliates); and |
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(j) |
To report its activities to the Board on a regular basis and to
make such recommendations with respect to the above and other
matters as the Committee may deem necessary or appropriate. |
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5. |
Role of Independent Auditors. The Funds independent
auditors are ultimately accountable to the Committee, and must
report directly to the Committee. |
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6. |
Resources and Authority. The Committee shall have the
resources and authority necessary or appropriate for purposes of
discharging its responsibilities under this Charter, including
the authority to consult with counsel and/or to retain, at the
Funds expense, such other experts or consultants as the
Committee deems necessary or appropriate to fulfill its
responsibilities. |
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7. |
Periodic Review of Charter. The Committee shall review
this Charter at least annually and recommend any changes to the
Board. |
THE KOREA FUND, INC. A- 3
APPENDIX B
THE KOREA FUND, INC.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
ADOPTED APRIL 7, 2004 (AND REVISED AS OF APRIL 2005)
This document constitutes the Charter of the Nominating and
Governance Committee (the Committee) of the Board of
Directors of the above-referenced Fund. The Board of Directors
of the Fund (the Board) has adopted this Charter to
govern the activities of the Committee.
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1. |
Statement of Purposes and Responsibilities. The primary
purposes and responsibilities of the Committee are: (i) to
identify individuals qualified to become members of the Board in
the event that a position is vacated or created; (ii) to
recommend for the Boards selection the Director nominees
for the next annual meeting of shareholders if any is to be
held; (iii) to set any necessary standards or
qualifications for service on the Board; (iv) to review and
evaluate the compensation practices of the Directors who are not
interested persons of the Fund, as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended (Independent Directors), and to recommend
any changes thereto to the Board; (v) to determine the
policies governing retirement of all Independent Directors;
(vi) to perform periodic evaluations of the effectiveness
of the Independent Directors; and (vii) to consider such
other matters of special relevance to Independent Directors. |
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Organization and Governance. The Committee shall be
comprised of all of the Independent Directors and shall not
include any members who are not Independent Directors. |
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A member of the Committee may be
designated by the Board as the Committees chair (the
Lead Independent Director). The Committee may
delegate any portion of its authority or responsibilities to a
sub-committee of one or more members.
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The Committee will not have
regularly scheduled meetings. Committee meetings shall be held
as and when the Committee or the Board determines necessary or
appropriate in accordance with the Funds By-Laws. The
Chair of the Board, the Lead Independent Director or a majority
of the members of the Committee are authorized to call a meeting
of the Committee and send notice thereof.
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A majority of the members of the
Committee shall constitute a quorum for the transaction of
business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at
which a quorum is present shall be the action of the Committee.
The Committee may also take action by written consent of a
majority of the Committee members. The Committee may meet by
means of a telephone conference circuit or similar
communications equipment by means of which all persons
participating in the meeting can hear each other.
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3. |
Qualifications for Director Nominees. The Committee
requires that Director candidates have a college degree or
equivalent business experience. The Committee may take into
account a wide |
THE KOREA FUND, INC. B- 1
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variety of factors in
considering Director candidates, including (but not limited to):
(i) availability and commitment of a candidate to attend
meetings and perform his or her responsibilities on the Board,
(ii) relevant industry and related experience,
(iii) educational background, (iv) financial
expertise, (v) an assessment of the candidates
ability, judgment and expertise and (v) overall diversity
of the Boards composition.
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4. |
Identification of
Nominees. In
identifying potential nominees for the Board, the Committee may
consider candidates recommended by one or more of the following
sources: (i) the Funds current Directors,
(ii) the Funds officers, (iii) the Funds
investment adviser(s), (iv) the Funds shareholders
(see below) and (v) any other source the Committee deems to
be appropriate. The Committee may, but is not required to,
retain a third party search firm at the Funds expense to
identify potential candidates.
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5. |
Consideration of Candidates
Recommended By
Shareholders. The
Committee will consider and evaluate nominee candidates properly
submitted by shareholders on the same basis as it considers and
evaluates candidates recommended by other sources.
Appendix A to this Charter, as it may be amended from time
to time by the Committee, sets forth procedures that must be
followed by shareholders to properly submit a nominee candidate
to the Committee (recommendations not properly submitted in
accordance with Appendix A will not be considered by the
Committee).
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B- 2 THE KOREA FUND, INC.
Appendix A
Procedures for Shareholders to Submit Nominee Candidates
Adopted April 7, 2004 (and revised as of April 2005)
A Fund shareholder must follow the following procedures in order
to properly submit a nominee recommendation for the
Committees consideration.
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1. |
The shareholder must submit any such recommendation (a
Shareholder Recommendation) in writing to the
relevant Fund, to the attention of the Secretary, at the address
of the principal executive offices of the Fund. |
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2. |
Shareholder Recommendations must be delivered to, or mailed by
certified mail, return receipt requested to and received at, the
principal executive offices of the Fund at least one hundred
twenty (120) calendar days before the anniversary of the
date that the Funds proxy statement was released to
shareholders in connection with the previous years annual
meeting. |
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3. |
The Shareholder Recommendation must include: |
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(a) |
a statement in writing setting forth (i) the name, age,
date of birth, business address, residence address, principal
occupation or employment, and nationality of the person
recommended by the shareholder (the candidate);
(ii) the class or series and number of all shares of the
Fund owned of record or beneficially by the candidate, as
reported to such shareholder by the candidate; (iii) any
other information regarding the candidate called for with
respect to director nominees by paragraphs (a), (d),
(e) and (f) of Item 401 of
Regulation S-K or
paragraph (b) of Item 22 of
Rule 14a-101
(Schedule 14A) under the Securities Exchange Act of 1934,
as amended (the Exchange Act), adopted by the
Securities and Exchange Commission (or the corresponding
provisions of any regulation or rule subsequently adopted by the
Securities and Exchange Commission or any successor agency
applicable to the Fund); (iv) any other information
regarding the candidate that would be required to be disclosed
if the candidate were a nominee in a proxy statement or other
filing required to be made in connection with solicitation of
proxies for election of directors pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated
thereunder; and (v) whether the recommending shareholder
believes that the candidate is or will be an interested
person of the Fund (as defined in the Investment Company
Act of 1940, as amended) and, if not an interested
person, information regarding the candidate that will be
sufficient for the Fund to make such determination; |
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(b) |
the written and signed consent of the candidate to be named as a
nominee and to serve as a Director if elected; |
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(c) |
the recommending shareholders name and address as they
appear on the Funds books; |
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(d) |
the class or series and number of all shares of the Fund owned
beneficially and of record by the recommending
shareholder; and |
THE KOREA FUND, INC. B- 3
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(e) |
a description of all arrangements or understandings between the
recommending shareholder and the candidate and any other person
or persons (including their names) pursuant to which the
recommendation is being made by the recommending shareholder. In
addition, the Committee may require the candidate to furnish
such other information as it may reasonably require or deem
necessary to determine the eligibility of such candidate to
serve on the Board. |
B- 4 THE KOREA FUND, INC.
APPENDIX C
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS, INC.
The name, address and principal occupation of each director and
principal executive officer of Deutsche Investment Management
Americas, Inc. is set forth below.
Axel Schwarzer, President, Chief Executive Officer and Director
Michael Colon, Chief Operating Officer and Director
Jennifer Birmingham, Chief Financial Officer and Treasurer
A. Thomas Smith, Secretary and Chief Legal Officer
Mark Cullen, Executive Vice President
Patrick Campion, Executive Vice President
John Robbins, Chief Compliance Officer
The address of all directors and officers is 345 Park Avenue,
New York, New York 10154.
THE KOREA FUND, INC. C- 1
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
THE KOREA FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders October 25, 2006
The undersigned hereby appoints David Goldman, John Millette and Elisa Metzger, and each of
them, the proxies of the undersigned, with full power of substitution in each of them, to represent
the undersigned and to vote all shares of The Korea Fund, Inc. that the undersigned is entitled
to vote at the Annual Meeting of Stockholders of The Korea Fund, Inc. to be held at the offices of
Deutsche Asset Management, 345 Park Avenue (at 51st 52nd Streets), New York, New York 10154, on
Wednesday, October 25, 2006 at 4:00 p.m., Eastern time, and at any adjournment or postponement
thereof. The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders
and accompanying Proxy Statement and revokes any proxy previously given with respect to the
meeting.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO INSTRUCTIONS
ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE UNDERSIGNEDS VOTE WILL BE CAST FOR
PROPOSAL ONE.
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
THE KOREA FUND, INC. OFFERS STOCKHOLDERS OF RECORD
THREE WAYS TO VOTE YOUR PROXY
Your telephone or Internet vote authorizes the named proxies to vote your shares in the
same manner as if you had returned your proxy card. We encourage you to use these cost
effective and convenient ways of voting, 24 hours a day, 7 days a week.
TELEPHONE VOTING
This method of voting is available for residents of the U.S. and Canada. On a touch tone telephone,
call TOLL FREE 1-877-816-0834, 24 hours a day, 7 days a week. You will be asked to enter ONLY the
CONTROL NUMBER shown below. Have your voting instruction card ready, then follow the prerecorded
instructions. Your vote will be confirmed and cast as you direct. Available until 4:00 p.m. Eastern
time on October 24, 2006.
INTERNET VOTING
Visit the Internet voting Web site at http://proxy.georgeson.com. Enter the COMPANY NUMBER AND
CONTROL NUMBER shown below and follow the instructions on your screen. You will incur only your usual Internet
charges. Available until 4:00 p.m. Eastern time on October 24, 2006.
VOTING BY MAIL
Simply sign and date your proxy card and return it in the postage-paid envelope to Georgeson Inc.,
Wall Street Station, P.O. Box 1100, New York, NY 10269-0646. If you are voting by telephone or the
Internet, please do not mail your proxy card.
6 DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED ONLY IF YOU ARE VOTING BY MAIL 6
The Board of Directors of the Fund recommends that Stockholders vote FOR Proposal 1.
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1. |
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THE ELECTION OF TWO DIRECTORS |
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FOR ALL |
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NOMINEE: CLASS III: |
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(except as marked to |
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WITHHELD |
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the contrary below) |
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ALL |
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RONALDO A. DA FROTA NOGUERIA |
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RICHARD A. SILVER |
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(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominees name on the space provided below.) |
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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. |
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Date: |
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, 2006 |
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Signature(s)
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Signature(s)
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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. |