-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U/YGGbgVdRoT+LrQFzD6idAtA6YsXG5Wmq9E4hqxOtwUV5cMuwdYecFIFuJ7SFPO eKOWmCfwgWMPFsCvcmk01Q== 0000088053-98-000277.txt : 19980317 0000088053-98-000277.hdr.sgml : 19980317 ACCESSION NUMBER: 0000088053-98-000277 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980313 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOREA FUND INC CENTRAL INDEX KEY: 0000748691 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133226146 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: SEC FILE NUMBER: 811-04058 FILM NUMBER: 98564718 BUSINESS ADDRESS: STREET 1: 345 PARK AVE STREET 2: C/O SCUDDER STEVENS & CLARK INC CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 6173305464 NSAR-A 1 N-SAR (3.0.A) PAGE 1 000 A000000 12/31/97 000 C000000 748691 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 3.0.a 000 J000000 U 001 A000000 THE KOREA FUND, INC. 001 B000000 811-4058 001 C000000 6172952567 002 A000000 345 PARK AVENUE 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10154 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 SCUDDER KEMPER INVESTMENTS, INC. 008 B000001 A 008 C000001 801-252 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10154 008 A000002 DAEWOO CAPITAL MANAGEMENT CO., LTD. 008 B000002 S 008 C000002 801-21658 008 D010002 SEOUL 008 D050002 S. KOREA 010 A000001 SCUDDER FUND ACCOUNTING CORPORATION 010 C010001 BOSTON 010 C020001 MA 010 C030001 02110 020 A000001 DONGWON SECURITIES CO., LTC. 020 C000001 80 020 A000002 LG SECURITIES CO., LTD. 020 C000002 70 PAGE 2 020 A000003 ROBERT FLEMING, INC. 020 B000003 13-3298866 020 C000003 40 020 A000004 DAEWOO SECURITIES CO., LTD. 020 C000004 29 020 A000005 CREDIT LYONNAIS SECURITIES, INC. 020 C000005 27 020 A000006 BZW SECURITIES, INC. 020 C000006 23 020 A000007 HSBC JAMES CAPEL 020 C000007 21 020 A000008 HYUNDAI SECURITIES CO., LTD. 020 C000008 15 020 A000009 PEREGRINE BROKERAGE, INC. 020 C000009 13 020 A000010 HOARE GOVETT 020 C000010 13 021 000000 379 022 A000001 DONGWONG SECURITIES CO., LTD. 022 C000001 16355 022 D000001 3157 022 A000002 LG SECURITIES CO., LTD. 022 C000002 8878 022 D000002 7482 022 A000003 ROBERT FLEMING, INC. 022 B000003 13-3298866 022 C000003 4035 022 D000003 5113 022 A000004 DAEWOO SECURITIES CO., LTD. 022 C000004 848 022 D000004 5570 022 A000005 CREDIT LYONNAIS SECURITIES, INC. 022 C000005 2649 022 D000005 3079 022 A000006 BZW SECURITIES, INC. 022 C000006 2396 022 D000006 2707 022 A000007 HSBC JAMES CAPEL 022 C000007 1892 022 D000007 2788 022 A000008 BARING SECURITIES 022 B000008 04-2455153 022 C000008 3629 022 D000008 1008 022 A000009 HYUNDAI SECURITIES CO., LTD. 022 C000009 1838 022 D000009 1728 022 A000010 FIRST BOSTON CORPORATION 022 B000010 13-5659485 022 C000010 393 022 D000010 2679 PAGE 3 023 C000000 49773 023 D000000 42587 024 000000 N 045 000000 Y 046 000000 N 047 000000 Y 048 000000 0.000 048 A010000 50000 048 A020000 1.150 048 B010000 50000 048 B020000 1.100 048 C010000 250000 048 C020000 1.000 048 D010000 400000 048 D020000 0.950 048 E010000 0 048 E020000 0.000 048 F010000 0 048 F020000 0.000 048 G010000 0 048 G020000 0.000 048 H010000 0 048 H020000 0.000 048 I010000 0 048 I020000 0.000 048 J010000 0 048 J020000 0.000 048 K010000 750000 048 K020000 0.900 062 A000000 N 062 B000000 0.0 062 C000000 0.0 062 D000000 0.0 062 E000000 0.0 062 F000000 0.0 062 G000000 0.0 062 H000000 0.0 062 I000000 0.0 062 J000000 0.0 062 K000000 0.0 062 L000000 0.0 062 M000000 0.0 062 N000000 0.0 062 O000000 0.0 062 P000000 0.0 062 Q000000 0.0 062 R000000 0.0 070 A010000 Y 070 A020000 Y 070 B010000 Y 070 B020000 N PAGE 4 070 C010000 N 070 C020000 N 070 D010000 N 070 D020000 N 070 E010000 N 070 E020000 N 070 F010000 N 070 F020000 N 070 G010000 N 070 G020000 N 070 H010000 Y 070 H020000 N 070 I010000 N 070 I020000 N 070 J010000 Y 070 J020000 Y 070 K010000 Y 070 K020000 N 070 L010000 Y 070 L020000 Y 070 M010000 Y 070 M020000 Y 070 N010000 N 070 N020000 N 070 O010000 N 070 O020000 N 070 P010000 Y 070 P020000 N 070 Q010000 N 070 Q020000 N 070 R010000 N 070 R020000 N 071 A000000 56762 071 B000000 67488 071 C000000 441792 071 D000000 13 072 A000000 6 072 B000000 3489 072 C000000 92 072 D000000 0 072 E000000 0 072 F000000 2672 072 G000000 0 072 H000000 0 072 I000000 35 072 J000000 604 072 K000000 0 072 L000000 37 072 M000000 69 072 N000000 0 072 O000000 0 PAGE 5 072 P000000 0 072 Q000000 0 072 R000000 54 072 S000000 51 072 T000000 0 072 U000000 0 072 V000000 0 072 W000000 55 072 X000000 3577 072 Y000000 0 072 Z000000 5 072AA000000 0 072BB000000 77699 072CC010000 0 072CC020000 361537 072DD010000 0 072DD020000 0 072EE000000 0 073 A010000 0.0000 073 A020000 0.0000 073 B000000 0.6000 073 C000000 0.0000 074 A000000 31039 074 B000000 21376 074 C000000 6250 074 D000000 16856 074 E000000 5532 074 F000000 141922 074 G000000 0 074 H000000 0 074 I000000 0 074 J000000 0 074 K000000 0 074 L000000 374 074 M000000 30 074 N000000 223382 074 O000000 0 074 P000000 481 074 Q000000 0 074 R010000 0 074 R020000 0 074 R030000 0 074 R040000 1036 074 S000000 0 074 T000000 221865 074 U010000 50000 074 U020000 0 074 V010000 4.44 074 V020000 0.00 074 W000000 0.0000 074 X000000 0 PAGE 6 074 Y000000 0 075 A000000 0 075 B000000 499138 076 000000 6.56 077 A000000 Y 077 B000000 N 077 C000000 Y 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 Y 078 000000 N 080 A000000 ICI MUTUAL INSURANCE CO. OF BURLINGTON, VT 080 B000000 NAT'L UNION FIRE INSURANCE CO., PITTSBURGH,PA 080 C000000 60000 081 A000000 Y 081 B000000 86 082 A000000 N 082 B000000 0 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 SIGNATURE THOMAS F. MCDONOUGH TITLE SECRETARY EX-27 2 FDS
6 This schedule contains summary financial information extracted from the The Korea Fund, Inc. Semi annual Report for the six months ended 12/31/97 and is qualified in its entirety by reference to such financial statements. 0 The Korea Fund, Inc. 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 429,085,443 191,939,309 373,623 31,068,812 0 223,381,744 0 0 1,516,850 1,516,850 0 555,339,427 49,999,999 49,999,999 5,198 0 (85,692,128) 0 (247,787,603) 221,864,894 92,329 3,489,497 0 3,576,628 5,198 (77,698,979) (361,537,032) (439,230,813) 0 0 0 0 0 0 0 (439,230,813) 0 (7,993,149) 0 0 2,672,062 0 3,576,628 499,138,385 13.22 0.00 (8.78) 0.00 0.00 0.00 4.44 1.43 0 0
EX-99 3 STOCKHOLDER MEETING RESULTS The Korea Fund, Inc. Stockholder Meeting Results ================================================================================ A Special Meeting of Stockholders (the "Meeting") of The Korea Fund ("Fund") was held on October 21, 1997, at the offices of Scudder Kemper Investments, Inc. (formerly Scudder Stevens & Clark, Inc.), 25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154. At the Meeting, as adjourned and reconvened, the following matters were voted upon by the stockholders (the resulting votes for each matter are presented below). With regard to these proposals, it was recommended that the Meeting be reconvened in order to provide stockholders with an additional opportunity to return their proxies. The date of the reconvened meeting at which the matters were decided is noted after the proposed matter. 1(A). To approve the new Investment Management, Advisory and Administration Agreement between the Fund and Scudder Kemper Investments, Inc. (Approved on October 22, 1997.) Number of Votes: For Against Abstain Broker Non-Votes* 26,479,273 176,474 89,868 0 1(B). To approve the new Research and Advisory Agreement between the Fund's investment manager and Daewoo Capital Management Co., Ltd. (Approved on October 22, 1997.) Number of Votes: For Against Abstain Broker Non-Votes* 26,470,572 188,819 86,224 0 - -------------------------------------------------------------------------------- * Broker non-votes are proxies received by the Fund from brokers or nominees when the broker or nominee neither has received instructions from the beneficial owner or other persons entitled to vote nor has discretionary power to vote on a particular matter. EX-99 4 IMA INVESTMENT ADVISORY, MANAGEMENT AND ADMINISTRATION AGREEMENT AGREEMENT, dated and effective as of December 31, 1997 between THE KOREA FUND, INC., a Maryland corporation (herein referred to as the "Fund"), and SCUDDER KEMPER INVESTMENTS, INC., a Delaware corporation (herein referred to as the "Manager"). WITNESSETH: That in consideration of the mutual covenants herein contained, it is agreed by the parties as follows: 1. The Manager hereby undertakes and agrees, upon the terms and conditions herein set forth, (i) to make investment decisions for the Fund, to prepare and make available to the Fund research and statistical data in connection therewith and to supervise the acquisition and disposition of securities by the Fund, including the selection of brokers or dealers to carry out the transactions, all in accordance with the Fund's investment objectives and policies and in accordance with guidelines and directions from the Fund's Board of Directors; (ii) to assist the Fund as it may reasonably request in the conduct of the Fund's business, subject to the direction and control of the Fund's Board of Directors; (iii) to maintain or cause to be maintained for the Fund all books, records, reports and any other information required under the Investment Company Act of 1940, as amended (the "1940 Act"), and to furnish or cause to be furnished all required reports or other information under Korean securities laws, to the extent that such books, records and reports and other information are not maintained or furnished by the custodian or other agents of the Fund; (iv) to furnish at the Manager's expense for the use of the Fund such office space and facilities as the Fund may require for its reasonable needs in the City of New York and to furnish at the Manager's expense clerical services in the United States related to research, statistical and investment work; (v) to render to the Fund administrative services such as preparing reports to and meeting materials for the Fund's Board of Directors and reports and notices to stockholders, preparing and making filings with the Securities and Exchange Commission (the "SEC") and other regulatory and self-regulatory organizations, including preliminary and definitive proxy materials and post-effective amendments to the Fund's registration statement on Form N-2 under the Securities Act of 1933, as amended, and the 1940 Act, as amended from time to time, providing assistance in certain accounting and tax matters and investor and public relations, monitoring the valuation of portfolio securities, assisting in the calculation of net asset value and calculation and payment of distributions to stockholders, and overseeing arrangements with the Fund's custodian, including the maintenance of books and records of the Fund; and (vi) to pay the reasonable salaries, fees and expenses of such of the Fund's officers and employees (including the Fund's shares of payroll taxes) and any fees and expenses of such of the Fund's directors as are directors, officers or employees of the Manager; provided, however, that the Fund, and not the Manager, shall bear travel expenses (or an appropriate portion thereof) of directors and officers of the Fund who are directors, officers or employees of the Manager to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Fund or any committees thereof or advisors thereto. The Manager shall bear all expenses arising out of its duties hereunder but shall not be responsible for any expenses of the Fund other than those specifically allocated to the Manager in this paragraph 1. In particular, but without limiting the generality of the foregoing, the Manager shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's employees as are directors, officers or employees of the Manager whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not including overhead or employee costs of the Manager or of any one or more organizations retained by the Fund or by the Manager as Korean adviser of the Fund); fees payable to the Manager and to any advisor or consultants, including an advisory board, if applicable; legal expenses; auditing and accounting expenses; telephone, telex, facsimile, postage and other communication expenses; taxes and governmental fees; stock exchange listing fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's custodians, subcustodians, transfer agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and other expenses in connection with the issuance, offering, distribution, sale or underwriting of securities issued by the Fund; expenses of registering or qualifying securities of the Fund for sale; expenses relating to investor and public relations; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of preparing and distributing reports, notices and dividends to stockholders; costs of stationery; costs of stockholders' and other meetings; litigation expenses; or expenses relating to the Fund's dividend reinvestment and cash purchase plan (except for brokerage expenses paid by participants in such plan). 2. In connection with the rendering of the services required under paragraph 1, the Fund and the Manager have entered into an agreement dated the date hereof with Daewoo Capital Management Co., Ltd. to furnish investment advisory services to the Manager pursuant to such agreement. The Manager may also contract with or consult with such banks, other securities firms or other parties in Korea or elsewhere as it may deem appropriate to obtain information and advice, including investment recommendations, advice regarding economic factors and trends, advice as to currency exchange matters, and clerical and accounting services and other assistance, but any fee, compensation or expenses to be paid to any such parties shall be paid by the Manager, and no obligation shall be incurred on the Fund's behalf in any such respect. 3. The Fund agrees to pay to the Manager in United States dollars, as full compensation for the services to be rendered and expenses to be borne by the Manager hereunder, a monthly fee which, on an annual basis, is equal to 1.15 % per annum of the value of the Fund's net assets up to and including $50 million; 1.10% per annum of the value of the Fund's net assets on the next $50 million of assets; 1.00% per annum of the value of the Fund's net assets on the next $250 million of assets; 0.95% per annum of the value of the Fund's net assets on the next $400 million of assets; and 0.90% per annum of the value of the Fund's net assets in excess of $750 million. Each payment of a monthly fee to the Manager shall be made within the ten days next following the day as of which such payment is so computed. For purposes of computing the monthly fee, the value of the net assets of the Fund shall be determined as of the close of business on the last business day of each month; provided, however, that the fee for the period from the end of the last month ending prior to termination of this Agreement, for whatever reason, to date of the termination shall be based on the value of the net assets of the Fund determined as of the close of business on the date of termination and the fee for such period through 2 the end of the month in which such proceeds are received shall be prorated according to the proportion which such period bears to a full monthly period. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Articles of Incorporation and By-laws of the Fund, as amended from time to time. 4. The Manager agrees that it will not make a short sale of any capital stock of the Fund or purchase any share of the capital stock of the Fund otherwise than for investment. 5. In executing transactions for the Fund and selecting brokers or dealers, the Manager shall use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any Fund transaction, the Manager shall consider on a continuing basis all factors it deems relevant, including, but not limited to, breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, the Manager may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other accounts over which the Manager or an affiliate exercises investment discretion. 6. Nothing herein shall be construed as prohibiting the Manager from providing investment advisory services to, or entering into investment advisory agreements with, other clients (including other registered investment companies), including clients which may invest in securities of Korean issuers, or from utilizing (in providing such services) information furnished to the Manager by Daewoo Capital Management Co., Ltd. and others as contemplated by sections 1 and 2 of this Agreement by advisors and consultants to the Fund and others; nor shall anything herein be construed as constituting the Manager as an agent of the Fund. Whenever the Fund and one or more other accounts or investment companies advised by the Manager have available funds for investment, investments suitable and appropriate for each shall be allocated in accordance with procedures believed by the Manager to be equitable to each entity. Similarly, opportunities to sell securities shall be allocated in a manner believed by the Manager to be equitable. The Fund recognizes that in some cases this procedure may adversely affect the size of the position that may be acquired or disposed of for the Fund. In addition, the Fund acknowledges that the persons employed by the Manager to assist in the performance of the Manager's duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of the Manager or any affiliate of the Manager to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. 7. The Manager may rely on information reasonably believed by it to be accurate and reliable. Neither the Manager nor its officers, directors, employees or agents shall be subject to any liability for any act or omission, error of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith, or gross negligence on the part of the Manager in the performance of its duties or by reason of reckless disregard on the part of the Manager of its obligations and 3 duties under this Agreement. Any person, even though also employed by the Manager, who may be or become an employee of the Fund and paid by the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Manager. 8. This Agreement shall remain in effect until the date which is one year from the day and date first written above, and shall continue in effect thereafter, but only so long as such continuance is specifically approved at least annually by the affirmative vote of (i) a majority of the members of the Fund's Board of Directors who are not parties to this Agreement or interested persons of any party to this Agreement, or of any entity regularly furnishing investment advisory services with respect to the Fund pursuant to an agreement with any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a majority of the Fund's Board of Directors or the holders of a majority of the outstanding voting securities of the Fund. This Agreement may nevertheless be terminated at any time without penalty, on 60 days' written notice, by the Fund's Board of Directors, by vote of holders of a majority of the outstanding voting securities of the Fund, or by the Manager. This Agreement shall automatically be terminated in the event of its assignment, provided that an assignment to a corporate successor to all or substantially all of the Manager's business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of the Manager's business shall not be deemed to be an assignment for the purposes of this Agreement. Any notice to the Fund or the Manager shall be deemed given when received by the addressee. 9. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto, except as permitted under the 1940 Act or rules and regulations adopted thereunder. It may be amended by mutual agreement, but only after authorization of such amendment by the affirmative vote of (i) the holders of a majority of the outstanding voting securities of the Fund, and (ii) a majority of the members of the Fund's Board of Directors who are not parties to this Agreement or interested persons of any party to this Agreement, or of any entity regularly furnishing investment advisory services with respect to the Fund pursuant to an agreement with any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. 10. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. As used herein, the terms "interested person," "assignment," and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the 1940 Act. 11. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this agreement to produce or account for more than one such counterpart. 12. This Agreement supersedes all prior investment advisory, management, and/or administration agreements in effect between the Fund and the Manager. 4 IN WITNESS WHEREOF, the parties have executed this Agreement by their officers thereunto duly authorized as of the day and year first written above. THE KOREA FUND, INC. By: _________________________ Title: President SCUDDER KEMPER INVESTMENTS, INC. By: _________________________ Title: 5 EX-99 5 RESEARCH AGREEMENT RESEARCH AND ADVISORY AGREEMENT Scudder Kemper Investments, Inc. 345 Park Avenue New York, New York 10154 December 31, 1997 Daewoo Capital Management Co., Ltd. 34-3, Youido-dong Yongdungpo-gu Seoul, Korea Dear Sirs: We have entered into an Investment Advisory, Management and Administration Agreement (the "Management Agreement") dated as of December 31, 1997 with The Korea Fund, Inc., a Maryland corporation (the "Fund"), pursuant to which we act as investment adviser to and manager of the Fund. A copy of the Management Agreement has been previously furnished to you. In furtherance of such duties to the Fund, and with the approval of the Fund, we wish to avail ourselves of your investment advisory services. Accordingly, with the acceptance of the Fund, we hereby agree with you as follows for the duration of this Agreement: 1. You agree to furnish to us such information, investment recommendations, advice and assistance, as we shall from time to time reasonably request. In that connection, you agree to continue to maintain a separate staff within your organization to furnish such services exclusively to us. In addition, for the benefit of the Fund, you agree to pay the fees and expenses of any directors or officers of the Fund who are directors, officers or employees of you or of any of your affiliates, except that the Fund shall bear travel expenses of one (but not more than one) director, officer or employee of you or any of your affiliates who is not a resident in the United States to the extent such expenses relate to his attendance as a director at meetings of the Board of Directors of the Fund in the United States and shall also bear the travel expenses of any other director, officer or employee of you or of any of your affiliates who is resident in the United States to the extent such expenses relate to his attendance as a director at meetings of the Board of Directors outside of the United States. 2. We agree to pay in United States dollars to you, as compensation for the services to be rendered by you hereunder, a monthly fee which, on an annual basis, is equal to 0.2875% per annum of the value of the Fund's net assets up to and including $50 million; 0.2750% per annum of the value of the Fund's net assets on the next $50 million of assets; 0.2500% per annum of the value of the Fund's net assets on the next $250 million of assets; 0.2375% per annum of the value of the Fund's net assets on the next $400 million of assets; and 0.2250% per annum of the value of the Fund's net assets in excess of $750 million. For purposes of computing the monthly fee, the value of the net assets of the Fund shall be determined as of the close of business on the last business day of each month; provided, however, that the fee for the period from the end of the last month ending prior to termination of this Agreement, for whatever reason, to date of termination shall be based on the value of the net assets of the Fund determined as of the close of business on the date of termination and the fee for such period through the end of the month in which such proceeds are received shall be prorated according to the proportion which such period bears to a full monthly period. Each payment of a monthly fee shall be made by us to you within the fifteen days next following the day as of which such payment is so computed. The value of the net assets of the Fund shall be determined pursuant to applicable provision of the Certificate of Incorporation and By-laws of the Fund. We agree to work with you, in order to make our relationship as productive as possible for the benefit of the Fund, to further the development of your ability to provide the services contemplated by Section 1. To this end we agree to work with you to assist you in developing your research techniques, procedures and analysis. We have furnished you with informal memoranda, copies of which are attached to this Agreement, reflecting our understanding of our working procedures with you, which may be revised as you work with us pursuant to this Agreement. We agree not to furnish, without your consent, to any person other than our personnel and directors and representatives of the Fund any tangible research material that is prepared by you, that is not publicly available, and that has been stamped or otherwise clearly indicated by you as being confidential. 3. You agree that you will not make a short sale of any capital stock of the Fund, or purchase any share of the capital stock of the Fund otherwise than for investment. 4. Your services to us are not to be deemed exclusive and you are free to render similar services to others, except as otherwise provided in Section 1 hereof. 5. Nothing herein shall be construed as constituting you an agent of us or of the Fund. 6. You represent and warrant that you are registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended. You agree to maintain such registration in effect during the term of this Agreement. 7. Neither you nor any affiliate of yours shall receive any compensation in connection with the placement or execution of any transaction for the purchase or sale of securities or for the investment of funds on behalf of the Fund, except that you or your affiliates may receive a commission, fee or other remuneration for acting as broker in connection with the sale of securities to or by the Fund, if permitted under the U.S. Investment Company Act of 1940, as amended. 8. We and the Fund agree that you may rely on information reasonably believed by you to be accurate and reliable. We and the Fund further agree that neither you nor your officers, directors, employees or agents shall be subject to any liability for any act or omission in the course of, connected with or arising out of any services to be rendered hereunder except by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties or by reason of reckless disregard of your obligations and duties under this Agreement. 9. This Agreement shall remain in effect for a period of one year from the day and date first written above and shall continue in effect thereafter, but only so long as such continuance is specifically approved at least annually by the affirmative vote of (i) a majority of the members of the Fund's Board of Directors who are not interested persons of the Fund, you or us, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a majority of the Fund's Board of Directors or the holders of a majority of the outstanding voting securities of the Fund. This Agreement may nevertheless be terminated at any time, without penalty, by the Fund's Board of Directors or by vote of holders of a majority of the outstanding voting securities of the Fund, upon 60 days' written notice delivered or sent by registered mail, postage prepaid, to you, at your address given above or at any other address of which you shall have notified us in writing, or by you upon 60 days' written notice to us and to the Fund, and shall automatically be terminated in the event of its assignment or of the termination (due to assignment or otherwise) of the Management Agreement, provided that an assignment to a corporate successor to all or substantially all of your business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of your business shall not be deemed to be an assignment for purposes of this Agreement. Any such notice shall be deemed given when received by the addressee. 10. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto. It may be amended by mutual agreement, but only after authorization of such amendment by the affirmative vote of (i) the holders of a majority of the outstanding voting securities of the Fund; and (ii) a majority of the members of the Fund's Board of Directors who are not interested persons of the Fund, you or us, cast in person at a meeting called for the purpose of voting on such approval. 2 11. Any notice hereunder shall be in writing and shall be delivered in person or by facsimile (followed by mailing such notice, air mail postage paid, the day on which such facsimile is sent). Addressed If to Scudder Kemper Investments, Inc., to: Scudder Kemper Investments, Inc. 345 Park Avenue New York, NY 10154 Attention: President (Facsimile No. 212-319-7813) If to Daewoo Capital Management Co., Ltd., to: 34-3, Youido-dong Yongdungpo-gu Seoul, Korea Attention: Chairman (Facsimile No. 011-822-784-0826) or to such other address as to which the recipient shall have informed the other party. Notice given as provided above shall be deemed to have been given, if by personal delivery, on the day of such delivery, and if by facsimile and mail, the date on which such facsimile and confirmatory letter are sent. 12. This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the U.S. Investment Company Act of 1940, as amended. As used herein the terms "interested person," "assignment," and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the U.S. Investment Company Act of 1940, as amended. If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us. Very truly yours, SCUDDER KEMPER INVESTMENTS, INC. By _________________________________ President The foregoing agreement is hereby accepted as of the date first above written. DAEWOO CAPITAL MANAGEMENT CO., LTD. By _________________________________ Chairman 3 Accepted: THE KOREA FUND, INC. By _________________________________ President 4 -----END PRIVACY-ENHANCED MESSAGE-----