-----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, R89a+17wjCsfJ5pkY19p71gshzEiKCqDDYEc4BSAfGeDFWRd5bEXqktFRl+eMFvN izBW/z3uEp/NvXPOMlGRsw== 0000950123-06-000506.txt : 20060119 0000950123-06-000506.hdr.sgml : 20060119 20060119172312 ACCESSION NUMBER: 0000950123-06-000506 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20060119 DATE AS OF CHANGE: 20060119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOREA FUND INC CENTRAL INDEX KEY: 0000748691 IRS NUMBER: 133226146 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-36819 FILM NUMBER: 06538935 BUSINESS ADDRESS: STREET 1: 345 PARK AVE STREET 2: C/O DEUTSCHE ASSET MANAGEMENT CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 617-295-3986 MAIL ADDRESS: STREET 1: DEUTSCHE ASSET MANAGEMENT STREET 2: TWO INTERNATIONAL FUND CITY: BOSTON STATE: MA ZIP: 02110 FILED BY: 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: SC TO-I BUSINESS ADDRESS: STREET 1: 345 PARK AVE STREET 2: C/O DEUTSCHE ASSET MANAGEMENT CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 617-295-3986 MAIL ADDRESS: STREET 1: DEUTSCHE ASSET MANAGEMENT STREET 2: TWO INTERNATIONAL FUND CITY: BOSTON STATE: MA ZIP: 02110 SC TO-I 1 y16611sctovi.txt SC TO-I AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2006. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- THE KOREA FUND, INC. (Name of Subject Company (issuer)) THE KOREA FUND, INC. (Name of Filing Person (offeror)) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 500634100 (CUSIP Number of Class of Securities) JOHN MILLETTE THE KOREA FUND, INC. C/O DEUTSCHE INVESTMENT MANAGEMENT AMERICAS, INC. 345 PARK AVENUE NEW YORK, NEW YORK 10154 (800) 349-4281 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) --------------------- COPY TO: WILLIAM D. REGNER, ESQ. DEBEVOISE & PLIMPTON LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 909-6000 --------------------- CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- TRANSACTION VALUATION AMOUNT OF FILING FEE - ------------------------------------------------------------------------------------------------- $117,997,089.98(a) $12,625.69 - ------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------
(a) Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate maximum purchase to be paid for 2,996,371 shares in the offer, based on a price of $39.38 (98% of the net asset value per share of $40.18 on January 17, 2006). (b) Calculated at $107.00 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #5 for Fiscal Year 2006, effective November 27, 2005. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: Not applicable Form or Registration No.: Not applicable Filing Party: Not applicable Date Filed: Not applicable [ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which this statement relates: [ ] third party tender offer subject to Rule 14d-1 [X] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTRODUCTORY STATEMENT This Issuer Tender Offer Statement on Schedule TO relates to an offer by The Korea Fund, Inc., a Maryland corporation (the "Fund"), to purchase a portion of the Fund's securities upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 19, 2006 (the "Offer to Purchase"), and in the related Letter of Transmittal which are filed as exhibits to this Schedule TO. This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 of Schedule TO. ITEM 12. EXHIBITS (a)(1)(i) Offer to Purchase, dated January 19, 2006. (a)(1)(ii) Form of Letter of Transmittal. (a)(1)(iii) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(iv) Form of Notice of Guaranteed Delivery. (a)(1)(v) Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(2) None. (a)(3) Not Applicable. (a)(4) Not Applicable. (a)(5)(i) Press release issued on January 13, 2006 (incorporated herein by reference to the Schedule TO-C filed by The Korea Fund, Inc. on January 17, 2006). (a)(5)(ii) Press release issued on January 19, 2006. (b)(1) Termination, Replacement and Restatement Agreement Dated as of April 7, 2005 Relating to Credit Agreement, Dated as of April 11, 2002, among certain mutual funds managed by Deutsche Investment Management Americas Inc., JPMorganChase Bank, N.A., J.P. Morgan Securities Inc., State Street Bank and Trust Company, Lloyds TSB Bank plc and Calyon New York Branch. (d) None. (g) None. (h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3 Not Applicable. 1 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE KOREA FUND, INC. By: /s/ John Millette ------------------------------------ Name: John Millette Title: Secretary Dated: January 19, 2006 2 EX-99.A.1.I 2 y16611exv99waw1wi.txt EX-99.A.1.I: OFFER TO PURCHASE OFFER TO PURCHASE FOR CASH UP TO 2,996,371 OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF THE KOREA FUND, INC. AT 98% OF NET ASSET VALUE PER SHARE BY THE KOREA FUND, INC. THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON FEBRUARY 16, 2006, UNLESS THE OFFER IS EXTENDED. THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS, INCLUDING THE CONDITIONS LISTED UNDER "CERTAIN CONDITIONS OF THE OFFER." NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THIS OFFER TO PURCHASE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME. To the Shareholders of The Korea Fund, Inc.: The Korea Fund, Inc., a non-diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the "Fund"), is offering to purchase up to 2,996,371 of its issued and outstanding shares of Common Stock, par value $0.01 per share (the "Shares"). As of January 17, 2006, 29,963,705 Shares were outstanding. The offer is for cash at a price equal to 98% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market in which the Shares are traded (the "NYSE"), on the business day after the day the offer expires, and is upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which together with any amendments or supplements thereto collectively constitute the "Offer"). The Offer will expire at 12:00 midnight, Eastern time, on February 16, 2006, unless extended. The Shares are traded on the NYSE under the symbol "KF". The NAV as of the close of the regular trading session of the NYSE on January 17, 2006 was $40.18 per Share and the last reported sale price on the NYSE on such date for a Share was $37.75. Until the Offer expires, NAV quotations can be obtained from Georgeson Shareholder Communications Inc. (the "Information Agent") by calling (800) 843-0369 between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays). Tendering shareholders will not be obliged to pay brokerage fees or commissions or, except as set forth in the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all charges and expenses of the Information Agent and The Colbent Corporation (the "Depositary"). The Fund mailed this Offer to Purchase and the accompanying Letter of Transmittal to record holders on or about January 19, 2006. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (a) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the certificates for the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (b) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a brokerage firm or other financial intermediary must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by a brokerage firm or other financial intermediary for processing the tender(s) on their behalf. The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. IF YOU DO NOT WISH TO TENDER YOUR SHARES, YOU NEED NOT TAKE ANY ACTION. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., THE FUND'S INVESTMENT MANAGER (THE "MANAGER"), NOR DEUTSCHE INVESTMENTS TRUST MANAGEMENT COMPANY LIMITED, THE FUND'S SUBADVISER (THE "SUBADVISER"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS, THE MANAGER OR THE SUBADVISER AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS, THE MANAGER OR THE SUBADVISER. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. THE FUND HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") A TENDER OFFER STATEMENT ON SCHEDULE TO UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), RELATING TO THE OFFER. TABLE OF CONTENTS 1. PRICE; NUMBER OF SHARES..................................... 4 2. PURPOSE OF THE OFFER, PLANS OR PROPOSALS OF THE FUND........ 4 3. CERTAIN CONDITIONS OF THE OFFER............................. 6 4. PROCEDURES FOR TENDERING SHARES............................. 7 5. WITHDRAWAL RIGHTS........................................... 9 6. PAYMENT FOR SHARES.......................................... 10 7. SOURCE AND AMOUNT OF FUNDS.................................. 11 8. EFFECTS OF THE OFFER; CONSEQUENCES OF PARTICIPATION......... 11 9. PRICE RANGE OF SHARES; DIVIDENDS/DISTRIBUTIONS.............. 14 10. SELECTED FINANCIAL INFORMATION.............................. 14 11. INTEREST OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN RELATED PERSONS............................................. 17 12. CERTAIN INFORMATION ABOUT THE FUND.......................... 18 13. ADDITIONAL INFORMATION...................................... 18 14. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES....... 19 15. CERTAIN KOREAN TAX CONSEQUENCES............................. 20 16. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS................. 21 17. AMENDMENTS; EXTENSION OF TENDER PERIOD; TERMINATION......... 21 18. MISCELLANEOUS............................................... 22
i SUMMARY TERM SHEET This summary highlights important information concerning this tender offer. To understand the tender offer fully and for a more complete discussion of the terms and conditions of the tender offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. WHAT IS THE TENDER OFFER? - The Korea Fund, Inc. is offering to purchase up to 2,996,371 shares of common stock for cash at a price per share equal to 98% of the per share net asset value as of the close of regular trading session of the New York Stock Exchange on the business day after the day the tender offer expires. Unless extended, the tender offer will expire at 12:00 midnight, Eastern time, on February 16, 2006. The tender offer is subject to a number of conditions. See "Certain Conditions of the Offer." WHY IS THE FUND MAKING THIS TENDER OFFER? - This tender offer is being made in connection with the program of tender offers announced by the Board on December 15, 2004. Pursuant to this program, the Fund plans to conduct six semi-annual tender offers for 10% of the Fund's then-outstanding shares if the Fund's shares trade on the New York Stock Exchange at an average weekly discount from net asset value greater than 5% during a 13-week measuring period ending the last day of the preceding half-year. This tender offer is the first such tender offer. The average weekly discount of the Fund during the measuring period ending December 31, 2005 was 5.63%. The Fund is making the tender offer to provide shareholders with an alternative source of liquidity for their investment in Fund shares and as part of the Fund's continuous efforts to provide additional value to shareholders. The tender offer provides a means for shareholders who wish to sell a portion of their Fund shares to do so at close to net asset value per share. See "Purpose of the Offer; Plans or Proposals of the Fund." WHY IS THE FUND OFFERING TO PAY ME CASH INSTEAD OF PORTFOLIO SECURITIES IN THIS TENDER OFFER? - Although the program of purchase offers announced by the Board on December 15, 2004 originally contemplated in-kind purchase offers in which tendering shareholders would receive a pro rata share of the Fund's portfolio, rather than cash, the Fund has determined that a cash tender offer will be more beneficial to Fund shareholders because it will facilitate participation by smaller shareholders and result in lower transaction costs. WHEN WILL THE TENDER OFFER EXPIRE, AND MAY THE TENDER OFFER BE EXTENDED? - The tender offer will expire at 12:00 midnight, Eastern time, on February 16, 2006, unless extended. The Fund may elect at any time to extend the expiration date of the tender offer. If the tender offer is extended, the Fund will issue a press release announcing the extension. See "Amendments; Extension of Tender Period; Termination." WHAT IS THE NET ASSET VALUE PER FUND SHARE AS OF A RECENT DATE? - As of January 17, 2006, the net asset value per share was $40.18 and the last reported sales price on the New York Stock Exchange for a share of the Fund's common stock was $37.75. See "Price Range of Shares; Dividends/ Distributions" for more information regarding the trading range of the common stock and the Fund's net asset value per share during the past two years. Before the tender offer expires, net asset value quotations can be obtained from Georgeson Shareholder Communications Inc. by calling (800) 843-0369 between 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays). WILL THE FUND'S NET ASSET VALUE PER SHARE BE HIGHER OR LOWER ON THE DATE THAT THE PRICE TO BE PAID FOR TENDERED SHARES IS TO BE DETERMINED? - No one can accurately predict the Fund's net asset value per share at a future date. HOW DO I TENDER MY SHARES? - In order for your shares to be purchased in the tender offer, you must follow the procedures set forth in "Procedures for Tendering Shares" and in the Letter of Transmittal that accompanies this Offer to Purchase. MUST I TENDER ALL OF MY SHARES? - No. You may tender either all or any smaller number of shares you own unless you own not more than 99 shares total, in which case you must tender either all or none of your shares. MAY I WITHDRAW MY SHARES AFTER I HAVE TENDERED THEM AND, IF SO, BY WHEN? - Yes, you may withdraw your shares at any time prior to 12:00 midnight, Eastern time, on February 16, 2006 or, if the offer is extended, at any time prior to 5:00 p.m., Eastern time, on the new expiration date. In order to be effective, the Depositary must receive your notice of withdrawal prior to the expiration of the tender offer at one of the addresses on the back cover of this Offer to Purchase. You may retender withdrawn shares by following the tender procedures before the offer expires, including any extension period. In addition, if we have not accepted for payment shares you tendered, you may withdraw your tendered shares at any time after March 17, 2006 and prior to their acceptance for payment. See "Withdrawal Rights." HOW DO I WITHDRAW TENDERED SHARES? - A notice of withdrawal of tendered shares must be timely received by the Depositary which specifies the name of the shareholder who tendered the shares, the number of shares being withdrawn (which must be all of the shares tendered) and, as regards share certificates which represent tendered shares that have been delivered or otherwise identified to the Depositary, the name of the registered owner of such shares if different than the person who tendered the shares. See "Withdrawal Rights." MAY I PLACE ANY CONDITIONS ON MY TENDER OF SHARES? - No. WHAT IF MORE THAN 2,996,371 SHARES ARE TENDERED AND NOT TIMELY WITHDRAWN? - The Fund is offering to purchase up to 2,996,371 shares of its common stock. If shareholders tender more than 2,996,371 shares, the Fund will purchase duly tendered shares from tendering shareholders on a pro rata basis, disregarding fractions, based upon the number of shares each shareholder tenders and does not timely withdraw except that, if a shareholder owns beneficially or of record not more than 99 shares, the Fund will purchase all shares tendered by such shareholder. The Fund does not intend to increase the number of shares that it is offering to purchase, even if shareholders tender more than 2,996,371 shares. DOES THE FUND HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT FOR TENDERED SHARES? - Yes. The Fund expects to pay for tendered shares with cash on hand and proceeds from the sale of portfolio securities. The Fund is authorized to borrow for temporary or emergency purposes, and, to the extent that the Fund does not have sufficient resources through cash on hand and the disposition of portfolio securities to purchase shares in the tender offer, it intends to finance a portion of the Offer through temporary borrowing. See "Source and Amount of Funds." IF SHARES I TENDER ARE ACCEPTED BY THE FUND, WHEN WILL PAYMENT BE MADE? - Payment for tendered shares, if accepted, will be made as soon as possible after the expiration of the tender offer. IS MY SALE OF SHARES IN THE TENDER OFFER A TAXABLE TRANSACTION? - It is anticipated that U.S. shareholders (other than those who are tax exempt) who sell shares in the tender offer will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference between the cash they receive for the shares sold and their adjusted basis in the shares sold. The sale date for tax purposes will be the date the Fund accepts shares for purchase. See "Certain United States Federal Income Tax Consequences" for a general summary of the U.S. federal income tax consequences of a sale of shares pursuant to the tender offer, including the possibility that different tax treatment may apply; the differing rules for U.S. and non-U.S. shareholders; and the potential imposition of withholding taxes on payments to non-U.S. Shareholders and any tendering shareholders who have not completed and returned certain required IRS forms. Please consult 2 your tax advisor for a full understanding of your individual tax consequences, including potential state, local and foreign taxation. UPON EXPIRATION, IS THE FUND REQUIRED TO COMPLETE THE TENDER OFFER AND PURCHASE ALL SHARES TENDERED UP TO THE NUMBER OF SHARES TENDERED FOR? - Yes, unless certain conditions described under "Certain Conditions of the Offer" are not satisfied. The Fund also has the right to amend or terminate the tender offer prior to the time the tender offer expires. IS THERE ANY REASON SHARES TENDERED WOULD NOT BE ACCEPTED? - In addition to those circumstances described under "Certain Conditions of the Offer" in which the Fund is not required to accept tendered shares, the Fund reserves the right to reject any and all tenders determined by it not to be in appropriate form. The Fund may reject tenders of shares if, for instance, the Letter of Transmittal does not include original signature(s) or the original of any required signature guarantee(s). HOW WILL TENDERED SHARES BE ACCEPTED FOR PAYMENT? - Properly tendered shares, up to the number tendered for, will be accepted for payment by a determination of the Fund's Board of Directors followed by notice of acceptance to the Depositary, which is thereafter to make payment as directed by the Fund with funds to be deposited with it by the Fund. See "Payment for Shares." WHAT ACTION NEED I TAKE IF I DECIDE NOT TO TENDER MY SHARES? - None. DOES THE FUND'S MANAGEMENT RECOMMEND THAT SHAREHOLDERS PARTICIPATE IN THE TENDER OFFER, AND WILL THEY PARTICIPATE IN THE TENDER OFFER? - None of the Fund, its Board of Directors, its investment manager or its subadviser is making any recommendation to the Fund's shareholders whether or not to tender shares in the tender offer. None of the Fund's directors or officers intend to tender the shares they beneficially own in the tender offer. See "Interests of Directors, Executive Officers and Certain Related Persons." WILL THERE BE ADDITIONAL OPPORTUNITIES TO TENDER SHARES TO THE FUND? - The Fund plans to conduct up to five additional semi-annual tender offers for 10% of the Fund's then-outstanding shares if the Fund's shares trade on the New York Stock Exchange at an average weekly discount from net asset value greater than 5% during a 13-week measuring period ending the last day of the preceding half-year. See "Purpose of the Offer; Plans or Proposals of the Fund." HOW DO I OBTAIN MORE INFORMATION? - Questions, requests for assistance and requests for additional copies of the Offer to Purchase, the Letter of Transmittal and all other tender offer documents should be directed to the Information Agent, toll free at (800) 843-0369. If you do not own shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate. 3 1. PRICE; NUMBER OF SHARES. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or modified, the terms and conditions of any such extension or amendment), the Fund will accept for payment and purchase for cash up to 2,996,371 of its issued and outstanding Shares that are properly tendered and not withdrawn in accordance with Section 5 prior to 12:00 midnight, Eastern time, on the Expiration Date. The term "Expiration Date" shall mean February 16, 2006, unless the Fund, in its sole discretion, shall extend the period the Offer is open, in which case Expiration Date shall mean the last date the Offer, as so extended by the Fund, shall expire. The Fund reserves the right in its sole discretion and for any reason to amend, extend or terminate the Offer. (See Sections 3 and 17.) The Fund will not be obligated to purchase Shares pursuant to the Offer under certain circumstances. (See Section 3.) The purchase price of the Shares will be 98% of their NAV per Share determined as of the close of the regular trading session of the NYSE on the business day after the Expiration Date. The Fund will not pay interest on the purchase price under any circumstances. The NAV as of the close of the regular trading session of the NYSE on January 17, 2006 was $40.18 per Share and the last reported sale price of a Share on the NYSE on that date was $37.75, representing a discount of 6.05% to NAV. Prior to 5:00 p.m., Eastern time, on the Expiration Date, NAV quotations can be obtained from the Information Agent by calling (800) 843-0369 between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays). The Offer is being made to all shareholders and is not conditioned upon shareholders tendering in the aggregate any minimum number of Shares. If more than 2,996,371 Shares are duly tendered pursuant to the Offer (and not withdrawn as provided in Section 5), the Fund, subject to the conditions listed in Section 3, will purchase Shares from tendering shareholders in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions) based upon the number of Shares duly tendered (and not subsequently withdrawn) by or on behalf of each shareholder; provided, that the Fund will exclude from such pro rata reduction and accept all Shares duly tendered in accordance with the terms and conditions specified in the Offer by any shareholder who owns, beneficially or of record, an aggregate of not more than 99 Shares and who promptly tenders such Shares by means of the Letter of Transmittal. The Fund does not intend to increase the number of Shares offered for purchase, even if more than 2,996,371 Shares are tendered by all shareholders in the aggregate. On January 17, 2006, there were 29,963,705 Shares issued and outstanding, and there were 1,097 holders of record of Shares. Certain of these holders of record were brokers, dealers, commercial banks, trust companies and other institutions that held legal title to Shares as nominee on behalf of multiple beneficial owners. 2. PURPOSE OF THE OFFER, PLANS OR PROPOSALS OF THE FUND. The Board of Directors of the Fund (the "Board") considered and approved the Offer at a meeting held on January 11, 2006. The Fund is making the Offer to provide shareholders with an alternative source of liquidity for their investment in Shares and as part of the Fund's continuous efforts to provide additional value to shareholders. The Offer provides a means for shareholders who want to sell a portion of their Shares to do so at close to NAV per Share. The Board for many years has sought to address the discount to net asset value at which Shares of the Fund have traded in ways consistent with the best interests of shareholders and applicable regulatory requirements. The Board has considered a wide variety of strategies to address the discount. Past actions taken by the Board have included the purchase of Shares pursuant to a cash tender offer, a special in-kind dividend in the form of American Depository Receipts representing shares of a Fund portfolio company, a market Share buy-back program, purchases of Shares pursuant to the Fund's dividend reinvestment plan, and efforts to increase publicity about the Fund. On April 25, 2003, the Board announced that it would initiate a special review of alternatives that would enable shareholders to receive value that would be near net asset value for at least a portion of their Shares by April 2004. On January 21, 2004, the Board announced that the Fund would conduct a tender offer and that the Board had approved a program of making additional tender offers, one in the first quarter of 2005 and one in the first quarter of 2006, in each case for 10% of the outstanding Shares at a price of 95% of net asset value if the Shares traded on the NYSE at an average weekly discount from net asset value greater than 15% during a 13-week measuring period ending the preceding December 31, and subject to fiduciary and other applicable requirements (the "Previous Program"). On January 23, 2004, the Fund commenced a cash tender offer for up to 10% of its outstanding Shares at a price equal to 95% of NAV per 4 Share as of the close of the regular trading session of the NYSE on the day after the business day the offer expired. The tender offer expired on February 23, 2004. A total of 4,966,408.9739 Shares were accepted for payment under the offer. On December 15, 2004, the Fund announced its approval, subject to fiduciary and other applicable requirements and regulatory approvals, of a purchase of 50% of outstanding Shares at a price equal to 98% of the NAV per Share as of the day after the date such offer expired. The Fund also announced its approval of a plan to conduct six subsequent semi-annual purchase offers in accordance with section 23(c)(2) under the Investment Company Act of 1940 (the "1940 Act") and rule 13e-4 under Exchange Act, each for 10% of the then outstanding Shares at a price equal to 98% of NAV per Share as of the day after the date each such offer expires, if Shares trade on the NYSE at an average weekly discount from NAV greater than 5% during a 13-week measuring period ending the last day of the preceding half-year (the "Repurchase Program"). Payment for any Shares purchased pursuant to the Repurchase Program would be made in-kind through a pro rata distribution of securities from the Fund's portfolio on the day after the date such offer expires. In light of the authorization by the Fund of the Repurchase Program, the Fund announced the termination of the Previous Program. On July 8, 2005, the Fund commenced a tender offer for up to 22,350,747 shares, representing approximately 50% of its issued and outstanding shares of common stock in exchange for portfolio securities of the Fund at a price per share equal to 98% of the net asset value per share as of the day after the day the offer expires. On August 25, 2005, the Fund announced that it had accepted, after adjusting for fractional shares in accordance with the terms of the offer, the tender of 14,737,788 shares. This represented approximately 33% of the Fund's outstanding shares. The average weekly discount of the Fund during the 13-week measuring period ending December 31, 2005 was 5.63%. On January 11, 2006, the Board met to consider a 10% repurchase offer pursuant to the Repurchase Program. The Board determined that although the Repurchase Program originally contemplated in-kind purchase offers in which tendering shareholders would receive a pro rata share of the Fund's portfolio, rather than cash, the Fund would conduct this tender offer for cash consideration. The Board believes that using cash consideration will facilitate participation by smaller shareholders and result in lower transaction costs. The Board intends to evaluate on a case-by-case basis the consideration for any future offers under the repurchase program, in light of its experience and then-prevailing market and economic conditions. The Board believes that maintaining the Fund's closed-end structure provides the best means to achieve the Fund's investment objective of long-term capital appreciation, especially given the emerging nature of the Korean capital markets, the volatility and the limited liquidity of many of the Fund's holdings and other relevant market conditions. The Board believes that the long-term and recent performance of the Fund supports this view. There can be no assurance that this Offer or any other actions taken by the Board will reduce or eliminate any market price discount from NAV of the Fund's Shares. The market price of the Fund shares will also be determined by, among other things, the relative demand for and supply of Fund shares in the market, the Fund's investment performance, the Fund's dividends and yield, and investor perception of the Fund's overall attractiveness as an investment as compared with other investment alternatives. Any Shares acquired by the Fund pursuant to the Offer will become treasury shares and will be available for issuance by the Fund without further shareholder action (except as required by applicable law or the rules of national securities exchanges on which the Shares are listed). Except as set forth above, as referred to in Section 11 or in connection with the operation of the Fund's Dividend Reinvestment Plan, the Fund does not have any present plans or proposals and is not engaged in any negotiations that relate to or would result in: (a) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund or any of its subsidiaries; (b) other than in connection with transactions in the ordinary course of the Fund's operations and for purposes of funding the Offer, any purchase, sale or transfer of a material amount of assets of the Fund or any of its subsidiaries; (c) any material change in the Fund's present dividend policy, or indebtedness or capitalization of the Fund; (d) changes to the present Board or management of the Fund, including changes to the number or the term of members of the Board, the filling of any existing vacancies on the Board or changes to any material term of the employment contract of any executive officer; (e) any other material change in the Fund's corporate structure or business, including any plans or proposals to make any changes in the Fund's investment policy for which a vote would be required 5 by Section 13 of the 1940 Act; (f) any class of equity securities of the Fund to be delisted from a national securities exchange or to cease to be authorized to be quoted in an automated quotations system operated by a national securities association; (g) any class of equity securities of the Fund becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (h) the suspension of the Fund's obligation to file reports pursuant to Section 15(d) of the Exchange Act; (i) the acquisition by any person of additional securities of the Fund, or the disposition of securities of the Fund; or (j) any changes in the Fund's charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Fund. 3. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) the Fund's right to extend, amend or terminate the Offer at any time in its sole discretion, the Fund shall not be required to accept for purchase or, subject to the applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, pay for, and may delay the acceptance for, payment of or payment for any tendered Shares, if: (a) the Fund is not able to liquidate portfolio securities in an orderly manner and consistent with the Fund's investment objective and policies or its status as a regulated investment company under the Internal Revenue Code of 1986 (the "Code") in order to provide sufficient cash from the disposition of portfolio securities to purchase Shares tendered pursuant to the Offer; (b) there shall be instituted, pending or threatened before any governmental entity or court any action, proceeding, application or claim, or there shall be any judgment, order or injunction sought or any other action taken by any person or entity, which restrains, prohibits or materially delays the making or consummation of the Offer, challenges the acquisition by the Fund of any Shares pursuant to the Offer or the Board's fulfillment of its fiduciary obligations in connection with the Offer or the Repurchase Program, seeks to obtain any material amount of damages in connection with the Offer or the Repurchase Program, or otherwise directly or indirectly adversely effects the Offer, the Repurchase Program or the Fund; (c) there shall have occurred: (i) any general suspension of trading in or limitation on prices for securities on the NYSE, the Stock Market Division or the KOSDAQ Market Division of the Korea Exchange, or any other exchange on which the Shares or portfolio securities held by the Fund are traded; (ii) any declaration of a banking moratorium or similar action materially adverse to the Fund by U.S. federal, state or local authorities or any governmental authority of the Republic of South Korea ("Korea") or any other foreign jurisdiction, or any suspension of payment material to the Fund by banks in the United States, the State of New York, Korea or any other jurisdiction; (iii) any limitation having a material adverse effect on the Fund or the issuers of its portfolio securities that is imposed by U.S. federal, state or local authorities, or by any governmental authority of Korea or any other foreign jurisdiction, with respect to the extension of credit by lending institutions or the convertibility of foreign currencies; (iv) the commencement of war, armed hostilities, terrorist action or any other international or national calamity directly or indirectly involving the United States or Korea; or (v) any other event or condition which, in the Board's judgment, would have a material adverse effect on the Fund or its shareholders if the Offer were consummated; or (d) the Board determines that effecting the Offer would be inconsistent with applicable legal requirements or would constitute a breach of the Board's fiduciary duty owed to the Fund or its shareholders. The Board may modify these conditions in light of experience. The foregoing conditions are for the Fund's sole benefit and may be asserted by the Fund regardless of the circumstances giving rise to any such condition (including any action or inaction of the Fund), and any such condition may be waived by the Fund, in whole or in part, at any time and from time to time in its reasonable judgment. The Fund's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section 3 shall be final and binding. The Fund reserves the right, at any time during the pendency of the Offer, to amend, extend or terminate the Offer in any respect. (See Section 17.) 6 4. PROCEDURES FOR TENDERING SHARES. A. PROPER TENDER OF SHARES. For Shares to be properly tendered pursuant to the Offer, a shareholder must cause a properly completed and duly executed Letter of Transmittal bearing original signature(s) and the original of any required signature guarantee(s), and any other documents required by the Letter of Transmittal, to be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must either: (a) cause certificates for tendered Shares to be received by the Depositary at such address or cause such Shares to be delivered pursuant to the procedures for book-entry delivery set forth below (and confirmation of receipt of such delivery to be received by the Depositary), in each case before 12:00 midnight, Eastern time, on the Expiration Date; or (b) (in lieu of the delivery of such Share certificates prior to 12:00 midnight, Eastern time, on the Expiration Date) such shareholder must comply with the guaranteed delivery procedures set forth below. Letters of Transmittal and certificates representing tendered Shares should not be sent or delivered to the Fund. Shareholders who desire to tender Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that firm to effect a tender on their behalf. Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, directly or indirectly, to request a tender of Shares pursuant to the Offer unless at the time of the request, and at the time the Shares are accepted for payment, the person requesting the tender has a net long position equal to or greater than the amount requested for tender in either: (a) Shares, and will deliver or cause to be delivered such Shares for the purpose of tender to the Fund within the period specified in the Offer; or (b) an equivalent security and, upon the acceptance of his or her request to tender, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of requesting the tender to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the request to tender or guarantee of a request to tender on behalf of another person. The acceptance of Shares by the Fund for purchase will constitute a binding agreement between the participating shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the participating shareholder's representation that the shareholder has a net long position in the Shares being tendered for purchase within the meaning of Rule 14e-4 and that the request to tender such Shares complies with Rule 14e-4. B. SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is required if: (a) the Letter of Transmittal is signed by the registered holder(s) (including, for purposes of this document, any participant in The Depository Trust Company ("DTC") book-entry transfer facility whose name appears on DTC's security position listing as the owner of Shares) of the Shares tendered thereby, unless such holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" in the Letter of Transmittal; or (b) the Shares tendered are tendered for the account of a firm (an "Eligible Institution") which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association's approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. (See Instruction 2 of the Letter of Transmittal.) If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered for purchase thereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Shares tendered for purchase without alteration, enlargement or any change whatsoever. If any of the Shares tendered for purchase thereby are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal. If any of the Shares tendered for purchase are registered in different names, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations. If the Letter of Transmittal or any certificates for Shares tendered for purchase or stock powers relating to Shares tendered for purchase are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted together with the Letter of Transmittal. If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered for purchase, no endorsements of certificates or separate stock powers with respect to such Shares are required unless payment is to be 7 made to, or certificates for Shares not purchased are to be issued in the name of, a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If the Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Shares involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. (See subsection D of this Section 4.) C. BOOK-ENTRY DELIVERY. The Depositary has established an account with respect to the Shares at DTC for purposes of the Offer. Any financial institution that is a participant in the DTC system may make book-entry delivery of tendered Shares by causing DTC to transfer such Shares into the Depositary's account at DTC in accordance with DTC's procedures for such transfers. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at DTC, a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s), or an Agent's Message (as defined below) in connection with a book-entry transfer and any other documents required by the Letter of Transmittal, must in any case be received by the Depositary prior to 12:00 midnight, Eastern time, on the Expiration Date at one of its addresses set forth on the back cover page of this Offer to Purchase, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The term "Agent's Message" means a message from DTC transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer of Shares (a "Book-Entry Confirmation") which states that: (a) DTC has received an express acknowledgment from the DTC participant tendering the Shares for purchase that are the subject of the Book-Entry Confirmation; (b) the DTC participant has received and agrees to be bound by the terms of the Letter of Transmittal; and (c) the Fund may enforce such agreement against the DTC participant. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the Depositary. D. GUARANTEED DELIVERY. Notwithstanding the foregoing, if a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 12:00 midnight, Eastern time, on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares nevertheless may be tendered, provided that all of the following conditions are satisfied: (a) the tender is made by or through an Eligible Institution; (b) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 12:00 midnight, Eastern time, on the Expiration Date; and (c) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 p.m., Eastern time, on the third NYSE trading day after the date of receipt by the Depositary of a properly completed and duly executed Notice of Guarantee Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause: (a) their shares to be tendered (in proper certificated or uncertificated form); (b) the timely delivery of a properly completed Letter of Transmittal (or a copy or facsimile thereof) (including original signature(s) and the original of any required signature guarantee(s)); and (c) the timely delivery of all other 8 documents required by the Letter of Transmittal. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer. Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal. FAILURE OF A PARTICIPATING SHAREHOLDER TO SUBMIT THE DOCUMENTATION DESCRIBED ABOVE WILL RESULT IN AN INVALID SUBMISSION OF SHARES FOR PARTICIPATION IN THE OFFER AND, ACCORDINGLY, SUCH SHAREHOLDER'S SUBMITTED SHARES WILL NOT BE ACCEPTED FOR PURCHASE. E. DETERMINATIONS OF VALIDITY. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in appropriate form or to refuse to accept for payment, purchase or pay for, any Shares if, in the opinion of the Fund's counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). The Fund's interpretations of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) shall be final and binding. NEITHER THE FUND, ITS BOARD OF DIRECTORS, THE MANAGER, THE SUBADVISER, THE INFORMATION AGENT, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE. F. UNITED STATES FEDERAL INCOME TAX WITHHOLDING. To prevent U.S. federal income tax backup withholding at a rate generally equal to 28% of the gross payments made pursuant to the Offer, each participating U.S. Shareholder (as defined below) should complete the Substitute Form W-9 included in the Letter of Transmittal and provide such form to the Depositary. A "U.S. Shareholder" is, in general, a shareholder that is: (a) an individual who is a citizen or resident of the United States; (b) a corporation or partnership, or other entity taxed as a corporation or partnership, created or organized in or under the laws of the United States, any State thereof or the District of Columbia; (c) an estate the income of which is subject to United States federal income taxation regardless of the source of such income; or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust. Participating Non-U.S. Shareholders (as defined below) must submit a Form W-8BEN or other Form W-8, as appropriate, to the Depositary in order to avoid backup withholding. (An exemption from backup withholding does not exempt a non-U.S. Shareholder from the 30% (or lower applicable treaty rate) withholding tax described under "Certain United States Federal Income Tax Consequences.") For this purpose, a "Non-U.S. Shareholder" is any shareholder that is not a U.S. Shareholder. Copies of Form W-8BEN are provided with the Letter of Transmittal for Non-U.S. Shareholders. Other types of Form W-8 can be found on the IRS website at www.irs.gov/formspubs/index.html. 5. WITHDRAWAL RIGHTS. At any time prior to 12:00 midnight, Eastern time, on the Expiration Date, and, if the Shares have not by then been accepted for payment by the Fund, at any time after March 17, 2006, any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered. To be effective, a written notice of withdrawal of Shares tendered must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary by 12:00 midnight, Eastern time, on February 16, 2006, and the original notice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any notice of withdrawal must specify the name(s) of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn (which may not be less than all of the Shares tendered by the shareholder) and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) 9 of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. Withdrawn Shares, however, may be re-tendered by following the procedures described in Section 4 prior to 12:00 midnight, Eastern time, on the Expiration Date. Except as otherwise provided in this Section 5, tenders of Shares made pursuant to the Offer will be irrevocable. NEITHER THE FUND, ITS BOARD OF DIRECTORS, THE MANAGER, THE SUBADVISER, THE INFORMATION AGENT, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE. 6. PAYMENT FOR SHARES. For purposes of the Offer, the Fund will be deemed to have accepted for payment and purchased Shares that are tendered (and not withdrawn in accordance with Section 5) when, as and if it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return tendered Shares promptly after the termination, expiration or withdrawal of the Offer. Upon the terms and subject to the conditions of the Offer, the Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date. The Fund will make payment for Shares purchased pursuant to the Offer by depositing the aggregate purchase price therefor with the Depositary, which will make payment to shareholders promptly as directed by the Fund. Upon the deposit of funds with the Depositary for the purpose of making payment to validly tendering shareholders, the Fund's obligation to make such payment shall be satisfied and such tendering shareholders must thereafter look solely to the Depositary for payment of the amounts owed to them by reason of the acceptance of the Shares pursuant to the Offer. The Fund will not pay interest on the purchase price under any circumstances. In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of: - (a) a Letter of Transmittal (or a copy thereof) properly completed and duly executed and any required signature guarantee(s), or an Agent's Message in connection with a book-entry transfer; - (b) a certificate evidencing Shares or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at DTC pursuant to the procedure set forth in Section 4; and - (c) any other documents required by the Letter of Transmittal. The Fund is paying the costs of conducting the Offer, which include the costs of printing and mailing materials to shareholders, certain legal and filing fees, certain taxes and the fees and expenses of the Depositary and Information Agent. The Fund will pay all stock transfer taxes, if any, with respect to the transfer and sale of Shares to it pursuant to the Offer and deduct a corresponding amount from the purchase price paid to the participating shareholder tendering such Shares. If tendered Shares are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered owner or such other person) payable on account of the transfer to such person of such Shares will also be deducted from the purchase price, unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. Brokers, dealers or other institutions also may charge fees to a participating shareholder for processing a purchase request and sending it to the Depositary. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund may not be obligated to purchase Shares pursuant to the Offer under certain conditions. (See Section 3.) Any tendering shareholder or other payee who fails to complete fully and sign either the appropriate type of Form W-8 or Substitute Form W-9 in the Letter of Transmittal and provide that form to the Depositary may be subject to federal backup withholding tax of 28% of the gross proceeds paid to such shareholder or other payee pursuant to the Offer. See 10 Section 13 regarding this tax as well as possible withholding at the rate of 30% (or lower applicable treaty rate) on the gross proceeds payable to tendering Non-U.S. Shareholders. 7. SOURCE AND AMOUNT OF FUNDS. The actual cost of the Offer to the Fund cannot be determined at this time because the number of Shares to be purchased will depend on the number of Shares tendered, and the price will be based on the NAV per Share on the business day after the Expiration Date. If the NAV per Share on the business day after the Expiration Date were $40.18, which was the NAV per Share on January 17, 2006, and if shareholders tender 10% of the Fund's outstanding Shares pursuant to the Offer, the estimated payments by the Fund to the shareholders would be approximately $117,997,089.98. (See the Pro Forma Capitalization table in Section 8.) The Fund anticipates that it will obtain the cash necessary to pay the aggregate purchase price on Shares accepted for payment pursuant to the Offer through the Fund's holdings of cash and the sale of portfolio securities. The selection of which portfolio securities to sell will be made by the Manager, taking into account investment merit, relative liquidity and applicable investment restrictions and legal requirements. Because the Fund may sell portfolio securities to raise cash for the purchase of Shares, during the pendency of the Offer, and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its assets in cash and cash equivalents, which may effect the Fund's investment performance. The Fund may also realize taxable gain upon the sale of such securities, which may increase the taxable distribution to the shareholders with respect to the current fiscal year. It is not possible to predict the amount of taxable gain the Fund will recognize in liquidating portfolio securities. As of January 17, 2006, cash and cash equivalents constituted approximately 0.93% of the Fund's total assets. Although the Fund is authorized to borrow money to finance the purchase of Shares, the Board believes that the Fund will have sufficient resources through cash on hand and the disposition of assets to purchase Shares in the Offer without utilizing such borrowing. However, the Fund reserves the right to finance a portion of the Offer through temporary borrowing. The Fund is authorized to borrow money for temporary or emergency purposes, and to the extent the Fund does not have sufficient resources through cash on hand and the disposition of portfolio securities to purchase Shares in the Offer, it intends to finance a portion of the Offer through temporary borrowing. The Fund and other investment companies or portfolios thereof advised by the Manager are parties to a $1.1 billion revolving credit facility (the "Facility") administered by J.P. Morgan Chase Bank. The Facility is intended primarily to cover temporary or emergency needs of the Funds that otherwise might require the untimely disposition of securities. The participants in the Facility are charged an annual commitment fee which is allocated, pro rata based upon net assets, among each of the participants. Interest is calculated at the Federal Funds Rate plus 0.5 percent. The Fund may borrow up to a maximum of 5% of its net assets under the Facility. The amounts available to be drawn down by the Fund under the Facility will depend upon the level of borrowings by other funds that are parties to the Facility, and accordingly it is possible that the Fund may not be able to borrow under the Facility the amounts desired. 8. EFFECTS OF THE OFFER; CONSEQUENCES OF PARTICIPATION. THE OFFER MAY HAVE CERTAIN ADVERSE CONSEQUENCES FOR TENDERING AND NON-TENDERING SHAREHOLDERS. A. EFFECT ON NAV AND CONSIDERATION RECEIVED BY TENDERING SHAREHOLDERS. If the Fund is required to sell a substantial amount of portfolio securities to raise cash to finance the Offer, the market prices of portfolio securities being sold and/or the Fund's remaining portfolio securities may decline and hence the Fund's NAV may decline. If any such decline occurs, the Fund cannot predict what its magnitude might be or whether such a decline would be temporary or continue to or beyond the Expiration Date. Because the price per Share to be paid in the Offer will be dependent upon the NAV per Share as determined on the business day after the Expiration Date, if such a decline were to continue up to the business day after the Expiration Date, the consideration received by tendering shareholders would be reduced. In addition, the sale of portfolio securities will cause the incurrence of increased brokerage and related transaction expenses, and the Fund may receive proceeds from the sale of portfolio securities less than their valuations by the Fund. Accordingly, obtaining the cash to consummate the Offer may result in a decrease in the Fund's NAV per Share, thereby reducing the amount of proceeds received by tendering shareholders and the NAV per Share for non-tendering shareholders. 11 Shareholders should note, however, that the Offer may result in accretion to the Fund's NAV per Share following the Offer, due to the fact that the purchase price represents a 2% discount to the Fund's NAV per Share. The potential accretion to the Fund's NAV per Share may offset in whole or in part any decline in the Fund's NAV as discussed above. The Fund will likely sell portfolio securities during the pendency of the Offer to raise cash for the purchase of Shares. Thus, during the pendency of the Offer, and possibly for a short time thereafter, the Fund will likely hold a greater than normal percentage of its net assets in cash and cash equivalents. The Fund will pay for tendered Shares it accepts for payment promptly after the Expiration Date of this Offer. Because the Fund will not know the number of Shares tendered until the Expiration Date, the Fund will not know until the Expiration Date the amount of cash required to pay for such Shares. If on or prior to the Expiration Date the Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Shares tendered, it may terminate the Offer (see Section 3) or extend the Offer to allow additional time to sell portfolio securities and raise sufficient cash. B. RECOGNITION OF CAPITAL GAINS BY THE FUND. As noted in Section 7, the Fund expects that it will sell portfolio securities to finance the Offer and that it will likely recognize gains on the sale of those securities. Under the Code, in order to avoid the imposition of income and excise taxes on the Fund, the Fund is generally required to distribute to its shareholders each year substantially all of its "investment company taxable income" (which includes ordinary income and net short term capital gains) and net long term capital gains for the year. It is likely that the Fund's purchase of Shares pursuant to the Offer will not be treated for U.S. federal income tax purposes as a distribution by the Fund that would satisfy the annual distribution requirement. (See Section 14.) As a result, if the Fund realizes substantial gains on the disposition of portfolio securities to fund the purchase of shares, the Fund will likely be required to increase the amount of its taxable distributions to shareholders with respect to the current year. The Fund expects that any such distribution will be declared by the Board in December, 2006 and distributed to shareholders in January, 2007, in accordance with the Fund's regular practice. If there is such a recognition and distribution of gains, the Fund's shareholders on the record date for the distribution would be required to pay taxes on a greater amount of income and capital gain distributions than otherwise would be the case. In addition, to raise cash to make the distribution, the Fund might need to sell additional portfolio securities, which could require the Fund to realize and recognize additional capital gains. As an alternative to actually distributing all its gains to shareholders, the Code permits the Fund to: (a) retain all or part of its net long term capital gains; (b) pay federal income tax on such retained amount; and (c) make a federal income tax election to deem the retained amount (including U.S. tax paid by the Fund) to have been distributed to shareholders and recontributed (net of the tax amount) to the Fund. Such an election could mitigate the negative cash impact the Fund would experience in connection with the additional distribution requirements caused by the Offer. Shareholders would be required to include the "deemed" distribution in income, but (a) could credit their share of the taxes paid by the Fund against their own tax liability (and, if their share of the taxes paid by the Fund exceeds their own U.S. federal tax liability, claim a refund of the excess amount from the U.S. Treasury), and (b) would increase their basis in their Fund shares by the net amount deemed distributed (i.e., the gross retained amount, less the taxes paid by the Fund). Shareholders should consult their tax advisers for additional information about the tax consequences of a "deemed" distribution in their individual circumstances. It is not possible to predict the amount of capital gains or losses that will be recognized by the Fund on the sale of portfolio securities to finance the purchase of Shares pursuant to the Offer. As of January 17, 2006, the Fund had unrealized gains of approximately $910,701,187, unrealized losses of approximately $2,808,349, resulting in net unrealized gains of approximately $907,892,838. The Fund does not have any loss carry-forwards from prior years available to offset gains generated in the current year. The Board of Directors of the Fund will determine whether and to what extent the Fund will make an actual or deemed distribution of capital gains to shareholders, based on the facts and circumstances of the Fund at the time any distribution is required to be made. In addition, some of the distributed gains may be realized on securities held for one year or less, which could generate income taxable to the non-tendering shareholders (or shareholders who sell less than all of their Shares) at ordinary income rates. This could adversely affect the Fund's after-tax performance. C. TAX CONSEQUENCES OF PURCHASES TO STOCKHOLDERS. The Fund's purchase of tendered Shares pursuant to the Offer will have tax consequences for tendering shareholders and may have tax consequences for non-tendering shareholders. (See Section 14.) D. HIGHER EXPENSE RATIO AND LESS INVESTMENT FLEXIBILITY. If the Fund purchases a substantial number of Shares pursuant to the Offer, the net assets of the Fund will be reduced accordingly. The reduced net assets of the Fund as a 12 result of the Offer will result in a higher expense ratio for the Fund and possibly in less investment flexibility for the Fund, depending on the number of Shares purchased. E. PRO FORMA EFFECTS ON CAPITALIZATION. The purchase by the Fund of its own Shares will reduce the Fund's net assets (that is, its assets less its liabilities). The following table sets forth the net assets of the Fund as of January 17, 2006, adjusted to give effect to the offer (excluding expenses and assuming the Fund purchases 10% of its outstanding Shares): PRO FORMA CAPITALIZATION(1)
ADJUSTMENT FOR AS OF JANUARY 17, PURCHASE AT $39.38 PRO FORMA AS 2006 PER SHARE(2) ADJUSTED ----------------- ------------------ ----------------- Total net assets......................... $1,204,392,381.12 $(117,997,089.98) $1,086,395,291.14 Shares outstanding....................... 29,963,705 (2,996,371) 26,967,334 NAV per Share(3)......................... $ 40.18 $ 39.38 $ 40.29
- --------------- (1) This table assumes purchase by the Fund of 2,996,371 Shares, equal to 10% of the Fund's outstanding Shares as of January 17, 2006, and no borrowing by the Fund to finance the purchase. (2) This amount represents 98% of the Fund's NAV as determined on January 17, 2006. Shares tendered pursuant to the Offer will be purchased at a 2% discount to NAV on the business day after the Expiration Date, which may be more or less than $40.18 per Share, and the pro forma NAV per Share also may be more or less than that shown above. (3) The NAV per Share of the Fund is determined as of the close of regular trading on the NYSE no less frequently than weekly, at such times as the Board may determine, and on the last business day of each month the NYSE is open, by dividing the total assets of the Fund, less all liabilities, by the total number of Shares outstanding. 13 9. PRICE RANGE OF SHARES; DIVIDENDS/DISTRIBUTIONS. The following table sets forth, for the periods indicated, the high and low NAVs per Share and the high and low closing sale prices per Share as reported on the NYSE Composite Tape, and the amounts of cash dividends/distributions per Share paid during such periods.
NET ASSET VALUE MARKET PRICE --------------- ------------- DIVIDENDS/ HIGH LOW HIGH LOW DISTRIBUTIONS ------ ------ ----- ----- ------------- Year (ending December 31) 2001(1) 1st Quarter....................................... 13.85 11.12 11.55 9.00 $1.406 2nd Quarter....................................... 13.58 10.53 10.99 8.52 0.015 3rd Quarter....................................... 13.10 10.74 10.69 8.61 0.000 4th Quarter....................................... 16.10 11.02 13.22 8.91 0.120 2002 1st Quarter....................................... 20.94 16.35 17.69 13.66 0.000 2nd Quarter....................................... 22.40 19.15 18.80 16.00 0.000 3rd Quarter....................................... 21.68 17.49 17.50 13.49 0.000 4th Quarter....................................... 19.56 15.73 15.99 12.45 0.851 2003 1st Quarter....................................... 17.52 13.17 14.26 11.36 0.000 2nd Quarter....................................... 18.07 13.50 15.46 11.70 0.000 3rd Quarter....................................... 20.26 17.80 17.11 15.00 0.000 4th Quarter....................................... 21.32 18.74 18.35 15.52 0.300 2004 1st Quarter....................................... 24.26 21.33 21.42 18.53 0.000 2nd Quarter....................................... 25.26 19.19 22.15 17.00 0.000 3rd Quarter....................................... 22.84 19.67 21.15 16.67 0.000 4th Quarter....................................... 26.08 21.60 24.17 19.39 0.650 2005 1st Quarter....................................... 30.21 24.67 28.97 22.80 0.000 2nd Quarter....................................... 28.88 26.83 27.90 25.00 0.000 3rd Quarter....................................... 35.42 29.14 33.40 27.09 0.000 4th Quarter....................................... 39.50 32.44 37.09 29.24 0.850
- --------------- (1) $70.3 million of the 2001 dividends represent the value of a special in-kind distribution of SK Telecom securities. As of the close of business on January 17, 2006, the Fund's NAV was $40.18 per Share, and the high, low and closing prices per Share on the NYSE on that date were $39.02, $37.50 and $37.75, respectively. Prior to the expiration of the Offer, NAV quotations can be obtained in the manner indicated in Section 1. The tender of Shares, unless and until such tendered Shares are accepted for payment and purchase, will not affect the record ownership of any such tendered Shares for purposes of entitlement to any dividends payable by the Fund. 10. SELECTED FINANCIAL INFORMATION. The table below is intended to help you understand the financial performance of the Fund. This information, except as indicated, has been derived from audited financial statements of the Fund, which are incorporated herein by reference and included in the Fund's Annual Report to shareholders. The Annual and Semi-Annual Reports may be obtained without charge by writing to Georgeson Shareholder Communications, Inc., the Information Agent, 17 State Street, New York, New York 10004, by calling (800) 843-0369 or on the Internet at www.sec.gov or at www.thekoreafund.com. 14 FINANCIAL HIGHLIGHTS The following table includes per-Share performance data for a Share of the Fund, total investment return, ratios to average net assets and other supplemental data for each period indicated. This information has been derived from information provided in the financial statements and market price data for Fund shares. FINANCIAL HIGHLIGHTS
YEARS ENDED JUNE 30, ------------------------------------------------ 2005 2004 2003 2002 2001 ------ ------ ------ ------ ------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period.................. $21.55 $17.62 $20.20 $13.01 $ 20.04 Income (loss) from Investment operations.............. Net investment income (loss)(a)..................... 0.40 0.20 0.17 0.11 0.17 Net realized and unrealized gain (loss) on investment transactions.......................... 7.80 3.90 (1.90) 7.20 (5.61) Total from investment operations.................... 8.20 4.10 (1.73) 7.31 (5.44) Less distributions from: Net investment income............................... (0.45) (0.30) (0.18) -- (0.18) Net realized gains on investment transactions....... (0.20) -- (0.67) (0.12) (1.41) Total distributions................................. (0.65) (0.30) (0.85) (0.12) (1.59) NAV accretion resulting from repurchases, shares tendered and reinvestment of distributions for shares at value..................................... -- .13 .00(b) .00(b) -- Net asset value, end of period........................ $29.10 $21.55 $17.62 $20.20 $ 13.01 Market value, end of period........................... $27.35 $18.85 $14.99 $16.44 $ 10.58 TOTAL RETURN Per share net asset value(%).......................... $38.66 24.15 (8.34) 56.39 (25.01) Per share market value(%)............................. $49.06 27.66 (4.29) 56.71 (13.16) RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA Net assets, end of period ($ millions)................ 1,301 963 879 1,009 651 Ratio of expenses(%).................................. 1.13 1.27 1.26 1.21 1.23(d) Ratio of net Investment Income (loss)(%).............. 1.58 0.94 0.99 0.69 1.18 Portfolio turnover rate(%)............................ 10 20 7 18 40
- --------------- (a) Based on average shares outstanding during the period. (b) Amount is less than $.005 per share. (c) Total return based on net asset value reflects changes in the Fund's net asset value during the period. Total return based on market value reflects changes in market value. Each figure includes reinvestments of distributions. These figures will differ depending upon the level of any discount from or premium to NAV at which the Fund's shares trade during the period. (d) Ratio of expenses before expense reductions was 1.24%. 15 SUMMARY OF SELECTED FINANCIAL INFORMATION FOR THE PERIODS INDICATED BELOW
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED JUNE 30, JUNE 30, JUNE 30, JUNE 30, 2005 2004 2003 2002 -------------- ----------- ----------- -------------- (AUDITED) (AUDITED) (AUDITED) (AUDITED) STATEMENT OF OPERATIONS Investment Income............................ $ 30,727,238 $22,359,705 $19,480,512 $ 15,524,235 Expenses..................................... 12,780,386 12,887,255 10,912,038 9,971,639 Expense Reductions........................... (37,284) (23,592) (25,997) (53,600) Net Expenses................................. 12,743,102 12,863,663 10,886,041 9,918,039 Net investment income........................ 17,984,136 9,496,042 8,594,471 5,606,196 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS: Net realized gain (loss) on: Investments................................ 17,516,558 21,259,065 (14,779,335) 35,204,628 Won related transactions................... 4,017,087 1,206,876 2,529,855 2,542,733 Net unrealized appreciation (depreciation) of: Investments................................ 328,641,895 178,964,837 (80,479,942) 318,735,886 Won related transactions................... (1,394,566) 536,916 (2,624,557) 2,903,356 Net gain (loss) on investments transactions............................... 348,780,974 201,967,694 (95,353,979) 359,386,603 Net Increase (Decrease) in Net Assets from Operations................................. 366,765,110 211,463,736 (86,759,508) 364,992,799 STATEMENT OF ASSETS AND LIABILITIES Total Assets............................... 1,302,640,599 968,795,808 880,321,849 1,010,855,407 Total Liabilities.......................... 1,798,950 5,663,295 1,679,413 1,974,679 Net Assets, at value....................... 1,300,841,649 963,132,513 878,642,436 1,008,880,728 Net asset value per share.................. 29.10 21.55 17.62 20.20
16 SUMMARY OF ANNUAL NAV DISCOUNTS AND PREMIUMS Shares have traded at varying relationships to per-Share net asset value. The following table shows the relationship between price on the NYSE and net asset value per-Share for the years indicated:
PREMIUM OR DISCOUNT AS A PERCENTAGE --------------------------------------------------- YEAR AVERAGE HIGH LOW - ---- ------- ------------------- ------------------- 1991.................................... 33.78% 54.92% (8/30/91) 15.57% (1/4/91) 1992.................................... 16.45 45.88 (11/20/92) -1.2 (5/22/92) 1993.................................... 28.26 44.23 (12/31/93) 10.27 (12/17/93) 1994.................................... 17.04 37.04 (1/7/94) -2.8 (12/9/94) 1995.................................... 4.15 13.52 (5/26/95) -5.15 (6/16/95) 1996.................................... 9.92 68.23 (1/3/96) 2.08 (6/7/96) 1997.................................... 7.89 38.89 (12/12/97) -17.69 (11/14/97) 1998.................................... 11.13 56.97 (1/2/98) -3.55 (12/31/98) 1999.................................... -16.07 3.75 (1/15/99) -29.12 (12/22/99) 2000.................................... -27.86 -17.44 (12/29/00) -35.48 (6/6/00) 2001.................................... -18.01 -12.7 (1/3/01) -21.74 (9/19/01) 2002.................................... -18.15 -11.61 (3/1/02) -24.16 (9/23/02) 2003.................................... -16.04 -12.41 (6/6/03) -16.68 (11/20/03) 2004.................................... -10.91 -5.94 (10/7/04) -15.98 (8/6/04) 2005.................................... -5.86 -2.37 12/2/05 -11.04 12/29/05 2006(1)................................. -6.56 -4.61 1/13/06 -9.14 1/3/06
- --------------- (1) Though January 17, 2006. 11. INTEREST OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN RELATED PERSONS. Information, as of particular dates, concerning the Fund's directors and executive officers, their remuneration, any material interest of such persons in transactions with the Fund and other matters, is required to be disclosed in proxy statements distributed to the Fund's shareholders and filed with the Commission. The table below sets forth the number of Shares and percentage of outstanding Shares beneficially owned by the directors and officers of the Fund as of January 17, 2006.
NUMBER OF SHARES NAME AND POSITION* BENEFICIALLY OWNED - ------------------ ------------------ Julian Reid, Chairman....................................... 0 Kenneth C. Froewiss, Director*.............................. 1000 Ronaldo A. da Frota Nogueira, Director*..................... 4000 Christopher Russell, Director............................... 0 Kesop Yun, Director......................................... 0 Vincent Esposito, President and Chief Executive Officer..... 0 John Millette, Secretary.................................... 0 Kathleen Sullivan D'Eramo, Assistant Treasurer.............. 0 Caroline Pearson, Assistant Secretary....................... 0 Paul H. Schubert, Chief Financial Officer and Treasurer..... 0 Scott McHugh, Assistant Treasurer........................... 0 Terrence Gray, Vice President............................... 0 Elisa Metzger, Chief Legal Officer.......................... 0
- --------------- * Percentage of shares beneficially owned equal less than 1/4 of 1% of Shares of the Fund. The total percentage of shares beneficially owned by all directors and executive officers equal less than 1/4 of 1% of Shares of the Fund. 17 Except for repurchases by the Fund in the open market shown below, neither the Fund nor, to the best of the Fund's knowledge, any of the Fund's directors or officers, or associates of any of the foregoing, has effected any transaction in Shares, except for dividend reinvestment, during the past 60 days. Except as set forth in this Offer to Purchase, neither the Fund, nor, to the best of the Fund's knowledge, any of the Fund's directors or officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly to the Offer with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. None of the Fund's directors or officers intend to tender their Shares pursuant to the Offer. Based upon information provided or available to the Fund, no other director, officer or affiliate of the Fund intends to tender Shares pursuant to the Offer. The Offer does not, however, restrict the purchase of Shares pursuant to the Offer from any such person. During the 60 days prior to the date of this Offer to Purchase, the Fund did not purchase any Shares in the open market. 12. CERTAIN INFORMATION ABOUT THE FUND. The Fund is a Maryland corporation with its principal executive offices located at 345 Park Avenue, New York, NY 10154 (telephone number (800) 349-4281). The Fund is a closed-end, non- diversified, management investment company. The Fund first issued Shares to the public on August 22, 1984. As a closed-end investment company, the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its Shares at the election of a shareholder and does not continuously offer its Shares for sale to the public. The Fund's investment objective is long-term capital appreciation through investment in Korean equity securities. The Manager is a corporation organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Manager and its predecessors have served as investment manager to the Fund since its inception. The Manager's principal business address is 345 Park Avenue, New York, NY 10154. The Manager is part of Deutsche Asset Management. Deutsche Asset Management is the marketing name in the United States for the asset management activities of Deutsche Bank AG, The Manager, 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 with over $699 billion in assets under management as of June 30, 2004. The Manager is an indirect wholly-owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a global banking institution engaged in financial services, including investment management, mutual fund, retail, private and commercial banking, investment banking and insurance. The Manager, the predecessor of which is Scudder, Stevens & Clark, Inc. ("Scudder"), is an investment counseling firm established as a partnership in 1919. Scudder reorganized from a partnership to a corporation on June 28, 1985. On December 31, 1997, Zurich Insurance Company ("Zurich") acquired a majority interest in Scudder, and Zurich Kemper Investments, Inc., a Zurich subsidiary, became part of Scudder. Scudder's name changed to Scudder Kemper Investments, Inc. On January 1, 2001, the Manager changed its name from Scudder Kemper Investments, Inc. to Zurich Scudder Investments, Inc. On April 5, 2002, 100% of the Manager was acquired by Deutsche Bank AG. Upon the closing of this transaction, the Manager changed its name from Zurich Scudder Investments, Inc. to Deutsche Investment Management Americas Inc. The Subadviser is a wholly owned subsidiary of Deutsche Bank AG. The address of the Subadviser is 3rd Floor, Seian Building, 116 Shinmoonro-1 Ka, Changro-ku, Seoul, Korea. The Subadviser is registered as an investment adviser under the Advisers Act and began serving as Subadviser to the Fund on July 9, 2002. The Subadviser renders investment advisory and management services with regards to that portion of the Fund's portfolio allocated to it by the Manager. 13. ADDITIONAL INFORMATION. The Fund has filed with the Commission an Issuer Tender Offer Statement on Schedule TO, including the exhibits thereto ("Schedule TO"), which provides certain additional information relating to the Offer. You may inspect and obtain a copy of Schedule TO at the prescribed rates at the Commission's public reference facilities at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; 233 Broadway, New York, New York 10279 and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of the Schedule TO may also be obtained by mail at the prescribed rates from the Public Reference Branch of the Commission at 450 Fifth 18 Street, N.W., Washington, D.C. 20549. The Fund's filings are also available to the public on the Commission's website at www.sec.gov. 14. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a general summary of certain U.S. federal income tax consequences of a sale of Shares pursuant to the Offer based on current U.S. federal income tax law, including the Code, applicable Treasury regulations and IRS rulings. Different rules may apply to particular shareholders depending upon their individual circumstances. Shareholders should consult their own tax advisers with respect to the tax consequences of a sale of Shares pursuant to the Offer, including potential tax consequences in jurisdictions where the shareholder is a citizen, resident or domiciliary. A. CONSEQUENCES TO U.S. SHAREHOLDERS OF PARTICIPATING IN THE OFFER. It is anticipated that U.S. Shareholders (as such term is defined in Section 4.F, above), other than tax-exempt persons, who sell Shares pursuant to the Offer will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference between the amount of cash they receive and their adjusted tax basis in the Shares sold. The sale date for such tax purposes will be the date the Fund accepts the Shares for purchase. This gain or loss will be capital gain or loss if the Shares sold are held by the participating U.S. Shareholder at the time of sale as capital assets, and will be treated as either long-term or short-term capital gain or loss depending on whether the Shares have been held at that time for more or less than one year, as applicable. Gain or loss must be calculated separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer. Any long-term capital gain realized by a non-corporate U.S. Shareholder that is not a tax- exempt person will be taxed at a maximum rate of 15%. Capital losses recognized by a U.S. Shareholder are generally available only to offset capital gains of the U.S. Shareholder but not ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year with capital losses). The ability of a U.S. Shareholder to carry back or carry forward capital losses is limited. Under the Code's "wash sale" rules, loss recognized on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent a U.S. Shareholder acquires other Shares within 30 days before or after the date the purchased Shares are purchased pursuant to the Offer. In that event, the basis and holding period of the Shares acquired would be adjusted to reflect the disallowed loss. The foregoing U.S. federal income tax treatment is based on the assumption that the continuing ownership interest in the Fund of each participating U.S. Shareholder (including shares constructively owned by such participating U.S. Shareholder pursuant to the provisions of Section 318 of the Code) will be sufficiently reduced to qualify the purchase as a sale rather than a distribution for U.S. federal income tax purposes, pursuant to Section 302(b) of the Code. It is therefore possible that the cash received for Shares purchased by the Fund would be taxable to U.S. Shareholders (that are not tax-exempt persons) as a distribution by the Fund, rather than as a gain from the sale of the Shares. In that event, the cash received by a U.S. Shareholder would be taxable as a dividend to the extent of the U.S. Shareholders' allocable share of the Fund's current or accumulated earnings and profits. Any excess cash received over the cash portion so taxable as a dividend would constitute a non-taxable return of capital to the extent of the U.S. Shareholders' tax basis in the Shares sold, and any remaining excess cash would be treated as either long-term or short-term capital gain from the sale of the Shares (if the Shares are held as capital assets), depending on how long the Shares were held. If the purchase is treated for a U.S. Shareholder as a distribution by the Fund rather than a sale of shares, the portion of the distribution treated as a dividend would, in the case of a U.S. Shareholder who is an individual and meets certain holding period and other requirements, qualify as "qualified dividend income" eligible for the reduced maximum federal tax rate of 15% (5% for individuals in the 15% bracket) only to the extent deemed to be paid out of "qualified dividend income" received by the Fund. Qualified dividend income is, in general, dividend income from taxable U.S. corporations and certain foreign corporations (including a foreign corporation incorporated in a country having a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). Dividends received by the Fund from non-passive Korean corporations will generally qualify as "qualified dividend income." Any portion of the distribution treated as a dividend that did not qualify for the reduced rate would be taxable to U.S. Shareholders that are not tax-exempt persons at regular federal tax rates of up to 35%. If the receipt of cash by a participating U.S. Shareholder is taxable as a distribution, such U.S. Shareholder's remaining tax basis in the purchased Shares would generally be added to the tax basis of the Shares that the U.S. Shareholder continued to hold following completion of the Offer. Corporate U.S. Shareholders are particularly urged to consult their own tax advisers regarding participation in the Offer in their particular circumstances. 19 B. CONSEQUENCES TO U.S. SHAREHOLDERS WHO DO NOT PARTICIPATE IN THE OFFER. The Fund's purchase of Shares pursuant to the Offer generally will have no U.S. federal income tax consequences to non-participating U.S. Shareholders. However, if any portion of such purchase by the Fund is treated as a distribution rather than as payment in exchange for shares, as described above, the non-participating U.S. Shareholders may be deemed to have received a constructive taxable dividend of Fund stock under Section 305(c) of the Code. C. BACKUP WITHHOLDING. Under the U.S. backup withholding rules, the Depositary may be required to withhold 28% of the gross proceeds paid to any U.S. Shareholder unless either: (a) such U.S. Shareholder has completed and submitted to the Depositary an IRS Form W-9 (or Substitute Form W-9), providing such U.S. Shareholder's employer identification number or social security number, as applicable, and certifying under penalties of perjury: (i) that such number is correct; and (ii) that: (X) the U.S. Shareholder is exempt from backup withholding, (Y) the U.S. Shareholder has not been notified by the IRS that such U.S. Shareholder is subject to backup withholding as a result of an under- reporting of interest or dividends, or (Z) the IRS has notified the U.S. Shareholder that the U.S. Shareholder is no longer subject to backup withholding; or (b) an exception applies under applicable law. In order to avoid the possibility of backup withholding, all participating U.S. Shareholders should provide the Depositary with an IRS Form W-9 (or Substitute Form W-9). A Substitute Form W-9 is included as part of the Letter of Transmittal for U.S. Shareholders. D. CONSEQUENCES TO NON-U.S. SHAREHOLDERS OF PARTICIPATING IN THE OFFER. The U.S. federal income taxation of a Non-U.S. Shareholder (as such term is defined in Section 4.F, above) on a sale of Shares pursuant to the Offer depends on whether such transaction is "effectively connected" with a trade or business carried on in the United States by the Non-U.S. Shareholder, as well as the tax characterization of the transaction as either a sale of the Shares or a distribution by the Fund, as discussed above with respect to U.S. Shareholders participating in the Offer. If the sale of Shares pursuant to the Offer is effectively connected with a Non-U.S. Shareholder's conduct of a trade or business in the U.S., the transaction will be treated and taxed to the non-U.S. Shareholder in the same manner as if the Shares involved were tendered by a U.S. Shareholder, as described above. In that event, the Non-U.S. Shareholder should deliver to the Depositary a properly completed and executed IRS Form W-8ECI to obtain an exemption from the possible imposition of the 30% (or lower applicable treaty rate) withholding tax described below. If the sale of Shares pursuant to the Offer is not effectively connected with a Non-U.S. Shareholder's conduct of a trade or business in the United States, and gives rise to taxable gain, any gain realized by the Non-U.S. Shareholder upon the sale of Shares pursuant to the Offer will generally not be subject to U.S. federal income tax, provided, however, that such a gain will be subject to U.S. federal income tax at the rate of 30% (or lower applicable treaty rate) if the Non-U.S. Shareholder is a non-resident alien individual who is physically present in the United States for more than 182 days during the taxable year of the sale. If, however, the receipt of cash by a participating Non-U.S. Shareholder is treated for U.S. tax purposes as a distribution by the Fund, under the rules described above with respect to U.S. Shareholders participating in the offer, the portion of the distribution treated as a dividend to the Non-U.S. Shareholder would be subject to U.S. federal tax, which may be withheld from the amount distributed at the rate of 30% (or lower applicable treaty rate) if the dividend does not constitute effectively connected income. Participating Non-U.S. Shareholders could be subject to 28% backup withholding, as described with respect to participating U.S. Shareholders above, regardless of how they are taxed with respect to the purchase of their tendered shares. In order to avoid the possibility of backup withholding, each Non-U.S. Shareholder must provide the Depositary with a completed IRS Form W-8BEN, or another type of Form W-8 appropriate to the particular Non-U.S. Shareholder. Copies of Form W-8BEN are provided with the Letter of Transmittal for Non-U.S. Shareholders. Other types of Form W-8 can be found on the IRS website at www.irs.gov/formspubs/index.html. Participating Non-U.S. Shareholders should consult their own tax advisers regarding other possible tax consequences of a sale of Shares in their particular circumstances. 15. CERTAIN KOREAN TAX CONSEQUENCES. The following discussion is a general summary of certain Korean tax consequences of a participating shareholder's sale of Shares pursuant to the Offer. Different rules may apply to particular shareholders depending upon their individual circumstances. Shareholders should consult their own tax advisers with respect to tax consequences of a sale of Shares pursuant to the Offer, including, in the case of a Korean shareholder, potential tax consequences in Korean jurisdictions where such shareholder is a resident or domiciliary. No Korean tax will be payable upon the sale of Shares pursuant to the purchase offer by participating shareholders that are not: (a) residents 20 of Korea; or (b) foreign corporations that maintain a permanent establishment in Korea to which any income arising from the sale of Shares would be attributable. 16. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. The Fund is not aware of any other approval or action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required to effect the Offer. Should any such approval or other action be required, the Fund presently contemplates that such approval or other action will be sought. The Fund is unable to predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Fund's business. The Fund's obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions described in Section 3. The Offer has not been and will not be registered under the Securities and Exchange Law of Japan. Neither the Financial Services Agency of Japan nor any other authority or securities exchange in Japan has approved or disapproved of the Offer, passed upon the merits of the Offer or determined whether this Offer is accurate or complete. Shareholders who participate the Offer from Japan may be required to file a post facto report(s) under the Foreign Exchange and Foreign Trade Law of Japan of the transfer of shares to the Fund and/ or receipt of payment, depending on the amount of the shares tendered and/or the amount of cash received through the Offer. Participating Japanese shareholders should consult their own legal and tax advisors regarding possible legal requirements as well as possible tax consequences of participating the Offer in their particular circumstances. 17. AMENDMENTS; EXTENSION OF TENDER PERIOD; TERMINATION. Subject to the applicable rules and regulations of the Commission, the Fund expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason, including the failure to satisfy any of the conditions specified in Section 3, and thereby delay acceptance for payment of, and payment for, any Shares, by giving oral or written notice of such extension to the Depositary. There can be no assurance that the Fund will exercise its right to extend the Offer. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a tendering shareholder to withdraw such shareholder's Shares. (See Section 5.) Subject to the applicable rules and regulations of the Commission, the Fund also expressly reserves the right, in its sole discretion, at any time and from time to time, to: (a) terminate the Offer and not accept for payment (or pay for) any Shares if any of the conditions referred to in Section 3 has not been satisfied or upon the occurrence and during the continuance of any of the events specified in Section 3; and (b) waive any condition or amend the Offer in any respect, in each case by giving oral or written notice of termination, waiver or amendment to the Depositary and by making a public announcement thereof. The Fund acknowledges: (a) that Rule 14e-1(c) under the Exchange Act requires the Fund to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer; and (b) that the Fund may not delay acceptance for payment of, or payment for, any Shares upon the occurrence of any of the conditions specified in Section 3 without extending the period during which the Offer is open. Any extension, termination or amendment will be followed as promptly as practicable by a public announcement thereof, such announcement, in the case of an extension, to be made no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which the Fund may choose to make any public announcement, except as provided by applicable law (including Rules 13e-4(c), 13e-4(e) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to holders of Shares), the Fund will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the PR Newswire. If the Fund makes a material change in the terms of the Offer or the information concerning the Offer, or waives a material condition of the Offer, the Fund will disseminate additional tender offer materials (including by public announcement as set forth above) and extend the Offer to the extent required by Rules 13e-4(e) and 13e-4(f) under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the changes. With respect to a change in price or, subject to certain limitations, a change in the percentage of securities sought, a minimum ten business day period from the date of such change is generally required to allow for adequate dissemination of such change to 21 stockholders. Accordingly, if, prior to the Expiration Date, the Fund decreases the number of Shares being sought, increases the consideration offered pursuant to the Offer or adds a dealer's soliciting fee, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of such increase, decrease or addition is first published, sent or given to stockholders, the Offer will be extended at least until the expiration of such ten business day period. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or a federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern time. 18. MISCELLANEOUS. The Offer is not being made to, nor will the Fund accept tenders from, or on behalf of, owners of Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or "blue sky" laws of that jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of tenders of, purchase of, or payment for, Shares in accordance with the Offer would not be in compliance with the laws of such jurisdiction. The Fund, however, reserves the right to exclude shareholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made or tendered Shares cannot lawfully be accepted, purchased or paid for. So long as the Fund makes a good-faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of holders residing in any such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Fund's behalf by one or more brokers or dealers licensed under the laws of such jurisdiction. 22 Manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and Share certificates and any other required documentation should be sent or delivered by each shareholder or the shareholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of the addresses set forth below. The Depositary for the Offer is: THE COLBENT CORPORATION By Registered, Certified or Express Mail or By First Class Mail: Overnight Courier: By Hand: The Colbent Corporation The Colbent Corporation The Colbent Corporation Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions POB 859208 161 Bay State Drive 161 Bay State Drive Braintree, MA 02185-9208 Braintree, MA 02184 Braintree, MA 02184
Questions or requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal or other material in connection with the Offer may be directed to the Information Agent at its address and telephone number set forth below. Shareholders may also contact their brokers, dealer, commercial bank or trust company for assistance concerning the Offer. The Information Agent for the Offer is: GEORGESON SHAREHOLDER COMMUNICATIONS INC. 17 State Street New York, New York 10004 Toll Free: (800) 843-0369 Call Collect: (212) 440-9800 THE KOREA FUND, INC. January 19, 2006 EX-99.A.1.II 3 y16611exv99waw1wii.txt EX-99.A.1.II: FORM OF LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL TO ACCOMPANY SHARES OF COMMON STOCK OF THE KOREA FUND, INC. TENDERED PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 19, 2006 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON FEBRUARY 16, 2006, UNLESS THE OFFER IS EXTENDED. The Depositary for the Offer is: THE COLBENT CORPORATION By Registered, Certified or By First Class Mail: Express Mail or Overnight Courier: By Hand: The Colbent Corporation The Colbent Corporation The Colbent Corporation Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions POB 859208 161 Bay State Drive 161 Bay State Drive Braintree, MA 02185-9208 Braintree, MA 02184 Braintree, MA 02184
To Confirm Receipt of Notice of Guaranteed Delivery: Fax #: (781) 380-3388 Fax confirmation #: (781) 843-1833 ext. 200 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN THOSE SHOWN ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED AND COMPLETE THE SUBSTITUTE W-9 SET FORTH BELOW (OR, IN THE CASE OF A NON-U.S. PERSON, THE APPROPRIATE TYPE OF FORM W-8). THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
- --------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED - --------------------------------------------------------------------------------------------------------------------------------- NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS SHARE(S) TENDERED (***) NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (PLEASE ATTACH ADDITIONAL LIST IF NECESSARY) - --------------------------------------------------------------------------------------------------------------------------------- TOTAL NUMBER OF SHARES SHARE REPRESENTED BY NUMBER OF CERTIFICATE SHARE SHARES NUMBER(S)(*) CERTIFICATE(S)(*) TENDERED(**) -------------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- TOTAL SHARES TENDERED - --------------------------------------------------------------------------------------------------------------------------------- * NEED NOT BE COMPLETED BY SHAREHOLDERS WHO TENDER SHARES BY BOOK-ENTRY TRANSFER. ** UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES EVIDENCED BY ANY CERTIFICATES DELIVERED TO THE DEPOSITARY ARE BEING TENDERED. SEE INSTRUCTION 5. *** IN THE SHARES BEING TENDERED ARE SHARES HELD BY THE TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN, SHAREHOLDERS SHOULD SO INDICATE ON PAGE 3. - ---------------------------------------------------------------------------------------------------------------------------------
[ ] I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF STOCK OF THE FUND AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION 3. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK- ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND EXCEPT AS OTHERWISE PROVIDED IN INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE SHAREHOLDER HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. TIMELY DELIVERY IS A CONDITION PRECEDENT TO ACCEPTANCE OF SHARES FOR PURCHASE PURSUANT TO THE OFFER AND TO TRANSFER OF THE PURCHASE PRICE (AS DEFINED BELOW) TO PARTICIPATING SHAREHOLDERS. This Letter of Transmittal is to be used: (a) if certificates for Shares (as defined below) are to be forwarded herewith; or (b) if uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment Plan are to be tendered; or (c) if tenders are to be made by book-entry transfer to any of the accounts maintained by the Depositary at Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the procedure set forth in Section 4, "Procedures for Tendering Shares," of the Fund's Offer to Purchase dated January 19, 2006 (the "Offer to Purchase"). Shareholders whose certificates are not immediately available or who cannot deliver certificates for Shares (other than uncertified Shares held by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment Plan) or deliver confirmation of the book-entry transfer of their Shares into the Depositary's account at the Book-Entry Transfer Facility and all other documents required hereby to the Depositary prior to 12:00, midnight, Eastern time, on the Expiration Date may nevertheless tender their Shares according to the guaranteed delivery procedures set forth in Section 4, "Procedures for Tendering Shares," of the Offer to Purchase. (See Instruction 2 below.) DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. 2 [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution: - -------------------------------------------------------------------------------- Account Number: - -------------------------------------------------------------------------------- Transaction Code Number: - -------------------------------------------------------------------------------- If the tendered shares are being tendered by a nominee holder on behalf of its customers, please state the number of customer accounts for whose benefit the tender is made: -------------------- [ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): - -------------------------------------------------------------------------------- Date of Execution of Notice of Guaranteed Delivery: - -------------------------------------------------------------------------------- Name of Institution That Guaranteed Delivery: - -------------------------------------------------------------------------------- Account Number (if delivered by book-entry transfer): - -------------------------------------------------------------------------------- NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY 3 Ladies and Gentlemen: The undersigned hereby tenders to The Korea Fund, Inc., a non-diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the "Fund"), the shares of the Fund's Common Stock, $0.01 par value per share (the "Shares") described below, at a price per share (the "Purchase Price") equal to 98% of the net asset value in U.S. dollars per Share as of the close of the regular trading session of the New York Stock Exchange on the business day after the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the "Offer"). The "Expiration Date" of the Offer is February 16, 2006, unless the Fund, in its sole discretion, shall have extended the period the Offer is open, in which case "Expiration Date" shall mean the last date on which the Offer, as so extended by the Fund, shall expire. Subject to, and effective upon, acceptance for payment of the Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Shares that are being tendered hereby and that are being accepted for purchase pursuant to the Offer (and any and all dividends, distributions, other Shares or other securities or rights issued or issuable in respect of such Shares on or after 12:00 midnight, Eastern Time, on the Expiration Date) and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and any such dividends, distributions, other Shares or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to: (a) deliver certificates for such Shares (and any such other dividends, distributions, other Shares or securities or rights issued or issuable with respect to such Shares on or after the Expiration Date) or transfer ownership of such Shares (and any dividends, distributions, other Shares or securities or rights), together, in either such case, with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price; (b) present such Shares (and any such other dividends, distributions, other Shares or securities or rights issued or issuable with respect to such Shares on or after the Expiration Date) for transfer on the books of the Fund; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights issued or issuable with respect to such Shares on or after the Expiration Date), all in accordance with the terms of the Offer. The undersigned hereby represents and warrants that: (a) the undersigned has full power and authority to tender, sell, assign and transfer the tendered Shares (and any and all dividends, distributions, other Shares or other securities or rights issued or issuable in respect of such Shares on or after the Expiration Date); (b) when and to the extent the Fund accepts the Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (and any and all dividends, distributions, other Shares or securities or rights issued or issuable in respect of such Shares on or after the Expiration Date); and (d) the undersigned has read and agreed to all of the terms of the Offer. All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Shares tendered pursuant to the Offer may be withdrawn at any time prior to 12:00 midnight, Eastern time, on the Expiration Date in accordance with Section 5, "Withdrawal Rights," of the Offer to Purchase. After 12:00 midnight, Eastern time, on the Expiration Date, tenders made pursuant to the Offer will be irrevocable except as provided in the Offer to Purchase. THE UNDERSIGNED TENDERS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME OF THE REGISTERED HOLDER(S) BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN. [ ] YES [ ] NO Note: If you do not check either of the boxes above, uncertificated Shares, if any, held in the name of the registered holder(s) by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment Plan will not be tendered. 4 ODD LOTS (SEE INSTRUCTION 13) This section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of not more than 99 Shares. The undersigned either (check only one box): [ ] Is the beneficial or record owner of an aggregate of not more than 99 Shares, all of which are being tendered; or [ ] Is a broker, dealer, commercial bank, trust company or other nominee that: (a) is tendering for the beneficial owner(s) thereof Shares with respect to which it is the record holder; and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate of not more than 99 Shares and is tendering all of such Shares; and, in either case, hereby represents that the above indicated information is true and correct as to the undersigned. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. NOTE: SIGNATURES MUST BE PROVIDED BELOW. The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 4, "Procedures for Tendering Shares," of the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the Shares tendered hereby, or may accept for purchase fewer than all of the Shares tendered hereby. Unless otherwise indicated herein under "Special Payment Instructions," the undersigned requests: (a) the return of any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered"; (b) unless otherwise indicated under "Special Delivery Instructions," the return of any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered"; and (c) in the event that either the Special Delivery Instructions or the Special Payment Instructions are completed, the return of such certificates to the person or persons so indicated. The undersigned recognizes that the Fund has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder thereof if the Fund does not accept for payment any of the Shares so tendered. The undersigned further recognizes that the Special Payment Instructions and the Special Delivery Instructions are not applicable to Shares tendered by book-entry transfer, nor to uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment Plan which may be tendered hereby. 5 SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 6, 7 AND 8) To be completed ONLY if certificates for Shares not tendered or not purchased are to be issued in the name of and sent to someone other than the undersigned. Issue Certificate to: Name - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (CITY, STATE, ZIP CODE) Complete Payer Substitute Form W-9 or appropriate type of Form W-8 - -------------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION (SOCIAL SECURITY) NUMBER) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 6, 7 AND 8) To be completed ONLY if certificates for Shares not tendered or not purchased are to be issued in the name of the undersigned, but sent to someone other than the undersigned or to the undersigned at an address other than that shown above. Mail Certificate to: Name - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (CITY, STATE, ZIP CODE) 6 SIGN HERE (IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN) - -------------------------------------------------------------------------------- (SIGNATURE(S) OF SHAREHOLDER(S)) Dated: ------------------------------ (Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 6.) Name(s): - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT) Capacity (Full Title): - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CITY STATE ZIP CODE Area Code and Telephone Number: - -------------------------------------------------------------------------------- Employer Identification or Social Security Number: - -------------------------------------------------------------------------------- GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6) Authorized Signature(s): - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Name of Firm: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CITY STATE ZIP CODE Dated: ------------------------------ 7 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. SIGNATURE GUARANTEES. No signature guarantee on this Letter of Transmittal is required if: (a) this Letter of Transmittal is signed by the registered holder(s) of the Shares (including, for purposes of this document, any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith, unless such holder(s) has completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" herein; or (b) the Shares tendered are tendered for the account of a firm (an "Eligible Institution") which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association's approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6. 2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be used only: (a) if certificates are to be forwarded herewith; (b) if uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan are to be tendered; or (c) if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in Section 4, "Procedures for Tendering Shares," of the Offer to Purchase. Certificates for all physically tendered Shares, or confirmation of a book-entry transfer in the Depositary's account at the Book-Entry Transfer Facility of Shares tendered by book-entry transfer, together, in each case, with a properly completed and duly executed Letter of Transmittal with any required signature guarantees, and all other documents required by this Letter of Transmittal should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be received by the Depositary prior to 12:00 midnight, Eastern time, on the Expiration Date. Shareholders whose certificates are not immediately available or who cannot deliver Shares and all other required documents to the Depositary prior to 12:00 midnight, Eastern time, on the Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer prior to the Expiration Date, may tender their Shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery, which must be received by the Depositary prior to 12:00 midnight, Eastern time, on the Expiration Date, and by otherwise complying with the guaranteed delivery procedures set forth in Section 4, "Procedures for Tendering Shares," of the Offer to Purchase. Pursuant to such procedures, the certificates for all physically tendered Shares, or confirmation of book-entry transfer, as the case may be, as well as a properly completed and duly executed Letter of Transmittal, and all other documents required by this Letter of Transmittal must be received by the Depositary prior to 5:00 p.m. Eastern time, on the third NYSE trading day after the date of receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery, all as provided in Section 4, "Procedures for Tendering Shares," of the Offer to Purchase. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL, AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause: (a) tender of their Shares (in proper certificated or uncertificated form); (b) the timely delivery of a properly completed Letter of Transmittal (or a copy or facsimile thereof) (including original signature(s) and the original of any required signature guarantee(s)); and (c) the timely delivery of all other documents required by the Letter of Transmittal. Timely delivery is a condition precedent to acceptance of Shares for purchase and payment pursuant to the Offer. No alternative, conditional or contingent tenders will be accepted. All tendering shareholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for payment of Shares. 3. LOST CERTIFICATES. In the event that any shareholder is unable to deliver to the Depositary the Fund Certificate(s) representing his, her or its Shares due to the loss or destruction of such Certificate(s), such fact should be indicated on the face of this Letter of Transmittal. In such case, the shareholder should also contact Scudder Investments Service Company, the Fund's transfer agent (the "Transfer Agent"), at (800) 294-4366, to report the lost or destroyed securities. The Transfer Agent will forward additional documentation which such shareholder must complete in order to effectively surrender such lost or destroyed Certificate(s) (including affidavits of loss and indemnity bonds in lieu thereof). There may be a fee in respect of lost or destroyed certificates, but surrenders hereunder regarding such lost or 8 destroyed certificates will be processed only after such documentation has been submitted to and approved by the Transfer Agent. 4. INADEQUATE SPACE. If the space provided is inadequate, the certificate numbers and/or number of Shares should be listed on a separate signed schedule attached hereto. 5. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to shareholders who tender by book-entry transfer.) If fewer than all the Shares evidenced by any certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the column entitled "Number of Shares Tendered." In such case, a new certificate for the remainder of the Shares evidenced by the old certificate(s) will be issued and sent to the registered holder, unless otherwise specified in the "Special Payment Instructions" or "Special Delivery Instructions" boxes in this Letter of Transmittal, as soon as practicable after the Purchase Request Deadline. All Shares represented by certificates listed and delivered to the Depositary are deemed to have been tendered unless otherwise indicated. 6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) on the face of the certificates. (b) If any tendered Shares are held of record by two or more joint holders, ALL such holders must sign this Letter of Transmittal. (c) If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many Letters of Transmittal as there are different registrations of certificates. (d) If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made, or the certificates for Shares not tendered or purchased are to be issued, to a person other than the registered holder(s), in which case the endorsements or signatures on the stock powers, as the case may be, must be signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. See also Instruction 1. (e) If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Fund of their authority to so act. (f) If this Letter of Transmittal is signed by a person(s) other than the registered holder(s) of the certificates listed and transmitted hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder(s) appear on the certificates. Signatures on such certificates of stock powers must be guaranteed by an Eligible Institution. See also Instruction 1. 7. STOCK TRANSFER TAXES. Except as set forth in this Instruction 7, no stock transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal. The Fund will pay all stock transfer taxes, if any, with respect to the transfer and sale of Shares to it pursuant to the Offer and deduct a corresponding amount from the purchase price paid to the participating shareholder tendering such Shares. If tendered Shares are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered owner or such other person) payable on account of the transfer to such person of such Shares will also be deducted from the purchase price, unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. 8. TENDER OF MORE THAN 2,996,371 SHARES. If more than 2,996,371 Shares are duly tendered pursuant to the Offer (and not withdrawn as provided in Section 5, "Withdrawal Rights," of the Offer to Purchase), the Fund, subject to the conditions listed in Section 3, "Certain Conditions of the Offer," of the Offer to Purchase, will purchase Shares from tendering shareholders, in accordance with the terms and conditions specified in the Offer to Purchase, on a pro rata basis (disregarding fractions), based upon the number of Shares duly tendered by or on behalf of each shareholder (and not timely withdrawn); provided, that the Fund will exclude from such pro rata reduction and will accept all Shares duly tendered by any shareholder who owns, beneficially or of record, an aggregate of not more than 99 Shares and who 9 properly tenders all such Shares by means of the Letter of Transmittal. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund does not intend to increase the number of Shares it will purchase, even if more than 2,996,371 Shares are tendered by all shareholders in the aggregate. 9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificates for Shares not tendered or not purchased are to be issued in the name of a person other than the person signing this Letter of Transmittal or if such certificates are to be sent to someone other than the person signing this Letter of Transmittal or to the person signing this Letter of Transmittal at an address other than that shown above, the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed. 10. DETERMINATIONS OF VALIDITY. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in proper form to refuse to accept for payment, purchase, or pay for, any Shares, if, in the opinion of the Fund's counsel, accepting, purchasing or paying for such shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer, in whole or in part, or any defect or irregularity in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). The Fund's interpretations of the terms and conditions of the Offer (including these instructions) shall be final and binding. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. None of the Fund, the Depositary, the Information Agent or any other person shall be obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. Unless waived, any defects or irregularities must be cured within such time as the Fund shall determine. 11. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Requests for assistance should be directed to, and additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from, the Information Agent at the address set forth at the end of this Letter of Transmittal, or from your broker, dealer, commercial bank, trust company, or other nominee. The Information Agent will also provide shareholders, upon request, with a Certificate of Foreign Status (Form W-8BEN or other appropriate type of Form W-8). 12. BACKUP WITHHOLDING. Each participating U.S. shareholder must provide the Depositary with the shareholder's taxpayer identification number on the Substitute Form W-9 set forth in this Letter of Transmittal, with the required certifications being made under penalties of perjury. If the shareholder is an individual, the taxpayer identification number is his or her social security number. If the Depositary is not provided with the correct taxpayer identification number, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Code in addition to being subject to backup withholding. Certain shareholders (including, among others, most corporations and certain foreign persons) are exempt from backup withholding requirements. To qualify as an exempt recipient on the basis of foreign status, a shareholder must submit a properly executed Certificate of Foreign Status (Form W-8BEN or other appropriate type of Form W-8 along with any required attachment, if any), signed under penalties of perjury, attesting to that person's exempt status. Copies of Form W-8BEN are provided with the Letter of Transmittal for Non-U.S. Shareholders. Other types of Form W-8 can be found on the Internal Revenue Service website at www.irs.gov/formspubs/index.html. Generally, a foreign person will be able to avoid backup withholding with respect to payments that are considered made in exchange for tendered Shares only if such person: (a) is neither a citizen nor a resident of the United States; (b) has not been and reasonably does not expect to be present in the United States for a period aggregating 183 days or more during the calendar year; and (c) is not and reasonably expects not be engaged in a trade or business within the United States to which the gain on the sale of the Shares would be effectively connected or, if an income tax treaty applies and so provides, the gain on the sale is not attributable to a U.S. permanent establishment maintained by such person. If backup withholding applies, the Depositary is required to withhold 28% of any payment made to the shareholder with respect to shares purchased pursuant to the Offer. Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of persons subject to backup withholding provided that the required information is given to the Internal Revenue Service. If backup withholding results in an overpayment of the tax, a refund generally may be obtained by the shareholder upon filing an income tax return with the Internal Revenue Service. 10 A SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISER AS TO HIS OR HER QUALIFICATION FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE PROCEDURE FOR OBTAINING AN EXEMPTION. Shareholders are required to give the Depositary the taxpayer identification number of the record owner of the Shares. If the Shares are registered in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Internal Revenue Service Form W-9. 13. ODD LOTS. As described in Section 1, "Price; Number of Shares," of the Offer to Purchase, the Fund will purchase Shares validly tendered and not properly withdrawn prior to the Expiration Date by any shareholder who owns beneficially or of record an aggregate of not more than 99 Shares and who tenders all such Shares by means of this Letter of Transmittal. This preference will not be available unless the item captioned "Odd Lots" is completed. 11 SUBSTITUTE Name: ---------------------------------- FORM W-9 Account Number(s) (OPTIONAL) -------------------------------------- (optional) Address: ---------------------------------- DEPARTMENT OF THE TREASURY ------------------------------------- Social Security Number INTERNAL REVENUE SERVICE ---------------------------------- OR---------------------------------- PAYER'S REQUEST FOR ---------------------------------- Employer Identification Number TAXPAYER IDENTIFICATION PART 1 -- PLEASE PROVIDE YOUR TIN IN NUMBER ("TIN") AND THE BOX AT RIGHT AND CERTIFY BY If awaiting TIN, check box [ ] CERTIFICATION SIGNING AND DATING BELOW PART 2 -- CERTIFICATION. UNDER PENALTIES OF PERJURY, I CERTIFY THAT: 1. The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person (including a U.S. resident alien). CERTIFICATION INSTRUCTION. -- You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you failed to report all interest and dividends on your tax return. Signature: ---------- Date: ----------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU DO NOT HAVE A TAXPAYER IDENTIFICATION NUMBER BUT HAVE APPLIED OR WILL APPLY FOR A TAXPAYER IDENTIFICATION NUMBER AND HAVE NOT YET RECEIVED IT. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a TIN has not been issued to me and either: (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office; or (b) I intend to mail to deliver such an application in the near future. I understand that if I do not provide a TIN within 60 days, 28% of all reportable payments made to me thereafter will be withheld until I provide a TIN. - ----------------------------------------------- ----------------------------------------------- SIGNATURE DATE
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. IMPORTANT: This Letter of Transmittal (together with certificates for Shares and all other required documents) or the Notice of Guaranteed Delivery must be received by the Depositary prior to 12:00 midnight, Eastern time, on the Expiration Date at the appropriate address set forth below: The Depositary for the Offer is: THE COLBENT CORPORATION By Registered, Certified or Express Mail or By First Class Mail: Overnight Courier: By Hand: The Colbent Corporation The Colbent Corporation The Colbent Corporation Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions POB 859208 161 Bay State Drive 161 Bay State Drive Braintree, MA 02185-9208 Braintree, MA 02184 Braintree, MA 02184
Questions or requests for assistance or for additional copies of this Letter of Transmittal, the Offer to Purchase, the Notice of Guaranteed Delivery and other accompanying materials may be directed to the Information Agent at its address and telephone number set forth below. Shareholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: GEORGESON SHAREHOLDER COMMUNICATIONS INC. 17 State Street New York, NY 10004 Toll Free: (800) 843-0369 Call Collect: (212) 440-9800 EX-99.A.1.III 4 y16611exv99waw1wiii.txt EX-99.A.1.III: FORM OF BROKER DEALER LETTER OFFER TO PURCHASE FOR CASH UP TO 2,996,371 OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF THE KOREA FUND, INC. AT 98% OF NET ASSET VALUE PER SHARE BY THE KOREA FUND, INC. THE OFFER TO PURCHASE WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON FEBRUARY 16, 2006, UNLESS THE OFFER IS EXTENDED. THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS, INCLUDING THE CONDITIONS OUTLINED IN THE OFFER TO PURCHASE DATED JANUARY 19, 2006 AND IN THE LETTER OF TRANSMITTAL DATED JANUARY 19, 2006. To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We are enclosing herewith the material listed below relating to the offer of The Korea Fund, Inc., a non-diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the "Fund"), to purchase up to 2,996,371 (approximately 10%) of its issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"). As of January 17, 2006, 29,963,705 Shares were outstanding. The offer is to purchase Shares for cash, at a price equal to 98% of the net asset value per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market in which the Shares are traded, on the business day after the day the offer expires. The offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which, together, constitute the "Offer"). We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Offer to their attention as promptly as possible. No fees or commission will be payable to the Fund in connection with the Offer. However, brokers, dealers or other persons may charge shareholders a fee for soliciting tenders for Shares pursuant to the Offer. The Fund will also, upon request, reimburse you for reasonable and customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all transfer taxes on its purchase of Shares, subject to Instruction 7, "Stock Transfer Taxes," of the Letter of Transmittal. HOWEVER, BACKUP WITHHOLDING AT A 28% RATE MAY BE REQUIRED UNLESS EITHER AN EXEMPTION IS PROVED OR THE REQUIRED TAXPAYER IDENTIFICATION INFORMATION AND CERTIFICATIONS ARE PROVIDED. SEE SECTION 14, "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES," OF THE OFFER TO PURCHASE AND INSTRUCTION 12, "BACKUP WITHHOLDING," OF THE LETTER OF TRANSMITTAL. For your information and for forwarding to your clients, we are enclosing the following documents: 1. The Offer to Purchase dated January 19, 2006; 2. The Letter of Transmittal for your use and to be provided to your clients; 3. Notice of Guaranteed Delivery; 4. Form of letter to clients that may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee); and 5. Return envelope addressed to The Colbent Corporation (the "Depositary"). The Offer is not being made to, nor will the Fund accept tender of Shares from, or on behalf of, owners of Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or "blue sky" laws of that jurisdiction. As described in the Offer to Purchase under Section 4, "Procedures for Tendering Shares," tenders may be made without the concurrent deposit of stock certificates if: (a) such tenders are made by or through a broker or dealer that is a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch, or agency in the United States; and (b) certificates for Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at a Book-Entry Transfer Facility (as defined in the Letter of Transmittal)), together with a properly completed and duly executed Letter of Transmittal, and all other documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 p.m., Eastern time, on the third NYSE trading day after the date of receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery. AS DESCRIBED IN THE OFFER, THE FUND WILL, IF THE OFFER IS COMPLETED, PURCHASE ALL SHARES FROM SHAREHOLDERS WHO OWN BENEFICIALLY OR OF RECORD AN AGGREGATE OF NOT MORE THAN 99 SHARES AND TENDER ALL OF THEIR SHARES. IF SUCH A TENDER IS MADE BY A BROKER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE FOR BENEFICIAL OWNER(S) OF SHARES WITH RESPECT TO WHICH IT IS THE RECORD HOLDER, SUCH BROKER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST REPRESENT AND WARRANT IN THE LETTER OF TRANSMITTAL THAT IT BELIEVES, BASED UPON REPRESENTATIONS MADE TO IT BY SUCH BENEFICIAL OWNER(S), THAT EACH SUCH PERSON OWNS NOT MORE THAN 99 SHARES AND IS TENDERING ALL OF SUCH SHARES. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ANY SHARES. For additional information or copies of the enclosed material, please contact Georgeson Shareholder Communications Inc. (the "Information Agent") at (212) 440-9800 or (800) 843-0369. Very truly yours, The Korea Fund, Inc. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE KOREA FUND, INC., THE INFORMATION AGENT, OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL. 2 EX-99.A.1.IV 5 y16611exv99waw1wiv.txt EX-99.A.1.IV: FORM OF NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF THE KOREA FUND, INC. PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 19, 2006 This form, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if a shareholder's certificates for shares of common stock, par value $0.01 per share (the "Shares") of The Korea Fund, Inc., are not immediately available or time will not permit the Letter of Transmittal and other required documents to be delivered to the Depositary on or before 12:00 midnight, Eastern time, on the Expiration Date. The "Expiration Date" is February 16, 2006, unless the Fund, in its sole discretion, extends the period during which the Offer is open, in which case "Expiration Date" shall mean the last date the Offer, as so extended by the Fund, shall expire. This form may be delivered by hand or overnight courier or transmitted by facsimile transmission or mail to the Depositary at the appropriate address set forth below and must be received by the Depositary on or before 12:00 midnight, Eastern time, on the Expiration Date. See Section 4, "Procedures for Tendering Shares," of the Offer to Purchase dated January 19, 2006 (the "Offer to Purchase"). The Depositary: THE COLBENT CORPORATION By Registered, Certified or Express Mail By First Class Mail: or Overnight Courier: By Hand: The Colbent Corporation The Colbent Corporation The Colbent Corporation Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions POB 859208 161 Bay State Drive 161 Bay State Drive Braintree, MA 02185-9208 Braintree, MA 02184 Braintree, MA 02184
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE DOES NOT CONSTITUTE A VALID DELIVERY Ladies and Gentlemen: The undersigned hereby tenders to The Korea Fund, Inc. (the "Fund"), upon the terms and subject to the conditions set forth in its Offer to Purchase, dated January 19, 2006, and the related Letter of Transmittal (which, together, constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares specified below and all Shares that may be held in the name(s) of the registered holder(s) by the Fund's transfer agent pursuant to the dividend reinvestment plan pursuant to the guaranteed delivery procedures set forth in Section 4, "Procedures for Tendering Shares," of the Offer to Purchase. Number of Shares Tendered: - ------------------------------------------------------------------------------------------------------------------ Certificate Nos. (if available): - -------------------------------------------------------- -------------------------------------------------------- - -------------------------------------------------------- -------------------------------------------------------- Name(s) of Record Holder(s): ----------------------------------------------- Address(es): ------------------------------ - ------------------------------------------------------------------------------------------------------------------ City State Zip Code Area Code and Telephone Number(s): ------------------------------ Taxpayer Identification or Social Security Number(s): ------------------------------ If Shares will be tendered by book-entry transfer to The Depository Trust Company, please check box: [ ] The Depository Trust Company Account Number: ----------------------------------------------- The undersigned also tenders all uncertified Shares that may be held in the name(s) of the registered holder(s) by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment Plan: [ ] Yes [ ] No (Note: If neither of these boxes is checked, any such uncertificated Shares will NOT be tendered.) Dated: ----------------------------------------- , 2006 -------------------------------------------------------- SIGNATURE
YOU MUST PROVIDE THE INFORMATION REQUESTED ABOVE. FAILURE TO FURNISH THE INFORMATION REQUESTED REGARDING ACCOUNT INFORMATION WILL RESULT IN AN INCOMPLETE PURCHASE REQUEST WHICH WILL MEAN THE FUND CANNOT PURCHASE YOUR SHARES. 2 GUARANTEE The undersigned, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office, branch, or agency in the United States, hereby: (a) guarantees to deliver to the Depositary certificates representing the Shares tendered hereby, in proper form for transfer (or tender shares pursuant to the procedure for book-entry transfer) into the Depositary's account at The Depository Trust Company, together with (i) a properly completed and duly executed Letter of Transmittal with any required signature guarantees and (ii) other required documents, all of which must be received by the Depositary prior to 5:00 p.m., Eastern time, on the third NYSE trading day after the date of receipt by the Depositary of this Notice of Guaranteed Delivery, properly completed and duly executed; and (b) represents that such tender of Shares complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended. Name of Firm: ------------------------------------------------------------ (PLEASE PRINT) Authorized Signature: ------------------------------------------------------------ Name: ------------------------------------------------------------ (PLEASE PRINT) Title: ------------------------------------------------------------ - -------------------------------------------------------------------------------- Address: ------------------------------------------------------------ - -------------------------------------------------------------------------------- CITY STATE ZIP CODE Area Code and Telephone Number: ------------------------------------------------------------ Dated: ------------------------------------------------------------ DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. 3 EX-99.A.1.V 6 y16611exv99waw1wv.txt EX-99.A.1.IV: FORM OF CLIENT LETTER OFFER TO PURCHASE FOR CASH UP TO 2,996,371 OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF THE KOREA FUND, INC. AT 98% OF NET ASSET VALUE PER SHARE BY THE KOREA FUND, INC. THE OFFER TO PURCHASE WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON FEBRUARY 16, 2006, UNLESS THE OFFER IS EXTENDED. THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS, INCLUDING THE CONDITIONS LISTED IN THE OFFER TO PURCHASE DATED JANUARY 19, 2006 AND IN THE LETTER OF TRANSMITTAL DATED JANUARY 19, 2006. To Our Clients: Enclosed for your consideration is the Offer to Purchase, dated January 19, 2006 (the "Offer to Purchase"), of The Korea Fund, Inc., a non-diversified, closed-end management investment company incorporated under the laws of the state of Maryland (the "Fund"), and a related Letter of Transmittal (which, together, constitute the "Offer"), pursuant to which the Fund is offering to purchase up to 2,996,371 (approximately 10%) of its issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"). As of January 17, 2006, 29,963,705 Shares were outstanding. The offer is to purchase Shares in exchange for cash at a price equal to 98% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the New York Stock Exchange (the "NYSE"), the principal market in which the Shares are traded, on the business day after the day the offer expires (the "Purchase Pricing Date"). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. The Offer will expire at 12:00 midnight, Eastern time, on February 16, 2006, unless extended (the "Expiration Date"). The Offer to Purchase and the Letter of Transmittal are being forwarded to you for your information only and cannot be used by you to tender Shares held by us for your account. We are the holder of record of Shares held for your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS. Your attention is called to the following: (1) The purchase price to be paid for the Shares is cash at a price equal to 98% of the NAV per Share determined as of the close of the regular trading session of the NYSE on the Purchase Pricing Date. (2) The Offer is not conditioned upon any minimum number of Shares being tendered. (3) Upon the terms and subject to the conditions of the Offer, the Fund will purchase all Shares validly tendered on or prior to 12:00 midnight, Eastern time, on the Expiration Date. (4) No fees or commission will be payable to the Fund in connection with the Offer. As mandated in Instruction 7, "Stock Transfer Taxes," of the Letter of Transmittal, the Fund will pay all stock transfer taxes, if any, with respect to the transfer and sale of Shares to it pursuant to the Offer and deduct a corresponding amount from the purchase price paid to the participating shareholder tendering such Shares. However, a broker, dealer or other person may charge a fee for processing the transactions on behalf of shareholders. (5) Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf. An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with applicable law. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE OFFER. EACH SHAREHOLDER IS URGED TO READ AND EVALUATE THE OFFER AND ACCOMPANYING MATERIALS CAREFULLY. 2 INSTRUCTIONS The undersigned acknowledge(s) receipt of your letter, and the enclosed Offer, dated January 19, 2006, relating to The Korea Fund, Inc. (the "Fund"), to purchase up to 2,996,371 shares of its issued and outstanding common stock, par value $0.01 per share (the "Shares"). This will instruct you to tender to the Fund the number of Shares indicated below (which are held by you for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer that you have furnished to the undersigned. AGGREGATE NUMBER OF SHARES TO BE TENDERED: ________ SHARES ENTER NUMBER OF SHARES TO BE TENDERED. ODD LOTS This section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of not more than 99 Shares. The undersigned: [ ] Is the beneficial or record owner of an aggregate of not more than 99 Shares, all of which are being tendered; and, hereby represents that the above indicated information is true and correct as to the undersigned. SIGN HERE Account Number: Signature: - ---------------------------------------- ---------------------------------------- Dated: --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) (PLEASE PRINT) - -------------------------------------------------------------------------------- AREA CODE AND TELEPHONE NUMBER - -------------------------------------------------------------------------------- TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER 3 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 WHAT NAME AND NUMBER TO GIVE THE REQUESTER NAME If you are an individual, you must generally enter the name shown on your Social Security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on your Social Security card, and your new last name. If the account is in joint names, list first and then circle the name of the person or entity whose number you enter in Part I of the form. Sole Proprietor -- You must enter your individual name as shown on your Social Security card. You may enter your business, trade or "doing business as" name on the business name line. Limited Liability Company (LLC) -- If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations sec. 301.7701-3, enter the owner's name. Enter the LLC's name on the business name line. A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. Other Entities -- Enter the business name as shown on required federal income tax documents. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade or "doing business as" name on the business name line. TAXPAYER IDENTIFICATION NUMBER (TIN) You must enter your taxpayer identification number in the appropriate box. If you are a resident alien and you do not have and are not eligible to get a Social Security number, your taxpayer identification number is your IRS individual identification number (ITIN). Enter it in the Social Security number box. If you do not have an individual taxpayer identification number, see HOW TO GET A TIN below. If you are a sole proprietor and you have an employer identification number, you may enter either your Social Security number or employer identification number. However, using your employer identification number may result in unnecessary notices to the requester, and the IRS prefers that you use your Social Security number. If you are an LLC that is disregarded as an entity separate from its owner under Treasury regulations sec. 301.7701-3, and are owned by an individual, enter the owner's Social Security number. If the owner of a disregarded LLC is a corporation, partnership, etc., enter the owner's employer identification number. See the chart below for further clarification of name and TIN combinations. Social Security numbers (SSNs) have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers (EINs) have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the requester. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
- ------------------------------------------------------------------------------------------------------------------------------- FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF: - ------------------------------------------------------------------------------------------------------------------------------- l. Individual The individual 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the first individual on the account(l) 3. Custodian account of a minor (Uniform Gift to Minors Act) The minor(2) 4. a. The usual revocable savings trust (grantor is also The grantor-trustee(1) trustee) b. The so-called trust account that is not a legal or valid The actual owner(l) trust under state law 5. Sole proprietorship The owner(3) 6. A valid trust, estate or pension trust Legal entity(4) 7. Corporation The corporation 8. Association, club, religious, charitable, education or other The organization tax-exempt organization 9. Partnership The partnership 10. A broker or registered nominee The broker or nominee 11. Account with the Department of Agriculture in the name of a The public entity public entity (such as a state or local government, school district, or prison) that receives agricultural program payments - -------------------------------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's Social Security number. (3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your Social Security number or employer identification number (if you have one). (4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. (ii) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 HOW TO GET A TIN If you do not have a taxpayer identification number, apply for one immediately. To apply for a Social Security number, get FORM SS-5, APPLICATION FOR A SOCIAL SECURITY NUMBER CARD, from your local Social Security Administration office. Get FORM W-7 to apply for an individual taxpayer identification number or FORM SS-4, APPLICATION FOR EMPLOYER IDENTIFICATION NUMBER, to apply for an employer identification number. You can get Forms W-7 and SS-4 from the IRS. If you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number, sign and date the form, and give it to the requester. For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a taxpayer identification number and give it to the requester before you are subject to backup withholding. Other payments are subject to backup withholding without regard to the 60-day rule, until you provide your taxpayer identification number. Note: Writing "Applied For" means that you have already applied for a taxpayer identification number or that you intend to apply for one soon. EXEMPTION FROM BACKUP WITHHOLDING PAYEES EXEMPT FROM BACKUP WITHHOLDING Individuals (including sole proprietors) are NOT exempt from backup withholding. For interest and dividends, the following payees are exempt from backup withholding: - A corporation. - A financial institution. - An organization exempt from tax under section 501 (a) of the Internal Revenue Code of 1986, as amended (the "Code"), an individual retirement account (IRA) or a custodial account under section 403 (b) (7) of the Code if the account satisfies the requirements of section 401 (f) (2) of the Code. - The United States or any of its agencies or instrumentalities. - A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. - A foreign government or any of its political subdivisions, agencies or instrumentalities. - An international organization or any of its agencies or instrumentalities. - A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States. - A real estate investment trust. - A common trust fund operated by a bank under section 584(a) of the Code. - An entity registered at all times during the tax year under the Investment Company Act of 1940. - A foreign central bank of issue. - A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List. - A trust exempt from tax under section 664 of the Code or described in section 4947 of the Code. PAYMENTS EXEMPT FROM BACKUP WITHHOLDING Dividends and patronage dividends that are generally exempt from backup withholding include: - Payments to nonresident aliens subject to withholding under section 1441 of the Code. - Payments to partnerships not engaged in a trade of business in the United States and that have at least one nonresident alien partner. - Payments of patronage dividends not paid in money. - Payments made by certain foreign organizations. - Payments made by an ESOP pursuant to section 404(k) of the Code. Interest payments that are generally exempt from backup withholding include: - Payment of interest on obligations issued by individuals. Note, however, that such a payment may be subject to backup with-holding if this interest is $600 or more and is paid in the course of the payer's trade or business, and you have not provided your correct taxpayer identification number or you have provided an incorrect taxpayer identification number to the payer. - Payment of tax-exempt interest (including exempt-interest dividends under section 852 of the Code). - Payment described in section 6049(b) (5) of the Code to nonresident aliens. - Payments on tax-free covenant bonds under section 1451 of the Code. - Payments made by certain foreign organizations. Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041 A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and their regulations. IF YOU ARE EXEMPT FROM BACKUP WITHHOLDING, YOU MUST STILL COMPLETE AND FILE SUBSTITUTE FORM W-9. ENTER YOUR CORRECT TAXPAYER IDENTIFICATION NUMBER IN PART I, WRITE "EXEMPT" IN PART II, AND SIGN AND DATE THE FORM AND RETURN IT TO THE REQUESTER. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester a completed FORM W-8, CERTIFICATE OF FOREIGN STATUS. PRIVACY ACT NOTICE -- Section 6109 of the Code requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends and certain other income paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold 28.0% of taxable interest, dividends and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50.00 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500.00 penalty. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE (iii) EX-99.A.5.II 7 y16611exv99waw5wii.txt EX-99.A.5.II: PRESS RELEASE Deutsche Asset Mangement [Deutsche Asset Mangement GRAPHIC] A member of the Deutsche Bank Group Press Release ================================================================================ - ---------------------------------------------------- FOR IMMEDIATE RELEASE For additional information: Rosalia Scampoli 212-250-5536, Media Jonathan Diorio 212-454-2208, Investors Julian Reid 44-20-7233-1333, Chairman of the Board - ---------------------------------------------------- THE KOREA FUND, INC. ANNOUNCES COMMENCEMENT OF CASH TENDER OFFER NEW YORK, NY, January 19, 2006 -- The Korea Fund, Inc. (NYSE: KF) today announced that it has commenced a cash tender offer for up to 2,996,371 shares, representing approximately 10% of its issued and outstanding shares of common stock, at a price equal to 98% of the net asset value per share as of the business day after the expiration of the offer. The tender offer commenced today and will remain open through February 16, 2006 unless extended, subject to the terms of the Offer to Purchase and related Letter of Transmittal being filed today with the Securities and Exchange Commission. The tender offer is being conducted in order to provide shareholders with an alternative source of liquidity for their investment in Fund shares and as part of the Fund's continuous efforts to provide additional value to shareholders. The Korea Fund, Inc. is a non-diversified, closed-end investment company. The Fund seeks long-term capital appreciation through investing primarily in equity securities trading on the Korean stock exchanges. Its shares are listed on the New York Stock Exchange under the symbol "KF". # # # The tender offer will be made only by the Offer to Purchase and the related Letter of Transmittal. Shareholders should read these documents carefully when they become available to investors free of charge at the website of the Securities and Exchange Commission (www.sec.gov). Neither the Offer to Purchase shares will be made to, nor will tenders pursuant to the Offer to Purchase be accepted from or on behalf of, holders of shares in any jurisdiction in which making or accepting the Offer to Purchase would violate that jurisdiction's laws. There can be no assurance that any action proposed or adopted by the Board will reduce or eliminate the discount at which the Fund's shares trade. Investments in funds involve risks. Additional risks are associated with international investing, such as government regulations and differences in liquidity, which may increase the volatility of your investment. Investments in funds involve risks. Additional risks are associated with international investing, such as government regulations and differences in liquidity which may increase the volatility of your investment. Foreign security markets generally exhibit greater price volatility and are less liquid than the US market. Additionally, this fund focuses its investments in certain geographical regions, thereby increasing its vulnerability to developments in that region and potentially subjecting the fund's shares to greater price volatility. Closed-end funds, unlike open-end funds, are not continuously offered. There is a one time public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Shares of closed-end funds frequently trade at a discount to net asset value. The price of the fund's shares is determined by a number of factors, several of which are beyond the control of the fund. Therefore, the fund cannot predict whether its shares will trade at, below or above net asset value. This announcement is not an offer to purchase or the solicitation of an offer to sell shares of the Fund or a prospectus, circular or representation intended for use in the purchase or sale of Fund shares. Fund shares are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Fund shares involve investment risk, including possible loss of principal. ------------------------------------------------------------------------- NOT FDIC/NCUA INSURED MAY LOSE VALUE NO BANK GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY ------------------------------------------------------------------------- Scudder Investments is part of Deutsche Asset Management which is the marketing name in the US for the asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Asset Management Inc., Deutsche Asset Management Investment Services Ltd., Deutsche Investment Management Americas Inc. and Scudder Trust Company. (01/06 42973) 2 EX-99.B.1 8 y16611exv99wbw1.txt EX-99.B.1: TERMINANTION, REPLACEMENT AND RESTATEMENT AGREEMENT EXECUTION VERSION CERTAIN MUTUAL FUNDS MANAGED BY DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT DATED AS OF APRIL 7, 2005 RELATING TO CREDIT AGREEMENT DATED AS OF APRIL 11, 2002 1,100,000,000 CREDIT FACILITY JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT J. P. MORGAN SECURITIES INC., LEAD ARRANGER AND BOOKRUNNER STATE STREET BANK AND TRUST CO., LLOYDS TSB BANK PLC AND CALYON NEW YORK BRANCH, CO-SYNDICATION AGENTS TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (this "TRR AGREEMENT") dated as of April 7, 2005, among (i) the undersigned registered investment companies (each, a "FUND", and collectively, the "FUNDS"), each of which is executing this TRR Agreement on behalf of itself, or, if applicable, certain of its investment portfolios set forth beneath such Fund's name on the signature pages hereon (each of which Funds or investment portfolios, as the case may be, is, individually, a "BORROWER" and collectively, the "BORROWERS"), (ii) the several banks and other financial institutions from time to time parties to this TRR Agreement (as defined below, the "LENDERS") and (iii) JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders hereunder (in such capacity, the "ADMINISTRATIVE AGENT"); WHEREAS, certain of the Borrowers, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of April 11, 2002 (as amended, including without limitation as amended by that certain Termination, Replacement and Restatement Agreement dated as of April 10, 2003, that certain Termination, Replacement and Restatement Agreement dated as of April 8, 2004 (the "ORIGINAL CLOSING DATE") and that certain Designation of New Borrower and Amendment to Credit Agreement dated February 15, 2005, the "ORIGINAL CREDIT AGREEMENT"); WHEREAS, the Original Credit Agreement is to be terminated as provided herein; and WHEREAS, the Lenders and the Administrative Agent are willing, subject to the terms and conditions of this TRR Agreement, to replace the Original Credit Agreement with a new credit agreement as provided herein. NOW, THEREFORE, in consideration of the mutual agreements contained in this TRR Agreement and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in Section 3 hereof: (a) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENT") identical in form and substance to the Original Credit Agreement except as expressly set forth below. (The terms of such Original Credit Agreement, a copy of which is attached hereto as Exhibit A, shall be deemed to be incorporated by reference herein, but modified as expressly set forth below.) Capitalized terms used but not defined herein shall have the meanings given them in the New Credit Agreement. (b) The preamble of the New Credit Agreement shall read as follows: "AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 7, 2005 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") among (i) the registered investment companies listed on Schedule I hereto (each, a "Fund", and collectively, the "Funds"), each of which is executing this Agreement on behalf of itself, or, if applicable, certain of its respective investment portfolios set forth beneath such Fund's name on Schedule I hereto (each of which Funds or investment portfolios, as the case may be, is, individually, a "Borrower" and, collectively, the "Borrowers"), (ii) the several banks and other financial institutions from time to time parties to this Agreement (the "Lenders") and (iii) JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as a Lender and as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent");" (c) Section 1 (Defined Terms) of the New Credit Agreement shall be amended or added as follows: (i) The definition of "Aggregate Commitment shall be amended and restated to read in its entirety as follows: "`Aggregate Commitment': the total of all Commitments of all Lenders, as may be reduced from time to time in the accordance with the terms of this Agreement. On the Closing Date at the time of closing, the Aggregate Commitment shall be equal to $1,100,000,000." (ii) The following definition shall be added in its properly alphabetical order: "`JPMorgan Chase': JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank). (iii) The definition of "Termination Date" shall be amended and restated to read in its entirety as follows: "`Termination Date': April 6, 2006, or such earlier date on which the Commitments shall terminate as provided herein." (d) Section 2.3(a) (Fees) of the New Credit Agreement shall be amended and restated to read in its entirety as follows: "2.3 Fees. (a) Each Borrower severally, and neither jointly nor jointly and severally, agrees to pay to the Administrative Agent for the account of each Lender such Borrower's Pro Rata Allocation (as adjusted from time to time in accordance with the terms hereof) of a commitment fee ("Commitment Fee") during the period which shall begin on the first day of the Commitment Period and shall extend to the Termination Date, which Commitment Fee shall be a quarterly fee, computed at the rate of 0.08% per annum on the average daily amount of the Available Commitments during each calendar quarter. Such Commitment Fee shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Termination Date, 2 commencing on the first of such dates to occur after the date hereof. Solely for the purpose of calculating the Commitment Fee, Swing Line Loans will not be deemed a utilization of the Aggregate Commitments of all Lenders." (e) Section 9.10(b)(i) of the New Credit Agreement shall be amended and restated to read in its entirety as follows: (b)(i) For purposes of this Section, "Confidential Information" shall mean all information received from any of the Funds, the Borrowers or Deutsche IMA relating to any of them or their business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis other than as a result of a breach of this Agreement. Each of the Administrative Agent and each Lender agrees to maintain the confidentiality of, and not to use the Confidential Information (including by disclosing, trading or making investment recommendations based on the Confidential Information), provided however, that Confidential Information may be disclosed (i) to its and its Affiliates' directors, officers, employees and agents, including without limitation accountants, legal counsel and other advisors for purposes relating to the transactions contemplated by this Agreement or for conducting legitimate audits (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and will have agreed to keep such Confidential Information confidential), (ii) to the extent requested by any legal or regulatory authority having or claiming jurisdiction over such Person, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement for purposes relating to the transactions contemplated hereby, (v) in connection with (but only as such Confidential Information relates to) (x) the exercise of any remedies hereunder or (y) any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 9.10, to any Assignee or Participant or any prospective Assignee or Participant, or any actual or proposed contractual counterparty (or its advisors) to any securitization, hedge, or other derivative transaction relating to the parties' obligations hereunder, which executes such agreement, or (vii) with the consent of the Borrowers. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. (f) SCHEDULES I, II, III AND IV of the New Credit Agreement shall be in the form of SCHEDULES I, II, III AND IV to this TRR Agreement. 3 (g) Each of the Administrative Agent, the Lenders and the Borrowers acknowledge that the following borrowers (the "NEW BORROWERS") were not parties to the Original Credit Agreement: Scudder Commodity Securities Fund (a portfolio of SCUDDER INSTITUTIONAL FUNDS) Scudder Lifecycle Long Fund (a portfolio of SCUDDER ADVISOR FUNDS III) Scudder Lifecycle Mid Fund (a portfolio of SCUDDER ADVISOR FUNDS) Scudder Lifecycle Short Fund (a portfolio of SCUDDER ADVISOR FUNDS) For the avoidance of doubt, each reference to "Borrower" or "Borrowers" in the New Credit Agreement shall be deemed to include the New Borrowers, and each of the New Borrowers agrees to be bound by the terms and conditions of the New Credit Agreement in all respects as a Borrower thereunder; PROVIDED, HOWEVER, that no New Borrower shall be liable, solely by execution of this TRR Agreement, for any obligation incurred by the Borrowers or any individual Borrower before the Effective Date (as defined herein). SECTION 2. REPRESENTATIONS AND WARRANTIES. To induce the Administrative Agent and the Lenders to enter into this TRR Agreement and to make the Loans (as defined in the New Credit Agreement), each Fund on behalf of itself and each Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows (it being agreed that each Fund represents and warrants only to matters with respect to itself and, if applicable, each investment portfolio thereof that is a Borrower, and each Borrower represents and warrants only to matters with respect to itself): (a) This TRR Agreement and the New Credit Agreement have been duly authorized and, in the case of this TRR Agreement, executed and delivered by it and constitute its legal, valid and binding obligations enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (b) The representations and warranties set forth in Section 3 of the New Credit Agreement are true and correct in all material respects on the date hereof with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (c) Before and after giving effect to this TRR Agreement, no Default has occurred and is continuing. 4 SECTION 3. CONDITIONS TO EFFECTIVENESS. This TRR Agreement and the New Credit Agreement, including the agreement of each Lender to make Loans thereunder, shall become effective as of the date hereof (the "EFFECTIVE DATE") upon the occurrence of the following conditions precedent (which shall be deemed to satisfy Section 4.1 of the New Credit Agreement): (a) The Administrative Agent shall have received counterparts of this TRR Agreement which, when taken together, bear the signatures of all the parties hereto. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of counsel for the Borrowers referring to this TRR Agreement and the New Credit Agreement, (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such other matters relating to this TRR Agreement and the transactions hereunder and under the New Credit Agreement as the Administrative Agent or its counsel shall reasonably request, and the Borrowers hereby instruct their counsel to deliver such opinion. (c) All legal matters incident to this TRR Agreement, the New Credit Agreement and the borrowings and extensions of credit hereunder shall be satisfactory to the Lenders and to Pryor Cashman Sherman & Flynn LLP, counsel for the Administrative Agent. (d) The Administrative Agent shall have received on the date hereof: (i) a certificate of the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of each Fund dated the date hereof and certifying that attached thereto are true and correct copies of the following: (A) resolutions duly adopted by the Board of Trustees or Directors, as the case may be, of each such Fund on its own behalf or, if applicable, on behalf of each investment portfolio thereof that is a Borrower, authorizing this TRR Agreement and the execution, delivery and performance of this TRR Agreement and the borrowings under the New Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (B) if not a party to the Original Credit Agreement, each Fund's Declaration of Trust or Articles of Incorporation, as the case may be, or if a party to the Original Credit Agreement, any amendments since the Original Closing Date to such Fund's Declaration of Trust or Articles of Incorporation, as the case may be; (C) if not a party to the Original Credit Agreement, each Fund's By-laws, or if a party to the Original Credit Agreement, any amendments since the Original Closing Date to such Fund's By-laws; (D) if not a party to the Original Credit Agreement, each Fund's Investment Management Agreement, or if a party to the Original Credit Agreement, any amendments since the Original Closing Date to such Fund's Investment Management Agreement; (E) if not a party to the Original Credit Agreement, each Fund's Custodian Agreement, or if a party to the Original Credit Agreement, any amendments since the Original Closing Date to such Fund's Custodian Agreement; (F) each Fund's most recent Prospectus; (G) each Fund's most recent 5 Statement of Additional Information; (H) each Fund's most recent annual financial report; and (I) each Fund's most recent semi-annual financial report; (ii) a certificate of the Secretary or Assistant Secretary of each Fund dated the date hereof and certifying as to the incumbency and specimen signature of each officer executing this TRR Agreement, the New Credit Agreement or any other document delivered in connection herewith on behalf of each such Fund; (iii) a certificate of another officer as to the incumbency and specimen signature of the officer executing the certificates pursuant to (ii) above; and (iv) such other documents as the Lenders or counsel for the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out-of pocket expenses required to be reimbursed or paid by the Borrowers or Funds hereunder. SECTION 4. APPLICABLE LAW. THIS TRR AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. SECTION 5. COUNTERPARTS. This TRR Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. SECTION 6. EXPENSES. Each Borrower agrees, severally and neither jointly nor jointly and severally, to reimburse the Administrative Agent, in accordance with such Borrower's Pro Rata Allocation (as defined in the New Credit Agreement), for the Administrative Agent's out-of-pocket expenses in connection with this TRR Agreement not yet paid pursuant to Section 3(e) hereof, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. 6 SECTION 7. WAIVER. The Lenders hereby acknowledge that the following Borrowers under the Original Credit Agreement transferred all of their assets and liabilities to certain of their Affiliates during the term thereof: Scudder Asset Management Portfolio Scudder Asset Management Portfolio II Scudder Asset Management Portfolio III The Lenders hereby waive any violation of Sections 6.5 or 6.8 of the Original Credit Agreement which may have arisen as a result of the events described in this Section 7, except with respect to any potential violations of the 1940 Act or other Applicable Law. [Remainder of page intentionally blank; signature pages follow.] 7 IN WITNESS WHEREOF, the parties hereto have caused this TRR Agreement to be duly executed by their respective authorized officers as of the day and year first written above. JPMORGAN CHASE BANK, N.A. as Administrative Agent and as a Lender By:____________________________ Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER CASH INVESTMENT TRUST; SCUDDER FUNDS TRUST, on behalf of Scudder Short Term Bond Fund; SCUDDER INCOME TRUST, on behalf of Scudder GNMA Fund; INVESTMENT TRUST, on behalf of Scudder Growth and Income Fund, Scudder Large Company Growth Fund, Scudder Small Company Stock Fund, and Scudder Capital Growth Fund; SCUDDER PORTFOLIO TRUST, on behalf of Scudder Income Fund; SCUDDER MUTUAL FUNDS, INC., on behalf of Scudder Gold and Precious Metals Fund; SCUDDER U.S. TREASURY MONEY FUND; SCUDDER SECURITIES TRUST, on behalf of Scudder Development Fund, Scudder Health Care Fund, and Scudder Small Company Value Fund; SCUDDER TAX FREE MONEY FUND; SCUDDER MONEY MARKET TRUST, on behalf of Scudder Money Market Series; SCUDDER PATHWAY SERIES, on behalf of Pathway Moderate Portfolio, Pathway Conservative Portfolio, Pathway Growth Plus Portfolio, and Pathway Growth Portfolio; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER VARIABLE SERIES I, on behalf of Balanced Portfolio, Bond Portfolio, Capital Growth Portfolio, Global Discovery Portfolio, Growth and Income Portfolio, International Portfolio, Money Market Portfolio, 21st Century Growth Portfolio, and Health Sciences Portfolio; SCUDDER MUNICIPAL TRUST, on behalf of Scudder Managed Municipal Bond Fund, and Scudder High Yield Tax Free Fund; GLOBAL/INTERNATIONAL FUND, INC., on behalf of Scudder Emerging Markets Income Fund, Scudder Global Fund, Scudder Global Bond Fund, and Scudder Global Discovery Fund; SCUDDER STATE TAX FREE TRUST, on behalf of Scudder Massachusetts Tax Free Fund; SCUDDER TAX FREE TRUST, on behalf of Scudder Intermediate Tax/AMT Free Fund; VALUE EQUITY TRUST, on behalf of Scudder Select 500 Fund, and Scudder Tax Advantaged Dividend Fund; SCUDDER INTERNATIONAL FUND, INC., on behalf of Scudder Emerging Markets Fund (formerly Scudder Emerging Markets Growth Fund), Scudder Greater Europe Fund (formerly Scudder Greater Europe Growth Fund), Scudder International Fund, Scudder Latin America Fund, and Scudder Pacific Opportunities Fund; THE BRAZIL FUND, INC.; THE KOREA FUND, INC.; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER NEW ASIA FUND, INC.; SCUDDER GLOBAL HIGH INCOME FUND, INC. SCUDDER GLOBAL COMMODITIES STOCK FUND, INC. CASH ACCOUNT TRUST, on behalf of Money Market Portfolio, Government & Agency Securities Portfolio, and Tax-Exempt Portfolio; CASH EQUIVALENT FUND, on behalf of Money Market Portfolio, Government & Agency Securities Portfolio, and Tax-Exempt Portfolio; INVESTORS CASH TRUST, on behalf of Government & Agency Securities Portfolio, and Treasury Portfolio; INVESTORS MUNICIPAL CASH FUND, on behalf of Investors Florida Municipal Cash Fund, Investors New Jersey Municipal Cash Fund, Investors Michigan Municipal Cash Fund, Investors Pennsylvania Municipal Cash Fund, and Tax-Exempt New York Money Market Fund; SCUDDER AGGRESSIVE GROWTH FUND; SCUDDER BLUE CHIP FUND; SCUDDER HIGH INCOME SERIES, on behalf of Scudder High Income Fund; SCUDDER PORTFOLIOS, on behalf of Scudder Cash Reserves Fund; SCUDDER STATE TAX-FREE INCOME SERIES, on behalf of Scudder CA Tax-Free Income Fund, and Scudder NY Tax-Free Income Fund; SCUDDER STRATEGIC INCOME FUND; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER TECHNOLOGY FUND; SCUDDER TOTAL RETURN FUND; SCUDDER U.S. GOVERNMENT SECURITIES FUND; SCUDDER FOCUS VALUE PLUS GROWTH FUND; TAX-EXEMPT CA MONEY MARKET FUND; SCUDDER MONEY FUNDS, on behalf of Scudder Money Market Fund, Scudder Government & Agency Money Fund, and Scudder Tax-Exempt Money Fund; SCUDDER YIELDWISE FUNDS, on behalf of Scudder YieldWise Money Fund, Scudder YieldWise Government & Agency Money Fund, and Scudder YieldWise Municipal Money Fund; SCUDDER EQUITY TRUST, on behalf of Scudder-Dreman Financial Services Fund; SCUDDER INVESTORS TRUST, on behalf of Scudder S&P 500 Stock Fund; SCUDDER TARGET FUND, on behalf of Scudder Target 2010 Fund, Scudder Target 2011 Fund, Scudder Target 2012 Fund, Scudder Target 2013 Fund, Scudder Target 2014 Fund (Formerly Scudder Retirement Fund - Series V), Scudder Retirement Fund - Series VI, and Scudder Retirement Fund - Series VII; SCUDDER VALUE SERIES, INC., on behalf of Scudder Large Cap Value Fund, Scudder-Dreman High Return Equity Fund, and Scudder-Dreman Small Cap Value Fund; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER VARIABLE SERIES II, on behalf of Scudder Aggressive Growth Portfolio, Scudder Blue Chip Portfolio, Scudder Large Cap Value Portfolio (formerly Scudder Contrarian Value Portfolio), Scudder Global Blue Chip Portfolio, Scudder Government & Agency Securities Portfolio, Scudder Growth Portfolio, Scudder High Income Portfolio, Scudder International Select Equity Portfolio, Scudder Fixed Income Portfolio, Scudder Money Market Portfolio, Scudder Small Cap Growth Portfolio, Scudder Strategic Income Portfolio, Scudder Technology Growth Portfolio, Scudder Total Return Portfolio, Scudder Conservative Income Strategy Portfolio, Scudder Growth and Income Strategy Portfolio, Scudder Growth Strategy Portfolio, Scudder Income and Growth Strategy Portfolio, Scudder Templeton Foreign Value Portfolio, Scudder Mercury Large Cap Core Portfolio, SVS Index 500 Portfolio, SVS Dreman Financial Services Portfolio, SVS Dreman High Return Equity Portfolio, SVS Dreman Small Cap Value Portfolio, SVS Janus Growth Opportunities Portfolio, SVS MFS Strategic Value Portfolio, SVS Invesco Dynamic Growth Portfolio, SVS Turner Mid Cap Growth Portfolio, SVS Oak Strategic Equity Portfolio, SVS Davis Venture Value Portfolio, SVS Eagle Focused Large Cap Growth Portfolio, SVS Janus Growth and Income Portfolio, and SVS Focus Value+Growth Portfolio; SCUDDER MUNICIPAL INCOME TRUST; SCUDDER STRATEGIC MUNICIPAL INCOME TRUST; SCUDDER INTERMEDIATE GOVERNMENT AND AGENCY TRUST; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER MG INVESTMENTS TRUST, on behalf of Scudder Fixed Income Fund, Scudder Short Duration Fund, Scudder Short Term Municipal Bond Fund, Scudder Micro Cap Fund, and Scudder International Select Equity Fund; SCUDDER ADVISOR FUNDS III, on behalf of Scudder Lifecycle Long Fund (former "feeder" to Scudder Asset Management Portfolio); SCUDDER CASH MANAGEMENT PORTFOLIO; SCUDDER EQUITY 500 INDEX PORTFOLIO; SCUDDER INTERNATIONAL EQUITY PORTFOLIO; SCUDDER TREASURY MONEY PORTFOLIO; SCUDDER INVESTMENTS VIT FUNDS, on behalf of Scudder Small Cap Index Fund, Scudder EAFE Index Fund, Scudder Equity 500 Index Fund; and Scudder Real Estate Securities Portfolio SCUDDER INVESTMENT PORTFOLIOS, on behalf of EAFE Equity Index Portfolio, PreservationPlus Income Portfolio, and US Bond Index Portfolio; SCUDDER ADVISOR FUNDS, on behalf of Lifecycle Mid Fund (former "feeder" to Scudder Asset Management Portfolio II), Lifecycle Short Fund (former "feeder" to Scudder Asset Management Portfolio III), Scudder Mid Cap Fund, NY Tax Free Money Fund Investment, Scudder Small Cap Fund, and Tax Free Money Fund Investment; SCUDDER INSTITUTIONAL FUNDS, on behalf of Daily Assets Fund Institutional, and Scudder Commodity Securities Fund; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER FLAG INVESTORS COMMUNICATIONS FUND, INC.; SCUDDER FLAG INVESTORS VALUE BUILDER FUND, INC.; SCUDDER FLAG INVESTORS EQUITY PARTNERS FUND, INC.; CASH RESERVE FUND, INC., on behalf of Prime Series, Treasury Series, and Tax-free Series; SCUDDER INVESTORS FUNDS, INC., on behalf of Scudder Japanese Equity Fund; SCUDDER RREEF SECURITIES TRUST, on behalf of RREEF Real Estate Securities Fund; SCUDDER RREEF REAL ESTATE FUND, INC.; and SCUDDER RREEF REAL ESTATE FUND II, INC. By: --------------------------- Name: Title*: *(The above-signed officer holds this office with each of the above-referenced funds) JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE STATE STREET BANK AND TRUST CO. By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE CALYON NEW YORK BRANCH By: --------------------------- Name: Title: By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE LLOYDS TSB BANK PLC By: --------------------------- Name: Title: By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE BANK OF AMERICA, N.A. By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE CITIBANK, N.A. By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE HSBC BANK USA, NATIONAL ASSOCIATION By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SOCIETE GENERALE NEW YORK BRANCH By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE BANK OF MONTREAL By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE THE ROYAL BANK OF SCOTLAND PLC By: Greenwich Capital Markets, Inc., as agent for The Royal Bank of Scotland plc By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE BNP PARIBAS By: --------------------------- Name: Title: By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE MELLON BANK N.A. By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE NATIONAL AUSTRALIA BANK LTD. By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH By: --------------------------- Name: Title: By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SVENSKA HANDELSBANKEN By: --------------------------- Name: Title: By: --------------------------- Name: Title: SCHEDULE I
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION - ------------- -------------- ---------- SCUDDER CASH INVESTMENT TRUST 300% 0.65% SCUDDER FUNDS TRUST Scudder Short Term Bond Fund 300% 0.83% SCUDDER INCOME TRUST Scudder GNMA Fund 300% 3.01% INVESTMENT TRUST Scudder Growth and Income Fund 300% 4.34% Scudder Large Company Growth Fund 300% 0.40% Scudder Small Company Stock Fund 300% 0.15% Scudder Capital Growth Fund 300% 1.04% SCUDDER PORTFOLIO TRUST Scudder Income Fund 300% 0.74% SCUDDER MUTUAL FUNDS, INC. Scudder Gold and Precious Metals Fund D 400% 0.48% SCUDDER U.S. TREASURY MONEY FUND 300% 0.18% SCUDDER SECURITIES TRUST Scudder Development Fund 300% 0.19% Scudder Health Care Fund 300% 0.20% Scudder Small Company Value Fund 300% 0.31% SCUDDER TAX FREE MONEY FUND 300% 0.19% SCUDDER MONEY MARKET TRUST Scudder Money Market Series 300% 8.33%
I-1
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION - ------------- -------------- ---------- SCUDDER PATHWAY SERIES Pathway Moderate Portfolio D 500% 0.21% Pathway Conservative Portfolio D 500% 0.10% Pathway Growth Portfolio D 500% 0.20% Pathway Growth Plus Portfolio D 500% 0.01% SCUDDER VARIABLE SERIES I Balanced Portfolio 300% 0.11% Bond Portfolio 300% 0.15% Capital Growth Portfolio 300% 0.60% Global Discovery Portfolio 300% 0.21% Growth and Income Portfolio 300% 0.17% International Portfolio 300% 0.47% Money Market Portfolio 300% 0.05% 21st Century Growth Portfolio 300% 0.05% Health Sciences Portfolio 300% 0.11% SCUDDER MUNICIPAL TRUST Scudder Managed Municipal Bond Fund 300% 3.81% Scudder High Yield Tax Free Fund 300% 0.68% GLOBAL/INTERNATIONAL FUND, INC. Scudder Emerging Markets Income Fund D 400% 0.16% Scudder Global Fund 300% 0.69% Scudder Global Bond Fund 300% 0.16% Scudder Global Discovery Fund 300% 0.47% SCUDDER STATE TAX FREE TRUST Scudder Massachusetts Tax Free Fund 300% 0.43% SCUDDER TAX FREE TRUST Scudder Intermediate Tax/AMT Free Fund 300% 0.74% VALUE EQUITY TRUST Scudder Select 500 Fund 300% 0.09% Scudder Tax Advantaged Dividend Fund 300% 0.13%
I-2
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION - ------------- -------------- ---------- SCUDDER INTERNATIONAL FUND, INC. Scudder Emerging Markets Fund (formerly D 400% 0.14% Scudder Emerging Markets Growth Fund) Scudder Greater Europe Fund (formerly Scudder 300% 0.32% Greater Europe Growth Fund) Scudder International Fund 300% 1.43% Scudder Latin America Fund D 400% 0.34% Scudder Pacific Opportunities Fund D 400% 0.09% THE BRAZIL FUND, INC. D 2000% 0.48% THE KOREA FUND, INC. D 2000% 0.98% SCUDDER NEW ASIA FUND, INC. D 2000% 0.12% SCUDDER GLOBAL HIGH INCOME FUND, INC. 300% 0.07% SCUDDER GLOBAL COMMODITIES STOCK FUND, INC. 300% 0.34% CASH ACCOUNT TRUST Money Market Portfolio 300% 3.39% Government & Agency Securities Portfolio 300% 1.63% Tax-Exempt Portfolio 300% 0.84% CASH EQUIVALENT FUND Money Market Portfolio 300% 0.05% Government & Agency Securities Portfolio 300% 0.02% Tax-Exempt Portfolio 300% 0.10% INVESTORS CASH TRUST Government & Agency Securities Portfolio 300% 0.40% Treasury Portfolio 300% 0.04%
I-3
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION - ------------- -------------- ---------- INVESTORS MUNICIPAL CASH FUND Investors Florida Municipal Cash Fund 300% 0.01% Investors New Jersey Municipal Cash Fund 300% 0.01% Investors Michigan Municipal Cash Fund 300% 0.01% Investors Pennsylvania Municipal Cash Fund 300% 0.01% Tax-Exempt New York Money Market Fund 300% 0.01% SCUDDER AGGRESSIVE GROWTH FUND 300% 0.10% SCUDDER BLUE CHIP FUND 300% 0.55% SCUDDER HIGH INCOME SERIES Scudder High Income Fund 300% 2.14% SCUDDER PORTFOLIOS Scudder Cash Reserves Fund 300% 0.23% SCUDDER STATE TAX-FREE INCOME SERIES Scudder CA Tax-Free Income Fund 300% 0.80% Scudder NY Tax-Free Income Fund 300% 0.31% SCUDDER STRATEGIC INCOME FUND 300% 0.35% SCUDDER TECHNOLOGY FUND D 1000% 1.39% SCUDDER TOTAL RETURN FUND 300% 1.59% SCUDDER U.S. GOVERNMENT SECURITIES FUND 300% 2.58% SCUDDER FOCUS VALUE PLUS GROWTH FUND 300% 0.07% TAX-EXEMPT CA MONEY MARKET FUND 300% 0.10% SCUDDER MONEY FUNDS Scudder Money Market Fund 300% 2.80% Scudder Government & Agency Money Fund 300% 0.33% Scudder Tax-Exempt Money Fund 300% 0.51%
I-4
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION - ------------- -------------- ---------- SCUDDER YIELDWISE FUNDS Scudder YieldWise Money Fund 300% 0.27% Scudder YieldWise Government & Agency Money 300% 0.08% Fund Scudder YieldWise Municipal Money Fund 300% 0.14% SCUDDER EQUITY TRUST Scudder-Dreman Financial Services Fund 300% 0.10% SCUDDER INVESTORS TRUST Scudder S&P 500 Stock Fund 300% 0.11% SCUDDER TARGET EQUITY FUND Scudder Target 2010 Fund 300% 0.05% Scudder Target 2011 Fund 300% 0.09% Scudder Target 2012 Fund 300% 0.07% Scudder Target 2013 Fund 300% 0.05% Scudder Target 2014 Fund (formerly Scudder 300% 0.05% Retirement Fund - Series V) Scudder Retirement Fund - Series VI 300% 0.03% Scudder Retirement Fund - Series VII 300% 0.02% SCUDDER VALUE SERIES, INC. Scudder Large Cap Value Fund 300% 1.87% Scudder-Dreman High Return Equity Fund 300% 5.03% Scudder-Dreman Small Cap Value Fund 300% 0.71%
I-5
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION - ------------- -------------- ---------- SCUDDER VARIABLE SERIES II Scudder Aggressive Growth Portfolio 300% 0.05% Scudder Blue Chip Portfolio 300% 0.26% Scudder Large Cap Value Portfolio (formerly 300% 0.26% Scudder Large Cap Contrarian Portfolio) Scudder Global Blue Chip Portfolio 300% 0.06% Scudder Government and Agency Securities 300% 0.28% Portfolio Scudder Growth Portfolio 300% 0.26% Scudder High Income Portfolio 300% 0.38% Scudder International Select Equity Portfolio 300% 0.18% Scudder Fixed Income Portfolio 300% 0.24% Scudder Money Market Portfolio 300% 0.26% Scudder Small Cap Growth Portfolio 300% 0.20% Scudder Strategic Income Portfolio 300% 0.07% Scudder Technology Growth Portfolio D 2000% 0.20% Scudder Total Return Portfolio 300% 0.55% SVS Index 500 Portfolio 300% 0.33% SVS Dreman Financial Services Portfolio 300% 0.14% SVS Dreman High Return Equity Portfolio 300% 0.71% SVS Dreman Small Cap Value Portfolio 300% 0.45% SVS Janus Growth Opportunities Portfolio 300% 0.12% SVS MFS Strategic Value Portfolio 300% 0.04% SVS INVESCO Dynamic Growth Portfolio 300% 0.03% SVS Turner Mid Cap Growth Portfolio 300% 0.12% SVS Oak Strategic Equity Portfolio 300% 0.08% SVS Davis Venture Value Portfolio 300% 0.28% SVS Eagle Focused Large Cap Growth Portfolio 300% 0.10% SVS Janus Growth and Income Portfolio 300% 0.18% SVS Focus Value+Growth Portfolio 300% 0.10% Scudder Conservative Income Strategy Portfolio 300% 0.01% Scudder Growth and Income Strategy Portfolio 300% 0.02% Scudder Growth Strategy Portfolio 300% 0.03% Scudder Income and Growth Strategy Portfolio 300% 0.01% Templeton Foreign Value Portfolio 300% 0.01% Mercury Large Cap Core Portfolio 300% 0.01% SCUDDER MUNICIPAL INCOME TRUST 300% 0.41% SCUDDER INTERMEDIATE GOVERNMENT & AGENCY TRUST 300% 0.21%
I-6
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION - ------------- -------------- ---------- SCUDDER STRATEGIC MUNICIPAL INCOME TRUST 300% 0.11% SCUDDER MG INVESTMENTS TRUST Scudder Fixed Income Fund D 1000% 0.92% Scudder Short Duration Fund 300% 0.16% Scudder Short Term Municipal Bond Fund 300% 0.71% Scudder Micro Cap Fund 300% 0.09% Scudder International Select Equity Fund 300% 0.89% SCUDDER ADVISOR FUNDS III Scudder Lifecycle Long Fund (former "feeder" 300% 0.67% to Scudder Asset Management Portfolio) SCUDDER CASH MANAGEMENT PORTFOLIO D 2000% 8.51% SCUDDER EQUITY 500 INDEX PORTFOLIO 300% 2.74% SCUDDER INTERNATIONAL EQUITY PORTFOLIO 300% 0.30% SCUDDER TREASURY MONEY PORTFOLIO D 2000% 0.45% SCUDDER INVESTMENTS VIT FUNDS Scudder Small Cap Index Fund 300% 0.38% Scudder EAFE Index Fund 300% 0.15% Scudder Equity 500 Index Fund 300% 0.69% Scudder Real Estate Securities Portfolio D 500% 0.03% SCUDDER INVESTMENT PORTFOLIOS EAFE Equity Index Portfolio 300% 0.24% PreservationPlus Income Portfolio 300% 1.28% US Bond Index Portfolio 300% 0.14%
I-7
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION - ------------- -------------- ---------- SCUDDER ADVISOR FUNDS Lifecycle Mid Fund (former "feeder" to 300% 0.04% Scudder Asset Management Portfolio II) Lifecycle Short Fund (former "feeder" to 300% 0.02% Scudder Asset Management Portfolio III) Scudder Mid Cap Fund 300% 0.80% NY Tax Free Money Fund Investment D 2000% 0.10% Scudder Small Cap Fund 300% 0.48% Tax Free Money Fund Investment D 2000% 0.11% SCUDDER INSTITUTIONAL FUNDS Daily Assets Fund Institutional D 1000% 2.66% Scudder Commodity Securities Fund 300% 0.01% SCUDDER FLAG INVESTORS COMMUNICATIONS FUND, INC. D 1000% 0.30% SCUDDER FLAG INVESTORS VALUE BUILDER FUND, INC. D 1000% 0.55% SCUDDER FLAG INVESTORS EQUITY PARTNERS FUND, INC. D 1000% 0.25% CASH RESERVE FUND, INC. Prime Series D 1000% 2.23% Treasury Series D 1000% 0.39% Tax-free Series D 1000% 0.77% SCUDDER INVESTORS FUNDS, INC. Japanese Equity Fund 300% 0.08% SCUDDER RREEF SECURITIES TRUST RREEF Real Estate Securities Fund D 500% 1.03% SCUDDER RREEF REAL ESTATE FUND, INC. D 500% 0.34% SCUDDER RREEF REAL ESTATE FUND II, INC. D 500% 0.62%
I-8 SCHEDULE II COMMITMENTS, ADDRESSES, ETC.
AMOUNT OF AMOUNT OF SWING LINE NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT - -------------------------- ---------- ---------- JPMORGAN CHASE BANK $100,000,000 $0 270 Park Avenue, 15th Floor New York, New York 10017 Attn: Marybeth Mullen Tel: 212-270-5049 Fax: 212-270-0670 Email: marybeth.mullen@jpmorgan.com STATE STREET BANK AND TRUST CO. $125,000,000 $125,000,000 Lafayette Corporate Center Boston, MA 02211 Attn: John T. Daley Tel: 617-662-2312 Fax: 617-662-2325 Email: jtdaley@statestreet.com CALYON NEW YORK BRANCH $100,000,000 $0 1301 Avenue of The Americas New York, NY 10019-6022 Attn: Sebastian Rocco Tel: 212-261-7360 Fax: 212-261-3438 Email: rocco@clamericas.com LLOYDS TSB BANK PLC $100,000,000 $0 1251 Avenue of The Americas, 39th Floor New York, NY 10020 Attn: Matthew Tuck Tel: 212-930-8967 Fax: 212-930-5098 Email: mtuck@lloydstsb-usa.com BANK OF AMERICA, N.A. $70,000,000 $0 100 Federal Street Boston, MA 02110 Attn: Lawrence C. Bigelow Tel: 617-434-8868 Fax: 617-434-1096 Email: lcbigelow@bkb.com
II-1
AMOUNT OF AMOUNT OF SWING LINE NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT - -------------------------- ---------- ---------- CITIBANK, N.A. $70,000,000 $0 388 Greenwich Street, 22nd Floor New York, NY 10013 Attn: Yoko Otani Tel: 212-816-3885 Fax: 212-793-5904 Email: yoko.otani@citigroup.com HSBC BANK USA, NATIONAL ASSOCIATION $70,000,000 $0 452 Fifth Avenue, Fifth Floor New York, NY 10017 Attn: Scott H. Buitekant Tel: 212-525-2571 Fax: 212-525-2479 Email: scott.h.buitekant@us.hsbc.com SOCIETE GENERALE NEW YORK BRANCH $70,000,000 $0 1221 6th Ave, 11th Floor New York, NY 10020 Attn: Dabney Treacy Tel: 212-278-7174 Fax: 212-278-7569 Email: dabney.treacy@us.socgen.com BANK OF MONTREAL $60,000,000 $0 115 South LaSalle Street, 12th Floor Chicago, IL 60603 Attn: Joseph W. Linder Tel: 312-750-3784 Fax: 312-750-6057 Email: joseph.linder@bmo.com THE ROYAL BANK OF SCOTLAND PLC $60,000,000 $0 101 Park Avenue New York, NY 10178 Attn: Diane Ferguson Tel: 212-401-3737 Fax: 212-401-3456 Email: diane.ferguson@rbos.com
II-2
AMOUNT OF AMOUNT OF SWING LINE NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT - -------------------------- ---------- ---------- BNP PARIBAS $50,000,000 $0 787 Seventh Avenue New York, NY 10019 Attn: Barry K. Chung Tel: 212-841-2989 Fax: 212-841-2533 Email: barry.chung@americas. bnpparibas.com AUSTRALIA AND NEW ZEALAND BANKING GROUP $45,000,000 $0 LIMITED 1177 Avenue of the Americas, 6th Floor New York, NY 10036 Attn: Eileen Murphy Tel: (212) 801-9734 Fax: (212) 556-4833 Email: murphye@anz.com MELLON BANK N.A. $45,000,000 $0 One Mellon Center 500 Grant Street Pittsburgh, PA 15258-0001 Attn: Bart A. Rauluk Tel: 412-234-4371 Fax: 412-236-2650 Email: rauluk.ba@mellon.com NATIONAL AUSTRALIA BANK LTD. $45,000,000 $0 200 Park Avenue, 34th Floor New York, NY 10166 Attention: Richard Reilly Telephone: (212) 916-9620 Facsimile: (212) 986-5252 E-mail: rreilly@nabny.com NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW $45,000,000 $0 YORK BRANCH 1114 Avenue of the Americas New York, NY 10036 Attn: Rebecca Rahe Tel: 212-812-6871 Fax: 212-812-6860 Email: rebecca.rahe@nordlb.com
II-3
AMOUNT OF AMOUNT OF SWING LINE NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT - -------------------------- ---------- ---------- SVENSKA HANDELSBANKEN $45,000,000 $0 875 Third Avenue New York, NY 10022-7218 Attn: H.N. Bacon Tel: 212-326-2726 Fax: 212-326-5151 Email: neba01@handelsbanken.se
II-4 EXHIBIT A ORIGINAL CREDIT AGREEMENT Incorporated herein by reference to Exhibit (b)(1) of the Schedule TO filed by The Korea Fund, Inc. on January 23, 2004. -----END PRIVACY-ENHANCED MESSAGE-----