corresp
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
BY EDGAR
November 17, 2010
Division of Investment Management
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549-8626
Attn: Ms. Christina L. DiAngelo
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Re: |
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The Korea Fund, Inc.
(File Nos. 033-58941 and 811-04058) |
Dear Ms. DiAngelo:
Reference is made to a teleconference held on Friday, October 22, 2010, at 9:30 a.m., during
which the staff (the Staff) of the Securities and Exchange Commission (the Commission)
delivered comments to The Korea Fund, Inc. (the Fund) relating to certain Edgar filings made by
the Fund on Forms NCSR, N-Q and 40-17G. This letter responds to those comments. The Staff noted
that certain comments require amendments to be filed in the near term, while other comments would
apply to future filings on behalf of the Fund. The responses below provide information regarding
amended filings that have been made prior to filing this response and where applicable, changes
that will be implemented to certain Edgar filings in the future as directed by the Staff.
1. |
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Comment: In reviewing the Funds filing history, the Staff noted that semi-annual
reports are being filed on Form N-CSR. The Staff noted that semi-annual reports should be
filed on Form N-CSRS. |
Response:
The Fund will file its semi-annual reports on Form N-CSRS on a going forward basis.
2. |
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Comment: |
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The Staff noted that the Funds 2009 fidelity bond was not filed on Form 40-17G. |
Response:
The Funds 2009 fidelity bond was filed on Form 40-17G on October 27, 2010. Exhibit 2 to
the October 27, 2010 filing consists of an Action by Written Consent of the Insurance
Committee. The action taken by the Insurance Committee was the extension of the Funds
fidelity bond, directors and officers liability policy and independent directors liability
policy from March 31, 2009 to April 30, 2009. The action of the Insurance Committee
extending the fidelity bond and other insurance coverage through April 30, 2009 was
approved by the full board at a meeting held on April 28, 2009, the minutes of which
were included with the October 27, 2010 filing as Exhibit 3.
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
Securities and Exchange Commission
November 17, 2010
Page 2 of 4
3. |
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Comment: |
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Regarding the Funds accounting report on internal
controls dated June 30, 2008 filed on Form
NSAR-B, the filing is missing the name and address of the Funds independent financial
accounting firm. |
Response:
An amended Form NSAR-B including the name and address of the Funds independent accountants
was filed on October 26, 2010.
4. |
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Comment: |
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The Staff noted the requirements contained in Item 9 of Form NCSR for presenting share
repurchase information in a table format with a footnote that includes the following: (a) the
date the plan or program was announced; (b) the dollar amount (or share or unit amount)
approved; (c) the expiration date (if any) of each plan or program; (d) each plan or program
that has expired during the period covered by the table; and (e) each plan or program the
registrant has determined to terminate prior to expiration, or under which the registrant does
not intend to make further purchases. |
Response:
Going forward, the Fund will present the share repurchase data in the format suggested in
Item 9 of Form NCSR.
5. |
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Comment: |
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The Staff noted that by including the Funds total returns along with the benchmark returns in
the Performance and Statistics section of the stockholder reports, the requirements of Form N-1A
(Item 27(b)(7)(ii)(B)) are triggered thereby requiring disclosure that the returns do not
include the deduction of taxes. |
Response:
The Fund does not believe that Form N-1A governs disclosure for closed-end funds like the
Fund. Rather, disclosure for closed-end funds is governed primarily by Form N-2, which does
not have a requirement similar to Item 27(b)(7)(ii)(B) and does not otherwise require
disclosure that average annual total returns do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares. The Fund
notes that the application of certain N-1A requirements to closed-end funds, as suggested by
the Staffs comment, may lead to confusion among Fund investors. For example, reference to
redemption of fund shares in the context of a closed-end fund could give shareholders the
impression that their shares are redeemable. Consequently, the Fund does not propose to
make changes in response to this comment.
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
Securities and Exchange Commission
November 17, 2010
Page 3 of 4
6. |
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Comment: |
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The Staff requested an explanation of the contingent loss for securities lending on the
Statement of Assets and Liabilities. In addition, the Staff requested that the number of shares
authorized be included with the par value per share in the Statement of Assets and Liabilities. |
Response:
The contingent loss for securities lending listed as a liability on the Funds Statement of
Assets and Liabilities represents the estimated loss from certain Lehman Brothers securities
held in the Funds investment in BNY Institutional Cash Reserves Fund (BNY Fund) at September 12, 2008 relating to the
Funds participation in a Securities Lending Program. In connection with this
investment, BNY Mellon has agreed to support the Lehman securities at 80% of its value on
September 12, 2008 so long as the Fund continues to participate in the Securities Lending
Program through September 2011. The Fund has continued in the Securities Lending
Program, although it reserves the right to discontinue participating at any time. The
liability represents the total cost of the Lehman securities less the fair value of the
security at June 30, 2010. The 80% support provided by BNY Fund
is not being accounted for because the Fund has not committed to invest its securities lending collateral in the BNY Fund through September 2011.
The number of authorized shares will be disclosed on a going forward basis in the Notes to
Financial Statements.
7. |
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Comment: |
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With respect to the Funds N-Q filings, the Staff requested the inclusion of the tax cost and
unrealized appreciation (depreciation) in the Schedule of Investments. |
Response: The Fund will include this information in future filings.
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
Securities and Exchange Commission
November 17, 2010
Page 4 of 4
Tandy Representation
As requested, on behalf of the Fund, we acknowledge that: (i) the Commission is not foreclosed from
taking any action with respect to this filing; (ii) the Commissions staffs review of this filing,
under delegated authority, does not relieve the Fund from its full responsibility for the adequacy
and accuracy of the disclosure in this filing; and (iii) the Fund will not assert the Commissions
staffs review as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States. As indicated in the Commissions June 24, 2004
release regarding the public release of comment letters and responses, you are requesting such
acknowledgements from all companies whose filings are being reviewed, and this request and these
acknowledgements should not be construed as suggesting that there is an inquiry or investigation or
other matter involving the Fund.
*****
Please direct any questions you may have with respect to the foregoing to me (at 212-739-3369)
or to Lawrence Altadonna (at 212-739-3371).
Very truly yours,
/s/ Brian S. Shlissel
Brian S. Shlissel
Managing Director
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cc: |
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Youse Guia
Thomas J. Fuccillo, Esq.
Angela Borreggine, Esq.
Jason E. Brown, Esq. |