SC TO-I/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

ISSUER TENDER OFFER STATEMENT

UNDER SECTION 13(e)(1) OF THE

SECURITIES EXCHANGE ACT OF 1934

Amendment No. 1

THE KOREA FUND, INC.

(Name of Subject Company)

THE KOREA FUND, INC.

(Name of Filing Person (Issuer))

COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

500634209

(CUSIP Number of Class of Securities)

Thomas J. Fuccillo, Secretary

Allianz Global Investors U.S. LLC

1633 Broadway

New York, New York 10019

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of Filing Person)

Copies to:

David C. Sullivan, Esq.

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

CALCULATION OF FILING FEE

TRANSACTION VALUATION	AMOUNT OF FILING FEE:
$28,257,538.54(a)	$3,275.05(b)

(a) The transaction value was calculated by multiplying 653,807 Common Shares of The Korea Fund, Inc. by $43.22, (98% of Net Asset Value per share) as of the close of ordinary trading on the New York Stock Exchange on May 23, 2017.

(b) Calculated at $115.90 per $1,000,000 of the Transaction Valuation.

☒ 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: $3,076.52

Form or Registration No.: Schedule TO

Filing Party: The Korea Fund, Inc.

Date Filed: April 26, 2017

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ 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:  ☐

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on the Schedule TO initially filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2017 by The Korea Fund, Inc., a non-diversified, closed-end management investment company organized as a Maryland Corporation (the “Fund”), pursuant to Rule 13e-4 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Fund’s offer to purchase for cash up to 653,807 shares of the Fund’s issued and outstanding common shares of beneficial interest, par value $0.01 per share, upon the terms and subject to conditions contained in the Offer to Purchase dated April 26, 2017 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”, which together with the Offer to Purchase and any amendments or supplements to either or both, constitute the “Offer”), at a purchase price equal to 98% of the Fund’s net asset value per share (“NAV”) determined as of May 23, 2017 at the close of ordinary trading on the New York Stock Exchange.

This Amendment No. 1 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act.

The information in the Offer to Purchase and the Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment No. 1 in answer to Items 1 through 9 and Item 11 of the Schedule TO.

ITEM 10. FINANCIAL STATEMENTS.

Not applicable.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(5)(iii) Press Release dated May 24, 2017.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

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.

/s/ Thomas J. Fuccillo

Thomas J. Fuccillo

Secretary and Chief Legal Officer

May 24, 2017

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
(a)(1)(i)	Letter to Shareholders from the Chairman of the Board of Directors of the Fund and Offer to Purchase.1
(a)(1)(ii)	Letter of Transmittal.1
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.1
(a)(1)(iv)	Letter to Clients and Client Instruction Form.1
(a)(1)(v)	Notice of Guaranteed Delivery.1
(a)(1)(vi)	Notice of Withdrawal.1
(a)(5)(i)	Press Release dated April 18, 2017.2
(a)(5)(ii)	Press Release dated April 26, 2017.1
(a)(5)(iii)	Press Release dated May 24, 2017 – filed herewith
(d)(1)	Depositary Agreement between the Fund and American Stock Transfer & Trust Company LLC. 1
(d)(2)	Information Agent Engagement Letter between the Fund and AST Fund Solutions, LLC. 1
(d)(3)	Investment Management Agreement with Allianz Global Investors U.S. LLC dated April 1, 20131
(d)(4)	Transfer Agency and Service Agreement with American Stock Transfer & Trust Company, LLC dated August 4, 2015.1
(d)(5)	Custodian Agreement with State Street Bank and Trust Company dated January 31, 2013.1

¹  Previously filed on Schedule TO via EDGAR on April 26, 2017 and incorporated herein by reference.

²  Previously filed on Schedule TO via EDGAR on April 19, 2017 and incorporated herein by reference.

EX-99.(A)(5)(III)

Press Release

Contact: The Korea Fund, Inc.

Financial Advisors: (800) 926-4456

Stockholders: (800) 254-5197

Media Relations: (212) 739-3505

Julian Reid (Chairman of the Board) +44-7768 068 200

The Korea Fund, Inc. Announces Preliminary Results of Tender Offer

NEW YORK, May 24, 2017 (BUSINESS WIRE) – The Board of Directors (the “Board”) of The Korea Fund, Inc. (the “Fund”) (NYSE: KF) today announced the preliminary results of its tender offer.

As previously announced, the Fund conducted a tender offer to purchase for cash up to 10% of its issued and outstanding common stock, at a price equal to 98% of its net asset value (“NAV”) per share determined on the expiration date. The Fund’s tender offer expired at 5:00 p.m. New York City time, on Tuesday, May 23, 2017.

Based on preliminary information provided by American Stock Transfer & Trust Company, LLC (“AST”), the depositary for the tender offer, 4,595,127 common shares, or approximately 70.28% of the Fund’s common shares outstanding, were tendered. The Fund has accepted 653,807 (the “Offer Amount”) of its common shares for cash payment at a price equal to $43.22 per share. This purchase price is 98% of the Fund’s NAV of $44.10 as of the close of regular trading on the New York Stock Exchange (“NYSE”) on May 23, 2017, the pricing date stated in the Offer to Purchase.

These figures do not include shares tendered through notice of guaranteed delivery. The Fund currently expects to announce the final results of the tender offer on or about Tuesday, May 30, 2017.

Due to the fact that the total number of shares tendered exceeded the number of shares the Fund offered to purchase, the Fund will purchase the maximum percentage of its outstanding shares on a pro-rata basis in accordance with the terms and conditions of the Offer to Purchase.

The Fund will purchase the common shares that it has accepted for payment as promptly as possible. Stockholders may obtain further information regarding the Tender Offer from AST Fund Solutions, the Fund’s Information Agent for the Tender Offer, at (800) 290-6427.

*********

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.”

Allianz Global Investors U.S. LLC is the Fund’s investment manager. Investment in closed-end funds involves risks. Additional risks are associated with international investing, such as currency fluctuation, government regulations, economic changes 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 U.S. market. Additionally, this Fund

focuses its investments in certain geographical regions, thereby increasing its vulnerability to developments in that region. All of these factors potentially subject the Fund’s shares to greater price volatility. The NAV of the Fund will fluctuate with the value of the underlying securities. Closed-end funds trade on their market value, not NAV, and closed-end funds often trade at a discount to their NAV.

The Fund’s daily New York Stock Exchange closing market price and NAV per share, as well as other information, including updated portfolio statistics and performance are available at www.thekoreafund.com or by calling the Fund’s stockholder servicing agent at (800) 254-5197.

Statements made in this release that look forward in time involve risks and uncertainties and are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets or a decline in the Fund’s performance, a general downturn in the economy, competition from other companies, changes in government policy or regulation, inability to attract or retain key employees, inability to implement its operating strategy and/or acquisition strategy, and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations.

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.

[END]