EX-99.2E DIV REIN PL

THE KOREA FUND, INC.

TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT
PLAN
      Holders of common shares of beneficial interest (the "Common
Shares") of The Korea Fund, Inc., (the "Fund"), whose Common Shares are
registered with the Agent (as defined below) (the "Registered Common
Shareholders" or "Shareholders"), will automatically be enrolled (those so
enrolled, the "Participants") in the Fund's Dividend Reinvestment Plan (the
"Plan") and are advised as follows with respect to the Fund:

      1.  THE PLAN AGENT.    American Stock Transfer & Trust
Company, LLC (the "Agent") will act as Agent for each Participant.  The
Agent will open an account for each Participant under the Plan with respect
to the Fund in the same name in which his or her outstanding Common
Shares of the Fund are registered with the Agent.

      2.  AUTOMATIC REINVESTMENT FOR PARTICIPANTS /
CASH OPTION ELECTION.  On behalf of each Participant, the Agent will
automatically reinvest each Fund's distributions of income, capital gains
and returns of capital (together, "Distributions") in Common Shares as
described herein as of the first record date for a Distribution by the Fund to
shareholders following the date on which the Participant becomes a
shareholder of record of the Fund.  In accordance with the foregoing, each
Registered Common Shareholder will have all Distributions on his or her
Common Shares automatically reinvested in additional Common Shares,
unless such Shareholder elects to not be a Participant in the Plan and to
receive such Distributions in cash.  Registered Common Shareholders who
wish to receive Distributions in cash, whether following his or her initial
purchase of Common Shares or after having been a Participant in the Plan
for some period, should so notify the Agent online at www.amstock.com  ,
by calling (800) 254-5197, by writing to the Agent at P.O. Box 922, Wall
Street Station, New York, NY 10269-0560, or, as applicable, by completing
and returning the transaction form attached to each Plan statement, as
specified and in accordance with Section 13. hereof.

      3.  MARKET PREMIUM ISSUANCES.  With respect to each
Participant, if on the payment date for a Distribution, the net asset value per
Common Share of the Fund is equal to or less than the market price per
Common Share plus estimated brokerage commissions, the Agent shall
cause the Distribution to be invested by receiving newly issued Common
Shares ("Additional Common Shares"), including fractions, from the Fund
for each Participant's account.  The number of Additional Common Shares
to be credited shall be determined by dividing the dollar amount of the
Distribution by the greater of (i) the net asset value per Common Share on
the payment date, or (ii) 95% of the market price per Common Share on the
payment date.

      4.  MARKET DISCOUNT PURCHASES.  With respect to each
Participant, and except as provided below, if the net asset value per
Common Share of the Fund exceeds the market price per Common Share
plus estimated brokerage commissions on the payment date for a
Distribution, the Agent (or a broker-dealer selected by the Agent) shall
endeavor to apply the amount of such Distribution on such Participant's
Common Shares to purchase Common Shares of the Fund on the open
market.  Such market purchases will commence on or shortly after the
payment date for such Distribution and the Agent shall complete such
purchases not more than thirty (30) calendar days after such Distribution
payment date, except where temporary curtailment or suspension of
purchase is necessary to comply with applicable provisions of federal
securities laws.  If the Agent is unable to invest the full amount of a
Distribution through open market purchases pursuant to this Section 4. or, if
before the Agent has completed the open market purchases, the market
price per Common Share of the Fund plus estimated brokerage
commissions exceeds the net asset value per Common Share as of the last
business day immediately prior to the purchase date (the "prior business
day"), the Agent shall cause the remainder of the Distribution to be invested
by receiving Additional Common Shares, including fractions, from the
Fund for each Participant's account, the number of which shall be
determined by dividing the dollar amount of the remainder (i.e., the
uninvested portion) of the Distribution by the greater of (i) the net asset
value per Common Share on the prior business day, or (ii) 95% of the
market price per Common Share on the prior business day (which, in either
case, may be a price greater or lesser than the net asset value per Common
Share on the payment date for the applicable Distribution).  Participants
should note that they will not be able to instruct the Agent to purchase
Common Shares at a specific time or at a specific price.  Open-market
purchases may be made on any securities exchange where Common Shares
are traded, in the over-the-counter market or in negotiated transactions, and
may be on such terms as to price, delivery and otherwise as the Agent shall
determine.

      The Agent may commingle all Participants' amounts to be used for
open market purchases of the Fund's Common Shares.  The weighted
average price (including brokerage commissions) of all Common Shares
purchased on the open market by the Agent as Agent and/or issued by the
Fund pursuant to Section 3 shall be the price per Common Share allocable
to each Participant.

      5.  VALUATION.  The market price of Common Shares of a Fund
on a particular date shall be the last sales price on the securities exchange
where the Common Shares are listed on that date (the "Exchange"), or, if
there is no sale on such Exchange on that date, then the mean between the
closing bid and asked quotations on such Exchange on such date will be
used.  The net asset value per Common Share on a particular date shall be
the amount calculated on that date (or if not calculated on such date, the
amount most recently calculated) by or on behalf of the Fund in accordance
with the Fund's current policies.

      6.  SAFEKEEPING.  In order to protect against loss, theft or
destruction, if Participants hold Common Shares registered in their own
names in certificate form, Participants may deposit such Common Shares
into their Plan accounts.  Certificates, along with a letter of instruction,
should be sent to the Agent by registered mail, insured for 2% of their
market value.  Participants should not endorse their certificates.  There are
no fees for this service.

      7.  TAXATION.  The automatic reinvestment of Distributions does
not relieve Participants of any taxes which may be payable on Distributions.
Participants will receive tax information annually for their personal records
and to help them prepare their federal income tax return.  For further
information as to tax consequences of participation in the Plan, Participants
should consult with their own tax advisors.

      8.  LIABILITY OF AGENT.  The Agent shall at all times act in
good faith and agrees to use its best efforts within reasonable limits to
ensure the accuracy of all services performed under these terms and
conditions and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to errors unless
such error is caused by the Agent's negligence, bad faith, or willful
misconduct or that of its employees.  Each Participant's uninvested funds
held by the Agent will not bear interest.  The Agent shall have no liability
in connection with any inability to purchase or sell Common Shares within
the time period specified herein, or with the timing of any purchases or
sales effected.  The Agent shall have no responsibility for the value of
Common Shares acquired.  The Agent may commingle Participants' funds.

      9.  RECORDKEEPING.  The Agent may hold each Participant's
Common Shares acquired pursuant to the Plan together with the Common
Shares of other Registered Common Shareholders of the Fund acquired
pursuant to the Plan in non-certificated form in the Agent's name or that of
the Agent's nominee.  Distributions on fractional shares will be credited to
each Participant's account.  Each Participant will be sent a confirmation by
the Agent of each acquisition made for his or her account as soon as
practicable, but in no event later than sixty (60) calendar days, after the date
thereof.  For Funds that issue share certificates, upon a Participant's
request, the Agent will deliver to the Participant, without charge, a
certificate or certificates for the full Common Shares.  Although each
Participant may from time to time have an undivided fractional interest
(computed to three decimal places) in a Common Share of the Fund, no
certificates for a fractional share will be issued.  For Funds that issue share
certificates, Participants may request a certificate online at
www.amstock.com, by calling the Agent at (800) 254-5197, by writing to
the Agent at P.O. Box 922, Wall Street Station, New York, NY 10269-
0560, or by completing and returning the transaction form attached to each
Plan statement.  The Agent will issue certificates as soon as possible but in
no event more than five (5) business days after receipt of a Participant's
request.  Similarly, Participants may request to sell a portion of the
Common Shares held by the Agent in their Plan accounts online, by calling
the Agent, by writing to the Agent, or by completing and returning the
transaction form attached to each Plan statement as specified above.  The
Agent will sell such Common Shares through a broker-dealer selected by
the Agent within five (5) business days of receipt of the request assuming
the relevant markets are open and sufficient market liquidity exists (and
except where deferral of the sale is required under applicable federal or
state laws or regulations).  The sale price, which will not be determined
until such time as the broker-dealer completes the sale, will equal the
weighted average price of all Common Shares sold through the Plan on the
day of the sale, less a transaction fee and brokerage commissions.
Participants should note that the Agent is unable to accept instructions to
sell on a specific date or at a specific price.  As an alternative to selling
Common Shares through the Agent, a Participant may request that the
Agent electronically transfer his or her Common Shares to his or her
brokerage account in applicable circumstances.   Any share dividends or
split shares distributed by the Fund on Common Shares held by the Agent
for Participants will be credited to their accounts.  In the event that the Fund
makes available to its Common Shareholders rights to purchase additional
Common Shares, the Common Shares held for each Participant under the
Plan will be added to other Common Shares held by the Participant in
calculating the number of rights to be issued to each Participant.

      10.  PROXY MATERIALS.  The Agent will forward to each
Participant any proxy solicitation material it receives with respect to the
Common Shares in the Participant's Plan account.  The Agent will vote any
Common Shares held for a Participant first in accordance with the
instructions set forth on proxies returned by such Participant to the Fund,
and then with respect to any proxies not returned by such Participant to the
Fund, in the same proportion as the Agent votes the proxies returned by the
Participants to the Fund.

      11.  BROKERS, NOMINEE HOLDERS, ETC.  In the case of
Registered Common Shareholders such as a broker, bank or other nominee
that holds Common Shares for others who are the beneficial owners, the
Agent will administer the Plan on the basis of the number of Common
Shares certified by the nominee/record shareholder as representing the total
amount registered in such shareholder's name and held for the account of
beneficial owners who are to participate in the Plan.  If a beneficial owner's
broker, bank or other nominee who is the record shareholder for the
beneficial owner's Common Shares is not a Registered Common
Shareholder (i.e., the Common Shares are not registered with the Agent),
neither the nominee nor the beneficial owner will be a Participant under the
Plan and have Distributions automatically reinvested by the Agent
(although the broker, bank or other nominee may offer other dividend
reinvestment programs independent from this Plan).   If a beneficial owner
of Common Shares wishes to participate in the Plan, but his or her broker,
bank or other nominee is unable or unwilling to become a Registered
Common Shareholder and a Participant on behalf of the beneficial owner,
the beneficial owner may request that the broker, bank or other nominee
arrange to have all or a portion of his or her Common Shares re-registered
with the Agent in the name of the beneficial owner, such that the beneficial
owner becomes a Registered Common Shareholder and, as such, would be
enrolled as a Participant in the Plan unless he or she elects otherwise in
accordance with the terms hereof.  Participants whose Common Shares are
registered in the name of one nominee firm may not be able to transfer the
Common Shares to another nominee firm and continue to participate in the
Plan.

      12.  FEES.  The Agent's service fee for handling Distributions will
be paid by the Fund.  Each Participant will be charged his or her pro rata
share of brokerage commissions on all open-market purchases.  If a
Participant elects to have the Agent sell part or all of his or her Common
Shares and remit the proceeds, such Participant will be charged a
transaction fee plus his or her pro rata share of brokerage commissions.
The Participant will not be charged any other fees for this service.

      13.  TERMINATION IN THE PLAN / NOTIFICATION OF
ELECTION TO RECEIVE CASH DISTRIBUTIONS.  Each Registered
Common Shareholder may elect to receive Distributions from a Fund in
cash and, if a Participant in the Plan, to disenroll from and terminate his or
her account under the Plan, by notifying the Agent online at
www.amstock.com, in writing at P.O. Box 922, Wall Street Station, New
York, NY 10269-0560, by calling the Agent at [(800) 254-5197], or by
completing and returning the transaction form attached to each Plan
statement.  Any such written notification must be in proper order and duly
executed by the Participant and any notification online or by telephone
must be in accordance with such reasonable requirements as the Agent and
the Fund may agree.  Any such notification will be effective immediately if
proper notice is received by the Agent at least three (3) calendar days prior
to the record date for the Fund's next Distribution, in which case it will
apply to such Distribution; otherwise, the Fund's next Distribution will be
reinvested and the notification will be effective and will apply with respect
to the Fund's subsequent Distributions thereafter.  The Plan may be
terminated for a Fund by the Agent or the Fund upon notice in writing
mailed to each Participant at least thirty (30) calendar days prior to the
effective date of the termination.  Upon any termination, the Agent will
arrange to deposit all full Common Shares held for each Participant into his
or her account, where they will be held in book-entry by the Agent.  A cash
adjustment will be made for any fraction of a Common Share at the then
current market value of the Common Shares to be delivered to him or her
without charge.  If preferred, a Participant may request the sale of all full
and fractional Common Shares held by the Agent in his or her Plan account
in order to terminate participation in the Plan in accordance with Section 9
hereof.  If a Participant has terminated his or her participation in the Plan
but continues to have Common Shares registered in his or her name with
the Agent, he or she may re-enroll in the Plan at any time by calling the
Agent at (800) 254-5197.

      14.  AMENDMENT OF THE PLAN.  These terms and conditions
may be amended by the Agent or the Fund at any time but, except when
necessary or appropriate to comply with applicable law or the rules or
policies of the Securities and Exchange Commission or any other regulatory
authority, only by mailing to each Participant appropriate written notice at
least thirty (30) calendar days prior to the effective date thereof.  The
amendment shall be deemed to be accepted by each Participant unless, prior
to the effective date thereof, the Agent receives notice of the termination of
the Participant's account under the Plan.  Any such amendment may
include an appointment by the Agent of a successor Agent, subject to the
prior written approval of the successor Agent by the Fund.  Upon any such
appointment of a successor Agent for the purpose of receiving distributions,
the Fund will be authorized to pay to such successor Agent, for each
Participant's account, all Distributions payable on Common Shares of the
Fund held in the Participant's name or under the Plan for retention or
application by such successor Agent as provided in these terms and
conditions.

      15.  APPLICABLE LAW.  These terms and conditions shall be
governed by the laws of The Commonwealth of Massachusetts.

EX-99.77C VOTES

Annual Stockholder Meeting Results:

The Fund held its annual meeting of stockholders on October 31, 2012.
Stockholders voted as indicated below:

                                        Affirmative    Against          Abstain
Election of Joseph T. Grause, Jr.
Class I to serve until 2013              7,783,105     129,699           38,864
Election of Christopher B. Brader
Class II to serve until 2014             7,786,431     126,687           38,550
Election of Marran H. Ogilvie
Class III to serve until 2015            7,713,777     198,944           38,947
Re-election of Richard A. Silver
Class III to serve until 2015            7,813,059     100,756           37,853

Mr. Julian Reid, continues to serve as a Director of the Fund.