OFFER TO REPURCHASE
up to 2,696,734 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.
in Exchange for Portfolio Securities of The Korea Fund, Inc.
THE OFFER TO REPURCHASE WILL EXPIRE AT MIDNIGHT, EASTERN TIME, ON OCTOBER 27, 2006, UNLESS THE OFFER IS EXTENDED.
THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS, INCLUDING THE CONDITIONS LISTED IN THE OFFER TO REPURCHASE DATED SEPTEMBER 29, 2006 AND IN THE LETTER OF TRANSMITTAL DATED SEPTEMBER 29, 2006.
To Our Clients:
Enclosed for your consideration is the Offer to Repurchase, dated September 29, 2006 (the “Offer to Repurchase”), 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, dated September 29, 2006 (which, together with the Offer to Repurchase and any amendments or supplements thereto, collectively constitute the “Offer”), pursuant to which the Fund is offering to repurchase up to 2,696,734 (approximately 10%) of its issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”). As of September 26, 2006, 26,967,347 Shares were outstanding. The offer is to repurchase Shares in exchange for apro rataportion of the Fund’s portfolio securities (other than securities that are not publicly traded, which would need to be registered under the Securities Act of 1933, as amended, or securities regulations applicable in other countries, if distributed in the repurchase, that may not be held other than by Korean holders, or that involve the assumption of contractual obligations or trading restrictions) (the “Portfolio Securities”) held in the Fund’s investment portfolio, subject to adjustment for fractional shares and odd lots, 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 “Repurchase Pricing Date”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Repurchase and the related Letter of Transmittal. The Offer will expire at midnight, Eastern time, on October 27, 2006, unless extended (the “Expiration Date”).
The Offer to Repurchase 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 an amount per Share equal to apro rataportion of the Fund’s Portfolio Securities, subject to adjustment for fractional shares and odd lots, 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 Repurchase 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 repurchase all Shares validly tendered on or prior to midnight, Eastern time, on the Expiration Date.