THE KOREA FUND, INC.
OFFER TO PURCHASE FOR CASH
UP TO 4,966,590 SHARES OF ITS ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK AT 95% OF NET ASSET VALUE PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON
FEBRUARY 23, 2004, UNLESS THE OFFER IS EXTENDED.
THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE OFFER TO
PURCHASE DATED JANUARY 23, 2004 AND IN THE LETTER OF TRANSMITTAL.
To Our Clients:
Enclosed for your consideration is the Offer to Purchase, dated January 23,
2004 (the "Offer to Purchase"), of The Korea Fund, Inc., a 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 4,966,590 shares of its issued and outstanding common stock, par
value $0.01 per share (the "Shares"), for cash at a price equal to 95% of their
net asset value ("NAV") per Share determined as of the close of the regular
trading session of the New York Stock Exchange ("NYSE") on the business day
after the Expiration Date, subject to the terms and conditions set forth in the
Offer. The "Expiration Date" of the Offer is 5:00 p.m. Eastern time on February
23, 2004, unless the Fund, in its sole discretion, shall extend the period the
Offer is open, in which case Expiration Date shall mean the last time and date
the Offer, as so extended by the Fund, shall expire.
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 an amount per
Share equal to 95% of the net asset value per Share as determined as of the
close of the regular trading session of the NYSE on the business day after
the day on which the Offer expires. The current net asset value of the Fund
is calculated daily and may 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).
(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 the
Expiration Date.
(4) No fees or commission will be payable to the Fund in connection
with the Offer. Except as mandated in Instruction 7, "Stock Transfer
Taxes," of the Letter of Transmittal, the Fund will pay any stock transfer
taxes on the purchase of Shares by the Fund pursuant to the Offer. 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.
Very Truly Yours,
THE KOREA FUND, INC.
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INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter, and the enclosed
Offer, dated January 23, 2004, relating to The Korea Fund, Inc. (the "Fund"), to
purchase up to 4,966,590 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:
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Dated:
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
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DAYTIME AREA CODE AND TEL. NO.
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TAXPAYER IDENTIFICATION NO. OR SOCIAL SECURITY NO.
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