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<SEC-DOCUMENT>0000088053-01-500461.txt : 20010829
<SEC-HEADER>0000088053-01-500461.hdr.sgml : 20010829
ACCESSION NUMBER:		0000088053-01-500461
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010824
FILED AS OF DATE:		20010828

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KOREA FUND INC
		CENTRAL INDEX KEY:			0000748691
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				133226146
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-04058
		FILM NUMBER:		1725247

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVE
		STREET 2:		C/O SCUDDER STEVENS & CLARK INC
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
		BUSINESS PHONE:		6173305464
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>px-kor.txt
<DESCRIPTION>PROXY
<TEXT>

                                  SCHEDULE 14A
                                 (RULE 14A-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(A) of the Securities
                    Exchange Act of 1934 (Amendment No.__ )

Filed by the Registrant    [X]
Filed by a Party other than the Registrant  [  ]

Check the appropriate box:
[  ]    Preliminary Proxy Statement         [  ]  Confidential, for Use of the
                                                  Commission Only (as
[X]     Definitive Proxy Statement                permitted by Rule 14a-6(e)(2))
[  ]    Definitive additional materials
[  ]    Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                              THE KOREA FUND, INC.

                (Name of Registrant as Specified in Its Charter)

                   (Name of Person(s) Filing Proxy Statement,
                         if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X]     No fee required.
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)     Title of each class of securities to which transaction applies:

(2)     Aggregate number of securities to which transaction applies:

(3)     Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):

(4)     Proposed maximum aggregate value of transaction:

(5)     Total fee paid:

[ ]     Fee paid previously with preliminary materials:

[ ]     Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identity the filing for which the offsetting fee was
        paid previously. Identify the previous filing by registration statement
        number, or the form or schedule and the date of its filing.

(1)     Amount previously paid:

(2)     Form, Schedule or Registration Statement no.:

(3)     Filing Party:

(4)      Date Filed:


<PAGE>

[LOGO]                                                           345 Park Avenue
                                                        New York, New York 10154
                                                                  (800) 349-4281

The Korea Fund, Inc.                                             August 24, 2001
- --------------------------------------------------------------------------------

To the Stockholders:

The Annual Meeting of Stockholders of The Korea Fund, Inc. (the "Fund") is to be
held at 1:45 p.m., Seoul, Korea time, on Wednesday, October 3, 2001, at the
offices of Zurich Scudder Investments Korea Limited, 8th Floor, Young Poong
Building, 33, Seorin-Dong, Chongro-Gu, Seoul, 110-752, Korea. Stockholders who
are unable to attend this meeting are strongly encouraged to vote by proxy,
which is customary in corporate meetings of this kind. A Proxy Statement
regarding the meeting, a proxy card for your vote at the meeting and an envelope
- -- postage prepaid -- in which to return your proxy card are enclosed.

At the Annual Meeting, the stockholders will elect three Directors. In addition,
the stockholders present will hear a report on the Fund. There will be an
opportunity to discuss matters of interest to you as a stockholder.

Your Fund's Directors recommend that you vote in favor of each of the three
nominees for Directors.

Respectfully,

/s/Nicholas Bratt                                      /s/Juris Padegs

Nicholas Bratt                                         Juris Padegs
President                                              Chairman of the Board





- --------------------------------------------------------------------------------
STOCKHOLDERS  ARE  URGED TO SIGN  THE  PROXY  CARD  AND MAIL IT IN THE  ENCLOSED
POSTAGE-PREPAID  ENVELOPE  SO AS TO  ENSURE A  QUORUM  AT THE  MEETING.  THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
- --------------------------------------------------------------------------------

<PAGE>

                              THE KOREA FUND, INC.

                    Notice of Annual Meeting of Stockholders

To the Stockholders of

The Korea Fund, Inc.:

Please take notice that the Annual Meeting of Stockholders of The Korea Fund,
Inc. (the "Fund") has been called to be held at the offices of Zurich Scudder
Investments Korea Limited, 8th Floor, Young Poong Building, 33, Seorin-Dong,
Chongro-Gu, Seoul, 110-752, Korea, on Wednesday, October 3, 2001 at 1:45 p.m.,
Seoul, Korea time, for the following purpose:

        To elect three Directors of the Fund to hold office for a term of three
        years or until their respective successors shall have been duly elected
        and qualified.

The appointed proxies will vote in their discretion on any other business as may
properly come before the meeting or any adjournments or postponements thereof.

Holders of record of the shares of common stock of the Fund at the close of
business on August 3, 2001 are entitled to vote at the meeting or any
adjournments or postponements thereof.

By order of the Board of Directors,


/s/John Millette


John Millette,
Secretary

August 24, 2001








- --------------------------------------------------------------------------------
IMPORTANT -- We urge you to sign and date the enclosed  proxy card and return it
in the enclosed addressed envelope which requires no postage and is intended for
your  convenience.  Your prompt  return of the enclosed  proxy card may save the
Fund the  necessity and expense of further  solicitations  to ensure a quorum at
the Annual  Meeting.  If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
- --------------------------------------------------------------------------------


                                       2
<PAGE>

                                PROXY STATEMENT

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of The Korea Fund, Inc. (the "Fund") for use at the
Annual Meeting of Stockholders, to be held at the offices of Zurich Scudder
Investments Korea Limited ("Zurich Scudder Korea") 8th Floor, Young Poong
Building, 33, Seorin-Dong, Chongro-Gu, Seoul, 110-752, Korea, on Wednesday,
October 3, 2001 at 1:45 p.m., Seoul, Korea time, and at any adjournments or
postponements thereof (collectively, the "Meeting").

This Proxy Statement, the Notice of Annual Meeting and the proxy card are first
being mailed to stockholders on or about August 24, 2001 or as soon as
practicable thereafter. Any stockholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Fund, 345 Park Avenue, New York, New York 10154) or in person at the Meeting by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made, for the three
nominees referred to in the Proxy Statement.

The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.

Abstentions and broker non-votes will not be counted in favor of, but will have
no other effect on, the vote for the proposal, which requires the approval of a
majority of the shares present in person or by proxy at the Meeting.

Holders of record of the common stock of the Fund at the close of business on
August 3, 2001 (the "Record Date") will be entitled to one vote per share on all
business of the Meeting and any adjournments thereof. There were 49,933,902
shares of common stock outstanding on the Record Date.

The Fund provides periodic reports to all stockholders which highlight relevant
information including investment results and a review of portfolio changes. You
may receive an additional copy of the annual report for the fiscal year ended
June 30, 2001 and a copy of the semiannual report for the six-month period ended
December 31, 2000, without charge, by calling 800-349-4281 or 800-294-4366 or
writing the Fund at 345 Park Avenue, New York, New York 10154.

                                       3
<PAGE>

PROPOSAL: ELECTION OF DIRECTORS

Persons named in the accompanying proxy card intend, in the absence of contrary
instructions, to vote all proxies in favor of the election of the three nominees
listed below as Directors of the Fund to serve for a term of three years, or
until their successors are duly elected and qualified. All nominees have
consented to stand for election and to serve if elected. If any such nominee
should be unable to serve, an event not now anticipated, the proxies will be
voted for such person, if any, as shall be designated by the Board of Directors
to replace any such nominee.

Information Concerning Nominees

The following table sets forth certain information concerning each of the three
nominees as a Director of the Fund. Each of the nominees is now a Director of
the Fund. Unless otherwise noted, each of the nominees has engaged in the
principal occupation listed in the following table for more than five years, but
not necessarily in the same capacity. For election of Directors at the Meeting,
the Board of Directors has approved the nomination of the individuals listed
below.

Class I -- Nominees to serve until 2004 Annual Meeting of Stockholders:

<TABLE>
<CAPTION>
                         Present Office with the
                         Fund, if any; Principal              Dollar Range    Aggregate Dollar Range of
                         Occupation or                        of Equity       Equity Securities in All
                         Employment and           Year        Securities in   Registered Investment
Name (Age)               Directorships            First       the Fund as of  Companies Overseen by Director
Address                  in Publicly Held         Became a    June 30,        in Family of Investment
Interested Director      Companies                Director    2001^(1)        Companies as of June 30, 2001^(1)
- --------------------------------------------------------------------------------------------------------------
<S>                      <C>                      <C>        <C>             <C>
                         President; Managing      1999       Over $100,000   Over $100,000
                         Director of Zurich
                         Scudder Investments
                         Inc. ("Zurich Scudder"
                         or the "Investment
                         Manager"); Director,
                         Korea Society (private
                         society). Mr. Bratt
                         serves on the boards of
                         certain other funds
                         managed by Zurich
Nicholas Bratt (53)*+    Scudder.
c/o Zurich Scudder
Investments, Inc.
345 Park Avenue
New York, NY 10154


                                       4
<PAGE>

                         Present Office with the
                         Fund, if any; Principal              Dollar Range    Aggregate Dollar Range of
                         Occupation or                        of Equity       Equity Securities in All
                         Employment and           Year        Securities in   Registered Investment
Name (Age)               Directorships            First       the Fund as of  Companies Overseen by Director
Address                  in Publicly Held         Became a    June 30,        in Family of Investment
Interested Director      Companies                Director    2001^(1)        Companies as of June 30, 2001^(1)
- --------------------------------------------------------------------------------------------------------------

                         Chairman of the Board;   1991       $10,001-        Over $100,000
                         Advisory Managing                   $50,000
                         Director of Zurich
                         Scudder. Mr. Padegs
                         serves on the boards of
                         certain other funds
                         managed by Zurich
                         Scudder.

Juris Padegs (69)*+
c/o Zurich Scudder
Investments, Inc.
345 Park Avenue
New York, NY 10154

- -------------------------------------------------------------------------------------------------------------
                         Present Office with the
                         Fund, if any; Principal              Dollar Range    Aggregate Dollar Range of
                         Occupation or                        of Equity       Equity Securities in All
                         Employment and           Year        Securities in   Registered Investment
Name (Age)               Directorships            First       the Fund as of  Companies Overseen by Director
Address                  in Publicly Held         Became a    June 30,        in Family of Investment
Interested Director      Companies                Director    2001^(1)        Companies as of June 30, 2001^(1)
- --------------------------------------------------------------------------------------------------------------

                         Vice President, Council  2001++      None            $1-$10,000
                         of the Americas; Vice
                         President, Americas
                         Society; Director,
                         Valero Energy Corp. Dr.
                         Purcell serves on the
                         boards of certain other
                         funds managed by Zurich
                         Scudder.

Susan Kaufman
Purcell (59)
c/o Zurich Scudder
Investments, Inc.
345 Park Avenue
New York, NY 10154
- -------------------------------------------------------------------------------------------------------------

                                       5
<PAGE>

Information Concerning Continuing Directors

The Board of Directors is divided into three classes with each Director serving
for a term of three years. The terms of Classes II and III Directors do not
expire this year. The following table sets forth certain information regarding
the Directors in such classes. Unless otherwise noted, each Director has engaged
in the principal occupation listed in the following table for more than five
years, but not necessarily in the same capacity.

Class II -- Directors to serve until 2002 Annual Meeting of Stockholders:

                         Present Office with the
                         Fund, if any; Principal              Dollar Range    Aggregate Dollar Range of
                         Occupation or                        of Equity       Equity Securities in All
                         Employment and           Year        Securities in   Registered Investment
Name (Age)               Directorships            First       the Fund as of  Companies Overseen by Director
Address                  in Publicly Held         Became a    June 30,        in Family of Investment
Interested Director      Companies                Director    2001^(1)        Companies as of June 30, 2001^(1)
- --------------------------------------------------------------------------------------------------------------

                         Retired Vice            1996        $10,001-        $50,001-$100,000
                         Chairman, Chemical                  $50,000
                         Banking Corporation;
                         Director, ARAMARK
                         Corporation, and
                         Omnicom Group, Inc.;
                         Member, Council on
                         Foreign Relations;
                         Managing Director,
                         Metropolitan Opera
                         Association;
                         Previously Visiting
                         Professor/Executive-
Robert J. Callander (70) in-Residence,
c/o Zurich Scudder       Columbia University
Investments, Inc.        Business School;
345 Park Avenue          Formerly, Director,
New York, NY 10154       Barnes Group, Inc.
                         (until April 2001).
                         Mr. Callander serves
                         on the boards of
                         certain other funds
                         managed by Zurich
                         Scudder.
- --------------------------------------------------------------------------------------------------------------

                                       6
<PAGE>

Class II -- Directors to serve until 2002 Annual Meeting of Stockholders:

                         Present Office with the
                         Fund, if any; Principal              Dollar Range    Aggregate Dollar Range of
                         Occupation or                        of Equity       Equity Securities in All
                         Employment and           Year        Securities in   Registered Investment
Name (Age)               Directorships            First       the Fund as of  Companies Overseen by Director
Address                  in Publicly Held         Became a    June 30,        in Family of Investment
Interested Director      Companies                Director    2001^(1)        Companies as of June 30, 2001^(1)
- --------------------------------------------------------------------------------------------------------------

                         Chairman and             2001++      None            $50,001-$100,000
                         President, United
                         Nations Association
                         of the United States
                         of America;
                         Director, IDEX
                         Corporation (liquid
                         handling equipment
                         manufacturer),
                         Wickes Lumber
                         Company (building
                         materials), American
                         Online Latin
                         America, The Eurasia
                         Foundation, The
William H. Luers (72)    Gilman Foundation
c/o Zurich Scudder       and School of
Investments, Inc.        International and
345 Park Avenue          Public Affairs,
New York, NY 10154       Columbia University;
                         Member, Advisory
                         Board, The Trust for
                         Mutual
                         Understanding;
                         Member, Executive
                         Committee and Board
                         of Directors,
                         Institute for
                         East-West Studies;
                         formerly, President,
                         Metropolitan Museum
                         of Art (1986- 1999)
                         (retired), Director,
                         StoryFirst
                         Communications, Inc.
                         (owns television and
                         radio stations in
                         Russia and Ukraine)
                         (1996-1999). Mr.
                         Luers serves on the
                         boards of certain
                         other funds managed
                         by Zurich Scudder.
- --------------------------------------------------------------------------------------------------------------

                                       7
<PAGE>

Class II -- Directors to serve until 2002 Annual Meeting of Stockholders:

                         Present Office with the
                         Fund, if any; Principal              Dollar Range    Aggregate Dollar Range of
                         Occupation or                        of Equity       Equity Securities in All
                         Employment and           Year        Securities in   Registered Investment
Name (Age)               Directorships            First       the Fund as of  Companies Overseen by Director
Address                  in Publicly Held         Became a    June 30,        in Family of Investment
Interested Director      Companies                Director    2001^(1)        Companies as of June 30, 2001^(1)
- --------------------------------------------------------------------------------------------------------------

                         Professor (formerly      1994^(2)    None            None
                         Dean, 1999-2001),
                         College of Business
                         Administration,
                         Seoul National
                         University, Seoul,
                         Korea; Visiting
                         Professor of London
                         Business School
                         (1997-98);
                         President, Korea
                         Securities & Economy
Kesop Yun (56)           Institute (1994-95)
c/o Zurich Scudder       and Korea Tax
Investments, Inc.        Association
345 Park Avenue          (1994-95). Mr. Yun
New York, NY 10154       serves on the boards
                         of certain other
                         funds managed by
                         Zurich Scudder.
- -------------------------------------------------------------------------------------------------------------


                                       8
<PAGE>

Class III -- Directors to serve until 2003 Annual Meeting of Stockholders:

                         Present Office with the
                         Fund, if any; Principal              Dollar Range    Aggregate Dollar Range of
                         Occupation or                        of Equity       Equity Securities in All
                         Employment and           Year        Securities in   Registered Investment
Name (Age)               Directorships            First       the Fund as of  Companies Overseen by Director
Address                  in Publicly Held         Became a    June 30,        in Family of Investment
Interested Director      Companies                Director    2001^(1)        Companies as of June 30, 2001^(1)
- --------------------------------------------------------------------------------------------------------------

                         Clinical Professor of    2000        $10,001-        $50,001-$100,000
                         Finance, Stern School                $50,000
                         of Business, New York
                         University; previously,
                         Managing Director, J.P.
                         Morgan (investment banking
                         firm) (until 1996). Mr.
                         Froewiss serves on the
                         boards of certain other
                         funds managed by
Kenneth C. Froewiss      Zurich Scudder.
(55)
c/o Zurich Scudder
Investments, Inc.
345 Park Avenue
New York, NY 10154

                         Director and Chief       2000        $50,001-        Over $100,000
                         Executive Officer, IMF               $100,000
                         Editora Ltda.
                         (financial publisher);
                         Director, Brazilian
                         Association of
                         Securities Analysts
                         (ABAMEC-Brazil) and
                         Board of Association of
                         Certified International
                         Investment Analysts
Ronaldo A. da Frota      (ACIIA). Mr. da Frota
Nogueira (62)            Nogueira serves on the
c/o Zurich Scudder       boards of certain other
Investments, Inc.        funds managed by Zurich
345 Park Avenue          Scudder.
New York, NY 10154





All Directors and Officers as a group                        18,523 Shares
- -------------------------------------------------------------------------------------------------------------
</TABLE>

*    Director considered by the Fund and its counsel to be an "interested
     person" (which as used in this proxy statement is as defined in the
     Investment Company Act of 1940, as amended) of the Fund or of the Fund's
     investment manager, Zurich Scudder, Daewoo Capital Management Co., Ltd.
     ("DCM" or the "Korean Advisor"), or Zurich Scudder Korea. Mr. Padegs and
     Mr. Bratt are each deemed to be an interested person because of their
     affiliation with the Fund's investment manager, Zurich Scudder, or because
     they are Officers of the Fund, or both.
+    Mr. Padegs and Mr. Bratt are members of the Executive Committee of the
     Fund.
++   Dr. Purcell and Mr. Luers were appointed Directors of the Fund by the
     Fund's Board and its Noninterested Directors on April 4, 2001, effective
     July 18, 2001, as further described below.
^(1) The information as to beneficial ownership is based on statements furnished
     to the Fund by the Directors and nominees. Unless otherwise noted,
     beneficial ownership is based on sole voting and investment power.
^(2)  Previously served on the Board from 1984 to 1988.

                                       9
<PAGE>

The composition of the Board of Directors commencing on July 18, 2001 reflects
an effort to align more closely the composition of the Boards of Directors of
several of the closed-end funds that are managed by Zurich Scudder. The Board
believes that this alignment may result in certain efficiencies, including
reducing Board meeting costs. Accordingly, as noted above, Dr. Purcell and Mr.
Luers were appointed to the Board effective July 18, 2001. In addition, Messrs.
Hugh T. Patrick and Tai Ho Lee resigned from the Board, effective July 18, 2001.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of the
Investment Company Act of 1940, as amended (the "1940 Act"), as applied to a
fund, requires the fund's Officers and Directors, Investment Manager, affiliates
of the Investment Manager, and persons who beneficially own more than ten
percent of a registered class of the fund's outstanding securities ("Reporting
Persons"), to file reports of ownership of the fund's securities and changes in
such ownership with the Securities and Exchange Commission (the "SEC") and The
New York Stock Exchange, Inc. Such persons are required by SEC regulations to
furnish the Fund with copies of all such filings.

Based on a review of reports filed by the Fund's directors and executive
officers, the Investment Manager, officers and directors of the Investment
Manager, affiliated persons of the Investment Manager and beneficial holders of
10% or more of the outstanding shares of the Fund and written representations
from certain of such persons, all filings required for the fiscal year ended
June 30, 2001 by Section 16(a) of the Securities and Exchange Act of 1934 were
timely, except that Harold D. Kahn, Ronaldo A. da Frota Nogueira and Martin
Feinstein filed late Forms 3.

According to filings made with the SEC in February 2001 and March 2001,
respectively, the following owned beneficially more than 5% of the Fund's
outstanding stock:

President and Fellows of Harvard, c/o Harvard Management Company, 600 Atlantic
Ave., Boston, MA 02210 reported beneficial ownership of 3,252,806 shares, or
6.5%;

Brinson Partners Inc., 209 South LaSalle Street, Chicago, IL 60604, reported
beneficial ownership of 3,193,600 shares or 6.4%.

Except as noted above, to the best of the Fund's knowledge, as of June 30, 2001,
no other person owned beneficially more than 5% of the Fund's outstanding stock.

Honorary Directors

Messrs. William H. Gleysteen, Jr. and Wilson Nolen serve as Honorary Directors
of the Fund. Honorary Directors are invited to attend all Board meetings and to
participate in Board discussions, but are not entitled to vote on any matter
presented to the Board. Mr. Gleysteen served as a Director of the Fund since
1984 and retired from the Board in 1999. Mr. Nolen served as a Director of the
Fund since 1984 and retired from the Board in 2000. Messrs. Tai Ho Lee, Sidney
Robbins and Robert W. Lear serve as Emeritus Founding Directors of the Fund. Mr.
Tai Ho Lee served as a Director of the Fund since 1984 and resigned from the
Board in 2001. Mr. Robbins served as a Director of the Fund since 1984 and
resigned from the Board in 1995. Mr. Lear served as a Director of the Fund since
1984 and resigned from the Board in 1996.

                                       10
<PAGE>

Committees of the Board -- Board Meetings

The Board of Directors of the Fund met four times during the fiscal year ended
June 30, 2001. All Directors attended at least 75% of the total number of
meetings of the Board of Directors and of all committees of the Board on which
they serve as regular members, except Sang C. Lee, a former Director, who
attended none of the meetings, Tai Ho Lee, a former Director and now an Emeritus
Founding Director, who attended 44% of the meetings, and Kesop Yun, who attended
67% of the meetings.

The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Committee on Independent Directors. The
Executive and Valuation Committees consist of regular members, allowing
alternates.

Audit Committee

The Board has an Audit Committee, consisting of those Directors who are not
interested persons of the Fund or of Zurich Scudder ("Noninterested Directors")
as defined in the 1940 Act, which met once during the fiscal year ended June 30,
2001. The members of the Audit Committee are independent, as independence is
defined in the listing standards of the New York Stock Exchange, Inc. The Audit
Committee reviews with management and the independent accountants for the Fund,
among other things, the scope of the audit and the controls of the Fund and its
agents, reviews and discusses with management the Fund's audited financial
statements, reviews the independent accountants' required communications
regarding the scope and results of the audit that may assist the Audit Committee
in overseeing management's financial reporting and disclosure process, reviews
and approves in advance the type of services to be rendered by independent
accountants, recommends the selection of independent accountants for the Fund to
the Board, reviews matters related to the independence of the Fund's independent
accountants and in general considers and reports to the Board on matters
regarding the Fund's accounting and bookkeeping practices.

The Board of Directors has adopted a written charter for the Audit Committee,
which is attached to this proxy statement as Exhibit A.

At a meeting held on July 18, 2001, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected
PricewaterhouseCoopers LLP to act as independent accountants for the Fund for
the fiscal year ending June 30, 2002. The Fund's financial statements for the
fiscal year ended June 30, 2001 were audited by PricewaterhouseCoopers LLP. The
following table sets forth the aggregate fees billed for professional services
rendered by PricewaterhouseCoopers LLP^(1):

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                        Financial Information Systems
             Audit Fees                Design and Implementation Fees             All Other Fees^(2)
- -------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                             <C>
              $114,000                               $0                              $6,680,586
- -------------------------------------------------------------------------------------------------------------
</TABLE>

The fees disclosed in the table above under the caption "Audit Fees" are the
aggregate fees for professional services rendered for the audit of the Fund for
the most recent fiscal year. The fees disclosed under the captions "Financial
Information Systems Design and Implementation Fees" and "All Other Fees" include
fees billed for services, if any, during the most recent calendar year to the
Fund, Zurich Scudder and all entities controlling, controlled by, or under
common control with Zurich Scudder that provide services to the Fund.

- -------------------
^(1) In addition to the amount shown in the table, PricewaterhouseCoopers LLP's
     incurred fees for professional services rendered for audit and tax services
     provided to other Zurich Scudder-advised funds were approximately
     $3,548,900.

^(2) All Other Fees includes $1,451,000 for services in connection with risk
     management, taxation, attest/agreed upon procedures, review of filings with
     the SEC and testing of internal controls for Zurich Scudder and other
     related entities that provide support for the operations of the funds.

The Fund's Audit Committee gave careful consideration to the non-audit related
services provided by PricewaterhouseCoopers LLP to the Fund, Zurich Scudder and
entities controlling, controlled by or under common control with Zurich Scudder
that provide services to the Fund, and, based in part on certain representations
and information provided by PricewaterhouseCoopers LLP, determined that the
provision of these services was compatible with maintaining
PricewaterhouseCoopers LLP's independence.

Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting, but will be available by telephone to respond to appropriate
questions and to make a statement if they wish to do so.

Audit Committee Report

In connection with the audited financial statements as of and for the fiscal
year ended June 30, 2001 included in the Fund's Annual Report for the fiscal
year ended June 30, 2001 (the "Annual Report"), at a meeting held on August 17,
2001, the Audit Committee considered and discussed the audited financial
statements with management and the independent accountants, and discussed the
audit of such financial statements with the independent accountants.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles or policies, or internal controls and procedures,
designed to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not provide assurance that the audit of the Fund's
financial statements has been carried out in accordance with generally accepted
accounting standards or that the financial statements are presented in
accordance with generally accepted accounting principles.

                                       12
<PAGE>

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent accountants
and subject to the limitation on the responsibilities and role of the Audit
Committee set forth in the Charter and those discussed above, the Audit
Committee of the Fund recommended to the Board of Directors of the Fund that the
audited financial statements be included in the Fund's Annual Report.

The Audit Committee consists of Messrs. Callander, Froewiss, Luers, da Frota
Nogueira and Yun, and Dr. Purcell.

Committee on Independent Directors

The Board has a Committee on Independent Directors consisting of the
Noninterested Directors. The Committee met three times during the fiscal year
ended June 30, 2001. The Committee is charged with the duty of making all
nominations for Noninterested Directors and consideration of other related
matters. The Committee met on April 4, 2001 to nominate the nominees for
Noninterested Directors presented in this proxy statement. Stockholders'
recommendations as to nominees received by management are referred to the
Committee for its consideration and action.

Executive Committee

The Executive Committee is empowered, and the Directors have delegated to such
Committee, all of the powers of the Directors not otherwise delegated, when the
full Board of Directors is not in session, except for the declaration of
dividends and distributions. Messrs. Bratt and Padegs are members of the
Executive Committee. The Executive Committee did not meet during the fiscal year
ended June 30, 2001.

Valuation Committee

The Valuation Committee monitors the valuation of portfolio securities and other
investments and, as required by the Fund's valuation policies when the full
Board is not in session, determines the fair value of illiquid and other
portfolio holdings after consideration of all relevant factors, which
determinations are reported to the full Board. Messrs. Bratt and Froewiss are
currently members of the Valuation Committee, with Messrs. Padegs and Callander
as alternates. The Valuation Committee met once during the fiscal year ended
June 30, 2001.

                                       13
<PAGE>

Executive Officers

In addition to Mr. Bratt, a Director who is also an Executive Officer of the
Fund, the following persons are Executive Officers of the Fund:

<TABLE>
<CAPTION>
                                            Present Office with the Fund;               Year First Became
Name (Age)                             Principal Occupation or Employment^(1)             an Officer^(2)
- -----------------------------------------------------------------------------------------------------------
<S>                           <C>                                                              <C>
Judith A. Hannaway (48)       Vice President; Managing Director of Zurich Scudder.             1997

John R. Hebble (43)           Treasurer; Senior Vice President of Zurich Scudder.              1998

Thomas Lally (33)             Assistant Treasurer; Senior Vice President of Zurich             2001
                              Scudder.

John J. Lee (43)              Vice President; Managing Director of Zurich Scudder.             1994

Brenda Lyons (38)             Assistant Treasurer; Senior Vice President of Zurich             2000
                              Scudder.

John Millette (39)            Vice President and Secretary; Vice President of Zurich           1999
                              Scudder.

Dong Wook Park (54)           Vice President; Director of Daewoo Capital Management            1986
                              Co., Ltd.

Caroline Pearson (39)         Assistant Secretary; Managing Director of Zurich                 1998
                              Scudder; formerly, Associate, Dechert Price & Rhoads
                              (law firm).

Kathryn L. Quirk (48)         Vice President and Assistant Secretary; Managing                 1987
                              Director of Zurich Scudder.
- -----------------------------------------------------------------------------------------------------------
</TABLE>

^(1) Unless otherwise stated, all Executive Officers have been associated with
     Zurich Scudder for more than five years, although not necessarily in the
     same capacity.

^(2) The President, Treasurer and Secretary each hold office until his successor
     has been duly elected and qualified, and all other officers hold office in
     accordance with the By-Laws of the Fund.

Transactions with and Remuneration of Directors and Officers

The aggregate direct remuneration incurred by the Fund for payment to Directors
not affiliated with Zurich Scudder, DCM or Zurich Scudder Korea was $112,675,
including expenses, for the fiscal year ended June 30, 2001. Each such
Noninterested Director currently receives fees, paid by the Fund, of $750 per
Directors' meeting attended and an annual Director's fee of $6,000. Each
Director also receives $250 per committee meeting attended (other than audit
committee meetings and meetings held for the purpose of considering arrangements
between the Fund and the Investment Manager or an affiliate of the Investment
Manager, for which such Director receives a fee of $750). Zurich Scudder
supervises the Fund's investments, pays the compensation and certain expenses of
its personnel who serve as Directors and Officers of the Fund, and receives a
management fee for its services. Several of the Fund's Officers and Directors
are also officers, directors, employees or stockholders of Zurich Scudder and
participate in the fees paid to that firm (see "Investment Manager," page 14),
although the Fund makes no direct payments to them other than for reimbursement
of travel expenses in connection with the attendance at Board of Directors and
committee meetings.

                                       14
<PAGE>

The following Compensation Table provides, in tabular form, the following data:

Column (1) All Directors who receive compensation from the Fund.

Column (2) Aggregate compensation received by a Director from the Fund.

Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund. The Fund does not pay such benefits to its Directors.

Column (5) Total compensation received by a Director from the Fund and Zurich
Scudder, plus compensation received from all funds managed by Zurich Scudder for
which a Director serves. The total number of funds from which a Director
receives such compensation is also provided in column (5). Generally,
compensation received by a Director for serving on the Board of a closed-end
fund is greater than the compensation received by a Director for serving on the
Board of an open-end fund.

Compensation Table for the year ended December 31, 2000

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
            (1)                   (2)                (3)                 (4)                  (5)
- -------------------------------------------------------------------------------------------------------------
                                                                                    Aggregate Compensation
                                                                                    as a Director/Trustee
                                                                                    of the Fund and Other
                                                                                    Scudder Funds
                                            Pension or
                             Aggregate      Retirement Benefits   Estimated Annual              Paid by
Name of Person,              Compensation   Accrued as Part of    Benefits Upon     Paid by     Zurich
Position                     from the Fund  Fund Expenses         Retirement        Funds       Scudder
- -------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                   <C>               <C>         <C>
Robert J. Callander,         $13,250        N/A                   N/A               $52,836     $0
Director                                                                            (5 funds)

Kenneth C. Froewiss,         $4,701         N/A                   N/A               $42,951     $0
Director                                                                            (4 funds)

Sang C. Lee,*                $5,315         N/A                   N/A               $5,315      $0
Director                                                                            (1 fund)

Tai Ho Lee,*                 $11,500        N/A                   N/A               $11,500     $0
Director                                                                            (1 fund)

Ronaldo A. da Frota          $4,701         N/A                   N/A               $47,451     $0
Nogueira,                                                                           (4 funds)
Director

Wilson Nolen,*               $9,565         N/A                   N/A               $16,663     $0
Director                                                                            (2 funds)

Hugh T. Patrick,*            $13,250        N/A                   N/A               $25,750     $0
Director                                                                            (2 funds)

Kesop Yun,                   $10,250        N/A                   N/A               $21,250     $0
Director                                                                            (2 funds)
- -------------------------------------------------------------------------------------------------------------
</TABLE>

*    Mr. Sang C. Lee and Mr. Nolen did not stand for reelection at the October
     4, 2000 Annual Meeting of Stockholders of the Fund. Mr. Tai Ho Lee and Mr.
     Patrick resigned as Directors of the Fund as of July 18, 2001.

                                       15
<PAGE>

Dr. Purcell and Mr. Luers, who were appointed Directors of the Fund as of July
18, 2001, received $24,250 and $121,492, respectively, paid by certain funds
advised by Zurich Scudder during 2000 for serving on the Boards of two such
funds and twenty-seven such funds, respectively, advised by Zurich Scudder. Mr.
Luers received an additional $7,475 paid by Zurich Scudder for attending Board
meetings regarding fund mergers, liquidations and board consolidations. In
addition, Mr. Luers received a retirement benefit provided to those
Noninterested Directors of certain open-end funds advised by Zurich Scudder who
volunteered to leave the Board prior to their normal retirement date in order to
facilitate the nomination of a consolidated board overseeing certain open-end
Scudder funds advised by Zurich Scudder. Inasmuch as Zurich Scudder also is
expected to benefit from the administrative efficiencies of a consolidated
board, Zurich Scudder reimbursed the Scudder funds for half the cost of this
benefit.

The Noninterested Directors are not entitled to benefits under any pension or
retirement plan. A benefit will be provided to Mr. Patrick, who volunteered to
leave the Board prior to his normal retirement date in order to facilitate the
nomination of a consolidated board overseeing the various closed-end funds
advised by Zurich Scudder. Inasmuch as Zurich Scudder will also benefit from the
administrative efficiencies of a consolidated board, Zurich Scudder has agreed
to reimburse the Fund for the entire cost of this benefit, which is expected to
be an amount equal to the annual retainer and meeting fees for regularly
scheduled meetings that Mr. Patrick would have received through October 2001.

Required Vote

Election of each of the listed nominees for Director requires the affirmative
vote of a majority of the shares present in person or by proxy at the Meeting.
Your Fund's Directors recommend that stockholders vote in favor of each of the
nominees.

Investment Manager

The Investment Manager located at 345 Park Avenue, New York, New York 10154, is
one of the largest and most experienced investment management firms in the
United States. As of December 31, 2000, the firm had more than $370 billion in
assets under management, of which $260 billion represents funds managed for
third-party institutional and retail customers. The principal source of the
Investment Manager's income is professional fees received from providing
continuing investment advice. The Investment Manager also serves as the Fund's
administrator.

                                       16
<PAGE>

The Investment Manager is a Delaware corporation. Steven Gluckstern^(1) is the
Chairman of the Board and a Director, Edmond D. Villani^(2) is the President,
Chief Executive Officer and a Director, Kathryn L. Quirk^(2) is the General
Counsel, Chief Compliance Officer and Secretary, Farhan Sharaff^(2) is the Chief
Investment Officer, Chris C. DeMaio^(2) is the Treasurer, each of Nicholas
Bratt^(2) and Lynn S. Birdsong^(2) are Corporate Vice Presidents and Directors,
and Laurence W. Cheng^(3), Martin Feinstein(4) and Gunther Gose^(3) are
Directors of the Investment Manager. The principal occupation of Edmond D.
Villani, Kathryn L. Quirk, Farhan Sharaff, Chris C. DeMaio, Nicholas Bratt and
Lynn S. Birdsong is serving as a Managing Director of the Investment Manager;
the principal occupation of Steven Gluckstern is serving as Chief Executive
Officer of the Global Asset Businesses of Zurich Financial Services; the
principal occupation of Laurence W. Cheng is serving as a senior partner of
Capital Z Partners, an investment fund; the principal occupation of Martin
Feinstein is serving as Chief Executive Officer of Farmers Insurance Group; and
the principal occupation of Gunther Gose is serving as the Chief Financial
Officer of Zurich Insurance Company.

The outstanding securities of the Investment Manager as of March 31, 2001 are
held of record 1.3% by Zurich Insurance Company(1); 35.8% and 16.1% by Zurich
Holding Company of America ("ZHCA")^(5) and Zurich Financial Services (UKISA)
Limited^(6) respectively, each a wholly owned subsidiary of Zurich Insurance
Company; 27.1% by ZKI Holding Corporation ("ZKIH")^(7), a wholly owned
subsidiary of Zurich Holding Company of America; 15.6% by Stephen R. Beckwith,
Lynn S. Birdsong, Kathryn L. Quirk and Edmond D. Villani in their capacity as
representatives (the "Management Representatives") of the Investment Manager's
management holders and retiree holders pursuant to a Second Amended and Restated
Security Holders Agreement among the Investment Manager, Zurich Insurance
Company, ZHCA, ZKIH, the Management Representatives, the management holders, the
retiree holders and Edmond D. Villani, as trustee of Zurich Scudder's Executive
Defined Contribution Plan Trust (the "Trust"); and 4.1% by the Trust.

On October 17, 2000, the dual holding company structure of Zurich Financial
Services Group was unified under a single Swiss holding company called Zurich
Financial Services. Zurich Insurance Company is an indirect wholly owned
subsidiary of Zurich Financial Services.

The transaction did not affect Zurich Insurance Company's ownership interest in
the Investment Manager or the Investment Manager's operations.

The home offices of Zurich Financial Services are located at Mythenquai 2, 8002
Zurich Switzerland.

- -------------------
^(1) 54 Thompson Street, Third Floor, New York, NY

^(2) 345 Park Avenue, New York, NY 10154

^(3) Mythenquai 2, P.O. Box CH-8022, Zurich, Switzerland

^(4) 4680 Wilshire Boulevard, Los Angeles, CA 90010

^(5) 1400 American Lane, Schaumburg, IL 60196

^(6) 22 Arlington Street, London SW1A, 1RW United Kingdom

^(7) 222 South Riverside Plaza, Chicago, IL 60606

                                       17
<PAGE>

The Korean Advisor

Daewoo Capital Management Co., Ltd., acts as Korean Advisor to Zurich Scudder,
the Fund's investment manager. The Korean Advisor provides advice, research and
assistance to Zurich Scudder.

The Korean Advisor, an investment advisor registered under the United States
Investment Advisers Act of 1940, was organized in February 1988 under the laws
of the Republic of Korea. The Korean Advisor is wholly owned by Daewoo
Securities Co., Ltd. ("Daewoo Securities"), Daewoo Securities Building, 34-3
Youido-dong, Yongdung po-gu, Seoul, Korea.

The Korean Advisor has the following Board of Directors:

<TABLE>
<CAPTION>
Name and Position
with the Korean Advisor             Principal Occupation                 Address
- -------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                  <C>
Dong-Wook Park,                     Managing Director/CEO                707-203 JeongBal-Maeul
Managing Director/CEO               Daewoo Capital Management Co., Ltd.  1004 Madu-dong, Ilsan-gu
                                                                         Koyang City, Kyunggi-do, Korea
                                                                         (Zip Code: 411-350)

Soo-Hyung Jin,                      Chief Executive Officer and          1309-1005 Ju-gong APT,
Non-Standing Auditor                President,                           Chulsan-dong, Gwangmyung City
                                    Seoul Investment Trust Management     Kyunggi-do, Korea
                                    Co., Ltd.                            (Zip Code: 423-030)

Ill-Seob Han,                       Director,                            310-905 Woosung APT,
Non-Standing Director               Daewoo Securities Co., Ltd.          Moonchun-Maeul, Jooyup-dong Koyang
                                                                         City, Kyunggi-do, Korea
                                                                         (Zip Code: 411-370)

Young-Han Kim,                      Director,                            A-301 Hansung APT,
Non-Standing Director               Daewoo Securities Co., Ltd.          Yoido-dong, Yungdungpo-gu
                                                                         Seoul, Korea
                                                                         (Zip Code: 150-716)
- -------------------------------------------------------------------------------------------------------------
</TABLE>

It is expected that Zurich Scudder Korea will employ certain employees of DCM
and will launch its investment advisory business in Korea as soon as practicable
after it receives its license to operate as an investment advisory company in
Korea. As a result of this transaction (the "Transaction"), Zurich Scudder Korea
would replace DCM as the Korean advisor to Zurich Scudder. On April 12, 2000,
stockholders of the Fund approved a new Research and Advisory Agreement between
Zurich Scudder and Zurich Scudder Korea, effective on the consummation of the
Transaction. On August 9, 2001, Zurich Scudder Korea received its license to
operate as an investment advisory company in Korea. Zurich Scudder Korea is also
registered with the United States Securities and Exchange Commission as an
investment advisor under the Investment Advisers Act of 1940, as amended.

The address of Zurich Scudder Korea is 8th Floor, Young Poong Building, 33,
Seorin-Dong, Chongro-Gu, Seoul, 110-752, Korea. Zurich Scudder Korea is, and
will be following the Transaction, wholly owned by Zurich Scudder.

                                       18
<PAGE>

Zurich Scudder Korea has the following Board of Directors:

<TABLE>
<CAPTION>
Name and Position
with Zurich Scudder Korea           Principal Occupation                 Address
- -------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                   <C>
Nicholas Bratt,                     Managing Director,                   c/o Zurich Scudder Investments,
Director                            Zurich Scudder                       Inc.
                                                                         345 Park Avenue
                                                                         New York, NY 10154

William H. Gleysteen, Jr.,          Consultant; Guest Scholar,           c/o Zurich Scudder Investments,
Director                            Brookings Institution;               Inc.
                                    President, The Japan Society, Inc.   345 Park Avenue
                                    (1989-December 1995)                 New York, NY 10154

Wonik Lee,                          Director, President, and             c/o Zurich Scudder Korea,
Director, President and             Chief Executive Officer,             8th Floor, Young Poong Building
Chief Executive Officer             Zurich Scudder Korea                 33, Seorin-Dong, Chongro-Gu
                                                                         Seoul, 110-752, Korea

Chang-Geun Nam,                     Senior Vice President,               c/o Zurich Scudder Korea,
Director                            Zurich Scudder                       8th Floor, Young Poong Building
                                                                         33, Seorin-Dong, Chongro-Gu
                                                                         Seoul, 110-752, Korea
- -------------------------------------------------------------------------------------------------------------
</TABLE>

Brokerage Commissions on Portfolio Transactions

Zurich Scudder places orders for portfolio transactions with issuers,
underwriters or other brokers and dealers. In selecting brokers and dealers with
which to place portfolio transactions for the Fund, Zurich Scudder may place
such transactions with brokers and dealers that sell shares of funds advised by
Zurich Scudder. In addition, when it can be done consistently with its policy of
obtaining the most favorable net results in placing Fund brokerage, Zurich
Scudder is authorized to place such brokerage with brokers and dealers who
supply brokerage and research services to Zurich Scudder. Allocation of
portfolio transactions is supervised by Zurich Scudder.

Principal Underwriter

Scudder Investor Services, Inc., Two International Place, Boston, Massachusetts
02110, is the principal underwriter for the Fund.

Other Matters

The Board of Directors does not know of any matters to be brought before the
Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that comes before the Meeting or any
adjournment thereof in accordance with their best judgment.

Miscellaneous

Proxies will be solicited by mail and may be solicited in person or by telephone
or telegraph by Officers of the Fund or personnel of Zurich Scudder. The Fund
has retained Georgeson Shareholder Communications, Inc., 17 State Street, New
York, New York 10004 to assist in the proxy solicitation. The cost of its
services is

                                       19
<PAGE>

estimated at $9,000 plus expenses, of which $4,000 will be paid by Zurich
Scudder and $5,000 plus expenses will be paid by the Fund. Other costs and
expenses connected with the solicitation of the proxies and with any further
proxies which may be solicited by the Fund's Officers or Georgeson Shareholder
Communications, Inc., in person, by telephone or by telegraph will be borne by
the Fund. The Fund will reimburse banks, brokers, and other persons holding the
Fund's shares registered in their names or in the names of their nominees, for
their expenses incurred in sending proxy material to and obtaining proxies from
the beneficial owners of such shares.

In the event that sufficient votes in favor of any proposal set forth in the
Notice of this Meeting are not received by October 3, 2001, the persons named as
appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Fund.

Stockholder Proposals

Stockholders wishing to submit proposals for inclusion in a proxy statement for
the 2002 meeting of stockholders of the Fund should send their written proposals
to John Millette, Secretary of the Fund, c/o Zurich Scudder Investments, Inc. at
345 Park Avenue, New York, New York 10154, by April 26, 2002. The timely
submission of a proposal does not guarantee its inclusion.

The Fund may exercise discretionary voting authority with respect to stockholder
proposals for the 2002 meeting of stockholders which are not included in the
proxy statement and form of proxy, if notice of such proposals is not received
by the Fund at the above address on or before July 10, 2002. Even if timely
notice is received, the Fund may exercise discretionary voting authority in
certain other circumstances. Discretionary voting authority is the ability to
vote proxies that stockholders have executed and returned to the Fund on matters
not specifically reflected on the form of proxy.

By order of the Board of Directors,


/s/John Millette

John Millette
Secretary
345 Park Avenue
New York, New York 10154

August 24, 2001

                                       20
<PAGE>

                                   Exhibit A

                              THE KOREA FUND, INC.

                            Audit Committee Charter

                                 April 5, 2000

This document constitutes the Charter of the Audit Committee (the "Committee")
of the Board of Directors of the above-named fund (the "Fund"). The Committee
was established by the Board of Directors of the Fund to provide oversight with
respect to the accounting and financial reporting policies and practices of the
Fund.

(1)  Organization. The Committee shall be composed of three or more members of
     the Fund's Board of Directors who are not "interested persons" (as defined
     in the Investment Company Act of 1940) of the Fund. Each member of the
     Committee shall be financially literate, as such qualification is
     interpreted by the Board of Directors in its business judgment (or must
     become financially literate within a reasonable period of time after his or
     her appointment to the Committee). At least one member of the Committee
     must have accounting or related financial management expertise, as the
     Board of Directors interprets such qualification in its business judgment.

(2)  Meetings. The Committee shall meet on a regular basis as necessary or
     appropriate and is empowered to hold special meetings as circumstances
     require.

(3)  Committee Purposes. The purposes of the Committee are as follows:

     (a)  To oversee the accounting and financial reporting policies and
          practices of the Fund, their internal controls and, as appropriate,
          the internal controls of certain service providers to the Fund;

     (b)  To oversee the quality and objectivity of the Fund's financial
          statements and the independent audit thereof; and

     (c)  To act as a liaison between the Fund's independent auditors and the
          full Board of Directors.

     (d)  The function of the Audit Committee is oversight; it is management's
          responsibility to maintain or arrange for the maintenance of
          appropriate systems for accounting and internal controls, and the
          auditor's responsibility to plan and carry out a proper audit.

                                       21
<PAGE>

(4)  Duties and Powers. To carry out the purposes specified in Paragraph 3
     above, the Committee shall have the following duties and powers:

     (a)  To recommend to the Board of Directors the selection of the Fund's
          independent auditors, on the condition that the independent auditors
          are ultimately accountable to the Board of Directors and the Committee
          and that the Committee and the Board of Directors shall have the
          ultimate authority and responsibility to select, evaluate and, where
          appropriate, replace the independent auditors (or to nominate the
          outside auditor to be proposed for shareholder approval in any proxy
          statement);

     (b)  To request and evaluate on an annual basis a formal written statement
          from the independent auditors delineating all significant
          relationships between the independent auditors and the Fund and the
          Investment Advisor and recommend that the Board of Directors take
          appropriate action, if any, in response to the independent auditors'
          report to satisfy itself of the auditors' independence.

     (c)  To meet with the Fund's independent auditors, including private
          meetings as necessary (i) to review the arrangements for and scope of
          the annual audit of the Fund and any special audits; (ii) to discuss
          any matters of concern relating to the Fund's financial statements,
          including any adjustments to such statements recommended by the
          auditors, regulatory and tax compliance matters considered in the
          preparation of the financial statements, or other results of said
          audit(s); (iii) to consider the auditors' comments with respect to the
          Fund's financial policies and procedures and internal accounting
          controls, and management's responses thereto; and (iv) to review the
          form of the opinion the auditors propose to render to the Board of
          Directors and the shareholders of the Fund;

     (d)  To meet regularly with the chief financial and accounting officers of
          the Fund to discuss any matters addressed herein that the Committee
          believes should be raised with said officers;

     (e)  To review such other matters or information that the Committee
          believes may be relevant to the auditors, the audit engagement, or the
          Fund's financial policies and procedures or internal accounting
          controls;

     (f)  To report its activities to the full Board of Directors on a regular
          basis and to make such recommendations with respect to the above and
          other matters as the Committee may deem necessary or appropriate.

(5)  Resources and Authority. The Committee shall have the resources and
     authority appropriate for purposes of discharging its responsibilities
     under this Charter, including the authority to consult with counsel and/or
     to retain such experts or consultants as the Committee deems necessary or
     appropriate to fulfill such responsibilities at the expense of the Fund.

(6)  Periodic Review of Charter. The Committee shall review this Charter at
     least annually and recommend any changes to the full Board of Directors.

                                       22
<PAGE>



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                                  intentionally
                                   left blank.


<PAGE>



                                   This page
                                  intentionally
                                   left blank.


<PAGE>

PROXY                      THE KOREA FUND, INC.                            PROXY

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                Annual Meeting of Stockholders - October 3, 2001

     The undersigned hereby appoints Juris Padegs, Caroline Pearson, and Kathryn
L. Quirk and each of them,  the proxies for the  undersigned,  with the power of
substitution  to each of them, to vote all shares of The Korea Fund,  Inc. which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of The
Korea Fund, Inc. to be held at the offices of Zurich Scudder  Investments  Korea
Limited, Seoul, Korea, on Wednesday,  October 3, 2001 at 1:45 p.m., Seoul, Korea
time,  and  at  any  adjournments  or  postponements   thereof.

Unless otherwise specified in the squares provided,  the undersigned's vote will
be cast "FOR" the proposal listed below.

The election of Directors:

<TABLE>
<S>                                                  <C>
    FOR all nominees listed below                        WITHHOLD AUTHORITY
    (except as noted to the contrary below) /    /       to vote for all nominees listed below /    /

    Nominees:  Class I: Nicholas Bratt, Juris Padegs and Susan Kaufman Purcell

    (INSTRUCTION  To withhold  authority to vote for any individual  nominee,  write
    that nominee's name on the space provided below.)

    ___________________________________                                     (continued on other side)



<PAGE>

The Proxies are authorized to vote in their discretion on any business which may
properly come before the meeting and any adjournments thereof.


                                                        Please sign exactly as your name or names appear.
                                                        When signing as attorney, executor, administrator,
                                                        trustee or guardian, please give your full title as such.

                                                        _________________________________________________________
                                                                      (Signature of Stockholder)

                                                        _________________________________________________________
                                                                      (Signature of joint owner, if any)

                                                        Date _____________________________________________ , 2001



            PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
                             NO POSTAGE IS REQUIRED
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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