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<SEC-DOCUMENT>0001072613-04-002126.txt : 20041115
<SEC-HEADER>0001072613-04-002126.hdr.sgml : 20041115
<ACCEPTANCE-DATETIME>20041115145809
ACCESSION NUMBER:		0001072613-04-002126
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20041115
DATE AS OF CHANGE:		20041115
GROUP MEMBERS:		CITY OF LONDON INVESTMENT MANAGEMENT CO.

SUBJECT COMPANY:	

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

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-36819
		FILM NUMBER:		041144423

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVE
		STREET 2:		C/O DEUTSCHE ASSET MANAGEMENT
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
		BUSINESS PHONE:		617-295-3986

	MAIL ADDRESS:	
		STREET 1:		DEUTSCHE ASSET MANAGEMENT
		STREET 2:		TWO INTERNATIONAL FUND
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CITY OF LONDON INVESTMENT GROUP PLC
		CENTRAL INDEX KEY:			0001018138
		STATE OF INCORPORATION:			X0
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		10 EASTCHEAP
		STREET 2:		LONDON ENGLAND EC3MLAJ
		CITY:			LONDON
		BUSINESS PHONE:		011441717110771

	MAIL ADDRESS:	
		STREET 1:		10 EASTCHEAP
		STREET 2:		LONDON ENLAND EC3MLAJ
		CITY:			LONDON

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OLLIFF & PARTNERS PLC
		DATE OF NAME CHANGE:	19960705
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sch13d-a_13101.txt
<DESCRIPTION>THE KOREA FUND, INC. SCHEDULE 13D/A #5
<TEXT>
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D
                                 (Rule 13d-101)
                                (Amendment No. 5)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)


                               The Korea Fund, Inc
                               -------------------
                                (Name of Issuer)


                     Common Stock, par value $.01 per share
                     --------------------------------------
                         (Title of Class of Securities)


                                    500634100
                                 --------------
                                 (CUSIP Number)


                                 Barry M. Olliff
            c/o City of London Investment Management Company Limited
                     10 Eastcheap, London EC3M ILX, England
                                +44 207 711 0771
            --------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                November 12, 2004
             -------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [_].

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.

================================================================================

                               (Page 1 of 7 Pages)
<PAGE>
===================                                                  ===========
CUSIP NO. 500634100                    13D                           PAGE 2 of 7
===================                                                  ===========

================================================================================
     1       NAME OF REPORTING PERSONS
             S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

             City of London Investment Group PLC, a company incorporated under
             the laws of England and Wales.
- ------------ -------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (A) [_]
                                                                         (B) [_]

- ------------ -------------------------------------------------------------------
     3       SEC USE ONLY


- ------------ -------------------------------------------------------------------
     4       SOURCE OF FUNDS*

             OO
- ------------ -------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
             TO ITEM 2(d) OR 2(e)
                                                                             [_]
- ------------ -------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION

             England and Wales
- --------------------------------------------------------------------------------
  NUMBER OF              7      SOLE VOTING POWER

   SHARES                       4,426,782
                   ------------ ------------------------------------------------
BENEFICIALLY             8      SHARED VOTING POWER

  OWNED BY                      0
                   ------------ ------------------------------------------------
    EACH                 9      SOLE DISPOSITIVE POWER

  REPORTING                     4,426,782
                   ------------ ------------------------------------------------
   PERSON               10      SHARED DISPOSITIVE POWER

    WITH                        0
- ------------ -------------------------------------------------------------------
    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             4,426,782
- ------------ -------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES
                                                                             [_]
- ------------ -------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

             9.90%
- ------------ -------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON*

             HC
================================================================================
<PAGE>
===================                                                  ===========
CUSIP NO. 500634100                    13D                           PAGE 3 of 7
===================                                                  ===========

================================================================================
     1       NAME OF REPORTING PERSONS
             S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

             City of London Investment Management Company Limited, a company
             incorporated under the laws of England and Wales.
- ------------ -------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (A) [_]
                                                                         (B) [_]

- ------------ -------------------------------------------------------------------
     3       SEC USE ONLY


- ------------ -------------------------------------------------------------------
     4       SOURCE OF FUNDS*

             WC
- ------------ -------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
             TO ITEM 2(d) OR 2(e)
                                                                             [_]
- ------------ -------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION

             England and Wales
- --------------------------------------------------------------------------------
  NUMBER OF              7      SOLE VOTING POWER

   SHARES                       4,398,762
                   ------------ ------------------------------------------------
BENEFICIALLY             8      SHARED VOTING POWER

  OWNED BY                      0
                   ------------ ------------------------------------------------
    EACH                 9      SOLE DISPOSITIVE POWER

  REPORTING                     4,398,762
                   ------------ ------------------------------------------------
   PERSON               10      SHARED DISPOSITIVE POWER

    WITH                        0
- ------------ -------------------------------------------------------------------
    11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             4,398,762
- ------------ -------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES
                                                                             [_]
- ------------ -------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

             9.84%
- ------------ -------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON*

             IA
================================================================================
<PAGE>
===================                                                  ===========
CUSIP NO. 500634100                    13D                           PAGE 4 of 7
===================                                                  ===========

     This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") should be
     read in conjunction with the Schedule 13D filed with the U.S. Securities
     and Exchange Commission (the "SEC") on February 17, 2004 (the "Original
     Schedule 13D"), with Amendment No. 1 to Schedule 13D filed with the SEC on
     March 1, 2004 ("Amendment No. 1"), with Amendment No. 2 to Schedule 13D
     filed with the SEC on May 5, 2004 ("Amendment No. 2"), with Amendment No. 3
     to Schedule 13D filed with the SEC on July 8, 2004 ("Amendment No. 3") and
     with Amendment No. 4 to Schedule 13D filed with the SEC on August 31, 2004
     ("Amendment No. 4" and, together with Amendment No. 1, Amendment No. 2 and
     Amendment No. 3, the "Amendments") by City of London Investment Group PLC
     and City of London Investment Management Company Limited relating to the
     shares of common stock, par value $0.01 per share (the "Shares"), of The
     Korea Fund, Inc., a Maryland corporation (the "Fund"). This Amendment No. 5
     amends Items 3, 4, 5 and 7 of the Original Schedule 13D as amended by the
     Amendments. All other information in the Original Schedule 13D and the
     Amendments remain in effect. All capitalized terms used herein and not
     otherwise defined shall have the meanings ascribed thereto in the Original
     Schedule 13D as amended by the Amendments.

ITEM 3     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
           -------------------------------------------------

           Item 3 is hereby amended and restated in its entirety to read as
           follows:

           The funds used to purchase the Shares described in this statement
           were acquired through open market purchases and were derived from
           EWF's, GEM's, IEM's, GFM's, FREE's and Global's investment capital
           and funds provided by the Accounts. The aggregate amount of the funds
           used to purchase all of the Shares purchased by EWF, GEM, IEM, GFM,
           FREE, Global's and the Accounts is $1,933,746, $18,788,073,
           $18,090,202, $1,822,797, $6,366,520, $489,912, and $31,933,884,
           respectively.

ITEM 4.    PURPOSE OF TRANSACTION.
           ----------------------

           Item 4 is hereby amended by adding the following:

           On November 12, 2004, CLIG sent a letter to each member of the board
           of directors of the Fund. In the letter, CLIG sets forth the minimum
           steps that CLIG believes the Fund's board of directors should take in
           order to satisfy its obligations to the Fund and the Fund's
           stockholders. The foregoing description of the letter is not intended
           to be complete and is qualified in its entirety by the complete text
           of the form of letter filed as Exhibit A hereto, which form of letter
           is incorporated herein by reference.

           Other than as set forth above, none of the Reporting Persons or, in
           the case of non-individual Reporting Persons, any of their directors
           or executive officers identified in Item 2, have any present plans or
           proposals which relate to or could result in, any of the matters

<PAGE>
===================                                                  ===========
CUSIP NO. 500634100                    13D                           PAGE 5 of 7
===================                                                  ===========

           referred to in paragraphs (a) through (j), inclusive, of Item 4 of
           Schedule 13D (although they reserve the right to develop any such
           plans or proposals).

ITEM 5.    INTERESTS IN SECURITIES OF THE ISSUER.
           -------------------------------------

           Items 5(a) and 5(b) below are hereby amended and restated in their
           entirety and Item 5(c) is hereby amended as follows:

           (a) and (b). As of the date hereof, EWF, GEM, IEM, GFM, FREE, the
           Accounts and Global owned directly 132,036, 1,157,847, 1,118,627,
           113,436, 322,994, 1,553,822 and 28,020 Shares, respectively,
           representing approximately 0.30%, 2.59%, 2.50%, 0.25%, 0.72%, 3.47%
           and 0.06%, respectively, of the Shares outstanding (based on the most
           recent Share information publicly disclosed by the Fund).

           As of the date hereof, CLIG, through its control of CLIM and City of
           London Quantitative Management Ltd., is the beneficial owner of
           4,426,782 Shares, representing approximately 9.90% of the Shares
           outstanding (based on the most recent Share information publicly
           disclosed by the Fund)

           As of the date hereof, CLIM, through EWF, GEM, IEM, FREE, GFM and the
           Accounts, is the beneficial owner of 4,398,762 Shares, representing
           approximately 9.84% of the Shares outstanding (based on the most
           recent Share information publicly disclosed by the Fund).

           (c). Except as described below, no transactions in the Shares were
           effected by the Reporting Persons, or, to their knowledge, any of the
           persons identified in Item 2, during the past sixty days.

           During the past 60 days, the following open market purchases of
           Shares have been made by the Accounts:

           Date of Purchase
           Number of Shares Purchased
           Price Paid/Share

           November 12, 2004
           25,000
           $21.8900

           November 5, 2004
           15,700
           $21.3656

           October 7, 2004
           30,000
<PAGE>

===================                                                  ===========
CUSIP NO. 500634100                    13D                           PAGE 6 of 7
===================                                                  ===========

           $21.6800


           During the past 60 days, the following open market sales of Shares
           have been made by IEM:

           Date of Sale
           Number of Shares Sold
           Price Received/Share

           October 7, 2004
           24,000
           $21.6800


           During the past 60 days, the following open market sales of Shares
           have been made by FREE:

           Date of Sale
           Number of Shares Sold
           Price Received/Share

           October 7, 2004
           6,000
           $21.6800


ITEM 7     MATERIALS TO BE FILED AS EXHIBITS.
           ---------------------------------

           Item 7 is hereby amended by adding the following:

           Exhibit A. Form of Letter sent to each member of the board of
           directors of The Korea Fund, Inc.
<PAGE>

===================                                                  ===========
CUSIP NO. 500634100                    13D                           PAGE 7 of 7
===================                                                  ===========

                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2004


                                                CITY OF LONDON INVESTMENT GROUP
                                                PLC

                                                /s/ Barry M. Olliff
                                                --------------------------------
                                                Name: Barry M. Olliff
                                                Title: Director


                                                CITY OF LONDON INVESTMENT
                                                MANAGEMENT COMPANY LIMITED

                                                /s/ Barry M. Olliff
                                                --------------------------------
                                                Name: Barry M. Olliff
                                                Title: Director

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>2
<FILENAME>exh99-a_13101.txt
<DESCRIPTION>FORM OF LETTER
<TEXT>
                                                                       EXHIBIT A
                                                                       ---------

                           [CITY OF LONDON LETTERHEAD]



                                                        November 12, 2004


Mr. ___________ Member of the Board of Directors, The Korea Fund, Inc.
c/o Deutsche Investment Management Americas Inc.
345 Park Avenue
New York, NY 10154


Dear Mr. _______________:

         At the Fund's 2004 Annual Meeting of Stockholders (the "Meeting"),
Messrs. Julian Reid and Chris Russell were overwhelmingly elected to the Fund's
Board of Directors (the "Board"). Messrs. Reid and Russell, who are affiliated
neither with us nor with Deutsche Investment Management Americas Inc. ("DeIM"),
the Fund's investment manager, each received approximately three times the
number of votes that were cast in favor of the Board's nominees. We believe that
the magnitude of the Stockholders' response to our proxy campaign leaves no
doubt as to what we and a significant majority of the other Stockholders who
voted at the Meeting expect from the Board. Nevertheless, in order to avoid any
possible misunderstanding as to these expectations, we are writing to set forth
the minimum steps we believe the Board now should take in order to satisfy its
obligations to the Fund and its Stockholders.

1.       Managing the Discount to Net Asset Value
         ----------------------------------------

         We believe that managing the discount to net asset value ("NAV") at
which shares of closed-end funds frequently trade is one of the primary
responsibilities of fund directors. When shares trade at a significant discount
over a lengthy period, a board should take meaningful actions to address the
problem. We believe that the Board has utterly failed to discharge its
obligations to the Stockholders in this regard. The Board has acted only
reluctantly, and the measures it has taken that were purportedly designed to
address the discount have been ineffectual at best. The only period during which
the discount remained below 10% on a consistent basis was the period immediately
following our filing of preliminary proxy materials. The discount recently has
been in excess of 10%, a level which is unacceptable to us and, we believe to
many of the other Stockholders.

         Moreover, the most recent steps taken by the Board fall far short of
what is required. The Board has announced its approval of two additional tender
offers, one in the first quarter of 2005 and one in the first quarter of 2006.
Each of the proposed tender offers would be for 10% of the outstanding Shares at
a price equal to 95% of NAV and would be made only if the Shares have traded at
an average weekly discount from NAV greater than 15% during the 13-week
measuring period ending the preceding December 31. We believe that the Board's
proposed tender offers,
<PAGE>

Members of the Board of Directors
November 12, 2004
Page 2

even if made, would fall far short of meeting the desire of many Stockholders to
sell their Shares for cash at or near NAV. We further believe that a 15% trigger
is totally inappropriate and that an in-kind offer, which the Board has retained
the option to make, is not in the best interest of all of the Stockholders.

         We have publicly urged the Board to implement a cash tender offer for
50% of the Fund's outstanding shares at not less than NAV (less transaction fees
and expenses). The Fund's largest Stockholder, the President and Fellows of
Harvard College, has separately recommended to the Board that the Fund conduct a
tender offer for 50% of the Fund's shares. In its proxy materials, the Board
attempted to persuade the Stockholders that a 50% tender offer would cause great
damage to the Fund and the Stockholders. We never believed the Fund's arguments
and it appears to be clear that the other Stockholders didn't either. The Board
should not delay any longer and should promptly take the steps necessary to
commence a 50% cash tender at NAV at the earliest practical time. Even after
consummation of the tender, the Board should, in our opinion, continue carefully
to monitor the discount to ensure that it stays within parameters that are
acceptable to the majority of the Stockholders.

2.       Corporate Governance
         --------------------

         We believe that the Board should conduct itself in accordance with the
highest standards of good corporate governance. For the reasons set forth below,
we believe that the actions of the Board to date fall far short of this
standard.

         (a)   Directors should be Free of All Ties to DeIM
               --------------------------------------------

         We believe that DeIM has always exercised undue influence on the Board.
Messrs. Reid and Russell have no ties to DeIM. We note that the Fund has
publicly announced that Mr. Robert J. Callander, the Board's current chairman,
and Mr. William H. Leurs, will be retiring in April 2005. We strongly urge the
Board to select replacements for the retiring Directors and to appoint a new
chairperson who are free from all ties to DeIM.

         (b)   The ING Barings Proposal
               ------------------------

         We believe that the Board's response to a recent approach on behalf of
a potential alternative to DeIM as investment manager demonstrates the potential
for conflict of interest inherent in the current composition of the Board and
confirms the need for a Board that is free of ties to DeIM. We are hopeful that
the addition to the Board of the two truly independent directors will ameliorate
this problem. In the weeks prior to the Meeting, the Board received a request
from ING Barings ("Barings") to discuss a proposal involving a potential new
manager. We urged the Board to meet with Barings, as did Harvard, the Fund's
largest Stockholder. Nevertheless, the Board refused to meet with Barings to
even consider its proposal. We do not believe a truly independent Board would
have conducted itself in this manner. In a letter to the Stockholders on
September 28, 2004 (the "September Letter"), during the pendency of the proxy
contest, the Board attempted to justify its refusal to meet by claiming that it
deemed the Barings inquiry to be "vague" and that Barings acknowledged it had no
authority to speak for the investment manager and merely wished to act as a
"matchmaker." We do not believe the Board's purported explanation offers any
reasonable basis for its refusal to meet with Barings.
<PAGE>

Members of the Board of Directors
November 12, 2004
Page 3
         Barings wrote to the Board prior to the conclusion of the proxy
contest, in a letter that, to the best of our knowledge, the Board has never
made public. In its letter, Barings takes issue with the explanation contained
in the September Letter and objects to the September Letter because Barings
believes it gives a misleading impression to Stockholders. In particular,
Barings denies that it disclaimed authority to speak for the prospective
investment manager noting that "we were seeking to meet with the Board with the
full authority and knowledge of the prospective investment manager with whom we
have been working." Furthermore, Barings confirms that it was fully prepared to
disclose the details of the proposal once an in-person meeting was arranged. The
Barings letter states that the proposal "would have been concrete and would have
contained full details as to investment management capabilities of the
prospective manager and their Korean record, which we believe to be demonstrably
more impressive than those of the Fund's incumbent manager." It is bad enough
that the Board failed to pursue Barings' initial approach. It becomes even
harder to understand the Board's refusal to meet and consider the Barings'
proposal after the Board received Barings' corrective correspondence. The Board
should promptly contact Barings, if it has not already done so, and invite
Barings to present, in person, its proposal. We believe it is imperative that
the Board carefully explore all credible alternatives before selecting an
investment manager for the Fund and that all aspects of the Fund's relationships
with its investment manager, including the fees to be paid to the manager, be
reevaluated.

         (c)   Improving Communication with the Stockholders
               ---------------------------------------------

         The Board consistently has failed to initiate any dialogue with the
Stockholders. When City of London, the Fund's second largest holder, sought a
meeting with the "independent directors" it was, inexplicably, rebuffed. This
approach to Stockholder relations should be discontinued immediately. We believe
that the resounding defeat suffered by the Board's nominees at the Meeting
demonstrates that the Board is out of touch with the aspirations and
expectations of the Stockholders. The Board should adopt a policy designed to
encourage communications with the Stockholders and should actively solicit the
views of Stockholders on matters of importance to the Fund and its owners.

         (d)   Repealing the 1996 By-Law Amendment
               -----------------------------------

         We believe the Board's refusal to repeal the undemocratic by-law
amendment adopted in 1996 is further evidence that the Board prefers to insulate
itself from the Stockholders. The amendment increased from 25% to 50% the
percentage of shares required to call a special meeting of Stockholders. The
Board's chairman has defended the amendment, in another context, by asserting
that it protects the Fund from incurring the costs of Stockholder meetings
unless the holders of at least 50% of the Fund's shares are in favor of calling
a meeting. We believe that the Board should facilitate the Stockholders' right
to be heard, not diminish it. The cost of a special meeting is a small price to
pay for enhancing the ability of Stockholders to exercise their franchise,
particularly when weighed against the approximately $10 million in fees paid
annually to DeIM. We believe the by-law amendment should promptly be repealed. A
25% requirement is adequate to ensure that the right to call Stockholders'
meetings will not be abused while, at the same time, it will remove the
unfortunate impediment to Stockholder democracy that the Board has allowed to
remain in place.
<PAGE>

Members of the Board of Directors
November 12, 2004
Page 4

         (e)   Expenses of the Proxy Contest
               -----------------------------

         We bore all of our considerable costs and expenses, including counsel
fees, in the recent proxy contest. Consequently, these costs and expenses were
not charged to the Fund and had no impact on NAV. It appears that all of the
corresponding costs and expenses incurred by the Fund in the Board's sweeping
attempt to oppose and attempt to discredit Messrs. Reid and Russell will be
borne by the Fund and will negatively impact the value of the Fund's shares.
There may be specific circumstances where the type of vigorous and expensive
effort mounted by the Board in the proxy contest is required in order to protect
the Fund from a real and serious threat. We question, however, whether such an
effort was appropriate here, where the only thing proposed by us was the
election of two highly qualified independent nominees. Perhaps it would have
been a wiser course and would have better served the interests of the
Stockholders merely to let the Stockholders vote on the nominees. It would have
saved the Stockholders a considerable amount of money and the result would have
been the same. We urge the Board to take this into account if confronted with
similar circumstances in the future. Furthermore, we suggest that the Board
consider seeking reimbursement from DeIM for all or a portion of the costs of
the proxy contest, as it seems to us that the costs were incurred primarily to
protect the interest of DeIM.

         The Board is constituted to serve the interests of all of the
Stockholders. It is time for the Board to abandon the rhetoric it used
throughout the proxy campaign and cease asserting that the interests of City of
London are different from those of other Stockholders. The Stockholders have
emphatically rejected this view through their overwhelming vote in support of
our platform and the independent nominees, Messrs. Reid and Russell. We trust
the Board now will hear the voices of the Stockholders, the Fund's true owners,
and act quickly and decisively to implement the policies and procedures for
discount management and corporate governance outlined above. We intend carefully
to monitor the Board's progress over the next two months with respect to the
foregoing. Depending upon our assessment of the Board's actions, we will
consider nominating additional directors to the Board and making one or more
proposals to the Stockholders, including a proposal to terminate the investment
management contract with DeIM.

         We are prepared to discuss any aspects of the above with members of the
Board and remain committed as a Stockholder to play our part in any discussions
regarding the detailed achievement of satisfactory standards of corporate
governance for the Fund.

                                  Very truly yours,



                                  Barry Olliff
                                  Director, City of London Investment Group PLC

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
