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 permitted by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] 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:
[LOGO] 345 Park Avenue
New York, New York 10154
(800) 349-4281
The Korea Fund, Inc. September 5, 2003
--------------------------------------------------------------------------------
To the Stockholders:
The Annual Meeting of Stockholders (the "Annual Meeting") of The Korea Fund,
Inc. (the "Fund") is to be held at 1:45 p.m., Eastern time, on Wednesday,
October 1, 2003, at the offices of Deutsche Investment Management Americas Inc.,
part of Deutsche Asset Management, 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154. Stockholders who are unable to attend the Annual
Meeting are strongly encouraged to vote by proxy, which is customary in
corporate meetings of this kind. A Proxy Statement regarding the Annual Meeting,
a proxy card for your vote at the Annual Meeting and an envelope -- postage
prepaid -- in which to return your proxy card are enclosed.
At the Annual Meeting, the stockholders will elect two 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 two
nominees for Directors.
Respectfully,
/s/Richard T. Hale
Richard T. Hale
Chairman of the Board and President
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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.
--------------------------------------------------------------------------------
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 (the "Annual
Meeting") of The Korea Fund, Inc. (the "Fund") has been called to be held at the
offices of Deutsche Investment Management Americas Inc., part of Deutsche Asset
Management, 25th Floor, 345 Park Avenue (at 51st Street), New York, New York
10154, on Wednesday, October 1, 2003 at 1:45 p.m., Eastern time, for the
following purpose:
To elect two 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 1, 2003 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
September 5, 2003
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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.
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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 Deutsche Investment
Management Americas Inc. ("DeIM" or the "Investment Manager"), part of Deutsche
Asset Management^1, 25th Floor, 345 Park Avenue (at 51st Street), New York, New
York 10154, on Wednesday, October 1, 2003 at 1:45 p.m., Eastern 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 September 5, 2003 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 two
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 and entitled
to vote thereon.
Holders of record of the common stock of the Fund at the close of business on
August 1, 2003 (the "Record Date") will be entitled to one vote per share on all
business of the Meeting and any adjournments thereof. There were 49,839,902
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, 2003 and a copy of the semiannual report for the six-month period ended
December 31, 2002, without charge, by calling 800-349-4281 or 800-294-4366 or
writing the Fund at 345 Park Avenue, New York, New York 10154.
-----------------------------
^1 Deutsche Asset Management is the marketing name in the US for the asset
management activities of Deutsche Bank AG, Deutsche Investment Management
Americas Inc., Deutsche Bank Trust Company Americas (formerly Bankers Trust
Co.), Deutsche Asset Management Inc., Deutsche Asset Management Investment
Services Ltd. and Scudder Trust Company.
1
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 two 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. Both 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 two
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 III -- Nominees to serve until 2006 Annual Meeting of Stockholders:
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of June Director in Family of Investment
Noninterested Directors Companies Director 30, 2003^1 Companies as of June 30, 2003^1
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[PHOTO OMITTED] Clinical Professor of 2000 $10,001- $50,001-$100,000
Finance, NYU Stern $50,000
Kenneth C. Froewiss (57) School of Business;
c/o Deutsche Investment Member, Finance Committee,
Management Association for Asian
Americas Inc. Studies; Formerly, Managing
345 Park Avenue Director, J.P. Morgan
New York, NY 10154 (investment banking firm)
(until 1996). Mr. Froewiss
serves on the boards of
three other funds managed
by DeIM.
-------------------------------------------------------------------------------------------------------------
2
Class III-- Nominees to serve until 2006 Annual Meeting of Stockholders (continued):
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of June Director in Family of Investment
Noninterested Directors Companies Director 30, 2003^1 Companies as of June 30, 2003^1
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[PHOTO OMITTED] Director and Chief 2000 $50,001- Over $100,000
Executive Officer, IMF $100,000
Ronaldo A. da Frota Editora Ltd. (financial
Nogueira (65) publisher); Chairman of
c/o Deutsche Investment the Certification
Management Committee and Director,
Americas Inc. APIMEC Nacional
345 Park Avenue (Brazilian Association
New York, NY 10154 of Investment
Professionals and
Analysts); Member,
Board of the
Association of
Certified International
Investment Analysts
(ACIIA). Mr. da Frota
Nogueira serves on the
boards of three other
funds managed by DeIM.
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3
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 I and II Directors do not expire
this year. On September 2, 2003, following the resignation of Nicholas Bratt, a
Class I Director, the Board of Directors reduced the size of Class I from three
to two Directors and the total number of Directors from eight to seven. 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. It is currently anticipated that Messrs.
Callander and Luers will resign from the Board on or about April 30, 2005 in
accordance with the Boards' retirement policy.
Class I -- Directors to serve until 2004 Annual Meeting of Stockholders^1:
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of June Director in Family of Investment
Interested Directors Companies Director 30, 2003^1 Companies as of June 30, 2003^1
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[PHOTO OMITTED] Chairman (since 2002) 2002 $10,001- Over $100,000
and President (since $50,000
Richard T. Hale (58)*+ 2003) of the Fund; Managing
c/o Deutsche Investment Director, Deutsche Bank
Management Americas Inc. Securities Inc. (formerly DB
345 Park Avenue Alex. Brown LLC) and Deutsche
New York, NY 10154 Asset Management (1999 to
present); Director and
President, Investment Company
Capital Corp. (registered
investment advisor) (1996 to
present); Director, Deutsche
Global Funds, Ltd. (2000 to
present), CABEI Fund (2000 to
present), North American
Income Fund (2000 to present);
Director, Scudder Global
Opportunities Fund (since
2003); Director/Officer
Deutsche/Scudder Mutual Funds
(various dates, 200 funds
overseen); President,
Montgomery Street Income
Securities, Inc. (2002 to
present) (registered
investment companies); Vice
President, Deutsche Asset
Management, Inc. (2000 to
present); formerly, Director,
ISI Family of Funds
(registered investment
companies; 4 funds overseen)
(1992 to 1999); Managing
Director, DeIM (2003 to
present).
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4
Class I -- Directors to serve until 2004 Annual Meeting of Stockholders (continued):
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of June Director in Family of Investment
Interested Directors Companies Director 30, 2003^1 Companies as of June 30, 2003^1
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[PHOTO OMITTED] For-Profit Corporate 2001 $1-$10,000 $1-$10,000
Boards: Director,
Susan Kaufman Valero Energy
Purcell (61) Corporation; Non-Profit
c/o Deutsche Investment Organizations: Vice
Management President, Council of
Americas Inc. the Americas; Vice
345 Park Avenue President, Americas
New York, NY 10154 Society; Non-Profit
Directorships: Freedom
House, Foundation for
Management Education in
Central America (FMECA)
and National Endowment
for Democracy (until
1999); Member, Advisory
Board, The Inter-American
Foundation; Member, Council
on Foreign Relations; and
Member, The Economic Club
of New York (private club).
Previously Member, Policy
Planning Staff, US Department
of State and Associate
Professor of Political Science,
University of California, Los
Angeles (UCLA). Dr. Purcell
serves on the boards of three
other funds managed by DeIM.
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5
Class II -- Directors to serve until 2005 Annual Meeting of Stockholders:
Present Office with the
Fund, if any; Principal Dollar Range Aggregate Dollar Range of Equity
Occupation or of Equity Securities in All Registered
Employment and Year Securities Investment Companies Overseen by
Name (Age) Directorships First in the Fund Director in the Family of
Address in Publicly Held Became a as of June Investment Companies as of
Noninterested Directors Companies Director 30, 2003^1 June 30, 2003^1
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[PHOTO OMITTED] Retired Vice Chairman, 1996 $10,001- $50,001-$100,000
Chemical Banking $50,000
Robert J. Callander (72) Corporation; Director,
c/o Deutsche Investment ARAMARK Corporation (food
Management service); Member, Council
Americas Inc. on Foreign Relations;
345 Park Avenue Previously Visiting
New York, NY 10154 Professor/Executive-in-
Residence, Columbia
University Business School;
Formerly, Director,
Metropolitan Opera
Association and Barnes
Group, Inc.
(manufacturing) (until
April 2001). Mr.
Callander serves on the
boards of three other
funds managed by DeIM.
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6
Class II -- Directors to serve until 2005 Annual Meeting of Stockholders (continued):
Present Office with the
Fund, if any; Principal Dollar Range Aggregate Dollar Range of Equity
Occupation or of Equity Securities in All Registered
Employment and Year Securities Investment Companies Overseen by
Name (Age) Directorships First in the Fund Director in the Family of
Address in Publicly Held Became a as of June Investment Companies as of
Noninterested Directors Companies Director 30, 2003^1 June 30, 2003^1
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[PHOTO OMITTED] President and Chief 2001 $1-$10,000 $10,001-$50,000
Executive Officer,
William H. Luers (74) United Nations
c/o Deutsche Investment Association; Director,
Management Wickes Lumber Company
Americas Inc. (building materials), America
345 Park Avenue Online Latin America; Member,
New York, NY 10154 Advisory Board, The Trust for
Mutual Understanding; Trustee:
Rockefeller Brothers Fund,
Trustee Advisory Council --
Appeal of Conscience
Foundation; formerly,
President, Metropolitan Museum
of Art (1986-1999) (retired),
Director, StoryFirst
Communications, Inc. (owns
television and radio stations
in Russia and Ukraine)
(1996-1999), The Eurasia
Foundation (2000-2002), IDEX
Corporation (liquid handling
equipment manufacturer)
(1991-2003); Member, Executive
Committee and Board of
Directors, East-West Institute
(1988-2002). Mr. Luers serves
on the boards of three other
funds managed by DeIM.
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7
Class II -- Directors to serve until 2005 Annual Meeting of Stockholders (continued):
Present Office with the
Fund, if any; Principal Dollar Range Aggregate Dollar Range of Equity
Occupation or of Equity Securities in All Registered
Employment and Year Securities Investment Companies Overseen by
Name (Age) Directorships First in the Fund Director in the Family of
Address in Publicly Held Became a as of June Investment Companies as of
Noninterested Directors Companies Director 30, 2003^1 June 30, 2003^1
-------------------------------------------------------------------------------------------------------------
[PHOTO OMITTED] Professor (formerly 1994^2 None None
Dean, 1999-2001),
Kesop Yun (58) College of Business
c/o Deutsche Investment Administration, Seoul
Management National University,
Americas Inc. Seoul, Korea; Director,
345 Park Avenue The Korea
New York, NY 10154 Liberalisation Fund,
Inc. (U.K.)
(1996-1999); Visiting
Professor of London
Business School
(1997-98); President,
Korea Securities &
Economy Institute
(1994-95) and Korea Tax
Association (1994-95).
Mr. Yun serves on the
boards of three other
funds managed by DeIM.
All Directors and Officers as a group 9,150 Shares Less than 1/4 of 1% of Shares of
the Fund
-------------------------------------------------------------------------------------------------------------
* 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, DeIM, or its affiliates, or the Fund's subadvisor, Deutsche
Investment Trust Management Company Limited (the "Korean Advisor"). Mr. Hale
is deemed to be an interested person because of his affiliation with the
Fund's investment manager, DeIM, or its affiliates, or because he is an
Officer of the Fund, or both.
+ Mr. Callander and Mr. Hale are members of the Executive Committee of the
Fund.
^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 Mr. Yun previously served on the Board of the Fund from 1984 to 1988.
8
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Section 30(h) of the Investment Company Act of 1940, as amended (the
"1940 Act"), as applied to a fund, require 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 Fund's outstanding stock, and written representations by the
Reporting Persons that no year-end reports were required for such persons, all
filings required by Section 16(a) of the Exchange Act for the fiscal year ended
June 30, 2003 were timely except that Jin-Kwon Chung, Dae-Keun Kim, O-Jin Kwon,
Jae-Heon Lee, Won Ik Lee and Chang-Geun Nam each filed a Form 3 late. Each has
subsequently corrected his omission by making the necessary filing. As a
convenience to the directors, the Investment Manager assists the directors in
making their Section 16 filings.
According to a filing made with the SEC in February 2003, the following owned
beneficially more than 5% of the Fund's outstanding stock:
President and Fellows of Harvard College, c/o Harvard Management Company, Inc.,
600 Atlantic Ave., Boston, MA 02210 reported beneficial ownership of 8,382,401
shares, or 16.8% of the Fund's outstanding stock.
Except as noted above, to the best of the Fund's knowledge, as of June 30, 2003,
no other person owned beneficially more than 5% of the Fund's outstanding stock.
Honorary Directors
Mr. Wilson Nolen serves as an Honorary Director 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. 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.
Committees of the Board -- Board Meetings
The Board of Directors of the Fund met ten times during the fiscal year ended
June 30, 2003. Each Director attended at least 75% of the total number of
meetings of the Board of Directors and of all committees of the Board on which
he or she served as regular members, except Mr. Bratt, a former director, who
attended 60% 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.
9
Audit Committee
The Board has an Audit Committee, consisting of those Directors who are not
interested persons of the Fund or of DeIM ("Noninterested Directors") as defined
in the 1940 Act, which met four times during the fiscal year ended June 30,
2003. 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 annual
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 Appendix A.
At a meeting held on July 9, 2003, 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, 2004. The Fund's financial statements for the fiscal year ended June 30,
2003 were audited by PricewaterhouseCoopers LLP. The following table sets forth
the aggregate fees billed for professional services rendered by
PricewaterhouseCoopers LLP^1:
Financial Information Systems
Audit Fees Design and Implementation Fees All Other Fees^2
-------------------------------------------------------------------------------------------------------------
$130,000 $0 $11,174,000
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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 fiscal year provided to
the Fund, DeIM and all entities controlling, controlled by, or under common
control with DeIM that provide services to the Fund.
-----------------------------
^1 In addition to the amounts shown in the table, PricewaterhouseCoopers LLP's
billed fees during the fiscal year ended June 30, 2003 of approximately
$5,553,000 for professional services rendered for audit and tax services
provided to other DeIM-advised funds.
^2 All Other Fees includes $1,027,000 for services in connection with risk
management, taxation, attest/agreed upon procedures, review of filings with
the SEC and testing of internal controls for DeIM and other related entities
that provide support for the operations of the funds.
10
The Fund's Audit Committee gave careful consideration to the non-audit related
services provided by PricewaterhouseCoopers LLP to the Fund, DeIM and entities
controlling, controlled by or under common control with DeIM 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, 2003 included in the Fund's Annual Report for the fiscal
year ended June 30, 2003 (the "Annual Report"), at a meeting held on August 20,
2003, 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 Audit Committee also discussed with the independent accountants the matters
required to be discussed by Statement On Auditing Standards No. 61
(Communications with Audit Committees). The independent accountants provided to
the committee the written disclosure and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the Audit Committee discussed with representatives of the independent
accountants their firm's independence.
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 auditing standards
generally accepted in the United States of America or that the financial
statements are presented in accordance with accounting principles generally
accepted in the United States of America.
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 Audit Committee's 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. Froewiss (Chairman), Callander, Luers,
Nogueira and Yun, and Dr. Purcell.
11
Committee on Independent Directors
The Board has a Committee on Independent Directors consisting of the
Noninterested Directors. The Committee met once during the fiscal year ended
June 30, 2003. 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 2, 2003 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. Stockholders wishing to recommend any Director
candidate should submit in writing a brief description of the candidate's
business experience and other information relevant to the candidate's
qualifications to serve as a Director. In order to be considered at the 2004
annual meeting, submission should be made by May 10, 2004.
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, except
for the declaration of dividends and distributions. The Executive Committee acts
when the full Board of Directors is not in session. Messrs. Callander and Hale
are members of the Executive Committee. The Executive Committee did not meet
during the fiscal year ended June 30, 2003.
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 certain illiquid and other
portfolio holdings after consideration of all relevant factors, which
determinations are reported to the full Board. Messrs. Hale and Froewiss are
currently the members of the Valuation Committee, with Messrs. Luers and
Callander as alternates. The Valuation Committee met six times during the fiscal
year ended June 30, 2003.
12
Executive Officers
In addition to Mr. Hale, a Director who is also an Executive Officer of the
Fund, the following persons are Executive Officers of the Fund:
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment^1 an Officer^2
-----------------------------------------------------------------------------------------------------------
Kate Sullivan D'Eramo (46) Assistant Treasurer; DIrector of Deutsche Asset 2003
Management.
Judith A. Hannaway (49) Vice President; Managing Director of Deutsche Asset 1997
Management.
John J. Lee (45) Vice President; Managing Director of Deutsche Asset 1994
Management.
John Millette (41) Vice President and Secretary; Director of Deutsche Asset 1999
Management.
Caroline Pearson (41) Assistant Secretary; Managing Director of Deutsche Asset 1998
Management.
Charles A. Rizzo (46) Treasurer and Chief Financial Officer; Director of 2002
Deutsche Asset Management since 2000; prior thereto,
Vice President and Department Head, BT Alex. Brown
Incorporated (now Deutsche Bank Securities Inc.)
(1998-1999); Senior Manager, Coopers and Lybrand L.L.P.
(now PricewaterhouseCoopers LLP) (1993-1998)
Bruce A. Rosenblum (42) Vice President and Assistant Secretary; Director of 2002
Deutsche Asset Management since 2002; prior thereto,
Vice President of Deutsche Asset Management 2000-2002;
and partner with the law firm of Freedman, Levy, Kroll &
Simonds.
Salvatore Schiavone (37) Assistant Treasurer; Director of Deutsche Asset 2003
Management.
Lucinda H. Stebbins (57) Assistant Treasurer; Director of Deutsche Asset 2003
Management.
-----------------------------------------------------------------------------------------------------------
^1 Unless otherwise stated, all Executive Officers have been associated with
DeIM, Deutsche Asset Management, or predecessor organizations for more than
five years, although not necessarily in the same capacity. Messrs. Lee,
Rizzo and Schiavone and Mses. D'Eramo and Hannaway own securities of
Deutsche Bank AG.
^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 DeIM or the Korean Advisor was $171,819, including expenses,
for the fiscal year ended June 30, 2003. 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. Effective January 1, 2003, the
Lead Director of the Noninterested Directors (currently Mr. Callander) and the
Chairman of the Audit Committee (currently Mr. Froewiss) each receives an
additional $2,500 annual fee for serving in that capacity. Each Noninterested
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). DeIM 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 DeIM and participate in the
fees paid to that firm (see "Investment Manager," page 26), although the Fund
makes no direct payments to them.
13
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, plus
compensation received from all funds managed by DeIM 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, 2002
-----------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Aggregate Compensation
as a Director/Trustee
Pension or of the Fund and Other
Aggregate Retirement Benefits Estimated Annual Scudder Funds
Name of Person, Compensation Accrued as Part of Benefits Upon Paid by Paid by
Position from the Fund Fund Expenses Retirement Funds DeIM
-----------------------------------------------------------------------------------------------------------------
Robert J. Callander, $11,500 N/A N/A $46,750 $9,000*
Director (4 funds)
Kenneth C. Froewiss, $11,500 N/A N/A $46,750 $9,000*
Director (4 funds)
William H. Luers, $10,000 N/A N/A $42,250 $9,000*
Director (4 funds)
Ronaldo A. da Frota $11,500 N/A N/A $52,750 $9,000*
Nogueira, Director (4 funds)
Susan Kaufman Purcell, $11,500 N/A N/A $46,750 $9,000*
Director (4 funds)
Kesop Yun, $11,500 N/A N/A $46,750 $6,000*
Director (4 funds)
------------------------------------------------------------------------------------------------------------
* DeIM paid the fees of Noninterested Directors for attendance at meetings to
discuss and approve a new Investment Management Agreement between the Fund
and DeIM.
14
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
Under the supervision of the Board of Directors of the Fund, DeIM, with
headquarters at 345 Park Avenue, New York, New York, makes the Fund's investment
decisions, buys and sells securities for the Fund and conducts research that
leads to these purchase and sales decisions. DeIM and its predecessors have more
than 80 years of experience managing mutual funds and provides a full range of
investment advisory services to institutional and retail clients. The Fund's
investment advisor is also responsible for selecting brokers and dealers and for
negotiating brokerage commissions and dealer charges.
Deutsche Asset Management is the marketing name in the US for the asset
management activities of Deutsche Bank AG, DeIM, Deutsche Asset Management Inc.,
Deutsche Asset Management Investment Services Ltd., Deutsche Bank Trust Company
Americas and Scudder Trust Company. Deutsche Asset Management is a global asset
management organization that offers a wide range of investing expertise and
resources, including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This well-resourced
global investment platform brings together a wide variety of experience and
investment insight, across industries, regions, asset classes and investing
styles. DeIM is an indirect wholly owned subsidiary of Deutsche Bank AG.
Deutsche Bank AG is a major global banking institution that is engaged in a wide
range of financial services, including investment management, mutual fund,
retail, private and commercial banking, investment banking and insurance.
The Investment Manager, the predecessor of which is Scudder, Stevens & Clark,
Inc. ("Scudder"), is one of the most experienced investment counseling firms in
the U.S. It was established as a partnership in 1919 and pioneered the practice
of providing investment counsel to individual clients on a fee basis. In 1928 it
introduced the first no-load mutual fund to the public. In 1953, Scudder
introduced Scudder International Fund, Inc., the first mutual fund available in
the U.S. investing internationally in securities of issuers in several foreign
countries. The predecessor firm reorganized from a partnership to a corporation
on June 28, 1985. On December 31, 1997, Zurich Insurance Company ("Zurich")
acquired a majority interest in Scudder, and Zurich Kemper Investments, Inc., a
Zurich subsidiary, became part of Scudder. Scudder's name changed to Scudder
Kemper Investments, Inc. On January 1, 2001, the Investment Manager changed its
name from Scudder Kemper Investments, Inc. to Zurich Scudder Investments, Inc.
On April 5, 2002, 100% of the Investment Manager was acquired by Deutsche Bank
AG.
15
DeIM is a Delaware corporation. The principal business address of each director
and principal executive officer, as it relates to his or her duties at the
Investment Manager, is 345 Park Avenue, New York, New York 10154. The names and
principal occupations of the directors and principal executive officers of the
Investment Manager are shown below.
Position with the Investment Manager
Name and Principal Occupation
----------------------------------------------------------------------------------------------------------
Thomas J. Hughes Director and President
Deborah A. Flickinger Director and Chief of Staff
Phillip Freiherr von Girsewald Director
William N. Shiebler Director and Chief Executive Officer
William G. Butterly III Secretary
----------------------------------------------------------------------------------------------------------
The Subadvisor
On April 3, 2002, the Directors of the Fund approved a Research and Advisory
Agreement between DeIM and the Korean Advisor, a wholly owned subsidiary of
Deutsche Bank, which serves as subadvisor to the Fund. The address of the Korean
Advisor and the principal business address of each director and principal
officer, as it relates to his or her duties at the Korean Advisor, is 3rd Floor,
Seian Building, 116 Shinmoonro-1 Ka, Changro-ku, Seoul, Korea. The Korean
Advisor is registered with the SEC as an investment advisor under the Investment
Advisers Act of 1940, as amended, and began serving as subadvisor to the Fund on
July 9, 2002. The Korean Advisor renders investment advisory and management
services with regards to that portion of the Fund's portfolio allocated to the
Korean Advisor by DeIM.
The principal occupations of each director and principal executive officer of
the Korean Advisor as of August 19, 2002 are set forth below. No Directors or
officers of the Fund, except for John J. Lee who is a Vice President of the Fund
and an employee of the Korean Advisor, are employees, officers, directors or
shareholders of the Korean Advisor.
Position with the Korean Advisor
Name and Principal Occupation
----------------------------------------------------------------------------------------------------------
Yong-Il Shin Representative Director
Chang-Geun Nam Director
Jae-Heon Lee Director
Jin-Kwon Chung Director
-------------------------------------------------------------------------------------------------------------
16
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
by officers of the Fund or personnel of DeIM. The Fund has retained Georgeson
Shareholder Communications Inc. ("Georgeson"), 17 State Street, New York, New
York 10004, to assist in the proxy solicitation. The cost of its services is
estimated at $9,500 plus expenses. 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, in person or by telephone, 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.
As the meeting date approaches, certain stockholders may receive telephone calls
from representatives of Georgeson if their votes have not been received.
Authorization to permit Georgeson to execute proxies may be obtained by
telephonic instructions from stockholders of the Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures described on
the attachment to the proxy card. The Fund believes that these procedures are
reasonably designed to ensure that both the identity of the stockholder casting
the vote and the voting instructions of the stockholder are accurately
determined.
If a stockholder wishes to participate in a meeting, but does not wish to give a
proxy by telephone, the stockholder may still submit the proxy card originally
sent with this proxy statement or attend in person. Should stockholders require
additional information regarding the proxy or a replacement proxy card, they may
contact Georgeson toll-free at (800) 880-8712. Any proxy given by a stockholder
is revocable until voted at a meeting.
17
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this Meeting are not received by October 1, 2003, 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 2004 meeting of stockholders of the Fund should send their written proposals
to John Millette, Secretary of the Fund, c/o Deutsche Investment Management
Americas Inc., at 345 Park Avenue, New York, New York 10154, by May 10, 2004.
The timely submission of a proposal does not guarantee its inclusion.
For business to be properly brought before the annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed by certified mail, return receipt requested, and received at the
principal executive offices of the Fund not later than 90 days nor more than 120
days prior to the date of the meeting; provided, however, that if less than 100
days' notice or prior public disclosure is given or made to stockholders, any
such notice by a stockholder to be timely must be so received not later than the
close of business on the 10th day following the earlier of the day on which such
notice of the date of the annual or special meeting was given or such public
disclosure was made.
The Fund may exercise discretionary voting authority with respect to stockholder
proposals for the 2004 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 within the timeframe indicated above. 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
September 5, 2003
18
APPENDIX A
SCUDDER CLOSED-END FUNDS
AUDIT COMMITTEE CHARTER
ADOPTED JULY 9, 2003
This document constitutes the Charter of the Audit Committee (the "Committee")
of the Board of Directors of the Scudder Closed-End Funds (the "Funds"). The
Board of Directors of the Funds (the "Board") established the Committee to
provide oversight with respect to the Funds' accounting and financial reporting
policies and practices.
(1) Organization. The Committee shall be composed of three or more members of
the Board who are not "interested persons" (as defined in the Investment
Company Act of 1940) of the Funds, who do not receive consulting, advisory
or other compensatory fees from the Funds or from the Funds' investment
adviser or its affiliates, except fees from the Funds for services as a
Director, and who satisfy any independence or expertise requirements of the
exchange(s) on which the Funds' shares are traded.
(2) Meetings. The Committee shall meet on a regular basis as necessary or
appropriate, and is empowered to hold special meetings as circumstances
warrant.
(3) Committee Purposes. The purposes of the Committee are as follows:
(a) To oversee the Funds' accounting and financial reporting policies and
practices, the Funds' internal controls (including disclosure controls
and procedures) and, as appropriate, the internal controls of certain
Fund service providers;
(b) To oversee the quality and objectivity of the Funds' financial
statements and the independent audit thereof;
(c) To exercise direct responsibility for the appointment, compensation,
and oversight of the work performed by the Funds' independent auditors
for the purpose of preparing or issuing an audit report or related
work; and
(d) To act as a liaison between the Funds' independent auditors and the
Board.
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 (including disclosure controls
and procedures), and the auditor's responsibility to plan and carry out a
proper audit.
(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 approve the selection, retention, compensation and termination of
the Fund's independent auditors, and, in connection therewith, to
evaluate and determine the terms of any engagement of the auditors
(including fees) by or on behalf of the Funds;
19
(b) To consider whether the provision of non-audit services rendered by
the independent auditors to the Funds and the Funds' investment
adviser and its affiliates, or any other circumstances which may
arise, impair the independence of the independent auditors;
(c) To meet with the Funds' independent auditors, including private
meetings as necessary or appropriate: (i) to review the arrangements
for and scope of the Funds' annual audit and any special audits; (ii)
to discuss any matters of concern relating to the Funds' 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
Funds' financial policies and procedures, internal accounting controls
and disclosure controls and procedures, and management's responses
thereto; (iv) to review the form of the opinion the auditors propose
to render to the Board and Fund shareholders; and (v) to review any
other reports, representations or communications from the auditors
regarding matters within the Committee's scope of responsibilities
under this Charter;
(d) To meet regularly with the Funds' chief financial and accounting
officers, the Funds' Treasurer and the Funds' investment adviser's
internal auditors, in each case to discuss any matters the Committee
or such parties believe necessary or appropriate to raise, and to
review and consider any reports or communications from any such
parties relating to the operations of the Funds;
(e) To review such other matters or information that the Committee
believes may be relevant to the auditors, the audit engagement, or the
Funds' financial policies and procedures, internal accounting controls
or disclosure controls and procedures;
(f) To establish procedures for the receipt, retention and treatment of
complaints that the Funds receive regarding Fund accounting, internal
accounting controls or auditing matters, and for the confidential,
anonymous submissions by Fund officers or employees of Fund service
providers of concerns regarding suspected fraud of any type related to
the Funds, including without limitation questionable accounting or
auditing matters;
(g) To establish procedures for the prospective approval of the engagement
of the independent auditors to provide: (i) audit or permissible
non-audit services to the Funds, and (ii) non-audit services to the
Funds' investment advisers (or any entity controlling, controlled by
or under common control with a Fund investment adviser that provides
ongoing services to the Funds) that relate directly to the Funds'
operations and financial reporting;
20
(h) To establish guidelines pursuant to which the independent auditors are
required to keep the Committee apprised of any proposed new
relationships between the independent auditors and the Funds'
investment advisers (and their affiliates); and
(i) To report its activities to the Board 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) Role of Independent Auditors. The Fund's independent auditors are
ultimately accountable to the Committee, and must report directly to the
Committee.
(6) Resources and Authority. The Committee shall have the resources and
authority necessary or appropriate for purposes of discharging its
responsibilities under this Charter, including the authority to consult
with counsel and/or to retain, at the Funds' expense, such other experts or
consultants as the Committee deems necessary or appropriate to fulfill its
responsibilities.
(7) Periodic Review of Charter. The Committee shall review this Charter at
least annually and recommend any changes to the Board.
21
Instructions for Voting Your Proxy
The Korea Fund, Inc. is now offering stockholders of record three alternative
ways of voting their proxies:
o By Telephone
o Through the Internet (using a browser)
o By Mail (traditional method)
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had mailed your proxy card. We encourage you to use
these cost effective and convenient ways of voting.
----------------
TELEPHONE VOTING Available only until 5:00 p.m. EST September 30, 2003.
----------------
o Call TOLL FREE: 1-800-880-8712, Monday through Friday, 9 AM-11 PM EST
o Your vote will be confirmed and cast as you directed
---------------
INTERNET VOTING Available only until 5:00 p.m. EST September 30, 2003.
---------------
o Visit the Internet voting Website at http://proxy.georgeson.com
o Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen
o You will incur only your usual Internet charges
--------------
VOTING BY MAIL
--------------
o Simply sign and date your proxy card and return it in the postage-paid
envelope
-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------
Please fold and detach card at perforation before mailing.
--------------------------------------------------------------------------------
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments or postponements
thereof.
PLEASE SIGN AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
------------------------------------------------------
(Signature of Stockholder)
------------------------------------------------------
(Signature of joint owner, if any)
Date
-------------------------------------------, 2003
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.
Please fold and detach card at perforation before mailing.
--------------------------------------------------------------------------------
PROXY THE KOREA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders - October 1, 2003
The undersigned hereby appoints Bruce Rosenblum, John Millette and Caroline
Pearson and each of them, the proxies of 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 Deutsche Investment Management
Americas Inc., part of Deutsche Asset Management, 25th Floor, 345 Park Avenue
(at 51st Street), New York, New York 10154, on Wednesday, October 1, 2003 at
1:45 p.m., Eastern time, and at any adjournments or postponements thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR the item listed below.
FOR all WITHHOLD
nominees listed at AUTHORITY
The election of two Directors: left (except as to vote for all
marked to the nominees
Nominees: Class III: Kenneth C. Froewiss and Ronaldo A. da Frota Nogueira. contrary at left) listed at left
(INSTRUCTION: To withhold authority to vote for any individual nominee, write /___/ /___/
that nominee's name on the space provided below.)
-----------------------------------------------------------------------------
(continued on other side)