Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-04058

 

 

The Korea Fund, Inc.

(Exact name of registrant as specified in charter)

 

 

60 Victoria Embankment, London, EC4Y 0JP

(Address of principal executive offices) (Zip Code)

 

 

c/o Carmine Lekstutis

Chief Legal Officer,

JPMorgan, 4 New York Plaza, New York, NY 10004

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: +44 207 742 3436

Date of fiscal year end: June 30

Date of reporting period: December 31, 2023

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.thekoreafund.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund’s stockholder servicing agent at (866) 706-0510.

If you prefer to receive paper copies of your shareholder reports after January 1, 2021, direct investors may inform the Fund at any time by calling the Fund’s stockholder servicing agent at (866) 706-0510. If you invest through a financial intermediary, you should contact your financial intermediary directly. Paper copies are provided free of charge and your election to receive reports in paper will apply to all funds held with the fund complex if you invest directly with the Fund or all funds held in your account if you invest through your financial intermediary.

 

 

 


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LOGO

 

Semi-Annual Report

December 31, 2023

 

 

This report contains the following two documents:

 

  Chairman’s Letter to Stockholders
  Semi-Annual Report to Stockholders—December 31, 2023


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The Korea Fund, Inc. Chairman’s Letter to Stockholders

 

 

Dear fellow Stockholders

 

We have pleasure in providing the semi-annual report for The Korea Fund, Inc. covering the first half of its financial year 2023 - 2024, that is from July 1 2023 to end-December 2023 - otherwise referred to herein as the “Period”.

 

After the Korean stock market reached a 14-month high point in early August, the Period witnessed a sell off through mid-October followed by a rally back to the August high in December. For the Period the Fund gained 6.98% in US dollar terms which compares with a 7.83% gain in the Fund’s benchmark, the MSCI Korea 25/50 NR Index. Through this Period, your Funds performance ranked first quartile in our consultant’s peer group.

 

Over the initial three months of the Period the strength of the electric vehicles (“EV”) sector was more than offset by the hesitancy of the consumer whilst through the second quarter a ban on new short selling by the Financial Services Commission of South Korea raised the level of speculation particularly in the mid and smaller cap sectors which raised the index level back up to the levels of July 2023. Of special note must be the fact that recent month-on-month exports from Korea to the US have exceeded, for the first time for 20 years, exports to China.

 

The initial three-year performance tender period for the Fund culminates as at the end of June 2024. Whilst the end of December 2023 NAV performance for this tender lagged the benchmark by 57 basis points (“BP’s”), the figure, as at February 14, 2024 NAV performance is 65 BP’s ahead of benchmark.

 

Your investment adviser’s review follows in which there is a reference to encouraging intentions of both the government and private sectors to stimulate financial markets for greater wealth accumulation as well as to better protect the interests of minority stockholders. The Bank of Korea is forecasting 2024 GDP growth at 2.1% up from 2023’s growth of 1.4% - led primarily by solid exports.

 

Numerous factors consume the time and attention of your Board but probably none more so than investment performance and fund expenses. Your Board constantly strives to maintain expenses at the lowest possible levels: whilst expenses have been reduced somewhat over the recent years the decline in assets under management brought about by falling stock prices has had a greater and negative effect on increasing the total expenses ratio (“TER”). The TER for fiscal 2023 stands at some 1.46%.

 

For some time, your Board has also been increasingly concerned with the lack of liquidity and free float as well as an unacceptable level of its stock discount, relative to net asset value. In recent ‘listen only” mode discussions with stockholders we have endeavoured to best understand the desires of holders. Rest assured your Board will continue its search for a solution that will best provide an outcome beneficial to all stockholders.


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The Korea Fund, Inc. Chairman’s Letter to Stockholders (continued)

 

 

Your Board has continued the Fund’s buy back policy in an endeavour to reduce the share discount, albeit at a rate lower than the maximum permitted. In the Period the stock price relative to NAV has traded in the discount range of 12.7 to 21.7 percent and as at February 14, 2024 stood at 16.4%.

 

May we thank all stockholders for your support through the Period.

 

Yours very sincerely,

For and On Behalf of the Korea Fund, Inc.

 

LOGO

Julian Reid

Chair


Table of Contents

LOGO

 

Semi-Annual Report

December 31, 2023

 

  Table of Contents
  1-2     Investment Adviser’s Report
  3-4     Performance & Statistics
  5-7     Schedule of Portfolio Investments
  8     Statement of Assets and Liabilities
  9     Statement of Operations
  10     Statement of Changes in Net Assets
  11     Financial Highlights
  12-17     Notes to Financial Statements
  18     Stockholder Meeting Results/Changes to the Board of Directors/Proxy Voting Policies & Procedures
  19-20     Privacy Policy
  21-23     Matters Relating to the Directors’ Consideration of the Investment Management Agreement


Table of Contents

The Korea Fund, Inc. Investment Adviser’s Report

December 31, 2023 (unaudited)

 

 

Overview

 

In the six months to December 31, 2023, the KOSPI index rose 3.5% to finish at 2,655. In USD terms, the index rose 6.0% as the Won strengthened in the final two months of the year to create significant differences in the performance data reported in the local and foreign currencies. Over the calendar year 2023, the KOSPI index rose 18.7% in the local currency terms and 16.4% in USD.

 

The third quarter saw the index and KRW weaken on continued stress from the higher-for-longer interest rate environment amid a disappointing performance for the Chinese economy. This reversed in the fourth quarter on the back of growing optimism over the dovish pivot by the US Federal Reserve.

 

During the six months period, few sectors dominated performance and gains were in a narrow section of the market. A temporary ban on new short selling from the beginning of November 2023 additionally hindered price discovery. The third quarter saw electric vehicle (EV) battery supply chain dominate with POSCO Holdings rising 61%. The fourth quarter saw long duration stocks from healthcare and information technology (IT) and artificial intelligence (AI) outperform on falling interest rates. Domestic economy facing companies underperformed throughout the six months as they were subject to populist and anti-market stress from politicians ahead of Korea’s legislative election due in April 2024.

 

Third and fourth quarter 2023 GDP rose 2.4% and 2.5% quarter on quarter, seasonally adjusted annual rate, respectively as exports contributed positively to offset drags in domestic demand. Korea’s monthly exports turned positive year on year during the fourth quarter on the back of strong IT exports led by semiconductors. On a monthly exports value basis, December 2023 exports to the US (+21% year on year) recorded the highest value, beating China (-3%) for the first time in 20 years—highlighting both the US economy’s continued strength and China’s struggle.

 

Fund Performance

 

From July 1, 2023 to December 31, 2023, the total return of The Korea Fund, Inc. (the “Fund”) returned 6.98%, underperforming the Fund’s benchmark, the MSCI Korea 25/50 Index (Total Return) Index by 0.85%.

 

Performance Attribution Review

 

Over the six-month review period the portfolio’s underperformance was due to stock selection.

 

At the sector level, underweighting the industrials sector and overweighting the IT sector added the most value. The Biotech sector and overweight in the materials sector detracted value.

 

12.31.23 |

  The Korea Fund, Inc. Semi-Annual Report     1  


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The Korea Fund, Inc. Investment Adviser’s Report

December 31, 2023 (unaudited) (continued)

 

 

At a stock level, the underweight position in EV battery supply chain contributed positively as concerns over slowing demand resulted in significant share price correction in the fourth quarter. Hynix contributed positively on the back of a turnaround in demand for memory related products driven by the rising memory needs of Application Service Providers (ASP) and AI fueled High Bandwidth Memory demand. KB Financial Group contributed on shareholder return commitment despite a forced contribution to the support package for small business borrowers.

 

At a stock level, the overweight position in LG Chem was the largest detractor. It was hurt by concerns over slow demand for chemicals and EV battery materials. Not owning expensive biotechs like Celltrion and HLB took a significant toll on the performance in the fourth quarter. Their performances were fueled by the short sell ban and expectation on US Federal Reserve’s dovish pivot. Poor consumption continued to hurt performances from our retail bets in BGF Retail and Hotel Shilla.

 

Market Outlook

 

In January 2024, the heads of top regulatory agencies in the Korean government along with various capital market leaders, announced their plans to come up with various measures to help Korean households create wealth through investment in financial assets. The plan calls for tax incentives—including possible removal of capital gains tax which is set to be introduced from 2025 and “Corporate Value-Up Program” which seeks to imitate the Japan’s governance improvement program. The program plans to encourage companies to examine their chronic low valuation and come up with remedies—prodded by “naming and shaming”. In addition, the financial authorities plan to make supportive regulatory changes aimed at protecting rights of minority shareholders from bad governance activities. While questions remain on the financial authorities’ commitment to the latest governance drive, there is no doubt on the rising demand for governance improvement from some 14 million individual investors who account for a third of eligible voters in Korea.

 

The Bank of Korea expects 2024 GDP growth to improve to 2.1% from 2023’s 1.4%—thanks to solid exports—led by a tech upcycle, offsetting sluggish domestic consumption. The Bank of Korea is expected to maintain its restrictive monetary policy through the first half of 2024—with the market expecting the first rate cut in the third quarter of 2024.

 

While the near-term outlook is clouded, with a slowing global economy and geopolitical uncertainties, we are constructive on the Korean equity market due to significant valuation merit with the market trading below book value and continued global competitiveness for Korean manufactured goods assisted by favorable foreign exchange rates.

 

2   The Korea Fund, Inc. Semi-Annual Report  

| 12.31.23


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The Korea Fund, Inc. Performance & Statistics

December 31, 2023 (unaudited)

 

 

Total Return(1)      6 Months        1 Year        5 Year        10 Year  

Market Price

       1.12        12.34        0.88        0.24

Net Asset Value (“NAV”)

       6.98        14.77        0.86        0.23

MSCI Korea 25/50 Index (Total Return)(2)

       7.83        20.91        0.90        0.27

MSCI Korea Index (Total Return)(2)

       7.63        23.16        1.05        0.31

 

Fund Performance Line Graph(1)

 

LOGO

 

Premium (Discount) to NAV:

December 31, 2013 to December 31, 2023

 

LOGO

 

Industry Breakdown (as a % of net assets):

 

LOGO

Market Price/NAV:       

Market Price

    $23.40  

NAV(3)

    $28.36  

Discount to NAV

    17.49

 

Ten Largest Holdings (as a % of net assets):  
1.   Samsung Electronics Co. Ltd.      19.5
2.   SK Hynix, Inc.      9.3  
3.   Samsung Electronics Co. Ltd. (Preference)      5.6  
4.   LG Chem Ltd.      4.8  
5.   NAVER Corp.      4.2  
6.   Hyundai Mobis Co. Ltd.      3.2  
7.   Hyundai Motor Co. (Preference)      3.0  
8.   KB Financial Group, Inc.      2.9  
9.   Samsung Electro-Mechanics Co. Ltd.      2.5  
10.   Samsung Biologics Co. Ltd.      2.3  
 

 

12.31.23 |

  The Korea Fund, Inc. Semi-Annual Report     3  


Table of Contents

The Korea Fund, Inc. Performance & Statistics

December 31, 2023 (unaudited) (continued)

 

 

Notes to Performance & Statistics:

 

(1)   Past performance is no guarantee of future results. Total return is calculated by determining the percentage change in NAV or market price (as applicable) in the specified period. The calculation assumes that all dividends and distributions, if any, have been reinvested. Total return does not reflect broker commissions or sales charges in connection with the purchase or sale of Fund shares. Total return does not reflect the deduction of taxes that a shareholder may pay on the receipt of distributions made by the Fund or on the proceeds of any sales of the Fund’s shares made by a shareholder. Total return for a period of more than one year represents the average annual total return.
  Performance at market price will differ from results at NAV. Although market price returns typically reflect investment results over time, during shorter periods returns at market price can also be influenced by factors such as changing views about the Fund, market conditions, supply and demand for the Fund’s shares, or changes in the Fund’s dividends.
  An investment in the Fund involves risk, including the loss of principal. Total return, market price and NAV will fluctuate with changes in market conditions. This data is provided for information purposes only and is not intended for trading purposes. Closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public offering and once issued, shares of closed-end funds are traded in the open market through a stock exchange. NAV is equal to total assets less total liabilities divided by the number of shares outstanding. Holdings are subject to change daily.
(2)   Morgan Stanley Capital International (“MSCI”) Korea Index is a market capitalization-weighted index of equity securities of companies domiciled in Korea. The index is designed to represent the performance of the Korean stock market and excludes certain market segments unavailable to U.S. based investors. The MSCI Korea Index (Total Return) returns assume reinvestment of dividends (net of foreign withholding taxes) and, unlike Fund returns, do not reflect any fees or expenses. Effective July 1, 2017, the Board approved The MSCI Korea 25/50 Index (Total Return) as the primary benchmark for the Fund. The MSCI Korea 25/50 Index (Total Return) is designed to measure the performance of the large and mid cap segments of the Korean market. It applies certain investment limits that are imposed on regulated investment companies, or RICs, under the current US Internal Revenue Code. One requirement of a RIC is that at the end of each quarter of its tax year no more than 25% of the value of the RIC’s total assets may be invested in a single issuer and the sum of the weights of all issuers representing more than 5% of the fund should not exceed 50% of the fund’s total assets. The index covers approximately 85% of the free float-adjusted market capitalization in Korea. The returns assume reinvestment of dividends (net of foreign withholding taxes) but do not reflect any fees or expenses. It is not possible to invest directly in an index. Total Return for a period of more than one year represents the average annual return.
(3)   The NAV disclosed in the Fund’s financial statements may differ from this NAV due to accounting principles generally accepted in the United States of America.

 

4   The Korea Fund, Inc. Semi-Annual Report  

| 12.31.23


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The Korea Fund, Inc. Schedule of Portfolio Investments

As of December 31, 2023 (unaudited)

 

 

Shares     Investments   Value ($)  
 

COMMON STOCKS–98.8%

 
  Automobile Components–4.0%    
  33,300    

Hankook Tire & Technology Co. Ltd.*

    $  1,170,390  
  23,850    

Hyundai Mobis Co. Ltd.

    4,369,631  
   

 

 

 
      5,540,021  
   

 

 

 
  Automobiles–4.4%    
  46,000    

Hyundai Motor Co. (Preference)

    4,072,958  
  25,400    

Kia Corp.*

    1,964,266  
   

 

 

 
      6,037,224  
   

 

 

 
  Banks–5.5%    
  87,500    

Hana Financial Group, Inc.

    2,935,151  
  30,500    

KakaoBank Corp.*

    671,602  
  96,600    

KB Financial Group, Inc.

    4,030,326  
   

 

 

 
      7,637,079  
   

 

 

 
  Biotechnology–1.6%    
  37,260    

APRILBIO Co. Ltd.*

    485,964  
  14,500    

Hugel, Inc.*

    1,677,855  
   

 

 

 
      2,163,819  
   

 

 

 
  Capital Markets–2.3%    
  23,300    

KIWOOM Securities Co. Ltd.*

    1,792,846  
  30,300    

Korea Investment Holdings Co. Ltd.*

    1,435,115  
   

 

 

 
      3,227,961  
   

 

 

 
  Chemicals–11.5%    
  34,800    

DL Holdings Co. Ltd.*

    1,382,599  
  76,100    

Dongsung Finetec Co. Ltd.*

    720,045  
  7,986    

Hansol Chemical Co. Ltd.*

    1,399,733  
  12,700    

Kumho Petrochemical Co. Ltd.*

    1,304,188  
  16,950    

LG Chem Ltd.*

    6,519,368  
  7,700    

Lotte Chemical Corp.*

    912,314  
  27,000    

SK IE Technology Co. Ltd.*(a)

    1,642,816  
  18,400    

SKC Co. Ltd.*

    1,286,645  
  2,900    

Soulbrain Co. Ltd.*

    681,451  
   

 

 

 
      15,849,159  
   

 

 

 
  Consumer Staples Distribution & Retail–1.2%    
  15,704    

BGF retail Co. Ltd.*

    1,594,941  
   

 

 

 
  Electronic Equipment, Instruments & Components–4.5%    
  28,500    

Samsung Electro-Mechanics Co. Ltd.*

    3,376,586  
  7,200    

Samsung SDI Co. Ltd.*

    2,621,454  
  8,680    

SOLUM Co. Ltd.*

    183,643  
   

 

 

 
      6,181,683  
   

 

 

 
  Entertainment–2.7%    
  8,750    

NCSoft Corp.*

    1,627,426  
  44,252    

Nexon Games Co. Ltd.*

    513,590  
  16,300    

SM Entertainment Co. Ltd.*

    1,162,759  
  12,000    

YG Entertainment, Inc.*

    473,489  
   

 

 

 
      3,777,264  
   

 

 

 

 

12.31.23 |

  The Korea Fund, Inc. Semi-Annual Report     5  


Table of Contents

The Korea Fund, Inc. Schedule of Portfolio Investments

As of December 31, 2023 (unaudited) (continued)

 

 

Shares     Investments   Value ($)  
  Food Products–2.5%    
  7,550    

CJ CheilJedang Corp.

    $  1,894,938  
  18,000    

Orion Corp.*

    1,615,322  
   

 

 

 
      3,510,260  
   

 

 

 
  Health Care Equipment & Supplies–0.4%    
  24,000    

Suheung Co. Ltd.*

    534,351  
   

 

 

 
  Household Durables–0.8%    
  25,500    

Coway Co. Ltd.*

    1,127,853  
   

 

 

 
  Industrial Conglomerates–1.6%    
  16,500    

SK, Inc.

    2,271,210  
   

 

 

 
  Insurance–2.4%    
  76,900    

Hyundai Marine & Fire Insurance Co. Ltd.*

    1,845,054  
  27,600    

Samsung Life Insurance Co. Ltd.*

    1,476,579  
   

 

 

 
      3,321,633  
   

 

 

 
  Interactive Media & Services–5.8%    
  10,335    

AfreecaTV Co. Ltd.*

    683,686  
  37,100    

Kakao Corp.*

    1,556,334  
  33,500    

NAVER Corp.*

    5,796,183  
   

 

 

 
      8,036,203  
   

 

 

 
  Life Sciences Tools & Services–3.0%    
  5,450    

Samsung Biologics Co. Ltd.*(a)

    3,206,126  
  18,900    

ST Pharm Co. Ltd.*

    991,726  
   

 

 

 
      4,197,852  
   

 

 

 
  Machinery–1.3%    
  130,000    

HSD Engine Co. Ltd.*

    985,663  
  36,500    

Hy-Lok Corp.*

    753,269  
   

 

 

 
      1,738,932  
   

 

 

 
  Metals & Mining–1.4%    
  5,200    

POSCO Holdings, Inc.

    1,999,352  
   

 

 

 
  Oil, Gas & Consumable Fuels–2.8%    
  16,300    

SK Innovation Co. Ltd.*

    1,763,949  
  39,700    

S-Oil Corp.

    2,137,761  
   

 

 

 
      3,901,710  
   

 

 

 
  Passenger Airlines–1.4%    
  105,000    

Korean Air Lines Co. Ltd.*

    1,939,883  
   

 

 

 
  Pharmaceuticals–1.0%    
  30,900    

HK inno N Corp.*

    1,065,006  
  7,200    

Yuhan Corp.*

    383,882  
   

 

 

 
      1,448,888  
   

 

 

 
  Professional Services–0.4%    
  71,554    

NICE Information Service Co. Ltd.*

    525,628  
   

 

 

 
  Semiconductors & Semiconductor Equipment–10.1%    
  27,000    

HAESUNG DS Co. Ltd.*

    1,152,784  
  117,000    

SK Hynix, Inc.

    12,769,142  
   

 

 

 
      13,921,926  
   

 

 

 

 

6   The Korea Fund, Inc. Semi-Annual Report  

| 12.31.23


Table of Contents

The Korea Fund, Inc. Schedule of Portfolio Investments

As of December 31, 2023 (unaudited) (continued)

 

 

Shares     Investments   Value ($)  
  Specialty Retail–1.4%    
  19,800    

Hotel Shilla Co. Ltd.*

    $  1,001,893  
  103,984    

K Car Co. Ltd.

    943,269  
   

 

 

 
      1,945,162  
   

 

 

 
  Technology Hardware, Storage & Peripherals–24.8%    
  440,500    

Samsung Electronics Co. Ltd.

    26,736,959  
  158,000    

Samsung Electronics Co. Ltd. (Preference)

    7,613,468  
   

 

 

 
      34,350,427  
   

 

 

 
 

Total Common Stocks (Cost $102,962,073)

    136,780,421  
   

 

 

 
 

Total Investments–98.8% (Cost $102,962,073)

    136,780,421  
 

Other Assets Less Liabilities–1.2%

    1,591,778  
   

 

 

 
  Net Assets–100.0%     $138,372,199  
   

 

 

 

 

Percentages indicated are based on net assets.

 

Abbreviations

Preference    A special type of equity investment that shares in the earnings of the company, has limited voting rights, and may have a dividend preference. Preference shares may also have liquidation preference.
(a)    Security exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.
*    Non-income producing security.

 

      Level 1
Quoted prices
     Level 2
Other significant
observable
inputs
     Level 3
Significant
unobservable
inputs
     Total  

Total Investments in Securities (a)

   $      $ 136,780,421               136,780,421  
(a)   Please refer to the schedule of portfolio investments for specifics of portfolio holdings.  

 

See Notes to Financial Statements   | 12.31.23 |   The Korea Fund, Inc. Semi-Annual Report     7  


Table of Contents

The Korea Fund, Inc. Statement of Assets and Liabilities

As of December 31, 2023 (unaudited)

 

     
Assets:       
 

Investments, at value

       $136,780,421  
 

Cash

       176,446  
 

Foreign currency, at value

       542,609  
 

Prepaid expenses and other assets

       45,345  
 

Receivables:

      
 

Investment securities sold

       851,916  
 

Dividends (net of withholding taxes)

       932,139  
 

Total Assets

       139,328,876  
 
Liabilities:       
 

Payables:

      
 

Investment securities purchased

       737,452  
 

Fund shares repurchased

       28,529  
 

Accrued liabilities:

      
 

Investment Management fees

       78,470  
 

Custodian, administrator and accounting agent fees

       36,800  
 

Other

       75,426  
 

Total Liabilities

       956,677  
 
Net Assets        $138,372,199  
 
Net Assets:       
 

Common Stock:

      
 

Par value ($0.01 per share, applicable to $4,878,173 shares issued and outstanding)

       $48,782  
 

Paid-in-capital in excess of par

       123,761,295  
 

Total distributable earnings (loss)

       14,562,122  
 
Net Assets        $138,372,199  
 
Net Asset Value Per Share        $28.37  
 

Cost of investments

       $102,962,073  
 

Cost of foreign currency

       535,018  

 

8   The Korea Fund, Inc. Semi-Annual Report   | 12.31.23 |   See Notes to Financial Statements


Table of Contents

The Korea Fund, Inc. Statement of Operations

For the Six Months Ended December 31, 2023 (unaudited)

 

     
Investment Income:       
 

Interest income

       $1,545  
 

Dividend income

       1,412,598  
 

Foreign taxes withheld (net)

       (236,726)  
 

Total investment income

       1,177,417  
 
Expenses:       
 

Investment Management (See Note 3)

       454,055  
 

Interest expense

       1  
 

Legal

       96,772  
 

Directors

       124,852  
 

Custodian, administrator and accounting agent fees

       107,211  
 

Insurance

       55,002  
 

Audit and tax services

       42,912  
 

Stockholder communications

       28,456  
 

Transfer agent

       16,598  
 

New York Stock Exchange listing

       31,250  
 

Other

       1,535  
 

Total expenses

       958,644  
 
Net Investment Income (loss)        218,773  
 
Realized/Unrealized Gains (Losses):       
 

Net realized gain (loss) on transactions from:

      
 

Investments

       (3,499,467)  
 

Foreign currency transactions

       75  
 

Net realized gain (loss)

       (3,499,392)  
 

Change in net unrealized appreciation/depreciation on:

      
 

Investments

       12,028,035  
 

Foreign currency translations

       11,720  
 

Change in net unrealized appreciation/depreciation

       12,039,755  
 

Net realized/unrealized gains (losses)

       8,540,363  
 
Change in Net Assets Resulting from Operations        $8,759,136  

 

See Notes to Financial Statements   | 12.31.23 |   The Korea Fund, Inc. Semi-Annual Report     9  


Table of Contents

The Korea Fund, Inc. Statements of Changes in Net Assets

For the Periods Indicated

 

         
           Six Months Ended
December 31, 2023
(Unaudited)
           Year Ended
June 30, 2023
 
   
Change in Net Assets Resulting from Operations:              
   

Net investment income

       $218,773          $925,212  
   

Net realized (loss)

       (3,499,392)          (12,490,770)  
   

Change in net unrealized appreciation/depreciation

       12,039,755          17,721,120  
   

Change in net assets resulting from operations

       8,759,136          6,155,562  
   
Distributions to Stockholders:              
   

Distributable earnings

                (16,400,673)  
   

Return of capital

                (109,644)  
   

Total distributions to stockholders

                (16,510,317)  
   
Common Stock Transactions:              
   

Cost of shares repurchased

       (1,105,125)          (1,726,806)  
   
Net Assets:              
   

Change in net assets

       7,654,011          (12,081,561)  
   

Beginning of period

       130,718,188          142,799,749  
   

End of period

       $138,372,199          $130,718,188  
   
Shares Activity:              
   

Shares outstanding, beginning of year

       4,929,184          5,003,506  
   

Shares repurchased

       (51,011)          (74,322)  
   

Shares outstanding, end of year

       4,878,173          4,929,184  

 

10   The Korea Fund, Inc. Semi-Annual Report   | 12.31.23 |   See Notes to Financial Statements


Table of Contents

The Korea Fund, Inc. Financial Highlights

For a share of stock outstanding throughout each period^:

 

         
        Six Months
Ended
December 31,
2023
(Unaudited)
        Year ended June 30,  
        2023           2022           2021           2020           2019  

Net asset value, beginning of period

      $26.52         $28.54         $54.37         $31.09         $32.78         $42.39  

Investment Operations:

                                   

Net investment income (1)

      0.04         0.19         0.32         0.21         0.16         0.22  

Net realized and change in unrealized gain (loss)

      1.76         1.06         (17.05       23.58         (1.85       (4.76

Total from investment operations

      1.80         1.25         (16.73       23.79         (1.69       (4.54

Dividends and Distributions to Stockholders from:

                                 

Net investment income

              (0.03       (2.05       (0.53       (0.07       (0.61

Net realized gains

              (3.27       (7.06                       (4.62

Return of capital

              (0.02                                

Total dividends and distributions to stockholders

              (3.32       (9.11       (0.53       (0.07       (5.23

Common Stock Transactions:

                                 

Accretion to net asset value resulting from share repurchases and tender offer

      0.05         0.05         0.01         0.02         0.07         0.16  

Net asset value, end of period

      $28.37         $26.52         $28.54         $54.37         $31.09         $32.78  

Market price, end of period

      $23.40         $23.14         $24.35         $46.16         $25.85         $28.84  

Total return: (2)

                                   

Net asset value

      6.98       5.34       (35.39 )%        76.93       (4.96 )%        (9.92 )% 

Market price

      1.12       8.60       (33.55 )%        80.66       (10.15 )%        (10.97 )% 

RATIOS/SUPPLEMENTAL DATA:

 

                             

Net assets, end of period (000s)

      $138,372         $130,718         $142,800         $272,946         $156,745         $168,093  

Ratio of expenses to average net assets

      1.48 %(3)        1.46       1.21       1.12       1.22       1.25

Ratio of net investment income to average net assets

      0.34 %(3)        0.70       0.77       0.46       0.52       0.62

Portfolio turnover rate

      19       37       35       81       42       27

 

^   A “—” may reflect actual amounts rounding to less than $0.01 or 0.01%.  
(1)   Calculated on average common shares outstanding during the period.  
(2)   Total return is calculated by subtracting the value of an investment in the Fund at the beginning of the specified period from the value at the end of the period and dividing the remainder by the value of the investment at the beginning of the period and expressing the result as a percentage. The calculation assumes that all dividends and distributions, if any, have been reinvested. Total return does not reflect broker commissions or sales charges in connection with the purchase or sale of Fund shares. Total return does not reflect the deduction of taxes that a shareholder may pay on the receipt of distributions made by the Fund or on proceeds of any sales of the Fund’s shares made by a shareholder. Total return on net asset value may reflect adjustments to conform to U.S. GAAP. Total investment return for a period of less than one year is not annualized. Performance at market price will differ from results at NAV. Although market price returns typically reflect investment results over time, during shorter periods returns at market price can also be influenced by factors such as changing views about the Fund, market conditions, supply and demand for the Fund’s shares, or changes in the Fund’s dividends.  
(3)   Annualized.  

 

See Notes to Financial Statements   | 12.31.23 |   The Korea Fund, Inc. Semi-Annual Report     11  


Table of Contents

The Korea Fund, Inc. Notes to Financial Statements

December 31, 2023 (unaudited)

 

 

1. Organization and Significant Accounting Policies

 

The Korea Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended, as a closed-end, non-diversified management investment company organized as a Maryland corporation, and accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. JPMorgan Asset Management (Asia Pacific) Limited (the “Investment Adviser”) serves as the Fund’s investment manager. The Fund has authorized 200 million shares of common stock with $0.01 par value. The Korea Fund has filed a notice under the Commodity Exchange Act under Regulation 4.5 that The Korea Fund is operated by JPMorgan Asset Management (Asia Pacific) Limited, a registered investment adviser that has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.

 

The Fund’s investment objective is to seek long-term capital appreciation through investment in securities, primarily equity securities, of Korean companies. There can be no assurance that the Fund will meet its stated objective.

 

The preparation of the Fund’s financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Fund’s management to make estimates and assumptions that affect the reported amounts and disclosures in the Fund’s financial statements. Actual results could differ from those estimates.

 

Like many other companies, the Fund’s organizational documents provide that its officers (“Officers”) and the Board of Directors of the Fund (the “Board” or the “Directors”) are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, both in some of its principal service contracts and in the normal course of its business, the Fund enters into contracts that provide indemnifications to other parties for certain types of losses or liabilities. The Directors’ maximum exposure under these arrangements is unknown as this could involve future claims against the Fund.

 

The following is a summary of significant accounting policies consistently followed by the Fund:

 

(a) Valuation of Investments

Portfolio securities and other financial instruments for which market quotations are readily available are valued at market value. Market values for various types of securities and other instruments are determined on the basis of closing prices or last sales prices on an exchange or other market, or based on quotes or other market information obtained from quotation reporting systems, established market makers or independent pricing services. For foreign equity securities (with certain exceptions, if any), the Fund fair values its securities daily using modeling tools provided by a statistical research service. This service utilizes statistics and programs based on historical performance of markets and other economic data (which may include changes in the value of U.S. securities or security indices). Investments in mutual funds are valued at the net asset value (“NAV”) as reported on each business day.

 

Portfolio securities and other financial instruments for which market quotations are not readily available (including in cases where available market quotations are deemed to be unreliable), are fair valued, in good faith, under Rule 2a-5, 1940 Act, the Manager has been designated as “valuation designee”, pursuant to procedures established by the Board, or persons acting at their discretion (“Valuation Committee”) pursuant to procedures established by the Board. The Fund’s investments are valued daily and the Fund’s NAV is calculated as of the close of regular trading (normally 4:00 p.m. Eastern Time) on the New York Stock Exchange (“NYSE”) on each day the NYSE is open for business using prices supplied by an independent pricing service or broker/dealer quotations, or by using the last sale or settlement price on the exchange that is the primary market for such securities, or the mean between the last bid and ask quotations. In unusual circumstances, the Board or the Valuation Committee may in good faith determine the NAV as of 4:00 p.m., Eastern Time, notwithstanding an earlier, unscheduled close or halt of trading on the NYSE.

 

Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost unless the Board or its Valuation Committee determines that particular circumstances dictate otherwise.

 

Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the NAV of the Fund’s shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed.

 

The prices used by the Fund to value securities may differ from the value that would be realized if the securities were sold and these differences could be material to the Fund’s financial statements.

 

12   The Korea Fund, Inc. Semi-Annual Report  

| 12.31.23


Table of Contents

The Korea Fund, Inc. Notes to Financial Statements

December 31, 2023 (unaudited) (continued)

 

 

1. Organization and Significant Accounting Policies (continued)

 

(b) Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants. The three levels of the fair value hierarchy are described below:

 

    Level 1—unadjusted quoted prices in active markets for identical investments that the Fund has the ability to access
    Level 2—valuations based on other significant observable inputs, which may include, but are not limited to, quoted prices for similar assets or liabilities, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates or other market corroborated inputs
    Level 3—valuations based on significant unobservable inputs (including the Investment Adviser’s or Valuation Committee’s own assumptions and securities whose price was determined by using a single broker’s quote)

 

The valuation techniques used by the Fund to measure fair value during the year ended December 31, 2023 were intended to maximize the use of observable inputs and to minimize the use of unobservable inputs.

 

An investment asset’s or liability’s level within the fair value hierarchy is based on the lowest level input, individually or in aggregate, that is significant to the fair value measurement. The objective of fair value measurement remains the same even when there is a significant decrease in the volume and level of activity for an asset or liability and regardless of the valuation techniques used.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following are certain inputs and techniques that the Fund generally uses to evaluate how to classify each major category of assets and liabilities within Level 2 and Level 3, in accordance with U.S. GAAP.

 

An asset or liability for which market values cannot be measured using the methodologies described above is valued by methods deemed reasonable in good faith by the Valuation Committee, following the procedures established by the Board, to represent fair value. Under these procedures, the Fund generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Fund’s valuation procedures may differ from valuations for the same security determined by other funds using their own valuation procedures. Although the Fund’s valuation procedures are designed to value a security at the price the Fund may reasonably expect to receive upon the security’s sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Fund would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available.

 

Equity Securities (Common and Preferred Stock)—Equity securities traded in inactive markets and certain foreign equity securities are valued using inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index, or evaluated price quotes received from independent pricing services that take into account the integrity of the market sector and issuer, the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or security. To the extent that these inputs are observable, the values of equity securities are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

(c) Investment Transactions and Investment Income

Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on an identified cost basis. Interest income on uninvested cash is recorded upon receipt. Dividend income is recorded on the ex-dividend date. Korean-based corporations have generally adopted calendar year-ends, and their interim and final corporate actions are normally approved, finalized and announced by their boards of directors and stockholders in the first and third quarters of each calendar year. Generally, estimates of their dividends are accrued on the ex-dividend date principally in the prior December and/or June period ends. These dividend announcements are recorded by the Fund on such ex-dividend dates. Any subsequent adjustments thereto by Korean corporations are recorded when announced. Presently, dividend income from Korean equity investments is earned primarily in the last calendar quarter of each year, and will be received primarily in the first calendar quarter of the following year. Certain other dividends and related withholding taxes, if applicable, from Korean securities may be recorded subsequent to the ex-dividend date as soon as the Fund is informed of such dividends and taxes. Dividend and interest income on the Statement of Operations are shown net of any foreign taxes withheld on income from foreign securities.

 

12.31.23 |

  The Korea Fund, Inc. Semi-Annual Report     13  


Table of Contents

The Korea Fund, Inc. Notes to Financial Statements

December 31, 2023 (unaudited) (continued)

 

 

1. Organization and Significant Accounting Policies (continued)

 

(d) Federal Income Taxes

The Fund intends to distribute all of its taxable income and to comply with the other requirements of Subchapter M of the U.S. Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, no provision for U.S. federal income taxes is required. The Fund may be subject to excise tax based on distributions to stockholders.

 

Accounting for uncertainty in income taxes establishes for all entities, including pass-through entities such as the Fund, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. In accordance with provisions set forth under U.S. GAAP, the Investment Adviser has reviewed the Fund’s tax positions for all open tax years.

 

As of December 31, 2023, the Fund has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions they have taken. The Fund’s U.S. federal income tax returns for the prior three years, as applicable, remain subject to examination by the Internal Revenue Service.

 

(e) Foreign Investment and Exchange Controls in Korea

The Foreign Exchange Transaction Act, the Presidential Decree relating to such Act and the regulations of the Minister of Strategy and Finance (formerly known as Minister of Finance and Economy) issued thereunder impose certain limitations and controls which generally affect foreign investors in Korea. Through August 18, 2005, the Fund had a license from the Ministry of Finance and Economy to invest in Korean securities and to repatriate income received from dividends and interest earned on, and net realized capital gains from, its investments in Korean securities or to repatriate from investment principal up to 10% of the NAV (taken at current value) of the Fund (except upon termination of the Fund, or for expenses in excess of Fund income, in which case the foregoing restriction shall not apply). Under the Foreign Exchange Transaction Act, the Minister of Strategy and Finance has the power, with prior (posterior in case of urgency) public notice of scope and duration, to suspend all or a part of foreign exchange transactions when emergency measures are deemed necessary in case of radical change in the international or domestic economic situation. The Fund could be adversely affected by delays in, or the refusal to grant, any required governmental approval for such transactions.

 

The Fund relinquished its license from the Korean Ministry of Finance and Economy effective August 19, 2005. The Fund had engaged in negotiations with the Korean Ministry of Finance and Economy concerning the feasibility of the Fund’s license being amended to allow the Fund to repatriate more than 10% of Fund capital. However, the Ministry of Finance and Economy advised the Fund that the license cannot be amended as a result of a change in the Korean regulations. As a result of the relinquishment of the license, the Fund is subject to the Korean securities transaction tax equal to 0.20%of the fair market value of any portfolio securities transferred by the Fund on the Korea Exchange and 0.35% of the fair market value of any portfolio securities transferred outside of the Korea Exchange. The relinquishment did not otherwise affect the Fund’s operations. For the six months ended December 31, 2023, the Fund incurred $53,700 in transaction taxes in connection with portfolio securities transferred by the Fund on the Korea Exchange. These transaction costs are not accrued and are accounted for on a paid basis only. The transaction tax is levied as a percentage of the fair market value at the time of disposal and is deducted from the sale proceeds so the Fund receives the net proceeds only. No accrual for this transaction tax is included in the fair market value price used to value each security on a daily basis. Net realized gain (loss) on investments on the Statement of Operations is shown net of the transaction taxes incurred by the Fund.

 

Certain securities held by the Fund may be subject to aggregate or individual foreign ownership limits. These holdings are in industries that are deemed to be of national importance.

 

(f) Dividends and Distributions

The Fund declares dividends from net investment income and distributions of net realized capital gains, if any, at least annually. The Fund records dividends and distributions on the ex-dividend date. The amount of dividends from net investment income and distributions from net realized capital gains is determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These “book-tax” differences are considered either temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal income tax treatment; temporary differences do not require reclassification. To the extent dividends and/or distributions exceed current and accumulated earnings and profits for federal income tax purposes, they are reported as dividends and/or distributions to stockholders from return of capital.

 

(g) Foreign Currency Translation

The Fund’s accounting records are maintained in U.S. dollars as follows: (1) the foreign currency market values of investments and other assets and liabilities denominated in foreign currencies are translated at the prevailing exchange rate at the end of the period; and (2) purchases and sales, income and expenses are translated at the prevailing exchange rate on the respective dates of such transactions. The resulting net foreign currency gain (loss) is included in the Fund’s Statement of Operations.

 

14   The Korea Fund, Inc. Semi-Annual Report  

| 12.31.23


Table of Contents

The Korea Fund, Inc. Notes to Financial Statements

December 31, 2023 (unaudited) (continued)

 

 

1. Organization and Significant Accounting Policies (continued)

 

The Fund does not generally isolate that portion of the results of operations arising as a result of changes in foreign currency exchange rates from the fluctuations arising from changes in the market prices of securities. Accordingly, such foreign currency gain (loss) is included in net realized and unrealized gain (loss) on investments. However, the Fund does isolate the effect of fluctuations in foreign currency exchange rates when determining the gain (loss) upon the sale or maturity of foreign currency denominated debt obligations pursuant to U.S. federal income tax regulations; such amount is categorized as foreign currency gain (loss) for both financial reporting and income tax reporting purposes.

 

At December 31, 2023, the Korean WON (“W”)/U.S. dollar (“$”) exchange rate was W 1,288.10 to $1.

 

(h) Securities Lending

The Fund may engage in securities lending in order to generate additional income. The Fund is able to lend to approved borrowers. Goldman Sachs Bank USA (‘Goldman Sachs’) serves as lending agent for the Fund, pursuant to a Securities Lending Agency Agreement (the ‘Securities Lending Agency Agreement’). Securities loaned are collateralized by cash equal to at least 100% of the market value of the loaned securities, which is invested in shares of the Goldman Sachs Financial Square Government Fund. During the term of the loan, the Fund will continue to receive any dividends or amounts equivalent thereto, on the loaned securities while receiving a fee from the borrower and/or earning interest on the investment of the cash collateral. Securities lending income is disclosed as such in the Statement of Operations. Income generated from the investment of cash collateral, less negotiated rebate fees paid to borrowers and transaction costs, is allocated between the Fund and securities lending agent. Cash collateral received for securities on loan is invested in securities identified in the Schedule of Investments and the corresponding liability is recognized as such in the Statement of Assets and Liabilities. Loans are subject to termination at the option of the borrower or the Fund. Under the Securities Lending Agency Agreement, Goldman Sachs marks to market the loaned securities on a daily basis. In the event the cash received from the borrower is less than 105% of the value of the loaned securities (102% for U.S. securities), Goldman Sachs requests additional cash from the borrower so as to maintain a collateralization level of at least 105% of the value of the loaned securities plus accrued interest (102% for U.S. securities), subject to certain de minimus amounts.

 

Upon termination of the loan, the borrower will return to the lender securities identical to the loaned securities. The Fund may pay reasonable finders’, administration and custodial fees in connection with a loan of its securities and may share the interest earned on the collateral with the borrower. The Fund bears the risk of delay in recovery of, or even loss of rights in, the securities loaned should the borrower of the securities fail financially. The Fund also bears the risk of loss in the event the securities purchased with cash collateral depreciate in value.

 

The Fund did not have any securities on loan at December 31, 2023.

 

2. Principal Risks

In the normal course of business, the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to, among other things, changes in the market (market risk) or failure of the other party to a transaction to perform (counterparty risk). The Fund is also exposed to other risks such as, but not limited to, foreign currency risk.

 

To the extent the Fund directly invests in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in derivatives that provide exposure to foreign currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including economic growth, inflation, changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund’s investments in foreign currency-denominated securities may reduce the returns of the Fund. The local emerging market currencies in which the Fund may be invested may experience substantially greater volatility against the U.S. dollar than the major convertible currencies in developed countries.

 

The Fund is subject to elements of risk not typically associated with investments in the U.S., due to concentrated investments in foreign issuers located in a specific country or region. Such concentrations will subject the Fund to additional risks resulting from future political or economic conditions in such country or region and the possible imposition of adverse governmental laws or currency exchange restrictions affecting such country or region, which could cause the securities and their markets to be less liquid and prices more volatile than those of comparable U.S. companies.

 

The Fund may be subject to increased risk to the extent it allocates assets among investment styles and certain styles under-perform relative to other investment styles.

 

12.31.23 |

  The Korea Fund, Inc. Semi-Annual Report     15  


Table of Contents

The Korea Fund, Inc. Notes to Financial Statements

December 31, 2023 (unaudited) (continued)

 

 

2. Principal Risks (continued)

 

The market values of securities may decline due to general market conditions (market risk) which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, adverse changes to credit markets or adverse investor sentiment. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity-related investments generally have greater market price volatility than fixed income securities, although under certain market conditions fixed income securities may have comparable or greater price volatility. Credit ratings downgrades may also negatively affect securities held by the Fund. Even when markets perform well, there is no assurance that the investments held by the Fund will increase in value along with the broader market. In addition, market risk includes the risk that local, regional or global events, including geopolitical and other events may disrupt the economy on a national or global level. For example, events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the economy or the markets for financial instruments and, as a result, could have a significant impact on the Fund and its investments. As a further example, an outbreak of respiratory disease caused by a novel coronavirus designated as COVID-19 was first detected in China in December 2019 and subsequently spread globally, being designated as a pandemic in early 2020. The transmission of COVID-19 and efforts to contain its spread have resulted in, among other things, border closings and other significant travel restrictions and disruptions; mandatory stay-at-home and work-from-home orders in numerous countries, including the United States; significant disruptions to business operations, supply chains and customer activity, as well as mandatory business closures; lower consumer demand for goods and services; event cancellations and restrictions; cancellations, reductions and other changes in services; significant challenges in healthcare service preparation and delivery; public gathering limitations and prolonged quarantines; and general concern and uncertainty. These effects have exacerbated the significant risks inherent in market investments, and the COVID-19 pandemic has meaningfully disrupted the global economy and markets, causing market losses across a range of asset classes, as well as both heightened market volatility and increased illiquidity for trading. Although the long-term economic fallout of COVID-19 is difficult to predict, it has the potential to continue to have ongoing material adverse effects on the global economy, the economies of individual countries, and the financial performance of individual issuers, sectors, industries, asset classes, and markets in significant and unforeseen ways. Health crises caused by the outbreak of COVID-19 may also exacerbate other pre-existing political, social, economic, market and financial risks. The effects of the outbreak in developing or emerging market countries may be greater due to less established health care systems. The COVID-19 pandemic and its effects may last for an extended period of time, result in significant market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn or recession. Furthermore, the ability of the Investment Adviser or its affiliates to operate effectively, including the ability of personnel to function, communicate and travel to the extent necessary to carry out the Fund’s investment strategies and objectives, may be materially impaired. All of the foregoing could impair Fund’s ability to maintain operational standards (such as with respect to satisfying redemption requests), disrupt the operations of the Fund’s service providers, adversely affect the value and liquidity of the Fund’s investments, and negatively impact the Fund’s performance and your investment in the respective Fund.

 

The Fund is exposed to counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will default. The potential loss to the Fund could exceed the value of the financial assets recorded in the Fund’s financial statements. Financial assets, which potentially expose the Fund to counterparty risk, consist principally of cash due from counterparties and investments. The Investment Adviser seeks to minimize the Fund’s counterparty risk by performing reviews of each counterparty and by minimizing concentration of counterparty risk by undertaking transactions with multiple customers and counterparties on recognized and reputable exchanges. Delivery of securities sold is only made once the Fund has received payment. Payment is made on a purchase once the securities have been delivered by the counterparty. The trade will fail if either party fails to meet its obligation.

 

3. Investment Adviser

The Fund has an Investment Advisory Agreement (the “Advisory Agreement”) with the Investment Adviser. Subject to the supervision of the Fund’s Board, the Investment Adviser is responsible for managing, either directly or through others selected by it, the Fund’s investment activities, business affairs, and other administrative matters. Pursuant to the Management Agreement, the investment adviser receives an annual fee, payable monthly, at the annual rate of 0.70% of the value of the Fund’s average daily net assets up to $250 million and 0.65% of average daily net assets in excess of $250 million.

 

4. Related Party, Other Service Provider Transactions and Directors

JPMorgan Asset Management (Asia Pacific) Limited (the “Investment Adviser”), an indirect wholly-owned subsidiary of JPMorgan Chase & Co. (‘JPMorgan’) provides investment advisory services to the Fund under the terms of an investment advisory agreement. See Section 3 Investment Adviser of this report for details of the fee relating to that agreement.

 

16   The Korea Fund, Inc. Semi-Annual Report  

| 12.31.23


Table of Contents

The Korea Fund, Inc. Notes to Financial Statements

December 31, 2023 (unaudited) (continued)

 

 

4. Related Party, Other Service Provider Transactions and Directors (continued)

 

During the year ended December, 2023, the Fund did not pay any brokerage commissions to JPMorgan companies or affiliated brokers/dealers.

 

(a) Related Party, Other Service Provider Transactions

Pursuant to an Administration Agreement, JPMorgan Chase Bank N.A. (‘JPMCB’) (the ‘Administrator’), an affiliate of JPMorgan Asset Management (Asia Pacific) Limited (the ‘Investment Adviser’) provides certain administration services to the Fund. In consideration of these services, the Administrator receives a fee accrued daily and paid monthly at an annual rate of $78,000.

 

Pursuant to a Global Custody Agreement, JPMCB also provides portfolio custody and accounting services to the Fund. For performing these services, the Fund pays JPMCB transaction and asset-based fees that vary according to the number of transactions and positions, plus out-of-pocket expenses. The accounting fee is subject to a minimum annual fee of $20,000. The amounts paid directly to JPMCB by the Fund for administration, custody and accounting services are included in Custodian, administrator and accounting agent fees on the Statement of Operations.

 

Pursuant to a Services Agreement, JPMorgan Funds Limited (‘JPMFL’), an affiliate of the Investment Adviser, provides various services (including fund secretarial and administration services) for the Fund. JPMFL receives no compensation from the Fund for these services, JPMFL receives its fee from its affiliate, JPMorgan Asset Management (Asia Pacific) Limited in the form of an intercompany credit.

 

(b) Directors

The Fund pays each of its Directors who is not a director, officer or employee of the Advisor, Administrator or any affiliate thereof, an annual fee of $56,000, the Audit Committee Chairman $64,000 and the Chairman $70,000 which includes a $2,500 attendance fee. Per Special In-Person Meeting a fee of $3,000 is payable or $1,000 per special Board meeting attended telephonically. In addition, each director is eligible to receive a per diem fee of $2,000 per day, or pro-rated fee for a lessor period, as compensation for taking on special assignments. Such special assignments must be approved in advance by the Governance, Nominating and Remuneration Committee, except that special assignments for which compensation will be less than $5,000 may be approved in advance by the Chairman of the Governance, Nominating and Remuneration Committee. A report regarding compensation for such assignments will be provided to the full Governance, Nominating and Remuneration Committee at their next regular meeting.

 

5. Investments in Securities

For the six months ended December 31, 2023, purchases and sales of investments, other than short-term securities were $24,785,971 and $26,339,503, respectively.

 

6. Income Tax Information

At December 31, 2023, the cost basis of portfolio securities for federal income tax purposes was $102,962,073. Gross unrealized appreciation was $43,477,872 gross unrealized depreciation was $9,659,524; and net unrealized appreciation was $33,818,348.

 

7. Discount Management Program

The Fund has a share repurchase program under which the Fund will repurchase in each twelve month period ended June 30, up to 10% of its common stock outstanding as of the close of business on June 30 the prior year. The shares are permitted to be repurchased at differing trigger levels without announcement. The Fund will repurchase shares at a discount, in accordance with procedures approved by the Board. Subject to these procedures, the timing and amount of any shares repurchased will be determined by the Board and/or its Discount Management Committee in consultation with the Investment Adviser.

 

For the six months ended December 31, 2023, the Fund repurchased 51,011 shares of its common stock on the open market, which represented 1.03% of the shares outstanding at June 30, 2023 at a total cost, inclusive of commissions (charged on a tiered rate basis), of $1,105,125 at a per-share weighted average discount to NAV of 17.61%. For the year ended June 30, 2023, the Fund repurchased 74,322 shares of its common stock on the open market, which represented 1.49% of the shares outstanding at June 30, 2022 at a total cost, inclusive of commissions (charged on a tiered rate basis), of $1,726,806 at a per-share weighted average discount to NAV of 14.68%.

 

8. Fund Ownership

At December 31, 2023, the City of London Investment Group PLC, Lazard Asset Management LLC, 1607 Capital Partners LLC, Allspring Global Investments Holdings LLC and Bill & Melinda Gates Foundation Trust held approximately 36%, 15%, 9%, 8% and 7%, respectively, of the Fund’s outstanding shares. Investment activities of these stockholders could have a material impact to the Fund.

 

12.31.23 |

  The Korea Fund, Inc. Semi-Annual Report     17  


Table of Contents

The Korea Fund, Inc. Annual Stockholder Meeting Results/ Changes to the

Board of Directors/ Proxy Voting Policies & Procedures (unaudited)

 

 

Annual Stockholder Meeting Results

 

The Fund held its annual meeting of stockholders on October 26, 2023. Stockholders voted as indicated below:

 

      Affirmative    Against      Abstain  

Re-election Mr. Matthew J. Sippel who serves as a Class II Director

   4,014,280      218,387        13,630  

 

Mr. Julian MI. Reid, who serves as a Class I Director, Madam Yan Hu, who serves as a Class III Director and Mr. Richard A. Silver, who serves as a Class III Director continue to serve as Directors of the Fund.

 

 

 

Proxy Voting Policies & Procedures:

 

A description of the policies and procedures that the Fund has adopted to determine how to vote proxies relating to portfolio securities and information about how the Fund voted proxies relating to portfolio securities held during the most recent twelve month period ended June 30 is available (i) without charge, upon request, by calling the Fund’s stockholder servicing agent at (866) 706-0510; (ii) on the Fund’s website at www.thekoreafund.com; and (iii) on the Securities and Exchange Commission website at www.sec.gov.

 

18   The Korea Fund, Inc. Semi-Annual Report  

| 12.31.23


Table of Contents

The Korea Fund, Inc. Privacy Policy (unaudited)

 

 

   
FACTS   WHAT DOES THE KOREA FUND, INC. DO WITH YOUR PERSONAL INFORMATION?
Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

  Social Security number and account balances

  transaction history and account transactions

  checking account information and wire transfer instructions

When you are no longer our customer, we continue to share your information as described in this notice.

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons The Korea Fund, Inc. chooses to share; and whether you can limit this sharing.

 

     
Reasons we can share your personal information   Does The Korea
Fund, Inc. share?
  Can you limit this
sharing?

For our everyday business purposes —

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  YES   NO

For marketing purposes —

to offer our products and services to you

  YES   NO
For joint marketing with other financial companies   NO   WE DON’T SHARE

For our affiliates’ everyday business purposes —

information about your transactions and experiences

  NO   WE DON’T SHARE

For our affiliates’ everyday business purposes —

information about your creditworthiness

  NO   WE DON’T SHARE
For nonaffiliates to market to you   NO   WE DON’T SHARE

 

   
QUESTIONS?   Call 1-866-706-0510 or go to www.thekoreafund.com

 

12.31.23 |

  The Korea Fund, Inc. Semi-Annual Report     19  


Table of Contents

The Korea Fund, Inc. Privacy Policy (unaudited) (continued)

 

 

Page 2

 
 
Who we are
Who is providing this notice?   The Korea Fund, Inc.

 

 
What we do
How does The Korea Fund, Inc. protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We authorize our employees to access your information only when they need it to do their work and we require companies that work for us to protect your information.
How does The Korea Fund, Inc. collect my personal information?  

We collect your personal information, for example, when you:

  open an account or provide account information

  give us your contact information or pay us by check

  make wire transaction

 

We also collect your personal information from others such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

  sharing for affiliates’ everyday business purposes — information about your creditworthiness

  affiliates from using your information to market to you

  sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

 
Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

  The Korea Fund, Inc. does not share with affiliates.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

  The Korea Fund, Inc. does not share with nonaffiliates so that they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

  The Korea Fund, Inc. does not jointly market.

 

20   The Korea Fund, Inc. Semi-Annual Report  

| 12.31.23


Table of Contents

The Korea Fund, Inc. Matters Relating to the Directors’ Consideration of the

Investment Advisory Agreement

 

 

The Investment Company Act of 1940 (the “1940 Act”) requires that both the full Board of Directors and a majority of the Directors of the Fund who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Directors”), voting separately, annually approve the continuation of the Fund’s investment advisory agreement (the “Agreement”) with the Investment Adviser. The Fund’s Board is comprised of four Directors, all of whom are Independent Directors. At an in-person meeting, the Board approved the continuation of the Agreement for an additional one-year term commencing January 1, 2024, and held additional meetings to consider various aspects of the information provided by the Investment Adviser and its affiliates in connection with their review, as summarized below (together, the “Review Meetings”). The Board approved the continuation of the Agreement at the recommendation of the Board’s Contracts Committee, which is comprised of all four Independent Directors, and which met separately from management in connection with the Review Meetings. Throughout the Board’s process for considering the proposed continuation of the Agreement, the Directors received legal advice from legal counsel that is experienced in 1940 Act matters, and with whom they met separately throughout the process.

 

The Agreement took effect for an initial two-year term on January 1, 2021, in connection with a transition (the “JPMorgan Transition”) of the Fund’s day-to-day portfolio management, administration, fund accounting, custody and other services from the Fund’s prior investment manager to the Investment Adviser and various of its affiliates (“Other JPMorgan Entities” and, together with the Investment Adviser, “JPMorgan”). The Agreement was initially approved by the Board and the Fund’s stockholders in connection with the JPMorgan Transition. Pursuant to the Agreement, the Investment Adviser provides the day-to-day portfolio management services required by the Fund and receives in return an annual fee, payable monthly, at the annual rate of 0.70% of the value of the Fund’s average daily net assets up to $250 million and 0.65% of average daily net assets in excess of $250 million. In connection with the JPMorgan Transition, the Board also unanimously approved (i) a Services Agreement between the Fund and JPMorgan Funds Limited (“JPMFL”), pursuant to which JPMFL provides or procures compliance, legal, recordkeeping, service provider oversight and other administrative services for the Fund, including the provision of personnel of JPMFL or its affiliates to serve as officers of the Fund, (ii) a Fund Administrative Services Agreement between the Fund and JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), pursuant to which JPMorgan Chase provides fund accounting, financial regulatory and reporting, treasury, tax, compliance reporting and other administrative services for the Fund, and (iii) a Global Custody Agreement between the Fund and JPMorgan Chase, pursuant to which JPMorgan Chase serves as custodian and provides related services on behalf of the Fund (together, the “Other JPMorgan Agreements”). The Board also approved a Fee Agreement with JPMorgan setting forth fees and expenses to be paid or reimbursed to JPMorgan Chase for fund accounting and other administrative services and custody services under the Fund Administrative Services Agreement and Global Custody Agreement and an expense limitation arrangement (the “Expense Limitation”) pursuant to which the Investment Adviser has agreed to waive a portion of its investment advisory fee and/or pay expenses of the Fund such that, for a three-year period following the initial effectiveness of the Agreement, the Fund’s fees and expenses for administrative services provided by the prior investment manager will not exceed $78,000 per annum and fees and expense for fund accounting services provided by the prior investment manager will not exceed $20,000 per annum.

 

In connection with the JPMorgan Transition, the Board also adopted a policy pursuant to which it will cause the Fund to conduct an issuer tender offer for up to twenty-five percent (25%) of its then issued and outstanding shares of common stock on or before September 30, 2024, and thereafter on each third year anniversary, if the Fund’s total return investment performance measured on a net asset value basis does not equal or exceed the total return investment performance of the MSCI Korea 25/50 Index (as described and measured in the Fund’s June 30, 2020 annual shareholder report) during the period commencing on April 1, 2021 and ending on June 30, 2024 (and for three-year testing periods thereafter). The Directors may not terminate or amend the policy without shareholder approval. However, the size of any such tender offer (up to twenty-five percent (25%)), the price at which shares are to be tendered and other terms and conditions of such tender offer would be determined by the Board in its discretion based on its review and consideration of the then-current size of the Fund, market conditions and other factors it deems relevant.

 

Prior to the Review Meetings, on behalf of the Directors, Fund counsel provided a written request for information from the Investment Adviser and other applicable JPMorgan Entities to provide all information as may reasonably be necessary for the Directors to evaluate the terms of the Agreement and its proposed continuation. In response to this request, the Board received and relied upon materials provided by or at the request of the Investment Adviser and other Other JPMorgan Entities. This information included, among other items, information from Broadridge Financial Solutions (“Broadridge”), an independent third-party consultant, comparing the Fund’s investment performance and fees and expenses with a peer group of U.S. domiciled closed-end funds selected by Broadridge from Morningstar’s database with strategies that invest in equity securities in the Asia Pacific region (the “Broadridge Peer Group”) and with the funds in the broader Morningstar Miscellaneous Region category (the “Broadridge Classification”). The Directors also received information compiled from Morningstar regarding the investment performance of the Fund in comparison to funds and accounts managed by JPMorgan and other managers that focus on Korean equity securities. The Directors

 

12.31.23 |

  The Korea Fund, Inc. Semi-Annual Report     21  


Table of Contents

The Korea Fund, Inc. Matters Relating to the Directors’ Consideration of the

Investment Advisory Agreement (continued)

 

 

also received and reviewed performance information for the Fund in comparison to its benchmark indices (MSCI Korea and MSCI Korea 25-50). The performance information received by the Directors covered various periods through September 30, 2023. Among other information, the Directors also took into account (i) information regarding the background and qualifications of the portfolio managers and other personnel at the Investment Adviser who provide investment management, research, portfolio trading and other asset management services on behalf of the Fund and related technologies and systems in place at the Investment Adviser; (ii) information regarding the overall organization of the Investment Adviser and other applicable Other JPMorgan Entities, including the most recent audited financial statements of the Investment Adviser’s parent company, JPMorgan Chase & Co.; (iii) information regarding the estimated annual profitability to the Investment Adviser and its affiliates from their relationship with the Fund under the Agreement and other arrangements with Other JPMorgan Entities; (iv) descriptions of the compliance policies and program of the Investment Adviser and Other JPMorgan Entities applicable to the Fund; (vi) descriptions of the various programs in place at the Investment Adviser and otherwise at JPMorgan to oversee and manage various categories of investment, operational, business and strategic and other risks, including with respect to business continuity and disaster recovery and cybersecurity and data security risks; (vii) a description of any “fall-out” benefits that JPMorgan may realize as a result of its relationship with the Fund; and (viii) information regarding potential economies of scale that the Investment Adviser may experience in its management of the Fund.

 

The Directors also considered the broad range of information relevant to the annual contract review that is provided to the Board (including its various standing committees) at regular meetings throughout the year, some of which is identified above. This included, among other information, reports on the Fund’s net asset value and market price investment performance, information regarding the Fund’s share price trading discount and activity under the Fund’s share repurchase program designed to address a trading discount, and periodic reports on, among other matters, pricing and valuation, quality and cost of portfolio trade execution, securities lending, compliance, and shareholder and other services provided by the Investment Adviser and Other JPMorgan Entities.

 

In determining to approve the continuation of the Agreement for a one-year period, the Directors considered all factors that they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant to the interests of the Fund’s stockholders. In evaluating the terms of the Agreement, the Board did not identify any single factor as controlling, and individual members of the Board did not necessarily attribute the same weight or importance to each factor, nor are the items described herein all-encompassing of the matters considered by the Board. Further, the Board’s review of the Agreement is the result of review and discussion over a period of years, rather than one particular period. The Directors’ conclusions may be based, in part, on their consideration of these arrangements during the course of the year and in prior years.

 

During the course of the Review Meetings, the Directors examined the nature, quality and extent of the services provided by the Investment Adviser and Other JPMorgan Entities to the Fund. Among other information, the Directors considered the investment philosophy and research and decision-making processes employed by the Investment Adviser; the experience of key advisory personnel of the Investment Adviser who are responsible for portfolio management and trading for the Fund; the ability of the Investment Adviser to attract and retain capable personnel; and the capabilities of the senior management and staff of the Investment Adviser and Other JPMorgan Entities who provide services to the Fund, including those who serve as officers of the Fund. In addition, the Directors considered the quality of services provided by the Investment Adviser and Other JPMorgan Entities with respect to regulatory compliance and compliance with the investment policies and restrictions of the Fund; the nature and quality of the supervisory and administrative services that Other JPMorgan Entities are responsible for providing to or procuring for the Fund; and conditions that might affect the abilities the Investment Adviser or Other JPMorgan Entities to provide high-quality services to the Fund under the Agreement and Other JPMorgan Agreements.

 

In considering the Fund’s relative investment performance, the Directors focused mainly on periods commencing with the Investment Adviser’s assumption of portfolio management responsibilities for the Fund on January 1, 2021 following the JPMorgan Transition. The Directors took into account that the Fund’s total return performance based on net asset value underperformed the median of the Broadridge Peer Group and was generally in line with the performance of its benchmark indices for the one-year period ended September 30, 2023. They noted that the Fund outperformed the benchmark but underperformed the Broadridge Peer Group median indices for the three-year period ended September 30, 2023 and that the Investment Adviser had been responsible for the Fund’s portfolio management during more than half of the three-year period. Regarding the Fund’s performance relative to the Broadridge Peer Group, the Directors took into account that the peer group consists of only five other closed-end funds that invest in equity securities in the Asia Pacific region, none of which focuses mainly on South Korean equity securities like the Fund. In this regard, the Directors took into account that the peer group comparisons may not be particularly apt and concluded that the Fund’s performance relative to its benchmark indices provides more useful comparative information.

 

22   The Korea Fund, Inc. Semi-Annual Report  

| 12.31.23


Table of Contents

The Korea Fund, Inc. Matters Relating to the Directors’ Consideration of the

Investment Advisory Agreement (continued)

 

 

Based on the foregoing and other considerations, the Directors concluded that the Investment Adviser’s investment process, research capabilities and philosophy continue to be well suited to the Fund given its investment objective and policies, and that the Investment Adviser and Other JPMorgan Entities will be able to continue to meet any reasonably foreseeable obligations under the Agreement and Other JPMorgan Agreements. The Directors also took into account that the conditional performance-based tender offer policy for the Fund described above will continue to be used as a means to monitor the Fund’s performance and signal potential action in the event of underperformance subsequent to the JPMorgan Transition.

 

In assessing the reasonableness of the fees payable under the Agreement, the Directors took into account, among other factors, information provided by Broadridge comparing the Fund’s fees and total expenses with the investment management fees and total expenses of funds in the Broadridge Peer Group and Broadridge Classification. The Directors noted that the Fund’s effective advisory fee rate under the Agreement and total expenses were below the median fees and expenses of both the Broadridge Peer Group and Classification. The Directors also considered that the Fund’s total expense ratio has risen due to the Fund’s asset declines from negative market performance and its share repurchase program, but noted that the Expense Limitation observed by the Adviser will remain in place through the end of the proposed one-year continuance of the Agreement and continue to limit the Fund’s total expenses.

 

The Directors also took into account information regarding the management fees charged by the Investment Adviser to comparable funds and accounts it manages (none of which are U.S. registered closed-end funds), but in doing so considered that these comparisons may not be particularly apt in light of differences in levels of investment management and administrative services, operations, regulatory and compliance burdens and other factors differentiating the Fund from other types of funds or accounts.

 

The Directors also considered an estimated annual profitability analyses provided by the Investment Adviser and Other JPMorgan Entities with respect to their relationships with the Fund, including descriptions of the methodologies and assumptions used in estimating profitability. Based on the information provided, the Directors determined, taking into account the various assumptions made, that such estimated profitability did not appear to be excessive.

 

The Directors also took into account the entrepreneurial and business risks to which the Investment Adviser and Other JPMorgan Entities are subject in their roles as investment adviser, administrator, fund accountant and custodian for the Fund.

 

The Directors also considered the extent to which the Investment Adviser and Other JPMorgan Entities may realize economies of scale or other efficiencies in managing and supporting the Fund. The Directors noted that, as a listed closed-end fund, it is not currently anticipated that the Fund will raise additional assets or otherwise grow in size other than through possible investment gains. However, the Directors took into account, among other factors, that Agreement imposes a fee waiver/breakpoint from 0.70% to 0.65% on the Fund’s average daily net assets in excess of $250 million, which would serve as a means of partially sharing economies of scale or efficiencies gained by the Investment Adviser through asset growth above this level with Fund stockholders.

 

Additionally, the Directors considered so-called “fall-out benefits” to JPMorgan from the Investment Adviser’s relationship as investment adviser to the Fund, such as research, statistical and quotation services, if any, the firm may receive from broker-dealers executing the Fund’s portfolio transactions or reputational value derived from serving as investment adviser to the Fund. They also considered the compensation and other benefits received by Other JPMorgan Entities, including JPMFL and JPMorgan Chase, for providing administrative, fund accounting, custody and other services to the Fund pursuant to the Other JPMorgan Agreements.

 

After reviewing and considering these and other factors described herein, the Directors concluded, in their business judgment, within the context of their overall conclusions regarding the Agreement and other arrangements with JPMorgan, and based on information provided and related representations made by the Investment Adviser and Other JPMorgan Entities, that they were satisfied that the fees payable under the Agreement represent reasonable compensation in light of the nature, extent and quality of services provided by the Investment Adviser. Based on their evaluation of factors that they deemed to be material, including but not limited to those factors described above, the Board and the Independent Directors unanimously approved the continuance of the Agreement for an additional one-year term commencing January 1, 2024, having concluded that the terms of the Agreement are fair and reasonable to the Fund.

 

12.31.23 |

  The Korea Fund, Inc. Semi-Annual Report     23  


Table of Contents
Directors    Officers

Julian M.I. Reid
Chairman of the Board of Directors

Richard A. Silver

Matthew J. Sippel

Madam Yan Hu

 

Chief Legal Officer

Carmine Lekstutis

  

Simon J. Crinage
President and Chief Executive Officer

Neil S. Martin
Treasurer, Principal Financial and Accounting Officer

Paul F. Winship
Vice President and Secretary

Stephen M. Ungerman
Chief Compliance Officer

 

Investment Adviser

JPMorgan Asset Management (Asia Pacific) Limited

19th Floor, Chater House, 8 Connaught Road Central

Hong Kong

 

Fund Services Provider

JPMorgan Funds Limited,

60 Victoria Embankment

London EC4Y 0JP

UK

 

Custodian & Accounting Agent

JPMorgan Chase Bank N.A,

383 Madison Avenue , 11th Floor

New York, NY 10179

USA

 

Transfer Agent, Dividend Paying Agent and Registrar

Equiniti Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

USA

 

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

300 Madison Avenue

New York, NY 10017

USA

 

Legal Counsel

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

USA

 

This report, including the financial information herein, is transmitted to the stockholders of The Korea Fund, Inc. for their information. It is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.

 

The financial information included herein is taken from the records of the Fund without examination by an independent registered public accounting firm, who did not express an opinion herein.

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase shares of its common stock in the open market.

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of its fiscal year on Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at www.sec.gov. The information on Form N-PORT is also available on the Fund’s website at www.thekoreafund.com.

 

Information on the Fund is available at www.thekoreafund.com or by calling the Fund’s stockholder servicing agent at (866) 706-0510.

 

LOGO

 

AZ612SAR-12.31.23

 

1228050


Table of Contents

ITEM 2. CODE OF ETHICS

Not required in this filing.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT

Not required in this filing.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not required in this filing

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not required in this filing

ITEM 6. SCHEDULE OF INVESTMENTS

(a) The registrant’s Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this form.

(b) Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not required in this filing

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not required in this filing


Table of Contents

ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED COMPANIES

 

 

Period

   (a) Total Number
of Shares
Purchased
     (b) Average
Price
Paid per
Share
     (c) Total Number of Shares
Purchased as
Part of Publicly Announced
Plans or Programs
     (d) Maximum Number
of Shares (or Units) that
May Yet Be Purchased
Under the
Plans or Programs
 

July 1-31, 2023

     4,969        23.63        4,969        492,918  

August 1-31, 2023

     3,929        22.34        8,898        487,949  

September 1-30, 2023

     4,001        21.51        12,899        480,019  

October 1-31, 2023

     12,309        20.08        25,208        467,710  

November 1-30, 2023

     15.302        21.21        40,510        452,408  

December 1-31, 2023

     10,501        22.57        51,011        441,907  

Total

     51,011           

 

1

Subject to broker commission fees (charged on a tiered rate basis).

 

2

The Fund has a share repurchase program under which the Fund will repurchase in each twelve month period ended June 30, up to 10% of its common shares outstanding as of the close of business on June 30 the prior year, but will permit shares to be repurchased at differing discount trigger levels that will not be announced. The Fund will repurchase shares at a discount, in accordance with procedures approved by the Board. Subject to these procedures, the timing and amount of any shares repurchased will be determined by the Board and/or its Discount Management Committee in consultation with the Investment Manager.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES

(a) The registrant’s President and Chief Executive Officer and Treasurer, Principal Financial & Accounting Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”) (17 CFR 270.30a-3(c))), as amended, are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no significant change in the registrant’s internal control over financial reporting (as defined in Rule

30a-3(d) under the Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.

ITEM 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a)


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(1) Gross income from securities lending activities: $0

(2) All fees and/or compensation for securities lending activities and related services: $0

(3) Aggregate fees/compensation: $0

(4) Net income from securities lending activities: $0

The registrant’s Statement of Operations included as part of the report to shareholders filed under Item 1 of this form shows Securities Lending Income of $0. This includes any true up of a prior years accrual. No income was actually received in the reporting period.

(b) The Fund may lend up to 33 1/3% of the Fund’s total assets via Goldman Sachs Bank USA (“GS Bank USA”) as lending agent to certain qualified brokers, except those securities which the Fund or the Investment Manager specifically identifies as not being available. By lending its investment securities, the Fund attempts to increase its net investment income through the receipt of interest on the loan. Any gain or loss in the market price of the securities loaned that might occur and any interest or dividends declared during the term of the loan would accrue to the account of the Fund. Risks of delay in recovery of the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the collateral decreases below the value of the securities loaned. Upon entering into a securities lending transaction, the Fund receives cash or other securities as collateral in an amount equal to or exceeding 100% of the current market value of the loaned securities with respect to securities of the U.S. government or its agencies, 102% of the current market value of the loaned securities with respect to U.S. securities and 105% of the current market value of the loaned securities with respect to foreign securities. Any cash received as collateral is invested in the Blackrock T-Fund, Institutional Class. Non-cash

collateral is not disclosed in the Fund’s Statement of Assets and Liabilities as it is held by the custodian or collateral agent on behalf of the Fund and the Fund does not have the ability to re-hypothecate those securities. A portion of the dividends received on the collateral may be rebated to the borrower of the securities and the remainder is split between GS Bank USA, as the securities lending agent, and the Fund.

ITEM 13. EXHIBITS

(a) (1) Not required in this filing

(a) (2) Exhibit 99_CERT. — Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(a) (3) Not applicable

(a) (4) Not applicable

(b) Exhibit 99.906_CERT. — Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 


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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) The Korea Fund, Inc.
By:  

/s/ Simon J. Crinage

Simon J. Crinage
President and Chief Executive Officer
Date: March 4, 2024
By:  

/s/ Neil S. Martin

Neil S. Martin
Treasurer, Principal Financial and Accounting Officer

Date: March 4, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Simon J. Crinage

Simon J. Crinage
President and Chief Executive Officer
Date: March 4, 2024
By:  

/s/ Neil S. Martin

Neil S. Martin
Treasurer, Principal Financial and Accounting Officer
Date: March 4, 2024

Exhibit 99_CERT

Section 302 Certification

CERTIFICATIONS

I, Simon J. Crinage, certify that:

 

1.

I have reviewed this report on Form N-CSR of The Korea Fund, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3 (d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 4, 2024

 

By:  

/s/ Simon J. Crinage

Simon J. Crinage
President and Chief Executive Officer


I, Neil S. Martin, certify that:

 

1.

I have reviewed this report on Form N-CSR of The Korea Fund, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3 (d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 4, 2024

 

By:  

/s/ Neil S. Martin

Neil S. Martin
Treasurer, Principal Financial and Accounting Officer

Exhibit 99.906_CERT

Section 906 Certification

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

In connection with the attached report of The Korea Fund, Inc. (the “Registrant”) on Form N-CSR (the “Report”), each of the undersigned officers of the Registrant does hereby certify that, to the best of such officer’s knowledge:

 

  (1)

the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended;

 

  (2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods presented in the Report.

Dated: March 4, 2024

 

By:  

/s/ Simon J. Crinage

Simon J. Crinage
President and Chief Executive Officer
Dated: March 4, 2024
By:  

/s/ Neil S. Martin

Neil S. Martin
Treasurer, Principal Financial and Accounting Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the version of this written statement required by Section 906, has been provided to Registrant and will be retained by Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

This certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.


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