TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer Agency and Registrar Services Agreement • April 26th, 2017 • Korea Fund Inc • New York
This Transfer Agency and Registrar Services Agreement (this “Agreement”), dated as of August 4, 2015 is entered into by and among each entity listed on Exhibit A hereto (collectively, the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”).
DEPOSITARY AGREEMENTDepositary Agreement • April 26th, 2017 • Korea Fund Inc • New York
This DEPOSITARY AGREEMENT (this “Agreement”) is entered into as of April 26, 2017, by and between American Stock Transfer & Trust Company, LLC (the “Depositary”) and The Korea Fund, Inc. (the “Purchaser” or the “Company”). The Purchaser is offering to purchase any and all of the outstanding shares of common stock, $.01 par value per share (the “Common Stock” or “Shares”), of The Korea Fund, Inc. (with CUSIP # 500634209 and Tax ID # 13-3226146) (the “Fund”), for cash at a price equal to 98% of the Purchaser’s net asset value per share as of the close of ordinary trading on the NYSE on May 23, 2017 (the “Offer Price”), or if the offer period is extended, as of the close of ordinary trading on the NYSE on the newly designated expiration date, upon the terms and conditions set forth in the offer to purchase, dated April 26, 2017 (the “Offer to Purchase”) and in the related letter of transmittal (“Letter of Transmittal”); which, together with any amendments or supplements thereto constitute
CUSTODIAN AGREEMENTCustodian Agreement • April 26th, 2017 • Korea Fund Inc • Massachusetts
This Agreement, dated as of January 31, 2013, is between THE KOREA FUND, INC., a Maryland corporation (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • April 26th, 2017 • Korea Fund Inc • New York
AGREEMENT, dated and effective as of April 11, 2007, restated effective as of April 1, 2013 (the “Agreement”), between THE KOREA FUND, INC., a Maryland corporation (herein referred to as the “Fund”), and ALLIANZ GLOBAL INVESTORS U.S. LLC, a Delaware limited liability company (herein referred to as the “Manager”).
Information Agent Engagement LetterEngagement Letter • April 26th, 2017 • Korea Fund Inc
This engagement letter (the “Engagement Letter”) by and between AST Fund Solutions, LLC, a Delaware limited liability company (“ASTFS”), and The Korea Fund, Inc., a Maryland corporation (the “Company”), sets forth the terms and conditions of the engagement of ASTFS by the Company in connection with the proposed tender offer of 10% of the Company’s outstanding shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (the “Transaction”) upon the terms and conditions set forth in that certain Offer to Purchase dated as of April 26, 2016 (the “Offer to Purchase”). This Engagement Letter shall commence on the date hereof and shall terminate on the completion, expiration or termination of the Transaction (the “Term”). Capitalized terms used herein and not defined shall have the definitions ascribed to such terms in the Offer to Purchase.
