As filed with the Securities and Exchange Commission on March 20, 2008.





















SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




SCHEDULE TO




TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF


 THE SECURITIES EXCHANGE ACT OF 1934




THE KOREA FUND, INC.




(Name of Subject Company (issuer)




THE KOREA FUND, INC.




(Name of Filing Person (offeror))




COMMON STOCK,


$0.01 PAR VALUE PER SHARE




(Title of Class of Securities)




500634100




(CUSIP Number of Class of Securities)




Robert Goldstein


The Korea Fund, Inc.


c/o Allianz Global Investors Fund Management LLP


1345 Avenue of the Americas


New York, New York 10105


(212) 739-3190




(Name, Address and Telephone Number of Person Authorized to Receive Notices


and Communications on Behalf of the Person(s) Filing Statement)




Copy to:


John W. Gerstmayr, Esq.


Ropes & Gray LLP


One International Place


Boston, Massachusetts 02110


(617) 951-7000




CALCULATION OF FILING FEE




















 


 


Transaction Valuation


Amount of Filing Fee


$97,037,386 (a)



$
3,814
 (b
) 
								

























(a) 
Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate market value for 4,303,210 shares in the offer, based on the average of the high and low prices on March 12, 2008 of $ 22.55 as reported on the New York Stock Exchange.








(b) 
Calculated at $39.30 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended.








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




Amount Previously Paid:    Not applicable


Form or Registration No.:    Not applicable


Filing Party:    Not applicable


Date Filed:    Not applicable








[ ] 
Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.




Check the appropriate boxes to designate any transactions to which this statement relates:










[ ] 
third party tender offer subject to Rule 14d-1










[X] 
issuer tender offer subject to Rule 13e-4










[ ] 
going-private transaction subject to Rule 13e-3










[ ] 
amendment to Schedule 13D under Rule 13d-2








 
Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ]





































TABLE OF CONTENTS

















Item 12. Exhibits


 


Item 13. Information Required By Schedule 13E-3


 


SIGNATURE


 


EX-99.A.1.I: OFFER TO REPURCHASE


 


EX-99.A.1.II: FORM OF LETTER OF TRANSMITTAL


 


EX-99.A.1.III: FORM OF LETTER TO BROKERS, DEALERS, ETC.


 


EX-99.A.1.IV: FORM OF NOTICE OF GUARANTEED DELIVERY


 


EX-99.A.1.V: FORM OF LETTER TO CLIENTS


 


EX-99.A.5.I: PRESS RELEASE


 
























Introductory Statement




This Issuer Tender Offer Statement on Schedule TO relates to an offer by The Korea Fund, Inc., a Maryland corporation (the ‘‘Fund’’), to repurchase a pro rata portion of the Fund’s portfolio securities (other than (i) securities that are not traded on a public securities market or for which quoted bid and asked prices are not available, (ii) securities that, if distributed, would be required to be registered under the Securities Act of 1933, as amended, (iii) securities issued by entities in countries that restrict or prohibit the holdings of securities by non-residents other than through qualified investment vehicles, or whose distribution would otherwise be contrary to applicable local rules and regulations, and (iv) securities that involve the assumption of contractual obligations, require special trading facilities, or can be traded only with the counterparty to the transaction), subject to adjustment for fractional shares and odd lots, upon the terms and subject to the conditions set forth in the Offer to Repurchase, dated March 20, 2008 (the ‘‘Offer to Repurchase’’), and in the related Letter of Transmittal which are filed as exhibits to this Schedule TO.




This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.




The information set forth in the Offer to Repurchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 of Schedule TO.




Item 12.    Exhibits



















(a
)(1)(i) 
								


Offer to Repurchase, dated March 20, 2008.



(a
)(1)(ii) 
								


Form of Letter of Transmittal.



(a
)(1)(iii) 
								


Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.



(a
)(1)(iv) 
								


Form of Notice of Guaranteed Delivery.



(a
)(1)(v) 
								


Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.



(a
)(2) 
								


None.



(a
)(3) 
								


Not Applicable.



(a
)(4) 
								


Not Applicable.



(a
)(5)(i) 
								


Press release issued on March 20, 2008.



(b
) 
								


None.



(d
) 
								


None.



(g
) 
								


None.



(h
) 
								


None.








Item 13.    Information Required By Schedule 13E-3




Not Applicable.

















Table of Contents


SIGNATURE




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



















 


THE KOREA FUND, INC.


 


By:


/s/ Robert Goldstein


 


 


Name:Robert Goldstein


 


 


Title:President


 


 


Dated:March 20, 2008