Legislation

The original act was prepared in Korean and this is the English translation thereof. As such, please be advised that in the case of any discrepancy between the original act and this English translation, the original will prevail.

KOREA INVESTMENT CORPORATION ACT

Adopted on March 24, 2005 (Act No. 7393)
Partially amended on August 3, 2007 (Effective as of February 4, 2009) (Act No. 8635)
Partially amended on February 29, 2008 (Act No. 8852)

CHAPTER 1. GENERAL PROVISIONS

ARTICLE 1 (PURPOSE)

The purpose of this Act is, by establishing Korea Investment Corporation, to conduct effective management of assets which are entrusted by the Government, the Bank of Korea, etc., and thereby contribute to the development of financial industry.

ARTICLE 2 (DEFINITION)

"Entrustment of Asset" is defined as entrusting management of asset held by a subject of fund management (hereinafter referred to as the "trust institution") - as prescribed by the "Fund Management Framework Act" - the Government, or the Bank of Korea, to the Korea Investment Corporation (hereinafter referred to as the "Corporation"), and paying the management fee to the Corporation.

ARTICLE 3 (JURIDICAL PERSON)

The Corporation shall be a juridical person.

ARTICLE 4 (OFFICE)

(1) Location of principal office for the Corporation shall be set forth in the Articles of Incorporation.

(2) If necessary, the Corporation may establish branches or representative offices for carrying out its business, as determined by the Articles of Incorporation.

ARTICLE 5 (CAPITAL)

Capital of the Corporation shall be 1 trillion won and the total amount thereof shall be contributed by the Government.

ARTICLE 6 (ARTICLES OF INCORPORATION)

(1) The Articles of Incorporation for the Corporation shall state the following.

1. Purpose;
2. Corporate name;
3. Matters pertaining to principal office, branches and representative offices;
4. Matters pertaining to capital;
5. Matters pertaining to the Steering Committee pursuant to Article 9;
6. Matters pertaining to the Board of Directors;
7. Matters pertaining to Officers and Employees;
8. Matters pertaining to business and its execution;
9. Matters pertaining to accounting;
10. Matters pertaining to methods of public disclosure pursuant to Article 36;
11. Matters pertaining to amendment to Articles of Incorporation; and
12. Other matters as determined by the Presidential Decree of the Republic of Korea.

(2) If the Corporation intends to amend its Articles of Incorporation, the Corporation shall obtain a resolution of the Steering Committee, pursuant to the provisions of Article 9.

ARTICLE 7 (REGISTRATION)

(1) The Corporation shall be duly established upon the completion of establishment registration at the location of its principal office.

(2) Matters relating to the registration of the Corporation, such as registration of establishment of the Corporation pursuant to the provision of Paragraph (1), registration of installment of branches and representative offices, registration of transfer and registration of amendment as well as matters regarding other registrations of the Corporation shall be made in compliance with the relevant provisions of the Civil Law.

(3) The Corporation may not confront a third party with respect to the matters required to be registered, except after its registration.

ARTICLE 8 (PROHIBITION OF USE OF SIMILAR NAMES)

No entity other than the Corporation shall use as its name, the "Korea Investment Corporation" or other terms similar thereto.

CHAPTER 2. STEERING COMMITTEE ETC.

ARTICLE 9 (ESTABLISHMENT AND FUNCTION OF STEERING COMMITTEE)

(1) The Steering Committee (hereinafter referred to as the "Committee") shall be established within the Corporation to set up a basic policy concerning operation of the Corporation and review management performance, etc.

(2) The Committee shall deliberate and resolve the following matters.

1. Amendment to the Articles of Incorporation;
2. Matters pertaining to mid- and long-term investment policies of the Corporation;
3. Matters pertaining to the basic policies for the business of the Corporation;
4. Matters pertaining to modification of financial status, such as increase or decrease of capital, of the Corporation;
5. Matters pertaining to entrustment of asset to the Corporation;
6. Matters pertaining to appointment and dismissal of the officers;
7. Matters pertaining to approval of budget and account settlement of the Corporation;
8. Matters pertaining to evaluation of management performance of the Corporation;
9. Matters pertaining to inspection of the business of the Corporation pursuant to Paragraph (1) of Article 35 of the Act; and
10. Any other matter prescribed in the Articles of Incorporation pertaining to the operation of the Corporation.

ARTICLE 10 (COMPOSITION OF STEERING COMMITTEE)

The Committee shall be composed of not more than twelve members, including one chairman.

Members of the Committee shall fall under each of the following items:

1. A head of trust institution that has entrusted asset of over the amount prescribed by the Presidential Decree;
2. Not more than six persons who are nominated by the Civil Member Candidate Nomination Committee (hereinafter referred to as "Civil Member"), as prescribed under a provision of Article 14, and are appointed by the ROK President; and
3. President of the Corporation (hereinafter referred to as the "President").

The terms of office of the Civil Members shall be two years.

If a vacancy occurs among the Civil Members, a member shall be newly appointed and the term of the new member shall begin from the date of his appointment.

ARTICLE 11 (QUALIFICATIONS FOR CIVIL MEMBER)

(1) A Civil Member shall have any of the following qualifications:

1. A person who is employed at a university or research institute and whose research experience in finance or investment is more than ten years;
2. A person with more than ten-year experience in investment at international financial organizations or domestic/overseas financial institutions of more than a certain size set forth by the Presidential Decree; or
3. An attorney-at-law or a certified public accountant with more than ten-year experience in finance, investment or company audit.

(2) A former officer or an employee of the Corporation may not be able to become a Civil Member within three years after leaving his position.

(3) An officer or an employee whose institution has been entrusted asset from the Corporation may not become a Civil Member.

ARTICLE 12 (OPERATION)

(1) The Chairman of the Steering Committee shall be elected among the Civil Members.

(2) The Chairman shall represent the Steering Committee and preside over the business of the Steering Committee.

(3) If the Chairman is unable to perform his duties for unavoidable reasons, a Committee member previously designated by the Committee shall act for the Chairman.

(4) The quorum of a meeting of the Committee shall be a majority of all incumbent members and a resolution of the Committee shall be adopted by an affirmative vote of a majority of the members present at the meeting.

(5) The President shall not participate in deliberation and resolution of the Steering Committee over the matters of the following items.

1. Matters pertaining to appointment and dismissal of the President;
2. Matters pertaining to approval of budget and account settlement;
3. Matters pertaining to evaluation of management performance of the Corporation;
4. Matters pertaining to inspection of business of the Corporation, pursuant to Paragraph (1) of Article 35; and
5. Any other matters deliberated on and resolved by the Committee as matters that are directly with interests of the President, such as determination of the President’s salary.

The Steering Committee may, if it deems necessary to study and conduct researches on important matters to be deliberated on and resolved by the Committee, appoint no more than three experienced professionals. In this case, Presidential Decree shall set forth such matters including the appointment process and expenses.

Matters necessary for the operation of the Committee, such as the holding of a meeting of the Committee and its convening procedures, the minutes of the Committee meeting and its distribution, shall be determined by the Presidential Decree.

ARTICLE 13 (PROHIBITION ON DIVULGENCE OF CONFIDENTIAL INFORMATION)

Current/former members of the Steering Committee and persons appointed under Paragraph (6) of Article 12 shall not reveal any confidential information obtained in the course of performing Committee activities.

ARTICLE 14 (CIVIL MEMBER CANDIDATE NOMINATION COMMITTEE)

(1) The Corporation shall have the Civil Member Candidate Nomination Committee for the purpose of recommendation of civil member candidates.

The Civil Member Candidate Nomination Committee shall have, as its members, no more than six persons, including one Chairman, with extensive knowledge and experience in financial industry as well as business management.

The Civil Member Candidate Nomination Committee shall be composed of the following persons:

1. One person nominated by an organization as determined by the Presidential Decree, from among the organizations, which consist of professors, researchers, etc. and have been established under the approval of the relevant governmental authority for the purpose of promotion of academic development of financial sector and contribution to the development of financial industry;
2. One person nominated by President of AMAK (Asset Management Association of Korea), established under Article 160 of the Indirect Investment Asset Management Business Act;
   
   [2. One person nominated by President of Financial Investment Association of Korea), established under Article 283 of the Act on Capital Market and Financial Investment Business <Amended on August 3, 2007, Effective as of February 4, 2009>]
3. One person nominated by an organization as determined by the Presidential Decree, from among the organizations, which consist of financial institutions and have been established under the approval of the relevant governmental authority for the purpose of promotion of development of financial industry and collective administration of credit information;
4. One person nominated by President of KLIA (Korea Life Insurance Association), established under Article 175 of the Insurance Business Act;
5. One person nominated by President of KSDA (Korea Securities Dealers Association), established under Article 162 of the Securities and Exchange Act; and
   
   [Deleted, <Amended on August 3, 2007, Effective as of February 4, 2009>]
6. One person nominated by President of KICPA (Korea Institute of Certified Public Accountants), established under Article 41 of the Certified Public Accountant Act.

Other matters necessary for the operation of the Civil Member Candidate Nomination Committee shall be determined by the Presidential Decree.

CHAPTER 3. OFFICERS AND EMPLOYEES

ARTICLE 15 (OFFICERS)

The Corporation shall have no more than five directors, including one President, and one auditor.

ARTICLE 16 (QUALIFICATIONS OF OFFICERS)

(1) The President of the Corporation shall have had more than ten years of experience in either finance or investment related areas.

(2) The Chief Investment Officer ("CIO") shall have had more than ten years of experience in investment in either a domestic/overseas financial institution of more than a certain size determined by the Presidential Decree, or an international financial organization.

(3) The auditor shall have at least one of the following qualifications:

1. A person with more than ten years of experience in finance or investment related areas; or
2. A certified public accountant with more than ten years of experience in corporate auditing.

ARTICLE 17 (APPOINTMENT AND DISMISSAL OF OFFICERS)

(1) The President of the Corporation shall be appointed and dismissed by the President of the Republic of Korea upon request of the Minister of Strategy and Finance through recommendation of the President Recommendation Committee pursuant to the provisions of Article 18 and deliberation by the Steering Committee.

<Amended on February 29, 2008>

(2) The directors, except the President, shall be appointed and dismissed by the President of the Corporation through deliberation by the Steering Committee.

(3) The auditor shall be appointed and dismissed by the Minister of Strategy and Finance through deliberation by the Steering Committee.

<Amended on February 29, 2008>

ARTICLE 18 (PRESIDENT RECOMMENDATION COMMITTEE)

(1) The Steering Committee shall have the President Recommendation Committee (hereinafter referred to as the "Recommendation Committee") for the purpose of recommendation of the President candidates.

(2) The Recommendation Committee shall be composed of each one person appointed by the head of trust institution, as prescribed under Item 1 of Paragraph (2) of Article 10, and the Civil Members.

(3) The chairman of the Recommendation Committee shall be elected from among the Civil Members.

(4) A resolution of the Recommendation Committee shall be adopted by an affirmative vote of a majority of all incumbent members.

(5) The Recommendation Committee may request a professional agency for recruiting and inquiring into the President candidates.

(6) Any other matters regarding the composition and operation of the Recommendation Committee shall be determined by the Presidential Decree.

ARTICLE 19 (DUTIES OF OFFICERS)

(1) The President shall represent the Corporation and preside over the business of the Corporation.

(2) If the President is unable to perform his duties due to unavoidable reasons, others shall act for the President in the order determined by the Articles of Incorporation.

(3) The auditor shall audit the business and accounting of the Corporation.

ARTICLE 20 (RESPONSIBILITIES OF OFFICERS)

(1) The provisions of Articles 399 to 401 of the Commercial Law concerning the responsibilities of director shall apply mutatis mutandis with respect to the directors of the Corporation.

(2) The provisions of Articles 414 and 415 (only the applicable part of Article 400) of the Commercial Law concerning the responsibilities of auditor shall apply mutatis mutandis with respect to the auditor of the Corporation.

ARTICLE 21 (TERM OF OFFICE OF OFFICERS)

(1) The term of office of the officers shall be 3 years.

(2) If a vacancy occurs among the officers, an officer shall be newly appointed and the term of the new officer shall begin from the date of his appointment.

ARTICLE 22 (DISQUALIFICATION FOR OFFICERS)

No person falling under any subparagraph of Article 33 of the State Public Officials Act may be an officer of the Corporation.

ARTICLE 23 (GUARANTEE OF OFFICER’S STATUS)

No officer shall be discharged from his office against his own will during his term of office unless he falls under one of the following subparagraphs:

(1) When he falls under Article 22;

(2) When he violates this Act, the Decree of this Act, or the Articles of Incorporation;

(3) When there is a resolution by the Steering Committee to dismiss an officer responsible for poor business performance; or

(4) When he is unable to perform his duties on account of mental or physical disability.

ARTICLE 24 (BOARD OF DIRECTORS)

(1) The Corporation shall have a Board of Directors.

(2) The Board of Directors shall consist of the President and directors.

(3) The Board of Directors shall resolve matters which shall be referred to the Committee as well as business of the Corporation as determined by the Articles of the Incorporation.

(4) The President of the Corporation shall convene the meetings of the Board of Directors and shall be the chairman of such meetings.

(5) The quorum of a meeting of the Board of Directors shall be a majority of all incumbent members and a resolution of the Board of Directors shall be adopted by an affirmative vote of a majority of the members present at the meeting.

(6) The auditor may attend the meetings of the Board of Directors and state his opinion.

ARTICLE 25 (APPOINTMENT OF REPRESENTATIVES)

(1) The President may appoint representatives, who are authorized to perform any judicial or extra-judicial activities relating to the business of the Corporation, from among officers or employees of the Corporation.

(2) The Presidential Decree shall determine the scope of employees who may be appointed to perform judicial activities as prescribed by Paragraph (1).

ARTICLE 26 (INTERNAL CONTROL STANDARDS)

(1) The Corporation shall prescribe fundamental procedures and standards (hereinafter referred to as the "internal control standards") to be observed by its officers and employees when they perform their duties, in order to abide by the Act, manage its assets in a sound manner and protect investors.

(2) The President shall have not less than one person (hereinafter referred to as "Compliance Officer"), who shall be responsible for the duties of checking on the observance of the internal control standards, investigating any violation of the internal control standards and reporting the findings of their investigation to the auditor.

(3) The Corporation shall appoint and dismiss any Compliance Officer with the approval of the Steering Committee and the resolution of the Board of Directors pursuant to the provisions of Article 24.

(4) The Compliance Officers are required to have the career falling under any of the Items of Paragraph (4) of Article 11 of the Indirect Investment Asset Management Business Act.

[(4) The Compliance Officers shall satisfy the qualifications set forth in the Presidential Decree <Amended on August 3, 2007, Effective as of February 4, 2009>]

ARTICLE 27 (APPOINTMENT AND DISMISSAL OF EMPLOYEES)

Employees of the Corporation other than the Compliance Officer shall be appointed and dismissed by the President of the Corporation in accordance with the Articles of Incorporation.

ARTICLE 28 (PROHIBITION OF CONCURRENT HOLDING OF OFFICES, ETC.)

(1) No officer or employee shall be concurrently engaged in any business for profitmaking, other than his office.

(2) Article 13 applies to officers or employees of the Corporation, or the persons who had been in such positions. In this case, the ‘Committee activities’ shall be deemed "business of the Corporation."

CHAPTER 4. BUSINESS

ARTICLE 29 (SCOPE OF BUSINESS)

(1) The Corporation shall conduct the following business:

1. Management of assets which are entrusted by the trust institutions;
2. Survey and research relating to Item 1, and exchange and cooperation with related domestic or overseas institutions; and
3. Any other incidental business relating to Item 1 and Item 2 as resolved by the Committee.

(2) The Corporation shall not take any action which may affect the value of assets under Item 1 of Paragraph (1) above, such as provision of collaterals and credit guarantee for others.

ARTICLE 30 (ASSET TRUST CONTRACT)

(1) The asset trust contract to be entered into between the Corporation and the trust institution shall not have any provision that may restrict the investment instrument and management entrusted by the trust institution to the Corporation. Provided, however, that, the provision restricting the investment instrument can be included in the asset trust contract to be entered into by the Corporation with the Bank of Korea or a manager of fund under the Fund Management Framework Act (only the fund entrusting asset of more than the certain amount set forth by the Presidential Decree).

(2) The trust institution may insert the special provision into the asset trust contract to be entered into under Paragraph (1) above, whereby the trust institution may request the redemption of trust earlier than the expiry of agreed trust term in any of the events set forth by the Presidential Decree, including the event that it is deemed necessary to expand the asset reserved for external payment due to the sudden decrease of foreign reserve held by the trust institution.

ARTICLE 31 (INVESTMENT INSTRUMENT, ASSET MANAGEMENT & ETC.)

(1) The Corporation shall manage the assets by the following instruments:

1. Trading of Securities as defined under Paragraph (1) of Article 2 of the Securities Exchange Act;
   
   [1. Trading of Securities as defined under Article 4 of the Act on Capital Market and Financial Investment Business <Amended on August 3, 2007, Effective as of February 4, 2009>]
2. Trading of foreign exchanges as defined under Item 11 of Paragraph (1) of Article 3 of the Foreign Exchange Transaction Act;
3. Transaction of derivatives as defined under Item 17 of Paragraph (1) of Article 3 of the Foreign Exchange Transaction Act;
4. Deposits at domestic and overseas financial institutions;
5. Purchase and sale of domestic and overseas real properties; and
6. Other instruments prescribed under the Presidential Decree.

(2) The Corporation may re-entrust the entrusted assets to domestic or overseas asset management companies under the Indirect Investment Asset Management Business Act.

[(2) The Corporation may re-entrust the entrusted assets to domestic or overseas collective investment companies or asset management companies under the Act on Capital Market and Financial Investment Business <Amended on August 3, 2007, Effective as of February 4, 2009>]

(3) The Corporation shall manage the entrusted assets outside of Korea as denominated in foreign currencies.

(4) Notwithstanding Paragraph (3) above, the Corporation may manage the entrusted assets as denominated in Korean Won if it is temporarily unavoidable. In such cases, the Corporation shall manage the assets in a stable and neutral manner such as depositing the assets in financial institutions or purchasing public bonds, etc.

[(5) In order to enhance specialty in asset management, the Corporation shall asset management personnel, whose number shall be more than as specified in the Presidential Decree and who shall meet the requirements set forth in the Presidential Decree. <Newly added on August 3, 2007, Effective as of February 4, 2009>]

CHAPTER 5. FINANCE AND ACCOUNTING

ARTICLE 32 (FISCAL YEAR)

The fiscal year of the Corporation shall correspond to that of the Government.

ARTICLE 33 (SEPARATE ACCOUNTING)

(1) The accounting of the Corporation shall be made separately from the accounting of the entrusted assets.

(2) The accounting of the entrusted assets shall be made separately per each trust institution.

ARTICLE 34 (BELONGING OF PROFITS FROM ASSET MANAGEMENT AND ASSET MANAGEMENT FEE)

(1) The profits from management of entrusted assets shall belong to trust institutions.

(2) The procedures and method for payment of profits from asset management, and the asset management fee shall be determined through consultation between the trust institutions and the orporation.

CHAPTER 6 SUPPLEMENTARY PROVISIONS

ARTICLE 35 (SUPERVISION)

(1) The Committee, as prescribed under the Presidential Decree, may have the President of the Corporation report matters pertaining to corporate management and asset management, and if necessary, inspect business of the Corporation.

(2) The Committee, as determined by the Presidential Decree, may entrust the inspection business pursuant to Paragraph (1) to a related specialized institution.

(3) The Committee may, as a result from inspection of the business pursuant to Paragraph (1), may deliberate and resolve matters concerning dismissal of an officer deemed responsible for poor business performance.

(4) The related central administrative agencies and the trust institutions shall not order reports or request for materials, inspect or give orders, or exercise supervision regarding the business of the orporation, other than supervising through the Committee as prescribed by Paragraph (1).

ARTICLE 36 (PUBLIC DISCLOSURE)

(1) As prescribed by the Articles of Incorporation, the Corporation shall make public disclosure on each of the following Items relating to business and investment policies (including any public disclosure on the internet and the same applies below):

1. Financial statements and accounting standards;
2. Audit report for financial statements; and
3. Mid- and long-term investment policies as resolved by the Committee.

(2) The Corporation shall make public disclosure on each of the following Items relating to the performance of its management of entrusted assets, etc. each year, in accordance with the Articles of Incorporation:

1. Total amount of asset under its management;
2. Management profit rate for the whole asset;
3. Composition ratio and profit rate of each asset category as set forth by the Presidential Decree; and
4. Change of professional fund managers.

ARTICLE 37 (NON-DISCLOSURE OF INFORMATION RELATING TO CORPORATE MANAGEMENT AND ASSET MANAGEMENT)

(1) Notwithstanding the provisions of Article 36, the Corporation may reject the provision of information request by individual, entity or organization if such information falls under the provisions of Item 7 of Paragraph (1) of Article 9 of the Act on Disclosure of Information by Public Agencies. However, the Corporation may not reject the provision of information request by the National Assembly under the Act on Testimony, Appraisal, etc. before the National Assembly.

(2) The information relating to the corporate management and asset management of the Corporation provided to the National Assembly pursuant to the provisions of Paragraph (1) shall not be disclosed to the public, except such disclosure is permitted by a resolution of the standing committee relevant to the Corporation.

ARTICLE 38 (RELATION WITH OTHER LAWS)

(1) The Corporation shall not be subject to the Framework Act on the Management of Government-Invested Institutions and the Basic Act on the Management of Government Affiliate Institutions. rovided, however, that the Minister of Strategy and Finance may prepare the standards of evaluation of management performance of the Corporation and present it to the Committee.

<Amended on February 29, 2008>

(2) The Corporation shall be deemed to have completed the following registration and report and/or obtained the following approval for the transactions pursuant to each Item of Paragraph (1) of Article 31 and Paragraph (2) of Article 31:

1. Registration required under Paragraph (1) of Article 8 of the Foreign Exchange Transactions Act;
2. Report required under Paragraph (1) of Article 18 of the Foreign Exchange Transactions Act;
3. Approval required under Paragraph (2) of Article 18 of the Foreign Exchange Transactions Act; and
4. Acceptance of report required under Paragraph (4) of Article 18 of the Foreign Exchange Transactions Act.

(3) Notwithstanding the provision of Paragraph (3) of Article 13 of the Foreign Exchange Transactions Act, the Foreign Exchange Equalization Fund may be contributed or entrusted to the orporation.

(4) Notwithstanding the provision of Paragraph (1) of Article 51 of the Futures Trading Act, in relation to its management of asset, the Corporation may directly carry out overseas futures trading without entrusting them to a futures company.

[Deleted, <Amended on August 3, 2007, Effective as of February 4, 2009>]

(5) The Corporation shall not be subject to the Indirect Investment Asset Management Business Act in relation to its management of asset, except as otherwise set forth herein and in Articles 9(1), 15, 21, 121 and 125 of the Indirect Investment Asset Management Business Act.

[(5) The Corporation shall not be subject to the Act on Capital Market and Financial Investment Business except for Articles 54, 63, 88 and 91 thereof and those specifically provided in this Act. <Amended on August 3, 2007, Effective as of February 4, 2009>]

ARTICLE 39 (DEEMED PUBLIC OFFICIALS IN APPLICATION OF PENAL PROVISIONS)

The members pursuant to Item 1 of Paragraph (2) of Article 10, who are not public officials, the Civil Members pursuant to Item 2 of Paragraph (2) of Article 10, the officers of the Corporation and the employees of the Corporation as set forth by the Presidential Decree shall be considered as public officials in application of Articles 129 through 132 of the Criminal Act.

CHAPTER 7. PENAL PROVISIONS

ARTICLE 40 (PENAL PROVISIONS)

Any person, who divulges the confidential information in violation of Article 13 (including any divulgence by a person as set forth in Paragraph (2) of Article 28) shall be punished by imprisonment for not more than two years or by a fine not exceeding ten million won.

ARTICLE 41 (FINE FOR NEGLIGENCE)

(1) A person who falls under any of the following Items shall be punished by a fine for negligence not exceeding five million won:

1. In violation of Article 8, a person who uses any terms similar to the name of the Corporation for its corporate name; or
2. In violation of Paragraph (1) of Article 28, a person who is concurrently engaged in any business for profit-making, other than his office.

(2) The fine for negligence as prescribed in Paragraph (1) shall be imposed and collected by the Minister of Strategy and Finance under the conditions as prescribed by the Presidential Decree.

<Amended on February 29, 2008>

(3) Any person who disobeys the disposition of the fine for negligence pursuant to Paragraph (2) may raise an objection to the Minister of Strategy and Finance within 30 days from the date of otification.

<Amended on February 29, 2008>

(4) If a person who is subject to the disposition of fine for negligence pursuant to Paragraph (2) has raised an objection under Paragraph (3), the Minister of Strategy and Finance shall notify it to the competent court without delay, and the competent court notified shall decide on the fine for negligence pursuant to the Non-Contentious Case Litigation Procedure Act.

<Amended on February 29, 2008>

(5) If no objection is raised within the definite period of time pursuant to Paragraph (3) and no fine for negligence is paid, the fine for negligence shall be collected according to examples of the isposition on the national taxes in arrears.

ADDENDA

ARTICLE 1 (EFFECTIVE DATE)

This Act shall take effect on July 1, 2005. However, Article 2 of the Addenda shall take effect on the date of its promulgation.

ARTICLE 2 (ESTABLISHMENT COMMITTEE)

(1) The Minister of Strategy and Finance shall appoint the following persons as commissioners for Establishment Committee and form an Establishment Committee, and have the Establishment Committee manage general affairs regarding preparation for establishment of the Corporation.

1. Vice Minister of Strategy and Finance;
2. One person nominated by President of KMFA (Korea Money and Finance Association);
3. One person nominated by President of AMAK (Asset Management Association of Korea), established under Article 160 of the Indirect Investment Asset Management Business Act;
4. One person nominated by President of KFB (Korea Federation of Banks);
5. One person nominated by chairman of the Korea Life Insurance Association established under Article 175 of Insurance Business Act;
6. One person nominated by President of KSDA (Korea Securities Dealers Association) established under Article 162 of the Securities and Exchange Act; and
7. One person nominated by President of KICPA (Korean Institute of Certified Public Accountants) established under Article 41 of the Certified Public Accountant Act

(2) The chairman of the Establishment Committee shall be elected among its members.

(3) Notwithstanding the Article 9 and Article 17 of this Act, the Establishment Committee shall deliberate and resolve matters regarding the appointment and dismissal of the first officers of the orporation. However, this shall apply to the qualifications of officers pursuant to Article 16.

(4) The Establishment Committee shall prepare the Articles of Incorporation and obtain the approval of the Minister of Strategy Finance thereon.

(5) After obtaining the approval of the Minister of Strategy and Finance pursuant to Paragraph (4), the Establishment Committee shall register the establishment of the Corporation under the joint names of its members.

(6) Upon completion of registration of the establishment of the Corporation pursuant to Paragraph (5), the Establishment Committee shall transfer its affairs and property to the President of the Corporation.

(7) The Establishment Committee shall be deemed to be dissolved when its affairs and property are transferred pursuant to Paragraph (6).

ARTICLE 3 (COST OF ESTABLISHMENT)

The expenses for establishment of the Corporation shall be paid by the Corporation.

ARTICLE 4 (TRANSITIONAL MEASURES CONCERNING ENTRUSTMENT OF FUND ASSET TO THE CORPORATION)

With respect to the funds under the Fund Management Framework Act, the Corporation can be entrusted with the assets of such funds from January 1, 2007 after the government requests an outside agency to evaluate the Corporation’s management of entrusted assets and report the result to the National Assembly. However, the Corporation can be entrusted with the assets of the Foreign Exchange Equalization Fund from the effective date of this Act.

ARTICLE 5 (SPECIAL TREATMENT WITH REGARD TO MANAGEMENT

EVALUATION OF THE CORPORATION)

The government shall make a request for a management evaluation to an outside agency three years after the establishment of the Corporation and report the result to the National Assembly.

ADDENDA

(Act on Capital Market and Financial Investment Business)

<Act No. 8635, August 3, 2007>

<Omitted since all changes are incorporated in the above>

ADDENDA

(Government Organization Act)

<Act No. 88852, February 29, 2008>

<Omitted since all changes are incorporated in the above>

KIC Enforcement Decree

ENFORCEMENT DECREE OF 
KOREA INVESTMENT CORPORATION ACT

The original decree was prepared in Korean and this is the English translation thereof. As such, please be advised that in the case of any discrepancy between the original decree and this English translation, the original will prevail.

Adopted on June 30, 2005 (Presidential Decree No. 18883)
Partially amended on February 29, 2008 (Presidential Decree No. 20740)

ARTICLE 1 (PURPOSE)

The purpose of this Enforcement Decree is to prescribe the matters delegated by the Korea Investment Corporation Act and matters necessary for the enforcement thereof.

ARTICLE 2 (SCOPE OF THE TRUST INSTITUTIONS THAT ARE MEMBERS OF THE STEERING COMMITTEE)

The “amount prescribed by the Presidential Decree” in Item 1 of Paragraph (2) of Article 10 of the Korea Investment Corporation Act (the “Act”) shall be 1 trillion Won.

ARTICLE 3 (QUALIFICATION REQUIREMENTS FOR CIVIL MEMBERS)

(1) The “international financial organizations or domestic/overseas financial institutions of more than a certain size set forth by the Presidential Decree” in Item 2 of Paragraph (1) of Articles 2 and Paragraph (2) of 16 of the Act shall mean any of the following financial institutions:

1. Bank of Korea under the Bank of Korea Act;
2. An asset management company under the Indirect Investment Asset Management Business Act, for which the total assets under management by its indirect investment funds as of the end of the most recent fiscal year shall be 2 trillion Won or more;
3. A financial institution under the Banking Act, an insurance company under the Insurance Business Act, or a securities company under the Securities and Exchange Act, of which the total assets (as appearing in its balance sheet) as of the most recent fiscal year shall be 2 trillion Won or more; and
4. A foreign financial institution equivalent to the institutions under Item 2 and 3 above (entity established pursuant to foreign laws and regulations and engaged in the asset management business, banking business, insurance business or securities business in a foreign country), for which the total assets under management by its indirect investment funds, or of which the total assets as appearing in its balance sheet, shall be 2 trillion Won or more as of the most recent fiscal year.

(2) The “international financial organizations set forth by the Presidential Decree” in Item 2 of Paragraph (1) of Article 11 and Paragraph (2) of Article 16 of the Act shall mean the international financial organizations under Item 1 to 7 and Item 9 to 14 of Paragraph (1) of Article 2 of the Act on the Measures for Admission to International Financial Organizations.

ARTICLE 4 (APPOINTMENT, ETC. OF EXPERIENCED PROFESSIONALS)

(1) If the chairman of the Steering Committee (the “Chairman”) appoints experienced professionals pursuant to Paragraph (6) of Article 12 of the Act, he shall obtain a resolution of the Steering ommittee.

(2) The experienced professionals appointed pursuant to Paragraph (1) above may be paid expenses within the limit of the budget of the Korea Investment Corporation (hereinafter referred to as the “Corporation”)

(3) Matters not specified herein necessary for appointment of experienced professionals shall be determined by the Chairman through a resolution of the Steering Committee.

ARTICLE 5 (OPERATION OF THE STEERING COMMITTEE)

(1) A meeting of the Steering Committee under Paragraph (7) of Article 12 of the Act shall be convened by the Chairman in accordance with the provisions of the Articles of Incorporation of the Corporation.

(2) The Chairman may, by a resolution of the Steering Committee, establish an advisory body for a smooth performance of the duties of the Steering Committee.

(3) The directors and auditor of the Corporation may attend meetings of the Steering Committee and state their opinions thereat.

(4) The minutes of the Committee shall be prepared with respect to the proceedings of a meeting of the Committee, and the chairman and all members present at the meeting shall affix their names and seals or signatures to the minutes.

(5) The members attending a meeting of the Steering Committee may be paid expenses within the limit of the budget of the Corporation.

(6) Matters not specified herein necessary for the operation of the Steering Committee shall be determined by the Chairman through a resolution of the Steering Committee.

ARTICLE 6 (MEMBERS OF THE CIVIL MEMBER CANDIDATE NOMINATION COMMITTEE)

(1) The “organization as determined by the Presidential Decree” in Item 1 of Paragraph (3) of Article 14 of the Act shall mean the Korea Money and Finance Association.

(2) The “organization as determined by the Presidential Decree” in Item 3 of Paragraph (3) of Article 14 of the Act shall mean the Korea Federation of Banks.

ARTICLE 7 (OPERATION OF THE CIVIL MEMBER CANDIDATE NOMINATION COMMITTEE)

(1) If a Civil Member under Item 2 of Paragraph (2) of Article 10 of the Act (hereinafter in this Article 7 referred to as “Civil Member”) needs to be newly appointed due to expiration of his term of office or otherwise, the Corporation shall promptly compose the Civil Member Candidate Nomination Committee under Paragraph (1) of Article 14 of the Act (hereinafter referred to as the “Nomination Committee”).

(2) The chairman of the Nomination Committee shall be elected from among its members.

(3) A resolution of the Nomination Committee shall be adopted by an affirmative vote of a majority of all incumbent members.

(4) The Nomination Committee shall continue to exist until a Civil Member for whose appointment the Nomination Committee was composed is appointed.

(5) Matters not specified herein necessary for the operation of the Nomination Committee shall be determined by the chairman of the Nomination Committee through a resolution of the Steering Committee.

ARTICLE 8 (COMPOSITION AND OPERATION OF THE PRESIDENT RECOMMENDATION COMMITTEE)

(1) If the president of the Corporation (hereinafter referred to as “President”) needs to be newly appointed due to expiration of his term of office or otherwise, the Steering Committee shall promptly compose the President Recommendation Committee under Article 18 of the Act (hereinafter referred to as the “Recommendation Committee”).

(2) The Recommendation Committee shall continue to exist until the President for whose appointment the Recommendation Committee was composed is appointed pursuant to Paragraph (1) of Article 17 of the Act.

(3) Matters not specified herein or in the Act necessary for operation of the Recommendation Committee shall be determined by the chairman of the Recommendation Committee through a resolution of the Steering Committee.

ARTICLE 9 (APPOINTMENT OF REPRESENTATIVES)

(1) If the President has appointed a representative pursuant to Paragraph (1) of Article 25 of the Act, he shall, within three (3) weeks from such appointment, have the following matters registered at the principal office, branches or representative offices where such representative is appointed. The same shall apply in case of a change in any of the registered matters:

1. The Name, Resident Registration Number and address of the representative; and
2. The limit, if any, on the authority of the representative.

(2) The employees who may be appointed to perform judicial activities on behalf of the President pursuant to Paragraph (2) of Article 25 of the Act shall be those with two or more years of experience in duties related to court trials.

ARTICLE 10 (INTERNAL CONTROL STANDARDS)

(1) The internal control standards under Paragraph (1) of Article 26 of the Act (hereinafter referred to as the “Internal Control Standards”) shall include the following:

1. Matters pertaining to segregation of duties and organizational structure;
2. Matters pertaining to the guidelines for managing the risks arising from the management of, or the conduct of business with respect to, the assets entrusted by trust institutions to the Corporation;
3. Matters pertaining to the procedures to be followed by the officers and/or employees of the Corporation in performing their duties;
4. Matters pertaining to the building of a system enabling efficient communication of information on management decision-making;
5. Matters pertaining to the procedures/methods for confirming officers and employees’ compliance with the Internal Control Standards and the measures against the officers and/or employees violating the Internal Control Standards;
6. Matters pertaining to the procedures or standards for prevention of unjust transactions, including, without limitation, the requirement to report the details of transactions of investment securities, exchange traded derivatives and over-thecounter derivatives of the officers and employees;
7. Matters pertaining to the procedures for establishment or amendment to the Internal Control Standards;
8. Matters pertaining to the procedures for appointment and dismissal of the compliance officer under Paragraph (3) of Article 26 of the Act; and
9. Matters pertaining to the compliance with relevant laws and regulations and the internal guidelines related to the exercise of voting rights with respect to the shares held in the process of asset management.

(2) The Corporation shall ensure that the compliance officer of the Corporation shall perform his duties independently of the officers and employees of the Corporation, in order to guarantee the independence of the duties of such compliance officer.

ARTICLE 11 (SPECIAL PROVISIONS ON EARLY TERMINATION OF TRUST WITH RESPECT TO ENTRUSTED ASSETS)

(1) The “amount set forth by the Presidential Decree” in the proviso of Paragraph (1) of Article 30 of the Act shall be 1 trillion Won.

(2) The “events set forth by the Presidential Decree” in Paragraph (2) of Article 30 of the Act shall mean any of the following:

1. If the foreign exchange reserves of Korea as of the end of a calendar month decreases by ten percent or more from those as of the end of the immediately preceding calendar month, and such situation continues for two consecutive calendar months;
2. If the sovereign credit rating of Korea is, by two or more international credit rating agencies based in the USA or UK, downgraded to a non-investment grade; and
3. If the Corporation commits a material breach of the asset trust contract entered into with the trust institution and fails to remedy such breach within 30 days from the receipt by the Corporation from such institution of a notice requiring said breach to be remedied.

ARTICLE 12 (SUPERVISION)

(1) The Steering Committee may cause the President of the Corporation to report the financial status, business results, etc. of the Corporation to the Steering Committee on a regular basis.

(2) The Steering Committee may, pursuant to Paragraph (2) of Article 35 of the Act, entrust the inspection business to an accounting firm with 100 or more certified public accountants.

ARTICLE 13 (COMPOSITION RATIO AND PROFIT RATE OF EACH ASSET CATEGORY)

The “composition ratio and profit rate of each asset category as set forth by the Presidential Decree” in Item 3 of Paragraph (2) of Article 36 of the Act shall mean those of the following:

1. Securities;
2. Deposits held in financial institutions;
3. Real estate; and
4. Other assets.

ARTICLE 14 (SCOPE OF THE EMPLOYEES DEEMED TO BE PUBLIC OFFICIALS IN APPLICATION OF PENAL PROVISIONS)

The “employees as set forth by the Presidential Decree” in Article 39 of the Act shall be employees of the Corporation holding the position of an assistant manager or higher .

ARTICLE 15 (FINE FOR NEGLIGENCE)

(1) The Minister of Strategy and Finance shall, if he intends to impose a fine for negligence pursuant to Paragraph (2) of Article 41 of the Act, investigate and confirm the relevant violation and give the relevant person subject to a fine for negligence a written notice stating the fact of violation, the amount of the fine for negligence, etc. and requiring such person to pay such fine for negligence. In such case, the invoice for the fine for negligence shall state the method in which, and the period during which, an objection may be raised against such fine for negligence. 

<Amended on February 29, 2008>

(2) The Minister of Strategy and Finance shall, if he intends to impose a fine for negligence pursuant to Paragraph (1) above, give the relevant person subject to a fine for negligence 10 or more days in which such person is given an opportunity to express his opinion by oral or written means (including electronic documents). If no opinion is received from the relevant person subject to a fine for negligence by the designated time, such person shall be deemed to have no opinion. 

<Amended on February 29, 2008>

(3) The Minister of Strategy and Finance shall, in determining the amount of a fine for negligence, consider the motive for and details of the violations, among others. 

<Amended on February 29, 2008>

ADDENDA

This Decree shall enter into force on July 1, 2005.

ADDENDA

(Presidential Decree to Act on Establishment of Financial Services Commission, Etc.)

<Presidential Decree No. 20653, February 29, 2008>

<Omitted since all changes are incorporated in the above>

ADDENDA

(Organization of Ministry of Strategy and Finance and its Subordinate Agencies)

<Presidential Decree No. 20720, February 29, 2008>
 

<Omitted since all changes are incorporated in the above>

KIC Articles of Incorporation

ARTICLES OF INCORPORATION 
OF KOREA INVESTMENT CORPORATION

The original AOI of KIC was prepared in Korean and this is the English translation thereof. As such, please be advised that in the case of any discrepancy between the Korean original and this English translation, the Korean original will prevail.

Adopted on June 30, 2005 
(Approved by the Minister of Strategy and Finance) 
Amended on February 7, 2007 
Amended on April 16, 2008

CHAPTER 1. GENERAL PROVISIONS

ARTICLE 1 (PURPOSE)

The purpose of this Corporation is to conduct effective management of assets which are entrusted by the Government and the Bank of Korea, etc. and thereby contribute to the development of financial industry.

ARTICLE 2 (NAME)

(1) The Corporation shall be established pursuant to the Korea Investment Corporation Act (the "Act"), and the name of the Corporation shall be "Hankuk Tooja Gongsa" (the "Corporation").

(2) The English name of the Corporation shall be "Korea Investment Corporation (KIC)."

ARTICLE 3 (OFFICES)

(1) The Corporation shall have its principal office in Seoul.

(2) The Corporation may establish and maintain branches or representative offices at the necessary locations, within or outside Korea.

ARTICLE 4 (CAPITAL)

(1) Capital of the Corporation shall be 1 trillion won and the total amount shall be contributed by the Government.

(2) The Government shall pay its contribution in cash or in kind, and the time and method of contribution shall be determined by the Minister of Strategy and Finance.

(3) The Corporation may issue contribution certificates to contributing agencies after the registration of its establishment or payment of contribution for capital increase.

ARTICLE 5 (AMENDMENT TO ARTICLES OF INCORPORATION)

If the Corporation intends to amend this Articles of Incorporation, the Corporation shall obtain a resolution of the Steering Committee.

ARTICLE 6 (MATTERS NOT PROVIDED IN ARTICLES OF INCORPORATION)

Any matters necessary for conducting the business of the Corporation other than those provided in this Articles of Incorporation shall be determined by the Board of Directors.

CHAPTER 2. STEERING COMMITTEE

ARTICLE 7 (ESTABLISHMENT OF STEERING COMMITTEE, ETC.)

(1) Pursuant to the Act and the Enforcement Decree thereof (the "Decree"), the Steering Committee (hereinafter referred to as the "Committee") shall be established within the Corporation to set up a basic policy concerning operation of the Corporation and review management performance, etc.

(2) Matters regarding the composition, operation of the Committee and the qualifications, term of office of the Civil Members shall be prescribed by the Act and the Decree.

ARTICLE 8 (ACQUISITION OF COMMITTEE MEMBER STATUS OF THE HEAD OF TRUST INSTITUTIONS)

(1) The head of trust institutions provided for in Item 1 of Paragraph (2) of Article 10 of the Act (hereinafter in this Article referred to as the "Head of Trust Institution") shall acquire the Committee member status upon entrusting assets over the amount prescribed by Article 2 of the Decree (hereinafter in this Article referred to as the "Reference Amount") or submission of a commitment letter that it will entrust assets over the Reference Amount to the Corporation.

(2) The commitment letter prescribed in Paragraph (1) above shall include a commitment that assets will be entrusted when the Corporation makes a request therefor.

(3) If a Head of Trust Institution does not entrust assets when requested by the Corporation or the total value of entrusted assets becomes below the Reference Amount due to withdrawal, etc., such Head of Trust Institution shall be deprived of its Committee member status from the next date after such events have occurred; provided, however, that any temporary value fluctuation due to result of asset management shall not affect the Committee member status.

ARTICLE 9 (MATTERS TO BE DELIBERATED AND RESOLVED BY THE COMMITTEE)

The Committee shall deliberate and resolve the following matters:

1. Amendment to the Articles of Incorporation;
2. Matters pertaining to mid- and long-term investment policies of the Corporation;
3. Matters pertaining to basic policies for the business of the Corporation;
4. Matters pertaining to modification of financial status, such as increase or decrease of capital of the Corporation;
5. Matters pertaining to entrustment of asset to the Corporation;
6. Matters pertaining to appointment and dismissal of the officers;
7. Matters pertaining to approval of budget and account settlement of the Corporation;
8. Matters pertaining to evaluation of management performance of the Corporation;
9. Matters pertaining to inspection of the business of the Corporation pursuant to Paragraph (1) of Article 35 of the Act; and
10. Any other matters prescribed in the Act, the Decree or this Articles of Incorporation as matters to be deliberated or resolved by the Committee.

ARTICLE 10 (CONVENING OF THE COMMITTEE)

(1) The chairman of the Committee shall convene the meetings of the Committee and shall preside over such meetings.

(2) The meetings of the Committee shall be classified into regular meetings and extraordinary meetings.

(3) Regular meetings shall be held within 2 months after the end of every quarter.

(4) The chairman of the Committee may convene an extraordinary meeting, if necessary.

(5) The chairman of the Committee shall convene a meeting without delay, if requested by more than one-third of the members of the Committee.

(6) The chairman of the Committee shall give a notice of the date, time and agenda of a meeting to each member of the Committee at least three (3) days prior to the date of the meeting; provided, however, that an exception shall be allowed for an emergency.

(7) A Committee member under Item I and Item 3 of Paragraph (2) of Article 10 of the Act may have other public official or officer · employee act on behalf of such member.

ARTICLE 11 (METHOD OF RESOLUTION)

(1) The quorum for a meeting of the Committee shall be a majority of all incumbent members and a resolution of the Committee shall be adopted by an affirmative vote of a majority of the members present at the meeting.

(2) A written resolution may be adopted without convening a meeting if the chairman of the Committee deems it necessary.

(3) When necessary in deliberating agenda, the Committee may, upon the approval of the chairman, seek opinions of any employee of the Corporation or any outside person.

ARTICLE 12 (RESTRICTION ON EXERCISING VOTING RIGHT)

In adopting a resolution on any agenda of the Committee, a member who has an interest in the agenda may not exercise his voting right.

ARTICLE 13 (MINUTES)

The minutes of the Committee meeting shall be prepared with respect to the proceedings of a meeting of the Committee, and the chairman and all members present at the meeting shall affix their names and seals or signatures to the minutes.

ARTICLE 14 (MEMBER COMPENSATION)

Within the budget of the Corporation, the Corporation may pay compensation to a member who attends a meeting of the Committee; provided, however, that the foregoing shall not apply if a member under Item 3 of Paragraph (2) of Article 10 of the Act or his proxy attends a meeting of the Committee.

ARTICLE 15 (OPERATIONAL REGULATIONS)

Any matters necessary for the operation of the Committee other than those provided in the Act, the Decree or this Articles of Incorporation shall be determined by the chairman of the Committee through a resolution of the Committee.

CHAPTER 3. BOARD OF DIRECTORS

ARTICLE 16 (BOARD OF DIRECTORS)

(1) The Corporation shall have a Board of Directors that consists of the President and directors.

(2) The Board of Directors shall resolve the following matters:

1. The matters to be deliberated and resolved by the Committee under Article 9 of this Articles of Incorporation
2. Use of emergency fund and carrying forward of budget
3. Matters pertaining to the adoption, amendment to and repeal of rules of the Corporation
4. Matters pertaining to the adoption, amendment to Internal Control Standards and appointment, dismissal of Compliance Officer pursuant to Article 26 of the Act
5. Any other matters the Board of Directors deems necessary.

(3) The Board of Directors may, if it deems necessary for efficient management of the Corporation, establish sub-committees consisting of officers and employees.

ARTICLE 17 (CONVENING AND RESOLUTION OF BOARD OF DIRECTORS)

(1) The President of the Corporation shall convene the meetings of the Board of Directors and shall be the chairman of such meetings.

(2) The quorum of a meeting of the Board of Directors shall be a majority of all incumbent members and a resolution of the Board of Directors shall be adopted by an affirmative vote of a majority of the members present at the meeting.

(3) The auditor may attend the meetings of the Board of Directors and state his opinion.

ARTICLE 18 (RESTRICTION ON EXERCISING VOTING RIGHTS)

In adopting a resolution on any agenda of the Board of Directors, a member who has an interest in the agenda may not exercise his voting right.

ARTICLE 19 (MINUTES)

The minutes of the meeting of the Board of Directors shall be prepared with respect to the proceedings of a meeting of the Board of Directors, and all members present at the meeting shall affix their names and seals or signatures to the minutes.

ARTICLE 20 (OPERATION OF BOARD OF DIRECTORS)

Any matters necessary for the operation of the Board of Directors shall be determined by the Board of Directors.

CHAPTER 4. OFFICERS AND EMPLOYEES

ARTICLE 21 (OFFICERS)

The Corporation shall have, as its officers, one president, four or less directors, and one auditor.

ARTICLE 22 (APPOINTMENT AND DISMISSAL OF OFFICERS)

(1) The President of the Corporation shall be appointed and dismissed by the President of the Republic of Korea upon request by the Minister of Strategy and Finance through recommendation of the President Recommendation Committee pursuant to Article 18 of the Act and deliberation by the Committee.

(2) The directors, except the president, shall be appointed and dismissed by the President of the Corporation through deliberation by the Committee.

(3) The auditor shall be appointed and dismissed by the Minister of Strategy and Finance through deliberation by the Committee.

ARTICLE 23 (TERM OF OFFICE OF OFFICERS)

(1) The term of office of the officers shall be 3 years.

(2) If a vacancy occurs among the officers, an officer shall be newly appointed and the term of the new officer shall begin from the date of his appointment.

ARTICLE 24 (DUTIES OF OFFICERS)

(1) The President shall represent the Corporation and shall preside over the business of the Corporation.

(2) The directors shall assist the President and the directors shall have the responsibility for certain part of the business of the Corporation as determined by the President.

(3) If the President is unable to perform his duties due to unavoidable reasons, the Chief Investment Officer (CIO) shall act for the President, and if both the President and the CIO are unable to perform their duties, other officers or employees shall act for the President in the order determined by the President.

(4) The auditor shall audit the business and accounting of the Corporation.

(5) The auditor shall, each year, prepare an audit report that integrates the results of the audits and submit the audit report to the Committee; provided, however, that if any important matter relating to the business or accounting occurs, the auditor shall immediately report such matter to the Board of Directors.

ARTICLE 25 (RESTRICTION ON REPRESENTING RIGHT)

(1) The President, CIO and other officers or employees acting for the President pursuant to Paragraph (3) of Article 24 of this Articles of Incorporation, shall not represent the Corporation with respect to matters in which their interests are in conflict with the interests of the Corporation.

(2) The auditor shall represent the Corporation in case of Paragraph (1).

ARTICLE 26 (APPOINTMENT OF REPRESENTATIVES)

The President may appoint representatives, who are authorized to perform any judicial or extrajudicial activities relating to the business of the Corporation, from among directors or employees of the Corporation.

ARTICLE 27 (REMUNERATION OF DIRECTORS)

Matters with respect to the remuneration and severance pay of directors shall be determined by the Committee.

ARTICLE 28 (APPOINTMENT AND DISMISSAL OF EMPLOYEES)

(1) Employees of the Corporation other than the Compliance Officer under Paragraph (2) of Article 26 (hereinafter in this Article referred to as the "Compliance Officer") shall be appointed and dismissed by the President of the Corporation.

(2) The Compliance Officer shall be appointed and dismissed by the President of the Corporation through a resolution of the Board of Directors and approval of the Committee.

ARTICLE 29 (REQUEST FOR DISPATCH OF RELATED INSTITUTION'S EMPLOYEES, ETC.)

(1) The President of the Corporation may, where deemed necessary for the conduct of business, request a related institution to dispatch employees under its control (hereinafter in this Article referred to as "Dispatched Employees").

(2) The request under Paragraph (1) shall be submitted by a document stating the number of Dispatched Employees, the period of dispatch and the reasons for dispatch.

(3) The Dispatched Employees that conduct businesses under Article 30 shall be deemed as the employees of the Corporation.

(4) Within the budget of the Corporation, the President of the Corporation may pay compensations, travel costs and other expenses to Dispatched Employees.

CHAPTER 5. BUSINESS

ARTICLE 30 (SCOPE OF BUSINESS)

(1) The Corporation shall conduct the following businesses:

1. Management of assets which are entrusted by the trust institutions such as Government, etc;
2. Survey, research relating to Item 1, and exchange and cooperation with related domestic or overseas institutions; and
3. Any other incidental business relating to Item 1 and Item 2 as resolved by the Committee.

(2) The Corporation shall not be involved in any business which may affect the value of assets under Item 1 of Paragraph (1) above, such as provision of collaterals and credit guarantee, etc.

ARTICLE 31 (INVESTMENT INSTRUMENT AND MANAGEMENT)

(1) The Corporation shall manage the entrusted assets by the following instruments:

1. Trading of securities as defined under Paragraph (1) of Article 2 of the Securities Exchange Act;
   
   [1. Trading of Securities as defined under Article 4 of the Act on Capital Market and Financial Investment Business <Amended on April 16, 2008, Effective as of February 4, 2009>]
2. Trading of foreign exchanges as defined under Item 11 of Paragraph (1) of Article 3 of the Foreign Exchange Transaction Act;
3. Transaction of derivatives under Item 17 of Paragraph (1) of Article 3 of the Foreign Exchange Transaction Act;
4. Deposits at domestic and overseas financial institutions;
5. Purchase and sale of domestic and overseas real properties; and
6. Other instruments prescribed under the Decree.

(2) The Corporation may re-entrust the entrusted assets to domestic and overseas asset management companies under the Act on Business of Operating Indirect Investment and Assets.

[(2) The Corporation may re-entrust the entrusted assets to domestic or overseas collective investment companies or asset management companies under the Act on Capital Market and Financial Investment Business <Amended on April 16, 2008, Effective as of February 4, 2009>]

(3) The Corporation shall manage the entrusted assets outside of Korea as denominated in foreign currencies.

(4) Notwithstanding Paragraph (3) above, the Corporation may manage the entrusted assets as denominated in Korean Won if it is temporarily unavoidable. In such cases, the Corporation shall manage the entrusted assets in a stable and neutral manner such as depositing the entrusted assets in financial institutions or purchasing public bonds, etc.

CHAPTER 6. ACCOUNTING

ARTICLE 32 (FISCAL YEAR)

The fiscal year of the Corporation shall correspond to that of the Government.

ARTICLE 33 (ACCOUNTING PRINCIPLE)

The accounting of the Corporation shall be conducted in such a manner that the performance of management and the financial condition during the relevant accounting period are clearly presented.

ARTICLE 34 (SEPARATE ACCOUNTING)

(1) The accounting of the Corporation shall be made separately from the accounting of the entrusted assets.

(2) The accounting of the entrusted assets shall be made separately per each trust institution.

ARTICLE 35 (BELONGING OF PROFITS FROM ASSET MANAGEMENT AND ASSET MANAGEMENT FEE)

(1) The profits from management of entrusted assets shall belong to trust institutions.

(2) The procedures and method for payment of profits from asset management, and the asset management fee shall be determined through consultation between the trust institutions and the Corporation.

ARTICLE 36 (BUDGET AND SETTLEMENT OF ACCOUNTS)

(1) The Corporation shall prepare a budget of total revenue and total expenditure, and obtain the approval of the Committee every fiscal year; provided, however, that, if the Corporation is unable to obtain the approval prior to the beginning of fiscal year, due to unavoidable reasons, such as natural disasters, etc., the Corporation may operate the budget based on that of the previous fiscal year.

(2) The budget executed pursuant to the proviso of Paragraph (1) above shall be deemed as executed by the budget that is duly established later.

(3) The Corporation shall prepare its statement of account settlement, balance sheet and income statement, and obtain approval of the Committee within 3 months after the end of each fiscal year.

ARTICLE 37 (PREPARATION AND APPROVAL OF SUPPLEMENTARY BUDGET)

(1) The Corporation may prepare a supplementary budget if it is necessary to adjust the budget due to the changes in business plan or any other unavoidable reasons that have occurred after the budget has been adopted.

(2) The procedures for the approval of a supplemental budget shall be in accordance with that of the main budget.

ARTICLE 38 (EMERGENCY FUND)

(1) The Corporation may include an emergency fund in a budget to be applied to unexpected expenditures.

(2) The use of an emergency fund shall obtain the resolution of the Board of Directors.

(3) The Corporation shall report the breakdown of expenditures to the Committee after the use of the emergency fund.

ARTICLE 39 (BONUS AND SEVERANCE PAY)

The Corporation may pay a bonus to the officers and employees of the Corporation and severance pay to retiring officers and employees.

ARTICLE 40 (EXPENSES FOR RESEARCH AND OVERSEAS DISPATCH)

The Corporation may pay research expenses or overseas dispatch expenses to distinguished employees or any other qualified persons.

ARTICLE 41 (APPROPRIATION OF PROFITS AND MAKE-UP OF LOSSES)

(1) In the event that the Corporation has realized any profits upon the settlement of accounts, such profits shall be appropriated in the following order:

1. 20% of the profits shall be reserved until such reserve amount equals the total amount of capital.
2. The profits remaining after deducting the reserves under Item 1 shall be appropriated by the resolution of the Committee.

(2) In the event that the Corporation has realized any losses upon the settlement of accounts, such losses shall be made up with the reserve made pursuant to Paragraph (1) above.

CHAPTER 7. SUPPLEMENTARY PROVISIONS

ARTICLE 42 (METHOD OF PUBLIC DISCLOSURE)

(1) Public disclosure pursuant to Article 36 of the Act shall be made within two months after the approval by the Committee of the settlement of accounts. However, any public disclosure relating to the mid- and long-term investment policies under Item 3 of Paragraph (1) of Article 36 of the Act shall be made when determination of or any change in such policies has occurred, and any public disclosure relating to changes in professional fund managers under Item 4 of Paragraph (2) of Article 36 of the Act shall be made when such change has occurred.

(2) Public disclosures pursuant to Paragraph (1) above shall be made on the Internet and on one or more nation-wide daily newspapers. However, public disclosure of changes in professional asset management personnel shall be made on the Internet.

ARTICLE 43 (ADVISERS AND CONSULTANTS)

(1) The Corporation may have advisers and consultants if necessary for conducting the business of the Corporation.

(2) The advisers and consultants shall be appointed by the President of the Corporation upon a resolution by the Board of Directors.

(3) The appointment and privileges, etc. of the advisers and consultants shall be determined by the Board of Directors.

ADDENDA

ARTICLE 1 (EFFECTIVE DATE)

This Articles of Incorporation shall take effect on the date of establishment of the Corporation.

ARTICLE 2 (ACTIVITIES FOR INCORPORATION OF THE CORPORATION)

(1) If the Corporation Establishment Committee under Article 2 of the Addenda of the Act has performed any actions for the establishment of the Corporation, such actions shall be deemed performed by the Corporation.

(2) The expenses for establishment of the Corporation shall be paid by the Corporation.

ARTICLE 3 (TRANSITIONAL MEASURES ON FISCAL YEAR)

The first fiscal year of the Corporation shall be from the date on which the Corporation commences its business until December 31, 2005.

ARTICLE 4 (TRANSITIONAL MEASURES ON BUSINESS PLAN & BUDGET)

(1) The Corporation shall prepare the business plan, budget for the period from the date of its establishment until December 31, 2005, and obtain the approval of the Committee that is held after the Corporation is established.

(2) Notwithstanding Paragraph (1) above, the Corporation may execute each of the following expenses prior to the approval of the Committee. In this case, the Corporation shall report details to the Committee at the first held meeting.

1. Necessary expenses in carrying out basic business activities, such as employees' wages and office rent.
2. Costs related to establishment of the Corporation.

ARTICLE 5 (PREPARATION AND SIGNING OF ARTICLES OF INCORPORATION)

For the establishment of the Corporation, this Articles of Incorporation has been prepared pursuant to Paragraph (4) of Article 2 of the Addenda of the Act, and the chairman and members of the Corporation Establishment Committee has affixed their signatures and seals to this Articles of Incorporation.

ADDENDA

ARTICLE 1 (EFFECTIVE DATE)

This Articles of Incorporation shall take effect on February 7, 2007.

ADDENDA

ARTICLE 1 (EFFECTIVE DATE)

This Articles of Incorporation shall take effect on February 4, 2009.