February 23, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for The Japan Fund, Inc.
(Securities Act Registration Statement File No. 33-13863) for
Fiscal Year Ended December 31, 1994
Dear Sir/Madam:
In accordance with the provisions of Rule 24f-2, The Japan Fund, Inc.
(the "Fund") hereby files its Rule 24f-2 Notice for the fiscal year ended
December 31, 1994.
a) No shares of beneficial interest of the Fund were registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) and
remained unsold at the beginning of the fiscal year.
b) 2,636,200 shares of beneficial interest of the Fund were registered
during the year other than pursuant to Rule 24f-2.
c) 44,011,661 shares of beneficial interest of the Fund were sold during
the fiscal year.
d) 41,375,461 shares of beneficial interest of the Fund were sold during
the fiscal year in reliance upon the Fund's declaration in its
registration statement, which became effective April 14, 1987 of the
registration of an indefinite amount of securities under Rule 24f-2.
Attached to the Rule 24f-2 Notice, and made a part hereof, is an
opinion of counsel indicating that the securities, the registration of
which the notice makes definite in number, were legally issued, fully
paid and non-assessable.
In accordance with subsection (c) of Rule 24f-2, a check in the amount
of $17,299.45 is enclosed, which represents the registration fee. Such fee
is based upon the actual aggregate sale price for which such securities
were sold during the fiscal year, reduced by the difference between:
1) The actual aggregate redemption price of the shares redeemed by
the Fund during the fiscal year, and
2) The actual aggregate redemption price of such redeemed shares
previously applied by the Fund pursuant to Rule 24e-2(a) in
filings made pursuant to section 24(e)(1) of the Investment
Company Act of 1940.
<TABLE>
<CAPTION>
<C> <C> <C>
Aggregate Sale Price For All Shares Sold $491,260,528
During Fiscal Year Pursuant to Rule 24f-2
Reduced by the Difference Between
1) Aggregate Redemption Price of Shares $441,092,468
Redeemed during the Fiscal Year
and,
2) Aggregate Redemption Price of Redeemed -0- $441,092,468
Shares Previously Applied by Fund Pursuant ------------ ------------
to Rule 24e-2(a) in Filings Made Pursuant to
Section 24(e)(1) of Investment Company Act
of 1940
$50,168,060
=============
</TABLE>
2,636,200 shares (the difference between items c and d on page one)
have been applied to the Fund's definite share registration.
Any questions regarding the matter should be addressed to me at
Scudder, Stevens & Clark, Inc., Two International Place, Boston, MA
02110-4103.
Very truly yours,
/s/Thomas F. McDonough
Thomas F. McDonough
Assistant Secretary
February 23, 1995
The Japan Fund, Inc.
345 Park Place
New York, New York 10154
Gentlemen:
The Japan Fund, Inc. (the "Fund") is a corporation organized under
the laws of the State of Maryland on August 10, 1961, having its principal
executive office in New York, New York.
We understand that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Fund registered an indefinite number of shares of
its capital stock, effective August 14, 1987. We further understand that,
pursuant to the provisions of Rule 24f-2, you are about to file with the
Securities and Exchange Commission a notice making definite the
registration of 41,375,461 shares (the "Shares") sold in reliance upon Rule
24f-2 during the fiscal year ended December 31, 1994.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Charter, the By-Laws, as amended,
records of corporate proceedings of the Fund, and such additional
documents, and we have obtained such other certificates, affidavits and
advices from officers of the Fund or from public officials, as we have
deemed necessary or appropriate for the purposes of this opinion.
We are of the opinion that all of the Shares were legally and validly
issued, and are fully paid and non-assessable. The opinion expressed in
the preceding sentence is based upon the assumptions that the Fund received
consideration for such Shares in accordance with the terms described in
ARTICLE FIFTH (8) of the Charter of the Fund and such consideration was
paid in cash.
We express no opinion as to compliance with the Securities Act of
1933, the Investment Company Act of 1940 or the securities laws of any
state with respect to the issuance of the Shares.
We consent to your filing this opinion with the Securities and
Exchange Commission in connection with the Rule 24f-2 Notice which you are
about to file pursuant to the Investment Company Act of 1940.
Sincerely,
/s/Ober, Kaler, Grimes & Shriver
a professional corporation
