JAPAN FUND INC, 485BPOS, 1997-04-28

JAPAN FUND INC
485BPOS, 1997-04-28

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Filed with the Securities and Exchange Commission on April 28, 1997.

File No. 33-13863
File No. 811-1090

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.
---------

Post-Effective Amendment No. 10
---------

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 21
---------

The Japan Fund, Inc.
--------------------
(Exact Name of Registrant as Specified in Charter)

345 Park Avenue, New York, NY 10154
----------------------------- -----
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (617) 295-2567

Thomas F. McDonough
Scudder, Stevens & Clark, Inc.
Two International Place, Boston, MA 02110
-----------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective

immediately upon filing pursuant to paragraph (b)
-------

X on May 1, 1997 pursuant to paragraph (b)
-------

60 days after filing pursuant to paragraph (a)(i)
-------

on pursuant to paragraph (a)(i)
------- ----------------

75 days after filing pursuant to paragraph (a)(ii)
-------

on pursuant to paragraph (a)(ii) of Rule 485.
------- ----------------

If appropriate, check the following:

this post-effective amendment designates a new effective date
------- for a previously filed post-effective amendment

The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant filed the notice required by Rule 24f-2 for its most
recent fiscal year ended December 31, 1996 on February 6, 1997.

<PAGE>

THE JAPAN FUND, INC.
CROSS-REFERENCE SHEET

Items Required By Form N-1A
---------------------------

PART A
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<TABLE>
<S> <C> <C> <C>
<CAPTION>
No. Item Caption Prospectus Caption
--- ------------ ------------------

1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information

4. General Description of INVESTMENT OBJECTIVE, POLICIES AND
Registrant STRATEGIES
Risk factors, Fund organization

5. Management of the Fund FUND ORGANIZATION--Investment advisers;
Transfer agent, dividend-paying and shareholder service
agent; Distributor; Custodian and sub-custodian
SHAREHOLDER SERVICES--A team approach to
investing

5A. Management's Discussion of NOT APPLICABLE
Fund Performance

6. Capital Stock and Other SHAREHOLDER SERVICES--Shareholder inquiries
Securities DISTRIBUTION AND PERFORMANCE
INFORMATION--Dividends and capital gain
distributions
TRANSACTION INFORMATION--Tax information
SHAREHOLDER SERVICES--Dividend reinvestment
plan

7. Purchase of Securities Being PURCHASES AND REDEMPTIONS
Offered TRANSACTION INFORMATION
SHAREHOLDER SERVICES--Investment flexibility,
Low minimum investment, Dividend reinvestment plan
FUND ORGANIZATION--Distributor

8. Redemption or Repurchase PURCHASES AND REDEMPTIONS
TRANSACTION INFORMATION

9. Pending Legal Proceedings NOT APPLICABLE

</TABLE>

Cross Reference - Page 1
<PAGE>

PART B
- ------

<TABLE>
<S> <C> <C> <C>
<CAPTION>
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and JAPAN AND THE JAPANESE ECONOMY
History

13. Investment Objectives and INVESTMENT OBJECTIVE, POLICIES AND
Policies RESTRICTIONS

14. Management of the Fund FUND ORGANIZATION
DIRECTORS AND OFFICERS
REMUNERATION

15. Control Persons and Principal FUND ORGANIZATION
Holders of Securities DIRECTORS AND OFFICERS

16. Investment Advisory and INVESTMENT ADVISORY ARRANGEMENTS
Other Services ADDITIONAL INFORMATION--Experts, Public
Official Documents, Other Information

17. Brokerage Allocation BROKERAGE AND PORTFOLIO TURNOVER

18. Capital Stock and Other FEATURES AND SERVICES OFFERED BY THE
Securities FUND--Dividend Reinvestment Plan
FUND ORGANIZATION

19. Purchase, Redemption and PURCHASES AND EXCHANGES REDEMPTIONS
Pricing of Securities Being FEATURES AND SERVICES OFFERED BY THE
Offered FUND--Distribution Plans
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE

20. Tax Status TAXES--United States Federal Income Taxation,
Japanese Taxation

21. Underwriters DISTRIBUTOR

22. Calculations of Yield NOT APPLICABLE
Quotations of Money Market
Funds

23. Financial Statements FINANCIAL STATEMENTS

</TABLE>

Cross Reference - Page 2

<PAGE>

[Image] The Japan Fund Profile [Image]
- ---------------------------------------------------------------------------

The fund profile, a supplement to the full prospectus, is designed as
an easy-to-read summary of fund risks, fees, and objectives. You can
click on any question to link to the Fund's prospectus and get more
information on that topic. Or, if you wish, you can proceed directly
to the Fund's prospectus. Once you have read the prospectus and
considered your investment goals, you can proceed to a Scudder Funds
application.
----------------------------------------------------------------------

Fund Profile
November 12, 1996

----------------------------------------------------------------------

1. What Is The Fund's Objective?

The Japan Fund pursues long-term capital appreciation by investing
primarily in the equity securities of Japanese companies.

2. What Does The Fund Invest In?

The Fund invests primarily in equity securities of Japanese companies,
which include common and preferred stock, debt securities convertible
into common stock and common stock purchase warrants. Under normal
conditions, the Fund will invest at least 80% of its assets in
Japanese securities, that is, securities issued by entities that are
organized under the laws of Japan, of securities of affiliates of
Japanese companies, wherever organized or traded, and securities of
issuers not organized under the laws of Japan but deriving more of
their revenues from Japan. These securities may include Japanese
government debt securities and debt securities of Japanese companies.
The debt securities in which the Fund invests are rated no lower than
BBB by Standard & Poor's or Baa by Moody's Investors Service, Inc.,
or, if unrated, their equivalent, as determined by the Fund's
investment adviser, Scudder, Stevens & Clark, Inc.

The Fund currently intends to focus its investments in select Japanese
companies that have an active market for their shares and that show a
potential for greater-than-average growth. These companies may be
situated in the post-industrial sectors of the economy, sensitive to
consumer demand, technology-driven, and globally competitive,
including companies that are sharing in the rapid growth of Japan's
Asia-Pacific neighbors.

3. What Are The Risks Of Investing In The Fund?

The Fund is susceptible to a relatively turbulent political
environment which affects issuers located in Japan and the surrounding
Pacific Basin region. There are also certain economic factors inherent
in investment in Japan such as large trade surpluses; a decline in the
value of the yen, which would adversely affect the value of the Fund
in dollar terms; and the volatility of the Japanese stock market.
Investments in foreign securities also involve special considerations
due to more limited information, higher brokerage costs, different
accounting standards, thinner trading markets as compared to domestic
markets and the likely impact of foreign taxes on the income from debt
securities. Further, it may be more difficult for the Fund's agents to
keep currently informed about corporate actions which may affect the
prices of portfolio securities. Purchases of foreign securities are
usually made in foreign currencies and, as a result, the Fund may
incur currency conversion costs and may be affected favorably or
unfavorably by changes in the value of foreign currencies against the
U.S. dollar.

The securities of smaller companies held by the Fund subject it to
greater risk due to the greater business risks of small size,
including limited product lines, distribution channels and financial
and managerial resources. Further, there is typically less publicly
available information concerning smaller companies.

Movements of the Japanese stock market will affect the Fund's share
price, which is likely to vary from day to day. You incur principal
risk when you invest, because your shares, when sold, may be worth
more or less than what you paid for them.

4. For Whom Is This Fund Appropriate?

You may wish to consider this Fund if you are seeking long-term
capital growth and

o plan to hold your investment for several years,
o can tolerate fluctuations in share price,
o have or plan to have other investments for the benefit of
diversification, and
o understand the risks of investing in Japanese securities.

5. What Are The Fund's Expenses And Fees?

There are two kinds of expenses that a shareholder may incur, directly
or indirectly, by investing in a mutual fund. These types of expenses,
as they relate to The Japan Fund, Inc. are:

Shareholder transaction expenses --
Expenses charged directly to your account for various transactions.

Sales Commission None

Commissions to Reinvest Dividends None

Redemption Fee None

Exchange Fee None

Annual Fund operating expenses --
Expenses paid by the Fund before it distributes its net investment
income, expressed as a percentage of the Fund's average daily net
assets. Figures below are for the fiscal year ended December 31,
1995.

Investment management fee 0.75%

12b-1 fees None

Other expenses 0.46%
------

Total Fund operating expenses 1.21%
====

Example:
Assuming a 5% annual return and redemption at the end of each
period, the total expenses relating to a $1,000 investment would be:

1 Year 3 Years 5 Years 10 Years

$12 $ 38 $66 $147

This example assumes reinvestment of all dividends and distributions
and that the total Fund operating expenses listed above remain the
same each year. This example should not be considered a representation
of past or future expenses or return. Actual Fund expenses and return
vary from year to year and may be higher or lower than those shown.
Please note that there is a $5 service fee if you request redemption
proceeds via wire.

6. How Has The Fund Performed Historically?

This chart shows how the Fund has performed over the past 10 years,
assuming reinvestment of all distributions. Performance is historical
and may not be indicative of future results. Total return and
principal value will fluctuate.

THE PRINTED DOCUMENT CONTAINED A BAR CHART HERE

BAR CHART TITLE: Total returns for years ended December 31:
BAR CHART DATA: Below

1986 77.54%
1987 33.01
1988 19.40
1989 11.63
1990 -16.36
1991 3.11
1992 -16.74
1993 23.64
1994 10.03
1995 -9.07

The Fund's Average Annual Total Return for the
period ended September 30, 1996

One Year -2.15%
Five Years -1.41
Ten Years 4.54

7. Who Manages The Fund?

The Fund's investment adviser is Scudder, Stevens & Clark, Inc., a
leading provider of U.S. and international investment management for
clients throughout the world. The Fund is managed by a team of Scudder
investment professionals, who each play an important role in the
Fund's management process.

Lead Portfolio Manager Seung Kwak has had responsibility for the
Fund's investment strategy and daily operations since 1994 and has
been a member of the portfolio management team since 1989. Mr. Kwak
has directed our Tokyo-based research effort since he joined Scudder
in 1988. Elizabeth J. Allan, Portfolio Manager, helps set the Fund's
general investment strategies, and was responsible for the Fund's
investment strategy and daily operations from 1991 to 1994. Ms. Allan
has contributed her expertise to the management of the portfolio since
she joined Scudder in 1987 and has numerous years of Pacific Basin
research and investing experience.

8. How Can I Invest?

To make it easy for you to open an account, you may invest by mail,
phone, fax, or in person. The current minimum initial investment is
$1,000. Effective January 1, 1997, shareholders will be required to
make an initial investment worth at least $2,500, while the minimum
subsequent investment will remain at $100. Shareholders with
non-fiduciary accounts who maintain an account balance of less than
$2,500 in the Fund without establishing a regular investment program,
may be assessed an annual $10 per fund charge, payable to the Fund.
The initial investment and minimum account balance for fiduciary
accounts such as IRA's will increase from $500 to $1,000 per fund
account, while the minimum subsequent investment will remain at $50. A
shareholder may open a regular account with a minimum of $1,000 if an
investment program of $100/month is established. After January 1,
1997, a shareholder who maintains an account balance of less than
$2,500 without establishing an investment program may be assessed an
annual fee of $10.00, payable to the Fund. Scudder retirement plans
and certain other accounts name similar or lower minimums. You may
also exchange shares free of charge within the Scudder Family of
Funds.

9. How Can I Redeem Shares?

You may redeem shares at the current share price on any business day
by telephone, fax, or mail.

10. When Are Distributions Made?

The Fund typically makes distributions in December. You may elect to
receive distributions in cash or have them reinvested in additional
shares of the Fund.

Long-term capital gain distributions, if any, are taxable as long-term
capital gain regardless of the length of time you have owned your
shares. Distributions of short-term capital gain are taxable as
ordinary income.

11. What Services Does Scudder Provide?

As a shareholder, you'll enjoy:

o professional service from representatives who can answer your
questions and execute your transactions
o automated toll-free touchtone access to account information,
share prices and yields, and to perform transactions
o Scudder's quarterly shareholder newsletter, Scudder Perspectives
o regular, informative reports about the performance of your Fund

[Image]

----------------------------------------------------------------------
[Image]Scudder wants you to make informed investment decisions. This
Fund Profile contains key information about The Japan Fund, Inc. If
you would like more information before you invest, please consult the
Fund's accompanying prospectus. For details about the Fund's holdings
or recent investment strategies, please review the Fund's most recent
annual or semiannual report. The reports are free and may be ordered
by calling 1-800-53-JAPAN.

----------------------------------------------------------------------
Contact Scudder
<PAGE>

[Image] The Japan Fund, Inc. Profile
- ---------------------------------------------------------------------------

Fund Profile
January 1, 1997

----------------------------------------------------------------------
1. What Is The Fund's Objective?

The Japan Fund pursues long-term capital appreciation by investing
primarily in the equity securities of Japanese companies.

2. What Does The Fund Invest In?

3. What Are The Risks Of Investing In The Fund?

4. For Whom Is This Fund Appropriate?

You may wish to consider this Fund if you are seeking long-term
capital growth and

5. What Are The Fund's Expenses And Fees?

There are two kinds of expenses that a shareholder may incur, directly
or indirectly, by investing in a mutual fund. These types of expenses,
as they relate to The Japan Fund, Inc. are:

Shareholder transaction expenses --
Expenses charged directly to your account for various transactions.

Sales Commission None

Commissions to Reinvest Dividends None

Redemption Fee None

Exchange Fee None

Investment management fee 0.75%

12b-1 fees None

Other expenses 0.46%
-----

Total Fund operating expenses 1.21%
=====

Example:
Assuming a 5% annual return and redemption at the end of each
period, the total expenses relating to a $1,000 investment would be:

1 Year 3 Years 5 Years 10 Years

$12 $ 38 $66 $147

6. How Has The Fund Performed Historically?

THE PRINTED DOCUMENT CONTAINED A BAR CHART HERE

BAR CHART TITLE: Total returns for years ended December 31:
BAR CHART DATA: Below

1987 33.01%
1988 19.40
1989 11.63
1990 -16.36
1991 3.11
1992 -16.74
1993 23.64
1994 10.03
1995 -9.07
1996 -10.92

The Fund's Average Annual Total Return for the
period ended December 31, 1996

One Year -10.92%
Five Years -1.71%
Ten Years 3.44%

7. Who Manages The Fund?

8. How Can I Invest?

To make it easy for you to open an account, you may invest by mail,
phone, fax, or in person. The minimum initial investment is $2,500.
The minimum subsequent investment is $100. Shareholders with
non-fiduciary accounts who maintain an account balance of less than
$2,500 in the Fund without establishing a regular investment program,
may be assessed an annual $10 per fund charge, payable to the Fund.
The initial investment and minimum account balance for fiduciary
accounts such as IRA's is $1,000 per fund account, while the minimum
subsequent investment is $50. A shareholder may open a regular account
with a minimum of $1,000 if an investment program of $100/month is
established. A shareholder who maintains an account balance of less
than $2,500 without establishing an investment program may be assessed
an annual fee of $10.00, payable to the Fund. Scudder retirement plans
and certain other accounts name similar or lower minimums. You may
also exchange shares free of charge within the Scudder Family of
Funds.

9. How Can I Redeem Shares?

You may redeem shares at the current share price on any business day
by telephone, fax, or mail.

10. When Are Distributions Made?

The Fund typically makes distributions in December. You may elect to
receive distributions in cash or have them reinvested in additional
shares of the Fund.

11. What Services Does Scudder Provide?

As a shareholder, you'll enjoy:

----------------------------------------------------------------------
Contact Scudder
<PAGE>

[Image] The Japan Fund Profile [Image]
- ---------------------------------------------------------------------------

Fund Profile
April 1, 1997

----------------------------------------------------------------------

1. What Is The Fund's Objective?

The Japan Fund pursues long-term capital appreciation by investing
primarily in the equity securities of Japanese companies.

2. What Does The Fund Invest In?

3. What Are The Risks Of Investing In The Fund?

4. For Whom Is This Fund Appropriate?

You may wish to consider this Fund if you are seeking long-term
capital growth and

5. What Are The Fund's Expenses And Fees?

There are two kinds of expenses that a shareholder may incur, directly
or indirectly, by investing in a mutual fund. These types of expenses,
as they relate to The Japan Fund, Inc. are:

Shareholder transaction expenses --
Expenses charged directly to your account for various transactions.

Sales Commission None

Commissions to Reinvest Dividends None

Redemption Fee None

Exchange Fee None

Investment management fee 0.75%

12b-1 fees None

Other expenses 0.46%
-----

Total Fund operating expenses 1.21%
=====

Example:
Assuming a 5% annual return and redemption at the end of each
period, the total expenses relating to a $1,000 investment would be:

1 Year 3 Years 5 Years 10 Years

$12 $ 38 $66 $147

6. How Has The Fund Performed Historically?

THE PRINTED DOCUMENT CONTAINED A BAR CHART HERE

BAR CHART TITLE: Total returns for years ended December 31:
BAR CHART DATA: Below

1987 33.01%
1988 19.40
1989 11.63
1990 -16.36
1991 3.11
1992 -16.74
1993 23.64
1994 10.03
1995 -9.07
1996 -10.92

The Fund's Average Annual Total Return for the
period ended March 31, 1997

One Year -17.93%
Five Years 0.18%
Ten Years 1.91%

7. Who Manages The Fund?

8. How Can I Invest?

9. How Can I Redeem Shares?

You may redeem shares at the current share price on any business day
by telephone, fax, or mail.

10. When Are Distributions Made?

The Fund typically makes distributions in December. You may elect to
receive distributions in cash or have them reinvested in additional
shares of the Fund.

11. What Services Does Scudder Provide?

As a shareholder, you'll enjoy:

[Image]

----------------------------------------------------------------------
Contact Scudder
<PAGE>

This prospectus sets forth concisely the information about The Japan Fund,
Inc., a diversified, open-end management investment company, that a prospective
investor should know before investing. Please retain it for future reference.

If you require more detailed information, a Statement of Additional
Information dated May 1, 1997, as amended from time to time, may be obtained
without charge by writing Scudder Investor Services, Inc., Two International
Place, Boston, MA 02110-4103, care of The Japan Fund Service Center or calling
1-800-53-JAPAN. The Statement of Additional Information has been incorporated by
reference into this prospectus and has been filed with the Securities and
Exchange Commission and is available along with other related materials on the
Securities and Exchange Commission's Internet Web site (http://www.sec.gov).

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. Contents

Expense information 2
Financial highlights 3
Shareholder benefits 4
Investment objective 4
Investment policies 4
Investment strategies 4
Why invest in the Fund? 5
Additional information about investment policies
and strategies 6
Risk factors 7
Investment results 10
Distribution and performance information 14
Fund organization 14
Purchases and redemptions 15
Transaction information 19
Shareholder services 21
Tax-advantaged retirement plans 22
The Scudder Family of Funds 23
How to contact The Japan Fund Back cover
Directors and officers Back cover
Distributor: Scudder Investor Services, Inc.

THE JAPAN FUND, INC.

PROSPECTUS
MAY 1, 1997

o Offering opportunities for long-term capital appreciation by investing
primarily in the equity securities of Japanese companies.

o A pure no-load(TM) mutual fund with no commissions to buy, sell or
exchange shares.

Scudder, Stevens & Clark, Inc.
Investment Adviser

<PAGE>

Expense information

How to compare The Japan Fund, Inc.

This information is designed to help you understand the various costs and
expenses of investing in The Japan Fund, Inc. (the "Fund"). By reviewing this
table and those in other mutual funds' prospectuses, you can compare the Fund's
fees and expenses with those of other funds. With The Japan Fund, Inc., you pay
no commissions to purchase or redeem shares. As a result, all of your
investment goes to work for you.

1) Shareholder transaction expenses: Expenses charged directly to your
individual account in the Fund for various transactions.

Sales commissions to purchase shares ("sales load") NONE

Commissions to reinvest dividends NONE

Deferred sales load NONE

Redemption fees NONE*

Fees to exchange shares NONE

2) Annual Fund operating expenses: Expenses paid by the Fund before it
distributes its net investment income, expressed as a percentage of the
Fund's average daily net assets for the year ended December 31, 1996.

Investment management fees 0.75%

12b-1 fees NONE

Other expenses 0.41%
-----

Total Fund operating expenses 1.16%
-----
-----

Example

Based on the level of total Fund operating expenses listed above, the total
expenses relating to a $1,000 investment, assuming a 5% annual return and
redemption at the end of each period, are listed below. Investors do not pay
these expenses directly; they are paid by the Fund before it distributes its
net investment income to shareholders. (As noted above, the Fund has no
redemption fees of any kind.)

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$12 $37 $64 $141

See "Fund organization--Investment adviser" for further information about the
investment management fee. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than
those shown.

* You may redeem by writing or calling the Fund. If you wish to receive your
redemption proceeds via wire, there is a $5 wire service fee. For
additional information, please refer to "Purchases and redemptions."

2
<PAGE>

Financial Highlights

The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the audited financial
statements. Prior to August 14, 1987, the Fund was operated as a closed-end,
diversified management investment company. Since August 14, 1987, the Fund has
operated as an open-end, diversified management investment company, commonly
known as a "mutual fund." Accordingly, except with respect to information for
the period January 1, 1986 to August 14, 1987, the data set forth below reflect
the investment performance of the Fund as a mutual fund rather than a closed-end
investment company.

If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated December 31, 1996 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc. The following information
has been audited by Price Waterhouse LLP, independent accountants, whose
unqualified report thereon is included in the Annual Report to Shareholders,
which is included in the Fund's Statement of Additional Information. The
financial highlights should be read in conjunction with the financial statements
and notes thereto included in the Annual Report.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------
1996(a) 1995 1994(a) 1993(a) 1992 1991 1990 1989 1988 1987
------------------------------------------------------------------------------------------------

Net asset value,
beginning of period $9.44 $10.50 $10.33 $8.90 $10.69 $10.76 $14.27 $16.24 $16.97 $20.28
----- ------ ------ ----- ------ ------ ------ ------ ------ ------

Income from investment
operations:

Net investment
income (loss) (.03) (.01) (.05) (.05) (.05) (.03) .09 .04 .04 .16

Net realized and
unrealized gain (loss)
on investments (1.00) (.94) 1.07 2.15 (1.74) .37 (2.41) 1.66 3.13 5.81
----- ------ ------ ----- ------ ------ ------ ------ ------ ------
Total from investment
operations (1.03) (.95) 1.02 2.10 (1.79) .34 (2.32) 1.70 3.17 5.97
----- ------ ------ ----- ------ ------ ------ ------ ------ ------
Less distributions:

From net investment
income -- -- -- -- -- -- (.09) (.08) (.02) (.20)

In excess of net
investment income (.08) -- -- (.28) -- -- -- -- -- --

From net realized
gains on investment
transactions -- -- (.80) (.39) -- (.41) (1.10) (3.59) (3.88) (9.08)

In excess of net
realized gains -- (.11) (.05) -- -- -- -- -- -- --
----- ------ ------ ----- ------ ------ ------ ------ ------ ------
Total distributions (.08) (.11) (.85) (.67) -- (.41) (1.19) (3.67) (3.90) (9.28)
----- ------ ------ ----- ------ ------ ------ ------ ------ ------
Net asset value,
end of period $8.33 $9.44 $10.50 $10.33 $8.90 $10.69 $10.76 $14.27 $16.24 $16.97
----- ------ ------ ----- ------ ------ ------ ------ ------ ------
----- ------ ------ ----- ------ ------ ------ ------ ------ ------
Total Return (%) (10.92) (9.07) 10.03 23.64 (16.74) 3.11 (16.36) 11.63 19.40 33.01

Ratios and
Supplemental Data

Net assets, end of
period ($ millions) 386 549 586 471 409 335 313 401 404 394

Ratio of operating
expenses to average
daily net assets (%) 1.16 1.21 1.08 1.25 1.42 1.26 1.05 1.02 1.01 .90

Ratio of net investment
income (loss) to average
daily net assets (%) (.34) (.24) (.40) (.47) (.31) (.15) .72 .34 .28 .41

Portfolio turnover rate (%) 72.6 69.9 74.3 81.7 47.0 46.4 52.7 60.4 38.8 34.0

Average commission
rate paid (b) $.0444 $-- $ -- $-- $-- $-- $-- $-- $-- $--

</TABLE>

(a) Based on monthly average shares outstanding during the period.

(b) Average commission rate paid per share of common and preferred stocks is
calculated for fiscal years ending on or after December 31, 1996.

3
<PAGE>

Shareholder benefits

o broad and diversified investment portfolio

o active professional management by Scudder, Stevens & Clark, Inc.

o no sales charges or Rule 12b-1 distribution charges; a pure no-load(TM) fund

o shares redeemable at net asset value at any time with no redemption charge

o individual attention from a Japan Fund Service Specialist (8 a.m.-8 p.m.
eastern time, Monday-Friday) at the toll-free number 1-800-53-JAPAN

o optional participation in the Scudder Family of Funds, a group of pure
no-load(TM) mutual funds managed by Scudder, Stevens & Clark, Inc.

o $2,500 minimum initial investment

Investment objective

The investment objective of The Japan Fund, Inc. (the "Fund"), a diversified
mutual fund, is long-term capital appreciation, which it seeks to achieve by
investing primarily in equity securities (including American Depositary
Receipts) of Japanese companies. Equity securities are defined as common and
preferred stock, debt securities convertible into common stock (sometimes
referred to as "convertible debentures") and common stock purchase warrants.

There can be no assurance that the Fund's objective will be met. The Fund's
objective is a fundamental investment policy and may not be changed without
shareholder approval.

Investment policies

Unless otherwise noted, the investment policies of the Fund are
non-fundamental and may be changed by the Fund's Board of Directors without
shareholder approval.

Under normal conditions, the Fund will invest at least 80% of its assets in
Japanese securities, that is, securities issued by entities that are organized
under the laws of Japan ("Japanese companies"), securities of affiliates of
Japanese companies, wherever organized or traded, and securities of issuers not
organized under the laws of Japan but deriving 50% or more of their revenues
from Japan. These securities may include debt securities (Japanese government
debt securities and debt securities of Japanese companies) when the Fund's
investment adviser, Scudder, Stevens & Clark, Inc. (the "Adviser") believes that
the potential for capital appreciation from investment in debt securities equals
or exceeds that available from investment in equity securities.

Investment strategies

The Fund currently intends to focus its investments in select Japanese
companies, whether large or small, that have an active market for their shares
and that show a potential for greater-than-average growth. These companies may
be situated in the post-industrial sectors of the economy, sensitive to consumer
demand, technology-driven, and globally competitive, including companies that
are sharing in the rapid growth of Japan's Asia-Pacific neighbors. The Fund
anticipates that most equity securities of Japanese companies in which it
invests, either directly or indirectly by means of American Depositary Receipts
or convertible debentures, will be listed on securities exchanges in Japan.

4
<PAGE>

Adviser believes have above-average earnings growth potential. When evaluating
an individual company for the purpose of stock selection, the Adviser takes into
consideration, among other factors, the size of the company; the depth and
quality of management; a company's product line, business strategy or
competitive position in its industry; marketing and technical strengths;
research and development efforts; financial strength, including degree of
leverage; cost structure; revenue and earnings growth potential; price-earnings
ratios and other stock valuation measures.

The Fund may invest up to 20% of its assets in cash or in short-term
government or other short-term prime obligations in order to have funds readily
available for general corporate purposes, including the payment of operating
expenses, dividends and redemptions, or the investment in securities through
exercise of rights or otherwise, or in repurchase agreements in order to earn
income for periods as short as overnight. Where the Adviser determines that
market or economic conditions so warrant, the Fund may, for temporary defensive
purposes, invest more than 20% of its assets in cash or such securities. For
instance, there may be periods when changes in market or other economic
conditions, or in political conditions, will make advisable a reduction in
equity positions and increased commitments in cash or corporate debt securities,
whether or not Japanese, or in the obligations of the Government of the United
States or of Japan or of other governments.

Why invest in the Fund?

The Japan Fund, Inc. is the oldest and largest U.S. mutual fund investing
primarily in Japan. With the second largest GNP in the world and its stock
exchanges comprising over 25% of the world's equity market, Japan represents a
significant part of global investment opportunities. Japan is not only the
producer of high-quality automobiles, computers, televisions, VCRs and stereos,
but is also home to some of the world's largest securities firms, utility
companies and banks. Japan's long-term record of growth is outstanding, and the
Fund believes that its economy and that of its neighbors in which some Japanese
companies participate offer further substantial growth opportunities in the long
term.

Over the past 30 years Japan has experienced significant economic
development. During the era of high economic growth in the 1960s and early 1970s
the expansion was based on the development of heavy industries such as steel and
shipbuilding. In the 1970s Japan moved into assembly industries which employ
high levels of technology and consume relatively low quantities of resources,
and since then Japan has become a major producer of electrical and electronic
products and automobiles.

While it would be highly unlikely that Japan's economy will continue to grow
at the same phenomenal rates seen in the 1960s, 1970s and 1980s, it should
continue to offer investors many attractive investment opportunities. Japan is
now in a major transition toward becoming a domestic-led economy, driven in
large part by one of the world's highest average per capita incomes, above-
average savings rates, and a rise in leisure spending. In addition to a growing
domestic market, the economy should also benefit from a continuing
high-technology focus, above-average capital spending, and established ties to
markets in the high-growth economies of Asia and the Pacific. As a result,
select Japanese securities continue to offer above-average growth potential for
investors willing to assume the risks associated with investing in Japan.

Investors undertaking direct foreign investments in Japan often encounter

5
<PAGE>

Why invest in the Fund? (cont'd)

complications and extra costs. They may find it difficult to make purchases and
sales, to obtain current information, to hold securities in safekeeping and to
convert the value of their investments from yen into dollars. The Fund manages
these problems for the investor. With a single investment, the investor has a
diversified portfolio which is managed by experienced professionals. The Fund's
Adviser has extensive experience dealing in the Japanese market and with
Japanese brokers and custodian banks. In addition, the Adviser has the benefit
of established information sources and believes the Fund affords an efficient
and cost-effective method of investing in Japan.

Additional information about investment policies and strategies

Investment restrictions

The Fund may not, without shareholder approval:

o borrow money except as a temporary measure for extraordinary or emergency
purposes or except in connection with reverse repurchase agreements provided
that the Fund maintains asset coverage of 300% for all borrowings; or

o make loans to other persons, except (a) loans of portfolio securities, and
(b) to the extent the entry into repurchase agreements and the purchase of
debt securities in accordance with its investment objective and investment
policies may be deemed to be loans.

Please refer to the Statement of Additional Information for a listing of the
Fund's other investment restrictions.

Debt securities

The debt securities in which the Fund may invest for cash management purposes
are short-term government or other short-term prime obligations (i.e.,
high-quality debt obligations maturing not more than one year from the date of
issuance). All other debt securities in which the Fund invests are rated no
lower than BBB by Standard & Poor's ("S&P") or Baa by Moody's Investors Service,
Inc. ("Moody's") or, if unrated, are of equivalent quality as determined by the
Adviser. The Fund intends to continue these practices with respect to investment
in debt securities in the future.

Common stocks

Under normal circumstances, the Fund invests primarily in common stocks.
Common stock is issued by companies to raise cash for business purposes and
represents a proportionate interest in the issuing companies. Therefore, the
Fund participates in the success or failure of any company in which it holds
stock. The market values of common stock can fluctuate significantly, reflecting
the business performance of the issuing company, investor perception and general
economic or financial market movements. Smaller companies are especially
sensitive to these factors and may even become valueless. Despite the risk of
price volatility, however, common stocks also offer the greatest potential for
gain on investment, compared to other classes of financial assets such as bonds
or cash equivalents.

Repurchase agreements

As a means of earning income for periods as short as overnight, the Fund may
enter into repurchase agreements with selected banks and broker/dealers. Under a
repurchase agreement, the Fund acquires securities, subject to the seller's
agreement to repurchase them at a specified time and price.

Convertible securities

The Fund may invest in convertible securities which are securities that may
be converted or exchanged at a stated or determinable exchange ratio into
underlying shares of common stock. Convertible securities may offer higher
income than the common stocks into which they are convertible. The convertible
securities in which the Fund may invest include bonds, notes, debentures,

6
<PAGE>

preferred stocks and other securities convertible into common stocks and may be
fixed-income or zero coupon debt securities. Prior to their conversion,
convertible securities may have characteristics similar to nonconvertible debt
securities.

Strategic Transactions and derivatives

The Fund may, but is not required to, utilize various other investment
strategies as described below to hedge various market risks (such as interest
rates, currency exchange rates, and broad or specific equity or fixed-income
market movements), to manage the effective maturity or duration of fixed-income
securities in the Fund's portfolio or to enhance potential gain. These
strategies may be executed through the use of derivative contracts. Such
strategies are generally accepted as a part of modern portfolio management and
are regularly utilized by many mutual funds and other institutional investors.
Techniques and instruments may change over time as new instruments and
strategies are developed or regulatory changes occur.

Strategic Transactions may be used without limit to attempt to protect
against possible changes in the market value of securities held in or to be
purchased for the Fund's portfolio resulting from securities markets or currency
exchange rate fluctuations, to protect the Fund's unrealized gains in the value
of its portfolio securities, to facilitate the sale of such securities for
investment purposes, to manage the effective maturity or duration of
fixed-income securities in the Fund's portfolio, or to establish a position in
the derivatives markets as a temporary substitute for purchasing or selling
particular securities. Some Strategic Transactions may also be used to enhance
potential gain although no more than 5% of the Fund's assets will be committed
to Strategic Transactions entered into for non-hedging purposes. Any or all of
these strategic transactions may be used at any time and in any combination, and
there is no particular strategy that dictates the use of one technique rather
than another, as use of any Strategic Transaction is a function of numerous
variables including market conditions. The ability of the Fund to utilize these
Strategic Transactions successfully will depend on the Adviser's ability to
predict pertinent market movements, which cannot be assured. The Fund will
comply with applicable regulatory requirements when implementing these
strategies, techniques and instruments. Strategic Transactions involving
financial futures and options thereon will be purchased, sold or entered into
only for bona fide hedging, risk management or portfolio management purposes and
not for speculative purposes. Please refer to "Risk factors--Strategic
Transactions and derivatives" for more information.

Risk factors

Investors should consider the following factors inherent in investment in
Japan.

Trade issues

Because of the concentration of Japanese exports in highly visible products
such as automobiles, machine tools and semiconductors, and the large trade
surpluses ensuing therefrom, Japan is in a difficult phase in its relations with
its trading partners, particularly the United States, where the trade imbalance
is the greatest. Japan's trade surplus declined to $84 billion in 1996 from $131
billion in 1995.

7
<PAGE>

Risk factors (cont'd)

Currency factors

Over a long period of years, the yen has generally appreciated in relation to
the dollar. The yen's appreciation has added to the returns of dollars invested
through the Fund in Japan. A decline in the value of the yen would have the
opposite effect, adversely affecting the value of the Fund in dollar terms.

The Japanese Stock Market

Like other stock markets, the Japanese stock market can be volatile. For
example, the Japanese stock market, as measured by the Tokyo Stock Price Index
(TOPIX), increased by over 500% during the ten-year period ended December 31,
1989, reaching its high of 2884.80 on December 18, 1989, and it has fluctuated
in a downward trend since then and on December 30, 1996 was 49% below the peak.
This decline has had an adverse effect on the availability of credit and on the
value of the substantial stock holdings of Japanese companies, in particular,
Japanese banks, insurance companies and other financial institutions. This in
turn has contributed to the recent weakness in Japan's economy. A continuation
or recurrence of a Japanese stock market decline could have an adverse impact
throughout Japan's economy.

Differences in accounting methods make it difficult to compare the earnings
of Japanese companies with those of companies in other countries, especially the
U.S. In general, however, reported net income in Japan is understated relative
to U.S. accounting standards and this is one reason why price-earnings ratios of
the stocks of Japanese companies have tended historically to be higher than
those for U.S. stocks. In addition, Japanese companies have tended historically
to have higher growth rates than U.S. companies and Japanese interest rates have
generally been lower than in the U.S., both of which factors tend to result in
lower discount rates and higher price-earnings ratios in Japan than in the U.S.

Investment in foreign securities

Investments in foreign securities involve special considerations due to more
limited information, higher brokerage costs, different accounting standards,
thinner trading markets as compared to domestic markets and the likely impact of
foreign taxes on the income from debt securities. They may also entail certain
other risks, such as the possibility of one or more of the following: imposition
of dividend or interest withholding or confiscatory taxes; currency blockages or
transfer restrictions; expropriation, nationalization or other adverse political
or economic developments; less government supervision and regulation of
securities exchanges, brokers and listed companies; and the difficulty of
enforcing obligations in other countries. Purchases of foreign securities are
usually made in foreign currencies and, as a result, the Fund may incur currency
conversion costs and may be affected favorably or unfavorably by changes in the
value of foreign currencies against the U.S. dollar.

Further, it may be more difficult for the Fund's agents to keep currently
informed about corporate actions which may affect the prices of portfolio
securities. Communications between the United States and foreign countries may
be less reliable than within the United States, thus increasing the risk of
delayed settlements of portfolio transactions or loss of certificates for
portfolio securities. The Fund's ability and decisions to purchase and sell
portfolio securities may be affected by laws or regulations relating to the
convertibility of currencies and repatriation of assets. The Fund is also
susceptible to a relatively turbulent political environment which affects
issuers located in Japan and the surrounding Pacific Basin region. The
management of the Fund seeks to mitigate the risks associated with these

8
<PAGE>

considerations through diversification and professional management.

The following are descriptions of some additional investment risks associated
with the Fund, depending upon the composition of its portfolio at any given
time.

Investing in small company securities. The securities of small companies are
often traded over-the-counter and may not be traded in the volumes typical on a
national securities exchange. Consequently, in order to sell this type of
holding, the Fund may need to discount the securities from recent prices or
dispose of the securities over a long period of time. Prices for this type of
security may be more volatile than those of larger companies which are often
traded on a national securities exchange.

The investment risk associated with these companies is higher than that
normally associated with larger, older companies due to the greater business
risks of small size, including limited product lines, distribution channels and
financial and managerial resources. Further, there is typically less publicly
available information concerning smaller companies than for larger, more
established ones.

Debt securities. Securities rated BBB by S&P or Baa by Moody's are neither
highly protected nor poorly secured. These securities normally pay higher yields
but involve potentially greater price variability than higher-quality
securities. These securities are regarded as having adequate capacity to repay
principal and pay interest, although adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to do so. Moody's
considers bonds it rates Baa to have speculative elements as well as
investment-grade characteristics.

Repurchase agreements. In the event of the commencement of bankruptcy or
insolvency proceedings with respect to the seller of securities under a
repurchase agreement before repurchase of the securities, the Fund may encounter
delay and incur costs including a decline in value of the securities before
being able to sell the securities.

Convertible securities. While convertible securities generally offer lower
yields than nonconvertible debt securities of similar quality, their price may
increase if the value of the underlying common stock increases. Conversely,
their price may decrease, but to a lesser extent, if the value of the underlying
common stock decreases. Convertible securities entail less credit risk than the
issuer's common stock.

Strategic Transactions and derivatives. Strategic Transactions, including
derivative contracts, have risks associated with them including possible default
by the other party to the transaction, illiquidity and, to the extent the Fund
management's view as to certain market movements is incorrect, the risk that the
use of such Strategic Transactions could result in losses greater than if they
had not been used. Use of put and call options may result in losses to the Fund,
force the sale or purchase of portfolio securities at inopportune times or for
prices higher than (in the case of put options) or lower than (in the case of
call options) current market values, limit the amount of appreciation the Fund
can realize on its investments or cause the Fund to hold a security it might
otherwise sell. The use of currency transactions can result in the Fund
incurring losses as a result of a number of factors including the imposition of
exchange controls, suspension of settlements, or the inability to deliver or
receive a specified currency. The use of options and futures transactions
entails certain other risks. In particular, the variable degree of correlation
between price movements of futures contracts and price movements in the related
portfolio position of the Fund creates the possibility that losses on the
hedging instrument may be greater than gains in the value of the Fund's
position. In addition, futures and options markets may not be liquid in all
circumstances and certain over-the-counter options may have no markets. As a

9
<PAGE>

Risk factors (cont'd)

result, in certain markets, the Fund might not be able to close out a
transaction without incurring substantial losses, if at all. Although the use of
futures contracts and options transactions for hedging should tend to minimize
the risk of loss due to a decline in the value of the hedged position, at the
same time they tend to limit any potential gain which might result from an
increase in value of such position. Finally, the daily variation margin
requirements for futures contracts would create a greater ongoing potential
financial risk than would purchases of options, where the exposure is limited to
the cost of the initial premium. Losses resulting from the use of Strategic
Transactions would reduce net asset value, and possibly income, and such losses
can be greater than if the Strategic Transactions had not been utilized. The
Strategic Transactions that the Fund may use and some of their risks are
described more fully in the Fund's Statement of Additional Information.

Illiquid or restricted investments. The absence of a trading market can make it
difficult to ascertain a market value for illiquid or restricted investments.
Disposing of illiquid or restricted investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for the
Fund to sell them promptly at an acceptable price.

Investment results

The Fund is designed for long-term investors who can accept international
stock-market risk. The value of the Fund's portfolio securities fluctuates with
market and economic conditions, causing Fund shares to fluctuate in value. In
addition, the Fund's investments are denominated in yen, the value of which
continually changes in relation to the dollar. This varying relationship will
also affect the value of the Fund's shares. Depending on when you sell your
shares, their value may be higher or lower than when you purchased them. In
return for accepting stock-market risk, you may earn a greater return on your
investment than from a money-market or income fund.

The first table on page 11 shows percent change in the Fund's net asset value
per share for the past ten years. The second table on page 11 presents the total
returns earned by an assumed investment of $10,000 in the Fund over the one-,
five- and ten-year periods ended December 31, 1996. The chart and related table
beginning on page 12 show the history of a $10,000 investment in the Fund's
shares made at the initial public offering price in 1962, assuming reinvestment
of capital gains and income distributions.

10
<PAGE>

The tables on this and the following pages present investment results of the
Fund, including the period from January 1, 1986 to August 13, 1987 when it
operated as a closed-end investment company, and are included for informational
purposes only. Investors should note that the investment results of the Fund
when operated as an open-end investment company as described herein may vary
from the results set forth below for the period when the Fund operated as a
closed-end investment company.

<TABLE>
<CAPTION>
ANNUAL CAPITAL CHANGES
----------------------

Net Asset Capital Gains
December 31, Value/Share Dividends Distributions Capital Change
------------ ----------- --------- ------------- --------------
<S> <C> <C> <C> <C>

1986 $20.28 $0.02 $4.67 77.30%

1987 16.97 0.20 9.08 31.86

1988 16.24 0.02 3.88 19.28

1989 14.27 0.08 3.59 11.09

1990 10.76 0.09 1.10 -17.81

1991 10.69 -- 0.41 3.11

1992 8.90 -- -- -16.74

1993 10.33 0.28 0.39 20.47

1994 10.50 -- 0.85 10.03

1995 9.44 -- 0.11 -9.07

1996 8.33 0.08 -- -11.76

</TABLE>

<TABLE>
<CAPTION>
GROWTH OF A $10,000 INVESTMENT
------------------------------

Years Ended Value of Initial Cumulative Average Annual
December 31, 1996 $10,000 Investment Total Return Total Return
- ----------------- ------------------ ------------ ------------
<S> <C> <C> <C>

One Year $ 8,908 -10.92% -10.92%

Five Years 9,175 -8.25 -1.71

Ten Years 14,027 40.27 3.44

</TABLE>

o "Capital Change" measures the return from capital, including reinvestment of
any capital gains distributions, and does not include the reinvestment of
income dividends.

o "Growth of a $10,000 Investment" assumes dividends and capital gains
distributions, if any, were reinvested.

o These results are not intended to indicate future investment performance.

11
<PAGE>

Investment results (cont'd)

THE ORIGINAL DOCUMENT CONTAINS A MOUNTAIN CHART TITLE HERE

MOUNTAIN CHART TITLE:
THE JAPAN FUND, INC.
INVESTMENT PERFORMANCE
History of a $10,000 Investment in Stock Assuming
Reinvestment of Capital Gains and Income Distributions

MOUNTAIN CHART DATA:

MOUNTAIN CHART GRAPHIC OMITTED--COMPLETE DATA ON FOLLOWING PAGE

Key Assumptions

o The data have been adjusted to reflect a three-for-one stock split in April
1970.

o Investment income distributions prior to 1978 are assumed to have been
reinvested at the mean market price on the ex-dividend date. Investment
income distributions subsequent to 1977 and all capital gains distributions
are assumed to have been reinvested at the lower of the mean market price or
net asset value on the ex-dividend date of the respective distribution.

o No adjustments have been made for income taxes.

o The two capital stock rights offerings of the Fund, in July 1963 and May
1975, have been treated as capital gain distributions, the value of which was
determined by reference to the individual right's market value on the date of
issuance. It is assumed that all rights were sold in the open market and the
resultant proceeds were reinvested in the Fund at the mean market price on
the date of the right's issuance without giving effect to transaction costs.

o Initial $10,000 investment was made at initial public offering price.

<PAGE>
(DATA FROM MOUNTAIN CHART ON PRECEDING PAGE:)
<TABLE>
Capital Gains
Net Asset Value Distribution Income Dividends Total
End of Year Initial Investment Reinvested Reinvested Net Asset Value
----------- ------------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C>

4/62* $10,000 $10,000

1962 9,240 $0 $0 9,240

1963 8,016 376 279 8,671

1964 8,033 377 663 9,073

1965 11,328 532 1,605 13,465

1966 12,120 569 2,290 14,979

1967 11,633 1,098 2,707 15,438

1968 16,327 4,339 5,023 25,689

1969 33,912 11,406 11,764 57,082

1970 19,176 9,500 7,754 36,430

1971 24,168 19,769 12,488 56,425

1972 39,744 35,741 22,008 97,493

1973 28,032 31,357 17,749 77,138

1974 22,056 33,149 18,536 73,741

1975 27,048 49,813 27,282 104,143

1976 31,440 65,599 36,419 133,458

1977 27,720 66,110 36,942 130,772

1978 38,976 109,337 62,808 211,121

1979 27,192 90,296 52,187 169,675

1980 30,840 122,689 71,720 225,249

1981 33,024 148,419 89,112 270,555

1982 28,800 153,181 93,661 275,642

1983 33,360 198,646 123,655 355,661

1984 30,240 195,911 123,184 349,335

1985 37,272 274,986 172,921 485,179

1986 48,672 504,968 307,771 861,411

1987** 40,728 689,290 415,714 1,145,732

1988 38,976 831,796 497,276 1,368,048

1989 34,248 933,110 559,731 1,527,089

1990 25,824 769,292 482,128 1,277,244

1991 25,656 794,208 497,135 1,316,999

1992 21,360 661,221 413,891 1,096,472

1993 24,792 797,519 533,365 1,355,676

1994 25,223 879,600 586,882 1,491,705

1995 22,655 799,859 533,958 1,356,472

1996
</TABLE>

During the period from the Fund's initial public offering until August 14,
1987, the market price of the Fund's stock was sometimes above net asset
value and sometimes below; accordingly, the data set forth above should not
be construed as an indication of the record of a shareholder's investment in
the Fund based on market prices. Nor should it be construed as a
representation of the future performance of the Fund's net asset value. In
addition, the data set forth above reflect the considerable enhancement of
the Fund's assets in 1985, 1986 and 1987 resulting from the sharp
appreciation in the value of the yen versus the U.S. dollar.

* Inception of The Japan Fund, Inc.

** The Japan Fund, Inc. converted to an open-end investment company as of
August 14, 1987.

13
<PAGE>

Distribution and performance information

Dividends and capital gain distributions

The Fund intends to distribute dividends from its net investment income and
net realized capital gains after utilization of capital loss carryforwards, if
any, in December to prevent application of a federal excise tax. An additional
distribution may be made within three months of the Fund's fiscal year end, if
necessary. Any dividends or capital gain distributions declared in October,
November or December with a record date in such a month and paid during the
following January will be treated by shareholders for federal income tax
purposes as if received on December 31 of the calendar year declared. According
to your preference, you may receive distributions in cash or have them
reinvested in additional shares of the Fund. If your investment is in the form
of a retirement plan, all dividends and capital gain distributions will be
reinvested in your account.

All dividends from net investment income are taxable to shareholders as
ordinary income. Differences between dividend distributions reported to
shareholders for tax purposes and actual distributions received by shareholders
as either cash or additional shares may reflect the Fund's payment of
withholding taxes imposed by Japan on dividends and interest under the tax
convention between the United States and Japan. Such payments to Japan are
considered distributions to shareholders for tax purposes. Subject to applicable
limitations, such amounts may be claimed as a foreign tax credit by shareholders
or may be deducted by shareholders in computing their federal taxable income.
For further information, please refer to the section "Taxes" in the Fund's
Statement of Additional Information. Long-term capital gain distributions, if
any, are taxable as long-term capital gain regardless of the length of time you
have owned your shares. Distributions of short-term capital gain are taxable as
ordinary income.

The Fund sends you detailed tax information about the amount and type of its
distributions each year.

Performance information

From time to time, quotations of the Fund's performance may be included in
advertisements, sales literature or shareholder reports. All performance figures
are historical, show the performance of a hypothetical investment and are not
intended to indicate future performance. Total return is the change in value of
an investment in the Fund for a specified period. Average annual total return
refers to the average annual compound rate of return of an investment in the
Fund assuming the investment has been held for one year, five years and ten
years, as of a stated ending date. Cumulative total return represents the
cumulative change in value of an investment in the Fund for various periods. All
types of total return calculations assume that all dividends and capital gains
distributions during the period were reinvested in shares of the Fund. Capital
change measures return from capital, including reinvestment of any capital gain
distributions but not reinvestment of dividends. Performance will vary based
upon, among other things, changes in market conditions and expenses.

Fund organization

The Fund, which was incorporated under the laws of the State of Maryland in
1961, is an open-end, diversified management investment company registered under
the Investment Company Act of 1940 (the "1940 Act"). The Fund's activities are
supervised by its Board of Directors. At the time of any election, shareholders
have one vote for each share held. The Fund is not required to and has no
current intention to hold annual shareholder meetings, although special meetings
may be called for purposes such as electing or removing Directors, changing

14
<PAGE>

fundamental policies or approving an investment advisory contract. Shareholders
will be assisted in communicating with other shareholders in connection with
removing a Director as if Section 16(c) of the 1940 Act were applicable. From
the date of the Fund's initial public offering in 1962 until August 14, 1987,
the Fund operated as a closed-end, diversified management investment company.

Investment adviser

In making investment decisions, the Fund retains Scudder, Stevens & Clark,
Inc. to provide management services and investment advice. The Adviser, one of
the nation's most experienced investment management firms, makes investment
decisions and manages the daily business affairs of the Fund in accordance with
the Fund's investment objective and policies and guidelines established by the
Fund's Board of Directors.

The address of Scudder, Stevens & Clark, Inc. is 345 Park Avenue, New York,
New York 10154.

The Adviser received investment advisory and management fees for services
rendered to the Fund which totalled 0.75% of the Fund's average daily net assets
during the fiscal year ended December 31, 1996. The investment advisory and
management fees are graduated so that increases in the Fund's net assets may
result in a lower average fee rate and decreases in a Fund's net assets may
result in a higher average fee rate.

The Fund's expenses are paid out of gross investment income. Shareholders pay
no direct charges or fees for investment services.

Transfer agent, dividend-paying and shareholder service agent

Scudder Service Corporation, P.O. Box 2291, Boston, Massachusetts 02107-2291,
a subsidiary of Scudder, Stevens & Clark, Inc., is the transfer and
dividend-paying agent.

The Japan Fund Service Center, Two International Place, Boston, Massachusetts
02110-4103, is a special division of Scudder Service Corporation. The Japan Fund
Service Center is the shareholder service agent for the Fund and also provides
subaccounting and recordkeeping services for shareholder accounts in certain
retirement and employee benefit plans. For telephone numbers and addresses,
please refer to the section "How to contact The Japan Fund."

Distributor

Scudder Investor Services, Inc., a subsidiary of the Adviser, is the Fund's
principal underwriter. Scudder Investor Services, Inc. confirms, as agent, all
purchases of shares of the Fund.

Custodian and sub-custodian

Brown Brothers Harriman & Co. is the Fund's custodian, and Sumitomo Trust &
Banking Co. (Tokyo Office) is the Fund's sub-custodian.

Purchases and redemptions

Note: All addresses and telephone numbers can be found under "How to contact
The Japan Fund."

Opening an account ($2,500 minimum)

By check

Checks should be made payable to "The Japan Fund, Inc." in the amount of
$2,500 or more (retirement plan minimums are less--see appropriate plan
literature) and mailed with a completed and signed application to "The Japan
Fund Service Center."

By wire

Under most circumstances, it is possible to open an account by wire. Please
call 1-800-53-JAPAN for an account number and further information.

By exchange from a Scudder fund

You can open a new Japan Fund account at no cost by exchanging shares with a
value of $2,500 or more from another fund in the Scudder Family of Funds. Your
new Japan Fund account will have the same registration and address as your
existing account. Please call 1-800-53-JAPAN for information on the transfer of
special account features.

15
<PAGE>

Purchases and redemptions (cont'd)

To exchange by mail or fax, send a letter to "The Scudder Funds" or fax to
1-800-821-6234. Include the name of the Scudder fund from which you are
exchanging, the account name(s) and address, the account number, the dollar
amount or number of shares to be exchanged into your Japan Fund account. Sign
your name(s) exactly as it appears on your account statement. Please also
provide your daytime phone number. The exchange requirements for corporations,
other organizations, trusts, fiduciaries, institutional investors and retirement
plans may differ from those of individual accounts. Please call 1-800-53-JAPAN
for more information.

Making additional investments

Note: Scudder retirement plans have similar or lower minimums for additional
investments.

By check ($100 minimum)

Send a check to "The Japan Fund, Inc." for $100 or more with the tear-off
stub from your Japan Fund account statement or with a letter of instruction
including the Fund name and your account number.

By wire ($100 minimum)

Follow the instructions described under "Opening an account--By wire."

By exchange from a Scudder fund
($100 minimum)

Follow the instructions described under "Opening an account--By exchange from
a Scudder fund."

You can also make exchanges among your Scudder Fund accounts on SAIL, the
Scudder Automated Information Line, if you have requested an authorization to do
so. Call 1-800-53-JAPAN for more details.

Automatic Investment Plan ($50 minimum)

You may arrange to make regular investments through automatic deductions from
your checking account. Please call 1-800-53-JAPAN for more information and an
application.

By telephone order ($2,500 minimum)

Existing shareholders may purchase shares at a certain day's price by calling
The Japan Fund Service Center before the close of the New York Stock Exchange
(the "Exchange") (normally 4 p.m. eastern time) on that day. Orders must be for
$2,500 or more and cannot be for an amount greater than four times the value of
your account at the time the order is placed. A confirmation with complete
purchase information is sent shortly after your order is received. You must
include with your payment the order number given at the time the order is
placed. If payment by check or federal reserve wire is not received within seven
business days, the order will be cancelled and the shareholder will be
responsible for any loss to the Fund resulting from this cancellation. Telephone
orders are not available for shares held in Scudder IRA accounts and most other
Scudder Retirement Plans.

By "AutoBuy"

If you elected "AutoBuy" for your account, you can call toll-free to purchase
shares. The money will be automatically transferred from your predesignated bank
checking account. Your bank must be a member of the Automated Clearing House for
you to use this service. If you did not elect "AutoBuy," call 1-800-53-JAPAN for
more information.

To purchase additional shares, call 1-800-53-JAPAN. Purchases may not be for
more than $250,000. Proceeds in the amount of your purchase will be transferred
from your bank checking account in two or three business days following your
call. For requests received by the close of regular trading on the Exchange,
shares will be purchased at the net asset value per share calculated at the
close of trading on the day of your call. "AutoBuy" requests received after the
close of regular trading on the Exchange will begin their processing and be

16
<PAGE>

purchased at the net asset value calculated the following business day.

If you purchase shares by "AutoBuy" and redeem them within seven days of the
purchase, the Fund may hold the redemption proceeds for a period of up to seven
business days. If you purchase shares and there are insufficient funds in your
bank account, the purchase will be canceled and you will be subject to any
losses or fees incurred in the transaction. "AutoBuy" transactions are not
available for most retirement plan accounts. However, "AutoBuy" transactions are
available for Scudder IRA accounts.

Non-certificated shares

Due to the desire of Fund management to afford ease of redemption, ownership
in the Fund is on a non-certificated basis. If you currently hold certificates
for shares of the Fund (either directly or through your broker) and want to
continue your investment in the Fund, you may do so either by continuing to hold
such certificates or, for your convenience, by surrendering them to the Fund's
transfer agent who will hold them for your account in non-certificated form.
Surrendering your certificates for Japan Fund shares to the Fund's transfer
agent may be convenient for you because in doing so (1) you will be relieved of
safekeeping of the certificates (the transfer agent will do it for you), (2) you
will have the option to avail yourself of the various shareholder services
offered by the Scudder Family of Funds (e.g., exchange from one fund into
another) and (3) you will receive regular reports of your share total, including
additional shares added to your account as a result of the reinvestment of
dividends and capital gains distributions.

Converting your certificated Fund shares into non-certificated form is not a
taxable event, nor does such conversion alter your tax cost of shares or your
ownership interest and rights in the Fund.

If you want additional information on surrendering your certificated shares
and establishing an open account, please write or call The Japan Fund Service
Center.

Selling fund shares (redemptions)

Shares are redeemable at the option of the shareholder at net asset value
next determined after receipt of a redemption request in good order.

IF YOU HOLD CERTIFICATES FOR JAPAN FUND SHARES, YOU MUST SURRENDER SUCH
CERTIFICATES TO THE FUND'S TRANSFER AGENT PRIOR TO REDEMPTION. Call or write The
Japan Fund Service Center for information on redemption of certificated shares.

If you hold Japan Fund shares in non-certificated form, you may redeem your
shares according to the following instructions.

By telephone

This is the quickest and easiest way to sell Japan Fund shares. You may
redeem any amount to your pre-designated bank account, and up to $100,000 to
your address of record. If you elected telephone redemption to your bank on your
application, you can call to request that federal funds be sent to your
authorized bank account. If you did not elect telephone redemption to your bank
on your application, call 1-800-53-JAPAN for more information.

Redemption proceeds will be wired to your bank unless otherwise requested. If
your bank cannot receive federal reserve wires, redemption proceeds will be
mailed to your bank.
There will be a $5 charge for all wire redemptions.

You can also make redemptions from your Japan Fund account on SAIL, the
Scudder Automated Information Line, if you have requested an authorization to do
so. Call 1-800-53-JAPAN for more details.

Telephone redemption is not available for shares held in Scudder IRA accounts
and most other Scudder retirement plan accounts.

17
<PAGE>

Purchases and redemptions (cont'd)

In the event you are unable to reach the Fund by telephone, you should write
to the Fund following the instructions described below under "By mail or fax."

By "AutoSell"

If you elected "AutoSell" for your account, you can call toll-free to redeem
shares. The money will be automatically transferred to your predesignated bank
checking account. Your bank must be a member of the Automated Clearing House for
you to use this service. If you did not elect "AutoSell," call 1-800-53-JAPAN
for more information.

To redeem shares, call 1-800-53-JAPAN. Redemptions must be for at least $250.
Proceeds in the amount of your redemption will be transferred to your bank
checking account in two or three business days following your call. For requests
received by the close of regular trading on the Exchange, shares will be
redeemed at the net asset value per share calculated at the close of trading on
the day of your call. "AutoSell" requests received after the close of regular
trading on the Exchange will begin their processing and be redeemed at the net
asset value calculated the following business day.

"AutoSell" transactions are not available for Scudder IRA accounts and most
other retirement plan accounts.

By mail or fax

To redeem shares by mail or fax, send a letter to "The Japan Fund Service
Center" or fax to 1-800-821-6234 and include the account name(s) and address,
the account number, and the dollar amount or number of shares you wish to
redeem. Sign your name(s) exactly as it appears on your account statement.
Please also provide your daytime phone number.

Signature guarantees

For your protection and to prevent fraudulent redemptions, on written
redemption requests in excess of $100,000 we require an original signature and
an original signature guarantee for each person in whose name the account is
registered. (The Fund reserves the right, however, to require a signature
guarantee for all redemptions.) You can obtain a signature guarantee from most
banks, credit unions or savings associations, or from broker/dealers, municipal
securities broker/dealers, government securities broker/dealers, national
securities exchanges, registered securities associations, or clearing agencies
deemed eligible by the Securities and Exchange Commission. Signature guarantees
by notaries public are not acceptable. Redemption requirements for corporations,
other organizations, trusts, fiduciaries, agents, institutional investors and
retirement plans may be different from those for regular accounts. For more
information call 1-800-53-JAPAN.

Telephone transactions

Shareholders automatically receive the ability to exchange by telephone and
the right to redeem by telephone up to $100,000 to their address of record.
Shareholders also may, by telephone, request that redemption proceeds be wired
to a predesignated bank account. The Fund uses procedures designed to give
reasonable assurance that telephone instructions are genuine, including
recording telephone calls, testing a caller's identity and sending written
confirmation of telephone transactions. If the Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine.

Automatic Withdrawal Plan

If the value of your account is $10,000 or more, you may arrange to receive

18
<PAGE>

automatic periodic cash payments. Please call or write The Japan Fund Service
Center for more information and an application.

Redemption-in-kind

The Fund has filed an election pursuant to Rule 18f-1 under the 1940 Act with
the Securities and Exchange Commission pursuant to which the Fund would be
obligated, in the event its Board of Directors determines to make redemption
payments in portfolio securities, to satisfy redemption requests by any one
shareholder of record during any 90-day period solely in cash up to the lesser
of $250,000 or 1% of the net asset value of the Fund at the beginning of the
period.

Accordingly, in the event the Fund's management makes such a determination,
the Fund may honor any request for redemption or repurchase order by making
payment in readily marketable securities chosen by the Fund and valued as they
are for purposes of computing the Fund's net asset value, subject to the Fund's
obligation to pay cash as described above. The tax consequences to a redeeming
shareholder are the same whether the shareholder receives cash or securities in
payment for his shares.

If redemption payment is made in portfolio securities, the redeeming
shareholder will incur brokerage commissions and Japanese sales taxes in
converting those securities into cash. In addition, the conversion of securities
into cash may expose the shareholder to stock-market risk and currency exchange
risk.

If you receive portfolio securities upon redemption of your Fund shares, you
may request that such securities either (1) be delivered to you or your
designated agent or (2) be liquidated on your behalf and the proceeds of such
liquidation (net of any brokerage commissions and Japanese sales taxes) remitted
to you.

Please write or call The Japan Fund Service Center for further information.

Transaction information

Purchases by check

Checks are invested in full and fractional shares. If you purchase shares
with a check that does not clear, your purchase will be cancelled and you will
be subject to any losses or fees incurred in the transaction. Checks must be
drawn on or payable through a U.S. bank. If you purchase shares by check and
redeem them within seven business days of purchase, the Fund may hold redemption
proceeds until the purchase check has cleared which may take up to seven
business days or more. If you purchase shares by federal funds wire, you may
avoid this delay. Redemption requests by telephone prior to the expiration of
the seven-day period will not be accepted.

Share price

Purchases and redemptions, including exchanges, are made at net asset value.
The Fund's custodian, Brown Brothers Harriman & Co., determines net asset value
per share as of the close of regular trading on the Exchange, normally 4 p.m.
eastern time, on each day the Exchange is open for trading. Net asset value per
share is calculated by dividing the market value of total Fund assets, less all
liabilities, by the total number of shares outstanding.

Market value of Fund assets is determined using the last reported sale price
on the stock exchange on which the trading volume for Fund assets is highest or,
if such price is not available or is deemed out-of-date by the Board of
Directors, using the best information available to the Fund's custodian. Where
quotes on Fund assets are unavailable, such assets will be valued at their fair
value in good faith in accordance with procedures established by the Board of
Directors. In addition, money market investments with a remaining maturity of
less than 60 days will be valued by the amortized cost method.

19
<PAGE>

Transaction information (cont'd)

The net asset value of the Fund is quoted daily in the financial pages of
leading newspapers under the heading "Japan Fund."

Processing time

All purchase and redemption requests received in good order by the Fund's
transfer agent by the close of regular trading on the Exchange are executed at
the net asset value per share calculated at the close of regular trading that
day.

Purchase and redemption requests received after the close of regular trading
on the Exchange will be executed the following business day.

If you wish to make a purchase of $500,000 or more, you should notify The
Japan Fund Service Center by calling 1-800-53-JAPAN.

The Fund will normally send your redemption proceeds within one business day
following the redemption request, but may take up to seven days (or longer in
the case of shares recently purchased by check).

Short-term trading

Purchases and sales should be made for long-term investment purposes only.
The Fund and Scudder Investor Services, Inc. each reserves the right to restrict
purchases of Fund shares (including exchanges) when a pattern of frequent
purchases and sales made in response to short-term fluctuations in the Fund's
share price appears evident.

Tax information

It is the Fund's intent to comply with provisions of the Internal Revenue
Code applicable to regulated investment companies. Accordingly, the Fund intends
to distribute to shareholders substantially all of its taxable income less
earnings and profits (as defined for U.S. tax purposes) attributed to shares
redeemed. Under the United States-Japan tax treaty, Japan imposes a withholding
tax of 15% of dividends and 10% on interest.

A redemption of shares, including an exchange into a Scudder fund, is a sale
of shares and may result in a gain or loss for income tax purposes.

Tax identification number

Be sure to complete the Tax Identification Number section of the Fund's
application when you open an account. Federal tax law requires the Fund to
withhold 31% of taxable dividends, capital gain distributions and redemption and
exchange proceeds from accounts (other than those of certain exempt payees)
without a certified Social Security or tax identification number and certain
other certified information or upon notification from the IRS or a broker that
withholding is required. The Fund reserves the right to reject new account
applications without a certified Social Security or tax identification number.
The Fund also reserves the right, following 30 days' notice to shareholders, to
redeem all shares in accounts without a certified Social Security or tax
identification number. A shareholder may avoid involuntary redemption by
providing the Fund with a tax identification number during the 30-day notice
period.

Minimum balances

Shareholders should maintain a share balance worth at least $2,500. Scudder
retirement plans have similar or lower minimum share balance requirements. A
shareholder may open an account with at least $1,000, if an automatic investment
plan of $100/month is established. The Fund reserves the right, following 60
days' written notice to shareholders, to redeem all shares in sub-minimum
accounts, including accounts of new investors, where a reduction in value has
occurred due to a redemption or exchange out of the account. Reductions in value
that result solely from market activity will not trigger an involuntary
redemption. The Fund will mail the proceeds of the redeemed account to the
shareholder.

20
<PAGE>

The shareholder may restore the share balance to $2,500 or more during the
60-day notice period and must maintain it at no lower than that minimum to avoid
involuntary redemption.

Shareholder services

Fund statements

You receive a detailed account statement every time you purchase or redeem
shares. All of your statements should be retained to help you keep track of
account activity and the cost of shares for tax purposes.

Shareholder reports

In addition to account statements, you receive periodic shareholder reports
highlighting relevant information, including investment results and a review of
portfolio changes.

To reduce the volume of mail you receive, only one copy of most Fund reports,
such as the Fund's Annual Report, may be mailed to your household (same surname,
same address). Please contact The Japan Fund Service Center at 1-800-53-JAPAN if
you wish to receive additional shareholder reports.

Shareholder inquiries

Knowledgeable Japan Fund Service Specialists are committed to providing you
with ongoing, responsive service. They will answer questions about the Fund's
objective and investment characteristics.

Investment flexibility

If you join the Scudder Family of Funds, you can exchange your Japan Fund
shares for shares of any of the Scudder funds and likewise exchange shares of
any of the Scudder funds for shares of The Japan Fund, Inc. any time at net
asset value by telephone or letter, free of charge. The money market, income,
growth, tax-free, and growth and income funds in the Scudder Family of Funds
have different investment objectives to meet varying goals. Maintaining accounts
in more than one fund in the Scudder Family of Funds enables you to design an
investment program for your particular needs. Telephone redemption and telephone
exchange are subject to termination and their terms are subject to change at any
time by the Fund or the transfer agent.

Experienced professional management

Your investment in the Fund is actively managed under the guidelines
established by the Fund's Board of Directors. Professional management is an
important advantage for investors who do not have the time or expertise to
invest directly in individual securities.

A team approach to investing

The Japan Fund, Inc. is managed by a team of Scudder investment
professionals, who each play an important role in the Fund's management process.
Team members work together to develop investment strategies and select
securities for the Fund's portfolio. They are supported by Scudder's large staff
of economists, research analysts, traders and other investment specialists who
work in Scudder's offices across the United States and abroad. Scudder believes
its team approach benefits Fund investors by bringing together many disciplines
and leveraging Scudder's extensive resources.

Lead Portfolio Manager Seung Kwak has had responsibility for the Fund's
investment strategy and daily operations since 1994 and has been a member of the
portfolio management team since 1989. Mr. Kwak has directed our Tokyo-based
research effort since he joined Scudder in 1988. Elizabeth J. Allan, Portfolio
Manager, helps set the Fund's general investment strategies, and was responsible
for the Fund's investment strategy and daily operations from 1991 to 1994. Ms.
Allan has contributed her expertise to the management of the portfolio since she
joined Scudder in 1987 and has numerous years of Pacific Basin research and
investing experience.

21
<PAGE>

Shareholder services (cont'd)

SAIL(TM)--Scudder Automated
Information Line

For personalized account information, including fund prices, yields and
account balances, to perform transactions in existing Scudder fund accounts, or
to obtain information on any Scudder fund, shareholders can call Scudder's
Automated Information Line (SAIL) at 1-800-343-2890, 24 hours a day. During
periods of extreme economic or market changes, or other conditions, it may be
difficult for you to effect telephone transactions in your account. In such an
event you should write to the Fund; please see "How to contact The Japan Fund"
for the address.

Low minimum investment

The minimum initial investment for the Fund and for any of the Scudder funds
is $2,500. Scudder retirement plans have similar or lower minimum initial
investment requirements. You may add $100 or more to your account at any time.

Dividend reinvestment plan

You may have dividends and distributions automatically reinvested in
additional Fund shares. Please call 1-800-53-JAPAN to request this feature.

Tax-advantaged retirement plans

The Japan Fund, Inc. may be a good choice to help you meet your retirement
goals. Scudder Investor Services, Inc., underwriter of The Japan Fund, Inc.,
offers a variety of tax-advantaged retirement plans for individuals, businesses
and non-profit organizations. These flexible plans are designed for use with the
Scudder funds (except Scudder tax-free funds, which are inappropriate for such
plans) as pure no-load(TM) investment options to meet a broad range of
investment objectives. Using Scudder's retirement plans can help shareholders
save on current taxes while building their retirement savings.

Scudder No-Fee IRAs. These retirement plans allow a maximum annual
contribution of $2,000 per person for anyone with earned income (up to $2,000
per individual for married couples if only one spouse has earned income).
Many people can deduct all or part of their contributions from their taxable
income, and all investment earnings accrue on a tax deferred basis. The
Scudder No-Fee IRA charges no annual custodial fee.

401(k) Plans. 401(k) plans allow employers and employees to make
tax-deductible retirement contributions. Scudder offers a full service
program that includes recordkeeping, prototype plan, employee communications,
and trustee services, as well as investment options.

Profit Sharing and Money Purchase Pension Plans. These plans allow
corporations, partnerships and people who are self-employed to make annual,
tax-deductible contributions of up to $30,000 for each person covered by the
plans. Plans may be adopted individually, or paired to maximize
contributions. These are sometimes known as Keogh plans.

403(b) Plans. Retirement Plans for tax-exempt organizations and school
systems to which employers and employees may both contribute.

SEP-IRAs. Easily administered retirement plans for small businesses and
self-employed individuals. The maximum annual contribution to SEP-IRA
accounts is adjusted each year for inflation.

Scudder Horizon Plan. A no-load variable annuity that lets you build assets
by deferring taxes on your investment earnings. You can start with $2,500 or
more.

Scudder Trust Company (an affiliate of the Adviser) is Trustee or Custodian
for some of these plans and is paid an annual fee for some of the above
retirement plans. For information about establishing a Scudder No-Fee IRA,
SEP-IRA, Profit Sharing Plan, Money Purchase Pension Plan or a Scudder Horizon

22
<PAGE>

Plan, please call 1-800-225-2470. For information about 401(k)s or 403(b)s,
please call 1-800-323-6105. To effect transactions in existing IRA, SEP-IRA,
Profit Sharing or Pension Plan accounts, call 1-800-225-5163.

The variable annuity contract is provided by Charter National Life Insurance
Company (in New York State, Intramerica Life Insurance Company [S 1802]). The
contract is offered by Scudder Insurance Agency, Inc. (in New York State, Nevada
and Montana, Scudder Insurance Agency of New York, Inc.). CNL, Inc. is the
Principal Underwriter. Scudder Horizon Plan is not available in all states.

The Scudder Family of Funds

As a Japan Fund shareholder, you can receive information on the Scudder
Family of Funds if you wish to do so. This service is available wholly at the
option of the Japan Fund shareholder. The Scudder Family of Funds offers many
conveniences and services: free telephone exchanges and redemptions at any time
at net asset value, Scudder Funds Centers across the U.S., maintained by Scudder
Investor Services, Inc., for those shareholders who like to conduct business in
person and the Scudder Funds newsletter which reports periodically on the stock
and bond markets, and new Scudder investment products.

If you are interested, please contact a specialist at The Japan Fund Service
Center by calling 1-800-53-JAPAN.

23
<PAGE>

How to contact The Japan Fund

For investment information or questions about your account:

The Japan Fund Service Center
P.O. Box 2291
Boston, MA 02107-2291

1-800-53-JAPAN

(8 a.m.- 8 p.m. eastern time)

Before you phone, please be sure to have your account and Social Security
numbers in hand. Use the above address or phone number to ask about The Japan
Fund's investment characteristics or objective, operating procedures, to request
additional or interim account statements, or to get forms for privileges,
options, or services.

For making a transaction in an account:

The Japan Fund Service Center
P.O. Box 2291
Boston, MA 02107-2291

1-800-53-JAPAN

(8 a.m.- 8 p.m. eastern time)

Use this phone number for telephone exchange or redemption. Before you phone,
please be sure to have your account and Social Security numbers in hand. Use
this address for checks, redemptions, exchange or transfer requests, or account
maintenance instructions such as a change in address, reinvestment option, bank
account or Social Security number.
For account updates and price information:

If you would like an account update or current price information for The Japan
Fund, please call our 24-hour tape recording:

1-800-343-2890 #81 (SAIL Code)

For investment information on any of the funds in the Scudder Family of Funds:

If you have questions about the investment characteristics or objectives of
any of the funds in the Scudder Family of Funds, please call or write:

Scudder Investor Relations
Two International Place
Boston, MA 02110-4103

1-800-225-2470

(8 a.m.- 8 p.m. eastern time)

Directors and officers

Henry Rosovsky, Chairman of the Board
and Director

Lynn Birdsong, President

William L. Givens, Director

William H. Gleysteen, Jr., Director

John F. Loughran, Director

Yoshihiko Miyauchi, Director

William V. Rapp, Director

O. Robert Theurkauf, Director

Shoji Umemura, Director

Hiroshi Yamanaka, Director

Elizabeth J. Allan, Vice President

William E. Holzer, Vice President

Thomas W. Joseph, Vice President

Seung K. Kwak, Vice President

Edward J. O'Connell, Vice President

Miyuki Wakatsuki, Vice President

Gina Provenzano, Vice President and Treasurer

Kathryn L. Quirk, Vice President and Secretary

Thomas F. McDonough, Assistant Secretary

Pamela A. McGrath, Assistant Treasurer

Honorary Directors

Tristan E. Beplat

Allan Comrie

Jonathan Mason

James W. Morley

Robert G. Stone, Jr.

<PAGE>

THE JAPAN FUND, INC.

A Pure No-Load(TM) (No Sales Charges) Mutual
Fund Which Seeks Long-Term Capital
Appreciation By Investing Primarily in
Equity Securities of Japanese
Companies

- --------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION

May 1, 1997

- --------------------------------------------------------------------------------

This Statement of Additional Information is not a prospectus and should
be read in conjunction with the prospectus of The Japan Fund, Inc. dated May 1,
1997, as amended from time to time, a copy of which may be obtained without
charge by writing to Scudder Investor Services, Inc., Two International Place,
Boston, MA 02110-4103 care of The Japan Fund Service Center.

TABLE OF CONTENTS
Page

<S> <C>
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS.......................................................................1
Investment Objective and Policies............................................................................1
Specialized Investment Techniques............................................................................2
Investment Restrictions.....................................................................................11
Other Investment Policies...................................................................................11

JAPAN AND THE JAPANESE ECONOMY*......................................................................................13
Economic Trends.............................................................................................14
Industrial Production.......................................................................................15
Energy......................................................................................................16
Labor.......................................................................................................17
Prices......................................................................................................17
Balance of Payments.........................................................................................18
Foreign Trade...............................................................................................18

SECURITIES MARKETS IN JAPAN..........................................................................................21

PURCHASES AND EXCHANGES..............................................................................................24
Additional Information About Opening An Account.............................................................24
Additional Information About Making Subsequent Investments..................................................24
Additional Information About Making Subsequent Investments by AutoBuy.......................................24
Checks......................................................................................................25
Wire Transfer of Federal Funds..............................................................................25
Share Price.................................................................................................25
Share Certificates..........................................................................................25
Other Information...........................................................................................25
Exchanges...................................................................................................26

REDEMPTIONS..........................................................................................................27
Redemption by Telephone.....................................................................................27
Redemption by AutoSell......................................................................................27
Redemption by Mail or Fax...................................................................................28
Redemption-in-Kind..........................................................................................28
Other Information...........................................................................................29

FEATURES AND SERVICES OFFERED BY THE FUND............................................................................29
The Pure No-Load(TM) Concept................................................................................29
Dividends and Capital Gains Distributions Options...........................................................30
Diversification.............................................................................................31
Scudder Funds Centers.......................................................................................31
Reports to Shareholders.....................................................................................31

THE SCUDDER FAMILY OF FUNDS..........................................................................................31

SPECIAL PLAN ACCOUNTS................................................................................................35
Scudder Retirement Plans: Profit-Sharing and Money Purchase Pension Plans for Corporations and
Self-Employed Individuals..............................................................................35
Scudder 401(k): Cash or Deferred Profit-Sharing Plan for Corporations and Self-Employed Individuals.........36
Scudder IRA: Individual Retirement Account.................................................................36
Scudder 403(b) Plan.........................................................................................37
Automatic Withdrawal Plan...................................................................................37
Group or Salary Deduction Plan..............................................................................37
Automatic Investment Plan...................................................................................38
Uniform Transfers/Gifts to Minors Act.......................................................................38

i
<PAGE>

TABLE OF CONTENTS (continued)

Page

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS............................................................................38

PERFORMANCE AND OTHER INFORMATION....................................................................................38
Comparison of Fund Performance..............................................................................40

FUND ORGANIZATION....................................................................................................44

INVESTMENT ADVISORY ARRANGEMENTS.....................................................................................45
Personal Investments by Employees of the Adviser............................................................47

DIRECTORS AND OFFICERS...............................................................................................47

REMUNERATION.........................................................................................................49

DISTRIBUTOR..........................................................................................................50

TAXES................................................................................................................51
United States Federal Income Taxation.......................................................................51
Japanese Taxation...........................................................................................55

BROKERAGE AND PORTFOLIO TURNOVER.....................................................................................55

NET ASSET VALUE......................................................................................................56

ADDITIONAL INFORMATION...............................................................................................57
Experts.....................................................................................................57
Public Official Documents...................................................................................57
Other Information...........................................................................................57

FINANCIAL STATEMENTS.................................................................................................57

</TABLE>
ii

<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS

(See "Investment Objective and Policies" in the Fund's prospectus.)

Investment Objective and Policies

The Japan Fund, Inc. (the "Fund"), is a pure no-load(TM), diversified,
open-end management investment company which continually offers and redeems its
shares. It is a company of the type commonly known as a mutual fund.

The Fund's investment objective is long-term capital appreciation,
which it seeks to achieve by investing primarily in equity securities (including
American Depositary Receipts) of Japanese companies, as described below.

The Fund deems its investment objective a matter of fundamental policy
and elects to treat it as such pursuant to Sections 8(b)(3) and 13(a)(3) of the
Investment Company Act of 1940 (the "1940 Act").

Under normal conditions, the Fund will invest at least 80% of its
assets in Japanese securities, that is, securities issued by entities that are
organized under the laws of Japan ("Japanese companies"), securities of
affiliates of Japanese companies, wherever organized or traded, and securities
of issuers not organized under the laws of Japan but deriving 50% or more of
their revenues from Japan. In so doing, the Fund's investment in Japanese
securities will be primarily in common stocks of Japanese companies. However,
the Fund may also invest in other equity securities issued by Japanese entities,
such as warrants and convertible debentures, and in debt securities (Japanese
government debt securities and debt securities of Japanese companies) when the
Fund's investment adviser, Scudder, Stevens & Clark, Inc. (the "Adviser"),
believes that the potential for capital appreciation from investment in debt
securities equals or exceeds that available from investment in equity
securities.

The Fund may invest up to 20% of its assets in cash or in short-term
government or other short-term prime obligations in order to have funds readily
available for general corporate purposes, including the payment of operating
expenses, dividends and redemptions, or the investment in securities through
exercise of rights or otherwise, or in repurchase agreements in order to earn
income for periods as short as overnight. Where the Fund's management determines
that market or economic conditions so warrant, the Fund may, for temporary
defensive purposes, invest more than 20% of its assets in cash or such
securities. For instance, there may be periods when changes in market or other
economic conditions, or in political conditions, will make advisable a reduction
in equity positions and increased commitments in cash or corporate debt
securities, whether or not Japanese, or in the obligations of the Government of
the United States or of Japan or of other governments.

The Fund purchases and holds securities which the Adviser believes to
have potential for long-term capital appreciation; investment income is a
secondary consideration in the selection of portfolio securities. It is not the
policy of the Fund to trade in securities or to realize gain solely for the
purpose of making a distribution to its shareholders.

It is not the policy of the Fund to make investments which involve
promotion or business management or which would subject the Fund to unlimited
liability or for the purpose of exercising control over management.

The Fund may also invest up to 30% of its net assets in equity
securities of Japanese companies which are traded in an over-the-counter market.
These are generally securities of relatively small or little-known companies
that the Fund's investment adviser believes have above-average earnings growth
potential. Securities that are traded over-the-counter may not be traded in the
volumes typical on a national securities exchange. Consequently, in order to
sell this type of holding, the Fund may need to discount the securities from
recent prices or dispose of the securities over a long period of time. The
prices of this type of security may be more volatile than those of larger
companies which are often traded on a national securities exchange.

The Fund may make contracts, incur liabilities and borrow money, and
issue bonds, notes and obligations, as permitted by the laws of Maryland, by the
1940 Act and by the Fund's Articles of Incorporation.

It is the Fund's policy not to underwrite the sale of, or participate
in any underwriting or selling group in connection with the public distribution
of, any securities; provided, however, that this policy shall not be construed
to prevent or limit in any manner the Fund's right to purchase securities for
<PAGE>

its investment portfolio, whether or not such purchase might be deemed to make
the Fund an underwriter or a participant in any such underwriting or selling
group.

It is the policy of the Fund not to engage in the purchase and sale of
real estate, other than real estate deemed by the Board of Directors to be
necessary and convenient for the operation of the Fund's affairs; provided,
however, that this policy shall not be construed to prevent or limit in any
manner the Fund's right to purchase, acquire and invest in securities of real
estate companies or other companies owning or investing in real estate.

It is the Fund's policy not to make loans, other than by way of making
investments in corporate debt securities or government obligations or commercial
paper as described above.

Specialized Investment Techniques

Foreign Currencies. Because investments in foreign securities usually
will involve currencies of foreign countries, and because the Fund may hold
foreign currencies and forward contracts, futures contracts and options on
futures contracts on foreign currencies, the value of the assets of the Fund as
measured in U.S. dollars may be affected favorably or unfavorably by changes in
foreign currency exchange rates and exchange control regulations, and the Fund
may incur costs in connection with conversions between various currencies.
Although the Fund values its assets daily in terms of U.S. dollars, it does not
intend to convert its holdings of foreign currencies into U.S. dollars on a
daily basis. It will do so from time to time, and investors should be aware of
the costs of currency conversion. Although foreign exchange dealers do not
charge a fee for conversion, they do realize a profit based on the difference
(the "spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at
one rate, while offering a lesser rate of exchange should the Fund desire to
resell that currency to the dealer. The Fund will conduct its foreign currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market, or through entering into
forward or futures contracts to purchase or sell foreign currencies.

Depositary Receipts. The Fund may invest indirectly in securities of
emerging country issuers through sponsored or unsponsored American Depositary
Receipts ("ADRs"), Global Depositary Receipts ("GDRs"), International Depositary
Receipts ("IDRs") and other types of Depositary Receipts (which, together with
ADRs, GDRs and IDRs are hereinafter referred to as "Depositary Receipts").
Depositary Receipts may not necessarily be denominated in the same currency as
the underlying securities into which they may be converted. In addition, the
issuers of the stock of unsponsored Depositary Receipts are not obligated to
disclose material information in the United States and, therefore, there may not
be a correlation between such information and the market value of the Depositary
Receipts. ADRs are Depositary Receipts typically issued by a United States bank
or trust company which evidence ownership of underlying securities issued by a
foreign corporation. GDRs, IDRs and other types of Depositary Receipts are
typically issued by foreign banks or trust companies, although they also may be
issued by United States banks or trust companies, and evidence ownership of
underlying securities issued by either a foreign or a United States corporation.
Generally, Depositary Receipts in registered form are designed for use in the
United States securities markets and Depositary Receipts in bearer form are
designed for use in securities markets outside the United States. For purposes
of the Fund's investment policies, the Fund's investments in ADRs, GDRs and
other types of Depositary Receipts will be deemed to be investments in the
underlying securities. Depositary Receipts other than those denominated in U.S.
dollars will be subject to foreign currency exchange rate risk. Certain
Depositary Receipts may not be listed on an exchange and therefore may be
illiquid securities.

Debt Securities. When the Adviser believes that it is appropriate to do
so in order to achieve the Fund's objective of long-term capital growth, the
Fund may invest up to 20% of its total assets in debt securities of both foreign
and domestic issuers. Portfolio debt investments will be selected for their
capital appreciation potential on the basis of, among other things, yield,
credit quality, and the fundamental outlooks for currency and interest rate
trends, taking into account the ability to hedge a degree of currency or local
bond price risk. The Fund may purchase bonds, rated Aaa, Aa, A or Baa by Moody's
Investors Service, Inc. ("Moody's") or AAA, AA, A or BBB by Standard & Poor's
("S&P") or, if unrated, judged to be of equivalent quality as determined by the
Adviser. Should the rating of a portfolio security be downgraded, the Adviser
will determine whether it is in the best interest of the Fund to retain or
dispose of such security. See the Appendix to this Statement of Additional
Information for a more complete description of the ratings assigned by ratings
organizations and their respective characteristics.

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Convertible Securities. The Fund may invest in convertible securities
which are bonds, notes, debentures, preferred stocks, and other securities which
are convertible into common stocks. Investments in convertible securities can
provide income through interest and dividend payments and/or an opportunity for
capital appreciation by virtue of their conversion or exchange features.

The convertible securities in which the Fund may invest may be
converted or exchanged at a stated or determinable exchange ratio into
underlying shares of common stock. The exchange ratio for any particular
convertible security may be adjusted from time to time due to stock splits,
dividends, spin-offs, other corporate distributions, or scheduled changes in the
exchange ratio. Convertible debt securities and convertible preferred stocks,
until converted, have general characteristics similar to both debt and equity
securities. Although to a lesser extent than with debt securities generally, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. In
addition, because of the conversion or exchange feature, the market value of
convertible securities typically changes as the market value of the underlying
common stocks changes, and, therefore, also tends to follow movements in the
general market for equity securities. A unique feature of convertible securities
is that as the market price of the underlying common stock declines, convertible
securities tend to trade increasingly on a yield basis and so may not experience
market value declines to the same extent as the underlying common stock. When
the market price of the underlying common stock increases, the prices of the
convertible securities tend to rise as a reflection of the value of the
underlying common stock, although typically not as much as the underlying common
stock. While no securities investments are without risk, investments in
convertible securities generally entail less risk than investments in common
stock of the same issuer.

As fixed income securities, convertible securities are investments
which provide for a stream of income (or in the case of zero coupon securities,
accretion of income) with generally higher yields than common stocks. Of course,
like all fixed income securities, there can be no assurance of income or
principal payments because the issuers of the convertible securities may default
on their obligations. Convertible securities generally offer lower yields than
non-convertible securities of similar quality because of their conversion or
exchange features.

Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock, of the
same issuer. However, because of the subordination feature, convertible bonds
and convertible preferred stock typically have lower ratings than similar
non-convertible securities.

Convertible securities may be issued as fixed income obligations that
pay current income or as zero coupon notes and bonds, including Liquid Yield
Option Notes (LYONs). Zero coupon securities pay no cash income and are sold at
substantial discounts from their value at maturity. When held to maturity, their
entire income, which consists of accretion of discount, comes from the
difference between the purchase price and their value at maturity. Zero coupon
convertible securities offer the opportunity for capital appreciation as
increases (or decreases) in market value of such securities closely follow the
movements in the market value of the underlying common stock. Zero coupon
convertible securities generally are expected to be less volatile than the
underlying common stocks as they usually are issued with shorter maturities (15
years or less) and are issued with options and/or redemption features
exercisable by the holder of the obligation entitling the holder to redeem the
obligation and receive a defined cash payment.

Repurchase Agreements. The Fund may enter into repurchase agreements with member
banks of the Federal Reserve System and any foreign bank or any domestic or
foreign broker-dealer which is recognized as a reporting government securities
dealer if the creditworthiness of the bank or broker-dealer has been determined
by the Fund's management to be at least equal to that of issuers of commercial
paper rated within the two highest grades assigned by Moody's or S&P or at least
as high as that of other obligations the Fund may purchase.

A repurchase agreement, which provides a means for the Fund to earn
income on funds for periods as short as overnight, is an arrangement under which
the purchaser (i.e., the Fund) acquires a U.S. Government security ("Government
Obligation") and the seller agrees, at the time of sale, to repurchase the
Government Obligation at a specified time and price. The repurchase price may be
higher than the purchase price, the difference being income to the Fund, or the
purchase price and repurchase prices may be the same with interest owed to the
Fund at a stated rate together with the repurchase price on repurchase. In
either case, the income to the Fund is unrelated to the Government Obligation
subject to the repurchase agreement.

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<PAGE>

For purposes of the 1940 Act, a repurchase agreement is deemed to be a
loan from the Fund to the seller of the Government Obligation subject to the
repurchase agreement. It is not clear whether a court would consider the
Government Obligation purchased by the Fund subject to a repurchase agreement as
being owned by the Fund or as being collateral for a loan by the Fund to the
seller. In the event of the commencement of bankruptcy or insolvency proceedings
with respect to the seller of the Government Obligation before repurchase of the
Government Obligation under a repurchase agreement, the Fund may encounter delay
and incur costs before being able to sell the security. Delays may involve loss
of interest or decline in price of the Government Obligation. If the court
characterizes the transaction as a loan and the Fund has not perfected a
security interest in the Government Obligation, the Fund may be required to
return the Government Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, the Fund would be at
the risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt instrument purchased for the Fund, the
Fund's management seeks to minimize the risk of loss through repurchase
agreements by analyzing the creditworthiness of the obligor, in this case the
seller of the Government Obligation.

Apart from the risk of bankruptcy or insolvency proceedings, there is
also the risk that the seller may fail to repurchase the security. However, if
the market value of the Government Obligation subject to the repurchase
agreement becomes less than the repurchase price (including interest), the Fund
will direct the seller of the Government Obligation to deliver additional
securities so that the market value of all securities subject to the repurchase
agreement will equal or exceed the repurchase price.

A repurchase agreement with foreign banks may be available with respect
to government securities of the particular foreign jurisdiction, and such
repurchase agreements involve risks similar to repurchase agreements with U.S.
entities.

Investments in Other Investment Companies. The Fund may invest in securities of
closed-end investment companies. To the extent that the Fund does so invest, it
will, by virtue of its investment therein, pay a pro rata portion of any
investment advisory fees payable to the advisers of such closed-end investment
companies. An investment by the Fund in any such closed-end investment company
would thereby result in Fund shareholders indirectly paying an advisory fee in
addition to that payable to the Fund's adviser.

Strategic Transactions and Derivatives. The Fund may, but is not required to,
utilize various other investment strategies as described below to hedge various
market risks (such as interest rates, currency exchange rates, and broad or
specific equity or fixed-income market movements), to manage the effective
maturity or duration of the fixed-income securities in the Fund's portfolio, or
to enhance potential gain. These strategies may be executed through the use of
derivative contracts. Such strategies are generally accepted as a part of modern
portfolio management and are regularly utilized by many mutual funds and other
institutional investors. Techniques and instruments may change over time as new
instruments and strategies are developed or regulatory changes occur.

In the course of pursuing these investment strategies, the Fund may
purchase and sell exchange-listed and over-the-counter put and call options on
securities, equity and fixed-income indices and other financial instruments,
purchase and sell financial futures contracts and options thereon, enter into
various interest rate transactions such as swaps, caps, floors or collars, and
enter into various currency transactions such as currency forward contracts,
currency futures contracts, currency swaps or options on currencies or currency
futures (collectively, all the above are called "Strategic Transactions").
Strategic Transactions may be used without limit to attempt to protect against
possible changes in the market value of securities held in or to be purchased
for the Fund's portfolio resulting from securities markets or currency exchange
rate fluctuations, to protect the Fund's unrealized gains in the value of its
portfolio securities, to facilitate the sale of such securities for investment
purposes, to manage the effective maturity or duration of the fixed-income
securities in the Fund's portfolio, or to establish a position in the
derivatives markets as a temporary substitute for purchasing or selling
particular securities. Some Strategic Transactions may also be used to enhance
potential gain although no more than 5% of the Fund's assets will be committed
to Strategic Transactions entered into for non-hedging purposes. Any or all of
these investment techniques may be used at any time and in any combination, and
there is no particular strategy that dictates the use of one technique rather
than another, as use of any Strategic Transaction is a function of numerous
variables including market conditions. The ability of the Fund to utilize these
Strategic Transactions successfully will depend on the Adviser's ability to
predict pertinent market movements, which cannot be assured. The Fund will
comply with applicable regulatory requirements when implementing these
strategies, techniques and instruments. Strategic Transactions involving

4
<PAGE>

financial futures and options thereon will be purchased, sold or entered into
only for bona fide hedging, risk management or portfolio management purposes and
not for speculative purposes.

Strategic Transactions, including derivative contracts, have risks
associated with them including possible default by the other party to the
transaction, illiquidity and, to the extent the Adviser's view as to certain
market movements is incorrect, the risk that the use of such Strategic
Transactions could result in losses greater than if they had not been used. Use
of put and call options may result in losses to the Fund, force the sale or
purchase of portfolio securities at inopportune times or for prices higher than
(in the case of put options) or lower than (in the case of call options) current
market values, limit the amount of appreciation the Fund can realize on its
investments or cause the Fund to hold a security it might otherwise sell. The
use of currency transactions can result in the Fund incurring losses as a result
of a number of factors including the imposition of exchange controls, suspension
of settlements, or the inability to deliver or receive a specified currency. The
use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of the
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of the Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets,
the Fund might not be able to close out a transaction without incurring
substantial losses, if at all. Although the use of futures and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized.

General Characteristics of Options. Put options and call options typically have
similar structural characteristics and operational mechanics regardless of the
underlying instrument on which they are purchased or sold. Thus, the following
general discussion relates to each of the particular types of options discussed
in greater detail below. In addition, many Strategic Transactions involving
options require segregation of Fund assets in special accounts, as described
below under "Use of Segregated and Other Special Accounts."

A put option gives the purchaser of the option, upon payment of a
premium, the right to sell, and the writer the obligation to buy, the underlying
security, commodity, index, currency or other instrument at the exercise price.
For instance, the Fund's purchase of a put option on a security might be
designed to protect its holdings in the underlying instrument (or, in some
cases, a similar instrument) against a substantial decline in the market value
by giving the Fund the right to sell such instrument at the option exercise
price. A call option, upon payment of a premium, gives the purchaser of the
option the right to buy, and the seller the obligation to sell, the underlying
instrument at the exercise price. The Fund's purchase of a call option on a
security, financial future, index, currency or other instrument might be
intended to protect the Fund against an increase in the price of the underlying
instrument that it intends to purchase in the future by fixing the price at
which it may purchase such instrument. An American style put or call option may
be exercised at any time during the option period while a European style put or
call option may be exercised only upon expiration or during a fixed period prior
thereto. The Fund is authorized to purchase and sell exchange listed options and
over-the-counter options ("OTC options"). Exchange listed options are issued by
a regulated intermediary such as the Options Clearing Corporation ("OCC"), which
guarantees the performance of the obligations of the parties to such options.
The discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.

With certain exceptions, OCC issued and exchange listed options
generally settle by physical delivery of the underlying security or currency,
although in the future cash settlement may become available. Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is "in-the-money" (i.e., where the value of the underlying instrument
exceeds, in the case of a call option, or is less than, in the case of a put
option, the exercise price of the option) at the time the option is exercised.
Frequently, rather than taking or making delivery of the underlying instrument
through the process of exercising the option, listed options are closed by
entering into offsetting purchase or sale transactions that do not result in
ownership of the new option.

5
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The Fund's ability to close out its position as a purchaser or seller
of an OCC or exchange listed put or call option is dependent, in part, upon the
liquidity of the option market. Among the possible reasons for the absence of a
liquid option market on an exchange are: (i) insufficient trading interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities including
reaching daily price limits; (iv) interruption of the normal operations of the
OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to
handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.

The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.

OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. The
Fund will only sell OTC options (other than OTC currency options) that are
subject to a buy-back provision permitting the Fund to require the Counterparty
to sell the option back to the Fund at a formula price within seven days. The
Fund expects generally to enter into OTC options that have cash settlement
provisions, although it is not required to do so.

Unless the parties provide for it, there is no central clearing or
guaranty function in an OTC option. As a result, if the Counterparty fails to
make or take delivery of the security, currency or other instrument underlying
an OTC option it has entered into with the Fund or fails to make a cash
settlement payment due in accordance with the terms of that option, the Fund
will lose any premium it paid for the option as well as any anticipated benefit
of the transaction. Accordingly, the Adviser must assess the creditworthiness of
each such Counterparty or any guarantor or credit enhancement of the
Counterparty's credit to determine the likelihood that the terms of the OTC
option will be satisfied. The Fund will engage in OTC option transactions only
with U.S. government securities dealers recognized by the Federal Reserve Bank
of New York as "primary dealers" or broker/dealers, domestic or foreign banks or
other financial institutions which have received (or the guarantors of the
obligation of which have received) a short-term credit rating of A-1 from S&P or
P-1 from Moody's or an equivalent rating from any nationally recognized
statistical rating organization ("NRSRO") or, in the case of OTC currency
transactions, determined to be of equivalent credit quality by the Adviser. The
staff of the SEC currently takes the position that OTC options purchased by the
Fund, and portfolio securities "covering" the amount of the Fund's obligation
pursuant to an OTC option sold by it (the cost of the sell-back plus the
in-the-money amount, if any) are illiquid, and are subject to the Fund's
limitation on investing no more than 10% of its assets in illiquid securities.

If the Fund sells a call option, the premium that it receives may serve
as a partial hedge, to the extent of the option premium, against a decrease in
the value of the underlying securities or instruments in its portfolio or will
increase the Fund's income. The sale of put options can also provide income.

The Fund may purchase and sell call options on securities including
U.S. Treasury and agency securities, mortgage-backed securities, corporate debt
securities, equity securities (including convertible securities) and Eurodollar
instruments that are traded on U.S. and foreign securities exchanges and in the
over-the-counter markets, and on securities indices, currencies and futures
contracts. All calls sold by the Fund must be "covered" (i.e., the Fund must own
the securities or futures contract subject to the call) or must meet the asset
segregation requirements described below as long as the call is outstanding.
Even though the Fund will receive the option premium to help protect it against
loss, a call sold by the Fund exposes the Fund during the term of the option to
possible loss of opportunity to realize appreciation in the market price of the
underlying security or instrument and may require the Fund to hold a security or
instrument which it might otherwise have sold.

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<PAGE>

The Fund may purchase and sell put options on securities including U.S.
Treasury and agency securities, mortgage-backed securities, foreign sovereign
debt, corporate debt securities, equity securities (including convertible
securities) and Eurodollar instruments (whether or not it holds the above
securities in its portfolio), and on securities indices, currencies and futures
contracts other than futures on individual corporate debt and individual equity
securities. The Fund will not sell put options if, as a result, more than 50% of
the Fund's assets would be required to be segregated to cover its potential
obligations under such put options other than those with respect to futures and
options thereon. In selling put options, there is a risk that the Fund may be
required to buy the underlying security at a disadvantageous price above the
market price.

General Characteristics of Futures. The Fund may enter into financial futures
contracts or purchase or sell put and call options on such futures as a hedge
against anticipated interest rate, currency or equity market changes, for
duration management and for risk management purposes. Futures are generally
bought and sold on the commodities exchanges where they are listed with payment
of initial and variation margin as described below. The sale of a futures
contract creates a firm obligation by the Fund, as seller, to deliver to the
buyer the specific type of financial instrument called for in the contract at a
specific future time for a specified price (or, with respect to index futures
and Eurodollar instruments, the net cash amount). Options on futures contracts
are similar to options on securities except that an option on a futures contract
gives the purchaser the right in return for the premium paid to assume a
position in a futures contract and obligates the seller to deliver such
position.

The Fund's use of financial futures and options thereon will in all
cases be consistent with applicable regulatory requirements and in particular
the rules and regulations of the Commodity Futures Trading Commission and will
be entered into only for bona fide hedging, risk management (including duration
management) or other portfolio management purposes. Typically, maintaining a
futures contract or selling an option thereon requires the Fund to deposit with
a financial intermediary as security for its obligations an amount of cash or
other specified assets (initial margin) which initially is typically 1% to 10%
of the face amount of the contract (but may be higher in some circumstances).
Additional cash or assets (variation margin) may be required to be deposited
thereafter on a daily basis as the mark to market value of the contract
fluctuates. The purchase of an option on financial futures involves payment of a
premium for the option without any further obligation on the part of the Fund.
If the Fund exercises an option on a futures contract it will be obligated to
post initial margin (and potential subsequent variation margin) for the
resulting futures position just as it would for any position. Futures contracts
and options thereon are generally settled by entering into an offsetting
transaction but there can be no assurance that the position can be offset prior
to settlement at an advantageous price, nor that delivery will occur.

The Fund will not enter into a futures contract or related option
(except for closing transactions) if, immediately thereafter, the sum of the
amount of its initial margin and premiums on open futures contracts and options
thereon would exceed 5% of the Fund's total assets (taken at current value);
however, in the case of an option that is in-the-money at the time of the
purchase, the in-the-money amount may be excluded in calculating the 5%
limitation. The segregation requirements with respect to futures contracts and
options thereon are described below.

Options on Securities Indices and Other Financial Indices. The Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives it would achieve
through the sale or purchase of options on individual securities or other
instruments. Options on securities indices and other financial indices are
similar to options on a security or other instrument except that, rather than
settling by physical delivery of the underlying instrument, they settle by cash
settlement, i.e., an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds, in the case of a call, or is less than,
in the case of a put, the exercise price of the option (except if, in the case
of an OTC option, physical delivery is specified). This amount of cash is equal
to the excess of the closing price of the index over the exercise price of the
option, which also may be multiplied by a formula value. The seller of the
option is obligated, in return for the premium received, to make delivery of
this amount. The gain or loss on an option on an index depends on price
movements in the instruments making up the market, market segment, industry or
other composite on which the underlying index is based, rather than price
movements in individual securities, as is the case with respect to options on
securities.

Currency Transactions. The Fund may engage in currency transactions with
Counterparties in order to hedge the value of portfolio holdings denominated in
particular currencies against fluctuations in relative value. Currency
transactions include forward currency contracts, exchange listed currency
futures, exchange listed and OTC options on currencies, and currency swaps. A

7
<PAGE>

forward currency contract involves a privately negotiated obligation to purchase
or sell (with delivery generally required) a specific currency at a future date,
which may be any fixed number of days from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. A currency swap is
an agreement to exchange cash flows based on the notional difference among two
or more currencies and operates similarly to an interest rate swap, which is
described below. The Fund may enter into currency transactions with
Counterparties which have received (or the guarantors of the obligations which
have received) a credit rating of A-1 or P-1 by S&P or Moody's, respectively, or
that have an equivalent rating from a NRSRO or are determined to be of
equivalent credit quality by the Adviser.

The Fund's dealings in forward currency contracts and other currency
transactions such as futures, options, options on futures and swaps will be
limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is entering into a currency transaction with
respect to specific assets or liabilities of the Fund, which will generally
arise in connection with the purchase or sale of its portfolio securities or the
receipt of income therefrom. Position hedging is entering into a currency
transaction with respect to portfolio security positions denominated or
generally quoted in that currency.

The Fund will not enter into a transaction to hedge currency exposure
to an extent greater, after netting all transactions intended wholly or
partially to offset other transactions, than the aggregate market value (at the
time of entering into the transaction) of the securities held in its portfolio
that are denominated or generally quoted in or currently convertible into such
currency, other than with respect to proxy hedging as described below.

The Fund may also cross-hedge currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which the Fund has or in which the Fund expects
to have portfolio exposure.

To reduce the effect of currency fluctuations on the value of existing
or anticipated holdings of portfolio securities, the Fund may also engage in
proxy hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a commitment or option to sell a currency whose
changes in value are generally considered to be correlated to a currency or
currencies in which some or all of the Fund's portfolio securities are or are
expected to be denominated, in exchange for U.S. dollars. The amount of the
contract would not exceed the value of the Fund's securities denominated in
correlated currencies. For example, if the Adviser considers that the Austrian
schilling is correlated to the German deutschemark (the "D-mark"), the Fund
holds securities denominated in schillings and the Adviser believes that the
value of schillings will decline against the U.S. dollar, the Adviser may enter
into a contract to sell D-marks and buy dollars. Currency hedging involves some
of the same risks and considerations as other transactions with similar
instruments. Currency transactions can result in losses to the Fund if the
currency being hedged fluctuates in value to a degree or in a direction that is
not anticipated. Further, there is the risk that the perceived linkage between
various currencies may not be present or may not be present during the
particular time that the Fund is engaging in proxy hedging. If the Fund enters
into a currency hedging transaction, the Fund will comply with the asset
segregation requirements described below.

Risks of Currency Transactions. Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency control
is of great importance to the issuing governments and influences economic
planning and policy, purchases and sales of currency and related instruments can
be negatively affected by government exchange controls, blockages, and
manipulations or exchange restrictions imposed by governments. These can result
in losses to the Fund if it is unable to deliver or receive currency or funds in
settlement of obligations and could also cause hedges it has entered into to be
rendered useless, resulting in full currency exposure as well as incurring
transaction costs. Buyers and sellers of currency futures are subject to the
same risks that apply to the use of futures generally. Further, settlement of a
currency futures contract for the purchase of most currencies must occur at a
bank based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on such
options is subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic to
that country's economy.

Combined Transactions. The Fund may enter into multiple transactions, including
multiple options transactions, multiple futures transactions, multiple currency
transactions (including forward currency contracts) and multiple interest rate
transactions and any combination of futures, options, currency and interest rate
transactions ("component" transactions), instead of a single Strategic

8
<PAGE>

Transaction, as part of a single or combined strategy when, in the opinion of
the Adviser, it is in the best interests of the Fund to do so. A combined
transaction will usually contain elements of risk that are present in each of
its component transactions. Although combined transactions are normally entered
into based on the Adviser's judgment that the combined strategies will reduce
risk or otherwise more effectively achieve the desired portfolio management
goal, it is possible that the combination will instead increase such risks or
hinder achievement of the portfolio management objective.

Swaps, Caps, Floors and Collars. Among the Strategic Transactions into which the
Fund may enter are interest rate, currency and index swaps and the purchase or
sale of related caps, floors and collars. The Fund expects to enter into these
transactions primarily to preserve a return or spread on a particular investment
or portion of its portfolio, to protect against currency fluctuations, as a
duration management technique or to protect against any increase in the price of
securities the Fund anticipates purchasing at a later date. The Fund intends to
use these transactions as hedges and not as speculative investments and will not
sell interest rate caps or floors where it does not own securities or other
instruments providing the income stream the Fund may be obligated to pay.
Interest rate swaps involve the exchange by the Fund with another party of their
respective commitments to pay or receive interest, e.g., an exchange of floating
rate payments for fixed rate payments with respect to a notional amount of
principal. A currency swap is an agreement to exchange cash flows on a notional
amount of two or more currencies based on the relative value differential among
them and an index swap is an agreement to swap cash flows on a notional amount
based on changes in the values of the reference indices. The purchase of a cap
entitles the purchaser to receive payments on a notional principal amount from
the party selling such cap to the extent that a specified index exceeds a
predetermined interest rate or amount. The purchase of a floor entitles the
purchaser to receive payments on a notional principal amount from the party
selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.

The Fund will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with the Fund receiving or paying, as the case may
be, only the net amount of the two payments. Inasmuch as these swaps, caps,
floors and collars are entered into for good faith hedging purposes, the Adviser
and the Fund believe such obligations do not constitute senior securities under
the 1940 Act and, accordingly, will not treat them as being subject to its
borrowing restrictions. The Fund will not enter into any swap, cap, floor or
collar transaction unless, at the time of entering into such transaction, the
unsecured long-term debt of the Counterparty, combined with any credit
enhancements, is rated at least A by S&P or Moody's or has an equivalent rating
from a NRSRO. If there is a default by the Counterparty, the Fund may have
contractual remedies pursuant to the agreements related to the transaction. The
swap market has grown substantially in recent years with a large number of banks
and investment banking firms acting both as principals and as agents utilizing
standardized swap documentation. As a result, the swap market has become
relatively liquid. Caps, floors and collars are more recent innovations for
which standardized documentation has not yet been fully developed and,
accordingly, they are less liquid than swaps.

Eurodollar Instruments. The Fund may make investments in Eurodollar instruments.
Eurodollar instruments are U.S. dollar-denominated futures contracts or options
thereon which are linked to the London Interbank Offered Rate ("LIBOR"),
although foreign currency-denominated instruments are available from time to
time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for
the lending of funds and sellers to obtain a fixed rate for borrowings. The Fund
might use Eurodollar futures contracts and options thereon to hedge against
changes in LIBOR, to which many interest rate swaps and fixed income instruments
are linked.

Risks of Strategic Transactions Outside the U.S. When conducted outside the
U.S., Strategic Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees, and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of such positions also
could be adversely affected by: (i) other complex foreign political, legal and
economic factors, (ii) lesser availability than in the U.S. of data on which to
make trading decisions, (iii) delays in the Fund's ability to act upon economic
events occurring in foreign markets during non-business hours in the U.S., (iv)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the U.S., and (v) lower trading volume and
liquidity.

Use of Segregated and Other Special Accounts. Many Strategic Transactions, in
addition to other requirements, require that the Fund segregate liquid high
grade assets with its custodian to the extent Fund obligations are not otherwise

9
<PAGE>

"covered" through ownership of the underlying security, financial instrument or
currency. In general, either the full amount of any obligation by the Fund to
pay or deliver securities or assets must be covered at all times by the
securities, instruments or currency required to be delivered, or, subject to any
regulatory restrictions, an amount of cash or liquid high grade securities at
least equal to the current amount of the obligation must be segregated with the
custodian. The segregated assets cannot be sold or transferred unless equivalent
assets are substituted in their place or it is no longer necessary to segregate
them. For example, a call option written by the Fund will require the Fund to
hold the securities subject to the call (or securities convertible into the
needed securities without additional consideration) or to segregate liquid
high-grade securities sufficient to purchase and deliver the securities if the
call is exercised. A call option sold by the Fund on an index will require the
Fund to own portfolio securities which correlate with the index or to segregate
liquid high grade assets equal to the excess of the index value over the
exercise price on a current basis. A put option written by the Fund requires the
Fund to segregate liquid, high grade assets equal to the exercise price.

Except when the Fund enters into a forward contract for the purchase or
sale of a security denominated in a particular currency, which requires no
segregation, a currency contract which obligates the Fund to buy or sell
currency will generally require the Fund to hold an amount of that currency or
liquid securities denominated in that currency equal to the Fund's obligations
or to segregate liquid high grade assets equal to the amount of the Fund's
obligation.

OTC options entered into by the Fund, including those on securities,
currency, financial instruments or indices and OCC issued and exchange listed
index options, will generally provide for cash settlement. As a result, when the
Fund sells these instruments it will only segregate an amount of assets equal to
its accrued net obligations, as there is no requirement for payment or delivery
of amounts in excess of the net amount. These amounts will equal 100% of the
exercise price in the case of a non cash-settled put, the same as an OCC
guaranteed listed option sold by the Fund, or the in-the-money amount plus any
sell-back formula amount in the case of a cash-settled put or call. In addition,
when the Fund sells a call option on an index at a time when the in-the-money
amount exceeds the exercise price, the Fund will segregate, until the option
expires or is closed out, cash or cash equivalents equal in value to such
excess. OCC issued and exchange listed options sold by the Fund other than those
above generally settle with physical delivery, and the Fund will segregate an
amount of assets equal to the full value of the option. OTC options settling
with physical delivery, or with an election of either physical delivery or cash
settlement will be treated the same as other options settling with physical
delivery.

In the case of a futures contract or an option thereon, the Fund must
deposit initial margin and possible daily variation margin in addition to
segregating assets sufficient to meet its obligation to purchase or provide
securities or currencies, or to pay the amount owed at the expiration of an
index-based futures contract. Such assets may consist of cash, cash equivalents,
liquid debt or equity securities or other acceptable assets.

With respect to swaps, the Fund will accrue the net amount of the
excess, if any, of its obligations over its entitlements with respect to each
swap on a daily basis and will segregate an amount of cash or liquid high grade
securities having a value equal to the accrued excess. Caps, floors and collars
require segregation of assets with a value equal to the Fund's net obligation,
if any.

Strategic Transactions may be covered by other means when consistent
with applicable regulatory policies. The Fund may also enter into offsetting
transactions so that its combined position, coupled with any segregated assets,
equals its net outstanding obligation in related options and Strategic
Transactions. For example, the Fund could purchase a put option if the strike
price of that option is the same or higher than the strike price of a put option
sold by the Fund. Moreover, instead of segregating assets if the Fund held a
futures or forward contract, it could purchase a put option on the same futures
or forward contract with a strike price as high or higher than the price of the
contract held. Other Strategic Transactions may also be offset in combinations.
If the offsetting transaction terminates at the time of or after the primary
transaction no segregation is required, but if it terminates prior to such time,
assets equal to any remaining obligation would need to be segregated.

The Fund's activities involving Strategic Transactions may be limited
by the requirements of Subchapter M of the Internal Revenue Code for
qualification as a regulated investment company. (See "TAXES.")

10
<PAGE>

Investment Restrictions

The Fund may not, without the approval of holders of a majority of its
outstanding voting securities (as defined by the 1940 Act):

(a) Purchase or sell physical commodities or contracts relating to
physical commodities;

(b) With respect to 75% of its total assets taken at market value,
purchase more than 10% of the outstanding voting securities of
any one issuer, or invest more than 5% of the value of its
total assets in the securities of any one issuer, except
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and except securities of other
investment companies;

(c) Borrow money except as a temporary measure for extraordinary
or emergency purposes or except in connection with reverse
repurchase agreements provided that the Fund maintains asset
coverage of 300% for all borrowings;

(d) Act as an underwriter of securities issued by others, except
to the extent that it may be deemed an underwriter in
connection with the disposition of portfolio securities of the
Fund;

(e) Make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent the entry into repurchase
agreements and the purchase of debt securities in accordance
with its investment objective and investment policies may be
deemed to be loans;

(f) Purchase or sell real estate (except that the Fund may invest
in (i) securities of companies which deal in real estate or
mortgages, and (ii) securities secured by real estate or
interests therein, and that the Fund reserves freedom of
action to hold and to sell real estate acquired as a result of
the Fund's ownership of securities).

In addition, the Fund's Articles of Incorporation, which can be amended
only with the approval of holders of a majority of its outstanding stock, do not
authorize the issuance of senior securities or debt securities other than
securities to evidence borrowings as permitted by investment restriction (c)
above.

It is also the Fund's policy not to concentrate its investments in
particular industries and not in any event to invest more than 25% of its total
assets in any one industry. An exception to this policy in the case of rights
offerings of Japanese corporations permits the Fund to purchase the securities
of any issuer pursuant to the exercise of rights distributed to the Fund by the
issuer, even though after such purchase more than 25% of the total assets of the
Fund would be invested in securities of issuers in the same industry, with the
limitation that no such purchase may be made if as a result the Fund would no
longer be a diversified investment company as defined by the 1940 Act.

Other Investment Policies

In addition, the Board of Directors of the Fund has voluntarily adopted
certain policies and restrictions which are observed in the conduct of the
Fund's affairs and which may be changed by the Board of Directors without the
approval of shareholders. Pursuant to these policies and restrictions, which
represent the intentions of the Board based upon current circumstances, the Fund
will not:

(a) Purchase any securities of the Government of Japan or any
instrumentality thereof, if as a result, the aggregate amount
of such securities held by the Fund would be more than 25% of
the total assets of the Fund;

(b) Purchase the securities of any issuer which has been in
continuous operation for less than three years (including the
operations of predecessor companies) if as a result of such
purchase more than 5% of the Fund's total assets would be
invested in the securities of all such issuers;

11
<PAGE>

(c) Purchase the securities of other investment companies except
through open market purchases involving no more than a
customary broker's commission or in connection with a merger
or consolidation;

(d) Purchase or retain the securities of any issuer if certain
persons, who are affiliated with the Fund or an investment
adviser (as defined by the Investment Company Act of 1940)
thereof and individually own beneficially more than 1/2% of
the outstanding securities of any class of such issuer, own
beneficially in the aggregate more than 5% of such securities;

(e) Purchase securities on margin (except such short-term credits
as may be necessary for clearance of transactions and the
maintenance of margin with respect to futures contracts), make
short sales (unless by virtue of its ownership of other
securities, it has the right to obtain securities sold and, if
the right is conditional, the sale is made upon the same
conditions) or participate on a joint or joint and several
basis in any trading account in any securities;

(f) Mortgage or pledge any of its assets;

(g) Purchase or sell interest in oil, gas, or other mineral
exploration or development programs, or leases (although it
may invest in securities of issuers which own or invest in
such interests);

(h) Invest more than 5% of the Fund's net assets in warrants or
more than 2% of its net assets in warrants that are not listed
on the New York or American Stock Exchanges or on an exchange
with comparable listing requirements (for this purpose,
warrants attached to securities will be deemed to have no
value);

(i) Purchase securities of other open-end investment companies or
invest more than 5% of its total assets (taken at market
value) in the securities of closed-end investment companies,
provided that no purchases of the securities of closed-end
investment companies shall be made except by purchase in the
open market where no commission or profit to a sponsor or
broker/dealer results other than the customary broker's
commission (except when such purchase, although not made in
the open market, is part of a plan of merger or
consolidation);

(j) Purchase restricted securities (for these purposes restricted
security means a security with a legal or contractual
restriction on resale in the principal market in which the
security is traded), including repurchase agreements maturing
in more than seven days and securities which are not readily
marketable, if as a result more than 10% of the value of the
Fund's net assets (valued at current market value) would be
invested in such securities;

(k) Purchase securities if, as a result thereof, more than 10% of
the value of the Fund's total assets would be invested in
restricted securities (for these purposes restricted security
means a security with a legal or contractual restriction on
resale in the principal market in which the security is
traded);

(l) Buy options on securities or financial instruments, unless the
aggregate premiums paid on all such options held by the Fund
at any time do not exceed 20% of its net assets; or sell put
options on securities, if, as a result, the aggregate value of
the obligations underlying such put options would exceed 50%
of the Fund's net assets;

(m) Enter into futures contracts or purchase options thereon
unless immediately after the purchase, the value of the
aggregate initial margin with respect to all futures contracts
entered into on behalf of the Fund and the premiums paid for
options on futures contracts does not exceed 5% of the fair
market value of the Fund's total assets; provided that in the
case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in computing
the 5% limit;

(n) Purchase unmarketable interests in real estate;

(o) Invest more than 5% of its net assets in repurchase
agreements;

12
<PAGE>

(p) Invest more than 30% of its net assets in equity securities
which are traded in an over-the-counter market; or

(q) Borrow money except from banks as a temporary measure for
extraordinary or emergency purposes. The Fund will not
purchase securities while outstanding borrowings exceed 5% of
the Fund's total assets. Under the Investment Company Act of
1940, asset coverage of 300% of any borrowings must be
maintained.

As a matter of non-fundamental policy, the Fund may invest in
securities of issuers having their principal place of business in developing or
newly industrializing countries, but has no present intention to invest more
than 5% of its net assets in such securities.

The 1940 Act imposes certain additional restrictions affecting the
Fund's investments.

For purposes of determining whether a percentage restriction on
investment or utilization of assets as set forth above under "Investment
Objective and Policies," "Investment Restrictions" or "Other Investment
Policies" has been adhered to at the time an investment is made, a later change
in percentage resulting from changes in the value or the total cost of the
Fund's assets will not be considered a violation of such restriction.

JAPAN AND THE JAPANESE ECONOMY*

Because of distance, as well as differences in language, history, and
culture, Japan remains relatively unfamiliar to many investors. The archipelago
of Japan stretches for 1300 miles in the western Pacific Ocean and comprises an
area of approximately 146,000 square miles. The four main islands, Hokkaido,
Honshu, Kyushu and Shikoku, cover the same approximate range of latitude and the
same general range of climate as the east coast of the United States north of
Florida. The archipelago has in the past experienced earthquakes and tidal waves
of varying degrees of severity, and the risks of such phenomena, and damage
resulting therefrom, continue to exist.

Japan has a total population of approximately 125 million. Life
expectancy is one of the highest in the world. Literacy in Japan approaches
100%. Nearly 90% of Japanese students graduate from high school. Approximately
37% go on to college or university. Approximately 45% of the total population of
Japan is concentrated in the metropolitan areas of Tokyo, Osaka and Nagoya,
cities with some of the world's highest population densities.

Over the post war period Japan has experienced significant economic
development. Today Japan is the second largest industrial nation in the world in
terms of GDP, with the United States being the largest. During the era of high
economic growth in the 1960s and early 1970s the expansion was based on the
development of heavy industries such as steel and shipbuilding. In the 1970s,
Japan moved into assembly industries that employ high levels of technology and
consume relatively low quantities of resources, and since then has become a
major producer of automobiles and electrical and electronic products. More
recently Japanese manufacturers have moved capacity abroad to lower labor cost
areas while focusing on high technology goods and improving services in the home
market. The recent deregulation in retailing, together with rising demand for
services, has created new business opportunities in consumer products, such as
travel, leisure pursuits, fashions, computer software, mobile communications,
fast food restaurants and specialized retailing.

Since the early 1980s Japan has generally experienced very low levels
of inflation. This achievement has been made possible by gains in productivity
that exceeded wage increases on balance and, at times, a strong yen that has
reduced the cost of imported raw materials.

Japan's economy is a market economy in which industry and commerce are
predominantly privately owned and operated. However, the Government is involved
in establishing and meeting objectives for developing the economy and improving
the standard of living of the Japanese people. In order to achieve its economic
objectives, the Government has generally relied on providing the prerequisite
business environment and administrative guidance. The agencies of the Government
primarily concerned with economic policy and its implementation are the Economic

- ---------------------

* Where figures in tables under this caption have been rounded off, the
totals may not necessarily agree with the sum of figures.
13
<PAGE>

Planning Agency, The Ministry of Finance (MOF) and the Ministry of International
Trade and Industry (MITI). The Bank of Japan, Japan's central bank, also acts in
this field.

Economic Trends

During the ten and five-year periods ended December 1996, Japan's gross
domestic product in constant prices increased at an average annual compound
growth rate of 3.1% and 1.3%, respectively. In May 1989, the Bank of Japan began
to tighten monetary policy in response to the rapid growth of the economy that
reached 6.2% in 1988 and to the asset inflation evidenced in the rapidly rising
stock market and real estate prices. The discount rate was raised, in stages,
from 2.5% to 5.5% by July 1991. The economy began to decelerate slowly. Growth
in 1989 was 4.7%, in 1990, 4.8% and in 1991, 4.3%. The deceleration in growth
gained momentum in early 1992 and three successive quarters of falling GDP were
registered resulting in the worst recession of the post-war period. Several
fiscal stimulus packages have failed to initiate a robust recovery. Growth of
1.1% in 1992 was followed by an increase of only 0.3% in 1993, 0.6% in 1994 and
1.4% in 1995. Early in 1995, the economy received a further shock with the
devastating earthquake in the Kobe area. But even more serious in its impact on
the economy was the sharp rise of the yen in early 1995. The yen reached 81 yen
to the dollar in mid-April, a rise of 24% from the beginning of the year,
imparting a deflationary bias to the economy and threatening the fragile
recovery. Subsequent action by the government and the Bank of Japan resulted in
a decline of the yen. By April 15, 1997, the yen was 126 to the dollar, a
depreciation of 36% from its high in 1995. Further Government stimulus and easy
money policies together with the depreciation of the yen have resulted in
increasing activity during 1996. Gross domestic product rose 3.6% in 1996.

14
<PAGE>

The following table sets forth the composition of Japan's gross
domestic product in yen and in percentage terms. In addition, the gross domestic
product in constant yen and the gross domestic deflator are shown.
<TABLE>
<CAPTION>

Gross Domestic Product
(In trillions of yen)

1991 1992 1993 1994 1995 1996

<S> <C> <C> <C> <C> <C> <C>
GDP at Current Prices 458.3 471.1 475.4 479.3 482.9 500.4
Consumption 303.2 315.6 323.5 331.9 338.7 348.4
Private 261.9 272.3 278.7 286.2 290.5 299.4
Public 41.4 43.3 44.8 45.7 47.6 49.0

Fixed Investment 144.0 143.5 140.4 137.3 136.8 148.2
Private 113.5 108.2 99.7 95.4 95.4 102.8
Public 30.5 35.3 40.7 41.3 41.4 45.4

Change in Inventories 3.5 1.5 0.6 0.0 0.9 1.1

Net Exports of Goods and Services 7.6 10.5 10.9 10.0 7.2 2.7
Exports of Goods and Services 46.7 47.4 44.2 44.4 45.4 49.6
Imports of Goods and Services -39.1 -32.9 -33.3 -34.4 -38.2 -46.9

GDP at Constant (1990) Prices 447.0 450.9 452.3 455.2 458.4 477.9
GDP Deflator (1990=100) 102.7 104.5 105.1 105.3 104.9 104.7

Percentage Increase of GDP
At Current Prices 6.6% 2.8% 0.9% 0.8% 0.3% 3.6%
At Constant Prices 3.8% 1.0% 0.3% 0.6% 0.9% 3.6%
Deflator 2.7% 1.7% 0.6% 0.2% -0.5% 0.0%

Percentage Distribution of GDP
Consumption 66.2% 67.0% 68.0% 69.2% 69.9% 69.6%
Fixed Investment 31.4% 30.5% 29.5% 28.6% 28.4% 29.6%
Change in Inventories 0.8% 0.3% 0.1% 0.0% 0.2% 0.2%
Exports of Goods and Services 10.2% 10.1% 9.3% 9.3% 9.4% 9.9%
Imports of Goods and Services -8.4% -7.8% -7.0% -7.2% -7.9% -9.4%
----- ----- ----- ----- ----- -----

Total GDP 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

</TABLE>

Source: Economic Planning Agency, Quarterly Report on National Accounts (March
1997).

Industrial Production

The following table sets forth indices of industrial production of
Japan and other selected industrial countries for the six years ending with
calendar year 1996 (with 1990 as 100):

15
<PAGE>
<TABLE>

INDICES OF INDUSTRIAL PRODUCTION
1990=100

1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Japan 101.8 95.6 91.2 91.8 94.9 97.7
United States 98.1 99.6 101.7 107.9 111.8 114.8
Germany 103.2 101.9 95.6 99.7 101.2 100.1
United Kingdom 96.3 96.3 98.3 103.3 105.9 107.2
France 98.7 98.6 93.9 99.2 99.0 99.7
Italy 99.1 97.8 95.7 102.2 107.9 105.9
Canada 95.8 96.9 101.2 104.0 112.9 114.0

</TABLE>

Source: IMF, International Financial Statistics (April 1996).

The following table sets forth the proportion of gross domestic product
contributed by major industrial sectors of the economy for 1989 through 1994:
<TABLE>

GROSS DOMESTIC PRODUCT* BY INDUSTRIAL SECTORS

1989 1990 1991 1992 1993 1994 1995

<S> <C> <C> <C> <C> <C> <C> <C>
Agriculture, Forestry and Fisheries 2.6% 2.5% 2.4% 2.3% 2.1% 2.1% 1.9%
Mining 0.2 0.3 0.2 0.2 0.2 0.2 0.2
Construction 9.8 10.1 10.2 10.3 10.8 10.8 10.3
Manufacturing 28.2 28.2 28.1 27.1 25.5 24.5 24.7
Electricity, Gas and Water 2.8 2.6 2.6 2.7 2.7 2.8 2.8
Wholesale and Retail Trade 13.4 13.6 13.7 13.1 12.9 12.7 12.7
Finance and Insurance 6.4 5.9 5.5 5.2 4.7 5.2 4.8
Real Estate Transportation, 10.9 10.9 10.9 11.5 12.2 12.7 12.9
Communication and Other
Public Utilities 6.9 6.6 6.5 6.4 6.4 6.4 6.5
Services 14.4 14.8 15.1 16.0 16.7 16.8 17.0
Government Services 7.7 7.6 7.5 7.6 7.7 7.9 8.1
Private Non-Profit Institutions 2.0 2.0 2.0 2.0 2.1 2.2 2.3
Import Duty 0.6 0.6 0.6 0.6 0.6 0.6 0.6
Imputed Interest (5.6) (5.8) (5.5) (5.3) (4.8) (4.9) (4.7)
Statistical Discrepancy (0.2) (0.0) 0.1 0.1 0.1 0.1 (0.1)
----- ----- --- --- --- --- -----

Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------ ------ ------ ------

</TABLE>

* Gross domestic product measures the value of original goods and
services produced by a country's domestic economy. It is equal to gross
national product, minus the income that residents receive from abroad
for factor services rendered abroad, plus similar payments made to
non-residents who contribute to the domestic economy.

Source: Economic Planning Agency, Annual Report on National Accounts (1997).

Energy

Japan has historically depended on oil for most of its energy
requirements. Virtually all of its oil is imported, the majority from the Middle
East. Oil price changes used to have a major impact on the domestic economy, but
now their influence is relatively diminished.

16
<PAGE>

Japan has worked to reduce its dependence on oil by encouraging energy
conservation and use of alternative fuels. In addition to conservation efforts,
a restructuring of industry, with emphasis shifting from basic industries to
processing and assembly type industries, has also contributed to the reduction
of oil consumption. Despite Japan's sustained economic growth, crude oil imports
have not increased materially since 1979.

Labor

In 1996 approximately 65 million persons, or approximately 52% of the
Japanese population, were employed, of which approximately 6% were employed in
agriculture, forestry and fisheries, 33% in mining, construction and
manufacturing and 33% in trade, finance, transportation and communication, and
29% in other service-related industries (including the government). Since 1980
an increasing proportion of the paid work force is female and an increasing
number of people have been employed in service industries.

Except for 1992 and 1993, productivity gains over the recent five-year
period have exceeded or been close to the rise in wages with the result that
unit labor costs have declined or risen only slightly. In 1992 and 1993,
however, there were sharp declines in productivity that were due in part to
Japan's labor policies, which tend to result in a decline of productivity when
production falls since labor is not let go as rapidly as in other industrialized
countries. As a result, unit labor costs rose in 1992 and 1993 with the rise in
1992 being very pronounced. With increases in productivity in 1994, 1995 and
1996 that exceeded the rise in wages, unit labor costs declined 0.9% in 1994,
1.3% in 1995 and 2.6% in 1996.

MANUFACTURING

Wages Productivity Unit Labor Costs
(annual percentage change)

1990 5.3 4.0 1.2
1991 3.4 2.5 0.9
1992 1.2 -5.4 6.9
1993 0.1 -1.4 1.6
1994 2.0 2.9 -0.9
1995 3.3 4.7 -1.3
1996 2.5 5.2 -2.6

Source: Ministry of Labor, Monthly Labor Statistics (Mar. 1997); Productivity
Research Institute, Quarterly Journal of Productivity Statistics (Wages
are for manufacturers who employ 30 or more persons.)

Prices

In 1996 the wholesale price index rose by 0.7% and the consumer price
index rose by 0.1%.

17
<PAGE>

The tables below set forth the wholesale and consumer price indices for
Japan and other selected industrial countries for which comparable statistics
are available:

<TABLE>

<CAPTION>
COMPARATIVE WHOLESALE PRICE INDICES
(1990 = 100)

1991 1992 1993 1994 1995 1996

<S> <C> <C> <C> <C> <C> <C>
Japan 100.2 98.7 95.0 93.0 92.2 92.8
United States 100.2 100.8 102.3 103.6 107.3 109.8
Germany 102.4 103.8 103.7 104.4 106.2 106.0
United Kingdom 105.4 108.7 113.0 115.8 120.6 123.9
France* 98.7 97.1 94.4 95.4 101.1 98.5
Italy 105.2 107.4 112.9 117.2 129.3 134.0
Canada 99.0 99.5 102.7 108.5 117.3 117.8

</TABLE>

* Intermediate Industrial Goods

Source: IMF, Int'l Financial statistics (April 1997)
OECD, Main Economic Indicators (February 1997)

<TABLE>

<CAPTION>
COMPARATIVE CONSUMER PRICE INDICES
(1990 = 100)

1991 1992 1993 1994 1995 1996

<S> <C> <C> <C> <C> <C> <C>
Japan 103.3 105.1 106.4 107.1 107.0 107.2
United States 104.2 107.4 110.6 113.4 116.6 120.0
Germany 103.5 107.6 112.0 115.4 117.4 120.7
United Kingdom 103.2 109.8 111.5 114.3 118.2 121.1
France 103.2 105.7 107.9 109.7 111.6 113.9
Italy 106.3 111.7 116.8 121.4 127.9 132.5
Canada 105.6 107.2 109.2 109.4 111.8 113.5

</TABLE>

Source: IMF, Int'l Financial Statistics (April 1997)

Balance of Payments

During the 1980s, Japan recorded increased trade surpluses and became
the world's major creditor nation. In 1996, Japan registered a surplus of $66
billion in its current account. This surplus was predominantly due to a surplus
of $84 billion in its trade account.

In 1996, Japan registered an outflow of $30 billion in its long-term
capital account.

Foreign Trade

Overseas trade is important to Japan's economy even though offshore
production has eroded its importance. Japan has few natural resources and must
export to pay for its imports of these basic requirements. During the year ended
December 31, 1996, exports and imports represented approximately 8.9% and 7.6%,
respectively, of Japan's current gross domestic product. Roughly three quarters
of Japan's exports are machinery and equipment including motor vehicles, machine
tools and electronic equipment. Japan's principal imports consist of raw
materials, foodstuff and fuels, such as oil and coal.

Japan's principal export markets are the United States, Canada, the
United Kingdom, Germany, Australia, Korea, Taiwan, Hong Kong and the People's
Republic of China. The principal sources of its imports are the United States,
South East Asia and the Middle East.

18
<PAGE>

The following table shows (i) indices in yen terms of the value, volume
and unit value (a measure of average prices) of Japanese exports and imports and
(ii) the Japanese terms of trade (the ratio of export to import prices), which
is an indicator of a country's comparative advantage in trade. The recent
improvement in the terms of trade has been the result of a higher yen and
generally declining world commodity prices. While a higher yen might have been
expected to raise the unit value or price of exports, Japanese exporters kept
their export prices low in order to maintain market share.

<TABLE>

FOREIGN TRADE OF JAPAN
(1990 = 100)
Value Index Volume Index Unit Value Index Terms
Exports Imports Exports Imports Exports Imports of Trade
<C> <C> <C> <C> <C> <C> <C> <C>
1991 102.0 94.2 102.5 104.0 99.7 90.6 110.0
1992 103.8 87.2 104.0 103.6 99.7 84.2 118.4
1993 97.0 79.2 102.3 107.9 94.8 73.5 129.0
1994 97.7 83.0 104.0 122.4 93.9 67.8 138.5
1995 100.2 93.2 108.0 137.7 92.8 67.7 137.1
1996 107.9 112.0 107.2 140.8 100.7 79.7 126.3

</TABLE>

Source: Ministry of Finance, The Summary Report on Trade of Japan (Dec. 1996)

The following table sets forth the composition of Japan's exports and
imports by major commodity groups:

<TABLE>

<CAPTION>
COMPOSITION OF JAPAN'S EXPORTS AND IMPORTS

<S> <C> <C> <C> <C> <C> <C> <C>
Japan's Exports 1990 1991 1992 1993 1994 1995 1996
Textile Products 2.5% 2.5% 2.5% 2.3% 2.1% 2.0% 2.1%
Metals & Metal Products 6.8 6.7 6.3 6.4 6.1 6.5 6.2
Machinery & Equipment:
Ships 1.9 2.1 2.3 2.8 2.9 2.4 2.2
Motor Vehicles 17.8 17.4 17.8 16.2 14.4 12.0 12.3
TV & Radio Receivers 1.6 1.7 1.6 1.4 1.2 1.0 0.9
Motorcycles 0.8 0.9 1.1 1.2 1.0 0.9 1.0
Scientific, medical &
optical instruments 4.0 4.1 4.0 3.9 4.0 4.2 4.2
Other 48.9 49.0 48.8 50.5 52.5 54.2 53.5
Total 75.0 75.2 75.6 76.0 76.0 74.7 74.1
Chemicals 5.5 5.6 5.6 5.6 6.0 6.8 7.0
Foods & Beverages 0.6 0.6 0.6 0.6 0.5 0.5 0.5
Other Exports 9.6 9.4 9.4 9.6 9.3 9.5 10.1
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------ ------ ------ ------

Japan's Imports 1990 1991 1992 1993 1994 1995 1996
Foods & Beverages 13.5% 14.6% 16.0% 16.4% 17.0% 15.2% 14.5%
Textile Materials 1.1 1.0 0.9 0.6 0.7 0.5 0.3
Chemicals 6.9 7.4 7.4 7.5 7.4 7.3 6.7
Mineral Fuels:
Petroleum 13.2 12.7 12.9 11.6 10.1 8.9 9.6
Coal 2.6 2.7 2.6 2.5 2.1 2.0 2.0
Other 8.1 7.7 7.1 6.2 5.2 5.0 5.7
Total 23.9 23.1 22.6 20.3 17.4 15.9 17.3
Metal Ores & Scrap 3.9 3.7 3.3 2.4 2.7 2.3 2.0
Machinery & Equipment 17.4 18.1 18.4 19.4 21.7 26.3 27.5
Other Imports 33.3 32.1 31.4 32.9 38.1 33.5 31.7
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------ ------ ------ ------

</TABLE>

Source: Ministry of Finance, The Summary Report - Trade of Japan (Dec. 1996).

19
<PAGE>

The following table indicates the geographic distribution of Japan's
trade in recent years.

<TABLE>

GEOGRAPHIC DISTRIBUTION OF JAPAN'S EXPORTS AND IMPORTS

Japan's Exports 1990 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C>
Developed Areas
U.S.A. 31.5% 29.1% 28.2% 29.2% 29.7% 27.3% 27.2%
EC 18.7 18.8 18.4 15.7 14.5 15.9 15.3
Australia 2.4 2.1 2.1 2.1 2.2 1.8 1.8
Canada 2.4 2.3 2.1 1.7 1.5 1.3 1.2
Others 4.3 3.9 3.6 3.0 2.8 1.7 1.8
--- --- --- --- --- --- ---
59.3 56.2 54.4 51.7 50.7 48.0 47.3
Total
Developing Areas
S.E. Asia 28.8% 30.6% 30.7% 32.5% 35.0% 38.3% 38.3%
Middle East 3.4 3.9 4.5 3.7 2.8 2.3 2.7
Latin America 3.6 4.1 4.6 4.7 4.7 4.4 4.4
Africa 1.2 1.1 1.2 1.2 1.0 0.9 0.7
Others 0.3 0.3 0.3 0.4 0.4 0.5 0.5
--- --- --- --- --- --- ---
37.3 40.0 41.3 42.5 43.9 46.4 41.6
Subtotal

Former Soviet Union 0.9% 0.7% 0.3% 0.4% 0.3% 0.3% 0.2%
China 2.1 2.7 3.5 4.8 4.7 5.0 5.3
Others 0.4 0.4 0.5 0.5 0.4 0.3 0.7
--- --- --- --- --- --- ---
Subtotal 3.4 3.8 4.3 5.7 5.4 5.6 6.2
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------ ------ ------ ------

Japan's Imports 1990 1991 1992 1993 1994 1995 1996
Developed Areas
U.S.A. 22.4% 22.5% 22.4% 23.0% 22.8% 22.4% 22.7%
EC 15.0 13.4 13.4 12.5 12.9 14.5 14.1
Australia 5.3 5.5 5.3 5.1 5.0 4.3 4.1
Canada 3.6 3.3 3.3 3.4 3.2 3.2 2.9
Others 4.7 4.7 4.5 4.1 4.3 3.2 2.9
--- --- --- --- --- --- ---
Total 51.0 49.4 48.9 48.1 48.2 47.6 46.7
Developing Areas
S.E. Asia 23.3% 24.8% 24.7% 25.2% 24.7% 25.3% 25.1%
Middle East 13.2 12.4 12.5 11.3 10.2 9.4 10.1
Latin America 4.2 4.2 3.7 3.5 3.5 3.5 3.3
Africa 0.8 0.8 0.7 0.8 0.6 0.6 0.6
Others 0.3 0.3 0.4 1.1 1.2 1.7 1.2
--- --- --- --- --- --- ---
Subtotal 41.8 42.5 42.0 41.9 40.2 40.0 40.3

Former Soviet Union 1.4% 1.4% 1.0% 1.2% 1.3% 1.4% 1.1%
China 5.1 6.0 7.3 8.5 10.0 10.7 11.6
Others 0.7 0.7 0.8 0.8 0.9 0.3 0.3
--- --- --- --- --- --- ---
Subtotal 7.2 8.1 9.1 10.5 12.2 12.4 13.0
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------ ------ ------ ------

</TABLE>

Source: Ministry of Finance, The Summary Report--Trade of Japan
(December 1996).

20
<PAGE>

SECURITIES MARKETS IN JAPAN

There are eight stock exchanges in Japan. Of these, the Tokyo Stock
Exchange, the Osaka Stock Exchange and the Nagoya Stock Exchange are the
largest. The three main markets have two sections of stocks; generally,
companies with smaller capitalization are listed on the second section. In
addition, The Japan Over-The-Counter Trading Co. acts as the intermediary
between securities companies wishing to trade shares on the over-the-counter
(OTC) market. The primary role of the OTC market is to facilitate the raising of
funds from the investing public by unlisted, small and medium-sized companies.
Equity securities of Japanese companies which are traded in an over-the-counter
market are generally securities of relatively small or little-known companies.

There are two widely followed price indices. The Nikkei Stock Average
(NSA) is an arithmetic average of 225 selected stocks computed by a private
corporation. In addition, the Tokyo Stock Exchange publishes the TOPIX, formerly
the TSE Index, which is an index of all first section stocks. The second section
has its own index. Nihon Keizai Shimbun, Inc., the publisher of a leading
Japanese economic newspaper, publishes the OTC Index.

The following table shows the high, low and close of the Nikkei Stock
Average, TOPIX and the Nikkei OTC Index for the years 1987 through 1996.

<TABLE>

Calendar NSA* TSE/TOPIX* OTC**
Year High Low Close High Low Close High Low Close
---- ---- --- ----- ---- --- ----- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1987 26646.43 18544.05 21564.00 2258.56 1557.46 1725.83 1270.27 1046.26 1107.03
1988 30159.00 21217.04 30159.00 2357.03 1690.44 2357.03 1402.61 1099.52 1313.11
1989 38915.87 30183.79 38915.87 2884.80 2364.33 2881.37 2597.52 1315.40 2597.52
1990 38712.88 20221.86 23848.71 2867.70 1523.43 1733.83 4149.20 2154.20 2175.48
1991 27146.91 21456.76 22983.77 2028.85 1638.06 1714.68 3333.78 1918.06 1946.14
1992 23801.18 14309.41 16924.95 1763.43 1102.50 1307.66 2022.41 1099.32 1227.93
1993 21148.11 16078.71 17417.24 1698.67 1250.06 1439.31 1728.13 1200.84 1447.60
1994 21552.81 17369.74 19723.06 1712.73 1445.97 1559.09 2002.73 1445.47 1776.25
1995 20011.96 14485.41 19868.15 1585.87 1193.16 1577.70 1852.13 1194.77 1488.40
1996 22666.80 19161.71 19361.35 1722.13 1448.45 1470.94 1747.17 1316.25 1330.55

</TABLE>

Sources: *Tokyo Stock Exchange, Annual Securities Statistics (1996); Monthly
Statistics Report (Dec. 1987, 1988, 1989, 1990, 1991, 1993, 1994,
1995).

**Annual Statistics of OTC Stocks (1996), issued by Japan Securities
Dealers Association.

In the five years ending December 1989, the Tokyo Stock Price Index
(TOPIX) more than tripled, rising from 913.37 to 2881.37. The Index then
declined 39.8% in 1990, 1.1% in 1991 and 23.7% in 1992, reaching, at that point,
1307.66. In 1993 the Index rose 10.1% to 1439.31, in 1994, 8.3% to 1559.09 and
in 1995, 12% to 1577.70. In 1996, the Index declined 6.8% to 1470.94. Beginning
in 1991, a number of trading improprieties, including allegations that some of
the major brokerage firms engaged in unauthorized reimbursements to large
corporate customers for stock market losses, have been reported in the press.
The decline in stock prices has raised the cost of capital for industry and has
reduced the value of stock holdings by banks and corporations. These effects
have, in turn, contributed to the recent weakness in Japan's economy and could
continue to have an adverse impact in the future.

21
<PAGE>

The following table presents certain statistics with respect to the
trading of equity securities on the Tokyo Stock Exchange (first and second
sections combined) and the OTC market for the past six years.
<TABLE>

1991 1992 1993 1994 1995 1996
TSE OTC TSE OTC TSE OTC TSE OTC TSE OTC TSE OTC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Market
Capitalization 377,924.4 12,880 289,483 7,943 324,357 11,228 358,392 14,558 365,716 14,535 347,578 14,904
(in billions
of yen)

Daily
Average 380,512 4,206 268,857 1,767 353,394 4,374 342,163 8,994 369,613 9,763 405,549 10,310
Trading
Volume
(000 shares)

Number of 1,641 430 1,651 436 1,667 477 1,689 564 1,714 678 1,766 779
Listed
Companies

</TABLE>

Source: Tokyo Stock Exchange, Monthly Securities Statistics (Jan. 1996).

Compared to the United States, the common stocks of many Japanese
companies trade at a higher price-earnings ratio. Historically, investments in
the OTC market have been more volatile than the TSE.

In recent years, the proportion of trading by institutional investors
had tended to increase at the expense of individuals. In the last three years of
stock price declines, however, the share of trading represented by financial
institutions and business corporations has fallen while the share of trading by
foreigners has risen substantially as can be seen in the following table:
<TABLE>

Financial Business
Institutions Corporations Individuals Foreigners Other
<S> <C> <C> <C> <C> <C> <C>
1989 38.6% 15.4% 31.8% 11.3% 3.2%
1990 37.4 13.2 31.2 14.1 4.1
1991 34.6 10.7 31.0 19.8 3.9
1992 31.9 8.5 28.2 27.4 4.0
1993 34.6 8.7 28.0 25.2 3.1
1994 34.2 7.3 23.3 32.2 3.0
1995 30.3 7.3 25.8 33.7 2.9
1996 31.6 5.9 23.3 36.4 2.8

</TABLE>

Source: Tokyo Stock Exchange, Annual Securities Statistics (1996).

The following table shows the price/earning ratios and rates of return
for TOPIX for each of the past seven years. Because of differences in accounting
methods used in Japan and the United States, the price/earning ratios are not
directly comparable. The Japanese price/earnings ratio declined sharply in 1990,
1991 and 1992 as a result of the decline in stock prices. It rose in 1993 due in
part to a recovery in stock prices but also to a decline in earnings. In 1995,
the return on the TOPIX registered 2.0%.

AVERAGE PRICE/EARNINGS RATIOS AND RATES OF RETURN

Average
Price/Earnings Ratio Rate of Return
1989 70.6 22.7
1990 39.8 -39.3
1991 37.8 -0.5
1992 36.7 -22.9
1993 64.9 10.9
1994 79.5 9.0
1995 86.5 2.0

* Rates of return in yen calculated on basis of closing prices and average
dividends for each year.

22
<PAGE>

Sources: Tokyo Stock Exchange, Annual Securities Statistics (1991, 1992, 1993,
1994, 1995, 1996); Monthly Statistics Report (Dec. 1989, 1990, 1991,
1992, 1993, 1994, 1995, 1996).

Following is a statistical comparison between the Tokyo Stock Exchange
(both sections) and the New York Stock Exchange for the six years ending 1996:

<TABLE>

<CAPTION>
1991 1992 1993 1994 1995 1996

TSE NYSE TSE NYSE TSE NYSE TSE NYSE TSE NYSE TSE NYSE
--- ---- --- ---- --- ---- --- ---- --- ---- --- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Number of Companies 1641 1885 1651 2063 1667 2362 1689 2570 1714 2675 1766 2970
Aggregate Market
Value
in Billions of 3028 3321 2331 4035 2898 4545 3590 4448 3557 6000 2996 7300
Dollars*
as Percentage of 82 58 61 67 68 72 75 66 76 83 69 96
GDP

Turnover Ratio (%) 28 41 20 40 26 50 25 51 27 59 29 63

</TABLE>

* Calculated on the basis of the yen conversion rate published by the IMF.

Sources: Tokyo Stock Exchange, Annual Securities Statistics (1996).

The following table, compiled by Morgan Stanley Capital International,
sets forth the size of the Japanese equity market in comparison with that of
other major equity markets for the years ending December 31, 1991, 1992, 1993,
1994 and 1995.
<TABLE>
<CAPTION>

EQUITY STOCK MARKETS OF THE WORLD
(dollars in billions)

December 1991 December 1992 December 1993 December 1994 December 1995
$ % $ % $ % $ % $ %
--- --- --- --- --- --- --- --- -- --

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
United States 3,702.4 37.57 4,022.8 43.16 4467.0 38.4 4626.3 36.6 6338.0 41.9
Japan 2,996.0 30.43 2,331.5 25.02 2885.4 24.8 3624.5 28.7 3582.7 23.7
United Kingdom 953.7 9.68 914.9 9.82 1189.9 10.2 1145.0 9.1 1354.3 9.0
Canada 232.2 2.36 219.7 2.36 296.6 2.5 288.0 2.3 333.4 2.2
Federal 369.1 3.75 325.7 3.49 442.6 3.8 476.9 3.8 579.5 3.8
Republic of
Germany
Australia 137.0 1.39 133.2 1.43 196.2 1.7 212.4 1.7 245.4 1.6
Switzerland 199.0 2.02 195.2 2.09 243.8 2.1 284.0 2.2 401.6 2.7
France 346.9 3.52 333.0 3.57 453.4 3.9 444.3 3.5 504.5 3.3
Netherlands 129.4 1.31 129.8 1.39 171.2 1.5 224.4 1.8 304.3 2.0
Hong Kong 119.0 1.21 161.9 1.74 383.2 3.3 241.2 1.9 274.4 1.8
Other 671.0 6.81 878.1 9.42 908.6 7.8 1072.8 8.5 1197.2 7.9
----- ---- ----- ---- ----- --- ------ --- ------ ---

Total $9,855.7 100.00% $9,320.1 100.00% $11,637.9 100.00% $12,639.8 100.00% $15,115.3 100.00%
-------- ------- -------- ------- --------- ------- --------- ------- --------- -------
</TABLE>

Source: Morgan Stanley Capital International (Quarterly 1992:1, 1993:1, 1994:1,
1995:1, 1996:1).

23
<PAGE>

PURCHASES AND EXCHANGES

(See "Purchases and redemptions" and "Transaction information" in
the Fund's prospectus.)

Additional Information About Opening An Account

Clients having a regular investment counsel account with the Adviser or
its affiliates and members of their immediate families, officers and employees
of the Adviser or of any affiliated organization and their immediate families,
members of the National Association of Securities Dealers, Inc. ("NASD") and
banks may, if they prefer, subscribe initially for at least $2,500 through
Scudder Investor Services, Inc. by letter, fax, or telephone.

The minimum initial purchase amount is less than $2,500 under certain
special plan accounts.

Additional Information About Making Subsequent Investments

Subsequent purchase orders for $2,500 or more and for an amount not
greater than four times the value of the shareholder's account may be placed by
telephone by established shareholders (except by Scudder Individual Retirement
Account (IRA), Scudder profit sharing, Scudder 401(k) and Scudder 403(b)
planholders), members of the NASD and banks. Orders placed in this manner may be
directed to The Japan Fund Service Center or to any Scudder Funds Center office.
A two-part invoice of the purchase will be mailed out promptly following receipt
of a request to buy. Payment should be attached to a copy of the invoice for
proper identification. Federal regulations require that payment be received
within seven (7) business days. If payment is not received within that time, the
shares may be canceled. In the event of such cancellation or cancellation at the
purchaser's request, the purchaser will be responsible for any loss incurred by
the Fund or the principal underwriter by reason of such cancellation. If the
purchaser is a shareholder, the Fund shall have the authority, as agent of the
shareholder, to redeem shares in the account to reimburse the Fund or the
principal underwriter for the loss incurred. Net losses on such transactions
which are not recovered from the purchaser will be absorbed by the principal
underwriter. Any net profit on the liquidation of unpaid shares will accrue to
the Fund.

Additional Information About Making Subsequent Investments by AutoBuy

Shareholders, whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and who have elected to participate
in the AutoBuy program, may purchase shares of the Fund by telephone. Through

this service shareholders may purchase up to $250,000. To purchase shares by
AutoBuy, shareholders should call before 4 p.m. eastern time. Proceeds in the
amount of your purchase will be transferred from your bank checking account two
or three business days following your call. For requests received by the close
of regular trading on the Exchange, shares will be purchased at the net asset
value per share calculated at the close of trading on the day of your call.
AutoBuy requests received after the close of regular trading on the Exchange
will begin their processing and be purchased at the net asset value calculated
the following business day. If you purchase shares by AutoBuy and redeem them
within seven days of the purchase, the Fund may hold the redemption proceeds for
a period of up to seven business days. If you purchase shares and there are
insufficient funds in your bank account the purchase will be canceled and you
will be subject to any losses or fees incurred in the transaction. AutoBuy
transactions are not available for most retirement plan accounts. However,
"AutoBuy" transactions are available for Scudder IRA accounts.

In order to request purchases by AutoBuy, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish AutoBuy may so indicate on the application.
Existing shareholders who wish to add AutoBuy to their account may do so by
completing an AutoBuy Enrollment Form. After sending in an enrollment form
shareholders should allow for 15 days for this service to be available.

The Fund employs procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.

24
<PAGE>

Checks

A certified check is not necessary, but checks are accepted subject to
collection at full face value in United States funds and must be drawn on, or
payable through, a United States bank.

If shares are purchased by a check which proves to be uncollectible,
the Fund reserves the right to cancel the purchase immediately and the purchaser
will be responsible for any loss incurred by the Fund or the principal
underwriter by reason of such cancellation. If the purchaser is a shareholder,
the Fund shall have the authority, as agent of the shareholder, to redeem shares
in the account to reimburse the Fund or the principal underwriter for the loss
incurred. Investors whose orders have been canceled may be prohibited from or
restricted in placing future orders in the Fund or any of the other funds in the
Scudder Family of Funds.

Wire Transfer of Federal Funds

To obtain the net asset value determined as of the close of regular
trading (normally 4 p.m. eastern time) on the New York Stock Exchange (the
"Exchange") on a selected day, your bank must forward federal funds by wire
transfer and provide the required account information so as to be available to
the Fund prior to such close.

The bank sending an investor's federal funds by bank wire may charge
for the service. Presently Scudder Investor Services, Inc. (the "Distributor")
pays a fee for receipt by the custodian of "wired funds," but the right to
charge investors for this service is reserved.

Boston banks are closed on certain holidays that the Exchange may be
open. These holidays are Martin Luther King, Jr. Day (the 3rd Monday in
January), Columbus Day (the 2nd Monday in October) and Veterans' Day (November
11). Investors are not able to purchase shares by wiring federal funds on such
holidays because State Street Bank is not open to receive such funds on behalf
of the Fund.

Share Price

Purchases will be filled without sales charge at the net asset value
next computed after receipt of the Application in good order. Purchases made by
check are executed on the next business day after the check is received by the
Fund's transfer agent. Net asset value normally will be computed as of the close
of regular trading on the Exchange on each day during which the Exchange is open
for trading. Orders received after the close of regular trading on the Exchange
will receive the next day's net asset value. If the order has been placed by a
member of the NASD, other than Scudder Investor Services, Inc., it is the
responsibility of the broker, and not the Fund, to place the order by the close
of the Exchange.

Share Certificates

Due to the desire of Fund management to afford ease of redemption,
ownership in the Fund is on a non-certified basis. Share certificates now in a
shareholder's possession may be sent to the Fund's transfer agent for
cancellation and credit to such shareholder's account on a non-certificated
basis.

Other Information

If transactions are arranged and settlement is made through a member of
the NASD, other than the Distributor that member may, at its discretion, charge
a fee for that service. The Board of Directors and the Distributor, the Fund's
principal underwriter, each has the right to limit the amount of purchases by,
and to refuse to sell to, any person. The Board of Directors and Scudder
Investor Services, Inc. each may suspend or terminate the offering of shares of
a Fund at any time.

The Tax Identification Number section of the Fund's application must be
completed when opening an account. Applications and purchase orders without a
certified tax identification number and certain other certified information,
except those from exempt organizations, may be returned to the investor.

25
<PAGE>

The Fund may issue shares at net asset value in connection with any
merger or consolidation with, or acquisition of the assets of, any investment
company or personal holding company, subject to the requirements of the 1940
Act.

Exchanges

The procedure for exchanging shares from The Japan Fund, Inc. into
shares of another Scudder fund, when the new account is established with the
same registration, telephone option, dividend option and address as the present
account, is set forth under "Purchases and Redemptions -- Opening An Account" in
the Fund's prospectus. If an exchange involves establishing a new account, at
least $1000 must be exchanged. If the exchange is made into an existing account,
at least $100 must be exchanged. If the account receiving the exchange proceeds
is to be different in any respect, the exchange request must be in writing and
must contain a signature guarantee as described under "Purchases and Redemption
- -- Selling Fund Shares -- Signature guarantees" in the Fund's prospectus.

Exchange orders received before the close of regular trading on the
Exchange on any business day will ordinarily be executed at respective net asset
values determined on that day. Exchange orders received after the close of
regular trading will be executed on the following business day. Notwithstanding
the foregoing, if a shareholder requests to exchange his or her Japan Fund
shares for shares in another fund in the Scudder Family of Funds, and in
connection therewith receives Fund portfolio securities in payment for those
Fund shares (see "REDEMPTIONS" below), there will be a delay in repurchasing
shares in such other fund owing to the time required to liquidate such
securities on the shareholder's behalf and to remit the proceeds of such
liquidation to the Fund's transfer agent. Accordingly, an exchange order in
those instances (1) may not be executed for up to seven business days after the
exchange request is received in good order and (2) will be executed at the net
asset value next determined after the transfer agent's receipt of such
liquidation proceeds.

Investors may also request, at no extra charge, to have exchanges
automatically executed on a predetermined schedule from the Fund or another
Scudder Fund to an existing account in the Fund or another Scudder Fund at
current net asset value through Scudder's Automatic Exchange Program. Exchanges
must be for a minimum of $50. Shareholders may add this free feature over the
phone or in writing. Automatic Exchanges will continue until the shareholder
requests by phone or in writing to have the feature removed, or until the
originating account is depleted. The Trust and the Transfer Agent each reserves
the right to suspend or terminate the privilege of the Automatic Exchange
Program at any time.

There is no charge to the shareholder for any exchange described above.
An exchange into another fund in the Scudder Family of Funds is a redemption of
shares, and therefore may result in tax consequences (gain or loss) to the
shareholder and the proceeds of such an exchange may be subject to backup
withholding. (see "Taxes.")

Investors currently receive the exchange privilege, including exchange
by telephone, automatically without having to elect it. The Fund employs
procedures, including recording telephone calls, testing a caller's identity,
and sending written confirmation of telephone transactions, designed to give
reasonable assurance that instructions communicated by telephone are genuine,
and to discourage fraud. To the extent that the Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine. The Funds
and the Transfer Agent each reserves the right to suspend or terminate the
privilege of exchanging by telephone or fax at any time.

The funds in the Scudder Family of Funds into which investors may make
an exchange are listed under "THE SCUDDER FAMILY OF FUNDS" herein. Before making
an exchange, shareholders should obtain a prospectus of the Scudder fund into
which the exchange is being contemplated from the Distributor.

26
<PAGE>

REDEMPTIONS

(See "Purchases and Redemptions" and "Transaction
Information" in the Fund's prospectus.)

Redemption by Telephone

Shareholders currently receive the right automatically, without having
to elect it, to redeem by telephone up to $100,000 to their address of record.
In order to request redemptions by telephone, shareholders must have completed
and returned to the Transfer Agent the application, including the designation of
a bank account to which the redemption proceeds are to be sent.

(a) NEW INVESTORS wishing to establish telephone redemption to a
predesignated bank account must complete the appropriate
section on the application.

(b) EXISTING SHAREHOLDERS (except those who are Scudder IRA,
Scudder Pension and Profit-Sharing, Scudder 401(k) and Scudder
403(b) Planholders) who wish to establish telephone redemption
to a predesignated bank account or who want to change the bank
account previously designated to receive redemption proceeds
should either return a Telephone Redemption Option Form
(available upon request) or send a letter identifying the
account and specifying the exact information to be changed.
The letter must be signed exactly as the shareholder's name(s)
appears on the account. A signature and a signature guarantee
are required for each person in whose name the account is
registered.

Telephone redemption is not available with respect to shares
represented by share certificates.

If a request for redemption to a shareholder's bank account is made by
telephone or fax, payment will be made by Federal Reserve bank wire to the bank
account designated on the application, unless a request is made that the
redemption check be mailed to the designated bank account. There will be a $5.00
charge for all wire redemptions.

Note: Investors designating a savings bank to receive their telephone
redemption proceeds are advised that if the savings bank is not a
participant in the Federal Reserve System, redemption proceeds must be
wired through a commercial bank which is a correspondent of the savings
bank. As this may delay receipt by the shareholder's account, it is
suggested that investors wishing to use a savings bank discuss wire
procedures with their bank and submit any special wire transfer
information with the telephone redemption authorization. If appropriate
wire information is not supplied, redemption proceeds will be mailed to
the designated bank.

Redemption requests by telephone (technically a repurchase by agreement
between the Fund and the shareholder) of shares purchased by check will not be
accepted for seven (7) business days following their purchase.

Redemption by AutoSell

Shareholders, whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and who have elected to participate
in the AutoSell program may sell shares of the Fund by telephone. To sell shares
by AutoSell, shareholders should call before 4 p.m. eastern time. Redemptions
must be for at least $250. Proceeds in the amount of your redemption will be
transferred to your bank checking account two or three business days following
your call. For requests received by the close of regular trading on the
Exchange, shares will be redeemed at the net asset value per share calculated at
the close of trading on the day of your call. AutoSell requests received after
the close of regular trading on the Exchange will begin their processing and be
redeemed at the net asset value calculated the following business day. AutoSell
transactions are not available for Scudder IRA accounts and most other
retirement plan accounts.

27
<PAGE>

In order to request redemptions by AutoSell, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish AutoSell may so indicate on the application.
Existing shareholders who wish to add AutoSell to their account may do so by
completing an AutoSell Enrollment Form. After sending in an enrollment form,
shareholders should allow for 15 days for this service to be available.

Redemption by Mail or Fax

Any existing share certificates representing shares being redeemed must
accompany a request for redemption and be duly endorsed or accompanied by a
proper stock assignment form with signature(s) guaranteed as explained in the
Fund's prospectus.

In order to ensure proper authorization before redeeming shares, the
transfer agent may request additional documents such as, but not restricted to,
stock powers, trust instruments, certificates of death, appointments as
executor, certificates of corporate authority and waivers of tax required in
some states when settling estates.

It is suggested that shareholders holding certificated shares or shares
registered in other than individual names contact the Fund's transfer agent
prior to redemptions to ensure that all necessary documents accompany the
request. When shares are held in the name of a corporation, trust, fiduciary or
partnership, the transfer agent requires, in addition to the stock power,
certified evidence of authority to sign. These procedures are for the protection
of shareholders and should be followed to ensure prompt payment. Redemption
requests must not be conditional as to date or price of the redemption. Proceeds
of a redemption will be sent within seven (7) days after receipt of a request
for redemption that complies with the above requirements. Delays of more than
seven (7) days of payment for shares tendered for repurchase or redemption may
result but only until the purchase check has cleared.

The requirements for the IRA redemptions are different from those for
regular accounts. For more information call 1-800-53-JAPAN.

Redemption-in-Kind

In the event the Fund's management determines that substantial
distributions of cash would have an adverse effect on the Fund's remaining
shareholders, the Fund reserves the right to honor any request for redemption or
repurchase order by making payment in whole or in part in readily marketable
securities chosen by the Fund and valued as they are for purposes of computing
the Fund's net asset value. The Fund has elected, however, to be governed by
Rule 18f-1 under the Investment Company Act of 1940 as a result of which the
Fund is obligated to redeem shares, with respect to any one shareholder during
any 90-day period, solely in cash up to the lesser of $250,000 or 1% of the net
asset value of the Fund at the beginning of the period. The tax consequences to
a redeeming shareholder are the same whether the shareholder receives cash or
securities in payment for his shares.

If a shareholder receives portfolio securities upon redemption of his
Fund shares, he may request that such securities either (1) be delivered to him
or his designated agent or (2) be liquidated on his behalf and the proceeds of
such liquidation (net of any brokerage commissions and Japanese sales taxes)
remitted to him.

28
<PAGE>

Other Information

All redemption requests must be directed to the Fund's transfer agent.
Redemption requests that are delivered to the Fund rather than to the Fund's
transfer agent will be forwarded to the transfer agent, and processed at the
next calculated NAV after receipt by the transfer agent.

The value of shares redeemed or repurchased may be more or less than
the shareholder's cost depending on the net asset value at the time of
redemption or repurchase. The Fund does not impose a redemption or repurchase
charge. Redemption of shares, including an exchange into another fund in the
Scudder Family of Funds, may result in tax consequences (gain or loss) to the
shareholder and the proceeds of such redemptions may be subject to backup
withholding. (See "TAXES.")

Shareholders who wish to redeem shares from Special Plan Accounts
should contact the employer, trustee or custodian of the Plan for the
requirements.

Shareholders should maintain a share balance worth at least $2,500
($1,000 for IRAs, Uniform Gift to Minors Act, and Uniform Trust to Minors Act
accounts), which amount may be changed by the Board of Trustees. Scudder
retirement plans have similar or lower minimum balance requirements. A
shareholder may open an account with at least $1,000 ($500 for an UGMA, UTMA,
IRA and other retirement accounts), if an automatic investment plan (AIP) of
$100/month ($50/month for an UGMA, UTMA, IRA and other retirement accounts) is
established.

Shareholders who maintain a non-fiduciary account balance of less than
$2,500 in the Fund, without establishing an AIP, will be assessed an annual
$10.00 per fund charge with the fee to be reinvested in the Fund. The $10.00
charge will not apply to shareholders with a combined household account balance
in any of the Scudder Funds of $25,000 or more. The Fund reserves the right,
following 60 days' written notice to shareholders, to redeem all shares in
accounts below $250, including accounts of new investors, where a reduction in
value has occurred due to a redemption or exchange out of the account. The Fund
will mail the proceeds of the redeemed account to the shareholder at the address
of record. Reductions in value that result solely from market activity will not
trigger an involuntary redemption. UGMA, UTMA, IRA and other retirement accounts
will not be assessed the $10.00 charge or be subject to automatic liquidation.

FEATURES AND SERVICES OFFERED BY THE FUND

(See "Shareholder benefits" in the Fund's prospectus.)

The Pure No-Load(TM) Concept

Investors are encouraged to be aware of the full ramifications of
mutual fund fee structures, and of how Scudder distinguishes its funds from the
vast majority of mutual funds available today. The primary distinction is
between load and no-load funds.

Load funds generally are defined as mutual funds that charge a fee for
the sale and distribution of fund shares. There are three types of loads:
front-end loads, back-end loads, and asset-based 12b-1 fees. 12b-1 fees are
distribution-related fees charged against fund assets and are distinct from
service fees, which are charged for personal services and/or maintenance of
shareholder accounts. Asset-based sales charges and service fees are typically
paid pursuant to distribution plans adopted under 12b-1 under the 1940 Act.

A front-end load is a sales charge, which can be as high as 8.50% of
the amount invested. A back-end load is a contingent deferred sales charge,
which can be as high as 8.50% of either the amount invested or redeemed. The
maximum front-end or back-end load varies, and depends upon whether or not a
fund also charges a 12b-1 fee and/or a service fee or offers investors various
sales-related services such as dividend reinvestment. The maximum charge for a
12b-1 fee is 0.75% of a fund's average annual net assets, and the maximum charge
for a service fee is 0.25% of a fund's average annual net assets.

29
<PAGE>

A no-load fund does not charge a front-end or back-end load, but can
charge a small 12b-1 fee and/or service fee against fund assets. Under the
National Association of Securities Dealers Rules of Fair Practice, a mutual fund
can call itself a "no-load" fund only if the 12b-1 fee and/or service fee does
not exceed 0.25% of a fund's average annual net assets.

Because Scudder funds do not pay any asset-based sales charges or
service fees, Scudder developed and trademarked the phrase pure no-load(TM) to
distinguish Scudder funds from other no-load mutual funds. Scudder pioneered the
no-load concept when it created the nation's first no-load fund in 1928, and
later developed the nation's first family of no-load mutual funds.

The following chart shows the potential long-term advantage of
investing $10,000 in a Scudder pure no-load fund over investing the same amount
in a load fund that collects an 8.50% front-end load, a load fund that collects
only a 0.75% 12b-1 and/or service fee, and a no-load fund charging only a 0.25%
12b-1 and/or service fee. The hypothetical figures in the chart show the value
of an account assuming a constant 10% rate of return over the time periods
indicated and reinvestment of dividends and distributions.

Scudder No-Load Fund with
YEARS Pure No-Load(TM)Fund 8.50% Load Fund Load Fund with 0.75% 0.25% 12b-1 Fee
12b-1 Fee

<S> <C> <C> <C> <C> <C>
10 $ 25,937 $ 23,733 $ 24,222 $ 25,354

15 41,772 38,222 37,698 40,371

20 67,275 61,557 58,672 64,282
</TABLE>

Investors are encouraged to review the fee tables on page 2 of the
Fund's prospectus for more specific information about the rates at which
management fees and other expenses are assessed.

Dividends and Capital Gains Distributions Options

Investors have complete freedom of choice as to whether to receive cash
or to reinvest any dividends from net investment income, or distributions from
realized capital gains in additional shares of the Fund. A change of
instructions for the method of payment may be given to the transfer agent at
least five days prior to a dividend record date. Please call 1-800-53-JAPAN for
more information.

Reinvestment is usually made on the day following the record date.
Investors may leave standing instructions with the Fund's transfer agent
designating their option for either reinvestment or cash distribution of any
income dividends or capital gains distributions. If no election is made,
dividends and distributions will be invested in additional shares of the Fund.

Investors may also have dividends and distributions automatically
deposited in their predesignated bank account through the DistributionsDirect
Program. Shareholders who elect to participate in the DistributionsDirect
Program, and whose predesignated checking account of record is with a member
bank of the Automated Clearing House Network (ACH) can have income and capital
gain distributions automatically deposited to their personal bank account
usually within three business days after the Fund pays its distribution. A
DistributionsDirect request form can be obtained by calling 1-800-53-JAPAN.
Confirmation statements will be mailed to shareholders as notification that
distributions have been deposited.

30
<PAGE>

Diversification

A shareholder's investment represents an interest in a large,
diversified portfolio of carefully selected securities. Diversification may
protect you against the possible risks associated with concentrating in fewer
securities or in a specific market sector.

Scudder Funds Centers

Investors may visit any of the Centers, listed below, maintained by the
Distributor. The Centers are designed to provide individuals with services
during any business day. Investors may pick up literature or find assistance
with opening an account, adding funds or special options to existing accounts,
making exchanges within the Scudder Family of Funds, redeeming shares or opening
retirement plans. Checks should not be mailed to the Centers.
(See "PURCHASES AND EXCHANGES--Share Price".)

Boca Raton Chicago
4400 North Federal Highway #130 The Rookery Building
Boca Raton, Florida 33431 209 South LaSalle Street
407-395-0040 Chicago, IL 60604
312-629-1929
Boston
166 Federal Street New York
Boston, Massachusetts 02110 345 Park Avenue
800-225-2470 New York, New York 10154
212-326-6200

San Francisco
180 Montgomery Street
San Francisco, CA 94104
415-788-3212

Reports to Shareholders

The Fund issues to its shareholders unaudited semiannual financial
statements and annual financial statements audited by independent accountants,
including a list of investments held and statements of assets and liabilities,
operations, changes in net assets and supplementary information. The Fund
presently intends to distribute to shareholders informal quarterly reports
during the intervening quarters, containing a statement of the investments of
the Fund. The distribution will be accompanied by a brief indication of the
source of the distribution.

THE SCUDDER FAMILY OF FUNDS

(See "Investment products and services" in the Fund's prospectus.)

The Scudder Family of Funds is America's first family of mutual funds
and the nation's oldest family of no-load mutual funds. To assist investors in
choosing a Scudder fund, descriptions of the Scudder funds' objectives follow.
Initial purchases in each Scudder fund must be at least $2,500 or $1,000 in the
case of IRAs. Subsequent purchases must be for $100 or more. Minimum investments
for special plan accounts may be lower.

MONEY MARKET

Scudder Cash Investment Trust ("SCIT") seeks to maintain the stability
of capital, and consistent therewith, to maintain the liquidity of
capital and to provide current income through investment in a
supervised portfolio of short-term debt securities. SCIT intends to
seek to maintain a constant net asset value of $1.00 per share,
although in certain circumstances this may not be possible.

Scudder U.S. Treasury Money Fund seeks to provide safety, liquidity and
stability of capital and consistent therewith to provide current income
through investment in a supervised portfolio of U.S. Government and
U.S. Government guaranteed obligations with maturities of not more than
762 calendar days. The Fund intends to seek to maintain a constant net
asset value of $1.00 per share, although in certain circumstances this
may not be possible.

31
<PAGE>

INCOME

Scudder Emerging Markets Income Fund seeks to provide high current
income and, secondarily, long-term capital appreciation through
investments primarily in high-yielding debt securities issued in
emerging markets.

Scudder Global Bond Fund seeks to provide total return with an emphasis
on current income by investing primarily in high-grade bonds
denominated in foreign currencies and the U.S. dollar. As a secondary
objective, the Fund will seek capital appreciation.

Scudder GNMA Fund seeks to provide investors with high current income
from a portfolio of high-quality GNMA securities.

Scudder High Yield Bond Fund seeks to provide a high level of current
income and, secondarily, capital appreciation through investment
primarily in below investment grade domestic debt securities.

Scudder Income Fund seeks to earn a high level of income consistent
with the prudent investment of capital through a flexible investment
program emphasizing high-grade bonds.

Scudder International Bond Fund seeks to provide income from a
portfolio of high-grade bonds denominated in foreign currencies. As a
secondary objective, the Fund seeks protection and possible enhancement
of principal value by actively managing currency, bond market and
maturity exposure and by security selection.

Scudder Short Term Bond Fund seeks to provide a higher and more stable
level of income than is normally provided by money market investments,
and more price stability than investments in intermediate- and
long-term bonds.

Scudder Zero Coupon 2000 Fund seeks to provide as high an investment
return over a selected period as is consistent with the minimization of
reinvestment risks through investments primarily in zero coupon
securities.

TAX FREE MONEY MARKET

Scudder Tax Free Money Fund ("STFMF") is designed to provide investors
with income exempt from regular federal income tax while seeking
stability of principal. STFMF seeks to maintain a constant net asset
value of $1.00 per share, although in certain circumstances this may
not be possible.

Scudder California Tax Free Money Fund* is designed to provide
California taxpayers income exempt from California state and regular
federal income taxes, and seeks stability of capital and the
maintenance of a constant net asset value of $1.00 per share, although
in certain circumstances this may not be possible.

Scudder New York Tax Free Money Fund* is designed to provide New York
taxpayers income exempt from New York state, New York City and regular
federal income taxes, and seeks stability of capital and the
maintenance of a constant net asset value of $1.00 per share, although
in certain circumstances this may not be possible.

TAX FREE

Scudder High Yield Tax Free Fund seeks to provide high income which is
exempt from regular federal income tax by investing in municipal
securities.

* These funds are not available for sale in all states. For information,
contact Scudder Investor Services, Inc.

32
<PAGE>

Scudder Limited Term Tax Free Fund seeks to provide as high a level of
income exempt from regular federal income tax as is consistent with a
high degree of principal stability.

Scudder Managed Municipal Bonds seeks to provide income which is exempt
from regular federal income tax primarily through investments in
long-term municipal securities with an emphasis on high grade.

Scudder Medium Term Tax Free Fund seeks to provide a high level of
income free from regular federal income taxes and to limit principal
fluctuation by investing in high-grade municipal securities of
intermediate maturities.

Scudder California Tax Free Fund* seeks to provide income exempt from
both California and regular federal income taxes through the
professional and efficient management of a portfolio consisting of
California state, municipal and local government obligations.

Scudder Massachusetts Limited Term Tax Free Fund* seeks to provide as
high a level of income exempt from Massachusetts personal and regular
federal income tax as is consistent with a high degree of principal
stability.

Scudder Massachusetts Tax Free Fund* seeks to provide income exempt
from both Massachusetts and regular federal income taxes through the
professional and efficient management of a portfolio consisting of
Massachusetts state, municipal and local government obligations.

Scudder New York Tax Free Fund* seeks to provide income exempt from New
York state, New York City and regular federal income taxes through the
professional and efficient management of a portfolio consisting of
investments in New York state, municipal and local government
obligations.

Scudder Ohio Tax Free Fund* seeks to provide income exempt from both
Ohio and regular federal income taxes through the professional and
efficient management of a portfolio consisting of Ohio state, municipal
and local government obligations.

Scudder Pennsylvania Tax Free Fund* seeks to provide income exempt from
both Pennsylvania and regular federal income taxes through a portfolio
consisting of Pennsylvania state, municipal and local government
obligations.

GROWTH AND INCOME

Scudder Balanced Fund seeks to provide a balance of growth and income,
as well as long-term preservation of capital, from a diversified
portfolio of equity and fixed income securities.

Scudder Growth and Income Fund seeks to provide long-term growth of
capital, current income, and growth of income through a portfolio
invested primarily in common stocks and convertible securities by
companies which offer the prospect of growth of earnings while paying
current dividends.

GROWTH

Scudder Classic Growth Fund seeks long-term growth of capital with
reduced share price volatility compared to other growth mutual funds.

Scudder Development Fund seeks to achieve long-term growth of capital
primarily through investments in marketable securities, principally
common stocks, of relatively small or little-known companies which in
the opinion of management have promise of expanding their size and
profitability or of gaining increased market recognition for their
securities, or both.

* These funds are not available for sale in all states. For information,
contact Scudder Investor Services, Inc.

33
<PAGE>

Scudder Emerging Markets Growth Fund seeks long-term growth of capital
primarily through equity investment in emerging markets around the
globe.

Scudder Global Discovery Fund seeks above-average capital appreciation
over the long term by investing primarily in the equity securities of
small companies located throughout the world.

Scudder Global Fund seeks long-term growth of capital primarily through
a diversified portfolio of marketable equity securities selected on a
worldwide basis. It may also invest in debt securities of U.S.
and foreign issuers. Income is an incidental consideration.

Scudder Gold Fund seeks maximum return (principal change and income)
consistent with investing in a portfolio of gold-related equity
securities and gold.

Scudder Greater Europe Growth Fund seeks long-term growth of capital
through investments primarily in the equity securities of European
companies.

Scudder International Fund seeks long-term growth of capital through
investment principally in a diversified portfolio of marketable equity
securities selected primarily to permit participation in non-U.S.
companies and economies with prospects for growth. It also invests in
fixed-income securities of foreign governments and companies, with a
view toward total investment return.

Scudder Large Company Growth Fund seeks to provide long-term growth of
capital through investment primarily in equity securities of large U.S.
growth companies.

Scudder Large Company Value Fund seeks to maximize long-term capital
appreciation through a broad and flexible investment program
emphasizing common stocks.

Scudder Latin America Fund seeks to provide long-term capital
appreciation through investment primarily in the securities of Latin
American issuers.

Scudder Micro Cap Fund seeks long-term growth of capital by investing
primarily in a diversified portfolio of U.S. micro-cap stocks.

Scudder Pacific Opportunities Fund seeks long-term growth of capital
through investment primarily in the equity securities of Pacific Basin
companies, excluding Japan.

Scudder Small Company Value Fund invests for long-term growth of
capital by seeking out undervalued stocks of small U.S. companies.

Scudder 21st Century Growth Fund seeks long-term growth of capital by
investing primarily in securities of emerging growth companies poised
to be leaders in the 21st century.

Scudder Value Fund seeks long-term growth of capital through investment
in undervalued equity securities.

The Japan Fund, Inc. seeks capital appreciation through investment in
Japanese securities, primarily in common stocks of Japanese companies.

ASSET ALLOCATION

Scudder Pathway Series: Conservative Portfolio seeks primarily current
income and secondarily long-term growth of capital. In pursuing these
objectives, the Portfolio will, under normal market conditions, invest
substantially in a select mix of Scudder bond mutual funds, but will
have some exposure to Scudder equity mutual funds.

Scudder Pathway Series: Balanced Portfolio seeks a balance of growth
and income by investing in a select mix of Scudder money market, bond
and equity mutual funds.

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<PAGE>

Scudder Pathway Series: Growth Portfolio seeks to provide investors
with long-term growth of capital. In pursuing this objective, the
Portfolio will, under normal market conditions, invest predominantly in
a select mix of Scudder equity mutual funds designed to provide
long-term growth.

Scudder Pathway Series: International Portfolio seeks maximum total
return. Total return consists of any capital appreciation plus dividend
income and interest. To achieve this objective, the Portfolio invests
in a select mix of international and global Scudder Funds.

The net asset values of The Japan Fund, Inc. can be found daily in the
"Mutual Funds" section of The Wall Street Journal and other leading newspapers
throughout the country under "Japan." Most of the other Scudder Funds can be
found under "Scudder Funds." Investors will notice the net asset value and
offering price are the same, reflecting the fact that no sales commission or
"load" is charged on the sale of shares of the Scudder Funds. The latest
seven-day yields for the money-market funds can be found every Monday and
Thursday in the "Money-Market Funds" section of The Wall Street Journal. This
information also may be obtained by calling the Scudder Automated Information
Line (SAIL) at 1-800-343-2890.

The Japan Fund, Inc. and the Scudder Family of Funds offer many
conveniences and services, including: active professional investment management;
broad and diversified investment portfolios; pure no-load funds with no sales
charges or Rule 12b-1 distribution fees; individual attention from a Japan Fund
Service Specialist or Scudder Service Representative; free telephone exchanges
into Scudder money market, tax free, income, and growth funds; shares redeemable
at net asset value at any time.

SPECIAL PLAN ACCOUNTS

(See "Scudder tax-advantaged retirement plans," "Purchases--By
Automatic Investment Plan" and "Exchanges and redemptions--By
Automatic Withdrawal Plan" in the Fund's prospectus.)

Detailed information on any Scudder investment plan, including the
applicable charges, minimum investment requirements and disclosures made
pursuant to Internal Revenue Service (the "IRS") requirements, may be obtained
by contacting Scudder Investor Services, Inc., Two International Place, Boston,
Massachusetts 02110-4103 or by calling toll free, 1-800-225-2470. It is
advisable for an investor considering the funding of the investment plans
described below to consult with an attorney or other investment or tax adviser
with respect to the suitability requirements and tax aspects thereof.

Shares of the Fund may also be a permitted investment under profit
sharing and pension plans and IRA's other than those offered by the Fund's
distributor depending on the provisions of the relevant plan or IRA.

None of the plans assures a profit or guarantees protection against
depreciation, especially in declining markets.

Scudder Retirement Plans: Profit-Sharing and Money Purchase Pension Plans for
Corporations and Self-Employed Individuals

Shares of the Fund may be purchased as the investment medium under a
plan in the form of a Scudder Profit-Sharing Plan (including a version of the
Plan which includes a cash-or-deferred feature) or a Scudder Money Purchase
Pension Plan (jointly referred to as the Scudder Retirement Plans) adopted by a
corporation, a self-employed individual or a group of self-employed individuals
(including sole proprietorships and partnerships), or other qualifying
organization. Each of these forms was approved by the IRS as a prototype. The
IRS's approval of an employer's plan under Section 401(a) of the Internal
Revenue Code will be greatly facilitated if it is in such approved form. Under
certain circumstances, the IRS will assume that a plan, adopted in this form,
after special notice to any employees, meets the requirements of Section 401(a)
of the Internal Revenue Code.

35
<PAGE>

Scudder 401(k): Cash or Deferred Profit-Sharing Plan for Corporations and
Self-Employed Individuals Plan

Shares of the Fund may be purchased as the investment medium under a
plan in the form of a Scudder 401(k) Plan adopted by a corporation, a
self-employed individual or a group of self-employed individuals (including sole
proprietors and partnerships), or other qualifying organization. This plan has
been approved as a prototype by the IRS.

Scudder IRA: Individual Retirement Account

Shares of the Fund may be purchased as the underlying investment for an
Individual Retirement Account which meets the requirements of Section 408(a) of
the Internal Revenue Code.

A single individual who is not an active participant in an
employer-maintained retirement plan, a simplified employee pension plan, or a
tax-deferred annuity program (a "qualified plan"), and a married individual who
is not an active participant in a qualified plan and whose spouse is also not an
active participant in a qualified plan, are eligible to make tax deductible
contributions of up to $2,000 to an IRA prior to the year such individual
attains age 70 1/2. In addition, certain individuals who are active participants
in qualified plans (or who have spouses who are active participants) are also
eligible to make tax-deductible contributions to an IRA; the annual amount, if
any, of the contribution which such an individual will be eligible to deduct
will be determined by the amount of his, her, or their adjusted gross income for
the year. Whenever the adjusted gross income limitation prohibits an individual
from contributing what would otherwise be the maximum tax-deductible
contribution he or she could make, the individual will be eligible to contribute
the difference to an IRA in the form of nondeductible contributions.

An eligible individual may contribute as much as $2,000 of qualified
income (earned income or, under certain circumstances, alimony) to an IRA each
year (up to $2,000 per individual for married couples if only one spouse has
earned income). All income and capital gains derived from IRA investments are
reinvested and compound tax-deferred until distributed. Such tax-deferred
compounding can lead to substantial retirement savings.

The table below shows how much individuals would accumulate in a fully
tax-deductible IRA by age 65 (before any distributions) if they contribute
$2,000 at the beginning of each year, assuming average annual returns of 5, 10,
and 15%. (At withdrawal, accumulations in this table will be taxable.)
<TABLE>
<CAPTION>

Value of IRA at Age 65
Assuming $2,000 Deductible Annual Contribution

Starting
Age of Annual Rate of Return
Contributions 5% 10% 15%
------------- -- --- ---
<S> <C> <C> <C> <C>
25 $253,680 $973,704 $4,091,908
35 139,522 361,887 999,914
45 69,439 126,005 235,620
55 26,414 35,062 46,699
</TABLE>

This next table shows how much individuals would accumulate in non-IRA
accounts by age 65 if they start with $2,000 in pretax earned income at the
beginning of each year (which is $1,380 after taxes are paid), assuming average
annual returns of 5, 10 and 15%. (At withdrawal, a portion of the accumulation
in this table will be taxable.)

36
<PAGE>

Value of a Non-IRA Account at
Age 65 Assuming $1,380 Annual Contributions
(post tax, $2,000 pretax) and a 31% Tax Bracket
<TABLE>
<CAPTION>

Starting
Age of Annual Rate of Return
Contributions 5% 10% 15%
------------- -- --- ---
<S> <C> <C> <C> <C>
25 $119,318 $287,021 $741,431
35 73,094 136,868 267,697
45 40,166 59,821 90,764
55 16,709 20,286 24,681
</TABLE>

Scudder 403(b) Plan

Shares of the Fund may also be purchased as the underlying investment
for tax sheltered annuity plans under the provisions of Section 403(b)(7) of the
Internal Revenue Code. In general, employees of tax-exempt organizations
described in Section 501(c)(3) of the Internal Revenue Code (such as hospitals,
churches, religious, scientific, or literary organizations and educational
institutions) or a public school system are eligible to participate in a 403(b)
plan.

Automatic Withdrawal Plan

Non-retirement plan shareholders may establish an Automatic Withdrawal
Plan to receive monthly, quarterly or periodic redemptions from his or her
account for any designated amount of $50 or more. Payments are mailed at the end
of each month. The check amounts may be based on the redemption of a fixed
dollar amount, fixed share amount, percent of account value or declining
balance. The Plan provides for income dividends and capital gains distributions,
if any, to be reinvested in additional shares. Shares are then liquidated as
necessary to provide for withdrawal payments. Since the withdrawals are in
amounts selected by the investor and have no relationship to yield or income,
payments received cannot be considered as yield or income on the investment and
the resulting liquidations may deplete or possibly extinguish the initial
investment. Requests for increases in withdrawal amounts or to change payee must
be submitted in writing, signed exactly as the account is registered and contain
signature guarantee(s) as described under "Transaction information--Redeeming
shares--Signature guarantees" in the Fund's prospectus. Any such requests must
be received by the Fund's transfer agent by the 15th of the month in which such
change is to take effect. An Automatic Withdrawal Plan may be terminated at any
time by the shareholder, the Corporation or its agent on written notice, and
will be terminated when all shares of the Fund under the Plan have been
liquidated or upon receipt by the Corporation of notice of death of the
shareholder.

An Automatic Withdrawal Plan request form can be obtained by calling
1-800-225-5163.

Group or Salary Deduction Plan

An investor may join a Group or Salary Deduction Plan where
satisfactory arrangements have been made with Scudder Investor Services, Inc.
for forwarding regular investments through a single source. The minimum annual
investment is $240 per investor which may be made in monthly, quarterly,
semiannual or annual payments. The minimum monthly deposit per investor is $20.
Except for trustees or custodian fees for certain retirement plans, at present
there is no separate charge for maintaining group or salary deduction plans;
however, the Corporation and its agents reserve the right to establish a
maintenance charge in the future depending on the services required by the
investor.

The Corporation reserves the right, after notice has been given to the
shareholder, to redeem and close a shareholder's account in the event that the
shareholder ceases participating in the group plan prior to investment of $1,000
per individual or in the event of a redemption which occurs prior to the
accumulation of that amount or which reduces the account value to less than
$1,000 and the account value is not increased to $1,000 within a reasonable time
after notification. An investor in a plan who has not purchased shares for six
months shall be presumed to have stopped making payments under the plan.

37
<PAGE>

Automatic Investment Plan

Shareholders may arrange to make periodic investments through automatic
deductions from checking accounts by completing the appropriate form and
providing the necessary documentation to establish this service. The minimum
investment is $50.

The Automatic Investment Plan involves an investment strategy called
dollar cost averaging. Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular intervals. By investing the same
dollar amount each period, when shares are priced low the investor will purchase
more shares than when the share price is higher. Over a period of time this
investment approach may allow the investor to reduce the average price of the
shares purchased. However, this investment approach does not assure a profit or
protect against loss. This type of regular investment program may be suitable
for various investment goals such as, but not limited to, college planning or
saving for a home.

Uniform Transfers/Gifts to Minors Act

Grandparents, parents or other donors may set up custodian accounts for
minors. The minimum initial investment is $1,000 unless the donor agrees to
continue to make regular share purchases for the account through Scudder's
Automatic Investment Plan (AIP). In this case, the minimum initial investment is
$500.

The Corporation reserves the right, after notice has been given to the
shareholder and custodian, to redeem and close a shareholder's account in the
event that regular investments to the account cease before the $1,000 minimum is
reached.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

(See "Distribution and Performance Information--Dividends and Capital
Gains Distributions" in the Fund's prospectus.)

The Fund intends to follow the practice of distributing substantially
all of net investment company taxable income as well as the entire excess of net
realized long-term capital gains over net realized short-term capital losses.

The Fund intends to distribute any dividends from its net investment
income and net realized capital gains after utilization of capital loss
carryforwards, if any, in December to prevent application of a federal excise
tax. An additional distribution may be made within three months of the Fund's
fiscal year end, if necessary. Any dividends or capital gains distributions
declared in October, November or December with a record date in such a month and
paid during the following January will be treated by shareholders for federal
income tax purposes as if received on December 31 of the calendar year declared.
If a shareholder has elected to reinvest any dividends and/or other
distributions, such distributions will be made in additional shares of the Fund
and confirmations will be mailed to each shareholder. If a shareholder has
chosen to receive cash, a check will be sent.

PERFORMANCE AND OTHER INFORMATION

(See "Distribution and performance information--Performance
information" in the Fund's prospectus.)

From time to time, quotations of the Fund's performance may be included
in advertisements, sales literature or reports to shareholders or prospective
investors. These performance figures may be calculated in the following manner:

Average Annual Total Return is the average annual compound rate of return for,
where applicable, the periods of one year, five years, and ten years, all ended
on the last day of a recent calendar quarter. Average annual total return
quotations reflect changes in the price of the Fund's shares and assume that all
dividends and capital gains distributions during the respective periods were
reinvested in Fund shares. Average annual total return is calculated by finding
the average annual compound rates of return of a hypothetical investment over
such periods, that would compare the initial amount to the ending redeemable
value of such investment according to the following formula and (average annual
total return is then expressed as a percentage):

38
<PAGE>

T = (ERV/P)1/n - 1

Where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value: ERV is the value, at the end of
the applicable period, of a hypothetical $1,000 payment made
at the beginning of the applicable period.

Average Annual Total Return for periods ended 12/31/96

One Year Five Years Ten Years

-10.92% -1.71% 3.44%

Cumulative Total Return is the compound rate of return on a hypothetical initial
investment of $1000 for a specified period. Cumulative total return quotations
reflect the change in the price of the Fund's shares and assume that all
dividends and capital gains distributions were reinvested in Fund shares.
Cumulative total return is calculated by finding the compound rates of return of
hypothetical investment over such period, according to the following formula
(cumulative total return is then expressed as a percentage):

C = (ERV/P) - 1

Where:

C = cumulative total return

P = a hypothetical initial investment of $1,000

ERV = ending redeemable value: ERV is the value, at the end of
the applicable period, of a hypothetical $1,000 investment
made at the beginning of the applicable period.

Cumulative Total Return for periods ended 12/31/96

One Year Five Years Ten Years

-10.92% -8.25% 40.27%

Total Return is the rate of return on an investment for a specified period of
time calculated in the same manner as cumulative total return.

Capital Change measures the return from invested capital including reinvested
capital gains distributions. Capital change does not include the reinvestment of
income dividends.

The investment results of the Fund will tend to fluctuate over time, so
that current distributions, total returns and capital change should not be
considered representations of what an investment may earn in any future period.
Actual distributions will tend to reflect changes in market yields, and will
also depend upon the level of the Fund's expenses, realized investment gains and
losses, and the results of the Fund's investment policies. Thus, at any point in
time, current distributions or total returns may be either higher or lower than
past results, and there is no assurance that any historical performance record
will continue.

39
<PAGE>

Quotations of the Fund's performance are based on historical earnings
and are not intended to indicate future performance of the Fund. An investor's
shares when redeemed may be worth more or less than their original cost.
Performance of the Fund will vary based on changes in market conditions and the
level of the Fund's expenses.

Comparison of non-standard performance data of various investments is
valid only if such performance is calculated in the same manner. Since there are
different methods of calculating performance, investors should consider the
effect of the methods used to calculate performance when comparing performance
of the Fund with performance quoted with respect to other investment companies
or types of investments.

Comparison of Fund Performance

A comparison of the quoted non-standard performance offered for various
investments is valid only if performance is calculated in the same manner. Since
there are different methods of calculating performance, investors should
consider the effects of the methods used to calculate performance when comparing
performance of the Fund with performance quoted with respect to other investment
companies or types of investments.

In connection with communicating its performance to current or
prospective shareholders, the Fund also may compare these figures to the
performance of unmanaged indices which may assume reinvestment of dividends or
interest but generally do not reflect deductions for administrative and
management costs. Examples include, but are not limited to the Dow Jones
Industrial Average, the Consumer Price Index, Standard & Poor's 500 Composite
Stock Price Index (S&P 500), the NASDAQ OTC Composite Index, the NASDAQ
Industrials Index, the Russell 2000 Index, and statistics published by the Small
Business Administration.

Because some or all of the Fund's investments are denominated in
foreign currencies, the strength or weakness of the U.S. dollar as against these
currencies may account for part of the Fund's investment performance. Historical
information on the value of the dollar versus foreign currencies may be used
from time to time in advertisements concerning the Fund. Such historical
information is not indicative of future fluctuations in the value of the U.S.
dollar against these currencies. In addition, marketing materials may cite
country and economic statistics and historical stock market performance for any
of the countries in which the Fund invests, including, but not limited to, the
following: population growth, gross domestic product, inflation rate, average
stock market price-earnings ratios and the total value of stock markets. Sources
for such statistics may include official publications of various foreign
governments and exchanges.

From time to time, in advertising and marketing literature, this Fund's
performance may be compared to the performance of broad groups of mutual funds
with similar investment goals, as tracked by independent organizations such as,
Investment Company Data, Inc. ("ICD"), Lipper Analytical Services, Inc.
("Lipper"), CDA Investment Technologies, Inc. ("CDA"), Morningstar, Inc., Value
Line Mutual Fund Survey and other independent organizations. When these
organizations' tracking results are used, the Fund will be compared to the
appropriate fund category, that is, by fund objective and portfolio holdings, or
to the appropriate volatility grouping, where volatility is a measure of a
fund's risk. For instance, a Scudder growth fund will be compared to funds in
the growth fund category; a Scudder income fund will be compared to funds in the
income fund category; and so on. Scudder funds (except for money market funds)
may also be compared to funds with similar volatility, as measured statistically
by independent organizations. In addition, the Fund's performance may also be
compared to the performance of broad groups of comparable mutual funds.
Unmanaged indices with which the Fund's performance may be compared include, but
are not limited to, the following:

The Europe/Australia/Far East (EAFE) Index
International Finance Corporation's Latin America Investable
Total Return Index
Morgan Stanley Capital International World Index
J.P. Morgan Global Traded Bond Index
Salomon Brothers World Government Bond Index
NASDAQ Composite Index
Wilshire 5000 Stock Index

From time to time, in marketing and other Fund literature,
(Trustees)(Directors) and officers of the Fund, the Fund's portfolio manager, or
members of the portfolio management team may be depicted and quoted to give

40
<PAGE>

prospective and current shareholders a better sense of the outlook and approach
of those who manage the Fund. In addition, the amount of assets that the Adviser
has under management in various geographical areas may be quoted in advertising
and marketing materials.

The Fund may be advertised as an investment choice in Scudder's college
planning program. The description may contain illustrations of projected future
college costs based on assumed rates of inflation and examples of hypothetical
fund performance, calculated as described above.

Statistical and other information, as provided by the Social Security
Administration, may be used in marketing materials pertaining to retirement
planning in order to estimate future payouts of social security benefits.
Estimates may be used on demographic and economic data.

Marketing and other Fund literature may include a description of the
potential risks and rewards associated with an investment in the Fund. The
description may include a "risk/return spectrum" which compares the Fund to
other Scudder funds or broad categories of funds, such as money market, bond or
equity funds, in terms of potential risks and returns. Money market funds are
designed to maintain a constant $1.00 share price and have a fluctuating yield.
Share price, yield and total return of a bond fund will fluctuate. The share
price and return of an equity fund also will fluctuate. The description may also
compare the Fund to bank products, such as certificates of deposit. Unlike
mutual funds, certificates of deposit are insured up to $100,000 by the U.S.
government and offer a fixed rate of return.

Because bank products guarantee the principal value of an investment
and money market funds seek stability of principal, these investments are
considered to be less risky than investments in either bond or equity funds,
which may involve the loss of principal. However, all long-term investments,
including investments in bank products, may be subject to inflation risk, which
is the risk of erosion of the value of an investment as prices increase over a
long time period. The risks/returns associated with an investment in bond or
equity funds depend upon many factors. For bond funds these factors include, but
are not limited to, a fund's overall investment objective, the average portfolio
maturity, credit quality of the securities held, and interest rate movements.
For equity funds, factors include a fund's overall investment objective, the
types of equity securities held and the financial position of the issuers of the
securities. The risks/returns associated with an investment in international
bond or equity funds also will depend upon currency exchange rate fluctuation.

A risk/return spectrum generally will position the various investment
categories in the following order: bank products, money market funds, bond funds
and equity funds. Shorter-term bond funds generally are considered less risky
and offer the potential for less return than longer-term bond funds. The same is
true of domestic bond funds relative to international bond funds, and bond funds
that purchase higher quality securities relative to bond funds that purchase
lower quality securities. Growth and income equity funds are generally
considered to be less risky and offer the potential for less return than growth
funds. In addition, international equity funds usually are considered more risky
than domestic equity funds but generally offer the potential for greater return.

Risk/return spectrums also may depict funds that invest in both
domestic and foreign securities or a combination of bond and equity securities.

Evaluation of Fund performance or other relevant statistical
information made by independent sources may also be used in advertisements
concerning the Fund, including reprints of, or selections from, editorials or
articles about this Fund. Sources for Fund performance information and articles
about the Fund include the following:

American Association of Individual Investors' Journal, a monthly publication of
the AAII that includes articles on investment analysis techniques.

Asian Wall Street Journal, a weekly Asian newspaper that often reviews U.S.
mutual funds investing internationally.

Banxquote, an on-line source of national averages for leading money market and
bank CD interest rates, published on a weekly basis by Masterfund, Inc. of
Wilmington, Delaware.

Barron's, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance data.

41
<PAGE>

Business Week, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds investing abroad.

CDA Investment Technologies, Inc., an organization which provides performance
and ranking information through examining the dollar results of hypothetical
mutual fund investments and comparing these results against appropriate market
indices.

Consumer Digest, a monthly business/financial magazine that includes a "Money
Watch" section featuring financial news.

Financial Times, Europe's business newspaper, which features from time to time
articles on international or country-specific funds.

Financial World, a general business/financial magazine that includes a "Market
Watch" department reporting on activities in the mutual fund industry.

Forbes, a national business publication that from time to time reports the
performance of specific investment companies in the mutual fund industry.

Fortune, a national business publication that periodically rates the performance
of a variety of mutual funds.

The Frank Russell Company, a West-Coast investment management firm that
periodically evaluates international stock markets and compares foreign equity
market performance to U.S. stock market performance.

Global Investor, a European publication that periodically reviews the
performance of U.S. mutual funds investing internationally.

IBC Money Fund Report, a weekly publication of IBC Financial Data, Inc.,
reporting on the performance of the nation's money market funds, summarizing
money market fund activity and including certain averages as performance
benchmarks, specifically "IBC's Money Fund Average," and "IBC's Government Money
Fund Average."

Ibbotson Associates, Inc., a company specializing in investment research and
data.

Investment Company Data, Inc., an independent organization which provides
performance ranking information for broad classes of mutual funds.

Investor's Business Daily, a daily newspaper that features financial, economic,
and business news.

Kiplinger's Personal Finance Magazine, a monthly investment advisory publication
that periodically features the performance of a variety of securities.

Lipper Analytical Services, Inc.'s Mutual Fund Performance Analysis, a weekly
publication of industry-wide mutual fund averages by type of fund.

Money, a monthly magazine that from time to time features both specific funds
and the mutual fund industry as a whole.

Morgan Stanley International, an integrated investment banking firm that
compiles statistical information.

Mutual Fund Values, a biweekly Morningstar, Inc. publication that provides
ratings of mutual funds based on fund performance, risk and portfolio
characteristics.

The New York Times, a nationally distributed newspaper which regularly covers
financial news.

42
<PAGE>

The No-Load Fund Investor, a monthly newsletter, published by Sheldon Jacobs,
that includes mutual fund performance data and recommendations for the mutual
fund investor.

No-Load Fund*X, a monthly newsletter, published by DAL Investment Company, Inc.,
that reports on mutual fund performance, rates funds and discusses investment
strategies for the mutual fund investor.

Personal Investing News, a monthly news publication that often reports on
investment opportunities and market conditions.

Personal Investor, a monthly investment advisory publication that includes a
"Mutual Funds Outlook" section reporting on mutual fund performance measures,
yields, indices and portfolio holdings.

Smart Money, a national personal finance magazine published monthly by Dow Jones
and Company, Inc. and The Hearst Corporation. Focus is placed on ideas for
investing, spending and saving.

Success, a monthly magazine targeted to the world of entrepreneurs and growing
business, often featuring mutual fund performance data.

United Mutual Fund Selector, a semi-monthly investment newsletter, published by
Babson United Investment Advisors, that includes mutual fund performance data
and reviews of mutual fund portfolios and investment strategies.

USA Today, a leading national daily newspaper.

U.S. News and World Report, a national news weekly that periodically reports
mutual fund performance data.

Value Line Mutual Fund Survey, an independent organization that provides
biweekly performance and other information on mutual funds.

The Wall Street Journal, a Dow Jones and Company, Inc. newspaper which regularly
covers financial news.

Wiesenberger Investment Companies Services, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds, management policies, salient features, management results,
income and dividend records and price ranges.

Working Woman, a monthly publication that features a "Financial Workshop"
section reporting on the mutual fund/financial industry.

Worth, a national publication put out 10 times per year by Capital Publishing
Company, a subsidiary of Fidelity Investments. Focus is placed on personal
financial journalism.

Taking a Global Approach

Many U.S. investors limit their holdings to U.S. securities because
they assume that international or global investing is too risky. While there are
risks connected with investing overseas, it's important to remember that no
investment -- even in blue-chip domestic securities -- is entirely risk free.
Looking outside U.S. borders, an investor today can find opportunities that
mirror domestic investments -- everything from large, stable multinational
companies to start-ups in emerging markets. To determine the level of risk with
which you are comfortable, and the potential for reward you're seeking over the
long term, you need to review the type of investment, the world markets, and
your time horizon.

The U.S. is unusual in that it has a very broad economy that is well
represented in the stock market. However, many countries around the world are
not only undergoing a revolution in how their economies operate, but also in
terms of the role their stock markets play in financing activities. There is
vibrant change throughout the global economy and all of this represents
potential investment opportunity.

43
<PAGE>

Investing beyond the United States can open this world of opportunity,
due partly to the dramatic shift in the balance of world markets. In 1970, the
United States alone accounted for two-thirds of the value of the world's stock
markets. Now, the situation is reversed -- only 35% of global stock market
capitalization resides here. There are companies in Southeast Asia that are
starting to dominate regional activity; there are companies in Europe that are
expanding outside of their traditional markets and taking advantage of faster
growth in Asia and Latin America; other companies throughout the world are
getting out from under state control and restructuring; developing countries
continue to open their doors to foreign investment.

Stocks in many foreign markets can be attractively priced. The global
stock markets do not move in lock step. When the valuations in one market rise,
there are other markets that are less expensive. There is also volatility within
markets in that some sectors may be more expensive while others are depressed in
valuation. A wider set of opportunities can help make it possible to find the
best values available.

International or global investing offers diversification because the
investment is not limited to a single country or economy. In fact, many experts
agree that investment strategies that include both U.S. and non-U.S.
investments strike the best balance between risk and reward.

Scudder's 30% Solution

The 30 Percent Solution -- A Global Guide for Investors Seeking Better
Performance With Reduced Portfolio Risk is a booklet, created by Scudder, to
convey its vision about the new global investment dynamic. This dynamic is a
result of the profound and ongoing changes in the global economy and the
financial markets. The booklet explains how Scudder believes an equity
investment portfolio with up to 30% in international holdings and 70% in
domestic holdings can improve long-term performance while simultaneously helping
to reduce overall risk.

FUND ORGANIZATION

(See "Fund organization" in the Fund's prospectus.)

The Fund was incorporated under the laws of the State of Maryland in
1961.

The authorized capital stock of the Fund consists of 600,000,000 shares
of a par value of $.33 1/3 each--all of one class and all having equal rights as
to voting, redemption, dividends and liquidation. All shares issued and
outstanding are fully paid and non-assessable, transferable, and redeemable at
net asset value at the option of the shareholder. Shares have no preemptive or
conversion rights.

The shares of the Fund have non-cumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of
directors can elect 100% of the directors if they choose to do so, and, in such
event, the holders of the remaining less than 50% of the shares voting for the
election of directors will not be able to elect any person or persons to the
Board of Directors.

To the knowledge of the Fund, no person is a control person of the Fund
within the meaning ascribed to such term under the Securities Act of 1933, as
amended.

As of March 31, 1997, all Directors and officers of the Fund as a group
owned beneficially (as that term is defined in Section 13(d) of the Securities
Exchange Act of 1934) less than 1% of the Fund.

As of March 31, 1997, 5,507,653 shares in the aggregate, 12.08% of the
outstanding shares of the Fund, were held in the name of Charles Schwab & Co.,
101 Montgomery Street, San Francisco, CA 94104 who may be deemed to be the
beneficial owner of certain of these shares, but disclaims any beneficial
ownership therein.

To the best of the Fund's knowledge, as of March 31, 1997, no person
owned beneficially more than 5% of the Fund's outstanding shares except as
stated above.

44
<PAGE>

INVESTMENT ADVISORY ARRANGEMENTS

(See "Fund organization" in the Fund's prospectus.)

At a special meeting held on December 21, 1993, shareholders of the
Fund approved an Investment Management Agreement with Scudder, Stevens & Clark,
Inc., succeeding Asia Management as the Fund's investment adviser. This
agreement has the effect of reducing the total advisory fees paid by the Fund.
The shareholders' approval of this agreement was ratified at a special meeting
held on July 22, 1994.

Scudder, Stevens & Clark, Inc. is one of the most experienced
investment management firms in the United States. It was established as a
partnership in 1919 and pioneered the practice of providing investment counsel
to individual clients on a fee basis. In 1928 it introduced the first no-load
mutual fund to the public. In 1953, the Adviser introduced the Scudder
International Fund, the first mutual fund available in the U.S. investing
internationally in securities of issuers in several foreign countries.

The principal source of the Adviser's income is professional fees
received from providing continuous investment advice, and the firm derives no
income from brokerage or underwriting of securities. Today, it provides
investment counsel for many individuals and institutions, including insurance
companies, colleges, industrial corporations, and financial and banking
organizations. In addition, it manages Montgomery Street Income Securities,
Inc., Scudder California Tax Free Trust, Scudder Cash Investment Trust, Scudder
Equity Trust, Scudder Fund, Inc., Scudder Funds Trust, Scudder Global Fund,
Inc., Scudder GNMA Fund, Scudder Portfolio Trust, Scudder Institutional Fund,
Inc., Scudder International Fund, Inc., Scudder Investment Trust, Scudder
Municipal Trust, Scudder Mutual Funds, Inc., Scudder New Asia Fund, Inc.,
Scudder New Europe Fund, Inc., Scudder Pathway Series, Scudder Securities Trust,
Scudder State Tax Free Trust, Scudder Tax Free Money Fund, Scudder Tax Free
Trust, Scudder U.S. Treasury Money Fund, Scudder Variable Life Investment Fund,
Scudder World Income Opportunities Fund, Inc., The Argentina Fund, Inc., The
Brazil Fund, Inc., The First Iberian Fund, Inc., The Korea Fund, Inc., The Japan
Fund, Inc. and The Latin America Dollar Income Fund, Inc. Some of the foregoing
companies or trusts have two or more series.

The Adviser also provides investment advisory services to the mutual
funds which comprise the AARP Investment Program from Scudder. The AARP
Investment Program from Scudder has assets over $13 billion and includes the
AARP Growth Trust, AARP Income Trust, AARP Tax Free Income Trust, AARP Managed
Investment Portfolios Trust and AARP Cash Investment Funds.

The Adviser maintains a large research department, which conducts
continuous studies of the factors that affect the position of various
industries, companies and individual securities. The Adviser receives published
reports and statistical compilations from issuers and other sources, as well as
analyses from brokers and dealers who may execute portfolio transactions for the
Adviser's clients. However, the Adviser regards this information and material as
an adjunct to its own research activities. Scudder's international investment
management team travels the world, researching hundreds of companies. In
selecting the securities in which the Fund may invest, the conclusions and
investment decisions of the Adviser with respect to the Fund are based primarily
on the analyses of its own research department.

Certain investments may be appropriate for the Fund and also for other
clients advised by the Adviser. Investment decisions for the Fund and other
clients are made with a view to achieving their respective investment objectives
and after consideration of such factors as their current holdings, availability
of cash for investment and the size of their investments generally. Frequently,
a particular security may be bought or sold for only one client or in different
amounts and at different times for more than one but less than all clients.
Likewise, a particular security may be bought for one or more clients when one
or more other clients are selling the security. In addition, purchases or sales
of the same security may be made for two or more clients on the same day. In
such event, such transactions will be allocated among the clients in a manner
believed by the Adviser to be equitable to each. In some cases, this procedure
could have an adverse effect on the price or amount of the securities purchased
or sold by the Fund. Purchase and sale orders for the Fund may be combined with
those of other clients of the Adviser in the interest of achieving the most
favorable net results to the Fund.

The Investment Management Agreement between the Fund and the Adviser
dated and effective January 1, 1994, (the "Agreement"), was last approved by the
Directors on October 25, 1996 and will continue in effect until October 31, 1997

45
<PAGE>

and from year to year thereafter only if its continuance is approved annually by
the vote of a majority of those Directors who are not parties to such Agreement
or interested persons of the Adviser or the Fund, cast in person at a meeting
called for the purpose of voting on such approval, and either by a vote of the
Fund's Directors or of a majority of the outstanding voting securities of the
Fund. The Agreement may be terminated at any time without payment of penalty by
either party on sixty days' written notice, and automatically terminates in the
event of its assignment.

Under the Agreement, the Adviser regularly provides the Fund with
continuing investment management for the Fund's portfolio consistent with the
Fund's investment objectives, policies and restrictions and determines what
securities shall be purchased, held or sold and what portion of the Fund's
assets shall be held uninvested, subject to the Fund's Articles, By-Laws, the
1940 Act, the Internal Revenue Code of 1986 and to the Fund's investment
objective, policies and restrictions, and subject, further, to such policies and
instructions as the Board of Directors of the Fund may from time to time
establish.

Under the Agreement, the Adviser renders significant administrative
services (not otherwise provided by third parties) necessary for the Fund's
operations as an open-end investment company including, but not limited to,
preparing reports and notices to the Directors and shareholders; supervising,
negotiating contractual arrangements with, and monitoring various third-party
service providers to the Fund (such as the Fund's transfer agent, pricing
agents, custodian, accountants and others); preparing and making filings with
the Commission and other regulatory agencies; assisting in the preparation and
filing of the Fund's federal, state and local tax returns; preparing and filing
the Fund's federal excise tax returns; assisting with investor and public
relations matters; monitoring the valuation of securities and the calculation of
net asset value; monitoring the registration of shares of the Fund under
applicable federal and state securities laws; maintaining the Fund's books and
records to the extent not otherwise maintained by a third party; assisting in
establishing accounting policies of the Fund; assisting in the resolution of
accounting and legal issues; establishing and monitoring the Fund's operating
budget; processing the payment of the Fund's bills; assisting the Fund in, and
otherwise arranging for, the payment of distributions and dividends and
otherwise assisting the Fund in the conduct of its business, subject to the
direction and control of the Directors.

The Adviser pays the compensation and expenses of all Directors,
officers and executive employees (except expenses incurred attending Board and
committee meetings outside New York, New York or Boston, Massachusetts) of the
Fund affiliated with the Adviser and makes available, without expense to the
Fund, the services of such Directors, officers and employees of the Adviser as
may duly be elected officers of the Fund, subject to their individual consent to
serve and to any limitations imposed by law, and provides the Fund's office
space and facilities.

For its services under the Agreement, the Adviser receives a monthly
fee, payable in dollars, equal on an annual basis to 0.85 of 1% of the first
$100 million of average daily net assets, 0.75 of 1% on assets in excess of $100
million up to and including $300 million, 0.70 of 1% on assets in excess of $300
million up to and including $600 million, and 0.65 of 1% of assets in excess of
$600 million. For purposes of computing the monthly fee, the average daily net
assets of the Fund is determined as of the close of business on each business
day of each month throughout the year.

Under the Agreement the Fund is responsible for all of its other
expenses including: organizational costs, fees and expenses incurred in
connection with membership in investment company organizations; brokers'
commissions; legal, auditing and accounting expenses; taxes and governmental
fees; the fees and expenses of the Transfer Agent; the cost of preparing share
certificates or any other expenses of issue, sale, underwriting, distribution,
redemption or repurchase of shares; the expenses of and the fees for registering
or qualifying securities for sale; the fees and expenses of Directors, officers
and employees of the Fund who are not affiliated with the Adviser; the cost of
printing and distributing reports and notices to stockholders; and the fees and
disbursements of custodians. The Fund may arrange to have third parties assume
all or part of the expenses of sale, underwriting and distribution of shares of
the Fund. The Fund is also responsible for its expenses of shareholders'
meetings, the cost of responding to shareholders' inquiries, and its expenses
incurred in connection with litigation, proceedings and claims and the legal
obligation it may have to indemnify its officers and Directors of the Fund with
respect thereto. The custodian agreement provides that the custodian shall
compute the net asset value.

The Agreement expressly provides that the Adviser shall not be required
to pay a pricing agent of any Fund for portfolio pricing services, if any.

46
<PAGE>

Pursuant to certain state laws, the Adviser is required to reimburse
the Fund for annual expenses to the extent required by the lowest expense
limitations imposed by the states in which the Fund is at the time offering its
shares for sale, although no payments are required to be made by the Adviser
pursuant to this reimbursement provision in excess of the annual fee paid by the
Fund to the Adviser. The Adviser has been advised that the lowest such
limitation is presently 2 1/2% of average daily net assets up to $30,000,000, 2%
of the next $70,000,000 of such net assets and 1 1/2% of such net assets in
excess of that amount. Certain expenses such as brokerage commissions, taxes,
extraordinary expenses and interest are excluded from such limitations. If
reimbursement is required, it will be made as promptly as practicable after the
end of the Fund's fiscal year. However, no fee payment will be made to the
Adviser during any fiscal year which will cause year-to-date expenses to exceed
the cumulative pro-rata expense limitation at the time of such payment.

Personal Investments by Employees of the Adviser

Employees of the Adviser are permitted to make personal securities
transactions, subject to requirements and restrictions set forth in the
Adviser's Code of Ethics. The Code of Ethics contains provisions and
requirements designed to identify and address certain conflicts of interest
between personal investment activities and the interests of investment advisory
clients such as the Fund. Among other things, the Code of Ethics, which
generally complies with standards recommended by the Investment Company
Institute's Advisory Group on Personal Investing, prohibits certain types of
transactions absent prior approval, imposes time periods during which personal
transactions may not be made in certain securities, and requires the submission
of duplicate broker confirmations and monthly reporting of securities
transactions. Additional restrictions apply to portfolio managers, traders,
research analysts and others involved in the investment advisory process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
<TABLE>
<CAPTION>

DIRECTORS AND OFFICERS

Name, Age and Address Position with Fund Principal Occupation***
- --------------------- ------------------ -----------------------
<S> <C> <C>

Henry Rosovsky (69)* Chairman of the Board and Professor,
Harvard University Director Harvard University
17 Quincy Street
Cambridge, MA 02138

Lynn Birdsong (50)# President Managing Director,
Scudder, Stevens & Clark, Inc.

William L. Givens (67) Director President,
Twain Associates, Inc. Twain Associates
553 Boylston Street
Brookline, MA 02146

William H. Gleysteen, Jr. (70) Director Consultant
4937 Crescent Street
Bethesda, MD 20816

John F. Loughran (65) Director Retired Senior Adviser for Asia
711 Silvergate Avenue Pacific to J.P. Morgan & Co., Inc.
Point Loma
San Diego, CA 92106

47
<PAGE>

Name, Age and Address Position with Fund Principal Occupation***
- --------------------- ------------------ -----------------------

Yoshihiko Miyauchi (61) Director President and Chief Executive
World Trade Center Officer of ORIX Corporation
Building 2-4-1
Hamamatsu-cho, Minato-ku
Tokyo, Japan

William V. Rapp (58) Director Managing Director,
131 Begbie Rue Associates;
University of Victoria Professor, University of Victoria;
Victoria, BC Canada Senior Research Fellow,
Columbia University Center on Japan
Economy and Business

O. Robert Theurkauf (69)*# Director Advisory Managing Director, Scudder,
Stevens & Clark, Inc.

Shoji Umemura (77)* Director Board Counselor,
The Nikko Securities Co., Ltd. The Nikko Securities Co., Ltd.
3-1-1, Marunouchi, Chiyoda-ku
Tokyo, Japan

Hiroshi Yamanaka (84) Director Adviser to the Board,
Meiji Mutual Life The Meiji Mutual Life
Insurance Company Insurance Company
2-1-1, Marunouchi, Chiyoda-ku
Tokyo, Japan

Tristan E. Beplat (84) Honorary Director Director, Daiwa Bank
One Haslet Avenue & Trust Co., Yasuda Fire
Princeton, NJ 08540 and Marine Insurance Company of
America

Allan Comrie (77) Honorary Director Director,
40 Sheridan Drive Petroleum & Resources Corp., The
New Canaan, CT 06840 Adams Express Co.

Jonathan Mason (81) Honorary Director Retired First Vice President
12092 Longwood Green Drive Prudential-Bache Securities, Inc.
West Palm Beach, FL 33414

James W. Morley (75) Honorary Director Professor of Political Science
145 Piermont Road Emeritus
Closter, NJ 07624 Columbia University

Robert G. Stone, Jr. (74) Honorary Director Chairman of the Board
Kirby Corporation and Director,
405 Lexington Ave - 39th Fl. Kirby Corporation
New York, NY 10174

Elizabeth J. Allan (43)# Vice President Principal,
Scudder, Stevens & Clark, Inc.

48
<PAGE>

Name, Age and Address Position with Fund Principal Occupation***
- --------------------- ------------------ -----------------------

William E. Holzer (47)# Vice President Managing Director,
Scudder, Stevens & Clark, Inc.

Thomas W. Joseph (57)**+ Vice President Principal,
Scudder, Stevens & Clark, Inc.

Seung K. Kwak (35)# Vice President Managing Director,
Scudder, Stevens & Clark, Inc.

Edward J. O'Connell (51)# Vice President Principal,
Scudder, Stevens & Clark, Inc.

Miyuki Wakatsuki (60) Vice President General Manager,
17-9, Nihonbashi-Hakozakicho Japan Fund Office,
Chuo-Ku Nikko International Capital
Tokyo 103, Japan Management Co., Ltd.

Gina Provenzano (55)# Vice President and Treasurer Vice President,
Scudder, Stevens & Clark, Inc.

Kathryn L. Quirk (44)# Vice President and Secretary Managing Director,
Scudder, Stevens & Clark, Inc.

Pamela A. McGrath (43)+ Assistant Treasurer Managing Director,
Scudder, Stevens & Clark, Inc.

Thomas F. McDonough (50)+ Assistant Secretary Principal,
Scudder, Stevens & Clark, Inc.

</TABLE>

* An "interested person" of the Fund as defined by the Investment Company
Act of 1940, as amended.
** Mr. Joseph is a vice president, director, treasurer and assistant clerk
of Scudder Investor Services, Inc., the Fund's principal underwriter.
*** Unless otherwise stated, all the directors and officers of the Fund
have been associated with their respective companies for more than five
years, but not necessarily in the same capacity.
# Address = 345 Park Avenue, New York, New York 10154-0010.
+ Address = Two International Place, Boston, Massachusetts 02110-4103

The Executive Committee of the Fund's Board of Directors, which
currently consists of Messrs. Loughran, Theurkauf and Rosovsky, has and may
exercise any or all of the powers of the Board of Directors in the management of
the business and affairs of the Fund when the Board is not in session, except as
provided by law and except the power to increase or decrease, or fill vacancies
on, the Board.

REMUNERATION

Several of the officers and Directors of the Fund may be officers of
Scudder, Stevens & Clark, Inc. or of The Nikko Securities Co., Ltd. The Fund
pays direct remuneration only to those officers of the Fund who are not
affiliated with Scudder or their affiliates. Each of the Directors who is not
affiliated with Scudder, Stevens & Clark, Inc. or The Nikko Securities Co., Ltd.
will be paid by the Fund. Each of these unaffiliated Directors receives an
annual Director's fee of $6,000 with the exception of the Chairman of the Board,
who receives $10,000 annually. Each Director also receives fees of $1,000 for
attending each meeting of the Board and $750 for attending each committee
meeting, or meeting held for the purpose of considering arrangements between the
Fund and Scudder, Stevens & Clark, Inc., or any of its other affiliates. Each
unaffiliated Director also receives $750 per committee meeting attended. As of
July 30, 1992, Honorary Directors of the Fund received $1,000 for each Board

49
<PAGE>

meeting attended. For the year ended December 31, 1996, Directors' fees and
expenses totaled $222,069.

The following table shows the aggregate compensation received by each
unaffiliated director during 1996 from The Japan Fund and from all Scudder funds
as a group.

Name The Japan Fund, Inc. All Scudder Funds
---- -------------------- -----------------

<S> <C> <C> <C>
Henry Rosovsky, $24,000 $24,000 (1 Fund)

William Givens, $16,250 $16,250 (1 Fund)

William H. Gleysteen, Jr., $16,250 $130,336 (13 Funds)

Nobuo Ishizaka, $16,250 $16,250 (1 Fund)

John F. Loughran, $14,500 $14,500 (1 Fund)

William V. Rapp, $16,250 $16,250 (1 Fund)

Hiroshi Yamanaka, $6,000 $6,000 (1 Fund)

Tristan E. Beplat, $2,000 $2,000 (1 Fund)
Honorary Director

Allan Comrie, $5,196 $5,196 (1 Fund)
Honorary Director

Jonathan Mason, $6,000 $6,000 (1 Fund)
Honorary Director

James W. Morley, $7,000 $7,000 (1 Fund)
Honorary Director

Robert G. Stone, Jr., $11,000 $12,272 (2 Funds)
Honorary Director

</TABLE>

DISTRIBUTOR

Under the terms of the Underwriting Agreement dated and effective
August 14, 1987, between the Fund and the Distributor, a Massachusetts
corporation, which is a subsidiary of Scudder, Stevens & Clark, Inc., the Fund
is responsible for: the payment of all fees and expenses in connection with the
preparation and filing with the Securities and Exchange Commission of its
registration statement and prospectus and any amendments and supplements
thereto; the registration and qualification of shares for sale in the various
states, including registering the Fund as a broker or dealer; the fees and
expenses of preparing, printing and mailing prospectuses (see below for expenses
relating to prospectuses paid by the Distributor), notices, proxy statements,
reports or other communications (including newsletters) to shareholders of the
Fund; the cost of printing and mailing confirmations of purchases of shares and
the prospectuses accompanying such confirmations; any issue taxes or any initial
transfer taxes; a portion of shareholder toll-free telephone charges and
expenses of service representatives, the cost of wiring funds for share
purchases and redemptions (unless paid by the shareholder who initiates the
transaction); the cost of printing and postage of business reply envelopes; and
a portion of the cost of computer terminals used by both the Fund and the
Distributor.

The Distributor will pay for printing and distributing prospectuses or
reports prepared for its use in connection with the offering of the shares to
the public and preparing, printing and mailing any other literature or
advertising in connection with the offering of shares of the Fund to the public.

50
<PAGE>

The Distributor will pay all fees and expenses in connection with its
qualification and registration as a broker or dealer under federal and state
laws, a portion of the cost of toll-free telephone service and expenses of
service representatives, a portion of the cost of computer terminals, and of any
activity which is primarily intended to result in the sale of the Fund's shares.

Scudder Investor Services, Inc. also acts as distributor for Scudder
California Tax Free Fund, Scudder California Tax Free Money Fund, Scudder
Capital Growth Fund, Scudder Cash Investment Trust, Scudder Fund, Inc., Scudder
Funds Trust, Scudder Global Fund, Inc., Scudder GNMA Fund, Scudder Institutional
Fund, Inc., Scudder International Fund, Inc., Scudder Investment Trust, Scudder
Municipal Trust, Scudder Massachusetts Tax Free Fund, Scudder New York Tax Free
Money Fund, Scudder Ohio Tax Free Fund, Scudder Pennsylvania Tax Free Fund,
Scudder Portfolio Trust, Scudder Securities Trust, Scudder Tax Free Money Fund,
Scudder Tax Free Target Fund, Scudder U.S. Treasury Money Fund, Scudder Variable
Life Investment Fund, AARP Growth Trust, AARP Income Trust, AARP Tax Free Income
Trust, AARP Managed Investment Portfolios Trust and AARP Cash Investment Funds.
Scudder, Stevens & Clark, Inc., pays the expenses of the operations of Scudder
Investor Services, Inc., with which it is affiliated.

NOTE: Although the Fund does not currently have a 12b-1 Plan and shareholder
approval would be required in order to adopt one, the underwriting agreement
provides that the Fund will also pay those fees and expenses permitted to be
paid or assumed by the Fund pursuant to a 12b-1 Plan, if any, adopted by the
Fund, notwithstanding any other provision to the contrary in the underwriting
agreement, and the Fund or a third party will pay those fees and expenses not
specifically allocated to the Distributor in the underwriting agreement.

As agent, the Distributor currently offers the Fund's shares on a
continuous basis to investors in all states. The underwriting agreement provides
that the Distributor accepts orders for shares at net asset value as no sales
commission or load is charged the investor. The Distributor has made no firm
commitment to acquire shares of the Fund.

TAXES

(See "Distribution and performance information--Dividends and Capital
Gains Distributions" and "Transaction Information -- Tax Information,
Tax Identification Number" in the Fund's prospectus.)

United States Federal Income Taxation

The following is a general discussion of certain U.S. federal income
tax consequences relating to the status of the Fund and to the tax treatment of
distributions by the Fund to shareholders. This discussion is based on the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
Revenue Rulings and judicial decisions as of the date hereof, all of which may
be changed either retroactively or prospectively. This discussion does not
address all aspects of U.S. federal income taxation that may be relevant to
shareholders in light of their particular circumstances or to shareholders
subject to special treatment under U.S. federal income tax laws (e.g., certain
financial institutions, insurance companies, dealers in stock or securities,
tax-exempt organizations, persons who have entered into hedging transactions
with respect to shares of the Fund, persons who borrow in order to acquire
shares, and certain foreign taxpayers).

Prospective shareholders should consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund.

The Fund and its Investments. The Fund intends to qualify for and elect the
special tax treatment applicable to "regulated investment companies" under
Sections 851-855 of the Code.

To so qualify, the Fund must, among other things: (a) derive at least
90% of its gross income in each taxable year from dividends, interest, payments
with respect to securities loans and gains from the sale or other disposition of
stock, securities or foreign currencies, or other income (including, but not
limited to, gains from options, futures or forward contracts) derived with
respect to its business of investing in such stock, securities or currencies;
(b) derive less than 30% of its gross income in each taxable year from the sale
or other disposition of (i) stock or securities held for less than three months,
(ii) options, futures or forward contracts (other than options, futures or
forward contracts on foreign currencies) held for less than three months, and

51
<PAGE>

(iii) foreign currencies (or options, futures or forward contracts on foreign
currencies) held for less than three months but only if such currencies
(options, futures or forward contracts) are not directly related to the Fund's
principal business of investing in stock or securities (or options or futures
with respect to stock or securities); and (c) diversify its holdings so that, at
the end of each quarter of the Fund's taxable year, (i) at least 50% of the
value of the Fund's total assets is represented by cash and cash items,
securities of other regulated investment companies, United States Government
securities and other securities, with such other securities limited, in respect
of any one issuer, to an amount not greater than 5% of the value of the Fund's
total assets and not greater than 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of the Fund's total assets
is invested in the securities of any one issuer (other than United States
Government securities or securities of other regulated investment companies) or
in any issuers of the same industry that are controlled by the Fund. The Fund
anticipates that, in general, its foreign currency gains will be directly
related to its principal business of investing in stock and securities.

Qualification and election as a "regulated investment company" involve
no supervision of investment policy or management by any government agency. As a
regulated investment company, the Fund generally will not be subject to U.S.
federal income tax on its net investment income and net long-term and short-term
capital gains, if any, that it distributes to its shareholders, provided that at
least 90% of its "investment company taxable income" (determined without regard
to the deduction for dividends paid) is distributed or deemed distributed. The
Fund will generally be subject to tax at regular U.S. federal corporate income
tax rates on any income or gains which are not treated as distributed and, under
certain circumstances, in respect of investments in passive foreign investment
companies as described below. Furthermore, the Fund will also be subject to a
U.S. federal corporate income tax with respect to distributed amounts in any
year that it fails to qualify as a regulated investment company or fails to meet
the applicable distribution requirement. Although all or a portion of the Fund's
taxable income (including any net capital gains) for a calendar year may be
distributed in January of the following year, such a distribution may be treated
for U.S. federal income tax purposes as having been received by shareholders
during the calendar year. In addition, the Fund intends to make sufficient
distributions in a timely manner in order to ensure that it will not be subject
to the 4% U.S. federal excise tax on certain undistributed income of regulated
investment companies.

The Fund generally intends to distribute all of its net investment
income, net short-term capital gains and net long-term capital gains (which
consist of net long-term capital gains in excess of net short-term capital
losses) in a timely manner. If any net capital gains are retained by the Fund
for reinvestment, requiring Federal income taxes to be paid thereon by the Fund,
the Fund will elect to treat such capital gains as having been distributed to
shareholders. As a result, each shareholder will report such capital gains as
long-term capital gains, will be able to claim his share of U.S. federal income
taxes paid by the Fund on such gains as a credit or refund against his own U.S.
federal income tax liability and will be entitled to increase the adjusted tax
basis of his Fund shares by the difference between his pro rata share of such
gains and the related credit or refund.

The Fund may invest in shares of certain foreign corporations which may
be classified under the Code as passive foreign investment companies ("PFICs").
If the Fund receives a so-called "excess distribution" with respect to PFIC
stock, the Fund itself may be subject to a tax on a portion of the excess
distribution. Certain distributions from a PFIC as well as gains from the sale
of the PFIC shares are treated as "excess distributions." In general, under the
PFIC rules, an excess distribution is treated as having been realized ratably
over the period during which the Fund held the PFIC shares. The Fund will be
subject to tax on the portion, if any, of an excess distribution that is
allocated to prior Fund taxable years and an interest factor will be added to
the tax, as if the tax had been payable in such prior taxable years. Excess
distributions allocated to the current taxable year are characterized as
ordinary income even though, absent application of the PFIC rules, certain
excess distributions might have been classified as capital gain.

Proposed regulations have been issued which may allow the Fund to make
an election to mark to market its shares of these foreign investment companies
in lieu of being subject to U.S. federal income taxation. At the end of each
taxable year to which the election applies, the Fund would report as ordinary
income the amount by which the fair market value of the foreign company's stock
exceeds the Fund's adjusted basis in these shares. No mark to market losses may
be recognized. The effect of the election would be to treat excess distributions
and gain on dispositions as ordinary income which is not subject to a fund level
tax when distributed to shareholders as a dividend. Alternatively, the Fund may
elect to include as income and gain its share of the ordinary earnings and net
capital gain of certain foreign investment companies in lieu of being taxed in
the manner described above.

52
<PAGE>

Exchange control regulations may restrict repatriations of investment
income and capital or the proceeds of securities sales by foreign investors such
as the Fund and may limit the Fund's ability to make sufficient distributions to
satisfy the 90% and excise tax distribution requirements.

The Fund's transactions in foreign currencies, forward contracts,
options, and futures contracts (including options and futures contracts on
foreign currencies) will be subject to special provisions of the Code that,
among other things, may affect the character of gains and losses realized by the
Fund (i.e., may affect whether gains or losses are ordinary or capital),
accelerate recognition of income to the Fund or defer Fund losses. These rules
could therefore affect the character, amount and timing of distributions to
shareholders. These provisions also (a) will require the Fund to
"mark-to-market" certain types of the positions in its portfolio (i.e., treat
them as if they were sold), and (b) may cause the Fund to recognize income
without receiving cash with which to pay dividends or make distributions in
amounts necessary to satisfy the distribution requirements for avoiding income
and excise taxes. The Fund intends to monitor these transactions and to make the
appropriate tax elections and will make the appropriate entries in its books and
records when it acquires any foreign currency, forward contract, option, futures
contract, or hedged investment and will generally attempt to mitigate any
adverse effects of these rules in order to minimize or eliminate its tax
liabilities and to prevent disqualification of the Fund as a regulated
investment company.

Distributions. Distributions to shareholders of the Fund's net investment income
and distributions of net short-term capital gains will be taxable as ordinary
income to shareholders. Generally, dividends paid by the Fund will not qualify
for the dividends-received deduction available to corporations, because the
Fund's income generally will not consist of dividends paid by U.S. corporations.
Distributions of the Fund's net capital gains (designated as capital gain
dividends by the Fund) will be taxable to shareholders as long-term capital
gains, regardless of the length of time the shares have been held by a
shareholder and are not eligible for the dividends-received deduction.
Distributions in excess of the Fund's current and accumulated earnings and
profits will, as to each shareholder, be treated as a tax-free return of
capital, to the extent of a shareholder's adjusted basis in his shares of the
Fund, and as a capital gain thereafter (if the shareholder held his shares of
the Fund as capital assets).

Shareholders electing to receive distributions in the form of
additional shares will be treated for U.S. federal income tax purposes as
receiving a distribution in an amount equal to the fair market value, determined
as of the distribution date, of the shares received and will have a cost basis
in each share received equal to the fair market value of a share of the Fund on
the distribution date.

All distributions of net investment income and net capital gains,
whether received in shares or in cash, must be reported by each shareholder on
his U.S. federal income tax return. A distribution will be treated as paid
during a calendar year if it is declared by the Fund in October, November or
December of the year to holders of record in such a month and paid by January 31
of the following year. Such distributions will be taxable to shareholders as if
received on December 31 of such prior year, rather than in the year in which the
distributions are actually received.

Sale or Redemption of Shares. A shareholder may recognize a taxable gain or loss
if the shareholder sells or redeems his shares (which includes exchanging his
shares for shares of another Scudder Fund). A shareholder will generally be
subject to taxation based on the difference between his adjusted tax basis in
the shares sold or redeemed and the value of the cash or other property received
by him in payment therefor.

A shareholder who receives securities upon redeeming his shares will
have a tax basis in such securities equal to their fair market value on the
redemption date. A shareholder who subsequently sells any securities received
pursuant to a redemption will recognize taxable gain or loss to the extent that
the proceeds from such sale are greater or less than his tax basis in such
securities.

Any gain or loss arising from the sale or redemption of shares will be
treated as capital gain or loss if the shares are capital assets in the
shareholder's hands and will generally be long-term capital gain or loss if the
shares are held for more than one year and short-term capital gain or loss if
the shares are held for one year or less. Any loss realized on a sale or
redemption will be disallowed to the extent the shares disposed of are replaced
with substantially identical shares within a period beginning 30 days before and
ending 30 days after the disposition of the shares. In such a case, the basis of
the shares acquired will be adjusted to reflect the disallowed loss. Any loss
arising from the sale or redemption of shares held for six months or less will
be treated for U.S. federal tax purposes as a long-term capital loss to the
extent of any amount of capital gain dividends received by the shareholder with
respect to such share.

53
<PAGE>

Distributions by the Fund result in a reduction in the net asset value
of the Fund's shares. Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution would nevertheless be taxable to the
shareholder as ordinary income or capital gain as described above, even though,
from an investment standpoint, it may constitute a partial return of capital. In
particular, investors should consider the tax implications of buying shares just
prior to a distribution. Although the price of shares purchased at the time
includes the amount of the forthcoming distribution, the distribution will
nevertheless be taxable to them.

Foreign Taxes. As set forth below under "Japanese Taxation," it is expected that
certain income of the Fund will be subject to Japanese withholding taxes. If the
Fund is liable for foreign income taxes, including such Japanese withholding
taxes, the Fund expects to meet the requirements of the Code for
"passing-through" to its shareholders the foreign taxes paid, but there can be
no assurance that the Fund will be able to do so. Under the Code, if more than
50% of the value of the Fund's total assets at the close of the taxable year
consists of stock or securities of foreign corporations, the Fund will be
eligible, and may file an election with the Internal Revenue Service to
"pass-through" to the Fund's shareholders the amount of foreign income taxes
paid by the Fund. Pursuant to this election a shareholder will: (a) include in
gross income (in addition to taxable dividends actually received) the
shareholder's pro rata share of the foreign income taxes paid by the Fund; (b)
treat the shareholder's pro rata share of such foreign income taxes as having
been paid by the shareholder; and (c) subject to certain limitations, be
entitled either to deduct the shareholder's pro rata share of such foreign
income taxes in computing the shareholder's taxable income or to use it as a
foreign tax credit against U.S. income taxes. No deduction for foreign taxes may
be claimed by a shareholder who does not itemize deductions. A shareholder's
election to deduct rather than credit such foreign taxes may increase the
shareholder's alternative minimum tax liability, if applicable. Shortly after
any year for which it makes such an election, the Fund will report to its
shareholders, in writing, the amount per share of such foreign tax that must be
included in each shareholder's gross income and the amount which will be
available for deduction or credit.

Generally, a credit for foreign income taxes is subject to the
limitation that it may not exceed the shareholder's U.S. tax (before the credit)
attributable to the shareholder's total foreign source taxable income. For this
purpose, the portion of dividends and distributions paid by the Fund from its
foreign source income will be treated as foreign source income. The Fund's gains
and losses from the sale of securities, and currency gains and losses, will
generally be treated as derived from U.S. sources. The limitation on the foreign
tax credit is applied separately to foreign source "passive income," such as the
portion of dividends received from the Fund which qualifies as foreign source
income. Because of these limitations, a shareholder may be unable to claim a
credit for the full amount of the shareholder's proportionate share of the
foreign income taxes paid by the Fund.

If the Fund does not make the election, any foreign taxes paid or
accrued will represent an expense to the Fund which will reduce its net
investment income. Absent this election, shareholders will not be able to claim
either a credit or deduction for their pro rata portion of such taxes paid by
the Fund, nor will shareholders be required to treat as part of the amounts
distributed to them their pro rata portion of such taxes paid.

Backup Withholding. The Fund will be required to withhold U.S. federal income
tax at the rate of 31% of all taxable distributions payable to shareholders who
fail to provide the Fund with their correct taxpayer identification number or to
make required certifications, or who have been notified by the Internal Revenue
Service that they are subject to backup withholding. Corporate shareholders and
other shareholders specified in the Code are exempt from such backup
withholding. Backup withholding is not an additional tax. Any amounts withheld
may be credited against a shareholder's U.S. federal income tax liability.

Foreign Shareholders. A "Foreign Shareholder" is a person or entity that, for
U.S. federal income tax purposes, is a nonresident alien individual, a foreign
corporation, a foreign partnership, or a nonresident fiduciary of a foreign
estate or trust. If a distribution of the Fund's net investment income and net
short-term capital gains to a Foreign Shareholder is not effectively connected
with a U.S. trade or business carried on by the investor, such distribution will
be subject to withholding tax at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty.

Foreign Shareholders may be subject to an increased U.S. federal income
tax on their income resulting from the Fund's election (described above) to
"pass-through" amounts of foreign taxes paid by the Fund, but may not be able to
claim a credit or deduction with respect to the withholding tax for the foreign
taxes treated as having been paid by them.

54
<PAGE>

A Foreign Shareholder generally will not be subject to U.S. federal
income tax with respect to gain on the sale or redemption of shares of the Fund,
distributions from the Fund of net long-term capital gains, or amounts retained
by the Fund which are designated as undistributed capital gains unless the gain
is effectively connected with a trade or business of such shareholder in the
United States. In the case of a Foreign Shareholder who is a nonresident alien
individual, however, gain arising from the sale or redemption of shares of the
Fund, distributions of net long-term capital gains and amounts retained by the
Fund which are designated as undistributed capital gains ordinarily will be
subject to U.S. income tax at a rate of 30% if such individual is physically
present in the U.S. for 183 days or more during the taxable year and, in the
case of gain arising from the sale or redemption of Fund shares, either the gain
is attributable to an office or other fixed place of business maintained by the
shareholder in the United States or the shareholder has a "tax home" in the
United States.

The tax consequences to a Foreign Shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign Shareholders are advised to consult their own tax advisers with
respect to the particular tax consequences to them of investment in the Fund.

Notices. Shareholders will be notified annually by the Fund as to the U.S.
federal income tax status of the dividends, distributions, and deemed
distributions made by the Fund to its shareholder. Furthermore, shareholders
will also receive, if appropriate, various written notices after the close of
the Fund's taxable year regarding the U.S. federal income tax status of certain
dividends, distributions and deemed distributions that were paid (or that are
treated as having been paid) by the Fund to its shareholders during the
preceding taxable year.

Japanese Taxation

The operations of the Fund as described herein do not, in the opinion
of Nagashima & Ohno, Japanese counsel for the Fund, involve the creation in
Japan of a "permanent establishment" of the Fund by reason only of dealing in
Japanese securities (whether or not such dealings are effected through
securities firms or banks licensed in Japan) provided such dealings are
conducted by the Fund from outside of Japan pursuant to the tax convention
between the United States and Japan (the "Convention") as currently in force.
Pursuant to the Convention, a Japanese withholding tax at the maximum rate of
15% is, with certain exceptions, imposed upon dividends paid by a Japanese
corporation to the Fund. Pursuant to the present terms of the Convention,
interest received by the Fund from sources within Japan is subject to a Japanese
withholding tax at a maximum rate of 10%. In the opinion of Nagashima & Ohno,
pursuant to the Convention, capital gains of the Fund arising from its
investments as described herein are not taxable in Japan.

Generally, the Fund will be subject to the Japan securities transaction
tax on its sale of certain securities in Japan. The current rates of such tax
range from 0.03% to 0.30% depending upon the particular type of securities
involved. Transactions involving equity securities are currently taxed at the
highest rate.

BROKERAGE AND PORTFOLIO TURNOVER

Total brokerage commissions paid by the Fund amounted to $____________
for 1996, $2,438,600 for 1995 and $2,623,142 for 1994. Of such amounts,
commissions were paid by the Fund for brokerage services rendered by The Nikko
Securities Co., Ltd. ("Nikko Securities") in respect of portfolio transactions
by the Fund in the amounts of $____________ for 1996, $186,917 for 1995 and
$60,488 for 1994. Such amounts represented %, 7.6% and 2.3% of the total
brokerage commissions paid by the Fund in such years, respectively. The advisory
fee paid to NICAM was not reduced because of such brokerage commissions. During
the years ended December 31, 1996, 1995 and 1994, there were no commissions paid
or accrued by the Fund to J.P. Morgan Securities Asia, Ltd. The rate of total
portfolio turnover of the Fund for the years 1996, 1995 and 1994 was 72.6%,
69.9%, and 74.3%, respectively.

The Fund always seeks to place portfolio transactions with those
brokers which, in the opinion of the management of the Fund, provide the best
execution of Fund orders. The Fund considers the obtaining of the most favorable
price for Fund orders a major factor in best execution. Subject to this practice
of seeking the best execution, the Fund, in allocating brokerage, may consider
research information provided by brokers to the Fund or to the Adviser for use
in advising the Fund. Orders for portfolio transactions of the Fund may be
placed through Scudder Investor Services, Inc., which in turn places orders on
behalf of the Fund with other brokers and dealers. Scudder Investor Services,
Inc. receives no commissions, fees or other remuneration from the Fund for this
service.

55
<PAGE>

NET ASSET VALUE

The net asset value of shares of the Fund is computed as of the close
of regular trading on the New York Stock Exchange (the "Exchange") on each day
the Exchange is open for trading. The Exchange is scheduled to be closed on the
following holidays: New Year's Day, Presidents Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. Net asset value per
share is determined by dividing the value of the total assets of the Fund, less
all liabilities, by the total number of shares outstanding.

An exchange-traded equity security is valued at its most recent sale
price. Lacking any sales, the security is valued at the calculated mean between
the most recent bid quotation and the most recent asked quotation (the
"Calculated Mean"). Lacking a Calculated Mean, the security is valued at the
most recent bid quotation. An equity security which is traded on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") system is
valued at its most recent sale price. Lacking any sales, the security is valued
at the high or "inside" bid quotation. The value of an equity security not
quoted on the NASDAQ System, but traded in another over-the-counter market, is
its most recent sale price. Lacking any sales, the security is valued at the
Calculated Mean. Lacking a Calculated Mean, the security is valued at the most
recent bid quotation.

Debt securities, other than short-term securities, are valued at prices
supplied by the Fund's pricing agent(s) which reflect broker/dealer supplied
valuations and electronic data processing techniques. Short-term securities with
remaining maturities of sixty days or less are valued by the amortized cost
method, which the Board believes approximates market value. If it is not
possible to value a particular debt security pursuant to these valuation
methods, the value of such security is the most recent bid quotation supplied by
a bona fide marketmaker. If it is not possible to value a particular debt
security pursuant to the above methods, the Adviser may calculate the price of
that debt security, subject to limitations established by the Board.

An exchange traded options contract on securities, currencies, futures
and other financial instruments is valued at its most recent sale price on such
exchange. Lacking any sales, the options contract is valued at the Calculated
Mean. Lacking any Calculated Mean, the options contract is valued at the most
recent bid quotation in the case of a purchased options contract, or the most
recent asked quotation in the case of a written options contract. An options
contract on securities, currencies and other financial instruments traded
over-the-counter is valued at the most recent bid quotation in the case of a
purchased options contract and at the most recent asked quotation in the case of
a written options contract. Futures contracts are valued at the most recent
settlement price. Foreign currency exchange forward contracts are valued at the
value of the underlying currency at the prevailing exchange rate.

If a security is traded on more than one exchange, or upon one or more
exchanges and in the over-the-counter market, quotations are taken from the
market in which the security is traded most extensively.

If, in the opinion of the Fund's Valuation Committee, the value of a
portfolio asset as determined in accordance with these procedures does not
represent the fair market value of the portfolio asset, the value of the
portfolio asset is taken to be an amount which, in the opinion of the Valuation
Committee, represents fair market value on the basis of all available
information. The value of other portfolio holdings owned by the Fund is
determined in a manner which, in the discretion of the Valuation Committee most
fairly reflects fair market value of the property on the valuation date.

Following the valuations of securities or other portfolio assets in
terms of the currency in which the market quotation used is expressed ("Local
Currency"), the value of these portfolio assets in terms of U.S. dollars is
calculated by converting the Local Currency into U.S. dollars at the prevailing
currency exchange rate on the valuation date.

56
<PAGE>

ADDITIONAL INFORMATION

Experts

The financial statements of the Fund included in the Annual Report to
shareholders dated December 31, 1996, attached to this Statement of Additional
Information, have been examined by Price Waterhouse LLP, independent
accountants, in reliance upon the accompanying report of said firm, which report
is given upon their authority as experts in accounting and auditing.

Public Official Documents

The documents referred to after the tabular and textual information
appearing herein under the caption "JAPAN AND THE JAPANESE ECONOMY" and
"SECURITIES MARKETS IN JAPAN" as being the source of the statistical or other
information contained in such tables or text are in all cases public official
documents of Japan, its agencies, The Bank of Japan or the Japanese Stock
Exchange, with the exception of the public official documents of the United
Nations and of the International Monetary Fund.

Other Information

Many of the investment changes in the Fund will be made at prices
different from those market prices prevailing at the time they may be reflected
in a regular report to shareholders of the Fund. These transactions will reflect
investment decisions made by the Fund's investment adviser in light of the
objectives and policies of the Fund, and such factors as its other portfolio
holdings and tax considerations and should not be construed as recommendations
for similar action by other investors.

The CUSIP number of The Japan Fund, Inc. is 471070-10-2.

The Fund employs Davis Polk and Wardwell as the Fund's counsel.

The Fund employs Brown Brothers Harriman & Co., 40 Water Street,
Boston, Massachusetts 02109, as Custodian and Fund Accounting Agent. Sumitomo
Trust and Banking Co. (Tokyo Office) is employed as Sub-Custodian.

Scudder Service Corporation ("Service Corporation"), P.O. Box 2291,
Boston, Massachusetts 02205-2291, a subsidiary of the Adviser, is the transfer,
dividend-paying and shareholder service agent for the Fund. For the year ended
December 31, 1996, the Fund was charged by Scudder Service Corporation $685,999,
of which $50,828 was unpaid at December 31, 1996.

The Fund's prospectus and this Statement of Additional Information omit
certain information contained in the Registration Statement which the Fund has
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and reference is hereby made to the Registration Statement for
further information with respect to the Fund and the securities offered hereby.
This Registration Statement is available for inspection by the public at the
Securities and Exchange Commission in Washington, D.C.

FINANCIAL STATEMENTS

The financial statements of The Japan Fund, Inc., are attached hereto
on pages 9 through 23, inclusive, in the Annual Report to the shareholders of
the Fund dated December 31, 1996, and are deemed to be a part of this Statement
of Additional Information.

<PAGE>

THE JAPAN FUND, INC.

Annual Report
December 31, 1995

A pure no-load(TM) mutual fund

Scudder, Stevens & Clark, Inc.

Investment Manager

This information must be preceded or accompanied by a current prospectus.

Portfolio changes should not be considered recommendations for action by
individual investors.

83-6-26
MIS69A

<PAGE>

CONTENTS

Portfolio Management Discussion 3
Reviews the period's investing strategies, financial markets,
and economic conditions

Performance Update 4

Portfolio Summary 5

Investment Portfolio 9
Itemized list of your Fund's portfolio holdings

Financial Statements 14

Financial Highlights 17

Notes to Financial Statements 18

Report of Independent Accountants 25

Tax Information 26

Officers and Directors 26

How to Contact The Japan Fund Back cover

2
<PAGE>
PORTFOLIO MANAGEMENT DISCUSSION

Dear Shareholders,

The past year continued to test the stamina of investors in Japanese
stocks, yet rewarded their patience. After declining for months, stocks finally
reversed course midway through The Japan Fund's fiscal year ended December 31,
1995.

The Fund's total return (as measured in U.S. dollars) for the 12-month
fiscal period was -9.07%, reflecting the reinvestment of an $0.11 per share
capital gain distribution and a drop in the Fund's share price to $9.44 on
December 31, 1995 from $10.50 a year ago. These results conceal the
progressively better investment conditions that prevailed in the final six
months of the Fund's fiscal year: From June 30 through the end of 1995, the Fund
generated an 11.85% total return.

The unmanaged Tokyo Stock Price Index (TOPIX)--by and large comprising the
stocks of large companies--declined 1.29% for the fiscal year in dollar terms.
Reflecting the divergent performance of large and small stocks in 1995, the
unmanaged Tokyo Stock Exchange Second Section Index and the unmanaged OTC Index,
which are indices of smaller stocks, produced weaker -5.89% and -18.95%
dollar-based returns, respectively. As an actively managed portfolio, the Fund
enjoys the flexibility to invest in companies of varying sizes, providing they
meet our strict criteria for investment. Small-company stocks occupied an
appreciable portion of the portfolio throughout the year, as did stocks in
industries sensitive to changes in the economy. Despite the challenging
investment conditions, we maintained these holdings because we believe that they
are fundamentally attractive and should do well as the Japanese economy
recovers.

Market Conditions Recover in Latter Half of 1995

The market environment in Japan was struck by a succession of unfortunate
events in the early months of 1995. Among them were the tragic earthquake in the
city of Kobe--one of Japan's key economic ports--and the downfall of a venerable
British institution--Barings Bank--due to trading losses in Asia. Meanwhile, the
yen's continued strength earlier in the year depressed economic activity. The
currency surged from 100 yen to the U.S. dollar at the start of the year to a
peak of 79.75 yen to the dollar in April. The strong yen not only hindered
corporate profits, but also darkened consumer and market sentiment. Not
surprisingly, Japanese stocks reflected these woes, with stock prices bottoming
in June.

3
<PAGE>
THE JAPAN FUND, INC.
PERFORMANCE UPDATE as of December 31, 1995
- -----------------------------------------------------------------
GROWTH OF A $10,000 INVESTMENT
- -----------------------------------------------------------------
THE JAPAN FUND, INC.
- ----------------------------------------
Total Return
Period Growth --------------
Ended of Average
12/31/95 $10,000 Cumulative Annual
- -------- ------- ---------- ------
1 Year $ 9,093 -9.07% -9.07%
5 Year $10,620 6.20% 1.21%
10 Year $27,958 179.58% 10.83%

TOPIX
- --------------------------------------
Total Return
Period Growth --------------
Ended of Average
12/31/95 $10,000 Cumulative Annual
- -------- ------- ---------- ------
1 Year $ 9,871 -1.29% -1.29%
5 Year $12,483 24.83% 4.53%
10 Year $31,370 213.70% 12.10%

A chart in the form of a line graph appears here,
illustrating the Growth of a $10,000 Investment.
The data points from the graph are as follows:

YEARLY PERIODS ENDED DECEMBER 31

The Japan Fund, Inc.
Year Amount
- ----------------------
85 $10,000
86 $17,754
87 $23,615
88 $28,197
89 $31,475
90 $26,325
91 $27,145
92 $22,599
93 $27,942
94 $30,745
95 $27,958

TOPIX
Year Amount
- ----------------------
85 $10,000
86 $18,766
87 $27,553
88 $36,699
89 $39,191
90 $25,130
91 $27,240
92 $20,999
93 $26,057
94 $31,781
95 $31,370

The Tokyo Stock Exchange Stock Price Index (TOPIX) is an unmanaged
capitalization weighted measure (adjusted in U.S. dollars) of all
shares listed on the first section of the Tokyo Stock Exchange. Index
returns assume dividends reinvested net of witholding tax and,
unlike Fund returns, do not reflect any fees or expenses.

- -----------------------------------------------------------------
RETURNS AND PER SHARE INFORMATION
- -----------------------------------------------------------------

A chart in the form of a bar graph appears here,
illustrating the Fund Total Return (%) and Index Total
Return (%) with the exact data points listed in the table
below.

YEARLY PERIODS ENDED DECEMBER 31

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
--------------------------------------------------------------------------------
NET ASSET VALUE... $20.28 $16.97 $16.24 $14.27 $10.76 $10.69 $ 8.90 $10.33 $10.50 $ 9.44
INCOME DIVIDENDS.. $ .02 $ .20 $ .02 $ .08 $ .09 $ -- $ -- $ .28 $ -- $ --
CAPITAL GAINS
DISTRIBUTIONS..... $ 4.67 $ 9.08 $ 3.88 $ 3.59 $ 1.10 $ .41 $ -- $ .39 $ .85 $ .11
FUND TOTAL
RETURN (%)........ 77.54 33.01 19.40 11.63 -16.36 3.11 -16.74 23.64 10.03 -9.07
INDEX TOTAL
RETURN (%)........ 87.65 46.82 33.19 6.79 -35.88 8.39 -22.92 24.07 21.96 -1.29
</TABLE>

All performance is historical, assumes reinvestment of all dividends and
capital gains, and is not indicative of future results.
Investment return and principal value will fluctuate, so an investor's
shares, when redeemed, may be worth more or less than when purchased.

4
<PAGE>

PORTFOLIO SUMMARY as of December 31, 1995
- ---------------------------------------------------------------------------
DIVERSIFICATION
- ---------------------------------------------------------------------------
Equity Securities 92%
Cash Equivalents 6%
Other 2%
----
100%
====

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

- --------------------------------------------------------------------------
SECTORS (Excludes 6% Cash Equivalents)
- --------------------------------------------------------------------------
Manufacturing 34%
Financial 14%
Metals & Minerals 12%
Consumer Discretionary 10%
Durables 8%
Service Industries 7%
Consumer Staples 4%
Technology 3%
Construction 3%
Other 5%
----
100%
====

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

- --------------------------------------------------------------------------
TEN LARGEST EQUITY HOLDINGS
- --------------------------------------------------------------------------
1. NICHIEI CO., LTD.
Finance company for small- and medium-sized firms

2. SMC CORP.
Leading maker of pneumatic equipment

3. JAPAN ASSOCIATED FINANCE CO.
Venture capital company

4. NIPPON ELECTRIC GLASS CO., LTD.
Leading manufacturer of cathode-ray tube glass

5. CANON INC.
Leading producer of visual image and information equipment

6. BRIDGESTONE CORP.
Leading automobile tire manufacturer

7. KAWASAKI STEEL CORP.
Major integrated steelmaker

8. SUMITOMO METAL INDUSTRIES, LTD.
Leading integrated crude steel producer

9. MATSUSHITA ELECTRICAL INDUSTRIAL CO,. LTD.
Consumer electronic products manufacturer

10. HITACHI METALS, LTD.
Major producer of high-quality specialty steels

- -----------------------------------------------------------------------
For more complete details about the Fund's Investment Portfolio,
see page 9.
A monthly Investment Portfolio Summary and quarterly Portfolio Holdings
are available upon request.

5
<PAGE>

By contrast, the second half of the year saw a confluence of positive
developments. In July, the yen began to weaken, acting as a catalyst for the
economic recovery currently unfolding in Japan. By late September, the yen had
fallen to 104 yen to the dollar. Japanese authorities also did their share in
helping to restore investor confidence. The Bank of Japan cut the discount rate
to 0.5%, the lowest level ever, and lower than the prevailing average dividend
yield of equities. The central bank also began purchasing government bonds to
encourage the growth of money supply. And the government's subsequent
announcement of a massive 14.2 trillion yen fiscal package is expected to help
breathe life back into the economy.

Prospects for Japanese corporations have taken a positive turn as the
government's relaxation of taxes on stock dividends paved the way for
corporations to buy back their outstanding shares. Further, companies have
started to revise their earnings forecasts upward as economic prospects
improved.

Keeping An Eye On Value While Pursuing Growth

As always, shaping the Fund's portfolio strategy centers around a
comprehensive research process. While we routinely evaluate structural and
cyclical changes underway in Japan, ultimately, it is intensive stock-by-stock
analysis that defines our investment approach. Leading companies with top or
growing market share, above-average earnings growth, and healthy balance sheets
are typical of the Fund's current investments.

During the past year, this stock-driven approach resulted in a portfolio
whose profile looked distinctly different from that of major market benchmarks.
Falling stock prices had created opportunities to take advantage of values in
the marketplace--that is, investments in large and small companies whose stocks
were priced below what our research indicates is their intrinsic worth.

This dual focus on growth and value reinforced our conviction in certain
holdings. Among these were carefully selected small growth companies showing
signs of becoming tomorrow's blue chips--Nichiei, SMC, and THK, for example. The
performance of these stocks--along with small stocks as a group--fell short of
that of larger-company stocks during the first half of 1995, when the outlook
for economic recovery remained clouded. But believing these holdings stood to
serve the Fund well over the longer term, we retained them in the portfolio. As
it turned out, this decision contributed to Fund performance as the year drew
on.

6
<PAGE>

We also continued to hold other investments that we felt would emerge
unscathed from the tough conditions--global technology companies, for instance,
such as Canon, Fujitsu, and Matsushita Electrical Industrial. Companies that
were restructuring themselves to be well positioned once economic recovery took
hold also numbered among core holdings. Examples include select steel and
trading companies that have reworked their businesses to become more
competitively fit. These restructured investments performed well as the economy
began to reawaken--and they likely will enhance Fund performance further as
economic and market conditions continue to improve.

By contrast, we found that several holdings no longer merited a place in
the Fund. We pared back some retail and restaurant holdings, a process begun
over a year ago. While many of these stocks had performed well for the Fund in
earlier years, their future prospects had dimmed under adverse conditions.
Deflation and the increasingly competitive market climate hurt companies such as
Ten Allied, Skylark, Nissen, and Ministop.

From the sale of these stocks, we directed proceeds to a number of new
investments. We favored cash-rich companies from varying industries,
particularly those generating steady cash flow, such as Takeda Chemical, East
Japan Railway, and Banyu Pharmaceutical. Several construction-related companies
also held promise, given expectations for recovery in private construction
orders during the coming year. Among these new additions were Takasago Thermal
Engineering, Sekisui Chemical, Matsushita Electric Works, and Kansai Sekiwa Real
Estate.

Meanwhile, shaping the Fund's currency strategy proved to be a
balancing act between guarding against yen weakening and benefiting from yen
strengthening. Hence, we designed a currency strategy emphasizing the use of
options to enable the portfolio to benefit from a rising yen while also
defending the Fund against major weakness. On balance, these strategies
contributed a net gain of approximately 0.68% to the Fund's 1995 performance.

7
<PAGE>
The Japan Fund:
A Team Approach to Investing

The Japan Fund is managed by a team of Scudder investment professionals who
each play an important role in the Fund's management process. Team members work
together to develop investment strategies and select securities for the Fund.
They are supported by Scudder's large staff of economists, research analysts,
traders, and other investment specialists who work in our offices across the
United States and abroad. We believe our team approach benefits Fund investors
by bringing together many disciplines and leveraging Scudder's extensive
resources.

Lead Portfolio Manager Seung Kwak assumed responsibility for the Fund's
investment strategy and daily operation in 1994 and has been a member of the
portfolio management team since 1989. Mr. Kwak has directed our Tokyo-based
research effort since he joined Scudder in 1988. Elizabeth J. Allan, Portfolio
Manager, helps set the Fund's general investment strategy. Ms. Allan has
contributed her expertise to the management of the Fund since she joined Scudder
in 1987 and has numerous years of Pacific Basin research and investing
experience. Eileen O. Gerspach, Portfolio Manager, also helps set the Fund's
general investment strategy. Ms. Gerspach, who joined the team in May 1995, has
worked in the investment industry since 1984 and has nine years of experience as
a portfolio manager.

Outlook

Recent improvements in the economic landscape have set the stage for an
improved market environment in the year ahead. There are many positive signs.
The government is acting to resolve problems surrounding the insolvency issues
besetting major banks, and corporate profits are improving. Renewed domestic
demand should help absorb some of the excess inventory that has accumulated, and
fuel a recovery in industrial production. Further, deflationary pressures may be
abating, demonstrated by the reversal of the yen midway through 1995. Seasonal
factors could prompt the yen to strengthen temporarily in the spring. Still, the
currency may fall further, as long as the Japanese trade surplus--a fundamental
force behind a strong yen--continues to fall sharply.

Other heartening signs include the prospect that domestic assets may flow
back to Japanese stocks. Japanese households and institutions are holding
historically large proportions of cash compared to their holdings of equities.
Under the currently low interest rate environment, investors may shift money to
stocks as the market rally revives investor confidence.

In the last two years, we have completed much of the groundwork to
reposition The Japan Fund to take advantage of renewal and recovery in Japan. As
the Japanese economy continues to emerge from a historically long economic
downturn, we believe that many of these investments should distinguish
themselves on the basis of the strengths found in the best Japanese companies:
Vision, resourcefulness, adaptability, competitiveness, and growth.

Thank you for your continued interest in The Japan Fund.

Sincerely,

/s/Douglas M. Loudon /s/Henry Rosovsky
Douglas M. Loudon Henry Rosovsky
President Chairman

8
<PAGE>
<TABLE>
INVESTMENT PORTFOLIO as of December 31, 1995
- -----------------------------------------------------------------------------------------------------------
<CAPTION>

% of Principal Market
Portfolio Amount ($) Value ($)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

2.4% REPURCHASE AGREEMENTS
-----------------------------------------------------------------------------

13,744,000 Repurchase Agreement with Donaldson,
Lufkin & Jenrette dated 12/29/95 at 5.85%
to be repurchased on 1/2/95 at $13,752,934
collateralized by a $12,947,000 U.S. Treasury
Note, 7.875%, 4/15/98 (Cost $13,744,000) ........... 13,744,000
----------

-----------------------------------------------------------------------------
3.4% COMMERCIAL PAPER
-----------------------------------------------------------------------------

6,000,000 Kimberly-Clark Corp., 5.59%, 1/31/96 ................ 5,972,081
14,000,000 New Center Asset Trust, 5.71%, 1/17/96 .............. 13,964,440
----------
TOTAL COMMERCIAL PAPER (Cost $19,936,521) 19,936,521
----------

-----------------------------------------------------------------------------
1.0% CONVERTIBLE BONDS
-----------------------------------------------------------------------------
MANUFACTURING

Industrial
Specialty JPY 544,000,000 Nippon Electric Glass Co., Ltd., 2%, 3/29/02
(Cost $6,024,854) .................................. 6,074,845
----------

-----------------------------------------------------------------------------
91.1% COMMON STOCKS
-----------------------------------------------------------------------------
Shares

CONSUMER
DISCRETIONARY 9.5%

Department &
Chain Stores 2.0% 110,000 Fast Retailing Co., Ltd. ............................ 5,465,375
100,000 Ito-Yokado Co., Ltd. ................................ 6,159,806
----------
11,625,181
----------

Home Furnishings 0.4% 96,000 Nitori Co., Ltd. (b) ................................ 2,696,368
----------
Recreational
Products 2.6% 224,000 Bandai Co., Ltd. .................................... 9,176,949
145,000 Square Co., Ltd. .................................... 5,940,436
----------
15,117,385
----------

Restaurants 0.4% 92,460 Genki Sushi Co., Ltd. ............................... 2,238,741
----------
Specialty Retail 4.1% 36,700 Bunkyodo Co., Ltd. .................................. 835,303
146,000 Kato Denki Co., Ltd. ................................ 3,789,637
353,640 Royal Ltd. .......................................... 11,816,542

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
THE JAPAN FUND, INC.
- -----------------------------------------------------------------------------------------------------------
<CAPTION>

% of Market
Portfolio Shares Value ($)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
91,400 Shimamura Co., Ltd. ................................. 3,532,068
73,900 Tsutsumi Jewelry Co., Ltd. .......................... 3,700,368
----------
23,673,918
----------

CONSUMER STAPLES 3.8%

Consumer
Electronic &
Photographic
Products 1.1% 332,000 Pioneer Electronics Corp. ............................ 6,077,288
----------
Food & Beverage 2.7% 232,000 Ariake Japan Co., Ltd. ............................... 7,976,755
135,000 Jusco Co., Ltd. ...................................... 3,517,191
273,000 Rock Field Co., Ltd. (b) ............................. 4,256,949
----------
15,750,895
----------

HEALTH 2.1%

Pharmaceuticals 629,000 Banyu Pharmaceutical Co., Ltd ........................ 7,736,852
257,000 Takeda Chemical Industries, Ltd. ..................... 4,231,477
----------
11,968,329
----------

COMMUNICATIONS 0.2%

Telephone/
Communications 124 DDI Corp. ............................................ 960,775
----------

FINANCIAL 12.6%

Other Financial
Companies 12.3% 188,000 Japan Associated Finance Co. ......................... 19,846,973
501,876 Nichiei Co., Ltd. .................................... 37,428,041
116,000 Sanyo Shinpan Finance Co., Ltd. ...................... 9,549,637
26,100 Shohkoh Fund & Co., Ltd. ............................. 4,904,019
----------
71,728,670
----------

Real Estate 0.3% 93,000 Kansai Sekiwa Real Estate, Ltd. ...................... 1,666,344
----------

MEDIA 1.2%

Broadcasting &
Entertainment 285,000 Horipro Inc. ......................................... 3,809,201
63,277 Sony Music Entertainment (Japan) Inc. ................ 3,309,402
----------
7,118,603
----------

SERVICE INDUSTRIES 6.6%

Miscellaneous
Commercial Services 17,600 Aucnet Inc. .......................................... 852,300
1,303,000 Itochu Corp. ......................................... 8,770,799
139,000 Secom Co., Ltd. ...................................... 9,666,053
877,000 Sumitomo Corp. ....................................... 8,918,644

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
INVESTMENT PORTFOLIO
- -----------------------------------------------------------------------------------------------------------
<CAPTION>

% of Market
Portfolio Shares Value ($)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

576,000 Takasago Thermal Engineering Co., Inc. ............... 10,320,581
----------
38,528,377
----------

DURABLES 7.0%

Automobiles 1,089,000 Bridgestone Corp. .................................... 17,297,433
76,000 FCC Co., Ltd. ........................................ 2,679,322
571,100 Kyokuto Kaihatsu Kogyo Co., Ltd. ..................... 11,615,593
1,137,000 ShinMaywa Industries, Ltd. ........................... 9,382,315
----------
40,974,663
----------

MANUFACTURING 30.5%

Chemicals 1.3% 55,000 Nippon Shokubai Corp., Ltd. .......................... 538,015
476,000 Sekisui Chemical Co., Ltd. ........................... 7,007,458
----------
7,545,473
----------

Diversified
Manufacturing 0.4% 211,000 Sumitomo Electric Industries, Ltd. ................... 2,534,044
----------
Electrical
Products 4.8% 927,000 Hitachi Ltd. ......................................... 9,337,337
16,000 Mabuchi Motor Co., Ltd. .............................. 994,867
942,000 Matsushita Electrical Industrial Co., Ltd. ........... 15,327,458
301,000 Toshiba Corp. ........................................ 2,358,441
----------
28,018,103
----------

Hand Tools 0.4% 162,430 Asahi Diamond Industrial Co., Ltd. ................... 2,281,099
---------
Industrial
Specialty 3.1% 114,000 Mirai Industry Co., Ltd. ............................. 2,716,126
658,000 NHK Spring Co., Ltd. ................................. 3,313,898
621,000 Nippon Electric Glass Co., Ltd. ...................... 11,788,475
----------
17,818,499
----------

Machinery/
Components/
Controls 14.0% 112,500 Keyence Corp. ........................................ 12,966,102
474,000 Komori Corp. ......................................... 11,936,077
957,000 Mitsubishi Heavy Industries, Ltd. .................... 7,628,194
843,000 NGK Spark Plug Co., Ltd. ............................. 10,614,044
303,000 NSK Ltd. ............................................. 2,200,969
295,700 SMC Corp. ............................................ 21,393,501
514,600 THK Co., Ltd. ........................................ 14,653,017
----------
81,391,904
----------

Office Equipment/
Supplies 6.5% 970,000 Canon Inc. ........................................... 17,568,039
989,000 Ricoh Co., Ltd. ...................................... 10,823,923
113,900 Riso Kagaku Corp. .................................... 9,608,416
----------
38,000,378
----------

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>

THE JAPAN FUND, INC.
- -----------------------------------------------------------------------------------------------------------
<CAPTION>

% of Market
Portfolio Shares Value ($)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TECHNOLOGY 2.4%

Electronic
Components/
Distributors 1.5% 116,000 Kyocera Corp. ........................................ 8,617,143
-----------
Electronic Data
Processing 0.9% 472,000 Fujitsu Ltd. ......................................... 5,257,143
-----------

METALS & MINERALS 11.5%

Precious Metals 1.9% 1,255,000 Sumitomo Metal Mining Co., Ltd. ...................... 11,279,806
-----------
Steel & Metals 9.6% 1,207,000 Hitachi Metals, Ltd. ................................. 15,080,194
4,456,000 Kawasaki Steel Corp. ................................. 15,536,659
2,360,000 Nisshin Steel Co., Ltd. .............................. 9,531,429
5,094,000 Sumitomo Metal Industries, Ltd.* ..................... 15,442,344
-----------
55,590,626
-----------

CONSTRUCTION 2.4%

Building Materials 1.4% 758,000 Matsushita Electric Works, Inc.. ..................... 8,002,131
-----------
Homebuilding 0.3% 21,000 Eyeful Home Technology Inc. .......................... 262,373
215,000 Hosoda Corp. ......................................... 1,645,036
-----------
1,907,409
-----------

Miscellaneous 0.7% 205,000 Maeda Road Construction Co., Ltd. .................... 3,792,252
-----------

TRANSPORTATION 1.3%

Railroads 1,564 East Japan Railway Co. ............................... 7,604,143
-----------
TOTAL COMMON STOCKS (Cost $516,946,612) ............... 529,765,690
-----------

-----------------------------------------------------------------------------
2.1% PURCHASED OPTIONS
-----------------------------------------------------------------------------
Principal
Amount
-----------------------------------------------------------------------------
JPY 11,000,000,000 Put on Japanese Yen, strike price
JPY 101.9, expiration date 10/17/96 ........ 4,202,000

JPY 11,000,000,000 Put on Japanese Yen, strike price
JPY 102.59, expiration date 12/18/96 ....... 4,136,000

JPY 11,000,000,000 Put on Japanese Yen, strike price
JPY 102.68, expiration date 1/16/97 ....... 3,685,000
-----------
TOTAL PURCHASED OPTIONS (Cost $6,446,016) ............. 12,023,000
-----------
- -----------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT PORTFOLIO - 100.0%
(Cost $563,098,003) (a) ............................... 581,544,056
===========

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
* Non-income producing security

(a) The cost for federal income tax purposes was $581,168,570. At December 31,
1995, net unrealized appreciation for all securities based on tax cost was
$375,486. This consisted of aggregate gross unrealized appreciation for all
securities in which there was an excess of market value over tax cost of
$30,669,096 and aggregate gross unrealized depreciation for all securities
in which there was an excess of tax cost over market value of $30,293,610.

(b) Securities valued in good faith by the Valuation Committee of the Board of
Directors. The cost of these securities at December 31, 1995 aggregated
$8,732,109. See Note A of the Notes to Financial Statements.

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
THE JAPAN FUND, INC.
FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- ---------------------------------------------------------------------------------------------

December 31, 1995
- ---------------------------------------------------------------------------------------------

<CAPTION>
ASSETS
<S> <C> <C>
Investments, at market (identified cost $563,098,003)
(Note A) .................................................. $ 581,544,056
Cash ........................................................ 887
Foreign currency holdings, at market (identified
cost $2,117,635)(Note A) .................................. 2,110,090
Receivable on fund shares sold .............................. 730,116
Dividends and interest receivables .......................... 140,307
Receivable on investments sold .............................. 122,999
Other assets ................................................ 5,551
-------------
Total assets .............................................. $ 584,654,006
LIABILITIES
Payable for investments purchased .............. $ 5,436,795
Payable for fund shares redeemed ............... 3,081,429
Accrued management fee (Note C) ................ 336,671
Other accrued expenses (Note C) ................ 601,920
Payable on closed forward currency
exchange contracts (Note A) ................. 26,393,018
-----------
Total liabilities ...................................... 35,849,833
-------------
Net assets, at market value ................................. $ 548,804,173
=============
NET ASSETS
Net assets consist of:
Undistributed net investment income ....................... $ 10,531,476
Net unrealized appreciation (depreciation) on:
Investments ............................................ 18,446,053
Foreign currency related transactions .................. (197)
Accumulated net realized loss ............................. (52,013,581)
Capital stock ............................................. 19,379,820
Additional paid-in capital ................................ 552,460,602
-------------
Net assets, at market value ................................. $ 548,804,173
=============
NET ASSET VALUE, offering and redemption price per
share ($548,804,173/58,139,460 outstanding
shares of capital stock, $.333 par value,
600,000,000 shares authorized) $9.44
=====
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------------
<CAPTION>

INVESTMENT INCOME
Income:
<S> <C> <C>
Dividends (net of withholding taxes of $525,179) ..... $ 3,004,295
Interest (net of withholding taxes of $3,093) ........ 1,982,854
------------
4,987,149

Expenses:
Management fee (Note C) .............................. $ 3,840,792
Shareholder and Transfer Agent services (Note C) ..... 998,363
Officers and directors fees and expenses (Notes C & D) 189,087
Custodian fees ....................................... 431,686
Printing ............................................. 290,889
Legal ................................................ 252,251
Auditing and accounting services ..................... 109,650
Federal and state registration ....................... 42,721
Other ................................................ 57,165 6,212,604
----------------------------
Net investment loss .................................. (1,225,455)
------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENT TRANSACTIONS

Net realized loss from:

Investments ....................................... (21,046,440)
Options ........................................... (1,298,631)
Foreign currency related transactions ............. (9,521,339) (31,866,410)
Net unrealized appreciation (depreciation) ------------
during the period on:
Investments ....................................... (22,855,119)
Written options ................................... 226,928
Foreign currency related transactions ............. 8,668,747 (13,959,444)
----------------------------
Net loss on investment transactions .................. (45,825,854)
------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS . $(47,051,309)
============

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
THE JAPAN FUND, INC.
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<CAPTION>

YEARS ENDED DECEMBER 31,
INCREASE (DECREASE) IN NET ASSETS 1995 1994
- --------------------------------------------------------------------------------
Operations:
<S> <C> <C>
Net investment loss ........................... $ (1,225,455) $ (2,599,796)
Net realized gain (loss) from investment
transactions ................................ (31,866,410) 42,025,485
Net unrealized appreciation (depreciation) on
investment transactions during the period .... (13,959,444) 2,264,434
------------- -------------
Net increase (decrease) in net assets resulting
from operations ............................. (47,051,309) 41,690,123
------------- -------------
Distributions to shareholders:
From net realized gains ($.80 per
share for December 31, 1994) ................ -- (42,020,462)
------------- -------------
In excess of net realized gains ($.11 and $.05
per share, respectively) .................... (5,803,249) (2,360,903)
------------- -------------
Fund share transactions:
Proceeds from shares sold ..................... 330,312,663 521,023,226
Net asset value of shares issued to
shareholders in reinvestment of
distributions ............................... 4,957,881 37,569,251
Cost of shares redeemed ..................... (319,319,066) (441,092,468)
------------- -------------
Net increase in net assets from
Fund share transactions ..................... 15,951,478 117,500,009
------------- -------------
INCREASE (DECREASE) IN NET ASSETS ............. (36,903,080) 114,808,767
Net assets at beginning of period ............. 585,707,253 470,898,486
------------- -------------
NET ASSETS AT END OF PERIOD (including
undistributed net investment income
of $10,531,476 and accumulated
distributions in excess
of net investment income of
$(11,758,799), respectively) ................ $ 548,804,173 $ 585,707,253
============= =============
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period ..... 55,779,456 45,596,062
------------- -------------
Shares sold ................................... 37,050,849 44,011,661
Shares issued to shareholders in
reinvestment of distributions ............... 559,580 3,602,037
Shares redeemed ............................... (35,250,425) (37,430,304)
------------- -------------
Net increase in Fund shares ................... 2,360,004 10,183,394
------------- -------------
Shares outstanding at end of period ........... 58,139,460 55,779,456
============= =============

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.

YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------
1995 1994(a) 1993(a) 1992 1991 1990 1989 1988 1987 1986(a)
------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $10.50 $10.33 $ 8.90 $10.69 $10.76 $14.27 $16.24 $16.97 $20.28 $15.53
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment
operations:
Net investment
income (loss) ........ (.01) (.05) (.05) (.05) (.03) .09 .04 .04 .16 .10
Net realized and
unrealized gain (loss)
on investments ....... (.94) 1.07 2.15 (1.74) .37 (2.41) 1.66 3.13 5.81 9.34
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations ............ (.95) 1.02 2.10 (1.79) .34 (2.32) 1.70 3.17 5.97 9.44
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
From net investment
income ............... -- -- -- -- -- (.09) (.08) (.02) (.20) (.02)
In excess of net
investment income .... -- -- (.28) -- -- -- -- -- -- --
From net realized
gains on investment
transactions ......... -- (.80) (.39) -- (.41) (1.10) (3.59) (3.88) (9.08) (4.67)
In excess of net
realized gains ....... (.11) (.05) -- -- -- -- -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions ... (.11) (.85) (.67) -- (.41) (1.19) (3.67) (3.90) (9.28) (4.69)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of period ......... $ 9.44 $10.50 $10.33 $ 8.90 $10.69 $10.76 $14.27 $16.24 $16.97 $20.28
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (%) ........ (9.07) 10.03 23.64 (16.74) 3.11 (16.36) 11.63 19.40 33.01 77.54

RATIOS AND
SUPPLEMENTAL DATA

Net assets, end of
period ($ millions) .... 549 586 471 409 335 313 401 404 394 584
Ratio of operating
expenses to average
daily net assets (%) ... 1.21 1.08 1.25 1.42 1.26 1.05 1.02 1.01 .90 .70
Ratio of net investment
income to average
daily net assets (%) ... (.24) (.40) (.47) (.31) (.15) .72 .34 .28 .41 .51
Portfolio turnover rate (%) 69.9 74.3 81.7 47.0 46.4 52.7 60.4 38.8 34.0 38.2

<FN>
(a) Per share amounts have been calculated using weighted average shares
outstanding.

</FN>
</TABLE>

<PAGE>

THE JAPAN FUND, INC. NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
A. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------

The Japan Fund, Inc. (the "Fund") is registered under the Investment Company Act
of 1940, as amended, as a diversified, open-end management investment company.
The policies described below are followed consistently by the Fund in the
preparation of its financial statements in conformity with generally accepted
accounting principles.

SECURITY VALUATION. Portfolio securities which are traded on an exchange are
valued at the most recent sale price reported on the exchange on which the
security is traded most extensively. If no sale occurred, the security is then
valued at the calculated mean between the most recent bid and asked quotations.
If there are no such bid and asked quotations, the most recent bid quotation is
used. Securities traded in the over-the-counter market are valued at the most
recent sale price on such market. If no sale occurred in the over-the-counter
market, the security is then valued at the calculated mean between the most
recent bid and asked quotations. If there are no such bid and asked quotations,
the most recent bid quotation shall be used.

Portfolio debt securities with remaining maturities greater than sixty days are
valued by pricing agents approved by the officers of the Fund, which quotations
reflect broker/dealer-supplied valuations and electronic data processing
techniques. If the pricing agents are unable to provide such quotations, the
most recent bid quotation supplied by a bona fide market maker shall be used.
Short-term investments having a maturity of sixty days or less are valued at
amortized cost.

All other securities are valued at their fair value as determined in good faith
by the Valuation Committee of the Board of Directors. Securities valued in good
faith by the valuation committee of the Board of Directors at fair value
amounted to $6,953,317 (1.27% of net assets) and have been noted in the
investment portfolio as of December 31, 1995.

OPTIONS. An option contract is a contract in which the writer of the option
grants the buyer of the option the right to purchase from (call option), or sell
to (put option), the writer a designated instrument at a specified price within
a specified period of time. Certain options, including options on indices, will
require cash settlement by the Fund if the option is exercised. During the
period, the Fund purchased put options on currencies as a hedge against
potential adverse price movements in the value of portfolio assets.

<PAGE>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

If the Fund writes an option and the option expires unexercised, the Fund will
realize income, in the form of a capital gain, to the extent of the amount
received for the option (the "premium"). If the Fund elects to close out the
option it would recognize a gain or loss based on the difference between the
cost of closing the option and the initial premium received. If the Fund
purchased an option and allows the option to expire it would realize a loss to
the extent of the premium paid. If the Fund elects to close out the option it
would recognize a gain or loss equal to the difference between the cost of
acquiring the option and the amount realized upon the sale of the option.

The gain or loss recognized by the Fund upon the exercise of a written call or
purchased put option is adjusted for the amount of option premium. If a written
put or purchased call option is exercised the Fund's cost basis of the acquired
security or currency would be the exercise price adjusted for the amount of the
option premium.

The liability representing the Fund's obligation under an exchange traded
written option or investment in a purchased option is valued at the last sale
price or, in the absence of a sale, the mean between the closing bid and asked
price or at the most recent asked price (bid for purchased options) if no bid
and asked price are available. Over-the-counter written or purchased options are
valued using dealer supplied quotations.

When the Fund writes a covered call option, the Fund foregoes, in exchange for
the premium, the opportunity to profit during the option period from an increase
in the market value of the underlying security or currency above the exercise
price. When the Fund writes a put option it accepts the risk of a decline in the
market value of the underlying security or currency below the exercise price.
Over-the-Counter options have the risk of the potential inability of
counterparties to meet the terms of their contracts. The Fund's maximum exposure
to purchased options is limited to the premium initially paid. In addition,
certain risks may arise upon entering into option contracts including the risk
that an illiquid secondary market will limit the Fund's ability to close out an
option contract prior to the expiration date and, that a change in the value of
the option contract may not correlate exactly with changes in the value of the
securities or currencies hedged.

<PAGE>

- --------------------------------------------------------------------------------
THE JAPAN FUND, INC.
- --------------------------------------------------------------------------------

FOREIGN CURRENCY TRANSLATIONS. The books and records of the Fund are maintained
in U.S. dollars. Foreign currency transactions are translated into U.S. dollars
on the following basis:

(i) market value of investment securities, other assets and liabilities at the
daily rates of exchange, and

(ii) purchases and sales of investment securities, dividend and interest income
and certain expenses at the daily rates of exchange prevailing on the
respective dates of such transactions.

The Fund does not isolate that portion of gains and losses on investments which
is due to changes in foreign exchange rates from that which is due to changes in
market prices of the investments. Such fluctuations are included with the net
realized and unrealized gains and losses from investments.

Net realized and unrealized gain (loss) from foreign currency related
transactions includes gains and losses between trade and settlement dates on
securities transactions, gains and losses arising from the sales of foreign
currency, and gains and losses between the ex and payment dates on dividends,
interest, and foreign withholding taxes.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. A forward foreign currency exchange
contract (forward contract) is a commitment to purchase or sell a foreign
currency at the settlement date at a negotiated rate. During the period, the
Fund utilized forward contracts as a hedge in connection with portfolio
purchases and sales of securities denominated in foreign currencies and as a
hedge against changes in exchange rates relating to foreign currency denominated
assets.

Forward contracts are valued at the prevailing forward exchange rate of the
underlying currencies and unrealized gain/loss is recorded daily. Forward
contracts having the same settlement date and broker are offset and any gain
(loss) is realized on the date of offset; otherwise, gain (loss) is realized on
settlement date. Realized and unrealized gains and losses which represent the
difference between the value of the forward contract to buy and the forward
contract to sell are included in net realized and unrealized gain (loss) from
foreign currency related transactions.

<PAGE>

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Certain risks may arise upon entering into forward contracts from the potential
inability of counterparties to meet the terms of their contracts. Additionally,
when utilizing forward contracts to hedge the Fund gives up the opportunity to
profit from favorable exchange rate movements during the term of the contract.

FEDERAL INCOME TAXES. No provision for United States income taxes has been made
since it is the Fund's policy to comply with provisions of the Internal Revenue
Code applicable to regulated investment companies. Under the United States-Japan
tax treaty, Japan imposes a withholding tax of 15% on dividends and 10% on
interest. There is currently no Japanese tax on capital gains.

At December 31, 1995, the Fund had a net tax basis capital loss carryforward of
approximately $23,266,000 which may be applied against any realized net taxable
capital gains of each succeeding year until fully utilized or until December 31,
2003, the expiration date. In addition, from November 1, 1995 through December
31, 1995, the Fund incurred approximately $1,685,000 of net realized capital
losses. As permitted by tax regulations, the Fund intends to elect to defer
these losses and treat them as arising in the fiscal year ended December 31,
1996.

DISTRIBUTION OF INCOME AND GAINS. Distributions of net investment income are
made annually. During any particular year net realized gains from investment
transactions, in excess of available capital loss carryforwards, would be
taxable to the Fund if not distributed and, therefore, will be distributed to
shareholders annually. An additional distribution may be made to the extent
necessary to avoid the payment of a four percent federal excise tax. Earnings
and profits distributed to shareholders on redemption of Fund shares ("tax
equalization") may be utilized by the Fund, to the extent permissible, as part
of the Fund's dividends paid deduction on its federal income tax return.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principles. These
differences primarily relate to investments in forward contracts, foreign
denominated investments, passive foreign investment companies, and certain
securities sold at a loss. As a result, net investment income (loss) and net
realized gain (loss) on investment transactions for a reporting period may
differ significantly from

<PAGE>
- --------------------------------------------------------------------------------
THE JAPAN FUND, INC.
- --------------------------------------------------------------------------------

distributions during such period. Accordingly, the Fund may periodically make
reclassifications among certain of its capital accounts without impacting the
net asset value of the Fund. The Fund uses the identified cost method for
determining realized gain or loss on investments for both financial and federal
income tax reporting purposes.

OTHER. Investment security transactions are accounted for on a
trade-date basis. Dividend income and distributions to shareholders are
recorded on the ex-dividend date. Interest income is recorded on an accrual
basis. Acquisition discount and original issue discount are accreted for both
tax and financial reporting purposes.

B. PURCHASES AND SALES OF SECURITIES
- --------------------------------------------------------------------------------
For the year ended December 31, 1995, purchases and sales of investment
securities (excluding short-term investments) aggregated $352,815,732 and
$376,852,354, respectively.

Transactions in written options for the year ended December 31, 1995 are
summarized as follows:

OPTIONS ON CURRENCIES
----------------------------
PREMIUMS
JAPANESE YEN RECEIVED ($)
-----------------------------
<S> <C> <C>
Beginning of Period 4,177,500,000 1,861,822

Exercised (4,177,500,000) (1,861,822)
-------------- ----------

End of Period -- $ --
============== ==========

</TABLE>

C. RELATED PARTIES
- --------------------------------------------------------------------------------
Under the Investment Management Agreement (the " Management Agreement") with
Scudder, Stevens & Clark, Inc. (the "Adviser"), the Adviser directs the
investments of the Fund in accordance with its investment objective, policies,
and restrictions. The Adviser determines the securities, instruments, and other
contracts relating to investments to be purchased, sold or entered into by the
Fund. In addition to portfolio management services, the Adviser provides certain
administrative services in accordance with the Management Agreement. The Fund
agrees to pay the Adviser a fee equal to an annual rate of 0.85% of the first
$100,000,000 of the Fund's average daily net assets, 0.75% of the next
$200,000,000 of such assets, 0.70% of the next $300,000,000 of such assets and
0.65% of such net assets in excess of $600,000,000 computed and accrued daily
and paid

monthly. For the year ended December 31, 1995, the fee pursuant to the
Management Agreement amounted to $3,840,792, which was equivalent to an annual
effective rate of 0.75% of the Fund's average daily net assets. The Management
Agreement also provides that if the Fund's expenses, exclusive of taxes,
interest and extraordinary expenses, exceed specified limits, such excess, up to
the amount of the management fee, will be paid by the Adviser.

Under the Research Agreement, (the "Research Agreement") between the Adviser and
The Nikko International Capital Management Co., Ltd. ("NICAM"), an affiliate of
The Nikko Securities Co., Ltd., NICAM provides information, investment
recommendations, advice and assistance for use by the Adviser in advising the
Fund. Effective January 1, 1995, the Adviser agreed to pay NICAM a fee equal to
an annual rate of 0.10% of the Fund's average daily net assets computed and
accrued daily and paid monthly. On December 31, 1995, the research contract with
NICAM terminated. For the year ended December 31, 1995 the fee pursuant to the
Research Agreement amounted to $512,970.

Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the
transfer, dividend paying and shareholder service agent for the Fund. For the
year ended December 31, 1995, the amount charged to the Fund by SSC aggregated
$779,092, of which $61,459 is unpaid at December 31, 1995.

The Fund pays each of its Officers and Directors not affiliated with the Adviser
an annual fee plus specified amounts for attended board and committee meetings.
For the year ended December 31, 1995, the Officers and Directors fees aggregated
$145,087.

During the year ended December 31, 1995, there were $186,917 in commissions paid
or accrued by the Fund to The Nikko Securities Co., Ltd.

D. DIRECTORS' RETIREMENT BENEFITS
- --------------------------------------------------------------------------------

Under a retirement program, which became effective January 1, 1992, independent
members of the Board of Directors who meet certain criteria become eligible to
participate in a defined benefit retirement program. Under this program monthly
payments will be made for a period of 120 months by the Fund based on the
individual's final year basic Directors fees and length of service. For the year
ended December 31, 1995, Directors' retirement benefits amounted to

<PAGE>

THE JAPAN FUND, INC.
- --------------------------------------------------------------------------------

$44,000. At December 31, 1995, the Fund has accrued $162,007 for such benefits.

E. LINE OF CREDIT
- --------------------------------------------------------------------------------

The Fund and several affiliated Funds ("The Participants") share in a $500
million revolving credit facility for temporary or emergency purposes, including
the meeting of redemption requests that otherwise might require the untimely
disposition of securities. The Participants are charged an annual commitment fee
which is allocated among each of the Participants. Interest is calculated based
on the market rates at the time of the borrowing. The Fund may borrow up to a
maximum of 33 percent of its net assets under the agreement. In addition, the
Fund also maintains an uncommitted line of credit.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

TO THE SHAREHOLDERS AND THE BOARD OF DIRECTORS OF THE JAPAN FUND, INC.:

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of The Japan Fund, Inc. (the "Fund")
at December 31, 1995, the results of its operations, the changes in its net
assets and the financial highlights for each of the periods indicated, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1995 by
correspondence with the custodian and brokers and the application of alternative
procedures where confirmations from brokers were not received, provide a
reasonable basis for the opinion expressed above.

Boston, Massachusetts PRICE WATERHOUSE LLP
February 7, 1996

<PAGE>

THE JAPAN FUND, INC.
TAX INFORMATION

For its fiscal year ended December 31, 1995, the total amount of income
received by the Fund from sources within foreign countries and possessions of
the United States was $.01 per share (representing a total of $528,125). The
total amount of taxes paid by the Fund to such countries was $.01 per share
(representing a total of $528,125).

OFFICERS AND DIRECTORS

Henry Rosovsky
Chairman of the Board and
Director
Professor, Harvard University; Director, Corning Inc., Paine Webber Group

Douglas M. Loudon*
President

William L. Givens
Director
President, Twain Associates

William H. Gleysteen, Jr.
Director
President, The Japan Society, Inc.

Nobuo Ishizaka
Director
Non-executive Director, Atlas Copco, Kaigai Bussan K.K., HFI Food, Inc.

John F. Loughran
Director
Senior Adviser for Asia Pacific to J.P. Morgan & Co., Inc.

William V. Rapp
Director
Senior Research Fellow Columbia University; Visiting Lecturer, University of
Victoria; Managing Director, Rue Associates

O. Robert Theurkauf*
Director

Shoji Umemura
Director
Chairman, The Nikko Securities Co., Ltd.; Vice Chairman, Japan Securities
Dealers Association; Governor, Board of Governors, Tokyo Stock Exchange,
Association of Tokyo Stock Exchange Regular Members; Director, The Securities
Analysts Association of Japan; Executive Director, Federation of Economic
Organizations, Japan Federation of Employers Association; Advisor, Japan
Association of Corporate Executives; Advisor, Tokyo Chamber of Commerce and
Industry; Vice Chairman, Japan-Korea Economic Association; Member, Board of
Trustees, Waseda University; Chairman, Congregation, Waseda University

26
<PAGE>

THE JAPAN FUND, INC.

Hiroshi Yamanaka
Director
Advisor to the Board, The Meiji Mutual Life Insurance Company; Lifetime
Executive Director, Japan Association of Corporate Executives; Vice Chairman,
The Security Analysts Association of Japan; Governor, Board of Governors,
Tokyo Stock Exchange; Auditor, Bank of Tokyo, Ltd.; Director, Kirin Brewery
Co., Ltd., Nikon Corp.; Doctor of Commerce, Chuo University

Elizabeth J. Allan*
Vice President

William E. Holzer*
Vice President

Thomas W. Joseph*
Vice President

Seung Kwak*
Vice President

Edward J. O'Connell*
Vice President

Miyuki Wakatsuki
Vice President
Manager, Nikko International Capital Management Co., Ltd.

Gina Provenzano*
Vice President and Treasurer

Kathryn L. Quirk*
Vice President and Secretary

Thomas F. McDonough*
Assistant Secretary

Pamela A. McGrath*
Assistant Treasurer

HONORARY DIRECTORS
Tristan E. Beplat
Director, Daiwa Bank Trust Co., Yasuda Fire & Marine Insurance Co. of
America, Pacific Forum, Farfield Maxwell, Ltd; Member, Advisory Council, East
Asian Studies, Princeton University; Honorary Director, Japan Society,
U.S.-Asia Institute, Radix Ventures, Inc.

Allan Comrie
Former Director, The Japan Fund, Inc.

Jonathan Mason
Former Chairman of the Board and Director, The Japan Fund, Inc.

James W. Morley
Professor of Political Science Emeritus, Columbia University

Robert G. Stone, Jr.
Former Chairman of the Board and Director, The Japan Fund, Inc.
Chairman of the Board, Kirby Corporation

* Scudder Stevens & Clark, Inc.
27
<PAGE>

You can call toll free (1-800-343-2890) anytime day or night and get access to
automated information regarding transactions in your account as well as The
Japan Fund's share price. By using your touch-tone telephone and providing the
necessary information (including your account number), you can receive daily
updates from this computerized system.

We remind all shareholders that the Fund offers a free dividend reinvestment
program. You can obtain additional information about this feature and arrange to
have all dividends and capital gain distributions reinvested in additional Fund
shares by calling The Japan Fund Service Center at 1-800-53-JAPAN
(1-800-535-2726). The Fund typically distributes capital gains twice a year
(December and March).

HOW TO CONTACT US:

1-800-53-JAPAN

1-800-535-2726
(Outside the U.S. call 617-439-4640)

The Japan Fund
Shareholder Service Center
Two International Place
Boston, MA 02110

Scudder, Stevens & Clark, Inc.
Investment Manager

<PAGE>
THE JAPAN FUND, INC.

PART C. OTHER INFORMATION

<TABLE>
<S> <C>
<CAPTION>
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------

a. Financial Statements:
---------------------

Included in Part A:
Financial Highlights for the ten fiscal years ended December 31, 1996

Included in Part B:
Statement of Assets and Liabilities, as of December 31, 1996
Statement of Operations for the fiscal year ended December 31, 1996
Statements of Changes in Net Assets for the two fiscal years ended December
31, 1996
Financial Highlights for the ten fiscal years ended December 31, 1996
Notes to Financial Statements
Report of Independent Accountants

Statements, schedules and historical information other than those listed above have been
omitted since they are either not applicable or are not required.

b. Exhibits:
---------

All references are to the Registrant's Registration Statement on Form N-1A as filed
with the Securities and Exchange Commission on April 29, 1987. File nos. 33-13863
& 811-1090 (the "Registration Statement").

1. (a) Articles of Incorporation.
(Incorporated by reference to Exhibit 1(a) to Pre-Effective
Amendment No. 1 to the Registration Statement.)

(b) Articles of Amendment and Restatement of the Articles of
Incorporation.
(Incorporated by reference to Exhibit 1(b) to Post-Effective
Amendment No. 5 to the Registration Statement.)

2. (a) Registrant's By-Laws.
(Incorporated by reference to Exhibit 2(a) to Pre-Effective
Amendment No. 1 to the Registration Statement.)

(b) Amendment to Registrant's By-Laws dated January 28, 1993.
(Incorporated by reference to Exhibit 2(b) to Post-Effective
Amendment No. 6 to the Registration Statement.)

(c) Amendment to Registrant's By-Laws dated July 23, 1993.
(Incorporated by reference to Exhibit 2(c) to Post-Effective
Amendment No. 7 to the Registration Statement.)

(d) Amendment to Registrant's By-Laws dated April 25, 1996 is filed
herein.

(e) Amendment to Registrant's By-Laws dated October 25, 1996 is filed
herein.

Part C - Page 1
<PAGE>

3. Inapplicable.

4. Specimen of shares representing shares of capital stock of $.33 1/3
par value.
(Incorporated by reference to Exhibit 4 to Post-Effective Amendment
No. 2 to the Registration Statement.)

5. (a) Investment Management Agreement between the Registrant and
Asia Management Corporation ("Asia Management") dated May
24, 1991.
(Incorporated by reference to Exhibit 5(a) to Post-Effective
Amendment No. 5 to the Registration Statement.)

(b) Advisory Agreement between Asia Management and The Nikko
Research Center, Ltd. ("Nikko") dated July 1, 1986.
(Incorporated by reference to Exhibit 5(b) to the Registration
Statement.)

(c) Investment Management Agreement between Asia Management
and The Nikko International Capital Management Co., Ltd. dated
May 24, 1991.
(Incorporated by reference to Exhibit 5(c) to Post-Effective
Amendment No. 5 to the Registration Statement.)

(d) Agreement between Scudder, Stevens & Clark Ltd. and Asia
Management dated July 24, 1984.
(Incorporated by reference to Exhibit 5(d) to the Registration
Statement.)

(e) Investment Management Agreement between the Registrant and
Scudder, Stevens & Clark, Inc. dated January 1, 1994.
(Incorporated by reference to Exhibit 5(e) to Post-Effective
Amendment No. 7 to the Registration Statement.)

(f) Research Agreement between Scudder and The Nikko International
Capital Management Co., Ltd. dated January 1, 1994.
(Incorporated by reference to Exhibit 5(f) to Post-Effective
Amendment No. 7 to the Registration Statement.)

6. Underwriting Agreement between the Registrant and Scudder
Investor Services, Inc., formerly Scudder Fund Distributors, Inc.,
dated August 14, 1987.
(Incorporated by reference to Exhibit 6 to Post-Effective
Amendment No. 2 to the Registration Statement.)

7. Form of Directors' Retirement Plan.
(Incorporated by reference to Exhibit 7 to Post-Effective
Amendment No. 6 to the Registration Statement.)

8. (a) Custodian Agreement between the Registrant and Brown Brothers
Harriman & Co. ("Brown Brothers").
(Incorporated by reference to Exhibit 8(a) to the Registration
Statement.)

Part C - Page 2
<PAGE>

(b) Sub-Custodian Agreement between the Registrant and Brown
Brothers.
(Incorporated by reference to Exhibit 8(b) to the Registration
Statement.)

(c) Custodian Agreement between the Registrant and Brown Brothers
dated April 21, 1995.
(Incorporated by reference to Exhibit 8(c) to Post-Effective
Amendment No. 9 to the Registration Statement.)

9. (a) Transfer Agency and Service Agreement and Fee Schedule between
the Registrant and Scudder Service Corporation dated May 1, 1990.
(Incorporated by reference to Exhibit 9(a) to Post-Effective
Amendment No. 4 to the Registration Statement.)

(b) Shareholder Service Agreement and Fee Schedule between the
Registrant and Scudder Service Corporation dated August 14, 1987.
(Incorporated by reference to Exhibit 9(b) to Post-Effective
Amendment No. 2 to the Registration Statement.)

10. Inapplicable.

11. Consent of Independent Accountants is filed herein.

12. Inapplicable.

13. Inapplicable.

14. (a) Scudder Flexi-Plan for Corporations and Self-Employed
Individuals.
(Incorporated by reference to Exhibit 14(a) to Scudder Income Fund
Post-Effective Amendment No. 46 to its Registration Statement on
Form N-1A (File Nos. 2-13627 and 811-42).)

(b) Scudder Individual Retirement Plan.
(Incorporated by reference to Exhibit 14(b) to Scudder Income Fund
Post-Effective Amendment No. 46 to its Registration Statement on
Form N-1A (File Nos. 2-13627 and 811-42).)

(c) Scudder Funds 403(b) Plan.
(Incorporated by reference to Exhibit 14(c) to Scudder Income Fund
Post-Effective Amendment No. 46 to its Registration Statement on
Form N-1A (File Nos. 2-13627 and 811-42).)

(d) Scudder Employer - Select 403(b) Plan.
(Incorporated by reference to Exhibit 14(e)(2) to Scudder Income
Fund, Inc. Post-Effective Amendment No. 43 to its Registration
Statement on Form N-1A (File Nos. 2-13627 and 811-42).)

(e) Scudder Cash or Deferred Profit Sharing Plan under Section 401(k).
(Incorporated by reference to Exhibit 14(f) to Scudder Income Fund,
Inc. Post-Effective Amendment No. 43 to its Registration Statement
on Form N-1A (File Nos. 2-13627 and 811-42).)

Part C - Page 3
<PAGE>

15. Inapplicable.

16. Performance Information is incorporated by reference to Post-
Effective Amendment No. 2.

17. Financial Data Schedule is filed herein.

18. Inapplicable.

</TABLE>
Item 25. Persons Controlled by or under Common Control with Registrant
- -------- -------------------------------------------------------------

None

Item 26. Number of Holders of Securities as of March 31, 1997
- -------- ----------------------------------------------------

(1) (2)
Title of Class Number of Shareholders
-------------- ----------------------

Shares of capital stock 28,288
($.33 1/3 par value)

Item 27. Indemnification.
- -------- ----------------

A policy of insurance covering Scudder, Stevens & Clark, Inc.,
its subsidiaries including Scudder Investor Services, Inc.,
and all of the registered investment companies advised by
Scudder, Stevens & Clark, Inc. insures the Registrant's
Directors and officers and others against liability arising by
reason of an alleged breach of duty caused by any negligent,
error or accidental omission in the scope of their duties.

Article Eighth of Registrant's Articles of Incorporation
provides as follows:

EIGHTH: Each director and officer (and his heirs,
executors and administrators) shall be indemnified by the
Corporation against reasonable costs and expenses incurred by
him in connection with any action, suit or proceeding to which
he is made a party by reason of his being or having been a
director or officer of the Corporation, except in relation to
any action, suit or proceeding in which he has been adjudged
liable because of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office. In the absence of an adjudication which
expressly absolves the director or officer of liability to the
Corporation or its stockholders for willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office, or in the event of a
settlement, each director and officer (and his heirs,
executors and administrators) shall be indemnified by the
Corporation against payment made, including reasonable costs
and expenses, provided that such indemnity shall be
conditioned upon receipt by the Corporation of a written
opinion of independent counsel selected by the Board of
Directors, or the adoption by a majority of the entire Board
(in which majority there shall not be included any director
who shall have or shall at any time have had any financial
interest adverse to the Corporation in such action, suit or
proceeding or the subject matter or outcome thereof) of a
resolution, to the effect that the director or officer has no
liability by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office. The indemnity provided herein shall, in
the event of the settlement of any such action, suit or
proceeding, not exceed the costs and expenses (including
attorneys' fees) which would reasonably have been incurred if
such action, suit or proceeding had been litigated to a final
conclusion. Such a determination by independent counsel or by
the Board of Directors and the payment of amounts by the
Corporation on the basis thereof shall not prevent a
stockholder from challenging such indemnification by
appropriate legal proceeding on the grounds that the director
or officer was liable because of

Part C - Page 4
<PAGE>

willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
The foregoing rights and indemnification shall not be
exclusive of any other right to which the officers and
directors may be entitled according to law.

Reference is hereby made to the Underwriting Agreement
between the registrant and Scudder Investor Services, Inc.,
formerly Scudder Fund Distributors, Inc., filed as Exhibit 6
to the Initial Registration Statement, with respect to the
indemnification provisions thereunder.

Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

Item 28. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------

The Adviser has stockholders and employees who are denominated
officers but do not as such have corporation-wide
responsibilities. Such persons are not considered officers for
the purpose of this Item 28.

Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------

<TABLE>
<S> <C>
Stephen R. Beckwith Director, Vice President, Assistant Treasurer, Chief Operating Officer & Chief
Financial Officer, Scudder, Stevens & Clark, Inc. (investment adviser)**

Lynn S. Birdsong Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
President & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
President, The Japan Fund, Inc. (investment company)**
Supervisory Director, The Latin America Income and Appreciation Fund N.V. (investment
company) +
Supervisory Director, The Venezuela High Income Fund N.V.
(investment company) xx
Supervisory Director, Scudder Mortgage Fund (investment company)+
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities
I & II (investment company) +
Director, Canadian High Income Fund (investment company)#
Director, Hot Growth Companies Fund (investment company)#
Director, Sovereign High Yield Investment Company (investment company)+
Director, Scudder, Stevens & Clark (Luxembourg) S.A. (investment manager) #

Nicholas Bratt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, Scudder New Europe Fund, Inc. (investment company)**
President & Director, The Brazil Fund, Inc. (investment company)**
President & Director, The First Iberian Fund, Inc. (investment company)**
President & Director, Scudder International Fund, Inc. (investment company)**

Part C - Page 5
<PAGE>

President & Director, Scudder Global Fund, Inc. (President on all series except Scudder
Global Fund) (investment company)**
President & Director, The Korea Fund, Inc. (investment company)**
President & Director, Scudder New Asia Fund, Inc. (investment company)**
President, The Argentina Fund, Inc. (investment company)**
Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
Toronto, Ontario, Canada
Vice President, Scudder, Stevens & Clark Overseas Corporationoo

E. Michael Brown Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Trustee, Scudder GNMA Fund (investment company)*
Trustee, Scudder U.S. Treasury Fund (investment company)*
Trustee, Scudder Tax Free Money Fund (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Cash Investment Trust (investment company)*
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
Director & President, Scudder Realty Holding Corporation (a real estate holding
company)*
Director & President, Scudder Trust Company (a trust company)+++
Director, Scudder Trust (Cayman) Ltd.

Mark S. Casady Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director & Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director & Vice President, Scudder Service Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*

Linda C. Coughlin Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman & Trustee, AARP Cash Investment Funds (investment company)**
Chairman & Trustee, AARP Growth Trust (investment company)**
Chairman & Trustee, AARP Income Trust (investment company)**
Chairman & Trustee, AARP Tax Free Income Trust (investment company)**
Chairman & Trustee, AARP Managed Investment Portfolios Trust (investment
company)**
Director & Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director, SFA, Inc. (advertising agency)*

Margaret D. Hadzima Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*

Jerard K. Hartman Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder California Tax Free Trust (investment company)*
Vice President, Scudder Equity Trust (investment company)**
Vice President, Scudder Cash Investment Trust (investment company)*
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Global Fund, Inc. (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Vice President, Scudder Portfolio Trust (investment company)*
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President, Scudder International Fund, Inc. (investment company)**
Vice President, Scudder Investment Trust (investment company)*
Vice President, Scudder Municipal Trust (investment company)*
Vice President, Scudder Mutual Funds, Inc. (investment company)**
Vice President, Scudder New Asia Fund, Inc. (investment company)**

Part C - Page 6
<PAGE>

Vice President, Scudder New Europe Fund, Inc. (investment company)**
Vice President, Scudder Securities Trust (investment company)*
Vice President, Scudder State Tax Free Trust (investment company)*
Vice President, Scudder Funds Trust (investment company)**
Vice President, Scudder Tax Free Money Fund (investment company)*
Vice President, Scudder Tax Free Trust (investment company)*
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
Vice President, Scudder Pathway Series (investment company)*
Vice President, Scudder Variable Life Investment Fund (investment company)*
Vice President, The Brazil Fund, Inc. (investment company)**
Vice President, The Korea Fund, Inc. (investment company)**
Vice President, The Argentina Fund, Inc. (investment company)**
Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian
investment adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc. (investment company)**
Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
Vice President, Scudder World Income Opportunities Fund, Inc. (investment
company)**

Richard A. Holt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Variable Life Investment Fund (investment company)*

Dudley H. Ladd Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President & Trustee, Scudder Cash Investment Trust (investment company)*
Director, Scudder Global Fund, Inc. (investment company)**
Director, Scudder International Fund, Inc. (investment company)**
Director, Scudder Mutual Fund, Inc. (investment company)**
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Portfolio Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Trustee, Scudder Securities Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Equity Trust (investment company)**
Trustee, Scudder Funds Trust (investment company)**
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
President & Director, SFA, Inc. (advertising agency)*
Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*
Vice President & Director, Scudder Precious Metals, Inc. xxx

John T. Packard Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, Montgomery Street Income Securities, Inc. (investment company) o
Chairman, Scudder Realty Advisors, Inc. (realty investment adviser) x

Daniel Pierce Chairman & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman, Vice President & Director, Scudder Global Fund, Inc. (investment
company)**
Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
Chairman & Director, The First Iberian Fund, Inc. (investment company)**
Chairman & Director, Scudder International Fund, Inc. (investment company)**
Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
President & Trustee, Scudder Equity Trust (investment company)**
President & Trustee, Scudder GNMA Fund (investment company)*
President & Trustee, Scudder Portfolio Trust (investment company)*
President & Trustee, Scudder Funds Trust (investment company)**
President & Trustee, Scudder Securities Trust (investment company)*
President & Trustee, Scudder Investment Trust (investment company)*

Part C - Page 7
<PAGE>

President & Director, Scudder Institutional Fund, Inc. (investment company)**
President & Director, Scudder Fund, Inc. (investment company)**
President & Director, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Trustee, Scudder Municipal Trust (investment company)*
Vice President & Trustee, Scudder Variable Life Investment Fund (investment
company)*
Vice President & Trustee, Scudder Pathway Series (investment company)*
Trustee, Scudder California Tax Free Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Vice President, Montgomery Street Income Securities, Inc. (investment company)o
Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
adviser), Toronto, Ontario, Canada
Chairman & Director, Scudder Global Opportunities Funds (investment company)
Luxembourg
Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England
President & Director, Scudder Precious Metals, Inc. xxx
Vice President, Director & Assistant Secretary, Scudder Realty Holdings Corporation
(a real estate holding company)*
Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc.
(broker/dealer)*
Director, Scudder Latin America Investment Trust PLC (investment company)@
Director, Fiduciary Trust Company (banking & trust company) Boston, MA
Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA
Trustee, New England Aquarium, Boston, MA
Incorporator, Scudder Trust Company (a trust company)+++

Kathryn L. Quirk Director & Secretary, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director, Vice President & Assistant Secretary, The Argentina Fund, Inc. (investment
company)**
Director, Vice President & Assistant Secretary, Scudder International Fund, Inc.
(investment company)**
Director, Vice President & Assistant Secretary, Scudder New Asia Fund (investment
company)**
Trustee, Vice President & Assistant Secretary, Scudder Equity Trust (investment
company)**
Trustee, Vice President & Assistant Secretary, Scudder Securities Trust (investment
company)*
Trustee, Vice President & Assistant Secretary, Scudder Funds Trust (investment
company)**
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Vice President & Trustee, Scudder Tax Free Money Fund (investment company)*
Vice President & Trustee, Scudder Tax Free Trust (investment company)*
Vice President & Secretary, AARP Growth Trust (investment company)**
Vice President & Secretary, AARP Income Trust (investment company)**
Vice President & Secretary, AARP Tax Free Income Trust (investment company)**
Vice President & Secretary, AARP Cash Investment Funds (investment company)**
Vice President & Secretary, AARP Managed Investment Portfolios Trust (investment
company)**
Vice President & Secretary, The Japan Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder World Income Opportunities Fund, Inc.
(investment company)**
Vice President & Assistant Secretary, The Korea Fund, Inc. (investment company)**
Vice President & Assistant Secretary, The Brazil Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment
company)**

Part C - Page 8
<PAGE>

Vice President & Assistant Secretary, Montgomery Street Income Securities, Inc.
(investment company)o
Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder Pathway Series (investment company)*
Vice President & Assistant Secretary, Scudder New Europe Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, Scudder Variable Life Investment Fund (investment
company)*
Vice President & Assistant Secretary, The First Iberian Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, The Latin America Dollar Income Fund, Inc.
(investment company)**
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Director, Senior Vice President & Clerk, Scudder Investor Services, Inc.
(broker/dealer)*
Director, Vice President & Secretary, Scudder Fund Accounting Corporation (in-house
fund accounting agent)*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation (a real
estate holding company)*
Director & Clerk, Scudder Service Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc. xxx

Cornelia M. Small Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, AARP Cash Investment Funds (investment company)**
President, AARP Growth Trust (investment company)**
President, AARP Income Trust (investment company)**
President, AARP Tax Free Income Trust (investment company)**
President, AARP Managed Investment Portfolio Trust (investment company)**

Edmond D. Villani Director, President & Chief Executive Officer, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Chairman & Director, The Argentina Fund, Inc. (investment company)**
Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
Chairman & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Supervisory Director, Scudder Mortgage Fund (investment company) +
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities
I & II (investment company)+
Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Director, The Brazil Fund, Inc. (investment company)**
Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
President & Director, Scudder, Stevens & Clark Overseas Corporationoo
President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Director, IBJ Global Investment Management S.A., (Luxembourg investment
management company) Luxembourg, Grand-Duchy of Luxembourg

Stephen A. Wohler Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Montgomery Street Income Securities, Inc. (investment company)o

Part C - Page 9
<PAGE>

* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
+++ 5 Industrial Way, Salem, NH
o 101 California Street, San Francisco, CA
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
+ John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
xx De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
@ c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon, U.K.

</TABLE>
Item 29. Principal Underwriters.
- -------- -----------------------

(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust
Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc.
Scudder International Fund, Inc.
Scudder Investment Trust
Scudder Municipal Trust
Scudder Mutual Funds, Inc.
Scudder Pathway Series
Scudder Portfolio Trust
Scudder Securities Trust
Scudder State Tax Free Trust
Scudder Tax Free Money Fund
Scudder Tax Free Trust
Scudder U.S. Treasury Money Fund
Scudder Variable Life Investment Fund
AARP Cash Investment Funds
AARP Growth Trust
AARP Income Trust
AARP Tax Free Income Trust
AARP Managed Investment Portfolios Trust
The Japan Fund, Inc.

(b)

<TABLE>
<S> <C> <C> <C>
<CAPTION>
(1) (2) (3)

Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------

E. Michael Brown Assistant Treasurer None
Two International Place
Boston, MA 02110

Part C - Page 10
<PAGE>

Mark S. Casady Director and Vice President None
Two International Place
Boston, MA 02110

Linda Coughlin Director and Senior Vice President None
Two International Place
Boston, MA 02110

Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154

Paul J. Elmlinger Senior Vice President and Assistant None
345 Park Avenue Clerk
New York, NY 10154

Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110

Thomas W. Joseph Director, Vice President, Vice President
Two International Place Treasurer and Assistant Clerk
Boston, MA 02110

Dudley H. Ladd Director and Senior Vice President None
Two International Place
Boston, MA 02110

David S. Lee Director, President and Assistant None
Two International Place Treasurer
Boston, MA 02110

Thomas F. McDonough Assistant Clerk Assistant Secretary
Two International Place
Boston, MA 02110

Thomas H. O'Brien Assistant Treasurer None
345 Park Avenue
New York, NY 10154

Edward J. O'Connell Assistant Treasurer Vice President
345 Park Avenue
New York, NY 10154

Daniel Pierce Director, Vice President None
Two International Place and Assistant Treasurer
Boston, MA 02110

Kathryn L. Quirk Director, Senior Vice President and Vice President and
345 Park Avenue Clerk Secretary
New York, NY 10154

Part C - Page 11
<PAGE>

Edmund J. Thimme Vice President None
345 Park Avenue
New York, NY 10154

Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110

David B. Watts Assistant Treasurer None
Two International Place
Boston, MA 02110

Linda J. Wondrack Vice President None
Two International Place
Boston, MA 02110

</TABLE>
The Underwriter has employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of
this Item 29.

(c)

<TABLE>
<S> <C> <C> <C> <C> <C>
<CAPTION>
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------

Scudder Investor None None None None
Services, Inc.
</TABLE>

Item 30. Location of Accounts and Records.
- -------- ---------------------------------

Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by the Registrant at its
offices, 345 Park Avenue, New York, NY 10154 with the
exception of the accounts, books and other documents relating
to the duties of the registrant's custodian, which are
maintained by the registrant's custodian, Brown Brothers
Harriman & Co., 40 Water Street, Boston, Massachusetts 02109.
Records relating to the duties of the Registrant's transfer
agent are maintained by Scudder Service Corporation, Two
International Place, Boston, Massachusetts 02110-4103.

Item 31. Management Services.
- -------- --------------------

Inapplicable.

Item 32. Undertakings.
- -------- -------------

Inapplicable.

Part C - Page 12
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and the State of New York,
on the 25th day of April, 1997.

THE JAPAN FUND, INC.

By:/s/Lynn Birdsong
----------------
Lynn Birdsong
President

Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>

SIGNATURE TITLE DATE

/s/Henry Rosovsky
- --------------------------------------
Henry Rosovsky* Chairman of the Board and Director April 25, 1997

/s/Lynn Birdsong
- --------------------------------------
Lynn Birdsong President (Principal Executive April 25, 1997
Officer)

/s/Gina Provenzano
- --------------------------------------
Gina Provenzano* Treasurer (Principal Financial and April 25, 1997
Accounting Officer) and Vice President

/s/William L. Givens
- --------------------------------------
William L. Givens* Director April 25, 1997

/s/William H. Gleysteen, Jr.
- --------------------------------------
William H. Gleysteen, Jr. * Director April 25, 1997

/s/John F. Loughran
- --------------------------------------
John F. Loughran* Director April 25, 1997

<PAGE>

/s/Yoshihiko Miyauchi
- --------------------------------------
Yoshihiko Miyauchi* Director April 25, 1997

/s/William V. Rapp
- --------------------------------------
William V. Rapp* Director April 25, 1997

/s/O. Robert Theurkauf
- --------------------------------------
O. Robert Theurkauf* Director April 25, 1997

/s/Shoji Umemura
- --------------------------------------
Shoji Umemura* Director April 25, 1997

/s/Hiroshi Yamanaka
- --------------------------------------
Hiroshi Yamanaka* Director April 25, 1997

*By:/s/Kathryn L. Quirk
----------------
Kathryn L. Quirk,
Attorney-in-fact pursuant to powers of attorney contained in the
signature pages of Post- Effective Amendment No. 9 to the Registration
Statement.
</TABLE>

2
<PAGE>
File No. 33-13863
File No. 811-1090

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

FORM N-1A

POST-EFFECTIVE AMENDMENT NO. 10

TO REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AND

AMENDMENT NO. 21

TO REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

THE JAPAN FUND, INC.

<PAGE>

THE JAPAN FUND

EXHIBIT INDEX

Exhibit 2(d)

Exhibit 2(e)

Exhibit 9(c)

Exhibit 11

Exhibit 17

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 10 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
January 31, 1997, relating to the financial statements and financial highlights
of The Japan Fund, Inc., which appears in such Statement of Additional
Information, and to the incorporation by reference of our report into the
Prospectus which constitutes part of this Registration Statement. We also
consent to the reference to us under the heading "Financial highlights" in the
Prospectus and under the heading "Experts" in the Statements of Additional
Information.

/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
April 24, 1997

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from The Japan
Fund, Inc. Annual Report for the fiscal year ended December 31, 1996 and is
qualified in its entirety by reference to such financial statements.

</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> THE JAPAN FUND, INC.

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 414,147,478
<INVESTMENTS-AT-VALUE> 383,924,943
<RECEIVABLES> 4,956,613
<ASSETS-OTHER> 1,534,075
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 390,415,631
<PAYABLE-FOR-SECURITIES> 1,582,918
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,868,751
<TOTAL-LIABILITIES> 4,451,669
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 463,319,556
<SHARES-COMMON-STOCK> 46,358,011
<SHARES-COMMON-PRIOR> 58,139,460
<ACCUMULATED-NII-CURRENT> (9,942,905)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (37,203,728)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (30,208,961)
<NET-ASSETS> 385,963,962
<DIVIDEND-INCOME> 2,394,032
<INTEREST-INCOME> 1,546,708
<OTHER-INCOME> 0
<EXPENSES-NET> 5,570,949
<NET-INVESTMENT-INCOME> (1,630,209)
<REALIZED-GAINS-CURRENT> 44,197
<APPREC-INCREASE-CURRENT> (48,654,817)
<NET-CHANGE-FROM-OPS> (50,240,829)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,998,120
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 20,114,876
<NUMBER-OF-SHARES-REDEEMED> 32,276,965
<SHARES-REINVESTED> 380,640
<NET-CHANGE-IN-ASSETS> (162,840,211)
<ACCUMULATED-NII-PRIOR> 19,531,476
<ACCUMULATED-GAINS-PRIOR> (52,013,581)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,621,876
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,570,949
<AVERAGE-NET-ASSETS> 482,022,471
<PER-SHARE-NAV-BEGIN> 9.44
<PER-SHARE-NII> (0.03)
<PER-SHARE-GAIN-APPREC> (1.00)
<PER-SHARE-DIVIDEND> 0.08
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.33
<EXPENSE-RATIO> 1.16
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

Exhibit 2(d)

THE JAPAN FUND, INC.

Certificate as to Resolution

Board Members

The undersigned certifies that he is the Assistant Secretary of The Japan Fund,
Inc. (the "Fund"), a Maryland corporation, and that, as such, he is authorized
to execute this Certificate on behalf of the Fund, and further certifies that
the following is a complete and correct copy of a resolution duly adopted by the
duly elected Members of the Board at a meeting duly called, convened and held on
April 23, 1996, at which a quorum was present and acting throughout, and that
such resolution has not been amended and is in full force and effect.

RESOLVED, that, pursuant to the provision of Article VIII of
the Fund's By-Laws, the first sentence of Article II, Section
2 of the Fund's By-Laws is hereby amended to read as follows
(additions underlined, deletions struck out):

Section 2. Number - Election - Term. The number of directors
shall be ten nine, but a majority of the entire Board of
Directors may increase such number at any time or from time to
time to not more than twenty-one, and may elect directors to
fill the vacancies created by any such increase in the number
of directors; provided that no such vacancy may be so filled
after the first annual meeting of stockholders of the
Corporation if immediately after filling such vacancy less
than two-thirds of the directors then holding office would
have been elected by the stockholders at an annual or special
meeting.

IN WITNESS WHEREOF, I hereunto set my hand this 25th day of April, 1996.

/s/Thomas F. McDonough
----------------------
Assistant Secretary

Exhibit 2(e)

THE JAPAN FUND, INC.

Amendment to the By-Laws

On October 25, 1996, the Board of Directors of The Japan Fund, Inc.
adopted the following resolutions amending the By-Laws of the Fund:

RESOLVED, that, pursuant to the provision of Article VIII of
the Fund's By-Laws, the first sentence of Article I Section 2,
and Article III, Section 2 of the Fund's By-Laws is hereby
amended to read as follows (additions underlined, deletions
struck out):

Section 2 Special Meetings. Special meetings of
stockholders may be held for any purpose or purposes, at any
place within the United States as determined by the Board of
Directors when called by the Chairman of the Board or the
President or the Secretary or by the Board of Directors, and
shall be called by the Secretary upon receipt of the request
in writing signed by the holders of shares entitled to not
less than 25% 50% of all the votes entitled to be cast at such
meeting, provided that (a) such request shall state the
purpose or purposes of such meetings and the matters proposed
to be acted on and (b) the stockholders requesting such
meeting shall have paid to the Corporation the reasonably
estimated cost of preparing and mailing the notice thereof,
which the Secretary shall determine and specify to such
stockholders.

Section 2. Other Committees. The Board of Directors,
by the affirmative vote of a majority of the entire Board, may
appoint other committees which shall in each case consist of
such number of members (not less than two) who need not be
members of the Board of Directors and shall have and may
exercise such powers as the Board may determine in the
resolution appointing them. A majority of all members of any
such committee may determine its action and fix the time and
place of its meetings, unless the Board of Directors shall
otherwise provide. The Board of Directors, by the affirmative
vote of a majority of the entire Board, shall have power at
any time to change the members and powers of any such
committee, to fill vacancies, and to discharge any such
committee. If the Board of Directors has given general
authorization for the issuance of stock with such
authorization providing for or establishing a method or
procedure for determining the maximum number of shares to be
issued, a committee of the Board, in accordance with that
general authorization, or any stock option or other plan or
program adopted by the Board, may authorize or fix the terms

<PAGE>

of stock subject to classification or reclassification and the
terms on which any stock may be issued, including all terms
and conditions required or permitted to be established or
authorized by the Board of Directors under Article V of these
By-Laws.

Exhibit 9(c)

COMPASS AND TRAK 2000 SERVICE AGREEMENT

THIS AGREEMENT is made as of this 19th day of July, 1996, by and between
SCUDDER TRUST COMPANY, a New Hampshire banking corporation ("Trust Company") and
THE JAPAN FUND, INC., a Maryland corporation ("the Fund").

WITNESSETH:

WHEREAS, Trust Company is engaged in the business of providing certain
recordkeeping and other services; and

WHEREAS, the Fund is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940, as amended; and

WHEREAS, Trust Company is willing to provide to the Fund such recordkeeping
and other services in connection with the COMPASS and TRAK 2000 systems and in
addition is willing to provide certain order processing services as agent for
the Fund; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:

1. Terms of Appointment; Performance of Duties.

1.1. Appointment. Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints Trust Company (i) to act as, and
Trust Company agrees to act as, recordkeeping agent with respect to the
authorized and issued shares of beneficial interest of the Fund ("Shares") or
units representing such Shares ("Units"), and (ii) to act as an agent of the
Fund for the purpose of receiving requests for the purchase and redemption of
Shares or Units (collectively, "Shares") and communicating such requests to the
Fund's transfer agent ("Transfer Agent"), in connection with certain retirement
and employee benefit plans established under the Internal Revenue Code of 1986
including but not limited to defined contribution plans, Section 403(b) plans,
individual retirement accounts and deferred compensation plans (each a "Plan" or
collectively the "Plans"), utilizing the Comprehensive Participant Accounting
Services ("COMPASS") or TRAK 2000 system, and established by plan
administrators, employers, trustees, custodians and other persons (each
individually an "Administrator" or collectively the "Administrators") on behalf
of employers (each individually an "Employer" or collectively the "Employers")
and individuals for certain participants in such Plans (each individually a
"Participant" or collectively the "Participants").

1.2. Recordkeeping. Trust Company agrees that it will perform the following
recordkeeping services in connection with the COMPASS and TRAK 2000 systems in
accordance with procedures established from time to time by agreement between
the Fund and Trust Company. Subject to instructions from the Administrators,
Trust Company shall:

(i) receive from Administrators instructions for the purchase of
Shares of the Fund, confirm compliance with such instructions and, as agent
of the respective Administrators, deliver within a reasonable time such
instructions and any appropriate documentation therefor to the Transfer Agent
of the Fund duly appointed by the Trustees of the Fund (the "Transfer Agent");
<PAGE>

(ii) record the purchase by Plans of the appropriate number of
Shares or Units and within a reasonable time allocate such Shares or Units among
the Participants' accounts;

(iii) record dividends and capital gains distributions on behalf of
Participants;

(iv) receive from Administrators instructions for redemption and
repurchase requests and directions, confirm compliance with such instructions
and as agent of the respective Administrators deliver within a reasonable time
such instructions and any appropriate documentation therefor to the Transfer
Agent;

(v) record the redemption or repurchase by Plans of the appropriate
number of Shares or Units and within a reasonable time make the appropriate
adjustments among the Participants' accounts;

(vi) certify to the Fund no less frequently than annually the
number of Participants accounts for which records are maintained hereunder;

(vii) maintain records of account for and advise the Fund and
Administrators and Participants, when appropriate, as to the foregoing;

(viii) maintain all Plan and Participant accounts other than accounts
maintained by the Transfer Agent; and

(ix) maintain and mail administrative reports and Participant
statements.

Procedures applicable to certain of these services may be established from
time to time by agreement between the Fund and Trust Company.

1.3. Order Processing.

(a) In addition to the recordkeeping to be performed in accordance
with Section 1.02 above, the Fund hereby appoints Trust Company, and Trust
Company agrees to act, as the Fund's agent for the purpose of receiving requests
for the purchase and redemption of Shares or Units and communicating such
requests to the Fund's Transfer Agent, subject to and in accordance with the
terms of this Agreement, and as follows:

(i) Trust Company shall receive from the Plans, Plan
participants, Plan sponsors, authorized Plan committees or Plan trustees,
according to Trust Company's agreement with each Plan, by the close of regular
trading on the New York Stock Exchange (the "Close of Trading") each business
day that the New York Stock Exchange is open for business ("Business Day")
instructions for the purchase and redemption of Shares (together,
"Instructions"). Instructions received by Trust Company after the Close of
Trading on any Business Day shall be treated as received on the next Business
Day.

(ii) In connection with the COMPASS system, Trust Company shall
compute net purchase requests or net redemption requests for Shares of the Fund
for each Plan based on Instructions received each Business Day.

(iii) Trust Company shall communicate purchase and redemption
requests for Shares of the Fund, netted in accordance with (ii) above in the
case of COMPASS ("Orders"), to the Transfer Agent, for acceptance by the Fund or

2
<PAGE>

its agents, in the manner specified herein, and promptly deliver, or instruct
the Plans (or the Plans' trustees as the case may be) to deliver, appropriate
documentation and, in the case of purchase requests, payment therefor to the
Transfer Agent. Orders shall be based solely on Instructions received by Trust
Company from the Plans, Plan participants, Plan sponsors, authorized Plan
committees or Plan trustees.

(b) Trust Company shall maintain adequate records related to, and
advise the Transfer Agent as to, the foregoing, as instructed by the Fund, or by
the Transfer Agent or other person designated to act on the Fund's behalf. To
the extent required under the 1940 Act and rules thereunder, Trust Company
agrees that such records maintained by it hereunder will be preserved,
maintained and made available in accordance with the provisions of the 1940 Act
and rules thereunder, and copies or, if required, originals will be surrendered
promptly to the Fund, Transfer Agent or other person designated to act on the
Fund's behalf, on and in accordance with its request. Records surrendered
hereunder shall be in machine readable form, except to the extent that Trust
Company has maintained such records only in paper form. This provision shall
survive the termination of this Agreement.

(c) Trust Company shall perform its duties hereunder subject to the
terms and conditions of the Fund's current prospectus; the Fund and the Trust
Company may establish such additional procedures for order processing not
inconsistent with the terms of this Agreement as they reasonably determine to be
necessary or advisable from time to time.

(d) Trust Company acknowledges that it is not authorized by the Fund
to register the transfer of the Fund's Shares or to transfer record ownership of
the Fund's Shares, and that only the Transfer Agent is authorized to perform
such activities.

1.4. Agents of Trust Company. Trust Company may engage one or more
individuals, corporations, partnerships, trusts or other entities (including
affiliates of Trust Company) to act as its subcontractor(s) or agent(s)
("Agents") in providing the services contemplated hereunder. Any such Agent
shall be required to comply with the terms of this Agreement applicable to the
performance of such services it is performing as though it were the Trust
Company. Further, the Trust Company shall be solely responsible for, and assumes
all liability for, the actions and inactions of such Agents in connection with
their performance of such services.

2. Fees and Expenses.

2.1. Fees. For performance by Trust Company of services pursuant to
this Agreement, the Fund agrees to pay Trust Company an annual maintenance fee
for each Participant account as set out in the fee schedule, as amended from
time to time. Such fee schedule and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time by mutual
agreement between the Fund and Trust Company. The parties hereto acknowledge
that the fees payable hereunder are for administrative and recordkeeping
services only and do not constitute payment in any manner for investment
advisory or distribution services.

2.2. Expenses. In addition to the fee paid under Section 2.1 above, the
Fund agrees to reimburse Trust Company for out-of-pocket expenses or advances
incurred by Trust Company for the items set out in the fee schedule. In
addition, any other expenses incurred by Trust Company, at the request or with
the consent of the Fund, will be reimbursed by the Fund. The Fund agrees to pay
all fees and reimbursable expenses promptly. Postage and the cost of materials
for mailing of administrative reports, Participant statements and other mailings
to all Employer accounts or Participants shall be advanced to Trust Company by

3
<PAGE>

the Fund at least two (2) days prior to the mailing date of such materials or
paid within two (2) days of the receipt by the Fund of a bill therefor.

3. Representations and Warranties of Trust Company.

Trust Company represents and warrants to the Fund that:

(i) It is a banking corporation duly organized and existing and in good
standing under the laws of The State of New Hampshire.

(ii) It has the legal power and authority to carry on its business in any
jurisdiction where it does business.

(iii) It is empowered under applicable laws and by its charter and by-laws
to enter into and perform this Agreement.

(iv) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.

(v) It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations underthis
Agreement.

4. Representations and Warranties of the Fund.

The Fund represents and warrants to Trust Company that:

(i) It is a business trust duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.

(ii) It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.

(iii) All proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this Agreement.

(iv) It is an investment company registered under the Investment Company
Act of 1940, as amended (the "Act").

(v) It makes available its Shares in connection with certain Plans.

(vi) A majority of the Trustees of the Fund who are not interested persons
have made findings to the effect that:

(a) the Agreement is in the best interest of the Fund and its
shareholders;

(b) the services to be performed pursuant to the Agreement are
services required for the operation of the Fund;

4
<PAGE>

(c) Trust Company can provide services the nature and quality of which
are at least equal to those provided by others offering the same or similar
services; and

(d) the fees charged by Trust Company for such services are fair and
reasonable in the light of the usual and customary charges made by others for
services of the same nature and quality.

(vii) A registration statement under the Securities Act of 1933, as
amended, has been filed and has become effective, and appropriate state
securities law filings have been made with respect to all Shares of the Fund
being offered for sale. The Fund shall notify Trust Company (i) if such
registration statement or any state securities registration or qualification has
been terminated or a stop order has been entered with respect to the Shares or
(ii) if such registration statement shall have been amended to cover Shares of
any additional Series (as hereinafter defined in Section 8.1).

5. Indemnification.

5.1. By Fund. Trust Company shall not be responsible for, and the Fund
shall indemnify and hold Trust Company harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:

(a) All actions of Trust Company or its agents required to be taken
pursuant to this Agreement, provided that such actions are taken in good faith
and without negligence or willful misconduct.

(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.

(c) The reliance on or use by Trust Company or its agents of
information, records and documents which (i) are received by Trust Company or
its agents and furnished to it by or on behalf of the Fund, and (ii) have been
prepared and/or maintained by the Fund or any other person or firm (except Trust
Company) on behalf of the Fund.

(d) The reliance on or the carrying out by Trust Company or its agents
of any written instructions or requests of the Fund or any person acting on
behalf of the Fund.

(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations, or the securities laws or
regulations of any state that such Shares be registered in such state, or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.

5.2. By Trust Company. Trust Company shall indemnify and hold the Fund
harmless from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or attributable to Trust
Company's refusal or failure to comply with the terms of this Agreement, or
which arise out of Trust Company's lack of good faith, negligence or willful
misconduct or which arise out of the breach of any representation or warranty of
Trust Company hereunder.

5.3. Reliance. At any time Trust Company may apply to any officer of the
Fund for instructions, and may consult with legal counsel (which may also be
legal counsel for the Fund) with respect to any matter arising in connection
with the services to be performed by Trust Company under this Agreement, and
Trust Company shall not be liable and shall be indemnified by the Fund for any

5
<PAGE>

action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. Trust Company and its agents shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Fund, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided Trust Company or its agents by telephone, in person,
machine-readable input, telex, CRT data entry or other similar means authorized
by the Fund, and shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Fund.

5.4. Acts of God. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable to
the other for any damages resulting from such failure to perform or otherwise
from such causes.

5.5. Procedures. In order that the indemnification provisions contained in
this Article 5 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.

6. Covenants of the Fund and Trust Company.

6.1. Adequate Facilities. Trust Company hereby agrees to establish and
maintain facilities, personnel, and computer and other facilities and procedures
reasonably acceptable to the Fund for safekeeping of records, for the
preparation or use, and for keeping account of, such records, and for order
processing.

6.2. Insurance. Trust Company shall at all times maintain insurance
coverage which is reasonable and customary in light of its duties hereunder and
its other obligations and activities, and shall notify the Fund of any changes
in its insurance coverage unless the Fund is covered by the same policy and such
change is also applicable to the Fund.

6.3. Records. Trust Company shall keep records relating to the services to
be performed hereunder, in the form and manner as it may deem advisable.

6.4. Confidentiality. Trust Company and the Fund agree that all books,
records, information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.

6.5. Inspection. In case of any requests or demands for the inspection of
the records relating to Plan accounts and Participant accounts with the Fund,
Trust Company will endeavor to notify the Fund and to secure instructions from
an authorized officer of the Fund as to such inspection. Trust Company reserves
the right, however, to exhibit such records to any person whenever it is
reasonably advised by counsel to the Fund that it may be held liable for the
failure to exhibit such records to such person.

6
<PAGE>

6.6. Laws Applicable to Fund. Trust Company acknowledges that the Fund, as
a registered investment company under the Act, is subject to the provisions of
the Act and the rules and regulations thereunder, and that the offer and sale of
the Fund's Shares are subject to the provisions of federal and state laws and
regulations applicable to the offer and sale of securities. The Fund
acknowledges that Trust Company is not responsible for the Fund's compliance
with such laws, rules and regulations. If the Fund advises Trust Company that a
procedure of Trust Company related to the discharge of its obligations hereunder
has or may have the effect of causing the Fund to violate any of such laws or
regulations, Trust Company shall use its best efforts to develop an alternative
procedure which does not have such effect.

6.7. Relationship to Plans. Trust Company acknowledges to the Fund that,
as the offeror of COMPASS and TRAK 2000, Trust Company does not act as a plan
administrator or as a fiduciary under the Employee Retirement Income Security
Act of 1974, as amended from time to time, with respect to any Plan. Trust
Company shall not be responsible for determining whether the terms of a
particular Plan or the Shares of the Fund are appropriate for the Plan or
Participant and does not guarantee the performance of the Fund.

7. Termination of Agreement.

This Agreement may be terminated by either party on the last day of the
month next commencing after thirty (30) days written notice to the other party.
Upon termination of this Agreement, the Fund shall pay to Trust Company such
fees and expenses as may be due as of the date of such termination. Should the
Fund exercise its right to terminate this Agreement, Trust Company reserves the
right to charge for any other reasonable expenses associated with such
termination.

8. Additional Series of the Fund.

8.1. Establishment of Series. Shares of the Fund are of a single class;
however, Shares may be divided into additional series ("Series") that may be
established from time to time by action of the Trustees of the Fund. If the
context requires and unless otherwise specifically provided herein, the term
"Fund" as used in this Agreement shall mean in addition each separate Series
currently existing or subsequently created, and the term "Shares" shall mean all
shares of beneficial interest of the Fund, whether of a single class or divided
into separate Series of the Fund currently existing or hereinafter created.

8.2. Notice to Trust Company. In the event that the Fund establishes one
or more or additional Series of Shares in addition to the original Series with
respect to which it desires to have Trust Company render services as
recordkeeping agent under the terms hereof, it shall so notify Trust Company in
writing, and upon the effectiveness of a registration statement under the
Securities Act of 1933, as amended, relating to such Series of Shares and unless
Trust Company objects in writing to providing such services, such Series shall
be subject to this Agreement.

8.3. Suspension. In the event that the Fund suspends the offering of
Shares of any one or more Series, it shall so notify Trust Company in writing to
such effect.

9. Assignment.

Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns.

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<PAGE>

10. Amendment.

This Agreement may be amended or modified by a written agreement executed
by both parties.

11. Massachusetts Law to Apply.

This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.

12. Entire Agreement.

This Agreement constitutes the entire agreement between the parties
hereto.

13. Correspondence.

Trust Company will answer correspondence from Administrators relating to
Plan and Plan participant accounts and such other correspondence as may from
time to time be mutually agreed upon and notify the Fund of any correspondence
which may require an answer from the Fund.

14. Further Actions.

Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.

15. Interpretive Provisions.

In connection with the operation of this Agreement, Trust Company and the
Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions are to be signed by the parties and annexed hereto, but no
such provisions shall contravene any applicable federal or state law or
regulation and no such interpretive or additional provision shall be deemed to
be an amendment of this Agreement.

16. Miscellaneous.

The name The Japan Fund, Inc. is the designation of the Trustees for the
time being under Articles
of Incorporation dated January 7, 1992, as amended,
and all persons dealing with the Fund must look solely to the Fund property for
the enforcement of any claims against the Fund as neither the Trustees,
officers, agents nor shareholders assume any personal liability for obligations
entered into on behalf of the Fund. No Series of the Fund shall be liable for
any claims against any other Series of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.

SCUDDER TRUST COMPANY

By: /s/Dennis M. Cronin, Jr.
----------------------------------
Dennis M. Cronin, Jr.
Title: Vice President and Treasurer
----------------------------------

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<PAGE>

THE JAPAN FUND, INC.

By: /s/Thomas F. McDonough
----------------------------------
Thomas F. McDonough
Title: Assistant Secretary
----------------------------------