THE JAPAN FUND, INC.
Supplement to Statement of Additional Information
Dated May 1, 1998
Zurich Insurance Company ("Zurich"), which is the majority owner of the Fund's
investment manager, Scudder Kemper Investments, Inc. ("Scudder Kemper"), has
combined its businesses with the financial services businesses of B.A.T
Industries p.l.c. ("B.A.T"). The resulting company, Zurich Financial Services
("Zurich Financial Services"), has become Zurich's parent company. As a result
of the Zurich-B.A.T transaction, the former stockholders of B.A.T indirectly own
a 43% interest in Zurich through a new holding company, Allied Zurich p.l.c.
This change in ownership of Zurich may be deemed to have caused a "change in
control" of Scudder Kemper, even though Scudder Kemper's operations will not
change as a result. The Investment Company Act of 1940, which regulates
investment companies such as your Fund, requires that fund stockholders approve
a new investment management agreement whenever there is a change in control of a
fund's investment manager (even in the most technical sense). Although this
transaction will have virtually no effect on the operations of Scudder Kemper or
the Fund, the Fund's stockholders approved a new investment management agreement
for the Fund to assure that there is no interruption in the services Scudder
Kemper provides to the Fund. A special meeting of stockholders (the "special
meeting") of the Fund was held on December 11, 1998, at which time the
stockholders, among other things, approved the new investment management
agreement. The new investment management agreement is effective as of September
7, 1998 and will be in effect for an initial term ending on the same date as
would the corresponding previous investment management agreement.
The Fund's Investment Management Agreement is substantially identical to the
previous investment management agreement except for the dates of execution and
termination.
The Fund's fundamental lending policy has been amended by a vote of stockholders
at the special meeting. As a matter of fundamental policy, the Fund may not:
o make loans except as permitted under the Investment Company Act of
1940, as amended, and as interpreted or modified by regulatory
authority having jurisdiction, from time to time.
December 28, 1998
