JAPAN FUND INC, 485BPOS, 2000-07-14

JAPAN FUND INC
485BPOS, 2000-07-14

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Filed with the Securities and Exchange Commission on July 14, 2000

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. 19
--

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 30
--

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) 295-2561
--------------

Maureen E. Kane
Scudder Kemper Investments, 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 July 14, 2000 pursuant to paragraph (b)

___ 60 days after filing pursuant to paragrap (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

<PAGE>
Part A of this Post-Effective Amendment No.19 to the Registration Statement is
incorporated by reference in its entirety to The Japan Fund Inc.'s
Post-Effective Amendment No. 17 on Form N-1A filed on May 1, 2000.

<PAGE>

Part B of this Post-Effective Amendment No.19 to the Registration Statement is
incorporated by reference in its entirety to The Japan Fund Inc.'s
Post-Effective Amendment No. 17 on Form N-1A filed on May 1, 2000 and the Annual
Report to Shareholders dated December 31, 1999 and filed on Form N-30D on March
2, 2000.

<PAGE>

[LOGO]

The Japan Fund, Inc.

Supplement to Prospectus Dated May 1, 2000

On or about October 2, 2000, this prospectus will offer two classes of shares of
The Japan Fund, Inc. to provide investors with different purchase options. The
two classes are Class S and Class AARP. Each class has its own important
features and policies. Shares of Class AARP will be especially designed for
members of AARP.

For your convenience, this supplement has been divided into two parts. Part I
provides information relating to important changes to the fund generally. Part
II provides information relating specifically to Class AARP. This supplement
provides information relating specifically to Class AARP of the fund. As always,
you should refer to the prospectus for general information about the fund,
including its investment approach, risks, and portfolio managers, and for
additional information relating to Class S, such as its historical performance
and its purchase, redemption and exchange procedures.

PART I -- General Information about the Fund

Past Performance

The fund's Class S shares' year-to-date total return as of June 30, 2000 was
-4.25%.

<PAGE>

How The Fund Calculates Share Price

For each share class of the fund, the share price is the net asset value per
share, or NAV. To calculate NAV, each share class of the fund uses the following
equation:

TOTAL ASSETS - TOTAL LIABILITIES
---------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING

Other Rights We Reserve

You should be aware that we may, for Class AARP and Class S shareholders, close
your account and send you the proceeds if your balance falls below $1,000; for
Class S shareholders, charge you $10 a year if your account balance falls below
$2,500; in either case, we will give you 60 days' notice so you can either
increase your balance or close your account (these policies don't apply to
retirement accounts, to investors with $100,000 or more in Scudder fund shares
or in any case where a fall in share price created the low balance).

PART II -- Specific Information about Class AARP

Scudder Kemper has agreed to pay a fee to AARP and/or its affiliates in return
for advice and other services relating to investments by AARP members in AARP
Class shares of a fund. This fee is calculated on a daily basis as a percentage
of the combined net assets of the AARP Classes of all funds managed by Scudder
Kemper. The fee rates, which decrease as the aggregate net assets of the AARP
Classes become larger, are as follows: 0.07% for the first $6 billion in net
assets, 0.06% for the next $10 billion and 0.05% thereafter.

Past Performance

As Class AARP does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table in the
fund's prospectus show how the total returns for the fund's Class S have varied
from year to year, and over time. Shares of the fund's Class AARP would have
substantially similar returns to Class S because the shares represent an
interest in the same portfolio of securities and the annual returns would differ
only to the extent that the classes have different expenses.

How Much Investors Pay

The table and expense example on page 6 of the prospectus describes the fees and
expenses for Class AARP or Class S shares.

2
<PAGE>

How to Buy, Sell or Exchange Class AARP Shares

Buying Shares Use these instructions to invest directly. Make out your check to
"The AARP Investment Program."

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Class AARP First investment Additional investments
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$1,000 or more for regular $50 or more if you use an
accounts Automatic Investment Plan
$500 or more for IRAs
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By mail o For enrollment forms, call Send a personalized
1-800-253-2277 investment slip or short
note that includes:
o Fill out and sign an
enrollment form o fund name

o Send it to us at the o account number
appropriate address, along
with an investment check o check payable to "The AARP
Investment Program"
--------------------------------------------------------------------------------
By wire o Call 1-800-253-2277 for o Call 1-800-253-2277 for
instructions instructions
--------------------------------------------------------------------------------
By phone -- o Call 1-800-253-2277 for
instructions
--------------------------------------------------------------------------------
With an automatic o Fill in the information o To set up regular
investment plan required on your enrollment investments from a bank
form and include a voided checking account, call
check 1-800-253-2277
--------------------------------------------------------------------------------
Payroll Deduction o Select either of these o Once you specify a dollar or
Deposit options on your enrollment Direct amount (minimum $50),
form and submit it. You will investments are automatic.
receive further instructions
by mail.
--------------------------------------------------------------------------------
Using QuickBuy -- o Call 1-800-253-2277
--------------------------------------------------------------------------------
On the Internet o Go to "Services and Forms - o Call 1-800-253-2277 to
How to Open an Account" at ensure you have electronic
aarp.scudder.com services

o Print out a prospectus and o Register at
an enrollment form aarp.scudder.com

o Complete and return the o Follow the instructions
enrollment form with your for buying shares with
check money from your bank
account
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
[ICON] Regular mail:
The AARP Investment Program, PO Box 2540, Boston, MA
02208-2540

Express, registered or certified mail:
The AARP Investment Program, 66 Brooks Drive, Braintree,
MA 02184-3839

Fax number: 1-800-821-6234 (for exchanging and selling
only)
--------------------------------------------------------------------------------

3
<PAGE>

Exchanging or Selling Shares Use these instructions to exchange or sell shares
in an account opened directly with Scudder.

--------------------------------------------------------------------------------
Class AARP Exchanging into another fund Selling shares
--------------------------------------------------------------------------------
$1,000 or more to open a new Some transactions, including
account ($500 for IRAs) most for over $100,000, can
only be ordered in writing;
if you're in doubt, see page
15 of the prospectus
--------------------------------------------------------------------------------
By phone o Call 1-800-253-2277 for o Call 1-800-253-2277 for
instructions instructions
--------------------------------------------------------------------------------
Using Easy-Access o Call 1-800- 631-4636 and o Call 1-800-631-4636 and
Line follow the instructions follow the instructions
--------------------------------------------------------------------------------
By mail or fax Your instructions should Your instructions should
(see previous include: include:
page)
o your account number o your account number
o names of the funds, class o name of the fund, class
and number of shares or and number of shares or
dollar amount you want to dollar amount you want to
exchange redeem
--------------------------------------------------------------------------------
With an automatic -- o To set up regular cash
withdrawal plan payments from an account,
call 1-800-253-2277
--------------------------------------------------------------------------------
Using QuickSell -- o Call 1-800-253-2277
On the Internet
o Register at aarp.scudder.com --

o Follow the instructions for
making on-line exchanges
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Services For AARP Class Investors
--------------------------------------------------------------------------------

To reach us: o Web site aarp.scudder.com
o Program representatives 1-800-253-2277, M-F, 8 a.m. - 8
p.m. EST
o Confidential fax line 1-800-821-6234, always open
o TDD line 1-800-634-9454, M-F, 9 a.m. - 5 p.m. EST
Services for o AARP Lump Sum Service For planning and setting up a lump
participants: sum distribution.
o AARP Legacy Service For organizing financial documents and
planning the orderly transfer of assets to heirs.
o AARP Goal Setting and Asset Allocation Service For
allocating assets and measuring investment progress.
o For more information, please call 1-800-253-2277.

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

July 14, 2000

<PAGE>

THE JAPAN FUND, INC.

SUPPLEMENT TO THE STATEMENT OF
ADDITIONAL INFORMATION DATED MAY 1, 2000

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

On or about October 2, 2000, this Statement of Additional Information
will offer two classes of shares of The Japan Fund, Inc. to provide investors
with different purchase options. The two classes are Class S and Class AARP.
Each class has its own important features and policies. Shares of Class AARP
will be especially designed for members of AARP.

The following disclosure replaces the disclosure regarding "Additional
Information About Opening an Account" on page 27:

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 members of 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
for Class S and $1,000 for Class AARP through Scudder Investor Services, Inc. by
letter, fax, or telephone.

Shareholders of other Scudder funds who have submitted an account
application and have certified a tax identification number, 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 NASD,
and banks may open an account by wire. Investors interested in investing in
Class S must call 1-800-225-5163 to get an account number. During the call the
investor will be asked to indicate the Fund name, class name, amount to be wired
($2,500 minimum for Class S and $1,000 for Class AARP), name of bank or trust
company from which the wire will be sent, the exact registration of the new
account, the tax identification number or Social Security number, address and
telephone number. The investor must then call the bank to arrange a wire
transfer to The Scudder Funds, Boston, MA 02101, ABA Number 011000028, DDA
Account 9903-5552. The investor must give the Scudder fund name, class name,
account name and the new account number. Finally, the investor must send a
completed and signed application to the Fund promptly. Investors interested in
investing in Class AARP should call 1-800-253-2277 for further instructions.

The minimum initial purchase amount is less than $2,500 for Class S
under certain plan accounts and is $1,000 for Class AARP.

The following disclosure replaces the disclosure regarding "Minimum balances" on
page 27:

Minimum balances

Shareholders should maintain a share balance worth at least $2,500 for
Class S and $1,000 for Class AARP. For fiduciary accounts such as IRAs, and
custodial accounts such as Uniform Gift to Minor Act and Uniform Trust to Minor
Act accounts, the minimum balance is $1000 for Class S and $500 for Class AARP.
These amounts may be changed by the Fund's Board of Directors. A shareholder may
open an account with at least $1,000 ($500 for fiduciary/custodial accounts), if
an automatic investment plan (AIP) of $100/month ($50/month for Class AARP and
fiduciary/custodial accounts) is established. Scudder group retirement plans and
certain other accounts have similar or lower minimum share balance requirements.

The Fund reserves the right, following 60 days' written notice to
applicable shareholders, to:

1
<PAGE>

o for Class S, assess an annual $10 per Fund charge (with the
fee to be paid to the Fund) for any
non-fiduciary/non-custodial account without an automatic
investment plan (AIP) in place and a balance of less than
$2,500; and

o redeem all shares in Fund accounts below $1,000 where a
reduction in value has occurred due to a redemption, exchange
or transfer out of the account. The Fund will mail the
proceeds of the redeemed account to the shareholder.

Reductions in value that result solely from market activity will not
trigger an involuntary redemption. Shareholders with a combined household
account balance in any of the Scudder Funds of $100,000 or more, as well as
group retirement and certain other accounts will not be subject to a fee or
automatic redemption.

Fiduciary (e.g., IRA or Roth IRA) and custodial accounts (e.g., UGMA or
UTMA) with balances below $100 are subject to automatic redemption following 60
days' written notice to applicable shareholders.

The following disclosure replaces the disclosure regarding "Additional
Information About Making Subsequent Investments by QuickBuy" on page 28:

Additional Information About Making Subsequent Investments by QuickBuy

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 QuickBuy program may purchase shares of the Fund by telephone. Through
this service shareholders may purchase up to $250,000. To purchase shares by
QuickBuy, shareholders should call before the close of regular trading on the
New York Stock Exchange (the "Exchange"), normally 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. QuickBuy 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 QuickBuy 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.
QuickBuy transactions are not available for most retirement plan accounts.
However, QuickBuy transactions are available for Scudder IRA accounts.

In order to request purchases by QuickBuy, 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 QuickBuy may so indicate on the application.
Existing shareholders who wish to add QuickBuy to their account may do so by
completing a QuickBuy Enrollment Form. After sending in an enrollment form
shareholders should allow 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, they 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.

2
<PAGE>

Investors interested in making subsequent investments in Class AARP of
the Fund should call 1-800-253-2277 for further instruction.

The following information replaces the disclosure on pages 29 of the SAI
relating to "Share Price," "Share Certificates" and "Other Information":

Share Price

Purchases will be filled without sales charge at the net asset value
per share next computed after receipt of the application in good order. Net
asset value normally will be computed for each class as of the close of regular
trading on each day during which the Exchange is open for trading. Orders
received after the close of regular trading on the Exchange will be executed at
the next business day's net asset value. If the order has been placed by a
member of the NASD, other than the Distributor, it is the responsibility of that
member broker, rather than the Fund, to forward the purchase order to Scudder
Service Corporation (the "Transfer Agent") in Boston by the close of regular
trading on the Exchange.

There is no sales charge in connection with the purchase of shares in
Class S and Class AARP of the Fund.

Share Certificates

Due to the desire of the Fund's management to afford ease of
redemption, certificates will not be issued to indicate ownership in the Fund.
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.
Shareholders who prefer may hold the certificates in their possession until they
wish to exchange or redeem such shares.

Other Information

The Fund has authorized certain members of the NASD other than the
Distributor to accept purchase and redemption orders for its shares. Those
brokers may also designate other parties to accept purchase and redemption
orders on the Fund's behalf. Orders for purchase or redemption will be deemed to
have been received by the Fund when such brokers or their authorized designees
accept the orders. Subject to the terms of the contract between the Fund and the
broker, ordinarily orders will be priced at a class's net asset value next
computed after acceptance by such brokers or their authorized designees.
Further, if purchases or redemptions of the Fund's shares are arranged and
settlement is made at an investor's election through any other authorized NASD
member, that member may, at its discretion, charge a fee for that service. The
Board of Directors and the Distributor each has the right to limit the amount of
purchases by, and to refuse to sell to, any person. The Board of Directors and
the Distributor may suspend or terminate the offering of shares of the Fund at
any time for any reason.

The "Tax Identification Number" section of the Application must be
completed when opening an account. Applications and purchase orders without a
certified tax identification number and certain other certified information
(e.g., from exempt organizations a certification of exempt status), will be
returned to the investor. The Fund reserves the right, following 30 days'
notice, to redeem all shares in accounts without a correct 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.

3
<PAGE>

The Corporation 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.

The following disclosure replaces the disclosure regarding "Exchanges" on page
29:

Exchanges

Exchanges are comprised of a redemption from one Scudder Fund and a
purchase into another Scudder Fund. The purchase side of the exchange either may
be an additional investment into an existing account or may involve opening a
new account in the other Fund. When an exchange involves a new account, the new
account will be established with the same registration, tax identification
number, address, telephone redemption option, "Scudder Automated Information
Line" (SAIL) transaction authorization and dividend option as the existing
account. Other features will not carry over automatically to the new account.
Exchanges to a new Fund account must be for a minimum of $2,500 for Class S and
$1,000 for Class AARP. When an exchange represents an additional investment into
an existing account, the account receiving the exchange proceeds must have
identical registration, address, and account options/features as the account of
origin. Exchanges into an existing account must be for $100 or more for Class S.
If the account receiving the exchange proceeds is to be different in any
respect, the exchange request must be in writing and must contain an original
signature guarantee.

Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at respective net asset
values determined on that day. Exchange orders received after the close of
regular trading on the Exchange will be executed on the following business day.

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

There is no charge to the shareholder for any exchange described above.
An exchange into another Scudder Fund 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 Fund
and the Transfer Agent each reserves the right to suspend or terminate the
privilege of exchanging by telephone or fax at any time.

The Scudder Funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from Scudder Investor Services, Inc. a prospectus of
the Scudder Fund into which the exchange is being contemplated. The exchange
privilege may not be available for certain Scudder Funds or classes of Scudder
Funds. For more information, please call 1-800-225-5163 (Class S) or
1-800-253-2277 (Class AARP).

4
<PAGE>

Scudder retirement plans may have different exchange requirements.
Please refer to appropriate plan literature.

The following disclosure replaces the disclosure regarding "Redemptions" on page
30:

Redemption By Telephone

Shareholders currently receive the right automatically, without having
to elect it, to redeem by telephone up to $100,000 and have the proceeds mailed
to their address of record. Shareholders may also request by telephone to have
the proceeds mailed or wired to their predesignated bank account. In order to
request wire 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 the telephone redemption
privilege 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. An original signature and an original
signature guarantee are required for each person in whose name
the account is registered.

If a request for a redemption to a shareholder's bank account is made
by telephone or fax, payment will be 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
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.

The Fund employs procedure, 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.

Redemption requests by telephone (technically a repurchase agreement
between the Fund and the shareholder) of shares purchased by check will not be
accepted until the purchase check has cleared which may take up to seven
business days.

5
<PAGE>

Redemption by QuickSell

Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and have elected to participate in
the QuickSell program may sell shares of the Fund by telephone. 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, normally 4 p.m. eastern time, Shares will be redeemed at the net
asset value per share calculated at the close of trading on the day of your
call. QuickSell requests received after the close of regular trading on the
Exchange will begin their processing the following business day. QuickSell
transactions are not available for IRA accounts and most other retirement plan
accounts.

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

The Fund employ 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.

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.

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 shares registered in other
than individual names contact the Transfer Agent prior to any redemptions to
ensure that all necessary documents accompany the request. When shares are held
in the name of a corporation, trust, fiduciary agent, attorney 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) business days after receipt by the Transfer Agent 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 IRA redemptions are different from those for
regular accounts. For more information call 1-800-225-5163.

The following disclosure replaces the disclosure regarding "Internet access" on
page 33 and applies to each class of the Fund except as noted:

Internet access

6
<PAGE>

World Wide Web Site -- The address of the Scudder Funds site is www.scudder.com.
The address for Class AARP shares is aarp.scudder.com. These sites offer
guidance on global investing and developing strategies to help meet financial
goals and provides access to the Scudder investor relations department via
e-mail. The sites also enable users to access or view Fund prospectuses and
profiles with links between summary information in Fund Summaries and details in
the Prospectus. Users can fill out new account forms on-line, order free
software, and request literature on Funds.

Account Access -- The Adviser is among the first mutual fund families to allow
shareholders to manage their fund accounts through the World Wide Web. Scudder
Fund shareholders can view a snapshot of current holdings, review account
activity and move assets between Scudder Fund accounts.

The Adviser's personal portfolio capabilities -- known as SEAS (Scudder
Electronic Account Services) -- are accessible only by current Scudder Fund
shareholders who have set up a Personal Page on Scudder's Web sites. Using a
secure Web browser, shareholders sign on to their account with their Social
Security number and their SAIL password. As an additional security measure,
users can change their current password or disable access to their portfolio
through the World Wide Web.

An Account Activity option reveals a financial history of transactions
for an account, with trade dates, type and amount of transaction, share price
and number of shares traded. For users who wish to trade shares between Scudder
Funds, the Fund Exchange option provides a step-by-step procedure to exchange
shares among existing fund accounts or to new Scudder Fund accounts.

The following information replaces the disclosure on page 33 regarding
"Dividends and Capital Gains Distribution Options":

Dividends and Capital Gains Distribution Options

Investors have freedom to choose 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 in writing at least five days
prior to a dividend record date. Shareholders may change their dividend option
by calling 1-800-225-5163 for Class S and 1-800-253-2277 for Class AARP or by
sending written instructions to the Transfer Agent. Please include your account
number with your written request.

Reinvestment is usually made at the closing net asset value of the
class determined on the business day following the record date. Investors may
leave standing instructions with the 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 class shares of the Fund.

Investors may also have dividends and distributions automatically
deposited to their predesignated bank account through Scudder's Direct
Distributions Program. Shareholders who elect to participate in the Direct
Distributions Program, and whose predesignated checking account of record is
with a member bank of 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 Direct Distributions request form can be obtained by calling 1-800-225-5163
for Class S and 1-800-253-2277 for Class AARP. Confirmation Statements will be
mailed to shareholders as notification that distributions have been deposited.

Investors choosing to participate in Scudder's Automatic Withdrawal
Plan must reinvest any dividends or capital gains. For most retirement plan
accounts, the reinvestment of dividends and capital gains is also required.

7
<PAGE>

The following information replaces the information regarding "Automatic
Withdrawal Plan" on page 38:

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. Shareholders may designate
which day they want the automatic withdrawal to be processed. 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 and any
reinvested dividends and capital gains distributions. Requests for increases in
withdrawal amounts or to change the payee must be submitted in writing, signed
exactly as the account is registered, and contain signature guarantee(s). Any
such requests must be received by the Fund's transfer agent ten days prior to
the date of the first automatic withdrawal. 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 for Class S and 1-800-253-2277 for Class AARP.

The following information replaces the information regarding "Automatic
Investment Plan" on page 39:

Shareholders may arrange to make periodic investments in Class S shares
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 for Class S shares.

Shareholders may arrange to make periodic investments in Class AARP of
the Fund through automatic deductions from checking accounts. The minimum
pre-authorized investment amount is $50. New shareholders who open a Gift to
Minors Account pursuant to the Uniform Gift to Minors Act (UGMA) and the Uniform
Transfer to Minors Act (UTMA) and who sign up for the Automatic Investment Plan
will be able to open the Fund account for less than $500 if they agree to
increase their investment to $500 within a 10 month period. Investors may also
invest in any Class AARP for $500 if they establish a plan with a minimum
automatic investment of at least $100 per month. This feature is only available
to Gifts to Minors Account investors. The Automatic Investment Plan may be
discontinued at any time without prior notice to a shareholder if any debit from
their bank is not paid, or by written notice to the shareholder at least thirty
days prior to the next scheduled payment to the Automatic Investment Plan.

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.

The following replaces the first paragraph under "Fund Organization" on page 43:

The authorized capital stock of the Fund consists of 600,000,000 shares of a par
value of $.33 1/3 each - of which one hundred million (100,000,000) of such
shares are designated as "Class A" shares of Common Stock, fifty million
(50,000,000) of such shares are designated as "Class B" shares of Common Stock,
fifty million (50,000,000) of such shares are designated as "Class C" shares of
Common Stock, one hundred

8
<PAGE>

million (100,000,000) of such shares are designated as "AARP Shares" of Common
Stock and three hundred million (300,000,000) of such shares are designated as
"Class S" shares of Common Stock. All shares issued and outstanding are fully
paid and non-assessable, transferable, and redeemable at net asset value,
subject to such charges as may be applicable, at the option of the shareholder.
Shares have no preemptive or conversion rights.

The following information regarding "Other Information" is added on page 49:

The CUSIP number of Class AARP shares of the Fund is 471070-508.

July 14, 2000

<PAGE>

THE JAPAN FUND, INC.

PART C. OTHER INFORMATION

<TABLE>
<CAPTION>
Item 23. Exhibits
-------- --------
<S> <C> <C> <C>
(a) (a)(1) Articles of Amendment and Restatement of the Articles of
Incorporation dated January 7, 1992 is incorporated by reference to
Post-Effective Amendment No. 11 to the Registration Statement.

(a)(2) Articles of Amendment dated December 23, 1997 is incorporated by
reference to Post-Effective Amendment No. 14 to the Registration
Statement.

(a)(3) Articles Supplementary, dated April 27, 2000, is incorporated by
reference to Post-Effective Amendment No. 18 to the Registration
Statement.

(b) (b)(1) Registrant's By-Laws as amended through July 23, 1993 is
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement.

(b)(2) Amendment to Registrant's By-Laws dated July 22, 1995 is
incorporated by reference to Post-Effective Amendment No. 14 to the
Registration Statement.

(b)(3) Amendment to Registrant's By-Laws dated April 25, 1996 is
incorporated by reference to Post-Effective Amendment No. 10 to the
Registration Statement.

(b)(4) Amendment to Registrant's By-Laws dated October 25, 1996 is
incorporated by reference to Post-Effective Amendment No. 10 to the
Registration Statement.

(b)(5) Amendment to Registrant's By-Laws dated October 16, 1997 is
incorporated by reference to Post-Effective Amendment No. 14 to the
Registration Statement.

(b)(6) Amendment to Registrant's By-Laws dated August 14, 1998 is
incorporated by reference to Post-Effective Amendment No. 14 to the
Registration Statement.

(b)(7) Amendment to Registrant's By-Laws dated April 22, 1999 is
incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement.

(d) Investment Management Agreement between the Registrant and Scudder
Kemper Investments, Inc. dated September 7, 1998 is incorporated by
reference to Post-Effective Amendment No. 14 to the Registration
Statement.

Part C - Page 1
<PAGE>

(e) (e)(1) Underwriting Agreement between the Registrant and Scudder Investor
Services, Inc. dated September 7, 1998 is incorporated by reference
to Post-Effective Amendment No. 14 to the Registration Statement.

(e)(2) Amended Underwriting Agreement between the Registrant and Scudder
Investor Services, Inc., dated April 27, 2000, is incorporated by
reference to Post-Effective Amendment No. 18 to the Registration
Statement.

(e)(3) Underwriting and Distribution Services Agreement between the
Registrant and Kemper Distributors, Inc., dated May 1, 2000, is
incorporated by reference to Post-Effective Amendment No. 18 to the
Registration Statement.

(f) Not Applicable.

(g) Custodian Agreement between the Registrant and Brown Brothers dated
April 21, 1995 is incorporated by reference to Post-Effective
Amendment No. 9 to the Registration Statement.

(h) (h)(1) Transfer Agency and Service Agreement and Fee Schedule between the
Registrant and Scudder Service Corporation dated May 1, 1990 is
incorporated by reference to Post-Effective Amendment No. 11 to the
Registration Statement.

(h)(2) Shareholder Service Agreement and Fee Schedule between the
Registrant and Scudder Service Corporation dated August 14, 1987 is
incorporated by reference to Post-Effective Amendment No. 11 to the
Registration Statement.

(h)(3) COMPASS and TRAK 2000 Service Agreement dated July 19, 1996 is
incorporated by reference to Post-Effective Amendment No. 10 to the
Registration Statement.

(h)(4) Administrative Services Agreement between the Registrant and Kemper
Distributors, Inc., dated May 1, 2000, is incorporated by reference
to Post-Effective Amendment No. 18 to the Registration Statement.

(h)(5) Agency Agreement between the Registrant and Kemper Service Company,
dated May 1, 2000, is incorporated by reference to Post-Effective
Amendment No. 18 to the Registration Statement.

(i) Opinion and Consent of Counsel is filed herein.

(j) Consent of Independent Auditors is filed herein.

(k) Inapplicable.

(l) Inapplicable.

(m) (m)(1) Rule 12b-1 Plan for Class B Shares of The Japan Fund, Inc., dated
May 1, 2000, is incorporated by reference to Post-Effective
Amendment No. 18 to the Registration Statement.

Part C - Page 2
<PAGE>

(m)(2) Rule 12b-1 Plan for Class C Shares of The Japan Fund, Inc., dated
May 1, 2000, is incorporated by reference to Post-Effective
Amendment No. 18 to the Registration Statement.

(n) Mutual Funds Multi-Distribution System Plan Pursuant to Rule
18f-3 is incorporated by reference to Post-Effective Amendment No.
18 to the Registration Statement.

(p) (p)(1) Scudder Kemper Investments, Inc., Scudder Investor Services,
Inc. and Kemper Distributors, Inc. Code of Ethics is incorporated by
reference to Post-Effective Amendment No. 17 to the Registrant
Statement.

(p)(2) Code of Ethics for The Japan Fund, Inc. is incorporated by
reference to Post-Effective Amendment No. 18 to the Registration
Statement.
</TABLE>

Item 24. Persons Controlled by or under Common Control with Registrant
-------- -------------------------------------------------------------

None

Item 25. Indemnification
-------- ---------------

A policy of insurance covering Scudder Kemper Investments,
Inc., its subsidiaries including Scudder Investor Services,
Inc., and all of the registered investment companies advised
by Scudder Kemper Investments, 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 Amendment and
Restatement of the Articles of Incorporation dated January 7,
1992 provides as follows:

EIGHTH: (1) 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. 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 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.

Part C - Page 3
<PAGE>

(2) To the fullest extent permitted by Maryland
statutory or decisional law, as amended or interpreted, no
director or officer of this Corporation shall be personally
liable to the Corporation or its stockholders for money
damages. No amendment of the charter of the Corporation or
repeal of any of its provisions shall limit or eliminate the
benefits provided to directors and officers under this
provision with respect to any act or omission which occurred
prior to such amendment or repeal. This paragraph (2) shall
not protect any director or officer of the Corporation against
any liability to the Corporation or to its security holders to
which he would be otherwise subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.

Item 26. Business or Other Connections of Investment Adviser
-------- ---------------------------------------------------

Scudder Kemper Investments, Inc. 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 26.

Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
<S> <C>
Stephen R. Beckwith Treasurer, Scudder Kemper Investments, Inc.**
Director, Kemper Service Company
Director, Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director and Treasurer, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Director and Chairman, Scudder Threadneedle International Ltd.
Director, Scudder Kemper Holdings (UK) Ltd. oo
Director and President, Scudder Realty Holdings Corporation *
Director, Scudder, Stevens & Clark Overseas Corporation o
Director and Treasurer, Zurich Investment Management, Inc. ++
Director and Treasurer, Zurich Kemper Investments, Inc.

Lynn S. Birdsong Director, Vice President and Chief Investment Officer, Scudder Kemper Investments,
Inc.**
Director and Chairman, ScudderInvestments (Luxembourg) S.A.#
Director, Scudder Investments (U.K.) Ltd. oo
Director and Chairman of the Board, Scudder Investments Asia, Ltd. ooo
Director and Chairman, Scudder Investments Japan, Inc. +
Senior Vice President, Scudder Investor Services, Inc.
Director and Chairman, Scudder Trust (Cayman) Ltd. @@
Director, Scudder, Stevens & Clark Australia x
Director and Vice President, Zurich Investment Management, Inc. ++
Director and President, Scudder, Stevens & Clark Corporation **
Director and President, Scudder , Stevens & Clark Overseas Corporation o
Director, Scudder Threadneedle International Ltd.
Director, Korea Bond Fund Management Co., Ltd. xx

William H. Bolinder Director, Scudder Kemper Investments, Inc.**
Member Group Executive Board, Zurich Financial Services, Inc. ##
Chairman, Zurich-American Insurance Company @@@

Part C - Page 4
<PAGE>

Nicholas Bratt Director, Scudder Kemper Investments, Inc.**
Vice President, Scudder, Stevens & Clark Corporation **
Vice President, Scudder, Stevens & Clark Overseas Corporation o

Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, ZKI Holding Corporation ++

Gunther Gose Director, Scudder Kemper Investments, Inc.**
CFO, Member Group Executive Board, Zurich Financial Services, Inc. ##
CEO/Branch Offices, Zurich Life Insurance Company ##

Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, Chairman of the Board, Zurich Holding Company of America @@@
Director, ZKI Holding Corporation ++

Harold D. Kahn Chief Financial Officer, Scudder Kemper Investments, Inc.**

Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Vice President, Chief Legal Officer and Secretary, Kemper Distributors, Inc.
Director and Secretary, Kemper Service Company
Director, Senior Vice President, Chief Legal Officer & Assistant Clerk, Scudder
Investor Services, Inc.
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director and Secretary, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc. ###
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. *
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation o
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President, Chief Legal Officer and Secretary, Scudder Financial
Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd. xx
Director, Scudder Threadneedle International Ltd.
Director, Chairman of the Board and Secretary, Scudder Investments Canada, Ltd.
Director, Scudder Investments Japan, Inc. +
Director and Secretary, Scudder Kemper Holdings (UK) Ltd. oo
Director and Secretary, Zurich Investment Management, Inc. ++

Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc. ###
President and Director, Scudder, Stevens & Clark Overseas Corporation o
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc. @

Part C - Page 5
<PAGE>

Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
Director, Scudder Threadneedle International Ltd.
Director, Scudder Investments Japan, Inc. +
Director, Scudder Kemper Holdings (UK) Ltd. oo
President and Director, Zurich Investment Management, Inc. ++
Director and Deputy Chairman, Scudder Investment Holdings Ltd.
</TABLE>

* Two International Place, Boston, MA
@ 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C.
Luxembourg B 34.564
*** Toronto, Ontario, Canada
@@ Grand Cayman, Cayman Islands, British West Indies
o 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
++ 222 S. Riverside, Chicago, IL
@@@ Zurich Towers, 1400 American Ln., Schaumburg, IL
xx P.O. Box 309, Upland House, S. Church St., Grand Cayman,
British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
oo One South Place, 5th Floor, London EC2M 2ZS England
ooo One Exchange Square, 29th Floor, Hong Kong
+ Kamiyachyo Mori Building, 12F1, 4-3-20, Toranomon, Minato-ku,
Tokyo 105-0001
x Level 3, Five Blue Street, North Sydney, NSW 2060

Item 27. Principal Underwriters.
-------- ----------------------

(a)

Scudder Investor Services, Inc. acts as principal underwriter of the
Registrant's Class S shares and also acts as principal underwriter for
other funds managed by Scudder Kemper Investments, Inc.

(b)

The Underwriters have 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 27.
<TABLE>
<CAPTION>

(1) (2) (3)
Scudder Investor Services, Inc.
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
------------------ ------------------------------- -----------------------
<S> <C> <C>
Lynn S. Birdsong Senior Vice President Director and President
345 Park Avenue
New York, NY 10154

Mark S. Casady Director, President and Assistant None
Two International Place Treasurer
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

Part C - Page 6
<PAGE>

Scudder Investor Services, Inc.
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
------------------ ------------------------------- -----------------------

Paul J. Elmlinger Senior Vice President and Assistant None
345 Park Avenue Clerk
New York, NY 10154

Philip S. Fortuna Vice President None
101 California Street
San Francisco, CA 94111

William F. Glavin Vice President None
Two International Place
Boston, MA 02110

Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110

John R. Hebble Assistant Treasurer None
Two International Place
Boston, MA 02110

James J. McGovern Chief Financial Officer and Treasurer None
345 Park Avenue
New York, NY 10154

Lorie C. O'Malley Vice President None
Two International Place
Boston, MA 02110

Caroline Pearson Clerk None
Two International Place
Boston, MA 02110

Kathryn L. Quirk Director, Senior Vice President, Chief Vice President and
345 Park Avenue Legal Officer and Assistant Clerk Secretary
New York, NY 10154

Robert A. Rudell Director and Vice President None
Two International Place
Boston, MA 02110

Linda J. Wondrack Vice President and Chief Compliance None
Two International Place Officer
Boston, MA 02110
</TABLE>

(c)

<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions And Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------
<S> <C> <C> <C> <C>

Scudder Investor None None None None
Services, Inc.
</TABLE>

Part C - Page 7
<PAGE>

(b) Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's Class A, B, and C shares and also acts as principal
underwriter for other funds managed by Scudder Kemper Investments, Inc.

Information on the officers and directors of Kemper Distributors, Inc.,
principal underwriter for the Registrant is set forth below. The
principal business address is 222 South Riverside Plaza, Chicago,
Illinois 60606.

<TABLE>
(1) (2) (3)

Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
----- ------------------------- -----------------------
<S> <C> <C>
James L. Greenawalt President None

Linda C. Coughlin Director and Vice Chairman None

Kathryn L. Quirk Director, Secretary, Chief Legal Vice President and Secretary
Officer and Vice President

James J. McGovern Chief Financial Officer and Treasurer None

Linda J. Wondrack Vice President and Chief Compliance None
Officer

Paula Gaccione Vice President None

Michael E. Harrington Managing Director None

Robert A. Rudell Vice President None

Todd N. Gierke Assistant Treasurer None

Philip J. Collora Assistant Secretary None

Paul J. Elmlinger Assistant Secretary None

Diane E. Ratekin Assistant Secretary None

Mark S. Casady Director and Chairman None

Herbert A. Christiansen Vice President None

Robert Froelich Managing Director None

C. Perry Moore Senior Vice President and Managing None
Director

Lorie O'Malley Managing Director None

William F. Glavin Managing Director None

Gary N. Kocher Managing Director None

Howard S. Schneider Managing Director None

Thomas V. Bruns Managing Director None

Part C - Page 8
<PAGE>

Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
----- ------------------------- -----------------------

Johnston Allan Norris Managing Director and Senior Vice None
President

John H. Robinson, Jr. Managing Director and Senior Vice None
President
</TABLE>

Item 28. 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 29. Management Services
-------- -------------------

Inapplicable.

Item 30. Undertakings
-------- ------------

Inapplicable.

Part C - Page 9
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 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 13th day of July, 2000.

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>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

/s/ William L. Givens
-------------------------------------
William L. Givens* Chairman of the Board and Director July 13, 2000

/s/Lynn Birdsong
-------------------------------------
Lynn Birdsong Director and President (Principal July 13, 2000
Executive Officer)

/s/Gina Provenzano
-------------------------------------
Gina Provenzano Treasurer (Principal Financial and July 13, 2000
Accounting Officer) and Vice President

/s/ Thomas M. Hout
-------------------------------------
Thomas M. Hout Director July 13, 2000

/s/John F. Loughran
-------------------------------------
John F. Loughran Director July 13, 2000

-------------------------------------
Yoshihiko Miyauchi Director July 13, 2000

/s/ William V. Rapp
-------------------------------------
William V. Rapp* Director July 13, 2000

<PAGE>

-------------------------------------
Takeo Shiina Director July 13, 2000

-------------------------------------
Hiroshi Yamanaka Director July 13, 2000
</TABLE>

*By: /s/Kathryn L. Quirk
------------------------------
Kathryn L. Quirk
Attorney-in-fact for Mr. Givens and Mr. Rapp
pursuant to powers of attorney contained
in the signature pages of Post-
Effective Amendment No. 9
to the Registration Statement.

<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. 19

TO REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AND

AMENDMENT NO. 30
TO REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

THE JAPAN FUND, INC.

<PAGE>

THE JAPAN FUND

EXHIBIT INDEX

Exhibit (i)
Exhibit (j)