ITEM 405 REG S-K

Item G.1.b.iv.  Information called for by Item 405 of Regulation S-K:

Delinquent Section 16(a) Reports

Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, as applied to the Fund, require the Fund's officers and Directors, certain officers and directors of the investment advisers, affiliates of the investment advisers, and persons who beneficially own more than 10% of the Fund's outstanding securities (collectively, the “Reporting Persons”) to electronically file reports of ownership of the Fund's securities and changes in such ownership with the SEC and the NYSE.

Based solely on the Fund’s review of such forms filed on EDGAR or written representations from Reporting Persons that all reportable transactions were reported, to the knowledge of the Fund, during the fiscal period ended October 31, 2022, the Fund’s Reporting Persons timely filed all reports they were required to file under Section 16(a), except that: (i) Robert Hepp and Andrew Kim each filed a late Form 3 filing following their respective appointments as Vice Presidents of the Fund; and (ii) Ai Hua Aik filed a late Form 3 filing following her appointment as a director of the Fund’s investment manager.

MATERIAL AMENDMENTS

Item G.1.b.i.  material amendments to organizational documents.

ARTICLES OF AMENDMENT

for a

MARYLAND STOCK    CORPORATION

(1)

(2)Aberdeen Japan Equity Fund, Inc.

,

a Maryland corporation, certifies to the State Department of Assessments and Taxation of Maryland that the charterof the corporation shall be and hereby is amended as follows:

(3)

The name of the entity has been amended to:

abrdn Japan Equity Fund, Inc.

The Articles of Amendment shall be effective at 12:01 a.m. on June 30, 2022

This amendment of the charter of the corporation has been approved by

(4)a majority of the entire Board of Directors of the Corporation and is limited to a change expresslyauthorized by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.

The undersigned acknowledges that this is an act of the above named corporation, and verifies, under the penalties for perjury, that the matters and facts stated herein, which require such verification, are true and accurate, to the best of his/her knowledge, information, and belief.

(5) /s/ Megan Kennedy                                   (5)  /s/ Robert Hepp                             

ATTESTED TO BY (signature/title) Megan Kennedy, Sec. SIGNED BY (signature/title) Robert Hepp, VP

(6)Return address of filingparty:

C/O CSC-LAWYERS INCORPORATING

SERVICE COMPANY

7 SAINT PAUL ST., STE 820, BALTIMORE, MD 21202

INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors abrdn Japan Equity Fund, Inc.:

In planning and performing our audit of the financial statements of abrdn Japan Equity Fund, Inc. (formerly, Aberdeen Japan Equity Fund, Inc.) (the Fund) as of and for the year ended October 31, 2022, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Fund's internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.

Management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositionsoftheassetsofthecompany;(2)providereasonableassurancethattransactionsarerecorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financialstatements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of October 31, 2022.

This report is intended solely for the information and use of the management and the Board of Directors of abrdn Japan Equity Fund, Inc. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/ KPMG LLP

Philadelphia, Pennsylvania

December 29, 2022

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