JAPAN SMALLER CAPITALIZATION FUND, INC.
(formerly Japan OTC Equity Fund, Inc.)
180 Maiden Lane
New York, New York 10038-4936
---------------
NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS
November 12, 2002
---------------
TO THE SHAREHOLDERS OF
JAPAN SMALLER CAPITALIZATION FUND, INC.:
Notice is hereby given that the 2002 Annual Meeting of Shareholders (the
"Meeting") of Japan Smaller Capitalization Fund, Inc. (the "Fund") will be held
at the offices of Nomura Asset Management U.S.A. Inc., 180 Maiden Lane, 26th
Floor, New York, New York, on Tuesday, November 12, 2002, at 10:30 A.M. for the
following purposes:
(1) To elect five Directors to serve for the ensuing year; and
(2) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 20,
2002 as the record date for the determination of shareholders entitled to notice
of and to vote at the Meeting or any adjournment thereof.
A complete list of the shareholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any shareholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after October 29, 2002, at the offices of the Fund, 180 Maiden Lane, 26th
Floor, New York, New York.
You are cordially invited to attend the Meeting. Shareholders who do not
expect to attend the Meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
that purpose. The enclosed proxy is being solicited on behalf of the Board of
Directors of the Fund.
By Order of the Board of Directors
KENNETH L. MUNT
Secretary
New York, New York
Dated: September 30, 2002
[This Page intentionally left blank]
PROXY STATEMENT
JAPAN SMALLER CAPITALIZATION FUND, INC.
(formerly Japan OTC Equity Fund, Inc.)
180 Maiden Lane
New York, New York 10038-4936
---------------
2002 ANNUAL MEETING OF SHAREHOLDERS
November 12, 2002
---------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Japan Smaller Capitalization
Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the 2002 Annual
Meeting of Shareholders of the Fund (the "Meeting") to be held at the offices of
Nomura Asset Management U.S.A. Inc., 180 Maiden Lane, 26th Floor, New York, New
York, on Tuesday, November 12, 2002, at 10:30 A.M. The approximate mailing date
of this Proxy Statement is September 30, 2002.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted FOR the election of five Directors.
Any proxy may be revoked at any time prior to the exercise thereof by
giving written notice to the Secretary of the Fund at the Fund's address
indicated above or by voting in person at the Meeting.
The Board of Directors has fixed the close of business on September 20,
2002, as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting and at any adjournment thereof.
Shareholders on the record date will be entitled to one vote for each share
held, with no shares having cumulative voting rights. As of September 20, 2002,
the Fund had outstanding 15,846,384 shares of Common Stock, par value $0.10 per
share.
The Board of Directors of the Fund knows of no business other than the
election of five Directors which will be presented for consideration at the
Meeting. If any other matter is properly presented, it is the intention of the
persons named in the enclosed proxy to vote in accordance with their best
judgment.
PROPOSAL 1. ELECTION OF DIRECTORS
At the Meeting the five Board of Directors nominees will be elected to
serve until the next Annual Meeting of Shareholders and until their successors
are elected and qualified or until their earlier resignation or removal. It is
the intention of the persons named in the enclosed proxy to nominate and vote
(unless such authority has been withheld in the proxy or properly revoked) in
favor of the election of the following Board of Directors nominees: William G.
Barker, Jr., Kazuhiko Hama, Chor Weng Tan, Arthur R. Taylor and John F. Wallace.
The Board of Directors has one vacant seat owing to the death of George H.
Chittenden in September 2000. Shareholders cannot vote for a greater number of
persons for Director than the five nominees named. Certain biographical and
other information pertaining to the Board of Directors nominees is set forth in
Exhibit I to this Proxy Statement.
The Board of Directors knows of no reason why any of the nominees will be
unable to serve, but in the event of any such unavailability, the proxies
received will be voted for such substitute nominees as the Board of Directors
may recommend. It is currently expected that any substitute nominee for Director
who is not an "interested person" of the Fund (within the meaning of the
Investment Company Act of 1940, as amended (the "Investment Company Act")) also
will be a non-interested person.
Committees and Directors' Meetings. The Board of Directors has a standing
Audit Committee and a standing Nominating Committee, each of which consists of
the Directors who are not "interested persons" of the Fund within the meaning of
the Investment Company Act. Currently, Messrs. Barker, Tan and Taylor are
members of these Committees. The principal purpose of the Audit Committee is
described below. The principal purpose of the Nominating Committee is to select
and nominate the Directors of the Fund. The Nominating Committee will consider
nominees recommended by shareholders of the Fund. Shareholders should submit
nominees to the Secretary of the Fund. The Fund has no standing Compensation
Committee. The non-interested Directors have retained independent legal counsel
to assist them in connection with their duties.
During the fiscal year ended February 28, 2002, the Board of Directors
held six meetings, and the Audit Committee held two meetings and the Nominating
Committee held one meeting. Each Director then in office attended at least 75%
of the meetings of the Board of Directors held during the fiscal year and, if a
member, of the total number of meetings of the Audit and Nominating Committees
held during the period for which he served.
Audit Committee Report. Pursuant to the Audit Committee Charter adopted by
the Fund's Board of Directors on May 18, 2000, the Audit Committee's principal
responsibilities are to: (i) recommend to the Board the selection, retention or
termination of the Fund's independent accountants; (ii) review with the
independent accountants the scope, performance and anticipated cost of their
audit; (iii) discuss with the independent accountants certain matters relating
to the Fund's financial statements, including any adjustment to such financial
statements recommended by such independent accountants, or any other results of
any audit; (iv) ensure that the in dependent accountants submit on a periodic
basis a formal written statement as to their independence, discuss with the
independent accountants any relationships or services disclosed in the statement
that may impact the objectivity and independence of the Fund's independent
accounts' and recommend that the Board take appropriate action in response to
this statement to satisfy itself of the independent accountants' independence;
and (v) consider the comments of the independent accountants and management's
responses thereto with respect to the quality and adequacy of the Fund's
accounting and financial reporting policies and practices and internal controls.
The Audit Committee has received written disclosures and the letter
required by Independence Standards Board Standard No. 1 from
PricewaterhouseCoopers LLP ("PWC"), the Fund's independent auditors and
discussed certain matters required to be discussed by Statements on Auditing
Standards No. 61 with PWC. The Audit Committee has considered whether the
provision of non-audit services by the PWC is compatible with maintaining the
independence of those auditors. At its meeting held April 16, 2002, the Audit
Committee reviewed and discussed the audit of the Fund's financial statements
with Fund management and PWC. The Audit Committee discussed with PWC their
independence and considered whether the provision of services by PWC to the Fund
and to Nomura Asset Management U.S.A. Inc. ("NAM-U.S.A.") and its affiliates was
compatible with maintaining PWC's independence. Based upon these reviews and
discussions, the Audit Committee recommended to the Board of Directors that the
Fund's audited financial statements be included in the Fund's 2002 Annual Report
to shareholders for the fiscal year ended February 28, 2002.
2
Interested Persons. The Fund considers two nominees, Messrs. Hama and
Wallace, to be "interested persons" of the Fund within the meaning of Section
2(a) (19) of the Investment Company Act because of the positions they hold or
have held with the Fund, NAM-U.S.A. and Nomura Asset Management Co., Ltd.
("NAM"), as applicable. Mr. Hama is President of the Fund, President and a
Director of NAM-U.S.A. and a former Management Executive, Senior Officer and
Director of NAM. Mr. Wallace is a former Vice President, Treasurer and Secretary
of the Fund and a former Senior Vice President, Secretary, Treasurer and
Director of NAM-U.S.A.
Compensation of Directors. NAM-U.S.A. pays all compensation of all
Directors of the Fund who are affiliated with NAM-U.S.A. or any of its
affiliates. The Fund pays to each Director not affiliated with NAM-U.S.A. or any
of its affiliates an annual fee of $5,000 plus $500 per meeting attended,
together with such Director's actual out-of-pocket expenses relating to
attendance at meetings. Such fees and expenses aggregated $37,150 for the fiscal
year ended February 28, 2002.
The following table sets forth for the periods indicated compensation paid
by the Fund to its Directors and the aggregate compensation paid to the
Directors by all U.S. registered investment companies managed by NAM-U.S.A. or
advised by NAM:
Aggregate Pension or Retirement Aggregate Compensation from
Compensation Benefit Accrued as Part of Fund Complex Paid to
from Fund For Fund Expenses for its Directors During the
its Fiscal Year Ended Fiscal Year Ended Calendar Year Ended
Name of Director February 28, 2002 February 28, 2002 December 31, 2001*
---------------- ----------------- ----------------- ------------------
William G. Barker.................. $8,500 None $28,000
Kazuhiko Hama...................... -- None --
Chor Weng Tan...................... $8,500 None $28,000
Arthur R. Taylor................... $8,500 None $28,000
John F. Wallace.................... $8,500 None $27,500
----------
* In addition to the Fund, the "Fund Complex" includes Jakarta Growth Fund,
Inc., Korea Equity Fund, Inc. and Nomura Pacific Basin Fund, Inc. Because
the funds in the Fund Complex do not share a common fiscal year, the
information relating to compensation from the Fund Complex paid to the
Directors is provided as of December 31, 2001. On June 11, 2001, Jakarta
Growth Fund, Inc. merged into The Indonesia Fund, Inc. In January 2002,
Nomura Pacific Basin Fund, Inc. was liquidated.
Officers of the Fund. Information pertaining to the officers of the Fund
is set forth in Exhibit II to this Proxy Statement. Officers of the Fund are
elected and appointed by the Directors and hold office until they resign, are
removed or are otherwise disqualified to serve.
Stock Ownership. Set forth in Exhibit III to this Proxy Statement is the
following information for each Board of Director nominee: (i) the number of
shares of common stock of the Fund owned; (ii) the aggregate dollar range of
equity securities in the Fund; and (iii) the aggregate dollar range of
securities in all registered funds in the Fund Complex overseen by the Board of
Directors nominee. Also set forth in Exhibit III is information for each Board
of Director nominee and immediate family members relating to securities owned
beneficially or of record in NAM-U.S.A. and NAM. At September 20, 2002, the
Directors and officers of the Fund as a group (nine persons) owned an aggregate
of 1,700 shares of the Fund, representing less than 1% of the outstanding shares
of the Fund. Mr. Hama, President of the Fund, and Mr. Haruguchi, a Vice
President of the Fund, together own less than 1% of the shares of Nomura
Holdings, Inc., the parent company of each of NAM-U.S.A. and NAM.
3
ADDITIONAL INFORMATION
Expenses and Methods of Proxy Solicitation
The expense of preparation, printing and mailing of the enclosed form of
proxy, this Proxy Statement and the accompanying Notice of Meeting will be borne
by the Fund. The Fund will reimburse banks, brokers and others for their
reasonable expenses in forwarding proxy solicitation material to the beneficial
owners of the shares of the Fund. In addition to the solicitation of proxies by
mail, proxies may be solicited in person or by telephone. The Fund has retained
Georgeson Shareholder ("Georgeson"), a firm that specializes in proxy
solicitation services, to assist in the solicitation of proxies for the Meeting
for a fee of approximately $4,000, together with reimbursement of such firm's
expenses. Georgeson is obligated to provide proxy solicitation services
including, but not limited to, distribution of proxies to broker-dealers,
telephonic communication with shareholders and broker dealers and monitoring of
voting results.
Independent Accountant's Fees
The following table sets forth the aggregate fees paid to PWC, independent
accountants for the Fund, for the Fund's fiscal year ended February 28, 2002 for
professional services rendered for: (i) the audit of the Fund's annual financial
statements; (ii) financial information systems design and implementation
services provided to the Fund, NAM-U.S.A. and entities controlling, controlled
by or under common control with NAM-U.S.A. that provide services to the Fund;
and (iii) all other non-audit services provided to the Fund, NAM-U.S.A. and
entities controlling, controlled by or under common control with NAM-U.S.A. that
provide services to the Fund. The Fund's Audit Committee has considered whether
the provision of non-audit services under clause (iii) is compatible with
maintaining the independence of PWC from the Fund.
Audit Fees Financial Information
Charged to Systems Design and All
Fund the Fund Implementation Fees Other Fees* Fiscal Year End
---- -------- ------------------- ----------- ---------------
Japan Smaller Capitalization Fund, Inc. $44,000 None $41,500 February 28, 2002
----------
* $7,500 of these other non-audit services relate to the Fund.
Voting Requirements
The holders of a majority of the shares of stock of the Fund entitled to
vote at the Meeting, present in person or by proxy, shall constitute a quorum
for the transaction of business at the Meeting. If, by the time scheduled for
the Meeting, a quorum of the Fund's shareholders is not present, or if a quorum
is present but sufficient votes to act upon the proposals are not received from
the shareholders, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies from
shareholders. Any such adjournment will require the affirmative vote of a
majority of the shares of the Fund present in person or by proxy and entitled to
vote at the session of the Meeting to be adjourned. The persons named as proxies
will vote in favor of any such adjournment if they determine that adjournment
and additional solicitation are reasonable and in the best interests of the
Fund's shareholders. No additional notice will be provided to you in the event
the Meeting is adjourned unless otherwise required by Maryland law.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the
4
shares will be voted FOR the election of the five Board of Directors nominees.
The election of Directors (Item 1) requires a plurality of the votes cast, in
person or by proxy, at a meeting at which a quorum is duly constituted.
Broker Non-Votes and Abstentions
The Fund expects that broker-dealer firms holding shares of the Fund in
"street name" for the benefit of their customers and clients will request the
instructions of such customers, clients and beneficial shareholders, on how to
vote their shares on each proposal before the Meeting. Under the rules of the
New York Stock Exchange, broker-dealers may, without instructions from such
customers, clients and beneficial shareholders, grant authority to the proxies
designated by the Fund to vote on the election of Directors (Item 1), if no
instructions have been received prior to the date specified in the broker-dealer
firm's request for voting instructions.
The shares as to which proxies so designated are granted authority by
broker-dealer firms to vote on the election of Directors (Item 1), the shares as
to which broker-dealer firms have declined to vote ("broker non-votes"), as well
as the shares as to which proxies are returned by record shareholders but which
are marked "abstain" on any item will be included in the Fund's tabulation of
the total number of votes present for purposes of determining whether the
necessary quorum of shareholders exists. However, abstentions and broker
non-votes will not be counted as votes cast. Therefore, abstentions and broker
non-votes will not have an effect on the election of Directors (Item 1).
Address of Manager and Investment Adviser
The address of NAM-U.S.A. is 180 Maiden Lane, New York, New York
10038-4936. The address of NAM is 1-14, 2-chome, Nihonbashi, Chuo-ku, Tokyo
103-8260, Japan.
Annual Report Delivery
The Fund sends annual and semi-annual reports to shareholders. The Fund
will furnish, without charge, a copy of its most recent annual and semi-annual
reports succeeding such annual report, if any, to shareholders upon request to
the Fund at 180 Maiden Lane, New York, New York 10038-4936 (or call
1-800-833-0018).
Proposals of Shareholders
Proposals of shareholders intended to be presented at the next annual
meeting of shareholders of the Fund must be received by the Fund for inclusion
in its proxy statement and form of proxy relating to that meeting by May 30,
2003.
By Order of the Board of Directors
Kenneth L. Munt
Secretary
New York, New York
Dated: September 30, 2002
5
Exhibit I
INFORMATION PERTAINING TO BOARD OF DIRECTORS NOMINEES
Certain biographical and other information relating to each Director nominee who
is an "interested person," as defined in the Investment Company Act, of the Fund
is set forth below:
Other
Term of Number of Public
Office and Funds in the Directorships
Name, Address and Age of Position(s) Held Length of Principal Occupation(s) Fund Complex Held by the
Director Nominee* with the Fund Time Served* During Past Five Years Overseen** Director
------------------------ ---------------- ------------ ---------------------- ------------ -------------
Kazuhiko Hama (56)*** President President and President of the Fund since 2 registered None
180 Maiden Lane and Director Director since June 2001; President and investment
New York, New York 10038 June 2001 Director of NAM-U.S.A. since companies
June 2001; Management consisting of
Executive of NAM from 2000 to 2 portfolios
June 2001; Senior Officer of
NAM from 1999 to 2000;
Director of NAM (formerly The
Nomura Securities Investment
Trust Management Co., Ltd.)
from 1996 to 1998.
John F. Wallace (74)**** Director Director Vice President of the Fund 2 registered None
17 Rhoda Street since 1990 from 1997 to 2000 and investment
West Hempstead, Secretary and Treasurer of the companies
New York 11552 Fund from 1990 to 1997; Senior consisting of
Vice President of NAM-U.S.A. 2 portfolios
from 1981 to 2000, Secretary
from 1976 to 2000, Treasurer
from 1984 to 2000 and Director
from 1986 to 2000.
----------
* Each nominee, if elected, will serve as a Director until the next Annual
Meeting of Shareholders and until his successors are elected and qualified
or until their earlier resignation or removal.
** In addition to the Fund, the "Fund Complex" includes Korea Equity Fund,
Inc.
*** Mr. Hama is a director and President of Korea Equity Fund, Inc. for which
NAM-U.S.A. acts as manager and for which NAM acts as investment adviser.
Mr. Hama is an "interested person," as defined in the Investment Company
Act, of the Fund, based on his positions as President of the Fund, and as
President and Director of NAM-U.S.A. and former Management Executive,
Senior Officer and Director of NAM.
**** Mr. Wallace is a director of Korea Equity Fund, Inc. for which NAM-U.S.A.
acts as manager and for which NAM acts as investment adviser. Mr. Wallace
may be considered an "interested person," as defined in the Investment
Company Act, of the Fund based on the positions he has previously held
with the Fund and NAM-U.S.A. Under a contractual arrangement between
NAM-U.S.A. and Mr. Wallace for a limited duration , Mr. Wallace receives
compensation from NAM-U.S.A. for providing consulting services with
respect to the U.S. registered investment companies managed by NAM-U.S.A.
I-1
Certain biographical and other information relating to the nominees for Director
who are not "interested persons," as defined in the Investment Company Act, of
the Fund is set forth below:
Other
Number of Public
Term of Office Funds in the Directorships
Name, Address and Age of Position(s) Held and Length of Principal Occupation(s) Fund Complex Held by the
Director Nominee* with the Fund Time Served** During Past Five Years Overseen*** Director
------------------------ ---------------- ------------- ---------------------- ------------ -------------
William G. Barker, Jr. (69) Director Director Consultant to the television 2 registered None
111 Parsonage Road since 1993 industry since 1991. investment
Greenwich, Connecticut companies
06830 consisting of
2 portfolios
Chor Weng Tan (66) Director Director Managing Director for Education, 2 registered None
3 Park Avenue since 1990 The American Society of Mechanical investment
New York, New York Engineers since 1991; Director, companies
10016 U.S.-China Education Foundation consisting of
since 1992. 2 portfolios
Arthur R. Taylor (67) Director Director President of Muhlenberg College 2 registered None
339 North Leh Street since 1990 since 1992-2002; Chairman of Arthur investment
Allentown, Pennsylvania R. Taylor & Co. (investment firm) companies
18104 since 1980; Director of Biofield consisting of
Corp. since 2000. 2 portfolios
----------
* Each nominee is a director of Korea Equity Fund, Inc. for which NAM-U.S.A.
acts as manager and NAM acts as investment adviser, and each is a member
of the Audit and Nominating Committees of Korea Equity Fund, Inc. and a
member of the Audit and Nominating Committees of the Fund.
** Each nominee, if elected must serve as Director until the next Annual
Meeting of Shareholders and until his successor is elected and qualified
or until his earlier resignation or removal.
*** In addition to the Fund, the "Fund Complex" includes Korea Equity Fund,
Inc.
I-2
Exhibit II
INFORMATION PERTAINING TO THE OFFICERS OF THE FUND
Certain biographical and other information relating to the officers of the Fund
is set forth below:
Shares of
Common
Number Stock of
Term of of Funds the Fund
Office** and in the Fund Beneficially
Name, Address* and Position(s) Held Length of Principal Occupation(s) Complex*** Public Owned at
Age of Officers with the Fund Time Served During Past Five Years Overseen Directorships Record Date
------------------ ---------------- ------------ ---------------------- ----------- ------------- -----------
Kazuhiko Hama President and President President and Director of 2 registered None -0-
(56) Director since 2001 NAM-U.S.A. since June 2001; investment
Management Executive of NAM companies
from 2000 to June 2001; Senior consisting of
Officer of NAM from 1999 to 2 portfolios
2000; Director of NAM
(formerly The Nomura
Securities Investment Trust
Management Co., Ltd.) from
1996 to 1998.
Keisuke Haruguchi Vice President Vice Senior Vice President and 2 registered None -0-
(51) President Director of NAM-U.S.A. since investment
since 1999 1999; Senior Manager of NAM companies
from 1997 to 1998. consisting of
2 portfolios
Kenneth L. Munt Vice President Vice Senior Vice President and 2 registered None -0-
(55) and Secretary President Secretary of NAM-U.S.A. since investment
since 2001 1999; Senior Vice President of companies
and Human Resources for Middlesex consisting of
Secretary Mutual Assurance Company from 2 portfolios
since 2002 1996 to 1999.
David G. Stoeffel Vice President Vice Senior Vice President of 2 registered None 200
(43) President NAM-U.S.A. since 1999, Vice investment
since 1999 President since 1998; Eastern companies
Division Manager of Brinson consisting of
Funds from 1997 to 1998. 2 portfolios
Rita Chopra-Brathwaite Treasurer Treasurer Vice President of NAM-U.S.A. 2 registered None -0-
(33) since 2002 since 2001: Assistant Vice investment
President of NAM-U.S.A. from companies
1999 to 2000. Senior consisting of
Accounting Manager from 1997 2 portfolios
to 1998.
----------
* The address of each officer listed above is 180 Maiden Lane, New York, New
York 10038.
** Elected by and serves at the pleasure of the Board of Directors.
*** In addition to the Fund, the "Fund Complex" includes Korea Equity Fund,
Inc.
II-2
Exhibit III
INFORMATION PERTAINING TO STOCK OWNERSHIP
BY BOARD OF DIRECTORS NOMINEES
Information relating to the share ownership by each Director nominee at
September 20, 2002 is set forth below:
Aggregate Dollar Range of
Shares of Common Aggregate Dollar Range Securities in All Registered
Stock of the Fund of Equity Securities Funds in the Fund Complex
Name of Director Nominee Beneficially Owned in the Fund Overseen by Director Nominee
------------------------ ------------------ ----------- ----------------------------
William G. Barker, Jr. ............. -0- None None
Kazuhiko Hama....................... -0- None None
Chor Weng Tan....................... 1,000 $1-$10,000 $1-$10,000
Arthur R. Taylor.................... -0- None None
John F. Wallace..................... 700 $1-$10,000 $1-$10,000
None of the nominees for Director or his immediate family members owned
beneficially or of record any class of securities of any of NAM-U.S.A. and NAM
at September 20, 2002.
III-1
JAPAN SMALLER CAPITALIZATION FUND, INC.
180 Maiden Lane
New York, New York 10038-4936
PROXY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Kazuhiko Hama and Kenneth Munt as proxies, each
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse hereof, all the common stock
of Japan Smaller Capitalization Fund, Inc. (the "Fund") held of record by the
undersigned on September 20, 2002 at the Annual Meeting of the Shareholders of
the Fund to be held on November 12, 2002 or any adjournment thereof.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please sign exactly as name(s) appear(s) hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized persons.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________________ _____________________________________
_________________________________ _____________________________________
_________________________________ _____________________________________
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
--------------------------------------------------------------------------------
JAPAN SMALLER CAPITALIZATION FUND, INC.
--------------------------------------------------------------------------------
Mark box at right if an address change or comment has been noted on the reverse
side of this card. |_|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" ALL NOMINEES.
1. Election of Directors.
Nominees: (01) William G. Barker, Jr. (04) Arthur R. Taylor
(02) Kazuhiko Hama (05) John F. Wallace
(03) Chor Weng Tan
WITHHOLD
FOR ALL FROM ALL
NOMINEES NOMINEES
|_| |_|
|_|______________________________________
For all nominees except as noted above
2. In the discretion of such proxies, upon such other business as may
properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR Proposals 1.
Signature:___________________Date:_______ Signature:________________Date:______