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Japan Smaller Capitalization Fund, Inc.

Aug. 26, 2022

August 26, 2022

Via E-Mail

Andrea Reed
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603

Re: Japan Smaller Capitalization Fund, Inc.
       Shareholder Proposal of Kenneth Steiner

Dear Ms. Reed:

In a letter dated July 14, 2022, on behalf of Japan Smaller Capitalization Fund, Inc. (the “Fund”), you requested confirmation from the staff of the Division of Investment Management (“Division”) that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Kenneth Steiner (the “Proponent”) on March 18, 2022, is excluded from the proxy materials for the Fund’s 2022 proxy material (the “Proxy Materials”).

The Proposal provides:

RESOLVED, that the stockholders of Fund hereby request that the Board of Directors immediately establish a special committee consisting solely of independent directors to investigate suitable alternatives to replace the Fund’s current investment manager, Nomura Asset Management U.S.A. Inc.

You request our assurance that we would not recommend enforcement action if the Fund omits the Proposal from the 2022 Proxy Materials for the next scheduled stockholder meeting of the Fund pursuant to Rule 14a-8(i)(7) under the Securities Exchange Act of 1934.

We are unable to concur in your view that the Fund may exclude the Proposal under Rule 14a-8(a)(7). Accordingly, we cannot assure you that the Division would not recommend enforcement action to the Commission if the Fund excludes the proposal from its Proxy Materials in reliance on Rule 14a-8(i)(7).

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. You may contact if you have any questions.


/s/ Scott W. Lee

Scott W. Lee
Senior Counsel
Division of Investment Management

cc:  John Chevedden (via email)

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