October 19, 2022

Via E-Mail

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

Re: Japan Smaller Capitalization Fund, Inc.
       Reconsideration of Denial of Request to Omit Shareholder Proposal Submitted by Kenneth               Steiner

Dear Ms. Reed:

In letters dated September 9, 2022, and September 19, 2022, on behalf of Japan Smaller Capitalization Fund, Inc. (the “Fund”), you requested reconsideration of the Staff’s decision to deny no action relief, pursuant to Rule 14a-8, to omit a shareholder proposal (“Proposal”) submitted by Kenneth Steiner from the proxy materials of the Fund for its 2022 annual meeting of stockholders. 

On August 26, 2022, we issued our response to your initial request expressing our informal view that the Fund could not exclude the Proposal from its proxy materials for its upcoming annual meeting in reliance on Rule 14a-8(i)(7) [1].  In the September 9, 2022 letter, you request our concurrence in the view that the Fund has “substantially implemented” the Proposal and thus the Proposal may now be excluded under Rule 14a-8(i)(10). We are unable to concur in this view that the Fund may exclude the Proposal from the proxy materials under Rule 14a-8(i)(10) as having been substantially implemented. Accordingly, we cannot assure the Fund that we would not recommend enforcement action if the Fund excludes the Proposal from its proxy materials in reliance on Rule 14a-8(i)(10).

Copies of all of the correspondence on which this response is based will be made available on the Commission website. Attached is a description of the informal procedures the Division follows in responding to shareholder proposals.
 

Attachment
cc:  John Chevedden (via email)