Japan Smaller Capitalization Fund Inc Sample Contracts

ARTICLE I
Investment Advisory Agreement • November 9th, 2005 • Japan Smaller Capitalization Fund Inc • New York
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BETWEEN
Custodian Contract • September 15th, 1999 • Japan Otc Equity Fund Inc • London
ARTICLE I
Management Agreement • November 9th, 2005 • Japan Smaller Capitalization Fund Inc • New York
ARTICLE I
Management Agreement • September 15th, 1999 • Japan Otc Equity Fund Inc • New York
7,091,723 Shares of Common Stock Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares FORM OF DEALER MANAGER AGREEMENT
Agent Agreement • June 16th, 2011 • Japan Smaller Capitalization Fund Inc • New York

Each of Japan Smaller Capitalization Fund, Inc., a Maryland corporation (the “Fund”), and Nomura Asset Management U.S.A. Inc., a New York corporation (the “Manager”), hereby confirms the agreement with and appointment of UBS Securities LLC to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Fund to the holders of record (the “Record Date Stockholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) transferable rights entitling such Record Date Stockholders to subscribe for up to 7,091,723 shares (each a “Share” and, collectively, the “Shares”) of common stock, par value $0.10 per share (the “Common Shares”), of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Stockholder one transferable right (each a “Right” and, collectively, the “Rights”) for each Common Share held by such Record Date Stockholder on the Record Date. Such Rights entitle

WITNESSETH:
Custodian Agreement • November 9th, 2005 • Japan Smaller Capitalization Fund Inc • New York
MANAGEMENT AGREEMENT
Management Agreement • May 3rd, 2023 • Japan Smaller Capitalization Fund Inc • New York

AGREEMENT made on December 15, 2022, by and between JAPAN SMALLER CAPITALIZATION FUND, INC., a Maryland corporation (hereinafter referred to as the “Fund”), and NOMURA ASSET MANAGEMENT U.S.A. INC., a New York corporation (hereinafter referred to as the “Manager”).

June [ ], 2011
Letter of Agreement • June 16th, 2011 • Japan Smaller Capitalization Fund Inc • New York

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by Japan Smaller Capitalization Fund, Inc. (the “Company”) to act as Information Agent in connection with its upcoming rights offer to purchase shares of its own Common Stock (the “Offer”). The term of the Agreement shall be the term of the Offer, including any extensions thereof.

Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • June 16th, 2011 • Japan Smaller Capitalization Fund Inc

This Amendment (“Amendment”), effective as of June 1, 2011 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”) made as of March 1, 2002, by and between Japan Smaller Capitalization Fund, Inc. (the “Company”) and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) and Computershare Inc. (formerly known as EquiServe, Inc.) (collectively, the “Transfer Agent”).

Transfer Agency and Service Agreement Between Japan Smaller Capitalization Fund, Inc. and EquiServe, Inc. and EquiServe Trust Company, N.A.
Agency and Service Agreement • June 16th, 2011 • Japan Smaller Capitalization Fund Inc • Massachusetts

AGREEMENT made as of the 1st day of March, 2002, by and between Japan Smaller Capitalization Fund, Inc. a corporation, having its principal office and place of business at 180 Maiden Lane, New York, NY 10038 (the “Customer”), and EquiServe, Inc., a Delaware corporation, and its fully owned subsidiary EquiServe Trust Company, N.A., a federally chartered trust company doing business at 150 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually “EQI” and the “Trust Company” respectively).

Exhibit (k) REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
Registrar, Transfer Agency and Service Agreement • September 15th, 1999 • Japan Otc Equity Fund Inc • Massachusetts
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 22nd, 2011 • Japan Smaller Capitalization Fund Inc • New York

AGREEMENT made this 25th day of April, 2007, by and between NOMURA ASSET MANAGEMENT U.S.A. INC., a New York corporation (hereinafter referred to as the “Manager”), and NOMURA ASSET MANAGEMENT CO., LTD., a Japanese corporation (hereinafter referred to as the “Investment Adviser which replaces and supersedes any existing agreement with respect to the same matter between the Manager and the Investment Adviser”).

MANAGEMENT AGREEMENT
Management Agreement • June 22nd, 2011 • Japan Smaller Capitalization Fund Inc • New York

AGREEMENT made this 8th day of November, 2006, by and between JAPAN SMALLER CAPITALIZATION FUND, INC., a Maryland corporation (hereinafter referred to as the “Fund”), and NOMURA ASSET MANAGEMENT U.S.A. INC., a New York corporation (hereinafter referred to as the “Manager”).

AMENDMENT TO THE ACCOUNTING AGENCY AGREEMENT
The Accounting Agency Agreement • June 22nd, 2011 • Japan Smaller Capitalization Fund Inc

AMENDMENT entered into as of this 8th day of November , 2007 to the Accounting Agency Agreement between JAPAN SMALLER CAPITALIZATION FUND, INC. (the “Fund”) and BROWN BROTHERS HARRIMAN & CO. (the “Accounting Agent”) dated as of April 26, 2007 (the “Agreement”).

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • June 16th, 2011 • Japan Smaller Capitalization Fund Inc • Massachusetts

This Subscription Agent Agreement (the “Agreement”) is made as of [ ], 2011 by and among Japan Smaller Capitalization Fund, Inc. (the “Fund”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form N-2, File No. __________ filed by the Company with the Securities and Exchange Commission on ____________, 2011, as amended by any amendment filed with respect thereto (the “Registration Statement").

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