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<SEC-DOCUMENT>0000859796-05-000002.txt : 20050429
<SEC-HEADER>0000859796-05-000002.hdr.sgml : 20050429
<ACCEPTANCE-DATETIME>20050429103606
ACCESSION NUMBER:		0000859796-05-000002
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20050228
FILED AS OF DATE:		20050429
DATE AS OF CHANGE:		20050429
EFFECTIVENESS DATE:		20050429

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			JAPAN SMALLER CAPITALIZATION FUND INC
		CENTRAL INDEX KEY:			0000859796
		IRS NUMBER:				133553469
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05992
		FILM NUMBER:		05783133

	BUSINESS ADDRESS:	
		STREET 1:		2 WORLD FINANCIAL CENTER
		STREET 2:		BUILDING B, 22ND FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10281-1712
		BUSINESS PHONE:		8008330018

	MAIL ADDRESS:	
		STREET 1:		2 WORLD FINANCIAL CENTER
		STREET 2:		BUILDING B, 22ND FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10281-1712

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JAPAN OTC EQUITY FUND INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
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SIGNATURE   RITA CHOPRA-BRATHWAITE
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>bylaws.txt
<TEXT>
                                                                      Version:
                                                                  May 19, 2004

                     JAPAN SMALLER CAPITALIZATION FUND, INC.
                     ---------------------------------------

                           AMENDED AND RESTATED BYLAWS
                           ---------------------------

                                    ARTICLE I

                                     Offices
                                     -------

         Section 1. Principal Office. The principal office of the Corporation
in the State of Maryland shall be located at such place as the Board of
Directors may designate.

         Section 2. Principal Executive Office. The Corporation may have
additional offices, including a principal executive office, at such places as
the Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

         Section 1. Annual Meeting. An annual meeting of the stockholders for
the election of directors and the transaction of any business within the powers
of the Corporation and as may be properly brought before the meeting shall be
held on a date and at the time set by the Board of Directors during the month of
August in each year.

         Section 2.  Special Meetings.

                  (a) General. The Chairman of the Board, President or Board of
Directors may call a special meeting of the stockholders. Subject to subsection
(b) of this Section 2, a special meeting of stockholders shall also be called by
the Secretary of the Corporation upon the written request of stockholders
entitled to cast not less than a majority of all the votes entitled to be cast
at such meeting.

                  (b) Stockholder Requested Special Meetings. (1) Any
stockholder of record seeking to have stockholders request a special meeting
shall, by sending written



<PAGE>

notice to the Secretary (the "Record Date Request Notice") by registered mail,
return receipt requested, request the Board of Directors to fix a record date
to determine the stockholders entitled to request a special meeting (the
"Request Record Date"). The Record Date Request Notice shall set forth the
purpose of the meeting and the matters proposed to be acted on at it, shall be
signed by one or more stockholders of record as of the date of signature (or
their agents duly authorized in a writing accompanying the Record Date Request
Notice), shall bear the date of signature of each such stockholder (or such
agent) and shall set forth all information relating to each such stockholder
that must be disclosed in solicitations of proxies for election of directors
in an election contest (even if an election contest is not involved), or is
otherwise required, in each case pursuant to Regulation 14A (or any successor
provision) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder. Upon receiving the Record Date
Request Notice, the Board of Directors may fix a Request Record Date. The
Request Record Date shall not precede and shall not be more than ten days
after the close of business on the date on which the resolution fixing the
Request Record Date is adopted by the Board of Directors. If the Board of
Directors, within ten days after the date on which a valid Record Date Request
Notice is received, fails to adopt a resolution fixing the Request Record
Date, the Request Record Date shall be the close of business on the tenth day
after the first date on which the Record Date Request Notice is received by
the Secretary.

                  (2) In order for any stockholder to request a special meeting,
one or more written requests for a special meeting signed by stockholders of
record (or their agents duly authorized in a writing accompanying the request)
as of the Request Record Date





                                      2
<PAGE>

entitled to cast not less than a majority (the "Special Meeting Percentage")
of all of the votes entitled to be cast at such meeting (the "Special Meeting
Request") shall be delivered to the Secretary. In addition, the Special
Meeting Request (a) shall set forth the purpose of the meeting and the matters
proposed to be acted on at it (which shall be limited to those lawful matters
set forth in the Record Date Request Notice received by the Secretary), (b)
shall bear the date of signature of each such stockholder (or such agent)
signing the Special Meeting Request, (c) shall set forth the name and address,
as they appear in the Corporation's books, of each stockholder signing such
request (or on whose behalf the Special Meeting Request is signed), the class,
series and number of all shares of stock of the Corporation which are owned by
each such stockholder, and the nominee holder for, and number of, shares owned
by such stockholder beneficially but not of record, (d) shall be sent to the
Secretary by registered mail, return receipt requested, and (e) shall be
received by the Secretary within 60 days after the Request Record Date. Any
requesting stockholder (or agent duly authorized in a writing accompanying the
revocation or the Special Meeting Request) may revoke his, her or its request
for a special meeting at any time by written revocation delivered to the
Secretary.

                  (3) The Secretary shall inform the requesting stockholders
of the reasonably estimated cost of preparing and mailing the notice of
meeting (including the Corporation's proxy materials). The Secretary shall not
be required to call a special meeting upon stockholder request and such
meeting shall not be held unless, in addition to the documents required by
paragraph (2) of this Section 3(b), the Secretary receives payment of such
reasonably estimated cost prior to the mailing of any notice of the meeting.




                                      3
<PAGE>

                  (4) Except as provided in the next sentence, any special
meeting shall be held at such place, date and time as may be designated by the
Chairman of the Board, President or Board of Directors, whoever has called the
meeting. In the case of any special meeting called by the Secretary upon the
request of stockholders (a "Stockholder Requested Meeting"), such meeting
shall be held at such place, date and time as may be designated by the Board
of Directors; provided, however, that the date of any Stockholder Requested
Meeting shall be not more than 90 days after the record date for such meeting
(the "Meeting Record Date"); and provided further that if the Board of
Directors fails to designate, within ten days after the date that a valid
Special Meeting Request is actually received by the Secretary (the "Delivery
Date"), a date and time for a Stockholder Requested Meeting, then such meeting
shall be held at 10:00 a.m. Eastern time on the 90th day after the Meeting
Record Date or, if such 90th day is not a Business Day (as defined below), on
the first preceding Business Day; and provided further that in the event that
the Board of Directors fails to designate a place for a Stockholder Requested
Meeting within ten days after the Delivery Date, then such meeting shall be
held at the principal executive office of the Corporation. In fixing a date
for any special meeting, the Chairman of the Board, President or Board of
Directors may consider such factors as he, she or it deems relevant within the
good faith exercise of business judgment, including, without limitation, the
nature of the matters to be considered, the facts and circumstances
surrounding any request for the meeting and any plan of the Board of Directors
to call an annual meeting or a special meeting. In the case of any Stockholder
Requested Meeting, if the Board of Directors fails to fix a Meeting Record
Date that is a date within 30 days after the Delivery Date, then the close of
business on



                                      4
<PAGE>

the 30th day after the Delivery Date shall be the Meeting Record Date. The
Board of Directors may revoke the notice for any Stockholder Requested Meeting
in the event that the requesting stockholders fail to comply with the
provisions of paragraph (3) of this Section 3(b).

                  (5) If written revocations of requests for the special
meeting have been delivered to the Secretary and the result is that
stockholders of record (or their agents duly authorized in writing), as of the
Request Record Date, entitled to cast less than the Special Meeting Percentage
have delivered, and not revoked, requests for a special meeting to the
Secretary, the Secretary shall: (i) if the notice of meeting has not already
been mailed, refrain from mailing the notice of the meeting and send to all
requesting stockholders who have not revoked such requests written notice of
any revocation of a request for the special meeting, or (ii) if the notice of
meeting has been mailed and if the Secretary first sends to all requesting
stockholders who have not revoked requests for a special meeting written
notice of any revocation of a request for the special meeting and written
notice of the Secretary's intention to revoke the notice of the meeting,
revoke the notice of the meeting at any time before ten days before the
commencement of the meeting. Any request for a special meeting received after
a revocation by the Secretary of a notice of a meeting shall be considered a
request for a new special meeting.

                  (6) The Chairman of the Board, President or Board of
Directors may appoint regionally or nationally recognized independent
inspectors of elections to act as the agent of the Corporation for the purpose
of promptly performing a ministerial review of the validity of any purported
Special Meeting Request received by the Secretary. For the purpose of
permitting the inspectors to perform such review, no such purported




                                      5
<PAGE>

request shall be deemed to have been delivered to the Secretary until the
earlier of (i) five Business Days after receipt by the Secretary of such
purported request and (ii) such date as the independent inspectors certify to
the Corporation that the valid requests received by the Secretary represent at
least a majority of the issued and outstanding shares of stock that would be
entitled to vote at such meeting. Nothing contained in this paragraph (6)
shall in any way be construed to suggest or imply that the Corporation or any
stockholder shall not be entitled to contest the validity of any request,
whether during or after such five Business Day period, or to take any other
action (including, without limitation, the commencement, prosecution or
defense of any litigation with respect thereto, and the seeking of injunctive
relief in such litigation).

                  (7) For purposes of these Bylaws, "Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law or executive order
to close.

         Section 3. Place of Meetings. The annual meeting and any special
meeting of the stockholders shall be held at such place as the Board of
Directors may from time to time determine.

         Section 4. Notice. Not less than ten nor more than 90 days before
each meeting of stockholders, the Secretary shall give to each stockholder
entitled to vote at such meeting and to each stockholder not entitled to vote
who is entitled to notice of the meeting written or printed notice stating the
time and place of the meeting and, in the case of a special meeting or as
otherwise may be required by any statute, the purpose for which the meeting is
called, either by mail, by presenting it to such stockholder personally, by
leaving it at the stockholder's residence or usual place of business or by




                                      6
<PAGE>

any other means permitted by Maryland law. If mailed, such notice shall be
deemed to be given when deposited in the United States mail addressed to the
stockholder at the stockholder's address as it appears on the records of the
Corporation, with postage thereon prepaid.

         Subject to Section 11(a) of this Article II, any business of the
Corporation may be transacted at an annual meeting of stockholders without
being specifically designated in the notice, except such business as is
required by any statute to be stated in such notice. No business shall be
transacted at a special meeting of stockholders except as specifically
designated in the notice.

         Section 5. Quorum. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast (without regard to class)
a majority of all the votes entitled to be cast at such meeting on any matter
shall constitute a quorum; but this section shall not affect any requirement
under any statute or the charter of the Corporation (the "Charter") for the
vote necessary for the adoption of any measure.

         If, however, such quorum shall not be present at any meeting of the
stockholders, the chairman of the meeting shall have the power to adjourn the
meeting from time to time to a date not more than 120 days after the original
record date without notice other than announcement at the meeting. At such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.

         The stockholders present either in person or by proxy, at a meeting
which has been duly called and convened, may continue to transact business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.



                                      7
<PAGE>

         The absence from any meeting, in person or by proxy, of holders of
the number of shares of stock of the Corporation in excess of a majority
thereof which may be required by the laws of the State of Maryland, the
Investment Company Act of 1940, as amended (the "1940 Act"), other applicable
statute, the Charter or these Bylaws, for action upon any given matter shall
not prevent action at such meeting upon any other matter or matters which may
properly come before the meeting, if there shall be present thereat, in person
or by proxy, holders of the number of shares of stock of the Corporation
required for action in respect of such other matter or matters.

         Section 6. Organization and Conduct. Every meeting of stockholders
shall be conducted by an individual appointed by the Board of Directors to be
chairman of the meeting or, in the absence of such appointment, by the
Chairman of the Board or, in the case of a vacancy in the office or absence of
the Chairman of the Board, by one of the following officers present at the
meeting: the President, the Vice Presidents in their order of rank and
seniority, or, in the absence of such officers, a chairman chosen by the
stockholders by the vote of a majority of the votes cast by stockholders
present in person or by proxy. The Secretary, or, in the Secretary's absence,
an Assistant Secretary, or in the absence of both the Secretary and Assistant
Secretaries, a person appointed by the Board of Directors or, in the absence
of such appointment, a person appointed by the chairman of the meeting shall
act as secretary. In the event that the Secretary presides at a meeting of the
stockholders, an Assistant Secretary, or in the absence of Assistant
Secretaries, an individual appointed by the Board of Directors or the chairman
of the meeting, shall record the minutes of the meeting. The order of business
and all other matters of procedure at any meeting of stockholders shall be
determined by the chairman




                                      8
<PAGE>

of the meeting. The chairman of the meeting may prescribe such rules,
regulations and procedures and take such action as, in the discretion of such
chairman, are appropriate for the proper conduct of the meeting, including,
without limitation, (a) restricting admission to the time set for the
commencement of the meeting; (b) limiting attendance at the meeting to
stockholders of record of the Corporation, their duly authorized proxies and
other such individuals as the chairman of the meeting may determine; (c)
limiting participation at the meeting on any matter to stockholders of record
of the Corporation entitled to vote on such matter, their duly authorized
proxies and other such individuals as the chairman of the meeting may
determine; (d) limiting the time allotted to questions or comments by
participants; (e) determining when the polls should be opened and closed; (f)
maintaining order and security at the meeting; (g) removing any stockholder or
any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (h) concluding a
meeting or recessing or adjourning the meeting to a later date and time and at
a place announced at the meeting. Unless otherwise determined by the chairman
of the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

         Section 7. Voting. A majority of the votes entitled to be cast in the
election of directors shall be required to elect a director. Each share may be
voted for as many individuals as there are directors to be elected and for
whose election the share is entitled to be voted. A majority of the votes cast
at a meeting of stockholders duly called and at which a quorum is present
shall be sufficient to approve any other matter which may properly come before
the meeting, unless more than a majority of the votes cast is required by
statute or by the Charter. Unless otherwise provided by statute or by the



                                      9
<PAGE>

Charter, each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders. Voting
on any question or in any election may be viva voce unless the chairman of the
meeting shall order that voting be by ballot.

         Section 8. Proxies. A stockholder may cast the votes entitled to be
cast by the shares of stock owned of record by the stockholder in person or by
proxy executed by the stockholder or by the stockholder's duly authorized
agent in any manner permitted by law. Such proxy or evidence of authorization
of such proxy shall be filed with the Secretary of the Corporation before or
at the meeting. No proxy shall be valid more than eleven months after its date
unless otherwise provided in the proxy.

         Section 9. Voting of Stock by Certain Holders. Stock of the
Corporation registered in the name of a corporation, partnership, trust or
other entity, if entitled to be voted, may be voted by the president or a Vice
President, a general partner or trustee thereof, as the case may be, or a
proxy appointed by any of the foregoing individuals, unless some other person
who has been appointed to vote such stock pursuant to a bylaw or a resolution
of the governing body of such corporation or other entity or agreement of the
partners of a partnership presents a certified copy of such bylaw, resolution
or agreement, in which case such person may vote such stock. Any director or
other fiduciary may vote stock registered in his or her name as such
fiduciary, either in person or by proxy.

                Shares of stock of the Corporation directly or indirectly
owned by it shall not be voted at any meeting and shall not be counted in
determining the total number of outstanding shares entitled to be voted at any
given time, unless they are held by it in a





                                      10
<PAGE>

fiduciary capacity, in which case they may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

                The Board of Directors may adopt by resolution a procedure by
which a stockholder may certify in writing to the Corporation that any shares
of stock registered in the name of the stockholder are held for the account of
a specified person other than the stockholder. The resolution shall set forth
the class of stockholders who may make the certification, the purpose for
which the certification may be made, the form of certification and the
information to be contained in it; if the certification is with respect to a
record date or closing of the stock transfer books, the time after the record
date or closing of the stock transfer books within which the certification
must be received by the Corporation; and any other provisions with respect to
the procedure which the Board of Directors considers necessary or desirable.
On receipt of such certification, the person specified in the certification
shall be regarded as, for the purposes set forth in the certification, the
stockholder of record of the specified stock in place of the stockholder who
makes the certification.

         Section 10. Inspectors. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and on the
request of any stockholder entitled to vote thereat shall, appoint inspectors.
Each inspector, before entering upon the discharge of his duties, shall take
and sign an oath to execute faithfully the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The
inspectors shall determine the number of shares outstanding and the voting
powers of




                                      11
<PAGE>

each, the number of shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the chairman
of the meeting or any stockholder entitled to vote thereat, the inspectors
shall make a report in writing of any challenge, request or matter determined
by them and shall execute a certificate of any fact found by them. No director
or candidate for the office of director shall act as inspector of an election
of directors. Inspectors need not be stockholders.

         Section 11. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.

                  (a) Annual Meetings of Stockholders. (1) Nominations of
individuals for election to the Board of Directors and the proposal of other
business to be considered by the stockholders may be made at an annual meeting
of stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by
or at the direction of the Board of Directors or (iii) by any stockholder of
the Corporation who was a stockholder of record both at the time of giving of
notice by the stockholder as provided for in this Section 11(a) and at the
time of the annual meeting, who is entitled to vote at the meeting and who has
complied with this Section 11(a).

                  (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 11, in addition to providing sufficient
information, with appropriate verification




                                      12
<PAGE>

of the accuracy thereof, to enable the Nominating Committee of the Board of
Directors to make the determination as to the nominee's qualifications
required under the Statement of Criteria for Selection of Independent
Directors contained in the Nominating Committee's charter, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must otherwise be a proper matter for
action by the stockholders. To be timely, a stockholder's notice shall set
forth all information required under this Section 11 and shall be delivered to
the Secretary at the principal executive office of the Corporation not earlier
than the 120th day nor later than 5:00 p.m., Eastern Time, on the 90th day
prior to the first anniversary of the date of mailing of the notice for the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced or delayed by more than 30 days from
the first anniversary of the date of the preceding year's annual meeting,
notice by the stockholder to be timely must be so delivered not earlier than
the 120th day prior to the date of such annual meeting and not later than 5:00
p.m., Eastern Time, on the later of the 90th day prior to the date of such
annual meeting or the tenth day following the day on which public announcement
of the date of such meeting is first made. The public announcement of a
postponement or adjournment of an annual meeting shall not commence a new time
period for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth (i) as to each individual whom the
stockholder proposes to nominate for election or reelection as a director, (A)
the name, age, business address and residence address of such individual, (B)
the class, series and number of any shares of stock of the Corporation that
are beneficially owned by such individual, (C) the date such shares were
acquired and the investment intent of such acquisition, (D) whether





                                      13
<PAGE>

such stockholder believes any nominee will be an "interested person" of the
Corporation, as defined in the 1940 Act and, if not an "interested person",
information regarding each such nominee that will be sufficient for the
Corporation to make such determination, (E) sufficient information, with
appropriate verification of the accuracy thereof, to enable the Nominating
Committee of the Board of Directors to make a determination as to the
nominee's qualifications and (F) all other information relating to such
individual that is required to be disclosed in solicitations of proxies for
election of directors in an election contest (even if an election contest is
not involved), or is otherwise required, in each case pursuant to Regulation
14A (or any successor provision) under the Exchange Act and the rules
thereunder (including such individual's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (ii) as
to any other business that the stockholder proposes to bring before the
meeting, a description of such business, the reasons for proposing such
business at the meeting and any material interest in such business of such
stockholder and any Stockholder Associated Person (as defined below),
individually or in the aggregate, including any anticipated benefit to the
stockholder and the Stockholder Associated Person therefrom; (iii) as to the
stockholder giving the notice and any Stockholder Associated Person, the
class, series and number of all shares of stock of the Corporation which are
owned by such stockholder and by such Stockholder Associated Person, if any,
and the nominee holder for, and number of, shares owned beneficially but not
of record by such stockholder and by any such Stockholder Associated Person;
(iv) as to the stockholder giving the notice and any Stockholder Associated
Person covered by clauses (ii) or (iii) of this paragraph (2) of this Section
11(a), the name and address of such stockholder, as they appear on the
Corporation's




                                      14
<PAGE>

stock ledger and current name and address, if different, and of such
Stockholder Associated Person; and (v) to the extent known by the stockholder
giving the notice, the name and address of any other stockholder supporting
the nominee for election or reelection as a director or the proposal of other
business on the date of such stockholder's notice.

                  (3) Notwithstanding anything in this subsection (a) of this
Section 11 to the contrary, in the event that the number of directors to be
elected to the Board of Directors is increased and there is no public
announcement of such action at least 100 days prior to the first anniversary
of the date of mailing of the notice for the preceding year's annual meeting,
a stockholder's notice required by this Section 11(a) shall also be considered
timely, but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the Secretary at the principal
executive office of the Corporation not later than 5:00 p.m., Eastern Time, on
the tenth day following the day on which such public announcement is first
made by the Corporation.

                  (4) For purposes of this Section 11, "Stockholder Associated
Person" of any stockholder shall mean (i) any person controlling, directly or
indirectly, or acting in concert with, such stockholder, (ii) any beneficial
owner of shares of stock of the Corporation owned of record or beneficially by
such stockholder and (iii) any person controlling, controlled by or under
common control with such Stockholder Associated Person.

                  (b) Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Nominations of individuals for




                                      15
<PAGE>

election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of
notice provided for in this Section 11 and at the time of the special meeting,
who is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section 11. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
individuals to the Board of Directors, any such stockholder may nominate an
individual or individuals (as the case may be) for election as a director as
specified in the Corporation's notice of meeting, if the stockholder's notice
required by paragraph (2) of this Section 11(a) shall be delivered to the
Secretary at the principal executive office of the Corporation not earlier
than the 120th day prior to such special meeting and not later than 5:00 p.m.,
Eastern Time, on the later of the 90th day prior to such special meeting or
the tenth day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. The public announcement of a
postponement or adjournment of a special meeting shall not commence a new time
period for the giving of a stockholder's notice as described above.

                  (c) General. (1) Upon written request by the Secretary or
the Board of Directors or any committee thereof, any stockholder proposing a
nominee for election as a director or any proposal for other business at a
meeting of stockholders shall provide, within five Business Days of delivery
of such request (or such other period as may be




                                      16
<PAGE>

specified in such request), written verification, satisfactory, in the
discretion of the Board of Directors or any committee thereof or any
authorized officer of the Corporation, to demonstrate the accuracy of any
information submitted by the stockholder pursuant to this Section 11. If a
stockholder fails to provide such written verification within such period, the
information as to which written verification was requested may be deemed not
to have been provided in accordance with this Section 11.

                  (2) Only such individuals who are nominated in accordance
with this Section 11 shall be eligible for election by stockholders as
directors, and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
this Section 11. The chairman of the meeting shall have the power to determine
whether a nomination or any other business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with this
Section 11.

                  (3) For purposes of this Section 11, (a) the "date of
mailing of the notice" shall mean the date of the proxy statement for the
solicitation of proxies for election of directors and (b) "public
announcement" shall mean disclosure (i) in a press release reported by the Dow
Jones News Service, Associated Press, Business Wire, PR Newswire or comparable
news service or (ii) in a document publicly filed by the Corporation with the
Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act.

                  (4) Notwithstanding the foregoing provisions of this Section
11, a stockholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set




                                      17
<PAGE>

forth in this Section 11. Nothing in this Section 11 shall be deemed to
affect any right of a stockholder to request inclusion of a proposal in,
nor the right of the Corporation to omit a proposal from, the Corporation's
proxy statement pursuant to Rule 14a-8 (or any successor provision) under the
Exchange Act.


                                  ARTICLE III

                              Board of Directors

         Section 1. General Powers. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.

         Section 2. Number. At any regular meeting or at any special meeting
called for that purpose, a majority of the entire Board of Directors may
establish, increase or decrease the number of directors; provided, however,
that the tenure of office of a director shall not be affected by any decrease
in the number of directors.

         Section 3. Tenure of Directors. The directors (other than any
director elected solely by holders of one or more classes or series of
Preferred Stock in connection with dividend arrearages) shall be classified,
with respect to the terms for which they severally hold office, into three
classes, with Class I directors to hold office initially for a term expiring
at the annual meeting of stockholders in 2004, Class II directors to hold
office initially for a term expiring at the annual meeting of stockholders in
2005 and Class III directors to hold office initially for a term expiring at
the annual meeting of stockholders in 2006, with each director to hold office
until her or his successor is duly elected and qualifies. At each annual
meeting of the stockholders, commencing with the 2004 annual meeting, the
successors to the class of directors whose term expires at such meeting shall
be elected to hold office for a term expiring at the third succeeding annual
meeting of





                                      18
<PAGE>

stockholders following the meeting at which they were elected and
until their successors are duly elected and qualify.

         Section 4. Resignation. A director of the Corporation may resign at
any time by giving written notice of his resignation to the Board or the
Chairman of the Board or the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

         Section 5. Vacancies. If for any reason any or all the directors
cease to be directors, such event shall not terminate the Corporation or
affect these Bylaws or the powers of the remaining directors hereunder.
Subject to the 1940 Act and except as may be provided by the Board of
Directors in setting the terms of any class or series of preferred stock, any
vacancy on the Board of Directors may be filled only by a majority of the
remaining directors, even if the remaining directors do not constitute a
quorum. Any director elected to fill a vacancy shall serve for the remainder
of the full term of the class in which the vacancy occurred and until a
successor is elected and qualifies.

         Section 6. Annual and Regular Meetings. An annual meeting of the
Board of Directors shall be held immediately after and at the same place as
the annual meeting of stockholders, no notice other than this Bylaw being
necessary. In the event such meeting is not so held, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors. The Board of
Directors may provide, by resolution, the time and place for the holding of
regular meetings of the Board of Directors without other notice than such
resolution.



                                      19
<PAGE>


         Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
President or by a majority of the directors then in office. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place as the place for holding any special meeting of the Board of
Directors called by them. The Board of Directors may provide, by resolution,
the time and place for the holding of special meetings of the Board of
Directors without other notice than such resolution.

         Section 8. Remote Meetings. Members of the Board of Directors or of
any committee thereof may participate in a meeting by means of a conference
telephone or other communications equipment if all persons participating in
the meeting can hear each other at the same time. Subject to the provisions of
the 1940 Act, participation in a meeting by these means constitutes presence
in person at the meeting.

         Section 9. Waiver of Notice of Meetings. Notice of any special
meeting need not be given to any director who shall, either before or after
the meeting, sign a written waiver of notice which is filed with the records
of the meeting or who shall attend such meeting. Except as otherwise
specifically required by these By-Laws, a notice or waiver or notice of any
meeting need not state the purposes of such meeting.

         Section 10. Quorum and Voting. A majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors, provided that, if less than a majority of such directors
are present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice, and provided further that
if, pursuant to applicable law, the Charter or these Bylaws, the vote of a
majority of a particular group of directors is required for action, a quorum
must also




                                      20
<PAGE>

include a majority of such group. The directors present at a meeting
which has been duly called and convened may continue to transact business
until adjournment, notwithstanding the withdrawal of enough directors to leave
less than a quorum.

         The action of the majority of the directors present at a meeting at
which a quorum is present shall be the action of the Board, unless the
concurrence of a greater proportion is required for such action by applicable
law, the Charter or these Bylaws.

         If enough directors have withdrawn from a meeting to leave less than
a quorum but the meeting is not adjourned, the action of the majority of that
number of directors necessary to constitute a quorum at such meeting shall be
the action of the Board of Directors, unless the concurrence of a greater
proportion is required for such action by applicable law, the Charter or these
Bylaws.

         Section 11. Organization. The Board may, by resolution adopted by a
majority of the entire Board, designate a Chairman of the Board, who shall
preside at each meeting of the Board. In the absence or inability of the
Chairman of the Board to preside at a meeting, the President or, in his
absence or inability to act, another director chosen by a majority of the
directors present, shall act as chairman of the meeting and preside thereat.
The Secretary (or, in his absence or inability to act, any person appointed by
the Chairman) shall act as Secretary of the meeting and keep the minutes
thereof.

         Section 12. Written Consent of Directors in Lieu of a Meeting.
Subject to the 1940 Act, any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting, if a consent
in writing or by electronic transmission to such action is given by each
director and is filed with the minutes of proceedings of the Board of
Directors.




                                      21
<PAGE>

         Section 13. Compensation. Directors shall not receive any stated
salary for their services as directors but, by resolution of the Board of
Directors, may receive compensation per year and/or per meeting and/or per
visit to real property or other facilities owned or leased by the Corporation
and for any service or activity they performed or engaged in as directors.
Directors may be reimbursed for expenses of attendance, if any, at each
annual, regular or special meeting of the Board of Directors or of any
committee thereof and for their expenses, if any, in connection with each
property visit and any other service or activity they performed or engaged in
as directors; but nothing herein contained shall be construed to preclude any
directors from serving the Corporation in any other capacity and receiving
compensation therefor.

         Section 14. Investment Policies. It shall be the duty of the Board of
Directors to direct that the purchase, sale, retention and disposal of
portfolio securities and the other investment practices of the Corporation are
at all times consistent with the investment policies and restrictions with
respect to securities investments and otherwise of the Corporation, as recited
in the Prospectus of the Corporation included in the registration statement of
the Corporation relating to the initial public offering of its capital stock,
as filed with the SEC (or as such investment policies and restrictions may be
modified by the Board of Directors, or, if required, by majority vote of the
stockholders of the Corporation in accordance with the 1940 Act and as
required by the 1940 Act). The Board however, may delegate the duty of
management of the assets and the administration of its day to day operations
to an individual or corporate management company and/or investment adviser
pursuant to a written contract or contracts which have obtained the requisite
approvals, including the requisite approvals of renewals thereof, of




                                      22
<PAGE>

the Board of Directors and/or the stockholders of the corporation in
accordance with the provisions of the 1940 Act.

         Section 15. Loss of Deposits. No director shall be liable for any
loss which may occur by reason of the failure of the bank, trust company,
savings and loan association, or other institution with whom moneys or stock
have been deposited.

         Section 16. Surety Bonds. Unless required by law, no director shall
be obligated to give any bond or surety or other security for the performance
of any of his or her duties.

         Section 17. Reliance. Each director, officer, employee and agent of
the Corporation shall, in the performance of his or her duties with respect to
the Corporation, be fully justified and protected with regard to any act or
failure to act in reliance in good faith upon the books of account or other
records of the Corporation, upon an opinion of counsel or upon reports made to
the Corporation by any of its officers or employees or by the adviser,
accountants, appraisers or other experts or consultants selected by the Board
of Directors or officers of the Corporation, regardless of whether such
counsel or expert may also be a director.

                                  ARTICLE IV

                                  Committees

         Section 1. Number Tenure and Qualifications. The Board of Directors
may appoint from among its members an Executive Committee, an Audit Committee,
a Nominating Committee and other committees, composed of one or more
directors, to serve at the pleasure of the Board of Directors.




                                      23
<PAGE>

         Section 2. Powers. The Board of Directors may delegate to committees
appointed under Section 1 of this Article any of the powers of the Board of
Directors, except as prohibited by law.

         Section 3. Meetings. Notice of committee meetings shall be given in
the same manner as notice for special meetings of the Board of Directors. A
majority of the members of the committee shall constitute a quorum for the
transaction of business at any meeting of the committee. The act of a majority
of the committee members present at a meeting shall be the act of such
committee. The Board of Directors may designate a chairman of any committee,
and such chairman or, in the absence of a chairman, any two members of any
committee (if there are at least two members of the Committee) may fix the
time and place of its meeting unless the Board shall otherwise provide. In the
absence of any member of any such committee, the members thereof present at
any meeting, whether or not they constitute a quorum, may appoint another
director to act in the place of such absent member. Each committee shall keep
minutes of its proceedings.

         Section 4. Remote Meetings. Members of a committee of the Board of
Directors may participate in a meeting by means of a conference telephone or
other communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
shall constitute presence in person at the meeting.

         Section 5. Consent By Committees In Lieu of a Meeting. Any action
required or permitted to be taken at any meeting of a committee of the Board
of Directors may be taken without a meeting, if a consent in writing or by
electronic transmission to such




                                      24
<PAGE>

action is given by each member of the committee and is filed with the minutes
of proceedings of such committee.

         Section 6. Vacancies. Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace
any absent or disqualified member or to dissolve any such committee. Subject
to the power of the Board, the members of the committee shall have the power
to fill any vacancies on the committee.

                                   ARTICLE V

                                   Officers

         Section 1. General Provisions. The officers of the Corporation shall
include a President, a Secretary and a Treasurer and may include a Chairman of
the Board, a vice Chairman of the Board, a chief executive officer, one or
more Vice Presidents, a chief operating officer, a chief financial officer,
one or more Assistant Secretaries and one or more Assistant Treasurers. In
addition, the Board of Directors may from time to time elect such other
officers with such powers and duties as they shall deem necessary or
desirable. The officers of the Corporation shall be elected annually by the
Board of Directors, except that President may from time to time appoint one or
more Vice Presidents, Assistant Secretaries and Assistant Treasurers or other
officers. Each officer shall hold office until his or her successor is elected
and qualifies or until his or her death, or his or her resignation or removal
in the manner hereinafter provided. Any two or more offices except President
and Vice President may be held by the same person. Election of an officer or
agent shall not of itself create contract rights between the Corporation and
such officer or agent.




                                      25
<PAGE>


         Section 2. Removal and Resignation. Any officer or agent of the
Corporation may be removed, with or without cause, by the Board of Directors
if in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Any officer of the Corporation may resign at
any time by giving written notice of his or her resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary. Any
resignation shall take effect immediately upon its receipt or at such later
time specified in the notice of resignation. The acceptance of a resignation
shall not be necessary to make it effective unless otherwise stated in the
resignation. Such resignation shall be without prejudice to the contract
rights, if any, of the Corporation.

         Section 3. Vacancies. A vacancy in any office may be filled by the
Board of Directors for the balance of the term.

         Section 4. President. The President shall be the chief executive
officer and the chief operating officer of the corporation. The President
shall in general supervise and control all of the business and affairs of the
Corporation. He or she may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer
or agent of the Corporation or shall be required by law to be otherwise
executed; and in general shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.

         Section 5. Vice President. In the absence of the President or in the
event of a vacancy in such office, the Vice President (or in the event there
be more than one Vice President, the Vice Presidents in the order designated
at the time of their election or, in





                                      26
<PAGE>

the absence of any designation, then in the order of their election) shall
perform the duties of the President and when so acting shall have all the
powers of and be subject to all the restrictions upon the President; and shall
perform such other duties as from time to time may be assigned to such Vice
President by the President or by the Board of Directors. The Board of
Directors may designate one or more Vice Presidents as executive Vice
President, senior Vice Presidents, or as Vice President for particular areas
of responsibility.

         Section 6. Treasurer. The Treasurer shall (a) have charge and custody
of, and be responsible for, all the funds and securities of the Corporation,
except those which the Corporation has placed in the custody of a bank or
trust company or member of a national securities exchange (as that term is
defined in the Exchange Act) pursuant to a written agreement designating such
bank or trust company or member of a national securities exchange as custodian
of the property of the Corporation; (b) keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation; (c) cause
all moneys and other valuables to be deposited to the credit of the
Corporation; (d) receive, and give receipts for, moneys due and payable, to
the Corporation from any source whatsoever; (e) disburse the funds of the
Corporation and supervise the investment of its funds as ordered or authorized
by the Board, taking proper vouchers therefor; and (f) in general, perform all
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Board or the President.

         Section 7. Secretary. The Secretary shall (a) keep or cause to be
kept in one or more books provided for the purpose, the minutes of all
meetings of the Board, the




                                      27
<PAGE>

committees of the Board and the stockholders; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws and as required
by law; (c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all stock certificates of the Corporation (unless
the seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to
be executed on behalf of the Corporation under its seal; (d) see that the
books, reports, statements, certificates and other documents and records
required by law to be kept and filed are properly kept and filed; and (e) in
general, perform all the duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him by the Board or the
President.

         Section 8. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or Treasurer,
respectively, or by the President or the Board of Directors. The Assistant
Treasurers shall, if required by the Board of Directors, give bonds for the
faithful performance of their duties in such sums and with such surety or
sureties as shall be satisfactory to the Board of Directors.

                                  ARTICLE VI

                    Indemnification and Advance of Expenses

         To the maximum extent permitted by Maryland law and the 1940 Act in
effect from time to time, the Corporation shall indemnify and, without
requiring a preliminary determination of the ultimate entitlement to
indemnification, shall pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to (a) any individual who is a present or
former director or officer of the Corporation and who is made or





                                      28
<PAGE>

threatened to be made a party to the proceeding by reason of his or her
service in that capacity or (b) any individual who, while a director or
officer of the Corporation and at the request of the Corporation, serves or
has served as a director, officer, partner or trustee of such corporation,
real estate investment trust, partnership, joint venture, trust, employee
benefit plan or other enterprise and who is made or threatened to be made a
party to the proceeding by reason of his or her service in that capacity. The
Corporation may, with the approval of its Board of Directors or any duly
authorized committee thereof, provide such indemnification and advance for
expenses to a person who served a predecessor of the Corporation in any of the
capacities described in (a) or (b) above and to any employee or agent of the
Corporation or a predecessor of the Corporation. The indemnification and
payment of expenses provided in these Bylaws shall not be deemed exclusive of
or limit in any way other rights to which any person seeking indemnification
or payment of expenses may be or may become entitled under any bylaw,
regulation, insurance, agreement or otherwise

         Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or charter of the Corporation
inconsistent with this Article, shall apply to or affect in any respect the
applicability of the preceding paragraph with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.

         No provision of this Article VI shall be effective to protect or
purport to protect any director or officer of the Corporation against
liability to the Corporation or its stockholders to which he or she would
otherwise be subject by reason of willful




                                      29
<PAGE>

misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.

                                  ARTICLE VII

                                     Stock

         Section 1. Certificates. In the event that the Corporation issues
shares of stock represented by certificates, such certificates shall be signed
by the officers of the Corporation in the manner permitted by the Maryland
General Corporation Law (the "MGCL") and contain the statements and
information required by the MGCL. In the event that the Corporation issues
shares of stock without certificates, the Corporation shall provide to holders
of such shares a written statement of the information required by the MGCL to
be included on stock certificates.

         Section 2. Transfers When Certificates are Issued. Upon surrender to
the Corporation or the transfer agent of the Corporation of a stock
certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

         The Corporation shall be entitled to treat the holder of record of
any share of stock as the holder in fact thereof and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
share or on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
of Maryland.


                                      30
<PAGE>

         Notwithstanding the foregoing, transfers of shares of any class of
stock will be subject in all respects to the charter of the Corporation and
all of the terms and conditions contained therein.

         Section 3. Replacement Certificate. Any officer designated by the
Board of Directors may direct a new certificate to be issued in place of any
certificate previously issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing the
issuance of a new certificate, an officer designated by the Board of Directors
may, in his or her discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
the owner's legal representative to advertise the same in such manner as he
shall require and/or to give bond, with sufficient surety, to the Corporation
to indemnify it against any loss or claim which may arise as a result of the
issuance of a new certificate.

         Section 4. Closing of Transfer Books or Fixing of Record Date. The
Board of Directors may set, in advance, a record date for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or determining stockholders entitled to receive payment of any
dividend or the allotment of any other rights, or in order to make a
determination of stockholders for any other proper purpose. Such date, in any
case, shall not be prior to the close of business on the day the record date
is fixed and shall be not more than 90 days and, in the case of a meeting of
stockholders, not less than ten days, before the date on which the meeting or
particular action requiring such determination of stockholders of record is to
be held or taken.


                                      31
<PAGE>

         In lieu of fixing a record date, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not
longer than 20 days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the date
of such meeting.

         If no record date is fixed and the stock transfer books are not
closed for the determination of stockholders, (a) the record date for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day on which the notice
of meeting is mailed or the 30th day before the meeting, whichever is the
closer date to the meeting; and (b) the record date for the determination of
stockholders entitled to receive payment of a dividend or an allotment of any
other rights shall be the close of business on the day on which the resolution
of the directors, declaring the dividend or allotment of rights, is adopted.

         When a determination of stockholders entitled to vote at any meeting
of stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except when (i) the determination has
been made through the closing of the transfer books and the stated period of
closing has expired or (ii) the meeting is adjourned to a date more than 120
days after the record date fixed for the original meeting, in either of which
case a new record date shall be determined as set forth herein.

         Section 5. Stock Ledger. The Corporation shall maintain at its
principal office or at the office of its counsel, accountants or transfer
agent, an original or duplicate share




                                      32
<PAGE>

ledger containing the name and address of each stockholder and the number of
shares of each class held by such stockholder.

         Section 6. Fractional Stock; Issuance of Units. The Board of
Directors may issue fractional stock or provide for the issuance of scrip, all
on such terms and under such conditions as they may determine. Notwithstanding
any other provision of the charter or these Bylaws, the Board of Directors may
issue units consisting of different securities of the Corporation. Any
security issued in a unit shall have the same characteristics as any identical
securities issued by the Corporation, except that the Board of Directors may
provide that for a specified period securities of the Corporation issued in
such unit may be transferred on the books of the Corporation only in such
unit.

                                 ARTICLE VIII

                                     Seal

         Section 1. Seal. The Board of Directors may authorize the adoption of
a seal by the Corporation. The seal shall contain the name of the Corporation,
the year of its incorporation and the words "Corporate Seal" and "Maryland".
The Board of Directors may authorize one or more duplicate seals and provide
for the custody thereof.

         Section 2. Affixing Seal. Whenever the Corporation is permitted or
required to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the
word "(SEAL)" adjacent to the signature of the person authorized to execute
the document on behalf of the Corporation.


                                      33
<PAGE>

                                  ARTICLE IX

                                  Fiscal Year

         Unless otherwise determined by the Board, the fiscal year of the
Corporation shall end on the 31st day of October.

                                   ARTICLE X

                          Depositories and Custodians

         Section 1. Depositories. The funds of the Corporation shall be
deposited with such banks or other depositories as the Board of Directors of
the Corporation may from time to time determine.

         Section 2. Custodians. All securities and other investments shall be
deposited in the safekeeping of such banks or other companies as the Board of
Directors of the Corporation may from time to time determine. Every
arrangement entered into with any bank or other company for the safekeeping of
the securities and investments of the Corporation shall contain provisions
complying with the 1940 Act, and the general rules and regulations thereunder.

                                  ARTICLE XI

                           Execution of Instruments

         Section 1. Checks, Notes, Drafts, etc. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as
the Board of Directors by resolution shall from time to time designate.

         Section 2. Sale or Transfer of Securities. Stock certificates, bonds
or other securities at any time owned by the Corporation may be held on behalf
of the Corporation



                                      34
<PAGE>

or sold, transferred or otherwise disposed of subject to any limits imposed by
these Bylaws and pursuant to authorization by the Board and, when so
authorized to be held on behalf of the Corporation or add, transferred or
otherwise disposed of, may be transferred from the name of the Corporation by
the signature of the President or a Vice President or the Treasurer or
pursuant to any procedure approved by the Board of Directors, subject to
applicable law.

                                  ARTICLE XII

                        Independent Public Accountants

         The firm of independent public accountants which shall sign or
certify the financial statements of the Corporation which are filed with the
SEC shall be selected annually by the Board of Directors and ratified by the
stockholders in accordance with the provisions of the 1940 Act.

                                 ARTICLE XIII

                               Annual Statement

         The books of account of the corporation shall be examined by an
independent firm of public accountants at the close of each annual period of
the Corporation and at such other times as may be directed by the Board. A
report to the stockholders based upon each such examination shall be mailed to
each stockholder of record of the Corporation on such date with respect to
each report as may be determined by the Board, at his address as the same
appears on the books of the Corporation. Such annual statement shall also be
available at the annual meeting of stockholders and be placed on file at the
Corporation's principal office in the state of Maryland. Each such report
shall show the assets and liabilities of the Corporation as of the close of
the annual or quarterly



                                      35
<PAGE>

period covered by the report and the securities in which the funds of the
Corporation were then invested. Such report shall also show the Corporation's
income and expenses for the period from the end of the Corporation's preceding
fiscal year to the close of the annual or quarterly period covered by the
report and any other information required by the 1940 Act, and shall set forth
such other matters as the Board or such firm of independent public accountants
shall determine.

                                  ARTICLE XIV

                               Waiver of Notice

         Whenever any notice is required to be given pursuant to the charter
of the Corporation or these Bylaws or pursuant to applicable law, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Neither the business to be transacted at nor the
purpose of any meeting need be set forth in the waiver of notice, unless
specifically required by statute. The attendance of any person at any meeting
shall constitute a waiver of notice of such meeting, except where such person
attends a meeting for the express purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully called or
convened.

                                  ARTICLE XV

                              Amendment of Bylaws

         The Board of Directors shall have the exclusive power to adopt, alter
or repeal any provision of these Bylaws and to make new Bylaws.




                                      36


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>eyrep.txt
<TEXT>

             Report of Independent Registered Public Accounting Firm

To the Shareholders and
Board of Directors of Japan Smaller Capitalization Fund, Inc.

In planning and performing our audit of the financial statements of Japan
Smaller Capitalization Fund, Inc. for the year ended February 28, 2005, we
considered its internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on internal control.

The management of Japan Smaller Capitalization Fund, Inc. is responsible for
establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls that are
relevant to an audit pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in conformity with
U.S. generally accepted accounting principles. Those controls include the
safeguarding of assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under auditing standards
of the Public Company Accounting Oversight Board (United States). A material
weakness is a condition in which the design or operation of one or more of the
internal control components does not reduce to a relatively low level the risk
that misstatements caused by error or fraud in amounts that would be material in
relation to the financial statements being audited may occur and not be detected
within a timely period by employees in the normal course of performing their
assigned functions. However, we noted no matters involving internal control and
its operation, including controls for safeguarding securities that we consider
to be material weaknesses as defined above as of February 28, 2005.

This report is intended solely for the information and use of management and the
Board of Directors of Japan Smaller Capitalization 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.


                                              ERNST & YOUNG LLP

New York, New York
April 1, 2005




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>4
<FILENAME>suppl.txt
<TEXT>
                    JAPAN SMALLER CAPITALIZATION FUND, INC.


                Supplemental Shareholder Information (Unaudited)


   The 2004 Annual Meeting of the Shareholders of the Fund was held at the
Fund's offices, Two World Financial Center, Building B, New York, N.Y. on
August 18, 2004. The purpose of the meeting was to elect two Directors to
serve as Class I Directors, each to serve for a term to expire in 2007; to
ratify the appointment of PricewaterhouseCoopers LLP as the Fund's independent
registered public accounting firm for the fiscal year ending February 28, 2005;
to amend the Fund's principal investment policy concerning investment in
smaller capitalization companies in Japan; and to transact such other business
as may properly come before the Meeting or any adjournment thereof.

   The balance of the Fund's current Directors consists of two Class II
Directors, Yasushi Suzuki and Chor Weng Tan, and two Class III Directors,
William K. Grollman and Arthur R. Taylor, none of whom was a nominee for
election at the Annual Meeting and all of whom continued in office after the
Meeting.

   At the Meeting, the following persons were elected by the shareholders
to serve as Class I Directors of the Fund: William G. Barker, Jr., and
John F. Wallace. PricewaterhouseCoopers LLP was ratified as the Fund's
independent registered public accounting firm and the Fund's principal
investment policy was amended.

The results of the voting at the Annual Meeting are as follows:

1. To elect the Fund's Class I Directors:

<TABLE>
<CAPTION>

                                                        % of                                   % of
                                      Shares Voted    outstanding       Shares Voted       outstanding
                                           For          Shares       Withhold Authority       Shares
                                      -------------   -------------- -------------------  --------------
   <S>                                  <C>              <C>               <C>                  <C>
   William G. Barker, Jr. ............  12,199,313       77.0              78,077               0.5
   John F. Wallace....................  12,212,819       77.1              64,571               0.4
</TABLE>

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Fund's
   independent registered public accounting firm for the fiscal year ending
   February 28, 2005.

        FOR             12,192,584.0670
        AGAINST             23,722.3710
        ABSTAIN             61,084.0000

2. To amend the Fund's principal investment policy concerning investment in
   smaller capitalization companies in Japan.

        FOR             10,778,229.1010
        AGAINST          1,419,752.5160
        ABSTAIN             79,408.8210



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>pwc.txt
<TEXT>
PRICEWATERHOUSECOOPERS [LOGO OMITTED]

- -------------------------------------------------------------------------------
                                                    PricewaterhouseCoopers LLP
                                                    300 Madison Avenue
                                                    New York, NY  10017
                                                    Telephone (646) 471-3000
                                                    www.pwc.com


April 27, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Japan Smaller Capitalization Fund (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 77K of Form N-SAR, dated April 28, 2005. We agree with the statements
concerning our Firm in such Item 77K.


Very truly yours,



/s/ PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP

<PAGE>

     (i)      On November 10, 2004 the Audit Committee and Board of Directors
              of Japan Smaller Capitalization Fund, Inc. (the "Registrant")
              accepted the resignation of PricewaterhouseCoopers LLP ("PwC")
              as the independent registered public accounting firm to the
              Registrant.
     (ii)     The reports of PwC on the financial statements for the past two
              fiscal years contained no adverse opinion or disclaimer of
              opinion and were not qualified or modified as to uncertainty,
              audit scope or accounting principles.
     (iii)    In connection with the audits for the two most recent fiscal
              years and through November 10, 2004, there have been no
              disagreements with PwC on any matter of accounting principles or
              practices, financial statement disclosure, or auditing scope or
              procedure, which disagreements if not resolved to the
              satisfaction of PwC would have caused them to make reference
              thereto in their report on the financial statements for such
              years.
     (iv)     During the two most recent fiscal years and through November 10,
              2004, there have been no reportable events (as defined in
              Regulation S-K Item 304(a)(1)(v)).
     (v)      The Registrant has requested that PwC furnish it with a letter
              addressed to the SEC stating whether or not it agrees with the
              above statements. A copy of such letter, dated April 27, 2005,
              is filed as Exhibit Q1 to Item 77K.
     (vi)     Following approval from the Audit Committee and the Board of
              Directors, the Registrant engaged Ernst & Young LLP as its new
              independent registered public accounting firm on November 18,
              2004. During the Registrant's two most recent fiscal years and
              through November 10, 2004 the Registrant did not consult with
              Ernst & Young with respect to the application of accounting
              principles to a specified transaction, either completed or
              proposed, or the type of audit opinion that might be rendered on
              the Registrant's financial statements, or any other matters or
              reportable events as set forth in Items 304(a)(1)(iv) and (v) of
              Regulation S-K.







</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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