<DOCUMENT>
<TYPE>EX-99.2D3
<SEQUENCE>2
<FILENAME>efc5-2324_ex992d3.txt
<DESCRIPTION>EXHIBIT 99.2(D)(3)
<TEXT>
                                                                Exhibit (d)(3)


                      [Form of Subscription Certificate]

        VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
           NEW YORK TIME ON THE EXPIRATION DATE OF DECEMBER 16, 2005

Control No.          Maximum Primary Subscription Shares Available

                    JAPAN SMALLER CAPITALIZATION FUND, INC.
                     SUBSCRIPTION RIGHTS FOR COMMON STOCK
Dear Stockholder:

     IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THE
TEAR-OFF CARD.

     As the registered owner of the Subscription Certificate below, you are
entitled to subscribe for the number of shares of Common Stock, $.10 par value
per share (the "Shares"), of Japan Smaller Capitalization Fund, Inc. (the
"Fund"), shown above pursuant to the Primary Subscription and upon the terms
and conditions and at the Subscription Price for each Share specified in the
Prospectus relating thereto. The Rights represented hereby include the
Over-Subscription Privilege for Record Date Rights Holders, as described in
the Prospectus. Each Record Date Stockholder who fully exercises all Rights
issued to him is entitled to subscribe for Shares which were not otherwise
subscribed for by others in the Primary Subscription (the "Over-Subscription
Privilege"). If enough Shares are available, all of these requests will be
honored in full. To the extent Shares are not available to honor all requests,
the available Shares will be allocated pro rata among those Record Date
Stockholders who over-subscribe based on the number of Rights originally
issued to them by the Fund.

     Stock certificates for Shares subscribed for pursuant to the Primary
Subscription will be delivered as soon as practicable after receipt of the
required completed Subscription Certificate and after full payment has been
received and cleared. Shares, however, may be issued to the Dealer Manager
pursuant to the exercise of Rights in the Primary Subscription promptly after
exercise and payment as permitted in the Subscription Agent Agreement between
the Fund and the Subscription Agent. Stock certificates for over-subscriptions
will be delivered as soon as practicable after full payment for such Shares
has been received and cleared and after all allocations have been effected.

               THE PRIMARY SUBSCRIPTION RIGHTS ARE TRANSFERABLE

     Payment must be in U.S. dollars. Only money orders or checks drawn on a
bank located in the continental United States and made payable to "Japan
Smaller Capitalization Fund, Inc." will be accepted. Please reference your
RIGHTS CARD CONTROL NUMBER on your check, money order or Notice of Guaranteed
Delivery. You may request that your bank, trust company or broker (if a member
of the New York Stock Exchange) submit a Notice of Guaranteed Delivery on your
behalf by 5:00 p.m. on the Expiration Date.

-------------------------------------------------------------------------------
        VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
            NEW YORK TIME ON THE EXPIRATION DATE: DECEMBER 16, 2005

Control No.                 Rights Represented by this Subscription Certificate

                            Maximum Shares Available

                    JAPAN SMALLER CAPITALIZATION FUND, INC.
                     SUBSCRIPTION RIGHTS FOR COMMON STOCK
          (Complete appropriate section on reverse side of this form)

     The registered holder (the "Holder") of this Subscription Certificate
named below, or assignee, is entitled to the number of Rights shown above to
subscribe for the Common Stock, $.10 par value (the "Shares"), of Japan
Smaller Capitalization Fund, Inc. (the "Fund"), in the ratio of one share of
Common Stock for each three Rights, pursuant to the Primary Subscription and
upon the terms and conditions and at the price for each share of Common Stock
specified in the Prospectus relating thereto. To subscribe for Shares the
Holder must present to ComputerShare Shareholders Services, Inc. (the
"Subscription Agent" or "ComputerShare"), prior to 5:00 p.m., New York City
time, on the Expiration Date of December 16, 2005, either: (a) a properly
completed and executed Subscription Certificate and a money order or check
drawn on a bank located in the United States and payable to "Japan Smaller
Capitalization Fund, Inc." for an amount equal to the number of Shares
subscribed for under the Primary Subscription (and, if such Holder is a Record
Date Stockholder electing to exercise the Over-Subscription Privilege, under
the Over-Subscription Privilege) multiplied by the estimated Subscription
Price; or (b) a Notice of Guaranteed Delivery guaranteeing delivery of (i) a
properly completed and executed Subscription Certificate and (ii) a money
order or check drawn on a bank located in the United States and payable to
"Japan Smaller Capitalization Fund, Inc." for an amount equal to the number of
Shares subscribed for under the Primary Subscription (and, if such Holder is a
Record Date Stockholder electing to exercise the Over-Subscription Privilege,
under the Over-Subscription Privilege) multiplied by the estimated
Subscription Price (which certificate and full payment must then be delivered
by the close of business on the third Business Day after the Expiration Date).
Under the Over-Subscription Privilege, as described in the Prospectus, any
number of additional Shares may be purchased by a Record Date Stockholder if
such Shares are available and the owner's Rights under the Primary
Subscription have been fully exercised and the pro rata allocation
requirements have been satisfied. Any excess payment to be refunded by the
Fund to a Record Date Stockholder who is not allocated the full amount of
Shares subscribed for pursuant to the Over-Subscription Privilege will be
returned to him or her by mail by the Subscription Agent as soon as
practicable. An exercising Rights Holder will have no right to rescind a
purchase after the Subscription Agent has received payment, either by means of
a Notice of Guaranteed Delivery or a money order or check. This Subscription
Certificate may be transferred, in the same manner and with the same effect as
in the case of a negotiable instrument payable to specific persons, by duly
completing and signing the assignment on the reverse side hereof. Capitalized
terms used but not defined in this Subscription Certificate shall have the
meanings assigned to them in the Prospectus, dated [   ], 2005, relating to the
Rights. To subscribe pursuant to the Primary Subscription or the
Over-Subscription Privilege, three Rights and the estimated Subscription
Price, which is $[    ], are required for each Share. Payment of $[    ] per
Share must accompany the Subscription Certificate. See reverse side for forms.






                                      1
<PAGE>


To subscribe for your primary shares please complete line "A" on the card
below.

Example:

88 shares = 88 rights (88 rights will be AUTOMATICALLY rounded down to 87
rights, the nearest number of rights divisible by three)

87 rights divided by 3 = 29 primary shares. The maximum number of Primary
Subscription shares would be 29. Fractional shares will be dropped.

                    A.    29        x  $ _____=     $___________
                        (No. of        (Estimated    (Payment
                        shares)       Subscription     to be
                                          Price)      Remitted)

If you are not exercising in full your Primary Subscription, check box E below
and we will attempt to sell any remaining unexercised Rights.


Please note that $[   ] is an estimated price only. The Subscription Price will
be determined on December 16, 2005, the Expiration Date (unless extended) and
could be higher or lower than the Estimated Subscription Price depending on
changes in the net asset value and share price of the Common Stock.

To subscribe for any over-subscription shares please complete line "B" below.

Please Note: Only Record Date Stockholders who have exercised their Primary
Subscription in full may apply for shares pursuant to the Over-Subscription
Privilege.

Payment of Shares: Full payment for both the primary and over-subscription
shares or a Notice of Guaranteed Delivery must accompany this subscription.
Please reference your rights card control number on your check, money order or
Notice of Guaranteed Delivery.

Return Subscription Certificate by hand, first class mail or overnight courier
to: ComputerShare.
<TABLE>
<CAPTION>

        <S>                             <C>                         <C>
                By Mail:                       By Hand:             By Express Mail or Overnight Courier:
              ComputerShare                  ComputerShare                       ComputerShare
             P.O. Box 859208                   Floor 11                      161 Bay State Drive
        Braintree, MA 02185-9208        17 Battery Park Place,               Braintree, MA 02184
                                          New York, NY 10004

</TABLE>

If the aggregate estimated Subscription Price paid by a Record Date
Stockholder is insufficient to purchase, at the Estimated Subscription Price,
the number of shares of Common Stock that the holder indicates are being
subscribed for, or if a Record Date Stockholder does not specify the number of
shares of Common Stock to be purchased, then the Record Date Stockholder will
be deemed to have exercised first, the Primary Subscription (if not already
fully exercised) and second, the Over-Subscription Privilege to purchase
shares of Common Stock to the full extent of the payment rendered. If the
aggregate Estimated Subscription Price paid by a Record Date Stockholder
exceeds the amount necessary to purchase the number of shares of Common Stock
for which the Record Date Stockholder has indicated an intention to subscribe,
then the Record Date Stockholder will be deemed to have exercised first, the
Primary Subscription (if not already fully exercised) and second, the
Over-Subscription Privilege to the full extent of the excess payment tendered.

              Expiration Date (December 16, 2005 unless extended)
<TABLE>
<CAPTION>

                   ----------------------------------------------------
                   PLEASE FILL IN ALL APPLICABLE INFORMATION
                   ----------------------------------------------------

<S>                                     <C>                 <C>              <C>             <C>
A.        Primary        ________   /   3   =  ________     x  $ __________   =   $  ______  D.      The following broker-dealer is
       Subscription      (Rights               (No. of           (Estimated                          being designated as having been
        (3 Rights = 1    Exercised)            Shares)          Subscription                         been instrumental in the
           Share)                                                  Price)                            exercise of this Subscription
                                                                                                     Right:
                                                                                               [ ]   UBS Securities LLC
                                                                                               [ ]   ______________________________
                                                                                                     Representative
B.   Over-Subscription                         ________     x  $ __________   =   $  ______          Name:           ______________
          Privilege                            (No. of           (Estimatd
                                               Shares)         Subscription
                                                                   Price)
                                                                                             E.      Sell any remaining Rights [  ]
                                                                                             F.      Sell all of my Rights     [  ]
C.   Amount of Check Enclosed (A + B)                                         =  $  _______
     (or amount in Notice of Guaranteed
     Delivery)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

<S>                                                                         <C>
SECTION 1. TO SUBSCRIBE: I hereby irrevocably subscribe for the number      SECTION 2. TO TRANSFER RIGHTS (except pursuant to E
of shares of Common Stock indicated as the total of A and B hereon upon     or F above):  For value received, __________ of the
the terms and conditions specified in the Prospectus relating thereto,      Rights represented by this Subscription Certificate
receipt of which is acknowledged.  I hereby agree that if I fail to pay     are assigned to:
for the shares of Common Stock for which I have subscribed (or are deemed
to have subscribed for as set forth above), the Fund may exercise           _______________________________________________________
any of the remedies set forth in the Prospectus.                           (Print Full Name of Assignee      Social Security Number


TO SELL:  If I have checked  either the box on line E or line F,
I authorize the sale of Rights by the Subscription Agent according          _______________________________________________________
to the procedures described in the Prospectus.                              (Print Full Address)             Social Security Number


________________________________________________________________________    _______________________________________________________
                                                                           (Print Full Address)

________________________________________________________________________
Signature(s) of Subscriber(s)/Seller(s)

________________________________________________________________________    _______________________________________________________

________________________________________________________________________    _______________________________________________________
                                                                            (Signature(s) of Assignor(s)



                                                2

<PAGE>

Address for delivery of shares if other than shown on front                 IMPORTANT:  The signature(s) must correspond in
                                                                            every particular, without alteration, with the
If permanent change of address, check here [  ]                             name(s) as printed on your Subscription
                                                                            Certificate.
Please give your telehone number:      ( ) _____________________            Your Signature must be guaranteed by an Eligible
                                                                            Guarantor Institution as that term is defined
Please give your e-mail address:   _____________________________            under Rule 17Ad-15 of the Securities Exchange Act
                                                                            of 1934, which may include:
                                                                            a) a commercial bank or trust company, or
                                                                            b) a member firm of a domestic stock exchange, or
                                                                            c) a savings bank or credit union.
                                                                            Signature
                                                                            Guaranteed   ______________________________________
                                                                            By           (name of Bank or Firm)

                                                                                         ______________________________________
                                                                                         (Signature of Officer and Title)


</TABLE>




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