N-CSR 1 efc17-289_ncsr.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number: 811-05992

JAPAN SMALLER CAPITALIZATION FUND, INC.
(Exact name of Registrant as specified in charter)

Worldwide Plaza
309 West 49th Street
New York, NY 10019
(Address of Principal Executive Offices)

Nomura Asset Management U.S.A. Inc.
Worldwide Plaza
309 West 49th Street
New York, NY 10019
(Name and Address of Agent for Service)

Registrant’s telephone number, including area code: (800) 833-0018
 
 
Date of fiscal year end:
February 28, 2017
 
 
Date of reporting period:
February 28, 2017
 
 



ITEM 1.  REPORT TO SHAREHOLDERS
 
JAPAN SMALLER CAPITALIZATION FUND, INC.
April 21, 2017
To Our Shareholders:
We present the Annual Report of Japan Smaller Capitalization Fund, Inc. (the "Fund") for the fiscal year ended February 28, 2017.
The net asset value per share ("NAV") of the Fund increased by 24.8% and the closing market price of the Fund (on the New York Stock Exchange) increased by 29.4% after giving effect to the reinvestment of income dividends, ordinary income distributions, and long-term capital gain distributions for the fiscal year ended February 28, 2017.  The closing market price of the Fund on February 28, 2017 was $10.60, representing a discount of 12.3% to the NAV of $12.09.  The net assets of the Fund totaled $342,513,124 on February 28, 2017.
The Russell/Nomura Small Cap™ Index, the Fund's benchmark ("Benchmark"), increased by 26.7% in United States ("U.S.") dollar terms.  During the fiscal year ended February 28, 2017, the Fund underperformed the Benchmark by 1.9% on a NAV basis.  The Tokyo Price Index (the "TOPIX"), a capitalization-weighted index of all companies listed on the First Section of the Tokyo Stock Exchange (the "TSE"), increased by 19.2% and the Nikkei Stock Average Index ("Nikkei"), a price-weighted index of the 225 leading stocks on the TSE, increased by 20.2% in U.S. dollar terms for the year ended February 28, 2017.  The Japanese yen ("Yen") appreciated by 0.8% against the U.S. dollar during the fiscal year ended February 28, 2017.
For the quarter ended February 28, 2017, the Benchmark increased by 9.4%, the TOPIX increased by 6.6%, and the Nikkei increased by 6.5% in U.S. dollar terms.  The NAV of the Fund increased by 9.9% and outperformed the Benchmark by 0.5%.  The Fund's share price increased by 11.2% during the quarter.  The Yen appreciated by 2.0% against the U.S. dollar during the quarter.
Investment Strategy
The Fund invests in undervalued stocks that offer fundamental strength and potential for improvement.  The Fund performs extensive fundamental research to identify stocks that can create shareholder value.  The Fund focuses on companies that are leaders in certain niche markets, companies with large or expanding market shares, stocks with superior shareholder distribution policies, and stocks that offer good growth prospects.  In the Japanese small cap equity market, valuation anomalies do exist and can be exploited through active management.  There are a number of factors that the Fund considers when selling an investment, including a stock which appears fully valued, unexpected deterioration in earnings or a substantial loss that impairs the company's net assets, and a stock's diminishing potential given declining competitiveness due to a change of business environment or failure of business strategy.
Performance
In terms of the sector allocation strategy, overweight positions in the Metal Products and Chemicals sectors and an underweight position in the Services sector produced positive contributors.  Sector returns were eroded by an underweight position in the Nonferrous Metal sector and an overweight position in the Warehousing sector.

 
Relative performance was positively impacted by Start Today Co., Ltd. in the Retail Trade sector, Mory Industries Inc. in the Iron and Steel sector, and Sakai Chemical Industry Co., Ltd. in the Chemicals sector.  Conversely, relative performance was negatively impacted by Toenec Corporation in the Construction sector, Nishikawa Rubber Co., Ltd. in the Other Products sector, and Kitagawa Industries Co., Ltd. in the Electric Appliances sector.
Market Review
The Benchmark increased by 25.8% and outperformed the TOPIX index, which increased by 18.3% in local currency terms, for the fiscal year ended February 28, 2017.  Excluding stocks that plummeted following the United Kingdom ("U.K") Brexit referendum in June 2016, the Japanese equity market continued to trade within a relatively narrow range until September 2016, yet equity prices rose dramatically following the election of Donald Trump in the November 2016 U.S. presidential election.
After the sell-off in global equities markets that began in December 2015, Japanese equities recovered somewhat in March 2016.  Investor sentiment improved as crude oil prices bottomed in February 2016 and other global equity markets started to rebound.
During the second quarter of 2016, Japanese equities remained within a relatively narrow range until a major sell-off in June 2016.  The outcome of the U.K.'s Brexit referendum to exit the European Union ("EU") prompted risk aversion among investors globally and triggered a global market sell-off.  While the direct impact of the U.K. Brexit referendum vote on the Japanese economy appears limited, the rapid equity market sell-off resulting from the exchange rate volatility is expected to have a negative impact on the profitability of exporters.
The ruling coalition parties' victory in Japan's upper house election fueled expectations for large-scale economic stimulus measures resulting in a market rebound in mid-July 2016 that was further reinforced when concerns about a slowdown in the U.S. economy were eased by stronger than expected employment data.  From the end of July through September 2016, Japanese equities were trading within a thin volume range.
Japanese equities rose during the fourth quarter of 2016 given expectations of new fiscal stimulus policies from the incoming U.S. administration and improved earnings from the substantial strengthening of the U.S. dollar against the Yen.  There is growing optimism of increased fiscal spending and future tax cuts in the U.S. causing long-term U.S. interest rates and the U.S. dollar to increase since mid-November 2016.  As expected, the Federal Reserve Board raised the federal funds rate following its final policy meeting of the 2016 year end.  Relatively hawkish statements from the Federal Reserve Board raised expectations for additional federal funds rate increases in 2017, which suggests a widening interest rate gap between the U.S. and Japan.  Since the beginning of 2017, Japanese equities are again trading within a relatively narrow range due to concerns over comments from the incoming U.S. President.

Outlook and Future Strategy
The progression of the global cyclical recovery trend is evidenced by indicators such as the sixth consecutive month above the growth threshold of 50 for the U.S. ISM Manufacturing Production Index.  Although the recovery in Japan's domestic consumption is still struggling to gain traction, the Fund believes that production output trends are improving in response to stronger external demand.  Falling inventory levels as well as expansionary fiscal policies in the U.S. and China should also continue to support the fundamental outlook for Japanese equities.
President Trump's first speech to the U.S. Congress in February 2017 offered no surprises and market attention quickly shifted to the possibility of a U.S. interest rate hike in March 2017.  Since the long-term interest rate in Japan is controlled by the Bank of Japan, a potential hike in U.S. interest rates could put upward pressure on the U.S. dollar against the Yen causing a wider interest rate gap.  Along with the global cyclical recovery trend, the Fund is currently more bullish about cyclical sectors in the Japanese stock market.
Nonetheless, there are potential risks to which the Japanese markets remain vulnerable.  The Office of the U.S. Trade Representative issued a trade policy agenda in March 2017 which potentially could harm the outlook for Japanese exporters, especially in the automaker industry.  The policy faces a lengthy and contentious debate in the U.S. Congress.  Delays or scaling down of policy implementation could lower market expectations, which would have a negative impact on market sentiment in the U.S. as well as Japan.  A series of national elections in the EU over the next months could also lead to turbulent investor sentiment.  France in particular is a source of risk, given the popularity of far-right National Front leader Marine Le Pen in polls ahead of the May 2017 presidential election.  In February 2017, she stated her intention to hold a referendum on EU membership, promote "smart protectionism" and impose additional taxes on foreign workers.  A Le Pen victory could trigger a short-term market shock similar to that following the UK's Brexit referendum in June 2016.
Currently, the Fund expects these political shocks to have a relatively short lived impact on the equity markets based on the resilient global economy and the likelihood of policy responses to minimize the real impact of such shocks.  Recent upward earnings revisions have kept the forward price to earnings ratio of the Japanese corporate sector at around 15, which the Fund believes is reasonable from a global comparison.
The Fund appreciates your continuing support.
Sincerely,




Yutaka Itabashi
 President


DISCLOSURES

Sources:  Nomura Asset Management U.S.A. Inc., Nomura Asset Management Co., Ltd., and Bloomberg L.P. Past performance is not indicative of future results.  There is a risk of loss.
The NAV price is adjusted for reinvestment of income dividends, ordinary income distributions, and long-term capital gain distributions.  The New York Stock Exchange's closing market price is adjusted for reinvestment of income dividends, ordinary income distributions, and long-term capital gain distributions.  The Fund's performance does not reflect sales commissions.
This material contains the current opinions of the Fund's manager, which are subject to change without notice.  This material should not be considered investment advice.  Statements concerning financial market trends are based on current market conditions, which will fluctuate.  There is no guarantee that these investment strategies will work under all market conditions, and each investor should evaluate their ability to invest for the long term.
Comparisons between changes in the Fund's net asset value or market price per share and changes in the Fund's benchmark should be considered in light of the Fund's investment policy and objective, the characteristics and quality of the Fund's investments, the size of the Fund, and variations in the Yen/U.S. dollar exchange rate.  This report is for informational purposes only.  Investment products offered are not FDIC insured, may lose value, and are not bank guaranteed.
Indices are unmanaged and cannot be invested into directly.
Certain information discussed in this report may constitute forward-looking statements within the meaning of the U.S. federal securities laws.  The Fund believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions and can give no assurance that the Fund's expectations will be achieved.  Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected.
The Russell/Nomura Small Cap™ Index represents approximately 15% of the total market capitalization of the Russell/Nomura Total Market™ Index.  It measures the performance of the smallest Japanese equity securities in the Russell/Nomura Total Market™ Index.  As of February 28, 2017, there are 1,148 securities in the Russell/Nomura Small Cap™ Index.
 

SHAREHOLDERS ACCOUNT INFORMATION
Shareholders whose accounts are held in their own name may contact the Fund's registrar Computershare Trust Company, N.A., at (800) 426-5523 for information concerning their accounts.
 
PROXY VOTING
A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free 1‑800‑833-0018; and (2) on the website of the Securities and Exchange Commission ("SEC") at http://www.sec.gov.  Information about how the Fund voted proxies relating to securities held in the Fund's portfolio during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling toll-free 1‑800‑833-0018; and (2) on the SEC's web site at http://www.sec.gov.

Additional information about the Fund's Board of Directors is available (1) without charge, upon request, by calling toll-free 1‑800‑833-0018; and (2) on the website of the SEC at http://www.sec.gov in the Fund's most recent proxy statement filing.
 
 
AVAILABILITY OF QUARTERLY SCHEDULE OF INVESTMENTS
The Fund files a schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Fund's Forms N-Q are available on the SEC's web site at http://www.sec.gov.  The Fund's Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1‑800‑SEC-0330.

FUND CERTIFICATION
In December 2016, the Fund filed its Principal Executive Officer Certification with the New York Stock Exchange pursuant to Section 303A.12(a) of the New York Stock Exchange Corporate Governance Listing Standards.
The Fund's Principal Executive Officer and Principal Financial Officer Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 were filed with the Fund's Form N-CSR and are available on the SEC's web site at http://www.sec.gov.

SHARE REPURCHASES

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that from time to time the Fund may repurchase shares of its common stock in the open market.
 

INTERNET WEBSITE
Nomura Asset Management U.S.A. Inc. has established an Internet website which highlights its history, investment philosophy and process and products, which include the Fund.
The Internet web address is http://funds.nomura-asset.com

 

JAPAN SMALLER CAPITALIZATION FUND, INC.
FUND HIGHLIGHTS — FEBRUARY 28, 2017 (Unaudited)
 
KEY STATISTICS
 
Net Assets 
 
$
342,513,124
   
Net Asset Value per Share 
 
$
12.09
   
Closing Market Price 
 
$
10.60
   
Percentage Change in Net Asset Value per Share*+ 
   
24.8
%
 
Percentage Change in Market Price*+ 
   
29.4
%
 

MARKET INDICES
Percentage change in market indices:*
 
YEN
U.S.$
Russell/Nomura Small Cap™ Index 
25.8%
26.7%
Tokyo Price Index 
18.3%
19.2%
Nikkei Stock Average Index 
19.3%
20.2%

*From March 1, 2016 through February 28, 2017.
+Reflects the percentage change in share price adjusted for reinvestment of income dividends, ordinary income distributions, and long-term capital gain distributions.
INDUSTRY DIVERSIFICATION
 
% of
Net Assets
 
% of
Net Assets
Wholesale Trade 
14.0
Information and Communication
3.9
Chemicals 
12.8
Real Estate 
3.7
Retail Trade 
10.9
Other Products 
3.3
Machinery 
7.2
Banks 
2.7
Transportation and Warehousing
6.3
Textiles and Apparel 
2.7
Iron and Steel 
6.3
Financing Business 
1.7
Electric Appliances 
5.4
Transportation Equipment 
1.6
Construction 
5.4
Utilities 
1.4
Metal Products 
4.7
Precision Instruments 
0.6
Services 
4.4
Food 
0.1

TEN LARGEST EQUITY HOLDINGS BY FAIR VALUE
Security
 
Fair
Value
   
% of
Net Assets
 
Sakai Chemical Industry Co., Ltd. 
 
$
9,676,277
     
2.8
 
Ryoden Trading Company, Ltd. 
   
8,203,204
     
2.4
 
Toenec Corporation 
   
7,877,821
     
2.3
 
Japan Transcity Corporation 
   
7,618,579
     
2.2
 
Oiles Corporation
   
7,315,639
     
2.1
 
SIIX Corporation 
   
7,270,031
     
2.1
 
C. Uyemura & Co., Ltd.
   
7,101,237
     
2.1
 
Osaka Steel Co., Ltd 
   
7,060,380
     
2.1
 
Matsuda Sangyo Co., Ltd.
   
6,974,207
     
2.0
 
Hisaka Works, Ltd.
   
6,816,292
     
2.0
 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Japan Smaller Capitalization Fund, Inc. (the "Fund") as of February 28, 2017, the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended.  These financial statements and financial highlights are the responsibility of the Fund's management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.  The financial highlights for the years ended February 28, 2014 and 2013 were audited by other auditors.  Those auditors expressed an unqualified opinion on those financial statements and financial highlights in their reported dated April 24, 2014.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  Our procedures included confirmation of securities owned as of February 28, 2017, by correspondence with the custodian and brokers.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Japan Smaller Capitalization Fund, Inc. as of February 28, 2017 and the results of its operations, the changes in net assets, and the financial highlights for each of the respective periods referred to in conformity with accounting principles generally accepted in the United States of America.

/s/ RSM US LLP
Boston, Massachusetts
April 21, 2017
 

JAPAN SMALLER CAPITALIZATION FUND, INC.
SCHEDULE OF INVESTMENTS*
FEBRUARY 28, 2017
 
 
 
 
Shares
   
Cost
   
Fair
Value
   
% of
Net
Assets
 
JAPANESE EQUITY SECURITIES
                       
Banks
                       
The Akita Bank, Ltd. 
   
1,044,000
   
$
2,904,915
   
$
3,335,136
     
1.0
 
General banking services
                               
The Bank of Saga Ltd. 
   
449,000
     
998,529
     
1,262,080
     
0.3
 
General banking services
                               
The Taiko Bank, Ltd. 
   
1,092,000
     
2,167,022
     
2,367,876
     
0.7
 
General banking services
                               
The Yamanashi Chuo Bank, Ltd. 
   
504,000
     
2,233,283
     
2,392,611
     
0.7
 
General banking services
                               
Total Banks 
           
8,303,749
     
9,357,703
     
2.7
 
Chemicals
                               
C. Uyemura & Co., Ltd. 
   
138,400
     
6,292,584
     
7,101,237
     
2.1
 
Plating chemicals
                               
Fujikura Kasei Co., Ltd. 
   
731,800
     
3,487,323
     
4,388,253
     
1.3
 
Specialty coating materials and fine chemicals
                               
Fuso Chemical Co., Ltd. 
   
10,500
     
131,460
     
293,736
     
0.1
 
Manufactures fruit acids, electronic and functional chemical products
                               
Koatsu Gas Kogyo Co., Ltd. 
   
460,900
     
2,612,150
     
3,047,579
     
0.9
 
High-pressured gases and chemicals
                               
Sakai Chemical Industry Co., Ltd. 
   
2,588,000
     
8,043,185
     
9,676,277
     
2.8
 
Manufactures components for cosmetics and pharmaceuticals
                               
Sekisui Jushi Corporation 
   
249,700
     
3,390,258
     
4,119,888
     
1.2
 
Manufactures plastics and other resin materials
                               
Shikoku Chemicals Corporation 
   
68,000
     
548,966
     
714,193
     
0.2
 
Manufactures chemical products
                               
Soken Chemical & Engineering Co., Ltd.
   
103,300
     
1,045,337
     
1,437,987
     
0.4
 
Manufactures chemical products
                               
Takiron Co., Ltd. 
   
472,000
     
2,036,360
     
2,299,665
     
0.7
 
Manufactures resin and composite products
                               
Tenma Corporation 
   
230,700
     
3,158,606
     
4,339,585
     
1.3
 
Manufactures synthetic resin products
                               
Teraoka Seisakusho Co., Ltd. 
   
395,700
     
1,601,071
     
1,458,297
     
0.4
 
Manufactures various adhesive tapes
                               
T&K Toka Co., Ltd. 
   
132,600
     
1,223,410
     
1,289,734
     
0.4
 
Manufactures specialized inks for printing applications
                               
Yushiro Chemical Industry Co., Ltd. 
   
140,800
     
1,645,149
     
1,816,774
     
0.5
 
Manufactures metalworking fluids
                               
Zeon Corporation 
   
161,000
     
1,406,135
     
1,772,846
     
0.5
 
Manufactures synthetic resin products
                               
Total Chemicals 
           
36,621,994
     
43,756,051
     
12.8
 
 
 
 
See notes to financial statements

JAPAN SMALLER CAPITALIZATION FUND, INC.
SCHEDULE OF INVESTMENTS* — (Continued)
FEBRUARY 28, 2017
 
 
 
 
Shares
   
Cost
   
Fair
Value
   
% of
Net
Assets
 
Construction
                       
Daiichi Kensetsu Corporation 
   
21,600
   
$
230,297
   
$
243,245
     
0.1
 
Construction and real estate businesses
                               
Mirai Industry Co., Ltd. 
   
35,700
     
499,333
     
500,147
     
0.1
 
Manufactures electrical installation materials
                               
MIRAIT Holdings Corporation 
   
650,800
     
5,643,788
     
6,480,996
     
1.9
 
Construction of electrical and telecommunication facilities
                               
Taihei Dengyo Kaisha, Ltd. 
   
230,000
     
1,862,802
     
2,237,095
     
0.7
 
Construction of thermal and nuclear plant facilities
                               
Toenec Corporation 
   
1,644,000
     
9,119,263
     
7,877,821
     
2.3
 
Construction of comprehensive building facilities
                               
Yondenko Corporation 
   
266,000
     
947,583
     
1,034,899
     
0.3
 
Construction of electrical distribution systems
                               
Total Construction 
           
18,303,066
     
18,374,203
     
5.4
 
Electric Appliances
                               
Espec Corp 
   
278,100
     
2,377,962
     
3,506,494
     
1.0
 
Manufactures environmental testing products
                               
Hitachi Maxell, Ltd. 
   
82,300
     
1,352,764
     
1,611,263
     
0.5
 
Manufactures media devices, batteries and electrical appliances
                               
Kitagawa Industries Co., Ltd. 
   
353,500
     
3,731,705
     
3,391,001
     
1.0
 
Manufactures various industrial and consumer products
                               
Koito Manufacturing Co., Ltd. 
   
61,500
     
1,532,679
     
3,177,486
     
0.9
 
Manufactures lighting equipment
                               
Kyowa Electronic Instruments Co., Ltd.
   
3,200
     
10,654
     
12,650
     
0.0
 
Manufactures electrical measuring instruments
                               
Nichicon Corporation 
   
403,600
     
3,106,633
     
3,893,201
     
1.1
 
Manufactures capacitors and transformers
                               
Nihon Kohden Corporation 
   
82,600
     
1,713,182
     
1,812,461
     
0.5
 
Manufactures medical electronic equipment
                               
Shindengen Electric Manufacturing Co., Ltd.
   
273,000
     
1,037,429
     
1,152,269
     
0.4
 
Manufactures semiconductor products, electrical components, and power supplies
                               
Total Electric Appliances 
           
14,863,008
     
18,556,825
     
5.4
 
Financing Business
                               
Hitachi Capital Corporation 
   
85,000
     
1,847,054
     
2,202,650
     
0.6
 
General financial services
                               
Ricoh Leasing Company, Ltd. 
   
114,400
     
3,070,079
     
3,766,885
     
1.1
 
Leasing and financial services
                               
Total Financing Business 
           
4,917,133
     
5,969,535
     
1.7
 
 
 
 
See notes to financial statements

JAPAN SMALLER CAPITALIZATION FUND, INC.
SCHEDULE OF INVESTMENTS* — (Continued)
FEBRUARY 28, 2017
 
 
 
Shares
   
Cost
   
Fair
Value
   
% of
Net
Assets
 
Food
                       
Taiyo Kagaku Co., Ltd. 
   
56,100
   
$
409,096
   
$
461,555
     
0.1
 
General food manufacturer
                               
Total Food 
           
409,096
     
461,555
     
0.1
 
Information and Communication
                               
NS Solutions Corporation 
   
8,900
     
166,769
     
180,518
     
0.1
 
System consulting services and software development
                               
OBIC Co., Ltd. 
   
72,000
     
2,709,224
     
3,360,193
     
1.0
 
Computer system integration
                               
Okinawa Cellular Telephone Company 
   
168,700
     
4,382,965
     
5,464,516
     
1.6
 
Telecommunications
                               
Otsuka Corporation 
   
78,900
     
3,158,679
     
4,020,158
     
1.1
 
Computer information system developer
                               
Software Service Inc. 
   
4,400
     
161,979
     
202,597
     
0.1
 
Provides medical information systems
                               
Total Information and Communication 
           
10,579,616
     
13,227,982
     
3.9
 
Iron and Steel
                               
Chubu Steel Plate Co., Ltd. 
   
437,000
     
1,920,305
     
2,534,690
     
0.7
 
Manufactures steel-related products
                               
Mory Industries Inc. 
   
171,500
     
2,676,512
     
3,654,504
     
1.1
 
Manufactures steel tubing products
                               
Nichia Steel Works, Ltd. 
   
1,917,600
     
5,803,132
     
4,893,888
     
1.4
 
Manufactures steel-related products
                               
Nippon Seisen Co., Ltd. 
   
601,000
     
2,694,330
     
3,255,316
     
1.0
 
Manufactures stainless steel wires and metal fibers
                               
Osaka Steel Co., Ltd. 
   
374,100
     
6,740,891
     
7,060,380
     
2.1
 
Manufactures steel-related products
                               
Total Iron and Steel 
           
19,835,170
     
21,398,778
     
6.3
 
Machinery
                               
Hisaka Works, Ltd. 
   
847,800
     
7,559,916
     
6,816,292
     
2.0
 
Manufactures heat exchangers and other machinery
                               
Miura Co., Ltd. 
   
111,900
     
1,480,062
     
1,727,453
     
0.5
 
Manufactures boilers and related products
                               
Nippon Pillar Packing Co., Ltd. 
   
137,200
     
1,135,810
     
1,845,004
     
0.6
 
Manufactures mechanical seals
                               
Nissei ASB Machine Co., Ltd. 
   
4,700
     
81,920
     
101,537
     
0.0
 
Manufactures stretch blow molding machines
                               
Nissei Corporation 
   
25,200
     
224,492
     
224,870
     
0.1
 
Manufactures reducers and gears
                               
Nitto Kohki Co., Ltd. 
   
111,800
     
2,156,684
     
2,571,904
     
0.8
 
Manufactures machine tools and motor pumps
                               
 
 
See notes to financial statements
 

JAPAN SMALLER CAPITALIZATION FUND, INC.
SCHEDULE OF INVESTMENTS* — (Continued)
FEBRUARY 28, 2017 
   
Shares
   
Cost
   
Fair
Value
   
% of
Net
Assets
 
                         
Oiles Corporation     393,580     $ 6,782,677     $ 7,315,639       2.1  
Manufactures bearing equipment
                               
Sato Holdings Corporation 
   
79,900
     
1,699,729
     
1,754,642
     
0.5
 
Manufactures electronic printers and other products
                               
Shibuya Kogyo Co., Ltd. 
   
32,700
     
370,106
     
832,783
     
0.2
 
Engaged in the packing plant business
                               
Tsubakimoto Chain Co. 
   
133,000
     
1,029,956
     
1,142,899
     
0.3
 
Manufactures chains for power transmission and other transportation components
                               
Yamashin-Filter Corporation 
   
16,100
     
74,438
     
289,488
     
0.1
 
Manufactures filters
                               
Total Machinery 
           
22,595,790
     
24,622,511
     
7.2
 
Metal Products
                               
Dainichi Co., Ltd. 
   
293,900
     
2,190,234
     
1,930,223
     
0.6
 
Manufactures oil heating equipment
                               
Neturen Co., Ltd. 
   
655,800
     
4,501,489
     
5,284,321
     
1.5
 
Manufactures steel bars and induction heating equipment
                               
NHK Spring Co., Ltd. 
   
253,800
     
2,428,274
     
2,907,948
     
0.8
 
Manufactures automobile-related products
                               
Piolax, Inc. 
   
62,700
     
2,448,006
     
4,308,125
     
1.3
 
Manufactures automobile-related products
                               
Rinnai Corporation 
   
20,000
     
1,478,570
     
1,616,919
     
0.5
 
Manufactures heating appliances and components
                               
Total Metal Products 
           
13,046,573
     
16,047,536
     
4.7
 
Other Products
                               
Fuji Seal International, Inc. 
   
86,500
     
1,297,132
     
1,741,347
     
0.5
 
Packaging-related materials and machinery
                               
Nishikawa Rubber Co., Ltd. 
   
328,700
     
5,395,340
     
4,936,440
     
1.4
 
Manufactures rubber automobile parts
                               
Pigeon Corporation 
   
67,400
     
1,411,713
     
1,987,748
     
0.6
 
Manufactures baby care products
                               
The Pack Corporation 
   
101,700
     
1,976,997
     
2,790,590
     
0.8
 
Manufactures paper and chemical products
                               
Total Other Products 
           
10,081,182
     
11,456,125
     
3.3
 
Precision Instruments
                               
Nakanishi Inc. 
   
47,300
     
1,534,505
     
1,888,792
     
0.6
 
Manufactures dental instruments
                               
Total Precision Instruments 
           
1,534,505
     
1,888,792
     
0.6
 
Real Estate
                               
Daibiru Corporation 
   
295,400
     
2,516,023
     
2,696,598
     
0.8
 
Real estate leasing and building management
                               
Keihanshin Building Co., Ltd. 
   
1,061,800
     
5,914,080
     
6,187,083
     
1.8
 
Real estate leasing and building management
                               
 
See notes to financial statements
 

JAPAN SMALLER CAPITALIZATION FUND, INC.
SCHEDULE OF INVESTMENTS* — (Continued)
FEBRUARY 28, 2017 
 
Shares
   
Cost
   
Fair
Value
   
% of
Net
Assets
 
                         
Sanyo Housing Nagoya Co., Ltd.    
217,600
   
$
2,128,340
   
$
1,957,264
     
0.5
 
Designs and constructs housing
                               
Starts Corporation Inc. 
   
91,000
     
1,654,333
     
1,961,049
     
0.6
 
Construction, leasing and management of real estate
                               
Total Real Estate 
           
12,212,776
     
12,801,994
     
3.7
 
Retail Trade
                               
ABC-Mart, Inc. 
   
53,600
     
2,622,812
     
3,238,049
     
1.0
 
Retail sales of shoes
                               
AIN Holdings Inc. 
   
2,400
     
60,409
     
172,828
     
0.1
 
Operates pharmacies and drug store chains
                               
Amiyaki Tei Co., Ltd. 
   
171,000
     
5,915,642
     
6,202,784
     
1.8
 
Operates barbecue restaurant chains
                               
Arc Land Sakamoto Co., Ltd. 
   
455,300
     
4,197,697
     
5,972,346
     
1.7
 
Retail sales, wholesale, food and real estate
                               
Belc Co., Ltd. 
   
5,200
     
199,084
     
210,663
     
0.1
 
Operates retail food store chains
                               
Create SD Holdings Co., Ltd. 
   
70,800
     
910,086
     
1,632,510
     
0.5
 
Operates pharmacies and drug store chains
                               
Daikokutenbussan Co., Ltd. 
   
72,200
     
2,156,339
     
3,272,886
     
1.0
 
Operates supermarkets
                               
Heiwado Co., Ltd. 
   
2,800
     
60,406
     
67,336
     
0.0
 
Operates supermarkets
                               
Hiday Hidaka Corp. 
   
98,811
     
1,272,963
     
2,076,473
     
0.6
 
Operates restaurant chains
                               
Jin Co., Ltd. 
   
51,100
     
1,660,010
     
2,735,912
     
0.8
 
Retail sales of eyewear and fashion accessories
                               
Saint Marc Holdings Co., Ltd. 
   
55,300
     
1,385,329
     
1,702,449
     
0.5
 
Operates restaurant chains
                               
San-A Co., Ltd. 
   
25,600
     
1,168,001
     
1,176,460
     
0.3
 
Retail sales of home goods
                               
Seria Co., Ltd. 
   
33,400
     
1,053,968
     
2,634,685
     
0.8
 
Discount retail sales
                               
Start Today Co., Ltd. 
   
155,200
     
1,297,653
     
3,251,770
     
0.9
 
Operates retail E-commerce websites
                               
Sundrug Co., Ltd. 
   
4,000
     
207,981
     
263,775
     
0.1
 
Operates pharmacies and drug store chains
                               
Yaoko Co., Ltd. 
   
46,000
     
1,814,808
     
1,875,876
     
0.5
 
Operates and manages groceries and supermarkets
                               
Yossix Co., Ltd. 
   
69,300
     
1,059,691
     
828,026
     
0.2
 
Operates restaurant chains
                               
Total Retail Trade
           
27,042,879
     
37,314,828
     
10.9
 
Services
                               
EPS Holdings, Inc.    
111,100
   
$
1,282,675
   
$
1,539,627
      0.4  
Performs contract medical research services
                               
 
See notes to financial statements
 

JAPAN SMALLER CAPITALIZATION FUND, INC.
SCHEDULE OF INVESTMENTS* — (Continued)
FEBRUARY 28, 2017
   
Shares
   
Cost
   
Fair
Value
   
% of
Net
Assets
 
                         
H.I.S. Co., Ltd.
   
136,200
   
$
3,613,062
   
$
3,619,360
     
1.1
 
Engaged in the travel business
                               
IKK Inc. 
   
42,400
     
247,984
     
281,115
     
0.1
 
Provides wedding and funeral services
                               
JP-Holdings, Inc. 
   
176,300
     
969,884
     
405,884
     
0.1
 
Operates child-care centers
                               
Nihon M&A Center Inc. 
   
62,700
     
887,129
     
1,927,466
     
0.6
 
Provides merger and acquisition brokerage services
                               
Nippon Air Conditioning Services Co., Ltd.
   
209,200
     
1,115,697
     
1,239,538
     
0.3
 
Provides maintenance and management of building facilities
                               
Relia, Inc. 
   
159,500
     
1,467,399
     
1,588,382
     
0.5
 
Provides telemarketing services
                               
Septeni Holdings Co., Ltd. 
   
409,700
     
914,311
     
1,316,129
     
0.4
 
Internet advertising and media content business
                               
SHL-Japan Ltd. 
   
2,100
     
56,651
     
59,028
     
0.0
 
Provides personnel assessment services
                               
Step Co., Ltd. 
   
235,400
     
2,070,261
     
2,972,302
     
0.9
 
Operates preparatory schools
                               
Total Services 
           
12,625,053
     
14,948,831
     
4.4
 
Textiles and Apparel
                               
Hogy Medical Co., Ltd. 
   
25,000
     
1,326,101
     
1,481,283
     
0.4
 
Manufactures medical products
                               
Komatsu Seiren Co., Ltd. 
   
245,500
     
1,237,338
     
1,599,206
     
0.5
 
Manufactures synthetic fibers and textile products
                               
Seiren Co., Ltd. 
   
468,300
     
4,619,463
     
6,226,449
     
1.8
 
Manufactures synthetic fibers and textile products
                               
Total Textiles and Apparel 
           
7,182,902
     
9,306,938
     
2.7
 
Transportation and Warehousing
                               
Alps Logistics Co., Ltd. 
   
550,500
     
2,924,674
     
3,748,106
     
1.1
 
General logistics services
                               
Japan Transcity Corporation 
   
1,848,000
     
6,331,105
     
7,618,579
     
2.2
 
General logistics services
                               
Meiko Trans Co., Ltd. 
   
412,000
     
4,215,201
     
3,856,583
     
1.1
 
Marine logistics services
                               
Nissin Corporation 
   
584,000
     
1,694,704
     
1,969,857
     
0.6
 
General logistics services
                               
Trancom Co., Ltd. 
   
83,000
     
3,047,431
     
4,406,817
     
1.3
 
General logistics services
                               
Total Transportation and Warehousing
           
18,213,115
     
21,599,942
     
6.3
 
 
See notes to financial statements
 

JAPAN SMALLER CAPITALIZATION FUND, INC.
SCHEDULE OF INVESTMENTS* — (Continued)
FEBRUARY 28, 2017 

   
Shares
   
Cost
   
Fair
Value
   
% of
Net
Assets
 
Transportation Equipment
                       
Hi-Lex Corporation    
64,000
   
$
1,507,838
   
$
1,648,757
      0.5  
Manufactures control cables
                               
Nissin Kogyo Co., Ltd. 
   
164,200
     
2,760,328
     
2,926,046
     
0.8
 
Manufactures automobile components
                               
Sanoh Industrial Co., Ltd. 
   
111,700
     
691,067
     
891,088
     
0.3
 
Manufactures automobile components
                               
Total Transportation Equipment 
           
4,959,233
     
5,465,891
     
1.6
 
Utilities
                               
Keiyo Gas Co., Ltd. 
   
412,000
     
2,086,749
     
1,783,072
     
0.5
 
Produces gas and energy products
                               
The Okinawa Electric Power Company,
Incorporated 
   
136,075
     
2,103,380
     
3,148,552
     
0.9
 
Produces thermal energy products
                               
Total Utilities 
           
4,190,129
     
4,931,624
     
1.4
 
Wholesale Trade
                               
Happinet Corporation 
   
55,700
     
660,842
     
784,318
     
0.2
 
Toy products
                               
Kanaden Corporation 
   
249,200
     
1,742,495
     
2,388,264
     
0.7
 
Factory automation business
                               
Kohsoku Corporation 
   
269,500
     
2,348,863
     
2,686,222
     
0.8
 
Food and industrial packaging materials
                               
Matsuda Sangyo Co., Ltd. 
   
508,500
     
6,274,871
     
6,974,207
     
2.0
 
Precious metals, electronic materials, and food
                               
Paltac Corporation 
   
76,800
     
1,004,267
     
2,179,307
     
0.6
 
Cosmetics and daily necessities
                               
Ryoden Trading Company, Ltd. 
   
1,229,000
     
8,356,201
     
8,203,204
     
2.4
 
Purchases electronic and electrical devices
                               
Senshu Electric Co., Ltd. 
   
243,600
     
3,436,713
     
4,349,651
     
1.3
 
Electrical wires and cables
                               
Shinko Shoji Co., Ltd. 
   
379,300
     
3,507,169
     
4,389,882
     
1.3
 
Electronic components and devices
                               
SIIX Corporation 
   
190,800
     
2,815,310
     
7,270,031
     
2.1
 
Parts procurement, logistics, and manufacturing of electronics
                               
SPK Corporation 
   
25,600
     
469,678
     
587,773
     
0.2
 
Automobile components for assembly
                               
Sugimoto & Co., Ltd. 
   
301,600
     
2,875,897
     
4,287,233
     
1.3
 
Machine tools and measuring instruments
                               
Techno Associe Co., Ltd. 
   
364,300
     
3,401,840
     
3,793,674
     
1.1
 
Screws and nonferrous metal products
                               
Win-Partners Co., Ltd. 
   
18,300
     
126,762
     
159,379
     
0.0
 
Engaged in the medical equipment supply business
                               
Total Wholesale Trade 
           
37,020,908
     
48,053,145
     
14.0
 
 
 
See notes to financial statements

JAPAN SMALLER CAPITALIZATION FUND, INC.
 
SCHEDULE OF INVESTMENTS* — (Continued)
 
FEBRUARY 28, 2017
 
 
    Cost    
Fair
Value
   
% of
Net Assets
 
TOTAL JAPANESE EQUITY SECURITIES
 
$
284,537,877
   
$
339,540,789
     
99.1
 
FOREIGN CURRENCY
                       
Japanese Yen
                       
Interest bearing account
  $ 411,642     $ 416,709       0.1  
TOTAL FOREIGN CURRENCY
    411,642       416,709       0.1  
TOTAL INVESTMENTS AND FOREIGN CURRENCY
 
$
284,949,519
   
$
339,957,498
     
99.2
 
OTHER ASSETS LESS LIABILITIES, NET
           
2,555,626
     
0.8
 
NET ASSETS
         
$
342,513,124
     
100.0
 
*The description following each investment is unaudited and not covered by the Report of Independent Registered Public Accounting Firm.
Portfolio securities and foreign currency holdings were translated
at the following exchange rate as of February 28, 2017.
Japanese Yen        JPY        ¥ 112.065 = USD $1.00


JAPAN SMALLER CAPITALIZATION FUND, INC.
 
STATEMENT OF ASSETS AND LIABILITIES
 
FEBRUARY 28, 2017
 
ASSETS:
Investments in Japanese equity securities, at fair value (cost—$284,537,877)
 
$
339,540,789
 
Foreign currency, at fair value (cost—$411,642) 
   
416,709
 
Receivable for investments sold 
   
1,534,209
 
Receivable for dividends 
   
307,294
 
Prepaid expenses 
   
37,541
 
Cash and cash equivalents
    1,017,558  
Total Assets
   
342,854,100
 

LIABILITIES:
Accrued management fee
   
223,369
 
Accrued directors’ fees and expenses
   
4,634
 
Other accrued expenses
   
112,973
 
Total Liabilities
    340,976  

NET ASSETS:
Capital stock (28,333,893 shares of capital stock outstanding,
100,000,000 shares authorized, par value $0.10 each) 
   
2,833,389
 
Paid-in capital 
   
286,055,217
 
Accumulated net realized gain on investments and foreign currency transactions
   
5,687,285
 
Net unrealized appreciation on investments and foreign currency transactions
   
55,016,961
 
Accumulated net investment loss 
   
(7,079,728
)
Net Assets 
 
$
342,513,124
 
Net asset value per share 
 
$
12.09
 



JAPAN SMALLER CAPITALIZATION FUND, INC.
 
STATEMENT OF OPERATIONS
 
FOR THE YEAR ENDED FEBRUARY 28, 2017
 
INCOME:
Dividend income (net of $757,422 withholding taxes) 
 
$
6,816,799
       
Interest income 
   
2,232
       
Total Income 
         
$
6,819,031
 

EXPENSES:
Management fee 
   
2,864,575
       
Custodian fee 
   
228,679
       
Directors' fees and expenses 
   
140,503
       
Legal fees 
   
130,922
       
Other expenses 
   
203,701
       
Total Expenses
           
3,568,380
 
INVESTMENT INCOME—NET             3,250,651  

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Realized gain (loss) on investments and foreign currency transactions:
     
Net realized gain on investments 
   
14,027,703
 
Net realized loss on foreign currency transactions    
(116,869
)
Net realized gain on investments and foreign currency transactions    
13,910,834
 
Net change in unrealized appreciation on investments 
   
50,344,095
 
Net change in unrealized appreciation on foreign currency transactions and translation
   
3,981,045
 
Net realized and unrealized gain on investments and foreign currency transactions
and translation 
   
68,235,974
 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
71,486,625
 



JAPAN SMALLER CAPITALIZATION FUND, INC.
 
STATEMENTS OF CHANGES IN NET ASSETS
 
   
For the Year Ended
February 28,
2017
   
For the Year Ended
February 29,
2016
 
FROM OPERATIONS:
           
Net investment income 
 
$
3,250,651
   
$
1,637,190
 
Net realized gain on investments 
   
14,027,703
     
27,779,563
 
Net realized loss on foreign currency transactions
   
(116,869
)
   
(88,246
)
Net change in unrealized appreciation (depreciation) on investments
   
50,344,095
     
(45,368,645
)
Net change in unrealized appreciation on foreign currency transactions and translation
    3,981,045       27,358,774  
Net increase in net assets resulting from operations
   
71,486,625
     
11,318,636
 
FROM DISTRIBUTIONS TO SHAREHOLDERS:
               
Ordinary income distribution 
   
(9,809,194
)
   
(4,728,927
)
Capital gains distribution
   
(16,714,163
)    
(20,134,064
)
Decrease in net assets derived from distributions to shareholders
   
(26,523,357
)    
(24,862,991
)
NET ASSETS:
               
Beginning of year 
   
297,549,856
     
311,094,211
 
End of year (including accumulated net investment loss of $7,079,728 and $2,990,469, respectively)
 
$
342,513,124
   
$
297,549,856
 
 
 
See notes to financial statements



JAPAN SMALLER CAPITALIZATION FUND, INC.
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Japan Smaller Capitalization Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), as a non-diversified, closed-end management investment company.  The Fund was incorporated in Maryland on January 25, 1990 and investment operations commenced on March 21, 1990.  The Fund's investment objective is to seek long-term capital appreciation through investments primarily in smaller capitalization Japanese equity securities.
The accompanying financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") and are stated in United States dollars.  The Fund is an investment company that follows the accounting and reporting guidance in accordance with FASB Accounting Standards Codification Topic 946.  The following is a summary of the significant accounting and reporting policies used in preparing the financial statements.
(a) Valuation of Securities—Investments traded in the over-the-counter market are fair valued at the last reported sales price as of the close of business on the day the securities are being valued or, if none is available, at the mean of the bid and offer price at the close of business on such day or, if none is available, the last reported sales price.  Portfolio securities which are traded on stock exchanges are fair valued at the last sales price on the principal market on which securities are traded or, lacking any sales, at the last available bid price.  Securities and other assets, including futures contracts and related options, that cannot be fair valued using one of the previously mentioned methods are stated at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund.
(b) Foreign Currency Transactions—Transactions denominated in Japanese Yen ("Yen") are recorded in the Fund's records at the prevailing exchange rate at the time of the transaction.  Asset and liability accounts that are denominated in Yen are adjusted to reflect the current exchange rate at the end of the period.  Transaction gains or losses resulting from changes in the exchange rate during the reporting period or upon settlement of foreign currency transactions are included in the results of operations for the current period.
The net assets of the Fund are presented at the exchange rates and fair values on February 28, 2017.  The Fund does isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held at February 28, 2017.  Net realized gains or losses on investments include gains or losses arising from sales of portfolio securities and sales and maturities of short-term securities.  Net realized gains or losses on foreign currency transactions arise from sales of foreign currencies, currency gains or losses realized on securities transactions between trade and settlement date, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid.
(c) Security Transactions, Investment Income and Distributions to Shareholders—Security transactions are accounted for on the trade date.  Dividend income and distributions are recorded on the ex-dividend dates and interest income is recorded on the accrual basis.  Realized gains and losses on the sale of investments are calculated on the first in, first out basis.
 

JAPAN SMALLER CAPITALIZATION FUND, INC.
NOTES TO FINANCIAL STATEMENTS
 
Distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP.  To the extent these "book/tax" differences are permanent in nature (i.e., that they result from other than timing of recognition—"temporary"), such accounts are reclassified within the capital accounts based on their Federal tax-basis treatment; temporary differences do not require reclassification.  Dividends and distributions which exceed net realized capital gains for financial reporting purposes, but not for tax purposes, are reported as distributions in excess of net realized capital gains.
Pursuant to a securities lending agreement with Brown Brothers Harriman & Co., the Fund may lend securities to qualified institutions.  It is the Fund's policy that, at origination, all loans shall be secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned.  It is the Fund's policy that collateral equivalent to at least 100% of the fair value of securities on loan must be maintained at all times (when applicable).  Collateral is provided in the form of cash, which would be invested in certain money market funds.  The Fund is entitled to receive all income on securities loaned, in addition to a portion of the income earned as a result of the lending transaction.  Although each security loan is fully collateralized, there are certain risks.  On November 21, 2008, the Fund suspended its participation in the securities lending program.  The Fund may resume its participation in the future.  During the fiscal year ended February 28, 2017, the Fund did not earn any fees from lending fund portfolio securities, pursuant to the securities lending agreement.
(d) Capital Account Reclassification—For the fiscal year ended February 28, 2017, the Fund's accumulated net investment loss was decreased by $2,469,284 and the accumulated net realized gain on investments and foreign currency transactions was decreased by $2,469,284.  These adjustments were primarily due to the result of the reclassification of foreign currency losses and the tax treatment of passive foreign investment companies.  These adjustments had no impact on net assets.
(e) Income Taxes—A provision for U.S. income taxes has not been made since it is the intention of the Fund to continue to qualify as a regulated investment company under the Internal Revenue Code and to distribute within the allowable time limit all taxable income to its shareholders.
Under Japanese tax laws, a withholding tax is imposed on dividends at a rate of 15.315% and such withholding taxes are reflected as a reduction of the related revenue.  The withholding tax rate of 15.315% was reduced to 10% upon the submission of Form 17 Limitation on Benefits Article.  There is no withholding tax on realized gains.
In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund's tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years), and has concluded that no provision for income tax is required in the Fund's financial statements.  The Fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the statement of operations.  During the current year and for the prior three tax years, the Fund did not incur any interest or penalties.
 

JAPAN SMALLER CAPITALIZATION FUND, INC.
NOTES TO FINANCIAL STATEMENTS
 
(f) Use of Estimates in Financial Statement Preparation—The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements.  Actual results could differ from these estimates.
(g) Concentration of Risk — A significant portion of the Fund's net assets consists of Japanese securities which involve certain considerations and risks not typically associated with investments in the U.S. In addition to the smaller size, and greater volatility, there is often substantially less publicly available information about Japanese issuers than there is about U.S. issuers.  Future economic and political developments in Japan could adversely affect the value of securities in which the Fund is invested.  Further, the Fund may be exposed to currency devaluation and other exchange rate fluctuations.
(h) Indemnifications — Under the Fund's organizational documents, its officers and directors are indemnified against certain liabilities arising from the performance of their duties to the Fund.  Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications.  The Fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.  However, based on experience, the Fund expects the risk of loss to be remote and as such no additional accruals were recorded on the Statement of Assets and Liabilities.
2. Management Agreement and Transactions With Affiliated Persons
Nomura Asset Management U.S.A. Inc. ("NAM-USA" or the "Manager") acts as the Manager of the Fund pursuant to a management agreement.  Under the management agreement, the Manager provides all office space, facilities and personnel necessary to perform its duties.  Pursuant to such management agreement, the Manager has retained its parent company, Nomura Asset Management Co., Ltd. ("NAM"), as Investment Adviser to the Fund.
As compensation for its services to the Fund, the Manager receives a monthly fee at the annual rate of 1.10% of the value of the Fund's average weekly net assets not in excess of $50 million, 1.00% of the Fund's average weekly net assets in excess of $50 million but not exceeding $100 million, 0.90% of the Fund's average weekly net assets in excess of $100 million but not exceeding $175 million, 0.80% of the Fund's average weekly net assets in excess of $175 million but not exceeding $250 million, 0.70% of the Fund's average weekly net assets in excess of $250 million but not exceeding $325 million, 0.60% of the Fund's average weekly net assets in excess of $325 million but not exceeding $425 million and 0.50% of the Fund's average weekly net assets in excess of $425 million.  Under the management agreement, the Fund incurred fees to the Manager of $2,864,575 for the fiscal year ended February 28, 2017.  Under the investment advisory agreement, NAM earned investment advisory fees of $1,268,253 from the Manager, not the Fund, for the fiscal year ended February 28, 2017.  At February 28, 2017, the management fee payable to the Manager by the Fund was $223,369.
 

JAPAN SMALLER CAPITALIZATION FUND, INC.
NOTES TO FINANCIAL STATEMENTS
Certain officers and/or directors of the Fund are officers and/or directors of the Manager.  Affiliates of Nomura Holdings, Inc. (the Manager's indirect parent) did not earn any fees in commissions on the execution of portfolio security transactions for the year ended February 28, 2017.  The Fund pays each Director not affiliated with the Manager an annual fee of $17,000 plus $2,000 per meeting attended.  In addition, the Fund pays each Director not affiliated with the Manager $1,000 per telephone meeting attended together with actual expenses related to attendance at meetings.  The Chairman of the Board, presently Rodney A. Buck, is paid an additional annual fee of $5,000.  The Chairman of the Audit Committee, presently David B. Chemidlin, is paid an additional annual fee of $2,000.  Such fees and expenses for unaffiliated Directors aggregated $140,503 for the fiscal year ended February 28, 2017.
3. Purchases and Sales of Investments
Purchases and sales of investments, exclusive of foreign currency and investments in short-term securities, for the fiscal year ended February 28, 2017 were $63,937,842 and $88,023,498, respectively.
4. Federal Income Tax
As of February 28, 2017, net unrealized appreciation on investments, exclusive of foreign currency, for federal income tax purposes was $46,803,331, of which $52,682,063 related to appreciated securities and $5,878,732 related to depreciated securities.  The cost of investments, exclusive of foreign currency of $411,642, at February 28, 2017 for federal income tax purposes was $292,737,458.
At February 28, 2017, the components of accumulated earnings on a tax basis were as follows:
Unrealized appreciation on investments and foreign currency transactions
 
$
46,817,380
(a)
Undistributed long-term capital gains
   
5,500,899
 
Undistributed ordinary income
   
1,306,239
 
Total accumulated earnings
 
$
53,624,518
 

(a) The differences between book basis and tax basis unrealized depreciation is attributable to the tax deferral of losses on wash sales and the tax treatment of passive foreign investment companies.
The Fund paid an ordinary income distribution of $11,418,559, which represents $0.4030 per share and a long-term capital gains distributions of $15,104,798, which represents $0.5331 per share to shareholders of record as of December 19, 2016.  The distribution was paid on December 23, 2016.
The Fund paid an ordinary income distribution of $8,777,840, which represents $0.3098 per share and a long-term capital gains distribution of $16,085,151, which represents $0.5677 per share to shareholders of record as of December 21, 2015.  The distribution was paid on December 28, 2015.
 

JAPAN SMALLER CAPITALIZATION FUND, INC.
NOTES TO FINANCIAL STATEMENTS
The tax character of distributions paid during the fiscal years ended February 28, 2017 and February 29, 2016 were as follows:
   
February-17
   
February-16
 
Ordinary Income
 
$
11,418,559
   
$
8,777,840
 
Capital Gains
 
$
15,104,798
   
$
16,085,151
 

5. Fair Value Measurements
In accordance with U.S. GAAP, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date.  U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability.  Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability.  Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund.  Unobservable inputs reflect the Fund's own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.  The three-tier hierarchy of inputs is summarized below.
·
Level 1—quoted prices in active markets for identical investments
·
Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
·
Level 3—significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

JAPAN SMALLER CAPITALIZATION FUND, INC.
NOTES TO FINANCIAL STATEMENTS

The following table summarizes the valuation of the Fund's investments by the above fair value hierarchy levels as of February 28, 2017.
Level
 
Investments in Securities
 
Level 1
     
Equity Securities* 
 
$
339,540,789
 
Level 2 
   
-0-
 
Level 3    
-0-
 
Total
 
$
339,540,789
 

*Please refer to the Schedule of Investments for a breakdown of the valuation by industry type.
During the fiscal year ended February 28, 2017, there were no transfers between Level 1, Level 2, or Level 3 securities.
During the fiscal year ended February 28, 2017, the Fund did not hold any instrument which used significant unobservable inputs (Level 3) in determining fair value.


 
JAPAN SMALLER CAPITALIZATION FUND, INC.
FINANCIAL HIGHLIGHTS
For a share of common stock outstanding throughout each year:
   
For the Year Ended
 
   
February 28,
   
February 29,
   
February 28,
 
   
2017
   
2016
   
2015
   
2014
   
2013
 
Net asset value, beginning of year
 
$
10.50
   
$
10.98
   
$
9.85
   
$
8.83
   
$
8.85
 
Investment operations:
                                       
Net investment income* 
   
0.12
     
0.06
     
0.06
     
0.05
     
0.07
 
Net realized and unrealized gain (loss) on investments and foreign currency
   
2.41
     
0.34
     
1.20
     
1.17
     
(0.01
)
Total from investment operations
   
2.53
     
0.40
     
1.26
     
1.22
     
0.06
 
Less Distributions:
                                       
Distributions from ordinary income
   
(0.35
)
   
(0.17
)
   
(0.12
)
   
(0.20
)
   
(0.08
)
Distributions from capital gains
   
(0.59
)
   
(0.71
)
   
(0.01
)
   
     
 
Total from distributions 
   
(0.94
)
   
(0.88
)
   
(0.13
)
   
(0.20
)
   
(0.08
)
Net asset value, end of year
 
$
12.09
   
$
10.50
   
$
10.98
   
$
9.85
   
$
8.83
 
Market value, end of year 
 
$
10.60
   
$
8.98
   
$
9.69
   
$
8.84
   
$
8.00
 
Total investment return** 
   
29.4
%
   
0.7
%
   
11.2
%
   
13.0
%
   
3.4
%
Ratio/Supplemental Data:
                                       
Net assets, end of year (000) 
 
$
342,513
   
$
297,550
   
$
311,094
   
$
278,994
   
$
250,273
 
Ratio of expenses to average net assets
   
1.09
%
   
1.11
%
   
1.13
%
   
1.19
%
   
1.19
%
Ratio of net income to average net assets
   
0.99
%
   
0.50
%
   
0.62
%
   
0.53
%
   
0.86
%
Portfolio turnover rate 
   
20
%
   
24
%
   
41
%
   
101
%
   
37
%


* Based on average shares outstanding.
** Based on market value per share, adjusted for reinvestment of income dividends, ordinary income distributions, long-term capital gain distributions, and capital share transactions.  Total return does not reflect sales commissions.

JAPAN SMALLER CAPITALIZATION FUND, INC.
SUPPLEMENTAL SHAREHOLDER INFORMATION (Unaudited)
The 2016 Annual Meeting of the Shareholders of the Fund was held at the offices of NAM-USA at Worldwide Plaza, 309 West 49th Street, New York, New York on November 17, 2016.  The purpose of the meeting was (1) to elect two Class I Directors to serve for a term to expire in 2019 and (2) to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
At the meeting, E. Han Kim and Marcia L. MacHarg were re-elected to serve as directors of the Fund for a term expiring in 2019 and until their successors are duly elected and qualify.  The results of the voting at the Annual Meeting were as follows:
1.  To elect two Class I Directors:
   
Shares Voted For
   
% of Outstanding Shares
   
Shares Voted Withhold Authority
   
% of Outstanding Shares
   
Shares Abstained
   
Broker Non-Vote
 
E.  Han Kim
   
25,228,592
     
89.04%
 
   
998,832
     
3.53%
 
   
-
     
-
 
Marcia L. MacHarg
   
25,249,875
     
89.12%
 
   
977,549
     
3.45%
 
   
-
     
-
 

INDEPENDENT DIRECTORS
Biographical and other information relating to the non-interested Directors of the Fund is set out below.
Name and Age
 
Position(s) Held with the Fund
 
Term of Office and Length of Time Served
 
Principal Occupation(s)
 During Past Five Years
 
Number of Funds in the Fund Complex Overseen by Director*
 
Other Public Directorships Held by Director
Rodney A. Buck (69)
 
Class III Director and Chairman of the Board
 
Director since 2006; Chairman of the Board since 2010.
 
Owner, Buck Capital Management (private investment management firm) since 2005; Chairman of the Dartmouth-Hitchcock Health Care Investment Committee since 2011.
 
Two registered investment companies consisting of two portfolios
 
None
E.  Han Kim (70)
 
Class I Director
 
Director since 2010.
 
Everett E. Berg Professor of Business Administration and Director of Mitsui Financial Research Center at Ross Business School, University of Michigan since 1980; Advisor to CEO of Taubman Asia since 2009 to July 2016; Non-executive Chair of the Board of Korea Telecom (KT) from 2009-2014.
 
Two registered investment companies consisting of two portfolios
 
None
David B. Chemidlin (60)
 
Class III Director and Chairman of the Audit Committee
 
Director and Chairman of the Audit Committee since 2006.
 
Owner of AbidesWorks LLC since November 2016; Corporate Controller, Advance Magazine Publishers, Inc. (d/b/a Conde Nast) from 1995 to October 2016.
 
Two registered investment companies consisting of two portfolios
 
None
Marcia L. MacHarg (68)
 
Class I Director
 
Director since 2013.
 
Partner, Debevoise & Plimpton LLP, 1987-2012; Of Counsel, Debevoise & Plimpton LLP since 2013; Trustee, Board of Trustees of Smith College since 2014 and Chair of the Audit Committee since July 2016; Member of the Executive Committee of the Friends of Smith College Libraries from 2013 to 2015.
 
Two registered investment companies consisting of two portfolios
 
None

 

JAPAN SMALLER CAPITALIZATION FUND, INC.
SUPPLEMENTAL SHAREHOLDER INFORMATION (Unaudited)
___________
*
In addition to the Fund, the "Fund Complex" includes Korea Equity Fund, Inc.
INTERESTED DIRECTOR
Biographical and other information relating to the Director who is an "interested person," as defined in the Investment Company Act, of the Fund is set out below:
Name and Age
 
Position(s) Held with the Fund
 
Term of Office and Length of Time Served
 
Principal Occupation(s)
During Past Five Years
 
Number of Funds in
 the Fund Complex* Overseen by
 the Director **
 
Other Public Directorships Held by Director
Yutaka Itabashi (51)*
 
President and Class II Director
 
President and Director since 2013
 
Senior Managing Director of NAM since 2015; President and Chief Executive Officer of NAM-USA and President of Nomura Global Alpha LLC ("NGA") since 2013; Managing Director of NAM from 2012 to 2013; Senior Managing Director of Nomura Funds Research and Technologies Co., Ltd. from 2009 to 2012.
 
Two registered investment companies consisting of two portfolios
 
None


*
Mr. Itabashi is an "interested person," of the Fund based on his positions with NAM-USA and NAM.  Mr. Itabashi is also a director of Korea Equity Fund, Inc., for which NAM-USA acts as Manager and for which NAM acts as Investment Adviser.
**
In addition to the Fund, the "Fund Complex" includes Korea Equity Fund, Inc.
Committees and Directors' Meetings.  The Board of Directors has a standing Audit Committee, a standing Nominating Committee, and a standing Governance and Compliance Committee, each of which consists of the Directors who are not "interested persons" of the Fund within the meaning of the Investment Company Act and are "independent" as defined in the New York Stock Exchange listing standards.  Currently, Rodney A. Buck, David B. Chemidlin, E. Han Kim and Marcia L. MacHarg are members of these Committees.  The Fund has no standing Compensation Committee.
During the fiscal year ended February 28, 2017, the Board of Directors (or the Independent Directors of the Fund meeting as a group) held seven meetings, the Audit Committee held two meetings and the Nominating Committee held one meeting.  The Governance and Compliance Committee met as part of each quarterly meeting of the Board of Directors.  Each incumbent director attended at least 75% of the aggregate number of meetings of the Board of Directors held during the period for which they served and, if a member, of the aggregate number of meetings of the Audit and Nominating Committees held during the period for which they served.

JAPAN SMALLER CAPITALIZATION FUND, INC.
SUPPLEMENTAL SHAREHOLDER INFORMATION (Unaudited)

Officers of the Fund.  Officers of the Fund are elected and appointed by the Directors and hold office until they resign, are removed or are otherwise disqualified to serve.  Certain biographical and other information relating to the officers of the Fund is set out below:

Name, Address* and
Age of Officers
 
Position(s) Held
with the Fund
 
Term of Office** and
Length of Time Served
 
Principal Occupation(s) or
Employment During Past Five Years
Yutaka Itabashi (51)
 
President and Director
 
President and Director since 2013
 
Senior Managing Director of NAM since 2015; President and Chief Executive Officer of NAM-USA and President of NGA since 2013; Managing Director of NAM from 2012 to 2013; Senior Managing Director of Nomura Funds Research and Technologies Co., Ltd. from 2009 to 2012.
Takeshi Toyoshima (50)
 
Vice President
 
Vice President since August 2016
 
Chief Administrative Officer of NAM-USA since August 2016; Head of Client Services and Marketing of NAM-USA from 2015 to August 2016; Senior Portfolio Manager of NAM from 2008 to 2015.
Maria R. Premole (54)
 
Vice President
 
Vice President since 2013
 
Vice President and Head of Retail Product Management of NAM-USA since 2013; Associate of NAM-USA from 2008 to 2013.
Neil Daniele (56)
 
Secretary and Chief Compliance Officer
 
Secretary since 2002; Chief Compliance Officer since 2005
 
Chief Compliance Officer of NAM-USA since 2005 and Managing Director of NAM-USA since 2007; Chief Compliance Officer of NGA since 2008; Chief Compliance Officer of Nomura Corporate Research and Asset Management Inc. and Nomura Funds Research and Technologies America, Inc. since 2009; Corporate Secretary of NAM-USA and NGA since 2013.
Amy J. Marose (39)
 
Treasurer
 
Treasurer since 2013; Assistant Treasurer from 2011 to 2013
 
Executive Director of NAM-USA since 2015; Controller and Treasurer of NAM-USA and Treasurer of NGA since 2013; Vice President of NAM-USA from 2009 to 2015.
Kelly S. Lee (34)
 
Assistant Treasurer
 
Assistant Treasurer since 2015
 
Vice President of NAM-USA since 2015; Fund Controller at JP Morgan Chase & Co. from 2014 to 2015; Financial Services Senior at Ernst & Young LLP from 2010 to 2014.


* The address of each officer listed above is Worldwide Plaza, 309 West 49th Street, New York, New York 10019.
** Elected by and serves at the pleasure of the Board of Directors.


JAPAN SMALLER CAPITALIZATION FUND, INC.
SUPPLEMENTAL SHAREHOLDER INFORMATION (Unaudited)
TAX INFORMATION (Unaudited)
We are required by subchapter M of the Internal Revenue Code of 1986, as amended, to advise you within 60 days of the Fund's fiscal year ended February 28, 2017 as to the federal tax status of distributions received by shareholders during such fiscal year.  Accordingly, the Fund designates $757,422 as foreign tax credit with the associated foreign gross income of $7,574,221.
Shareholders should not use the above information to prepare their tax returns.  The information necessary to complete your income tax returns will be included with your Form 1099 DIV which was sent to you separately in January 2017.
REVIEW OF THE FUND'S MARKET PRICE COMPARED TO NET ASSET VALUE (Unaudited)
Shares of closed-end investment companies, including funds focusing on a single country, have at various times traded at both premiums and discounts to their net asset value ("NAV").  Although the shares of the Fund have traded at such a premium, they also have traded at a discount from NAV.
Since the Fund was established, the Board of Directors on a quarterly basis has reviewed the market price of the Fund's shares.  The purpose of such review has been to determine whether a discount exists and, if so, whether it would be in the shareholders' overall best interests for the Fund to conduct share repurchases, make an issuer tender offer for shares or consider another means of possibly reducing the discount.  For example, the Board of Directors has also considered whether it would be in the best interests of the Fund to convert to an open-end fund or to an interval fund, which is a form of investment company that makes periodic share repurchases at prices based on NAV.
In addition, on May 26, 2016, the Board of Directors approved a Discount Management Plan.  Under the plan, the Fund is authorized to make open-market share repurchases on the New York Stock Exchange.  Such repurchases may be made from time to time as authorized by the Board of Directors.
To date, the Board of Directors has not authorized open-market share repurchases or a tender offer for shares of the Fund.  The Board of Directors also has not felt that it would be in the best interests of the Fund or its shareholders to convert to an open-end fund or an interval fund.  As a "country fund" emphasizing a smaller capitalization segment of the market, the Fund's NAV is more volatile than might be the case for a fund with a broader investment focus.  The Board of Directors believes that converting the Fund to either an open-end or interval fund would subject the Fund to redemptions or repurchases at times when liquidation of portfolio securities could disadvantage remaining shareholders, and the Directors believe that the recent volatility of the financial markets in Japan supports their view.  Additionally, since an open-end fund has a limited ability to invest in illiquid securities, such a conversion could hinder the Fund's ability to pursue its investment objectives. The Board of Directors intends to continue to review, on a quarterly basis, the trading market for the Fund's shares.

JAPAN SMALLER CAPITALIZATION FUND, INC.
DIVIDEND REINVESTMENT PLAN (Unaudited)
The Dividend Reinvestment Plan (the "Plan") is available automatically for any holder of Common Stock with shares registered in his/her own name who wishes to purchase additional shares with income dividends or long-term capital gain distributions received on shares owned, unless such shareholder elects to receive all dividends and capital gain distributions in cash, paid by check and mailed to the shareholder.  If a shareholder holds shares in his/her own name, communications regarding the Plan should be addressed to Computershare Trust Company, N.A., (the "Plan Agent"), P.O. Box 505000 Louisville, KY 40233.  Under the Plan, shareholders appoint the Plan Agent to reinvest dividends and distributions in shares of the Fund.  Such shares will be acquired by the Plan Agent for shareholders either through open market purchases if the Fund is trading at a discount or through the issuance of authorized but unissued shares if the Fund is trading at net asset value or a premium.  If the market price of a share on the payable date of a dividend or distribution is at or above the Fund's net asset value per share on such date, the number of shares to be issued by the Fund to each shareholder receiving shares in lieu of cash dividends or distributions will be determined by dividing the amount of the cash dividends or distributions to which such shareholder would be entitled by the greater of the net asset value per share on such date or 95% of the market price of a share on such date.  If the market price of a share on such distribution date is below the net asset value per share, the number of shares to be issued to such shareholders will be determined by dividing such amount, less brokerage commission, by the per share market price.
Purchases will be made by the Plan Agent from time to time on the New York Stock Exchange (the "Exchange") or elsewhere to satisfy dividend and distribution investment requirements under the Plan.  Purchases will be suspended on any day when the closing price (or the mean between the closing bid and ask prices if there were no sales) of the shares on the Exchange on the preceding trading day was higher than the net asset value per share.  If on the dividend payable date, purchases by the Fund are insufficient to satisfy dividend or distribution investments and on the last trading day immediately preceding the dividend payable date the closing price or the mean between the closing bid and ask prices of the shares is lower than or the same as the net asset value per share, the Plan Agent will continue to purchase shares until all investments by shareholders have been completed or the closing price or the mean between the bid and ask prices of the shares becomes higher than the net asset value, in which case the Fund will issue the necessary additional shares from authorized but unissued shares.  If on the last trading day immediately preceding the dividend payable date, the closing price or the mean between the bid and ask prices of the shares is higher than the net asset value per share and if the number of shares previously purchased on the Exchange or elsewhere is insufficient to satisfy dividend investments, the Fund will issue the necessary additional shares from authorized but unissued shares.  There will be no brokerage charges with respect to shares issued directly by the Fund to satisfy the dividend investment requirements.  However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Fund's open market purchases of shares.  In each case, the cost per share of shares purchased for each shareholder's account will be the average cost, including brokerage commissions, of any shares purchased in the open market plus the cost of any shares issued by the Fund.  For the fiscal year ended February 28, 2017, the Fund issued no new shares for dividend reinvestment purposes.

Shareholders who elect to hold their shares in the name of a broker or other nominee should contact such broker or other nominee to determine whether they may participate in the Plan.  To the extent such participation is permitted, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the broker as representing the total amount registered in the shareholder's name and held for the account of beneficial owners who are participating in such Plan.  Shareholders that participate in the Plan holding shares in a brokerage account may not be able to transfer the shares to another broker and continue to participate in the Plan.  Shareholders who are participating in the Plan may withdraw from the Plan at any time.
There will be no penalty for withdrawal from the Plan, and shareholders who have previously withdrawn from the Plan may rejoin it at any time.  Changes in participation in the Plan should be made by contacting the Plan Agent if the shares are held in the shareholder's own name and must be in writing and should include the shareholder's name and address as they appear on the account registration.  If the shares are held in the name of a broker or other nominee, such person should be contacted regarding changes in participation in the Plan.  Upon withdrawal from the Plan, the appropriate number of full shares will be reflected in the Fund records and a cash payment for any fractional shares will be issued.  The shareholder may also request the Plan Agent to sell part or all of the shareholder's shares at the market price and remit the proceeds to the shareholder, net of any brokerage commissions.  A $2.50 fee plus $0.15 per share sold will be charged by the Plan Agent upon any cash withdrawal or termination.  An election to withdraw from the Plan will, until such election is changed, be deemed to be an election by a shareholder to take all subsequent distributions in cash.  An election will be effective only for a dividend or distribution if it is received by the Plan Agent not less than 10 days prior to such record date.
The Plan Agent will maintain all shareholders' accounts in the Plan, and furnish written confirmation of all transactions in such account, including information needed by shareholders for tax records.  Shares in the account of each Plan participant may be held by the Plan Agent in non‑certificated form in the name of the participant, and each shareholder's proxy will include those shares purchased or received pursuant to the Plan.
The automatic reinvestment of dividends will not relieve participants of any income taxes that may be payable (or required to be withheld) on such dividends.  Shareholders receiving dividends or distributions in the form of additional shares pursuant to the Plan should be treated for Federal income tax purposes as receiving a distribution in an amount equal to the amount of money that the shareholders receiving cash dividends or distributions will receive and should have a cost basis in the shares received equal to such amount.
The Fund reserves the right to amend or terminate the Plan as applied to any dividend paid subsequent to written notice of the change sent to participants in the Plan at least 90 days before the record date for such dividend.  There is no service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.  All correspondence concerning the Plan, including requests for additional information about the Plan, should be directed to the Trust Company, at Computershare Trust Company, N.A. P.O. Box 505000 Louisville, KY 40233.


 
BOARD OF DIRECTORS
Rodney A. Buck
David B. Chemidlin
Yutaka Itabashi
E.  Han Kim
Marcia L. MacHarg
OFFICERS
Yutaka Itabashi, President
Takeshi Toyoshima, Vice President
Maria R. Premole, Vice President
Neil A. Daniele, Secretary and Chief Compliance Officer
Amy J. Marose, Treasurer
Kelly S. Lee, Assistant Treasurer
MANAGER
Nomura Asset Management U.S.A. Inc.
Worldwide Plaza
309 West 49th Street
New York, New York 10019-7316
Internet Address
http://funds.nomura-asset.com
INVESTMENT ADVISER
Nomura Asset Management Co., Ltd.
1-12-1, Nihonbashi, Chuo-ku,
Tokyo 103-8260, Japan
DIVIDEND PAYING AGENT, TRANSFER AGENT
AND REGISTRAR
Computershare Trust Company, N.A.
P.O. Box 505000
Louisville, KY 40233
CUSTODIAN
Brown Brothers Harriman & Co.
50 Post Office Square
Boston, Massachusetts 02110-1548

COUNSEL
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
RSM US LLP
80 City Square
Boston, Massachusetts 02129
JAPAN SMALLER CAPITALIZATION FUND, INC.
WORLDWIDE PLAZA
309 WEST 49TH STREET
NEW YORK, NEW YORK 10019-7316

This Report, including the Financial Statements, is transmitted to the
Shareholders of Japan Smaller Capitalization Fund, Inc. for their information.
This is not a prospectus, circular or representation intended for
use in the purchase of shares of the Fund or any securities mentioned in
the Report.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
JAPAN
 
Smaller Capitalization
 
Fund, Inc.
 
ANNUAL REPORT
 
FEBRUARY 28, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

 
ITEM 2. CODE OF ETHICS

(a) and (b)
As of February 28, 2017, the Registrant had adopted a code of ethics that applies to the Registrant’s Principal Executive Officer and Principal Financial Officer; the Registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.
(c)
There were no amendments during the fiscal year ended February 28, 2017 to the code of ethics.
 
 


 
 
(d)
Not applicable.
(e)
Not applicable.
(f)
A copy of the code of ethics will be provided upon request at no charge by contacting the Registrant’s Chief Compliance Officer at (212) 667-1873 or via post request addressed to: Nomura Asset Management U.S.A. Inc., Worldwide Plaza, 309 West 49th Street, Attn: Chief Compliance Officer, New York, NY 10019.
 
 
ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT


The Registrant’s Board of Directors has determined that David B. Chemidlin, a member of the Registrant’s Audit Committee, is an “audit committee financial expert” and “independent,” as such terms are defined in this Item.  This designation will not increase the designee’s duties, obligations or liability as compared to his duties, obligations and liability as a member of the Audit Committee and of the Board of Directors; nor will it reduce the responsibility of the other Audit Committee members.
 
ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES


(a) AUDIT FEES
 
The aggregate audit fees billed for each of the last two fiscal years for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements or services that are normally provided by the Auditor in connection with statutory and regulatory filings or engagements for those fiscal years were $45,240 for 2017 and $43,160 for 2016.
  
(b) AUDIT-RELATED FEES
 
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Registrant’s principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this item were $0 for 2017 and $0 for 2016.
 
(c) TAX FEES
 
There were no other services performed for each of the two fiscal years by the Registrant’s principal accountant for tax compliance, tax advice and tax planning services.
 
(d) ALL OTHER FEES
 
There were no other services performed for each of the last two fiscal years by the Registrant’s principal accountant.
 
(e)(1) The Charter for the Audit Committee of the Registrant requires the Audit Committee (a) to pre-approve all auditing services to be provided to the Registrant by the Registrant’s independent accountants; (b) to pre-approve all non-audit services, including tax services, to be provided to the Registrant by the Registrant’s independent accountants in accordance with the Securities Exchange Act of 1934, as amended (the “1934 Act”); provided, however, that the pre-approval requirement with respect to the provision of non-audit services to the Registrant by the Registrant’s independent accountants may be waived by the Audit Committee under the circumstances described in the 1934 Act; and (c) to pre-approve non-audit services to be provided to the Registrant’s investment adviser (and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant) if the engagement relates directly to the operations and financial reporting of the Registrant.

(e)(2) Not applicable.

(f) Not applicable.

(g) Not applicable.

(h) Not applicable.


 
ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS

 
(a)
The Registrant’s Board of Directors has a standing Audit Committee, which consists of the Directors who are not “interested persons” of the Registrant within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). Rodney A. Buck, E. Han Kim, David B. Chemidlin and Marcia L. MacHarg are members of the Audit Committee.
 
(b)
Not applicable.
 
ITEM 6.  SCHEDULE OF INVESTMENTS

The Registrant’s investments in securities of unaffiliated issuers as of 2/28/17 are included in the report to shareholders filed under Item 1 of this form.
 
ITEM 7.  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES


 
 
 
 
 
 
 
 
 
Proxy Voting Policy
 
 
NOMURA ASSET MANAGEMENT
 
 
 
October 16, 2014
 
 
 
 
 
 
 
 
 
 

1. General Policy

Nomura Asset Management Co., Ltd. and its investment advisory subsidiaries (collectively, “Nomura Asset Management”) serve as the investment adviser to a wide range of clients, including pooled investment vehicles. This Policy reflects our duty as a fiduciary under various regulations to vote proxies in the best interests of our clients. In fulfilling our obligations to clients, Nomura Asset Management will seek to act in a manner that it believes is most likely to enhance the economic value of the underlying securities held in client accounts. We will engage companies in which we invest on behalf of our clients on our “Principles on Corporate Governance of Portfolio Companies.” in order to enhance our mutual understanding and to seek changes in their company practice.

2. Proxy Voting Guidelines

Nomura Asset Management will closely examine the voting agenda of a company that meets one or more of the conditions listed below. Where we believe that a specific agenda item is not in the best interests of shareholders, Nomura Asset Management will decide either to vote against or to abstain from voting on the item.

(1) The company has violated the law, including engaging in criminal activities or fraudulent accounting practices. We have determined that the company has engaged in activities that are inconsistent with overarching principles of corporate governance, including those related to social, ethical   and environmental issues. However, we do not exercise our proxy voting rights solely as a means to address specific social or political issues, irrespective of investment returns of the company.
(2) The auditor’s opinion on the company is qualified.
(3) The company’s disclosure is determined to be inadequate, and therefore, deemed harmful to shareholders’ interests.
(4) The company continuously reports sluggish business performance and poor investment returns, and where we consider management’s efforts for improvement to be inadequate.
(5) The company accumulates a large amount of financial assets which we believe are not used effectively and/or are not distributed to shareholders adequately.
(6) The company’s business and financial strategies are deemed to be not in the best interest of shareholders.
 
(7) The composition and/or size of the company’s board of directors or the composition of its statutory auditors is deemed to be inadequate, and not in the shareholders’ best interests. 
 
(8) Extraordinary agenda items, such as amendments to the company’s articles of incorporation, which we determine not to be in shareholders’ best interests. 

3. Positions on Specific Issues
 
The issues discussed below are not exhaustive and do include all potential voting issues. Because voting issues and the circumstances of individual companies are so varied, there may be instances when Nomura Asset Management may not vote in strict adherence to the Policy.


(1) Election of Directors

Nomura Asset Management votes in favor of candidates for a company’s board of directors that are nominated by the company’s management when it is determined that such candidates would best serve shareholders’ best interests.
 
The size of the board should be adequate and appropriate considering the nature of the company’s business and its scale.

If the company’s business performance remains sluggish over a long period and little remedial effort is apparent, or if the company is found to have engaged in any activities that raise corporate governance concerns, including social misconduct, or any activity that we deem is not in the best interest of shareholders, we will carefully assess the qualifications of the directors who have served during the said period or at the time of such activity in voting on their reelection.

In principle, we vote for the election of outside directors, taking into account the competence and experience of the candidates.

We will evaluate proposals advocating classification or staggered board of directors on a case-by-case basis. We would oppose such a proposal if we determine that it raises corporate governance concerns.

Because the outside directors of Japanese companies that have adopted the committee system play an especially crucial role in each of the three committees (the nominating, compensation, and audit committees) we pay special attention to the directors’ qualifications, such as their independence. Companies have transferred the decision-making for many important matters, such as disposition of profits, from shareholders to the executive officers and the board of directors of the company. In consideration of this fact, the qualifications of a director for such office are judged upon careful review of and thorough assessment of the board of directors.

(2) Election of Auditors

Auditors are expected to be qualified to audit the business of directors on behalf of shareholders, and are expected to function adequately for that purpose.

Where the company has engaged in activities that raise corporate governance concerns, including social misconduct, or have engaged in illegal activity in which an auditor is found responsible for any part thereof, or determined to have failed to fully perform his/her duties, we will vote against the reelection of the auditor.

It is desirable that outside auditors are independent of management. It is not desirable to have the audit committee composed of outside auditors all of whom lack independence. Where a reduction in the number of auditors is proposed, there should be proper justification for such a reduction.

 


(3) Executive Compensation
 
Nomura Asset Management votes for management compensation plans that in its view, are reasonable, especially equity-based compensation plans that are aligned with the long-term interests of the company’s shareholders. However, we vote against plans that we believe are inconsistent with or inequitable compared to the company’s overall financial condition, or that would substantially dilute the interests of shareholders.

When a company is discovered to have engaged in social misconduct, we expect to see corrective measures reflected in management’s compensation.

It is desirable for the company to disclose management’s compensation so that shareholders can determine whether or not it is fair and reasonable.
 
(4) Stock Option

In principle, we vote for stock option plans when the conditions of the plan, such as eligibility and its scale, are properly set forth for the purpose of promoting the incentives of the executives and employees. However, we vote against such plans when the conditions are deemed to be improper.
 
(5) Capital Policy

1. Distribution policy
In deciding on distributions to its shareholders, the company should ensure that such distributions are consistent with its long-term investment plan. While we view the acquisition of the company’s own stock positively as a means to enhance the company’s value, it is always necessary to determine whether this is the most appropriate distribution method for the sake of the company’s long-term capital structure.

2. Change in number of authorized shares
An increase in the number of authorized shares is required for a variety of legitimate business purposes, including financing, stock splits, corporate reorganizations, or debt for equity exchanges. Nomura Asset Management will vote for a company’s proposed increase in the number of authorized shares unless it is considered a special circumstance proposal. Such proposals are assessed on a case-by-case basis.

3. Issuance of preferred and other classes of shares
Nomura Asset Management will carefully scrutinize proposals with respect to the issuance of shares in special cases, such as to authorize the board of directors to issue preferred shares with discretion to determine such conditions as voting rights, conversion, dividend and transferability (“Blank Check” Preferred Shares). We recognize that while such classes of shares are generally issued for financing purposes, they could hinder growth in shareholder value.


(6) Corporate Actions
 
1. Mergers, acquisitions and other corporate restructurings
Nomura Asset Management reviews all proposals for mergers, acquisitions and other forms of corporate restructuring on a case-by-case basis by evaluating the financial impact on the company’s shareholders.

2. Anti-takeover measures
Nomura Asset Management will not vote, in principle, for proposals that make it more difficult for a company to be acquired by another company. We believe that anti-takeover measures can depress a company’s market value.

4.  Conflict of Interests

In exercising voting rights, material conflicts of interest may arise (for example, Nomura Asset Management may have a material business relationship with an issuer whose securities are held in client portfolios. and over which we have proxy voting discretion).

When such a material conflict of interest arises, Nomura Asset Management shall vote, in order to remain impartial in the exercising of proxy voting rights, based on recommendations made by one or more third-party proxy voting service vendors.

With respect to shares of Nomura Holdings, Inc. and its affiliated companies that are held in client portfolios, we shall seek advice from one or more third-party proxy voting service vendors.

Our approach in identifying and handling material conflicts of interest is more fully described in our policy document “Organizational Structure and Decision-Making Process for the Exercise of Proxy Voting Rights.”

5. Other Considerations

(1) Non-voting cases

Nomura Asset Management may be unable to vote or may determine to refrain from voting in certain circumstances. The following list, although not exhaustive, highlights some potential instances in which a proxy may not be voted:
 
1. Securities Lending: Various client accounts may participate in a securities lending program. Because title to loaned securities passes to the borrower, Nomura Asset Management will be unable to vote any security that is out on loan to a borrower on a proxy record date. If Nomura Asset Management has investment discretion, however, it may reserve the right to instruct the lending agent to recall the loaned security where the matter to be voted upon is deemed to be material to the investment and the benefits of voting the security are deemed to outweigh the costs of recalling the security.

2. Share Blocking: Proxy voting in certain countries requires “share blocking.” That is, shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting (usually one week) with a designated depository. During this blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to the clients’ custodian banks. We may determine that the value of exercising the vote does not outweigh the detriment of not being able to transact in the shares during this period. In such cases, we may not vote the effected shares.

 
3. Re-registration: In certain countries, re-registration of shares is required to enter a proxy vote. As with share blocking, re-registration can prevent us from exercising its investment discretion to sell shares held in clients’ portfolios for a substantial period of time. The decision process in blocking countries as discussed above is employed in instances where re-registration is necessary.

4. Other Considerations: Lack of adequate information and untimely receipt of proxy materials may make it disadvantageous to vote proxies in every instance. In addition, we may not vote proxies in circumstances where the cost of voting the proxy outweighs the possible benefit to the client.
 
ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES


(a) (1) As of February 28, 2017, Mr. Hiromitsu Daimon acts as the Registrant’s lead portfolio manager. Mr. Daimon leads the Japan Small Cap Team of Nomura Asset Management Co., Ltd., the Registrant’s Investment Adviser. He has been a member of the Japan Small/Mid Cap Team and has been managing Japan Small Cap Funds for Japanese retail clients since 2003 and has served as the portfolio manager of the Registrant since 2013. The portfolio manager is primarily responsible for the day-to-day portfolio management for the Registrant. He oversees investment decisions and activities and reviews research analysis.

      (2) As of February 28, 2017, the portfolio manager was primarily responsible for the day-to-day portfolio management for the Registrant and for two other pooled investment vehicles that are not registered investment companies under the 1940 Act (with total assets of $121 million as of February 28, 2017). None of the investment advisory fees with respect to these accounts is based on the performance of the account. Real, potential or apparent conflicts of interest may arise where a portfolio manager has day-to-day responsibilities with respect to more than one account. These conflicts include the following: (i) the process for allocation of investments among multiple accounts for which a particular investment may be appropriate, (ii) allocation of a portfolio manager’s time and attention among relevant accounts and (iii) circumstances where the Registrant’s investment adviser has an incentive fee arrangement or other interest with respect to one account that does not exist with respect to other accounts.

      (3) As of February 28, 2017 the portfolio manager receives a combination of base compensation and discretionary compensation consisting of a cash bonus. The methodology used to determine the portfolio manager’s compensation is applied across all accounts managed by the portfolio manager. Generally, the portfolio manager receives fixed salary compensation based on his duties and performance. The amount of base salary is reviewed annually after completion of the formal performance appraisal process. In order to appraise the portfolio manager’s performance, certain measures are used, such as a review of his specialties and expertise, a review of his capabilities to achieve assigned duties and a review of his management and communication skills. In addition to base compensation, the portfolio manager may receive discretionary compensation in the form of a cash bonus. The bonus, which is paid annually, is based on both quantitative and qualitative scores. The quantitative score is determined prior to payment based on the performance of the portfolio manager’s accounts, measured on a pre-tax basis for rolling three-year periods against the Russell / Nomura Small Cap Tm Index. The quantitative scoring for purposes of the bonus comprises 60 percent of the performance appraisal measurement. The qualitative score is determined by analyzing the quality of the portfolio manager’s contribution to the Registrant’s investment adviser. While the bonus can range up to 100 percent or more of base salary, the Registrant’s investment adviser has indicated that cash bonuses typically represent approximately 20 to 40 percent of its portfolio managers’ aggregate cash compensation.
 
 



      (4) As of February 28, 2017, the portfolio manager did not own beneficially any securities issued by the Registrant.

(b) Not applicable.

ITEM 9.  PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS


(a)  Not applicable.
 
(b)  Not applicable.
 
ITEM 10.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


There were no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Directors made or implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407), or this Item.
 
ITEM 11.  CONTROLS AND PROCEDURES


(a)  The Registrant’s Principal Executive Officer and Principal Financial Officer have evaluated the Registrant’s disclosure controls and procedures within 90 days of the filing of this report and have concluded that they are effective in providing reasonable assurance that the information required to be disclosed by the Registrant in its reports or statements filed under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. 
 
(b)  There were no changes to the Registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this Report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.


 
ITEM 12.  EXHIBITS


(a) (1) See Item (2)
(a) (2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2(a) under the 1940 Act.
(a) (3) Not applicable.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 

 
SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Japan Smaller Capitalization Fund, Inc.

By: /s/ Yutaka Itabashi                         
Yutaka Itabashi
President, Principal Executive Officer
 
Date:  4-28-17

 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
By: /s/ Yutaka Itabashi                         
Yutaka Itabashi
President, Principal Executive Officer
 
Date:  4-28-17
 
 
By: /s/ Amy J. Marose                         
Amy J. Marose
Treasurer, Principal Financial Officer
 
Date:  4-28-17