7,091,723 Shares of Common Stock Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • June 16th, 2011 • Japan Smaller Capitalization Fund Inc • New York
Each of Japan Smaller Capitalization Fund, Inc., a Maryland corporation (the “Fund”), and Nomura Asset Management U.S.A. Inc., a New York corporation (the “Manager”), hereby confirms the agreement with and appointment of UBS Securities LLC to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Fund to the holders of record (the “Record Date Stockholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) transferable rights entitling such Record Date Stockholders to subscribe for up to 7,091,723 shares (each a “Share” and, collectively, the “Shares”) of common stock, par value $0.10 per share (the “Common Shares”), of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Stockholder one transferable right (each a “Right” and, collectively, the “Rights”) for each Common Share held by such Record Date Stockholder on the Record Date. Such Rights entitle
Transfer Agency and Service Agreement Between Japan Smaller Capitalization Fund, Inc. and EquiServe, Inc. and EquiServe Trust Company, N.A.Transfer Agency and Service Agreement • June 16th, 2011 • Japan Smaller Capitalization Fund Inc • Massachusetts
AGREEMENT made as of the 1st day of March, 2002, by and between Japan Smaller Capitalization Fund, Inc. a corporation, having its principal office and place of business at 180 Maiden Lane, New York, NY 10038 (the “Customer”), and EquiServe, Inc., a Delaware corporation, and its fully owned subsidiary EquiServe Trust Company, N.A., a federally chartered trust company doing business at 150 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually “EQI” and the “Trust Company” respectively).
June [ ], 2011Letter of Agreement • June 16th, 2011 • Japan Smaller Capitalization Fund Inc • New York
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by Japan Smaller Capitalization Fund, Inc. (the “Company”) to act as Information Agent in connection with its upcoming rights offer to purchase shares of its own Common Stock (the “Offer”). The term of the Agreement shall be the term of the Offer, including any extensions thereof.
Amendment to Transfer Agency and Service AgreementTransfer Agency and Service Agreement • June 16th, 2011 • Japan Smaller Capitalization Fund Inc
This Amendment (“Amendment”), effective as of June 1, 2011 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”) made as of March 1, 2002, by and between Japan Smaller Capitalization Fund, Inc. (the “Company”) and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) and Computershare Inc. (formerly known as EquiServe, Inc.) (collectively, the “Transfer Agent”).
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • June 16th, 2011 • Japan Smaller Capitalization Fund Inc • Massachusetts
This Subscription Agent Agreement (the “Agreement”) is made as of [ ], 2011 by and among Japan Smaller Capitalization Fund, Inc. (the “Fund”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form N-2, File No. __________ filed by the Company with the Securities and Exchange Commission on ____________, 2011, as amended by any amendment filed with respect thereto (the “Registration Statement").
