Issuer tender offer to repurchase up to 10% of shares at 98% of NAV

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SC TO-I

As filed with the Securities and Exchange Commission June 1, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Japan Smaller Capitalization Fund, Inc.

(Name of Subject Company (Issuer))

Japan Smaller Capitalization Fund, Inc.

(Name of Filing Person (Issuer))

Common Stock, Par Value $0.10 Per Share

(Title of Class of Securities)

47109U104

(CUSIP Number of Class of Securities)

Neil Daniele

c/o Japan Smaller Capitalization Fund, Inc.

Worldwide Plaza

309 West 49th Street

New York, NY 10019

866-270-7788

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing persons)

Copies of Communications to:

Nathan J. Greene

Sidley Austin LLP

787 7th Avenue

New York, NY 10019

(212) 839-8673

☐ |

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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Check the appropriate boxes below to designate any transactions to which the statement relates:

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third party tender offer subject to Rule 14d-1.

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issuer tender offer subject to Rule 13e-4.

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going-private transaction subject to Rule 13e-3.

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amendment to Schedule 13D under Rule 13d-2.

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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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INTRODUCTORY STATEMENT

Item 1. |

Summary Term Sheet.

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Reference is made to the Summary Term Sheet in the Issuer Tender Offer Statement that is attached hereto as Exhibit (a)(1)(i) and is hereby incorporated by reference.

Item 2. |

Subject Company Information.

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(a) |

The name of the issuer is Japan Smaller Capitalization Fund, Inc. (the “Fund”). The Fund is a closed-end, diversified management investment company incorporated under the laws of the State of Maryland. The Fund’s address is Worldwide Plaza,
309 West 49th Street, New York, NY 10019. The Fund’s telephone number is 1-800-833-0018.

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(b) |

The title of the securities that are the subject of the Issuer Tender Offer Statement and the related Letter of Transmittal (the tender offer made thereby, the “Offer”) are the Fund’s issued and outstanding shares of common stock, par value
$0.10 per share (the “Shares”). As of the close of business on April 30, 2026, there were 28,333,893 Shares issued and outstanding. Subject to the conditions set forth in the Offer, the Fund will purchase for cash up to 10% of its outstanding
Shares, or up to 2,833,389 Shares, that are properly tendered by holders of the Fund’s shares and not withdrawn as described in the Offer.

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(c) |

The Shares are traded on the New York Stock Exchange (“NYSE”).

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Item 3. |

Identity and Background of Filing Person.

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(a) |

The Fund is the filing person. Please refer to Item 2(a) above for information required by this Item. Nomura Asset Management Co., Ltd. (the “Investment Adviser”) serves as the investment adviser to the Fund. The Investment Adviser is a
Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The principal business address of the Investment Adviser is 2-2-1, Toyosu, Koto-ku, Tokyo
135-0061, Japan. The members of the Board of Directors are David B. Chemidlin, Tina Jones, Arthur B. Laby, Marcia L. MacHarg, Paige P. Ouimet and Yusuke Andoh (each, a “Director”). The President and Principal Executive Officer of the Fund is
Yusuke Andoh. The Treasurer and Principal Financial Officer of the Fund is Thomas Perugini. The directors and executive officers of the Fund may be reached at the Fund’s business address and phone number set forth in Item 2(a) above.

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Item 4. |

Terms of the Transaction.

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(a)(1) |

The following sections of the Issuer Tender Offer Statement contain a description of the material terms of the transaction and are incorporated herein by reference:

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“Summary Term Sheet”

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“Terms of the Offer; Expiration Date”

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“Procedure for Tendering Shares”

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“Rights of Withdrawal”

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“Effect of the Offer; Source and Amount of Funds”

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“Purpose of the Offer; Past Contracts or Agreements”

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“NAV and Market Price Range of Shares”

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“Certain U.S. Federal Income Tax Consequences of the Offer”

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“Certain Information Concerning the Fund, the Fund’s Manager and the Fund’s Investment Adviser”

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“Interests of Directors and Officers; Transactions and Arrangements Concerning the Shares”

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“ Certain Legal Matters; Regulatory Approvals”

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“Certain Conditions of the Offer”

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“Fees and Expenses”

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(a)(2) |

Not applicable.

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(b) |

Any Shares to be purchased from any officer, director or affiliate of the Fund would be on the same terms and conditions as any other purchase of Shares. To the Fund’s knowledge, none of the officers, directors, or affiliates of the Fund
intends to tender Shares in the Offer. The information set forth in the Issuer Tender Offer Statement under “Interests of Directors and Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

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Item 5. |

Past Contracts, Transactions, Negotiations and Agreements With Respect to the Issuer’s Securities.

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(a)-(d) |

Not applicable.

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(e) |

Reference is made to Section 6 “Purpose of the Offer; Past Contracts or Agreements” of the Issuer Tender Offer Statement, which is incorporated herein by reference.

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Item 6. |

Purpose of This Tender Offer and Plans or Proposals.

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(a) – (c) |

Reference is made to Section 6 “Purpose of the Offer; Past Contracts or Agreements” of the Issuer Tender Offer Statement, which is incorporated herein by reference.

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Item 7. |

Source and Amount of Funds or Other Consideration.

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(a) |

Reference is made to Section 5 “Effect of the Offer; Source and Amount of Funds” of the Issuer Tender Offer Statement, which is incorporated herein by reference.

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(b) |

Reference is made to Section 5 “Effect of the Offer; Source and Amount of Funds” of the Issuer Tender Offer Statement, which is incorporated herein by reference.

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(d) |

The Fund has no plans at this time to borrow funds to purchase Shares tendered in connection with the Offer.

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Item 8. |

Interest in Securities of the Subject Company.

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(a) |

Reference is made to Section 10 “Interest of Directors and Officers; Transactions and Arrangements Concerning the Shares” of the Issuer Tender Offer Statement, which is incorporated herein by reference.

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(b) |

Neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s directors or executive officers, has effected any transaction in the Shares, except for automatic dividend reinvestment, during the past 60 days.

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Item 9. |

Persons/Assets, Retained, Employed, Compensated or Used.

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(a) |

No persons have been directly or indirectly employed, retained, or are to be compensated by or on behalf of the Fund to make solicitations or recommendations in connection with the Offer to Purchase. The information set forth in the Offer to
Purchase under “Fees and Expenses” is incorporated herein by reference.

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Item 10. |

Financial Statements.

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(a) |

The audited financial statements of the Fund dated February 28, 2026 and the schedule of investments of the Fund dated February
28, 2026 as filed with the Securities and Exchange Commission on EDGAR on Form N-CSR on May 5, 2026 are incorporated herein by reference.

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(b) |

Not applicable.

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Item 11. |

Additional Information

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(a)(1) |

None

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(a)(2) |

None

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(a)(3) |

Not applicable

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(a)(4) |

Not applicable

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(a)(5) |

None

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(c) |

None

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Item 12(a). |

Exhibits.

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(a)(1)(i) |

Issuer Offer to Purchase dated June 1, 2026*

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(a)(1)(ii) |

Form of Letter of Transmittal to Holders of Common Stock*

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(a)(1)(iii) |

Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*

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(a)(1)(iv) |

Letter to Clients and Client Instruction Form*

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(a)(1)(v) |

Form of Letter to Shareholders*

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(a)(1)(vi) |

Form of Notice of Withdrawal*

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(a)(2) |

None.

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(a)(3) |

Not applicable.

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(a)(4) |

Not applicable.

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(a)(5)(i) |

Press release issued on May 22, 2026 is incorporated by reference to the Fund’s Schedule TO-C, as filed with the Securities and Exchange Commission on May 26, 2026 1

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1 Previously filed on May 26, 2026 as an exhibit to the Schedule TO-C.

* Filed herewith.

(b) |

None.

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(d) |

None.

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(g) |

None.

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(h) |

None.

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Item 12(c). |

Filing Fees

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Filing Fee Exhibit*

Item 13. |

Information Required by Schedule 13E-3

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Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

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JAPAN SMALLER CAPITALIZATION FUND, INC.

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/s/ Yusuke Andoh

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Name:

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Yusuke Andoh

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Title:

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President and Principal Executive Officer

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Dated: June 1, 2026

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EXHIBIT (A)(1)(I)

Exhibit (a)(1)(i)

OFFER

BY

JAPAN SMALLER CAPITALIZATION FUND, INC.

TO PURCHASE FOR CASH

UP TO 10% OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK

AT 98% OF NET ASSET VALUE PER SHARE

THE OFFER AND WITHDRAWAL RIGHT WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON JULY 1, 2026, UNLESS THE OFFER IS EXTENDED

This Issuer Tender Offer Statement and the accompanying Letter of Transmittal (which together constitute the “Offer”) are not conditioned on any minimum number of outstanding shares of common stock, par value $0.10 per
share (the “Shares”) being tendered but are subject to other conditions as outlined herein and in the Letter of Transmittal.

No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein and in the Letter of Transmittal, and if given or made, such information
or representations may not be relied upon as having been authorized by Japan Smaller Capitalization Fund, Inc. (the “Fund”).

IMPORTANT

Any stockholder (“Stockholder”) desiring to tender any portion of their shares of common stock of the Fund (“Shares”) should either (1) complete and sign the Letter of Transmittal in accordance with the instructions in
the Letter of Transmittal, and mail or deliver the Letter of Transmittal with their certificates for the tendered Shares if such Stockholder has been issued physical certificates, signature guarantees for all Stockholders tendering uncertificated
Shares, and any other required documents to Computershare Trust Company, N.A., the depositary for the Offer (the “Registrar”), or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such
Stockholder. Stockholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender
Shares so registered.

Questions, requests for assistance and requests for additional copies of this Issuer Tender Offer Statement and the Letter of Transmittal may be directed to Georgeson LLC (the “Information Agent”) in the manner set forth
on the last page of this Issuer Tender Offer Statement.

TABLE OF CONTENTS

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Page

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SUMMARY TERM SHEET

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1

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INTRODUCTION

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5

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1.

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Terms of the Offer; Expiration Date.

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5

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2.

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Acceptance for Payment and Payment for Shares.

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6

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3.

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Procedure for Tendering Shares.

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7

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4.

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Rights of Withdrawal.

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9

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5.

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Effect of the Offer; Source and Amount of Funds.

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9

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6.

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Purpose of the Offer; Past Contracts or Agreements.

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11

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7.

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NAV and Market Price Range of Shares.

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12

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8.

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Certain U.S. Federal Income Tax Consequences of the Offer.

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12

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9.

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Certain Information Concerning the Fund, the Fund’s Manager and the Fund’s Investment Adviser.

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15

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10.

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Interests of Directors and Officers; Transactions and Arrangements Concerning the Shares.

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15

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11.

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Certain Legal Matters; Regulatory Approvals.

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16

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12.

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Certain Conditions of the Offer.

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16

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13.

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Fees and Expenses.

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17

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14.

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Miscellaneous.

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17

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15.

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Contacting the Registrar and the Information Agent.

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17

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i

SUMMARY TERM SHEET

This Summary Term Sheet highlights certain information concerning this Issuer Tender Offer Statement and the accompanying Letter of Transmittal (which together constitute the “Offer”). To understand the Offer fully and
for a more complete discussion of the terms and conditions of the Offer, you should carefully read the entire Issuer Tender Offer Statement and the related Letter of Transmittal.

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What is the Offer?

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Japan Smaller Capitalization Fund, Inc. (the “Fund”) is offering to purchase up to 10% of its outstanding shares of common stock, par value $0.10 per share (the “Shares”), or 2,833,389 of its outstanding Shares of common
stock, for cash at a price per Share equal to 98% of the net asset value per Share (“NAV”) as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the date after the Offer expires, July 2, 2026 (the “Pricing Date”) (or, if the
Offer is extended, the business day after the expiration date as extended), upon specified terms and subject to conditions as set forth in the Offer documents.

The Offer represents the completion of the Fund’s announcement in June 2025 that the Fund would conduct a conditional tender offer provided that the Fund’s shares trade at an average daily market price discount of 9% or
greater to NAV (defined below) during the nine-month measurement period beginning on July 1, 2025 and ending on March 31, 2026. The condition having been satisfied, the Fund is proceeding with this Offer. The Fund also notes that, at the time that
the Fund announced the intent to conduct a conditional tender offer (again, June 2025), the Fund also announced a Level Distribution Plan (the LDP) pursuant to which the Fund would make regular monthly distributions to shareholders. When the Fund
announced the current Offer, by press release on May 22, 2026, the Fund also announced that it would “re-level” the LDP from an annualized rate of 10% of the Fund’s NAV as of May 31, 2025 to an annualized rate of 10% of the Fund’s market price as of
May 20, 2026, with the new distribution rate to be effective with the July 31, 2026 LDP payment date. For more information and important limitations associated with the LDP, see Section 6 of the Issuer Tender Offer Statement.

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When will the Offer expire, and may the Offer be extended?

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The Offer will expire at 5:00 p.m. Eastern Time on July 1, 2026 (the “Expiration Date”), unless extended. The Fund may extend the period of time the Offer will be open by issuing a press release or making a public
announcement no later than 9:00 a.m. Eastern Time on the business day after the Offer otherwise would have expired. For more information see Section 1 of the Issuer Tender Offer Statement.

• |

What is the NAV and Market Price as of a recent date?

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As of April 30, 2026 the NAV per Share was $12.79. For more information see Section 7 of the Issuer Tender Offer Statement for details. During the pendency of the Offer, current NAV quotations can be obtained from
Georgeson LLC, the Fund’s information agent, by calling toll free (866) 539-8375 Monday through Friday 9 a.m. to 11 p.m. and Saturday 12 p.m. to 6 p.m., New York City time, or by calling the Fund toll free at 1-800-833-0018 between 8:30 a.m. and 6:00
p.m. Eastern Time, Monday through Thursday, and 8:30 a.m. and 5:00 p.m. Eastern Time Friday (except holidays).

Also as of April 30, 2026, the market price per Share was $11.32, which represents a 11.49% discount to the NAV. As with the Fund’s NAV, it is not possible to predict the market price per Share at a future date,
including on the Pricing Date. On the Pricing Date, it is possible that the discount to NAV of the market price may be less than the 2.0% discount to NAV of the purchase price pursuant to the Offer. It is also possible that on the Pricing Date, the
market price may be more than the NAV such that the Fund is trading at a “premium” to the NAV.

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Will the NAV be higher or lower on the date that the price to be paid for tendered Shares is to be determined?

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It is not possible to accurately predict the NAV at a future date.

1

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How do I tender my Shares?

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If your Shares are registered in your name, obtain and read the Offer materials carefully and if you decide to tender your Shares, properly complete and submit the Letter of Transmittal and any other documents required
by the Letter of Transmittal. In addition, either the certificate for Shares must be transmitted to and received by Computershare (the “Registrar”) at one of its addresses set forth on the last page of this Offer, or you must comply with the Book
Entry Delivery Procedure. For more information see Section 3 of the Issuer Tender Offer Statement. These materials must be received by Computershare Trust Company, N.A., the Fund’s Registrar, in proper form before 5:00 p.m. Eastern Time on the
Expiration Date (or if the Offer is extended, the expiration date as extended). If your Shares are held by a broker, dealer, commercial bank, trust company or other nominee ( i.e. , in “street name”), you should
contact that firm to obtain and read the package of information necessary to make your decision. If you decide to tender your Shares, you must direct that firm to complete, compile and deliver the necessary documents for submission to the Registrar
by 5:00 p.m. Eastern Time on the Expiration Date (or if the Offer is extended, the expiration date as extended).

For more information see Section 3 of the Issuer Tender Offer Statement.

• |

Is there any cost to me to tender?

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No fees or commission will be payable to the Fund in connection with the Offer. However, brokers, dealers or other persons may charge you a fee for soliciting tenders for Shares pursuant to the Offer. The Fund will pay all transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if unpurchased Shares were registered
in the name of, any person other than the tendering Stockholder, or if any tendered certificates are registered or the Shares tendered are held in the name of any person other than the person signing the Letter of Transmittal, the amount of any
transfer taxes (whether imposed on the registered holder or such other person) payable on account of such transfer will be the responsibility of the Stockholder and satisfactory evidence of the payment of such taxes, or exemption therefrom, may need
to be submitted.

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May I withdraw my Shares after I have tendered them and, if so, by when?

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Yes, you may withdraw your Shares at any time prior to 5:00 p.m. Eastern Time on the Expiration Date (or if the Offer is extended, at any time prior to the expiration time on the new expiration date).

Withdrawn Shares may be re-tendered by following the tender procedures before the Expiration Date (including any extension period). For more information see Section 4 of the Issuer Tender Offer Statement.

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How do I withdraw tendered Shares?

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A notice of withdrawal of tendered Shares must be timely received by the Registrar (as described in the previous paragraph), which specifies the name of the Stockholder who tendered the Shares and the number of Shares
being withdrawn and, as regards Share certificates which represent tendered Shares that have been delivered or otherwise identified to the Registrar, the name of the registered owner of such Shares if different than the person who tendered the
Shares. The notice of withdrawal, and all other required documents, must be received by the Registrar prior to 5:00 p.m. Eastern Time on the Expiration Date (or if the Offer is extended, at any time prior to the expiration time on the new expiration
date). See Section 4 of the Issuer Tender Offer Statement.

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May I place any conditions on my tender of Shares?

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No.

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Is there a maximum number of Shares that I may tender?

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No, however, the Fund will accept for payment, and will pay for, up to 10% of the Fund’s outstanding Shares. For more information see Section 1 of the Issuer Tender Offer Statement.

2

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What if, in the aggregate, more than 10% of the Fund’s Outstanding Shares are tendered?

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The Fund will purchase duly tendered Shares from tendering Stockholders pursuant to the terms and conditions of the Offer on a pro rata basis (disregarding fractions) in accordance with the number of Shares tendered by
each Stockholder (and not timely withdrawn), unless the Fund determines not to purchase any Shares as described in Section 12 of the Issuer Tender Offer Statement. This tender offer will not have any special proration provision for odd lot tenders,
which means that all odd lot tenders (including Stockholders who own fewer than 100 Shares) are subject to proration. The Fund’s present intention, if the Offer is oversubscribed, is not to purchase more than 2,833,389 Shares. For more information
see Section 1 of the Issuer Tender Offer Statement.

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If I decide not to tender, how will the Offer affect the Fund Shares I hold?

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If you decide not to tender, your percentage ownership interest in the Fund will increase after completion of the Offer.

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What if I participate in the Fund’s Dividend Reinvestment Plan?

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The Registrar holds Shares in uncertificated form for certain Stockholders pursuant to the Fund’s Dividend Reinvestment Plan (the “Plan”). Stockholders may tender such uncertificated Shares by completing the appropriate
section of the Letter of Transmittal. A Stockholder who participates in the Plan and elects to tender all Shares will terminate their participation in the Plan pursuant to the terms of the Plan. If a Stockholder’s tender is not accepted in full due
to the tender being prorated, and the Stockholder continues to hold Shares after the Expiration Date, the Stockholder may re-enroll in the Plan at any time by notifying the Registrar online at www.computershare.com/investor, by writing to the
Registrar at P.O. Box 43011, Providence, RI 02940, or by calling 1-800-833-0018.

• |

Does the Fund have the financial resources to pay for the tendered Shares?

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Yes. Although permitted to do so, the Fund does not expect to borrow money to finance the purchase of any tendered Shares. For more information see Section 5 of the Issuer Tender Offer Statement.

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If Shares I tender are accepted by the Fund, when will payment be made?

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It is contemplated, subject to change, that payment for tendered Shares, if accepted, will be made on or about July 10, 2026.

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Is my sale of Shares in the Offer a taxable transaction?

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It is anticipated that the tender of Shares in exchange for cash will generally be a taxable transaction for U.S. federal income tax purposes either in the form of a “sale or exchange” or,
under certain circumstances, a “dividend.” Please consult your tax adviser regarding your individual tax consequences, including potential state, local and foreign tax consequences. For more information see Section 8, “Certain U.S. Federal Income Tax
Consequences of the Offer,” below.

The Fund and its affiliates do not provide tax advice. Please consult your own tax adviser when deciding whether to participate in the Offer.

• |

Is the Fund required to complete the Offer and purchase all Shares tendered up to the number of Shares tendered for?

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Under most circumstances, yes. There are certain circumstances, however, in which the Fund will not be required to purchase any Shares tendered as described in Section 12 of the Issuer Tender Offer Statement.

3

• |

Is there any reason Shares tendered would not be accepted?

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In addition to those circumstances described in Section 12 of the Issuer Tender Offer Statement in which the Fund is not required to accept tendered Shares, the Fund has reserved the right to reject any and all tenders
determined by it to not be in good order. For example, tenders will be rejected if the tender does not include the original signature(s) or the original of any required signature guarantee(s).

• |

How will tendered Shares be accepted for payment?

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Properly tendered Shares will be accepted for payment by a determination of the Fund, followed by notice of acceptance to the Registrar. The Registrar will thereafter make payment as directed by the Fund with monies
deposited with it by the Fund. For more information see Section 2 of the Issuer Tender Offer Statement.

• |

What action need I take if I decide not to tender my Shares?

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None.

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Does management encourage Stockholders to participate in the Offer, and will they participate in the Offer?

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No. The Fund, its Board of Directors, the Fund’s manager, Nomura Asset Management U.S.A. Inc., and the Fund’s investment adviser, Nomura Asset Management Co., Ltd., are not making any recommendation to tender or not to
tender Shares in the Offer. “Affiliated persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), including directors and officers of the Fund, may be prohibited by the 1940 Act from participating in the
Offer. None of the members of the Fund’s Board of Directors, the executive officers of the Fund, the Fund’s investment adviser or the Fund’s manager intends to participate in the Offer.

• |

How do I obtain additional information?

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Questions and requests for assistance should be directed to the Information Agent toll free at (866) 539-8375. Requests for additional copies of the Issuer Tender Offer Statement, the Letter of Transmittal and all other
Offer documents should also be directed to the Information Agent toll free at (866) 539-8375. If you do not own Shares directly, you may obtain this information and the documents from your broker, dealer, commercial bank, trust company or other
nominee, as appropriate.

4

INTRODUCTION

To the Stockholders of Common Stock

Japan Smaller Capitalization Fund, Inc.

Japan Smaller Capitalization Fund, Inc. (the “Fund”), a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, diversified management investment company,
hereby offers to purchase up to 10% of the Fund’s outstanding shares of common stock, or 2,833,389 shares in the aggregate (the “Offer Amount”), par value $0.10 per share (the “Shares”), at a price, net to the seller in cash, equal to 98% of the net
asset value (“NAV”) per Share in U.S. dollars (the “Purchase Price”) as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the day after the offer expires, July 2, 2026 (the “Pricing Date”) (or, if the Offer is extended, the
business day after the expiration date as extended), upon the terms and subject to the conditions set forth in this Issuer Tender Offer Statement and in the related Letter of Transmittal (which together constitute the “Offer”). The Fund’s registrar
for the Offer is Computershare Trust Company, N.A. (the “Registrar”) and the information agent is Georgeson LLC (the “Information Agent”).

The Offer is extended to all stockholders of the Fund (“Stockholders”) and is not conditioned on any minimum number of Shares tendered but is subject to other conditions as outlined herein and in the
Letter of Transmittal.

No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein and in the Letter of Transmittal, and if given or
made, such information or representations may not be relied upon as having been authorized by the Fund. “Affiliated persons” of the Fund, as defined in the 1940 Act, including directors and officers of the Fund, may be prohibited by the 1940 Act from
participating in the Offer. None of the members of the Fund’s Board of Directors (the “Board”), the executive officers of the Fund, the Fund’s manager, Nomura Asset Management U.S.A. Inc. (the “Manager”) or the Fund’s investment adviser, Nomura Asset
Management Co., Ltd. (the “Investment Adviser”), intends to participate in the Offer.

As of April 30, 2026, there were 28,333,893 Shares issued and outstanding and the NAV per Share was $12.79. The Fund does not expect that the number of Shares issued and outstanding will be materially different on the
Expiration Date (as defined below). Stockholders may contact Georgeson LLC toll free at (866) 539-8375 or the Fund directly at 1-800-833-0018 to obtain current NAV quotations for the Shares.

Also as of April 30, 2026, the market price per Share was $11.32, which represents a 11.49% discount to the NAV. As with the Fund’s NAV, it is not possible to predict the market price per Share at a future date,
including on the Pricing Date. On the Pricing Date, it is possible that the discount to NAV of the market price may be less than the 2.0% discount to NAV of the purchase price pursuant to the Offer. It is also possible that on the Pricing Date, the
market price may be more than the NAV such that the Fund is trading at a “premium” to the NAV.

Any Shares acquired by the Fund pursuant to the Offer will be cancelled and retired. The Fund will pay all transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant
to the Offer. If, however, payment of the purchase price is to be made to, or if unpurchased Shares were registered in the name of, any person other than the tendering Stockholder, or if any tendered certificates are registered or the Shares tendered
are held in the name of any person other than the person signing the Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of such transfer will be the
responsibility of the Stockholder and satisfactory evidence of the payment of such taxes, or exemption therefrom, may need to be submitted.

1. |

Terms of the Offer; Expiration Date.

|

Upon the terms and subject to the conditions set forth in the Offer, the Fund will accept for payment, and will pay for, up to 10% of the Fund’s outstanding Shares validly tendered on or prior to 5:00 p.m. Eastern Time
on July 1, 2026 (the “Expiration Date”), or such later date to which the Offer is extended, and not withdrawn as described in Section 4. The purchase price of the Shares will equal 98% of the NAV of the Fund’s Shares (a 2.0% discount) as of the close
of regular trading on the NYSE on the Pricing Date.

5

If the number of Shares properly tendered and not withdrawn prior to the Expiration Date is less than or equal to the Offer Amount, the Fund will, upon the terms and conditions of the Offer, purchase all Shares so
tendered. If, in the aggregate, more than 2,833,389 Shares are properly tendered pursuant to the Offer (and not withdrawn as provided in Section 4), unless the Fund determines not to purchase any Shares, the Fund will purchase Shares from tendering
Stockholders in accordance with the terms and conditions specified in the Offer on a pro rata basis (disregarding fractions) based on the number of Shares properly tendered by or on behalf of each Stockholder. The Fund does not contemplate extending
the Offer and increasing the number of Shares covered thereby if more than 2,833,389 Shares are tendered.

The Fund expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the
Registrar. Any such extension will also be publicly announced by press release issued no later than 9:00 a.m. Eastern Time on the next business day after the previously scheduled Expiration Date. If the Fund makes a material change in the terms of
the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(3) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). During any extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering Stockholder to withdraw their Shares.

Subject to the terms and conditions of the Offer, the Fund will pay the consideration offered or return the tendered Shares promptly after the termination or withdrawal of the Offer. Any extension, delay, termination or
amendment will be followed as promptly as practicable by a public announcement thereof. In the case of an extension, such announcement will be issued no later than 9:00 a.m. Eastern Time on the business day immediately following the previously
scheduled Expiration Date.

2. |

Acceptance for Payment and Payment for Shares.

|

Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment, and will pay for, as soon as practicable after the Expiration Date, Shares validly tendered on or before the Expiration Date
and not properly withdrawn in accordance with Section 4. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Registrar of certificates for such Shares (unless such
Shares are held in uncertificated form), a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal. The Fund expressly reserves the right, in its sole discretion, to delay the
acceptance for payment of, and/or the payment for, Shares to comply, in whole or in part, with any applicable law.

For purposes of the Offer, the Fund will be deemed to have accepted for payment Shares validly tendered and not withdrawn as provided in Section 4, if and when the Fund gives oral or written notice to the Registrar of
its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by the Fund depositing the aggregate purchase price therefor with the Registrar. The Registrar will serve as
agent for the tendering Stockholders for the purpose of receiving payments from the Fund and transmitting such payments to the tendering Stockholders. Under no circumstances will interest on the purchase price for Shares be paid, regardless of any
delay in making such payment.

If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or are not paid because of an invalid tender, or if certificates are submitted for more Shares than
are tendered (i) such unpurchased Shares will be returned in uncertificated form, without expense to the tendering Stockholder, as soon as practicable following expiration or termination of the Offer, (ii) Shares delivered pursuant to the Book-Entry
Delivery Procedure (as defined in Section 3 below) will be credited to the appropriate account maintained within the appropriate Book-Entry Transfer Facility, and (iii) uncertificated Shares held by the Fund’s transfer agent will be returned to each
account maintained by the transfer agent.

6

If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Fund’s
rights under the Offer, the Registrar may, on behalf of the Fund, retain tendered Shares, and such Shares may not be withdrawn unless and except to the extent tendering Stockholders are entitled to withdrawal rights as described in Section 4.

The Fund will pay all transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if unpurchased Shares were registered
in the name of, any person other than the tendering Stockholder, or if any tendered certificates are registered or the Shares tendered are held in the name of any person other than the person signing the Letter of Transmittal, the amount of any
transfer taxes (whether imposed on the registered holder or such other person) payable on account of such transfer will be the responsibility of the Stockholder and satisfactory evidence of the payment of such taxes, or exemption therefrom, may need
to be submitted.

The Fund’s Shares are listed on the NYSE and the Fund normally calculates the Shares’ NAV daily at the close of regular trading on the NYSE. On April 30, 2026, the NAV was $12.79. On April 30, 2026, the last sales price
at the close of regular trading on the NYSE was $11.32 per Share. The NAV of the Fund’s Shares will be available daily through the Expiration Date by calling the Fund’s Information Agent toll free at (866) 539-8375 or by calling the Fund toll free at
1-800-833-0018.

3. |

Procedure for Tendering Shares.

|

Stockholders having Shares that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should contact such firm if they desire to tender their Shares. For a Stockholder to validly
tender Shares pursuant to the Offer: (i) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees and any other documents required by the Letter of Transmittal, must be transmitted to and received
by the Registrar at one of its addresses set forth on the last page of the Offer, and (ii) either the certificate for Shares must be transmitted to and received by the Registrar at one of its addresses set forth on the last page of this Offer, or the
tendering Stockholder must comply with the Book-Entry Delivery Procedure set forth in this Section 3.

The Registrar holds Shares in uncertificated form for certain Stockholders. Stockholders may tender such uncertificated Shares by completing the appropriate section of the Letter of Transmittal. A Stockholder who
participates in the Plan and elects to tender all Shares will terminate their participation in the Plan pursuant to the terms of the Plan. If the Stockholder’s tender is not accepted in full due to the tender being prorated and the Stockholder
continues to hold Shares after the Expiration Date, the Stockholder may re-enroll in the Plan at any time by notifying the Registrar online at www.computershare.com/investor, by writing to the Registrar at P.O. Box 43011, Providence, RI 02940, or by
calling 1-800-833-0018.

Signatures on Letters of Transmittal must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, or by a commercial bank or trust company having an
office, branch or agency in the United States (each an “Eligible Institution”) unless (i) the Letter of Transmittal is signed by the registered holder of the Shares tendered, including those Stockholders who are participants in a Book-Entry Transfer
Facility and whose name appears on a security position listing as the owner of the Shares, but excluding those registered Stockholders who have completed either the “Special Payment Instructions” box or the “Special Delivery Instructions” box on the
Letter of Transmittal, or (ii) such Shares are tendered for the account of an Eligible Institution. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. For more information see the
instructions to the Letter of Transmittal.

Stockholders should read and follow the instructions on the Letter of Transmittal to ensure that the document is properly completed and all required signatures and authorizations are obtained prior to submitting the
document to the Registrar. For more information see the instructions to the Letter of Transmittal.

The gross proceeds paid to a U.S. Stockholder (as defined below) pursuant to the Offer will be subject to backup withholding tax unless either: (i) the Stockholder has completed and submitted to the withholding agent an
Internal Revenue Service (“IRS”) Form W-9 providing the Stockholder’s taxpayer identification number/social security number and certifying under penalties of perjury: (a) that such number is correct, (b) either that (I) the Stockholder is exempt from
backup withholding, (II) the Stockholder has not been notified by the IRS that the Stockholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (III) the IRS has notified the Stockholder that the
Stockholder is no longer subject to backup withholding, (c) the Stockholder is a U.S. citizen or other U.S. person (as defined in IRS Form W-9), and (IV) the Foreign Account Tax Compliance Act (“FATCA”) code(s) entered on the form (if any) indicating
that the Stockholder is exempt from FATCA reporting is correct; or (ii) an exception applies under applicable law and Treasury regulations.

7

A Foreign Stockholder (as defined below) generally will be able to avoid backup withholding with respect to gross proceeds paid pursuant to the Offer if it furnishes to the withholding agent a properly completed IRS Form
W-8BEN or W-8BEN-E (or other IRS Form W-8, where applicable, or their substitute forms) to establish his or her status as a Foreign Stockholder. Tendering Foreign Stockholders may be subject to U.S. federal withholding tax, even if they submit an
appropriate IRS Form W-8 in order to claim an exemption from backup withholding. For an additional discussion of U.S. federal tax withholding as well as a discussion of certain U.S. federal income tax consequences to tendering Stockholders, see
Section 8, “Certain U.S. Federal Income Tax Consequences of the Offer,” below.

All questions as to the validity, form, eligibility (including time of receipt), payment and acceptance for payment of any tender of Shares will be determined by the Fund, in its sole discretion, which determination
shall be final and binding. The Fund reserves the absolute right to reject any and all tenders of Shares it determines not to be in good order or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Fund also
reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or
waived. Neither the Fund, the Manager, the Investment Adviser, the Information Agent, the Registrar, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders, nor shall any of the foregoing incur
any liability for failure to give any such notification. The Fund’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and instructions thereto) will be final and binding.

Payment for Shares tendered and accepted for payment pursuant to the Offer will be made, in all cases, only after timely receipt of (i) certificates for such Shares by the Registrar or book-entry confirmation of delivery
of such Shares to the account of the Registrar, (ii) a properly completed and duly executed Letter of Transmittal for such Shares, and (iii) any other documents required by the Letter of Transmittal. The tender of Shares pursuant to any of the
procedures described in this Section 3 will constitute an agreement between the tendering Stockholder and the Fund upon the terms and subject to the conditions of the Offer.

The method of delivery of all required documents is at the election and risk of each tendering Stockholder. If delivery is to be by mail, then registered mail with return receipt requested, properly
insured, is recommended.

Book-Entry Delivery Procedure

The Registrar will establish accounts with respect to the Shares at the Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Offer within a week after the date of the Offer. Any financial
institution that is a participant in any of the Book-Entry Transfer Facility’s systems may make delivery of tendered Shares by (i) causing such Book-Entry Transfer Facility to transfer such Shares into the Registrar’s account in accordance with such
Book-Entry Transfer Facility’s procedure for such transfer, and (ii) causing a confirmation of receipt of such delivery to be received by the Registrar (the “Book-Entry Delivery Procedure”). The Book-Entry Transfer Facility may charge the account of
such financial institution for tendering Shares on behalf of Stockholders. Notwithstanding that delivery of Shares may be properly effected in accordance with this Book-Entry Delivery Procedure, the Letter of Transmittal, with signature guarantee, if
required, and all other documents required by the Letter of Transmittal must be transmitted to and received by the Registrar at the appropriate address set forth on the last page of the Offer on or before the Expiration Date. Delivery of the Letter
of Transmittal and any other required documents to a Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility’s procedures does not constitute delivery to the Registrar for purposes of the Offer.

8

4. |

Rights of Withdrawal.

|

Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date (including any date to which the Offer is extended). After the Expiration Date (including any date to which the Offer
is extended), all tenders made pursuant to the Offer are irrevocable.

To be effective, a written notice of withdrawal must be timely received by the Registrar at one of its addresses set forth on the last page of the Offer. Any notice of withdrawal must specify the name of the person who
executed the Letter of Transmittal to be withdrawn, the number of Shares to be withdrawn, and the names in which the Shares to be withdrawn are registered. Any signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If
certificates have been delivered to the Registrar, the name of the registered holder and the serial numbers of the particular certificates evidencing the Shares withdrawn must also be furnished to the Registrar. If Shares have been delivered pursuant
to the Book-Entry Delivery Procedure set forth in Section 3, any notice of withdrawal must specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Shares (which must be the same
name, number, and Book-Entry Transfer Facility from which the Shares were tendered), and must comply with the procedures of that Book-Entry Transfer Facility.

All questions as to the form and validity, including time of receipt, of any notice of withdrawal will be determined by the Fund, in its sole discretion, which determination shall be final and binding. Neither the Fund,
the Fund’s Manager, the Investment Adviser, the Information Agent, the Registrar, nor any other person shall be under any duty to give notification of any defects or irregularities in any notice of withdrawal, nor shall any of the foregoing incur any
liability for failure to give such notification. Any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by following the procedures described in Section 3
at any time prior to the Expiration Date.

If the Fund is delayed in its acceptance for payment of Shares, or is unable to accept for payment Shares tendered pursuant to the Offer, for any reason, then without prejudice to the Fund’s rights under the Offer the
Registrar may, on behalf of the Fund, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering Stockholders are entitled to withdrawal rights as set forth in this Section 4.

5. |

Effect of the Offer; Source and Amount of Funds.

|

The actual cost of the Offer to the Fund cannot be determined at this time because the number of Shares to be purchased will depend on the number tendered, and the price to be paid will be based on the NAV per Share on
the Pricing Date. If the NAV per Share on the Pricing Date were the same as the NAV per Share on April 30, 2026, and if Stockholders tender 10% of the Fund’s outstanding Shares pursuant to the Offer, the estimated payments by the Fund to the
Stockholders would be approximately $35,502,367.93 based on a price per share of $12.53, which is 98% of the Fund’s NAV as determined on April 30, 2026.

The monies to be used by the Fund to purchase Shares pursuant to the Offer will be obtained from cash and from sales of securities in the Fund’s investment portfolio. Although permitted to do so, the Fund does not expect
to borrow money to finance the purchase of any tendered Shares.

The Offer may have certain adverse consequences for tendering and non-tendering Stockholders.

Effect on NAV and Consideration Received by Tendering Stockholders. If the Fund is required to sell a substantial amount of portfolio securities to raise cash to finance the
Offer, the market prices of the Fund’s portfolio securities, and hence the Fund’s NAV, may decline. If such a decline occurs, the Fund cannot predict what its magnitude might be or whether such a decline would be temporary or continue to or beyond
the Pricing Date. Because the price per Share to be paid in the Offer will be dependent upon the NAV as determined on the Pricing Date, if such a decline continued up to the Pricing Date, the consideration received by tendering Stockholders would be
reduced. In addition, the sale of portfolio securities will cause the Fund to incur increased brokerage and related transaction expenses, and the Fund may receive proceeds from the sale of portfolio securities that are less than their valuations by
the Fund. Accordingly, because of the Offer, the Fund’s NAV per Share may decline more than it otherwise might, thereby reducing the amount of proceeds received by tendering Stockholders and the value per Share for non-tendering Stockholders.

9

Stockholders should also note, however, that the Offer may result in accretion to the Fund’s NAV following the Offer due to the fact that the Purchase Price represents a 2% discount to the Fund’s NAV. The potential
accretion to the Fund’s NAV may offset in whole or in part any decline in the Fund’s NAV as discussed above.

The Fund may sell portfolio securities during the pendency of the Offer to raise cash for the purchase of Shares. Thus, during the pendency of the Offer, and possibly for a short time thereafter, the Fund may hold a
greater than normal percentage of its net assets in cash and cash equivalents. The Fund is required by law to pay for tendered Shares it accepts for payment promptly after the Expiration Date of the Offer. Because the Fund will not know the number of
Shares tendered until the Expiration Date, the Fund will not know the amount of cash required to pay for such Shares until the Expiration Date. If on or prior to the Expiration Date the Fund does not have, or believes it is unlikely to have,
sufficient cash to pay for all Shares tendered, it may extend the Offer to allow additional time to sell portfolio securities and raise sufficient cash.

Recognition of Capital Gains. As noted, the Fund may be required to sell portfolio securities pursuant to the Offer. If the Fund’s tax basis for the securities sold is less than
the sale proceeds, the Fund will recognize capital gains. The Fund would expect to declare and distribute any such gains to Stockholders of record (reduced by net capital losses realized during the fiscal year, if any, and available capital loss
carryforwards) during the calendar year. This recognition and distribution of gains, if any, would have two negative consequences: first, to raise cash to make the distributions, the Fund might need to sell additional portfolio securities, thereby
possibly being forced to realize and recognize additional capital gains; and second, Stockholders at the time of a declaration of distributions would be required to pay taxes on a greater amount of capital gain distributions than otherwise would be
the case. It is impossible to predict what the amount of unrealized gains or losses would be in the Fund’s portfolio at the time the Fund is required to liquidate portfolio securities (and hence the amount of capital gains or losses that would be
realized and recognized). The Fund’s semi-annual report for the period ended February 28, 2026 reflected net unrealized appreciation on investments, exclusive of foreign currency, for federal income tax purposes was $91,813,913, of which $128,263,274
related to appreciated securities and $36,449,361 related to depreciated securities. The cost of investments, exclusive of foreign currency of $6,018,497 at February 28, 2026 for federal income tax purposes was $292,693,088. At February 28, 2026, the
components of accumulated earnings on a tax basis consisted of unrealized appreciation on investments and foreign currency transactions of $91,785,362, undistributed ordinary income of $10,652,503, and a capital loss carryforward of $0.

In addition, some of the distributed gains may be realized on securities held for one year or less, which would generate income taxable to the Stockholders at ordinary income rates. This could adversely affect the Fund’s
after-tax performance.

Tax Consequences of Repurchases to Stockholders. The Fund’s repurchase of tendered Shares pursuant to the Offer will have tax consequences for tendering Stockholders and may have
tax consequences for non-tendering Stockholders. For more information see Section 8, “Certain U.S. Federal Income Tax Consequences of the Offer,” below.

Higher Expense Ratio and Less Investment Flexibility. If the Fund purchases a substantial number of Shares pursuant to the Offer, the net assets of the Fund would be reduced
accordingly. The reduced net assets of the Fund that may result following the Offer could result in a higher expense ratio for the Fund, and possibly in less investment flexibility for the Fund, depending on the number of Shares repurchased.

10

6. |

Purpose of the Offer; Past Contracts or Agreements.

|

On June 6, 2025, the Board announced the adoption of a policy pursuant to which the Fund would conduct a conditional tender offer for 10% of its outstanding shares, provided that the Fund’s shares trade at an average
daily market price discount of 9% or greater to NAV during the nine-month measurement period beginning on July 1, 2025 and ending on March 31, 2026. On April 17, 2026 the Board announced that it had completed its review of the Fund’s trading discount
during the nine-month measurement period beginning on July 1, 2025 and ending on March 31, 2026 in connection with the conditional tender offer and determined that the Fund’s shares traded at an average daily market price discount of 10.5% to the
Fund’s net asset value during such nine-month period, satisfying the threshold of 9%. The Board has authorized the Offer because it has the potential to reduce, at least temporarily, the discount from NAV at which the Shares currently trade. There
can be no assurance, however, that this Offer will have the effect of narrowing the discount or that any reduction in the discount will be sustained following the expiration of the Offer.

On May 22, 2026, the Board considered and approved the Offer whereby the Fund agreed that it would offer to purchase, up to 10% of the Fund’s then outstanding Shares at a price equal to 98% of the NAV. The Board has
determined to effect the Offer under Rule 13e-4 of the Exchange Act. Any Shares acquired by the Fund pursuant to the Offer will be retired.

None of the Fund, its Board, the Manager, or the Investment Adviser makes any recommendation to any Stockholder as to whether to tender or refrain from tendering any Shares, and none of such persons has authorized any
person to make any such recommendation. Stockholders are urged to evaluate carefully all information in the Offer, consult their own investment and tax advisers and make their own decisions whether to tender Shares.

Except to the extent described herein, the Fund has no present plans or proposals, and is not engaged in any negotiations, that relate to or would result in: any extraordinary corporate transaction, such as a merger,
reorganization, or liquidation involving the Fund; any purchase, sale, or transfer of a material amount of assets of the Fund (other than in its ordinary course of business); any material changes in the Fund’s present capitalization (except as
resulting from the Offer or otherwise set forth herein); or any other material changes in the Fund’s structure or business.

The Fund does not consider its Level Distribution Plan to be a contract or agreement related to the Offer or an extraordinary corporate transaction, but notes for completeness that on June 6, 2025 when the Board
announced the policy for the Fund’s conditional tender offer, the Board at the same time announced a Level Distribution Plan under which the Fund would pay monthly distributions at an annualized rate of 10% of the Fund’s NAV as of May 31, 2025.  On
May 22, 2026, the Board further announced a “re-leveling” of distributions under the Level Distribution Plan to an annualized rate of 10% of the Fund’s market price as of May 20, 2026, with the new distribution rate to be effective with the July 31,
2026 LDP payment date.

The LDP is intended to provide shareholders with a constant, though not guaranteed, fixed rate of distribution each month. The Board may terminate or modify the parameters of the LDP at any time without prior notice to
the Fund’s shareholders if circumstances warrant. The amendment or termination of the LDP could have an adverse effect on the market price of the Fund’s common shares. Distributions will be made primarily in cash but under the Fund’s
dividend-reinvestment plan, distributions will be made in Fund shares unless a shareholder has elected to receive cash. Shares held with a broker-dealer will receive distributions in cash. Under the LDP, distributions may be derived from any
combination of: (i) net investment income, (ii) realized capital gains, and/or (iii) a return of shareholder capital. Distributions of long-term capital gain may be restricted under SEC regulations. The Fund has received SEC exemptive relief to
permit the Fund to make more frequent distributions of capital gain than otherwise contemplated by such restrictions, subject to various conditions. As of the date hereof, the Fund has not relied on the exemptive relief to make such distributions.
The actual composition for each fiscal year will be reported to shareholders on Form 1099-DIV after year-end. Estimates provided in any monthly notice or in this press release are not intended for tax-reporting purposes and should not be relied upon
as such. An investor should not draw any conclusions about the Fund’s investment performance from the amount of any distribution or from the terms of the LDP. When the Fund refers to the possibility of a return of shareholder capital, this generally
would occur if the Fund has distributed more than its income and net realized capital gain; in that case, some or all of the money that a shareholder invested in the Fund is paid back to the shareholder. A return of capital distribution, if any, does
not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income”. Amounts and sources of distributions reported in notices accompanying a distribution are estimates and are not provided for tax reporting
purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund cannot
predict what effect, if any, the LDP will have on the market price of its shares, or whether such market price will trade at a narrower or wider discount to the net asset value compared to levels prior to the adoption of the LDP.

11

7. |

NAV and Market Price Range of Shares.

|

The Shares are traded on the NYSE. During the Fund’s fiscal quarters for the 24-month period beginning March 31, 2024, the high and low market price per Share during the fiscal quarter, and the market price per Share as
of the close of ordinary trading on the NYSE and NAV as of the last business day of such fiscal quarter, were as follows:

|
  |

Market Price

|
  |
  |
  |
  |

Fiscal Quarter Ended

|
  |

High

|
  |
  |

Low

|
  |
  |

Close

|
  |
  |

NAV

|
  |

March 31, 2024

|
  |

$

|

8.03

|
  |
  |

$

|

7.50

|
  |
  |

$

|

7.98

|
  |
  |

$

|

9.60

|
  |

June 30, 2024

|
  |

$

|

7.87

|
  |
  |

$

|

7.49

|
  |
  |

$

|

7.59

|
  |
  |

$

|

9.42

|
  |

September 30, 2024

|
  |

$

|

8.27

|
  |
  |

$

|

7.13

|
  |
  |

$

|

8.27

|
  |
  |

$

|

10.06

|
  |

December 31, 2024

|
  |

$

|

8.25

|
  |
  |

$

|

7.50

|
  |
  |

$

|

7.67

|
  |
  |

$

|

9.45

|
  |

March 31, 2025

|
  |

$

|

8.48

|
  |
  |

$

|

7.50

|
  |
  |

$

|

8.39

|
  |
  |

$

|

9.79

|
  |

June 30, 2025

|
  |

$

|

9.74

|
  |
  |

$

|

7.65

|
  |
  |

$

|

9.64

|
  |
  |

$

|

11.08

|
  |

September 30, 2025

|
  |

$

|

10.94

|
  |
  |

$

|

9.53

|
  |
  |

$

|

10.54

|
  |
  |

$

|

11.99

|
  |

December 31, 2025

|
  |

$

|

11.08

|
  |
  |

$

|

9.96

|
  |
  |

$

|

11.08

|
  |
  |

$

|

12.09

|
  |

March 31, 2026

|
  |

$

|

12.74

|
  |
  |

$

|

10.46

|
  |
  |

$

|

10.90

|
  |
  |

$

|

11.97

|
  |

During the pendency of the Offer, any distributions will be paid on the regularly scheduled distribution payment dates.

8. |

Certain U.S. Federal Income Tax Consequences of the Offer.

|

The following discussion is a general summary of certain U.S. federal income tax consequences to participating Stockholders of the Fund’s repurchase of Shares pursuant to the Offer. This summary is based upon the
Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the IRS (including administrative interpretations and practices expressed in
private letter rulings which are binding on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial decisions, all as currently in effect and all of which are subject to differing interpretations
or to change, possibly with retroactive effect. This summary does not address any proposals to modify such tax laws. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax
considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. This summary assumes that the Fund is and will remain a regulated investment company (“RIC”) for U.S. federal
income tax purposes for the taxable year that includes the purchase of Shares pursuant to the Offer. Except as otherwise discussed below, this summary does not discuss the impact that U.S. state and local taxes and taxes imposed by non-U.S.
jurisdictions could have on the matters discussed in this summary. This summary does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular Stockholder in light of its investment or tax circumstances
or to Stockholders subject to special tax rules, such as U.S. expatriates; persons who mark-to-market Shares; subchapter S corporations; U.S. Stockholders whose functional currency is not the U.S. dollar; financial institutions; insurance companies;
broker-dealers; RICs; real estate investment trusts; trusts and estates; persons holding Shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment; persons subject to the alternative
minimum tax; persons holding their Shares through a partnership or similar pass-through entity; tax-exempt organizations; investors in tax deferred accounts such as a 401(k) plan or an individual retirement account; and Stockholders subject to
special tax accounting rules as a result of their use of “applicable financial statements” (within the meaning of Section 451(b)(3) of the Code). Unless otherwise noted, this discussion applies only to U.S. Stockholders that hold Shares as capital
assets, which generally means as property held for investment. A “U.S. Stockholder” is an individual who is a citizen or resident of the United States; a U.S. corporation (including an entity treated as a corporation); a trust if it (i) is subject to
the primary supervision of a court in the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) has made a valid election to be treated as a U.S. person; or any estate the income of
which is subject to U.S. federal income tax regardless of its source. A “Foreign Stockholder” is a beneficial owner of Shares that is not a U.S. Stockholder and is not treated as a partnership for U.S. federal income tax purposes. Current and
prospective Stockholders are urged to consult their own tax advisers with respect to the specific U.S. federal, state, local and non-U.S. tax consequences of investing in the Fund.

12

The Fund’s repurchase of Shares pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes, either as a “sale or exchange,” or under certain circumstances, as a “dividend.” Under Section
302(b) of the Code, the Fund’s repurchase of Shares pursuant to the Offer generally will be treated as a “sale or exchange” if the receipt of cash by the Stockholder: (i) results in a “complete redemption” of the Stockholder’s interest in the Fund,
(ii) is “substantially disproportionate” with respect to the Stockholder, or (iii) is “not essentially equivalent to a dividend” with respect to the Stockholder. In determining whether any of these tests has been met, Shares actually owned, as well
as Shares considered to be owned by the Stockholder by reason of certain constructive ownership rules set forth in Section 318 of the Code, generally must be taken into account. Further, in the event the Offer is oversubscribed, resulting in a
proration, it is likely that less than all the Shares tendered by a stockholder will be purchased by the Fund. Proration may affect whether the Fund’s repurchase of Shares from a Stockholder will satisfy the tests described in clauses (i), (ii), or
(iii) above. A “substantially disproportionate” redemption generally requires a reduction of more than 20% in the Stockholder’s proportionate interest in the Fund after all repurchases of Shares from all Stockholders pursuant to the Offer are taken
into account and also requires the Stockholder to own less than 50% of the Fund immediately after the redemption. A “complete redemption” of a Stockholder’s interest generally requires that all Shares of the Fund owned by the Stockholder be disposed
of. A redemption “not essentially equivalent to a dividend” requires that there be a “meaningful reduction” in the Stockholder’s proportionate interest in the Fund. The IRS has indicated in a published ruling that, in the case of a minority
stockholder in a publicly held corporation whose relative stock investment in the corporation was minimal and who exercised no control over corporate affairs, a small reduction in the percentage ownership interest of such stockholder in such
corporation was sufficient to constitute a “meaningful reduction.” Stockholders seeking to rely on this test should consult their own tax advisers as to the application of this particular standard to their own situations.

If the Fund’s repurchase of Shares pursuant to the Offer qualifies for sale or exchange treatment under Section 302(b) of the Code, a Stockholder will recognize gain or loss equal to the difference between (i) the cash
received by the Stockholder pursuant to the Offer and (ii) the Stockholder’s adjusted tax basis in the Shares surrendered. Assuming the Shares are held as capital assets, such recognized gain or loss will be capital gain or loss. If the Shares were
held longer than one year, such capital gain or loss will be long-term. If the Shares were held for one year or less, such capital gain or loss will be short-term. However, any loss upon an exchange of Shares held for six months or less will be
treated as a long-term capital loss to the extent of distributions received or deemed received from the Fund that were treated as long-term capital gain. In addition, under certain “wash sales” rules, recognition of a loss on Shares tendered pursuant
to the Offer will ordinarily be disallowed to the extent a Stockholder acquires Shares within 30 days before or after the date Shares are repurchased pursuant to the Offer and, in that event, the basis and holding period of the Shares acquired will
be adjusted to reflect the disallowed loss. The deductibility of capital losses is subject to a number of limitations under the Code.

If the requirements of Section 302(b) of the Code are not met, a Stockholder will be treated as receiving a distribution with respect to its Shares. Any such distribution will be treated as a taxable “dividend” to the
extent of such Stockholder’s allocable share of the Fund’s current or accumulated earnings and profits. To the extent that amounts received exceed such Stockholder’s allocable share of the Fund’s current and accumulated earnings and profits, such
excess will constitute a non-taxable return of capital (to the extent of the Stockholder’s adjusted basis in its Shares), and any amounts in excess of the Stockholder’s adjusted basis will constitute taxable capital gain (which will be long-term or
short-term depending on such Stockholder’s applicable holding period for the Shares tendered). Any remaining adjusted basis in the Shares tendered to the Fund will be transferred to any remaining Shares held by such Stockholder. In addition, if the
Fund’s repurchase of Shares pursuant to the Offer is treated as a dividend to a tendering Stockholder, the IRS could take the position that Stockholders who do not participate in such repurchase of Shares should be treated as receiving a constructive
stock distribution taxable as a dividend in the amount of the increased percentage ownership in the earnings and assets of the Fund as a result of the repurchase, even though such Stockholder did not actually receive cash or other property as a
result of such repurchase. An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of
Shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceed certain threshold amounts.
Stockholders should consult their tax advisers regarding the applicability of the Medicare tax to their sale of Shares pursuant to the Offer.

13

Foreign Stockholders. Any payments to a tendering Foreign Stockholder that are treated as dividends for U.S. federal income tax purposes under the rules set forth above, will be
subject to U.S. withholding tax at the rate of 30% (unless a reduced rate applies under an applicable tax treaty). A tendering Foreign Stockholder who realizes a gain as a result of the Fund’s repurchase of Shares pursuant to the Offer that qualifies
for sale or exchange treatment under Section 302(b) of the Code will generally not be subject to U.S. federal income tax on such gain unless (i) the Stockholder is an individual who is physically present in the United States for 183 days or more and
certain other conditions exist or (ii) the gain is effectively connected with the Foreign Stockholder’s conduct of a U.S. trade or business (and, if required under an applicable income tax treaty, is attributable to a U.S. permanent establishment).
Such persons are advised to consult their own tax adviser. Special rules may apply in the case of Foreign Stockholders (i) that are engaged in a U.S. trade or business, (ii) that are former citizens or residents of the U.S., or (iii) that have a
special status for U.S. federal tax purposes, such as “controlled foreign corporations,” “foreign personal holding companies,” corporations that accumulate earnings to avoid U.S. federal income tax, and certain foreign charitable organizations. Such
persons are advised to consult their own tax adviser. Because an applicable withholding agent may be unable to determine whether a particular Foreign Stockholder is entitled to sale or exchange treatment under Section 302(b) of the Code, the
withholding agent may treat all or a portion of the payment to such Foreign Stockholder as a dividend distribution subject to U.S. federal withholding tax at a rate of 30% (or such lower rate as may apply under an applicable income tax treaty),
unless an exemption from withholding is applicable. A Foreign Stockholder may be eligible to obtain a refund from the IRS of all or a portion of any tax withheld if the Fund’s repurchase of Shares pursuant to the Offer qualified for sale or exchange
treatment under Section 302(b) of the Code described above or if the Foreign Stockholder is otherwise able to establish that no tax or a reduced amount of tax is due and files a U.S. federal tax return seeking such refund. In addition, if the Fund’s
repurchase of Shares pursuant to the Offer is treated as a dividend to a tendering Stockholder, the IRS could take the position that Foreign Stockholders who do not participate in such repurchase of Shares should be treated as receiving a
constructive stock distribution taxable as a dividend in the amount of the increased percentage ownership in the Fund as a result of the repurchase, even though such Foreign Stockholder did not actually receive cash or other property as a result of
such repurchase, and any such constructive dividend could be subject to U.S. withholding tax. Foreign Stockholders are urged to consult their own tax advisers regarding the application of federal income tax withholding, including eligibility for a
withholding tax reduction or exemption, and the refund procedure.

Backup Withholding. The gross proceeds paid to a U.S. Stockholder pursuant to the Offer will be subject to backup withholding tax unless either: (i) the Stockholder has completed
and submitted to the withholding agent an IRS Form W-9 providing the Stockholder’s taxpayer identification number/social security number and certifying under penalties of perjury: (a) that such number is correct, (b) either that (I) the Stockholder
is exempt from backup withholding, (II) the Stockholder has not been notified by the IRS that the Stockholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (III) the IRS has notified the Stockholder
that the Stockholder is no longer subject to backup withholding, (c) the Stockholder is a U.S. citizen or other U.S. person (as defined in IRS Form W-9), and (IV) the FATCA code(s) entered on the form (if any) indicating that the Stockholder is
exempt from FATCA reporting is correct; or (ii) an exception applies under applicable law and Treasury regulations. A Foreign Stockholder generally will be able to avoid backup withholding with respect to gross proceeds paid pursuant to the Offer if
it furnishes to the withholding agent a properly completed IRS Form W-8BEN or W-8BEN-E (or other IRS Form W-8, where applicable, or their substitute forms) to establish his or her status as a Foreign Stockholder. Backup withholding is not an
additional tax, and any amounts withheld may be credited against a Stockholder’s U.S. federal income tax liability.

FATCA. Under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) and applicable U.S. Treasury regulations
promulgated thereunder, U.S. federal withholding tax generally may be imposed at a rate of 30% on amounts paid to a tendering Stockholder that is a foreign financial institution or a non-financial foreign entity unless such foreign financial
institution or non-financial foreign entity establishes an exemption from such withholding tax under FATCA with the applicable withholding agent. Foreign Stockholders are urged to consult their own tax advisers to determine the effect, if any, of
FATCA on their participation in the Offer.

14

9. |

Certain Information Concerning the Fund, the Fund’s Manager and the Fund’s Investment Adviser.

|

The Fund is a closed-end, diversified management investment company organized as a Maryland corporation and its investment operations commenced on March 21, 1990. As a closed-end management investment company, the Fund
differs from an open-end investment company ( i.e ., a mutual fund) in that it does not redeem its Shares at the election of a Stockholder and does not continuously offer its Shares for sale to the public. The
Fund’s investment objective is to seek long-term capital appreciation through investments primarily in smaller capitalization Japanese equity securities.

The principal executive offices and business address of the Fund are located at Worldwide Plaza, 309 West 49th Street, New York, New York 10019-7316. The Fund’s business telephone number is 1-800-833-0018.

Nomura Asset Management U.S.A. Inc. (“NAM-U.S.A”), the Manager, a wholly owned subsidiary of Nomura Asset Management Co., Ltd. (“NAM”), serves as the manager to the Fund. The Manager is a New York corporation and a
registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The principal business address of the Manager is Worldwide Plaza, 309 West 49th Street, New York, New York 10019-7316.

NAM serves as investment adviser to the Fund and is the parent company of NAM-U.S.A. NAM is wholly owned by Nomura Holdings, Inc., a Japanese public company. NAM is authorized as an investment trust management company
under the Japan Financial Instruments and Exchange Act and a registered investment adviser under the Advisers Act. The principal business address of NAM is 2-2-1, Toyosu, Koto-ku, Tokyo 135-0061, Japan.

The Fund is subject to the information and reporting requirements of the 1940 Act and in accordance therewith is obligated to file reports and other information with the U.S. Securities and Exchange Commission (“SEC”)
relating to its business, financial condition and other matters. The Fund has also filed an Issuer Tender Offer Statement on Schedule TO with the SEC. Such reports and other information should be available to the public, free of charge, on the SEC’s
internet site (http://www.sec.gov). Copies may be obtained, by mail, upon payment of the SEC’s customary charges, by writing to its principal office at 100 F Street, N.E., Washington, D.C. 20549.

10. |

Interests of Directors and Officers; Transactions and Arrangements Concerning the Shares.

|

The directors and executive officers of the Fund and the approximate aggregate number and percentage of the Shares each of them beneficially owned as of April 30, 2026, is set forth in the table below. The address of
each of them is in care of the Fund at Worldwide Plaza, 309 West 49th Street, New York, New York 10019-7316.

Name

|
  |

Position

|
  |

Number of Shares

Beneficially Owned

|
  |

Percentage of Shares

Beneficially Owned

|

David B. Chemidlin

|
  |

Independent Director

|
  |

2,432

|
  |

0.008583%

|

Tina Jones

|
  |

Independent Director

|
  |

950

|
  |

0.003353%

|

Arthur B. Laby

|
  |

Independent Director

|
  |

3,306

|
  |

0.011668%

|

Marcia L. MacHarg

|
  |

Independent Director

|
  |

945

|
  |

0.003335%

|

Paige P. Ouimet

|
  |

Independent Director

|
  |

3,376.655

|
  |

0.011918%

|

Yusuke Andoh

|
  |

Interested Director, President and Chief Executive Officer

|
  |

0

|
  |

0

|

Shinichi Masuda

|
  |

Chief Administrative Officer

|
  |

0

|
  |

0

|

Michael A. Morrongiello

|
  |

Vice President

|
  |

0

|
  |

0

|

Maria R. Premole

|
  |

Vice President

|
  |

0

|
  |

0

|

Neil A. Daniele

|
  |

Chief Compliance Officer

|
  |

0

|
  |

0

|

Thomas Perugini

|
  |

Treasurer

|
  |

0

|
  |

0

|

As of April 30, 2026, the directors and executive officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund.

15

Neither the Fund nor, to the best of the Fund’s knowledge, the Fund’s directors or executive officers, or associates of any of the foregoing, has effected any transaction in the Shares, except for automatic dividend
reinvestment, during the past 60 days.

Except as set forth in the Offer, neither the Fund, nor, to the best of the Fund’s knowledge, any of the Fund’s officers or directors, is a party to any contract, arrangement, understanding or relationship with any other
person relating, directly or indirectly, to the Offer with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities,
joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. The Fund has been advised that no Director or executive officer of the Fund
intends to tender Fund Shares pursuant to the Offer. The Offer does not, however, restrict the purchase of Fund Shares pursuant to the Offer from any such person.

11. |

Certain Legal Matters; Regulatory Approvals.

|

The Fund is not aware of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of
Shares by the Fund as contemplated herein. Should any such approval or other action be required, the Fund presently contemplates that such approval or other action will be sought. The Fund is unable to predict whether it may determine that it is
required to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained, or would be
obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Fund’s business. The Fund’s obligations under the Offer to accept for payment and pay for Shares
are subject to certain conditions described in Section 12.

12. |

Certain Conditions of the Offer.

|

Notwithstanding any other provision of the Offer, the Fund shall not be required to accept for payment or pay for any Shares, may postpone the acceptance for payment of, or payment for, tendered Shares, and may, in its
reasonable discretion, terminate or amend the Offer as to any Shares not then paid for if (1) such transactions, if consummated, would (a) result in delisting of the Fund’s Shares from the NYSE or (b) impair the Fund’s status as a RIC under the Code
(which would make the Fund subject to U.S. federal income taxes on all of its income and gains in addition to the taxation of Stockholders who receive distributions from the Fund); (2) the amount of Shares tendered would require liquidation of such a
substantial portion of the Fund’s securities that the Fund would not be able to liquidate portfolio securities in an orderly manner in light of the existing market conditions, and such liquidation would have an adverse effect on the NAV of the Fund
to the detriment of non-tendering Stockholders; (3) there is any (a) in the Board’s judgment, material legal action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting the Fund, (b)
suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), or the National Association of Securities Dealers Automated Quotation System, (c) declaration of a banking moratorium by
federal or state authorities or any suspension of payment by banks in the United States or New York State, (d) limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit
by lending institutions, (e) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any foreign country in which the Fund invests or which is material to the Fund, or
(f) in the Board’s judgment, any other event or condition which would have a material adverse effect on the Fund or its Stockholders if tendered Shares were purchased; or (4) determination by the Board that effecting any such transaction would
constitute a breach of their fiduciary duty owed to the Fund or its Stockholders.

The foregoing conditions are for the sole benefit of the Fund and may be asserted by the Fund regardless of the circumstances (including any action or inaction by the Fund) giving rise to any such conditions or may be
waived by the Fund in whole or in part at any time and from time to time in its sole discretion. The failure by the Fund at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be
deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section shall be final and binding on all parties.

16

A public announcement shall be made of a material change in, or waiver of, such conditions, and the Offer may, in certain circumstances, be extended in connection with any such change or waiver.

If the Offer is suspended or postponed, the Fund will provide notice to Stockholders of such suspension or postponement.

13. |

Fees and Expenses.

|

The Fund will pay all fees and expenses associated with the Offer. The Fund will not pay to any broker or dealer, commercial bank, trust company or other person any solicitation fee for any Shares purchased pursuant to
the Offer. The Fund will reimburse such persons for customary handling and mailing expenses incurred in forwarding the Offer. No such broker, dealer, commercial bank or trust company has been authorized to act as the agent of the Fund or the
Registrar for purposes of the Offer.

The Fund has retained Computershare Trust Company, N.A. to act as Registrar and Georgeson LLC to act as Information Agent. The Registrar and the Information Agent will each receive reasonable and customary compensation
for their services and will also be reimbursed for certain out-of-pocket expenses, and will be indemnified against certain liabilities by the Fund.

14. |

Miscellaneous.

|

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which making the Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. The Fund may, in its sole discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction.

The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of Shares in connection therewith would not be in compliance with the laws of such jurisdiction. Consequently, the Offer is
currently being made to all holders of Shares. However, the Fund reserves the right to exclude Stockholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Fund makes a good faith effort to comply
with any state law deemed applicable to the Offer, the Fund believes that the exclusion of Stockholders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act.

15. |

Contacting the Registrar and the Information Agent.

|

The Letter of Transmittal, certificates for the Shares and any other required documents should be sent by each Stockholder of the Fund or his or her broker-dealer, commercial bank, trust company or other nominee to the
Registrar as set forth below.

The Registrar for the Offer is:

By First Class Mail:

Computershare Trust Company, N. A.

Voluntary Corporate Actions

P.O. Box 43011

Providence, RI 02940

17

By All Trackable and Overnight Mail:

Computershare Trust Company, N.A.

Voluntary Corporate Action

150 Royall Street, Suite V

Canton, MA 02021

Any questions or requests for assistance or additional copies of the Offer, the Letter of Transmittal, and other documents may be directed to the Information Agent at its telephone number and location listed below. Stockholders may also contact
their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

51 West 52nd Street, 6th Floor

New York, NY  10019

Shareholders, Banks and Brokers

Toll Free: (866) 539-8375

Outside the U.S. and Canada: (646) 922-9326

June 1, 2026

18

### EX-99.(A)(1)(II) - EXHIBIT (A)(1)(II)
EX-99.(A)(1)(II)
3
ny20074859x2_exa1ii.htm
EXHIBIT (A)(1)(II)

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

REGARDING COMMON STOCK OF

JAPAN SMALLER CAPITALIZATION FUND, INC.

TENDERED PURSUANT TO THE OFFER TO PURCHASE

DATED JUNE 1, 2026

The Offer to Purchase and withdrawal rights will expire, and this Letter of Transmittal (which together with the Offer to Purchase constitute the “Offer”) must be received by 5:00 p.m., Eastern
Standard Time, on July 1, 2026, unless the Offer is extended.

Complete this Letter of Transmittal and Return by Mail to:

The Registrar for the Offer is:

By First Class Mail:

Computershare Trust Company, N. A.

Voluntary Corporate Actions

P.O. Box 43011

Providence, RI 02940

By All Trackable and Overnight Mail:

Computershare Trust Company, N. A.

Voluntary Corporate Action

150 Royall Street, Suite V

Canton, MA 02021

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.

1

|

DESCRIPTION OF SHARES TENDERED

|

|
  |

|

Name(s) and Address(es) of Registered Holder(s) (Please Fill in, if Blank, Exactly as Name(s) Appear(s) on Share Certificate(s))

|

Shares Tendered (Attach additional signed list, if necessary)

|

|

[REGISTRATION

ADDRESS LINE 1

ADDRESS LINE 2

ADDRESS LINE 3

ADDRESS LINE 4

CPU ACCOUNT NUMBER]

|
  |

Share Certificate Number(s)

|
  |

Total Number of Shares Represented by Share Certificate(s) (1)

|
  |

Total Number of Shares Represented by Book entry (Electronic Form) Tendered

|
  |

Total Number of Shares Tendered (2)

|
  |

|
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |

|
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |

|
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |

|
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |

|
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |

|

Total Shares

|
  |
  |
  |
  |
  |
  |
  |
  |
  |

|
  |
  |
  |
  |
  |
  |
  |
  |
  |
  |

|

(1)  Book-entry stockholders need not complete this column.

(2)  Unless a lower number of Shares to be tendered is otherwise indicated, it will be assumed that all Shares described above are being tendered.

|

|
  |

2

☐        THE UNDERSIGNED ALSO TENDERS ALL UNCERTIFICATED SHARES HELD IN THE NAME(S) OF THE UNDERSIGNED BY THE FUND’S TRANSFER AGENT PURSUANT TO THE FUND’S DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN, IF ANY.

☐        THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY, SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED UNDER SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“THE CODE”).

A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED BY EACH REGISTERED OWNER OF SHARES WHICH ARE CONSIDERED TO BE CONSTRUCTIVELY OWNED BY THE UNDERSIGNED.

This Letter of Transmittal is to be used (a) if you desire to effect the tender transaction yourself, (b) if you intend to request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you and the
Shares are not registered in the name of such broker, dealer, commercial bank, trust company or other nominee, and (c) by a broker, dealer, commercial bank, trust company or other nominee effecting the transaction as a registered owner or on behalf
of a registered owner. To accept the Offer in accordance with its terms, a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s), any certificates representing Shares
tendered, and any other documents required by this Letter of Transmittal must be received by Computershare Trust Company, N. A. (the “Registrar”) at the address set forth above and must be received by the Registrar prior to 5:00 p.m. Eastern Standard
Time on July 1, 2026 (the “Expiration Date”), or, if the Offer is extended, the later date to which the Expiration Date has been extended. Delivery of documents to a book-entry transfer facility does not constitute delivery to the Registrar.

The boxes below are to be checked by Eligible Guarantors only.

☐          CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST COMPANY (“DTC”) AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: |

|
  |

DTC Participant Number:

|

|
  |

Name(s) of Registered Holder(s):

|

|
  |

Window Ticket Number (if any):

|

|
  |

DTC Participant Number

|

(if delivered by book-entry transfer): |
  |
  |

3

Ladies and Gentlemen:

The undersigned hereby tenders to Japan Smaller Capitalization Fund, Inc. (the “Fund”), a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end,
diversified management investment company, the common shares of the Fund (“Shares”) for purchase by the Fund at a price equal to 98% of the net asset value (“NAV”) per Share in U.S. dollars (the “Purchase Price”) as of the close of regular trading on
the New York Stock Exchange (“NYSE”) on the day after the offer expires, July 2, 2026 (the “Pricing Date”), and upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 1, 2026, receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the Offer to Purchase constitute the “Offer”). Each term used in this Letter of Transmittal that is not otherwise defined herein shall have the meaning in the Offer to Purchase,
dated June 1, 2026.

THE TENDER OFFER AND THIS LETTER OF TRANSMITTAL ARE SUBJECT TO ALL THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF THE FUND TO REJECT ANY AND ALL TENDERS
DETERMINED BY THE FUND, IN ITS SOLE DISCRETION, TO NOT BE IN THE APPROPRIATE FORM.

Subject to, and effective upon, acceptance for payment of, or payment for, Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended,
the terms or conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to the Fund all right, title and interest in and to all of the Shares that are being tendered hereby that are being purchased pursuant to
the Offer and hereby irrevocably constitutes and appoints the Fund as attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an
interest) to (a) present certificates for such Shares, if any, for cancellation and transfer on the Fund’s books and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all
in accordance with the terms and subject to the conditions set forth in the Offer. The undersigned hereby warrants that the undersigned has full authority to sell, assign and transfer the Shares tendered hereby and that the Fund will acquire good,
marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and not subject to any
adverse claim, when and to the extent the same are purchased by it.

The undersigned represents and warrants that (a) upon request, the undersigned will execute and deliver any additional documents that the Fund or the Registrar deems necessary or desirable to complete the assignment,
transfer and purchase of the Shares tendered hereby, and (b) the undersigned has read and agrees to all of the terms and conditions of the Offer.

The undersigned hereby represents and warrants that the undersigned, if a broker, dealer, commercial bank, trust company or other nominee, has obtained the tendering Stockholder’s instructions to tender pursuant to the
terms and conditions of the Offer in accordance with the letter from the Fund to brokers, dealers, commercial banks, trust companies and other nominees.

The names and addresses of the registered owners should be printed as on the registration of the Shares. If the Shares tendered hereby are in certificate form, the certificates representing such Shares must be returned
together with this Letter of Transmittal.

The undersigned recognizes that, under certain circumstances as set forth in the Offer, the Fund may amend, extend or terminate the Offer or may not be required to purchase any of the Shares tendered hereby. In any such
event, the undersigned understands that certificates for the Shares not purchased, if any, will be returned to the undersigned at its registered address unless otherwise indicated under the Special Delivery Instructions below. The undersigned
recognizes that the Fund has no obligation, pursuant to the Special Payment Instructions set forth below, to transfer any Shares from the name of the registered owner thereof if the Fund purchases none of such Shares.

The undersigned understands that acceptance of Shares by the Fund for payment will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer.

4

Payment of the purchase price for the Shares tendered by the undersigned will be made as described in the Offer to Purchase. For any check issued, the check for the purchase price of the tendered Shares purchased will be
issued to the order of the undersigned and mailed to the address indicated, unless otherwise indicated below in the box entitled Special Payment Instructions or the box entitled Special Delivery Instructions. The Fund will not pay interest on the
purchase price under any circumstances.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and all obligations of the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.

Except as stated in the Offer to Purchase, this tender is irrevocable.

No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein and in the Letter of Transmittal, and if given or made, such information
or representations may not be relied upon as having been authorized by Japan Smaller Capitalization Fund, Inc. (the “Fund”).

5

SPECIAL PAYMENT INSTRUCTIONS

To be completed ONLY if any certificate for Shares not purchased and/or the purchase price of Shares accepted for payment is to be issued in the name of someone other than the undersigned. Please refer to Instruction 1 for additional information
related to the Guarantee of Signatures.

Issue |
☐ Check to: |

|
☐ Certificate(s) or book-entry to: |

Name(s):

|

|

(Please Print)

|

Address(es):

|

|

(Include Zip Code) |

|

(Taxpayer Identification or Social Security Numbers) |

6

SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if any certificate for Shares not purchased and/or the purchase price of Shares accepted for payment is to be delivered to someone other than the registered owners, or to the registered owners at an address other than that
shown above. Please refer to Instruction 1 for additional information related to the Guarantee of Signatures.

Issue |
☐ Check to: |

|
☐ Certificate(s) or book-entry to: |

Name(s):

|

|

(Please Print)

|

Address(es):

|

|

(Include Zip Code) |

|

(Taxpayer Identification or Social Security Numbers) |

7

IMPORTANT: STOCKHOLDERS SIGN HERE

(Please complete IRS Form W-9 below or appropriate IRS Form W-8)

Signature(s) of Owner(s):

|

|

Dated:

|

|

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or by person(s) authorized to become registered holder(s) of stock certificate(s) as evidenced by endorsement or stock powers
transmitted herewith. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, the full title of the person should be set forth. See
Instruction 7.)

Name(s):

|

|

(Please Print)

|

Capacity

(full title):

|

|

Address(es):

|

|

(Include Zip Code) |

Daytime Area Code and Telephone Number:

|

|

|
  |

Taxpayer Identification or Social Security No.: |

|

Complete accompanying IRS Form W-9 or appropriate IRS Form W-8.

GUARANTEE OF SIGNATURE(S)

(Please Print Except for Signature)

Authorized Signature:

|

|

Name:

|

|

Title:

|

|

Name of Firm:

|

|

Address, including Zip Code: |

|

|
  |

Telephone Number, including Area Code: |

|

Dated: |
  |
, 2026 |
  |

8

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1.            Guarantee of Signatures . No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is
signed by the registered holders of Shares tendered hereby (including, for purposes of this document, any participant in the book-entry transfer facility of The Depository Trust Company (“DTC”) whose name appears on DTC’s security position listing as
the owner of Shares), unless such holders have completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” included in this Letter of Transmittal, or (b) the Shares are tendered for the account
of a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, or by a commercial bank or trust company having an office, branch or agency in the United States (each an “Eligible Guarantor”). In all
other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor. See Instruction 7.

2.            Delivery of Letter of Transmittal and Certificates . This Letter of Transmittal is to be used (a) if Shares are to be forwarded
herewith, (b) if uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s dividend reinvestment plan are to be tendered, or (c) if tenders are to be made by book-entry transfer to the account maintained by the Registrar pursuant
to the procedure set forth in Section 3 of the Offer to Purchase.

THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, AND ANY PROCESSING FEE IS AT THE OPTION AND SOLE RISK
OF THE TENDERING STOCKHOLDER. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Delivery will be deemed made only when actually received by the Registrar. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Stockholders have the responsibility to tender their Shares (in
proper certificated or uncertificated form), this Letter of Transmittal properly completed and bearing original signatures and the original of any required signature guarantees, and any other documents required by this Letter of Transmittal to be
timely delivered in accordance with the Offer.

The Fund will not accept any alternative, conditional or contingent tenders. All tendering Stockholders, brokers, dealers, commercial banks, trust companies and other nominees, by execution of this Letter of Transmittal, waive any right to receive
any notice of the acceptance of their tender.

3.            Lost Certificates . In the event that any Stockholder of the Fund is unable to deliver to the Registrar certificates
representing his or her Shares of the Fund due to the loss or destruction of such certificates, the Stockholder should contact the Fund’s transfer agent, Computershare Trust Company, N.A., at 1-800-637-2304 to report the lost securities. The transfer
agent will forward additional documentation which such Stockholder must complete in order to effectively surrender such lost or destroyed certificates (including affidavits of loss and indemnity bonds in lieu thereof). There may be a fee in respect
of lost or destroyed Fund certificates, but surrenders hereunder regarding such lost certificates will be processed only after such documentation has been submitted to and approved by the transfer agent.

4.            Inadequate Space . If the space provided in any of the boxes to be completed is inadequate, the necessary information should be
listed on a separate schedule signed by all of the required signatories and attached hereto.

5.            Proration . The Fund is offering to purchase up to 2,833,389 of its outstanding Shares of common stock. If Stockholders tender
(and do not withdraw) more than 2,833,389 Shares for purchase by the Fund, the Fund will purchase duly tendered Shares from participating Stockholders on a pro rata basis, disregarding fractions, based upon the number of Shares each Stockholder
tenders for purchase and does not timely withdraw, unless the Fund determines not to purchase any Shares. The Fund does not intend to increase the number of Shares that it is offering to purchase, even if Stockholders tender more than the maximum
number of Shares to be purchased by the Fund in the Offer.

9

6.            Stock Transfer Taxes . The Fund will pay all transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant
to the Offer. If, however, payment of the purchase price is to be made to, or if unpurchased Shares were registered in the name of, any person other than the tendering Stockholder, or if any tendered certificates are registered or the Shares tendered
are held in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of such transfer will be the
responsibility of the Stockholder and satisfactory evidence of the payment of such taxes, or exemption therefrom, may need to be submitted.

7.            Signatures on Letter of Transmittal, Authorizations and Endorsements .

a.

|

If this Letter of Transmittal is signed by the registered holders of the Shares tendered hereby, the signatures must correspond with the names as written on the face of the certificates for the Shares tendered without alteration,
enlargement or any change whatsoever.

|

b.

|

If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

|

c.

|

If any of the tendered Shares are registered in different names on several certificates, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.

|

d.

|

If this Letter of Transmittal or any certificate for Shares tendered or stock powers relating to Shares tendered are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting
in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted. Signatures on such instructions must be guaranteed by an
Eligible Guarantor.

|

e.

|

If this Letter of Transmittal is signed by the registered holders of the Shares transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to, or certificates for Shares not
purchased are to be issued in the name of, a person other than the registered holders. Signatures on such certificates or stock powers must be guaranteed by an Eligible Guarantor.

|

f.

|

If this Letter of Transmittal is signed by a person other than the registered holders of the certificates listed thereon, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the
names of the registered holders appear on the certificates for the Shares involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Guarantor.

|

8.            Special Payment and Delivery Instructions . If certificates for unpurchased Shares and/or payment is to be issued in the name
of a person other than the registered owners or if such certificates and/or payment is to be sent to someone other than the registered owners or to the registered owners at a different address, the captioned boxes “Special Payment Instructions”
and/or “Special Delivery Instructions” in this Letter of Transmittal must be completed. Signatures on such instructions must be guaranteed by an Eligible Guarantor.

9.            Determinations of Validity . All questions as to the validity, form, eligibility (including time of receipt) and acceptance of
tenders will be determined by the Fund, in its sole discretion, whose determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in appropriate form or to refuse to accept for
payment, purchase or pay for, any Shares if, in the opinion of the Fund’s counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect
in any tender, whether generally or with respect to any particular Shares or Stockholders. The Fund’s interpretations of the terms and conditions of the Offer (including these instructions) shall be final and binding. By tendering Shares to the Fund,
you agree to accept all decisions the Fund makes concerning these matters and waive any right you might otherwise have to challenge those decisions.

10

NONE OF THE FUND, ITS BOARD OF DIRECTORS, THE FUND’S INVESTMENT ADVISER, THE REGISTRAR OR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR
FAILURE TO GIVE ANY SUCH NOTICE.

10.          Procedures for Participants in the Dividend Reinvestment Plan. Holders of Shares acquired through the Fund’s dividend
reinvestment plan may tender such Shares by completing the appropriate section of this Letter of Transmittal. If a Stockholder tenders Shares acquired through the dividend reinvestment plan, all such Shares credited to such Stockholder’s account(s)
will be tendered, unless the Stockholder otherwise specifies in this Letter of Transmittal. If a Stockholder does not complete the section of this Letter of Transmittal to tender Shares acquired through the dividend reinvestment plan, no Shares
acquired by that Stockholder through the dividend reinvestment plan will be deemed to have been tendered.

11.          Questions and Requests for Assistance and Additional Copies. Questions, requests for assistance, and requests for additional
copies of the Offer to Purchase and this Letter of Transmittal may be directed to Georgeson LLC (the “Information Agent”) by telephoning (866) 539-8375. Stockholders who do not own Shares directly may also obtain such information and copies from
their broker, dealer, commercial bank, trust company or other nominee. Stockholders who do not own Shares directly are required to tender their Shares through their broker, dealer, commercial bank, trust company or other nominee and should NOT submit
this Letter of Transmittal to the Registrar.

12.          Restriction on Short Sales. Section 14(e) of the Securities Exchange Act of 1934, as amended, and Rule 14e-4 promulgated
thereunder, make it unlawful for any person, acting alone or in concert with others, to tender Shares in a partial tender offer for such person’s own account unless at the time of tender, and at the time the Shares are accepted for payment, the
person tendering has a “net long position” equal to or greater than the amount tendered in (a) Shares, and will deliver or cause to be delivered such Shares for the purpose of tender to the person making the Offer within the period specified in the
Offer to Purchase, or (b) an equivalent security and, upon acceptance of his or her tender, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or
cause to be delivered the Shares so acquired for the purpose of tender to the Fund within the period specified in the Offer. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of
another person.

The acceptance of Shares by the Fund for payment will constitute a binding agreement between the tendering Stockholder and the Fund upon the terms and subject to the conditions of the Offer, including the tendering
Stockholder’s representation that the Stockholder has a “net long position” in the Shares being tendered within the meaning of Rule 14e-4 and that the tender of such Shares complies with Rule 14e-4.

13.          Backup Withholding Tax . The gross proceeds paid to a U.S. Stockholder pursuant to the Offer will be subject to backup
withholding tax unless either: (i) the Stockholder has completed and submitted to the withholding agent an Internal Revenue Service (“IRS”) Form W-9 providing the Stockholder’s taxpayer identification number/social security number and certifying
under penalties of perjury: (a) that such number is correct, (b) either that (I) the Stockholder is exempt from backup withholding, (II) the Stockholder has not been notified by the IRS that the Stockholder is subject to backup withholding as a
result of an under-reporting of interest or dividends, or (III) the IRS has notified the Stockholder that the Stockholder is no longer subject to backup withholding, (c) the Stockholder is a U.S. citizen or other U.S. person (as defined in IRS Form
W-9), and (IV) the Foreign Account Tax Compliance Act (“FATCA”) code(s) entered on the form (if any) indicating that the Stockholder is exempt from FATCA reporting is correct; or (ii) an exception applies under applicable law and Treasury
regulations. A Foreign Stockholder generally will be able to avoid backup withholding with respect to gross proceeds paid pursuant to the Offer if it furnishes to the withholding agent a properly completed IRS Form W-8BEN or W-8BEN-E (or other IRS
Form W-8, where applicable, or their substitute forms) to establish his or her status as a Foreign Stockholder. Backup withholding is not an additional tax, and any amounts withheld may be credited against a Stockholder’s U.S. federal income tax
liability.

NOTE: FAILURE TO COMPLETE AND RETURN OR TO PROVIDE TRUTHFUL INFORMATION ON THE FORM W-9 (OR AN APPROPRIATE IRS FORM W-8) MAY RESULT IN PENALTIES AND BACKUP WITHHOLDING ON ANY AMOUNTS OTHERWISE PAYABLE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION ON FORM W-9 FOR ADDITIONAL DETAILS.

11

12

13

14

15

16

17

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE .

18

### EX-99.(A)(1)(III) - EXHIBIT (A)(1)(III)
EX-99.(A)(1)(III)
4
ny20074859x2_exa1iii.htm
EXHIBIT (A)(1)(III)

Exhibit (a)(1)(iii)

OFFER BY

JAPAN SMALLER CAPITALIZATION FUND, INC.

TO PURCHASE FOR CASH UP

TO 10% OF ITS SHARES FOR 98%

OF NET ASSET VALUE

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2026

(“EXPIRATION DATE”), UNLESS EXTENDED

THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING

TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE

FUND’S OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL.

|
June 1, 2026 |

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We are enclosing herewith the material listed below relating to the offer of Japan Smaller Capitalization Fund, Inc., a Maryland corporation, registered under the
Investment Company Act of 1940, as amended, as a closed-end, diversified management investment company (the “Fund”), to purchase up to 10% of its outstanding common stock (the “Shares”) upon the terms and subject to the conditions set forth in its
Offer to Purchase dated June 1, 2026 and in the related Letter of Transmittal (which together constitute the “Offer”). The price to be paid for the Shares is an amount per Share, net to the seller in cash, equal to 98% of the net asset value per
Share as determined by the Fund as of the close of ordinary trading on the New York Stock Exchange on July 2, 2026, unless the Expiration Date is extended beyond July 1, 2026, the pricing date will be the later of July 2, 2026, or the next business
day following the newly designated Expiration Date.

We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own
names. Please bring the Offer to their attention as promptly as possible. No fees or commission will be payable to brokers, dealers or other persons for soliciting tenders for Shares pursuant to the Offer. The Fund will, however, upon request,
reimburse you for reasonable and customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all transfer taxes, if any, payable on the transfer to it of Shares purchased
pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if unpurchased Shares were registered in the name of, any person other than the tendering shareholder, or if any tendered certificates are registered or the Shares
tendered are held in the name of any person other than the person signing the Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of such transfer will be the
responsibility of the shareholder and satisfactory evidence of the payment of such taxes, or exemption therefrom, may need to be submitted.  Backup   withholding or, in the case of non-U.S. shareholders, 30% withholding under the   Foreign
Account Tax Compliance Act or 30% U.S. withholding tax may be imposed unless either an exemption (or lower treaty rate) is proved or the required taxpayer identification   information and certifications are provided. See Section 3, “Procedure for Tendering Shares,” and Section 8, “Certain U.S. Federal Income Tax Consequences of the Offer”, each of the Offer to Purchase.

For your information and for forwarding to your clients, we are enclosing the following documents:

|
1. |

The Offer to Purchase dated June 1, 2026;

|

|
2. |

The Letter of Transmittal for your use and to be provided to your clients;

|

|
3. |

Form of letter to clients, which may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee); and

|

|
4. |

Return envelope addressed to the Registrar.

|

The Offer is not being made to, nor will the Fund accept tenders from, holders of Shares in any State or other jurisdiction in which the Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction.

As described in the Offer, if more than 10% of the Fund’s outstanding Shares are duly tendered prior to the Expiration Date, unless the offer is invalid the Fund will
repurchase 10% of the Fund’s outstanding Shares on a pro rata basis upon the terms and subject to the conditions of the Offer.

NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.

Additional copies of the enclosed material may be obtained from the Information Agent at the appropriate address and telephone number set forth in the Fund’s Offer to
Purchase. Any questions you have with respect to the Offer should be directed to the Information Agent at its address and telephone numbers set forth in the Offer to Purchase.

|

Very truly yours,

|

|
  |

|

JAPAN SMALLER CAPITALIZATION FUND, INC.

|

Nothing contained herein or in the enclosed documents shall make you or any other person the agent of Japan Smaller Capitalization Fund, Inc. or the
Depositary/Information Agent or authorize you or any other person to make any statements or use any material on their behalf with respect to the Offer, other than the material enclosed herewith and the statements specifically set forth in such
material.

### EX-99.(A)(1)(IV) - EXHIBIT (A)(1)(IV)
EX-99.(A)(1)(IV)
5
ny20074859x2_exa1iv.htm
EXHIBIT (A)(1)(IV)

Exhibit (a)(1)(iv)

OFFER BY

JAPAN SMALLER CAPITALIZATION FUND, INC.

TO PURCHASE FOR CASH UP

TO 10% OF ITS SHARES FOR 98%

OF NET ASSET VALUE

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

5:00 P.M., NEW YORK CITY TIME, ON JULY 1, 2026

(“EXPIRATION DATE”), UNLESS EXTENDED

THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING

TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE

FUND’S OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL.

|
June 1, 2026 |

To Our Clients:

Enclosed for your consideration is the Offer to Purchase, dated June 1, 2026, of Japan Smaller Capitalization Fund, Inc. (the “Fund”), and a related Letter of Transmittal. Together these documents constitute the
“Offer.” The Fund is offering to purchase up to 10% of its outstanding common stock (the “Shares”), upon the terms and subject to the conditions set forth in the Offer.

A tender of your Shares can be made only by us as the registered holder and only pursuant to your instructions. The Offer to Purchase and the Letter of Transmittal are being
sent to you for your information only. They cannot be used by you to tender Shares held by us for your account. We are the registered holder of Shares held for your account.

Your attention is called to the following:

(1) |

The purchase price to be paid for the Shares is an amount per Share, net to the seller in cash, equal to 98% of the net asset value per Share (“NAV”) in U.S. dollars per Share as determined by the Fund as of the close of ordinary trading
on the New York Stock Exchange on July 2, 2026, unless otherwise extended. The current NAV of the Fund will be calculated daily and may be obtained by calling Georgeson LLC, the Information Agent, toll free at (866) 539-8375.

|

(2) |

The Offer is not conditioned upon any minimum number of Shares being tendered.

|

(3) |

Upon the terms and subject to the conditions of the Offer, the Fund will purchase all Shares validly tendered (and not withdrawn) on or prior to the Expiration Date, provided that the total number of Shares tendered does not exceed 10% of
the Fund’s outstanding Shares. In the event that more than 10% of the Fund’s outstanding Shares are tendered, the Fund will purchase 10% of the Fund’s outstanding Shares on a pro rata basis.

|

(4) |

The Fund will pay all transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if unpurchased Shares were registered in the name of,
any person other than the tendering shareholder, or if any tendered certificates are registered or the Shares tendered are held in the name of any person other than the person signing the Letter of Transmittal, the amount of any transfer
taxes (whether imposed on the registered holder or such other person) payable on account of such transfer will be the responsibility of the shareholder and satisfactory evidence of the payment of such taxes, or exemption therefrom, may need
to be submitted.

|

(5) |

Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf.

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If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth below. An envelope to return your instructions to us is
enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified below. Your instructions to us should be forwarded as promptly as possible in order to permit us to
submit a tender on your behalf in accordance with the terms and conditions of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with applicable law.

Neither the Fund nor its Board of Directors is making any recommendation to any shareholder whether to tender or refrain from tendering Shares in the Offer. Each shareholder is urged to read and
evaluate the Offer and accompanying materials carefully.

INSTRUCTIONS

The undersigned acknowledge(s) receipt of our letter, the enclosed Offer to Purchase dated June 1, 2026, and the Letter of Transmittal, relating to the Fund’s purchase of up to 10% of its outstanding Shares at 98% of
the NAV.

The undersigned instructs us to tender to the Fund the number of Shares indicated below (which are held by us for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal that we have furnished to the undersigned.

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AGGREGATE NUMBER OF SHARES TO BE TENDERED: |

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☐ All Shares held for the undersigned; |

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or |

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☐_______ Shares (Enter number of Shares to be tendered). |

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Dated:

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, 2026 |
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Name(s): |
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(please print) |

Address: |
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City

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State

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Zip Code |
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Area Code and Telephone Number: |

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Employer Identification or Social Security Number: |
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### EX-99.(A)(1)(V) - EXHIBIT (A)(1)(V)
EX-99.(A)(1)(V)
6
ny20074859x2_exa1v.htm
EXHIBIT (A)(1)(V)

Exhibit (a)(1)(v)

Japan Smaller Capitalization Fund, Inc.

Worldwide Plaza

309 West 49th Street

New York, NY 10019

Dear Shareholder:

On May 22, 2026, Japan Smaller Capitalization Fund, Inc. (the “Fund”) announced that its Board of Directors (“Board”) authorized a potential offer to purchase up to 10% of its common stock (the “Shares”) upon the terms
and subject to the conditions set forth in the enclosed Offer to Purchase and the related Letter of Transmittal (which together constitute the “Offer”).  If more than 10% of the Fund’s Shares are tendered and not withdrawn, any purchases will be made
on a pro rata basis.  The offer is for cash at a price equal to 98% of the Fund’s net asset value per share (“NAV”) as of the close of ordinary trading on the New York Stock Exchange on the day after the offer expires (as described below).  The Offer
is designed to provide shareholders of the Fund with the opportunity to redeem some or all of their shares at a price very close to NAV should they wish to do so.

In order to participate, the materials described in the Offer must be delivered to Computershare by 5:00 p.m. New York City time, July 1, 2026, or such later date to which the Offer is extended (the “Expiration Date”). 
The pricing time and date for the Offer is currently scheduled to be the close of ordinary trading on the New York Stock Exchange on July 2, 2026.  Should the Offer be extended beyond July 1, 2026, the pricing date will be the next business day
following the newly designated Expiration Date.  Shareholders who choose to participate in the Offer can expect payments for shares tendered and accepted to be mailed within approximately ten business days after the Expiration Date.

If, after carefully evaluating all of the information set forth in the Offer to Purchase, you wish to tender shares pursuant to the Offer, please follow the instructions contained in the Offer to Purchase and Letter of
Transmittal or, if your shares are held of record in the name of a broker, dealer, commercial bank, trust company or other nominee, contact that firm to effect the tender for you.  Shareholders are urged to consult their own investment and tax
advisers and make their own decisions whether to tender any shares and, if so, how many shares to tender.

As of the close of ordinary trading on the New York Stock Exchange on April 30, 2026, the Fund’s NAV was $12.79 per share and 28,333,893 shares were issued and outstanding.  The Fund’s NAV during the pendency of this
Offer may be obtained by contacting Georgeson LLC, the Fund’s Information Agent, toll free at: (866) 539-8375.

NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE OFFER.  THE FUND AND BOARD URGE EACH SHAREHOLDER TO READ AND EVALUATE
THE OFFER AND RELATED MATERIALS CAREFULLY AND MAKE HIS OR HER OWN DECISION.  QUESTIONS, REQUESTS FOR ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES OF THE OFFER SHOULD BE DIRECTED TO GEORGESON LLC AT (866) 539-8375.

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Sincerely,

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Japan Smaller Capitalization Fund, Inc. |

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June 1, 2026

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ii

### EX-99.(A)(1)(VI) - EXHIBIT (A)(1)(VI)
EX-99.(A)(1)(VI)
7
ny20074859x2_exa1vi.htm
EXHIBIT (A)(1)(VI)

Exhibit (a)(1)(vi)

Notice of Withdrawal of Tender

Regarding Shares in

Japan Smaller Capitalization Fund, Inc.

Tendered Pursuant to the Offer to Purchase

Dated June 1, 2026

The Offer and Withdrawal Rights Will Expire at,

and This Notice of Withdrawal Must Be Received by

Japan Smaller Capitalization Fund, Inc. by

5:00 P.M., Eastern Time, on July 1, 2026

Unless the Offer Is Extended.

Complete this form only if you would like to rescind your previous Tender Request.

Complete this Notice of Withdrawal and Return or Deliver to

Computershare Trust Company, N.A., on behalf of Japan Smaller Capitalization Fund, Inc.:

By Mail:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, Rhode Island 02940

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By Express Mail or Overnight Delivery:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

150 Royall Street, Suite V

Canton, Massachusetts 02021

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Subject Line: Letter of Transmittal for Tender Offer – Japan Smaller Capitalization Fund, Inc.

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For additional information:

Phone: 1-800-833-0018

Complete this form only if you would like to rescind your previous tender request.

Ladies and Gentlemen:

The undersigned previously tendered all or some of its shares of common stock (“Shares”) in Japan Smaller Capitalization Fund, Inc. (the “Company”) for purchase by the Company by submitting a Letter
of Transmittal Regarding Shares in the Company (the “Letter of Transmittal”).

Such tender was in the amount of:

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All of the undersigned’s Shares.

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The amount of the undersigned’s number of Shares:

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Shares

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As indicated immediately below, the undersigned hereby wishes to withdraw its tender of Shares in the Company such that:

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NONE of the undersigned’s Shares will be purchased by the Company.

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☐ |

SOME of the undersigned’s Shares will be purchased by the Company and the number of those Shares still to be purchased by the Company is*:

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Shares

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* |

NOTE: This option may be used only to decrease the number of the Shares to be purchased by the Company. If an increase in the number of the Shares to be purchased by the Company is indicated on this form, the
Company shall consider this form null and void and shall process the undersigned’s initial tender request as set forth in its previously submitted Letter of Transmittal.

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The undersigned recognizes that, upon the submission on a timely basis of this Notice of Withdrawal of Tender, properly executed, all or some of the undersigned’s Shares in the Company (as indicated
above) previously tendered will not be purchased by the Company upon expiration of the tender offer described above.

PLEASE BE SURE TO COMPLETE BOTH SIDES OF THIS FORM.

Name of Stockholder(s):

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SSN/TIN:

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Telephone Number:

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SIGNATURE(S):

Stockholder Signature

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Signature of Investor, Trustee or Custodian

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Date

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Signature of Joint Investor or Trustee (if applicable)

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Date

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Printed name(s) of Authorized Signer(s) (for verification purposes)

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Printed name(s) of Authorized Signer(s) (for verification purposes)

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If needed, use for Registrar Authorization

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

150 Royall Street, Suite V

Canton, Massachusetts 02021

For additional information please call 1-800-833-0018

The Registrar must receive the completed Notice of Withdrawal of Tender, signed by all account owners, by the deadline stated herein.