UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment)
Japan Smaller Capitalization Fund Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
47109u104
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 47109u104
1. Names of Reporting Person
I.R.S. Identification Nos. of above person
RMB Capital Holdings, LLC 45-2624924
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware Limited Liability Company
5. Sole Voting Power: None
Number of
Shares 6. Shared Voting Power: 2,583,765
Beneficially
Owned by 7. Sole Dispositive Power: None
Each Reporting
Person With 8. Shared Dispositive Power: 2,583,765
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,583,765
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
9.12%
12. Type of Reporting Person
oo
CUSIP No. 47109u104
1. Names of Reporting Person
I.R.S. Identification Nos. of above person
RMB Capital Management, LLC 59-3792751
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware Limited Liability Company
5. Sole Voting Power: None
Number of
Shares 6. Shared Voting Power: 2,583,765
Beneficially
Owned by 7. Sole Dispositive Power: None
Each Reporting
Person With 8. Shared Dispositive Power: 2,583,765
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,583,765
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
9.12%
12. Type of Reporting Person
IA
Item 1. (a) Issuer: Japan Smaller Capitalization Fund Inc.
Address:
Worldwide Plaza
309 W. 49th Street
New York, NY 10019
Item 2. (a) Name of Person Filing:
(i) RMB Capital Holdings, LLC
(ii) RMB Capital Management, LLC
(b) Address of Principal Business Offices:
115 S. LaSalle Street
34th Floor
Chicago, IL 60603
(c) Citizenship:
Please refer to Item 4 on each cover
sheet for each Reporting Person
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 47109u104
Item 3. If this statement is filed pursuant to rule 240.13d- 1(b),or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C.78c).
(b) |_| Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with
240.13d-1(b)1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G)
(h) |_| A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) |_| Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each
Reporting Person
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the
best of my knowledge and belief, the securities
referred to above were acquired and held in the
ordinary course of business and were not acquired
and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer
of the securities and were not acquired and are not
held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable 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.
Date: February 5, 2015
RMB Capital Holdings, LLC
By: /s/ Walter Clark
--------------------------
Name: Walter Clark
Title: Manager
RMB Capital Management, LLC
By: RMB Capital Holdings, LLC
Its: Manager
By: /s/ Walter Clark
--------------------------
Name: Walter Clark
Title: Manager
JOINT FILING AGREEMENT
RMB Capital Holdings, LLC, a Delaware Limited Liability Company,and
RMB Capital Management, LLC (an investment adviser registered under the
Investment Advisers Act of 1940)hereby agree to file jointly the
statement on this Schedule 13G to which this Agreement is attached,
and any amendments thereto which may be deemed necessary.
It is understood and agreed that each of the parties hereto
is responsible for the timely filing of such statement and
any amendments thereto, and for the completeness and accuracy
of the information concerning such party contained therein,
but such party is not responsible for the completeness or
accuracy of information concerning the other party unless
such party knows or has reason to believe that such information
is inaccurate.
It is understood and agreed that a copy of this Agreement
shall be attached as an exhibit to the statement on Schedule
13G, and any amendments thereto, filed on behalf of each of
the parties hereto.
Date: February 5, 2015
RMB Capital Holdings, LLC
By: /s/ Walter Clark
--------------------------
Name: Walter Clark
Title: Manager
RMB Capital Management, LLC
By: RMB Capital Holdings, LLC
Its: Manager
By: /s/ Walter Clark
--------------------------
Name: Walter Clark
Title: Manager