The Herzfeld Caribbean Basin Fund’s investment objective is long-term capital appreciation. To achieve its objective, the Fund invests in issuers that are likely, in the Advisor’s view, to benefit from economic, political, structural and technological developments in the countries in the Caribbean Basin, which include, among others, Cuba, Jamaica, Trinidad and Tobago, the Bahamas, the Dominican Republic, Barbados, Aruba, Haiti, the Netherlands Antilles, the Commonwealth of Puerto Rico, Mexico, Honduras, Guatemala, Belize, Costa Rica, Panama, Colombia, the United States and Venezuela (“Caribbean Basin Countries”). The fund invests at least 80% of its total assets in equity and equity-linked securities of issuers, including U.S.-based companies which engage in substantial trade with, and derive substantial revenue from, operations in the Caribbean Basin Countries. |
February
5, 2010
Dear
Fellow Stockholders:
We
are pleased to present our semi-annual report for the six-month period
ended December 31, 2009.
The
recovery in global financial markets we mentioned in our last letter
continued throughout the reporting period, and the Fund benefited from the
trend. As of December 31, 2009, the Fund’s net asset value was
$6.61 per share, which represents a gain of 23.55% for the six-month
period, and an improvement of 38.00% for the one-year period then
ended. We would like to point out that adding back the $4.177
per share of distributions paid since inception to the current net asset
value equals $10.787 per share, versus $5.00 at inception.
The Fund’s share price closed the calendar year
at $6.42 per share, 52.86% higher than on December 31, 2008, and 5.77%
above its share price on June 30, 2009.
|
Thomas
J. Herzfeld
Chairman,
President and
Portfolio
Manager
|
Erik
M. Herzfeld
Portfolio
Manager
|
From
the inception of The Herzfeld Caribbean Basin Fund, we believed the most
important growth opportunities would be tied to resumption of U.S. trade
with Cuba, which has been prohibited by a U.S. trade embargo since
1962.
Beginning
on page 5 of this report is a table listing our portfolio holdings as of
December 31, 2009. The majority of our holdings fall into two
categories. First, investment in publicly-traded companies we
believe will benefit from a resumption of trade with Cuba and second,
companies in the Caribbean Basin which we feel have good prospects even if
there is no change in U.S. policy. At the end of last
year, we added a third category of investment—U.S. companies currently
doing business in Cuba in industries that are exempt from the trade
embargo. Recently we made a private investment in one of these
companies and we are considering
others.
|
Geographic
Allocation
|
%
of Net Assets
|
Largest
Portfolio Positions
|
%
of Net Assets
|
|
USA
|
47.76%
|
Seaboard
Corporation
|
6.60%
|
|
Mexico
|
17.44%
|
Copa
Holdings S.A.
|
6.10%
|
|
Panama
|
8.31%
|
Freeport
McMoran Copper & Gold Inc.
|
5.89%
|
|
Colombia
|
4.50%
|
Watsco
Incorporated
|
5.51%
|
|
Cayman
Islands
|
4.30%
|
Bancolombia,
S.A.
|
4.50%
|
|
Bahamas
|
3.60%
|
Coca
Cola Femsa, S.A.B. de C.V. ADR
|
4.42%
|
|
Puerto
Rico
|
1.07%
|
Carnival
Corp.
|
4.33%
|
|
Belize
|
0.46%
|
Consolidated
Water Co.
|
3.89%
|
|
Cuba
|
0.00%
|
Mastec,
Inc.
|
3.47%
|
|
Cash
and Other
|
12.56%
|
Norfolk
Southern Corporation
|
3.42%
|
Sincerely,
|
|
|
|
Thomas
J. Herzfeld
|
|
Chairman
of the Board, President and
|
|
Portfolio
Manager
|
|
|
|
Erik
M. Herzfeld
|
|
Portfolio
Manager
|
Shares or Principal Amount
|
Description
|
Fair
Value
|
Common
stocks - 87.52% of net assets
|
|||||||
Airlines
- 6.51%
|
|||||||
27,500 |
Copa
Holdings, S.A.
|
$ | 1,497,925 | ||||
19,000 |
AirTran
Holdings Inc.*
|
99,180 | |||||
Banking
and finance - 8.40%
|
|||||||
24,280 |
Bancolombia,
S.A.
|
1,104,983 | |||||
39,000 |
Banco
Latinoamericano de Exportaciones, S.A.
|
542,100 | |||||
6,500 |
Doral
Financial Corp.*
|
23,595 | |||||
50,000 |
Popular
Inc.
|
113,000 | |||||
3,844 |
W
Holding Co., Inc.
|
88,028 | |||||
10,000 |
Western
Union Company
|
188,500 | |||||
Communications
- 12.33%
|
|||||||
17,000 |
AmŽrica
M—vil, S.A.B. de C.V. ADR
|
798,661 | |||||
35,600 |
AmŽrica
M—vil, S.A.B. de C.V. Series A
|
83,442 | |||||
50,891 |
AmŽrica
M—vil, S.A.B. de C.V. Series L
|
119,944 | |||||
6,698 |
Atlantic
Tele-Network, Inc.
|
368,457 | |||||
11,900 |
Carso
Global Telecom, S.A.B. de C.V. Series A1
|
53,157 | |||||
377,100 |
Fuego
Enterprises, Inc.*
|
26,397 | |||||
21,120 |
Grupo
Radio Centro, S.A.B. ADR
|
189,447 | |||||
32,400 |
Grupo
Televisa, S.A.B. ADR
|
672,625 | |||||
80,304 |
Spanish
Broadcasting System Inc.*
|
62,637 | |||||
15,000 |
Telefonos
de Mexico, S.A.B. de C.V. ADR Series L
|
248,701 | |||||
78,600 |
Telefonos
de Mexico, S.A.B. de C.V. Series L
|
65,623 | |||||
15,000 |
Telmex
International S.A.B. de C.V. ADR
|
266,250 | |||||
78,600 |
Telmex
International S.A.B. de C.V. Series L
|
69,838 | |||||
Conglomerates
and holding companies - 0.66%
|
|||||||
250,000 |
Admiralty
Holding Company*
|
300 | |||||
70,348 |
BCB
Holdings Ltd.*
|
109,625 | |||||
3,250 |
Shellshock
Ltd. ord.*
|
3,018 | |||||
27,918 |
Vitro,
S.A.B. de C.V. ADR
|
49,415 |
Shares or Principal Amount
|
Description
|
Fair
Value
|
Construction
and related - 4.77%
|
|||||||
21,737 |
Cemex,
S.A.B. de C.V. ADR
|
$ | 256,932 | ||||
51,582 |
Cemex,
S.A.B. de C.V. Series CPO
|
61,241 | |||||
20 |
Ceramica
Carabobo Class A ADR (Note 2)*
|
-- | |||||
68,132 |
Mastec,
Inc.*
|
851,650 | |||||
Consumer
products and related manufacturing - 6.54%
|
|||||||
13,273 |
Grupo
Casa Saba, S.A.B. de C.V. ADR*
|
252,187 | |||||
27,600 |
Watsco
Incorporated
|
1,351,848 | |||||
Food,
beverages and tobacco - 7.35%
|
|||||||
14,000 |
Chiquita
Brands International Inc.*
|
252,560 | |||||
53,874 |
Cleanpath
Resources Corp.*
|
8,318 | |||||
16,500 |
Coca
Cola Femsa, S.A.B. de C.V. ADR
|
1,084,380 | |||||
18,900 |
Fomento
Econ—mico Mexicano, S.A.B. de C.V. Series UBD
|
90,853 | |||||
16,690 |
Fresh
Del Monte Produce Inc.*
|
368,849 | |||||
Housing
- 1.69%
|
|||||||
32,500 |
Lennar
Corp.
|
415,025 | |||||
Investment
companies - 0.01%
|
|||||||
4,420 |
Shellproof
Limited*
|
2,498 | |||||
Leisure
- 8.38%
|
|||||||
33,500 |
Carnival
Corp.
|
1,061,615 | |||||
31,500 |
Royal
Caribbean Cruises Ltd.
|
796,320 | |||||
5,000 |
Steiner
Leisure Ltd.*
|
198,800 | |||||
Medical
- 0.23%
|
|||||||
8,386 |
Micromet
Inc.*
|
55,851 | |||||
Mining
- 5.92%
|
|||||||
18,000 |
Freeport
McMoran Copper & Gold, Inc.
|
1,445,220 | |||||
3,863 |
Grupo
MŽxico, S.A.B. de C.V., Series B
|
8,836 | |||||
Pulp
and paper - 0.11%
|
|||||||
6,100 |
Kimberly-Clark
de MŽxico, S.A.B. de C.V. Series A
|
27,364 |
Shares or Principal Amount
|
Description
|
Fair
Value
|
Railroad
- 4.31%
|
|||||||
16,000 |
Norfolk
Southern Corporation
|
$ | 838,720 | ||||
18,000 |
Rail
America, Inc.*
|
219,600 | |||||
Retail
- 1.07%
|
|||||||
1,270 |
Grupo
Elektra, S.A. de C.V. Series CPO
|
61,382 | |||||
45,111 |
Wal-Mart
de MŽxico, S.A.B. de C.V. Series V
|
201,447 | |||||
Service
- 0.01%
|
|||||||
700 |
Grupo
Aeroportuario del Sureste, S.A.B. de C.V. Series B
|
3,635 | |||||
Trucking
and marine freight - 11.94%
|
|||||||
12,280 |
Grupo
TMM, S.A.B. ADR*
|
46,173 | |||||
1,201 |
Seaboard
Corporation
|
1,620,149 | |||||
2,000 |
Seacor
Holdings, Inc.*
|
152,500 | |||||
20,000 |
Teekay
Corporation
|
464,200 | |||||
8,361 |
Teekay
LNG Partners L.P.
|
221,316 | |||||
66,797 |
Trailer
Bridge, Inc.*
|
317,286 | |||||
23,000 |
Ultrapetrol
Bahamas Ltd.*
|
109,480 | |||||
Utilities
- 6.97%
|
|||||||
12,000 |
Caribbean
Utilities Ltd. Class A
|
99,120 | |||||
66,841 |
Consolidated
Water, Inc.
|
955,158 | |||||
700 |
Cuban
Electric Company*
|
385 | |||||
40,500 |
Teco
Energy Inc.
|
656,910 | |||||
Other
- 0.32%
|
|||||||
100,000 |
Cuba
Business Development (Note 2)*
|
25,000 | |||||
13,000 |
Impellam
Group*
|
13,645 | |||||
55,921 |
Margo
Caribe, Inc.*
|
39,145 | |||||
895 |
Siderurgica
Venezolana Sivensa, S.A. ADR
|
448 | |||||
79 |
Siderurgica
Venezolana Sivensa, S.A. Series B
|
40 | |||||
45,000 |
Xcelera,
Inc. (Note 2)*
|
-- | |||||
Total
common stocks (cost $22,310,097)
|
$ | 21,480,933 |
Shares or Principal Amount
|
Description
|
Fair
Value
|
Bonds
- 0% of net assets
|
|||||||
165,000 |
Republic
of Cuba - 4.5%, 1977 - in default
|
$ | — | ||||
Total
bonds (cost $63,038) (Note 2)*
|
$ | — | |||||
U.S.
Treasury Obligations - 8.15% of net assets
|
|||||||
$ | 2,000,000 |
U.S.
Treasury Bills due 3/18/2010, 0% coupon
|
$ | 1,999,979 | |||
Total
U.S. Treasury Bills (cost $1,999,975)
|
$ | 1,999,979 | |||||
Other
assets less liabilities - 4.33% of net assets
|
$ | 1,062,964 | |||||
Net
assets - 100%
|
$ | 24,543,876 |
United
States of America
|
47.76 | % | ||
Mexico
|
17.44 | % | ||
Panama
|
8.31 | % | ||
Other,
individually under 5%**
|
26.49 | % | ||
100.00 | % |
ASSETS
|
||||||||
Investments
in securities, at market value (cost $22,373,135) (Note 2)
|
$ | 21,480,933 | ||||||
Cash
and equivalents
|
3,178,142 | |||||||
Dividends
receivable
|
17,548 | |||||||
Other
assets
|
33,249 | |||||||
TOTAL
ASSETS
|
24,709,872 | |||||||
LIABILITIES
|
||||||||
Payable
for securities purchased
|
$ | 56,079 | ||||||
Accrued
investment advisor fee (Note 3)
|
87,194 | |||||||
Other
payables
|
22,723 | |||||||
TOTAL
LIABILITIES
|
165,996 | |||||||
NET
ASSETS (Equivalent to $6.61 per share based on 3,713,071 shares
outstanding)
|
$ | 24,543,876 | ||||||
Net
assets consist of the following:
|
||||||||
Common
stock, $.001 par value; 100,000,000 shares authorized; 3,713,071 shares
issued and outstanding
|
$ | 3,713 | ||||||
Additional
paid-in capital
|
26,856,478 | |||||||
Accumulated
net realized loss on investments
|
(1,424,113 | ) | ||||||
Net
unrealized loss on investments
|
(892,202 | ) | ||||||
TOTAL
|
$ | 24,543,876 |
INVESTMENT
INCOME
|
||||||||
Dividends
|
$ | 188,509 | ||||||
EXPENSES
|
||||||||
Investment
advisor fees (Note 3)
|
$ | 165,638 | ||||||
Professional
fees
|
40,402 | |||||||
Custodian
fees
|
27,000 | |||||||
Insurance
|
22,850 | |||||||
CCO
Expense
|
13,456 | |||||||
Printing
and Postage
|
12,941 | |||||||
Transfer
agent fees
|
8,750 | |||||||
Director
fees
|
7,800 | |||||||
Listing
fees
|
7,500 | |||||||
Proxy
services
|
4,635 | |||||||
Miscellaneous
|
5,922 | |||||||
Total
investment expenses
|
316,894 | |||||||
NET
INVESTMENT INCOME (LOSS)
|
(128,385 | ) | ||||||
REALIZED
AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY
|
||||||||
Net
realized gain on investments and foreign currency
|
1,677,661 | |||||||
Net
increase in unrealized appreciation on investments and foreign
currency
|
3,113,100 | |||||||
NET
GAIN ON INVESTMENTS
|
4,790,761 | |||||||
NET
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$ | 4,662,376 |
Six Months
Ended
12/31/09
(unaudited)
|
Year Ended
6/30/09
|
|||||||
INCREASE
(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:
|
||||||||
Net
investment income (loss)
|
$ | (128,385 | ) | $ | (170,012 | ) | ||
Net
realized gain (loss) on investments and foreign currency
|
1,677,661 | (2,917,743 | ) | |||||
Net
increase (decrease) in unrealized appreciation (depreciation)
on investments and foreign currency
|
3,113,100 | (3,377,841 | ) | |||||
NET
INCREASE (DECREASE) IN NET ASSETS
|
||||||||
resulting
from operations
|
4,662,376 | (6,465,596 | ) | |||||
DISTRIBUTIONS
TO STOCKHOLDERS
|
||||||||
Net
investment income
|
-- | (600,032 | ) | |||||
Long-term
realized gains
|
-- | (183,426 | ) | |||||
NET
DISTRIBUTIONS TO STOCKHOLDERS
|
-- | (783,458 | ) | |||||
NET
INCREASE (DECREASE) IN NET ASSETS
|
$ | 4,662,376 | $ | (7,249,054 | ) | |||
NET
ASSETS:
|
||||||||
Beginning
of period
|
19,881,500 | 27,130,554 | ||||||
End
of period
|
$ | 24,543,876 | $ | 19,881,500 |
Six
Months Ended 12/31/09
(unaudited)
|
Year Ended June 30
|
|||||||||||||||||||
2009
|
2008
|
2007
|
2006
|
|||||||||||||||||
PER
SHARE OPERATING PERFORMANCE
(For
a share of capital stock outstanding for each time period
indicated)
|
||||||||||||||||||||
Net
asset value, beginning of year
|
$ | 5.35 | $ | 7.31 | 9.77 | 8.08 | $ | 7.33 | ||||||||||||
Operations:
|
||||||||||||||||||||
Net
investment income (loss)1
|
(0.04 | ) | (0.05 | ) | 0.22 | (0.14 | ) | (0.16 | ) | |||||||||||
Net
realized and unrealized gain (loss) on investment transactions1
|
1.30 | (1.70 | ) | (1.40 | ) | 2.83 | 1.08 | |||||||||||||
Total
from operations
|
1.26 | (1.75 | ) | (1.18 | ) | 2.69 | 0.92 | |||||||||||||
Distributions:
|
||||||||||||||||||||
From
net investment income
|
-- | (0.16 | ) | (0.06 | ) | -- | -- | |||||||||||||
From
net realized gains
|
-- | (0.05 | ) | (1.22 | ) | (1.00 | ) | (0.17 | ) | |||||||||||
Total
distributions
|
-- | (0.21 | ) | (1.28 | ) | (1.00 | ) | (0.17 | ) | |||||||||||
Net
asset value, end of year
|
$ | 6.61 | $ | 5.35 | 7.31 | $ | 9.77 | $ | 8.08 | |||||||||||
Per
share market value, end of year
|
$ | 6.42 | $ | 6.07 | 7.69 | $ | 13.59 | $ | 7.57 | |||||||||||
Total
investment return (loss) based on market value per share
|
5.77 | % | (17.73 | %) | (34.29 | %) | 94.61 | % | 22.86 | % | ||||||||||
RATIOS
AND SUPPLEMENTAL DATA
|
||||||||||||||||||||
Net
assets, end of year (in 000’s)
|
$ | 24,544 | $ | 19,882 | $ | 27,131 | $ | 16,481 | $ | 13,553 | ||||||||||
Ratio
of expenses to average net assets
|
2.82 | %2 | 3.02 | % | 2.74 | % | 3.28 | % | 3.37 | % | ||||||||||
Ratio
of net investment income (loss) to average net assets
|
(1.14 | %)2 | (0.84 | %) | 1.70 | % | (1.83 | %) | (1.95 | %) | ||||||||||
Portfolio
turnover rate
|
17 | % | 17 | % | 25 | % | 28 | % | 40 | % |
1
|
Computed
by dividing the respective period’s amounts from the Statement of
Operations by the average outstanding shares for each time period
presented.
|
2
|
This
figure has been annualized; however, the percentage shown is not
necessarily indicative of results for a full
year.
|
Level
1:
|
quoted
prices in active markets for identical investments
|
Level
2:
|
other
significant observable inputs (including quoted prices for similar
investments, interest rates, prepayment speeds, credit risk,
etc.)
|
Level
3:
|
significant
unobservable inputs (including the Fund’s own assumptions in determining
the fair value of investments)
|
LEVEL
|
Investments in
Securities
|
Level
1
|
$21,455,445
|
Level
2
|
$2,000,467*
|
Level
3
|
$25,000**
|
Investment in Securities at
Value
|
|
Balance
as of 6/30/09
|
$0
|
Unrealized
gain/(loss)
|
(4,657)
|
Net
purchases/(sales)
|
25,000
|
Transfer
in/out of Level 3
|
4,657
|
Balance
as of 12/31/09
|
$25,000
|
1.
|
State
Street Bank & Trust Company (the “Agent”) will act as agent
for each Participant. The Agent will open an account for each
registered shareholder as a Participant under the Plan in the same name in
which such Participant’s shares of Common Stock are
registered.
|
2.
|
CASH
OPTION. Pursuant to the Fund’s Plan, unless a holder of Common
Stock otherwise elects, all dividend and capital gains distributions
payable in cash (“Distributions”) will be
automatically reinvested by the Agent in additional Common Stock of the
Fund. Stockholders who elect not to participate in the Plan will receive
all cash distributions in cash paid by check mailed directly to the
shareholder of record (or, if the shares are held in street or other
nominee name then to such nominee) by the Agent, as dividend paying agent.
Stockholders and Participants may elect not to participate in the Plan and
to receive all cash distributions of dividends and capital gains in cash
by sending written instructions to the Agent, as dividend paying agent, at
the address set forth below.
|
3.
|
MARKET
PREMIUM ISSUANCES. If on the payment date for a Distribution, the net
asset value per Common Stock is equal to or less than the market price per
Common Stock plus estimated brokerage commissions, the Agent shall receive
newly issued Common Stock (“Additional Common
Stock”) from the
Fund for each Participant’s account. The number of Additional Common Stock
to be credited shall be determined by dividing the dollar amount of the
Distribution by the greater of (i) the net asset value per Common Share on
the payment date, or (ii) 95% of the market price per Common Share on the
payment date.
|
4.
|
MARKET
DISCOUNT PURCHASES. If the net asset value per Common Stock exceeds the
market price plus estimated brokerage commissions on the payment date for
a Distribution, the Agent (or a broker-dealer selected by the Agent) shall
endeavor to apply the amount of such Distribution on each Participant’s
Common Stock to purchase Common Stock on the open market. In the event of
a market discount on the payment date, the Agent will have 30 days after
the dividend payment date (the “last purchase
date”) to invest
the dividend amount in shares acquired in open-market
purchases. The weighted average price (including brokerage
commissions) of all Common Stock purchased by
the
|
Agent
as Agent shall be the price per Common Stock allocable to each
Participant. If, before the Agent has completed its purchases, the market
price plus estimated brokerage commissions exceeds the net asset value of
the Common Stock as of the payment date, the purchase price paid by Agent
may exceed the net asset value of the Common Stock, resulting in the
acquisition of fewer Common Stock than if such Distribution had been paid
in Common Stock issued by the Fund. Because of the foregoing difficulty
with respect to open-market purchases, the Plan provides that if the Plan
Agent is unable to invest the full dividend amount in open-market
purchases during the purchase period or if the market discount shifts to a
market premium during the purchase period, the Plan Agent may cease making
open-market purchases and may invest the uninvested portion of the
dividend amount in newly issued Common Stock at the net asset value per
Common Stock at the close of business on the last purchase date.
Participants should note that they will not be able to instruct the Agent
to purchase Common Stock at a specific time or at a specific price.
Open-market purchases may be made on any securities exchange where Common
Stock are traded, in the over-the-counter market or in negotiated
transactions, and may be on such terms as to price, delivery and otherwise
as the Agent shall determine. Each Participant’s uninvested funds held by
the Agent will not bear interest. The Agent shall have no liability in
connection with any inability to purchase Common Stock within the time
provided, or with the timing of any purchases effected. The Agent shall
have no responsibility for the value of Common Stock acquired. The Agent
may commingle Participants’ funds to be used for open-market purchases of
the Fund’s shares and the price per share allocable to each Participant in
connection with such purchases shall be the average price (including
brokerage commissions and other related costs) of all Fund shares
purchased by Agent. The rules and regulations of the Securities and
Exchange Commission may require the Agent to limit the Agent’s market
purchases or temporarily cease making market purchases for
Participants.
|
|
5.
|
The
market price of Common Stock on a particular date shall be the last sales
price on the securities exchange where the Common Stock are listed on that
date (currently the NASDAQ Capital Market)(the “Exchange”), or, if there is no
sale on the Exchange on that date, then the average between the closing
bid and asked quotations on the Exchange on such date will be used. The
net asset value per Common Stock on, a particular date shall be the amount
calculated on that date (or if not calculated on such date, the amount
most recently calculated) by or on behalf of the Fund.
|
6.
|
Whenever
the Agent receives or purchases shares or fractional interests for a
Participant’s account, the Agent will send such Participant a notification
of the transaction as soon as practicable. The Agent will hold
such shares and fractional interests as such Participant’s agent and may
hold them in the Agent’s name or the name of the Agent’s
nominee. The Agent will not send a Participant stock
certificates for shares unless a Participants so requests in writing or
unless a Participant’s account is terminated as stated
below. The Agent will vote any shares so held for a Participant
in accordance with any proxy returned to the Fund by such Participant in
respect of the shares of which such Participant is the record
holder.
|
7.
|
There
is presently no service charge for the Agent serving as Participants’
agent and maintaining Participants’ accounts. The Agent may,
however, charge Participants for extra services performed at their
request. The Plan may be amended in the future to impose a
service charge. In acting as Participants’ agent under the
Plan, the Agent shall be liable only for acts, omissions, losses, damages
or expenses caused by the Agent’s willful misconduct or gross
negligence. In addition, the Agent shall not be liable for any
taxes, assessments or governmental charges which may be levied or assessed
on any basis whatsoever in connection with the administration of the
Plan.
|
8.
|
The
Agent may hold each Participant’s Common Stock acquired pursuant to the
Plan together with the Common Stock of other Stockholders of the Fund
acquired pursuant to the Plan in non-certificated form in the Agent’s name
or that of the Agent’s nominee. Each Participant will be sent a
confirmation by the Agent of each acquisition made for his or her account
as soon as practicable, but in no event later than 60 days, after the date
thereof. Upon a Participant’s request, the Agent will deliver to the
Participant, without charge, a certificate or certificates for the full
Common Stock. Although each Participant may from time to time have an
undivided fractional interest in a Common Share of the Fund, no
certificates for a fractional share will be issued. Similarly,
Participants may request to sell a portion of the Common Stock held by the
Agent in their Plan accounts by calling the Agent, writing to the Agent,
or completing and returning the transaction form attached to each Plan
statement. The Agent will sell such Common Stock through a broker-dealer
selected by the Agent within 5 business days of receipt of the request.
The sale price will equal the weighted average price of all Common Stock
sold through the Plan on the day of the sale, less brokerage commissions.
Participants should note that the Agent is unable to accept instructions
to sell on a specific date or at a specific price. Any share dividends or
split shares distributed by the Fund on Common Stock held by the Agent for
Participants will be credited to their accounts. In the event that the
Fund makes available to its Stockholders rights to purchase additional
Common Stock, the Common Stock held for each Participant under the Plan
will be added to other Common Stock held by the Participant in calculating
the number of rights to be issued to each Participant.
|
If
a Participant holds more than one Common Stock Certificate registered in
similar but not identical names or if more than one address is shown for a
Participant on the Fund’s records, all of such Participant’s shares of
Common Stock must be put into the same name and address if all of them are
to be covered by one account. Additional shares subsequently
acquired by a Participant otherwise than through the Plan will be covered
by the Plan.
|
|
9.
|
The
reinvestment of Distributions does not relieve Participants of any
federal, state or local taxes which may be payable (or required to be
withheld on Distributions.) Participants will receive tax information
annually for their personal records and to help them prepare their federal
income tax return. For further information as to tax consequences of
participation in the Plan, Participants should consult with their own tax
advisors.
|
10.
|
Each
registered Participant may terminate his or her account under the Plan by
notifying the Agent in writing at State Street Bank and Trust, P.O. Box
642, Boston, MA 02117-0642, or by calling the Agent at (617)
937-6870. Such termination will be effective with respect to a
particular Distribution if the Participant’s notice is received by the
Agent prior to such Distribution record date. The Plan may be terminated
by the Agent or the Fund upon notice in writing mailed to each Participant
at least 60 days prior to the effective date of the termination. Upon any
termination, the Agent will cause a certificate or certificates to be
issued for the full shares held for each Participant under the Plan and
cash adjustment for any fraction of a Common Share at the then current
market value of the Common Shares to be delivered to him. If preferred, a
Participant may request the sale of all of the Common Shares held by the
Agent in his or her Plan account in order to terminate participation in
the Plan. If any Participant elects in advance of such termination to have
Agent sell part or all of his shares, Agent is authorized to deduct from
the proceeds the brokerage commissions incurred for the transaction. If a
Participant has terminated his or her participation in the Plan but
continues to have Common Shares registered in his or her name, he or she
may re-enroll in the Plan at any time by notifying the Agent in writing at
the address above.
|
11.
|
These
terms and conditions may be amended by the Agent or the Fund at any time
but, except when necessary or appropriate to comply with applicable law or
the rules or policies of the Securities and Exchange Commission or any
other regulatory authority, only by mailing to each Participant
appropriate written notice at least 30 days prior to the effective date
thereof. The amendment shall be deemed to be accepted by each Participant
unless, prior to the effective date thereof, the Agent receives notice of
the termination of the Participant’s account under the Plan. Any such
amendment may include an appointment by the Agent of a successor Agent,
subject to the prior written approval of the successor Agent by the
Fund.
|
12.
|
These
terms and conditions shall be governed by the laws of the State of
Maryland.
|
Votes
for
|
Votes
withheld
|
|
Dr.
Kay W. Tatum
|
2,827,342
|
111,292
|
ITEM
2.
|
CODE
OF ETHICS
|
ITEM
3.
|
AUDIT
COMMITTEE FINANCIAL EXPERT.
|
|
Not
applicable.
|
ITEM
4.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
|
|
Not
applicable.
|
ITEM
5.
|
AUDIT
COMMITTEE OF LISTED REGISTRANTS.
|
|
Not
applicable.
|
ITEM
6.
|
SCHEDULE
OF INVESTMENTS.
|
ITEM
7.
|
DISCLOSURE
OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END MANAGEMENT
INVESTMENT COMPANIES.
|
ITEM
8.
|
PORTFOLIO
MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT
COMPANIES.
|
ITEM
9.
|
PURCHASES
OF EQUITY SECURITIES BY CLOSED-END FUND MANAGEMENT INVESTMENT COMPANY AND
AFFILIATED PURCHASERS.
|
PERIOD
|
(a)
Total Number of Shares Purchased
|
(b)
Average Price Paid Per Share
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
(d)
Maximum Number of Shares that May Yet Be Purchased Under the Plans
or Programs
|
Month
#1 (beginning July 1, 2009 and ending July 31, 2009)
|
0
|
n/a
|
n/a
|
n/a
|
Month
#2 (beginning August 1, 2009 and ending August 31, 2009)
|
0
|
n/a
|
n/a
|
n/a
|
Month
#3 (beginning September 1, 2009 and ending September 30,
2009)
|
0
|
n/a
|
n/a
|
n/a
|
Month
#4 (beginning October 1, 2009 and ending October 31, 2009)
|
0
|
n/a
|
n/a
|
n/a
|
Month
#5 (beginning November 1, 2009 and ending November 30,
2009)
|
0
|
n/a
|
n/a
|
n/a
|
Month
#6 (beginning December 1, 2009 and ending December 31,
2009)
|
0
|
n/a
|
n/a
|
n/a
|
Total
|
0
|
n/a
|
n/a
|
n/a
|
ITEM
10.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
|
ITEM
11.
|
CONTROLS
AND PROCEDURES.
|
ITEM
12.
|
EXHIBITS.
|
The
Herzfeld Caribbean Basin Fund, Inc.
|
||
By:
|
/s/ Thomas J.
Herzfeld
|
|
Thomas
J. Herzfeld
|
||
|
President
and Chairman
|
The
Herzfeld Caribbean Basin Fund, Inc.
|
||
By:
|
/s/ Thomas J.
Herzfeld
|
|
Thomas
J. Herzfeld
|
||
|
President
and Chairman
|
The
Herzfeld Caribbean Basin Fund, Inc.
|
||
By:
|
/s/ Cecilia L.
Gondor
|
|
Cecilia
L. Gondor
|
||
Secretary
and Treasurer
|
||
|
(Principal
Financial Officer)
|