Thomas J. Herzfeld Advisors, Inc. (“TJHA”), an SEC registered
investment advisor, today announced that the Board of Directors of
The Herzfeld Caribbean Basin Fund, Inc. (NASDAQ: CUBA) (the “Fund”)
has authorized the implementation of a three-year plan to address
the Fund’s trading discount to its net asset value (“NAV”) per
share (the “Plan”).
The Plan, recommended by TJHA and adopted by the
Fund’s Board, includes (i) implementation of a managed distribution
policy (the “Managed Distribution Policy”) contingent upon receipt
of any required regulatory or exemptive relief to pay monthly
distributions at an annual rate, set once a year, that is a
percentage of the Fund’s NAV at its most recent fiscal year end,
and (ii) the adoption of a contingent tender offer policy (the
“Tender Offer Policy”) to conduct a tender offer for up to five
percent of the Fund’s outstanding shares within 90 days after the
fiscal year ending June 30, 2020, 2021 or 2022 if the average
discount to the Fund’s NAV is in excess of 10% for any such fiscal
year.
In recommending the Plan to the Board of
Directors of the Fund, TJHA noted that the Fund has traded at a
premium at some point in 22 of the first 23 calendar years since
inception. However, given a more sustained discount over the
recent period, and the current approach to US-Cuba relations
adopted by the Trump administration as well as the administration’s
confrontational posture with regard to Venezuela, TJHA has
determined that it is in the best interest of all shareholders to
implement measures to directly address the Fund’s discount to
NAV. The Plan is to be instituted over a three-year period
(beginning July 1, 2019 and ending June 30, 2022) and is subject to
the conditions described below.
In addition, TJHA has agreed to waive its
management fee by ten (10) basis points (from 1.45% to 1.35%) for
any fiscal year during the Plan if the Fund’s average discount to
NAV during the preceding fiscal year is greater than 5%.
Managed Distribution Policy:
The Board has approved the Managed Distribution
Policy to pay monthly distributions at an annual rate, set once a
year, that is a percentage of the Fund’s NAV. The Board has
determined that the initial rate will be 15% of the Fund’s
NAV. The implementation of the Managed Distribution Policy is
subject to the receipt by the Fund of exemptive relief from the
U.S. Securities and Exchange Commission which would permit the Fund
to distribute long-term capital gains more than once a year. The
Fund expects to apply for such exemptive relief in the near future.
Absent the exemptive relief, the Fund is generally permitted to
distribute long-term capital gains only once each year. There can
be no guarantee that exemptive relief will be granted and until the
Fund receives the exemptive relief, the Managed Distribution Policy
will not be implemented.
The primary purpose of the Managed Distribution
Policy is to provide stockholders with a constant, but not
guaranteed, fixed minimum rate of distribution each month. The Fund
cannot predict what effect, if any, the Managed Distribution Policy
will have on the market price of its shares or whether such market
price will reflect a greater or lesser discount to NAV as compared
to prior to the adoption of the Managed Distribution Policy.
Under the Managed Distribution Policy, the Fund
will distribute all available investment income to its
stockholders, consistent with its investment objective and as
required by the Internal Revenue Code of 1986, as amended. If
sufficient investment income is not available on a monthly basis,
the Fund will distribute long-term capital gains and/or return
capital to its stockholders in order to maintain its managed
distribution level. The Fund expects that distributions under the
Managed Distribution Policy may exceed investment income and
capital gain and thus expects that such distributions may likely
include return of capital for the foreseeable future. No
conclusions should be drawn about the Fund’s investment performance
from the amount of the Fund’s distributions or from the terms of
the Fund’s Managed Distribution Policy. The amount distributed per
share is subject to change at the discretion of the Fund’s Board of
Directors. The Managed Distribution Policy will be subject to
ongoing review by the Board of Directors to determine whether the
Managed Distribution Policy should be continued, modified or
terminated. The Board of Directors may amend the terms of the
Managed Distribution Policy or suspend or terminate the Managed
Distribution Policy at any time without prior notice to the Fund’s
stockholders if it deems such actions to be in the best interest of
the Fund or its stockholders. The amendment or termination of the
Managed Distribution Policy could have an adverse effect on the
market price of the Fund's shares. A return of capital occurs when
some or all of the money that stockholders invested in the Fund is
paid back to them. A return of capital does not reflect the Fund’s
investment performance and should not be confused with “yield” or
“income.” Any such returns of capital will decrease the Fund’s
total assets and, therefore, could have the effect of increasing
the Fund’s expense ratio. In addition, in order to make the level
of distributions called for under its Plan, the Fund may have to
sell portfolio securities at a less than opportune time. With each
distribution that does not consist solely of net investment income,
the Fund will issue a notice to stockholders and an accompanying
press release that will provide detailed information regarding the
amount and composition of the distribution and other related
information. The amounts and sources of distributions reported in
the notice to stockholders are only estimates and are not being
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 its full fiscal year and may be
subject to changes based on tax regulations. The Fund will send
stockholders a Form 1099-DIV for the respective calendar year that
will tell them how to report these distributions for federal income
tax purposes.
Tender Offer Policy:
The Board of Directors also approved a Tender
Offer Policy beginning in 2020. Under the Tender Offer
Policy, if the average discount to the Fund’s NAV is in excess of
10% for the fiscal years ending June 30, 2020, 2021 or 2022, the
Fund will commence a tender offer within 90 days after fiscal
year-end to purchase up to 5% of then-outstanding shares at 97.5%
of NAV.
About Thomas J. Herzfeld Advisors, Inc.
Thomas J. Herzfeld Advisors, Inc., founded in 1984, is an SEC
registered investment advisor, specializing in investment analysis
and account management in closed-end funds. The Firm also
specializes in investment in the Caribbean Basin. The HERZFELD/CUBA
division of Thomas J. Herzfeld Advisors, Inc. serves as the
investment advisor to The Herzfeld Caribbean Basin Fund, Inc. a
publicly traded closed-end fund (NASDAQ: CUBA).
More information about the advisor can be found at
www.herzfeld.com.
Forward-Looking Statements
This press release, and other statements that TJHA or the Fund
may make, may contain forward looking statements within the meaning
of the Private Securities Litigation Reform Act, with respect to
the Fund’s or TJHA’s future financial or business performance,
strategies or expectations. Forward-looking statements are
typically identified by words or phrases such as “trend,”
“potential,” “opportunity,” “pipeline,” “believe,” “comfortable,”
“expect,” “anticipate,” “current,” “intention,” “estimate,”
“position,” “assume,” “outlook,” “continue,” “remain,” “maintain,”
“sustain,” “seek,” “achieve,” and similar expressions, or future or
conditional verbs such as “will,” “would,” “should,” “could,” “may”
or similar expressions. TJHA and the Fund caution that
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made, and TJHA and
the Fund assume no duty to and do not undertake to update
forward-looking statements. Actual results could differ materially
from those anticipated in forward-looking statements and future
results could differ materially from historical performance. With
respect to the Fund, the following factors, among others, could
cause actual events to differ materially from forward-looking
statements or historical performance: (1) changes and volatility in
political, economic or industry conditions, particularly with
respect to Cuba and other Caribbean Basin countries, the interest
rate environment, foreign exchange rates or financial and capital
markets, which could result in changes in demand for the Fund or in
the Fund’s net asset value; (2) the relative and absolute
investment performance of the Fund and its investments; (3) the
impact of increased competition; (4) the unfavorable resolution of
any legal proceedings; (5) the extent and timing of any
distributions or share repurchases; (6) the impact, extent and
timing of technological changes; (7) the impact of legislative and
regulatory actions and reforms, including the Dodd-Frank Wall
Street Reform and Consumer Protection Act, and regulatory,
supervisory or enforcement actions of government agencies relating
to the Fund or TJHA, as applicable; (8) terrorist activities,
international hostilities and natural disasters, which may
adversely affect the general economy, domestic and local financial
and capital markets, specific industries or TJHA or the Fund; (9)
TJHA’s and the Fund’s ability to attract and retain highly talented
professionals; (10) the impact of TJHA electing to provide support
to its products from time to time; and (11) the impact of problems
at other financial institutions or the failure or negative
performance of products at other financial institutions. Annual and
Semi-Annual Reports and other regulatory filings of the Fund with
the SEC are accessible on the SEC’s website at www.sec.gov and on
TJHA’s website at www.herzfeld.com/cuba, and may discuss these or
other factors that affect the Fund. The information contained on
TJHA’s website is not a part of this press release.
Contact:Tom MorganThomas J. Herzfeld Advisors,
Inc.1-305-777-1660
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