UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-06445
The Herzfeld Caribbean Basin Fund, Inc.
(Exact name of registrant as specified in charter)
119 Washington Ave. Suite 504, Miami Beach, FL 33139
(Address of principal executive offices) (Zip code)
Erik M. Herzfeld
119 Washington Ave. Suite 504, Miami Beach, FL 33139
(Name and address of agent for service)
Registrant's telephone number, including area code: 305-777-1660
Date of fiscal year end: 6/30
Date of reporting period: 7/01/21 - 12/31/21
Form N-CSR is to be used by management investment companies to file reports
with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to
stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided
on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form
N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information
contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please
direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary,
Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. SHAREHOLDER REPORT
![(COVER PAGE)](https://content.edgar-online.com/edgar_conv_img/2022/03/07/0001580642-22-001309_hf001_v1.jpg)
The
Herzfeld Caribbean Basin Fund, Inc.
119 Washington Avenue, Suite 504
Miami Beach, FL 33139
(305) 777-1660
Investment
Advisor
HERZFELD/CUBA
a
division of Thomas J. Herzfeld Advisors, Inc.
119 Washington Avenue, Suite 504
Miami Beach, FL 33139
(305) 777-1660
Administrator,
Transfer Agent And Fund Accountant
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246
Sub-Transfer
Agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue Brooklyn
New York, NY 11219
Custodian
Fifth
Third Bank N.A.
Fifth Third Center
38 Fountain Square Plaza
Cincinnati, OH 45263
Counsel
Troutman Pepper Hamilton Sanders LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
Independent
Registered Public Accounting Firm
Tait, Weller & Baker LLP
50 South 16th Street, Suite 2900
Philadelphia, PA 19102
The
Herzfeld Caribbean Basin Fund, Inc.s investment objective is long-term capital appreciation. To achieve its objective, the Fund
invests in issuers that are likely, in the Advisors 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 Caribbean Basin Countries.
Listed
NASDAQ Capital Market
Symbol: CUBA
Letter
to Stockholders (unaudited) |
Dear
Fellow Stockholders,
We
are pleased to present our Semi-Annual Report for the six-month period ended December 31, 2021. On that date, the net asset value (NAV)
of the Fund was $6.61 per share, up 1.17% over the six months then ended, adjusted for distributions. The Funds share price closed
the period at $5.53 per share, a decline of 3.55% over the same semi-annual time period, adjusted for distributions. For calendar year
2021, the Funds net asset value and price gained 19.91% and 24.46%, respectively, in each case adjusted for distributions. Our
NAV per share increase during the six-month period, together with the decrease in our share price, resulted in a widening of the price
discount to NAV from -11.19% to -16.28%.
![(PHOTO OF Thomas J. Herzfeld)](https://content.edgar-online.com/edgar_conv_img/2022/03/07/0001580642-22-001309_hf002_v1.jpg) |
|
Thomas
J. Herzfeld |
Chairman
and |
Portfolio
Manager |
The
Fund seeks long-term capital appreciation through investment in companies that we believe are poised to benefit from economic, political,
structural, and technological developments in the Caribbean Basin. Part of the investment strategy focuses on companies in the region
that we believe would benefit from the resumption of U.S. trade with Cuba. Since it is impossible to predict when the U.S. embargo will
be lifted, we have concentrated on investments that we believe are uncorrelated to political or economic change with respect to Cuba.
Caribbean
Basin Update
The
infectious and deadly COVID-19 Delta variant slowed down global economic recovery efforts over the summer months only to give way to
the even more infectious but less deadly Omicron variant heading into the winter of 2021. The spike in cases slowed reopening efforts
for many economies, including those in the Caribbean Basin. The only silver-lining from the latest wave of cases is the potential that
we may be transitioning from the pandemic phase of COVID-19 to a more manageable endemic phase. Many Caribbean countries enter 2022 with
vaccination rates above 50% and growing with only a handful below that level. Puerto Rico has a higher vaccination rate than any U.S.
state. The vaccination rates of Cuba and the Cayman Islands are just below 90%. Note however that vaccination rates in Jamaica are at
20% and Haiti at approximately 1%, but these low vaccination rates have become a rarity in the region.
The
Caribbean tourism industry, which is so important to the region, has yet to fully rebound to pre-pandemic levels. In October, the International
Monetary Fund (IMF) estimated that tourism visits to the region would come in at approximately 60% of pre-COVID-19 levels
for calendar year 2021.1 Among the factors which may be contributing to the slow
| 1 | See
Introductory remarks by the Acting Director of the Western Hemisphere Department, Nigel Chalk, A Long and Winding Road to Recovery
in Latin America and the Caribbean, October 21, 2021. |
Letter
to Stockholders (unaudited) (continued) |
![(PHOTO OF Erik M. Herzfeld)](https://content.edgar-online.com/edgar_conv_img/2022/03/07/0001580642-22-001309_hf003_v1.jpg) |
|
Erik
M. Herzfeld |
President
and |
Portfolio
Manager |
tourism
recovery are limited access to vaccines, country and city lockdowns, ongoing curfews, flight and cruise cancellations, COVID-19 testing
costs for tourists, and quarantine requirements upon arrival to Caribbean locations and return to home countries. Tourists from North
America and Europe make up the bulk of arrivals to the region and have not returned in their usual numbers to the Caribbean Basin.
Commodity
exporting countries saw significant GDP growth during the period. Our expectation is for continuing growth in 2022 assuming commodity
prices hold their current levels. The corresponding higher prices for oil and gas are not necessarily beneficial to most Caribbean countries,
however, as most are energy importers and therefore bear the costs of higher energy prices.
In
addition to the economic factors impacting the region, the political situation in Cuba remains difficult. The large scale Cuban protests
that occurred in July 2021 were quashed by the Cuban regime. Aid organization Cubalex counted 1,355 people detained by the government
as a result of those protests, with 158 of those accused of, or already found guilty and sentenced for, sedition. Sentences for some
have been as long as 30 years as the government is using extreme punishments to discourage future protests. We believe that any chance
of normalization with the Biden Administration in the near term ended following the harsh crackdown on protesters. We view the Cuban
governments harsh reaction to the July protests as a desperate move to tighten its grip over a frustrated citizenry and a sign
of weakness instead of strength. With the apparent suspension of U.S./Cuba normalization efforts, the Cuban government continues to be
hard-pressed to find alternatives to stimulate its floundering economy. Any significant economic support from Venezuela does not appear
to be an option as its economy remains challenging.
In
summary, the Caribbean Basin economies were severely impacted by both the Omicron variant due to the importance of tourism to the region
and the rise in energy prices due to the general reliance on oil and gas imports. With the Cuban political situation at a standstill,
the six month period ending December 31, 2021 was one of significant challenges relative to improvements weve observed during
this period within the global economy generally.
Portfolio
After
a strong start to calendar year 2021, the Fund was impacted by the factors outlined above, particularly with respect to impacts to travel
stocks held in the portfolio during the six month period ended December 31, 2021. These negative impacts were mitigated by the portfolios
overweight allocations to industrials, financials, and materials.
Our
largest position, MasTec, Inc. (MTZ), dropped 13.03% during the six month period ending December 31, 2021, giving back gains from the
first half of the calendar year. The position ended the calendar year with a gain of 35.35%. The Bipartisan Infrastructure Law (Infrastructure
Investment and Jobs Act) (the Bill) passed by the U.S. Congress in November included funds allocated for repair and rebuild
of roads, bridges, ports, and
Letter
to Stockholders (unaudited) (continued) |
railroads.
The Bill also includes improvements to internet access and energy infrastructure. MTZ expects to benefit significantly from the spending
allocation in the Bill in addition to the companys current backlog across all lines of its business. The company was active on
the M&A front in 2021, acquiring three companies and investing in a fourth, including acquisitions of Intren, LLC and Henkels &
McCoy, Inc. which the company believes will expand its footprint as a utility contractor and create more diversification in MTZs
business lines.
![(PHOTO OF Ryan M. Paylor)](https://content.edgar-online.com/edgar_conv_img/2022/03/07/0001580642-22-001309_hf004_v1.jpg) |
|
Ryan
M. Paylor |
Portfolio
Manager |
The
largest contributor to the portfolio during the period was our holdings in AerSale Corporation equity (ASLE) and warrants (ASLEW). The
warrants gained 84.52% before we exercised them for more stock while the equity gained 42.38% in the six month period ended December
31, 2021. AerSale specializes in the sale, lease, and exchange of used aircraft, engines and components, and provides a broad range of
maintenance, repair and overhaul, and engineering services for commercial aircraft and components. We believe AerSale will continue to
be a major beneficiary of the anticipated rebound in the airline industry as the pandemic abates. We expect demand for recertification
of grounded fleets (required in order to return to service) and demand for general maintenance services to be positively impacted. Additionally,
we feel the company enters 2022 in an enviable position as their balance sheet has zero debt providing them the flexibility to be active
on the M&A front.
NextEra
Energy, Inc. (NEE) was another strong performer in the second half of 2021 gaining 28.55%. NEE is a U.S. energy company and the largest
electric utility holding company by market capitalization. Its subsidiaries include Florida Power & Light and other Gulf Coast retail
energy companies. The company continues to execute as a leader in sustainable energy generation and distribution. With most of the global
community agreeing to cut carbon fuel emissions and the recently passed infrastructure spending plan including spending provisions for
renewable energy, we believe NEE will have growth tailwinds for the foreseeable future. Compared to its utility peers, NEE trades at
a premium valuation but it is one of the few operators that has made growth a priority. Our view is that NEE will continue to benefit
from its growth strategy despite any rising interest rate headwinds.
Also
contributing to the performance during the period was Retail Value Inc. (RVI). We exited the position after the retail shopping center
owner sold its remaining properties in Puerto Rico. We were able to realize a gain of 55.43% in less than eight months as the company
sped up its sales into a sellers market.
The
worst performer over the period was New Fortress Energy Inc. (NFE), a liquefied natural gas company, which dropped 35.80% in the second
half of 2021. From its January 2021 high, NFE dropped more than 60%. The company significantly underperformed its peers on a price basis
in 2021 despite revenue growth of 139% in 2020 and estimated 2021 growth of 160%. The company expects to continue to grow revenues more
than 80% and is currently trading at 16x 2022 estimated earnings and 6x 2023 estimated earnings.
Letter
to Stockholders (unaudited) (continued) |
We
believe there are a few market conditions that favor NFE and liquefied natural gas companies generally including the advantage liquefied
natural gas has over coal and diesel with respect to greenhouse gas reduction and its usually greater reliability and consistency as
an energy source when compared to wind or solar. Those factors appear to be particularly important to poorer nations when looking to
convert existing coal/diesel powered facilities to liquefied natural gas.
The
Funds investments in cruise lines came under pressure due to spiking Delta variant cases in the summer of 2021 which was then
followed by an even larger wave of Omicron variant cases. Norwegian Cruise Line (NCLH), Carnival Corp (CCL), and Royal Caribbean Cruises
(RCL) all struggled dropping between 29.48% and 9.83% during the six month period ended December 31, 2021. Cruise cancellations, denial
of entry at some ports, and outbreaks of COVID onboard vessels all contributed to the declines. We expect cruise lines to continue to
have stops and starts during the next reopening period until the region generally, and the cruise lines specifically, have transitioned
from reacting to the pandemic to managing an endemic. Cruise lines have made major changes in order to operate in the current environment.
In addition to requiring vaccinations and pre-trip PCR tests, operators have increased cleaning and disinfection protocols, upgraded
air filtration systems, and improved and increased onboard medical teams and health services. The costs of these added measures have
been passed onto the consumer as much as possible and with a potential return to profitability in 2022, we expect the companies should
then be able to focus on debt reduction and balance sheet improvement.
Outlook
Our
view is that the pace of economic recovery generally globally seen in 2021 should accelerate in 2022 as vaccination rates pick up across
the region and the world transitions from fighting the pandemic to managing the endemic phase of COVID-19. However, we agree with the
IMF warning that the recovery is not likely to be linear with new variants and the ability to manage those variants an important unknown
along with more traditional economic variables including inflation, rising interest rates, and other macro factors impacting the region.
With
the vaccination rates in most of the Caribbean Basin catching up to the developed world, we would expect to see less disruption from
COVID-19 outbreaks and more of a rebound in travel related holdings and other cyclicals that profit from increased tourism activity.
Additionally, the indications from the Federal Reserves guidance of multiple rate hikes in 2022 should be a tailwind for the financial
sector, which is the second largest allocation in the portfolio at 18%. Finally, as the U.S. implements the infrastructure spending plan
passed by Congress, we expect holdings such as MasTec and other industrials and materials companies to drive returns to the portfolio
as demand for products and services in those industries is positively impacted.
Letter
to Stockholders (unaudited) (continued) |
Largest
Allocations
The
following tables present our largest investment and geographic allocations as of December 31, 2021.
| |
% of Net |
| |
| |
% of Net |
Geographic Allocation | |
Assets |
| |
Largest Portfolio Positions | |
Assets |
| |
|
| |
| |
|
USA | |
59.74% |
| |
MasTec, Inc. | |
14.46% |
Mexico | |
16.96% |
| |
First BanCorporation | |
6.99% |
Puerto Rico | |
13.39% |
| |
Popular, Inc. | |
6.40% |
Panama | |
6.43% |
| |
NextEra Energy, Inc. | |
6.38% |
Columbia | |
1.62% |
| |
Martin Marietta Materials, Inc. | |
4.46% |
Cayman Islands | |
1.19% |
| |
PGT Innovations, Inc. | |
4.39% |
Cuba | |
0.00% |
| |
Aersale Corp. | |
4.33% |
Money Market Funds | |
0.42% |
| |
Copa Holdings, S.A. | |
4.24% |
Liabilities in excess of other assets | |
0.25% |
| |
Royal Caribbean Cruises Ltd. | |
3.81% |
| |
100.00% |
| |
Cemex S.A.B. de C.V. | |
3.79% |
Quarterly
Distribution in Stock and Cash
On
February 8, 2022, under the Funds managed distribution policy (the Policy), we announced a quarterly distribution
in the amount of $0.26475 per share for common stockholders to be paid March 31, 2022. The distribution will be paid in cash or shares
of our common stock at the election of stockholders. The distribution in stock or cash is consistent with the Funds prior two
quarterly distributions.
The
total amount of cash distributed to all stockholders will be limited to 20% of the total distribution to be paid, excluding any cash
paid for fractional shares. The remainder of the distribution (approximately 80%) will be paid in the form of shares of our common stock.
The exact distribution of cash and stock to any given stockholder will be dependent upon his/her election as well as elections of other
stockholders, subject to the pro-rata limitation.
We
believe that this cash and stock distribution will allow the Fund to strengthen its balance sheet and to be in position to capitalize
on potential future investment opportunities.
The
primary purpose of the Policy is to provide stockholders with a constant, but not guaranteed, fixed minimum rate of distribution each
quarter (currently set at the annual rate of 15% of the Funds net asset value as determined on June 30, 2021 and payable in quarterly
installments). The Fund cannot predict what effect, if any, the Policy will have on the market price of its shares or whether such market
price will reflect a greater or lesser discount to net asset value as compared to prior to the adoption of the Policy.
Weekly
net asset values and press releases by the Fund are available on our website at www.herzfeld.com/cuba.
Letter
to Stockholders (unaudited) (continued) |
We
would like to thank the members of the Board of Directors for their hard work and guidance and also thank our fellow stockholders for
their continued support and suggestions.
Sincerely,
![(-s-Thomas J. Herzfeld)](https://content.edgar-online.com/edgar_conv_img/2022/03/07/0001580642-22-001309_hf005_v1.jpg) |
![(-s-Erik M. Herzfeld)](https://content.edgar-online.com/edgar_conv_img/2022/03/07/0001580642-22-001309_hf006_v1.jpg) |
![(-s-Ryan M. Paylor)](https://content.edgar-online.com/edgar_conv_img/2022/03/07/0001580642-22-001309_hf007_v1.jpg) |
|
|
|
Thomas
J. Herzfeld |
Erik
M. Herzfeld |
Ryan
M. Paylor |
Chairman
of the Board |
President
and |
Portfolio
Manager |
and
Portfolio Manager |
Portfolio
Manager |
|
The
above commentary is for informational purposes only and does not represent an offer, recommendation or solicitation to buy, hold or sell
any security. The commentary is intended to assist stockholders in understanding our performance during the six-month period ended December
31, 2021. The views and opinions in this letter were current as of February 9, 2022. Statements other than those of historical facts
included herein may constitute forward-looking statements regarding managements future expectations, beliefs, intentions, goals,
strategies, plans or prospects, including statements relating to managements beliefs that the cash and stock distribution will
allow the Fund to strengthen its balance sheet and to be in a position to capitalize on potential future investment opportunities, when
there can be no assurance either will occur, and other factors may contain forward looking statements within the meaning of the Private
Securities Litigation Reform Act, with respect to the Funds future financial or business performance, strategies or expectations.
Nothing herein should be relied upon as a representation as to the future performance or portfolio holdings of the Fund. We undertake
no duty to update any forward-looking statement made herein. The specific securities identified and described do not represent all of
the securities purchased or sold and you should not assume that investments in the securities identified and discussed will be profitable.
Portfolio composition is subject to change.
Investment
Results (unaudited) |
Average
Annual Total Returns*
(For
the periods ended December 31, 2021)
|
Six
Months |
One
Year |
Five
Year |
Ten
Year |
The
Herzfeld Caribbean Basin Fund |
|
|
|
|
Net
asset value per share |
1.17% |
19.91% |
5.99% |
6.14% |
Market
value per share |
-3.55% |
24.46% |
6.36% |
6.78% |
S&P
500® Index** |
11.67% |
28.71% |
18.47% |
16.55% |
MSCI
Emerging Markets ex Asia Index *** |
-4.65% |
7.57% |
4.73% |
0.64% |
Total
annual operating expenses, as disclosed in the Herzfeld Caribbean Basin Fund (the Fund) N-2 dated April 15, 2021 and amended
June 29, 2021, were 3.20% of average daily net assets. During the fiscal year ended June 30, 2021, the Adviser voluntarily waived its
management fee by 10 basis points (from 1.45% to 1.35%) in support of the Funds initiative to attempt to reduce the stock price
discount to net asset value. Additional information pertaining to the Funds expense ratios as of December 31, 2021 can be found
in the financial highlights.
The
performance quoted represents past performance, which does not guarantee future results. The investment return and principal
value of an investment will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original
cost. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund
shares. The Funds investment objectives, risks, charges and expenses must be considered carefully before investing. Current performance
of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained
by calling (305) 777-1660.
| * | Return
figures reflect any change in price per share and assume the reinvestment of all distributions. The Funds returns reflect any
fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would have been lower.
Total returns for periods less than 1 year are not annualized. |
| ** | The
S&P 500® Index is a widely recognized unmanaged index of equity
securities and is representative of a broader domestic equity market and range of securities
than is found in the Funds portfolio. Individuals cannot invest directly in the Index;
however, an individual can invest in exchange traded funds or other investment vehicles that
attempt to track the performance of a benchmark index. |
| *** | The
MSCI Emerging Markets ex Asia Index (the Index) captures large and mid cap representation across 17 Emerging Markets countries
(Argentina, Brazil, Chile, Colombia, Czech Republic, Egypt, Greece, Hungary, Mexico, Peru, Poland, Qatar, Russia, Saudi Arabia, South
Africa, Turkey and United Arab Emirates). With 264 constituents, the index covers approximately 85% of the free float-adjusted market
capitalization in each country excluding Asia. The Index is representative of a broader domestic equity market and range of securities
than is found in the Funds portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in exchange
traded funds or other investment vehicles that attempt to track the performance of a benchmark index. |
The
Funds investment objectives, strategies, risks, charges and expenses must be considered carefully before investing. The prospectus
contains this and other important information about the Fund and may be obtained by calling the same number as above. Please read it
carefully before investing.
Schedule
of Investments as of December 31, 2021 (unaudited)
Shares or | | |
| |
| |
Principal | | |
| |
| |
Amount | | |
Description | |
Fair Value | |
Common Stocks — 99.33% of net assets |
| |
|
| |
Aerospace and Defense — 4.33% | |
| | |
| 96,418 | | |
Aersale Corp.* | |
$ | 1,710,455 | |
| | | |
| |
| | |
Airlines — 4.24% | |
| | |
| 20,250 | | |
Copa Holdings, S.A.* | |
| 1,673,865 | |
| | | |
| |
| | |
Banking and finance — 19.34% | |
| | |
| 20,280 | | |
Bancolombia, S.A. | |
| 640,645 | |
| 52,089 | | |
Banco Latinoamericano de Comercio Exterior, S.A. | |
| 864,677 | |
| 16,956 | | |
Evertec, Inc. | |
| 847,461 | |
| 200,211 | | |
First BanCorp. (Puerto Rico) | |
| 2,758,908 | |
| 30,814 | | |
Popular, Inc. | |
| 2,527,981 | |
| | | |
| |
| | |
Communications — 2.02% | |
| | |
| 10,698 | | |
América Móvil, S.A.B. de C.V. Series L ADR | |
| 225,835 | |
| 209,144 | | |
América Móvil, S.A.B. de C.V. | |
| 220,953 | |
| 479,175 | | |
Fuego Enterprises, Inc.* | |
| 119,794 | |
| 207,034 | | |
Grupo Radio Centro S.A.B. de C.V.* | |
| 37,328 | |
| 32,272 | | |
Spanish Broadcasting System, Inc.* | |
| 161,360 | |
| 33,226 | | |
Telesites S.A.B. Series B-1 | |
| 33,985 | |
| | | |
| |
| | |
Construction and related — 29.73% | |
| | |
| 220,645 | | |
Cemex, S.A.B. de C.V. ADR* | |
| 1,495,973 | |
| 20 | | |
Ceramica Carabobo Class A ADR*1 | |
| — | |
| 4,000 | | |
Martin Marietta Materials | |
| 1,762,080 | |
| 61,874 | | |
MasTec, Inc.* | |
| 5,709,733 | |
| 77,117 | | |
PGT Innovations, Inc.* | |
| 1,734,361 | |
| 5,000 | | |
Vulcan Materials | |
| 1,037,900 | |
| | | |
| |
| | |
Food, beverages and tobacco — 6.15% | |
| | |
| 503,164 | | |
Becle, S.A.B. de C.V. | |
| 1,262,734 | |
| 18,900 | | |
Fomento Económico Mexicano, S.A.B. de C.V. Series UBD | |
| 146,889 | |
| 13,110 | | |
Fomento Económico Mexicano, S.A.B. de C.V. ADR | |
| 1,018,778 | |
See
accompanying notes to the financial statements.
Schedule
of Investments as of December 31, 2021 (unaudited)
Shares or | | |
| |
| |
Principal | | |
| |
| |
Amount | | |
Description | |
Fair Value | |
Housing — 3.68% |
| |
| 12,500 | | |
Lennar Corporation | |
$ | 1,452,000 | |
| | | |
| |
| | |
Investment companies — 0.00% | |
| | |
| 70,000 | | |
Waterloo Investment Holdings Ltd.*1 | |
| — | |
| | | |
| |
| | |
Leisure — 10.20% | |
| | |
| 17,559 | | |
Carnival Corporation* | |
| 353,287 | |
| 6,745 | | |
Marriott Vacations Worldwide Corporation | |
| 1,139,770 | |
| 49,717 | | |
Norwegian Cruise Line Holdings Ltd.* | |
| 1,031,131 | |
| 19,570 | | |
Royal Caribbean Cruises Ltd.* | |
| 1,504,933 | |
| | | |
| |
| | |
Mining — 0.04% | |
| | |
| 3,872 | | |
Grupo México, S.A.B. de C.V. Series B | |
| 16,842 | |
| | | |
| |
| | |
Retail — 2.22% | |
| | |
| 1,270 | | |
Grupo Elektra, S.A.B. de C.V. Series CPO | |
| 95,925 | |
| 210,222 | | |
Wal-Mart de México, S.A.B. de C.V. Series V | |
| 780,804 | |
| | | |
| |
| | |
Transportation Infrastructure — 3.45% | |
| | |
| 6,600 | | |
Grupo Aeroportuario ADR | |
| 1,360,656 | |
| | | |
| |
| | |
Trucking and marine freight — 1.37% | |
| | |
| 137 | | |
Seaboard Corporation | |
| 539,096 | |
| | | |
| |
| | |
Utilities — 10.58% | |
| | |
| 23,200 | | |
Caribbean Utilities Ltd. Class A | |
| 346,840 | |
| 44,092 | | |
Consolidated Water Company Ltd. | |
| 469,139 | |
| 700 | | |
Cuban Electric Company*1 | |
| — | |
| 26,976 | | |
NextEra Energy, Inc. | |
| 2,518,479 | |
| 34,911 | | |
New Fortress Energy, Inc., Class A | |
| 842,752 | |
| | | |
| |
| | |
Other — 1.98% | |
| | |
| 55,921 | | |
Margo Caribe, Inc.* | |
| 782,894 | |
| 79 | | |
Siderurgica Venezolana Sivensa, S.A. Series B*1 | |
| — | |
| | | |
| |
| | |
Total common stocks (cost $23,088,767) | |
| 39,226,243 | |
See
accompanying notes to the financial statements.
Schedule
of Investments as of December 31, 2021 (unaudited)
Shares or | | |
| |
| |
Principal | | |
| |
| |
Amount | | |
Description | |
Fair Value | |
Bonds — 0.00% of net assets | |
| | |
$ | 165,000 | | |
Republic of Cuba - 4.5%, 1977 - in default*1 | |
$ | — | |
| | | |
| |
| | |
Total bonds (cost $63,038) | |
| — | |
| | | |
| |
| | |
Money Market Securities — 0.42% | |
| | |
| 164,829 | | |
Federated Hermes Government Obligations Fund, Institutional Class,
0.03%2 | |
| 164,829 | |
| | | |
| |
| | |
Total Money Market Securities (cost $164,829) | |
| 164,829 | |
| |
| | |
Total investments (cost $23,316,634) — 99.75% of net assets | |
| 39,391,072 | |
| |
| | |
Other assets in excess of liabilities — 0.25% of net assets | |
| 97,238 | |
| |
| | |
Net assets — 100% | |
$ | 39,488,310 | |
| 1 | Securities
have been fair valued in good faith using fair value methodology approved by the Board of Directors. Fair valued securities comprised
0.00% of net assets. |
| 2 | Rate
disclosed is the seven day effective yield as of December 31, 2021. |
See
accompanying notes to the financial statements.
Schedule
of Investments as of December 31, 2021 (unaudited)
The
investments are concentrated in the following geographic regions (as percentages of net assets)(unaudited):
United States of America | |
| 59.74 | % |
Mexico | |
| 16.96 | % |
Puerto Rico | |
| 13.39 | % |
Panama | |
| 6.43 | % |
Other, individually under 5%** | |
| 3.48 | % |
| |
| 100.00 | % |
| ** | Amount
includes other assets in excess of liabilities of 0.25% |
See
accompanying notes to the financial statements.
Statement
of Assets and Liabilities as of
December 31, 2021 (unaudited)
ASSETS | |
| | |
| |
Investments in securities, at fair value (cost $23,316,634) (Notes 2 and 3) | |
| | | |
$ | 39,391,072 | |
Dividends receivable | |
| | | |
| 22,758 | |
Receivable for Fund shares reinvested | |
| | | |
| 16,574 | |
Deferred offering costs (shelf) (Note 7) | |
| | | |
| 67,342 | |
Other assets | |
| | | |
| 149,100 | |
TOTAL ASSETS | |
| | | |
| 39,646,846 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
Accrued investment advisor fee (Note 4) | |
$ | 42,094 | | |
| | |
Accrued Administrator fees | |
| 5,684 | | |
| | |
Accrued audit fees | |
| 60,916 | | |
| | |
Accrued directors fees | |
| 45,239 | | |
| | |
Accrued other expenses | |
| 4,603 | | |
| | |
TOTAL LIABILITIES | |
| | | |
| 158,536 | |
| |
| | | |
| | |
NET ASSETS
(Equivalent to $6.61 per share based on 5,975,457 shares outstanding) | |
| | | |
$ | 39,488,310 | |
| |
| | | |
| | |
Net assets consist of the following: | |
| | | |
| | |
Common stock, $.001 par value; 100,000,000 shares authorized; 5,975,457 shares issued and outstanding | |
| | | |
| | |
Paid-in capital | |
| | | |
| 24,883,913 | |
Accumulated earnings | |
| | | |
| 14,604,397 | |
NET ASSETS | |
| | | |
$ | 39,488,310 | |
See
accompanying notes to the financial statements.
Statement
of Operations
For
the Six Month Period Ended December 31, 2021 (unaudited)
INVESTMENT INCOME | |
| | | |
| | |
Dividends (net of foreign withholding tax of $12,890) | |
| | | |
$ | 1,099,589 | |
Interest income | |
| | | |
| 37 | |
Total investment income | |
| | | |
| 1,099,626 | |
| |
| | | |
| | |
EXPENSES | |
| | | |
| | |
Investment advisor fees (Note 4) | |
$ | 288,307 | | |
| | |
Legal fees | |
| 50,410 | | |
| | |
Director fees | |
| 66,039 | | |
| | |
Compliance and operational support services fees (Note 4) | |
| 30,246 | | |
| | |
Audit fees | |
| 20,417 | | |
| | |
Administration fees (Note 4) | |
| 32,767 | | |
| | |
Transfer agent fees | |
| 14,518 | | |
| | |
Printing and postage | |
| 11,123 | | |
| | |
Custodian fees | |
| 3,108 | | |
| | |
Listing fees | |
| 16,229 | | |
| | |
Other | |
| 36,032 | | |
| | |
Total expenses | |
| | | |
| 569,196 | |
Fees voluntarily waived by investment advisor | |
| | | |
| (19,883 | ) |
Net operating expenses | |
| | | |
| 549,313 | |
| |
| | | |
| | |
NET INVESTMENT INCOME | |
| | | |
| 550,313 | |
| |
| | | |
| | |
NET
REALIZED AND CHANGE IN UNREALIZED GAIN/ LOSS ON INVESTMENTS | |
| | | |
| | |
Net realized loss on
investments and foreign currency | |
| (447,707 | ) | |
| | |
Change in unrealized
appreciation/depreciation on investments and foreign currency | |
| 944,470 | | |
| | |
| |
| | | |
| | |
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY | |
| | | |
| 496,763 | |
| |
| | | |
| | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | |
| | | |
$ | 1,047,076 | |
See
accompanying notes to the financial statements.
Statements
of Changes in Net Assets
| |
For the Six | | |
| |
| |
Months Ended | | |
For the | |
| |
December 31, | | |
Year Ended | |
| |
2021 | | |
June 30, | |
| |
(unaudited) | | |
2021 | |
INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS | |
| | | |
| | |
Net investment income (loss) | |
$ | 550,313 | | |
$ | (788,653 | ) |
Net realized gain/loss on investments and foreign currency | |
| (447,707 | ) | |
| 1,030,179 | |
Change in unrealized appreciation/depreciation on investments and foreign currency | |
| 944,470 | | |
| 17,507,901 | |
| |
| | | |
| | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | |
| 1,047,076 | | |
| 17,749,427 | |
| |
| | | |
| | |
DISTRIBUTIONS TO STOCKHOLDERS | |
| | | |
| | |
Return of capital | |
| (3,062,913 | ) | |
| (3,713,781 | ) |
| |
| | | |
| | |
TOTAL DISTRIBUTIONS | |
| (3,062,913 | ) | |
| (3,713,781 | ) |
| |
| | | |
| | |
CAPITAL TRANSACTIONS | |
| | | |
| | |
Reinvestment of distributions, 450,691 and 0 shares issued, respectively | |
| 2,466,576 | | |
| — | |
Payments for 302,216 and 306,683 shares repurchased, respectively | |
| (2,109,770 | ) | |
| (2,084,142 | ) |
NET INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL TRANSACTIONS | |
| 356,806 | | |
| (2,084,142 | ) |
| |
| | | |
| | |
TOTAL INCREASE (DECREASE) IN NET ASSETS | |
| (1,659,031 | ) | |
| 11,951,504 | |
| |
| | | |
| | |
NET ASSETS | |
| | | |
| | |
Beginning of period | |
| 41,147,341 | | |
| 29,195,837 | |
End of period | |
$ | 39,488,310 | | |
$ | 41,147,341 | |
See
accompanying notes to the financial statements.
Financial
Highlights
| |
Six
Months | | |
| | |
| | |
| | |
| | |
| |
| |
Ended | | |
| | |
| | |
| | |
| | |
| |
| |
December
31, | | |
| |
| |
2021 | | |
Year
Ended June 30 | |
| |
(unaudited) | | |
2021 | | |
2020 | | |
2019 | | |
2018 | | |
2017 | |
Selected
Per Share Data: | |
| | |
| | |
| | |
| | |
| | |
| |
Net asset value, beginning
of period | |
$ | 7.06 | | |
$ | 4.76 | | |
$ | 7.59 | | |
$ | 8.00 | | |
$ | 8.32 | | |
$ | 6.47 | |
Operations: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net
investment income (loss)1 | |
| 0.09 | | |
| (0.13 | ) | |
| (0.10 | ) | |
| (0.08 | ) | |
| (0.11 | ) | |
| (0.14 | ) |
Net realized and unrealized
gain (loss) on investment | |
| (0.02 | ) | |
| 3.04 | | |
| (1.72 | ) | |
| (0.02 | ) | |
| (0.09 | ) | |
| 2.12 | |
Total from investment
operations | |
| 0.07 | | |
| 2.91 | | |
| (1.82 | ) | |
| (0.10 | ) | |
| (0.20 | ) | |
| 1.98 | |
Less
distributions to shareholders from: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net realized gains | |
| — | | |
| — | | |
| (0.11 | ) | |
| (0.31 | ) | |
| (0.12 | ) | |
| (0.13 | ) |
Return of capital | |
| (0.53 | ) | |
| (0.62 | ) | |
| (0.90 | ) | |
| — | | |
| — | | |
| — | |
Total distributions | |
| (0.53 | ) | |
| (0.62 | ) | |
| (1.01 | ) | |
| (0.31 | ) | |
| (0.12 | ) | |
| (0.13 | ) |
Anti-dilutive effect
due to common stock repurchases | |
| 0.01 | | |
| 0.01 | | |
| — | | |
| — | | |
| — | | |
| — | |
Net asset value, end of period | |
$ | 6.61 | | |
$ | 7.06 | | |
$ | 4.76 | | |
$ | 7.59 | | |
$ | 8.00 | | |
$ | 8.32 | |
Per share market value, end of period | |
$ | 5.53 | | |
$ | 6.27 | | |
$ | 3.70 | | |
$ | 6.36 | | |
$ | 6.60 | | |
$ | 7.20 | |
Total
Investment return based on market value per share2 | |
| (3.55 | )% 3 | |
| 91.31 | % | |
| (27.37 | )% | |
| 2.16 | % | |
| (6.82 | )% | |
| 20.17 | % |
Ratios
and Supplemental Data: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net assets, end of period
(000 omitted) | |
$ | 39,488 | | |
$ | 41,147 | | |
$ | 29,196 | | |
$ | 46,542 | | |
$ | 49,048 | | |
$ | 51,047 | |
Ratio of expenses to
average net assets after waiver | |
| 2.76 | % 4 | |
| 3.15 | % 5 | |
| 3.10 | % | |
| 2.79 | % | |
| 2.72 | % 6 | |
| 3.36 | % 7 |
Ratio of expenses to
average net assets before waiver | |
| 2.86 | % 4 | |
| 3.25 | % 5 | |
| 3.20 | % | |
| 2.79 | % | |
| 2.72 | % 6 | |
| 3.36 | % 7 |
Ratio of net investment
income (loss) to average net assets after waiver | |
| 2.77 | % 4 | |
| (2.14 | )% 5 | |
| (1.51 | )% | |
| (1.06 | )% | |
| (1.29 | )% 6 | |
| (1.86 | )% 7 |
Portfolio turnover rate | |
| 2 | % 3 | |
| 12 | % | |
| 8 | % | |
| 6 | % | |
| 19 | % | |
| 16 | % |
| 1 | Computed
by dividing the respective periods amounts from the Statement of Operations by the average outstanding shares for each
period presented. |
| 2 | Total
investment return is calculated assuming a purchase of common stock at the current market price on the first day and a sale at
the current market price on the last day of each period reported. Dividends and distributions, if any, are assumed for purposes
of this calculation to be reinvested at actual prices pursuant to the Funds Dividend Reinvestment Plan. |
| 5 | This
figure includes expenses incurred as a result of the expiration of the Funds shelf registration. The overall impact on
the Funds ratios is an increase of 0.06% (Note 7). |
| 6 | This
figure includes expenses incurred as a result of the expiration of the Funds shelf registration. The overall impact on
the Funds ratios is an increase of 0.22% (Note 7). |
| 7 | This
figure includes expenses incurred as a result of the expiration of the Funds ATM offering. The overall impact on the Funds
ratios is an increase of 0.63% (Note 7). |
See
accompanying notes to the financial statements.
Notes
to Financial Statements (unaudited) |
NOTE
1. ORGANIZATION AND RELATED MATTERS
The
Herzfeld Caribbean Basin Fund, Inc. (the Fund) is a non-diversified, closed-end management investment company incorporated
under the laws of the State of Maryland on March 10, 1992, and registered under the Investment Company Act of 1940, as amended, and follows
accounting and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)
Topic 946, Financial Services - Investment Companies. The Fund commenced investing activities in January 1994. The Fund
is listed on the NASDAQ Capital Market and trades under the symbol CUBA.
The
Funds investment objective is to obtain long-term capital appreciation. The Fund pursues its objective by investing primarily
in equity and equity-linked securities of public and private companies, including U.S.-based companies, (i) whose securities are traded
principally on a stock exchange in a Caribbean Basin Country or (ii) that have at least 50% of the value of their assets in a Caribbean
Basin Country or (iii) that derive at least 50% of their total revenue from operations in a Caribbean Basin Country (collectively, Caribbean
Basin Companies). Under normal conditions, the Fund invests at least 80% of its total assets in equity and equity-linked securities
of Caribbean Basin Countries. This 80% policy may be changed without stockholder approval upon sixty days written notice to stockholders.
The Funds investment objective is fundamental and may not be changed without the approval of a majority of the Funds outstanding
voting securities.
Under
the Funds organizational documents, its Officers and Directors are indemnified against certain liabilities arising out of the
performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors
and others that provide for general indemnifications. The Funds maximum exposure under these arrangements is unknown as this would
involve any future potential claims that may be made against the Fund. However, based on experience, management expects the risk of loss
to be remote.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Security
Valuation
In
accordance with accounting principles generally accepted in the United States of America (GAAP), fair value is defined
as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly
transaction between market participants at the measurement date.
In
determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used
in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable
inputs be used when available.
Observable
inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent
of the Fund. Unobservable inputs reflect the Funds assumptions about the inputs market participants would use in pricing the asset
or liability developed based on the best information
Notes
to Financial Statements (unaudited) (continued) |
available
in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
| Level
1: | Unadjusted
quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
| Level
2: | Observable
inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. These
inputs may include quoted prices for the identical instrument on an active market, prices for similar instruments, interest rates, prepayment
speeds, credit risk, yield curves, default rates, and similar data. |
| Level
3: | Unobservable
inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Funds own
assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the
best information available. |
The
availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors
including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular
to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market,
the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately
realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation,
those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities
existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for securities categorized in
Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such
cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls,
is determined based on the lowest level input that is significant to the fair value measurement.
Fair
value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore,
even when market assumptions are not readily available, the Funds own assumptions are set to reflect those that market participants
would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement
date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced
for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.
Investments
in securities traded on a national securities exchange (or reported on the NASDAQ National Market or Capital Market) are stated at the
last reported sales price on the day of valuation (or at the NASDAQ official closing price); other securities traded in the over-the-counter
market and listed securities for which no sale was reported on that date are stated at the last quoted bid price. Restricted securities
and other securities for
Notes
to Financial Statements (unaudited) (continued) |
which
quotations are not readily available are valued at fair value as determined, in good faith, by the Board of Directors.
The
following table summarizes the classification of the Funds investments by the above fair value hierarchy levels as of December
31, 2021:
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets (at fair value) | |
| | | |
| | | |
| | | |
| | |
Common Stocks | |
| | | |
| | | |
| | | |
| | |
USA | |
$ | 23,594,326 | | |
$ | — | | |
$ | — | | |
$ | 23,594,326 | |
Mexico | |
| 6,696,702 | | |
| — | | |
| — | | |
| 6,696,702 | |
Puerto Rico | |
| 5,286,889 | | |
| — | | |
| — | | |
| 5,286,889 | |
Panama | |
| 2,538,542 | | |
| — | | |
| — | | |
| 2,538,542 | |
Colombia | |
| 640,645 | | |
| — | | |
| — | | |
| 640,645 | |
Cayman | |
| 469,139 | | |
| — | | |
| — | | |
| 469,139 | |
Bonds | |
| | | |
| | | |
| | | |
| | |
Cuba | |
| — | | |
| — | | |
| — | | |
| — | |
Money Market Funds | |
| 164,829 | | |
| — | | |
| — | | |
| 164,829 | |
Total Investments in securities | |
$ | 39,391,072 | | |
$ | — | | |
$ | — | | |
$ | 39,391,072 | |
The
fair valued securities (Level 3) held in the Fund consisted of Cuban Electric Company, Ceramica Carabobo, Siderurgica Venezolana Sivensa
S.A., Waterloo Investment Holding and Republic of Cuba 4.5% bond. There was no change in value since June 30, 2021, therefore no Level
3 reconciliation table is needed.
Under
procedures approved by the Board of Directors, the Advisor provides administration and oversight of the Funds valuation policies
and procedures, which are reviewed at least annually by the Directors. Among other things, these procedures allow the Fund to utilize
independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair
value.
The
Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily
available. Under these procedures, the Advisor convenes on a regular and ad hoc basis to review such securities and considers a number
of factors, including valuation methodologies and significant unobservable valuation inputs, when recommending a fair value. The Advisor
may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples,
book values and other relevant information for the investment to determine the fair value of the investment. An income-based valuation
approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discount
may be applied due to the nature or duration of any restrictions on the disposition of investments. Due to the inherent uncertainty of
valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market
existed. The Advisor employs various
Notes
to Financial Statements (unaudited) (continued) |
methods
for calibrating these valuation approaches including a regular view of valuation methodologies, key inputs and assumptions, transactional
back-testing or disposition analysis and reviews of any related market activity.
Income
Recognition
Security
transactions are recorded on the trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend
income is recognized on the ex-dividend date or in the case of certain foreign securities, as soon as the Fund is notified, and interest
income is recognized on an accrual basis. Discounts and premiums on debt securities purchased are amortized over the life of the respective
securities. It is the Funds practice to include the portion of realized and unrealized gains and losses on investments denominated
in foreign currencies as components of realized and unrealized gains and losses on investments and foreign currency. Withholding on foreign
taxes have been provided for in accordance with the Funds understanding of the applicable countrys tax rules and rates.
Foreign
Currency
The
accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts and investments denominated in a foreign currency,
if any, are translated into U.S. dollar amounts at current exchange rates on the valuation date. Purchases and sales of investments denominated
in foreign currencies are translated into U.S. dollar amounts at the exchange rate on the respective dates of such transactions.
Deposits
with Financial Institutions
The
Fund may, during the course of its operations, maintain account balances with financial institutions in excess of federally insured limits.
Counterparty
Brokers
In
the normal course of business, substantially all of the Funds money balances and security positions are custodied with the Funds
custodian, Fifth Third Bank N.A. The Fund also transacts with other brokers. The Fund is subject to credit risk to the extent any broker
with which it conducts business is unable to fulfill contractual obligations on its behalf. The Funds management monitors the
financial condition of such brokers and does not anticipate any losses from these counterparties.
Use
of Estimates in the Preparation of Financial Statements
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Notes
to Financial Statements (unaudited) (continued) |
Income
Taxes
The
Funds policy is to continue to comply with the provisions of the Internal Revenue Code of 1986, as amended, that are applicable
to regulated investment companies and to distribute substantially all of its taxable income to its stockholders. Under these provisions,
the Fund is not subject to federal income tax on its taxable income and no federal income or excise tax provision is required.
The
Fund has adopted a June 30 year-end for federal income tax purposes.
Distributions
to Stockholders
Under
a managed distribution plan, for the six months ended December 31, 2021, the Fund paid distributions to stockholders payable in quarterly
installments at an annual rate set at 15% of the Funds June 30, 2021 NAV. The quarterly distributions may be sourced from income,
paid-in capital, and/or capital gains, if any. To the extent that sufficient investment income is not available on a quarterly basis,
the Fund may distribute paid-in capital and/or capital gains, if any, in order to maintain its managed distribution level.
Distributions
to stockholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income
tax regulations which may differ from GAAP. For the six months ended December 31, 2021, a distribution from return of capital of $0.26475
per share was declared on August 20, 2021, and November 8, 2021, respectively.
Due
to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement
and federal income tax purposes, the fiscal year in which the amounts are distributed may differ from the year in which the income and
realized gains and losses are recorded by the Fund.
NOTE
3. RESTRICTED SECURITIES OWNED
Investments
in securities include $165,000 principal, 4.5%, 1977 Republic of Cuba bonds, $140,000 purchased for $52,850 on February 15, 1995 and
$25,000 purchased for $10,188 on April 27, 1995, that are currently segregated and restricted from transfer. The bonds were listed on
the New York Stock Exchange (NYSE) and had been trading in default since 1960. A regulatory halt on trading
was imposed by the NYSE in July 1995 and trading in the bonds was suspended as of December 28, 2006. The NYSE has stated that following
the suspension of trading, application will be made to the Securities and Exchange Commission to delist the issue. As of December 31,
2021, the position was valued at $0 under procedures approved by the Board of Directors.
Investments
in securities also include 700 shares of Cuban Electric Company, 482 shares purchased for $4,005 on September 30, 2005 and 218 shares
purchased for $1,812 on September 30, 2005, which are currently segregated and restricted from transfer. As of December 31, 2021, the
position, was valued at $0 under procedures approved by the Board of Directors.
Notes
to Financial Statements (unaudited) (continued) |
NOTE
4. TRANSACTIONS WITH AFFILIATES AND OTHER SERVICE PROVIDERS
Transactions
with Affiliates
HERZFELD
/ CUBA (the Advisor), a division of Thomas J. Herzfeld Advisors, Inc., is the Funds investment advisor and charges
a monthly fee at the annual rate of 1.45% of the Funds average daily net assets. Total fees for the six months ended December
31, 2021 amounted to $288,307, before the waiver described below. Mr. Thomas J. Herzfeld is the owner of the Advisor.
The
Advisor has agreed to voluntarily waive its management fee by ten basis points in support of the Funds initiative to attempt to
reduce the stock price discount to NAV. For the six months ended December 31, 2021, the Advisor waived fees in the amount of $19,883.
As of December 31, 2021 the Fund owed the Advisor $42,094.
TMorgan
Advisers, LLC (TMA) has been engaged by the Advisor to provide, among other things, certain compliance and operational
support services with respect to the Fund, including the services of Mr. Thomas K. Morgan as the Funds chief compliance officer.
A portion of the fees paid to TMA are allocated to the Fund for payment based on the estimated percentage of time spent by the personnel
of TMA on the services provided to the Fund. The Fund may pay the amount of the fee allocated to it for compliance and support services
directly to TMA or reimburse the Advisor for the Funds portion of such fees paid by the Advisor to TMA. For the six months ended
December 31, 2021, the total compliance and operational support services fees paid or payable by the Fund amounted to $30,246.
Other
Service Providers
Under
a Master Services Agreement between Ultimus Fund Solutions, LLC (Ultimus) and the Fund, Ultimus is responsible for fund
administration, including generally managing the administrative affairs of the Fund, and supervising the preparation of reports to stockholders,
reports to and filings with the SEC and materials for meetings of the Board. Ultimus is also responsible for fund accounting, including
calculating the net asset value per share and maintaining the financial books and records of the Fund. Ultimus also serves as the transfer
agent and provides shareholder services to the Fund. The Master Services Agreement permits Ultimus to subcontract for the provision of
services it has contracted for under the Master Services Agreement, and Utimus has subcontacted transfer agency services to American
Stock Transfer & Trust Company, LLC. Ultimus is entitled to receive a fee in accordance with the agreement and was paid $32,767 for
the six months ended December 31, 2021.
The
Fund has entered into an agreement with Fifth Third Bank N.A. to serve as the custodian for the Funds assets.
Notes
to Financial Statements (unaudited) (continued) |
NOTE
5. INVESTMENT TRANSACTIONS
During
the six months ended December 31, 2021, purchases and sales of investment securities were $606,833 and $2,992,233, respectively.
NOTE
6. INCOME TAX INFORMATION
The
cost basis of securities owned for financial statement purposes is lower than the cost basis for income tax purposes by $167,453 due
to wash sale adjustments and book-to-tax adjustments to partnership investment. As of December 31, 2021 gross unrealized gains were $17,320,501
and gross unrealized losses were $(1,413,516) for income tax purposes.
Permanent
differences accounted for during the fiscal year ended June 30, 2021 result from differences between book and tax accounting for the
characterization of foreign currency losses, partnership adjustments, and the reclassification of the Funds net investment loss
for tax purposes. Such amounts have been reclassified as follows:
| |
Total | | |
| |
| |
Distributable | | |
Additional Paid | |
| |
Earnings | | |
in Capital | |
Year ended June 30, 2021 | |
$ | 619,216 | | |
$ | (619,216 | ) |
At
June 30, 2021, the Fund had $203,259 short-term and $705,958 long-term capital loss carryover. To the extent that the Fund may realize
future net capital gains, those gains will be offset by any of its unused capital loss carry forward. Future capital loss carryover utilization
in any given year may be subject to Internal Revenue Code limitation.
As
of June 30, 2021, the Fund had no post-October losses which are deferred until fiscal year 2022 for tax purposes. Capital losses incurred
after October 31 (post-October losses) within that taxable year are deemed to arise on the first day of the Funds
next taxable year.
As
of June 30, 2021, the Fund had $495,977 of qualified late-year ordinary losses, which are deferred until fiscal year 2022 for tax purposes.
Net late-year losses incurred after December 31 within the taxable year are deemed to arise on the first day of the Funds next
taxable year.
In
accordance with GAAP, the Fund is required to determine whether a tax position is more likely than not to be sustained upon examination
by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits
of the position. The Fund files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S.
states and foreign jurisdictions. Generally the Fund is no longer subject to income tax examinations by major taxing authorities for
years before June 30, 2018. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent
likelihood of being realized upon ultimate settlement.
Notes
to Financial Statements (unaudited) (continued) |
De-recognition
of a tax benefit previously recognized results in the Fund recording a tax liability that reduces ending net assets.
The
Funds policy would be to recognize accrued interest expense to unrecognized tax benefits in interest expense and penalties in
operating expenses. There were none for the fiscal year ended June 30, 2021.
The
tax character of distributions paid to stockholders during the fiscal year ended June 30, 2021 and June 30, 2020 were as follows: long-term
capital gains of $0 and $659,974, respectively. The Fund had return of capital of $3,713,781 and $5,529,654, respectively.
NOTE
7. CAPITAL SHARE TRANSACTIONS
Shares
of Common Stock
The
Fund has 100,000,000 shares of common stock authorized and 5,975,457 shares issued and outstanding at December 31, 2021. Transactions
in common stock for the six months ended December 31,2021 were as follows:
Shares at beginning of period | |
| 5,826,982 | |
Shares issued in reinvestment of dividends and distributions | |
| 450,691 | |
Shares repurchased from tender offering | |
| 302,216 | |
Shares at end of period | |
| 5,975,457 | |
2021
Tender Offers
The
Funds Board of Directors determined to commence an offer to purchase up to 5%, or 306,683 Shares of the Funds issued and
outstanding Common Stock. The offer was a cash offer at a price equal to 97.5% of the Funds net asset value per share (NAV)
as of the close of ordinary trading on the NASDAQ Capital Market on March 4, 2021. As a result of Tender Offer 306,683 shares were purchased.
The
Funds Board of Directors determined to commence an offer to purchase up to 5%, or 302,216 Shares of the Funds issued and
outstanding Common Stock. The offer was a cash offer at a price equal to 97.5% of the Funds net asset value per share (NAV)
as of the close of ordinary trading on the NASDAQ Capital Market on November 8, 2021. As a result of Tender Offer 302,216 shares were
purchased.
2021
Shelf Registration
The
Fund has incurred approximately $43,608 of offering costs in association with a shelf registration, which is recorded as deferred offering
costs and will be amortized over the life of the shelf registration if and when new shares are issued. These costs are categorized as
deferred offering costs (shelf) on the Statement of Assets and Liabilities. As of December 31, 2021, $0 has been amortized.
Notes
to Financial Statements (unaudited) (continued) |
2018
Shelf Registration
The
Fund incurred approximately $22,558 of offering costs in association with a shelf registration, which was recorded as deferred offering
costs and was amortized over the life of the shelf registration as new shares were issued. At the expiration of the offering, $22,558
of offering costs had been amortized.
NOTE
8. INVESTMENT RISKS
Foreign
Securities Risk
Securities
traded in foreign markets have often (though not always) performed differently from securities traded in the United States. However,
such investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money.
In particular, the Fund is subject to the risk that because there may be fewer investors on foreign exchanges and a smaller number of
securities traded each day, it may be more difficult for the Fund to buy and sell securities on those exchanges. In addition, prices
of foreign securities may go up and down more than prices of securities traded in the United States.
Foreign
Economy Risk
The
economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth
of gross national product, reinvestment of capital, resources and balance of payments position. Certain foreign economies may rely heavily
on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions
against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory
measures. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls,
nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. In addition, the governments
of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries.
Any of these actions could severely affect securities prices or impair the Funds ability to purchase or sell foreign securities
or transfer the Funds assets or income back into the United States, or otherwise adversely affect the Funds operations.
Other
potential foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government
securities, difficulties in enforcing legal judgments in foreign courts and political and social instability. Legal remedies available
to investors in certain foreign countries may be less extensive than those available to investors in the United States.
Currency
Risk
Securities
and other instruments in which the Fund invests may be denominated or quoted in currencies other than the U.S. Dollar. Changes in foreign
currency exchange rates may affect the value of the Funds portfolio. Because the Funds assets are primarily invested
Notes
to Financial Statements (unaudited) (continued) |
in
securities of Caribbean Basin Companies, and because some portion of revenues and income may be received in foreign currencies while
Fund distributions will be made in dollars, the dollar equivalent of the Funds net assets and distributions would be adversely
affected by reductions in the value of the foreign currencies relative to the dollar. For this reason, changes in foreign currency exchange
rates can affect the value of the Funds portfolio. Generally, when the U.S. Dollar rises in value against a foreign currency,
a security denominated in that currency loses value because the currency is worth fewer U.S. Dollars. Conversely, when the U.S. Dollar
decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more
U.S. Dollars. This risk, generally known as currency risk, means that a strong U.S. Dollar may reduce returns for U.S.
investors while a weak U.S. Dollar may increase those returns. The Fund is managed with the assumption that most of its stockholders
hold their assets in U.S. Dollars. As a result, and because distributions are made in U.S. Dollars, other non-U.S. investors will be
adversely affected by reductions in the value of the U.S. Dollar relative to their home currency.
Geographic
Concentration Risk
The
Fund may invest from time to time a substantial amount of assets in issuers located in a single country or a limited number of countries.
If the Fund concentrates its investments in this manner, it assumes the risk that economic, political and social conditions in those
countries will have a significant impact on its investment performance. The Funds investment performance may also be more volatile
if it concentrates its investments in certain countries, especially emerging market countries.
Managed
Distribution Risk
Under
the managed distribution plan, the Fund makes quarterly distributions to stockholders at a rate set once a year that is a percentage
of the Funds NAV at its most recent fiscal year-end, that may be sourced from income, paid-in capital, and/or capital gains, if
any. To the extent that sufficient investment income is not available on a quarterly basis, the Fund may distribute paid-in capital and/or
capital gains, if any, in order to maintain its managed distribution level. No conclusions should be drawn about the Funds investment
performance from the amount of the Funds distributions or from the terms of the managed distribution plan. 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 Funds investment performance and should not be confused with yield or income. Any such returns
of capital will decrease the Funds total assets and, therefore, could have the effect of increasing the Funds expense ratio.
In addition, in order to make such distributions, the Fund may have to sell a portion of its investment portfolio at a less than opportune
time. There is a risk that amendment or termination of the managed distribution plan could have an adverse effect on the market price
of the Funds shares.
Pandemic
Risk
In
March 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment
and mitigation measures
Notes
to Financial Statements (unaudited) (continued) |
worldwide.
The impact upon the Fund of the COVID-19 pandemic has been significant and remains an ongoing risk to the Funds financial position,
results of operations and cash flows.
NOTE
9. SUBSEQUENT EVENTS
Management
has evaluated the impact of subsequent events on the Fund, through the date the financial statements were issued, and has determined
that there were no subsequent events that required disclosure in the financial statements.
Section
19(a) Notices (unaudited) |
The
Herzfeld Caribbean Basin Fund, Inc.s (CUBA) (the Fund) amounts and sources of distributions reported are estimates
and are being provided to you pursuant to regulatory requirements and are not being provided for tax reporting purposes. The actual amounts
and sources for tax reporting purposes will depend upon the Funds investment experience during the remainder of its fiscal year
and may be subject to changes based on tax regulations. The Fund will provide a Form 1099-DIV each calendar year that will tell you how
to report these distributions for U.S. federal income tax purposes.
| |
| | |
| |
| | |
% Breakdown |
| |
| | |
| |
Total | | |
of the Total |
| |
| | |
| |
Cumulative | | |
Cumulative |
| |
| | |
% Breakdown | |
Distributions | | |
Distributions |
| |
Current | | |
of the Current | |
for the Fiscal | | |
for the Fiscal |
| |
Distribution | | |
Distribution | |
Year to Date | | |
Year to Date |
Net Investment Income | |
$ | 0.00 | | |
0% | |
$ | 0.00 | | |
0% |
Net Realized Short-Term Capital Gains | |
$ | 0.00 | | |
0% | |
$ | 0.00 | | |
0% |
Net Realized Long-Term Capital Gains | |
$ | 0.00 | | |
0% | |
$ | 0.00 | | |
0% |
Return of Capital(a) | |
$ | 0.5295 | | |
100% | |
$ | 0.5295 | | |
100% |
Total (per common share) | |
$ | 0.5295 | | |
100% | |
$ | 0.5295 | | |
100% |
| (a) | The
Fund estimates that it has distributed more than the amount of earned income and net realized gains; therefore, a portion of the distribution
may be a return of capital. A return of capital may occur, for example, when some or all of the shareholders investment in the
Fund are returned to the shareholder. A return of capital does not necessarily reflect the Funds investment performance and should
not be confused with yield or income. When distributions exceed total return performance, the difference
will reduce the Funds net asset value per share. |
Section
19(a) notices for the Fund, are available on the Funds website http://www.herzfeld.com/cuba.
Results
of November 11, 2021 Stockholders Meeting (unaudited) |
The
annual meeting of stockholders of the Fund was held on November 11, 2021. At the meeting, one nominee for a Board of Directors post was
elected, as follows:
| |
| | |
Votes Withheld | |
| |
Votes For | | |
or Against | |
Cecilia L. Gondor | |
| 3,628,187 | | |
| 335,202 | |
Kay W. Tatum | |
| 3,629,861 | | |
| 335,529 | |
Quarterly
Portfolio Reports (unaudited) |
The
Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the SEC) for the first
and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Funds complete schedule of portfolio holdings
are on the Funds Form N-PORT reports available on the SECs website at http://www.sec.gov or on the Funds website
at http://www.herzfeld.com/cuba.
Proxy
Voting Policies and Procedures (unaudited) |
Information
regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve month period ended June 30, and a
description of the Funds policies and procedures used to determine how to vote proxies relating to its portfolio securities is
available without charge, upon request, by calling the Fund at 800-TJH-FUND, or by accessing the SECs website at www.sec.gov.
Privacy
Policy (unaudited) |
We
consider customer privacy to be an essential part of our investor relationships and are committed to maintaining the confidentiality,
integrity and security of our current, prospective and former stockholders non-public personal information. We have developed
policies that are designed to protect this confidentiality, while permitting stockholder needs to be served.
Obtaining
Personal Information
While
providing stockholders with products and services, we, and certain service providers, such as the Funds Transfer Agents and/or
Administrators, may obtain non-public personal information about stockholders, which may come from sources such as (i) account applications,
subscription agreements and other forms, (ii) written, electronic or verbal correspondence, (iii) stockholder transactions, (iv) a stockholders
brokerage or financial advisory firm, financial advisor or consultant, and/or (v) from information captured on applicable websites. The
non-public personal information that may be collected from stockholders may include the stockholders name, address, tax identification
number, birth date, investment selection, beneficiary information, and possibly the stockholders personal bank account information
and/or email address if the stockholder has provided that information, as well as the stockholders transaction and account history
with the Fund.
Respecting
Your Privacy
We
do not disclose any non-public personal information provided by stockholders or gathered by us to third parties, except as required or
permitted by law or as necessary for such third parties to perform their agreements with respect to the Fund. Non-affiliated companies
may from time to time be used to provide certain services, such as maintaining stockholder accounts, preparing and mailing prospectuses,
reports, account statements and other information, and gathering stockholder proxies. In many instances, the stockholders will be clients
of a third party, but we may also provide a stockholders personal and account information to the stockholders respective
brokerage or financial advisory firm and/or financial advisor or consultant.
Sharing
Information with Third Parties
We
reserve the right to report or disclose personal or account information to third parties in circumstances where we believe in good faith
that disclosure is required or permitted under law, to cooperate with regulators or law enforcement authorities, to protect their rights
or property, or upon reasonable request by the Funds Investment Advisor. In addition, we may disclose information about a stockholder
or a stockholders accounts to a third party at the stockholders request or with the consent of the stockholder.
Procedures
to Safeguard Private Information
We
are committed to our obligation to safeguard stockholder non-public personal information. In addition to this policy, we have implemented
procedures that are designed to limit access to a stockholders non-public personal information to internal personnel who require
the information to complete tasks, such as processing transactions, maintaining
Privacy
Policy (unaudited) (continued) |
stockholder
accounts or otherwise providing services the stockholder requested. Physical, electronic and procedural safeguards are in place to guard
a stockholders non-public personal information.
Information
Collected from Websites
Websites
maintained by the Fund, the Investment Advisor or their service providers may use a variety of technologies to collect information that
helps the Fund, the Investment Advisor and their service providers understand how the website is used. Information collected from your
web browser (including small files stored on your device that are commonly referred to as cookies) allow the websites to
recognize your web browser and help to personalize and improve your user experience and enhance navigation of the website. If you are
a registered user of the Funds or the Investment Advisors and/ or their service providers website, the Fund or the
Investment Advisor, their service providers, or third party firms engaged by the Fund or the Investment Advisor and/or their service
providers, may collect or share information submitted by you, which may include personally identifiable information. You can change your
cookie preferences by changing the setting on your web browser to delete or reject cookies. If you delete or reject cookies, some website
pages may not function properly. The Fund and the Investment Advisor do not look for web browser do not track requests.
Changes
to the Privacy Policy
From
time to time, we may update or revise this privacy policy. If there are changes to the terms of this privacy policy, documents containing
the revised policy on the relevant website will be updated.
Dividend
Reinvestment Plan (unaudited) |
Registered
holders (Stockholders) of shares of common stock, $0.001 par value (Common Stock) of Herzfeld Caribbean Basin
Fund, Inc. (the Fund) will automatically be enrolled (Participants) in the Funds Dividend Reinvestment
Plan (the Plan) and are advised as follows:
| 1. | American
Stock Transfer & Trust Company, LLC (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 Participants shares of Common Stock
are registered. |
| 2. | CASH
OPTION. Pursuant to the Funds 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 Participants 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 Participants 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 |
Dividend
Reinvestment Plan (unaudited) (continued) |
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 Participants
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 Funds
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 Agents 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 Participants 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 Participants
agent and may hold them in the Agents name or the name of the Agents nominee. The Agent will not send a Participant stock
certificates for shares unless a Participant so requests in writing or unless a Participants 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 Agents 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. |
Dividend
Reinvestment Plan (unaudited) (continued) |
| 8. | The
Agent may hold each Participants 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 Agents name or that of the Agents 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. 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 Funds records, all of such Participants 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 calling the Agent at (877) 283-0317. Such termination will
be effective with respect to a particular Distribution if the Participants 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 |
Dividend
Reinvestment Plan (unaudited) (continued) |
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 Participants 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. As of: |
December 13, 2019
Effective
August 20, 2021 and November 8, 2021 , the investment feature of the dividend reinvestment plan was suspended for the distributions made
on September 30, 2021 and December 31, 2021, respectively. Effective February 8, 2022, the investment feature of the dividend reinvestment
plan will be suspended for the distribution to be made on March 31, 2022 and will be reinstated after the distribution has been completed.
Discussion
Regarding the Approval of the Investment Advisory Agreement (unaudited) |
The
Funds Board of Directors (the Board), including a majority of those directors who are not interested persons
as such term is defined in the 1940 Act (Independent Directors), unanimously approved the continuance of the investment
advisory agreement between the Fund and the Advisor (the Advisory Agreement) at a meeting held on August 12, 2021.
In
connection with its approval of the continuance of the Advisory Agreement, the Board noted that it was provided with written
materials provided by the Advisor and by the Funds legal counsel including (i) a memorandum from the Funds legal
counsel regarding the Directors responsibilities in evaluating and approving the Advisory Agreement, (ii) responses from the
Advisor containing detailed information about the Advisors services to the Fund, Fund performance, allocation of Fund
transactions, compliance and administration information, and the compensation received by the Advisor from the Fund; (iii) a copy of
the Advisory Agreement between the Fund and the Advisor; (iv) the Advisors Form ADV Parts 1A, and 2A and 2B; (v) audited
financial statements for the Advisor for the year-ended December 31, 2020 and unaudited financial statements for the six months
ended June 30, 2021; (vi) comparative performance data for the Fund relative to peer funds (foreign equity funds including emerging
market and Latin American regional and single country funds) for the six-month and the twelve-month periods ended June 30, 2021 and
(vii) comparative statistics and expense ratios and fee data for the Fund relative to foreign equity closed-end peer
funds.
During
its deliberations on whether to approve the continuance of the Advisory Agreement, the Board considered many factors. The Board considered
the nature, extent and quality of the services to be provided by the Advisor and determined that such services will meet the needs of
the Fund and its stockholders. The Board reviewed the services provided to the Fund by the Advisor as compared to services provided by
other advisers that manage investment companies with investment objectives, strategies and policies similar to those of the Fund, the
Advisors history and experience providing investment services to the Fund, and its knowledge of the closed-end fund industrys
use of leverage. The Board concluded that the nature, extent and quality of the services provided by the Advisor were appropriate and
consistent with the terms of the Advisory Agreement, that the quality of those services had been consistent with industry norms and that
the Fund was likely to benefit from the continued provision of those services. The Board also concluded that the Advisor had sufficient
personnel, with the appropriate education and experience, to serve the Fund effectively and had demonstrated an ability to retain qualified
personnel.
Both
at the meeting and on an ongoing basis throughout the year, the Board considered and evaluated the investment performance of the Fund
and reviewed the Funds performance relative to other investment companies and funds investing in emerging markets, Latin American,
and foreign issuers. The Board considered performance of the Fund, noting that the Funds net asset value performance was reasonable
compared to funds used in the comparative data for the six-month and twelve-month periods ended June 30, 2021, but noted that there were
no other funds focused on the Caribbean Basin region. The Board concluded that the performance of the Fund was within an acceptable range
of performance relative to other funds used in the comparisons.
Discussion
Regarding the Approval of the Investment Advisory
Agreement (unaudited) (continued) |
The
Board considered the costs of the services provided by the Advisor, the compensation and benefits received by the Advisor as a result
of providing services to the Fund, as well as the Advisors profitability. The Board considered the advisory fees paid to the Advisor
by the Fund and relevant comparable fee data and statistics of Latin American-specialist and small foreign equity funds. The Board noted
that there are no funds with which to make a direct comparison because of the Funds unique strategy. The Board also noted that
the Fund is smaller than many Latin American regional funds, and therefore its total expense ratio is relatively higher than funds presented
in the comparison. The Board further discussed the services provided by the Advisor and concluded that the advisory services performed
were satisfactory and that the fee charged was reasonable and not excessive. The Board concluded that the Advisors fees and profits
derived from its relationship with the Fund in light of its expenses, were reasonable in relation to the nature, quality and extent of
the services provided, taking into account the fees charged by other advisers for managing comparable funds.
The
Board also considered the extent to which economies of scale would be realized relative to fee levels as the Fund grows, and whether
the advisory fee levels reflect these economies of scale for the benefit of stockholders. The Board recognized that because of the closed-end
structure of the Fund, and because there is no influx of additional capital expected, this particular factor is less relevant to the
Fund than it would typically be to an open-end fund. The Board discussed that the potential for the Fund to achieve economies of scale
was limited because the Fund is a closed-end fund.
The
Board also considered in its deliberations the Advisors services and performance as discussed during regular Board meetings held
throughout the year, including the Boards discussion of the Funds investment objective, long-term performance, investment
style and process. The Board noted the high level of diligence with which it reviews and evaluates the Advisor throughout the year and
the extensive information provided with respect to the Advisors performance and the Funds expenses on a quarterly basis.
The Board also considered whether any events occurred or whether additional information or data was necessary for their review that would
constitute a reason not to renew the Agreement and concluded there were not.
After
further consideration of the factors discussed above and information presented at the August 12, 2021 meeting and at previous meetings
of the Board, the Board and the Independent Directors determined to continue the Advisory Agreement for an additional one-year period.
In arriving at its decision, the Board and the Independent Directors did not identify any single matter, factor or consideration as controlling.
Officers
ERIK
M. HERZFELD
President
THOMAS
K. MORGAN
Chief
Compliance Officer and
Assistant
Secretary
ALICE
H. THAM
Secretary
ZACHARY
P. RICHMOND
Treasurer
Directors
THOMAS
J. HERZFELD
Interested
Director, and Chairman
of
the Board
JOHN
A. GELETY
Independent
Director
CECILIA
L. GONDOR
Independent
Director
ANN S. LIEFF
Independent
Director
KAY
W. TATUM, Ph.D.
Independent
Director
Portfolio
Managers
THOMAS
J. HERZFELD
Portfolio
Manager
ERIK
M. HERZFELD
Portfolio
Manager
RYAN
M. PAYLOR
Portfolio
Manager
[THIS
PAGE INTENTIONALLY LEFT BLANK]
[THIS
PAGE INTENTIONALLY LEFT BLANK]
[THIS
PAGE INTENTIONALLY LEFT BLANK]
THE
HERZFELD CARIBBEAN BASIN FUND, INC.
119 Washington Avenue
Suite 504
Miami Beach, FL 33139
Herzfeld-SAR-21
ITEM 2. CODE OF ETHICS
NOT APPLICABLE – disclosed with annual report
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
NOT APPLICABLE – disclosed with annual report
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
NOT APPLICABLE – disclosed with annual report
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
NOT APPLICABLE – disclosed with annual report
ITEM 6. INVESTMENTS
(a) Schedule of Investments in securities of unaffiliated issuers as of
the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this Form.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES
NOT APPLICABLE – disclosed with annual report
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
NOT APPLICABLE – disclosed with annual report
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END FUND MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
|
(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, 2021 and ending July 31, 2021) |
0 |
n/a |
n/a |
n/a |
Month #2 (beginning August 1, 2021 and ending August 31, 2021) |
0 |
n/a |
n/a |
n/a |
Month #3 (beginning September 1, 2021 and ending September 30, 2021) |
0 |
n/a |
n/a |
n/a |
Month #4 (beginning October 1, 2021 and ending October 31, 2021) |
0 |
n/a |
n/a |
302,216 |
Month #5 (beginning November 1, 2021 and ending November 30, 2021) |
0 |
n/a |
302,216** |
n/a |
Month #6 (beginning December 1, 2021 and ending December 31, 2021) |
0 |
n/a |
n/a |
n/a |
Total |
0 |
n/a |
302,216 |
302,216 |
** The Registrant has adopted
a self-tender policy pursuant to which the Registrant has undertaken to conduct a tender offer within ninety (90) days after a fiscal
year-end (June 30th) of 5% of outstanding shares of the Fund at 97.5% of NAV if the average discount was greater than 10% for the fiscal
year just ended.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the stockholders
may recommend nominees to the registrant's board of directors, where those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's last fiscal half-year
(the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT
INVESTMENT COMPANIES
NOT APPLICABLE
ITEM 13. EXHIBITS.
(a)(1) Not applicable – filed with annual report
(a)(2) Certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 and required by Rule 30a-2under the Investment Company Act of 1940 are filed herewith.
(a)(3) Not applicable.
(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
The Herzfeld Caribbean Basin Fund, Inc.
|
By: |
/s/ Erik M. Herzfeld
|
|
|
|
Erik M. Herzfeld |
|
|
|
President |
|
|
|
(principal executive officer) |
|
|
|
Date: March 4, 2022 |
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
By: |
/s/ Erik M. Herzfeld
|
|
|
|
Erik M. Herzfeld |
|
|
|
President |
|
|
|
(principal executive officer) |
|
|
|
Date: March 4, 2022 |
|
|
By: |
/s/ Zachary P. Richmond |
|
|
|
Zachary P. Richmond |
|
|
|
Treasurer
(Chief Financial Officer) |
|
|
|
Date: March 4, 2022 |
|
APPENDIX A
THE HERZFELD CARIBBEAN BASIN FUND, INC.
Proxy Voting Policy and Procedures
The Board of Directors of The Herzfeld Caribbean Basin Fund, Inc. (the
"Fund") hereby adopts the following policy and procedures with respect to voting proxies relating to portfolio securities held
by the Fund:
Thomas J. Herzfeld Advisors, Inc. (the "Adviser") acts as discretionary
investment adviser for various clients, including The Herzfeld Caribbean Basin Fund, Inc. an investment company registered under the Investment
Company Act of 1940, as amended, and clients governed by the Employee Retirement Income Security Act of 1974 ("ERISA").
Selected clients, including The Herzfeld Caribbean Basin Fund, Inc. have
elected to have the Adviser vote proxies or act on the other shareholder actions on their behalf, while other clients vote proxies themselves.
When voting proxies or acting on corporate actions for clients, the Adviser's
utmost concern is that all decisions be made in the best interest of its clients (for ERISA accounts, plan beneficiaries and participants,
in accordance with the letter and spirit of ERISA). The Adviser will act in a manner deemed prudent and diligent and which is intended
to enhance the economic value of the assets of its clients' accounts.
The purpose of these Policies and Procedures is to memorialize the procedures
and policies adopted by the Adviser to enable it to comply with its responsibilities and the requirements of Rule 206(4)-6 under the Investment
Advisers Act of 1940, as amended ("Advisers Act"). These Policies and Procedures also reflect the fiduciary standards and responsibilities
set forth by the Department of Labor for ERISA accounts.
The Portfolio Managers are ultimately responsible for ensuring that all
proxies received by the Adviser are voted in a timely manner and voted consistently across all portfolios. Although many proxy
proposals can be voted in accordance with the Adviser’s established guidelines (see Section V. below) (the “Guidelines”),
the Adviser recognizes that certain circumstances may require special consideration, which may dictate that the Adviser makes an exception
to the provisions of these Procedures. When an exception is made to these Procedures, the Portfolio Managers shall provide to the Chief
Compliance Officer of the Adviser (“CCO”) a written statement detailing the circumstances and rationale for an exception from
these Policies and Procedures.
The Portfolio Managers are also responsible for ensuring that all corporate
actions received by the Adviser are addressed in a timely manner and consistent action is taken across all portfolios.
A. Conflicts of Interest. Where a proxy proposal raises a material conflict
of interest between the Adviser's interests and that of one or more its clients, the Adviser shall resolve such conflict in the manner
described below.
1. Vote in Accordance with the Guidelines. To the extent that the Adviser
has little or no discretion to deviate from the Guidelines with respect to the proposal in question, the Adviser shall vote in accordance
with such pre-determined voting policy.
2. Obtain Consent of Clients. To the extent that the Adviser has discretion
to deviate from the Guidelines with respect to the proposal in question, the Adviser shall disclose the conflict to the relevant clients
and obtain their consent to the proposed vote prior to voting the securities. The disclosure to the clients will include sufficient detail
regarding the matter to be voted on and the nature of our conflict that the clients would be able to make an informed decision regarding
the vote. When a client does not respond to such a conflict disclosure request or denies the request, the Adviser will abstain from voting
the securities held by that client's account.
B. Limitations. In certain circumstances, in accordance with a client's
investment advisory contract (or other written directive) or where the Adviser has determined that it is in the client's best interest,
the Adviser will not vote proxies received. The following are some circumstances where the Adviser may limit its role in voting proxies
received on client securities:
1. Client Maintains Proxy Voting Authority: Where a client has not specifically
delegated the authority to vote proxies to the Adviser or that it has delegated the right to vote proxies to a third party, the Adviser
will not vote the securities and will direct the relevant custodian to send the proxy material directly to the client. If any proxy material
is received by the Adviser, it will promptly be forwarded to the client.
2. Terminated Account: Once a client account has been terminated with the
Adviser in accordance with its investment advisory agreement, the Adviser will not vote any proxies received after the termination. However,
the client may specify in writing that proxies should be directed to the client for action.
3. Limited Value: If the Adviser concludes that the client's economic interest
or the value of the portfolio holding is indeterminable or insignificant, the Adviser may abstain from voting a client's proxies. The
Adviser does not vote proxies received for securities which are not held in the client's account at the time the proxies are received;
although it may vote such proxies if determined to be in the best interest of the client. In addition, the Adviser generally does not
vote securities where the economic value of the securities in the client's account is less than $500.
4. Securities Lending Programs: When securities are out on loan, they are
transferred into the borrower's name and are voted by the borrower, in its discretion. However, where the Adviser determines that a proxy
vote (or shareholder action) is materially important to the client's account, the Adviser may recall the security.
5. Unjustifiable Costs: In certain circumstances, after doing a cost-benefit
analysis, the Adviser may abstain from voting where the cost of voting a client's proxy would exceed any anticipated benefits of the proxy
proposal.
In accordance with Rule 204-2 under the Advisers Act, the Adviser will
maintain for the time periods set forth in the Rule (i) these proxy voting procedures and policies, and amendments thereto; (ii) all proxy
statements received
regarding client securities (provided however, that the Adviser may rely on the proxy statement filed on EDGAR as its records)(1); (iii)
a record of votes cast on behalf of clients; (iv) records of client requests for proxy voting information; (v) any documents prepared
by the adviser that were material to making a decision how to vote or that memorialized the basis for the decision; and (vi) records
relating to requests made to clients regarding conflicts of interest in voting the proxy.
The Adviser will describe in its Part II of Form ADV (or other brochure
fulfilling the requirement of Rule 204-3) its proxy voting policies and procedures and advising clients how they may obtain information
on how the Adviser voted their securities. Clients may obtain information on how their securities were voted or a copy of our Policies
and Procedures by written request addressed to the Adviser.
Each proxy issue will be considered individually. The following guidelines
are a partial list to be used in voting proposals contained in the proxy statements, but will not be used as rigid rules.
1. |
Issues regarding the issuer's Board entrenchment and anti-takeover measures such as the following: |
Oppose |
|
|
|
|
b. |
Proposals to limit the ability of shareholders to call special meetings; |
|
|
|
|
|
|
c. |
Proposals to require super majority votes; |
|
|
|
|
|
|
d. |
Proposals requesting excessive increases in authorized common or preferred shares where management provides no explanation for the use or need for these additional shares; |
|
|
|
|
|
|
e. |
Proposals regarding "poison pill" provisions; and |
|
|
|
|
|
|
f. |
Permitting "green mail". |
|
|
|
|
2. |
Providing cumulative voting rights. |
Oppose |
|
|
|
3. |
"Social issues," unless specific client guidelines supersede, e.g., restrictions regarding South Africa. |
Oppose |
|
|
|
4. |
Election of directors recommended by management, except if there is a proxy fight. |
Approve |
|
|
|
5. |
Election of auditors recommended by management, unless seeking to replace if there exists a dispute over policies. |
Approve |
|
|
|
6. |
Date and place of annual meeting. |
Approve |
|
|
|
7. |
Limitation on charitable contributions or fees paid to lawyers. |
Approve |
|
|
|
8. |
Ratification of directors' actions on routine matters since previous annual meeting. |
Approve |
|
|
|
9. |
Confidential voting |
Approve |
|
|
|
|
Confidential voting is most often proposed by shareholders as a means of eliminating undue management pressure on shareholders regarding their vote on proxy issues. |
|
|
|
|
|
The Adviser will generally approve these proposals as shareholders can later divulge their votes to management on a selective basis if a legitimate reason arises. |
|
|
|
|
10. |
Limiting directors' liability |
Approve |
|
|
|
11. |
Eliminate preemptive right |
Approve |
|
Preemptive rights give current shareholders the opportunity to maintain their current percentage ownership through any subsequent equity offerings. These provisions are no longer common in the U.S., and can restrict management's ability to raise new capital. |
|
|
|
|
|
The Adviser approves the elimination of preemptive rights, but will oppose the elimination of limited preemptive rights, E.G., on proposed issues representing more than an acceptable level of total dilution. |
|
|
|
|
12. |
Employee Stock Purchase Plan |
Approve |
|
|
|
13. |
Establish 401(k) Plan |
Approve |
|
|
|
14. |
Rotate annual meeting location/date |
Approve |
|
|
|
15. |
Establish a staggered Board |
Approve |
|
|
|
16. |
Eliminate director mandatory retirement policy |
Case-by-Case |
|
|
|
17. |
Option and stock grants to management and directors |
Case-by-Case |
|
|
|
18. |
Allowing indemnification of directors and/or officers after reviewing the applicable laws and extent of protection requested. |
Case-by-Case |
THOMAS J. HERZFELD ADVISORS, INC.
PROXY VOTING
POLICIES AND PROCEDURES
Rule 206(4)-6 under the Investment Advisers Act of
1940 helps to ensure that SEC-registered advisers act in the best interest of their clients when exercising proxy voting authority. The
rule obligates advisers to provide Clients with information on how their securities were voted.
Advisers that have explicit or implicit voting authority
must comply with rule 206(4)-6. Therefore, even when the advisory contract is silent, the rule applies if the adviser's voting authority
is implied by an overall delegation of discretionary authority. The rule does not apply, however, to advisers that provide Clients with
advice about voting proxies but do not have authority to vote them.
In addition, the Firm’s Proxy Voting Policy
is subject to annual review and approval by the independent members of the Board of Directors of the CUBA Fund, as set forth in proxy
voting policies and procedures adopted by such Board (the “CUBA Fund Proxy Policies”). In implementing this Proxy Voting Policy,
the CCO shall insure that all policies and procedures set forth herein are consistent with the CUBA Fund Proxy Policies.
The SEC adopted new rule 206(4)-6 and amended rule
204-2 to regulate proxy voting by investment advisers with authority to vote their Clients’ proxies. Under the Investment Advisers
Act, an adviser is a fiduciary that owes each of its Clients the duties of care and loyalty with respect to all services undertaken on
the Client's behalf, which may or may not include proxy voting. To satisfy its duty of loyalty, the adviser must cast proxy votes in a
way that will advance the best interest of its Client. The adviser must not put its own interests ahead of the Client’s.
Under rule 206(4)-6, it is a fraudulent, deceptive,
or manipulative act, practice or course of business for investment advisers to exercise voting authority over Client proxies before they:
|
● |
Adopt and implement written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the Client’s best interest; |
|
● |
Disclose to Clients how they may obtain information regarding how their proxies were voted; and |
|
● |
Describe proxy voting policies and procedures and furnish a copy of the policies and procedures to the Client when requested to do so. |
The Firm believes that each proxy proposal must be
individually reviewed to determine whether the proposal is in the best interests of its Clients. Absent specific Client instructions,
and subject to the limitations described below, the Firm has adopted the following proxy voting procedures designed to ensure that proxies
are properly identified and voted, and that any conflicts of interest are addressed appropriately:
|
● |
Upon receipt of a corporate proxy by the Firm, the special or annual report and the proxy are submitted to the EC Proxy Voting Services (“the Proxy Manager”). The Proxy Manager will then vote the proxy in accordance with this policy. |
|
● |
The Proxy Manager shall be responsible for reviewing the special or annual report, proxy proposals, and proxy proposal summaries. The reviewer shall take into consideration what vote is in the best interests of Clients and the provisions of the Firm’s Voting Guidelines in Section 2 below. The Proxy Manager will then vote the proxies. |
|
● |
The Proxy Manager shall be responsible for maintaining copies of each annual report, proposal, proposal summary, actual vote, and any other information required to be maintained for a proxy vote under Rule 204-2 of the Advisers Act (see discussion in Section 3 below). With respect to proxy votes on topics deemed, in the opinion of the Proxy Manager, to be controversial or particularly sensitive, the Proxy Manager will provide a written explanation for the proxy vote which will be maintained with the record of the actual vote in the Firm’s files. |
|
● |
The Firm will not neglect its proxy voting responsibilities, but may abstain from voting if it deems that abstaining is in its Clients’ best interests, as described below under the Limitations on Proxy Voting section. The Proxy Manager will document instances in which the Firm does not vote a Client’s proxy. |
|
● |
Proxies received after a Client terminates its advisory relationship with the Firm will not be voted. The Proxy Manager will promptly return such proxies to the sender, along with a statement indicating that the Firm’s advisory relationship with the Client has terminated, and that future proxies should not be sent to the Firm. |
|
● |
To the extent that a conflict of interest is identified in conjunction with a specific proxy vote, the voting process will be modified as described below under Conflicts of Interest. |
When completing the steps above, the Proxy Manager
will consider whether the Firm is subject to any material conflicts of interest in connection with each proxy vote. In addition, Employees,
including Portfolio Managers involved in determining proxy votes, must notify the CCO if they are aware of any material conflict of interest
associated with a proxy vote. It is impossible to anticipate all material conflicts of interest that could arise in connection with proxy
voting.
If the CCO determines that a material conflict of
interest exists, the following procedures shall be followed:
|
● |
The Firm shall disclose the existence and nature of the conflict to the Client(s) owning the Client securities, and seek directions on how to vote the proxies; |
|
● |
The Firm shall abstain from voting, particularly if there are conflicting Client interests (for example, where Client accounts hold different Client securities in a competitive merger situation); or |
|
● |
The Firm shall follow the recommendations of an independent proxy voting service in voting the proxies. |
The Firm keeps certain records required by applicable
law in connection with its proxy voting activities for Clients and shall provide proxy-voting information to Clients upon their written
or oral request. A copy of the Firm’s proxy-voting policy is available to Clients upon request.
|
C. |
Limitations on Proxy Voting |
Notwithstanding the procedures listed above, in certain
circumstances where the Firm has determined that it is in the Client’s best interest, the Firm will not vote proxies received. In
other situations, the Client will decide unilaterally to retain proxy voting authority. The following are some, but not all, circumstances
where the Firm will limit its role in voting proxies:
Client Maintains Proxy Voting Authority. Where
the Client has instructed the Firm in writing, the Firm will not vote the securities and will direct the relevant custodian to send the
proxy material directly to the Client. If any proxy material is received by the Firm, it will promptly be forwarded to the Client or a
specified third party.
Client Provides Proxy Voting Instructions. Where the
Client has provided written instructions to the Firm directing the Firm how to vote proxies in specific situations.
Terminated Account. Once a Client account has
been terminated in accordance with the investment advisory agreement, the Firm may refrain from voting any proxies received after the
termination and will return the proxy materials to the sender or to an address provided by the Client for forwarding any proxies received.
Securities No Longer Held. The Firm may refrain
from voting proxies received for securities which are no longer held by the Client’s account.
Securities Lending Programs. When securities
are out on loan, they are transferred into the borrower’s name and are voted by the borrower, in its discretion.
Non-Discretionary Accounts. If the Firm accepts
a Client with non-discretionary authority, it may also yield the authority to vote proxies.
Limited Value. The Firm may abstain from voting
a Client proxy based upon a conclusion that the effect on a Client’s economic interests or the value of the portfolio holding is
indeterminable or insignificant.
Costs exceed benefits. The Firm may abstain
from voting a Client proxy if the Firm believes that the costs of voting the proxy exceed the expected benefit to the Client of voting
the proxy.
Non-US Issuers. The Firm will vote non-US issuer
proxies on a best efforts basis. Some non-US proxies may involve a number of features that restrict or prevent the Firm’s ability
to vote in a timely manner, or otherwise make voting impractical. For example, some proxies may not appear on any platform because some
issuers do not reimburse custodians for the distribution of proxies. The Firm will use its best efforts to vote all proxies but cannot
guarantee the votes will be processed due to obstacles such as share blocking, re-registration, required powers of attorney, and sub-custodial
arrangements. The Firm may also be limited in obtaining proxy records but will maintain evidence reflecting best efforts to vote such
proxies.
While the Firm’s policy is to review each proxy
proposal on its individual merits, the Firm has adopted guidelines for certain types of matters to assist the Proxy Manager in the review
and voting of proxies. These guidelines are set forth below:
Election of Directors and Similar Matters
In an uncontested election, the Firm will
generally vote in favor of management’s proposed directors. In a contested election, the Firm will evaluate proposed directors
on a case-by-case basis. With respect to proposals regarding the structure of a company’s Board of Directors, the Firm will
review any contested proposal on its merits.
Notwithstanding the foregoing, the Firm expects
to support proposals to:
|
1. |
Limit directors’ liability and broaden directors’ indemnification rights |
|
2. |
Generally vote against proposals to adopt or continue the use of a classified Board structure; and |
|
3. |
Add special interest directors to the board of directors (e.g., efforts to expand the board of directors to control the outcome of a particular matter. |
Audit Committee Approvals
The Firm generally supports proposals that
help ensure that a company’s auditors are independent and capable of delivering a fair and accurate opinion of a company’s
finances. The Firm will generally vote to ratify management’s recommendation and selection of auditors.
Shareholder Rights
The Firm shall consider all proposals that
will have a material effect on shareholder rights on a case by case basis. Notwithstanding the foregoing, the Firm expects to generally
support proposals to:
|
1. |
Adopt confidential voting and independent tabulation of voting results; and |
|
2. |
Require shareholder approval of poison pills; |
And expects to generally vote against
proposals to:
|
1. |
Adopt super-majority voting requirements; and |
|
2. |
Restrict the rights of shareholders to call special meetings, amend the bylaws or act by written consent. |
Anti-Takeover Measures, Corporate Restructurings
and Similar Matters
The Firm shall review any proposal to adopt
an anti-takeover measure, to undergo a corporate restructuring (e.g., change of entity form or state of incorporation, mergers or acquisitions)
or to take similar action by reviewing the potential short and long-term effects of the proposal on the company. These effects may
include, without limitation, the economic and financial impact the proposal may have on the company, and the market impact that the proposal
may have on the company’s stock.
Notwithstanding the foregoing, Adviser expects
to generally support proposals to:
|
1. |
Prohibit the payment of greenmail (i.e., the purchase by the company of its own shares to prevent a hostile takeover); |
|
2. |
Adopt fair price requirements (i.e., requirements that all shareholders be paid the same price in a tender offer or takeover context), unless the Proxy Manager deems them sufficiently limited in scope; and |
|
3. |
Require shareholder approval of “poison pills.” |
And expects to generally vote against
proposals to:
|
1. |
Adopt classified boards of directors; |
|
2. |
Reincorporate a company where the primary purpose appears to the Proxy Manager to be the creation of takeover defenses; and |
|
3. |
Require a company to consider the non-financial effects of mergers or acquisitions. |
Capital Structure Proposals
The Firm will seek to evaluate capital structure
proposals on their own merits on a case-by-case basis. Notwithstanding the foregoing, the Firm expects to generally support proposals
to eliminate preemptive rights.
General
The Firm generally supports proposals that
encourage the disclosure of a company’s compensation policies. In addition, the Firm generally supports proposals that fairly
compensate executives, particularly those proposals that link executive compensation to performance. The Firm shall consider any
contested proposal related to a company’s compensation policies on a case-by-case basis.
Notwithstanding the foregoing, the Firm expects
to generally support proposals to:
|
1. |
Require shareholders’ approval of golden parachutes; and |
|
2. |
Adopt golden parachutes that do not exceed 1 to 3 times the base compensation of the applicable executives |
And expects to generally vote against
proposals to:
|
1. |
Adopt measures that appear to the Proxy Manager to arbitrarily limit executive or employee benefits. |
Stock Option Plans and Share Issuances
The Firm evaluates proposed stock option
plans and share issuances on a case-by-case basis. In reviewing proposals regarding stock option plans and issuances, the Firm shall
consider, without limitation, the potential dilutive effect on shareholders and the potential short and long-term economic effects on
the company. The Firm believes that stock option plans do not necessarily align the interest of executives and outside directors with
those of shareholders and that well thought out cash compensation plans can achieve these objectives without diluting shareholders ownership.
Therefore, the Firm generally will vote against stock option plans. However, these proposals will be reviewed on a case-by-case basis
to determine that shareholders’ interests are being represented. The Firm is in favor of management, directors and employees owning
stock, but prefer that the shares are purchased in the open market.
Notwithstanding the foregoing, the Firm expects
to generally vote against proposals to establish or continue stock option plans and share issuances that are not in the
best interest of the shareholders.
|
3. |
Corporate Responsibility and Social Issues |
The Firm generally believes that ordinary
business matters (including, without limitation, positions on corporate responsibility and social issues) are primarily the responsibility
of a company’s management that should be addressed solely by the company’s management. These types of proposals, often
initiated by shareholders, may request that the company disclose or amend certain business practices.
Notwithstanding the foregoing, the Firm will
generally vote in favor of proposals involving corporate responsibility and social issues to the extent called for by the
United Nations Principles on Responsible Investment. The Firm also will generally vote in favor of corporate responsibility and social
issue proposals that the Firm believes will have substantial positive economic or other effects on a company or the company’s stock.
Securities issuers are, on occasion, the subject of
class action lawsuits where the class of potentially injured parties is defined to be purchasers of the issuer’s securities during
a specific period of time. These cases may result in an award of damages or settlement proceeds to the class members who file claims with
the settlement administrator. At the time of the settlement, notice of the settlement together with a claim form and release is generally
sent to the custodian of the securities who in turn may forward these notices to the separately managed account Clients. The Firm does
not provide any legal advice to Clients in connection with class action litigation. The Firm will instead provide such accounts with reasonable
assistance by providing account-level information upon request.
Rule 204-2, requires that the following proxy voting
records be kept in to comply with Rule 206(4)-6 and the amendments to Rule 204-2. The CCO shall be responsible for maintaining these records
relating to proxy voting.
|
1. |
The Proxy Manager will ensure that the following information is retained and available to be promptly produced in connection with each proxy vote: |
|
● |
The security’s ticker symbol or CUSIP, as applicable; |
|
● |
The shareholder meeting date; |
|
● |
The number of shares that the Firm voted; |
|
● |
A brief identification of the matter voted on; |
|
● |
Whether the matter was proposed by the Issuer or a security-holder; |
|
● |
Whether the Firm cast a vote; |
|
● |
How the Firm cast its vote (for the proposal, against the proposal, or abstain); |
|
● |
Whether the Firm cast its vote with or against management; |
|
● |
Any documentation created by the Firm that was material in making the proxy voting decision or that memorializes the basis for that decision, to the extent applicable; and |
|
● |
Any communication with Clients on how the Firm voted proxies on behalf of the Client. |
The Firm may satisfy certain of the above requirements by relying on a
third party to retain a copy of the proxy statement on the Firm’s behalf, so long as the Firm has obtained an undertaking from the
third party to provide a copy of the proxy statement promptly upon request. The Firm may also satisfy certain of the above requirements
by relying on proxy statements available from the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.
The Proxy Manager will periodically reconcile the
proxy voting records from the custodians with its proxy voting records and follow up on any discrepancies to ensure that accurate records
are maintained.
|
G. |
Disclosures to Clients and Investors |
The Firm includes a description of its policies and
procedures regarding proxy voting and class actions in Part 2 of Form ADV, along with a statement that Clients and Investors can contact
the Firm to obtain a copy of these policies and procedures and information about how the Firm voted with respect to the Client’s
securities.
Any request for information about proxy voting or
class actions should be promptly forwarded to the Proxy Manager, who will respond to any such requests.
As a matter of policy, the Firm does not disclose
how it expects to vote on upcoming proxies.
Each proxy issue will be considered individually.
The Firm will maintain guidelines to be considered when voting proposals. These guidelines will be maintained by the Firm’s CCO,
The guidelines will be used to provide guidance to the CCO when voting proxies, but are not to be applied as rigid rules.
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