Edgar Filing: HERZFELD CARIBBEAN BASIN FUND INC

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

The Herzfeld Caribbean Basin Fund, Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

The Herzfeld Caribbean Basin Fund, Inc.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 10, 2005
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Miami, Florida
August 31, 2005

TO THE STOCKHOLDERS OF
THE HERZFELD CARIBBEAN BASIN FUND, INC.:

The Annual Meeting of Stockholders of The Herzfeld Caribbean Basin Fund,
Inc. (the "Fund") will be held on November 10, 2005, at 2:00 p.m. Eastern time,
at the offices of Kaufman, Rossin & Co., P.A., 2699 S. Bayshore Drive, Miami, FL
33133, for the following purposes:

(1) the election of two Class III directors; and

(2) to transact such other business as may properly come before the
meeting and any adjournments thereof.

The subjects referred to above are discussed in detail in the Proxy
Statement attached to this notice. Each stockholder is invited to attend the
Annual Meeting of Stockholders in person. Stockholders of record at the close of
business on August 17, 2005, have the right to vote at the meeting. If you
cannot be present at the meeting, we urge you to fill in, sign, and promptly
return the enclosed proxy in order that the meeting can be held without
additional expense and a maximum number of shares may be voted.

CECILIA GONDOR
Secretary

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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE.

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE, SIGN AND
RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN RETURNING YOUR PROXY PROMPTLY. YOUR PROXY IS REVOCABLE AT ANY TIME PRIOR TO
ITS USE.
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The Herzfeld Caribbean Basin Fund, Inc.
P.O. Box 161465, Miami, Florida 33116

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
NOVEMBER 10, 2005

This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of The Herzfeld Caribbean Basin Fund, Inc. (the
"Fund") for use at the Annual Meeting of Stockholders (the "Annual Meeting") to
be held at the offices of Kaufman, Rossin & Co., P.A., 2699 S. Bayshore Drive,
Miami, FL 33133, on November 10, 2005 at 2:00 p.m Eastern time.

Proxies may be solicited by mail, telephone, telegraph and personal
interview. The Fund has also requested brokers, dealers, banks or voting
trustees, or their nominees to forward proxy material to the beneficial owners
of stock of record. You may revoke your proxy at any time prior to the exercise
thereof by submitting a written notice of revocation or subsequently executed
proxy to the Secretary of the meeting. Signing and mailing the proxy will not
affect your right to give a later proxy or to attend the meeting and vote your
shares in person. The cost of soliciting proxies will be paid by the Fund. This
proxy statement is expected to be distributed to stockholders on or about August
31, 2005.

THE PERSONS NAMED IN THE ACCOMPANYING PROXY WILL VOTE THE NUMBER OF SHARES
REPRESENTED THEREBY AS DIRECTED OR, IN THE ABSENCE OF SUCH DIRECTION, FOR THE
NOMINEE FOR DIRECTOR AND TO TRANSACT SUCH OTHER BUSINESS THAT MAY PROPERLY COME
BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.

On August 17, 2005, the date for determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting, or any adjournment thereof,
there were issued and outstanding 1,677,636 shares of Common Stock of the Fund,
each entitled to one vote, constituting all of the Fund's then outstanding
securities.

At the Annual Meeting, a quorum shall consist of the holders of a majority
of the outstanding shares of the Common Stock of the Fund entitled to vote at
the meeting. If a quorum is present, a plurality of all votes cast at the Annual
Meeting shall be sufficient for the election of two directors (Proposal 1).
Under Maryland law, abstentions and broker non-votes will be included for
purposes of determining whether a quorum is present at the Annual Meeting, but
will be treated as votes not cast, and therefore, will not be counted for
purposes of determining whether matters to be voted upon at the Annual Meeting
have been approved.

The Fund will furnish, without charge, a copy of its annual report for its
fiscal year ended June 30, 2005, and the most recent semi-annual report
preceding the annual report to any stockholder requesting such reports.

Requests for the annual report or semi-annual report should be made in
writing to the Fund at the address set forth above or by calling the Secretary
of the Fund, Cecilia Gondor, at 800-854-3863 or 305-271-1900.

ELECTION OF DIRECTOR
(Proposal 1)

Two directors are to be elected at the Annual Meeting. Pursuant to the
Fund's By-Laws, the directors are classified into three classes with respect to
the year of expiration of their terms of office. Because the Fund's Class III
directors' term of office will expire in 2005, the Annual Meeting is being held
for the election of that director. The Class I and Class II directors' terms of
office will expire in 2006 and 2007, respectively.

If authority is granted on the accompanying proxy card to vote in the
election of directors, it is the intention of the person named in the proxy to
vote at the Annual Meeting for the election of each of the nominees named below,
who has consented to being named in the proxy statement and to serve if elected.
If a nominee is unavailable to serve for any reason, the person named as proxy
will vote for such other nominee or nominees selected by the Board of Directors,
or the Board may reduce the number of directors as provided in the Fund's
By-Laws. The Fund currently knows of no reason why the nominee listed below
would be unable or unwilling to serve if elected.

As of August 31, 2005, the Fund's Board of Directors consisted of five
members. The Class III directors of the Fund, Mr. Thomas J. Herzfeld and Mr.
Michael A. Rubin, are nominees for election, and their current terms as
directors will expire on the date of the Annual Meeting or when their successors
are elected and qualify. The nominee would serve until his successor has been
elected and qualified.

Certain information regarding the nominee as well as the current directors
and executive officers of the Fund is set forth below.

Nominee for Director - "Interested Person"

Name, Address, Age Position(s) Term of Office and Principal Occupation(s) Number of Portfolios Other
Held Length of Time Served During Past 5 Years In Complex Overseen Directorships
with Fund by Director held by Nominee
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Thomas J. Herzfeld President, 1993 to present Chairman and President of 2 The Cuba Fund, Inc.
PO Box 161465 Chairman, Thomas J. Herzfeld & Co., Inc. (in registration)
Miami, FL 33116 Director and Thomas J. Herzfeld
Age: 60 Advisors, Inc.

Nominee for Director - "Independent Person"

Michael A. Rubin Director 2002 to present Partner of Michael A. Rubin P.A. 1 Margo Caribe, Inc.
c/o The Herzfeld Caribbean attorney at law; Broker, Oaks
Basin Fund, Inc. Management & Real Estate Corp.,
PO Box 161465 a real estate corporation
Miami, FL 33116
Age: 63

Current Directors and Officers

Name, Address, Age Position(s) Term of Office and Principal Occupation(s) Number of Portfolios Other
Held Length of Time Served During Past 5 Years In Complex Overseen Directorships
with Fund by Director Held by Director
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Officers:

Thomas J. Herzfeld* President, 1993 to present Chairman and President of 2 The Cuba Fund, Inc.
PO Box 161465 Chairman, Thomas J. Herzfeld & Co., Inc., (in registration)
Miami, FL 33116 Director a broker dealer, and
Age: 60 Thomas J. Herzfeld Advisors, Inc.

Cecilia L. Gondor Secretary, 1993 to present Executive Vice President of N/A
PO Box 161465 Treasurer Thomas J. Herzfeld & Co., Inc.,
Miami, FL 33116 a broker dealer, and
Age: 43 Thomas J. Herzfeld Advisors, Inc.

Independent Directors:

Ann S. Lieff Director 1998 to present President of the Lieff Company, a 1 Hastings
c/o The Herzfeld Caribbean management consulting firm that Entertainment, Inc.;
Basin Fund, Inc. offers ongoing advisory services as Claire's Stores,
PO Box 161465 a corporate director to several leading Inc.; Mayors
Miami, FL 33116 regional and national retail operations, Jewelers, Inc.
Age: 53 1998-present; former CEO Spec's
Music 1980-1998, a retailer of
recorded music.

Michael A. Rubin Director 2002 to present Partner of Michael A. Rubin P.A., 1 Margo Caribe, Inc.
c/o The Herzfeld Caribbean attorney at law; Broker, Oaks
Basin Fund, Inc. Management & Real Estate Corp., a
PO Box 161465 real estate corporation
Miami, FL 33116
Age: 63

Albert L. Weintraub Director 1999 to present Senior Partner of Weintraub, 1 None
c/o The Herzfeld Caribbean Weintraub; of counsel Orshan
Basin Fund, Inc. et al, attornies; Chairman of
PO Box 161465 E-Lysium Transaction Systems,
Miami, FL 33116 Inc., an application service provider
Age: 75 of transaction processing, billing
and payment systems

* An "interested person" (as defined in the Investment Company Act of 1940) of
the Fund because he/she is an officer and employee of the Fund's investment
adviser.

Ownership of Fund Securities by Directors

Interested Director

Dollar Range Number of Percent
Name of Equity in the Fund** Shares Held** of Class**
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Thomas J. Herzfeld Over $100,000 58,971 3.52%

Independent Directors

Ann S. Lieff $10,001 - $50,000 1,666 0.10%
Michael A. Rubin $1 - $10,000 1,000 0.06%
Albert L. Weintraub $1 - $10,000 500*** 0.03%

All directors and executive officers
as a group (five persons) N/A 59,566 3.55%

** as of July 31, 2005
*** Shares owned by Mr. Weintraub are under his indirect control and represent
shares held by his wife and children

The Board of Directors of the Fund held four regular meetings during the
Fund's fiscal year ended June 30, 2005. Each of the directors attended at least
75% of the aggregate number of meetings of the Board of Directors and of each
committee of which he or she was a member.

Audit Committee

The Audit Committee of the Board currently consists of Messrs. Weintraub
and Rubin, and Ms. Lieff, none of whom is an "interested person" of the Fund.
Each member of the Audit Committee is considered independent under the
applicable National Association of Securities Dealers' ("NASD") listing
standards. The Board of Directors has adopted a written charter for the Audit
Committee, a copy of which was included as Appendix A to the Fund's proxy
statement for the 2004 Annual Meeting. The Audit Committee reviews the scope of
the audit by the Fund's independent auditors, confers with the auditors with
respect to the audit and the internal accounting controls of the Fund and with
respect to such other matters as may be important to an evaluation of the audit
and the financial statements of the Fund, and makes recommendations with respect
to the selection of auditors for the Fund.

Audit Committee Report

The Audit Committee met once during the fiscal year ended June 30, 2005,
and has reviewed and discussed the Fund's audited financial statements with Fund
management. Further, the Audit Committee has discussed with Kaufman, Rossin &
Co., P.A., the Fund's independent auditors, the matters required to be discussed
by Statement on Auditing Standards No. 61 (Communication with Audit Committees).
The Audit Committee has received the written disclosures and a letter from
Kaufman, Rossin & Co., P.A. required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees) and has discussed with
Kaufman, Rossin & Co., P.A. their independence. Based upon the foregoing, the
Audit Committee recommended to the Board of Directors that the audited financial
statements of the Fund be included in the Fund's annual report to stockholders
for filing with the U.S. Securities and Exchange Commission for the fiscal year
ended June 30, 2005.

Albert L. Weintraub
Ann S. Lieff
Michael A. Rubin

Nominating Committee

The Board has a Nominating Committee comprised solely of independent
directors which consists of Messrs. Weintraub and Rubin, and Ms. Lieff. The
Nominating Committee is responsible for reviewing and recommending qualified
candidates in the event that a directorship is vacated or created, and operates
under a written charter, a copy of which was included as Appendix A to the
Fund's proxy statement for the 2004 Annual Meeting. The Nominating Committee
will not consider nominees recommended by stockholders. Each member of the
Nominating Committee is an independent director under the rules promulgated by
the NASD. The Nominating Committee believes that candidates for director should
have certain minimum qualifications, including (i) the ability to apply good
business judgment and must be in a position to properly exercise their duties of
loyalty and care; (ii) proven leadership capabilities, high integrity and moral
character, significant business experience and a high level of responsibility
within their chosen fields; (iii) the ability to quickly grasp complex
principles of business, finance, international transactions and the regulatory
environment in which investment companies must operate; and (iv) the ability to
read and understand basic financial statements, however the committee retains
the right to modify these minimum qualifications from time to time. In general,
candidates will be preferred who hold an established senior or executive level
position in business, finance, law, education, research or government. The
committee's process for identifying and evaluating nominees is as follows: In
the case of incumbent directors whose terms of office are set to expire, the
Nominating Committee reviews such directors' overall service to the Fund during
their term, including the number of meetings attended, level of participation,
quality of performance, and any transactions of such directors with the Fund, if
any, during their term, and confirms their independence if applicable. In the
case of new director candidates, the committee first determines whether the
nominee must be independent for purposes of The Nasdaq Stock Market and whether
the candidate must be considered a disinterested director under the Investment
Company Act. In either case, determinations are based upon the Fund's charter
and bylaws, applicable securities laws, the rules and regulations of the SEC,
the rules of the National Association of Securities Dealers, and the advice of
counsel, if necessary. The committee then uses its network of contacts to
compile a list of potential candidates, but may also engage, if it deems
appropriate, a professional search firm. The committee then meets to discuss and
consider such candidates' qualifications and recommend the nominee. The
Nominating Committee held one meeting during the last fiscal year.

Stockholders and other interested parties may contact the Board or any
member of the Board by mail. To communicate with the Board or any member of the
Board correspondence should be addressed to the Secretary of the Fund, Attention
Board of Directors. All such correspondence should be sent c/o the Fund at P.O.
Box 161465, Miami, Florida, 33116.

The Fund pays those directors who are not "interested persons" of the Fund
$1,000 per year in addition to $400 for each meeting of the Board attended, plus
reimbursement for expenses. Such fees totaled $7,800 for the fiscal year ended
June 30, 2005.

The aggregate compensation paid by the Fund to each of its directors
serving during the fiscal year ended June 30, 2005, is set forth in the
compensation table below. Mr. Herzfeld receives no direct compensation for his
services on the Fund's Board.

Total Compensation
Aggregate Pension or Retirement Estimated From Fund and Fund
Name of Person and Compensation Benefits Accrued Annual Benefits Complex Paid to
Position with Fund from the Fund as Part of Fund Expenses Upon Retirement Directors

Thomas J. Herzfeld* $0 $0 $0 $0
President and Director

Ann S. Lieff $2,600 $0 $0 $2,600
Director

Albert L. Weintraub $2,600 $0 $0 $2,600
Director

Michael A. Rubin $2,600 $0 $0 $2,600
Director

* "Interested person" of the Fund as defined by Section 2(a)(19) of the
Investment Company Act of 1940.

The Fund does not have a formal policy regarding attendance by directors
at annual meetings of stockholders but encourages such attendance. All members
of the Board attended the Fund's 2004 Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE FUND'S STOCKHOLDERS VOTE "FOR" THE
ELECTION OF THE NOMINEES FOR DIRECTOR.

ADDITIONAL INFORMATION

HERZFELD/CUBA (the "Adviser"), a division of Thomas J. Herzfeld Advisors,
Inc., with offices at The Herzfeld Building, P.O. Box 161465, Miami, Florida
33116, serves as the Fund's investment adviser pursuant to an Investment
Advisory Contract dated June 24, 1993. The Adviser also provides certain
administration services to the Fund, but the Fund has no formal administrative
contract. Mr. Herzfeld, a director of the Fund, is an executive of the Adviser.

Thomas J. Herzfeld & Co., Inc., P.O. Box 161465, Miami, Florida 33116,
acted as Underwriter to the Fund.

Kaufman, Rossin & Co., P.A., 2699 S. Bayshore Drive, Miami, FL 33133,
independent auditors, have been selected by the Board as the Fund's independent
auditors for the current fiscal year ending on June 30, 2006. A representative
of Kaufman, Rossin & Co., P.A. will be present at the meeting and will have the
opportunity to respond to appropriate questions from stockholders and to make
such statements as desired.

INDEPENDENT AUDITORS' FEES

The following table sets forth the aggregate fees paid to the independent
auditors for the two most recent fiscal years for professional services rendered
for: (i) the audit of the annual financial statements and the review of the
financial statements included in the Fund's report to stockholders; (ii)
assurance and related services; (iii) tax compliance, tax advice, and tax
planning; (iv) all other products and services provided to the Fund which
included matters related to regulatory issues and preparation of unaudited
financial statements.

Audit Fees Audit-Related Fees Tax Fees All Fiscal Year-End
Other Fees
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$24,000 $0 $4,000 $3,054 6/30/05
$20,500 $0 $3,500 $4,682 6/30/04

The Fund's Audit Committee charter requires that the Audit Committee shall
pre-approve all auditing services and permitted non-audit services (including
the fees for such services and terms thereof) to be performed for the Fund by
its independent public accountants in one of two methods. Under the first
method, the engagement to render the services would be entered into pursuant to
pre-approval policies and procedures established by the Audit Committee,
provided (i) the policies and procedures are detailed as to the services to be
performed, (ii) the Audit Committee is informed of each service, and (iii) such
policies and procedures do not include delegation of the Audit Committee's
responsibilities under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") to the Trust's management. Under the second method, the
engagement to render the services would be presented to and pre-approved by the
Audit Committee (subject to the de minimus exceptions for non-audit services
described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the
Audit Committee prior to the completion of the audit). At the present time, the
Audit Committee has not adopted pre-approval policies and procedures, and would
use the second method for pre-approval provided for in its charter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of August 17, 2005, there were no persons known by the Fund to own
beneficially more than 5% of the outstanding shares of the Fund.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Fund's
directors, executive officers and certain other persons (collectively,
"Reporting Persons"), to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes in ownership of
equity securities of the Fund. Reporting Persons are required by SEC regulations
to furnish the Fund with copies of all Section 16(a) forms they file.

To the Fund's knowledge, based solely on review of the copies of such
reports furnished to the Fund during the fiscal year ended June 30, 2005, all
Section 16(a) filing requirements applicable to the Reporting Persons were
complied with.

STOCKHOLDER PROPOSALS

Proposals intended to be presented by stockholders for consideration at
the 2006 Annual Meeting of Stockholders must be received by the Secretary of the
Fund no later than May 3, 2006, in order to be included in the proxy statement
for the meeting. A stockholder who wishes to make a proposal at the 2006 Annual
Meeting of stockholders without including the proposal in the Fund's proxy
statement must notify the Fund, and the Fund's officers, of such proposal no
earlier than August 17, 2006 (90 days prior), and no later than September 16,
2006 (60 days prior, assuming a November 15, 2006 meeting.) If a stockholder
fails to give notice by the later date, then the persons named as proxies in the
proxies solicited by the Board for the 2006 Annual Meeting of Stockholders may
exercise discretionary voting power with respect to any such proposal.

To submit a proposal, a stockholder must own 1% or $2,000 worth of shares
of the Fund for at least one year and must own those shares through the date of
the 2006 Annual Meeting. Stockholders who qualify may submit only one proposal
per Annual Meeting, and the proposal may be no longer than 500 words.

REPORTS TO STOCKHOLDERS AND FINANCIAL STATEMENTS

The Annual Report to Stockholders of the Fund, including audited financial
statements of the Fund for the fiscal year ended June 30, 2005, is being mailed
to stockholders. The Annual Report should be read in conjunction with this Proxy
Statement but is not part of the proxy soliciting material. A copy of the Annual
Report may be obtained from the Fund, without charge, by contacting the Fund in
writing at the address on the cover of this Proxy Statement, or by calling
800-854-3863 or 305-271-1900.

OPEN MATTERS

Management of the Fund does not know of any matters to be presented at the
Annual Meeting other than those mentioned in this Proxy Statement. If any other
business should come before the meeting, the proxies will vote thereon in
accordance with their best judgment.

By Order of the Directors,

Cecilia Gondor
Treasurer & Secretary
The Herzfeld Caribbean Basin Fund, Inc.

Dated: August 31, 2005

IF YOU CANNOT ATTEND THE ANNUAL MEETING, IT IS REQUESTED THAT YOU COMPLETE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED SO THAT THE
MEETING MAY BE HELD AND ACTION TAKEN ON THE MATTERS DESCRIBED HEREIN WITH THE
GREATEST POSSIBLE NUMBER OF SHARES PARTICIPATING.