Allocation of Portfolio Assets
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1
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Financial Statements:
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Schedule of Investments
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2
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Statement of Assets and Liabilities
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3
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Statement of Operations
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4
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Statement of Changes in Net Assets
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5
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Statement of Cash Flows
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6
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Financial Highlights
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7
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Notes to Financial Statements
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8
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Additional Information
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12
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2009 Dole Food Automatic Common Exchange Security Trust
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|||||||||||||
Schedule of Investments
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|||||||||||||
June 30, 2011 (Unaudited)
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|||||||||||||
Maturity
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Par
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Amortized
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|||||||||||
Security Description
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Date
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Value
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Cost
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Fair Value
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|||||||||
Stripped United States Treasury Notes - 8.21%*
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|||||||||||||
Stripped United States Treasury Note
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08/15/2011
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$ | 10,500,000 | $ | 10,489,624 | $ | 10,499,297 | ||||||
Stripped United States Treasury Note
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02/15/2012
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10,500,000 | 10,424,642 | 10,489,258 | |||||||||
Stripped United States Treasury Note
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08/15/2012
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5,250,000 | 5,169,475 | 5,233,835 | |||||||||
Total Stripped United States Treasury Notes
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26,083,741 | 26,222,390 | |||||||||||
United States Treasury Bills - 1.64%*
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|||||||||||||
United States Treasury Bill
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07/28/2011
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5,250,000 | 5,249,464 | 5,249,942 | |||||||||
Total United States Treasury Bills
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5,249,464 | 5,249,942 | |||||||||||
31,333,205 | 31,472,332 | ||||||||||||
Forward Purchase Contract - 90.15%*
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|||||||||||||
D. Murdock Living Trust / 2009 Dole Food Automatic Common
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|||||||||||||
Exchange Security Trust Purchase Agreement
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228,575,303 | 288,000,000 | |||||||||||
Total Forward Purchase Contracts
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228,575,303 | 288,000,000 | |||||||||||
Total Investments - 100.00%*
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$ | 259,908,508 | $ | 319,472,332 | |||||||||
Other Assets in Excess of Liabilities - 0.00%*
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5,783 | ||||||||||||
TOTAL NET ASSETS - 100.00%*
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$ | 319,478,115 | |||||||||||
Footnotes
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|||||||||||||
* Percentages are stated as a percent of net assets.
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2009 Dole Food Automatic Common Exchange Security Trust
|
||||
Statement of Assets and Liabilities
|
||||
June 30, 2011 (Unaudited)
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||||
Assets:
|
||||
Investments in U.S. Treasury Securities, at Fair Value (Cost $31,333,205)
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$ | 31,472,332 | ||
Investment in Forward Purchase Contract, at Fair Value (Cost $228,575,303)
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288,000,000 | |||
Total Investments
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319,472,332 | |||
Cash
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5,783 | |||
Total Assets
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319,478,115 | |||
Net Assets
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$ | 319,478,115 | ||
Net Assets Consist of:
|
||||
$0.875 Trust Automatic Common Exchange Securities ("TRACES"),
|
||||
No Par Value; 24,000,000 Shares Issued and Outstanding
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$ | 259,718,923 | ||
Accumulated Net Investment Income
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195,368 | |||
Net Unrealized Appreciation on Investments
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59,563,824 | |||
Net Assets
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$ | 319,478,115 | ||
Net Asset Value per TRACES Share
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$ | 13.31 |
2009 Dole Food Automatic Common Exchange Security Trust
|
||||
Statement of Operations
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||||
For the six months ended June 30, 2011 (Unaudited)
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||||
For the six months
ended June 30, 2011
(Unaudited)
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||||
Investment Income
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||||
Interest Income
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$ | 146,587 | ||
Total Investment Income
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146,587 | |||
Net Investment Income
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146,587 | |||
Net Change in Unrealized Depreciation on Investments
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(2,001,922 | ) | ||
Net Decrease in Net Assets Resulting from Operations
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$ | (1,855,335 | ) |
2009 Dole Food Automatic Common Exchange Security Trust
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||||||||
Statement of Changes in Net Assets
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For the six months ended June 30, 2011 (Unaudited) and for the year ended December 31, 2010
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For the six months ended June 30, 2011
(Unaudited)
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For the year ended
December 31, 2010
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Change in Net Assets Resulting from Operations:
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||||||||
Net Investment Income
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$ | 146,587 | $ | 406,478 | ||||
Net Change in Unrealized Appreciation (Depreciation) on Investments
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(2,001,922 | ) | 23,261,049 | |||||
Net Increase (Decrease) in Net Assets Resulting from Operations
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(1,855,335 | ) | 23,667,527 | |||||
Distributions Paid to TRACES Holders:
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||||||||
Net Investment Income
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77,303 | 316,520 | ||||||
Return of Capital to TRACES Holders
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10,422,697 | 20,858,480 | ||||||
Change in Net Assets from Distributions Paid to TRACES Holders
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10,500,000 | 21,175,000 | ||||||
Change in Net Assets Resulting from Capital Transactions:
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||||||||
Gross Proceeds from the Sale of TRACES
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- | - | ||||||
Selling Commissions
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- | - | ||||||
Net Increase in Net Assets Resulting from Capital Transactions
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- | - | ||||||
Net Increase (Decrease) in Net Assets
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(12,355,335 | ) | 2,492,527 | |||||
Net Assets, Beginning of Period
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331,833,450 | 329,340,923 | ||||||
Net Assets, End of Period (Including $195,368 and $126,084 in
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$ | 319,478,115 | $ | 331,833,450 | ||||
Undistributed Net Investment Income, respectively)
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2009 Dole Food Automatic Common Exchange Security Trust
|
||||
Statement of Cash Flows
|
||||
For the six months ended June 30, 2011 (Unaudited)
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For the six months
ended June 30, 2011
(Unaudited)
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Cash Flows from Operating Activities:
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||||
Maturity of U.S. Treasury Securities
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$ | 21,000,000 | ||
Purchases of U.S. Treasury Securities
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(10,496,061 | ) | ||
Purchases of Forward Purchase Contract
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- | |||
Net Cash Provided by Operating Activities
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10,503,939 | |||
Cash Flows from Financing Activities:
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||||
Distributions to TRACES Holders
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(10,500,000 | ) | ||
Net Cash Used in Financing Activities
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(10,500,000 | ) | ||
Net Increase in Cash
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3,939 | |||
Cash - Beginning of Period
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1,844 | |||
Cash - End of Period
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$ | 5,783 | ||
Reconciliation of Net Decrease in Net Assets Resulting from Operations to
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||||
Net Cash Provided by Operating Activities:
|
||||
Net Decrease in Net Assets Resulting from Operations
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$ | (1,855,335 | ) | |
Net Investment Income
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(146,587 | ) | ||
Net Change in Unrealized Depreciation on Investments
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2,001,922 | |||
Maturity of U.S. Treasury Securities
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21,000,000 | |||
Purchases of U.S. Treasury Securities
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(10,496,061 | ) | ||
Net Cash Provided by Operating Activities
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$ | 10,503,939 |
2009 Dole Food Automatic Common Exchange Security Trust
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||||||||||||||
Financial Highlights
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For the six months ended June 30, 2011 (Unaudited), for the year ended December 31, 2010
and for the period from October 28, 2009 through December 31, 2009
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For the six months
ended June 30,
2011
(Unaudited)
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For the year ended
December 31,
2010
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For the period from
October 28, 2009(1)
through
December 31,
2009
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Per Share Operating Performance:
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Beginning Net Asset Value
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$ | 13.83 | $ | 13.72 | $ | 12.50 | ||||||||
Selling Commissions
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- | - | (0.37 | ) | ||||||||||
Beginning Net Asset Value, Net of Selling
Commission
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13.83 | 13.72 | 12.13 | |||||||||||
Income From Investment Operations:
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||||||||||||||
Net Investment Income
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- | 0.02 | - | |||||||||||
Net Realized and Unrealized Gain (Loss) on
Investments
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(0.08 | ) | 0.97 | 1.59 | ||||||||||
Total Gain (Loss) from Investment Operations
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(0.08 | ) | 0.99 | 1.59 | ||||||||||
Distributions to TRACES Holders
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||||||||||||||
Net Investment Income
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(0.01 | ) | (0.01 | ) | - | |||||||||
Return of Capital to TRACES Holders
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(0.43 | ) | (0.87 | ) | - | |||||||||
Total Distributions
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(0.44 | ) | (0.88 | ) | - | |||||||||
Ending Net Asset Value
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$ | 13.31 | $ | 13.83 | $ | 13.72 | ||||||||
Supplemental Data and Ratios:
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Net Assets, End of Period
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$ | 319,478,115 | $ | 331,833,450 | $ | 329,340,923 | ||||||||
Total Return
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(0.58 | )% | 7.20 | % | 13.10 | |||||||||
Ratio of Expenses to Average Net Assets (2)
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0.00 | % | 0.00 | % | 0.00 | |||||||||
Ratio of Net Investment Income to Average Net Assets
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0.09 | % | (4) | 0.21 | % | (3) | 0.05 | (3) | ||||||
Portfolio Turnover Rate (5)
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3.25 | % | 1.79 | % | 0.00 | |||||||||
(1) | Commencement of operations. |
(2) |
The Trust is not responsible for any expenses related to its ongoing operations. See Note 3 for additional information.
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(3) |
Annualized ratio of net investment income to average net assets as calculated by net investment income divided by the average of net assets upon
commencement and at the end of the period.
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(4)
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Annualized ratio of net investment income to average net assets as calculated by net investment income divided by the average of net assets at each
quarter end in the period.
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(5) | Lower of Purchases or Maturities divided by the average portfolio assets during the period. |
1.
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Organization
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2.
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Significant Accounting Policies
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(i)
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the U.S. Treasury securities held by the Trust will be valued at the mean between the last current bid and asked prices or, if quotations are not available, as determined in good faith by the Board of Trustees,
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(ii)
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short-term investments having an original maturity of 60 days or less will be valued at cost with accrued interest or discount earned included in interest receivable, and
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(iii)
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the Contract will be valued using a market based approach on the basis of the bid price received by the Trust for the Contract, or any portion of the Contract covering not less than 1,000 shares, from an independent broker-dealer firm unaffiliated with the Trust to be named by the Board of Trustees who is in the business of making bids on financial instruments similar to the Contract and with comparable terms, or if such a bid quotation is not available, as determined in good faith by the Board of Trustees.
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Forward Contract
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Exchange Date
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Cost of
Contract
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Contract
Fair Value
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Net
Unrealized
Appreciation
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Seller - David H. Murdock Living Trust
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11/01/2012
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$228,575,303
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$288,000,000
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$59,424,697
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3.
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Recently Issued Accounting Pronouncements
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4.
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Expenses
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5.
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Distributions
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6.
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Income Taxes
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7.
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Fair Value Measurements
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Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.
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Level 2: Valuations that are based on other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment spreads, credit risk, etc.)
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Level 3: Valuations based on significant unobservable inputs that are not corroborated by market data.
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Fair Value Measurements at June 30, 2011 Using
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Quoted Prices in
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Significant
|
|||||||||||||||
Active Markets for
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Significant Other
|
Unobservable
|
||||||||||||||
Fair Value at
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Identical Assets
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Observable Inputs
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Inputs
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Description
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June 30, 2011
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(Level 1)
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(Level 2)
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(Level 3)
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Other
|
||||||||||||||||
U.S. Treasury
Securities
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$ | 31,472,332 | $ | 31,472,332 | $ | - | $ | - | ||||||||
Total Other
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31,472,332 | 31,472,332 | - | - | ||||||||||||
Derivative Instruments
|
||||||||||||||||
Forward Purchase
Contract
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288,000,000 | - | - | 288,000,000 | ||||||||||||
Total Derivative
Instruments
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288,000,000 | - | - | 288,000,000 | ||||||||||||
Total
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$ | 319,472,332 | $ | 31,472,332 | $ | - | $ | 288,000,000 |
Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3) for Investments for the six
months ended June 30, 2011
|
||||
Fair Value Beginning Balance
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$ | 289,920,000 | ||
Decrease in Unrealized Gains Included in Net Decrease in
Net Assets Applicable to TRACES Holders
|
(1,920,000 | ) | ||
Net Purchases, Issuances and Settlements
|
- | |||
Transfers Out of Level 3
|
- | |||
Fair Value Ending Balance
|
$ | 288,000,000 |
8.
|
Investment Transactions
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9.
|
Capital Share Transactions
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10.
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Subsequent Events
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(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not Applicable.
|
Period
|
(a)
Total Number of
Shares (or Units)
Purchased
|
(b)
Average Price Paid
per Share (or Unit)
|
(c)
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
|
(d)
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans
or Programs
|
Month #1 01/01/11 –
01/31/11
|
0
|
0
|
0
|
0
|
Month #2 02/01/11 –
02/28/11
|
0
|
0
|
0
|
0
|
Period
|
(a)
Total Number of
Shares (or Units)
Purchased
|
(b)
Average Price Paid
per Share (or Unit)
|
(c)
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
|
(d)
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans
or Programs
|
Month #3 03/01/11 –
03/31/11
|
0
|
0
|
0
|
0
|
Month #4 04/01/11 –
04/30/11
|
0
|
0
|
0
|
0
|
Month #5 05/01/11 –
05/31/11
|
0
|
0
|
0
|
0
|
Month #6 06/01/11 –
06/30/11
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
(a)
|
The Registrant’s Managing Trustee has reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers has concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.
|
(b)
|
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(a)
|
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. 1) Not applicable.
|
|
(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
|
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. None.
|
(b)
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
|
1.
|
I have reviewed this report on Form N-CSR of 2009 Dole Food Automatic Common Exchange Security Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 16, 2011
|
/s/ Donald J. Puglisi
Donald J. Puglisi
Managing Trustee
|
/s/ Donald J. Puglisi
Donald J. Puglisi
Managing Trustee, 2009 Dole Food Automatic
Common Exchange Security Trust
|
Dated: August 16, 2011
|
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