Re:
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The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)
1940 Act File No. 811-06445
1933 Act File No. 333-196458
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1.
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Confirm that the form proxy card will be included with the final definitive proxy statement.
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Boston
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Washington, D.C.
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Los Angeles
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New York
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Pittsburgh
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Detroit
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Berwyn
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Harrisburg
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Orange County
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Princeton
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Silicon Valley
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Wilmington
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2.
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Under the heading “Election of Directors,” present the nominees, directors and officers in a single table.
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3.
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With respect to Proposal 2, add the following disclosure regarding the encumbrance of the Fund’s assets:
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4.
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In the section under Proposal 3 entitled “Proposed Calculation of Advisory Fees Under the Investment Advisory Agreement” clarify what is meant by investment leverage through “any other means.”
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5.
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To the extent the Fund uses derivative instruments, discuss in your response the manner by which such derivative instruments will be valued. Confirm that the Fund will not use the notional value of the underlying or reference assets of an instrument for purposes of calculating the investment advisory fee.
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6.
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Disclose the rationale for assuming borrowings of 25% of total assets in the pro forma presentation of the fee table and expense example.
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7.
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In the fee table and expense example, delete the column for “pro forma based on gross assets assuming bank debt” to conform with the requirements of Item 3 of Form N-2.
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8.
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In the discussion regarding Proposal 3, disclose the date the investment advisory agreement was last approved by stockholders.
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9.
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In the discussion regarding Proposal 3, provide additional disclosure regarding the differences between the existing and proposed terms of the investment advisory agreement.
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10.
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Confirm that the Adviser is controlled by Mr. Thomas J. Herzfeld or if there are other control persons revised the Proxy Statement to disclose such persons.
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11.
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Revise the discussion regarding “Management of Similar Funds” in the Proposal 3 to conform with the requirements of Schedule 14a Item 22(c)(10).
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12.
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In Proposal 3 under the heading, “Board’s Evaluation and Recommendation,” update the information as appropriate to reflect the Board’s continuation of the current investment advisory agreement at the August 2014 Board meeting.
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13.
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Confirm that the Fund’s registration statement on Form N-2 will be updated to reflect the terms of the amended investment advisory agreement.
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Very truly yours,
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/s/ John P. Falco
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John P. Falco
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cc:
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Reanna J.M. Lee, Esq.
John M. Ford, Esq.
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U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”)
|
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1940 Act File No. 811-06445
|
|
1933 Act File No. 333-196458
|
Very truly yours,
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/s/ Reanna J. M. Lee
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Reanna J. M. Lee, Esq.
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cc:
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Michelle Roberts, Senior Counsel, U.S. Securities and Exchange Commission
John P. Falco, Esq.
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