SecProbe.io

July 1, 2014

VIA EMAIL
Mr. John P. Falco, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103-2799

Re: The Herzfeld Caribbean Ba sin Fund, Inc. (the “Fund”)
 File Nos. 333-196458 /811-06445
 Dear Mr. Falco:

 We have reviewed the registration statemen t on Form N-2 filed on behalf of the Fund on
June 2, 2014 in connection with a proposed non-tran sferable rights offering.  We have generally
organized our comments using headings, page nu mbers and defined terms from that registration
statement.  In addition, for your convenience, at  the end of our comment letter we are including
comments that were raised by our accountants in  their most recent SOX review related to the
Fund’s N-CSR filed on August 30, 2013 and its N-Q filed on May 23, 2014.

We have the following comments:

Prospectus

1. Cover Page

 In the paragraph that discusses where copies of the Fund’s Annual Report and
Semi-Annual Report may be obtained, pleas e also address where shareholders
may request other information about the Registrant and dir ect their inquiries.
(Item 1d, Form N-2)

 Please inform us whether FINRA has or will review the terms and arrangements
of the offering.

2. The Offer, pg. 1

 With respect to the second sentence of the second paragraph, please clarify in the
disclosure the specific meeting you are referencing when you say “[a]t that
meeting… .”

3. Purpose of the Offer, pg. 4

 You disclose in the seco nd paragraph that additiona l shares of Common Stock
may be obtained “without incurring any direct  transaction costs.”  Given that one
of the methods of exercising the Rights is  to utilize a broker,  please clarify this
disclosure.  Alternativel y, if you determine that cl arification is unnecessary,
please explain your rationale in  correspondence to the Staff.

4. The Fund – High and Low Closing Sales Price Table, p. 10

 You disclose the amount of common stock outstanding.  Please provide in tabular
form the information identified in pa ragraph 5 of Item 10 of Form N-2.

 In the column headed “Premium/(Discount)(on High Close Date),” should the
number for 3/31/2010 be a positive numb er instead of a negative number?

5. Payment for Shares, p. 15

 In subparagraph (a) at the top of the page, should the end of the underlined text
read “(with payment sent separately)?”  It  currently reads: “(with payment) sent
separately.”

6. Management of the Funds, p. 29

 Under the Principal Occupatio n(s) During the Past Five Years, please add dates of
service for all of the Director s.  (For example, add date s to the bios of Rubin and
Gelety.)

7. Portfolio Managers - Compensation, p. 33

 In the two sentences that say the Herz felds do “not receive compensation as
portfolio manager[s] from the Adviser,” if applicable, consid er adding the word
“separate” before compensation.
Part C

If applicable, please provide the undertaking required by Rule 484 of Regulation C under the
Securities Act of 1933.
ACCOUNTING COMMENTS – Form  N-CSR and Form N-Q

Form N-CSR filed on August 30, 2013:
Directors Disclosure –   Please include a statement that additio nal information about the Directors
is included in the Prospectus.
Form N-Q filed on May 23, 2014:
Please disclose the Gross Unrealized Appreciatio n and Depreciation on a ta x basis as required by
Article 12-12, Footnote 8 of Regulation S-X.
**********************************************
 Where a comment is made in one location, it is applicable to a ll similar disclosure appearing
elsewhere in the registration statement.
We note that portions of the filing are inco mplete. We may have additional comments on
such portions when you complete them in pre- effective amendments, on disclosures made in
response to this letter, on info rmation you supply to us, or on exhi bits added in any pre-effective
amendments.
If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective, in reliance on Rule 430A under the Securities
Act, please identify the omitted information to us, preferably before filing the final pre-effective amendment.
Please advise us if you have submitted or expect to submit exemptive applications or no-
action requests in connection with your registration statement.

Responses to this letter should be in the form  of a pre-effective amen dment filed pursuant to
Rule 472 under the Securities Act. Where no change  will be made in the filing in response to a
comment, please indicate this fact in a letter to  us and briefly state the basis for your position.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing reviewed by the staff to  be certain that they have pr ovided all information investors
require to make an informed decision. Since the fund and its management are in possession of all
facts relating to the fund’s disc losure, they are responsible for the accuracy and adequacy of the
disclosures they have made.
Notwithstanding our comments, in the event th e fund requests acceleratio n of the effective
date of the pending registration statement, it shoul d furnish a letter, at the time of such request,
acknowledging that

 should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
 the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing ef fective, does not relieve  the fund from its full
responsibility for the adequacy  and accuracy of the disclo sure in the filing; and
 the fund may not assert this  action as a defense in a ny proceeding initiated by the
Commission or any person under the federal se curities laws of the United States.

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of I nvestment Management in connection with our
review of your filing or in res ponse to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelera tion are aware of their
respective responsibilities. We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.   Please contact the undersigned at (202 ) 551-6751 should you have any questions
regarding this letter.
        S i n c e r e l y ,          / s /  M i c h e l l e  R o b e r t s
       M i c h e l l e  R o b e r t s
       Senior Counsel