SecProbe.io

March 20, 2015
BY EMAIL

John P. Falco, Esq. Associate Counsel Pepper Hamilton LLP 3000 Two Logan Square Philadelphia, Pennsylvania 19103-2799   Re: The Herzfeld Caribbean Basin Fund, Inc.   Registration Statement on Form N-2
   Filing No.: 333-202213

Dear Mr. Falco:
The staff has reviewed the above-referenced initial registration statement, which the
Commission received on February 20, 2015.  Based on our review, we have the following
comments.  Unless otherwise specified, page numb ers refer to the courtesy marked copy of the
registration statement.

1. General Comments

a. Several pages of the prospectus contain blan ks for missing disclosure, such as the fee
table.  Please insure that all missing informa tion is included in a pre-effective amendment
responding to these comments.

b. Please advise us if you have submitted or expect to submit an exemptive application or
no-action request in connection wi th your registration statement.

c. Please state in your response letter whether FINRA will or has reviewed the proposed
underwriting terms and arrangements of the transaction involved in the registration
statement.

2. Cover Page

Please add appropriate disclosu re to the cover page and th roughout the prospectus where
appropriate that the fund’s 80% investment  policy includes borrowings for investment
purposes.

John P. Falco, Esq.
Pepper Hamilton LLP March 20, 2015 Page 2 of 5
3. Risk Factors and Special Considerations

Beginning on page 8, the fund lists a variety of  risks inherent in investing in the fund.
The risk of investing in derivativ es is not listed in this sectio n but is described later in the
prospectus.  Please provide a summary of deri vatives investing risk in this section.
Please assess whether other principal risks di scussed later in the prospectus should be
added to this summary section.
4. The Fund

On page 15, the registrant presents a table of historic share price data.  Please add
narrative describing how the fund’s common stock has traded historically in relation to
NAV, including the fund’s recent trading hist ory.  In this section, please summarize the
disclosure (provided later in the prospectus) regarding any methods undertaken or to be
undertaken that are intended to reduce any di scount and related disclosure in accord with
Item 8.5.d. of Form N-2.

5. Investment Objective and Policies – Derivatives

a. The section on investment objectives and polic ies follows a section on risk factors and
special considerations (previ ously summarized in the fund s ynopsis).  Please consider
moving the investment policies and objectives disclo sure before this detailed risk section.

b. The fund’s investment policies include inves ting in “equity-linked securities” of public
and private companies ( See pp. 35-42).  The registrant also  discusses change s in the value
of portfolio securities  and “derivative instruments” (p. 28); and “derivative transactions”
and “derivatives” in relation to its plan of  distribution (p. 67).   Please clarify the
relationship between “equity-linke d securities” and “derivatives.”   If they are intended to
refer to the same investments, pl ease choose a consistent term.

c. (p. 35)  This section states that the fund invest s at least 80% of its to tal assets in equity
and equity-linked securities of certain issuer s.  Please disclose that derivatives will be
valued for purposes of the 80% test on a mark-to-market basis.

d. (pp. 37-42)  This section stat es that the fund may invest in a variety of derivative
instruments.  Please be more specific regard ing any percentage lim itation on the use of
derivatives.
6. Finder

On page 42, the registrant stat es that the fund may pay finde r’s fees.  Pleas e provide the
identity of any finder and any appropriate related disclosure re quired by Item 5.5. of
Form N-2.

John P. Falco, Esq.
Pepper Hamilton LLP March 20, 2015 Page 3 of 5
7. Financial Statements

Given that the December 31, 2014 semi-annual fi nancial statements are incorporated by
reference, please include a re ference to the semi-annual re port in the s econd paragraph
under Financial Statements on page 44.

8. Management Compensation

Please add to the compensation discussion on page 53 the disclosure required by Item
9.b(3) concerning the adviser’s fee as a percenta ge of net assets and any applicable break
points.

9. Investment Advisory Agreement

(p. 53) Please disclose whether the notional value of derivative contracts is included in
the advisory fee expenses.

10. Anti-Takeover Provisions in the Declaration of Trust

(p. 61) The prospectus states that the fund’s Articles of Inco rporation and Bylaws include
certain “anti-takeover” provisions.  Please di sclose that the fund w ill not opt in to the
provisions of the Maryland Control Share Acqui sition Act given that the staff has taken
the position that such anti-tak eover provisions are inconsistent  with section 18(i) of the
1940 Act.  See Boulder Total Return Fund, Inc., SE C Staff No-Action Letter (November
15, 2010).

11. Form of Prospectus Supplement - Exhibit

Please provide us with an example of a form of prospectus supplement for each security that the registrant may offer under the c ontinuous offering.  Except for certain terms
which the registrant is unable to currently  provide, the prospectus supplements should
contain all relevant informati on, including applicable fee tables , prior to effectiveness.
We may have further comments upon review  of the prospectus supplements.

12. Tandy Representation

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be cer tain that they have provided all information
investors require for an informed decision.  Be cause the registrant is  in possession of all
facts relating to the registrant ’s disclosure, it is responsible for the accuracy and adequacy
of the disclosures it has made.

John P. Falco, Esq.
Pepper Hamilton LLP March 20, 2015 Page 4 of 5
Notwithstanding our comments, in the event th e registrant requests acceleration of the
effective date of the pending registration stat ements, it should furnish a letter, at the time
of such request, acknowledging that:
 should the Commission or the staff, acting pu rsuant to delegated authority, declare
the filings effective, it does not foreclose the Commission from taking any action
with respect to the filings;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filings effective, does no t relieve the registrant from its full
responsibility for the adequacy  and accuracy of the disclosure in the filings; and

 the registrant may not assert this action as  defense in any proceeding initiated by the
Commission or any person under the federal se curities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Division of Investment Management in
connection with our review of your filings  or in response to our comments on your
filings.

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 accel eration are aware of
their respective responsibilities.

Responses to these comments should be made in a letter to me filed over the EDGAR
system and in a pre-effective amendment to the registration statement.  If you believe that you do
not need to make changes to a registration st atement in response to a comment, please indicate
that in the letter and explai n the basis for your position.
 Although we have completed ou r initial review of the registration statement, the
registration statement will be subject to furthe r review after our preliminary comments are
resolved.  Therefore, please be advised that we may make additional comments on the registration statement and any additional amendments  to it.  After resolution of all disclosure
issues, an appropriate request from the registrant  must be made for acceleration of the effective
date of the registration statement, as amended.

 If you have any questions, please call me at (202) 551-6929.  Additionally, copies of
documents or letters filed on EDGAR may be em ailed to me at zapataa@sec.gov or transmitted
by facsimile to (202) 772-9285.  Any mail or delive ries should include a reference to zip code
20549-8629.
Sincerely,

John P. Falco, Esq.
Pepper Hamilton LLP March 20, 2015 Page 5 of 5
/s/ Alberto H. Zapata Senior Counsel Insured Investments Office