SecProbe.io

June 4, 2018
BY EMAIL

John P. Falco, Esq. 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.: 333-224685

Dear Mr. Falco:
The staff has reviewed the above-referen ced initial registration statement, which the
Commission received on May 4, 2018.  Based on our review, we have the following comments.  Capitalized terms have the same meaning as  defined in the registration statement.

1. General Comments

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

b. Please confirm in your response letter that FINRA has reviewed the proposed
underwriting terms and arrangements for the transactions described in the registration statement, including the amount of compensa tion to be allowed or paid to the
underwriters and any other arrangements among the Fund, the underwriter, and other broker dealers participating in the distribution, and that FINRA has issued a statement expressing no objections to the compensation and other arrangements.

2. Registration Statement Cover Page

Please confirm supplementally that the “Amount Being Registered” in the “Calculation of Registration Fee under the Securities Act of 1933” table will include all shares that may be issued as part of the Underwriters’ over -allotment option.

John P. Falco, Esq.
Pepper Hamilton LLP June 4, 2018 Page 2 of 3
3. Cover Page

The form of prospectus supplement filed with  this registration statement contains a
proposed offering table on the cover page.  P lease modify the table to include the term
“Sales L oad” so that readers can associate the cover page sales load information with the
corresponding term in the fee table.  See Item 1.g. of Form N-2.

4. Fee Table

Please remove the line item for acquired fun d fees and expenses and companion footnote
3 given that no such expenses were incurred.
5. Financial Highlights

(p. 9)  Please provide the full name of the fund’s new auditor upon  first use.

6. Ownership of the Fund by Directors

(p. 28)  Please provide ranges of ownership and aggregate beneficial ownership as of the
end of the most recently completed calendar year.  See Instruction 1 to Items 18.7. and
18.8. of Form N-2.

7. Plan of Distribution  (p.40)

a. Please disclose the amount of the sales load as a percentage of the public offering price in
accordance with Item 5.3. of Form N-2.

b. The Fund states “[u]nder agreements that we may enter, underwriters, dealers and agents
who participate in the distribution of shar es of our securities may be entitled to
indemnification by us against certain liabiliti es, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities.”  Plea se add additional detail describing such
indemnification provisions in accord with Item 5.4. of Form N-2.
8. Part C

Auditor’s Consent .  The Fund includes an auditor’s consent dated May 4, 2018.  Plea se
confirm that the Fund will file an auditor’s consent that is no more than 30 days old at the
time of acceleration.

John P. Falco, Esq.
Pepper Hamilton LLP June 4, 2018 Page 3 of 3
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

Responses to these comments should be made in a letter addressed to me and filed
through the EDGAR system and in pre-effective am endments to the registration statement.  If
you believe that you do not need to make changes to  the registration statement in response to a
comment, please indicate that in the letter and explain the basis for your position.
 Although we have completed our initial review of the registration statement, the
registration statement will be subject to further 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 emai led to me at zapataa@sec.gov or transmitted
by facsimile to (202) 772-9285.  Any mail or deliver ies should include a reference to zip code
20549-8629.

Sincerely,  /s/  Alberto H. Zapata Senior Counsel Disclosure Review and Accounting Office