SecProbe.io

CORRESP
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November 15, 2023

Mr. John Kernan

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Wildermuth Fund - March 31, 2023 Annual Report Review

Dear Mr. Kernan:

This correspondence responds to comments received
by the undersigned from the staff of the U.S. Securities and Exchange Commission (the “Staff” of the “Commission”)
on September 19, 2023, with respect to the March 31, 2023 Annual Report for the Wildermuth Fund (the “Fund” or the “Registrant”)
For your convenience, your comments have been summarized with responses following each comment.

SEC Accounting Comments:

 1. The staff has observed differences in valuations calculated and presented to Nasdaq as compared to what
was reported in the Fund’s most recent annual report. The staff notes that there are material differences even after adjusting for
the impact of taxes between the Fund’s calculated and audited March 31, 2023 NAVs. For example, the Fund’s Class I calculated
NAV as of March 31, 2023 reported to Nasdaq was $12.10 per share as compared to an audited NAV of $10.04. Please explain the basis for
the differences and the absence of disclosure discussing the differences in the annual report. In your response, to the extent that differences
between the calculated and audited March 31, 2023 NAVs are attributable to valuation policies, distinguish between the impacts attributable
to the investments valued at NAV as a practical expedient and other investments by position and where values were materially different,
provide an explanation of the specific factors contributing to the differences and the considerations by the Valuation Committee to ensure
the accuracy of fair value in the daily NAVs and the calculated 3/31 reported and audited NAVs.

The Registrant notes that the NAV reported
in the Fund’s Annual Report incorporates fair value adjustments up until the audit issue date, which is 60 days after the Fund’s
fiscal year-end of March 31, 2023. The difference between the calculated NAV at March 31 and the audited NAV is entirely attributable
to changes in the fair value of the Fund’s private equity holdings. Wildermuth Advisory, LLC (the “Adviser”),1
the Fund’s prior investment adviser, had engaged Kroll, an independent third-party valuation agent, to provide valuation services
with respect to the Fund’s investments. The Adviser engaged Kroll to provide updated valuation analyses as of March 31, however,
the valuation analysis is not immediately available. After Kroll provides updated fair value measurements, the Adviser as Valuation Designee
reviewed all underlying assumptions and then the fair value committee of the Adviser would formally consider, approve and adopt the updated
values. The Kroll updated values were then included in the Fund’s audited financial statements.

1 Effective November 1, 2023, the Fund
entered into an interim investment advisory with BW Asset Management, Ltd., an affiliate of Kroll.

KAREN A. ASPINALL ● PARTNER

11300 Tomahawk Creek Pkwy, Suite 310 ● Leawood, KS 66211 ● p: 949.629.3928

Practus, LLP ● Karen.Aspinall@Practus.com ● Practus.com

 2. With respect to REACH Enterprises Inc., please provide details of the valuation methodology and inputs
used to fair value investments in REACH Enterprises. Please explain how the significant reductions in fair value of common and preferred
equities and increases in the general interest rate environment reconcile with the fair value of the 8% and 12% convertible notes held
at the fiscal year end.

The valuation methodology for preferred
and common equity is a market approach, which is heavily discounted based on the high-risk of early-stage company investment. The value
is allocated to the various share classes utilizing an option-pricing model. The convertible debt is valued utilizing a scenario analysis
with probabilities assigned to a qualified financing event and hold-to-maturity. The convertible note value at exit is then discounted
back to present value based on rates of return provided by the August 2019 AICPA guide on the Valuation of Portfolio Company Investments
of Venture Capital and Private Equity Funds and Other Investment Companies.

 3. Please provide details of the current valuations of REACH Enterprises or the disposal, maturity or restructuring
of the investments.

The current valuation of REACH is based
on the Kroll valuation analysis utilized in the March 31, 2023 audited financial statements. The Adviser, as the Valuation Designee, would
review its fair value determinations and update a position’s fair value to the extent that the information available regarding the
security materially changed since the last fair value determination. As there has been no new information available to the Adviser with
respect to REACH since the March 31, 2023 valuation, the Adviser engaged Kroll to provide an updated valuation analysis as of September
30, 2023. The convertible notes have been extended from their original maturity date for another 12 months.

 4. To the extent not already addressed above, please provide a summary of the Fund’s Valuation Designee
and Valuation Committee calculation of any back testing performed to compare valuation of investments with subsequent proceeds from disposal.

The Adviser, as Valuation Designee,
reviewed the back testing procedures and calculations with the Fund’s Valuation Committee on a quarterly basis. In Q1 2023, the
Fund’s investment in Peachtree Self-Storage was sold. This was an interest in a self-storage facility in Peachtree Corners, GA.
A Letter of Intent (LOI) for this property was received by the company in Q3 2022, and the valuation of the Fund’s position was
based on this LOI. As part of the LOI negotiation process, the sale price was reduced in late November. On December 1, 2022, the Adviser
adjusted the valuation of the investment to take the new sale price into account. There was a minimal variance (approximately $15k) between
the Fund’s fair value and proceeds from disposal due to the portfolio company’s working capital cash needs. This was the only
private equity position that was sold in 2023.

 5. Please confirm the date or dates that entries were posted to the accounting records and reflected in the
NAVs for current and deferred tax related to the tax years ended on December 31, 2022 and March 31, 2023.

The Fund had engaged a third-party service
provider to assist in preparing the deferred tax liability, however those results were not available as of December 31, 2022. The March
31, 2023 deferred tax entry was made by the Fund’s accounting agent on June 9, 2023 for $3,056,352. The number was dependent on
valuation of the Fund’s holdings, which was subject to top-side adjustments, which were delayed.

2

 6. Please provide details of any NAV error impact analysis, related share reprocessing and capital contributions
paid or proposed to offset any adverse economic impacts to shareholders attributable to delays in recording income tax.

The NAV analysis is ongoing. The Fund
will provide more information to the staff when available.

 7. Please provide an accounting analysis supporting the timing of recognition and measurement of the Fund’s
corporate taxes pursuant to ASC 740. Please provide staff copies of supporting tax compliance tests and other evidentiary matter to support
the determination for the three- and six- month periods ended March 31, 2022 and September 30, 2022, respectively, that the loss of RIC
qualification status was more not “likely than not” to occur. This support should include copies of the reviews of uncertain
tax positions prepared by the Fund pursuant to ASC 740 for these time periods and details of the determination regarding the Fund maintaining
its RIC Subchapter M status.

With respect to the asset-diversification
requirement, under Section 851(b)(3)2 of the Internal Revenue Code (the “Code”) the Fund must diversify its holdings
so that, at the end of each quarter of each taxable year (i) at least 50% (the “50% Test”) of the value of the Fund’s
total assets is represented by cash and cash items, U.S. government securities, the securities of other regulated investment companies
(“RICs”) and other securities, if such other securities of any one issuer do not represent more than 5% of the value of the
Fund’s total assets (the “5% Test”) or more than 10% of the outstanding voting securities of such issuer, and (ii) not
more than 25% of the value of the Fund’s total assets is invested in the securities other than U.S. government securities or the
securities of other RICs of (a) one issuer, (b) two or more issuers that are controlled by the Fund and that are engaged in the same,
similar or related trades or businesses, or (c) one or more qualified publicly traded partnerships (all of these foregoing diversification
tests shall be referred to as the “Diversification Tests”). In general, failing to satisfy the Diversification Tests means
that the Fund would not be eligible to be treated as a RIC under the Code.

There are three important exceptions
to the rules described above. First, under Section 851(d)(1), a fund that meets the requirements of the Diversification Tests at the close
of any quarter shall not lose its status as a RIC because of a discrepancy during a subsequent quarter between the value of its various
investments and such requirements unless such discrepancy exists immediately after the acquisition of any security or other property and
is wholly or partly the result of such acquisition (the “Market Fluctuation Rule”). To illustrate the application of the Market
Fluctuation Rule, assume that at the end of the quarter ending March 31 of a particular taxable year, a fund holds a position in the common
stock of ABC, Inc. that represents 4.5% of the total value of that fund’s portfolio, meaning the ABC position is not subject to
the 5% Test. Further assume that the fund buys no additional shares of ABC during the quarter ending June 30, but that during such quarter
the market value of ABC doubles, such that now the ABC position is subject to the 5% Test and as a result the fund appears to fail the
Diversifucation Tests. The effect of the Market Fluctuation Rule is to allow the fund in this instance to pass the Diversification Test
since the reason for the apparent failure is the fluctuation in the value of the ABC position.

2 All section references are to the Internal Revenue Code.

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Second, also under Section 851(d)(1),
a fund that does not satisfy the Diversification Tests at the close of any quarter by reason of a discrepancy existing immediately after
the acquisition of any security or other property which is wholly or partly the result of such acquisition during such quarter shall not
lose its status for such quarter as a RIC if such discrepancy is eliminated within 30 days after the close of such quarter (then “30
Day Rule”) and in such cases it shall be considered to have met the requirements of the Diversification Tests at the close of such
quarter. The typical way to take advantage of the 30 Day Rule is to sell or otherwise dispose of one or more positions such that following
such sale(s), the fund satisfies the requirements of the Diversification Tests.

Finally, if a fund fails the Diversification
Tests and the failure is not de minimis, the fund can cure failure if: (a) the fund files with the Treasury Department a description
of each asset that causes the RIC to fail the Diversification Tests; (b) the failure is due to reasonable cause and not willful neglect;
and (c) the failure is cured within six months (or such other period specified by the Treasury).  In such cases, a tax is imposed
on the fund equal to the greater of: (a) $50,000 or (b) an amount determined by multiplying the highest rate of corporate tax (currently
21%) by the amount of net income generated during the period of diversification test failure by the assets that caused the fund to fail
the Diversification Test.

Q1 2022

Robert Elwood (Practus Tax counsel)
discussed the calendar quarter Q1 2022 IRS Test with the Adviser. Based upon facts provided by the Adviser, it was determined that the
Fund was currently passing the IRS Test under the Market Exception Rule. Given the decrease in the Fund’s total assets (due to market
conditions – repurchase of shares), the Fund was failing the 50% Test. However, under the Market Exception Rule, the Adviser determined,
in consultation with tax counsel, that the Fund was in compliance with the Diversification Tests.

Q2 2022

For the calendar quarter Q2 2022, it
was determined that the Fund was currently passing the Diversification Tests due to the Market Exception Rule. Given the decrease of the
total assets of the Fund (due to market conditions), the Fund was failing the 50% Test. However, under the Market Exception Rule, the
Adviser, in consultation with tax counsel, determined that the Fund was in compliance with the Diversification Tests based upon facts
provided by the Adviser.

Q3 2022

The Fund had historically qualified
as a RIC by complying with the provisions of the Code that are applicable to RICs. Due to lack of capital inflow and quarterly redemptions,
the Fund could not pass the 50% Test. The Fund held several securities valued over 5% of gross fund assets and securities more than 10%
of the outstanding voting securities of such issuer.

4

As of the periods ended March 31, 2022
and September 30, 2022, the Fund still believed and fully intended to qualify as a RIC by complying with the relevant provisions of the
Code, including the Diversification Tests. If the Fund failed the Diversification Tests, it had a 6-month period to correct any failure
without incurring a penalty if such failure is “de minimis.” But that would mean selling or otherwise redeploying positions
so that the Fund would be in compliance, which would have been difficult at that time. As of (or around) October 15, 2022, it was determined
that the Fund could not qualify as a regulated investment company because it had failed the Diversification Tests as of March 31, 2022
and could not qualify for any of the exceptions to those rules. As a result, the Adviser believed that the Fund must be taxed as a C-corporation,
starting on March 31, 2022.

Upon determining that the Fund must
be taxed as a C-corporation, the Fund then hired a third party service provider to assess and calculate the amount of tax the Fund owed
due to its status as a C-corporation.

The diversification testing will be
provided separately to the SEC staff.

 8. Please provide an analysis pursuant to Staff Accounting Bulletin No. 99 (entitled Materiality) and other
staff pronouncements and guidance supporting the presentation of the impacts of the change in tax structure for the tax fiscal year ended
December 31, 2022 in the audited financial statements, for the three-month perioded March 31, 2022 and the unaudited financial statement
for the six-month period ended September 30, 2022.

As of October 15, 2022, the Fund no
longer qualified as a RIC under Subchapter M of the Internal Revenue Code for the 2022 taxable year. The information needed to calculate
the 2022 tax provision needed to be calculated and analyzed by a tax professional. The analysis was completed, and the tax provision was
not provided to the Adviser until June 2023. Because of this lack of information, management decided not to apply a retroactive approach
by restating the Fund’s financial statements.

 9. Please confirm that the tax implications of the recently approved Plan of Liquidation have been reflected
in the daily NAVs, as applicable, and confirm the details including timing and amounts of tax entries made or anticipated to be made.

The Fund is currently in a net deferred
tax liability position.  The primary driver of the net deferred tax liability is differences between the accounting basis and tax
basis of the Fund’s investments. As