SecProbe.io

September 7, 2023
Alexander Karampatsos, Esq.
Dechert LLP
1900 K Street NW
Washington, D.C. 20006-1110
Re: CAZ Strategic Opportunities Fund
File Nos. 333-273837 and 811-23892
  Dear Mr. Karampatsos:
On August 9, 2023, you filed a registration st atement on Form N-2 for CAZ Strategic
Opportunities Fund (the “Fund”).  Our comments are set forth below.  For convenience, we
generally organized our comments using the headi ngs, defined terms and page numbers from the
registration statement.  Where a comment is made with respect to the disclosure in one location
of the filing, it applies to all similar disclosure found elsewhere.
PROSPECTUS
Cover Page
1. The cover page identifies class A shares, class D Shares and class I Shares as being offered
by the Fund.  As the Fund has not yet obtained exemptive relief to issue multiple classes of
Shares, please identify the class of the Fund’s Sh ares being offered in this Prospectus and
disclose that the other classes presented are not being offered.
2. Under “Eligible Investors” please revise the second sentence to delete “with respect to
certain individual investors or cl asses of investors” and the pare ntheses so that the sentence
specifically identifies the persons for whom th e minimum investment amount can be waived.
Prospectus Summary — Investment Oppo rtunities and Strategi es (pages 1 – 6)
3. Please revise the heading of this section to in sert the word “Principal” before “Strategies”.
Also, please move disclosure of any non-princip al investment strategi es to another location
outside of the Prospectus Summary.  See Instruction to Item 3.2. of Form N-2.  See also
Instruction 1 to Item 8.4. of Form N-2.

Alexander Karampatsos, Esq.
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September 7, 2023

4. The second paragraph of this s ection identifies the types of pr ivate equity and private debt
vehicles in which the Fund will invest.  Please disclose any targeted allocation in each type of vehicle.
5. Disclosure on pages two and three states that  the Fund will invest in, among other things,
“energy, agriculture, natural resources and other type s of physical assets”, real estate and real
assets.  Please explain to us how the Fund w ill satisfy the definition of an investment
company as it appears it can invest without limit in these types of assets that are not
securities.
 Prospectus Summary — Eligib le Investors (pages 8 – 9)
6. The second to last sentence of this section st ates that the accredited investors requirement
will not be waived except with respect to knowledgeable employees of the Adviser or the
Fund.  Please define the term “knowledgeable employee”.
Prospectus Summary — Share Repurch ases by the Fund (pages 9 – 11)
7. In the second and third bullets on page 10, please clarify that the Notice Date is the same as
the Expiration Date.
8. In the fifth paragraph on page 10, please disclose  that the 5% of the estimated Payment that
may be withheld will be paid within two business days after completion of the annual audit.
9. The second sentence of the fifth paragraph on page  10 states that a shareholder could wait as
long as approximately 14 months to receive the second payment installment.  Please clarify
what date the 14 months is measured from.
10. The last sentence on page 10 states that th e Fund has the right to repurchase Shares of
shareholders if the Fund determines that the repur chase is in the best interest of the Fund or
upon the occurrence of certain events specifie d in the Fund’s Agreement and Declaration of
Trust.  Please replace this sentence with a st atement that the Fund may repurchase Shares
consistent with Rule 23c-2 under the Inve stment Company Act of 1940 (“1940 Act”).
Prospectus Summary — Risk Factors (pages 15 – 25)
11. The first risk factor on page 18 describes the risks of “Other Asset-Backed Instruments”.
Please disclose investment in such instrument s in the description of the Fund’s principal
strategies.  Please also briefly describe the following types of investments that are identified
in this risk factor:  REMICs, Re-REMICs, inve rse floaters and pass-through securities.
Summary of Fund Expenses (pages 27 – 29)
12. Please disclose the recoupment provision of the Expense Support Agreement in footnote 6.
Please also confirm that the date such agreement will expire ( i.e., “[  ], 2025”) will be at least
one year from the effective date of  the Fund’s registration statement.

Alexander Karampatsos, Esq.
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September 7, 2023

Investment Objectives and Stra tegies — Investment Opportun ities and Strategies (pages 29
– 30)
13. Please revise the heading of this sub-section to insert the word “Principal” before
“Strategies”.  Also, please move  disclosure of any non-principa l investment strategies to a
separate section that is less prominent.  See Instruction 1 to Item 8.4. of Form N-2.
Investment Objectives and Strategi es — Portfolio Composition (page 31)
14. The second to last sentence of this section stat es that one or more s ubsidiary entities may be
employed to earn such income and hold the re lated investments.  Please respond to the
following comments regarding any entity that engages in investment activities in securities or
other assets that is primarily controlled by the Fund (a “Subsid iary”).  A primarily controlled
entity is an entity that the Fund controls as de fined in Section 2(a)(9) of the 1940 Act and for
which the Fund’s control of the entity is greater than that of any other person.
a. Disclose any of the Subsidiary ’s principal investment strate gies or principal risks that
constitute principal inves tment strategies or prin cipal risks of the Fund.
b. Disclose that the Fund complies with the provisions of the 1940 Act governing
investment policies (Secti on 8) on an aggregate basis with the Subsidiary.
c. Disclose that the Fund complies with th e provisions of the 1940 Act governing capital
structure and leverage (Section 18) on an aggreg ate basis with the Subsidiary so that the
Fund treats the entity’s debt as its own for purposes of Section 18.
d. Disclose that each investment  adviser to the Subsidiary complies with the provisions of
the 1940 Act relating to investme nt advisory contracts (Sec tion 15) as an investment
adviser to the Fund under Section 2(a)(20) of  the 1940 Act.  Also file the investment
advisory agreement between the Subsidiary and its investment adviser as an exhibit to the
registration statement.  See Item 25.2.k. of Form N-2.
e. Disclose that each Subsidiary complies with the provisions relating to affiliated
transactions and custody (Section 17).  Identify the custodian of the entity.
f. Confirm to us that (a) if a Subsidiary is not organized in the U.S., the entity and its board
of directors will agree to designate an agent for service of process in the U.S.; and (b) a Subsidiary and its board of directors will agree to inspection by the staff of the
Subsidiary’s books and records, which will be  maintained in accordance with Section 31
of the 1940 Act.
g. Explain to us whether the financial statements of the Subsidiary will be consolidated with
those of the Fund.  If not , please explain why not.
h. Confirm to us that any wholly-owned S ubsidiary’s management  fee (including any
performance fee), if any, will be included in the Management Fee line item of the Fund’s

Alexander Karampatsos, Esq.
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September 7, 2023

fee table and the wholly-owned Subsidiary’s expenses will be included in the Other
Expenses line item of the Fund’s fee table.
Types of Investments and Related Risks — Principal Risks of Investing in the Fund —
China Investments Risk  (pages 40 – 41)
15. If investing in variable interest  entities is a principal risk of the Fund, please describe such
risks here.
Management of the Fund — Inve stment Personnel (pages 51 – 52)
16. Please use the term “portfolio manager” in th is section to identify the “personnel of the
Adviser who have primarily responsib ility for management of the Fund”.  See Item 9.1.c. of
Form N-2.
Choosing a Share Class (page 60) 17. Please delete the first and second sentences of th e second to last paragr aph of this section.
Please also revise the third sentence of this pa ragraph to state that the financial intermediary
may only impose minimum requirements that are higher than (rather than “different from”)
those set forth in the Prospectus.  In addition, th e fourth sentence of this paragraph states that
“you will not incur charges on repurchases”.  Please  revise this sentence to reflect that the
Fund charges a 2% early repurchase fee.
Sales Charge - Class A Shares — Pu rchase of Class A Shares (page 63)
18. This first sentence of the third paragraph states that the availability of sales charge waivers
and discounts may depend on the pa rticular financial intermedia ry or type of account through
which you purchase or hold Fund Shares.  Pl ease identify financial intermediaries and
account types that offer sales charge waivers a nd discounts different from those disclosed in
the Prospectus and describe such waivers and discounts.  Please also apply this comment to
the third to last sentence in the following sub-section “Waivers of Class A Sales Charges”, which states that the availability of these sales load waivers may depend on the particular
financial intermediary and type  of account through which you purchase or hold Fund shares.
See IM Guidance Update 2018-06 and Item 12(a)(2) of Form N-1A.
Sales Charge - Class A Shares — Waiv ers of Class A Sales Charges (page 64)
19. The first sentence of the second paragraph st ates that the Class A Shares front-end sales
charge may be reduced or waived for the following individuals and institutions.  Please
specifically disclose whether the sales charge is reduced or waived for each of the bullet
points.  See Item 12(a)(2) of Form N-1A.
20. The last two bullet points refer to financial intermediaries and broker-dealers that have
entered into agreements with the Distributor.  Please identify the financial intermediaries and
broker-dealers who have entered into such ag reements, and therefore through whom sales

Alexander Karampatsos, Esq.
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September 7, 2023

charges may be reduced or waived.  See IM Guidance Update 2018-06 and Item 12(a)(2) of
Form N-1A.
How to Buy Shares  — Eligible Investors (pages 65 – 66)
21. The second sentence of the third paragraph on pa ge 66 states that some intermediaries may
impose different or additional eligibility requirements.  Please delete “different or”.
How to Buy Shares  — Investment Minimum (page 66)
22. Please delete the fourth, fifth and sixth sentences of this section.
Repurchases and Transfers of Shares — Repurchases of Shares (pages 68 – 70)
23. On page 70, the second to last paragraph stat es that the Fund may repurchase Shares in
accordance with the terms of its Agreement a nd Declaration of Trust and the 1940 Act if the
Fund makes certain determin ations.  Please delete the last bullet point.  See Section 23(c)(3)
of the 1940 Act.  Also, in the fifth bullet poi nt, please define what  “Special Laws or
Regulations” are.
STATEMENT OF ADDITIONAL INFORMATION
Investment Objectives and Policies — C. A dditional Information Regarding Investment
Restrictions (pages 36 – 37)
24. Please revise the second sentence of the third para graph of this section to  insert “tax-exempt”
before “municipal”.  See Investment Company Act Release No. 9785 (May 31, 1977).
25. Disclosure in the third paragra ph of this section states twice that each foreign government is
considered to be a separate i ndustry and that currency positions are not considered to be an
investment in a foreign government for indus try concentration purposes.  Please only make
these statements one time.
26. Disclose that the Fund will consider the holdings  of other investment companies in which it
invests for purposes of determining comp liance with its concentration policy.
Proxy Voting Policy and Proxy Voting Record (page 49)
27. The first sentence of the second paragraph states  that the Adviser’s policies and procedures to
determine how to vote proxies relating to portfolio securities are set forth in Appendix A.  Please attach Appendix A as it is currently not attached.
PART C – OTHER INFORMATION
Item 25.  Financial Statements and Exhibits
28. Please revise sections 7(a) and 8(a) of the Decl aration of Trust to replace “gross negligence,
willful misconduct, or bad faith” with “willful misfeasance,  bad faith, gross negligence or

Alexander Karampatsos, Esq.
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September 7, 2023

reckless disregard of the duties involved in the conduct of his or her office.”  See Section
17(h) of the 1940 Act.
29. Please file the actual Investment Management Agreement, rather than a “Form of”.
30. Please confirm that the opinion and consent of counsel to be filed by amendment will be
consistent with Sta ff Legal Bulletin 19.
Signature Page 31. We note that the trustees have not signed the re gistration statement.  Please ensure that once
the Board of Trustees has been properly cons tituted and officers appointed, a pre-effective
amendment to the registration statement will be signed by a majority of Trustees as well as
the required officers of the Fund.  See Section 6(a) of the Securities Act.
GENERAL COMMENTS
32. Please tell us if you have presen ted any test the waters materi als to potential investors in
connection with this offering.  If so, please pr ovide us with copies of such materials.
33. We note that many portions of your filing are in complete or to be updated by amendment
(e.g., fee table, information rega rding Trustees). We may have additional comments on such
portions when you complete them in pre-effe ctive amendments, on di sclosures made in
response to this letter, on information supplie d supplementally, or on e xhibits added in any
pre-effective amendment.
34. If you intend to omit certain information from th e form of prospectus included with the
registration statement that is declared effective in reliance on Rule 430A under the Securities
Act, please identify the omitted information to us  supplementally, preferably before filing the
pre-effective amendment.
35. Please advise us if you have s ubmitted or expect to submit any exemptive applications or no-
action requests in connection with  your registration statement, ot her than the applications to
issue multiple classes of Shares and to co-invest with affiliates.
36. Response to this letter should be in the form of a pre-effective amendment 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 f act in a supplemental letter a nd briefly state the basis for
your position.
In closing, we remind you that the Fund 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.
                                                  *  *  *  *  *

Alexander Karampatsos, Esq.
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September 7, 2023

If you have any questions prior to filing a pr e-effective amendment, please call me at
(202) 551-6782.
       S i n c e r e l y ,
       /s/ Anu Dubey
                   Anu Dubey
        Senior Counsel cc: Michael Spratt  Thankam Varghese  Chad Eskildsen