SecProbe.io

CORRESP
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    1900 K Street NW

    Washington, DC 20006-1110

    +1 202 261 3300 Main

    +1 212 261 3333 Fax

    www.dechert.com

    MATTHEW Carter

    matthew.carter@dechert.com

    +1 202 261 3395 Direct

    +1 703 302 9402 Mobile

September 27, 2023

VIA EDGAR

Anu Dubey

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549-4644

Re: 	CAZ Strategic Opportunities Fund (File
Nos. 333-273837 and 811-23892)

Dear Ms. Dubey:

This letter responds to the comments provided
in writing on September 7, 2023, in connection with your review of the registration statement on Form N-2 (the “Registration Statement”)
for CAZ Strategic Opportunities Fund (the “Fund”) filed with the U.S. Securities and Exchange Commission (“SEC”)
on August 9, 2023. The comments of the SEC staff (“Staff”), followed by the Fund’s responses, are set forth below. Contemporaneously
with filing this letter, the Fund is filing Pre-Effective Amendment No. 1 to the Registration Statement, which reflects the responses
below. Capitalized terms have the meanings attributed to such terms in the Registration Statement.

PROSPECTUS

Cover Page

 1. Comment: 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 Shares being offered in this Prospectus and disclose that the other classes presented
are not being offered.

Response:
The Fund acknowledges this comment and has revised its disclosure accordingly.

 2. Comment: Under “Eligible Investors” please revise
the second sentence to delete “with respect to certain individual investors or classes of investors” and the parentheses so
that

      September 27, 2023

Page 2

the sentence specifically identifies
the persons for whom the minimum investment amount can be waived.

Response:
The Fund has revised its disclosure as follows:

. . . The minimum
initial and additional investments set forth above may be waived or reduced by the Fund with respect to certain employees, officers
or Trustees of the Fund, the Adviser or its affiliates who qualify as accredited investors individual investors or classes
of investors (specifically, with respect to employees, officers or Trustees of the Fund, the Adviser or their affiliates). .
.

Prospectus Summary –
Investment Opportunities and Strategies (pages 1-6)

 3. Comment: Please revise the heading of this section to insert
the word “Principal” before “Strategies”. Also, please move disclosure of any non-principal investment strategies
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.

Response:
The Fund acknowledges this comment and has revised its disclosure accordingly.

 4. Comment: The second paragraph of this section identifies the
types of private equity and private debt vehicles in which the Fund will invest. Please disclose any targeted allocation in each type
of vehicle.

Response:
The Fund respectfully submits that the Fund does not have target allocations in private equity and private debt vehicles.

 5. Comment: Disclosure on pages two and three states that the
Fund will invest in, among other things, “energy, agriculture, natural resources and other types of physical assets”, real
estate and real assets. Please explain to us how the Fund will satisfy the definition of an investment company as it appears it can invest
without limit in these types of assets that are not securities.

Response:
The Fund will revise this disclosure to indicate that the Fund may invest in securities of issuers (including Investment Funds
and registered investment companies) with exposure to energy, agriculture, natural resources and other types
of physical assets.

Prospectus Summary –
Eligible Investors (pages 8-9)

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Page 3

 6. Comment: The second to last sentence of this section states
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”.

Response:
The Fund has revised its disclosure as follows:

“The Adviser
may from time to time impose stricter or less stringent eligibility requirements, although neither the Adviser nor the Fund will waive
the accredited investor requirement, except with respect to “knowledgeable employees” (as that term is defined in
Rule 3c-5 under the 1940 Act) of the Adviser or the Fund or as otherwise permitted by the SEC or its Staff.

Prospectus Summary –
Share Repurchases by the Fund (pages 9-11)

 7. Comment: In the second and third bullets on page 10, please
clarify that the Notice Date is the same as the Expiration Date.

Response:
The Fund has revised its disclosure in response to this comment as follows:

. . . a shareholder
who has tendered his/her/its Shares can revoke the request to tender the Shares upon written notice to the Fund received by the Notice
Date date specified in the terms of the repurchase offer, which generally will be the same as the Notice Date (“Expiration
Date”); and

 8. Comment: 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.

Response:
The Fund has revised its disclosure in response to this comment as follows:

The Fund reserves
the right to withhold up to 5% of the estimated Payment until after the completion of the annual audit of the Fund’s financial statements,
when it will be promptly paid so long as such withheld amount will be paid within two business days of the completion
of the audit. . .

 9. Comment: 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.

Response:
The Fund has revised its disclosure in response to this comment as follows:

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Page 4

. . . If this occurs,
a shareholder could wait as long as approximately 14 months, from the Notice Date, to receive the second payment installment. .
.

 10. Comment: The last sentence on page 10 states that the Fund
has the right to repurchase Shares of shareholders if the Fund determines that the repurchase is in the best interest of the Fund or upon
the occurrence of certain events specified in the Fund’s Agreement and Declaration of Trust. Please replace this sentence with a
statement that the Fund may repurchase Shares consistent with Rule 23c-2 under the Investment Company Act of 1940 (“1940 Act”).

Response:
The Fund respectfully notes that the referenced sentence indicates that any such repurchase would be “subject to applicable law.”
The Fund will revise its disclosure to indicate that any such repurchases will be made in accordance with Section 23(c) of the 1940 Act
and the rules thereunder. The Fund confirms that any repurchase of shares under these provisions would be conducted either: (i) pursuant
to Rule 23c-2 and not unfairly discriminate against a holder of the Fund’s securities; (ii) pursuant to Rules 23c-1(a) and/or Rule
23c-1(b) and the conditions thereunder; or (iii) pursuant to Rule 23c-1(c), in which case the Fund would file an application with the
SEC for an order under Section 23(c)(3) of the 1940 Act permitting the purchase of any security of which it is the issuer which does not
meet the conditions of Rule 23c-1 and which is not made pursuant to a repurchase offer.

Prospectus Summary –
Risk Factors (pages 15-25)

 11. Comment: The first risk factor on page 18 describes the risks
of “Other Asset-Backed Instruments”. Please disclose investment in such instruments 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, inverse floaters and pass-through securities.

Response:
The Fund respectfully submits that investments in Other Asset-Backed Instruments, including the types of investments referenced in the
risk factor, will not be a principal investment strategy of the Fund, and therefore the Fund has removed the risk factor cited in the
Staff’s comment from the principal risk factors listed in the Summary of Terms section and the Types of Investments and Related
Risks section of the Prospectus.

Summary of Fund Expenses
(pages 27-29)

 12. Comment: 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.

      September 27, 2023

Page 5

Response:
The Fund confirms that the expiry of the Expense Support Agreement will be at least one year from the effective date of the Fund’s
registration statement. In addition, the Fund has revised its disclosure in response to this comment as follows:

. . . The Adviser
may recoup waived fees, reimbursed expenses or directly paid expenses if (i) the waived fees, reimbursed expenses or directly paid expenses
have fallen to a level below the Expense Cap and (ii) the reimbursement amount does not raise the level of waived fees, reimbursed expenses
or directly paid expenses in the month the reimbursement is being made to a level that exceeds the Expense Cap applicable at that time.
This contractual arrangement will remain in effect at least until [●], 2025 unless the Fund’s Board of Trustees approves its
earlier termination.

Investment Objectives and
Strategies – Investment Opportunities and Strategies (pages 29 – 30)

 13. Comment: Please revise the heading of this sub-section to
insert the word “Principal” before “Strategies”. Also, please move disclosure of any non-principal investment
strategies to a separate section that is less prominent. See Instruction 1 to Item 8.4. of Form N-2.

Response:
The Fund acknowledges this comment and has revised its disclosure accordingly.

Investment Objectives and
Strategies – Portfolio Composition (page 31)

 14. Comment: The second to last sentence of this section states
that one or more subsidiary entities may be employed to earn such income and hold the related 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 “Subsidiary”). A primarily controlled entity is an entity that the Fund controls as defined 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. Comment: Disclose any of the Subsidiary’s principal
investment strategies or principal risks that constitute principal investment strategies or principal risks of the Fund.

Response:
The principal investment strategies and principal risks already disclosed in the Registration Statement appropriately reflect the aggregate
operations of the Fund and any

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Page 6

Subsidiary entity. The Fund respectfully
submits that no disclosure revision is necessary in response to this comment.

 b. Comment: Disclose that the Fund complies with the provisions
of the 1940 Act governing investment policies (Section 8) on an aggregate basis with the Subsidiary.

Response:
The Fund confirms that it will comply with the provisions of Section 8 of the 1940 Act governing investment policies on an aggregate basis
with any Subsidiary entity. The Fund respectfully submits that no disclosure revision is necessary in response to this comment.

 c. Comment: Disclose that the Fund complies with the provisions
of the 1940 Act governing capital structure and leverage (Section 18) on an aggregate basis with the Subsidiary so that the Fund treats
the entity’s debt as its own for purposes of Section 18.

Response:
The Fund confirms that it will comply with provisions of Section 18 of the 1940 Act governing capital structure and leverage on an aggregate
basis with any Subsidiary entity. The Fund respectfully submits that no disclosure revision is necessary in response to this comment.

 d. Comment: Disclose that each investment adviser to the Subsidiary
complies with the provisions of the 1940 Act relating to investment advisory contracts (Section 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.

Response:
The Fund acknowledges the Staff’s comments and notes that it does not expect that any Subsidiary entity will be party to an investment
advisory contract. Furthermore, the Fund’s Subsidiary entities will not be registered investment companies under the 1940 Act and
therefore will not be subject to the requirements of Section 15 thereof. The Fund respectfully submits that no disclosure revision is
necessary in response to this comment.

 e. Comment: Disclose that each Subsidiary complies with the provisions
relating to affiliated transactions and custody (Section 17). Identify the custodian of the entity.

Response:
The Fund respectfully submits that any Subsidiary entity will not be a registered investment company under the 1940 Act and therefore
is not required to comply with the requirements of the 1940 Act applicable to registered investment companies, including Section 17. However,
the Fund will apply the provisions relating to affiliated transactions and custody set forth in Section 17 of the 1940 Act and/or the
rules thereunder to each of

      September 27, 2023

Page 7

its Subsidiary entities. The Fund
respectfully submits that no disclosure revision is necessary in response to this comment.

 f. Comment: 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.

Response:
The Fund confirms 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. Comment: Explain to us whether the financial statements of
the Subsidiary will be consolidated with those of the Fund. If not, please explain why not.

Response:
The Fund acknowledges the Staff's comment and confirms that it will consolidate the financial statements of any wholly-owned Subsidiary
with the financial statements of the Fund.

 h. Comment: Confirm to us that any wholly-owned Subsidiary’s
management fee (including any performance fee), if any, will be included in the Management Fee line item of the Fund’s fee table
and the wholly-owned Subsidiary’s expenses will be included in the Other Expenses line item of the Fund’s fee table.

Response:
The Fund acknowledges the Staff's comment and confirms that it would include any wholly-owned Subsidiary’s (i) management fee in
the Management Fee line item of the Fund’s fee table and (ii) expenses 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. Comment: If investing in variable interest entities is a principal
risk of the Fund, please describe such risks here.

Response:
The Fund respectfully advi