Correspondence 0001580642-24-005670 from CAZ Strategic Opportunities Fund (CIK 0001984165)
CAZ Strategic Opportunities Fund (CIK 0001984165)
Date: Sept. 20, 2024 · CIK: 0001984165 · Accession: 0001580642-24-005670
AI Filing Summary & Sentiment
File numbers found in text: 333-273837, 811-23892
Letter
VIA EDGAR 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:
On behalf of CAZ Strategic Opportunities Fund (the “Fund”), this letter responds to the comments issued by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) provided in a phone call on September 6, 2024 among Matthew J. Carter and Claire J. Hinshaw of Dechert LLP, outside counsel to the Fund, and Anu Dubey of the Staff, in connection with the Staff’s review of the Post-Effective Amendment No. 2 to the registration statement on Form N-2 (the “Registration Statement”) for the Fund filed with the SEC on August 23, 2024.
For your convenience, the Staff’s comments are included in this letter, and each comment is followed by the responses of the Company. Capitalized terms have the meanings attributed to such terms in the Registration Statement.
PROSPECTUS
1. Comment: Please supplementally confirm that FINRA has reviewed the proposed distribution terms for the transactions described in the Registration Statement and that FINRA has issued a no objections letter for the filing.
Response: The Fund respectfully notes that the offering of its Shares to the public is not subject to a FINRA review because it is an exempt offering pursuant to FINRA Rule 5110(h)(2)(L).
2. Comment: The Staff notes that the disclosure is inconsistent throughout the Registration Statement regarding whether the Fund is a “newly organized” Fund.
September 20, 2024
Page 2
Response: The Fund has revised the disclosure to remove references to “newly organized.”
3. Comment: The Staff notes that Sector Risk is included as a principal risk for the Fund. If the Fund is currently heavily exposed to particular sectors, please disclose specific risks of those sectors as a principal risk of the Fund or explain why it is not appropriate to do so.
Response: The Fund respectfully notes that it has included disclosure regarding risks of investing in the infrastructure sector as a principal risk of the Fund. Although the Fund may be heavily exposed to other sectors as it deploys capital in the earlier stages of its investment operations, it does not expect to remain heavily exposed to such sectors. The Fund respectfully submits that it does not believe additional risk disclosure regarding specific sectors is necessary or appropriate at this time and undertakes to continue to evaluate the appropriateness of such disclosure in the future.
4. Comment: In the “Summary of Fees and Expenses” section, please correct the formatting of Footnote 6 to the fees and expenses table.
Response: The Fund has corrected the formatting.
5. Comment: In Footnote 6 to the fees and expenses table in the “Summary of Fees and Expenses” section, please move the disclosure regarding fee waivers for the share classes other than Class E and Class F out of the fees and expenses table given the fee waiver did not reduce operating expense for those share classes (see Instruction 3(e) to Item 3 of Form N-1A).
Response: The Fund has revised the disclosure accordingly.
6. Comment: In the “Financial Highlights” section, please hyperlink the Fund’s annual shareholder report.
Response: The Fund has revised the disclosure accordingly.
7. Comment: In the “Investment Objective and Principal Strategies” section, please disclose whether the Fund’s investment objective may be changed without a shareholder vote (see Item 8.2.a. of Form N-2).
Response: The Fund has revised the disclosure accordingly.
8. Comment: In the “Investment Objective and Principal Strategies—Portfolio Composition” section, please make the following revision to the relevant disclosure:
September 20, 2024
Page 3
“The Fund will comply with provisions of Section 8 and Section 18 of the 1940 Act governing capital structure and leverage on an aggregate basis with any Subsidiary.”
Response: The Fund has revised the disclosure accordingly.
9. Comment: In the “Fund Expenses—Organization and Offering Costs” section, please revise the sentence regarding recoupment to clarify that the ability to recoup does not apply to Class E or Class F expense reimbursements.
Response: The Fund has revised the disclosure as follows:
“The Adviser may recoup from the Fund any waived amount or reimbursed expenses with respect to the Fund, except for amounts waived or reimbursed pursuant to the Class E Expense Reimbursement and Class F Expense Reimbursement, pursuant to the Expense Support Agreement if such recoupment does not cause the Fund to exceed the current expense limit or the expense limit in place at the time of the waiver or reimbursement (whichever is lower) and the recoupment is made within three years after the end of the month in which the Adviser incurred the expense.”
10. Comment: In the “How to Buy Shares—Eligible Investors” section, please make the following revision:
“Class E Shares and Class F Shares are each offered through specific intermediaries and may have differentadditional eligibility requirements.”
Response: The Fund has revised the disclosure accordingly.
11. Comment: In the “Repurchases and Transfers of Shares—Repurchase of Shares” section, please qualify the below sentence to except out early repurchase fees.
“The Fund does not impose any charges in connection with repurchases of Shares.”
Response: The Fund has revised the disclosure as follows:
“The Fund does not impose any charges in connection with repurchases of Shares, except for, when applicable, the 2.00% early repurchase fee.”
September 20, 2024
Page 4
STATEMENT OF ADDITIONAL INFORMATION
12. Comment: In the “Financial Statements” section, please hyperlink the Fund’s annual shareholder report.
Response: The Fund has revised the disclosure accordingly.
PART C: OTHER INFORMATION
13. Comment: In the “Item 34. Undertakings” section, please insert the applicable undertaking language for undertaking 4(a) or explain why it is not applicable.
Response: The Fund has revised the disclosure accordingly.
14. Comment: In the “Item 34. Undertakings” section, please insert the applicable undertaking language for undertaking 6.
Response: The Fund has revised the disclosure accordingly.
* * *
Should you have any questions regarding this letter, please contact Matthew Carter at 202.261.3395 (or by e-mail at Matthew.Carter@dechert.com).
Sincerely,
/s/ Matthew J. Carter
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CORRESP
1
filename1.htm
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 20, 2024
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:
On behalf of CAZ Strategic Opportunities Fund
(the “Fund”), this letter responds to the comments issued by the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (“SEC”) provided in a phone call on September 6, 2024 among Matthew J. Carter and Claire J. Hinshaw of
Dechert LLP, outside counsel to the Fund, and Anu Dubey of the Staff, in connection with the Staff’s review of the Post-Effective
Amendment No. 2 to the registration statement on Form N-2 (the “Registration Statement”) for the Fund filed with the SEC on
August 23, 2024.
For your convenience, the Staff’s comments
are included in this letter, and each comment is followed by the responses of the Company. Capitalized terms have the meanings attributed
to such terms in the Registration Statement.
PROSPECTUS
1. Comment: Please supplementally confirm that FINRA has reviewed
the proposed distribution terms for the transactions described in the Registration Statement and that FINRA has issued a no objections
letter for the filing.
Response: The Fund respectfully notes that the offering of
its Shares to the public is not subject to a FINRA review because it is an exempt offering pursuant to
FINRA Rule 5110(h)(2)(L).
2. Comment: The Staff notes that the disclosure is inconsistent
throughout the Registration Statement regarding whether the Fund is a “newly organized” Fund.
September 20, 2024
Page 2
Response:
The Fund has revised the disclosure to remove references to “newly organized.”
3. Comment: The Staff notes that Sector Risk is included as a
principal risk for the Fund. If the Fund is currently heavily exposed to particular sectors, please disclose specific risks of those sectors
as a principal risk of the Fund or explain why it is not appropriate to do so.
Response:
The Fund respectfully notes that it has included disclosure regarding risks of investing in the infrastructure sector as a principal risk
of the Fund. Although the Fund may be heavily exposed to other sectors as it deploys capital in the earlier stages of its investment operations,
it does not expect to remain heavily exposed to such sectors. The Fund respectfully submits that it does not believe additional risk disclosure
regarding specific sectors is necessary or appropriate at this time and undertakes to continue to evaluate the appropriateness of such
disclosure in the future.
4. Comment: In the “Summary of Fees and Expenses”
section, please correct the formatting of Footnote 6 to the fees and expenses table.
Response:
The Fund has corrected the formatting.
5. Comment: In Footnote 6 to the fees and expenses table in the
“Summary of Fees and Expenses” section, please move the disclosure regarding fee waivers for the share classes
other than Class E and Class F out of the fees and expenses table given the fee waiver did not reduce operating expense for those share
classes (see Instruction 3(e) to Item 3 of Form N-1A).
Response:
The Fund has revised the disclosure accordingly.
6. Comment: In the “Financial Highlights”
section, please hyperlink the Fund’s annual shareholder report.
Response:
The Fund has revised the disclosure accordingly.
7. Comment: In the “Investment Objective and Principal
Strategies” section, please disclose whether the Fund’s investment objective may be changed without a shareholder
vote (see Item 8.2.a. of Form N-2).
Response:
The Fund has revised the disclosure accordingly.
8. Comment: In the “Investment Objective and Principal
Strategies—Portfolio Composition” section, please make the following revision to the relevant disclosure:
September 20, 2024
Page 3
“The Fund
will comply with provisions of Section 8 and Section 18 of the 1940 Act governing capital structure and leverage on an aggregate
basis with any Subsidiary.”
Response:
The Fund has revised the disclosure accordingly.
9. Comment: In the “Fund Expenses—Organization
and Offering Costs” section, please revise the sentence regarding recoupment to clarify that the ability to recoup does
not apply to Class E or Class F expense reimbursements.
Response:
The Fund has revised the disclosure as follows:
“The Adviser
may recoup from the Fund any waived amount or reimbursed expenses with respect to the Fund, except for amounts waived or reimbursed
pursuant to the Class E Expense Reimbursement and Class F Expense Reimbursement, pursuant to the Expense Support Agreement if such
recoupment does not cause the Fund to exceed the current expense limit or the expense limit in place at the time of the waiver or reimbursement
(whichever is lower) and the recoupment is made within three years after the end of the month in which the Adviser incurred the expense.”
10. Comment: In the “How to Buy Shares—Eligible
Investors” section, please make the following revision:
“Class E
Shares and Class F Shares are each offered through specific intermediaries and may have differentadditional eligibility
requirements.”
Response:
The Fund has revised the disclosure accordingly.
11. Comment: In the “Repurchases and Transfers of
Shares—Repurchase of Shares” section, please qualify the below sentence to except out early repurchase fees.
“The Fund
does not impose any charges in connection with repurchases of Shares.”
Response:
The Fund has revised the disclosure as follows:
“The Fund
does not impose any charges in connection with repurchases of Shares, except for, when applicable, the 2.00% early repurchase fee.”
September 20, 2024
Page 4
STATEMENT OF ADDITIONAL
INFORMATION
12. Comment: In the “Financial Statements”
section, please hyperlink the Fund’s annual shareholder report.
Response:
The Fund has revised the disclosure accordingly.
PART C: OTHER INFORMATION
13. Comment: In the “Item 34. Undertakings”
section, please insert the applicable undertaking language for undertaking 4(a) or explain why it is not applicable.
Response:
The Fund has revised the disclosure accordingly.
14. Comment: In the “Item 34. Undertakings”
section, please insert the applicable undertaking language for undertaking 6.
Response:
The Fund has revised the disclosure accordingly.
* * *
Should you have any questions regarding this
letter, please contact Matthew Carter at 202.261.3395 (or by e-mail at Matthew.Carter@dechert.com).
Sincerely,
/s/ Matthew J. Carter
Matthew J. Carter
cc: Christopher A. Zook, CAZ Investments LP
Isaiah Massey, CAZ Investments LP
Alexander Karampatsos, Dechert LLP
Thomas J. Friedmann, Dechert LLP