April 22, 2021
BY EMAIL
John P. Falco, Esq.
Troutman Pepper Hamilton Sanders LLP
3000 Two Logan Square, Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103-2799
Re: The Herzfeld Caribbean Basin Fund, Inc.
Registration Statement on Form N-2
Filing No.: 333-255265
Dear Mr. Falco:
The staff has reviewed the above-referenced initial registration
statement, which the
Commission received on April 15, 2021. 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. Going forward, please provide a cover letter introducing the filing and
providing
specifics concerning the reason for making the filing.
b. Several pages of the prospectus contain blanks for missing disclosure,
such as the fee
table. Please insure that all missing information is included in a
pre-effective
amendment.
c. Many of the comments below address disclosure related to the Fund s
recent adoption of
a Self-Tender Policy. In addition to these comments, please review the
Guides to Form
N-2 particularly Guide 2, which provides extensive guidance on
repurchase policy
disclosures - and ensure that the Fund s disclosure is comprehensive
with respect to these
policies.
d. Please confirm that the Fund intends to rely on section 23(c)(2) of the
1940 Act and rule
13e-4 under the 34 Act in connection with any tender offers. Also,
clarify whether the
Fund in addition intends to conduct a repurchase program according to
rule 23c-3 under
the 1940 Act.
John P. Falco, Esq.
Troutman Pepper Hamilton Sanders LLP
April 22, 2021
Page 2 of 5
2. Cover Page
a. Please explain why the fund ticker symbol CUBA is not misleading
given that the
Fund s portfolio more broadly includes equity and equity-linked
securities of Caribbean
Basin Companies and does not have any direct investments in Cuban
companies.
b. Please add brief risk summaries covering risks associated with the Fund
s employment of
leverage. Also, cross-reference sections of the prospectus that discuss
the Fund s share
repurchase policies and the attendant risks.
c. Rule 498(b)(1)(vii) requires specified legends which the registrant
attempts to summarize
on the cover page. Please instead provide the specific legends required
by the rule and
reiterated in Item 1.1.l. of Form N-2 and provide all required
information. Please note
that if relying on the rule before January 1, 2022, the registrant is
required to provide two
years of notice to shareholders before relying on the rule. As such, if
the registrant
intends to so rely on the rule please confirm that this disclosure has
been provided to
shareholders.
d. Per Item 2.3., provide the legend concerning dealer prospectus delivery
obligations on the
back cover or explain why it is not needed.
3. Prospectus Summary
a. In the second paragraph of this section, please update the periodic
reports available for
shareholder reference to include the most recent Semi-Annual Report.
b. Investment Focus. The third paragraph of this subsection discusses
investments in Cuban
securities and in Cuba directly. Given that the Fund has no current
investments in Cuba,
please make this disclosure less prominent by shortening the discussion
and moving
much of the disclosure to the investment objective and policies section
beginning on page
12.
c. Summary Risk Factors and Special Considerations. Please add summary risk
disclosure
related to the Fund s Self-Tender Policy and other share repurchase
programs. Also,
include fuller discussions of such risks in the non-summary section
containing the Fund s
risk disclosures beginning on page 18. Include the potential tax
consequences of share
repurchases and related portfolio security sales to investors and to the
Fund. Please also
discuss the effect that share repurchase offers and related financings
might have on
expense ratios and on portfolio turnover. See Guidelines to Form N-2,
Guide 2.
d. Please provide total dollar custodian and transfer agent annual fees or
the method for
calculating such fees.
John P. Falco, Esq.
Troutman Pepper Hamilton Sanders LLP
April 22, 2021
Page 3 of 5
4. Financial Highlights
Please provide the financial highlight information required by Item 4 of
Form N-2.
5. Proxy Voting Policies and Procedures
Please include a reference in the prospectus to the Fund s and the
Adviser s appended
proxy voting policies and procedures.
6. Share Repurchase and Tender Offers
a. (p. 36) With respect to tender offers, disclose when the purchase price
will be
determined. The prospectus should also disclose that: (1) when a tender
offer is made,
notice will be provided describing the terms of the tender offer; and (2)
the notice will
contain information shareholders should consider in deciding whether or
not to
participate in the tender offer (including the existence and amount of
any repurchase fee
that may be charged) and detailed instructions on how to tender shares.
See Guide 2 to
Form N-2.
b. (p. 36) The registrant states that the Fund may incur debt to finance
repurchases and
tenders. Please address this fact and more fully develop the discussion
of this financing
mechanism in the principal risks discussion earlier in the prospectus.
c. (p. 37) The Fund states that the Self-Tender Policy was suspended by the
Board due to
the impacts of the COVID-19 pandemic on the Fund s share price and
securities markets
generally. Please disclose the factors that would preclude a share
repurchase in the
future.
d. Please discuss the other fiduciary factors and board considerations
outlined in Guide 2 to
Form N-2 concerning share repurchases.
7. Plan of Distribution (p.43)
The Fund states [u]nder agreements that we may enter, underwriters,
dealers and agents
who participate in the distribution of shares of our securities may be
entitled to
indemnification by us against certain liabilities, including liabilities
under the Securities
Act, or contribution with respect to payments that the agents or
underwriters may make
with respect to these liabilities. The Fund states that the
prospectus supplement will
describe the terms of such indemnification. The current form of
prospectus supplement
does not contain such description. Please confirm that the prospectus
supplement will
address this indemnification issue in accord with Item 5.4. of Form N-2.
John P. Falco, Esq.
Troutman Pepper Hamilton Sanders LLP
April 22, 2021
Page 4 of 5
8. Fundamental Policies
Please redraft the disclosure concerning the Fund s investment
policies, making clear
through headings and narrative which of the Fund s policies are
fundamental. Confirm
that all the information is provided as required by Item 8.2.C. and
given that the Fund
has chosen not to include an SAI with the registration statement
Item 17.2.a-i of Form
N-2.
9. Incorporation By Reference
Please provide hyperlinks for all documents filed on EDGAR that are
incorporated by
reference on page 52 in accordance with rule 411 under the Securities
Act and rule 0-4
under the Investment Company Act.
10. Part C
Please hyperlink to a finalized certificate of common stock rather than
the form of
specimen certificate of common stock currently linked as part of the
exhibits required per
Item 25.2.d.
We remind you that the registrant and its management are responsible for
the accuracy
and adequacy of their disclosure, notwithstanding any review, comments,
action or
absence of action by the staff.
Responses to these comments should be made in a letter to me filed
over the EDGAR
system and in pre-effective amendments 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 statements and any additional amendments to them.
John P. Falco, Esq.
Troutman Pepper Hamilton Sanders LLP
April 22, 2021
Page 5 of 5
If you have any questions, please call me at (202) 551-6929.
Additionally, copies of
documents or letters filed on EDGAR may be emailed to me at zapataa@sec.gov.
Sincerely,
/s/
Alberto H. Zapata
Senior Counsel
Disclosure Review and
Accounting Office
cc: Andrea Ottomanelli Magovern, Assistant Director
Sumeera Younis, Branch Chief