Correspondence 0001104659-24-045232 from Eagle Point Institutional Income Fund (EIIA)
Eagle Point Institutional Income Fund
Date: April 9, 2024 · CIK: 0001896036 · Accession: 0001104659-24-045232
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CORRESP
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filename1.htm
1900
K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
April 9, 2024
Alexander C. Karampatsos
alexander.karampatsos@dechert.com
+1 202 261 3402 Direct
+1 617 275 8365 Fax
VIA
EDGAR
Mr. Trace Rakestraw
U.S. Securities and Exchange Commission
Office of Filings and Information Services
Branch of Registrations and Examinations
Mail Stop 0-25
100 F Street, NE
Washington, D.C. 20549
Re: Eagle Point Enhanced Income Trust, et al.,
File No. 812-15553
Dear Mr. Rakestraw,
We are writing in response to comments issued
by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) provided in a phone call on
March 14, 2024 to Alexander C. Karampatsos of Dechert LLP with respect to an application pursuant to Section 6(c) of the
Investment Company Act of 1940, as amended (the “1940 Act”) for an order of exemption from the provisions of Sections 18(a)(2),
18(c) and 18(i) thereunder, pursuant to Sections 6(c) and 23(c) of the 1940 Act for an order granting certain exemptions
from Rule 23c-3 thereunder and pursuant to Section 17(d) of the 1940 Act and Rule 17d-1 thereunder for an order permitting
certain arrangements, filed with the SEC on March 4, 2024 (the “Application”) on behalf of Eagle Point Enhanced Income
Trust, Eagle Point Institutional Income Fund, Eagle Point Credit Management LLC and Eagle Point Enhanced Income Management LLC (collectively,
the “Applicants”). On behalf of the Applicants, we have reproduced your comments below and provided the Applicants’
responses immediately thereafter. Capitalized terms have the meanings attributed to such terms in the Application.
Comment
1: The
Staff notes that the Application includes the expected share classes to be offered by Eagle
Point Enhanced Income Trust but not for Eagle Point Institutional Income Fund. Please identify
the share classes expected to be offered for Eagle Point Institutional Income Fund or explain
why such share classes are not included.
Response
1: The
Applicants note that while Eagle Point Institutional Income Fund intends to offer additional
classes of shares in the future, the expected name and number of share classes are not yet
known.
Comment
2: Please
revise the language in the “Initial Funds—Statement of Facts”
section as follows:
“If the relief requested herein
is granted, EPEIT intends to offer Class AA, Class A, Class C and Class I Shares pursuant to a continuous public
offering and EPIIF may offer additional classes of shares as discussed above pursuant to a continuous public offering.”
Mr. Rakestraw
April 9, 2024
Page 2
Response
2: The
Applicants have revised the Application accordingly.
Comment
3: Please
cite to the precedent exemptive order for Cantor Fitzgerald Sustainable Infrastructure Fund,
et al. in the Application.
Response
3: The
Applicants have revised the Application accordingly.
Comment
4: Please
revise the definition of “Advisers” in the “The Proposal”
section to refer to each of Eagle Point Credit Management LLC and Eagle Point Enhanced Income
Management LLC as an “Adviser” and together, the “Advisers”.
Response
4: The
Applicants have revised the Application accordingly.
These
changes will be reflected in the amended and restated Application (the “Amendment”), to be filed via EDGAR, along with a
.pdf file of the Amendment marked to indicate all changes. Should you have any questions regarding this letter, please contact Alexander
C. Karampatsos at 202.261.3402 (or by e-mail at Alexander.Karampatsos@dechert.com).
Sincerely,
/s/
Alexander C. Karampatsos
Alexander C. Karampatsos
cc:
Nauman S. Malik, Eagle Point Credit Management LLC
Joshua M. Katz, Eagle Point Credit Management LLC
Philip Hinkle, Dechert LLP