Correspondence 0001104659-23-129573 from Eagle Point Enhanced Income Trust (CIK 0001992148)
Eagle Point Enhanced Income Trust (CIK 0001992148)
Date: Dec. 27, 2023 · CIK: 0001992148 · Accession: 0001104659-23-129573
AI Filing Summary & Sentiment
File numbers found in text: 333-274966, 811-23909
Referenced dates: November 9, 2023
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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
Alexander C. Karampatsos
alexander.karampatsos@dechert.com
+1 202 261 3402 Direct
+1 617 275 8365 Fax
December 27, 2023
VIA EDGAR
Ms. Lisa N. Larkin
U.S. Securities
and Exchange Commission
Division of
Investment Management
100 F Street,
NE
Washington,
D.C. 20549
Re: Eagle Point Enhanced Income Trust
Registration Statement on Form N-2
File Nos. 333-274966 and 811-23909
Dear Ms. Larkin:
This letter responds to comments
that you conveyed in a letter dated November 9, 2023 with respect to the registration statement filed on Form N-2 (the “Registration
Statement”) under the Securities Act of 1933, as amended (“Securities Act”), and the Investment Company Act of 1940,
as amended (the “1940 Act”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 13,
2023 on behalf of Eagle Point Enhanced Income Trust (the “Fund”). The Fund has considered your comments and has authorized
us to make the responses and changes discussed below to the Registration Statement on its behalf. Capitalized terms have the meanings
attributed to such terms in the Registration Statement.
Concurrently with this letter,
the Fund is filing Pre-Effective Amendment No. 1 to its Registration Statement, which reflects the disclosure changes discussed below.
On behalf of the Fund, set forth
below are the comments of the SEC staff (“Staff”) along with our responses to or any supplemental explanations of such comments,
as requested.
Prospectus
1. Comment: Please tell us if you have presented any test-the-waters materials to potential
investors in connection with this offering. If so, we may have additional comments.
Response: The
Fund confirms that it has not presented any test the waters materials to potential investors in connection with this offering.
2. Comment: Cover Page. Please review Form N-2 Item 2(2) and 2(3) and, if applicable,
include the disclosure required by rule 481(d) and (e) of the Securities Act regarding stabilization efforts and prospectus delivery obligations,
respectively.
Response:
The Fund respectfully notes that this disclosure is not applicable.
Ms. Larkin
December 27, 2023
Page 2
3. Comment: Cover Page. In the fifth bullet point, please replace, “Our distributions
may be funded” with, “The Fund may pay distributions in significant part from sources that may not be available in the future
and that are unrelated to the Fund’s performance, such as . . . .”
Response:
The Fund has revised the disclosure accordingly.
4. Comment: Cover Page. Please add the following bullet points:
· The amount of distributions that the Fund may pay, if any, is uncertain.
· An investor will pay a sales load of up to [_]% and offering expenses of up to [_]% on the amounts it
invests. If you pay the maximum aggregate [__]% for sales load and offering expenses, you must experience a total return on your net investment
of [__]% in order to recover these expenses.
Response:
The Fund has revised the disclosure accordingly.
5. Comment: Portfolio Debt Securities. Disclosure states that the Fund will invest
in “unregistered private funds.” Please tell us how much the Fund will invest in hedge funds and/or private equity funds (including
collateralized fund obligations (CFOs), if relevant) that rely on section 3(c)(1) or 3(c)(7) of the 1940 Act. If the Fund will invest
more than 15% of its net assets in hedge funds and private equity funds that rely on sections 3(c)(1) or 3(c)(7), please note that registered
closed-end funds that invest more than 15% of their net assets in such hedge funds or private equity funds should impose a minimum initial
investment requirement of at least $25,000 and restrict sales to investors that, at a minimum, satisfy the accredited investor standard.
We may have additional comments after reviewing your response.
Response:
The Fund acknowledges the comment. The Fund notes that the disclosure regarding the Fund’s limitation on investments in such
private funds is included under “BUSINESS – Investment Objectives, Strategies, and Policies - Non-Fundamental Investment
Restriction.” The Fund has revised the disclosure in response to this comment to include CFOs.
6. Comment: Portfolio Debt Securities. Disclosure states that the Fund will invest
in “similar investment vehicles and companies, and sponsors of such vehicles.” Please specify what such vehicles and companies
are.
Response:
The Fund has revised the disclosure accordingly.
7. Comment: Strategic Credit. Disclosure states that the Fund will invest in “other
credit instruments.” Please specify what such instruments are.
Response:
The Fund has revised the disclosure accordingly.
Ms. Larkin
December 27, 2023
Page 3
8. Comment: Our Structure and Initial Portfolio Contribution Transaction. Disclosure
refers to the reorganization of a predecessor fund with and into the Fund. Please provide additional information related to the reorganization,
including (i) whether the predecessor fund and the Fund are affiliates, and (ii) whether any exemptive relief is required in order to
effect the reorganization.
Response:
The Fund notes that the predecessor fund and the Fund were affiliates prior to the predecessor fund’s reorganization with and
into the Fund. The Fund further notes that the reorganization occurred prior to the Fund’s registration under the 1940 Act and no
exemptive relief is required.
9. Comment: Financing Strategy. In the first paragraph, disclosure refers
to the possibility that the Fund will issue preferred shares. Please confirm that the Fund will not issue preferred shares within one
year. Otherwise, please add appropriate strategy, risk, and fee table (e.g., dividend expenses).
Response:
The Fund intends to issue preferred shares within one year of the commencement of operations; however, the Fund does not intend to
issue any such preferred shares under the Registration Statement. The Fund has revised the disclosure accordingly.
10. Comment: Repurchase Risks. Disclosure states, “Shareholders that
elect to tender any Shares for repurchase will not know the price at which such Shares will be repurchased until the Fund’s NAV
as of the Valuation Date is able to be determined, which determination is expected to be able to be made in the month following that of
the Valuation Date.” The tender offer rules require that a specified amount of cash per share to be paid, the total number of shares
to be purchased, and the total amount of funds required to purchase the maximum amount of shares being sought must all be stated at commencement
of an offer. See Item 4 of Rule 14d-100 (Schedule TO), incorporating Item 1004(a)(1)(i) and (ii) of Regulation M-A, and Item 7
of Rule 14d-100 (Schedule TO), incorporating Item 1007(a) of Regulation M-A. Please delete this disclosure or revise it. Please also delete
or revise similar disclosure that appears elsewhere in the registration statement, e.g., page 74 in the section titled, “Repurchase
Risks.”
Response:
The Fund respectfully disagrees with the Staff’s comment and its analysis of the tender offer rules. For business reasons, the
Fund now intends to operate as an interval fund, and the Fund’s repurchases will comply with Rule 23c-3 under the 1940 Act. The
Fund has revised its disclosure in accordance with this change.
11. Comment: Repurchases of Shares by the Fund. In the third paragraph, disclosure
states that the Fund has the right to repurchase a shareholder’s Shares if the Fund determines that the repurchase is in the best
interest of the Fund. Please clarify, as you do in the Statement of Additional Information, that repurchases are subject to the requirements
of the 1940 Act, including rule 23c-2 of the 1940 Act.
Response: The Fund
has revised the disclosure accordingly.
Ms. Larkin
December 27, 2023
Page 4
12. Comment: Senior Securities. Please confirm that the Fund will add disclosure regarding
the effects of leverage, in accordance with the instructions to Item 8.3.b. of Form N-2.
Response: The
Fund has revised the disclosure accordingly.
13. Comment: Investment Objectives, Strategies, and Policies. Please state whether
the Fund’s investment objectives may be changed without a vote of the holders of a majority of voting securities. See Item
8.2.a. of Form N-2.
Response:
The Fund has revised its disclosures to clarify that the Fund’s investment objectives and investment policies and strategies
described in the Fund’s Prospectus, except for the eight investment restrictions designated as fundamental policies, are not fundamental
and may be changed by the board of trustees without shareholder approval.
14. Comment: Investment Objectives, Strategies, and Policies. Please describe policies,
including fundamental policies, that cannot be changed without a shareholder vote. See Item 8.2.a. of Form N-2.
Response:
A description of the Fund’s fundamental policies (which are its only policies that cannot be changed without a shareholder vote)
is included in the Fund’s Statement of Additional Information under “INVESTMENT OBJECTIVE AND POLICIES – Fundamental
Policies”. The Fund copied this disclosure to the Prospectus in response to this comment.
15. Comment: Related Historical Performance. Please revise the heading to state, “Historical
Performance Data of the Adviser.”
Response:
The Fund has revised the disclosure accordingly.
16. Comment: Related Historical Performance. Disclosure states that the Adviser is
a subsidiary of Eagle Point Credit Management, the investment adviser to funds and accounts that have investment objectives, policies
and strategies substantially similar to those of the Fund, including Eagle Point Core Income Fund and Eagle Point Enhanced Income Fund.
Please tell us whether the Adviser and Eagle Point Credit Management are affiliates. If yes, please tell us whether the Adviser and Eagle
Point Credit Management have in common virtually all of their investment professionals. See GE Funds (pub. avail. Feb. 7, 1997).
Response:
The Fund confirms that the Adviser and Eagle Point Credit Management are affiliates and have in common virtually all of their investment
professionals.
Ms. Larkin
December 27, 2023
Page 5
17. Comment: Related Historical Performance. The Fund’s use of partial
accounts, also known as “sleeves,” in this prior performance presentation may be materially misleading. For example,
Portfolio Debt Securities, which is a sleeve, may have been managed differently than the full account, thus potentially causing
investor confusion about the relevance of such sleeve’s performance. Please delete all references to sleeves and the
accompanying performance information, or explain how the disclosure
of partial account performance is consistent with existing staff positions (e.g., Nicholas-Applegate Mutual Funds (pub. avail. Aug. 6,
1996).
Response:
The Fund respectfully notes that the performance included in the “Related Historical Performance” section of the Fund’s
prospectus does not reflect partial accounts. The reference to “sleeves” relates to accounts that follow the same strategy
as sleeves of the Fund’s investment strategy. The Fund’s investment strategy is made up of four investment strategy sleeves:
(i) Portfolio Debt Securities; (ii) Strategic Credit; (iii) CLO Equity; and (iv) CLO Debt, each as described in the Registration Statement.
The Fund is showing composites of all funds and accounts that pursue each of these applicable strategies. For the avoidance of doubt,
these composites do not include partial accounts. The Fund has clarified its disclosure in response to this comment.
18. Comment: Related Historical Performance. In this section, please change “EP
Accounts” to “EP Enhanced Income Accounts.”
Response:
The Fund respectfully notes that “EP Enhanced Income Accounts” are a subset of “EP Accounts”. For this reason,
the Fund respectfully declines to make any changes in response to this comment.
19. Comment: Related Historical Performance. The table must be presented either (1)
net of all actual fees/expenses, including sales loads relating to the accounts, or (2) adjusted to reflect all of the Fund’s expenses
listed in the Fund’s fee table, including sales load. Performance figures are not required to be presented net of custodial fees,
if any. See Investment Company Institute (pub. avail. Aug. 24, 1987). If custodial fees are not deducted, the Fund should disclose
that prior performance is shown net of all fees/expenses except for custodial fees. If the actual fees/expenses of the accounts are lower
than the Fund’s fees/expenses, disclosure should state that the use of the Fund’s expense structure would have lowered the
performance results. Please revise accordingly.
Response:
The Fund respectfully notes that the table is presented net of all fees and expenses applicable to the EP Accounts. The Fund respectfully
notes that the requested disclosure was included in the Fund’s prospectus in bold (reproduced below in bold). For this reason, no
changes were made in response to this comment.
The table presents
returns for EP Accounts net of all fees applicable to the EP Accounts, which do not reflect the deduction of any sales load or the fees
and expenses specific to the Fund (such as the Fund’s organizational and offering expenses). If the performance for the EP Accounts
had been adjusted to reflect the fees and expenses and maximum sales load applicable to the Fund, returns would have been lower than those
shown.
Ms. Larkin
December 27, 2023
Page 6
20. Comment: Related Historical Performance. Please tell us supplementally why the
differences identified in the fifth paragraph do not change the conclusion that the accounts and the Fund are substantially similar.
Response:
The Fund notes that the Fund and the EP Accounts are dynamically managed and their allocations to various asset classes and securities
and their utilization of leverage will change as market conditions warrant. The Fund confirms that such dynamic allocations and utilization
of leverage are consistent with the Fund’s investment strategy and the requirements imposed by the 1940 Act. Furthermore, the investment
objectives, policies and strategies of the EP Accounts are substantially similar to the Fund’s strategy and/or its applicable investment
strategy sleeves. The Fund will also likely invest in many of the same securities as the EP Accounts, in reliance upon available co-investment
relief and no-action guidance from the SEC Staff1, which
will lead to substantial portfolio overlap. The Fund notes that the Fund’s direct leverage is generally expected to be higher than
the EP Accounts but remain within required limits per the 1940 Act. The Fund also believes that the performance data provided under this
section of the Prospectus is beneficial to investors and provides a helpful comparison for their review of the Fund.
21. Comment: Related Historical Performance. Please confirm that the composite performance
deducts the highest fee charged to any account during t