Correspondence 0001104659-24-067686 from Eagle Point Enhanced Income Trust (CIK 0001992148)
Eagle Point Enhanced Income Trust (CIK 0001992148)
Date: June 3, 2024 · CIK: 0001992148 · Accession: 0001104659-24-067686
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File numbers found in text: 333-274966, 811-23909
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CORRESP
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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
June 3, 2024
VIA
EDGAR
Mr. Ryan Sutcliffe
Ms. Lisa 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 Mr. Sutcliffe and Ms. Larkin:
This letter responds to comments that you conveyed
in a telephonic discussion with Alexander C. Karampatsos on May 31, 2024 with respect to Pre-Effective Amendment No. 3 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 May 29, 2024 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.
The Fund undertakes to file a post-effective amendment
to the Registration Statement (the “Post-Effective Amendment”), which will reflect 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.
1. Comment: Please revise the disclosure under the “Expense Limitation and Reimbursement
Agreement” section to reflect that the Fund may recoup any waived or reimbursed expenses so long as the recoupment does not cause
the Fund to exceed the current expense cap or the expense cap in place at the time of the waiver or reimbursement, whichever is lower.
Response: The
Fund undertakes to revise the disclosure as follows in the Post-Effective Amendment (new disclosure underlined):
“Any Expense Limitation Payment
or waiver is subject to Reimbursement by the Fund for three years after the date on which such Expense Limitation Payment or waiver was
made. Reimbursement can only be made if the Fund is able to make the Expense Limitation Payment Reimbursement
without exceeding the Expense Cap at the time of such Reimbursement or the Expense Cap in place at the time of the Expense Limitation
Payment or waiver (whichever is lower).”
Ms. Larkin
June 3, 2024
Page 2
2. Comment: Please file the revised Expense Limitation and Reimbursement Agreement, reflecting
the revisions requested in Comment 1, as an exhibit to the Post-Effective Amendment.
Response: The
Fund undertakes to file the revised Expense Limitation and Reimbursement Agreement as an exhibit to the Post-Effective Amendment.
* * *
We believe that the foregoing has been responsive
to the Staff’s comment. Please call the undersigned at (202) 261-3402 if you wish to discuss this correspondence further.
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 T. Hinkle, Dechert LLP
Jonathan H. Gaines, Dechert LLP