Correspondence 0001104659-25-011603 from Eagle Point Defensive Income Trust (CIK 0002013536)
Eagle Point Defensive Income Trust (CIK 0002013536)
Date: Feb. 11, 2025 · CIK: 0002013536 · Accession: 0001104659-25-011603
AI Filing Summary & Sentiment
File numbers found in text: 333-281462, 811-23994
Letter
VIA EDGAR Division of Investment Management Washington, D.C. Re: Eagle Point Defensive Income Trust Registration Statement on Form N-2 File Nos. 333-281462 and 811-23994
Dear Ms. Larkin:
This letter responds to comments that you conveyed in a telephonic discussion with Alexander C. Karampatsos and Katherine T. Hurley on December 3, 2024 with respect to Pre-Effective Amendment No. 1 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 November 6, 2024 on behalf of Eagle Point Defensive 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. 2 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.
1. Comment: With respect to the Fund’s response to Comment 10 filed in prior correspondence, please either (i) provide the Staff with a copy of the credit agreement between the Fund and City National Bank (the “Credit Agreement”) or (ii) represent in correspondence that all material provisions of the Credit Agreement are accurately disclosed in the Registration Statement.
Response: The Fund provided the Staff with a copy of the Credit Agreement.
2. Comment: In the “REPURCHASES OF SHARES” section of the prospectus, please delete the duplicative disclosure appearing under the “No Right of Redemption” sub-heading.
Response: The Fund has revised the disclosure accordingly.
Ms. Larkin
February 11, 2025
Page 2
3. Comment: With respect to Item 31 of Part C, please include a hyperlink to the Adviser’s Form ADV.
Response: The Fund acknowledges the Staff's comment and notes that the hyperlink to the Adviser's Form ADV cannot be incorporated into the Registration Statement due to coding limitations for EDGAR filings. The Fund has removed the underline below "Form ADV" to avoid any potential confusion.
We believe that the foregoing has been responsive to the Staff’s comments. Please call the undersigned at (202) 261-3402 if you wish to discuss this correspondence further.
Sincerely,
/s/ Alexander C. Karampatsos
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CORRESP
1
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
February 11, 2025
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 Defensive Income Trust
Registration Statement on Form N-2
File Nos. 333-281462 and 811-23994
Dear Ms. Larkin:
This letter responds to comments that you conveyed
in a telephonic discussion with Alexander C. Karampatsos and Katherine T. Hurley on December 3, 2024 with respect to Pre-Effective
Amendment No. 1 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 November 6, 2024 on behalf of Eagle Point Defensive
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. 2 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.
1. Comment: With respect to the Fund’s response to Comment 10 filed in prior correspondence,
please either (i) provide the Staff with a copy of the credit agreement between the Fund and City National Bank (the “Credit
Agreement”) or (ii) represent in correspondence that all material provisions of the Credit Agreement are accurately disclosed
in the Registration Statement.
Response: The Fund provided the Staff with a copy of the Credit Agreement.
2. Comment: In the “REPURCHASES OF SHARES” section of the prospectus, please
delete the duplicative disclosure appearing under the “No Right of Redemption” sub-heading.
Response: The
Fund has revised the disclosure accordingly.
Ms. Larkin
February 11, 2025
Page 2
3. Comment: With respect to Item 31 of Part C, please include a hyperlink to the Adviser’s
Form ADV.
Response: The Fund acknowledges the Staff's comment and notes that the hyperlink to the Adviser's Form ADV cannot be incorporated into the Registration
Statement due to coding limitations for EDGAR filings. The Fund has removed the underline below "Form ADV" to avoid any potential confusion.
We believe that the foregoing has been responsive
to the Staff’s comments. 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 Hinkle, Dechert LLP