November 9, 2023

VIA E-MAIL

Alexander C. Karampatsos
Dechert LLP
1900 K Street, NW
Washington, DC 20006-1110
alexander.karampatsos@dechert.com

       Re: Eagle Point Enhanced Income Trust, File No. 333-274966

Dear Mr. Karampatsos:

        On October 13, 2023, you filed a registration statement on Form N-2 on
behalf of Eagle
Point Enhanced Income Trust (the    Fund   ) under the Securities Act of 1933 (
  Securities Act   )
and the Investment Company Act of 1940 (   1940 Act   ). We have reviewed the
registration
statement and have provided our comments below. Where a comment is made in one
location, it
is applicable to all similar disclosure appearing elsewhere in the registration
statement. All
capitalized terms not otherwise defined herein have the meaning given to them
in the registration
statement.

                                            Prospectus

1. 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.

Cover Page     Page 2

2. 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.

Cover Page     Page 3

3. 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 . . . .
 4. Please add the following bullet points:

   x   The amount of distributions that the Fund may pay, if any, is uncertain.

   x   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.

Page 5     Portfolio Debt Securities

5. 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.

6. 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.

Page 6     Strategic Credit

7. Disclosure states that the Fund will invest in    other credit instruments.
  Please specify what
   such instruments are.

Page 7     Our Structure and Initial Portfolio Contribution Transaction

8. 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.

Page 9     Financing Strategy

9. 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).

Page 17     Repurchase Risks

10. 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

                                                  2
    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.

Page 24     Repurchases of Shares by the Fund

11. 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
bests 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.

Page 28     Senior Securities

12. 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.

Page 29     Investment Objectives, Strategies, and Policies

13. 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.

14. Please describe policies, including fundamental policies, that cannot be
changed without a
    shareholder vote. See Item 8.2.a. of Form N-2.

Page 33     Related Historical Performance

15. Please revise the heading to state,    Historical Performance Data of the
Adviser.

16. 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 of their investment
professionals. See GE
    Funds (pub. avail. Feb. 7, 1997).

17. 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


                                                 3
    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).

18. In this section, please change    EP Accounts    to    EP Enhanced Income
Accounts.

19. 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.

20. 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.

Page 34     Related Historical Performance

21. Please confirm that the composite performance deducts the highest fee
charged to any
    account during the performance period.

22. The prior performance must present the average annual total return for 1,
5, and 10 years of
    operation or since date of inception if less than 10 years. Performance may
be presented in
    other formats if it is accompanied by the average annual total return for
1, 5 and 10 years.
    For example, the Fund may also show the average annual total return for 3
years. Please
    revise accordingly.

23. Please represent supplementally that the Fund has the records necessary to
support the
    calculation of the performance as required by rule 204-2(a)(16) under the
Investment
    Advisers Act of 1940.

Page 49     We are subject to risks associated with our wholly-owned
subsidiaries.

24. Disclosure states that the Fund may invest indirectly through wholly-owned
subsidiaries (a
       Subsidiary   ). Please respond to the following comments:
   x   Disclose any of the Subsidiary   s principal investment strategies or
principal risks that
       constitute principal investment strategies or principal risks of the
Fund.
   x   Disclose that the Fund complies with the provisions of the 1940 Act
governing
       investment policies (section 8) on an aggregate basis with the
Subsidiary.
   x   Disclose that the Fund complies with the provisions of the 1940 Act
governing capital
       structure and leverage (section 18) on an aggregate basis with the
Subsidiary so that the
       Fund treats the entity   s debt as its own for purposes of section 18.



                                                 4
     x    Disclose that each investment adviser to the Subsidiary complies with
the provisions of
         the 1940 Act relating to investment advisory contracts (section 15) as
an investment
         adviser to the Fund under section 2(a)(20) of the 1940 Act. Also file
the investment
         advisory agreement between the Subsidiary and its investment adviser
as an exhibit to the
         registration statement. See Item 25.2.k. of Form N-2.
    x    Disclose that each Subsidiary complies with the provisions relating to
affiliated
         transactions and custody (section 17). Identify the custodian of the
entity.
    x    Confirm to us that (a) if a Subsidiary is not organized in the U.S.,
the entity and its board
         of directors will agree to designate an agent for service of process
in the U.S.; and (b) a
         Subsidiary and its board of directors will agree to inspection by the
staff of the
         Subsidiary   s books and records, which will be maintained in
accordance with section 31
         of the 1940 Act.
    x    Explain to us whether the financial statements of the Subsidiary will
be consolidated with
         those of the Fund. If not, please explain why not.
    x    Confirm in correspondence that the Subsidiary and its board of
directors will agree to
         inspection by the staff of the Subsidiary   s books and records, which
will be maintained in
         accordance with Section 31 of the Investment Company Act and the rules
thereunder.
    x    Confirm to us that any wholly-owned Subsidiary   s management fee
(including any
         performance fee), if any, will be included in the management fee line
item of the Fund   s
         fee table and the wholly-owned Subsidiary   s expenses will be
included in the other
         expenses line item of the Fund   s fee table.
    x    Disclose that the Fund does not intend to create or acquire primary
control of any entity
         that primarily engages in investment activities in securities or other
assets, other than
         entities wholly-owned by the Fund.1

Page 77     Incentive Fee

25. Disclosure states,    Pre-Incentive Fee Net Investment Income includes, in
the case of
    investments with a deferred interest feature (such as OID, debt instruments
payment-in-kind
    (   PIK   ) interest and zero-coupon securities), accrued income that we
have not yet received in
    cash.    Please add disclosure in the strategies section regarding
investments in PIK and OID




1
  A primarily controlled entity is an entity that the Fund controls as defined
in section 2(a)(9) of the 1940 Act and
for which the Fund   s control of the entity is greater than that of any other
person.

                                                           5
    securities. Please also disclose the risks presented by investments in PIK
and OID securities,
   including:
       x   The interest payments deferred on a PIK loan are subject to the risk
that the borrower
           may default when the deferred payments are due in cash at the
maturity of the loan;
       x   The interest rates on PIK loans are higher to reflect the time-value
of money on
           deferred interest payments and the higher credit risk of borrowers
who may need to
           defer interest payments;
       x   Market prices of OID instruments are more volatile because they are
affected to a
           greater extent by interest rate changes than instruments that pay
interest periodically
           in cash;
       x   PIK instruments may have unreliable valuations because the accruals
require
           judgments about ultimate collectability of the deferred payments and
the value of the
           associated collateral; and
       x   Use of PIK and OID securities may provide certain benefits to the
fund's adviser
           including increasing management fees and incentive compensation.
Only include the
           reference to incentive compensation if the fund charges an incentive
fee.

Page 82     Control Persons

26. Please state the name, address, and percentage of ownership of each person
who owns 5% or
    more of the Fund   s outstanding securities. See Item 19.2. of Form N-2.

Page 90     Repurchases of Shares

27. Please disclose that the Fund will pay cash no later than 5 business days
after the expiration
    of the offer.

Page 108     Plan of Distribution

28. The last paragraph states that the Fund has agreed to indemnify the Dealer
Manager against
    certain liabilities, including under the Securities Act. If applicable,
please describe
    provisions under the 1940 Act, as well. See Item 5.4. of Form N-2.

                             Statement of Additional Information

Page B-1     Fundamental Policies

29. With respect to investment restriction 7, please add    or group of
industries    after    in any
    particular industry.    See Item 8.2.b(2) of Form N-2.

Page B-2     Fundamental Policies

30. In the last sentence of the second paragraph, disclosure states,    To the
extent a pooled
    investment vehicle in which the Fund invests has adopted an 80% policy that
indicates

                                                 6
    investment in a particular industry, the Fund will take such policy into
consideration for
   purposes of the Fund   s industry concentration policy.    Please revise the
sentence to state,
      The Fund will consider the investments of its underlying pooled
investment vehicles when
   determining the Fund   s compliance with its own concentration policies.

                                              Part C

Exhibit Index     Amended and Restated Declaration of Trust

31. Article III, sections 3.1 and 3.11 describe certain fiduciary duties of the
Fund   s Trustees. We
    understand that Delaware law permits a fund to eliminate or alter the
fiduciary duties of
    trustees, shareholders or other persons, and replace them with standard set
forth in the
    Declaration of Trust. Provisions eliminating or altering the fiduciary
duties of a fund   s
    trustees, officers, member of any advisory board, investment adviser,
principal underwriter
    are inconsistent with federal securities laws and the Commission   s
express views on such
    persons    fiduciary duties. Please add a provision to the Declaration of
Trust to clarify
    explicitly that notwithstanding anything to the contrary in the Declaration
of Trust, nothing in
    the Declaration of Trust modifying, restricting or eliminating the duties
or liabilities of
    Trustees and officers shall apply to, or in any way limit, the duties
(including state law
    fiduciary duties of loyalty and care) or liabilities of such persons with
respect to matters
    arising under the federal securities laws.

32. Article VI, section 6.11 describes certain requirements   albeit not
applicable to any claims
    brought under federal securities laws   related to derivative actions, such
as (1) a pre-suit
    demand, (2) that shareholders holding at least 50% of the shares of the
Trust must join in the
    request, (3) that the Board is given a reasonable amount of time to
consider and investigate
    the request, and (4) that the shareholder making a pre-suit demand on the
Board undertakes
    to reimburse the Fund for certain expenses. Please disclose provisions 1-4
in an appropriate
    location in the prospectus including that the provisions do not apply to
claims arising under
    the federal securities laws.

33. Article XII, section 12.4 includes provisions regarding an exclusive state
forum, an exclusive
    federal forum, and waiver of a jury trial.
       x   Regarding the exclusive state forum, please disclose the provision
in an appropriate
           location in the prospectus and corresponding risks of such a
provision even as to non-
           federal securities law claims (e.g., that shareholders may have to
bring suit in an
           inconvenient and less favorable forum). Please also disclose that
the provision does
           not apply to claims arising under the federal securities laws.
       x   Regarding the exclusive federal forum provision. Please disclose the
provision in an
           appropriate location in the prospectus and the corresponding risks
(e.g., that
           shareholders may have to bring suit in an inconvenient and less
favorable forum and
           that there is question regarding the enforceability of this
provision since the Securities
           Act and l940 Act permit shareholders to bring claims arising from
these Acts in both
           state and federal courts).
       x   Regarding the jury trial provision, please disclose in an
appropriate location in the
           prospectus that shareholders waive the right to a jury trial.

                                                 7
 34. Please ensure that all changes made in response to the comments here align
with the
    disclosure in the section titled,    Action by Shareholders    on page 93
of the prospectus. For
    example, the disclosure in that section states that the By-Laws, as opposed
to the Declaration
    of Trust, provide that shareholders waive any and all right to a jury
trial.

Item 31. Business and Other Connections of Investment Adviser.

35. Disclosure incorporates by reference the investment adviser   s Form ADV.
Please add a
    hyperlink for the form. See 17 CFR    270.0-4 (requiring an active
hyperlink to information
    incorporated by reference into a registration statement).

Item 34. Undertakings

36. Please add the required undertaking in Item 34.6 or explain why it is not
necessary. See
    Item 34.6 of Form N-2.

                                     *    *   *       *     *   *

       We note that portions of the filing are incomplete. We may have
additional comments on
such portions when you complete them in a pre-effective amendment, on
disclosures made in
response to this letter, on information supplied in your response letter, or on
exhibits added in
any pre-effective amendments.

       A response to this letter should be in the form of a pre-effective
amendment filed
pursuant to Rule 472 under the Securities Act. The pre-effective amendment
filing should be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
your supplemental letter and briefly state the basis for your position.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff.

       Should you have any questions regarding this letter, please contact me
at (202) 551-5166
or Jason Fox, Staff Accountant, at (202) 551-6757.


                                                          Sincerely,

                                                          Lisa N. Larkin
                                                          /s/ Lisa N. Larkin
                                                          Senior Counsel


cc:    Jason Fox, Staff Accountant
       John Lee, Senior Special Counsel
       Christian T. Sandoe, Assistant Director

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