SecProbe.io

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August 6 , 2015

Thomas Friedman n
Dechert LLP
1900 K Street, NW
Washington, DC 20006 -1110

Re:  Eagle Point Credit Company Inc.
Registration Statement on Form N -2
File Number s: 333 -205540 ; 811 -22974

Dear M r. Friedman n:

Eagle Point Credit Compan y Inc.  (the “Fund”) filed a  registration statement on July 7 , 201 5,
which was subsequently amended on July 22, 2015  (the “Registration Statement ”).  The filing s
were  made for the purpose of  registering notes  of the Fund.  Based on our review of the
Registr ation Statement, we have the following comments.  The captions used below correspond
to the captions the Fund uses in its Registration S tatement.  Please note, however, that the
comments we give in one section are applicable to other sections of the Regist ration S tatement
that contain similar disclos ure, unless otherwise indicated.

General

1. We note that portions of t he R egistration Statement are incomplete .  We may have
additional comments on such portions when you complete them in a pre -effective
amendmen t, on disclosures made in response to this letter, on information supplied
supplementally, or on exhibits added in any pre -effective amendments.

2. Please adv ise us if you have submitted any exemptive application (s) or no -action
request (s) in connection wit h your Registration S tatement.

3. Please state in your response letter whether FINRA has reviewed or will review the
proposed underwriting terms and arrangements of the transaction involv ed in the
Registration Statement .

4. Please advise the Staff whether the Fund intends to supplement its registration statement
pursuant to which its common  and preferred  shares are currently offered, in order to
reflect the issuance of preferred stock . We may have additional comments.

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 5. Please explain in your response whether th e CLO vehicles in which the Fund invests
would be deemed to be investment companies under the 1940 Act but for the exceptions
set forth in Section 3(c)(1) or 3(c)(7).  Please explain to us why the Fund  should not be
subject to the same limits regarding inv estor qualifications (e.g. accredited investors and
investment minimums) as registered funds of hedge funds and registered funds of private
equity funds.  In your explanation, please explain how the CLO vehicles are similar to,
and different from, private funds, such as hedge funds and private equity funds.  As part
of your explanation, please also discuss: (1) the amount of leverage in the Fund’s CLO
investments, including the average leverage of the Fund’s CLO investments that has the
highest leverage (e. g. 10 times leverage); (2) whether the Fund has any limits on
investment in a CLO investments that exceeds a certain amount of leverage, and (3)
whether the managers of the CLO are generally entitled to performance fees, and what
those performance fees are  based on (e.g. limited to income, or also include performance
fees on capital gains).

Cover Page

6. It is disclosed that the Fund  does not intend to list the Notes on an exchange. Please
include the following additional disclosure:  “ Thus, an investment in  the Notes  may not
be suitable for investors who may need the money they invest in a specified timeframe .”

Prospe ctus

Prospectus Summary  – Eagle Point Credit Company

Page 1

7. Please provide additional details regarding the structure and operation of loa n
accumulation facilities. In your response, please address the concerns raised by Comment
5 above.

Prospectus Summary – Portfolio

Page 2

8. In your response, please explain to the Staff how the Fund is able to compile  the
information regarding loan  and b orrower characteristics underling the CLOs in which the
Fund invests? Have the CLO vehicles provided the Fund with portfolio information as of
March 31, 2015?

Prospectus Summary – Initial Public Offering

Page 3

9. It is stated that the Fund has made three  quarterly distributions on its common stock,
representing a 12% annualized rate of distribution . The disclosure states that  45% and

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 32%, respectively, of the two first two distributions represen t return of capital. Please
explain briefly the tax consequen ces for shareholders of receiving distributions that may
be characterized as return of capital.

Prospectus Summary – Summary Risk Factors – First Loss Risk of CLO Equity and Subordi nate
Securities

Page 9

10. Please include additional disclosure that CLO vehicles are highly leveraged and provide
the average leverage of the CLO vehicles in which the Fund invests (see Comment 5
above), which subjects  the Fund’s investments, i.e. CLO equity and debt tranches , to
higher ris k of total loss. Please also include the disc losure on the Cover Page .

The Offering  – Use of Proceeds

Page 14

11. Please disclose whether proceeds from the notes offering may be used to maintain the
Fund’s distribution rate.  We may have additional comments.

Business – Overview of Seni or Secured Loans

Page 49

12. The graph illustrating the lagging 12 -month default rate of the S&P/LSTA Leveraged
Loan Index appears to be missing years 2004, 2008 and 2012 on the x -axis. Please
explain in your response.

Business  – Temporary Defensive Positi on

Page 57

13. The disclosure states that the Fund  may take temporary defensive positions and invest in
cash equivalents, government securities or short -term fixed income securities. Please
explain that taking a defensive position may not be possible given t he illiquid nature of
the Fund ’s investments.

*     *     *     *     *     *

You are reminded that the burden of full and fair disclosure rests with each registrant, its
counsel, and others eng aged in the preparation of the Registration S tatement. As a matter of law,
this burden cannot be shifted to the Commission or its staff.

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  Notwithstanding our comments, please furnish a letter with respect to the Fund
acknowledging that:

 the Fund is responsible for the adequacy and accuracy of the disclosure in it s
filings;

 should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

 the action of the Commission or the staff, acting  pursuant to delegated authority, in
declaring the filing effective, does not relieve the Fund from full responsibility for
the adequacy and accuracy of the disclosure in the filings;

 the Fund may not assert this action as a defense in any proceeding init iated by the
Commission or any person under the Federal securities laws of the United States.

        In addition, please be advised that the Division of Enforcement has access to all
information you provide the staff of the Division of Investment Managem ent in connection with
our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration
statements as confirmation that those requesting acceleration are  aware of their respective
responsibilities.

Please respond to this letter in the form of a pre -effective amendment for the Fund.
Please respond to all comment letters in a letter filed in the form of EDGAR correspondence.
Where no changes will be made in response to a comment, please so state in your letter and
explain the basis for your position.  The staff may have further comments after reviewing your
responses.

 Should you have any questions regarding this letter, please contact me at (202) 551 -
6908.

Sincerely,

         /s/ Asen Parachkevov
Attorney Adviser