SecProbe.io

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

    Philip T. Hinkle

    philip.hinkle@dechert.com

    +1 202 261 3460 Direct

    +1 202 261 3050 Fax

February 10, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Lisa Larkin and Megan Miller

 Re: Eagle Point Credit Company Inc.

Registration Statement on
Form N-2

File Numbers: 333-269139 and
811-22974

Ladies and Gentlemen:

On behalf of Eagle Point Credit Company Inc.,
a Delaware corporation (the “Fund”), we hereby respond to four comments raised by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) in telephonic conversations on January 25, 2023 between
Megan Miller of the Staff and Alexander Karampatsos and Kathleen Hyer of Dechert LLP and on February 1, 2023 between Lisa Larkin of the
Staff and Alexander Karampatsos and Kathleen Hyer of Dechert LLP, each relating to the Fund’s registration statement on Form N-2
filed with the Commission on January 6, 2023 (the “Registration Statement”). We note that the Fund will file separately
responses to certain comments not addressed herein as correspondence on the Commission’s EDGAR database.

For your convenience, the Staff’s comments
are summarized in this letter, followed by the responses (“Responses”). The Fund intends to file Pre-Effective Amendment
No. 1 to the Registration Statement (“Pre-Effective Amendment No. 1”) at a future date.

Capitalized terms used in this letter and not
otherwise defined herein shall have the meanings specified in the Registration Statement.

     Lisa Larkin
 Megan Miller
 February 10, 2023
 Page 2

 1. Please amend the Fund’s two most recent Form N-CSR filings to include a consent of the Fund’s
independent registered public accounting firm. Please supplementally confirm whether the Fund previously obtained manually signed copies
of these consents.

Response:

The Fund confirms that it has filed amendments
to its Form N-CSR filing for each of the fiscal years ended December 31, 2020 and December 31, 2021 for the sole purpose of adding the
consent of KPMG LLP, the Fund’s independent registered public accounting firm (the “Auditor”), to incorporate
by reference the Auditor’s audit report into the Fund’s existing registration statement on Form N-2 (File No. 333-237586)
(the “2020 Registration Statement”). The Fund obtained manually signed copies of the Auditor’s consents on February
10, 2023, prior to making the amended filings.

The Fund did not obtain the Auditor’s signed
consents when the Fund’s 2020 and 2021 annual reports were initially filed. As discussed further in the Response to Comment #2,
this oversight was due to a misapplication of the amended securities offering rules and disclosure requirements applicable to closed-end
funds that took effect in August 2020 (the “CEF Offering Reforms”). Notwithstanding this failure to obtain a formal
consent, consistent with the primary purpose of Rule 439 under the Securities Act, the Auditor has previously, and contemporaneously,
confirmed to the Fund that it had full knowledge of, and had no objection to, its report being used in the 2020 Registration Statement
and the Fund’s other disclosure documents. Specifically, in connection with the Fund’s “at-the-market” offering
program (“ATM Program”), the Auditor issued comfort letters in each of March 2021 and March 2022 to the Fund’s
placement agents (“Comfort Letters”) in which it explicitly acknowledged that the Fund’s annual reports on Form
N-CSR for the fiscal years ended December 31, 2020 and December 31, 2021 (which contained the Auditor’s report regarding the Fund’s
consolidated financial statements and financial highlights) were incorporated by reference into the 2020 Registration Statement. More
recently, the Auditor’s ready willingness to provide its consents for the 2020 and 2021 annual reports, which are now on file, is
further indication that the firm understands and is comfortable with how its audit reports have been used.

     Lisa Larkin
 Megan Miller
 February 10, 2023
 Page 3

 2. Please provide us with your analysis as to what impact, if any, the failure to file the consent has
had on the ability to keep the 2020 Registration Statement current. In doing so, please explain whether any offers or sales were made
pursuant to the prospectuses in the 2020 Registration Statement since the Fund filed its annual reports for 2020 and 2021 fiscal years.
Please refer to Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”), as well as rules
436 and 439 thereunder.

Response:

The Fund acknowledges that, following the CEF
Offering Reforms, it was required to obtain and file an auditor’s consent because the Fund had an effective registration statement
that incorporated an auditor’s report via forward incorporation by reference. However, we believe that, when applying the new requirements
of the CEF Offering Reforms, the Fund’s inadvertent failure to obtain and file the Auditor’s consent as an exhibit to the
Fund’s Form N-CSR filings for the fiscal years ended December 31, 2020 (the “2020 Form N-CSR Filing”) and December
31, 2021 (the “2021 Form N-CSR Filing” and, together with the 2020 Form N-CSR Filing, the “Form N-CSR Filings”)
did not render the 2020 Registration Statement non-current or ineffective under Section 10(a)(3) of the Securities Act. The Fund confirms
that, during the period of February 23, 2021 through February 1, 2023 (the “Period”), the Fund offered and sold securities
under the 2020 Registration Statement.

Omitted
Consent had no Bearing on Automatic Incorporation by Reference

The 2020 Registration Statement remained “current”
during the Period as a result of the normal operation of forward incorporation by reference. In this context, we intend “current”
to mean that the 2020 Registration Statement did not make any untrue statement of a material fact, and did not omit to state a material
fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

The 2020 Registration Statement states that
all filings made by the Fund on or after August 1, 2020 pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or pursuant to Rule 30b-2 under the Investment Company Act of 1940,
as amended (the “1940 Act”) (collectively, the “Incorporable Documents”), prior to the
termination of the relevant offering, will be deemed to be incorporated by reference into the prospectus, as required by General
Instruction F of Form N-2. As a result of this operative language, the Form N-CSR Filings and all other Incorporable Documents filed
during the Period were automatically incorporated by reference into the 2020 Registration Statement upon the filing of the Form
N-CSR Filings and the other Incorporable Documents, respectively. This incorporation by reference maintained the currency of the
2020 Registration Statement during the Period.

     Lisa Larkin
 Megan Miller
 February 10, 2023
 Page 4

This understanding is expressly acknowledged
in Rule 439 under the Securities Act, which states (in relevant part and with emphasis added):

If the [Securities]
Act or the rules and regulations of the Commission require the filing of a written consent to the use of any material in connection with
the registration statement, such consent shall be filed as an exhibit to the registration statement even though the material
is incorporated therein by reference.

If the operation of incorporation
by reference was dependent upon compliance with the consent filing requirements, the phrase of Rule 439 emphasized above would need to
state, in substance, “in order for the material to be incorporated therein by reference.”
The actual phrasing of Rule 439 – “even though the material is incorporated therein
by reference” – makes clear that incorporation by reference functions separately from the consent filing requirements and
compliance therewith.

We are unaware of any statute, regulation, or
Commission guidance providing that an inadvertent failure to file an auditor’s consent, which the Fund has subsequently filed, would
prevent, limit, or affect forward incorporation by reference into the 2020 Registration Statement.

The Form N-CSR Filings were Timely Filed

The Fund filed the Form
N-CSR Filings within the applicable timeframe required by Section 30(e) of the 1940 Act and Rule 30e-1 thereunder. Respectfully, the Fund
does not believe that the inadvertent omission of the Auditor’s consent from the Form N-CSR Filings, as originally filed, renders
the Form N-CSR Filings unfiled or untimely filed and, as a result, unavailable for forward incorporation by reference into the 2020 Registration
Statement during the Period. As discussed below, the primary purpose of the auditor consent filing requirement is to assure that the auditor
is aware that its report is being incorporated by reference into a registration statement and the context in which it is being used.

     Lisa Larkin
 Megan Miller
 February 10, 2023
 Page 5

The Fund also
respectfully believes that the absence of the Auditor’s consent from the Form N-CSR Filings is most relevant to Section 7
of and Rule 401 under the Securities Act, rather than the reporting requirements pursuant to Sections 13 and 15(d) of the Exchange
Act, because the substantive necessity for, and purpose of, an auditor’s consent arise under the Securities Act, not the
reporting requirements of Sections 13 and 15(d) of the Exchange Act. While an annual report on Form N-CSR may serve as the
procedural mechanism by which a registrant satisfies its substantive obligation to file an auditor’s consent as an exhibit to
its registration statement, an annual report on Form N-CSR will never, in and of itself, require the filing of an auditor's consent
(which, in part, explains why the Fund failed to identify the consent requirement in its disclosure review process; see
Complexity of CEF Offering Reforms, below). The necessity of filing an auditor’s consent with a Form N-CSR will never
arise in the absence of effective registration statements under the Securities Act because the necessity of such filing is,
fundamentally, a vehicle for compliance with principles governed by the Securities Act.

Given the foregoing,
we respectfully submit that the inadvertent failure to file a copy of the Auditor’s consent as an exhibit to an annual report on
Form N-CSR, where the Auditor’s was aware of the incorporation by reference of its audit report into the 2020 Registration Statement
at the time of filings, does not nullify the entire annual report and does not render the annual report unfiled or otherwise unavailable
to be incorporated by reference into the 2020 Registration Statement.

The Fund respectfully
notes that publicly available correspondence filings appear to indicate that the Staff has previously reached a similar conclusion. In
its review of correspondence in which issuers received Staff comments indicating that the issuer neglected to file an auditor’s
consent (or filed an auditor’s consent that lacked a signature or included an incorrect date), the Fund was unable to find any instances
where the Staff did not accept the subsequent re-filing by the issuer of the auditor’s consent as a means of resolving the comment.

The Purpose of Obtaining the Auditor’s
Consent Was Satisfied

As the legislative history
makes clear, the primary purpose of requiring registrants to obtain an auditor’s consent in connection with inclusion of an auditor’s
report in a registration statement is to assure that the auditor is aware of the use of its audit report in connection with a registered
securities offering (see H.R. Conf. Rep. No. 73-152, at 26 (1933), stating that the purpose of the consent requirement
was to “to protect an unauthorized use of the expert’s name”) The Staff has similarly characterized the consent requirement
(see Section 4810.1 of the Division of Corporation Finance Financial Reporting Manual of the Staff, updated as of December
31, 2022, stating that “[t]he primary purpose of obtaining a consent or acknowledgement letter is to assure that the auditor is
aware of the use of its report and the context in which it is used”).

     Lisa Larkin
 Megan Miller
 February 10, 2023
 Page 6

As noted above, the
Auditor was demonstrably aware of the use of its report and the context in which it was used, as the Auditor was familiar with the
Fund’s ATM Program and issued related Comfort Letters (in each case within one or two weeks of the applicable Form N-CSR
filing) in which the Auditor explicitly stated that it was aware that each Form N-CSR Filing was “incorporated by reference in
the registration statement (File Nos. 333-237586 and 811-22974) on Form N-2.” The Auditor further participated in due
diligence calls with the Fund and its placement agents and reviewed other disclosures by the Fund which indicated that the
Fund’s periodic reports were automatically incorporated by reference into the 2020 Registration Statement. Furthermore, as
described above in the Response to Comment #1, the Auditor has now more formally consented to the incorporation by reference of its
audit reports for the Fund’s 2020 and 2021 annual reports into the 2020 Registration Statement and the Fund has filed those
consents in amended Form N-CSR filings on EDGAR (providing further indication that the Fund’s previous failure to obtain and
file the consents was merely inadvertent and not a result of any objection by the auditor). Given this, we believe the
 “primary purpose” of the consent requirement was fully satisfied notwithstanding the Fund’s inadvertent failure to
obtain and file the Auditor’s consent with its Form N-CSR Filings.

Complexity of CEF
Offering Reforms

The CEF Offering Reforms
fundamentally changed the manner in which closed-end funds register and sell their securities to the public, through a series of highly
technical rule and form amendments. The Fund expended significant resources to facilitate compliance with the new regulatory and disclosure
regime to which it is now subject. Since the CEF Offering Reforms were adopted, with the assistance of external legal counsel, the Fund
has made wholesale changes to its offering documents and periodic reports and related internal procedures. While not an excuse, the Fund
regards the missed auditor consent requirement as a technical misstep – with no practical harm to investors, the Auditor, or any
other relevant party – in light of the sweeping nature of the regulatory reforms. In this regard, the Fund believes that other closed-end
funds registered under the 1940 Act have made similar technical failures in connection with the CEF Offering Reforms transition. For example,
based on a cursory review of public filings, the Fund has identified over 10 other registered closed-end fund complexes that, subsequent
to the CEF Offering Reforms, appear to have failed to timely file an auditor’s consent with their Form N-CSR filings while the funds
had effective registration statements that incorporated such auditor’s audit report via forward incorporation by reference.

Steps Taken by the
Fund

Notwithstanding the
foregoing, the Fund acknowledges that compliance with the Commission’s rules and regulations is of utmost importance and in the
future it will strive to minimize the risk of any similar filing error or omission. In order to ensure that an error of this nature does
not occur again, the Fund made enhancements to its SEC filing checklists (including an item specifically relating to auditor and other
expert consents, as required by Rule 436 and Rule 439 under the Securities Act) and disclosure review procedures (including an enhanced
layer of review by th