SecProbe.io

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

        Thomas Friedmann

        thomas.friedmann@dechert.com

        +1 202 261 3313 Direct

        +1 202 261 3016 Fax

July 7, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Asen Parachkevov

 Re: Eagle Point Credit Company LLC

Registration Statement on Form N-2

File Numbers: 333-196500; 811-22974

Dear Mr. Parachkevov:

On behalf of Eagle Point Credit Company
LLC, a Delaware limited liability company (the “Fund”), we hereby respond to the comments raised by the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in the letter
dated June 30, 2014 from Asen Parachkevov, Attorney Adviser, to Thomas Friedmann, outside counsel to the Fund.

For your convenience, the Staff’s
comments are repeated in this letter, and each comment is followed by the applicable response. Concurrently, the Fund is filing
pre-effective amendment no. 1 (“Amendment No. 1”) to its registration statement on Form N-2 (the “Registration
Statement” and the prospectus contained therein, the “Prospectus”) via EDGAR. We will also provide
under separate cover courtesy copies of Amendment No.1, as submitted and marked to show the changes from the original filing of
the Registration Statement.

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

General

 1. We note that portions of the Registration Statement 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 supplementally, or on exhibits added in any pre-effective amendments.

        July 7, 2014

        Page 2

Response: The Fund acknowledges
the Staff’s comment.

 2. Please advise us if you have submitted any exemptive application(s) or no-action request(s)
in connection with your Registration Statement.

Response: Although no exemptive
or no-action request has yet been submitted with respect to the Registration Statement, the Fund intends to submit an exemptive
application to the Commission seeking an order under Section 17(d) of the Investment Company Act of 1940, as amended (the “1940
Act”), and Rule 17d-1 thereunder permitting certain co-investment transactions.

 3. Please state in your response letter whether FINRA has reviewed the proposed underwriting terms
and arrangements of the transaction involved in the Registration Statement.

Response: The Fund hereby confirms
that the Registration Statement was filed with FINRA on June 9, 2014. The Fund will address and resolve any FINRA comments prior
to effectiveness of the Registration Statement and underwriters’ counsel will ask the FINRA examiner to notify the Staff
once verbal no objections have been issued by FINRA with respect to the underwriting terms and arrangements.

 4. In various places in the Registration Statement, it is disclosed that the Fund may
                                                                 purchase and sell a variety of derivatives instruments. In these sections and in the sections discussing the Fund’s
                                                                 investment strategy, please specifically describe the Fund’s use of derivatives in a manner customized to proposed Fund
                                                                 operations. Please list all types of derivative instruments that are expected to be used as opposed to providing a laundry
                                                                 list of investment instruments. Please describe the risks applicable to the derivative instruments expected to be used. The
                                                                 Division of Investment Management has made a number of observations about derivative related disclosure by investment
                                                                 companies in a letter from Barry D. Miller, Associate Director, Office of Legal and Disclosure, to Karrie McMillan, General
                                                                 Counsel, Investment Company Institute dated July 30, 2010.1 Please
                                                                 review the observations set forth in that letter and revise your disclosure concerning the use and risks
                                                                 of derivatives.

1 	See
http://www.sec.gov/divisions/investment/guidance/ici073010.pdf.

        July 7, 2014

        Page 3

Response: As requested, the Fund
has made revisions to the disclosure regarding its expected use of derivative instruments. The Fund has also revised the
related risk disclosure accordingly. The Fund notes that its disclosure regarding possible future uses of derivative instruments
is speculative and, consequently, the degree of specificity that it can include in this disclosure is limited.

 5. Please confirm that the Fund does not intend to issue preferred stock or debt securities in
the next 12 months.

Response: While the Fund
has no current plans to issue preferred stock, the Fund may issue preferred stock or otherwise incur leverage in the next
twelve months. The Fund has revised its disclosure accordingly. Such revisions reflect the possibility that the Fund incurs
leverage during the  12-month period following the completion of the proposed offering.

Cover Page

 6. Please clarify that both the equity and junior debt tranches of CLOs in which the Fund will
primarily seek to invest, as well as the collateral underlying such CLOs, could be considered “junk”. Please include
a similar clarification in each section of the Prospectus where “high yield” or “below investment grade”
securities are mentioned for the first time.

Response: The Fund has revised its
disclosure consistent with this comment.

 7. Please include a statement that closed-end funds that are listed on an exchange frequently trade
at a discount to net asset value.

Response: The Fund has revised its
existing disclosure in the seventh paragraph of the cover page to the Prospectus to specifically reference exchange-listed, closed-end
funds.

 8. Please include a separate line item for the amount of estimated organization and offering expenses
to be paid by the Fund. Please clarify that such expenses will be borne indirectly by the Shareholders.

Response: The Fund has revised its
disclosure consistent with this comment. The Fund notes that Eagle Point Credit Management LLC (the “Adviser”)
has agreed to pay directly, without any possibility of reimbursement by the Fund, a portion of the expenses of the offering, including
all organization costs of the Fund.

        July 7, 2014

        Page 4

Prospectus

Prospectus Summary

Page 5

 9. Please confirm that the initial portfolio of the Fund is going to be a pro rata portion of the
investments held by the Private Fund as of the date of contribution. If not pro-rata, please explain which investments were selected
for contribution. We may have additional comments.

Response:  The Fund hereby confirms
that the portfolio contributed by Eagle Point Credit Sub Ltd. (the “Parent Company”) to the Fund on June 6,
2014 comprises a pro rata portion of the investments held directly and indirectly by the Private Fund as of such date. The Fund
has clarified its disclosure relating to the pro rata contribution.

Page 10

 10. Under the heading “Financing and Hedging Strategy – Leverage by the Company,”
the Prospectus states that the Fund may use “different types or combinations of leveraging instruments.” Please describe
with specificity.

Response: The Fund has revised its disclosure consistent
with this comment.

Summary of Offering

Page 14

 11. With respect to payments of administration expenses, please disclose the methodology used to
allocate costs and expenses under the administration agreement and that the board exercises oversight with respect to the allocation
of such expenses.

Response: The Fund respectfully
submits that the cost of compensation-related expenses are allocated based on the portion of time spent by the relevant officer
and his or her staff working on the Fund’s matters. The Administrator tracks such amounts and allocations in the ordinary
course. Rent-based expenses are allocated based on the cost of space occupied by those individuals who work on the Fund’s
matters and on the time spent by such persons on the Fund’s matters. All other expenses, such as travel and other overhead
expenses, are allocated based on the expenses actually incurred on behalf of the Fund. The board of directors of the Fund intends
to review the allocation methodology to be used by the Fund and the Administrator and intends to closely monitor such expense allocations
on a regular basis going forward. Further, the Fund believes that the Prospectus provides sufficient information regarding the
methodology used to allocate costs and expenses under the administration agreement. Finally, the Fund supplementally notes that
in accordance with Staff no-action letters regarding service arrangements with affiliated entities in light of the prohibitions
of Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, a majority of the Fund’s non-interested directors have approved
the administration agreement between the Fund and the Administrator and will exercise oversight of the services provided by the
Administrator and the expenses incurred on behalf of the Fund on an ongoing basis.

        July 7, 2014

        Page 5

Summary of Expenses

 12. Footnote 5 to the Summary of Expenses table discloses that the incentive fee percentage listed
is an estimate for the first year of operations. Please describe the assumptions on which the estimate is based on and explain
to the staff why such assumptions are appropriate.

Response: The Fund has revised
its disclosure to state that the estimated incentive fee for the first year of operations is based on the historical and
expected future performance of the portfolio contributed to the Fund by the Parent Company, as such portfolio is expected to
be impacted by the proceeds of the offering. Based on the Fund’s current business plan and pipeline of
potential investments, the Fund expects to invest substantially all of the net proceeds of the offering within three to six
months following completion of the offering. The actual pace of such investments will depend upon prevailing market
conditions and the availability of investment opportunities that are consistent with the Fund’s investment objectives.
Pending such investments, the Fund intends to invest the proceeds of the offering in temporary investments, such as cash,
cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less. This
portion of the Fund’s portfolio is therefore expected to have returns substantially lower than the returns that the
Fund anticipates earning from its initial portfolio during the same period. The Fund respectfully notes that it is not aware
of any factors that would alter the income it expects to earn on the initial portfolio investments, nor is it able to
estimate its returns on uninvested offering proceeds other than by applying the investment returns that such temporary
investments are earning at this time. Therefore, the Fund respectfully submits that its assumptions are both appropriate and
reasonable.

Risk Factors

Page 34

 13. The sub-section titled “Synthetic Securities Risks” discusses loan assignments and
participations and only the last paragraph applies to synthetic securities. Please review the disclosure and revise. Further, please
include a discussion of these instruments in the sections describing the Fund’s principal investment strategies, to the extent
applicable.

        July 7, 2014

        Page 6

Response:  The Fund has revised
its disclosure under the heading “Synthetic Securities Risks” to focus on the risks associated with synthetic securities
and has separately captioned disclosure regarding possible loan assignments and participations. The Fund respectfully submits
that synthetic securities are not part of the Fund’s principal investment strategies and it has moved disclosure relating
to such securities to the section of the Prospectus titled “Additional Investments and Techniques.”

Page 36

 14. Please clarify if the Fund will seek to invest in CLOs whose underlying collateral will consist
of synthetic securities. Please include additional discussion in the sections describing the Fund’s principal investment
strategies, to the extent applicable.

Response: The Fund respectfully
submits that it does not currently hold, and does not anticipate holding in the future, any CLOs whose underlying collateral consists
of material amounts of synthetic securities.

Page 37

 15. Please revise the disclosures in the sub-section titled “Hedging Risks; Derivative Transactions
Risk” to tailor to specific derivative instruments to be used by the Fund. Please identify such instruments with specificity
and disclose applicable risks associated with the use of such instruments. See Comment 4 above.

Response: See response to Comment
4.

Page 40

 16. If the Fund will invest 10% or more of its assets in foreign securities that are not publicly
traded in the U.S., ensure that the risk factors include those described in the Guidelines for Form N-2, Guide 9.

Response: The Fund has revised its
disclosure to include the risk factors described in Guide 9 of the Guidelines for Form N-2.

        July 7, 2014

        Page 7

Page
41

 17. The Prospectus discloses that the Fund may make use of one or more tax blocker entities for
U.S. federal income tax purposes. To the extent such entities will be used by the Fund, please confirm that the Fund’s financials
will reflect taxes on unrealized gains on the investments with respect to the blockers.

Response: From time to time the
Fund may utilize tax blocker entities, primarily because the character of income from some of the Fund’s investments may
include operating income that would not be appropriate for a regulated investment company under Subchapter M under the Code. As
prescribed by U.S. generally accepted accounting principles, the Fund’s financials will reflect taxes on unrealized gains
on the investments with respect to the blockers.

Business

Page 50

 18. The sub-sections titled “CLO Overview” and “CLO Market Opportunity”
contain various data regarding the state of the U.S. CLO market. Please disclose the applicable source(s) of such data in all instances.

Response:
The Fund has revised its disclosure consistent with this comment.

Page 59

 19. With respect to the historical performance of the Adviser that is presented in the Prospectus,
we have the following comments:

 a. Please confirm that the Fund’s portfolio management team has been responsible for managing
the Private Fund since its inception.

Response: The Fund
hereby confirms that Mr. Majewski, the Fund’s Chief Executive Officer and the Adviser’s Managing Partner, has
been responsible for managing the Private Fund since its organization in November 2012. Mr. Ko joined the Private
Fund’s portfolio management team in December 2012 and Mr. Spinner joined the Private Fund’s portfolio management
team in February 2013, and they have been involved in managing the Private Fund since December 2012 and February 2013,
respectively.

 b. Please confirm that the Private Fund was created for purposes entirely unrelated to the establishment
of a performance record.

        July 7, 2014

        Page 8

Response: The Fund hereby confirms
the Private Fund was created for purposes