Correspondence 0001104659-24-043713 from Eagle Point Institutional Income Fund (EIIA)
Eagle Point Institutional Income Fund
Date: April 4, 2024 · CIK: 0001896036 · Accession: 0001104659-24-043713
AI Filing Summary & Sentiment
File numbers found in text: 333-276455, 811-23758
Letter
VIA EDGAR Division of Investment Management Washington, D.C. Re: Eagle Point Institutional Income Fund Registration Statement on Form N-2 File Nos. 333-276455 and 811-23758
Dear Mr. Szilagyi and Mr. Greenspan:
This letter responds to comments that Mr. Szilagyi conveyed in a telephonic discussion with Alexander C. Karampatsos and Katherine T. Hurley of Dechert LLP on March 11, 2024 and that Mr. Greenspan conveyed in a telephonic discussion with Alexander C. Karampatsos of Dechert LLP on March 27, 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 March 7, 2024 on behalf of Eagle Point Institutional Income Fund (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.
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.
Accounting Comment
1. Comment: With respect to Part C of the Registration Statement, please revise Part A of Item 25 of the Registration Statement to refer to the Fund’s audited financial highlights contained in the Fund’s annual shareholder report or supplementally confirm that the financial highlights referenced in Part A of Item 25 are in fact audited.
Response: The Fund hereby confirms that the financial highlights referenced in Part A of Item 25 of the Registration Statement have been audited. The Fund inadvertently included the term, “unaudited,” in Part A of Item 25 of Pre-Effective Amendment No. 1 to the Registration Statement.
Mr. Szilagyi
Mr. Greenspan
April 4, 2024
Page 2
Legal Comment
1. Comment: In the definitive prospectus filing to be made pursuant to Rule 424 under the Securities Act, please add disclosure describing how the Fund interprets Section 8(b)(1)(E) of the 1940 Act as it relates to the Fund’s concentration policy.
Response: The Fund will add the following disclosure to the definitive prospectus filing:
Under the 1940 Act, investments of more than 25% of a fund’s total assets in one or more issuers in the same industry or group of industries constitutes concentration. The Fund will not concentrate in any particular industry or group of industries, except as otherwise provided for in subparagraph (7). The policy in subparagraph (7) above will be interpreted in accordance with public interpretations of the SEC and its staff pertaining to concentration from time to time.
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
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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
April 4, 2024
VIA
EDGAR
Mr. Brian Szilagyi
Mr. Daniel Greenspan
U.S. Securities
and Exchange Commission
Division of
Investment Management
100 F Street,
NE
Washington, D.C.
20549
Re: Eagle Point Institutional Income Fund
Registration Statement on Form N-2
File Nos. 333-276455 and 811-23758
Dear Mr. Szilagyi and Mr. Greenspan:
This letter responds to comments that Mr. Szilagyi
conveyed in a telephonic discussion with Alexander C. Karampatsos and Katherine T. Hurley of Dechert LLP on March 11, 2024 and that
Mr. Greenspan conveyed in a telephonic discussion with Alexander C. Karampatsos of Dechert LLP on March 27, 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 March 7, 2024 on behalf of Eagle Point
Institutional Income Fund (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.
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.
Accounting
Comment
1. Comment: With
respect to Part C of the Registration Statement, please revise Part A of Item 25 of the Registration Statement to refer to the
Fund’s audited financial highlights contained in the Fund’s annual shareholder report or supplementally confirm that the financial
highlights referenced in Part A of Item 25 are in fact audited.
Response: The
Fund hereby confirms that the financial highlights referenced in Part A of Item 25 of the Registration Statement have been audited.
The Fund inadvertently included the term, “unaudited,” in Part A of Item 25 of Pre-Effective Amendment No. 1 to
the Registration Statement.
Mr. Szilagyi
Mr. Greenspan
April 4, 2024
Page 2
Legal
Comment
1. Comment: In
the definitive prospectus filing to be made pursuant to Rule 424 under the Securities Act, please add disclosure describing how the
Fund interprets Section 8(b)(1)(E) of the 1940 Act as it relates to the Fund’s concentration policy.
Response: The
Fund will add the following disclosure to the definitive prospectus filing:
Under
the 1940 Act, investments of more than 25% of a fund’s total assets in one or more issuers in the same industry or group of industries
constitutes concentration. The Fund will not concentrate in any particular industry or group of industries, except as otherwise
provided for in subparagraph (7). The policy in subparagraph (7) above will be interpreted in accordance with public interpretations
of the SEC and its staff pertaining to concentration from time to time.
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 T. Hinkle, Dechert LLP
Jonathan H. Gaines, Dechert LLP