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    1900 K Street, NW

                                                            Washington, DC 20006-1110

    +1 202 261 3300 Main

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    www.dechert.com

    Philip T. Hinkle

    philip.hinkle@dechert.com

    +1 202 261 3460 Direct

    +1 202 261 3050 Fax

April 23, 2024

VIA
EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Laura J. Riegel

Re: Eagle Point Credit Company Inc., et al.

File Number: 812-15512

Dear Ms. Riegel:

We are writing in response to your written comments
with respect to an application pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940 (the “Act”)
and Rule 17d-1 under the Act permitting certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) and
Rule 17d-1, thereunder (the “Application”) filed with the Securities and Exchange Commission (the “SEC”)
on October 10, 2023 on behalf of Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Institutional Income
Fund, Eagle Point Credit Management LLC, Eagle Point Income Management LLC and other applicants named in the Application (collectively,
the “Applicants”). The Applicants have considered your comments and authorized us, on their behalves, to make the
responses and changes discussed below to the Application.

On
behalf of the Applicants, set forth below are the SEC staff’s comments along with our responses to or any supplemental explanations
of such comments, as requested. Capitalized terms have the same meaning as in the Application unless otherwise indicated.

 1. Please insert the full file number
                                            throughout the Application, where appropriate.

Response:

The disclosure has been revised accordingly.

    Laura J. Riegel

    April 23, 2024

    Page 2

 2. On the cover page of the Application,
                                            please insert “FIRST AMENDED AND RESTATED” before “APPLICATION”.

Response:

The disclosure has been revised accordingly.

 3. To
                                            the extent the Commission issues a notice of the filing of this Application giving interested
                                            persons an opportunity to request a hearing on the matter, if the Applicants would like to
                                            receive any hearing requests by e-mail, please provide email address(es) for the Applicants.
                                            Such e-mail address(es) will be included in any notice issued of this Application. See Division
                                            of Investment Management Staff Statement on Hearing Requests on Applications Filed Under
                                            the Investment Company Act of 1940 and the Investment Advisers Act of 1940, IM-INFO-2020-03
                                            (Apr. 2020), https://www.sec.gov/files/im-info-2020-03.pdf.

Response:

The Applicants respectfully decline to consent
to receive any hearing requests by e-mail.

 4. On
                                            page 1 of the Application, please revise the parenthetical from (“EPIIF”)
                                            to (“EPIIF” and together with ECC and EIC, the “Existing Regulated Funds”).

Response:

The disclosure has been revised accordingly.

 5. Please supplementally explain why
                                            the application names ECC Sub Cayman, ECC Sub II Cayman, ECC Sub II, EIC Sub Cayman, EIC
                                            Sub, EPIIF Sub Cayman, and EPIIF Sub II Cayman as Applicants. If appropriate, please name
                                            and discuss these entities as Applicants in Section II of the Application and clarify
                                            whether each is a Wholly-Owned Investment Sub of the applicable Existing Regulated Fund.

Response:

The Applicants note that each such entity is
a Wholly-Owned Investment Sub of ECC, EIC, and EPIIF, each an Existing Regulated Fund, and each is listed as an Applicant because it
is expected that it may be appropriate for such a Wholly-Owned Investment Sub to participate in Co-Investment Transactions in lieu of
the applicable parent Regulated Fund that owns it (e.g., for tax structuring reasons). The Applicants have added reference to such entities
in Section II.

    Laura J. Riegel

    April 23, 2024

    Page 3

 6. On page 2 of the Application,
                                            please delete “the” before “ECC” in the following sentence: “Eagle
                                            Point Credit Management LLC (“EPCM”), a Delaware limited liability company that
                                            serves as the investment adviser to the ECC, EPIIF and certain of the Existing Affiliated
                                            Funds (as defined below), on behalf of itself and its successors.”

Response:

The disclosure has been revised accordingly.

 7. On page 2 of the Application,
                                            please insert a footnote after the term “successors” that reads “The term
                                            ‘successor,’ as applied to each Adviser means an entity which results from reorganization
                                            into another jurisdiction or change in the type of business structure.”

Response:

The disclosure has been revised accordingly.

 8. On
                                            page 2 of the Application, please revise the parenthetical from “(‘EPIM’)”
                                            to “(‘EPIM’ and together with EPCM, the ‘Existing Advisers’).”

Response:

The disclosure has been revised accordingly.

 9. On page 2 of the Application,
                                            please delete “the” before “EIC” in the following sentence: “Eagle
                                            Point Income Management LLC (“EPIM”), a Delaware limited liability company that
                                            serves as the investment adviser to the EIC on behalf of itself and its successors.”

Response:

The disclosure has been revised accordingly.

    Laura J. Riegel

    April 23, 2024

    Page 4

 10. On page 2 of the Application,
                                            please delete “and their affiliates” from the following sentence: “The
                                            accounts identified in Schedule B hereto that the Advisers and their affiliates use to hold
                                            various financial assets in a principal capacity (together, “Existing Proprietary Accounts”).”

Response:

The disclosure has been revised accordingly.

 11. On
                                            page 2 of the Application, please revise the parenthetical from “(together, ‘Existing
                                            Proprietary Accounts’)” to “(together, ‘Existing Proprietary Accounts’
                                            and together with any Future Proprietary Accounts (as defined below), the Proprietary Accounts
                                            (as defined below)).”

Response:

The disclosure has been revised accordingly.

 12. On page 2 of the Application,
                                            please replace “EPCM, EPIM” with “the Existing Advisers” in the definition
                                            of “Adviser.”

Response:

The disclosure has been revised accordingly.

 13. On page 3 of the Application,
                                            please revert to the precedent on which the Application is modeled (KKR Real Estate Select
                                            Trust, et al., File No. 812-15181, “KKR Application”), deleting “applicable”
                                            before “Regulated Fund” in the definition of “Board.”

Response:

The disclosure has been revised accordingly.

 14. On page 4 of the Application,
                                            please replace “any of the Advisers” with “an Existing Adviser” in
                                            the definition of “Future Adviser.”

Response:

The disclosure has been revised accordingly.

    Laura J. Riegel

    April 23, 2024

    Page 5

 15. On
                                            page 4 of the Application, please delete the “and that controls, is controlled
                                            by, or is under common control with, any of the Advisers” from the following portion
                                            of the definition of “Future Advisers”: “(b) is a relying adviser
                                            of an investment adviser that is registered under the Advisers Act and that controls, is
                                            controlled by, or is under common control with, any of the Advisers. . .”

Response:

The disclosure has been revised accordingly.

 16. On
                                            page 4 of the Application, please revert to the KKR Application, deleting “Form 10
                                            or” from the definition of “Objectives and Strategies.”

Response:

The Applicants respectfully acknowledge the SEC
staff’s comment and note that reference to Form 10 is included in the Application in the event that a private business development
company is formed and required to register with the SEC. The Applicants also respectfully note that the inclusion of Form 10 in
the Application is consistent with the application for Fidelity Private Credit Fund., et al., which is cited in the footnote 24 of the
Application.

 17. On
                                            page 5 of the Application, please replace “ECC, EIC, EPIIF” with “the
                                            Existing Regulated Funds” in the definition of “Regulated Funds.”

Response:

The disclosure has been revised accordingly.

 18. On page 6 of the Application,
                                            please insert “Existing” before “Regulated” in the heading to Section II.A
                                            of the Application.

Response:

The disclosure has been revised accordingly.

 19. On page 6 of the Application,
                                            please delete the second, third, fourth and fifth sentences of the first paragraph of Section II.A
                                            of the Application. They provide historical information on ECC which obscures necessary representations.

Response:

The disclosure has been revised accordingly.

    Laura J. Riegel

    April 23, 2024

    Page 6

 20. On page 6 of the Application,
                                            please delete the second, third, fourth and fifth sentences of the second paragraph of Section II.A
                                            of the Application. They provide historical information on EIC which obscures necessary representations.

Response:

The disclosure has been revised accordingly.

 21. On page 6 of the Application,
                                            please delete the following language from the third paragraph of Section II. A: “EPIIF
                                            commenced operations on June 1, 2022 and is offering its shares of beneficial interest
                                            on a continuous basis at the applicable period end net asset value per share plus any applicable
                                            sales loads and”. It provides historical information on EPIIF which obscures necessary
                                            representations.

Response:

The disclosure has been revised accordingly.

 22. Please supplementally cite to precedent,
                                            if any, where an investment company applicant operated as a tender offer fund, and include
                                            that citation in Section III.D. of the Application, if it is not currently cited. Otherwise,
                                            please supplementally address how EPIIF’s operation as a tender offer fund would affect
                                            its complying with and/or other Applicants complying with the terms and conditions of the
                                            Application.

Response:

The Applicants respectfully note that KKR Real
Estate Select Trust Inc. is operated as a tender offer fund (among other applicants over time). The order issued to KKR Real Estate Select
Trust Inc. is cited in Section III.D (the “KKR Order”). Similar to the application for the KKR Order, the Applicants
have removed reference to the operations of EPIIF as operating as a tender offer fund.

    Laura J. Riegel

    April 23, 2024

    Page 7

 23. Please supplementally provide a
                                            structure chart of various business groups that clearly shows all ownership and advisory
                                            relationships between legal entities in the corporate family; please supplementally explain
                                            how the various investment advisers operate within their business groups. The SEC staff reserves
                                            additional comments on Section II.C of the Application pending its review of the structure
                                            chart.

Response:

Please see structure chart attached as Exhibit I
to this letter. Each of the Existing Advisers other than EPCM is party to a personnel and resources agreement, whereby EPCM makes available
personnel and resources, including portfolio managers and investment personnel, to such other Existing Adviser as it may determine to
be reasonably necessary to the conduct of its operations.

 24. On page 7 of the Application,
                                            please revert to the KKR Application, replacing “pursuant to Section 203 of the
                                            Advisers Act” with “under the Advisers Act” in the first sentence of each
                                            of the first and second paragraphs in Section II.C.

Response:

The disclosure has been revised accordingly.

 25. Please supplementally confirm that
                                            any Existing Proprietary Account that currently intends to rely on any Order that may be
                                            granted has been named as an Applicant and that the Application contains a description of
                                            all such Applicants, including in such description whether each such Applicant is an Adviser.
                                            With respect to any Existing Proprietary Account that is not an Adviser, whether existing
                                            now or in the future, please explain supplementally how the Adviser will ensure compliance
                                            by each such entity with the conditions of the Application.

Response:

The
Applicants hereby confirm that any Existing Proprietary Account that currently intends to rely on any Order that may be granted has been
named as an Applicant and that the Application contains a description of all such Applicants. The Applicants also confirm that none of
the Advisers is an Existing Proprietary Account. Any Existing Proprietary Account will be subject to oversight by an Adviser.
As a result, an Adviser will ensure compliance by each Existing Proprietary Account with the conditions of the Application in the same
manner in which the Adviser will ensure compliance by each Affiliated Fund.

    Laura J. Riegel

    April 23, 2024

    Page 8

 26. Please update Schedule B to add