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Correspondence 0001104659-24-106264 from Eagle Point Institutional Income Fund (EIIA)

Eagle Point Institutional Income Fund
Date: Oct. 4, 2024 · CIK: 0001896036 · Accession: 0001104659-24-106264

AI Filing Summary & Sentiment

File numbers found in text: 333-276455, 811-23758

Date
October 4, 2024
Author
/s/
Form
CORRESP
Company
Eagle Point Institutional Income Fund

Letter

VIA EDGAR Division of Investment Management Washington, D.C. 20549 Re: Eagle Point Institutional Income Fund Post-Effective Amendment No. 3 to the 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 Taylor S. Stevens of Dechert LLP on September 23, 2024 and that Mr. Greenspan conveyed in a telephonic discussion with Philip T. Hinkle and Taylor S. Stevens of Dechert LLP on September 23, 2024 with respect to Post-Effective Amendment No. 3 (the “Amendment”) 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”), with the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 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.

Concurrently with this letter, the Fund is filing Post-Effective Amendment No. 4 to its Registration Statement, which reflects the disclosure changes discussed below and certain other changes.

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 Comments

1. Comment: In the “CONSOLIDATED FINANCIAL HIGHLIGHTS” section, please revise the disclosure to refer to the “unaudited consolidated financial highlights.”

Response: The Fund has revised the disclosure accordingly.

Mr. Szilagyi

Mr. Greenspan

October 4, 2024

Page 2

2. Comment: In the “FINANCIAL STATEMENTS” section in the Statement of Additional Information, please revise the reference to “financial highlights” to refer to “consolidated financial statements.”

Response: The Fund has revised the disclosure accordingly.

3. Comment: With respect to Part C, Item 25, Part A, please revise the disclosure to refer to the “unaudited consolidated financial highlights.”

Response: The Fund has revised the disclosure accordingly.

Legal Comments

1. Comment: Please confirm in correspondence whether the credit agreement between the Fund and BNP Paribas, as lender, is required to be filed pursuant to Item 25.2 of Form N-2.

Response: The Fund believes that the filing of credit agreements is not required by Form N-2. Item 25.2 of Form N-2 requires certain exhibits to be filed as part of a fund’s registration statement. Credit agreements are not specifically referenced among the required exhibits listed in Item 25.2, but Item 25.2.k contains a catch-all that requires “copies of all other material contracts not made in the ordinary course of business that are to be performed in whole or in part at or after the date of filing the registration statement” to be filed as exhibits to the registration statement. In light of the fact that the purpose of a credit agreement will be to permit the Fund to employ leverage to enhance its potential for achieving its investment objective, the Fund believes that such credit agreement would be made in the ordinary course of business—that is, the borrowings under a credit agreement only will be used to invest in additional securities that are in accordance with the Fund’s investment objective and investment strategies, which the Fund considers to be its “ordinary course of business.” In addition, to the extent a credit agreement is required to be filed as an exhibit to the Registration Statement, the Fund would need the consent of any lender to do so.

We believe that the foregoing has been responsive to the Staff’s comments. Please call the undersigned at (202) 261-3460 if you wish to discuss this correspondence further.

Sincerely,
/s/
Philip T. Hinkle

Show Raw Text
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

    October 4, 2024

                                                         Philip
                                            T. Hinkle

    philip.hinkle@dechert.com

    +1 202 261 3460 Direct

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

                                            Post-Effective Amendment No. 3 to the 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 Taylor S. Stevens of Dechert LLP on September 23, 2024 and that Mr. Greenspan conveyed
in a telephonic discussion with Philip T. Hinkle and Taylor S. Stevens of Dechert LLP on September 23, 2024 with respect to Post-Effective
Amendment No. 3 (the “Amendment”) 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”), with the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 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.

Concurrently with this letter, the Fund is filing
Post-Effective Amendment No. 4 to its Registration Statement, which reflects the disclosure changes discussed below and certain
other changes.

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
Comments

 1. Comment:           In
                                            the “CONSOLIDATED FINANCIAL HIGHLIGHTS” section, please revise the disclosure
                                            to refer to the “unaudited consolidated financial highlights.”

Response:           The
Fund has revised the disclosure accordingly.

    Mr. Szilagyi

                           Mr. Greenspan

                           October 4, 2024

                           Page 2

 2. Comment:           In
                                            the “FINANCIAL STATEMENTS” section in the Statement of Additional Information,
                                            please revise the reference to “financial highlights” to refer to “consolidated
                                            financial statements.”

Response:           The
Fund has revised the disclosure accordingly.

 3. Comment:           With
                                            respect to Part C, Item 25, Part A, please revise the disclosure to refer
                                            to the “unaudited consolidated financial highlights.”

Response:           The
Fund has revised the disclosure accordingly.

Legal
Comments

 1. Comment:           Please
                                            confirm in correspondence whether the credit agreement between the Fund and BNP Paribas,
                                            as lender, is required to be filed pursuant to Item 25.2 of Form N-2.

Response:           The
Fund believes that the filing of credit agreements is not required by Form N-2. Item 25.2 of Form N-2 requires certain exhibits
to be filed as part of a fund’s registration statement. Credit agreements are not specifically referenced among the required exhibits
listed in Item 25.2, but Item 25.2.k contains a catch-all that requires “copies of all other material contracts not made in the
ordinary course of business that are to be performed in whole or in part at or after the date of filing the registration statement”
to be filed as exhibits to the registration statement. In light of the fact that the purpose of a credit agreement will be to permit
the Fund to employ leverage to enhance its potential for achieving its investment objective, the Fund believes that such credit agreement
would be made in the ordinary course of business—that is, the borrowings under a credit agreement only will be used to invest in
additional securities that are in accordance with the Fund’s investment objective and investment strategies, which the Fund considers
to be its “ordinary course of business.” In addition, to the extent a credit agreement is required to be filed as an exhibit
to the Registration Statement, the Fund would need the consent of any lender to do so.

We believe that the foregoing has been responsive
to the Staff’s comments. Please call the undersigned at (202) 261-3460 if you wish to discuss this correspondence further.

Sincerely,

    /s/
    Philip T. Hinkle

    Philip T. Hinkle

 cc: Nauman S. Malik, Eagle Point Credit Management
                                            LLC

Joshua M. Katz, Eagle Point Credit
Management LLC

Thomas J. Friedmann, Dechert LLP

Alexander C. Karampatsos, Dechert LLP