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
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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
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