SecProbe.io

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
  

  

 Alexander C. Karampatsos
  
 alexander.karampatsos@dechert.com
 +1  202  261  3402 Direct

  

 May 9, 2025

  

 VIA EDGAR

  

 Brian Szilagyi
U.S. Securities and Exchange Commission
Division of Investment Management, Disclosure Review and Accounting
100 F Street, NE
Washington, DC 20549

  

 Re: Eagle Point Institutional Income Fund (811-23758) (the "Registrant")

  

 Dear Mr. Szilagyi:

  

 This letter responds to comments you provided
telephonically to Alexander C. Karampatsos and Antonio G. Fraone of Dechert LLP on Tuesday, April 1, 2025, with respect to your review
pursuant to the Sarbanes-Oxley Act of 2002 of the report filed on Form N-CSR and other filings for the Registrant, relating to the
fiscal year ended December 31, 2024. Unless explicitly provided, we understand that your comments are intended to apply to disclosure
in the Registrant's future filings. We have reproduced your comments below, followed by the Registrant's responses. Capitalized
terms used in this letter and not otherwise defined herein shall have the meanings specified in the report filed on Form N-CSR.

  

 1. Comment :      The Staff reminds
you that the Registrant and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review,
comments, action or absence of action by the Staff.

  

 Response : The Registrant acknowledges this
comment.

  

 2. Comment :      In connection
with Item 4(b) of Form N-CSR, please include a sufficient description of the nature of the services comprising the "Audit-Related
Fees" disclosed in the categories of services provided by the principal accountant for the last two fiscal years.

  

 Response : The "Audit-Related Fees" disclosed under this category were incurred in connection with the
Registrant's offering of its 8.125% Series A Term Preferred Shares due 2029 and filing of its registration statements. The
Registrant will revise the response to Item 4(b) of Form N-CSR in future filings.

  

 3. Comment :      In future filings,
please ensure the Registrant complies with the disclosure requirements of Item 24.4(e) & (f) of Form N-2.

  

 Response: The Registrant acknowledges this comment and will address it accordingly in future filings.

  

  
  

  

 May 9, 2025
Page 2

  

 4. Comment :      The title of
the individuals signing the certifications contained in Form N-CSR does not specifically include the title of principal executive
officer or principal financial officer. Please confirm in correspondence that the individuals who sign the certifications provided with
the filings on Form N-CSR are the principal executive officer and principal financial officer. Additionally, and going forward, please
confirm that the Registrant will include such titles in the certifications.

   

 Response : The Registrant confirms that Thomas P. Majewski and Kenneth P. Onorio serve as principal executive officer
and principal financial officer of the Registrant, respectively, and these titles will be reflected in future filings.

  

 5. Comment :      In connection
with the Registrant's filing on Form N-CSR, describe in correspondence the frequency that the "Due from Adviser"
account disclosed in the Consolidated Statement of Assets and Liabilities is settled. Include in the discussion whether the settlement
terms are the same terms as those for the payments to the Adviser.

  

 Response : Pursuant to an expense limitation and reimbursement agreement ("ELA") between the Adviser
and the Registrant, the Adviser may, but is not obligated to, provide expense support to the Registrant. Pursuant to the ELA, expense
support provided by the Adviser is subject to reimbursement from the Registrant for up to three years after such expense support was given
(subject to Board approval and certain other conditions described in the ELA).

  

 Between June 1, 2022 and December 31,
2023, the Adviser provided expense support to the Registrant under the ELA by not causing the Registrant to pay any of the management
and incentive fees that the Adviser earned under the investment advisory agreement for such period. This expense support is reflected
in the financial statements as an amount under "Due from Adviser" and an equal (and fully offsetting) recorded liability representing
earned but uncollected management and incentive fees for the same period. For the avoidance of doubt, the Registrant made no payments
to the Adviser for the period from June 1, 2022 to December 31, 2023. The Registrant confirms that the settlement terms for
the amount recorded in "Due from Adviser" are the same as those applicable to the amounts representing earned but uncollected
management and incentive fees. That is, such amounts would be settled at the time of any reimbursement payment to the Adviser or the expiration
of the three year period in which reimbursement may be sought. The Adviser did not provide any expense support to the Registrant under
the ELA for the fiscal year ended December 31, 2024.

  

  
  

  

 May 9, 2025
Page 3

  

 6. Comment :      The Staff notes
that information intended to be attached as part of Item G(1)(b)(ii) of Form N-CEN was included with the attachment pertaining
to the Independent Public Accountants Report on Internal Control. Please file an amended Form N-CEN that (1) removes the extraneous
information from the Independent Public Accountants Report on Internal Control; and (2) includes a separate attachment with the information
pertaining to Item G(1)(b)(ii) of Form N-CEN.
  

 Response : The Registrant has filed an amended Form N-CEN reflecting the Staff's comments.

  

 *                             *                             *

  

 Please do not hesitate to contact the undersigned
at (202) 261-3402 with any questions or comments concerning this correspondence.

  

 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

  
 Brooke A. Clark, Eagle Point Credit Management LLC

  
 Philip T. Hinkle, Dechert LLP

  
 Antonio G. Fraone, Dechert LLP

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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

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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

    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

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

April 9, 2024

        Alexander C. Karampatsos

    alexander.karampatsos@dechert.com

    +1 202 261 3402 Direct

    +1 617 275 8365 Fax

VIA
EDGAR

Mr. Trace Rakestraw

U.S. Securities and Exchange Commission

Office of Filings and Information Services

Branch of Registrations and Examinations

Mail Stop 0-25

100 F Street, NE

Washington, D.C. 20549

 Re: Eagle Point Enhanced Income Trust, et al.,
                                            File No. 812-15553

Dear Mr. Rakestraw,

We are writing in response to comments issued
by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) provided in a phone call on
March 14, 2024 to Alexander C. Karampatsos of Dechert LLP with respect to an application pursuant to Section 6(c) of the
Investment Company Act of 1940, as amended (the “1940 Act”) for an order of exemption from the provisions of Sections 18(a)(2),
18(c) and 18(i) thereunder, pursuant to Sections 6(c) and 23(c) of the 1940 Act for an order granting certain exemptions
from Rule 23c-3 thereunder and pursuant to Section 17(d) of the 1940 Act and Rule 17d-1 thereunder for an order permitting
certain arrangements, filed with the SEC on March 4, 2024 (the “Application”) on behalf of Eagle Point Enhanced Income
Trust, Eagle Point Institutional Income Fund, Eagle Point Credit Management LLC and Eagle Point Enhanced Income Management LLC (collectively,
the “Applicants”). On behalf of the Applicants, we have reproduced your comments below and provided the Applicants’
responses immediately thereafter. Capitalized terms have the meanings attributed to such terms in the Application.

 Comment
                            1: The
                                            Staff notes that the Application includes the expected share classes to be offered by Eagle
                                            Point Enhanced Income Trust but not for Eagle Point Institutional Income Fund. Please identify
                                            the share classes expected to be offered for Eagle Point Institutional Income Fund or explain
                                            why such share classes are not included.

 Response
                            1: The
                                            Applicants note that while Eagle Point Institutional Income Fund intends to offer additional
                                            classes of shares in the future, the expected name and number of share classes are not yet
                                            known.

 Comment
                            2: Please
                                            revise the language in the “Initial Funds—Statement of Facts”
                                            section as follows:

“If the relief requested herein
is granted, EPEIT intends to offer Class AA, Class A, Class C and Class I Shares pursuant to a continuous public
offering and EPIIF may offer additional classes of shares as discussed above pursuant to a continuous public offering.”

    Mr. Rakestraw

    April 9, 2024

    Page 2

 Response
                            2: The
                                            Applicants have revised the Application accordingly.

 Comment
                            3: Please
                                            cite to the precedent exemptive order for Cantor Fitzgerald Sustainable Infrastructure Fund,
                                            et al. in the Application.

 Response
                            3: The
                                            Applicants have revised the Application accordingly.

 Comment
                            4: Please
                                            revise the definition of “Advisers” in the “The Proposal”
                                            section to refer to each of Eagle Point Credit Management LLC and Eagle Point Enhanced Income
                                            Management LLC as an “Adviser” and together, the “Advisers”.

 Response
                            4: The
                                            Applicants have revised the Application accordingly.

These
changes will be reflected in the amended and restated Application (the “Amendment”), to be filed via EDGAR, along with a
.pdf file of the Amendment marked to indicate all changes. Should you have any questions regarding this letter, please contact Alexander
C. Karampatsos at 202.261.3402 (or by e-mail at Alexander.Karampatsos@dechert.com).

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 Hinkle, Dechert LLP

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

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

        Alexander C. Karampatsos

    alexander.karampatsos@dechert.com

    +1 202 261 3402 Direct

March 7, 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 Antonio G. Fraone of Dechert LLP on January 22, 2024 and that
Mr. Greenspan conveyed in a telephonic discussion with Alexander C. Karampatsos and Katherine T. Hurley of Dechert LLP on February 13,
2024 with respect 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 January 10, 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
Pre-Effective Amendment No. 1 to its Registration Statement, which reflects the disclosure changes discussed below.

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:      Under the “Consolidated Financial Highlights” section of
the prospectus, please provide hyperlinks to the semi-annual and annual shareholder reports.

Response:      The Fund has revised the disclosure to only refer to the Fund's most recent annual shareholder report and has updated the hyperlink accordingly.

 2. Comment:      Please revise the “Financial Statements” section of Item
25 under Part C of the Registration Statement to: (1) reference both the Fund’s most recent semi-annual and annual shareholder
reports under “Part A”; (2) revise “Part B” to “Part A and B”; or (3) remove
 “Part A” and strike the reference to “Part B” and retain the remaining disclosure.

    Mr. Szilagyi
Mr. Greenspan
March 7, 2024
Page 2

Response:      The
Fund has revised the disclosure to reference only the Fund’s annual shareholder report for its fiscal year ended December 31,
2023, which was filed on Form N-CSR on February 22, 2024.

Legal
Comments

 1. Comment:      Please consider including a legend in the Registration Statement with respect
to Rule 481(e) regarding dealer prospectus delivery obligations to the extent that the Rule is applicable.

Response:       The
Fund has revised the disclosure accordingly.

 2. Comment:      Please supplementally disclose if the Fund has presented any “test the
waters” materials to potential investors in connection with this offering.

Response:      The
Fund confirms that it has not presented any “test-the-waters” materials to potential investors in connection with this offering.

 3. Comment:      Under the “Risk Factors” section, please include a discussion that
the Adviser has wide discretion to invest in securities in equity, junior tranches or CLOs so long as the investments are consistent with
the Fund’s investment objectives.

Response:      The
Fund has revised the disclosure accordingly.

 4. Comment:      On the cover page, please add the following disclosure: “Prior to the
expected commencement of trading, the underwriters may, but are not obligated to, make a market in Series A Term Preferred Shares.”

Response:      The
Fund has revised the disclosure accordingly.

 5. Comment:      The Staff notes that disclosure regarding CLOs, which was included in the Fund’s
Registration Statement on Form N-2 for its common shares of beneficial interest (“Common Shares N-2”), was omitted from
the Registration Statement. Please supplementally explain the rationale for excluding the disclosure and consider restoring some of the
omitted disclosure, if applicable.

Response:      The
Fund notes that the referenced disclosure was voluntarily included in the Common Shares N-2 to provide investors with a more detailed
and technical background on the structure of CLOs. This disclosure was added for educational purposes and is not required by Form N-2.
The Fund respectfully submits that such disclosure is less relevant for an investor in the Fund’s Series A Term Preferred Shares,
which resemble a debt instrument from an economic perspective, than an investor in the Fund’s common shares, whose investment return
is directly correlated to the performance of the CLO asset class. Nevertheless, in response to this comment, the Fund has reinserted a
portion of the referenced disclosure in the Registration Statement to provide investors with additional context around the structure and
operations of CLOs and the Adviser’s investment process.

    Mr. Szilagyi
Mr. Greenspan
March 7, 2024
Page 3

 6. Comment:      Please supplementally confirm whether the Fund can rely on the co-investment
exemptive order that the SEC granted Eagle Point Credit Company Inc. on March 17, 2015. Eagle Point Credit Company Inc., et al. (File
No. 812-14330) Investment Company Act Rel. Nos. 31457 (February 18, 2015) (notice) and 31507 (March 17, 2015) (order).

Response:      The
Fund so confirms. The Fund also notes that it has applied for an amended order for co-investment exemptive relief on October 10,
2023.

 7. Comment:      In the “Risks of Investing in CLOs and Other Secured Debt Securities”
discussion, the Staff notes that the following disclosure appeared in the Fund’s Common Shares N-2 but was omitted from the Registration
Statement: “There is also a risk that the trustee of a CLO does not properly carry out its duties to the CLO, potentially resulting
in loss to the CLO. CLOs are also inherently leveraged vehicles and are subject to leverage risk.” Please explain the rationale
for the deletion.

Response:      The
Fund has revised the disclosure to include the omitted statement.

 8. Comment:      The Staff notes that “LIBOR Risk” was omitted from the Registration
Statement but was included in the Fund’s Common Shares N-2. Please explain the rationale for deleting the disclosure.

Response:      The
Fund believes that LIBOR Risk no longer rises to the level of materiality associated with the “Summary Risk Factors” section
of the Registration Statement given that the loan industry has already completed its transition to a replacement benchmark rate (generally,
CLO debt securities and most CLO underlying loans have transitioned to SOFR) and the Fund has limited indirect exposure to investments
linked to “synthetic LIBOR.” The Fund believes that the risk disclosures in “Risk Factors” section of the Registration
Statement adequately address the risks to the Fund associated with LIBOR and alternative reference rates. For consistency, the Fund intends
to revise the disclosure in the Common Shares N-2 in the regular course in connection with the Fund’s next annual registration statement
update (expected in April 2024).

 9. Comment:      With respect to “Other Investment Techniques,” please consider whether
hedging through the use of exchange-traded swaps or options should be considered a principal investment strategy of the Fund. If it is
a principal investment strategy, please update the disclosure accordingly.

Response:      The
Fund confirms that hedging is not a principal investment strategy of the Fund.

 10. Comment:      “Benchmark” in the “Benchmark Floor Risk” disclosure
is capitalized. Please consider defining this term or revising the disclosure.

    Mr. Szilagyi
Mr. Greenspan
March 7, 2024
Page 4

Response:      The
Fund has revised the disclosure accordingly.

 11. Comment:      With respect to investing in foreign entities, please confirm whether the Fund
intends to invest 10% or more of its asset in foreign securities. If so, please include additional risk disclosure relating to investing
in foreign securities.

Response:      The
Fund confirms that it does not presently intend to invest 10% or more of its assets in foreign investments and that investing in such
investments is not otherwise a principal investment strategy of the Fund. Accordingly, the Fund respectfully declines to make any changes
in response to this comment.

 12. Comment:      In the “Limits of Risk Disclosures” section, please include more
traditional disclosure addressing that there may be additional risks and uncertainties associated with investing in the Fund that are
not currently known.

Response:      The
Fund respectfully acknowledges the Staff’s comment. The Fund believes that its current disclosure sufficiently addresses the concerns
raised by the Staff. Nevertheless, the Fund has revised its disclosure in response to this comment.

 13. Comment:      Please add “or group of industries” after “any particular
industry” in paragraph 7 of the Fund’s “Fundamental Policies” consistent with Section 8(b)(1)(E) of
the 1940 Act.

Response:      The
Fund respectfully submits that the investment restriction relating to concentration is consistent with Section 8(b)(1)(E) of
the 1940 Act, and the Instruction to Item 8.2.b.(2) and Item 17.2.e of Form N-2, which provide that a fund must disclose its
policy with respect to concentrating investments in either a particular industry or a group of industries. Neither Section 8(b)(1)(E) of
the 1940 Act nor the instructions or requirements of Form N-2 require the Fund to disclose a policy not to concentrate
its investments with respect to both industries and groups of industries. Moreover, such a policy would be unworkable in
practice, as even the most diverse portfolio would have industry exposures that, when aggregated as a “group,” would exceed
25%. In addition, the Fund’s concentration policy is consistent with concentration policies of other fund complexes and other funds
within the Eagle Point fund complex. Accordingly, the Fund did not make any changes in response to this comment.

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