As filed with the U.S. Securities and
Exchange Commission on December 15, 2016
1933 Act File No. 333-205540
1940 Act File No. 811-22974
U.S. SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
x
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
¨
Pre-Effective Amendment No.
x
Post-Effective Amendment No. 10
and
x
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
x
Amendment No. 25
EAGLE POINT CREDIT COMPANY INC.
(Exact name of Registrant as specified
in charter)
20 Horseneck Lane
Greenwich, CT 06830
(Address of Principal Executive Offices)
(203) 340-8500
(Registrant’s telephone number, including
Area Code)
Thomas P. Majewski
20 Horseneck Lane
Greenwich, CT 06830
(Name and address of agent for service)
Copies of Communications to:
Thomas J.
Friedmann
Philip T. Hinkle
Dechert LLP
One International Place, 40
th
Floor
100 Oliver Street
Boston, Massachusetts 02110
(617) 728-7120
Approximate date
of proposed public offering
: As soon as practicable after the effective date of this Registration Statement.
If any securities being
registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan, check the following box.
x
It is proposed that
this filing will become effective (check appropriate box):
¨
when declared effective pursuant to section 8(c).
If appropriate, check
the following box:
¨
This post-effective amendment designates a new effective date for a previously filed registration statement.
¨
This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities
Act registration statement number of the earlier effective registration statement for the same offering is
EXPLANATORY NOTE
This
Post-Effective Amendment No. 10 to the Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974)
(the “Registration Statement”) of Eagle Point Credit Company Inc. (the “Registrant”) is being
filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for
the purpose of adding exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 10 consists
only of a facing page, this explanatory note and Part C of the Registration Statement. This Post-Effective Amendment No. 10
does not modify any other part of the Registration Statement and pursuant to Rule 462(d) under the Securities Act, shall
become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration
Statement are hereby incorporated by reference.
PART C — OTHER INFORMATION
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
1. Financial Statements:
The Index to Financial
Statements on page F-1 to the Registration Statement is hereby incorporated by reference.
2. Exhibits:
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(a)(1)
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Form of Certification of Incorporation
(3)
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(a)(2)
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Certificate of Designation for the 7.75% Series A Term Preferred Stock due 2022
(4)
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(a)(3)
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Certificate of Amendment to Certificate of Designation for the 7.75% Series A Term Preferred Stock due 2022
(15)
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(a)(4)
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Certificate of Designation for the 7.75% Series B Term Preferred Stock due 2026
(15)
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(a)(5)
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Certificate of Increase of Shares Designated as 7.75% Series B Term Preferred Stock due 2026
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(b)
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Second Amended and Restated Bylaws
(9)
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(c)
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Not applicable
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(d)(1)
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Indenture, dated December 4, 2015, by and between the Registrant and American Stock Transfer & Trust Company, LLC, trustee
(8)
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(d)(2)
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Form of Certificate of Designation for Preferred Stock
(6)
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(d)(3)
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Form of Subscription Certificate
(6)
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(d)(4)
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Form T-1 Statement of Eligibility of American Stock Transfer & Trust Company, LLC, as trustee, with respect to the Form of Indenture
(5)
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(d)(5)
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Form of Subscription Agent Agreement
(6)
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(d)(6)
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First Supplemental Indenture, dated December 4, 2015 by and between the Registrant and American Stock Transfer & Trust Company, LLC, trustee
(8)
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(e)
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Dividend Reinvestment Plan
(3)
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(f)
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Not applicable
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(g)
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Form of Investment Advisory Agreement by and between the Registrant and Eagle Point Credit Management LLC
(1)
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(h)(1)
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Form of Underwriting Agreement for Equity Securities
(6)
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(h)(2)
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Form of Underwriting Agreement for Debt Securities
(6)
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(h)(3)
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Underwriting Agreement, dated December 1, 2015 by and among the Registrant, Eagle Point Credit Management LLC, Eagle Point Administration LLC and Incapital LLC
(8)
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(h)(4)
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Underwriting Agreement, dated May 13, 2016 by and among the Registrant, Eagle Point Credit Management LLC, Eagle Point Administration LLC and Deutsche Bank Securities Inc.
(10)
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(h)(5)
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Underwriting Agreement, dated May 31, 2016 by and among the Registrant, Eagle Point Credit Management LLC, Eagle Point Administration LLC and Incapital LLC
(11)
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(h)(6)
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Underwriting Agreement, dated October 5, 2016 by and among the Registrant, Eagle Point Credit Management LLC, Eagle Point Administration LLC and Keefe, Bruyette & Woods, Inc.
(16)
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(h)(7)
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Underwriting Agreement, dated December 8, 2016 by and among
the Registrant, Eagle Point Credit Management LLC, Eagle Point Administration LLC and Keefe, Bruyette & Woods, Inc.
(17)
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(h)(8)
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Underwriting Agreement, dated December 12, 2016 by and among
the Registrant, Eagle Point Credit Management LLC, Eagle Point Administration LLC and Keefe, Bruyette & Woods, Inc.
(17)
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(i)
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Not applicable
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(j)
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Custody Agreement, dated as of July 20, 2016, among the Registrant and Wells Fargo Bank, National Association
(12)
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(k)(1)
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Form of Administration Agreement by and between the Registrant and Eagle Point Administration LLC
(1)
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(k)(2)
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Form of License Agreement between the Registrant and Eagle Point Credit Management LLC
(2)
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(k)(3)
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Form of Transfer Agency and Registrar Services Agreement between the Registrant and American Stock Transfer & Trust Company, LLC
(3)
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(k)(4)
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Services Agreement, dated November 1, 2014 by and among SS&C Technologies, Inc., the Registrant, Eagle Point Administration LLC and Eagle Point Credit Management LLC
(4)
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(k)(5)
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Securities Purchase Agreement, dated August 8, 2016 by and between the Registrant and each Buyer listed therein
(12)
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(k)(6)
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Securities Purchase Agreement, dated September 20, 2016 by and between the Registrant and Freestone Yield Fund LP
(14)
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(l)(1)
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Opinion and Consent of Counsel
(6)
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(l)(2)
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Opinion and Consent of Counsel
(8)
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(l)(3)
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Opinion and Consent of Counsel
(10)
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(l)(4)
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Opinion and Consent of Counsel
(11)
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(l)(5)
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Opinion and Consent of Counsel
(12)
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(l)(6)
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Opinion and Consent of Counsel
(14)
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(l)(7)
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Opinion and Consent of Counsel
(16)
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(l)(8)
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Opinion and Consent of Counsel
(17)
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(l)(9)
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Opinion and Consent of Counsel
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(m)
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Not applicable
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(n)
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Consent of Independent Registered Public Accounting Firm
(13)
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(o)
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Not applicable
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(p)
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Not applicable
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(q)
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Not applicable
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(r)(1)
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Code of Ethics of the Registrant
(2)
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(r)(2)
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Code of Ethics of Eagle Point Credit Management LLC
(10)
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(s)(1)
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Form of Prospectus Supplement for Common Stock Offerings
(6)
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(s)(2)
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Form of Prospectus Supplement for Preferred Stock Offerings
(7)
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(s)(3)
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Form of Prospectus Supplement for Subscription Rights Offerings
(6)
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(s)(4)
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Form of Prospectus Supplement for Debt Securities
(7)
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______________
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(1)
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Previously filed on June 6, 2014 with the Registrant’s Registration Statement on Form N-2 (File Nos. 333-196590 and 811-22974) and incorporated by reference herein.
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(2)
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Previously filed on July 7, 2014 with Pre-effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-196590 and 811-22974) and incorporated by reference herein.
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(3)
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Previously filed on September 30, 2014 with Pre-effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-196590 and 811-22974) and incorporated by reference herein.
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(4)
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Previously filed on May 12, 2015 with Pre-effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-202914 and 811-22974) and incorporated by reference herein.
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(5)
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Previously filed on August 11, 2015 with Pre-effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
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(6)
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Previously filed on November 5, 2015 with Pre-effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
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(7)
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Previously filed on November 23, 2015 with Pre-effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
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(8)
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Previously filed on December 4, 2015 with Post-effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
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(9)
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Previously filed on February 29, 2016 with the Registrant’s Semi-Annual Report on Form N-SAR (File No. 811-22974) and incorporated by reference herein.
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(10)
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Previously filed on May 17, 2016 with Post-effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
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(11)
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Previously filed on June 1, 2016 with Post-effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
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(12)
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Previously filed on August 10, 2016 with Post-effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
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(13)
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Previously filed on September 7, 2016 with Post-effective Amendment No. 6 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
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(14)
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Previously filed on September 26, 2016 with Post-effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
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(15)
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Previously filed on October 11, 2016 with the Registrant’s Form 8-A (File Nos. 001-36679) and incorporated by reference herein.
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(16)
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Previously filed on October 11, 2016 with Post-effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and incorporated by reference herein.
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(17)
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Previously filed on December 12, 2016 with Post-effective
Amendment No. 9 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205540 and 811-22974) and
incorporated by reference herein.
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ITEM 26. MARKETING ARRANGEMENTS
The information contained
under the heading “Plan of Distribution” in the prospectus that forms a part of this Registration Statement is incorporated
herein by reference.
ITEM 27. OTHER EXPENSES OF ISSUANCE
AND DISTRIBUTION
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SEC registration fee
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$
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30,210
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FINRA filing fee
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$
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45,500
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NYSE listing fee
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$
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60,000
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Rating agency fees
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$
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50,000
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Printing and postage
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$
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175,000
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Legal fees and expenses
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$
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1,300,000
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Accounting fees and expenses
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$
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1,000,000
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Miscellaneous
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$
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50,000
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Total
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$
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2,710,710
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Note: Except for the
SEC registration fee, the FINRA filing fee and the rating agency fee, all listed amounts are estimates.
ITEM 28. PERSONS CONTROLLED BY OR UNDER
COMMON CONTROL
Eagle Point Credit Company
Sub LLC, a Delaware limited liability company, is a wholly owned subsidiary of the Registrant and was included in the Registrant’s
consolidated financial statements as of September 30, 2016.
Eagle Point Credit Company
Sub (Cayman) Ltd., a Cayman Islands exempted company, is a wholly owned subsidiary of the Registrant and was included in the Registrant’s
consolidated financial statements as of September 30, 2016.
ITEM 29. NUMBER OF HOLDERS OF SECURITIES
The following table
sets forth the number of record holders of each class of the Registrant’s securities as of November 30, 2016:
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Title of Class
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Number of Record
Holders
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Common stock, par value $0.001 per share
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9
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7.75% Series A Term Preferred Stock due 2022, par value $0.001 per share
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1
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7.75% Series B Term Preferred Stock due 2026, par value $0.001 per share
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1
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7.00% Notes due 2020
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1
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ITEM 30. INDEMNIFICATION
Directors and Officers
As permitted by Section
102 of the General Corporation Law of the State of Delaware (the “DGCL”), the Registrant has adopted provisions in
its certificate of incorporation, as amended, that limit or eliminate the personal liability of its directors for a breach of their
fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors
exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director
will not be personally liable to the Registrant or its stockholders for monetary damages or breach of fiduciary duty as a director,
except for liability for: any breach of the director’s duty of loyalty to the Registrant or its stockholders; any act or
omission not in good faith or that involves intentional misconduct or a knowing violation of law; any act related to unlawful stock
repurchases, redemptions or other distributions or payment of dividends; or any transaction from which the director derived an
improper personal benefit. These limitations of liability do not affect the availability of equitable remedies such as injunctive
relief or rescission.
The Registrant’s
certificate of incorporation and bylaws provide that all directors, officers, employees and agents of the Registrant shall be entitled
to be indemnified by the Registrant to the fullest extent permitted by the DGCL, subject to the requirements of the Investment
Company Act of 1940, as amended (the “1940 Act”). Under Section 145 of the DGCL, the Registrant is permitted to offer
indemnification to its directors, officers, employees and agents.
Section 145(a) of the
DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation), because the person is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or
agent of any other enterprise. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person
acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation
and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s
conduct was unlawful.
Section 145(b) of the
DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment
in its favor because the person is or was a director, officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of any other enterprise, against any expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the
person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145(g) of the
DGCL provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of any other enterprise, against any liability asserted against the person in any such capacity,
or arising out of the person’s status as such, regardless of whether the corporation would have the power to indemnify the
person against such liability under the provisions of the law. We have obtained liability insurance for the benefit of our directors
and officers.
Adviser and Administrator
The Investment Advisory
Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason
of the reckless disregard of its duties and obligations, Eagle Point Credit Management LLC (the “Adviser”) and its
officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled
to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’
fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Investment
Advisory Agreement or otherwise as an investment adviser of the Registrant.
The Administration Agreement
provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless
disregard of its duties and obligations, Eagle Point Administration LLC (the “Administrator”) and its officers, managers,
agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification
from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably
paid in settlement) arising from the rendering of the Administrator’s services under the Administration Agreement or otherwise
as administrator for the Registrant.
Insofar as indemnification
for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Each Underwriting Agreement
provides that the underwriter agrees to indemnify, defend and hold harmless each of the Registrant, the Adviser and the Administrator,
and each of their respective partners, directors, trustees, managers, members and shareholders (as the case may be), and each officer
of the Registrant who signs the Registration Statement and each person, if any, who controls the Registrant, the Adviser and/or
the Administrator within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), from and against any loss, damage, expense, liability or claim (including the
reasonable cost of investigation) which, jointly or severally, the Registrant or any such person may incur under the Securities
Act, the Exchange Act, the 1940 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises
out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with
information concerning such sales agent furnished in writing by such sales agent to the Registrant expressly for use in this Registration
Statement (or in the Registration Statement as amended by any post-effective amendment hereof by the Registrant) or in the prospectus
(or any supplement thereto) contained in this Registration Statement, or arises out of or is based upon any omission or alleged
omission to state a material fact in connection with such information required to be stated in this Registration Statement or such
prospectus (or supplement thereto) or necessary to make such information not misleading.
The
Securities Purchase Agreements provide that each investor agrees to indemnify, defend and hold harmless each of the Registrant
and its affiliates, directors, officers and employees from and against any and all losses, claims, damages, liabilities and expenses
based on, arising out of or otherwise in respect of any material inaccuracy in, or material breach of, the representations and
warranties of such investor in the Securities Purchase Agreement.
The Registrant has entered
into indemnification agreements with its officers and directors. The indemnification agreements are intended to provide the Registrant’s
officers and directors the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement
provides that the Registrant shall indemnify the director who is a party to the agreement (an “Indemnitee”), including
the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made
a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the
Registrant.
ITEM 31. BUSINESS AND OTHER CONNECTIONS
OF INVESTMENT ADVISER
A description of any
other business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing director, director
or executive officer (other than Nauman S. Malik) of the Adviser, is or has been during the past two fiscal years, engaged in for
his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration
Statement in the sections entitled
“Management”
and
“The Adviser and the Administrator.
”
Mr. Malik joined the Adviser in June 2015 as General Counsel. Mr. Malik was previously an associate at Dechert LLP. Additional
information regarding the Adviser and its officers and directors is set forth in its Form ADV, as filed with the Securities and
Exchange Commission (SEC File No. 801-77721), under the Investment Advisers Act of 1940, as amended, and is incorporated herein
by reference.
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books,
and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the
offices of:
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(1)
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the Registrant, Eagle Point Credit Company Inc., 20 Horseneck
Lane, Greenwich, CT 06830;
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(2)
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the Transfer Agent and Trustee, American Stock Transfer
& Trust Company, LLC, 6201 15
th
Avenue, Brooklyn, NY 11219;
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(3)
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the Custodian, Wells Fargo Bank, National Association,
9062 Old Annapolis Rd, Columbia, MD 21045; and
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(4)
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the Adviser, Eagle Point Credit Management LLC, 20 Horseneck
Lane, Greenwich, CT 06830.
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ITEM 33. MANAGEMENT SERVICES
Not applicable.
ITEM 34. UNDERTAKINGS
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(1)
|
The Registrant undertakes
to suspend the offering of shares until the prospectus is amended if (1) subsequent to the effective date of its registration
statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration
statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.
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(3)
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In the event that the securities
being registered are to be offered to existing shareholders pursuant to rights, and any securities not taken by shareholders are
to be reoffered to the public, the Registrant undertakes to supplement the prospectus, after the expiration of the subscription
period, to set forth the results of the subscription offer, the transactions by underwriters during the subscription period, the
amount of unsubscribed securities to be purchased by underwriters, and the terms of any subsequent reoffering thereof; and further,
if any public offering by the underwriters of the securities being registered is to be made on terms differing from those set
forth on the cover page of the prospectus, to file a post-effective amendment to set forth the terms of such offering.
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(4)
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The Registrant undertakes:
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(a)
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to file, during any period
in which offers or sales are being made, a post-effective amendment to the registration statement: (1) to include any prospectus
required by Section 10(a)(3) of the 1933 Act; (2) to reflect in the prospectus any facts or events after the effective date of
the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement; and (3) to include any material information with
respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
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(b)
|
that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
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(c)
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to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
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(d)
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that, for the purpose of determining liability under the 1933 Act to any purchaser, if the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and
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(e)
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that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities: that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act; (2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and (3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
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(5)
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Registrant undertakes that:
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(a)
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for purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of the Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this Registration Statement as of the time it was declared effective; and
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(b)
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for purposes of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this
post-effective amendment no. 10 to the Registrant’s Registration Statement on Form N-2 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Greenwich, in the State of Connecticut, on the 15th day of December, 2016.
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EAGLE POINT CREDIT COMPANY INC.
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By:
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/s/ Thomas P. Majewski
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Name: Thomas P. Majewski
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Title: Chief Executive Officer
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Pursuant to the requirements
of the Securities Act of 1933, as amended, this post-effective amendment no. 10 to the Registrant’s Registration Statement
on Form N-2 has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Thomas P. Majewski
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Chief Executive Officer and Director
(Principal Executive Officer)
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December 15, 2016
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Thomas P. Majewski
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/s/ Kenneth P. Onorio
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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December 15, 2016
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Kenneth P. Onorio
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*
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Chairman of the Board of Directors
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December 15, 2016
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James R. Matthews
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*
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Director
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December 15, 2016
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Scott W. Appleby
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*
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Director
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December 15, 2016
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Kevin F. McDonald
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*
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Director
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December 15, 2016
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Paul E. Tramontano
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*
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Director
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December 15, 2016
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Jeffrey L. Weiss
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*By:
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/s/ Thomas P. Majewski
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Name: Thomas P. Majewski
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Title: Attorney-in-fact
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Exhibit (l)(9)
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One
International Place, 40th Floor
100 Oliver Street
Boston, MA 02110-2605
+1 617 728 7100 Main
+1 617 426 6567 Fax
www.dechert.com
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December 15, 2016
Eagle Point Credit Company Inc.
20 Horseneck Lane
Greenwich, CT 06830
Re:
Registration
Statement on Form N-2
Ladies and Gentlemen:
We have acted as counsel to Eagle Point Credit Company Inc.,
a Delaware corporation (the “
Company
”), in connection with the preparation and filing of a Registration Statement
on Form N-2 (File Nos. 333-205540 and 811-22974) as originally filed with the U.S. Securities and Exchange Commission (the “
Commission
”)
on July 7, 2015 under the Securities Act of 1933, as amended (the “
Securities Act
”), and under the Investment
Company Act of 1940, as amended (the “
Investment Company Act
”), and as subsequently amended on July 22, 2015,
August 11, 2015, September 11, 2015, November 5, 2015, November 23, 2015, December 4, 2015, May 17, 2016, June 1, 2016, June 21,
2016, August 10, 2016, September 7, 2016, September 26, 2016, October 11, 2016, December 13, 2016 and on or about the date hereof
(the “
Registration Statement
”), relating to the proposed issuance by the Company of up to 460,000 shares (the
“
Shares
”) of the Company’s 7.75% Series B Term Preferred Stock due 2026, par value $0.001 per share (the
“
Preferred Stock
”), including 60,000 shares that may be sold pursuant to the underwriters’ overallotment
option, to be sold to underwriters pursuant to an underwriting agreement substantially in the form filed as Exhibit (h)(8)
to the Registration Statement (the “
Underwriting Agreement
”). This opinion letter is being furnished to the
Company in accordance with the requirements of Item 25 of Form N-2 under the Investment Company Act, and no opinion is expressed
herein as to any matter other than as to the legality of the Shares.
In rendering the opinion expressed below, we have examined and
relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and
other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives
of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for rendering this opinion,
including the following documents:
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(i)
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the Registration Statement;
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(ii)
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the Underwriting Agreement;
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(iii)
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the Certificate of Incorporation of the Company;
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Eagle Point Credit Company Inc.
December 15, 2016
Page 2
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(iv)
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the Certificate of Designation for the Preferred Stock;
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(v)
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the Second Amended and Restated Bylaws of the Company;
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(vi)
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a certificate of good standing with respect to the Company issued by the Secretary of State of the State of Delaware as of
a recent date; and
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(vii)
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resolutions of the board of directors (the “
Board of Directors
”) of the Company relating to, among other
things, the authorization and issuance of the Shares.
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As to the facts upon which this opinion is based, we have relied,
to the extent we deem proper, upon certificates of public officials and certificates and written statements of officers, directors,
employees and representatives of the Company.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents
submitted to us as copies. In addition, we have assumed (i) the legal capacity of natural persons and (ii) the legal power and
authority of all persons signing on behalf of the parties to all documents (other than the Company).
On the basis of the foregoing and subject to the assumptions
and qualifications set forth in this letter, we are of the opinion that when (i) the Underwriting Agreement has been duly executed
and delivered by the parties thereto and (ii) the Shares are (a) issued and delivered against receipt by the Company of payment
therefor of such lawful consideration as the Board of Directors (or a duly authorized committee thereof) may lawfully determine
and at a price per Share not less than the par value per Share as contemplated by the Registration Statement and the prospectus
contained therein and in accordance with the terms of the Underwriting Agreement and (b) if applicable, countersigned by the transfer
agent, the Shares will be validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the General Corporation
Law of the State of Delaware and judicial interpretations thereof. We are members of the bar of the State of New York.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus
which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Dechert LLP
Dechert LLP