UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a)of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | x |
| Filed by Party other than the Registrant | ¨ |
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | ||
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | ||
| x | Definitive Proxy Statement | ||
| ¨ | Definitive Additional Material | ||
| ¨ | Soliciting Material Pursuant to Rule14a-12 |
EAGLE POINT INSTITUTIONAL INCOME FUND
(Name of Registrant as Specified in its Charter)
(Name of Person(s)Filing Proxy Statement,If Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | ||
| ¨ | Fee paid previously with preliminary materials. | ||
| ¨ | Fee computed on table in exhibit required by Item 25(b)per Exchange Act Rules14a-6(i)(1)and 0-11. |
EAGLE POINT INSTITUTIONAL
INCOME FUND
600 Steamboat Road, Suite202
Greenwich, CT 06830
April7, 2025
Dear Shareholder:
You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the Meeting) of Eagle Point Institutional Income Fund (the Fund) to be held on Friday, May23, 2025, at 8:30 a.m., Eastern Time, at 600 Steamboat Road, Suite202, Greenwich, CT 06830.
The Notice of the Annual Meeting of Shareholders and the Proxy Statement accompanying this letter describe the business to be conducted at the Meeting. At the Meeting, holders of the Funds outstanding common shares of beneficial interest and the Funds outstanding preferred shares of beneficial interest, voting together as a single class, will be asked to elect two trustees of the Fund.
It is important that your shares be represented at the Meeting. If you are unable to attend the Meeting in person, please complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. Your vote is important.
Sincerely yours,
/s/ Thomas P. Majewski
Thomas P. Majewski, Chief Executive Officer
IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY23, 2025
The Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December31, 2024, are available at www.epiif.com .
In addition, copies of the Funds most recent annual and semi-annual report, including financial statements, have previously been transmitted to the Funds shareholders. The Fund will furnish to any shareholder upon request, without charge, an additional copy of the Funds most recent annual report and semi-annual report to shareholders. Annual reports and semi-annual reports to shareholders may be obtained by writing to Courtney Fandrick, Secretary, Eagle Point Institutional Income Fund, 600 Steamboat Road, Suite202, Greenwich, CT 06830, by calling toll-free (844) 810-6501 or by visiting the Funds website at www.epiif.com .
The following information applicable to the Meeting is found in the Proxy Statement and accompanying proxy card:
| The date, time and location of the meeting; | ||
| A list of the matters intended to be acted on and the recommendation of the Funds Board of Trustees regarding those matters; and | ||
| Any control/identification numbers that you need to access your proxy card, as applicable. |
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Eagle Point Institutional Income Fund (the Fund):
Notice is hereby given that
an Annual Meeting of Shareholders of the Fund (the Meeting) will be held at the offices of the Fund at 600 Steamboat Road,
Suite202, Greenwich, CT 06830, on Friday, May23, 2025 at 8:30 a.m., Eastern Time.
At the Meeting, you will
be asked to elect two (2)trustees of the Fund, as outlined below and more fully described in the accompanying Proxy Statement:
The Board of Trustees of
the Fund has fixed the close of business on March31, 2025, as the record date for the determination of shareholders of the Fund
entitled to receive notice of, and to vote at, the Meeting or any adjournment(s)or postponement(s)thereof. The enclosed proxy
is being solicited on behalf of the Board of Trustees of the Fund. This Notice of Annual Meeting of Shareholders, this Proxy Statement
and the enclosed proxy card are first being sent to shareholders on or about April7, 2025.
By order of the Board of Trustees of the Fund
/s/
Courtney B. Fandrick
Courtney B. Fandrick
Greenwich, CT
April7, 2025
It is important that your shares be represented
at the Meeting in person or by proxy, no matter how many shares you own. If you do not expect to attend the Meeting, please complete,
date, sign and return the enclosed proxy in the accompanying envelope, which requires no postage if mailed in the United States. Please
mark and mail your proxy promptly in order to save any additional costs of further proxy solicitations and in order for the Meeting to
be held as scheduled. If you have any questions regarding the proxy materials please call (844) 810-6501.
EAGLE POINT INSTITUTIONAL INCOME FUND
PROXY
STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
April7, 2025
This Proxy Statement is furnished
in connection with the solicitation by the Board of Trustees (the Board, and each member, a Trustee) of the
holders of the shares of beneficial interest (the Shareholders) of Eagle Point Institutional Income Fund (the Fund,
we, us or our) of proxies to be voted at the 2025 Annual Meeting of Shareholders (the Meeting)
and any adjournment(s)or postponement(s)thereof. The Meeting will be held at our offices, which are located at 600 Steamboat
Road, Suite202, Greenwich, CT 06830, on Friday, May23, 2025, at 8:30 a.m., Eastern Time. The Notice of Annual Meeting of Shareholders
(the Notice), this Proxy Statement and the enclosed proxy card are first being sent to Shareholders on or about April7,
2025. A copy of the Funds Annual Report to Shareholders for the fiscal year ended December31, 2024 (the Annual Report),
was previously transmitted to the Shareholders and is also available to Shareholders, without charge, upon request by writing to Courtney
Fandrick, Secretary, Eagle Point Institutional Income Fund, 600 Steamboat Road, Suite202, Greenwich, CT 06830, by calling (844)
810-6501 or by visiting the Funds website at
www.epiif.com
.
The Board has fixed the close
of business on March31, 2025, as the record date (the Record Date) for the determination of Shareholders entitled
to receive notice of, and to vote at, the Meeting. The Meeting is scheduled as a meeting of all Shareholders. As of the Record Date, 12,423,963
shares of the Funds common shares of beneficial interest (the Common Shares), were issued and outstanding and 1,400,000
shares of the Funds 8.125% SeriesA Term Preferred Shares due 2029, par value $0.001 per share (the Preferred Shares),
were issued and outstanding.
Shareholders of record may
vote by mail by returning a properly executed proxy card or in person by attending the Meeting. Common Shares and Preferred Shares represented
by duly executed and timely delivered proxies will be voted as instructed on the proxy.
If you execute and return the enclosed proxy
and no vote is indicated, your proxy will be voted FOR the proposal described in this Proxy Statement (as applicable).
At any time before it has
been voted, your proxy may be revoked in one of the following ways: (1)by a signed, written letter of revocation delivered on any
business day before the date of the Meeting to the Secretary of the Fund at 600 Steamboat Road, Suite202, Greenwich, CT 06830, (2)by
properly completing and executing a later-dated proxy and returning it in time to be received before the Meeting, or (3)by attending
the Meeting and voting in person. Please call (844) 810-6501 for information on how to obtain directions to attend the Meeting and vote
in person.
1
Purpose of Meeting
At the Meeting, Shareholders will be asked to
elect two (2)Trustees, as outlined below:
Quorum
A quorum must be present
at the Meeting for any business to be conducted. The presence at the Meeting, in person or by proxy, of a majority of the votes entitled
to be cast at the Meeting will constitute a quorum. Proxies that reflect abstentions will be treated as shares present for quorum purposes.
In addition, shares held of record by brokers or nominees as to which voting instructions have not been received from the beneficial owners
or the persons entitled to vote, and the broker or nominee does not otherwise have discretionary power to vote on non-routine matters
(broker non-votes), will be treated as shares present for quorum purposes.
Vote Required
The Shareholders of record
on the Record Date will be entitled to one vote per share on each matter to which they are entitled to vote and that is to be voted on
by Shareholders, and a fractional vote with respect to fractional shares, with no cumulative voting rights in the election of Trustees.
Votes cast by proxy or in person at the Meeting will be counted by the Funds proxy tabulation firm.
The election of a Trustee
requires the affirmative vote of a plurality of the shares voted at the Meeting in person or by proxy. Therefore, the nominees who receive
the highest number of votes FOR, up to the number of Trustees to be elected, will be elected.
If you vote WITHHOLD
with respect to a nominee, your shares will not be voted with respect to the person indicated. Such abstentions will not be included in
determining the number of votes cast and, as a result, will have no effect on the election. No broker non-votes are anticipated
with respect to the proposal. However, any broker non-votes received will not be included in determining the number of votes
cast and, as a result, will have no effect on the proposal.
If you execute and return the enclosed proxy and no vote is indicated,
your proxy will be voted FOR the proposal described in this Proxy Statement (as applicable).
2
Adjournment
The Meeting, whether or not
a quorum is present, may be adjourned by the Chair, the Trustees (or their designees) or a majority of the votes properly cast upon the
question of adjourning a meeting. Any adjourned Meeting may be held as adjourned one or more times without further notice not later than
one hundred and twenty (120) days after the Record Date.
Additional Information
The Fund will bear the expense
of the solicitation of proxies for the Meeting, including the cost of preparing, printing and mailing this Proxy Statement, the accompanying
Notice and the enclosed proxy card. The Fund intends to use the services of Equiniti Trust Company, LLC, a transfer agent to the Company,
and Broadridge Financial Solutions,Inc., a provider of investor communications solutions, to aid in the distribution and collection
of proxy votes. The Fund expects to pay market rates for such services. We have requested that brokers, nominees, fiduciaries and other
persons holding Common Shares or Preferred Shares in their names, or in the name of their nominees, which are beneficially owned by others,
forward the proxy materials to, and obtain proxies from, such beneficial owners. We will reimburse such persons for their reasonable expenses
in so doing. In addition, proxies may be solicited in person and/or by telephone, mail or facsimile transmission by Trustees or officers
of the Fund, officers or employees of Eagle Point Credit Management LLC, our investment adviser (the Adviser), Eagle Point
Administration LLC, our administrator (the Administrator), and/or by a retained solicitor. No additional compensation will
be paid to such Trustees, officers or regular employees for such services. If the Fund retains a solicitor, the Fund has estimated that
it would pay approximately $15,000 for such services. If the Fund engages a solicitor, you could be contacted by telephone on behalf of
the Fund and urged to vote.
As of the date of this Proxy
Statement, the Board, the Funds officers and the Adviser know of no business to come before the Meeting other than as set forth
in the Notice. If any other business is properly brought before the Meeting, the persons named as proxies will vote in their sole discretion.
3
PROPOSAL: ELECTION OF TRUSTEES
The
Board is currently comprised of six (6)Trustees, four (4)of whom are not interested persons (as defined in the
Investment Company Act of 1940, as amended (the 1940 Act)) of the Fund, and meet the independence requirements of Rule10A-3
of the Securities Exchange Act of 1934, as amended (the Exchange Act) and the New York Stock Exchange listing rules(the
Independent Trustees). The Board is divided into three classes with the term of only one class expiring at each annual meeting.
Classes I,II and III are each comprised of two (2)Trustees.
The
Nominating Committee (the Nominating Committee) of the Fund and the Board have recommended Messrs.Appleby and Weiss
for election as ClassI Trustees by the Shareholders. Accordingly, at the Meeting, the holders of Common Shares and Preferred Shares,
voting together as a single class, are being asked to elect Messrs.Appleby and Weiss as ClassI Trustees, each to serve until
the 2028 annual meeting of shareholders or until his respective successor is duly elected and qualifies.
Messrs.Appleby
and Weissare currently serving as ClassI Trustees and have agreed to continue to serve as ClassI Trustees, if elected.
If either Mr.Appleby or Mr.Weissis not available for election at the time of the Meeting, the persons named as proxies
will vote for such substitute nominee(s)as the Nominating Committee and the Board may select. The Board has no reason to believe
that either Mr.Appleby or Mr.Weisswill be unable or unwilling to serve.
A
Shareholder can vote FOR, or WITHHOLD its vote with respect to, any nominee.
In the absence of instructions
to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of each nominee.
THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE
FOR
THE ELECTION OF EACH NOMINEE.
Information about
the Board
Our
Board is responsible for the overall management and supervision of our business and affairs, including the appointment of advisers and
sub-advisers. Our Board may appoint officers who assist in managing our day-to-day affairs. Effective upon and following the occurrence
of the listing of the Funds Preferred Shares on the New York Stock Exchange, the Board was divided into three classes, pursuant
to our Declaration of Trust. The term of only one class expires at each annual meeting of the shareholders.
ClassI
Trustees.
Messrs.Scott W. Appleby and Jeffrey L. Weiss are currently serving as ClassI Trustees.
Messrs.Appleby and Weiss were most recently elected to serve as Trustees by the Funds initial shareholder in 2022 with a
term expiring at the Meeting. Messrs.Appleby and Weiss will continue to serve as ClassI Trustees if elected at the Meeting.
If elected at the Meeting, their term would expire at the 2028 annual meeting of shareholders.
ClassII
Trustees.
Messrs.James R. Matthews and Paul E. Tramontano are currently serving as ClassII Trustees.
Messrs.Matthews and Tramontano were most recently elected to serve as Trustees by the Funds initial shareholder in 2022.
Their term expires at the 2026 annual meeting of shareholders.
ClassIII
Trustees.
Messrs.Thomas P. Majewski and Kevin F. McDonald are currently serving as ClassIII Trustees.
Messrs.Majewski and McDonald were most recently elected to serve as Trustees by the Funds initial shareholder in 2022. Their
term expires at the 2027 annual meeting of shareholders.
4
Board
Leadership Structure.
Currently, the Board consists of six (6)Trustees, four (4)of whom are Independent
Trustees and two (2)of whom are interested persons of the Fund as defined in the 1940 Act. Each Independent Trustee
also meets the definition of independent director in the corporate governance standards of the New York Stock Exchange as
applicable to closed-end management investment companies.
The
Board has appointed Thomas P. Majewski as Chair. The Chair presides at meetings of the Board and may call meetings of the board and any
committee whenever he deems necessary. The Chair participates in the preparation of the agenda for meetings of the Board and the identification
of information to be presented to the Board with respect to matters to be acted upon by the Trustees. The Chair also acts as a liaison
with our management, officers and attorneys and the other Trustees generally between meetings. The Chair may perform such other functions
as may be requested by the Board from time to time. Except for any duties specified pursuant to our Declaration of Trust or bylaws, or
as assigned by the Board, the designation of a Trustee as Chair does not impose on that Trustee any duties, obligations or liability that
are greater than the duties, obligations or liability imposed on any other Trustee, generally.
Jeffrey
L. Weiss serves as Lead Independent Trustee. The Lead Independent Trustee generally acts as a liaison between the other Independent Trustees
and our management, officers and attorneys between meetings of the Board. The Lead Independent Trustee may perform such other functions
as may be requested by the Board from time to time. Except for any duties specified pursuant to our Declaration of Trust or bylaws, or
as assigned by the Board, the designation of a Trustee as Lead Independent Trustee does not impose on that Trustee any duties, obligations
or liability that are greater than the duties, obligations or liability imposed on any other Trustee, generally.
The
Board believes that this leadership structure is appropriate because it allows the Board to exercise informed judgment over matters under
its purview, and it allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that
enhances effective oversight. The Board also believes that having a majority of Independent Trustees is appropriate and in the best interest
of our Shareholders. Nevertheless, the Board also believes that having interested persons serve on the Board brings corporate and financial
viewpoints that are, in the Boards view, crucial elements in its decision-making process. In addition, the Board believes that
Thomas P. Majewski, Managing Partner and founder of the Adviser, provides the Board with the Advisers perspective in managing and
sponsoring us. The leadership structure of the Board may be changed, at any time and in the discretion of the Board, including in response
to changes in circumstances or our characteristics.
The
Board has established two standing committees to facilitate oversight of the management of the Fund: the Audit Committee and the Nominating
Committee. The functions and roles of each committee are described below under the section
Board Committees and Meetings
.
The membership of each committee consists of all of the Independent Trustees, which the Board believes allows them to participate in the
full range of the Boards oversight duties. Interested Trustees are generally permitted to attend and participate in committee meetings,
as appropriate.
Risk
Oversight.
As a registered investment company, we are subject to a variety of risks, including investment risks,
financial risks, compliance risks and operational risks. As part of its overall activities, the Board oversees the management of our risk
management structure by various departments of the Adviser and the Administrator, as well as by our Chief Compliance Officer (CCO).
The responsibility to manage our risk management structure on a day-to-day basis is subsumed within the Advisers overall investment
management responsibilities. The Adviser has its own, independent interest in risk management.
The
Board recognizes that it is not possible to identify all of the risks that may affect us or to develop processes and controls to eliminate
or mitigate their occurrence or effects. The Board discharges risk
5
oversight as part of its overall activities. In addressing issues regarding
our risk management between meetings, appropriate representatives of the Adviser communicate with the Chair of the Board, the relevant
committee chair or our CCO, who is directly accountable to the Board. As appropriate, the Chair and the committee chairs confer among
themselves, with our CCO, the Adviser, other service providers and external fund counsel to identify and review risk management issues
that may be placed on the full Boards agenda and/or that of an appropriate committee for review and discussion with management.
Information about the Trustees and Nominees
T
he
following table provides information concerning the Trustees/Trustee nominees.
ClassI Trustee Nominees
Scott W. Appleby
Since inception;
Term expires 2025 (2028 if elected)
Since inception;
Term expires 2025 (2028 if elected)
Trustees Not
Up for Election at the Meeting
Independent
Trustees
Kevin F. McDonald
Since inception;
Term expires 2027
6
Paul E. Tramontano
Since inception;
Term expires 2026
Executive Managing Director at Cresset Asset
Management and Board Member since April2023; Senior Managing Director and Portfolio Manager at First Republic Investment Management
from October2015 to April2023.
Interested Trustees
Thomas P. Majewski
(2)
Since inception;
Term expires 2027
7
Since inception;
Term expires 2026
Each of the Trustees also
serves on the board of directors of Eagle Point Credit Company Inc., the board of directors of Eagle Point Income Company Inc., the board
of trustees of Eagle Point Enhanced Income Trust and the board of trustees of Eagle Point Defensive Income Trust, each of which is a closed-end
management investment company registered under the 1940 Act which is part of the same fund complex as us.
Other than with respect to
the Fund, Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income Trust and Eagle Point Defensive
Income Trust, none of the Trustees serves, nor have they served during the last five years, on the board of directors of another company
with a class of securities registered pursuant to Section12 of the Exchange Act (or subject to the reporting requirements of Section15(d)of
the Exchange Act), or registered as an investment company under the 1940 Act (including any other companies in a fund complex with us).
The following table states
the dollar range of equity securities of the Fund beneficially owned as of the Record Date by each Trustee and Trustee nominee.
Interested Trustees
Independent Trustees
8
The Fund Complex includes the
Fund, Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income Trust and Eagle Point Defensive Income
Trust.
To the knowledge of the Fund,
as of the Record Date, none of the Independent Trustees or their immediate family members owned securities of the Adviser or a person
(other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the Adviser.
Compensation
.As
compensation for serving on the Board, each Independent Trustee receives annual cash retainer fees and annual fees for serving as a committee
chair, determined based on the Funds net asset value attributable to the shares of beneficial interest and the paid-in, or stated,
capital of the preferred shares of beneficial interest as of the beginning of each fiscal quarter.
Trustees do not currently
receive any pension or retirement benefits from the Fund.
Each Trustee who is a director,
officer, partner, member or employee of the Adviser, or of any entity controlling, controlled by or under common control with the Adviser,
including any Trustee who is an interested person (as such term is defined in the 1940 Act) of the Fund, serves without
any compensation from the Fund.
The following table provides
information concerning the compensation paid to the Trustees during the fiscal year ended December31, 2024.
Independent
Trustees
Interested
Trustee
1
Includes $13,250, $12,500, $12,500, and $15,000 relating to the year ended December31, 2023,
that was payable to each of Mr.Appleby, Mr.McDonald, Mr.Tramontano and Mr.Weiss, respectively, as of December31,
2023, and paid during the fiscal year ended December31, 2024; does not reflect $13,250, $12,500, $12,500, and $15,000 paid to each
of Mr.Appleby, Mr.McDonald, Mr.Tramontano and Mr.Weiss, respectively, relating to the year ended December31,
2024, that was paid after the year ended December31, 2024.
2
The Fund Complex includes the Fund, Eagle Point Credit Company Inc., Eagle Point
Income Company Inc., Eagle Point Enhanced Income Trust and Eagle Point Defensive Income Trust.
3
Includes $95,750, $90,000, $90,000 and $103,750 relating to the year ended December31,
2023, that was payable to each of Mr.Appleby, Mr.McDonald, Mr.Tramontano and Mr.Weiss, respectively, as of December31,
2023, and paid during the year ended December31, 2024; does not reflect $122,250, $120,000, $115,000 and $128,750 paid to each of
Mr.Appleby, Mr.McDonald, Mr.Tramontano and Mr.Weiss, respectively, relating to the year ended December31,
2024, that was paid after the year ended December31, 2024.
9
Trustee
Qualifications.
Although the Nominating Committee has general criteria that guides its choice of candidates
to serve as Independent Trustees, there are no specific required qualifications for Board membership. See
Board
Committees and MeetingsNominating Committee
. The Board believes that the different perspectives, viewpoints,
professional experience, education and individual qualities of each Trustee represent a diversity of experiences and a variety of complementary
skills. When considering potential nominees to fill vacancies on the Board, and as part of its annual self-evaluation, the Board reviews
the mix of skills and other relevant experiences of the Trustees.
In respect of each current
Trustee, the individuals substantial professional accomplishments and prior experience, including, in some cases, in fields related
to the operations of the Fund, were a significant factor in the determination by the Board that the individual is qualified to serve as
a Trustee. The following is a summary of various qualifications, experiences and skills of each Trustee (in addition to business experience
during the past five years set forth in the table above) that contributed to the Boards conclusion that an individual is qualified
to serve on the Board. References to qualifications, experiences and skills are not intended to hold out the Board or individual Trustees
as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the
Board by reason thereof.
Independent Trustees
Scott
W. Appleby (Nominee)
.
Mr.Appleby is the President of Appleby Capital,Inc. and has more than
25 years of banking experience at Appleby Capital, Deutsche Bank, Robertson Stephens, ABN Amro and Paine Webber. As a senior equity analyst,
Mr.Appleby has written on global exchanges, alternative asset managers and financial technology. Mr.Appleby was also one of
the first Internet analysts and, in 1997, the first analyst to cover the electronic brokerage industry. Mr.Appleby remains an active
writer and speaker on financial technology and Wall Street trends. Mr.Appleby serves on a number of private company and community
boards. Mr.Appleby holds an M.B.A. from Cornell University and a B.S. from the University of Vermont.
Mr.Appleby also serves
as an independent director of Eagle Point Credit Company Inc. and Eagle Point Income Company Inc. and independent trustee of Eagle Point
Enhanced Income Trust and Eagle Point Defensive Income Trust. He is a member of the audit committee and the chair of the nominating committee
of each of the board of directors/trustees of Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income
Trust, and Eagle Point Defensive Income Trust.
Kevin
F. McDonald.
Mr.McDonald is the Chief Operating Officer of AltaRock Partners as of January2019.
Mr.McDonald previously served as Director of Business Development and Investor Relations of Folger Hill Asset Management, LP from
December2014 to July2018. Mr.McDonald was a Principal of Taylor Investment Advisors, LP, which he co-founded, from 2002
to March2017, and served as the Chief Executive Officer from 2006 to December2014. Previously, Mr.McDonald was a Director
at Larch Lane Advisors LLC from 1999 to 2001. Mr.McDonald was a Vice President in the futures and options group at JP Morgan Securities
from 1994 to 1999 and served as an Assistant Treasurer and proprietary fixed-income trader at BSI Bank (subsidiary of Generali S.P.A.)
from 1991 to 1994. Mr.McDonald began his career at Chemical Bank in 1989 where he was a credit analyst in the corporate finance
group. Mr.McDonald holds a B.A. from the University of Virginia.
Mr.McDonald
also serves as an independent director of Eagle Point Credit Company Inc.
and Eagle Point Income Company Inc. and independent trustee
of Eagle Point Enhanced Income Trust and Eagle Point Defensive Income Trust. He is a member of the audit committee and nominating committee
of each of the board of directors/trustees of Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income
Trust and Eagle Point Defensive Income Trust.
10
Paul
E. Tramontano
.
Mr.Tramontano has served as Executive Managing Director at Cresset Asset Management,
LLC and Board Member since April2023. From October2015 to April2023, Mr.Tramontano was a Senior Managing Director
and Wealth Manager at First Republic Investment Management. Prior to joining First Republic Investment Management, Mr.Tramontano
was the founder and Co-Chief Executive Officer at Constellation Wealth Advisors LLC for eight years and was responsible for managing the
firms East Coast operations as well as serving on both the investment and executive management committees. Prior to forming Constellation
Wealth Advisors, Mr.Tramontano spent 17 years at Citi Smith Barney, most recently as a Managing Director and Senior Advisor of Citi
Family Office. Mr.Tramontano holds a B.S. from Villanova University and attended the Certified Investment Management program at
the Wharton School of Business at the University of Pennsylvania.
Mr.Tramontano also
serves as an independent director of Eagle Point Credit Company Inc. and Eagle Point Income Company Inc. and independent trustee of Eagle
Point Enhanced Income Trust and Eagle Point Defensive Income Trust. He is a member of the audit committee and nominating committee of
each of the board of directors/trustees of Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income
Trust, and Eagle Point Defensive Income Trust.
Jeffrey
L. Weiss (Nominee)
.
Mr.Weiss has served as the Managing Partner of Colter Lewis Investment Partners
LLC since January2018 and is also a private investor (since 2012). Mr.Weiss is a former Managing Director at Lehman Brothers
and Barclays, where he also held a number of senior leadership positions. From 2008 to 2012, Mr.Weiss served as Global Head of Financial
Institutions at Barclays. Prior to joining Barclays, Mr.Weiss spent 25 years with Lehman Brothers, most recently as a Managing Director.
From 2005 to 2008, Mr.Weiss served on the management committee of Lehman Brothers and from 2007 to 2008 Mr.Weiss was responsible
for the financial institutions group businesses at Lehman Brothers. Mr.Weiss holds a B.S. from the University of Wisconsin.
Mr.Weiss also serves
as an independent director of Eagle Point Credit Company Inc. and Eagle Point Income Company Inc. and independent trustee of Eagle Point
Enhanced Income Trust and Eagle Point Defensive Income Trust. He is a member of the nominating committee and the chair of the audit committee
of each of the board of directors/trustees of Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income
Trust, and Eagle Point Defensive Income Trust.
Interested Trustees
Thomas
P. Majewski.
Mr.Majewski is Founder and Managing Partner of the Adviser. He manages the Adviser
and its affiliates (Eagle Point or the firm), oversees all of the firms investment offerings and is
the lead Portfolio Manager for Eagle Points multi-credit strategies. Mr.Majewski is Chairman of the firms Investment
Committee.
Mr.Majewski
has 30 years of experience in credit and structured finance. He led the creation of some of the earliest refinancing CLOs, pioneering
techniques that are now commonplace in the market. Prior to founding Eagle Point in 2012, Mr.Majewski held leadership positions
within the fixed income divisions at J.P. Morgan, Merrill Lynch, Bear Stearns and Royal Bank of Scotland. He was the US Country Head at
AMP Capital/AE Capital, where he oversaw a diverse portfolio of credit and other private investments on
11
behalf of Australian investors.
Mr.Majewski began his career in the securitization group at Arthur Andersen.
Mr.Majewski
earned a BS in Accounting from Binghamton University.
Mr.Majewski also serves as director and
Chief Executive Officer of Eagle Point Credit Company Inc., Chair of the Board of Directors and Chief Executive Officer of Eagle Point
Income Company Inc. and trustee, Chief Executive Officer, and Principal Executive Officer of each of Eagle Point Enhanced Income Trust
and Eagle Point Defensive Income Trust.
James
R. Matthews
.
Mr.Matthews is currently a Managing Director of Stone Point (since October2011).
Mr.Matthews is a member of the Advisers Board of Managers. He joined Stone Point from Evercore Partners Inc., where he was
a Senior Managing Director and Co-Head of Private Equity. From 2000 to 2007, Mr.Matthews was with Welsh, Carson, Anderson
Stowe, where he was a General Partner and focused on investments in the information services and business services sectors.
Previously, Mr.Matthews
was a General Partner of J.H. Whitney Co. and started his career as an Analyst in the mergers and acquisitions group of Salomon
Brothers Inc. Mr.Matthews is a director of various portfolio companies of the Trident Funds, including Alliant Insurance Services,Inc.,
HireRight Holdings Corporation, Private Client Select Insurance Services, LLC, Safety TopCo Holdings GP LLC (dba SambaSafety), and Trident
AV Holdings, L.P. (dba Verisys).Mr.Matthews holds a B.S. from Boston College and an M.B.A. from the Harvard Graduate School of Business
Administration.
Mr.Matthews also serves
as chair of the board of directors of Eagle Point Credit Company Inc., director of Eagle Point Income Company Inc. and as a trustee of
Eagle Point Enhanced Income Trust and Eagle Point Defensive Income Trust.
Board Committees and
Meetings
The
Board has established two standing committees to facilitate oversight of the management of the Fund: the Audit Committee and the Nominating
Committee.
Audit
Committee
.
The members of the Audit Committee are Messrs.Appleby, McDonald, Tramontano and Weiss,
each of whom is an Independent Trustee. Each member of the Audit Committee is nancially literate with at least one having accounting
or nancial management expertise. The Board has adopted a written charter for the Audit Committee. The Audit Committee recommends
to the full Board the independent registered public accounting rm for us, oversees the work of the independent registered public
accounting rm in connection with the Funds audit, communicates with the independent registered public accounting rm
on a regular basis and provides a forum for the independent registered public accounting rm to report and discuss any matters it
deems appropriate at any time. The Audit Committee also functions as the qualified legal compliance committee of the Fund and is responsible
for the confidential receipt, retention and consideration of any report of evidence of (i)a material violation of applicable federal
or state securities law, (ii)a material breach of fiduciary duty arising under federal or state law or (iii)a similar material
violation of any federal or state law by the Fund or any officer, trustee, employee or agent of the Fund that has occurred, is ongoing
or is about to occur. Mr.Weiss currently serves as chair of the Audit Committee. A copy of the Audit Committee Charter is available
on the Funds website (
www.epiif.com
).
Nominating
Committee
.The members of the Nominating Committee are Messrs.Appleby, McDonald, Tramontano and Weiss,
each of whom is an Independent Trustee. The Board has adopted a written charter for the Nominating Committee. The Nominating Committee
periodically reviews the
12
committee structure, oversees the conduct of an annual self-assessment of the Board and its committees and makes
the nal selection and nomination of candidates to serve as Independent Trustees. In addition, the Nominating Committee makes recommendations
regarding the compensation of the Funds Independent Trustees for approval by the Board as there is no separate compensation committee
of the Fund. The Board nominates and selects the interested Trustees and the officers. Mr.Appleby serves as chair of the Nominating
Committee. A copy of the Nominating Committee Charter is available on the Funds website (
www.epiif.com
).
In
reviewing a potential nominee and in evaluating the re-nomination of current Independent Trustees, the Nominating Committee will generally
apply the following criteria: (1)the nominees reputation for integrity, honesty and adherence to high ethical standards;
(2)the nominees business acumen, experience and ability to exercise sound judgment; (3)a commitment to understand the
Fund and the responsibilities of a trustee of an investment company; (4)a commitment to regularly attend and participate in meetings
of the Board and its committees; (5)the ability to understand potential conicts of interest involving management of the Fund
and to act in the interests of all Shareholders; and (6)the absence of a real or apparent conict of interest that would impair
the nominees ability to represent the interests of all Shareholders and to fulll the responsibilities of an Independent
Trustee. The Nominating Committee does not necessarily place the same emphasis on each criteria and each nominee may not have each of
these qualities.
As
long as an existing Independent Trustee continues, in the opinion of the Nominating Committee, to satisfy these criteria, we anticipate
that the Nominating Committee would favor the re-nomination of an existing Independent Trustee rather than nominate a new candidate. Consequently,
while the Nominating Committee will consider nominees recommended by Shareholders to serve as Independent Trustees, the Nominating Committee
may only act upon such recommendations if there is a vacancy on the Board or a committee and it determines that the selection of a new
or additional Independent Trustee is in the Funds best interests. In the event that a vacancy arises or a change in membership
is determined to be advisable, the Nominating Committee will, in addition to any Shareholder recommendations, consider candidates identied
by other means, including candidates proposed by members of the Nominating Committee. The Nominating Committee may retain a consultant
to assist it in a search for a qualied candidate.
The
Nominating Committee has not adopted a formal policy with regard to the consideration of diversity in identifying individuals for election
as Independent Trustees, but the Nominating Committee will consider such factors as it may deem are in the best interests of the Fund
and the Shareholders. Such factors may include the individuals professional experience, education, skills and other individual
qualities or attributes, including gender, race or national origin.
Consideration
of Candidates Recommended by Shareholders
.The Nominating Committee will review and consider nominees recommended
by Shareholders to serve as Independent Trustees, provided that the recommending Shareholder follows the procedures for Shareholders to
submit nominee candidates as set forth in the Funds bylaws and Nominating Committees charter, and summarized here.
For
any Shareholder recommendation for Independent Trustee to be included in the Funds proxy statement, it must be submitted in compliance
with all of the pertinent provisions of Rule14a-8 under the Exchange Act to be considered by the Nominating Committee. In evaluating
a nominee recommended by a Shareholder, the Nominating Committee, in addition to the criteria discussed above, may consider the objectives
of the Shareholder in submitting that nomination and whether such objectives are consistent with the interests of all Shareholders. If
the Board determines to include a Shareholders candidate among the slate of nominees, the candidates name will be placed
on the Funds proxy card. If the Nominating Committee or the Board determines not to include such candidate among the Boards
designated nominees and the Shareholder has satised the requirements of Rule14a-8, the Shareholders candidate will
be treated
13
as a nominee of the Shareholder who originally nominated the candidate. In that case, the candidate will not be named on the
proxy card distributed with the Funds proxy statement.
A
Shareholder who is entitled to vote at the applicable annual meeting and who intends to nominate a trustee must comply with the advance
notice procedures of the Funds bylaws. To be timely, the Shareholders notice must be delivered by a nationally recognized
courier service or mailed by rst class United States mail, postage or delivery charges prepaid, and received at the principal executive
offices of the Fund addressed to the attention of the Secretary not less than ninety (90) days nor more than one hundred twenty (120)
days in advance of the anniversary of the date the Funds proxy statement was released to the Shareholders in connection with the
previous years annual meeting of Shareholders; provided, however, that in the event that no annual meeting was held in the previous
year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous
years proxy statement, notice by the Shareholder must be received by the Secretary not later than the close of business on the
later of (x)the ninetieth (90th) day prior to such annual meeting and (y)the seventh (7th) day following the day on which
public announcement of the date of such meeting is rst made. Such Shareholders notice to the Secretary shall set forth (i)as
to each person whom the Shareholder proposes to nominate for election or reelection as a Trustee, (a)the name, age, business address
and residence address of the person, (b)the principal occupation or employment of the person, (c)the class and number of shares
of beneficial interest of the Fund that are benecially owned by the person and (d)any other information relating to the person
that is required to be disclosed in solicitations for proxies for election of Trustees pursuant to the rulesand regulations of the
Securities and Exchange Commission (the SEC) under Section14 of the Exchange Act, and (ii)as to the Shareholder
giving the notice (a)the name and record address of the Shareholder and (b)the class and number of shares of beneficial interest
of the Fund that are benecially owned by the Shareholder. The Fund may require any proposed nominee to furnish such other information
as may reasonably be required by the Fund to determine the eligibility of such proposed nominee to serve as a Trustee. No person nominated
by a Shareholder as an Independent Trustee shall be eligible for election as a Trustee unless nominated in accordance with the procedures
set forth herein. An officer of the Fund presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare
to the meeting and the defective nomination shall be disregarded.
Meetings.
The
Board meets regularly, at least four times each year, to discuss and consider matters concerning the Fund, and also holds special meetings
to address matters arising between regular meetings. The Independent Trustees regularly meet outside the presence of management. During
the fiscal year ended December31, 2024, the Board held five meetings. The Audit Committee met in separate session five times and
the Nominating Committee met in separate session three times. Each Trustee attended 75% or more of the aggregate number of meetings of
the Board and the committees on which such Trustee served and that were held during the fiscal year ended December31, 2024.
The
Trustees are not required to attend the Funds annual meetings of shareholders but are encouraged to do so. The Fund did not hold
an annual meeting of shareholders in 2024.
14
ADDITIONAL INFORMATION
Shareholder Communications
with the Board
Shareholders
may communicate with the Trustees as a group or individually. Shareholder communications must (1)be in writing and be signed by
the Shareholder and (2)identify the class and number of Common Shares or Preferred Shares held by the Shareholder. Any such communication
should be sent to the Board or an individual Trustee c/o the Secretary at the following address: 600 Steamboat Road, Suite202, Greenwich,
CT 06830. The Secretary or her designee is responsible for reviewing properly submitted Shareholder communications. The Secretary shall
either (1)provide a copy of each properly submitted Shareholder communication to the Board at its next regularly scheduled meeting
or (2)forward the communication to the Trustee(s)promptly after receipt if the Secretary determines that the communication
requires more immediate attention. The Secretary may, in good faith, determine that a Shareholder communication should not be provided
to the Board or Trustee(s)because it does not reasonably relate to the Fund or its operations, management, activities, policies,
service providers, Board, officers, Shareholders or other matters relating to an investment in the Fund or otherwise is routine or ministerial
in nature.
These
procedures do not apply to (1)any communication from a Trustee or an officer of the Fund, (2)any communication from an employee
or agent of the Fund, unless such communication is made solely in such employees or agents capacity as a Shareholder, or
(3)any Shareholder proposal submitted pursuant to Rule14a-8 under the Exchange Act or any communication made in connection
with such a proposal. The Trustees are not required to make themselves available to Shareholders for communications, other than by the
aforementioned procedures.
Security Ownership of Certain Beneficial
Owners and Management
The
following table sets forth, as of the Record Date, certain information regarding the beneficial ownership of Common Shares and Preferred
Shares by each current Trustee (including the nominees), the Funds officers and each person known to us to beneficially own 5%
or more of the outstanding Common Shares or Preferred Shares, as applicable.
Common Shares
Beneficially Owned
(2)
Preferred Shares
Beneficially Owned
(2)
Karpus Investment Management
(5)
Interested Trustees
Independent Trustees
15
Common Shares
Beneficially Owned
(2)
Preferred Shares
Beneficially Owned
(2)
Officers
Information about the Officers who are Not
Trustees
The table below provides
certain information concerning the officers of the Fund who are not also Trustees. Currently none of the Funds officers is directly
compensated by the Fund.
16
Nauman S. Malik
Age: 44
Secretary
of Eagle Point Credit Company Inc. since August2015, Eagle Point Income Company Inc. since October2018,Eagle Point
Enhanced Income Trust since August2023 and Eagle Point Defensive Income Trust since February2024; Principal and Chief Compliance
Officer of Eagle Point Income Management LLC and Eagle Point Credit Management LLC since March2020, Eagle Point Enhanced Income
Management LLC since June2023 and Eagle Point Defensive Income Management LLC since September2023; Deputy Chief Compliance
Officer of Eagle Point Income Management LLC from October2018 to March2020 and Eagle Point Credit Management LLC from December2014
to March2020.
Kenneth
P. Onorio
.
Mr.Onorio has served as our Chief Financial Officer and our Chief Operating Officer
since inception. Mr.Onorio also serves as Senior Principal, Chief Financial Officer and Chief Operating Officer of the Adviser,
Eagle Point Income Management LLC, Eagle Point Enhanced Income Management LLC and Eagle Point Defensive Income Management LLC. Prior to
joining Eagle Point Credit Management LLC in 2014, Mr.Onorio was an Executive Director within Private Equity and Hedge Fund Administration
at JPMorgan Alternative Investment Services from September2008 to July2014. During his tenure at JPMorgan, his responsibilities
included managing Hedge Fund and Private Equity Fund Administration. Mr.Onorio received his B.S. from Fordham University and is
a Certified Public Accountant (inactive).
Mr.Onorio also serves
as the Chief Financial Officer and Chief Operating Officer of Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle
Point Enhanced Income Trust and Eagle Point Defensive Income Trust.
17
Nauman
S. Malik
.
Mr.Malik has served as our Chief
Compliance Officer since inception. Mr.Malik also serves as Senior Principal and General Counsel of the Adviser, Eagle Point Income
Management LLC, Eagle Point Enhanced Income Management LLC and Eagle Point Defensive Income Management LLC. He was the Chief Compliance
Officer of the Adviser from October2018 to March2020 and Chief Compliance Officer of Eagle Point Credit Management LLC from
September2015 to March2020. He was also Chief Compliance Officer of Marble Point Credit Management LLC from August2016
to December2020. Prior to joining Eagle Point Credit Management LLC, Mr.Malik was a corporate attorney with Dechert LLP and
served as general counsel to Monsoon Capital LLC. Mr.Malik received his J.D. from Georgetown University Law Center and his B.S.
in finance from the University of Pennsylvanias Wharton School.
Mr.Malik also serves
as the Chief Compliance Officer of Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income Trust
and Eagle Point Defensive Income Trust.
Courtney
B. Fandrick
.Ms.Fandrick has served as our Secretary since inception. Ms.Fandrick also serves as
Principal and Chief Compliance Officer of the Adviser, Eagle Point Income Management LLC, Eagle Point Enhanced Income Management LLC and
Eagle Point Defensive Income Management LLC. She was the Deputy Chief Compliance Officer of the Adviser from October2018 to March2020
and Deputy Chief Compliance Officer of Eagle Point Credit Management LLC from December2014 to March2020. Prior to joining
Eagle Point Credit Management LLC in December2014, Ms.Fandrick was Senior Compliance Associate at Bridgewater Associates,
LP, an investment advisory firm. Ms.Fandrick received her B.A. in Mathematics and Statistics from Miami University and her MBA from
University of Phoenix.
Ms.Fandrick also serves
as the Secretary of Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income Trust and Eagle Point
Defensive Income Trust.
Certain Related Party Transactions
Investment Adviser and Investment Advisory
Agreement
The Adviser, located at 600
Steamboat Road, Suite202, Greenwich, CT 06830, manages the Funds investments, subject to the supervision of the Board, pursuant
to an investment advisory agreement (the Advisory Agreement) between us and the Adviser, effective February11, 2022.
The Adviser is registered as an investment adviser with the SEC. As of December31, 2024, the Adviser, collectively with certain
affiliates had approximately $11 billion in total assets under management for investment, including capital commitments that were undrawn
as of such date. The Adviser was established in November2012 by Thomas P. Majewski and Stone Point as investment manager of the
Trident Funds. The Adviser is wholly owned by EP Holdings LP. EP Holdings LP, in turn is primarily owned by certain of the Trident Funds
through intermediary holding companies. Additionally, the members of the Advisers Investment Committee and certain other employees
also hold indirect ownership interests in the Adviser. The Adviser is ultimately governed through intermediary holding companies by the
Advisers Board of Managers, which includes Mr.Majewski and certain principals of Stone Point.
We pay the Adviser a fee
for its services under the Investment Advisory Agreement consisting of two componentsa base management fee and an incentive
fee.
Base
management fee
.The base management fee is calculated monthly and payable quarterly in arrears and equals an annual rate
of 1.75% of our Managed Assets. Managed Assets means our total assets (including assets attributable to our use of leverage)
minus the sum of our accrued liabilities (other than liabilities incurred for the purpose of creating leverage). The base management fee
is calculated based
18
on our Managed Assets at the end of the most recently completed calendar month, provided, that, if the Fund calculates
its net asset value more frequently than monthly, the base management fee shall be calculated on the same frequency as the net asset value
is calculated. In addition, the base management fee for any partial calculation period is pro-rated (based on the number of days actually
elapsed at the end of such calculation period relative to the total number of days in such calculation period).
Incentive
fee
.The incentive fee is payable quarterly in arrears and equals 20% of our Pre-Incentive Fee Net Investment
Income for the immediately preceding quarter, subject to a preferred return, or hurdle, of 2.00% of our NAV (8.00%
annualized) and a catch up feature (the Incentive Fee). For this purpose, Pre-Incentive Fee Net Investment
Income means (a)interest income, dividend income and any other income (including any other fees, such as commitment, origination,
structuring, diligence and consulting fees) accrued during the calendar quarter, minus (b)our operating expenses for the quarter
(including the base management fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense
and/or dividends paid on any issued and outstanding debt or preferred shares, but excluding the organizational and offering expenses and
the incentive fee) after giving application to any reimbursement or recoupment under any expense limitation agreement to which the Fund
may be a party, as may be amended from time to time (the Expense Limitation and Reimbursement Agreement). Any expense support
payment or waiver we receive under the Expense Limitation and Reimbursement Agreement is subject to reimbursement by the Fund for three
years after the date on which such expense support payment or waiver was made. No incentive fee is payable to the Adviser on capital gains,
whether realized or unrealized. In addition, the amount of the Incentive Fee is not affected by any realized or unrealized losses that
we may suffer.
Base management fees and
incentive fees incurred pursuant to the Advisory Agreement and payable to the Adviser for the fiscal year ended December31, 2024,
totaled $3.6 million.
Administrator and Administration Agreement
The Administrator, located
at 600 Steamboat Road, Suite202, Greenwich, CT 06830, furnishes the Fund with office facilities, equipment and clerical, bookkeeping
and record-keeping services at such facilities. Under the administration agreement (the Administration Agreement) between
us and the Administrator, the Administrator performs, or arranges for the performance of, our required administrative services, which
include being responsible for the financial records which we are required to maintain and preparing reports to Shareholders.
Payments under the Administration
Agreement are equal to an amount based upon our allocable portion of the Administrators overhead in performing its obligations
under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and our allocable
portion of the compensation of our chief financial officer, chief operating officer and CCO and our allocable portion of the compensation
of any of their support staff. To the extent the Administrator outsources any of its functions, we pay the fees on a direct basis, without
profit to the Administrator. Expenses and fees incurred pursuant to the Administration Agreement and payable to the Administrator for
the fiscal year ended December31, 2024, totaled $0.5 million.
Independent Registered Public Accounting Firm
The Audit Committee and the
Board unanimously selected KPMG LLP (KPMG) as the independent registered public accounting firm for the Fund at a meeting
held on November11, 2024. KPMG has served as the independent registered public accounting firm of the Fund since the Funds
inception. KPMG is located at 345 Park Avenue, New York, NY 10154. The Fund is not aware of any direct financial or material indirect
financial interest of KPMG in the Fund. A representative of KPMG will be present at the Meeting
19
via telephone to respond to appropriate
questions from Shareholders and will have an opportunity to make a statement if he or she chooses to do so.
Audit
Committee Pre-approval Policies and Procedures.
The Audit Committee has adopted written policies relating to
the pre-approval of audit and permitted non-audit services to be performed by the Funds independent registered public accounting
firm. Under the policies, on an annual basis, the Audit Committee reviews and pre-approves proposed audit and permitted non-audit services
to be performed by the independent registered public accounting firm on behalf of the Fund.
In addition, the Audit Committee
pre-approves annually any permitted non-audit services (including audit-related services) to be provided by the independent registered
public accounting firm to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides
ongoing services to the Fund (together, the Service Affiliates), provided, in each case, that the engagement relates directly
to the operations and financial reporting of the Fund. Although the Audit Committee does not pre-approve all services provided by the
independent registered public accounting firm to the Service Affiliates (for instance, if the engagement does not relate directly to the
operations and financial reporting of the Fund), the Audit Committee receives an annual report showing the aggregate fees paid by the
Service Affiliates for such services.
The Audit Committee may also
from time to time pre-approve individual non-audit services to be provided to the Fund or a Service Affiliate that were not pre-approved
as part of the annual process described above. The Audit Committee may form and delegate authority to subcommittees consisting of one
(1)or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided
that any decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.
The pre-approval policies
provide for waivers of the requirement that the Audit Committee pre-approve non-audit services provided to the Fund pursuant to de minimis
exceptions described in Section10A of the Exchange Act and applicable regulations.
Audit
Fees.
The aggregate fees billed for professional services rendered by KPMG LLP (KPMG), the Funds independent
registered public accounting firm, for the audit of the Funds annual financial statements or services that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December31, 2023,
and December31, 2024, were $127,251 and $205,250, respectively.
Audit-Related
Fees
. The aggregate fees billed for assurance and related services by KPMG that are reasonably related to the performance of
the audit of the Funds financial statements and not reported under paragraph (a)of this Item 4 in the fiscal years ended
December31, 2023, and December31, 2024, were $0 and $72,000, respectively.
Tax
Fees
. The aggregate fees billed for professional services by KPMG for tax compliance, tax advice and tax planning in the fiscal
years ended December31, 2023, and December31, 2024 ,were $96,162 and $176,589, respectively. These fees were in connection
with the preparation of the Funds regulated investment company tax compliance and related tax advice.
All
Other Fees
. The aggregate fees billed for all other services not listed in Audit Fees, Audit-Related Fees
and Tax Fees above by KPMG in the fiscal years ended December31, 2023, and December31, 2024, were $0 and $0,
respectively.
20
During the fiscal years ended
December31, 2024, and December31, 2023, all of KPMGs expenses were pre-approved by the Audit Committee.
Aggregate
Non-Audit Fees.
The aggregate non-audit fees billed by KPMG during the fiscal years ended December31,
2023, and December31, 2024, for services rendered to the Fund and the Service Affiliates, are shown in the table below:
Aggregate
Non-Audit Fees
The Audit Committee has considered
whether the provision of non-audit services that were rendered to the Service Affiliates that were not required to be pre-approved pursuant
to paragraph (c)(7)(ii)of Rule2-01 of Regulation S-X is compatible with maintaining KPMGs independence.
21
Report of the Audit Committee
The Audit Committee (the
Audit Committee) of the Fund oversees the Funds accounting and financial reporting processes and the audits of the
Funds financial statements. The Funds management is responsible for the preparation, presentation and integrity of the Funds
financial statements, the Funds accounting and financial and reporting principles, and internal controls and procedures designed
to assure compliance with accounting standards and applicable laws and regulations. In fulfilling its oversight responsibilities, the
Audit Committee reviewed the audited financial statements in the Funds Annual Report for the fiscal year ended December31,
2024 (the Annual Report), with management and discussed the quality, not just the acceptability, of the accounting principles,
the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
In the performance of its
oversight function, the Audit Committee has reviewed and discussed the above-described December31, 2024 audited financial statements
with management and with KPMG, the Funds independent registered public accounting firm. The Audit Committee has also discussed
with KPMG the matters required to be discussed by Auditing Standard 1301 (Communications with Audit Committees), as adopted by the Public
Company Accounting Oversight Board (PCAOB). The Audit Committee reviewed with KPMG, who is responsible for expressing an
opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgment as to the
quality, not just the acceptability, of the Fund accounting principles and such other matters as are required to be discussed with the
Audit Committee under generally accepted auditing standards. Finally, the Audit Committee has reviewed the written disclosures and the
letters from KPMG required by PCAOB Rule3526,
Communication with Audit Committees Concerning Independence
, as currently in
effect, has considered whether the provision of other non-audit services by KPMG to the Fund are compatible with maintaining KPMGs
independence, and has discussed with KPMG the independence of the independent registered public accounting firm.
The Audit Committee discussed
with KPMG the overall scope and plans for the audit. The Audit Committee met with KPMG to discuss the results of their audit, their evaluations
of the Funds internal controls and the overall quality of the Funds financial reporting.
Based upon the reports and
discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred
to in the proxy statement for the 2025 annual meeting of shareholders filed with the SEC on April7, 2025, and in the Audit Committees
charter, the Audit Committee recommended to the board of trustees (the Board) of the Fund (and the Board has approved) that
the Funds audited financial statements be included in the Annual Report as filed with the SEC.
Shareholders are reminded,
however, that the members of the Audit Committee are not professionally engaged in the practice of auditing or accounting. Members of
the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management
and KPMG. Accordingly, the Audit Committees oversight does not provide an independent basis to determine that management has maintained
appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations. Furthermore, the Audit Committees considerations and discussions,
referred to above, do not assure that the audit of the Funds financial statements has been carried out in accordance with the standards
of the PCAOB, that the financial statements are presented in conformity with accounting principles generally accepted in the United States
of America or that the Funds independent registered public accounting firm is, in fact, independent.
22
Jeffrey L. Weiss,
Chair of the Audit Committee
Scott W. Appleby,
Member of the Audit Committee
Kevin F. McDonald,
Member of the Audit Committee
Paul E. Tramontano,
Member of the Audit Committee
The
material in this report is not soliciting material, is not deemed filed with the SEC, and is not to be incorporated
by reference into any filing of the Fund under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
23
Single Delivery of Proxy Statement to Shared
Address
Please
note that only one copy of this Proxy Statement and accompanying documents may be delivered to two (2)or more Shareholders who share
an address. We will deliver promptly, upon request, a separate copy of any of these documents to Shareholders at a shared address to which
a single copy of such document(s)was delivered. Shareholders who wish to receive a separate copy of any of these documents, or to
receive a single copy of such documents if multiple copies were delivered, now or in the future, should submit their request by writing
to us or by calling us at (844) 810-6501. Please direct your written requests to Courtney Fandrick, Secretary, Eagle Point Institutional
Income Fund, 600 Steamboat Road, Suite202, Greenwich, CT 06830.
Shareholder Proposals
for the Annual Meeting for the 2026 Fiscal Year
It
is currently anticipated that the Funds next annual meeting of Shareholders after the Meeting will be held in May2026. Proposals
of Shareholders intended to be presented at that annual meeting of the Fund must be received by the Fund by December8, 2025, for
inclusion in the Funds proxy statement and proxy cards relating to that meeting. The submission by a Shareholder of a proposal
for inclusion in the proxy materials does not guarantee that it will be included. Shareholder proposals are subject to certain requirements
under the federal securities laws. To the extent the Fund wishes to exclude a proposal, potential exclusion will be analyzed based upon
both the procedural and substantive bases for exclusion set forth in Rule14a-8 under the Exchange Act.
Shareholders
submitting any other proposals (including proposals to elect Trustee nominees) for the Fund intended to be presented at the annual meeting
for the 2026 fiscal year (i.e., other than those to be included in the Funds proxy materials) must ensure that such proposals are
received by the Fund, in good order and complying with all applicable legal requirements and requirements set forth in the Funds
bylaws. The Funds bylaws provide that any such proposal must be addressed to the attention of the Secretary and received in writing
by the Fund not less than ninety (90) days nor more than one hundred twenty (120) days in advance of the anniversary of the date the Funds
proxy statement was released to the Shareholders in connection with the previous years annual meeting of Shareholders; provided,
however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the previous years proxy statement, notice by the Shareholder
must be received by the Secretary not later than the close of business on the later of (x)the ninetieth (90
th
) day prior
to such annual meeting and (y)the seventh (7
th
) day following the day on which public announcement of the date of such
meeting is first made. A Shareholders notice to the Secretary shall set forth (i)as to each matter the Shareholder proposes
to bring before the annual meeting (a)a brief description of the business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting and (b)any material interest of the Shareholder in such business, and
(ii)as to the Shareholder giving the notice (a)the name and record address of the Shareholder and (b)the class, series
and number of shares of beneficial interest of the Fund which are beneficially owned by the Shareholder.
Assuming
the next annual meeting is ultimately scheduled to be within 30 days of the May23rd anniversary of the Meeting, such proposals must
be received no earlier than December8, 2025, and no later than January7, 2026. Shareholder proposals should be addressed to
the attention of Courtney Fandrick, Secretary, Eagle Point Institutional Income Fund, 600 Steamboat Road, Suite202, Greenwich, CT
06830.
If
a Shareholder who wishes to present a proposal fails to notify the Fund as set forth above for inclusion of a proposal the Funds
proxy statement, the proxies solicited for the meeting will be voted on the Shareholders proposal, if it is properly brought before
the meeting, in accordance with the judgment of the
24
persons named in the enclosed proxy card(s). If a Shareholder makes a timely notification,
the proxies may still exercise discretionary voting authority under circumstances consistent with the SECs proxy rules.
Copies
of the Funds Annual Report and most recent semi-annual report, including financial statements, have previously been mailed to Shareholders.
The Fund will furnish to any Shareholder upon request, without charge, an additional copy of the Funds Annual Report and most recent
semi-annual report to Shareholders. Annual Reports and semi-annual reports to Shareholders may be obtained by directing a written request
to Courtney Fandrick, Secretary, Eagle Point Institutional Income Fund, 600 Steamboat Road, Suite202, Greenwich, CT 06830, calling
toll-free (844) 810-6501 or by visiting the Funds website at
www.epiif.com
.
PLEASE
EXECUTE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE ANNUAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
April7, 2025
25
ANNUAL MEETING OF SHAREHOLDERS OF
EAGLE POINT INSTITUTIONAL INCOME FUND
May 23, 2025
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at www.epiif.com
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Signature of Shareholder Date: Signature of Shareholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
To change the address on your account, please check the box at right and
indicate your new address in the space above. Please note that changes
to the registered name(s) on the account may not be submitted via this
method.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ELECTION OF TRUSTEES IN PROPOSAL 1.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
Please detach along perforated line and mail in the envelope provided. ------------------ ----------------
20200000000000001000 5 052325
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy
material, statements and other eligible documents online, while reducing costs, clutter and
paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.
In their discretion, the proxy or his or her designated substitute is authorized to vote
upon such other business as may properly come before the Annual Meeting. This
proxy when properly executed will be voted as directed herein by the undersigned
shareholder. If no direction is made, this proxy will be voted FOR ALL
NOMINEES in Proposal 1.
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.
1. Election of Trustees:
O Scott W. Appleby Class I trustee
O Jeffrey L. Weiss Class I trustee
FOR ALL NOMINEES
WITHHOLD AUTHORITY
FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below)
NOMINEES:
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”
and fill in the circle next to each nominee for whom you wish to withhold authority, as
shown here:
0
------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ----------------
14475
EAGLE POINT INSTITUTIONAL INCOME FUND
Proxy for Annual Meeting of Shareholders on May 23, 2025 at 8:30 a.m. (Eastern Time)
Solicited on Behalf of the Board of Trustees
The undersigned hereby appoints Courtney Fandrick and Nauman Malik, with full power
of substitution and power to act alone, as proxy to vote all the Fund’s common shares of
beneficial interest that the undersigned would be entitled to vote if personally present and
acting at the Annual Meeting of Shareholders of Eagle Point Institutional Income Fund, to be
held on May 23, 2025 at 600 Steamboat Rd, Suite 202, Greenwich, Connecticut 06830, and
at any adjournments or postponements thereof, as follows:
(Continued and to be signed on the reverse side.)
1.1
ANNUAL MEETING OF SHAREHOLDERS OF
EAGLE POINT INSTITUTIONAL INCOME FUND
May 23, 2025
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at www.epiif.com
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Signature of Shareholder Date: Signature of Shareholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
To change the address on your account, please check the box at right and
indicate your new address in the space above. Please note that changes
to the registered name(s) on the account may not be submitted via this
method.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ELECTION OF TRUSTEES IN PROPOSAL 1.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
Please detach along perforated line and mail in the envelope provided. ------------------ ----------------
20200000000000001000 5 052325
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy
material, statements and other eligible documents online, while reducing costs, clutter and
paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.
In their discretion, the proxy or his or her designated substitute is authorized to vote
upon such other business as may properly come before the Annual Meeting. This
proxy when properly executed will be voted as directed herein by the undersigned
shareholder. If no direction is made, this proxy will be voted FOR ALL
NOMINEES in Proposal 1.
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.
1. Election of Trustees:
O Scott W. Appleby Class I trustee
O Jeffrey L. Weiss Class I trustee
FOR ALL NOMINEES
WITHHOLD AUTHORITY
FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below)
NOMINEES:
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”
and fill in the circle next to each nominee for whom you wish to withhold authority, as
shown here:
0
------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ----------------
14475
EAGLE POINT INSTITUTIONAL INCOME FUND
Proxy for Annual Meeting of Shareholders on May 23, 2025 at 8:30 a.m. (Eastern Time)
Solicited on Behalf of the Board of Trustees
The undersigned hereby appoints Courtney Fandrick and Nauman Malik, with full power
of substitution and power to act alone, as proxy to vote all the Fund’s preferred shares of
beneficial interest that the undersigned would be entitled to vote if personally present and
acting at the Annual Meeting of Shareholders of Eagle Point Institutional Income Fund, to be
held on May 23, 2025 at 600 Steamboat Rd, Suite 202, Greenwich, Connecticut 06830, and
at any adjournments or postponements thereof, as follows:
(Continued and to be signed on the reverse side.)
1.1
Signature of Shareholder Date: Signature of Shareholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
JOHN SMITH
1234 MAIN STREET
APT. 203
NEW YORK, NY 10038
INTERNET - Access “www.voteproxy.com” and follow the on-screen
instructions or scan the QR code with your smartphone. Have your
proxy card available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in
the United States or 1-201-299-4446 from foreign countries from
any touch-tone telephone and follow the instructions. Have your
proxy card available when you call.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope
provided as soon as possible.
IN PERSON - You may vote your shares in person by attending
the Annual Meeting.
GO GREEN - e-Consent makes it easy to go paperless. With
e-Consent, you can quickly access your proxy material, statements
and other eligible documents online, while reducing costs, clutter
and paper waste. Enroll today via https://equiniti.com/us/ast-access
to enjoy online access.
PROXY VOTING INSTRUCTIONS
Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE ELECTION OF TRUSTEES IN PROPOSAL 1.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
20200000000000001000 5 052325
COMPANY NUMBER
ACCOUNT NUMBER
ANNUAL MEETING OF SHAREHOLDERS OF
EAGLE POINT INSTITUTIONAL INCOME FUND
May 23, 2025
1. Election of Trustees:
O Scott W. Appleby Class I trustee
O Jeffrey L. Weiss Class I trustee
FOR ALL NOMINEES
WITHHOLD AUTHORITY
FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below)
NOMINEES:
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at www.epiif.com
In their discretion, the proxy or his or her designated substitute is authorized to vote
upon such other business as may properly come before the Annual Meeting. This
proxy when properly executed will be voted as directed herein by the undersigned
shareholder. If no direction is made, this proxy will be voted FOR ALL
NOMINEES in Proposal 1.
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”
and fill in the circle next to each nominee for whom you wish to withhold authority, as
shown here:
TO B
E HELD ON MAY23, 2025
EAGLE POINT INSTITUTIONAL INCOME FUND
600 Steamboat Road, Suite202
Greenwich, CT 06830
1.
Mr.Scott W. Appleby, to be voted upon by holders of the Funds outstanding common shares of
beneficial interest and the Funds outstanding preferred shares of beneficial interest, voting together as a single class, to serve
until the 2028 annual meeting of shareholders or until his successor is duly elected and qualifies; and
2.
Mr.Jeffrey L. Weiss, to be voted upon by holders of the Funds outstanding common shares of
beneficial interest and the Funds outstanding preferred shares of beneficial interest, voting together as a single class, to serve
until the 2028 annual meeting of shareholders or until his successor is duly elected and qualifies.
Secretary
600 Steamboat Road, Suite202
Greenwich, CT 06830
TO BE HELD ON MAY23, 2025
1.
Mr.Scott W. Appleby, to be voted upon by holders of the Funds outstanding common shares of
beneficial interest and the Funds outstanding preferred shares of beneficial interest, voting together as a single class, to serve
until the 2028 annual meeting of shareholders or until his successor is duly elected and qualifies; and
2.
Mr.Jeffrey L. Weiss, to be voted upon by holders of the Funds outstanding common shares of
beneficial interest and the Funds outstanding preferred shares of beneficial interest, voting together as a single class, to serve
until the 2028 annual meeting of shareholders or until his successor is duly elected and qualifies.
Name, Address
(1)
and Age
Position(s)
Held with
the
Fund
Term of
Office and
Length of
Time Served
Principal Occupation(s)
During the Past 5 Years
Number of
Portfolios in Fund
Complex Overseen
by Trustee or
Trustee
Other
Directorships Held
by Trustee or
Nominee for
Trustee
Independent Trustees
Age: 60
ClassI
Trustee
President of Appleby Capital,Inc., a financial advisory firm, since April2009.
5
Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income Trust and Eagle Point Defensive Income Trust
Jeffrey L. Weiss
Age: 64
ClassI
Trustee
Private Investor since June2012; Managing Partner of Colter Lewis Investment Partners LLC since January2018.
5
Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income Trust and Eagle Point Defensive Income Trust
Age: 58
ClassIII
Trustee
Chief Operating Officer of AltaRock Partners, LLC, an asset management firm, since January2019.
5
Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income Trust and Eagle Point Defensive Income Trust
Name, Address
(1)
and Age
Position(s)
Held with
the
Fund
Term of
Office and
Length of
Time Served
Principal Occupation(s)
During the Past 5 Years
Number of
Portfolios in Fund
Complex Overseen
by Trustee or
Trustee
Other
Directorships Held
by Trustee or
Nominee for
Trustee
Age: 63
ClassII Trustee
5
Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income Trust and Eagle Point Defensive Income Trust
Age: 50
ClassIII
Trustee, Chair of the Board and Chief Executive Officer
Managing Partner of Eagle Point Credit Management LLC since September2012, Eagle Point Income Management LLC since September2018, Eagle Point Enhanced Income Management LLC since June2023, and Eagle Point Defensive Income Management LLC since September2023; Chief Executive Officer of Eagle Point Credit Company Inc. since May2014, Eagle Point Income Company Inc. since October2018; Chief Executive Officer and Principal Executive Officer of Eagle Point Enhanced Income Trust since August2023 and Eagle Point Defensive Income Trust since February2024.
5
Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income Trust and Eagle Point Defensive Income Trust
Name, Address
(1)
and Age
Position(s)
Held with
the
Fund
Term of
Office and
Length of
Time Served
Principal Occupation(s)
During the Past 5 Years
Number of
Portfolios in Fund
Complex Overseen
by Trustee or
Trustee
Other
Directorships Held
by Trustee or
Nominee for
Trustee
James R. Matthews
(3)
Age: 57
ClassII Trustee
Managing Director of Stone Point Capital LLC since October2011.
5
Eagle Point Credit Company Inc., Eagle Point Income Company Inc., Eagle Point Enhanced Income Trust and Eagle Point Defensive Income Trust
(1)
The business address of each Trustee is c/o Eagle Point Institutional Income Fund, 600 Steamboat Road, Suite202, Greenwich, CT 06830.
(2)
Mr.Majewski is an interested person of the Fund due to his position as Chief Executive Officer of the Fund and his position with the Adviser.
(3)
Mr.Matthews is an interested person of the Fund due to his position with Stone Point Capital LLC (Stone Point), which is an affiliate of the Adviser.
Name of Trustee/Nominee
Dollar Range of Equity
Securities in the Fund
(1)(2)
Aggregate Dollar Range of Equity
Securities in the Fund
Complex
(2)(3)
Thomas P. Majewski
None
Over $100,000
James R. Matthews
None
None
Scott W. Appleby
None
Over $100,000
Kevin F. McDonald
None
Over $100,000
Paul E. Tramontano
None
Over $100,000
Jeffrey L. Weiss
None
Over $100,000
(1)
Securities are valued as of the Record Date.
(2)
Dollar ranges are as follows: None, $1$10,000, $10,001$50,000, $50,001$100,000 and over $100,000.
(3)
Name of Trustee/Nominee
Aggregate Compensation
from the Fund to
Trustee/Nominee for the
Fiscal Year
ended December31, 2024
Aggregate Compensation
from the Fund Complex
2
to
Trustee/Nominee for the
Fiscal Year
ended December31, 2024
Scott W. Appleby
$26,500
1
$191,500
1,3
Kevin F. McDonald
$25,000
1
$180,000
1,3
Paul E. Tramontano
$25,000
1
$180,000
1,3
Jeffrey L. Weiss
$ 30,000
1
$207,500
1,3
Thomas P. Majewski
James R. Matthews
Name and Address
(1)
Number
%
(3)
Number
%
(3)
5% Owners
EPCM Holdings LLC
(4)
885,000
7.1%
243,642
17.4%
Thomas P. Majewski
James R. Matthews
Scott W. Appleby
Kevin F. McDonald
Paul E. Tramontano
Jeffrey L. Weiss
Kenneth P. Onorio
Nauman S. Malik
Courtney B. Fandrick
1,000
*
All Trustees and officers as a group
(9 persons)
1,000
*
*
Represents less than 1.0%
(1)
The address for each officer and Trustee is c/o Eagle Point Institutional Income Fund, 600 Steamboat Road, Suite202, Greenwich, CT 06830.
(2)
Beneficial ownership is determined in accordance with the rulesof the SEC and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our Common Shares or Preferred Shares is based upon filings by such persons with the SEC and other information obtained from such persons, if available.
(3)
Based on 12,423,963 Common Shares and 1,400,000 Preferred Shares issued and outstanding as of the Record Date.
(4)
The number of shares beneficially owned is based on a Schedule 13G filed on June10, 2022. The address of
EPCM Holdings LLC is 600 Steamboat Road, Suite202, Greenwich, CT 06830.
(5)
The number of shares beneficially owned is based on a Schedule 13G filed on November7, 2024. The address of Karpus Investment Management is 183 Sullys Trail, Pittsford, NY 14534.
Name, Address
and Age
(1)
Position(s)Held
with Fund
Term of Office
(2)
and Length of
Time Served
Principal
Occupations(s)
During the Past 5 Years
Kenneth P. Onorio
Age: 57
Chief Financial Officer and Chief Operating Officer
Since inception
Chief
Financial Officer of Eagle Point Credit Company Inc. since July2014 and Chief Operating Officer of Eagle Point Credit Company
Inc. since November2014; Chief Financial Officer and Chief Operating Officer of Eagle Point Income Company Inc. since October2018;
Chief Financial Officer, Principal Accounting Officer and Chief Operating Officer of Eagle Point Enhanced Income Trust since August2023
and Eagle Point Defensive Income Trust since February2024; Senior Principal and Chief Financial Officer of Eagle Point Credit
Management LLC since July2014; Chief Operating Officer of Eagle Point Credit Management LLC since August2014; Senior
Principal, Chief Financial Officer and Chief Operating Officer of Eagle Point
Name, Address
and Age
(1)
Position(s)Held
with Fund
Term of Office
(2)
and Length of
Time Served
Principal
Occupations(s)
During the Past 5 Years
Income Management LLC since October2018, Eagle
Point Enhanced Income Management LLC since June2023 and Eagle Point Defensive Income Management LLC since September2023.
Chief Compliance Officer
Since inception
Chief
Compliance Officer of Eagle Point Credit Company Inc. since September2015, Eagle Point Income Company Inc. since October2018,
Eagle Point Enhanced Income Trust since August2023 and Eagle Point Defensive Income Trust since February2024; Chief Compliance
Officer of Marble Point Credit Management LLC from August2016 to December2020; Senior Principal and General Counsel of
Eagle Point Income Management LLC since October2018, Eagle Point Credit Management LLC since June2015, Eagle Point Enhanced
Income Management LLC since June2023 and Eagle Point Defensive Income Management LLC since September2023; Chief Compliance
Officer of Eagle Point Income Management LLC from October2018 to March2020 and Eagle Point Credit Management LLC from
September2015 to March2020.
Courtney B. Fandrick
Age: 42
Secretary
Since inception
(1)
The address for each of
our officers is c/o Eagle Point Institutional Income Fund, 600 Steamboat Road, Suite202, Greenwich, CT 06830. Each of our officers
is an interested person of the Fund due to their affiliations with the Adviser and its affiliates.
(2)
Each of our officers holds
office at the pleasure of the Board and until their successors are chosen and qualifies, or until their earlier resignation or removal.
Fiscal Year Ended
Aggregate
Non-Audit Fees
for Fund
for Service Affiliates
Aggregate
Non-Audit Fees
December31, 2023
$ 96,162
$0
$ 96,162
December31, 2024
$ 248,589
$0
$ 248,589
