0001104659-22-029289 Sample Contracts

CUSTODY AGREEMENT Dated February 4, 2022 Between UMB BANK, N.A. and EAGLE POINT INSTITUTIONAL INCOME FUND CUSTODY AGREEMENT
Custody Agreement • March 2nd, 2022 • Eagle Point Institutional Income Fund

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian") and Eagle Point Institutional Income Fund, a Delaware statutory trust (the "Fund").

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RULE 17f-5 DELEGATION AGREEMENT
Delegation Agreement • March 2nd, 2022 • Eagle Point Institutional Income Fund • Missouri

By its execution of this Delegation Agreement by and between UMB Bank, n.a. (the Custodian), a national banking association, with its principal office in Kansas City, Missouri, and Eagle Point Institutional Income Fund (the Fund), the Funds hereby direct the Custodian to appoint Brown Brothers Harriman & Co., a limited partnership formed under the laws of the State of New York, as the Approved Foreign Custody Manager (the Delegate) under the terms of the Custody Agreement between the Fund and the Custodian to perform certain functions with respect to the custody of the Fund’s Assets (as defined in Section 13 of this Delegation Agreement) outside the United States of America.

EAGLE POINT INSTITUTIONAL INCOME FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 2nd, 2022 • Eagle Point Institutional Income Fund • New York

This Investment Advisory Agreement is hereby made as of the 11th day of February, 2022 (the “Agreement”), between Eagle Point Institutional Income Fund, a Delaware statutory trust (together with the successors thereto, the “Fund”), and Eagle Point Credit Management LLC, a Delaware limited liability company (the “Adviser”).

FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • March 2nd, 2022 • Eagle Point Institutional Income Fund • New York

This Expense Limitation and Reimbursement Agreement (the “Agreement”) is made this [ ] day of [ ], 2022, by and between Eagle Point Institutional Income Fund, a Delaware statutory trust (the “Fund”), and Eagle Point Credit Management LLC, a Delaware limited liability company (the “Adviser”).

Eagle Point Institutional Income Fund
Eagle Point Institutional Income Fund • March 2nd, 2022
TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 2nd, 2022 • Eagle Point Institutional Income Fund • Wisconsin

THIS TRANSFER AGENCY AND SERVICE AGREEMENT (the “Agreement”) is made as of this ___ day of _________________, 2022, by and between Eagle Point Institutional Income Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

FORM OF SUB-ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Sub-Administration and Fund Accounting Agreement • March 2nd, 2022 • Eagle Point Institutional Income Fund • Wisconsin

THIS SUB-ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this ___ day of ____________, 2022, by and between Eagle Point Administration LLC, a limited liability company organized under the laws of the State of Delaware (the “Administrator”), Eagle Point Credit Management LLC, a limited liability company organized under the laws of Delaware (the “Investment Adviser”), Eagle Point Institutional Income Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Sub-Administrator”).

EAGLE POINT INSTITUTIONAL INCOME FUND ADMINISTRATION AGREEMENT
Administration Agreement • March 2nd, 2022 • Eagle Point Institutional Income Fund • New York

This Administration Agreement is hereby made as of the [____] day of [____] [____] (the “Agreement”), between Eagle Point Institutional Income Fund, a Delaware statutory trust (together with any successor thereto, the “Fund”), and Eagle Point Administration LLC, a Delaware limited liability company (the “Administrator”).

FORM OF ORGANIZATIONAL AND OFFERING EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENT
And Reimbursement Agreement • March 2nd, 2022 • Eagle Point Institutional Income Fund • New York

This Organizational and Offering Expense Support and Reimbursement Agreement (the “Agreement”) is made this [ ] day of [ ], 2022, by and between Eagle Point Institutional Income Fund, a Delaware statutory trust (the “Fund”), and Eagle Point Credit Management LLC, a Delaware limited liability company (the “Adviser”).

FORM OF LICENSE AGREEMENT
Form of License Agreement • March 2nd, 2022 • Eagle Point Institutional Income Fund • New York

This LICENSE AGREEMENT (this “Agreement”) is made and effective as of the [____] day of [____], [____] (the “Effective Date”), by and between Eagle Point Credit Management LLC, a Delaware limited liability company (“Licensor”), and Eagle Point Institutional Income Fund, a Delaware statutory trust (together with any successor thereto, “Licensee”) (each a “party,” and collectively, the “parties”).

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