Eagle Point Institutional Income Fund (EIIA) SC TO-I Issuer tender offer statement

Exhibit D

Notice of Withdrawal of Tender

Regarding Shares in

Eagle Point Institutional Income Fund

Tendered Pursuant to the Offer to Purchase

Dated November 30, 2023

The Offer and Withdrawal Rights Will Expire at,

and This Notice of Withdrawal Must Be Received by

Eagle Point Institutional Income Fund by,

5:00 P.M., Eastern Time, on December 29, 2023,

Unless the Offer Is Extended.

Complete this form only if you would like to rescind your previous Tender Request.

Complete this Notice of Withdrawal and Return or Deliver to

Eagle Point Institutional Income Fund:

Overnight Delivery:	Regular Mail:
Eagle Point Institutional Income Fund	Eagle Point Institutional Income Fund
Attn: UMB Fund Services	Attn: UMB Fund Services
235 W. Galena St.	P.O. Box 2175
Milwaukee, WI 53212	Milwaukee, WI 53201

For additional information:

Phone: (866) 661-6615

Fax: (816) 860-3140

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Complete this form only if you would like to rescind your previous tender request.

Ladies and Gentlemen:

The undersigned previously tendered all or some of its shares in Eagle Point Institutional Income Fund (the “Fund”) for purchase by the Fund by submitting a Letter of Transmittal Regarding Shares in the Fund (the “Letter of Transmittal”).

Such tender was in the amount of:

¨	All of the undersigned’s Shares.
That amount of the undersigned’s number of Shares:
¨	Shares

As indicated immediately below, the undersigned hereby wishes to withdraw its tender of Shares in the Fund such that:

¨ NONE of the undersigned’s shares will be purchased by the Fund.

¨  SOME of the undersigned’s shares will be purchased by the Fund and the number of those shares still to be purchased by the Fund is*:

¨  Shares

* NOTE: This option may be used only to decrease the number of the Shares to be purchased by the Fund. If an increase in the number of the Shares to be purchased by the Fund is indicated on this form, the Fund shall consider this form null and void and shall process the undersigned’s initial tender request as set forth in its previously submitted Letter of Transmittal.

The undersigned recognizes that, upon the submission on a timely basis of this Notice of Withdrawal of Tender, properly executed, all or some of the undersigned’s Shares in the Fund (as indicated above) previously tendered will not be purchased by the Fund upon expiration of the tender offer described above.

PLEASE BE SURE TO COMPLETE BOTH SIDES OF THIS FORM.

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Name of Shareholder(s):

SSN/TIN:

Telephone Number:

Account Number:

SIGNATURE(S):

Shareholder Signature

Signature of Investor, Trustee or Custodian	Date
Signature of Joint Investor or Trustee (if applicable)	Date
Printed name(s) of Authorized Signer(s) (for verification purposes)
Printed name(s) of Authorized Signer(s) (for verification purposes)

If needed, use for Custodian Authorization

Overnight Delivery:	Regular Mail:
Eagle Point Institutional Income Fund	Eagle Point Institutional Income Fund
Attn: UMB Fund Services	Attn: UMB Fund Services
235 W. Galena St.	P.O. Box 2175
Milwaukee, WI 53212	Milwaukee, WI 53201

For additional information please call 866-661-6615

Please note: IRA, retirement or custodial account transaction requests must be signed by

the shareholder and the Custodian.

The Transfer Agent must receive the completed Notice of Withdrawal of Tender, signed by all account owners, including the Custodian (if applicable) by the deadline stated herein.

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