Eagle Point Credit Co Inc.

DECLARATION OF TRUST (“Declaration”) made as of the [ ] day of [ ], by the Trustees hereunder, and by the Shareholders as hereinafter provided.

WHEREAS, the Trust was organized as Eagle Point Credit Company LLC, a Delaware limited liability company, on March 24, 2014, and converted to Eagle Point Credit Company Inc., a Delaware corporation, on October 6, 2014;

WHEREAS, pursuant to Section 3820 of the Delaware Statutory Trust Act, Eagle Point Credit Company Inc., a Delaware corporation, (the “Corporation”) was converted into the Trust (the “Conversion”);

WHEREAS, in connection with the Conversion all of the outstanding stock of the Corporation was converted into shares of the Trust;

WHEREAS, the Trust has been formed to carry on business as set forth more particularly hereinafter;

WHEREAS, the Trust is authorized to issue an unlimited number of its Shares all in accordance with the provisions hereinafter set forth;

WHEREAS, each Trustee has agreed to manage all property coming into his or her hands as a Trustee of a Delaware statutory trust in accordance with the provisions hereinafter set forth; and

WHEREAS, the parties hereto intend that the Trust shall constitute a statutory trust under the Delaware Statutory Trust Act and that this Declaration and the Bylaws shall constitute the governing instrument of the Trust.

NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities, and other assets which they may from time to time acquire in any manner as a Trustee hereunder IN TRUST to manage and dispose of the same upon the following terms and conditions for the benefit of the Shareholders from time to time of Shares as hereinafter set forth.