DFR Cifc Corp. (MM)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

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CIFC CORP.

250 Park Avenue, 4th Floor
New York, New York 10177

April 18, 2012

Dear Stockholder:

        On behalf of the Board of Directors of CIFC Corp., you are cordially invited to attend the 2012 Annual Meeting of Stockholders to be held on May 29, 2012, at 10:30 a.m. (Eastern Daylight Time) at the offices of CIFC Corp., 250 Park Avenue, 4 ^th  Floor, New York, NY 10177 (the "Annual Meeting").

        The attached proxy statement provides you with detailed information about the Annual Meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about CIFC Corp. from documents we have filed with the Securities and Exchange Commission.

        We are delivering our proxy statement and annual report pursuant to the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders over the Internet. We believe that this delivery method expedites stockholders' receipt of proxy materials and lowers the cost and environmental impact of our Annual Meeting. On or about April 19, 2012, we will mail to our stockholders a notice containing instructions on how to access our proxy materials. In addition, the notice includes instructions on how you can receive a paper copy of our proxy materials.

        You are being asked at the Annual Meeting to elect directors, approve the First Amendment to the CIFC Corp. 2011 Stock Option and Incentive Plan and conduct any other business properly brought before the meeting.

        Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to vote promptly. You may vote your shares via a toll-free telephone number, over the Internet or by completing, dating, signing and returning your proxy card, as described in the attached proxy statement and proxy card.

        Thank you in advance for your cooperation and continued support.

This proxy statement is dated April 18, 2012, and is first being made available to stockholders electronically via the Internet on or about April 19, 2012.

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CIFC CORP.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 29, 2012
10:30 a.m., Eastern Daylight Time

To the Stockholders of CIFC Corp.:

        The 2012 Annual Meeting of Stockholders will be held on May 29, 2012, at 10:30 a.m. (Eastern Daylight Time) at the offices of CIFC Corp., 250 Park Avenue, 4 ^th  Floor, New York, NY 10177. The purpose of the meeting is to:

1.

elect ten directors;



2.

approve the First Amendment to the CIFC Corp. 2011 Stock Option and Incentive Plan; and



3.

conduct any other business properly brought before the meeting or any adjournments or postponements thereof, if necessary or appropriate to solicit additional proxies in the event there are not sufficient votes at the annual meeting to approve the proposals described above.

        Voting is limited to stockholders of record at the close of business on April 2, 2012. A list of stockholders entitled to vote at the meeting, and any postponements or adjournments of the meeting, will be available for examination between the hours of 9:00 a.m. and 6:00 p.m. at our headquarters at 250 Park Avenue, 4 ^th  Floor, New York, New York 10177 during the ten days prior to the meeting and also at the meeting.

        Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote your shares via the toll-free telephone number, over the Internet or by completing, signing and dating the proxy card, as described in the attached proxy statement and proxy card. Your prompt cooperation is greatly appreciated.

April 18, 2012

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CIFC CORP.
250 Park Avenue, 4th Floor
New York, New York 10177

SUMMARY OF THE ANNUAL MEETING

Annual Meeting

        The 2012 Annual Meeting of Stockholders (the "Annual Meeting") of CIFC Corp. (referred to herein as the "Company," "CIFC," "we," "us" or "our" as the context requires) will be held at the offices of CIFC Corp., 250 Park Avenue, 4 ^th  Floor, New York, New York 10177, on May 29, 2012, at 10:30 a.m. (Eastern Daylight Time).

Agenda

        The agenda for the meeting is to:

1.

elect ten directors;



2.

approve the First Amendment to the CIFC Corp. 2011 Stock Option and Incentive Plan; and



3.

conduct any other business properly brought before the meeting or any adjournments or postponements thereof, if necessary or appropriate to solicit additional proxies in the event there are not sufficient votes at the annual meeting to approve the proposals described above.

Record Date

        The date to determine stockholders entitled to notice of and to vote at the meeting is the close of business on April 2, 2012 (the "Record Date").

Notice of Electronic Availability of Proxy Statement and Annual Report

        As permitted by rules adopted by the United States Securities and Exchange Commission (the "SEC"), we are making this proxy statement and our annual report available to stockholders electronically via the Internet. On or about April 19, 2012, we will mail to our stockholders of record a notice (the "Notice") containing instructions on how to access this proxy statement, the proxy card and our annual report and to vote via the Internet. Other stockholders, in accordance with their prior requests, will receive e-mail notification of how to access our proxy materials and vote via the Internet, or will be mailed paper copies of our proxy materials and a proxy card on or about April 19, 2012.

        The Notice also contains instructions on how to request a printed copy of the proxy materials. In addition, you may elect to receive future proxy materials in printed form by mail or electronically by e-mail by following the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

        The SEC's rules permit us to deliver a single Notice or set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice and, if applicable, proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the Notice, proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling (800) 353-0103 or in writing at 51 Mercedes Way, Edgewood, New York 11717.

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        In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify us if you hold registered shares. Registered stockholders may notify us by contacting American Stock Transfer & Trust Company, LLC by calling (800) 937-5449 or in writing at 6201 15 ^th  Avenue, Brooklyn, New York 11219 or sending a written request to CIFC Corp., 250 Park Avenue, 4 ^th  Floor, New York, New York 10177, Attention: Investor Relations.

Proxy Solicitation

        CIFC's Board of Directors (the "Board") is soliciting your proxy to vote your shares of common stock at our Annual Meeting. The cost of the solicitation of proxies for the Annual Meeting will be paid by the Company.

Information about Voting

        You may vote in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:

•

By Internet—You can vote over the Internet at www.voteproxy.com by following the instructions on the proxy card;



•

By Telephone—You can vote by telephone by calling 1-800-PROXIES (1-800-776-9437) and following the instructions on the proxy card; or



•

By Mail—You can vote by completing, dating, signing and returning the proxy card.

        Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Daylight Time) on May 28, 2012.

        Your proxy will be voted in accordance with your instructions, so long as, in the case of a proxy card returned by mail, such card has been executed and dated. If you execute and return your proxy card by mail but provide no specific instructions in the proxy card, your shares will be voted FOR the director nominees named on the proxy card and FOR the approval of the First Amendment to the 2011 Stock Option and Incentive Plan.

        We do not intend to bring any matters before the meeting except those indicated in the Notice of Annual Meeting of Stockholders and described in this proxy statement, and we do not know of any matter which anyone else intends to present for action at the meeting. If any other matters properly come before the meeting, however, the persons named in the enclosed proxy will be authorized to vote or otherwise act in accordance with their judgment.

Revoking Proxies

        You may revoke your proxy at any time before it is voted at the meeting by:

•

delivering to our Secretary, a signed, written revocation letter dated later than the date of your proxy;



•

submitting a proxy to CIFC by telephone, Internet or mail that is dated later than the date of any proxy that you previously submitted; or



•

attending the meeting and voting in person (your attendance at the meeting will not, by itself, revoke your proxy; you must vote in person at the meeting to revoke your proxy).

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Outstanding Shares

        On the Record Date, there were approximately 20,255,430 shares of our common stock outstanding. Our common stock is the only class of voting securities outstanding.

Quorum

        A quorum is established when a majority of shares entitled to vote is present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes (as described below under "Required Vote") are counted for purposes of determining whether a quorum is present.

Voting

        Each share of common stock that you hold as of the Record Date entitles you to one vote, without cumulation, on each matter to be voted upon at the meeting.

Required Vote

        To be elected, director nominees must receive the affirmative vote of a plurality of the votes cast (Proposal No. 1). The individuals who receive the largest number of "for" votes cast are elected as directors, up to the maximum number of directors to be chosen at the meeting. Accordingly, the ten nominees who receive the most "for" votes will be elected as directors.

        For the approval of the First Amendment to the 2011 Stock Option and Incentive Plan (Proposal No. 2) and any other matter that may properly come before the Annual Meeting, the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the item will be required.

        Abstentions on any matter will not be voted but will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote on such other items (i.e., Proposal No. 2).

Shares Held Through a Bank, Broker or Other Nominee

        If you hold your shares in "street name" through a bank, broker or other nominee, such bank, broker or nominee will vote those shares in accordance with your instructions. To so instruct your bank, broker or nominee, you should follow the information provided to you by such entity. Without instructions from you, a bank, broker or nominee will be permitted to exercise its own voting discretion with respect to so-called routine matters but may not be permitted to exercise voting discretion with respect to non-routine matters (Proposal No. 1 (election of directors) and 2 (approval of the First Amendment to the CIFC Corp. 2011 Stock Option and Incentive Plan)). Thus, if you do not give your bank, broker or nominee specific instructions with respect to Proposal Nos. 1 and 2, your shares will not be voted on such proposals. These shares are called "broker non-votes." Shares represented by such broker non-votes will be counted in determining whether there is a quorum. Broker non-votes are not considered votes for or against any particular proposal and therefore will have no direct impact on any proposal. We urge you to provide your bank, broker or nominee with appropriate voting instructions so that all your shares may be voted at the meeting.

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ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

        The Board has nominated the individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2013 or until their successors, if any, are elected or appointed. To be elected, director nominees must receive the affirmative vote of a plurality of the votes cast. The individuals who receive the largest number of "for" votes cast are elected as directors, up to the maximum number of directors to be chosen at the meeting. Accordingly, the ten nominees who receive the most "for" votes will be elected as directors. Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees.

        All of the director nominees listed below have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our Board. Alternatively, our Board may reduce the number of directors to be elected at the meeting.

        Biographical information relating to each of the director nominees is set forth under "Directors and Corporate Governance" and incorporated by reference herein. In addition, the Board has made the independence determination with respect to each of our directors as described under "Independence of Directors; Controlled Company Exemption."

THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH DIRECTOR NOMINEE.

PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR NOMINEE UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

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DIRECTORS AND CORPORATE GOVERNANCE

Director Biographical Information and Qualifications

        Set forth below is a description of the business experience of each director, as well as the specific qualifications, skills and experiences considered by the Nominating and Corporate Governance Committee (the "Nominating Committee") and the Board in recommending our slate of director nominees. All director nominees listed below currently serve as our directors and are nominated for reelection to the Board for a term expiring at the annual meeting of stockholders in 2013. See "Election of Directors (Proposal No. 1)."

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(1)

Note that Mr. Trutter is not up for re-election as a director of the Company.

Board Composition and Criteria for Selection of Directors

        Pursuant to the Amended and Restated Stockholders Agreement (the "Stockholders Agreement") by and among the Company, CIFC Parent Holdings LLC ("CIFC Parent Holdings") and DFR Holdings, LLC ("DFR Holdings"), the Board will nominate, or cause to be nominated, and recommend for election, and CIFC Parent Holdings and DFR Holdings will take all necessary action to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders for the election of directors, the following persons will be elected to the Board:

•

three directors designated by DFR Holdings (Messrs. Epstein, Intrater and Lipari);



•

three directors designated by CIFC Parent Holdings (Messrs. Bartlett, Eisenson and Palmer);



•

the Company's then serving Chief Executive Officer (Mr. Gleysteen);



•

three individuals who qualify as independent directors pursuant to the Stockholders Agreement and applicable NASDAQ Listing Rules recommended by the Nominating Committee (Messrs. Arnold, Machinist and Puleo); and



•

Jonathan W. Trutter, for so long as he remains an employee of the Company or any of its subsidiaries (provided that following the death, disability, retirement, resignation or other removal of Mr. Trutter from the Board (including in connection with the termination of his employment with the Company and its subsidiaries) an individual who qualifies as an independent director pursuant to applicable NASDAQ Listing Rules recommended by the Nominating Committee will fill such vacancy).

        CIFC Parent Holdings and DFR Holdings have waived until March 31, 2013 the provision under the Stockholders Agreement that requires the size of the Board of Directors to be set at eleven.

        With respect to the independent directors that the Nominating Committee may recommend, the Nominating Committee has not established specific minimum qualifications, or specific qualities or

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skills, for directors. The Nominating Committee typically recommends candidates based on its overall assessment of their skills and characteristics and the composition of our Board as a whole, including the nominee's independence under our categorical independence standards and director diversity, skills and experience in the context of our Board's needs. The Nominating Committee's process for identifying and evaluating director nominees is based on various factors, including recommendations from our directors and officers and participants in the industry in which we operate. The Nominating Committee considers, without limitation, a director nominee's independence, skills and other attributes, experience, perspective, background and diversity. In evaluating director nominees, the Nominating Committee defines "diversity" broadly and considers diversity with respect to viewpoints, background, experience, skill, education, national origin, gender, race, age, culture and current affiliations. In connection with the Annual Meeting, the Nominating Committee nominated each independent director for election at the Annual Meeting based upon an evaluation of each director.

Recommendation of Directors by Stockholders

        The charter of the Nominating Committee provides that such committee shall consider director nominations from our stockholders. The nominating stockholder must deliver the nomination to our Secretary at least 90 days and no more than 120 days before the first anniversary of the date of the preceding year's annual stockholders meeting, and the stockholder must provide a detailed statement of the nominee's qualifications and the nominee's written consent. If the date of the annual meeting is more than 30 days before or more than 70 days after the first anniversary of the preceding year's annual meeting, as is the case this year, then the nomination must be delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern time, on the later of (i) the 90th day prior to such annual meeting or (ii) if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made.

Independence of Directors; Controlled Company Exemption

        As required by the NASDAQ Listing Rules, the Board evaluates the independence of its members at least annually and at other appropriate times when a change in circumstances could potentially impact the independence or effectiveness of one of our directors. The Board has determined that Messrs. Arnold, Machinist and Puleo have no material relationships with us and are "independent" as that term is defined under the general independence standards of NASDAQ. The remaining members of the Board are not "independent" as that term is defined under the general independence standards of NASDAQ. CIFC Parent Holdings and DFR Holdings (the "Investors") have formed a "group" holding over 50% of the outstanding stock of the Company thereby allowing the Company to elect to become a "controlled company" as defined by Rule 5615(c) of the NASDAQ Listing Rules. As a result, the Company is exempt from substantially all corporate governance and independence requirements other than those related to the Audit Committee of the Board. Pursuant to the Stockholders Agreement, the Company must elect to be a "controlled company" for so long as the Investors hold over 50% of the outstanding stock of the Company and satisfy the "group" requirements. Each Investor will take all action necessary for the Company to be treated as a "controlled company" (other than not transferring shares) and make all necessary filings and disclosures associated with such status. As such, the Company is not required to have a majority of independent directors, and Messrs. Arnold, Puleo and Machinist are the Company's only independent directors.

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Board's Role in Risk Oversight

        The Board is responsible for consideration and oversight of risks facing the Company, and is responsible for ensuring that material risks are identified and managed appropriately. As set forth in the Audit Committee charter, the Audit Committee is charged with the evaluation of risk assessment and the Company's risk management policies. In fulfilling this role, the Audit Committee receives reports directly from the Company's internal audit function. In addition, the Audit Committee reviews and approves the internal audit plan once a year and receives periodic reports from members of senior management and an internal audit on areas of material risk to the Company, including operational, financial, legal, regulatory and strategic risks.

        Our other Board committees also have responsibility for the oversight of risk management. For example, the Compensation Committee considers the risks associated with our compensation policies and practices. Further, the Nominating Committee oversees risks associated with our governance structure and processes and annually reviews our organizational documents and other policies. The committees primarily keep the Board informed of their risk oversight and related activities through reports of the committee chairmen to the full Board. The Board also considers specific risk topics in connection with strategic planning and other matters.

Corporate Governance

        The Company and its operating subsidiaries have adopted codes of ethics that apply to their officers, directors and employees. The Company's codes include a Code of Ethics, as defined in Item 406 of Regulation S-K, that applies to its principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. All of the Company's corporate governance documents, including the Code of Ethics and committee charters are available free of charge on the Company's website at www.cifc.com and will be provided free of charge to any stockholder requesting copies by writing to: Attn: Investor Relations, CIFC Corp., 250 Park Avenue, 4 ^th  Floor, New York, New York 10177. Any waiver granted by the Company to its principal executive officer, principal financial officer, principal accounting officer or controller under the Code of Ethics, or certain amendments to the Code of Ethics or its other corporate governance documents that are required to be disclosed pursuant to the rules of the SEC or NASDAQ, will be disclosed on the Company's website at www.cifc.com under the section entitled "Our Shareholders—Corporate Governance."

Other Board Information

Leadership Structure of the Board

        The Board has separated the roles of Chief Executive Officer and Chairman of the Board; however, the Board has not created the role of a lead independent director. We believe that separation of the roles of Chief Executive Officer and Chairman allows our Chief Executive Officer to focus on the direction of our business strategy, growth and development, while allowing our Chairman to lead the Board in its fundamental role of providing advice to, and oversight of, management. Michael R. Eisenson has served as the Chairman of the Board since April 2011. The Board believes Mr. Eisenson is best suited to serve as Chairman of the Board because of his extensive business, legal and transaction experience, knowledge of the Company and his public company directorship experience.

Board Meetings

        The Board and its committees meet throughout the year on a predetermined schedule, and also hold special meetings and act by written consent from time to time. The Board held 9 meetings (including regularly scheduled and special meetings) during the year ended December 31, 2011. All

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directors attended at least 75% of the total number of board meetings and committee meetings on which they served in the year ended December 31, 2011.

        Although the Company does not maintain a formal policy regarding director and management attendance at stockholder meetings, we encourage our directors and key members of management to attend the Company's annual meetings.

Meetings of Independent Directors

        The NASDAQ Listing Rules contemplate that the independent members of the Board will meet during the year in separate closed meetings referred to as "executive sessions" without any employee director or executive officer present. Executive sessions were held from time to time after regularly scheduled Board meetings during the year ended December 31, 2011.

Committees of the Board

        The Board has established three committees—the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee—to carry out certain responsibilities and to assist the Board in meeting its fiduciary obligations. The Audit Committee consists entirely of independent directors. The following table sets forth certain information for each current standing committee of the Board:

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(1)

The Board has determined that each of Frederick Arnold and Robert A. Machinist are financial experts as defined by the regulations of the SEC and that each member of the committee is financially literate.

Communications to the Board

        Stockholders wishing to communicate with the Board should send any communication to: Secretary, CIFC Corp., 250 Park Avenue, 4 ^th  Floor, New York, New York 10177. Any such communication must state the number of shares beneficially owned by the stockholder making the communication. The Secretary will forward the communication to the full Board, to a committee of the Board or to any individual director or directors, as appropriate. If a communication is unduly hostile, threatening, illegal or similarly inappropriate, the Secretary is authorized to discard the communication or take appropriate legal action regarding the communication.

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Security Ownership of Certain Beneficial Owners, Directors and Management

Persons Who Beneficially Own More Than 5% of the Company's Voting Securities

        The following table shows, as of the Record Date, the persons that are known to the Company to be the beneficial owners of more than 5% of the Company's common stock, which is the only class of voting stock the Company has outstanding. Each share of the Company's common stock is entitled to one vote. As of the Record Date, there were 20,255,430 shares of common stock outstanding. The table is based on stockholder filings with the SEC under Section 13 of the Exchange Act.

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(1)

Based on a Schedule 13D filed on April 25, 2011 by CIFC Parent Holdings. Due to their relationship with CIFC Parent Holdings and with each other, each of Charlesbank CIFC Holdings, LLC, Charlesbank Equity Fund V, Limited Partnership, Charlesbank Equity Fund VI, Limited Partnership, CB Offshore Equity Fund VI, L.P., Charlesbank Coinvestment Partners, Limited Partnership, Charlesbank Equity Coinvestment Fund VI, Limited Partnership and Charlesbank Capital Partners, LLC may be deemed for the purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own 9,090,909 shares of common stock.

(2)

Based on a Schedule 13D/A filed on April 15, 2011 by DFR Holdings. Does not include 4,132,231 shares of common stock currently issuable upon conversion of $25 million in aggregate principal amount of Senior Subordinated Convertible Notes due 2017 (the "Convertible Notes") based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement, dated as of March 22, 2010, by and between the Company and Bounty Investments LLC.

(3)

Based on a Schedule 13G/A filed on December 12, 2011 by Joseph A. Jolson.

Ownership of Common Stock By Directors and Executive Officers

        The following table shows, as of the Record Date, the beneficial ownership of the Company's common stock by its directors, named executive officers and all of its directors and executive officers as a group. None of the shares listed below has been pledged as security except as specifically described in

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the footnotes to this table and none of the directors or executive officers has the right to acquire beneficial ownership of any additional shares within 60 days after the Record Date. Unless indicated otherwise in the footnotes, the address of each individual listed in the table is c/o CIFC Corp., 250 Park Avenue, 4 ^th  Floor, New York, New York 10177.

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Less than 1%.

(1)

Based on 20,255,430 shares of common stock outstanding as of the Record Date.

(2)

As of the Record Date, Messrs. Bartlett, Eisenson, Gleysteen, Hattori and Palmer do not beneficially own any of the Company's securities. Messrs. Bartlett, Eisenson, Gleysteen, Palmer and Puleo are directors of CIFC Parent Holdings. The beneficial ownership of CIFC Parent Holdings of the Company's securities is described under "Persons Who Beneficially Own More Than 5% of the Company's Voting Securities." Each of Messrs. Gleysteen, Milton, Puleo and Vaccaro hold equity interests of CIFC Parent Holdings.

(3)

As of the Record Date, Messrs. Epstein, Intrater and Lipari do not beneficially own any of the Company's securities. Pursuant to the Assignment and Contribution Agreement, dated April 13, 2011, Bounty Investments, LLC ("Bounty"), assigned and contributed its shares of common stock and the $25 million in aggregate principal amount of the Convertible Notes of the Company, and all rights and obligations thereto, to DFR Holdings. Bounty owns 99% of the equity interests of DFR Holdings. DFR Management Holdings, LLC ("DFR Management") has 1% of the percentage interest in DFR Holdings. Mr. Intrater is the manager of DFR Holdings and the managing member of DFR Management and owns 30% of the percentage interest in DFR Management. Messrs. Lipari and Epstein each individually owns 30% of the percentage interest in DFR Management. As of the Record Date, DFR Holdings was the direct beneficial owner of (i) 4,545,455 shares of the Company's common stock and (ii) $25 million in aggregate principal amount of the Convertible Notes, which are currently convertible by DFR Holdings into 4,132,231 shares of common stock subject to certain adjustments.

Section 16(a) Beneficial Ownership Reporting Compliance

        Based upon our review of reports filed with the SEC and written representations that no other reports were required, we believe that all of our directors and executive officers complied with the reporting requirements of Section 16(a) of the Exchange Act during 2011.

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MANAGEMENT

Executive Officers

        The following table sets forth certain information concerning each of our executive officers:

 

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EXECUTIVE COMPENSATION

Summary Compensation Table

        The following Summary Compensation Table discloses the compensation information for the years ended December 31, 2011 and 2010 for our principal executive officer ("PEO") and former PEO and the two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed year. Certain updated 2011 compensation and other information is provided in the narrative sections following the Summary Compensation Table.

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(1)

The amounts listed do not represent the actual amounts paid in cash to or value realized by the named executive officers. The valuation of option awards is based on the grant date fair value computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Certification ("ASC") Topic 718. The assumptions used to calculate the value of option awards are set forth in Note 13 to the Company's Form 10-K for the year ended December 31, 2011. On June 15, 2011, the Company granted an award of 800,000 stock options to Mr. Gleysteen, 250,000 stock options to Mr. Vaccaro and 100,000 stock options to Mr. Hattori (the "2011 Option Awards"). The options are exercisable over a period of four years from the date of the grant, with ¹ / 4 vesting on the first anniversary and ¹ / 16 vesting on each of the next twelve quarterly anniversaries. The options have an exercise price of $7.25 per share. As of December 31, 2011, no portion of the options were vested or exercisable. As of April 10, 2012, the closing price of the Company's common stock was $5.68.

(2)

Other compensation is comprised of 401(k) plan matching contributions, Company paid life insurance premiums, and in the case of Mr. Trutter, dividends and interest associated with a restricted stock award and severance payments.

(3)

Joined the Company in April 2011. The number set forth in the "Salary" column for Mr. Gleysteen and Mr. Vaccaro represents the salary earned by these executives from April 13, 2011, the date each executive's employment with the Company commenced, through December 31, 2011. The number set forth in the "Bonus" column for Mr. Gleysteen and Mr. Vaccaro represents the bonus earned by each executive for all of 2011. For Mr. Vaccaro, $100,000 of such bonus was paid currently over the course of the year.

(4)

Mr. Trutter earned a retention bonus of $200,000 for his employment through April 13, 2011 and a retention bonus of $250,000 for his continued employment through December 31, 2011. Based on performance in 2010, the Compensation Committee awarded Mr. Trutter an annual bonus of $783,750. In addition, during 2010, Mr. Trutter received a discretionary bonus of $100,000 upon

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completion of the CNCIM Acquisition (as defined in "Certain Relationships and Related Party Transactions").

(5)

Mr. Hattori earned a retention bonus of $166,500 for his employment through June 30, 2011 and a retention bonus of $166,500 for his continued employment through December 31, 2011. Based on performance in 2010, the Compensation Committee awarded Mr. Hattori an annual bonus of $333,000. On March 31, 2012, Mr. Hattori resigned from the Company. Mr. Hattori's 2011 option awards were forfeited upon his resignation.

Outstanding Equity Awards at 2011 Year-End

        The following table provides information regarding the current holdings of equity awards by the Company's named executive officers at December 31, 2011.

Outstanding Equity Awards at December 31, 2011

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(1)

The options are excercisable over a period of four years from the date of the grant, with ¹ / 4 vesting on the first anniversary and ¹ / 16 vesting on each of the next twelve quarterly anniversaries. Mr. Hattori's option awards were forfeited upon his resignation on March 31, 2012.

Employment Agreements with Named Executive Officers

Mr. Gleysteen's Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement

        In connection with the merger (the "Merger") with Commercial Industrial Finance Corp., on April 13, 2011, Mr. Gleysteen became our Chief Executive Officer. Mr. Gleysteen is party to a Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement, as amended. This agreement provides that, upon his termination of employment due to death, disability or by the Company without cause, Mr. Gleysteen will be entitled to (i) 24 months of continued base salary payments, (ii) an amount equal to the average annual bonus paid to Mr. Gleysteen for the three year period preceding such termination, and (iii) compensation for all accrued but unpaid vacation, sick and personal days through the date of such termination. Such payments are further conditioned upon Mr. Gleysteen signing a release upon such termination of his employment and his continued compliance with the terms of the restrictive covenants contained in the agreement. For these purposes, "cause" exists if he (i) is indicted for any felony or criminally charged with a crime, in each case, that involves dishonesty or moral turpitude, (ii) breaches in any material respect the agreement and, in the case of any such breach which is capable of being cured, such breach shall not have been cured within 30 days after receipt of written notice from the Company detailing such breach or (iii) disregards or refuses to perform his duties to the Company and such disregard or refusal to perform continues for a period of 30 days after receipt of written notice from the Company regarding such disregard or refusal to perform (other than due to disability or temporary disability which, in the reasonable judgment of the Board, causes him to be incapable of devoting such time and energy). Mr. Gleysteen is also subject to (i) a non-competition obligation during his active involvement with the Company and for a period of one year after the termination of his active involvement with the Company for any reason whatsoever

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and (ii) a non-solicitation obligation during his employment with the Company and for a period of two years after the termination of his employment for any reason whatsoever.

Mr. Vaccaro's Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement

        In connection with the Merger, on April 13, 2011, Mr. Vaccaro became our Chief Investment Officer. Mr. Vaccaro is party to a Non-Disclosure, Non-Competition, Non-Hiring, Non-Solicitation and Severance Agreement, as amended. This agreement provides that, upon his termination of employment due to death, disability or by the Company without cause, Mr. Vaccaro will be entitled to (i) 12 months of continued base salary payments, (ii) an amount equal to the average annual bonus paid to Mr. Vaccaro for the three year period preceding such termination, and (iii) compensation for all accrued but unpaid vacation, sick and personal days through the date of such termination. Such payments are further conditioned upon Mr. Vaccaro signing a release upon such termination of his employment and his continued compliance with the terms of the restrictive covenants contained in the agreement. For these purposes, "cause" exists if he (i) is indicted for any felony or criminally charged with a crime, in each case, that involves dishonesty or moral turpitude, (ii) has breached in any material respect the agreement and, in the case of any such breach which is capable of being cured, such breach shall not have been cured within 30 days after receipt of written notice from the Company detailing such breach or (iii) disregards or refuses to perform his duties to the Company and such disregard or refusal to perform continues for a period of 30 days after receipt of written notice from the Company regarding such disregard or refusal to perform (other than due to disability or temporary disability which, in the reasonable judgment of the Board, causes him to be incapable of devoting such time and energy). Mr. Vaccaro is also subject to non-competition and non-solicitation obligations during his employment with the Company and for a period of one year after the termination of his employment for any reason whatsoever.

Mr. Trutter's Employment Agreement

        Pursuant to our 2004 employment agreement with Mr. Trutter, as amended, which expired on December 31, 2010, Mr. Trutter was prohibited from performing competing investment management services following termination of employment until the earlier of (i) six months following the last salary continuation payment and (ii) July 1, 2011. Mr. Trutter is also subject to certain other non-competition and non-solicitation obligations until the earlier of (i) two years following a termination of employment and (ii) December 31, 2012.

Mr. Trutter's Retention Agreement

        On April 13, 2011, DCM entered into a letter agreement (the "Trutter Retention Agreement") with Mr. Trutter, providing certain assurances with respect to Mr. Trutter's 2011 compensation for his continued service as an employee of DCM and serving as Vice Chairman of the Board. The Trutter Retention Agreement provided that Mr. Trutter's 2011 annual salary would be no less than $250,000. The Trutter Retention Agreement also provided that DCM would pay Mr. Trutter a guaranteed 2011 cash bonus of no less than $250,000 by December 31, 2011, provided that he remained employed by DCM on the date of such payment. In addition, on the closing date of the Merger, DCM paid Mr. Trutter a one-time retention bonus of $200,000 in cash.

        The term of the Trutter Retention Agreement with respect to Mr. Trutter's annual salary and the $250,000 guaranteed annual cash bonus automatically renewed for an additional twelve month term from December 31 of each year unless prior notice of non-renewal is given by either party. Notice of non-renewal was provided by the Company prior to December 31, 2011.

        The Trutter Retention Agreement supersedes all previous employment agreements between Mr. Trutter and DCM and as of the effective date of the Trutter Retention Agreement, all such

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agreements were terminated, except for (i) certain confidentiality and non-compete provisions of the employment agreement dated June 26, 2004 between DCM and Mr. Trutter and (ii) the terms of the amendment to Mr. Trutter's previous employment agreement dated May 11, 2009, between DCM and Mr. Trutter, which reaffirmed his obligations under the 2004 employment agreement and provided for a non-compete agreement by Mr. Trutter.

Mr. Hattori's Retention Agreement

        On April 14, 2011, DCM entered into a letter agreement with Mr. Hattori, providing certain assurances with respect to compensation for his continued service as an employee of DCM. Mr. Hattori's retention agreement provided that his 2011 annual salary would be no less than $375,000. The retention agreement also provided that DCM would pay Mr. Hattori guaranteed 2011 cash bonuses of no less than $166,500 and $166,500, provided that he remained employed by DCM on June 30, 2011 and December 31, 2011, respectively, and subject to certain other conditions.

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2011 DIRECTOR COMPENSATION

        Explanatory Note:     In connection with the Merger, Robert E. Fischer, Richard A. Mandell and Stuart I. Oran on February 10, 2011, Daniel K. Schrupp on February 11, 2011, and Peter H. Rothschild on February 15, 2011, each of whom was a director of the Company, tendered their resignations from the Board which resignations were effective upon the completion of the Merger on April 13, 2011. Also on April 13, 2011, the Board appointed the following new directors to the Board: Samuel P. Bartlett, Michael R. Eisenson and Tim R. Palmer, each a designee of CIFC Parent Holdings, Paul F. Lipari, a designee of DFR Holdings, Frederick Arnold and Frank C. Puleo, each an independent director designee of the Investors and confirmed by the special committee of the Board, and Peter Gleysteen, a management designee.

Summary of 2011 Director Compensation(1)

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(1)

No director compensation was earned by Messrs. Bartlett, Eisenson, Gleysteen, Lipari, Palmer or Trutter in 2011.

(2)

Mr. Epstein earned a pro-rated cash retainer for 2011 for the period prior to the Merger of $18,393. Mr. Epstein also earned other meeting fees of $4,500 during 2011. Mr. Epstein directed that fees related to his services as director be paid to Renova U.S. Management LLC and thus did not directly receive compensation for his services.

(3)

Mr. Intrater earned a pro-rated cash retainer for 2011 for the period prior to the Merger of $18,393. Mr. Intrater also earned other meeting fees of $4,500 during 2011. Mr. Intrater directed that fees related to his services as director be paid to Renova U.S. Management LLC and thus did not directly receive compensation for his services.

(4)

Mr. Machinist earned a cash retainer of $47,074 for 2011. Mr. Machinist, as the chairperson of the Audit Committee, earned an additional cash retainer of $10,660, for a total 2011 cash retainer of $57,734. Mr. Machinist also earned other meeting fees of $25,085 during 2011.

(5)

Mr. Arnold, a director from April 13, 2011 to year end, earned a pro-rated cash retainer of $28,682 for 2011. Mr. Arnold also earned other meeting fees of $22,170 during 2011.

(6)

Mr. Puelo, a director from April 13, 2011 to year end, earned a pro-rated cash retainer of $28,682 for 2011. Mr. Puelo also earned other meeting fees of $19,670 during 2011.

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(7)

Mr. Fischer, a director through April 13, 2011, earned a pro-rated cash retainer of $18,393 for 2011. Mr. Fischer, as the chairperson of the Nominating Committee through April 13, 2011, earned an additional pro-rated cash retainer of $4,245, for a total 2011 cash retainer of $22,638. In addition, Mr. Fischer earned fees of $40,000 during 2011 for his services as a member of our CIFC Merger Committee (as defined below under "Special Committee of the Board of Directors"). Mr. Fischer also earned other meeting fees of $5,500 during 2011.

(8)

Mr. Mandell, a director through April 13, 2011, earned a pro-rated cash retainer of $18,393 for 2011. In addition, Mr. Mandell earned fees of $40,000 for his services as a member of our CIFC Merger Committee. Mr. Mandell also earned other meeting fees of $5,500 during 2011.

(9)

Mr. Oran, a director through April 13, 2011, earned a pro-rated cash retainer of $18,393 for 2011. Mr. Oran, as the chairperson of the Compensation Committee through April 13, 2011, earned a pro-rated additional cash retainer of $4,245, for a total 2011 cash retainer of $22,638. In addition, Mr. Oran earned fees of $40,000 for his services as a member of our CIFC Merger Committee. Mr. Oran also earned other meeting fees of $5,000 during 2011.

(10)

Mr. Rothschild, as our Interim Chairman through April 13, 2011, earned a pro-rated cash retainer of $143,056 and an additional expense reimbursement of $34,333. Mr. Rothschild was also the chairperson of our CIFC Merger Committee and earned fees of $53,333 for his services.

(11)

Mr. Schrupp, a director through April 13, 2011, earned a pro-rated cash retainer of $18,393 for 2011. In addition, Mr. Schrupp earned fees of $40,000 for his services as a member of our CIFC Merger Committee. Mr. Schrupp also earned other meeting fees of $5,000 during 2011.

(12)

In the second quarter of 2011, we granted 7,235 restricted stock units each to Messrs. Arnold, Machinist and Puelo, our independent directors, worth a total of $135,000. These grants are fully vested, settle over three years and were based on the $6.22 price of our common stock on the grant date. As of December 31, 2011, Mr. Arnold owned 7,235 restricted stock units, Mr. Epstein owned 11,111 restricted stock units, Mr. Intrater owned 11,111 restricted stock units, Mr. Machinist owned 30,365 restricted stock units, and Mr. Puelo owned 7,235 restricted stock units.

Narrative to Director's Compensation Table

        The table above describes the compensation earned by our directors in 2011. Our processes and procedures for considering and determining the amount of compensation we pay our independent directors consist of an annual review of director compensation by the Compensation Committee. Pursuant to its charter, the Compensation Committee recommends to the Board the compensation for the current year, and the Board makes a determination. The charter permits the Compensation Committee to delegate the consideration of director compensation to one or more subcommittees of the Compensation Committee, but the Compensation Committee has not done so to date.

2011 Director Compensation

        Prior to April 13, 2011, each director, other than Messrs. Trutter and Rothschild, earned a cash retainer of $65,000 (pro-rated for partial years), a fee of $1,500 for each Board meeting attended (in person or by telephone) and a fee of $1,000 for each committee meeting attended (in person or by telephone) on a date that a Board meeting was not held. Under the Company's policy, the $1,000 committee meeting fee is also earned on a date on which a Board meeting is held if the additional preparation time for the committee meeting is significant. Prior to April 13, 2011, the Company also reimbursed its non-employee directors for their travel expenses related to attending Board and committee meetings. The table above includes fees earned in 2011 regardless of when those fees were actually paid.

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        Effective April 13, 2011, the Company revised its compensation program for its independent directors. Each of the independent directors were granted a restricted stock unit award with an initial value of $45,000 under the Company's Stock Incentive Plan, which award is fully vested and will settle over three years. In addition, independent directors will receive the following cash compensation: (i) $40,000 annual retainer fee, paid quarterly in arrears, (ii) $2,500 fee for each full Board meeting attended in person or by phone, (iii) $5,000 fee for service on one of the standing committees of the Board and (iv) $5,000 fee for the Audit Committee chairperson.

Special Committee of the Board of Directors

        In September 2010, the Company established a special committee of the Board (the "CIFC Merger Committee") and delegated authority to the committee to represent the Company's interests and those of its stockholders (other than DFR Holdings) in connection with the Merger, to lead and manage the negotiations of terms and conditions relating to the Merger, to determine whether the Merger was advisable and in the best interest of the Company and its stockholders (other than DFR Holdings), and to reject or make a recommendation to the full Board relating to the Merger. Members of the CIFC Merger Committee earned $213,333 in total compensation for their services on this special committee during 2011, comprised of a $20,000 monthly fee (pro-rated for partial months) for the chairperson of the special committee and a $15,000 monthly fee (pro-rated for partial months) for the other members of the committee.

Restricted Stock Units

        Each of the restricted stock units outstanding represents the right to receive one share of our common stock, subject to acceleration upon the occurrence of certain specified events. The number of restricted stock units may be adjusted, as determined by the Board, in connection with any stock dividends, stock splits, subdivisions or consolidations of shares (including reverse stock splits) or similar changes in our capitalization.

        The following table summarizes the restricted stock units activity:

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(1)

Settled represents the gross number of restricted stock units satisfied. The Company issued 163,709 shares of common stock to satisfy these restricted stock unit grants, which were net of 84,360 shares of common stock withheld to satisfy income tax withholding obligations of certain of the recipients.

        During the second quarter of 2011, the Company granted 7,235 restricted stock units to each of the independent directors of the Board as a component of their compensation. These grants are fully vested, settle over three years and were based on the $6.22 price of our common stock on the grant date. During the second quarter of 2010, the Company granted 11,111 restricted stock units to each non-employee director of the Board as a component of their compensation. These grants are fully vested, settle on June 16, 2013 and were based on the $4.50 price of our common stock on the grant date. In addition to the 2010 and 2011 restricted stock unit grants to members of the Board, as of December 31, 2011, the Company also has 60,095 restricted stock units outstanding related to grants to the non-employee members of the Board during 2009 which settle on May 19, 2012.

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AUDIT COMMITTEE REPORT

         The following Audit Committee report is submitted by the directors who served on the Audit Committee for the fiscal year ended December 31, 2011 and who reviewed and approved the audited financial statements that were included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 that was filed with the SEC on March 30, 2012.

        The Audit Committee assists the Board in monitoring the Company's financial reporting process. Management has primary responsibility for the financial statements and the reporting process, including the system of internal controls. Deloitte & Touche LLP ("Deloitte"), the Company's independent registered public accounting firm, is responsible for expressing an opinion on the conformity of the Company's financial statements with accounting principles generally accepted in the U.S.

        In this context, the Audit Committee hereby reports as follows:

1.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2011 with management.



2.

The Audit Committee has discussed with the Company's independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees , as amended, and the independent registered public accounting firm's independence from the Company and its management.



3.

The Audit Committee has reviewed written disclosures and the letter from the Company's independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant's independence.



4.

Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on March 30, 2012.

        The information contained in this Report shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, other than as set forth in Item 407 of Regulation S-K, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information contained in this Report be treated as soliciting material, nor shall such information be incorporated by reference into any past or future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.

Respectfully submitted,

Robert B. Machinist (Chairman)
Frederick Arnold
Frank C. Puleo

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FEES OF INDEPENDENT ACCOUNTANTS

        For the years ended December 31, 2011 and 2010, all of the services performed by Deloitte were approved by the Audit Committee. The following table sets forth the services provided by, and aggregate fees paid to, Deloitte for each of the last two years:

        Our Audit Committee continues to evaluate the terms of the engagement of Deloitte as the Company's independent registered public accounting firm for the year ending December 31, 2012.

        The Company has been advised that a representative of Deloitte will be present at the Annual Meeting and will be available to respond to appropriate questions and, if such person chooses to do so, make a statement.

Pre-Approval of the Independent Registered Public Accounting Firm's Services

        The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services provided by our independent registered public accounting firm and its affiliates. These policies require the specific pre-approval of any such services that have not received the Audit Committee's general pre-approval or have exceeded the Audit Committee's pre-approved fee levels. These procedures include monitoring the independent registered public accounting firm's services to determine whether they comply with the pre-approval policies and the independent registered public

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accounting firm's submission of a statement to the Audit Committee that any services it performs that require separate pre-approval comply with the rules of the SEC on auditor independence.

        The Audit Committee pre-approved 100% of the audit-related, tax and other fees described in the table above for 2010 and 2011.

Other Services Provided by the Independent Registered Public Accounting Firm

        The Company is required to consolidate into its financial statements certain variable interest entities ("VIEs"), which include certain of the collateralized loan obligations ("CLOs"), collateralized debt obligations ("CDOs") and other entities the Company manages in accordance with consolidation guidance in the FASB ASC Topic 810— Consolidation , as amended by Accounting Standards Update 2009-17, because they are VIEs with respect to which the Company is deemed to be the primary beneficiary. In addition to the services described in the table above, Deloitte was retained by the issuers of these CLOs and CDOs to provide audit-related and tax services. For the year ended December 31, 2011, these audit-related and tax services for the CLOs and CDOs that the Company is required to consolidate aggregated $625,065 and $400,851, respectively. For the year ended December 31, 2010, these audit-related and tax services for the CLOs and CDOs that the Company is required to consolidate aggregated $370,132 and $397,431, respectively.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        The Company's policies and procedures for the review, approval and ratification of the Company's transactions with related persons consist of various conflict of interest provisions in its Code of Ethics, including that its directors report to the Board any conflict of interest they may have with respect to any matter being considered by the Board and that the Company's related persons involved in the Company's portfolio management obtain the prior approval of the Company's Chief Compliance Officer for their personal purchases of securities in private offerings.

        Since January 1, 2011, the Company has entered into certain transactions, summarized below, that exceeded $120,000 in amount and in which the Company's related persons—in general, the Company's directors, executive officers and their immediate family members—had or would have a direct or indirect material interest.

•

In connection with the Merger, the Company, CIFC Parent Holdings and DFR Holdings entered into the Stockholders Agreement. Pursuant to the Stockholders Agreement, each of CIFC Parent Holdings and DFR Holdings (the "Investors") have the right to nominate three directors. So long as any Investor owns at least 15% and 5% of the Company's outstanding common stock, such Investor will have the right to nominate two directors and one director, respectively. Samuel P. Bartlett, Michael R. Eisenson and Tim R. Palmer currently serve as CIFC Parent Holdings's designees to the Board. Jason Epstein, Andrew Intrater and Paul Lipari serve as DFR Holdings's designees to the Board.



•

DFR Holdings is considered a related party as a result of its ownership of 4,545,455 shares of the Company's common stock, issued as part of the consideration for the Company's June 9, 2010 acquisition of Columbus Nova Credit Investments Management, LLC (the "CNCIM Acquisition"). As such, the accrual and payment of interest on the $25.0 million in aggregate principal amount of Senior Subordinated Convertible Notes due 2017 of the Company (the "Convertible Notes") purchased by DFR Holdings and the deferred purchase payments are considered related party transactions. Fees paid to members of the Board prior to the Merger who are representatives of DFR Holdings totaled $46,000 for the year ended December 31, 2011. In addition, affiliates of DFR Holdings previously held investments in all four of the CNCIM CLOs and as of December 31, 2011, held investments in two of the CNCIM CLOs. The Company also has a management agreement in place with DFR Holdings to provide certain administrative and support services to DFR Holdings. The Company recorded $7,000 within receivables on the consolidated balance sheet as of December 31, 2011 and $57,000 within investment advisory fees in the consolidated statements of operations for the year ended December 31, 2011 related to this management agreement.



•

CIFC Parent Holdings is considered a related party as a result its ownership of 9,090,909 shares of the Company's common stock, issued as part of the consideration for the Merger. As such, the accrual and payment of the deferred purchase payments (including those classified as contingent liabilities) are considered related party transactions. In addition, CIFC Parent Holdings either directly or indirectly holds investments in ten CLOs the Company manages, eight of which are consolidated CLOs, as of December 31, 2011. The Company also has a management agreement in place with CIFC Parent Holdings to provide certain administrative and support services to CIFC Parent Holdings. The Company recorded $17,000 within receivables on the consolidated balance sheet as of December 31, 2011 and $138,000 within investment advisory fees in the consolidated statements of operations for the year ended December 31, 2011 related to this management agreement.

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APPROVAL OF THE FIRST AMENDMENT TO THE CIFC CORP.
2011 STOCK OPTION AND INCENTIVE PLAN

(PROPOSAL NO. 2)

        The Board believes that the continued growth and profitability of the Company depends, in part, on the ability of the Company to attract and retain highly qualified employees. In order to achieve this objective, the Board has determined that it is in the best interests of the Company and its stockholders to amend the CIFC Corp. 2011 Stock Option and Incentive Plan (the "2011 Stock Plan" and such amendment, the "2011 Stock Plan Amendment"). The Board believes that stock ownership among officers and management employees provides an incentive for such employees to expand and improve the profits and prosperity of the Company. The Board also believes that stock ownership among non-employee directors will make service on the Board more attractive to present and prospective non-employee directors, as well as provide directors additional incentive to direct the Company effectively. Accordingly, on March 21, 2012, the Board approved the 2011 Stock Plan Amendment, subject to stockholder approval, to increase the aggregate number of shares authorized for issuance under the 2011 Stock Plan by 1,650,000 shares to 4,181,929 shares of common stock. This amendment was designed to enhance the flexibility of the Board in granting stock options and other awards to the Company's officers, employees, non-employee directors and other key persons and to ensure that the Company can continue to grant stock options and other awards to such persons at levels determined to be appropriate by the Board. A copy of the Amended 2011 Stock Plan is attached hereto as Appendix A and is incorporated herein by reference. The following summary of the material features of the Amended 2011 Stock Plan is qualified in its entirety by reference to the complete text of the Amended 2011 Stock Plan.

        Based solely on the closing price of our common stock as reported by the NASDAQ Stock Market LLC on April 10, 2012, the maximum aggregate market value of 1,650,000 shares of common stock proposed to be added to the 2011 Stock Plan pursuant to the 2011 Stock Plan Amendment is $9,372,000.

        The affirmative vote of a majority of the shares of common stock represented in person or by proxy at the Annual Meeting will be required for the approval of the Amended 2011 Stock Plan.

Summary of the CIFC Corp. 2011 Stock Option and Incentive Plan

        Purpose.     The purpose of the 2011 Stock Plan is to attract, retain and motivate the Company's employees, officers, directors and other key persons by providing them with either a proprietary interest in the Company's long-term success or compensation based on their performance.

        Plan Administration.     The 2011 Stock Plan is administered by the Board or a committee performing the functions of the Company's compensation committee (the "Administrator") and may consist of two or more "outside directors" as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and "non-employee directors" as defined under Rule 16b-3 of the Securities Exchange Act of 1934, as amended. The Administrator is empowered to select the individuals and entities that will receive grants of Awards (as defined below) and the terms of such Awards.

        Indemnification.     Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the 2011 Stock Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys' fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company's articles or bylaws or any directors' and officers' liability insurance

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coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

        Eligibility.     Full and part-time employees, officers, directors and other key persons and entities providing services to the Company and its subsidiaries are eligible to receive grants under the terms of the 2011 Stock Plan. As of the Record Date, there were approximately 66 full and part-time employees (including six officers) and nine non-employee directors eligible to participate in 2011 Stock Plan.

        Types of Awards.     The 2011 Stock Plan provides for grants of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted or Unrestricted Stock Awards, Restricted Stock Units, Cash-Based Awards, Performance Share Awards and Performance-Based Awards (collectively, the "Awards"). Awards will be evidenced by individual Award Certificates setting forth the terms and conditions of each Award, as determined by the Administrator and subject to the terms of the 2011 Stock Plan.

        Share and Award Limitations.     The maximum number of shares of the Company's common stock ("Stock") reserved and available for issuance under the 2011 Stock Plan will be 4,181,929 shares of Stock, subject to adjustment as described below. In the event that any outstanding Award is forfeited, canceled, held back upon exercise or settlement to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of shares of Stock or otherwise terminated, the shares of Stock allocable to such Award, to the extent of such termination, will again be available for issuance. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights with respect to no more than 4,181,929 shares of Stock may be granted to any one individual participant during any one calendar year period and no more than 4,181,929 shares of Stock may be issued in the form of Incentive Stock Options. The maximum Performance-Based Award payable to any one participant under the 2011 Stock Plan during a single Performance Cycle is 843,976 shares of Stock (subject to adjustment as described below) or $5,000,000 in the case of a Performance-Based Award paid in cash.

        Share and Award Adjustments.     In the event of any corporate event or transaction involving the Company or a Subsidiary such as a merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, exchange of shares, spin-off, extraordinary cash dividend or other similar change in capital structure or similar corporate event or transaction, the Administrator shall, to prevent dilution or enlargement of participants' rights under the 2011 Stock Plan, in its sole discretion, make an appropriate or proportionate adjustment in (i) the maximum number and kind of shares or other securities reserved for issuance under the 2011 Stock Plan, including the maximum number of shares that may be issued in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual participant and the maximum number of shares that may be granted under a Performance-Based Award, (iii) the number and kind of shares or other securities subject to any then outstanding Awards under the 2011 Stock Plan, (iv) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (v) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the 2011 Stock Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable.

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Awards

        Stock Options.     Stock Options may be granted as either (i) Incentive Stock Options within the meaning of Code Section 422(b) or (ii) Nonqualified Stock Options, which do not qualify as Incentive Stock Options. The exercise price per share of Stock subject to a Stock Option shall be determined by the Administrator and may not be less than the Fair Market Value of the Stock at the time of grant. The exercise period of each Stock Option granted shall be specified in an Award Certificate and will be no greater than 10 years. Incentive Stock Options may be granted only to employees of the Company or its Subsidiaries, but may not be granted to a participant who, at the time of the grant, owns stock possessing more than 10% of the total combined voting power of all outstanding Company Stock except under certain conditions.

        In no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation and re-grants or cancellation of Stock Options in exchange for cash, without stockholder approval. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to the 2011 Stock Plan's amendment provisions, in writing after the Award is issued, a participant's rights in any Stock Options that have not vested shall automatically terminate upon the participant's termination of employment (or other service relationship) with the Company and its Subsidiaries.

        Stock Appreciation Rights.     Stock Appreciation Rights provide a participant with the right to receive a payment in an amount equal to the excess of the (i) Fair Market Value, or other specified value, of a specified number of shares of Stock on the date the right is exercised, over (ii) the Fair Market Value of such shares of Stock on the date of grant, or other specified value that is at least equal to 100% of the Fair Market Value of the shares of Stock on the date of grant. Stock Appreciation Rights must expire no later than 10 years from the date of their grant or such shorter periods as may be specified in an Award Certificate.

        In no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Appreciation Rights in exchange for cash, without stockholder approval. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to the 2011 Stock Plan's amendment provisions, in writing after the Award is issued, a participant's rights in any Stock Appreciation Rights that have not vested shall automatically terminate upon the participant's termination of employment (or other service relationship) with the Company and its Subsidiaries.

        Stock Awards—Restricted or Unrestricted.     The Company may grant awards consisting of shares of Stock, which may or may not contain transferability restrictions and vesting restrictions relating to the participant's continued service with the Company and/or the achievement of pre-established performance goals. Such restrictions, if any, will be described in the Award Certificate.

        Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to the 2011 Stock Plan's amendment provisions, in writing after the Award is issued, if a participant's employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Stock that has not vested at the time of termination shall automatically be forfeited and deemed to have been reacquired by the Company at its original purchase price (if any) from such participant or such participant's legal representative simultaneously with such termination of employment (or other service relationship).

        Restricted Stock Units.     The Company may grant Restricted Stock Unit awards, which consist of the right to receive cash, common stock or a combination thereof at a date on or after meeting the vesting restrictions, which may include the participant's continued service with the Company and/or the achievement of pre-established performance goals. Such restrictions will be described in the Award Certificate.

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        Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to the 2011 Stock Plan's amendment provisions, in writing after the Award is issued, a participant's right in all Restricted Stock Units that have not vested shall automatically terminate upon the participant's termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

        Cash-Based Awards.     The Administrator may grant Cash-Based Awards that conform to the terms of the 2011 Stock Plan, including, without limitation, annual incentive awards. Cash-Based Awards may contain vesting restrictions, which may include the participant's continued service with the Company and/or the achievement of pre-established performance goals. Such restrictions, if any, will be described in the Award Certificate.

        Performance Share Awards.     The Administrator may grant Performance Share Awards independently or in connection with other Awards. The Administrator will establish performance objectives in an Award Certificate or in a separate performance plan and the participant will receive a certain number of shares of Stock based on the attainment of the performance objectives at the end of the performance period.

        Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to the 2011 Stock Plan's amendment provisions, in writing after the Award is issued, a participant's rights in all Performance Share Awards shall automatically terminate upon the participant's termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

        Performance-Based Awards.     Awards may be granted under the 2011 Stock Plan such that they qualify for the performance-based compensation exemption of Code Section 162(m). The granting, vesting or payment of such Performance-Based Awards will only be based on one or more of the following factors to be used by the Administrator for creating performance-based goals applicable to a given period (based upon Company-wide performance or the performance of a unit, division, group, or Subsidiary of the Company): (i) earnings before interest, taxes, depreciation and amortization, (ii) net income (loss) (either before or after interest, taxes, depreciation and/or amortization), (iii) changes in the market price of the Stock, (iv) economic value-added, (v) funds from operations or similar measure, (vi) sales or revenue, (vii) acquisitions or strategic transactions, (viii) operating income (loss), (ix) cash flow (including, but not limited to, operating cash flow and free cash flow), (x) return on capital, assets, equity, investment or assets under management, (xi) stockholder returns, (xii) return on sales, (xiii) gross or net profit levels, (xiv) productivity, (xv) expense, (xvi) margins, (xvii) operating efficiency, (xviii) customer satisfaction, (xix) working capital, (xx) earnings (loss) per share of Stock, (xxi) sales, (xxii) market share, (xxiii) number of customers, (xxiv) REIT taxable income, (xxv) cash dividends per share, (xxvi) book value, (xxvii) ratio of pre-tax net income to gross income, (xxviii) assets under investment management, (xxix) investment management fees, and (xxx) new originations of assets, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. Performance goals are selected by the Administrator in its discretion and must be established in writing no later than the earlier of (i) the 90th day in the Performance Cycle, or (ii) the expiration of 25% of the Performance Cycle.

        The Administrator must certify in writing that such performance goals are met before any Performance-Based Award amounts are distributed under the 2011 Stock Plan. The Administrator retains the discretion to revise any Performance-Based Awards earned by an individual downwards, without limitation. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to the 2011 Stock Plan's amendment provisions, in writing after the Award is issued, a participant's rights in all Performance-Based Awards shall automatically terminate upon the participant's termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

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        Deferrals.     The 2011 Stock Plan does not currently provide for the general deferral of all Awards payable under the 2011 Stock Plan. However, the Administrator may, in its sole discretion, permit a participant to elect to receive a portion of future cash compensation otherwise due to such participant in the form of Restricted Stock Units. Any such election must be made in writing and delivered to the Company no later than the date specified by the Administrator and in accordance with Code Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the participant elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the participant if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation will be fully vested, unless otherwise provided in the Award Certificate.

Change in Control

        Unless otherwise specified in an Award Certificate, the Administrator may determine that, upon the occurrence of a Sale Event of the Company, all or a portion of each outstanding Award shall become exercisable, payable in full, or terminate within a specified number of days after notice to the participant. The Administrator may also substitute Awards with substantially the same terms, cancel outstanding Awards for fair value or cancel the unvested portions of outstanding Awards for no consideration.

Amendment and Termination of the 2011 Stock Plan

        The Board may, at any time, amend or discontinue the 2011 Stock Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the participant's consent. Except as provided in Section 3(b), 3(c) or 16 of the 2011 Stock Plan, without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash. To the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the 2011 Stock Plan are qualified under Code Section 422, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Code Section 162(m), 2011 Stock Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders.

Certain Federal Income Tax Considerations

        The following is a general description of the United States federal income tax consequences to participants and the Company relating to Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, Cash-Based Awards and Performance Share Awards. The 2011 Stock Plan is not qualified under Code Section 401(a). This discussion only applies to U.S. citizens and/or residents and does not purport to cover all tax consequences relating to awards granted under the 2011 Stock Plan. This description is intended for use by our stockholders in determining how to vote at our Annual Meeting and not as tax advice to persons who receive Awards under the 2011 Stock Plan.

        Incentive Stock Options.     A participant generally will not recognize income, and the Company will not be entitled to a deduction from income, at the time of grant of an Incentive Stock Option. If the option is exercised during employment, or within three months thereafter (or one year in the case of a

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permanently and totally disabled employee), the participant generally will not recognize any income and the Company will not be entitled to a deduction. However, the excess of the Fair Market Value of the Stock on the date of exercise over the option price generally is included in computing the participant's alternative minimum taxable income.

        Generally, if the participant disposes of the shares of Stock acquired by exercise of an Incentive Stock Option within either two years after the date of grant or one year after the date of exercise, the participant will recognize ordinary income, and the Company will be entitled to a deduction equal to the excess of the Fair Market Value of the Stock on the date of exercise over the option price (limited generally to the gain on the sale). The balance of any gain or loss will be treated as a capital gain or loss to the participant. If the shares of Stock are disposed of after the two year and one year periods described above expire, the Company will not be entitled to any deduction, and the entire gain or loss for the participant will be treated as a long-term capital gain or loss.

        Nonqualified Stock Options.     A participant generally will not recognize income, and the Company will not be entitled to a deduction from income, at the time of grant of a Nonqualified Stock Option. When the option is exercised, the participant will recognize ordinary income equal to the difference, if any, between the aggregate exercise prices paid and the Fair Market Value, as of the date the option is exercised, of the shares of Stock received. The participant's tax basis in the shares of Stock acquired upon exercise will equal the exercise price paid plus the amount recognized by the participant as ordinary income. The Company generally will be entitled to a federal income tax deduction in the tax year in which the option is exercised, equal to the ordinary income recognized by the participant as described above. If the participant holds the shares of Stock acquired through exercise of a Nonqualified Stock Option for more than one year after the exercise of the option, the gain or loss realized upon the sale of those shares generally will be a long-term capital gain or loss. The participant's holding period for shares of Stock acquired upon the exercise of an option will begin on the date of exercise.

        Stock Appreciation Rights.     A participant generally will not recognize income, and the Company will not be entitled to a deduction from income, at the time of grant of a Stock Appreciation Right. When the Stock Appreciation Right is exercised, the participant will recognize ordinary income equal to the difference between the aggregate grant price and the Fair Market Value, as of the date the Stock Appreciation Right is exercised, of the Stock. The participant's tax basis in the shares of Stock acquired upon exercise of a stock-settled Stock Appreciation Right will equal the amount recognized by the participant as ordinary income. The Company generally will be entitled to a federal income tax deduction in the year in which the Stock Appreciation Right is exercised, equal to the ordinary income recognized by the participant as described above. If the participant holds the shares of Stock acquired through exercise of a stock-settled Stock Appreciation Right for more than one year after the exercise of the Stock Appreciation Right, the gain or loss realized upon the sale of those shares will be a long-term capital gain or loss. The participant's holding period for the shares of Stock acquired upon the exercise of a stock-settled Stock Appreciation Right will begin on the date of exercise.

        Restricted Stock Awards.     Restricted Stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the Fair Market Value of the shares of Stock over the purchase price (if any) only at the time the restrictions lapse (unless the participant elects to accelerate recognition as of the date of grant through an election under Code Section 83(b)). The Company generally will have (at the time the participant recognizes income) a corresponding deduction.

        Unrestricted Stock Awards.     Unrestricted Stock Awards generally are subject to tax at the time of payment and the Company generally will have a corresponding deduction when the participant recognizes income.

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        Restricted Stock Units.     Restricted Stock Units generally are subject to tax at the time of payment and the Company generally will have a corresponding deduction when the participant recognizes income.

        Cash-Based Awards.     Cash-Based Awards generally are subject to tax at the time of payment and the Company generally will have a corresponding deduction when the participant recognizes income.

        Performance Share Awards.     Performance Share Awards generally are subject to tax at the time of payment and the Company generally will have a corresponding deduction when the participant recognizes income.

        Compliance with Code Section 409A.     The American Jobs Creation Act of 2004, enacted on October 22, 2004, revised the federal income tax law applicable to certain types of awards that may be granted under the 2011 Stock Plan. To the extent applicable, it is intended that the 2011 Stock Plan and any grants made under the 2011 Stock Plan either be exempt from, or, in the alternative, comply with the provisions of Code Section 409A, including the exceptions for stock rights and short-term deferrals. The Company intends to administer the 2011 Stock Plan and any grants made thereunder in a manner consistent with the requirements of Code Section 409A.

        Notwithstanding the foregoing, in the event any Award is subject to such additional taxes, interest or penalties pursuant to Code Section 409A, the Administrator may, in its sole discretion and without a participant's prior consent, amend the 2011 Stock Plan and/or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to (a) exempt the 2011 Stock Plan and/or any Award from the application of Code Section 409A, (b) preserve the intended tax treatment of any such Award, or (c) comply with the requirements of Code Section 409A, including without limitation any such regulations, guidance, compliance programs, and other interpretative authority that may be issued after the date of the grant.

        Code Section 162(m).     Stockholder approval of the 2011 Stock Plan is sought so that the compensation payable under the 2011 Stock Plan that is intended to qualify as performance-based compensation under Code Section 162(m) will be treated as such. If the 2011 Stock Plan and the performance goals thereunder are approved by the stockholders and the 2011 Stock Plan is administered in accordance with the performance-based compensation exception under Code Section 162(m), payment of the full amounts calculated under the 2011 Stock Plan should be deductible by the Company for federal income tax purposes. Each provision of the 2011 Stock Plan and each Award Certificate relating to Performance-Based Awards shall be construed so that each such Award shall be "qualified performance-based compensation" within the meaning of Code Section 162(m) and related regulations, and any provisions that cannot be so construed as such shall be disregarded.

New Plan Benefits

        Awards under the 2011 Stock Plan will be made at the discretion of the Administrator. On March 21, 2012, the Administrator approved Nonqualified Stock Option awards under the 2011 Stock Plan for certain members of the Company's senior management team, subject to the 2011 Stock Plan Amendment's approval by stockholders (note that because these awards were approved in 2012 as a part of 2012 compensation, they are not included in the Summary Compensation Table on page 20). These awards have an exercise price of $5.10 per share, a term of ten years, and vest over four years, with ¹ / 4 of the award vesting on the January 31, 2013 and ¹ / 16 vesting quarterly thereafter. Other than these Nonqualified Stock Option awards, no decisions have been made regarding the amount and type of equity or long-term awards that are to be made under the 2011 Stock Plan to participants in the future. The following table sets forth certain information relating to the grant of Nonqualified Stock

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Option awards to certain members of the Company's senior management team, which are subject to the 2011 Stock Plan Amendment's approval by stockholders. No amounts have been included relating to other equity awards as the amounts of any such awards are not determinable at this time.

NEW PLAN BENEFITS TABLE

Equity Compensation Plan Information

        The following table provides information as of December 31, 2011 regarding the shares of common stock that may be issued under the Company's equity compensation plan consisting of the 2011 Option Plan (but excluding the additional shares of common stock subject to this proposal).

Amended 2011 Stock Plan

        The Plan is hereby amended by deleting the number 2,531,929 in the three instances it appears and substituting therefor the number 4,181,929. The Plan Amendment shall be effective upon approval of the stockholders of the Company at the 2012 Annual Meeting of Stockholders. If the Plan Amendment is not so approved at such meeting, then the amendment to the Plan set forth herein shall be void ab initio .

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THE BOARD RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE FIRST AMENDMENT
TO THE CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN.

PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THE PROPOSAL UNLESS
STOCKHOLDERS SPECIFY A CONTRARY VOTE.

STOCKHOLDER PROPOSALS FOR 2013 ANNUAL MEETING OF STOCKHOLDERS

        Stockholders who intend to present proposals at the Company's annual meeting of stockholders in 2013 pursuant to Rule 14a-8 under the Exchange Act must send notice of their proposal to us so that we receive it no later than December 20, 2012. Stockholders who intend to present proposals at the annual meeting of stockholders in 2013 other than pursuant to Rule 14a-8 must comply with the notice provisions in our Bylaws. The notice provisions in our Bylaws require that, for a proposal to be properly brought before the annual meeting of stockholders in 2013, proper notice of the proposal be received by us not less than 90 days or more than 120 days prior to the first anniversary of the date of the Annual Meeting. Stockholder proposals should be addressed to CIFC Corp., 250 Park Avenue, 4 ^th  Floor, New York, New York 10177, Attention: Secretary.

OTHER MATTERS

        We know of no other matters to be submitted to the stockholders at the 2012 Annual Meeting. If any other matters properly come before the meeting, persons named in the proxy intend to vote the shares they represent in accordance with their own judgments.

         Upon written request by any stockholder entitled to vote at the 2012 Annual Meeting, we will promptly furnish, without charge, a copy of the Annual Report on Form 10-K for the year ended December 31, 2011 which we filed with the SEC, including financial statements and schedules. If the person requesting the report was not a stockholder of record on April 2, 2012, the request must contain a good faith representation that he or she was a beneficial owner of our common stock at the close of business on that date. Requests should be addressed to CIFC Corp., 250 Park Avenue, 4 ^th  Floor, New York, New York 10177, Attention: Secretary.

By Order of the Board of Directors,

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Appendix A

FIRST AMENDMENT TO
CIFC CORP.
2011 STOCK OPTION AND INCENTIVE PLAN

         WHEREAS , CIFC Corp. (the "Company") desires to amend the CIFC Corp. 2011 Stock Option and Incentive Plan (the "Plan") to increase the aggregate number of shares authorized for issuance under the Plan by 1,650,000 shares of common stock, par value $0.001 per share, of the Company (the "Plan Amendment"); and

         WHEREAS , on March 21, 2012, subject to stockholder approval, the Board of Directors of the Company approved the Plan Amendment.

         NOW THEREFORE , in accordance with Section 18 of the Plan, the Plan is hereby amended as follows:

        1.     Section 3(a) of the Plan is hereby amended by deleting the number 2,531,929 in the three instances it appears and substituting therefor the number 4,181,929.

        2.     The Plan Amendment shall be effective upon approval of the stockholders of the Company at the 2012 Annual Meeting of Stockholders. If the Plan Amendment is not so approved at such meeting, then the amendment to the Plan set forth herein shall be void ab initio .

        3.     Except as herein above provided, the Plan is hereby ratified, confirmed and approved in all respects.

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