SUBSCRIPTION AGREEMENT BETWEEN THE FUND AND THE INVESTORS VERTICAL CAPITAL INCOME FUND LETTER OF INVESTMENT INTENT

SUBSCRIPTION AGREEMENT BETWEEN THE FUND AND THE INVESTORS

VERTICAL CAPITAL INCOME FUND

LETTER OF INVESTMENT INTENT

To the Board of Trustees of Vertical Capital Income Fund:

The undersigned (the "Purchasers") each hereby subscribes to purchase a beneficial interest ("Interest") in the Vertical Capital Income Fund, in the amount of $50,000.00 for 5,000 shares at net asset value of $10.00 per share, in consideration for which each Purchaser agrees to transfer to you upon demand cash in the amount of $50,000.00.

The Purchasers agree that the Interests are being purchased for investment purposes only and with no present intention of reselling or redeeming said Interest.

Effective: September 22, 2011

By:/s/Xxxxxxxxxxx Xxxxx

By:/s/Xxxxxxx Xxxxxxxxx

Xxxxxxxxxxx Xxxxx

Xxxxxxx Xxxxxxxxx on behalf of the

Xxxxxxx & Xxxxx Xxxxxxxxx Trust