INVESTMENT ADVISORY AGREEMENT between VERTICAL CAPITAL INCOME FUND and VERTICAL CAPITAL ASSET MANAGEMENT, LLCInvestment Advisory Agreement • September 30th, 2011 • Vertical Capital Income Fund • New York
AGREEMENT, made as of August 2, 2011, between VERTICAL CAPITAL INCOME FUND, a Delaware statutory trust (the "Trust"), and VERTICAL CAPITAL ASSET MANAGEMENT, LLC (the "Adviser") located at 7700 Irvine Center Drive, Suite 150, Irvine, California 92618.
UNDERWRITING AGREEMENT Between VERTICAL CAPITAL INCOME FUND and NORTHERN LIGHTS DISTRIBUTORS, LLCUnderwriting Agreement • September 30th, 2011 • Vertical Capital Income Fund • Nebraska
THIS UNDERWRITING AGREEMENT made the 2nd day of August 2011 by and between VERTICAL CAPITAL INCOME FUND, a Delaware statutory trust, having its principal office and place of business at 450 Wireless Boulevard, Hauppauge, NY 11788 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“NLD”).
By-Laws of VERTICAL CAPITAL INCOME FUNDBy-Laws • September 30th, 2011 • Vertical Capital Income Fund
FUND SERVICES AGREEMENT between VERTICAL CAPITAL INCOME FUND andFund Services Agreement • September 30th, 2011 • Vertical Capital Income Fund • New York
THIS FUND SERVICES AGREEMENT (the “Agreement”) made as of the 2nd day of August, 2011, by and between VERTICAL CAPITAL INCOME FUND, a Delaware statutory trust having its principal office and place of business at 450 Wireless Blvd., Hauppauge, New York 11788 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.
CUSTODIAN AGREEMENTCustodian Agreement • September 30th, 2011 • Vertical Capital Income Fund • California
This Custodian Agreement is made by and between VERTICAL CAPITAL INCOME FUND, on behalf of each series listed on Schedule I, which may be amended from time to time ("Principal"), and UNION BANK, N.A. ("Custodian"). Principal desires that Custodian hold and administer on behalf of Principal certain Securities (as herein defined). Custodian is willing to do so on the terms and conditions set forth in this Agreement. Accordingly, Principal and Custodian agree as follows:
CONSULTING AGREEMENTConsulting Agreement • September 30th, 2011 • Vertical Capital Income Fund • New York
This Consulting Agreement (the “Agreement”) is effective August 2, 2011 between NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 450 Wireless Boulevard, Hauppauge, NY 11788 (“NLCS”), and VERTICAL CAPITAL INCOME FUND, a registered investment company organized as a Delaware business trust, located at 7700 Irvine Center Drive, Suite 150, Irvine, California 92618 (the "Trust"), on behalf of each portfolio series listed on the attached Appendix A (each a “Fund” and collectively “Funds”).
Northern Lights Distributors, LLC Omaha, Nebraska 68137 Dealer’s AgreementDealer's Agreement • September 30th, 2011 • Vertical Capital Income Fund • New York
Northern Lights Distributors, LLC (“Underwriter”) invites you, as a selected dealer, to participate as principal in the distribution of shares (the “Shares”) of Vertical Capital Income Fund (the “Fund”), of which it is the exclusive underwriter. Underwriter agrees to sell to you, subject to any limitations imposed by the Fund, Shares issued by the Fund and to promptly confirm each sale to you. All sales will be made according to the following terms:
VERTICAL CAPITAL INCOME FUND OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • September 30th, 2011 • Vertical Capital Income Fund • New York
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 2nd day of August, 2011, by and between VERTICAL CAPITAL INCOME FUND, a Delaware statutory trust (the “Trust” or “Fund”), and the Advisor of such Fund, VERTICAL CAPITAL ASSET MANAGEMENT, LLC (the “Advisor”).
SUBSCRIPTION AGREEMENT BETWEEN THE FUND AND THE INVESTORS VERTICAL CAPITAL INCOME FUND LETTER OF INVESTMENT INTENTSubscription Agreement • September 30th, 2011 • 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.
SHAREHOLDER SERVICING PLAN UNDER THE INVESTMENT COMPANY ACT OF 1940Shareholder Servicing Plan • September 30th, 2011 • Vertical Capital Income Fund
This SHAREHOLDER SERVICING PLAN (the “Plan”) is made as of August 2, 2011 by and between Vertical Capital Income Fund (the “Fund,”), and the distributor for the Fund, Northern Lights Distributors, LLC (the “DISTRIBUTOR”).
