0000910472-13-000220 Sample Contracts

UNDERWRITING AGREEMENT Between VERTICAL CAPITAL INCOME FUND and NORTHERN LIGHTS DISTRIBUTORS, LLC
Underwriting Agreement • January 24th, 2013 • Vertical Capital Income Fund • Nebraska

THIS UNDERWRITING AGREEMENT effective the 10th day of November 2012 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 17605 Wright Street, Omaha, Nebraska 68130 (“NLD”).

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VERTICAL CAPITAL INCOME FUND OPERATING EXPENSES LIMITATION AGREEMENT
Income Fund Operating Expenses Limitation Agreement • January 24th, 2013 • Vertical Capital Income Fund • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 21st day of January, 2013, 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”).

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