0001580642-19-005041 Sample Contracts

INVESTMENT ADVISORY AGREEMENT between VERTICAL CAPITAL INCOME FUND and OAKLINE ADVISORS, LLC
Investment Advisory Agreement • November 6th, 2019 • Vertical Capital Income Fund • New York

AGREEMENT, made with effect as of September 30, 2019, between VERTICAL CAPITAL INCOME FUND, a Delaware statutory trust (the "Trust"), and OAKLINE ADVISORS, LLC (the "Adviser") located at 14675 Dallas Parkway, Suite 600, Dallas, TX 75254.

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By-Laws of VERTICAL CAPITAL INCOME FUND
Vertical Capital Income Fund • November 6th, 2019
VERTICAL CAPITAL INCOME FUND OPERATING EXPENSES LIMITATION AGREEMENT
Fund Operating Expenses Limitation Agreement • November 6th, 2019 • Vertical Capital Income Fund • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement"), which supersedes any prior operating expense limitation agreements, is effective as of September 30, 2019, by and between VERTICAL CAPITAL INCOME FUND, a Delaware statutory trust (the "Fund"), and the Advisor of such Fund, OAKLINE ADVISORS, LLC (the "Advisor").

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