0001580642-15-005877 Sample Contracts

INVESTMENT ADVISORY AGREEMENT between VERTICAL CAPITAL INCOME FUND and BEHRINGER ADVISORS, LLC
Investment Advisory Agreement • December 17th, 2015 • Vertical Capital Income Fund • New York

AGREEMENT, made with effect as of November 16, 2015, between VERTICAL CAPITAL INCOME FUND, a Delaware statutory trust (the "Trust"), and BEHRINGER ADVISORS, LLC (the "Adviser") located at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.

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UNDERWRITING AGREEMENT Between VERTICAL CAPITAL INCOME FUND and NORTHERN LIGHTS DISTRIBUTORS, LLC
Underwriting Agreement • December 17th, 2015 • Vertical Capital Income Fund • Nebraska

THIS UNDERWRITING AGREEMENT effective the 30th day of April, 2015, by and between VERTICAL CAPITAL INCOME FUND, a Delaware statutory trust, having its principal office and place of business at 80 Arkay Drive, Suite 110, 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”).

VERTICAL CAPITAL INCOME FUND OPERATING EXPENSES LIMITATION AGREEMENT
Fund Operating Expenses Limitation Agreement • December 17th, 2015 • Vertical Capital Income Fund • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective as of July 6, 2015, by and between VERTICAL CAPITAL INCOME FUND, a Delaware statutory trust (the "Trust" or "Fund"), and the Advisor of such Fund, BEHRINGER ADVISORS, LLC (the "Advisor").

SERVICING AGREEMENT
Servicing Agreement • December 17th, 2015 • Vertical Capital Income Fund • Colorado

This Servicing Agreement is entered into as of June 24, 2015, by and between Statebridge Company, LLC with an office at 5680 Greenwood Plaza Blvd., Suite 100, Greenwood Village, Colorado 80111 ("Servicer"), and Vertical Capital Income Fund with an office at 80 Arkay Drive, Suite 110, Hauppauge, NY 11788 ("Investor"). Each of Servicer and Investor may be referred to herein as a "Party" to this Agreement (as defined herein).

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