Carlyle Credit Income Fund (CCIF) N-CSRS Certified semi-annual shareholder report (management investment company)

united states
securities and exchange commission
washington, d.c. 20549

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number 811-22554

Vertical Capital Income Fund

(Exact name of registrant as specified in charter)

80 Arkay Drive, Hauppauge, NY 11788

(Address of principal executive offices) (Zip code)

Richard Malinowski, Gemini Fund Services, LLC

17605 Wright Street, Omaha, Nebraska, 68130

(Name and address of agent for service)

Registrant's telephone number, including area code: 631-470-2734

Date of fiscal year end: 9/30

Date of reporting period:3/31/19

Item 1. Reports to Stockholders.

Vertical Capital Income Fund

Class A	Class C
VCAPX	VCCPX
Cusip: 92535C104	Cusip: 92535C401

Semi-Annual Report

March 31, 2019

Investor Information: 1-866-277-VCIF

This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing contained herein is to be considered an offer of sale or solicitation of an offer to buy shares of the Vertical Capital Income Fund. Such offering is made only by prospectus, which includes details as to offering price and other material information.

Distributed by Northern Lights Distributors, LLC

Member FINRA

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website https://www.vertical-incomefund.com/, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically or to continue receiving paper copies of shareholder reports, which are available free of charge, by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by following the instructions included with paper Fund documents that have been mailed to you.

 

May 28, 2019

Dear Shareholder,

We are pleased to report a successful mid-year update for the Vertical Capital Income Fund (the “Fund”). Consistent with our investment objective to seek income, the Fund once again made continuous monthly distributions of approximately $0.25 per class A share for the six-month period ended March 31, 2019. In addition, a special distribution of approximately $0.20 per class A share was paid in December 2018 as a result of net capital gains realized on loan sales and loan payoffs during the last fiscal year ending September 30, 2018.

For the six-month period ended March 31, 2019, the Fund produced a total return (load waived) of 5.95% per class A share, compared to one of its key benchmarks, the Barclays Capital Mortgage Backed Securities Index, which reported a total return of 4.30%. Including the maximum load, the Fund’s total return was -0.18% per class A share. Since inception, the Fund has produced an annualized total return of 8.15% per class A share. By contrast, the SEC Yield per class A share as of March 31, 2019 totaled 1.54%.

Update on Fund Strategy and Economic Outlook

During the last year, the U.S. economy grew at an annualized rate of 3.0%, the strongest year for GDP growth in the U.S. since 2005. Forecasters predict domestic growth slowing to 2.0% for 2019 and 1.4% for 2020 and 2021, more in line with the pace of the global economy and reflecting continuing concerns surrounding Brexit, its impact on European economies and on-going U.S. trade tensions with many countries, most notably China. The U.S. economy appears to have reached full employment with the unemployment rate at 3.8% as of the end of 2018.

Following a series of rate hikes during the last few years, including a full 1.00% increase during 2018, the Federal Reserve has dialed back projections for further hikes in 2019. The benchmark interest rate should therefore remain in a range of 2.25-2.50% for some time. The 10-year U.S. Treasury rate increased slightly from 2.58% to 2.71% from the beginning to the end of 2018; however, rates peaked at 3.12% in November, reflecting a highly volatile year in the Treasury market. Rates in early 2019 are now approximately the same as they were a year ago. The 30-year residential mortgage rate (which is typically benchmarked against the 10-year Treasury) increased by approximately 50 bps during 2018, ending the year around 4.8%.

Total residential mortgage originations for 2018 were $1.64 trillion, not far off projections entering the year. That number is expected to increase slightly to $1.66 trillion in 2019, with additional modest increases in 2020 and 2021 driven by a combination of refinance and new purchase originations. For several years home prices have been increasing in almost every major U.S. market causing affordability measures to come under some amount of pressure.

We continue to pursue investment opportunities in all types of whole residential mortgages, including non-qualified, performing, re-performing, long-term, short-term, fixed rate and adjustable. The Fund primarily invests in residential mortgage loans traded in the secondary market at a discount to their unpaid principal balances. The secondary whole loan market is part of the larger $10.9 trillion one- to four- family residential mortgage market and historically boasts a deep roster of institutional participants, along with a diverse universe of sellers and reasons for sale. As such, we are comfortable that we will continue to see an adequate supply of one-off and portfolio acquisitions, as well as disposition opportunities when it makes sense for us to sell.

Fund Results of Operations and Liquidity

Total net assets as of March 31, 2019 were approximately $129 million, comprised of 786 individual loan investments. Those numbers are down from $152 million and roughly 900 loans a year ago. The reductions are due to the sale of assets to honor the Fund’s quarterly tender and share redemption obligations, which will no longer be a burden going forward (as discussed below). Every one of the portfolio’s key metrics, including current weighted average loan-to-value, weighted average effective interest rates, borrower FICO credit scores and percent of performing loans, are either the same or better than they were a year ago.

We continue to employ a conservative approach to managing the Fund’s balance sheet. In July 2018 the Fund refinanced its prior credit facility with a new line of credit with a new lender, increasing availability by $15 million to $35 million at a lower cost. The increased capacity has provided the Fund with greater flexibility in managing its capital structure, providing transactional bridge financing as well as the capacity to honor historical redemption requests.

NYSE Listing

Since inception, the Fund has operated as a continuously offered closed-end fund (known as an interval fund), which had the fundamental policy of making quarterly repurchase offers for no less than 5% of the Fund’s shares outstanding at net asset value. Over the last several years, some shareholders have had their redemption requests prorated as total requests to sell shares exceeded 5%. Given the unsustainability of this situation, the Fund’s management and Trustees undertook an analysis of strategic options to determine the best path forward for investors. In the end, the decision was made that a listing on the New York Stock Exchange would benefit shareholders most. The listing provides daily liquidity through the secondary market, gives investors discretion over the liquidity decision, provides stability to the asset base and may lower Fund operating expenses. In March 2019, a proxy proposal to make the necessary changes to facilitate the listing was approved by the shareholders and the Fund’s shares are expected to begin trading on the NYSE on May 29, 2019.

We appreciate your support and look forward to reporting another successful six months later this year.

Regards,

Robert J. Chapman

Chairman of the Board of Trustees and Co-Portfolio Manager

David Aisner

Co-Portfolio Manager

3394-NLD-5/28/2019

Vertical Capital Income Fund

PORTFOLIO REVIEW (Unaudited)

March 31, 2019

The Fund’s performance figures for the period ended March 31, 2019, compared to its benchmark:

	Six Months	One Year	Three Years	Five Years	Since Inception *	Since Inception **
The Vertical Capital Income Fund Class A	5.95%	6.73%	6.39%	7.93%	8.15%	N/A
The Vertical Capital Income Fund Class A with load	(0.18)%	1.94%	4.78%	6.94%	7.47%	N/A
The Vertical Capital Income Fund Class C	5.48%	5.86%	N/A	N/A	N/A	5.65%
Bloomberg Barclays Capital Mortgage Backed Securities Index	4.30%	4.42%	1.77%	2.65%	2.20%	3.46%

* Class A shares commenced operations on December 30, 2011. The performance of the Fund is based on average annual returns.

** Class C shares commenced operations on January 24, 2018. The performance of the Fund is based on average annual returns.

The Bloomberg Barclays Capital Mortgage Backed Securities Index is an unmanaged index composed of securities backed by mortgage pools of Ginnie Mae, Freddie Mac and Fannie Mae. Investors cannot invest directly in an index or benchmark.

Past performance is not predictive of future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. Total returns would have been lower had the Adviser not waived its fees and reimbursed a portion of the Fund’s expenses. The Fund’s total gross annual operating expenses are 3.03% for Class A and 3.85% for Class C per the latest Prospectus (see Financial Highlights for more current expense ratios). For performance information current to the most recent month-end, please call 1-866-277-VCIF.

PORTFOLIO COMPOSITION***
Mortgage Notes	99.6	%
Other Investments	0.4	%
	100.0	%
***    Based on Investments at Value as of March 31 , 2019.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES - 101.7%
$	114,725	Loan ID 200003	Fixed	7.250%	9/1/2035	$	101,519
	235,864	Loan ID 200004	Fixed	7.990%	10/1/2036		247,657
	49,250	Loan ID 200012	ARM	9.800%	7/1/2037		49,877
	36,457	Loan ID 200016	ARM	10.375%	1/1/2031		38,280
	48,508	Loan ID 200018	Fixed	7.000%	1/1/2033		50,933
	98,186	Loan ID 200023	Fixed	5.875%	12/1/2050		89,387
	120,166	Loan ID 200025	ARM	5.250%	3/1/2034		126,174
	205,980	Loan ID 200026	Interest Only	4.750%	1/1/2050		213,544
	228,102	Loan ID 200028	Fixed	4.875%	6/1/2050		235,345
	204,892	Loan ID 200029	Fixed	6.310%	7/1/2037		205,555
	323,846	Loan ID 200032	Fixed	3.130%	1/1/2051		294,210
	543,170	Loan ID 200035	Fixed	4.625%	11/1/2050		552,473
	62,942	Loan ID 200036	Fixed	7.940%	1/12/2034		37,209
	154,701	Loan ID 200037	Fixed	7.800%	5/1/2035		162,436
	113,363	Loan ID 200041	Fixed	4.875%	8/1/2039		117,927
	39,358	Loan ID 200042	Fixed	7.000%	12/1/2037		41,326
	59,568	Loan ID 200043	Fixed	6.125%	7/1/2039		62,547
	50,221	Loan ID 200048	Fixed	5.500%	8/1/2039		52,732
	149,482	Loan ID 200052	Fixed	5.125%	5/1/2040		156,262
	52,838	Loan ID 200054	Fixed	8.250%	3/1/2039		55,479
	79,854	Loan ID 200055	Fixed	10.000%	1/5/2036		83,847
	121,455	Loan ID 200057	ARM	4.750%	10/1/2036		124,265
	31,869	Loan ID 200060	Fixed	5.750%	8/1/2039		33,462
	24,609	Loan ID 200065	ARM	9.375%	1/1/2037		25,839
	206,232	Loan ID 200072	Fixed	0.000%	2/1/2051		172,144
	123,754	Loan ID 200073	Fixed	0.000%	2/1/2026		103,643
	129,985	Loan ID 200074	Fixed	0.000%	2/1/2031		108,862
	192,407	Loan ID 200075	Fixed	4.250%	2/1/2042		194,565
	159,730	Loan ID 200076	Fixed	4.250%	12/1/2041		161,004
	26,096	Loan ID 200078	Fixed	7.000%	8/1/2036		27,400
	133,896	Loan ID 200079	Fixed	5.000%	2/1/2059		116,902
	65,461	Loan ID 200082	Fixed	8.250%	4/1/2040		58,112
	178,130	Loan ID 200084	Fixed	7.000%	3/1/2039		150,915
	192,142	Loan ID 200086	Fixed	4.250%	11/1/2050		151,376
	219,223	Loan ID 200087	Fixed	6.000%	3/1/2051		201,275
	118,261	Loan ID 200088	Fixed	7.000%	6/1/2039		100,085
	258,292	Loan ID 200089	Fixed	3.875%	3/1/2052		204,637
	271,779	Loan ID 200090	Fixed	4.500%	11/1/2036		69,248
	126,073	Loan ID 200093	Fixed	5.000%	2/1/2038		131,668
	71,327	Loan ID 200102	Fixed	8.250%	3/1/2040		70,582
	108,741	Loan ID 200110	Fixed	8.250%	8/1/2039		113,084
	69,889	Loan ID 200128	Fixed	4.710%	7/1/2037		50,200
	447,681	Loan ID 200129	Fixed	4.625%	3/1/2052		377,391
	27,951	Loan ID 200131	Fixed	3.875%	11/1/2027		27,655
	117,433	Loan ID 200135	Fixed	4.375%	12/1/2042		119,189
	120,680	Loan ID 200137	Fixed	4.500%	9/1/2042		122,983
	76,723	Loan ID 200141	Fixed	4.250%	2/1/2042		76,415
	120,980	Loan ID 200143	Fixed	3.000%	2/1/2037		113,702
	381,121	Loan ID 200145	Fixed	4.625%	8/1/2051		329,176
	96,956	Loan ID 200152	ARM	5.625%	9/1/2037		101,614

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	147,918	Loan ID 200158	Fixed	3.625%	12/1/2042	$	144,173
	119,555	Loan ID 200160	Fixed	3.250%	2/1/2043		112,923
	211,449	Loan ID 200162	Fixed	3.875%	7/1/2042		209,339
	187,928	Loan ID 200165	Fixed	4.375%	12/1/2041		190,791
	106,293	Loan ID 200168	Fixed	3.750%	10/1/2042		104,013
	21,928	Loan ID 200169	Fixed	6.923%	9/1/2034		23,025
	133,205	Loan ID 200172	Fixed	7.250%	2/1/2037		139,865
	87,032	Loan ID 200174	Fixed	7.340%	4/1/2037		87,032
	49,944	Loan ID 200175	Fixed	9.600%	5/1/2037		52,441
	32,669	Loan ID 200177	Fixed	8.000%	1/11/2022		34,303
	377	Loan ID 200179	Fixed	7.250%	7/27/2019		396
	108,172	Loan ID 200181	Fixed	7.500%	6/1/2041		112,080
	70,458	Loan ID 200184	Fixed	4.375%	12/1/2042		71,385
	27,104	Loan ID 200185	Fixed	5.375%	6/1/2042		28,459
	51,646	Loan ID 200186	Fixed	5.125%	8/1/2042		54,109
	143,378	Loan ID 200188	Fixed	3.875%	2/1/2043		141,850
	317,456	Loan ID 200190	Fixed	3.625%	11/1/2042		309,518
	156,830	Loan ID 200194	Fixed	4.750%	9/1/2041		162,480
	250,051	Loan ID 200195	Fixed	3.875%	3/1/2042		247,543
	96,341	Loan ID 200196	Fixed	4.500%	1/1/2043		98,248
	37,503	Loan ID 200197	Fixed	4.750%	11/1/2042		38,628
	39,391	Loan ID 200198	Fixed	5.250%	10/1/2042		41,360
	272,364	Loan ID 200199	Fixed	4.000%	9/1/2042		271,331
	233,669	Loan ID 200200	Fixed	3.875%	9/1/2042		227,864
	45,198	Loan ID 200201	Fixed	5.125%	8/1/2041		47,457
	21,984	Loan ID 200206	Fixed	3.990%	12/1/2042		21,844
	45,326	Loan ID 200208	Fixed	4.250%	1/1/2043		45,736
	188,922	Loan ID 200209	Fixed	3.875%	8/1/2042		187,084
	53,202	Loan ID 200214	Fixed	5.750%	7/1/2039		55,862
	109,528	Loan ID 200216	Fixed	5.750%	9/1/2039		115,004
	138,196	Loan ID 200217	Fixed	5.250%	7/1/2040		145,106
	70,916	Loan ID 200218	Fixed	4.250%	12/1/2041		71,680
	191,136	Loan ID 200219	Fixed	4.250%	4/1/2043		193,027
	184,876	Loan ID 200224	Fixed	4.000%	7/1/2043		184,577
	78,607	Loan ID 200226	Fixed	5.250%	7/1/2041		78,607
	48,571	Loan ID 200228	Fixed	4.625%	8/1/2042		49,805
	139,374	Loan ID 200230	Fixed	3.500%	2/1/2043		134,577
	65,468	Loan ID 200232	Fixed	3.875%	8/1/2042		64,835
	113,070	Loan ID 200243	Fixed	3.750%	4/1/2043		110,741
	25,876	Loan ID 200244	Fixed	5.000%	5/1/2042		26,841
	192,607	Loan ID 200245	Fixed	3.875%	3/1/2043		190,513
	86,988	Loan ID 200286	Fixed	4.500%	7/1/2043		88,909
	96,519	Loan ID 200287	Fixed	4.375%	7/1/2043		97,906
	321,885	Loan ID 200288	Fixed	4.375%	11/1/2041		327,385
	276,709	Loan ID 200290	Fixed	4.250%	4/1/2043		279,574
	195,997	Loan ID 200296	Fixed	3.250%	2/1/2043		185,169
	168,547	Loan ID 200297	Fixed	3.375%	10/1/2042		160,929
	185,202	Loan ID 200299	Fixed	3.625%	10/1/2042		180,419
	115,388	Loan ID 200300	Fixed	8.400%	10/20/2037		121,158
	105,454	Loan ID 200302	Fixed	9.875%	10/1/2035		110,366

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	131,102	Loan ID 200304	Fixed	7.250%	10/1/2033	$	137,657
	41,478	Loan ID 200307	Fixed	6.500%	7/1/2031		43,552
	38,558	Loan ID 200313	Fixed	8.500%	3/1/2028		35,330
	286,056	Loan ID 200315	ARM	5.625%	6/1/2037		281,198
	67,756	Loan ID 200317	Fixed	7.000%	9/1/2032		71,144
	73,441	Loan ID 200326	Fixed	8.375%	10/1/2036		77,113
	140,248	Loan ID 200327	Fixed	6.790%	10/26/2036		147,260
	244,569	Loan ID 200330	Fixed	7.000%	8/1/2037		200,386
	96,263	Loan ID 200332	Fixed	5.775%	10/1/2037		101,076
	87,936	Loan ID 200334	Fixed	7.000%	1/1/2033		92,333
	260,991	Loan ID 200335	Fixed	4.000%	11/1/2052		212,368
	41,638	Loan ID 200337	Fixed	7.000%	10/1/2034		43,720
	47,965	Loan ID 200338	ARM	10.500%	8/1/2029		46,235
	141,276	Loan ID 200339	Fixed	2.000%	10/1/2033		126,806
	30,561	Loan ID 200340	Fixed	7.000%	3/1/2030		32,089
	58,680	Loan ID 200348	Fixed	6.500%	7/1/2038		61,614
	231,603	Loan ID 200349	Fixed	7.000%	1/1/2037		161,869
	71,555	Loan ID 200352	Fixed	7.000%	8/1/2030		75,133
	100,414	Loan ID 200358	Fixed	5.000%	4/1/2025		102,796
	65,976	Loan ID 200361	Fixed	7.500%	1/1/2034		69,275
	63,046	Loan ID 200366	Fixed	6.250%	1/1/2033		62,834
	165,353	Loan ID 200368	Fixed	4.500%	4/1/2036		169,128
	70,610	Loan ID 200374	ARM	8.500%	5/1/2034		70,610
	224,094	Loan ID 200378	Fixed	5.500%	5/1/2045		146,601
	178,958	Loan ID 200380	Fixed	4.220%	4/1/2049		163,452
	377,485	Loan ID 200383	Fixed	5.030%	12/1/2046		394,378
	285,200	Loan ID 200384	Fixed	5.000%	11/1/2047		226,411
	139,379	Loan ID 200385	Fixed	8.250%	1/1/2040		146,348
	117,089	Loan ID 200389	Fixed	4.820%	9/1/2047		108,062
	194,187	Loan ID 200390	Fixed	4.780%	4/16/2047		165,591
	157,506	Loan ID 200391	Fixed	4.000%	1/13/2035		156,915
	63,581	Loan ID 200392	Fixed	10.000%	6/5/2034		63,581
	77,179	Loan ID 200395	Fixed	4.860%	4/1/2047		70,465
	69,785	Loan ID 200396	Fixed	10.000%	2/1/2036		73,274
	87,700	Loan ID 200397	ARM	5.375%	9/1/2037		92,085
	126,789	Loan ID 200398	Fixed	4.800%	2/1/2037		115,601
	71,768	Loan ID 200399	Fixed	4.980%	6/1/2037		66,911
	46,425	Loan ID 200403	Fixed	8.300%	10/15/2032		48,746
	54,063	Loan ID 200404	Fixed	8.100%	5/1/2037		56,766
	90,995	Loan ID 200405	Fixed	4.870%	12/1/2035		93,527
	113,731	Loan ID 200406	Fixed	4.875%	10/1/2051		118,071
	225,525	Loan ID 200407	Fixed	6.500%	4/1/2042		236,802
	338,120	Loan ID 200409	Fixed	6.000%	2/1/2049		167,032
	101,095	Loan ID 200411	Fixed	8.275%	6/1/2037		106,150
	177,706	Loan ID 200416	Fixed	4.670%	8/1/2053		163,015
	66,285	Loan ID 200417	Fixed	7.000%	5/1/2035		69,599
	148,033	Loan ID 200419	Fixed	4.000%	12/19/2035		144,388
	155,301	Loan ID 200420	Fixed	4.225%	4/10/2038		154,978
	72,741	Loan ID 200421	Fixed	7.710%	8/1/2037		75,723
	132,318	Loan ID 200422	Fixed	3.830%	8/1/2053		104,963

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	123,349	Loan ID 200423	Fixed	4.500%	6/1/2043	$	125,915
	213,834	Loan ID 200430	Fixed	3.625%	7/1/2043		207,757
	177,754	Loan ID 200431	Fixed	4.625%	7/1/2043		182,830
	283,247	Loan ID 200432	Fixed	4.875%	5/1/2043		293,306
	122,997	Loan ID 200433	Fixed	4.250%	8/1/2043		124,245
	154,015	Loan ID 200434	Fixed	5.250%	10/1/2043		161,716
	194,375	Loan ID 200435	Fixed	4.625%	11/1/2052		197,452
	42,193	Loan ID 200439	Fixed	5.000%	8/1/2041		38,316
	190,163	Loan ID 200441	Fixed	6.000%	4/1/2045		76,923
	146,748	Loan ID 200445	Fixed	5.250%	2/1/2039		154,085
	41,230	Loan ID 200447	Fixed	5.875%	11/4/2034		43,291
	76,395	Loan ID 200448	Fixed	5.750%	5/1/2042		69,215
	134,212	Loan ID 200449	Fixed	5.000%	2/1/2042		106,979
	340,977	Loan ID 200451	Fixed	6.250%	7/1/2038		358,025
	13,103	Loan ID 200453	ARM	5.500%	3/1/2026		13,758
	194,746	Loan ID 200457	Fixed	5.750%	12/10/2030		204,483
	182,336	Loan ID 200460	Fixed	7.000%	7/1/2041		191,453
	372,282	Loan ID 200462	Fixed	6.000%	7/1/2045		341,699
	233,326	Loan ID 200465	Fixed	6.500%	7/1/2037		231,871
	101,915	Loan ID 200468	Fixed	5.625%	12/1/2044		39,970
	122,459	Loan ID 200469	Fixed	6.500%	7/1/2037		114,766
	276,058	Loan ID 200473	Fixed	4.000%	12/1/2042		217,311
	237,167	Loan ID 200474	Fixed	5.750%	11/1/2050		249,025
	163,980	Loan ID 200475	Fixed	5.450%	7/1/2049		172,180
	187,243	Loan ID 200476	Fixed	6.000%	9/1/2050		196,605
	159,882	Loan ID 200477	Fixed	4.125%	12/1/2028		159,844
	94,584	Loan ID 200482	Fixed	4.375%	11/1/2028		96,171
	88,852	Loan ID 200483	Fixed	4.375%	11/1/2028		90,342
	71,328	Loan ID 200485	Fixed	4.125%	2/1/2043		71,600
	234,699	Loan ID 200486	Fixed	3.500%	1/1/2043		226,246
	108,638	Loan ID 200489	Fixed	4.000%	3/1/2043		108,250
	58,498	Loan ID 200490	Fixed	4.000%	11/1/2028		58,237
	193,040	Loan ID 200491	Fixed	5.500%	10/1/2039		202,692
	115,317	Loan ID 200492	Fixed	4.000%	1/1/2043		114,917
	265,201	Loan ID 200494	Fixed	4.625%	10/1/2043		273,036
	191,015	Loan ID 200496	Fixed	3.875%	2/1/2043		188,852
	304,529	Loan ID 200497	Fixed	3.250%	4/1/2043		287,386
	258,435	Loan ID 200499	Fixed	4.250%	1/1/2043		260,384
	201,788	Loan ID 200500	Fixed	5.875%	2/1/2037		211,877
	356,709	Loan ID 200504	Fixed	3.375%	3/1/2043		339,996
	67,442	Loan ID 200507	Fixed	4.500%	9/1/2042		68,917
	316,352	Loan ID 200514	Fixed	3.000%	4/1/2047		297,267
	94,539	Loan ID 200515	Fixed	8.250%	2/1/2039		99,265
	98,561	Loan ID 200517	Fixed	8.000%	5/1/2039		101,856
	195,345	Loan ID 200518	Fixed	3.000%	12/1/2050		183,395
	301,812	Loan ID 200519	Fixed	3.000%	11/1/2049		284,921
	110,069	Loan ID 200524	Fixed	3.500%	6/1/2043		106,239
	266,935	Loan ID 200525	Fixed	3.250%	12/1/2042		252,025
	106,558	Loan ID 200527	Fixed	4.500%	12/1/2043		108,999
	377,937	Loan ID 200529	Fixed	4.625%	2/1/2044		388,100

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	166,845	Loan ID 200531	Fixed	4.625%	11/1/2043	$	170,987
	104,159	Loan ID 200532	Fixed	3.250%	7/1/2043		98,261
	95,943	Loan ID 200537	Fixed	4.500%	3/1/2042		98,316
	79,812	Loan ID 200540	Fixed	3.875%	2/1/2043		78,948
	48,015	Loan ID 200545	Fixed	4.375%	2/1/2029		48,718
	117,128	Loan ID 200546	Fixed	5.375%	12/1/2043		122,985
	159,687	Loan ID 200548	Fixed	5.250%	2/1/2044		167,672
	130,171	Loan ID 200564	Fixed	4.875%	5/1/2039		135,416
	124,794	Loan ID 200567	Fixed	3.375%	5/1/2043		119,039
	129,118	Loan ID 200571	Fixed	4.500%	7/1/2043		131,803
	90,460	Loan ID 200573	Fixed	3.750%	9/1/2042		88,718
	124,967	Loan ID 200574	Fixed	4.875%	1/1/2044		130,049
	174,935	Loan ID 200578	Fixed	4.750%	8/1/2040		181,314
	45,782	Loan ID 200579	Fixed	4.875%	5/1/2042		47,270
	163,987	Loan ID 200580	Fixed	4.125%	11/1/2041		164,877
	36,842	Loan ID 200581	Fixed	4.750%	9/1/2042		37,568
	354,417	Loan ID 200582	Fixed	4.000%	11/1/2042		348,605
	64,136	Loan ID 200583	Fixed	3.625%	9/1/2027		62,465
	309,801	Loan ID 200586	Fixed	3.500%	1/1/2043		298,831
	238,286	Loan ID 200588	Fixed	3.750%	5/1/2042		234,292
	63,441	Loan ID 200593	Fixed	3.875%	6/1/2042		62,778
	216,664	Loan ID 200594	Fixed	4.250%	4/1/2043		219,251
	36,748	Loan ID 200597	Fixed	5.625%	2/1/2044		38,586
	130,374	Loan ID 200598	Fixed	4.625%	2/1/2044		123,658
	179,149	Loan ID 200600	Fixed	4.625%	4/1/2044		184,415
	174,992	Loan ID 200602	Fixed	3.750%	3/1/2043		171,803
	23,704	Loan ID 200603	Fixed	4.125%	6/1/2043		23,706
	69,506	Loan ID 200604	Fixed	3.500%	1/1/2043		67,044
	141,499	Loan ID 200605	Fixed	4.875%	12/1/2043		147,035
	128,476	Loan ID 200608	Fixed	4.125%	11/1/2043		129,099
	119,579	Loan ID 200612	Fixed	4.500%	2/1/2043		122,263
	193,749	Loan ID 200613	Fixed	3.369%	1/1/2043		185,116
	97,219	Loan ID 200615	Fixed	4.250%	8/1/2043		98,155
	325,696	Loan ID 200616	Fixed	4.875%	2/1/2044		338,275
	217,871	Loan ID 200620	Fixed	4.250%	10/1/2043		220,140
	125,177	Loan ID 200621	Fixed	3.625%	1/1/2043		121,427
	68,898	Loan ID 200623	Fixed	4.375%	12/1/2042		69,900
	125,358	Loan ID 200627	Fixed	4.250%	10/1/2043		126,684
	159,109	Loan ID 200630	Fixed	5.250%	9/1/2043		167,064
	330,586	Loan ID 200632	Fixed	5.250%	5/1/2044		347,115
	215,962	Loan ID 200633	Fixed	5.125%	5/1/2044		225,907
	220,476	Loan ID 200634	Fixed	4.375%	1/1/2044		224,173
	139,527	Loan ID 200642	Fixed	5.000%	3/1/2044		131,622
	112,999	Loan ID 200645	Fixed	5.000%	4/1/2044		117,916
	136,247	Loan ID 200649	Fixed	4.375%	3/1/2044		117,169
	124,435	Loan ID 200650	Fixed	4.875%	5/1/2044		127,517
	240,029	Loan ID 200651	Fixed	3.625%	7/1/2043		233,190
	132,702	Loan ID 200655	Fixed	3.375%	5/1/2043		126,610
	144,011	Loan ID 200656	Fixed	6.875%	7/1/2037		136,605
	141,734	Loan ID 200657	Fixed	4.875%	8/1/2051		147,326

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	171,927	Loan ID 200660	Fixed	5.875%	3/1/2038	$	180,524
	201,986	Loan ID 200662	Fixed	5.000%	3/1/2044		210,830
	66,061	Loan ID 200663	Fixed	4.750%	5/1/2044		68,367
	286,191	Loan ID 200668	Fixed	3.625%	4/1/2043		278,906
	149,204	Loan ID 200669	Fixed	5.250%	4/1/2044		156,495
	53,685	Loan ID 200670	Fixed	4.375%	2/1/2029		54,502
	226,850	Loan ID 200671	Fixed	4.625%	8/1/2043		232,952
	148,726	Loan ID 200672	Fixed	3.750%	7/1/2043		145,706
	296,544	Loan ID 200674	Fixed	4.500%	5/1/2044		302,970
	101,429	Loan ID 200677	Fixed	3.625%	5/1/2028		98,670
	443,286	Loan ID 200678	Fixed	4.375%	2/1/2044		450,067
	244,412	Loan ID 200679	Fixed	5.000%	4/1/2044		205,885
	182,045	Loan ID 200682	Fixed	4.875%	5/1/2044		170,234
	121,203	Loan ID 200684	Fixed	4.875%	4/1/2044		126,231
	220,430	Loan ID 200685	Fixed	4.875%	5/1/2044		228,616
	214,671	Loan ID 200690	Fixed	4.250%	4/1/2044		217,199
	233,864	Loan ID 200692	Fixed	4.625%	7/1/2044		239,571
	102,191	Loan ID 200694	Fixed	4.500%	9/1/2043		104,401
	45,633	Loan ID 200696	Fixed	3.750%	10/1/2042		44,858
	87,902	Loan ID 200700	Fixed	4.250%	2/1/2044		88,727
	160,533	Loan ID 200701	Fixed	4.750%	6/1/2044		165,726
	92,475	Loan ID 200704	Fixed	4.375%	3/1/2043		93,653
	126,745	Loan ID 200708	Fixed	4.875%	2/1/2044		132,098
	48,798	Loan ID 200709	Fixed	4.375%	4/1/2043		49,544
	110,485	Loan ID 200710	Fixed	4.500%	7/1/2044		112,808
	108,579	Loan ID 200711	Fixed	3.750%	7/1/2043		106,296
	583,987	Loan ID 200714	Fixed	4.175%	11/1/2036		520,944
	202,639	Loan ID 200716	ARM	5.400%	8/1/2037		178,206
	135,594	Loan ID 200720	ARM	4.875%	4/1/2042		119,174
	146,375	Loan ID 200726	Fixed	4.375%	9/1/2037		100,718
	157,240	Loan ID 200727	Fixed	3.500%	7/1/2037		152,745
	442,662	Loan ID 200730	ARM	4.750%	9/1/2036		344,871
	190,144	Loan ID 200732	Fixed	4.125%	9/1/2027		191,068
	219,220	Loan ID 200733	Fixed	3.750%	12/1/2042		215,327
	228,557	Loan ID 200734	ARM	3.375%	4/1/2044		228,716
	97,229	Loan ID 200735	Fixed	4.500%	6/1/2044		99,438
	138,834	Loan ID 200736	Fixed	4.750%	5/1/2044		129,020
	168,911	Loan ID 200742	Fixed	4.250%	4/1/2043		170,190
	183,287	Loan ID 200744	Fixed	3.625%	6/1/2043		178,143
	432,447	Loan ID 200748	Fixed	4.750%	12/1/2043		446,543
	147,668	Loan ID 200749	Fixed	4.750%	9/1/2043		152,907
	226,733	Loan ID 200750	Fixed	4.750%	5/1/2044		235,009
	57,587	Loan ID 200753	Fixed	5.250%	5/1/2044		60,241
	52,958	Loan ID 200755	Fixed	4.250%	6/1/2043		53,542
	183,051	Loan ID 200756	Fixed	4.875%	11/1/2043		183,051
	119,995	Loan ID 200759	Fixed	3.750%	6/1/2043		117,905
	164,066	Loan ID 200760	Fixed	3.750%	6/1/2043		161,046
	285,884	Loan ID 200762	Fixed	3.875%	5/1/2042		283,197
	146,757	Loan ID 200763	Fixed	4.250%	11/1/2043		148,081
	196,404	Loan ID 200765	Fixed	4.875%	11/1/2043		203,596

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	468,475	Loan ID 200766	Fixed	3.625%	12/1/2042	$	456,606
	172,320	Loan ID 200771	Fixed	4.500%	4/1/2043		172,320
	234,773	Loan ID 200772	Fixed	3.750%	3/1/2043		230,668
	195,894	Loan ID 200774	Fixed	3.875%	7/1/2043		193,756
	42,672	Loan ID 200775	Fixed	4.250%	4/1/2043		43,044
	77,916	Loan ID 200776	Fixed	4.250%	3/1/2044		78,577
	51,617	Loan ID 200777	Fixed	4.750%	6/1/2044		46,378
	161,441	Loan ID 200781	Fixed	4.625%	9/1/2044		164,563
	135,256	Loan ID 200783	Fixed	4.750%	9/1/2044		139,917
	107,794	Loan ID 200785	Fixed	4.500%	8/1/2044		110,141
	218,337	Loan ID 200786	Fixed	4.625%	7/1/2044		225,022
	41,614	Loan ID 200787	Fixed	4.750%	9/1/2044		42,716
	124,508	Loan ID 200789	Fixed	3.750%	9/1/2044		122,030
	145,403	Loan ID 200790	Fixed	4.250%	8/1/2044		147,108
	195,963	Loan ID 200791	Fixed	4.875%	6/1/2044		202,529
	88,720	Loan ID 200795	Fixed	6.750%	8/1/2036		93,156
	69,677	Loan ID 200796	Fixed	5.170%	12/1/2053		21,384
	57,836	Loan ID 200799	Fixed	4.000%	2/5/2053		54,341
	63,305	Loan ID 200800	Fixed	4.000%	1/1/2053		57,369
	150,775	Loan ID 200805	Fixed	4.625%	7/1/2050		114,085
	156,109	Loan ID 200806	Fixed	5.000%	8/1/2049		120,075
	56,188	Loan ID 200808	Fixed	4.250%	11/1/2050		26,544
	114,611	Loan ID 200809	Fixed	5.000%	4/1/2050		67,509
	232,370	Loan ID 200814	Fixed	8.250%	7/1/2039		243,989
	277,232	Loan ID 200817	Fixed	5.000%	1/1/2050		190,203
	200,654	Loan ID 200821	Fixed	4.250%	8/1/2044		202,879
	78,031	Loan ID 200823	Fixed	4.250%	9/1/2044		78,904
	213,031	Loan ID 200824	Fixed	4.250%	8/1/2044		211,779
	102,248	Loan ID 200826	Fixed	4.375%	9/1/2044		103,347
	197,935	Loan ID 200829	Fixed	4.375%	7/1/2043		201,023
	194,708	Loan ID 200830	ARM	2.875%	7/1/2044		195,045
	62,593	Loan ID 200831	Fixed	4.250%	10/1/2044		62,959
	327,220	Loan ID 200832	Fixed	4.250%	10/1/2044		329,993
	153,471	Loan ID 200834	Fixed	4.125%	7/1/2043		153,983
	315,516	Loan ID 200835	Fixed	5.000%	8/1/2043		329,979
	223,895	Loan ID 200839	Fixed	5.000%	5/1/2044		233,925
	287,974	Loan ID 200844	Fixed	4.500%	7/1/2043		294,378
	194,800	Loan ID 200846	Fixed	4.375%	11/1/2043		198,355
	175,488	Loan ID 200847	Fixed	4.750%	10/1/2044		181,249
	104,748	Loan ID 200853	Fixed	5.000%	4/1/2037		109,175
	222,888	Loan ID 200855	ARM	4.727%	7/1/2037		119,316
	186,628	Loan ID 200856	Fixed	6.500%	6/1/2042		117,112
	256,886	Loan ID 200858	Fixed	4.000%	1/1/2053		225,225
	161,509	Loan ID 200860	Fixed	3.875%	3/1/2052		132,491
	413,700	Loan ID 200861	Fixed	2.000%	6/1/2054		264,894
	242,196	Loan ID 200863	Fixed	3.380%	7/1/2052		232,009
	256,814	Loan ID 200866	Fixed	3.000%	5/1/2053		218,919
	109,498	Loan ID 200867	Fixed	3.370%	9/1/2053		94,214
	194,201	Loan ID 200873	Fixed	4.525%	11/1/2053		145,242
	192,940	Loan ID 200876	ARM	3.750%	5/1/2035		154,998

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	182,351	Loan ID 200880	Fixed	4.250%	6/1/2043	$	184,170
	70,434	Loan ID 200883	Fixed	3.375%	5/1/2028		67,146
	88,062	Loan ID 200886	Fixed	4.250%	10/1/2044		88,812
	243,146	Loan ID 200887	Fixed	4.750%	9/1/2044		250,859
	198,189	Loan ID 200891	Fixed	4.250%	10/1/2044		199,646
	241,938	Loan ID 200892	Fixed	3.750%	9/1/2043		237,057
	214,829	Loan ID 200895	Fixed	3.875%	11/1/2043		212,612
	187,602	Loan ID 200897	Fixed	4.750%	10/1/2044		151,833
	341,522	Loan ID 200900	Fixed	4.375%	9/1/2044		347,866
	630,835	Loan ID 200902	Fixed	4.250%	9/1/2044		637,931
	241,752	Loan ID 200904	Fixed	5.125%	9/1/2044		253,373
	388,526	Loan ID 200905	Fixed	5.375%	9/1/2044		407,952
	288,394	Loan ID 200906	Fixed	4.875%	2/1/2035		299,098
	357,759	Loan ID 200907	ARM	5.450%	8/1/2047		361,144
	102,628	Loan ID 200908	Fixed	4.000%	6/1/2049		102,699
	112,000	Loan ID 200909	Fixed	4.870%	3/1/2046		90,497
	195,903	Loan ID 200910	Fixed	4.300%	4/1/2053		167,551
	698,657	Loan ID 200912	Fixed	4.500%	3/1/2037		714,991
	57,389	Loan ID 200913	Fixed	4.250%	5/1/2047		51,331
	143,893	Loan ID 200914	Fixed	2.875%	12/1/2047		135,396
	88,809	Loan ID 200916	Fixed	4.000%	10/1/2037		85,789
	155,770	Loan ID 200917	Fixed	4.875%	1/1/2051		161,947
	91,465	Loan ID 200921	ARM	5.625%	7/1/2051		96,038
	411,977	Loan ID 200922	Fixed	3.340%	9/1/2053		405,548
	499,221	Loan ID 200924	Fixed	5.500%	9/1/2051		524,182
	305,071	Loan ID 200927	Fixed	3.000%	8/1/2038		289,261
	115,635	Loan ID 200928	Fixed	4.800%	12/1/2036		119,593
	155,694	Loan ID 200929	Fixed	4.625%	1/1/2043		159,720
	382,248	Loan ID 200931	Fixed	4.250%	12/1/2052		340,928
	291,060	Loan ID 200933	Fixed	4.250%	3/1/2043		294,085
	109,868	Loan ID 200934	Fixed	3.810%	1/1/2043		108,167
	171,365	Loan ID 200935	Fixed	3.875%	4/1/2043		169,638
	186,712	Loan ID 200936	Fixed	4.000%	5/1/2042		186,190
	190,393	Loan ID 200940	Fixed	3.250%	2/1/2043		179,716
	110,372	Loan ID 200941	Fixed	3.780%	1/1/2043		108,483
	268,979	Loan ID 200942	Fixed	4.000%	4/1/2043		268,154
	100,716	Loan ID 200944	Fixed	4.500%	2/1/2044		102,542
	277,560	Loan ID 200947	Fixed	4.000%	2/1/2043		276,576
	125,202	Loan ID 200948	Fixed	4.625%	12/1/2042		128,039
	270,854	Loan ID 200949	Fixed	3.875%	4/1/2043		268,112
	174,973	Loan ID 200952	Fixed	3.875%	1/1/2043		173,143
	112,741	Loan ID 200953	Fixed	3.750%	12/1/2042		110,618
	363,849	Loan ID 200954	Fixed	3.625%	1/1/2043		354,185
	314,544	Loan ID 200955	Fixed	3.250%	5/1/2043		297,193
	257,549	Loan ID 200956	Fixed	5.000%	8/1/2051		269,174
	402,613	Loan ID 200959	Fixed	4.000%	11/1/2042		401,672
	350,788	Loan ID 200960	Fixed	3.500%	1/1/2043		338,125
	198,031	Loan ID 200962	Fixed	4.250%	10/1/2044		200,100
	114,345	Loan ID 200963	Fixed	4.750%	9/1/2044		117,906
	340,414	Loan ID 200964	Fixed	3.750%	7/1/2043		334,112

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	141,660	Loan ID 200966	Fixed	4.875%	7/1/2044	$	146,747
	92,150	Loan ID 200968	Fixed	4.250%	11/1/2044		68,646
	351,258	Loan ID 200969	Fixed	4.875%	8/1/2043		364,715
	149,281	Loan ID 200974	Fixed	4.250%	10/1/2044		150,768
	342,228	Loan ID 200977	Fixed	4.875%	9/1/2044		355,928
	195,639	Loan ID 200983	Fixed	4.375%	8/1/2044		198,859
	110,936	Loan ID 200987	Fixed	4.625%	10/1/2044		113,808
	184,305	Loan ID 200989	Fixed	3.750%	6/1/2029		180,025
	273,394	Loan ID 200992	Fixed	4.125%	5/1/2043		274,516
	162,922	Loan ID 200993	Fixed	2.004%	7/15/2049		136,584
	54,709	Loan ID 200996	Fixed	2.500%	8/1/2048		29,878
	356,283	Loan ID 200998	Fixed	3.875%	12/1/2050		347,892
	69,920	Loan ID 201000	Fixed	5.125%	2/1/2039		73,335
	23,034	Loan ID 201002	Fixed	0.000%	10/1/2024		19,350
	125,412	Loan ID 201005	Fixed	4.750%	7/1/2041		129,814
	41,779	Loan ID 201006	Fixed	6.875%	3/1/2038		43,868
	83,521	Loan ID 201007	Fixed	7.125%	4/1/2037		87,697
	61,923	Loan ID 201009	Fixed	0.000%	4/1/2033		52,287
	77,341	Loan ID 201010	Fixed	5.500%	4/1/2039		81,208
	27,356	Loan ID 201011	Fixed	0.000%	2/1/2023		23,021
	44,888	Loan ID 201012	Fixed	7.500%	12/1/2038		46,543
	54,557	Loan ID 201013	Fixed	7.500%	12/1/2038		47,011
	80,279	Loan ID 201014	Fixed	0.000%	2/1/2033		67,427
	7,194	Loan ID 201015	Fixed	0.000%	3/29/2021		6,113
	102,495	Loan ID 201016	Fixed	6.500%	2/1/2036		107,620
	19,516	Loan ID 201017	Fixed	0.000%	4/1/2032		16,408
	85,718	Loan ID 201020	Fixed	0.000%	10/1/2034		72,114
	75,773	Loan ID 201022	ARM	4.875%	5/1/2037		62,903
	136,184	Loan ID 201023	Fixed	6.450%	2/1/2036		127,361
	77,141	Loan ID 201026	Fixed	7.750%	12/1/2035		80,351
	104,757	Loan ID 201027	ARM	9.538%	3/1/2037		109,995
	100,336	Loan ID 201030	Fixed	5.000%	7/1/2042		105,086
	137,532	Loan ID 201032	Fixed	4.500%	11/1/2044		139,566
	277,388	Loan ID 201033	Fixed	4.125%	12/1/2044		278,696
	88,368	Loan ID 201036	Fixed	4.375%	12/1/2044		89,650
	67,199	Loan ID 201037	Fixed	8.250%	7/1/2039		70,558
	89,284	Loan ID 201041	Fixed	3.750%	11/1/2052		61,805
	111,392	Loan ID 201043	Fixed	4.000%	4/1/2039		104,377
	172,905	Loan ID 201044	Fixed	4.870%	3/29/2037		179,640
	105,328	Loan ID 201045	Fixed	3.375%	7/1/2037		83,244
	276,448	Loan ID 201046	Fixed	3.000%	10/1/2058		176,539
	106,813	Loan ID 201047	Fixed	3.625%	4/1/2053		98,924
	171,525	Loan ID 201048	Fixed	3.875%	4/1/2052		156,713
	64,114	Loan ID 201053	Fixed	3.860%	7/1/2053		63,637
	205,752	Loan ID 201054	Fixed	2.400%	5/17/2050		178,619
	574,380	Loan ID 201056	Fixed	2.000%	7/1/2054		490,507
	161,626	Loan ID 201057	Fixed	3.000%	1/1/2050		139,801
	125,100	Loan ID 201058	Fixed	3.500%	8/1/2037		107,517
	105,305	Loan ID 201060	ARM	5.000%	7/1/2035		93,543
	85,325	Loan ID 201061	Fixed	5.000%	2/1/2050		71,456

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal				Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	115,437	Loan ID 201062		Fixed	3.100%	4/1/2047	$	109,204
	121,134	Loan ID 201063		Fixed	4.000%	9/1/2047		106,432
	224,616	Loan ID 201066		Fixed	4.250%	12/1/2046		227,237
	423,077	Loan ID 201067		Fixed	4.750%	1/1/2044		436,942
	66,669	Loan ID 201069		Fixed	4.625%	12/1/2044		68,447
	598,838	Loan ID 201070		Fixed	4.250%	2/1/2045		603,456
	96,519	Loan ID 201072		Fixed	3.500%	3/1/2028		93,191
	92,801	Loan ID 201075		Fixed	4.375%	10/1/2044		94,217
	120,738	Loan ID 201076		Fixed	3.500%	12/1/2042		116,384
	130,494	Loan ID 201077		Fixed	3.625%	7/1/2044		127,007
	219,892	Loan ID 201084		Fixed	5.000%	8/1/2038		229,720
	142,958	Loan ID 201086		Fixed	4.625%	11/1/2044		147,088
	153,633	Loan ID 201091		Fixed	4.125%	1/1/2045		153,196
	243,675	Loan ID 201092		Fixed	5.250%	4/1/2046		255,858
	132,227	Loan ID 201093		Fixed	4.125%	9/1/2043		129,432
	142,319	Loan ID 201094		Fixed	4.550%	3/1/2044		145,105
	88,223	Loan ID 201100		Fixed	4.125%	7/1/2043		88,685
	340,535	Loan ID 201101		Fixed	4.625%	3/1/2045		349,389
	147,544	Loan ID 201103		ARM	2.875%	5/1/2044		148,732
	155,415	Loan ID 201104		Fixed	4.375%	4/1/2045		157,617
	74,658	Loan ID 201107		Fixed	5.150%	2/1/2036		78,244
	150,192	Loan ID 201108		Fixed	4.750%	2/1/2054		140,969
	501,540	Loan ID 201110		ARM	5.750%	4/1/2037		413,001
	158,393	Loan ID 201111		Fixed	4.875%	4/1/2050		105,267
	233,988	Loan ID 201112		Fixed	4.750%	8/1/2037		241,970
	77,314	Loan ID 201113		Fixed	5.750%	12/1/2052		81,179
	116,805	Loan ID 201114		Fixed	8.087%	5/1/2054		68,924
	496,370	Loan ID 201115		Fixed	4.000%	2/1/2051		489,725
	86,246	Loan ID 201121		Fixed	4.125%	10/1/2037		81,356
	83,706	Loan ID 201122		Fixed	4.750%	11/1/2048		78,872
	235,021	Loan ID 201124		Fixed	4.750%	4/1/2040		243,156
	78,494	Loan ID 201127		ARM	4.750%	4/1/2037		74,216
	114,718	Loan ID 201130		Fixed	4.850%	12/1/2037		117,939
	115,637	Loan ID 201131		Fixed	8.250%	5/1/2053		120,247
	166,651	Loan ID 201132		Fixed	4.250%	7/1/2037		139,757
	193,137	Loan ID 201134		Fixed	3.000%	10/1/2053		160,744
	53,548	Loan ID 201138		Fixed	4.250%	3/1/2034		54,159
	157,161	Loan ID 201139	��	Fixed	3.000%	11/1/2053		83,432
	148,069	Loan ID 201140		Fixed	4.870%	1/1/2038		153,920
	84,543	Loan ID 201143		Fixed	3.500%	11/1/2037		71,481
	222,652	Loan ID 201145		Fixed	4.375%	4/1/2051		223,972
	128,545	Loan ID 201146		Fixed	4.875%	8/1/2054		119,098
	107,091	Loan ID 201147		Fixed	4.125%	11/1/2051		97,726
	92,379	Loan ID 201148		Fixed	3.950%	10/1/2042		92,230
	312,518	Loan ID 201149		Fixed	5.000%	5/1/2058		165,544
	244,773	Loan ID 201153		Fixed	5.850%	6/1/2050		230,371
	91,962	Loan ID 201155		Fixed	3.000%	11/1/2053		59,361
	62,829	Loan ID 201156		Fixed	5.000%	4/1/2050		48,725
	283,831	Loan ID 201157		Fixed	4.000%	3/1/2055		283,665
	198,981	Loan ID 201160		Fixed	4.920%	10/1/2049		141,871

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	373,863	Loan ID 201163	Fixed	4.750%	12/1/2049	$	245,506
	161,752	Loan ID 201164	Fixed	4.250%	11/1/2051		163,621
	106,792	Loan ID 201165	Fixed	4.750%	1/1/2044		110,401
	423,027	Loan ID 201168	Fixed	3.875%	4/1/2052		373,454
	102,932	Loan ID 201169	Fixed	5.934%	9/1/2037		61,307
	62,284	Loan ID 201170	Fixed	4.375%	7/1/2037		63,389
	105,463	Loan ID 201173	Fixed	4.000%	11/1/2047		51,905
	142,346	Loan ID 201174	Fixed	4.750%	1/1/2053		147,249
	131,761	Loan ID 201176	Fixed	4.250%	8/1/2053		133,276
	296,106	Loan ID 201179	Fixed	4.750%	5/1/2051		231,890
	287,292	Loan ID 201181	Fixed	4.500%	4/1/2034		293,609
	130,067	Loan ID 201183	Fixed	3.500%	10/1/2052		113,450
	61,606	Loan ID 201184	Fixed	4.000%	6/1/2049		61,648
	251,871	Loan ID 201185	Fixed	6.760%	10/1/2053		218,363
	79,071	Loan ID 201187	Fixed	3.000%	11/1/2048		18,948
	609,069	Loan ID 201196	Fixed	3.000%	11/1/2036		519,950
	170,369	Loan ID 201197	Fixed	5.125%	8/1/2037		153,038
	325,601	Loan ID 201199	Fixed	5.125%	11/1/2046		337,882
	275,429	Loan ID 201200	Fixed	4.500%	3/1/2044		282,152
	436,525	Loan ID 201204	Fixed	3.750%	4/1/2045		426,650
	143,857	Loan ID 201205	Fixed	4.625%	1/1/2045		147,804
	126,032	Loan ID 201206	Fixed	3.990%	4/1/2045		125,231
	410,769	Loan ID 201207	Fixed	4.625%	8/1/2051		414,591
	112,512	Loan ID 201208	Fixed	4.625%	4/1/2045		105,275
	173,925	Loan ID 201209	Fixed	4.250%	4/1/2045		165,646
	124,471	Loan ID 201211	Fixed	4.125%	7/1/2044		99,722
	361,023	Loan ID 201212	Fixed	4.625%	10/1/2058		304,920
	192,300	Loan ID 201213	Fixed	4.875%	8/1/2044		195,642
	524,330	Loan ID 201214	ARM	3.875%	9/1/2043		408,922
	121,986	Loan ID 201218	Fixed	4.125%	1/1/2045		119,759
	62,497	Loan ID 201221	Fixed	3.250%	5/1/2043		53,079
	46,808	Loan ID 201222	Fixed	5.125%	1/1/2045		48,025
	195,470	Loan ID 201223	Fixed	3.875%	4/1/2030		200,067
	57,572	Loan ID 201226	Fixed	5.000%	3/1/2045		59,723
	59,660	Loan ID 201229	Fixed	3.250%	7/1/2024		59,136
	120,546	Loan ID 201232	Fixed	4.500%	1/1/2045		121,985
	250,383	Loan ID 201233	Fixed	4.500%	12/1/2044		254,075
	227,307	Loan ID 201237	Fixed	3.750%	5/1/2045		222,836
	154,240	Loan ID 201240	Fixed	4.250%	10/1/2045		125,997
	288,051	Loan ID 201241	Fixed	4.375%	7/1/2045		293,275
	220,157	Loan ID 201242	Fixed	4.625%	11/1/2044		224,304
	107,033	Loan ID 201243	Fixed	4.625%	11/1/2045		109,647
	389,057	Loan ID 201244	Fixed	4.500%	6/1/2045		396,512
	110,915	Loan ID 201245	Fixed	4.750%	8/1/2044		114,671
	97,977	Loan ID 201248	Fixed	4.875%	7/1/2044		101,372
	457,476	Loan ID 201249	Fixed	4.625%	8/1/2045		275,486
	154,364	Loan ID 201254	ARM	9.000%	9/1/2034		154,364
	236,743	Loan ID 201255	ARM	9.000%	6/1/2035		212,883
	21,678	Loan ID 201256	ARM	10.500%	10/1/2021		22,693
	233,014	Loan ID 201257	Fixed	4.500%	5/1/2044		236,473

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	88,444	Loan ID 201258	Fixed	4.500%	6/1/2045	$	78,010
	167,779	Loan ID 201260	Fixed	4.750%	9/1/2045		172,334
	58,992	Loan ID 201262	Fixed	4.200%	1/1/2046		50,075
	48,867	Loan ID 201263	Fixed	4.750%	10/1/2045		45,099
	348,899	Loan ID 201265	Fixed	4.750%	6/1/2045		359,591
	142,176	Loan ID 201266	Fixed	4.500%	2/1/2046		144,483
	230,333	Loan ID 201268	Fixed	4.250%	6/1/2045		232,397
	147,630	Loan ID 201270	Fixed	4.125%	2/1/2045		147,615
	248,058	Loan ID 201271	Fixed	4.500%	6/1/2045		252,865
	136,602	Loan ID 201272	Fixed	4.750%	11/1/2044		140,755
	235,252	Loan ID 201273	Fixed	4.500%	12/1/2045		239,322
	211,979	Loan ID 201274	Fixed	4.125%	10/1/2045		211,549
	187,521	Loan ID 201278	Fixed	3.750%	12/1/2045		179,379
	361,775	Loan ID 201280	Fixed	4.500%	4/1/2046		367,808
	149,497	Loan ID 201281	Fixed	4.875%	7/1/2044		154,877
	126,887	Loan ID 201282	Fixed	5.250%	1/1/2046		132,094
	108,204	Loan ID 201283	Fixed	4.250%	11/1/2045		108,137
	120,357	Loan ID 201284	Fixed	3.625%	2/1/2029		122,004
	29,867	Loan ID 201285	Fixed	4.625%	11/1/2028		30,864
	107,577	Loan ID 201286	Fixed	4.375%	12/1/2045		109,051
	83,259	Loan ID 201289	Fixed	4.000%	3/1/2045		82,326
	242,296	Loan ID 201290	Fixed	4.750%	7/1/2045		249,985
	297,667	Loan ID 201291	Fixed	5.000%	8/1/2045		307,670
	36,292	Loan ID 201293	Fixed	4.875%	9/1/2045		37,271
	121,776	Loan ID 201294	Fixed	4.625%	2/1/2046		124,444
	745,161	Loan ID 201296	Fixed	4.250%	2/1/2046		746,633
	332,723	Loan ID 201297	Fixed	4.875%	8/1/2045		344,349
	251,788	Loan ID 201299	Fixed	4.250%	12/1/2045		104,299
	195,390	Loan ID 201300	Fixed	4.750%	3/1/2046		195,390
	71,319	Loan ID 201301	Fixed	4.550%	10/1/2044		72,622
	132,533	Loan ID 201302	Fixed	4.250%	5/1/2045		133,268
	221,336	Loan ID 201304	Fixed	4.125%	2/1/2046		221,175
	145,198	Loan ID 201305	Fixed	4.625%	8/1/2044		148,735
	114,464	Loan ID 201306	Fixed	3.875%	9/1/2045		113,880
	171,559	Loan ID 201307	Fixed	4.250%	10/1/2048		172,363
	61,053	Loan ID 201308	Fixed	4.625%	11/1/2045		62,231
	158,874	Loan ID 201309	Fixed	4.000%	9/1/2045		155,213
	183,628	Loan ID 201310	Fixed	4.750%	9/1/2045		166,190
	317,543	Loan ID 201313	Fixed	4.625%	1/1/2046		290,513
	110,460	Loan ID 201315	Fixed	4.375%	9/1/2045		111,458
	158,853	Loan ID 201316	Fixed	4.500%	2/1/2046		128,135
	168,722	Loan ID 201319	Fixed	4.375%	10/1/2045		168,161
	133,384	Loan ID 201324	Fixed	5.250%	4/1/2046		137,604
	173,841	Loan ID 201326	Fixed	4.625%	3/1/2046		177,502
	187,094	Loan ID 201328	Fixed	4.250%	11/1/2045		118,306
	265,217	Loan ID 201330	Fixed	4.375%	6/1/2046		268,566
	342,466	Loan ID 201333	Fixed	3.875%	1/1/2046		268,337
	189,152	Loan ID 201335	Fixed	4.750%	1/1/2046		193,831
	187,143	Loan ID 201336	Fixed	4.750%	1/1/2046		154,284
	408,959	Loan ID 201339	Fixed	4.625%	7/1/2045		429,407

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	142,141	Loan ID 201342	Fixed	4.750%	7/1/2045	$	146,509
	84,650	Loan ID 201343	Fixed	4.250%	11/1/2045		85,096
	72,010	Loan ID 201344	Fixed	5.000%	7/1/2044		75,098
	133,474	Loan ID 201345	Fixed	4.125%	5/1/2045		130,970
	466,433	Loan ID 201347	Fixed	5.750%	5/1/2046		486,826
	442,411	Loan ID 201348	Fixed	6.500%	5/1/2046		464,532
	237,638	Loan ID 201350	Fixed	4.000%	6/1/2045		202,688
	62,005	Loan ID 201351	Fixed	4.500%	4/1/2045		36,837
	70,403	Loan ID 201352	Fixed	4.875%	3/1/2045		72,377
	495,551	Loan ID 201354	Fixed	3.375%	7/1/2046		499,970
	132,402	Loan ID 201355	Fixed	5.250%	12/1/2045		138,037
	102,417	Loan ID 201356	Fixed	4.625%	10/1/2045		104,642
	148,191	Loan ID 201358	Fixed	4.875%	7/1/2045		135,649
	142,593	Loan ID 201361	Fixed	5.250%	7/1/2044		149,226
	123,098	Loan ID 201363	Fixed	4.250%	2/1/2046		82,153
	110,580	Loan ID 201364	Fixed	3.875%	4/1/2046		106,511
	336,097	Loan ID 201365	Fixed	4.250%	10/1/2045		336,951
	47,324	Loan ID 201368	Fixed	5.125%	2/1/2045		49,187
	179,881	Loan ID 201370	Fixed	4.250%	7/1/2046		155,681
	99,318	Loan ID 201371	Fixed	4.125%	4/1/2046		98,734
	256,970	Loan ID 201372	Fixed	4.625%	8/1/2046		261,919
	155,259	Loan ID 201373	Fixed	5.125%	4/1/2046		161,257
	591,753	Loan ID 201374	Fixed	4.500%	5/1/2040		605,517
	142,154	Loan ID 201375	Fixed	4.500%	6/1/2045		144,807
	266,612	Loan ID 201376	Fixed	4.375%	5/1/2046		269,683
	290,121	Loan ID 201377	Fixed	3.875%	5/1/2046		304,627
	67,157	Loan ID 201379	Fixed	5.000%	10/1/2045		69,384
	313,410	Loan ID 201381	Fixed	4.875%	7/1/2045		323,676
	133,091	Loan ID 201383	Fixed	4.125%	12/1/2045		138,734
	77,935	Loan ID 201384	Fixed	4.375%	10/1/2045		81,547
	137,677	Loan ID 201385	Fixed	4.625%	12/1/2045		144,561
	72,978	Loan ID 201386	Fixed	5.250%	5/1/2046		76,627
	233,381	Loan ID 201390	Fixed	5.125%	9/1/2045		241,799
	392,400	Loan ID 201391	Fixed	5.125%	10/1/2045		405,890
	166,732	Loan ID 201392	Fixed	3.750%	2/1/2046		108,376
	425,374	Loan ID 201393	Fixed	3.750%	4/1/2056		432,905
	77,638	Loan ID 201394	Fixed	6.700%	6/1/2034		81,520
	84,454	Loan ID 201395	Fixed	6.300%	7/1/2044		78,299
	71,391	Loan ID 201396	Fixed	5.000%	9/1/2046		74,512
	262,531	Loan ID 201397	Fixed	4.125%	1/1/2046		261,821
	81,749	Loan ID 201399	Fixed	5.000%	11/1/2045		84,454
	84,943	Loan ID 201400	Fixed	4.750%	7/1/2044		87,451
	89,958	Loan ID 201401	Fixed	4.750%	10/1/2044		92,487
	93,152	Loan ID 201403	Fixed	4.750%	8/1/2044		76,612
	133,700	Loan ID 201404	Fixed	4.750%	10/1/2044		110,160
	70,875	Loan ID 201405	Fixed	5.250%	8/1/2044		74,401
	54,185	Loan ID 201406	Fixed	4.250%	6/1/2046		54,154
	239,296	Loan ID 201407	Fixed	4.875%	1/1/2046		246,871
	163,581	Loan ID 201408	Fixed	4.125%	1/1/2046		163,699
	161,732	Loan ID 201411	Fixed	4.750%	12/1/2045		166,611

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	140,748	Loan ID 201412	Fixed	5.750%	12/1/2045	$	134,841
	332,073	Loan ID 201413	Fixed	4.500%	7/1/2045		294,927
	73,261	Loan ID 201414	Fixed	4.250%	7/1/2044		73,813
	56,899	Loan ID 201415	Fixed	8.000%	4/1/2034		59,744
	54,065	Loan ID 201416	Fixed	10.000%	7/1/2033		56,769
	60,516	Loan ID 201417	Fixed	6.000%	8/1/2037		63,541
	41,877	Loan ID 201419	Fixed	10.000%	11/1/2033		43,971
	56,664	Loan ID 201422	Fixed	4.625%	10/1/2046		57,262
	680,324	Loan ID 201423	ARM	3.875%	6/1/2045		695,469
	283,124	Loan ID 201424	Fixed	4.125%	10/1/2044		282,870
	656,920	Loan ID 201425	Fixed	3.875%	4/1/2046		645,867
	311,583	Loan ID 201426	Fixed	4.875%	3/1/2044		322,788
	534,074	Loan ID 201428	ARM	3.250%	4/1/2045		533,226
	194,462	Loan ID 201431	Fixed	4.875%	5/1/2045		177,722
	277,849	Loan ID 201432	Fixed	5.000%	8/1/2046		286,385
	97,650	Loan ID 201434	Fixed	4.375%	6/1/2046		102,533
	89,693	Loan ID 201436	Fixed	4.375%	5/1/2045		94,177
	127,762	Loan ID 201437	Fixed	4.750%	5/1/2046		115,802
	696,286	Loan ID 201438	ARM	3.375%	4/1/2046		698,551
	177,954	Loan ID 201439	Fixed	5.000%	12/1/2045		184,484
	315,228	Loan ID 201440	Fixed	4.625%	7/1/2046		281,527
	99,132	Loan ID 201441	Fixed	4.750%	10/1/2045		101,133
	295,824	Loan ID 201442	Fixed	4.875%	12/1/2045		302,571
	547,428	Loan ID 201443	Fixed	3.875%	8/1/2046		536,694
	50,725	Loan ID 201444	Fixed	4.500%	11/1/2044		51,458
	101,400	Loan ID 201445	Fixed	4.875%	1/1/2045		104,555
	98,418	Loan ID 201446	Fixed	4.875%	1/1/2045		101,645
	250,408	Loan ID 201447	Fixed	4.875%	10/1/2044		259,092
	109,786	Loan ID 201448	Fixed	4.750%	1/1/2045		112,840
	92,207	Loan ID 201449	Fixed	4.000%	8/1/2044		96,817
	221,549	Loan ID 201451	Fixed	4.250%	6/1/2045		223,257
	186,112	Loan ID 201453	Fixed	5.250%	9/1/2046		191,987
	186,112	Loan ID 201454	Fixed	5.250%	9/1/2046		192,156
	183,222	Loan ID 201455	Fixed	4.500%	5/1/2046		186,149
	207,211	Loan ID 201456	Fixed	4.125%	7/1/2046		206,214
	233,164	Loan ID 201458	Fixed	3.875%	9/1/2046		223,622
	222,413	Loan ID 201459	Fixed	4.375%	9/1/2044		225,679
	156,253	Loan ID 201460	Fixed	4.250%	7/1/2045		157,232
	267,726	Loan ID 201461	Fixed	4.125%	12/1/2044		266,322
	292,877	Loan ID 201462	Fixed	4.375%	11/1/2044		296,211
	469,555	Loan ID 201463	Fixed	4.750%	11/1/2044		481,141
	297,037	Loan ID 201464	Fixed	4.375%	6/1/2045		261,078
	100,790	Loan ID 201465	Fixed	5.125%	12/1/2044		104,536
	272,365	Loan ID 201466	Fixed	4.500%	12/1/2044		276,633
	45,769	Loan ID 201467	Fixed	5.250%	3/1/2044		48,058
	137,286	Loan ID 201469	Fixed	4.375%	2/1/2045		138,693
	278,212	Loan ID 201470	Fixed	4.375%	10/1/2044		281,720
	222,581	Loan ID 201471	Fixed	4.500%	1/1/2045		226,241
	148,372	Loan ID 201472	Fixed	4.000%	11/1/2044		155,791
	303,734	Loan ID 201473	Fixed	4.500%	2/1/2045		309,946

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	91,119	Loan ID 201475	ARM	6.625%	9/1/2036	$	95,675
	135,555	Loan ID 201476	ARM	8.125%	2/1/2037		119,043
	84,241	Loan ID 201477	Fixed	6.750%	11/1/2036		88,453
	106,176	Loan ID 201478	Fixed	4.625%	10/1/2045		108,879
	127,315	Loan ID 201479	Fixed	4.500%	5/1/2046		129,499
	158,072	Loan ID 201480	Fixed	4.250%	11/1/2045		159,182
	68,906	Loan ID 201481	Fixed	4.375%	7/1/2046		68,209
	134,445	Loan ID 201482	Fixed	4.625%	6/1/2045		136,841
	293,786	Loan ID 201483	Fixed	4.125%	12/1/2045		258,759
	75,532	Loan ID 201484	Fixed	4.500%	10/1/2046		76,479
	62,617	Loan ID 201485	Fixed	5.750%	3/1/2038		65,748
	163,693	Loan ID 201487	Fixed	4.625%	2/1/2052		171,878
	91,360	Loan ID 201489	Fixed	4.750%	3/1/2046		93,885
	106,067	Loan ID 201490	Fixed	4.750%	9/1/2045		108,634
	223,230	Loan ID 201491	Fixed	4.250%	2/1/2046		223,408
	377,359	Loan ID 201492	Fixed	4.625%	1/1/2047		339,961
	79,070	Loan ID 201499	Fixed	4.750%	5/1/2045		80,842
	106,292	Loan ID 201502	Fixed	5.250%	4/1/2044		111,607
	147,598	Loan ID 201503	Fixed	5.000%	7/1/2046		151,757
	448,171	Loan ID 201504	Fixed	4.500%	7/1/2045		410,803
	94,591	Loan ID 201505	ARM	5.750%	9/1/2046		98,741
	302,134	Loan ID 201506	Fixed	5.000%	2/1/2047		306,096
	220,372	Loan ID 201508	Fixed	5.000%	2/1/2047		224,283
	233,917	Loan ID 201509	Fixed	5.000%	12/1/2046		216,838
	78,995	Loan ID 201511	Fixed	4.375%	1/1/2046		79,481
	123,760	Loan ID 201513	Fixed	4.000%	1/1/2046		129,948
	137,008	Loan ID 201515	Fixed	5.125%	4/1/2047		139,636
	138,522	Loan ID 201516	Fixed	3.875%	4/1/2046		136,032
	320,504	Loan ID 201517	Fixed	4.625%	6/1/2046		325,763
	405,869	Loan ID 201518	Fixed	4.875%	1/1/2047		419,556
	94,877	Loan ID 201519	Fixed	4.750%	9/1/2045		97,737
	79,200	Loan ID 201522	Interest Only	9.750%	5/1/2018		77,616
	80,496	Loan ID 201523	Fixed	5.125%	7/1/2045		83,383
	310,185	Loan ID 201525	ARM	7.500%	9/1/2046		310,185
	154,105	Loan ID 201526	Fixed	5.250%	9/1/2044		143,621
	367,963	Loan ID 201527	Fixed	4.375%	7/1/2046		369,659
	493,021	Loan ID 201533	Fixed	4.750%	5/1/2046		505,380
	44,074	Loan ID 201534	Fixed	4.875%	5/1/2047		43,762
	330,292	Loan ID 201535	Fixed	4.875%	8/1/2047		339,127
	471,603	Loan ID 201536	Fixed	3.375%	4/1/2045		376,314
	227,007	Loan ID 201544	Fixed	3.750%	9/1/2047		238,358
	272,529	Loan ID 201545	Fixed	4.000%	9/1/2047		273,778
	255,252	Loan ID 201546	Fixed	4.375%	1/1/2047		252,828
	80,900	Loan ID 201548	Interest Only	12.000%	6/1/2019		80,496
	149,500	Loan ID 201549	Interest Only	12.500%	10/1/2018		147,258
	142,792	Loan ID 201550	Fixed	5.000%	2/1/2047		147,094
	201,620	Loan ID 201551	Fixed	4.500%	2/1/2047		128,695
	136,784	Loan ID 201552	Fixed	4.000%	8/1/2047		108,138
	290,817	Loan ID 201555	Fixed	4.875%	7/1/2047		271,351

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

March 31, 2019

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 101.7%
$	47,476	Loan ID 201556	Fixed	4.990%	12/1/2047	$	46,130
	131,993	Loan ID 201558	Fixed	4.500%	8/1/2047		138,593
	99,118	Loan ID 201562	Fixed	4.625%	5/1/2047		104,074
	173,460	Loan ID 201563	Fixed	5.875%	12/1/2047		175,140
	75,000	Loan ID 201566	Interest Only	11.500%	1/0/1900		73,875
	32,500	Loan ID 201572	Fixed	28.000%	1/30/2019		25,039
	111,353	Loan ID 201579	Fixed	4.750%	12/1/2036		102,149
	491,068	Loan ID 201580	Fixed	7.625%	4/1/2047		515,622
	86,280	Loan ID 201581	Fixed	4.125%	10/1/2046		75,632
	87,989	Loan ID 201583	Fixed	5.250%	8/1/2047		89,389
	98,723	Loan ID 201584	Interest Only	16.000%	7/12/2019		99,068
	48,776	Loan ID 201585	Fixed	5.500%	3/1/2048		44,921
	386,211	Loan ID 201586	Fixed	4.625%	5/1/2047		380,871
	318,133	Loan ID 201587	Fixed	4.375%	1/1/2048		286,502
	332,386	Loan ID 201588	Fixed	5.125%	2/1/2048		296,969
	64,333	Loan ID 201589	Fixed	5.375%	6/1/2048		64,595
	138,624	Loan ID 201590	Fixed	5.200%	5/1/2048		121,772
	317,681	Loan ID 201591	Fixed	5.375%	8/1/2048		281,488
	75,000	Loan ID 201593	Interest Only	13.500%	5/1/2019		72,750
	365,500	Loan ID 201594	Interest Only	11.250%	6/1/2019		360,018
	46,800	Loan ID 201597	Interest Only	12.990%	9/1/2019		46,332
	68,818	Loan ID 201598	Fixed	6.000%	1/1/2037		63,201
	344,982	Loan ID 201599	Fixed	5.000%	7/1/2038		251,647
	44,013	Loan ID 201600	Fixed	6.000%	1/1/2036		46,214
	36,747	Loan ID 201602	Fixed	5.000%	4/20/2032		38,348
	59,799	Loan ID 201604	Fixed	8.500%	1/1/2048		61,821
	75,488	Loan ID 201605	Fixed	8.750%	3/1/2048		79,233
	89,920	Loan ID 201606	Fixed	9.990%	5/1/2048		69,717
	57,642	Loan ID 201607	Fixed	9.990%	5/1/2048		57,642
	66,466	Loan ID 201608	Fixed	9.990%	6/1/2048		69,790
	43,441	Loan ID 201610	Fixed	9.990%	7/1/2048		45,613
	59,535	Loan ID 201611	Fixed	9.990%	7/1/2048		62,512
	255,000	Loan ID 201612	Interest Only	12.000%	9/1/2019		252,450
	194,062	Loan ID 201613	Fixed	4.500%	9/1/2047		169,729
	33,750	Loan ID 201614	Interest Only	9.750%	12/1/2019		33,076
	500,500	Loan ID 201615	Interest Only	9.500%	1/1/2021		497,999
	480,788	Loan ID 201616	Interest Only	9.250%	1/1/2020		478,385
	136,822,657	TOTAL MORTGAGE NOTES (Cost - $111,827,067)					131,641,017
		OTHER INVESTMENTS* (Cost - $488,519) - 0.4%				$	477,790
		TOTAL INVESTMENTS (Cost - $112,315,586) - 102.1%				$	132,118,807
		LIABILITIES IN EXCESS OF OTHER ASSETS - (2.1)%					(2,665,966	)
		NET ASSETS - 100.0%				$	129,452,841

ARM - Adjustable Rate Mortgage

* Illiquid Securities

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)

March 31, 2019

Assets:
Investments in Securities at Market Value (identified cost $112,315,586)	$	132,118,807
Cash		3,344,908
Interest Receivable		2,099,069
Receivable for Investment Securities Sold and Principal Paydowns		984,842
Receivable for Fund Shares Sold		4,581
Prepaid Expenses and Other Assets		599,272
Total Assets		139,151,479
Liabilities:
Line of Credit		9,265,554
Payable for Securities Purchased		65,162
Payable for Fund Shares Redeemed		—
Accrued Advisory Fees		102,665
Distribution Fees Payable		67
Related Party Payable		51,289
Accrued Expenses and Other Liabilities		213,901
Total Liabilities		9,698,638
Net Assets	$	129,452,841
Net Assets consisted of:
Paid-in-Capital	$	108,941,237
Accumulated earnings		20,511,604
Net Assets	$	129,452,841
Net Asset Value Per Share
Class A Shares:
Net Assets	$	129,345,700
Shares of Beneficial Interest Outstanding (no par value; unlimited shares authorized)		10,368,428
Net Asset Value (Net Assets/Shares Outstanding) and Redemption Price per Share	$	12.47
Offering Price per Share (maximum sales charge of 5.75%)	$	13.23
Class C Shares:
Net Assets	$	107,141
Shares of Beneficial Interest Outstanding (no par value; unlimited shares authorized)		8,431
Net Asset Value (Net Assets/Shares Outstanding), Offering Price and Redemption Price per Share (a)	$	12.71

(a) Early Withdrawal Charge on Shares Repurchased Less Than 365 Days After Purchase of 1.00%

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

STATEMENT OF OPERATIONS (Unaudited)

For the Six Months Ended March 31, 2019

Investment Income:
Interest Income	$	3,552,298
Total Investment Income		3,552,298
Expenses:
Investment Advisory Fees		810,692
Distribution Fees:
Class C		385
Security Servicing Fees		216,982
Interest Expense		205,693
Transfer Agent Fees		125,395
Fund Reorganization Expense		120,109
Line of Credit Fees		91,513
Audit Fees		91,190
Administration Fees		69,416
Printing Expense		62,249
Security Pricing Expense		60,746
Trustees’ Fees		59,402
Shareholder Servicing Fee		58,384
Legal Fees		54,067
Insurance Expense		49,436
Custody Fees		36,533
Chief Compliance Officer Fees		35,199
Fund Accounting Fees		26,076
Registration & Filing Fees		22,720
Miscellaneous Expenses		5,334
Total Expenses		2,201,521
Less: Expenses Waived by Adviser		(502,096	)
Net Expenses		1,699,425
Net Investment Income		1,852,873
Net Realized and Unrealized Gain on Investments:
Net Realized Gain from:
Investments		1,163,112
Net Change in Unrealized Appreciation on:
Investments		4,287,390
Net Realized and Unrealized Gain on Investments		5,450,502
Net Increase in Net Assets Resulting From Operations	$	7,303,375

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

STATEMENT OF CHANGES IN NET ASSETS

	For the Six Months			For the Year
	Ended			Ended
	March 31, 2019			September 30, 2018 (a)
	(Unaudited)		��
Operations:
Net Investment Income	$	1,852,873		$	5,273,668
Net Realized Gain from Investments		1,163,112			2,218,536
Net Change in Unrealized Appreciation/(Depreciation) on Investments		4,287,390			(1,465,814	)
Net Increase in Net Assets Resulting From Operations		7,303,375			6,026,390
Distributions to Shareholders From:
Net Investment Income:
Class A		—			(4,720,349	)
Class C		—			(760	)
Net Realized Gains:
Class A		—			(2,683,322	)
Total Distributions Paid*
Class A		(4,770,445	)		—
Class C		(2,747	)		—
Total Distributions to Shareholders		(4,773,192	)		(7,404,431	)
Beneficial Interest Transactions:
Proceeds from Shares Issued:
Class A		350,380			5,704,246
Class C		—			100,013
Class I		—			13
Class L		—			13
Distributions Reinvested:
Class A		2,267,420			3,740,905
Class C		2,747			760
Cost of Shares Redeemed:
Class A		(13,458,574	)		(31,037,285	)
Class I		—			(13	)
Class L		—			(13	)
Net Decrease in Net Assets from Beneficial Interest Transactions		(10,838,027	)		(21,491,361	)
Total Decrease in Net Assets		(8,307,844	)		(22,869,402	)
Net Assets:
Beginning of Period		137,760,685			160,630,087
End of Period **	$	129,452,841		$	137,760,685

(a) The Vertical Capital Income Fund Class C, Class I, and Class L commenced operations on January 24, 2018. Class I and Class L closed on June 27, 2018.

* Distributions from net investment income and net realized capital gains are combined for the six months ended March 31, 2019. See “New Accounting Pronouncements” in the Notes to Financial Statements for more information. The dividends and distributions to shareholders for the year ended September 30, 2018 have not been reclassified to conform to the current year presentation.

** Net Assets - End of Year includes net investment income in excess of distributions of $442,773 as of September 30, 2018.

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

STATEMENT OF CHANGES IN NET ASSETS (Continued)

	For the Six Months			For the Year
	Ended			Ended
	March 31, 2019			September 30, 2018 (a)
	(Unaudited)
Share Activity
Class A:
Shares Sold		28,768			448,705
Shares Reinvested		187,678			301,825
Shares Redeemed		(1,106,904	)		(2,510,899	)
Net Decrease in Shares of Beneficial Interest Outstanding		(890,458	)		(1,760,369	)
Class C:
Shares Sold		—			8,145
Shares Reinvested		225			61
Net Increase in Shares of Beneficial Interest Outstanding		225			8,206.00
Class I:
Shares Sold		—			1
Shares Redeemed		—			(1	)
Net Increase in Shares of Beneficial Interest Outstanding		—			—
Class L:
Shares Sold		—			1
Shares Redeemed		—			(1	)
Net Increase in Shares of Beneficial Interest Outstanding		—			—

(a) The Vertical Capital Income Fund Class C, Class I, and Class L commenced operations on January 24, 2018. Class I and Class L closed on June 27, 2018.

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

Statement of Cash Flows (Unaudited)

For the Six Months Ended March 31, 2019

Decrease in Cash
Cash Flows Provided by (Used for) Operating Activities:
Net Increase in Net Assets Resulting from Operations	$	7,303,375
Adjustments to Reconcile Net Increase in Net Assets Resulting from
Operations to Net Cash Provided by Operating Activities:
Purchases of Long-Term Portfolio Investments		(3,028,717	)
Proceeds from Sale of Long-Term Portfolio Investments and Principal Paydowns		10,518,269
Increase in Interest Receivable		(46,750	)
Increase in Receivable for Investment Securities Sold and Principal Paydowns		(193,594	)
Increase in Prepaid Expenses and Other Assets		(110,875	)
Increase in Payable for Securities Purchased		33,021
Increase in Accrued Advisory Fees		93,146
Increase in Distribution Fees Payable		4
Increase in Related Party Payable		2,478
Decrease in Accrued Expenses and Other Liabilities		(2,998	)
Amortization of Deferred Financing Fees		101,513
Net Amortization on Investments		(226,587	)
Net Realized Gain on Investments		(1,163,112	)
Change in Unrealized Appreciation on Investments		(4,287,390	)
Net Cash Provided by Operating Activities		8,991,783
Cash Flows Provided by/(Used) for Financing Activities:
Proceeds from Sale of Shares		351,053
Redemption of Shares		(13,458,574	)
Dividends Paid to Shareholders, Net of Reinvestments		(2,503,025	)
Proceeds from Line of Credit		2,500,000
Net Cash Used for Financing Activities		(13,110,546	)
Net Decrease in Cash		(4,118,763	)
Cash at Beginning of Period		7,463,671
Cash at End of Period	$	3,344,908

Supplemental disclosure of Cash Flow Information:

Non-Cash Financing Activities Included Reinvestment of Distributions During the Fiscal Period of $2,270,167.

Cash Paid for Interest of $206,237.

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

Financial Highlights

Class A

The table below sets forth financial data for one share of beneficial interest outstanding throughout each period presented.

	Six Months			Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	March 31, 2019			September 30, 2018			September 30, 2017			September 30, 2016			September 30, 2015			September 30, 2014
	(Unaudited)
Net Asset Value, Beginning of Period	$	12.23		$	12.34		$	12.49		$	11.53		$	11.04		$	10.87
From Operations:
Net investment income (a)		0.18			0.43			0.39			0.36			0.41			0.51
Net gain (loss) from investments (both realized and unrealized)		0.51			0.06			(0.04	) (b)		1.33			0.56			0.27
Total from operations		0.69			0.49			0.35			1.69			0.97			0.78
Distributions to shareholders from:
Net investment income		(0.25	)		(0.39	)		(0.40	)		(0.38	)		(0.44	)		(0.56	)
Net realized gains		(0.20	)		(0.21	)		(0.10	)		(0.35	)		(0.04	)		(0.05	)
Total distributions		(0.45	)		(0.60	)		(0.50	)		(0.73	)		(0.48	)		(0.61	)
Net Asset Value, End of Period	$	12.47		$	12.23		$	12.34		$	12.49		$	11.53		$	11.04
Total Return (c)		5.95	% (i)		4.03	%		2.81	%		15.10	%		8.86	%		7.29	%
Ratios/Supplemental Data
Net assets, end of period (in 000’s)	$	129,346		$	137,659		$	160,630		$	182,008		$	160,382		$	108,610
Ratio of gross expenses to average net assets (d)		3.35	% (h)		3.03	% (e)		2.74	% (e)		2.95	% (e)		2.67	% (e)		2.32	%
Ratio of net expenses to average net assets (d)		2.57	% (h)		2.09	% (e)		2.04	% (e)		2.26	% (e)		2.33	%		1.91	%
Ratio of net investment income to average net assets (d)		2.91	% (h)		3.52	% (e)		3.24	% (e)		2.98	% (e)		3.54	%		4.68	%
Portfolio turnover rate		2.30	% (i)		5.11	%		17.69	%		13.72	%		2.58	%		8.37	%
Loan Outstanding, End of Period (000s)	$	9,266		$	6,664		$	—		$	—		$	13,522		$	3,500
Asset Coverage Ratio for Loan Outstanding (f)		1497	%		2167	%		0	%		0	%		1286	%		3203	%
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding (f)	$	14,627		$	20,680		$	—		$	—		$	12,672		$	32,031
Weighted Average Loans Outstanding (000s) (g)	$	7,857		$	4,500		$	14,368		$	12,330		$	12,372		$	3,398
Weighted Average Interest Rate on Loans Outstanding		5.12	%		4.69	%		3.88	%		3.41	%		3.25	%		3.25	%

(a) Per share amounts are calculated using the annual average shares method, which more appropriately presents the per share data for the period.

(b) The amount of net gain (loss) on investments (both realized and unrealized) per share does not accord with the amounts reported in the Statement of Operations due to timing of purchases and redemptions of Fund shares.

(c) Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any, and excludes the effect of sales charges. Had the Adviser not waived expenses, total returns would have been lower.

(d) Ratio includes 0.46%, 0.24%, 0.14%, 0.20%, 0.27% and 0.06% for the six months ended March 31, 2019 and years ended September 30, 2018, 2017, 2016, 2015 and 2014, respectively, that attributed to interest expenses and fees.

(e) Ratio includes 0.01%, 0.05%, 0.21% and 0.21% for the years ended September 30, 2018, 2017, 2016 and the year ended 2015, respectively, that attributed to advisory transition expenses.

(f) Represents value of net assets plus the loan outstanding at the end of the period divided by the loan outstanding at the end of the period.

(g) Based on monthly weighted average.

(h) Annualized.

(i) Not annualized.

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

Financial Highlights

Class C

The table below sets forth financial data for one share of beneficial interest outstanding throughout each period presented.

	Six Months			Period *
	Ended			Ended
	March 31, 2019			September 30, 2018
	(Unaudited)
Net Asset Value, Beginning of Period	$	12.38		$	12.33
From Operations:
Net investment income (a)		0.13			0.25
Net gain (loss) from investments (both realized and unrealized)		0.53			(0.11	) (f)
Total from operations		0.66			0.14
Distributions to shareholders from:
Net investment income		(0.13	)		(0.09	)
Net realized gains		(0.20	)		—
Total distributions		(0.33	)		(0.09	)
Net Asset Value, End of Period	$	12.71		$	12.38
Total Return (b)		5.48	% (h)		1.16	% (h)
Ratios/Supplemental Data
Net assets, end of period (in 000’s)	$	107		$	102
Ratio of gross expenses to average net assets (c)		4.10	% (g)		3.85	% (g)
Ratio of net expenses to average net assets (c)		3.33	% (g)		2.60	% (g)
Ratio of net investment income to average net assets (c)		2.13	% (g)		2.77	% (g)
Portfolio turnover rate		2.30	% (h)		5.11	%
Loan Outstanding, End of Period (000s)	$	9,266		$	6,664
Asset Coverage Ratio for Loan Outstanding (d)		1497	%		2167	%
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding (d)	$	14,627		$	20,680
Weighted Average Loans Outstanding (000s) (e)	$	7,857		$	4,500
Weighted Average Interest Rate on Loans Outstanding		5.12	%		4.69	%

* The Vertical Capital Income Fund Class C commenced operations on January 24, 2018.

(a) Per share amounts are calculated using the annual average shares method, which more appropriately presents the per share data for the period.

(b) Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any, and excludes the effect of sales charges. Had the Adviser not waived expenses, total returns would have been lower.

(c) Ratio includes 0.46% and 0.31% for the six months ended March 31, 2019 and the period ended September 30, 2018 that attributed to interest expenses and fees.

(d) Represents value of net assets plus the loan outstanding at the end of the period divided by the loan outstanding at the

(e) Based on monthly weighted average.

(f) The amount of net gain (loss) on investments (both realized and unrealized) per share does not accord with the amounts reported in the Statement of Operations due to timing of purchases and redemptions of Fund shares.

(g) Annualized.

(h) Not annualized.

The accompanying notes are an integral part of these financial statements.

Vertical Capital Income Fund

Notes to Financial Statements (Unaudited)

March 31, 2019

1. ORGANIZATION

Vertical Capital Income Fund (the “Fund”), was organized as a Delaware statutory trust on April 8, 2011 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, closed-end management investment company. The investment objective of the Fund is to seek income. The Fund offered two classes of shares: Class A and Class C. Class A shares commenced operations on December 30, 2011. Class C shares commenced operations on January 24, 2018. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class. Prior to March 29, 2019, the Fund offered shares at net asset value plus a maximum sales charge of 5.75% for Class A. Oakline Advisors, LLC, serves as the Fund’s investment adviser.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies” including FASB Accounting Standard Update ASU 2013-08. The following is a summary of significant accounting policies and reporting policies used in preparing the financial statements. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund amortizes premiums and discounts using the effective interest rate method. Offering expenses are amortized over 12 months following the time they are incurred.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.

Investment Security Valuation

Mortgage Notes – The Fund uses an independent third-party pricing service, approved by the Fund’s Board of Trustees (the “Board”), to value its Mortgage Notes on a daily basis. The third-party pricing servicer uses a cash flow forecast and valuation model that focuses on forecasting the frequency, timing and severity of mortgage loss behavior. The model incorporates numerous observable loan-level factors such as unpaid principal balance, remaining term of the loan and coupon rate as well as macroeconomic data including yield curves, spreads to the Treasury curves and home price indexes. The model also includes a number of unobservable factors and assumptions (such as voluntary and involuntary prepayment speeds, delinquency rates, foreclosure timing, and others) to determine a fair value. While the model requires a minimum set of data to develop a reasonable fair value, the model is capable of accepting additional data elements. The model makes certain assumptions unless a specific data element is included, in which case it uses the additional data. Not all assumptions have equal weighting in the model. Using assumptions in this manner is a part of the Fund’s valuation policy and procedures and provides consistency in the application of valuation assumptions. The third-party pricing servicer also benchmarks their pricing model against observable pricing levels being quoted by a range of market participants active in the purchase and sale of residential mortgage loans. The combination of loan level criteria and daily market adjustments produces a daily price for each Mortgage Note relative to current public market conditions.

Prior to purchase, each Mortgage Note goes through a due diligence process that includes considerations such as underwriting borrower credit, employment history, property valuation, and delinquency history with an overall emphasis on repayment of the Mortgage Notes. The purchase price of the Mortgage Notes reflects the overall risk relative to the findings of this due diligence process.

Vertical Capital Income Fund

Notes to Financial Statements (Unaudited) (Continued)

March 31, 2019

The Fund invests primarily in Mortgage Notes secured by residential real estate. The market or liquidation value of each type of residential real estate collateral may be adversely affected by numerous factors, including rising interest rates; changes in the national, state and local economic climate and real estate conditions; perceptions of prospective buyers of the safety, convenience and attractiveness of the properties; maintenance and insurance costs; changes in real estate taxes and other expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; natural disasters and other factors beyond the control of the borrowers.

The Fund’s investments in Mortgage Notes are subject to liquidity risk because there is a limited secondary market for Mortgage Notes. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations. Securities for which current market quotations are not readily available, such as the Mortgage Notes the Fund invests in, or for which quotations are not deemed to be representative of market values are valued at fair value as determined in good faith by or under the direction of the Board in accordance with the Trust’s Portfolio Securities Valuation Procedures (the “Procedures”). The Procedures consider, among others, the following factors to determine a security’s fair value: the nature and pricing history (if any) of the security; whether any dealer quotations for the security are available; and possible valuation methodologies that could be used to determine the fair value of the security.

The valuation inputs and subsequent outputs are reviewed and maintained on a daily basis. Any calibrations or adjustments to the model that may be necessary are done on an as-needed basis to facilitate fair pricing. Financial markets are monitored daily relative to the interest rate environment. If other available market data indicates that the pricing data from the third-party service is materially inaccurate, or pricing data is unavailable, the Fund undertakes a review of other available prices and takes additional steps to determine fair value. In all cases, the Fund validates its understanding of methodology and assumptions underlying the fair value used.

The Fund follows guidance in ASC 820,Fair Value Measurement,where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date. The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. Notwithstanding, the actual sale price of a Mortgage Note will likely be different than its fair value determined under ASC 820. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1 – Unadjusted quoted prices in active markets for identical and/or similar assets and liabilities that the Fund has the ability to access at the measurement date.

Level 2 – Other significant observable inputs other than quoted prices included in Level 1 for the asset or liability, either directly or indirectly. These inputs may include quoted prices for similar investments or identical investments in an active market, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 –Significant unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

Vertical Capital Income Fund

Notes to Financial Statements (Unaudited) (Continued)

March 31, 2019

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

As of March 31, 2019, management estimated that the carrying value of cash and cash equivalents, accounts receivable, prepaid expenses and other assets, line of credit payable, payables for securities purchased, accrued advisory fees, related party payables, and accrued and other liabilities were at amounts that reasonably approximated their fair value based on their highly-liquid nature and short-term maturities. This is considered a Level 1 valuation technique.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following tables summarize the inputs used as of March 31, 2019 for the Fund’s assets measured at fair value:

Assets	Level 1		Level 2		Level 3		Total
Mortgage Notes	$	—	$	—	$	131,641,017	$	131,641,017
Other Investments		—		—		477,790		477,790
Total	$	—	$	—	$	132,118,807	$	132,118,807

There were no transfers between levels during the current period presented. It is the Fund’s policy to record transfers into or out of levels at the end of the reporting period.

The following is a reconciliation of assets in which Level 3 inputs were used in determining value:

	Mortgage Notes			Other Investments			Total
Beginning Balance	$	133,770,170		$	161,100		$	133,931,270
Net realized gain (loss)		1,152,383			—			1,152,383
Change in unrealized appreciation		4,296,401			1,718			4,298,119
Return of Capital		—			—
Cost of purchases		3,028,717			—			3,028,717
Proceeds from sales and principal paydowns		(10,355,451	)		(162,818	)		(10,518,269	)
Deed in Lieu of Foreclosure Transfer		—			—			—
Purchase discount amortization		226,587			—			226,587
Net Transfers within level 3		(477,790	)		477,790.00			—
Ending balance	$	131,641,017		$	477,790		$	132,118,807

The total change in unrealized depreciation included in the Statement of Operations attributable to Level 3 investments still held at March 31, 2019 is $4,741,497.

Vertical Capital Income Fund

Notes to Financial Statements (Unaudited) (Continued)

March 31, 2019

The following table provides quantitative information about the Fund’s Level 3 values, as well as its inputs, as of March 31, 2019. The table is not all-inclusive, but provides information on the significant Level 3 inputs:

						Weighted
					Range of	Average of
				Unobservable	Unobservable	Unobservable
	Value		Valuation Technique	Inputs	Inputs	Inputs
			Comprehensive
			pricing model with
			emphasis on
			discounted cash	Constant
Mortgage Notes	$	131,641,017	flows	prepayment rate	0-42.1%	11.1%
				Deliquency	0-576 days	14 days
				Loan-to-Value	0-515%	82.4%
				Discount Rate	0.1-13.5%	4.7%
			Market comparable	Sales prices	$80.2 sq/ft	$80.2 sq/ft
Other Investments		477,790
Closing Balance	$	132,118,807

A change to the unobservable input may result in a significant change to the value of the investment as follows:

Security Transactions and
Investment Income -	Impact to Value if	Impact to Value if
Investment Security	Input Increases	Input Decreases
Constant Prepayment Rate	Increase	Decrease
Delinquency	Decrease	Increase
Loan to Value	Decrease	Increase
Discount rate	Decrease	Increase

Cash and Cash Equivalents – Cash and cash equivalents include cash and overnight investments in interest-bearing demand deposits with a financial institution with maturities of three months or less. The Fund maintains deposits with a high quality financial institution in an amount that is in excess of federally insured limits.

Security Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes. Interest income is recorded on the accrual basis. Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities using the effective interest method.

Interest Income on Non-Accrual Loans – The Fund discontinues the accrual of interest on loans when, in the opinion of management, there is an assessment that the borrower will likely be unable to meet all contractual payments as they become due.

Credit Facility – On July 20, 2018, the Fund entered into a revolving line of credit agreement with NexBank for investment purposes and to help maintain the Fund’s liquidity, subject to the limitations of the 1940 Act for borrowings. The maximum amount of borrowing allowed under the agreement was the lesser of $35 million or 75% of the eligible portion of the Fund’s loans. Borrowings under the Nexbank agreement bear interest at a rate equal to the 30-day LIBOR plus applicable margin of 2.75%, per annum, on the outstanding principal balance. The Nexbank agreement matures on July 19, 2019 and has two one-year extensions available. The Nexbank agreement is secured by assets of the Fund.

Vertical Capital Income Fund

Notes to Financial Statements (Unaudited) (Continued)

March 31, 2019

During the six months ended March 31, 2019 the Fund incurred deferred financing fees of $0. Accumulated amortization of deferred financing fees was $129,428 as of March 31, 2019. The average amount of borrowing outstanding for the period was $7,857,143 and the total interest expense was $205,693. The outstanding balance under the Nexbank line of credit was $9,500,000 at March 31, 2019.

Federal Income Taxes – The Fund intends to continue to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute all of its taxable income, if any, to shareholders. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken by the Fund in its 2016 - 2018 tax returns, which remain open for examination, or expected to be taken in the Fund’s 2019 tax returns. The Fund identified its major tax jurisdictions as U.S. Federal jurisdictions where the Fund makes significant investments; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund accounts for interest and penalties for any uncertain tax positions as a component of income tax expense. No interest or penalty expense was recorded during the six months ended March 31, 2019.

Distributions to Shareholders – Distributions from investment income, if any, are declared and paid monthly and are recorded on the ex-dividend date. The Fund will declare and pay net realized capital gains not previously distributed, if any, annually. The board’s decision to declare distributions will be influenced by its obligation to ensure that the Fund maintains its federal tax status as a Registered Investment Company (“RIC”). In order to qualify as a RIC, the Fund must derive a minimum of 90% of its income from capital gains, interest or dividends earned on investments and must distribute a minimum of 90% of its net investment income in the form of interest, dividends or capital gains to its shareholders. Otherwise, the Fund may be subject to an excise tax from the IRS.

The character of income and gains to be distributed is determined in accordance with Federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require classification.

Indemnification –The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, management of the Fund expects the risk of loss due to these warranties and indemnities to be remote.

3. INVESTMENT IN RESTRICTED SECURITIES

The Fund may invest in Restricted Securities (those which cannot be offered for public sale without first being registered under the Securities Act of 1933) that are consistent with the Fund’s investment objectives and investment strategies. Investments in Restricted Securities are valued at fair value as determined in good faith in accordance with procedures adopted by the Board of Trustees. The Fund would typically have no rights to compel the obligor or issuer of a Restricted Security to register such a Restricted Security under the 1933 Act. No such securities were owned by the Fund at March 31, 2019.

Vertical Capital Income Fund

Notes to Financial Statements (Unaudited) (Continued)

March 31, 2019

4. INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

The business activities of the Fund are overseen by the Board, which is responsible for the overall management of the Fund.

Advisory Fees – Pursuant to an Advisory Agreement with the Fund, the Advisor, under the oversight of the Board, directs certain of the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 1.25% of the average daily net assets of the Fund. For the six months ended March 31, 2019 the Advisor earned advisory fees of $810,692.

The Advisor has contractually agreed to waive all or part of its management fees and/or make payments to limit Fund expenses (exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, expenses of investing in underlying funds, or extraordinary expenses such as litigation and advisor transition expenses) so that the total annual operating expenses of the Fund do not exceed 2.25% of the average daily net assets of Class A and 3.00% of Class C, effective January 31, 2019. Prior to January 31,2019, annual operating expenses did not exceed 1.85% of the average daily net assets of Class A and 2.60% of Class C. Waivers and expense reimbursements may be recouped by the Advisor from the Fund within three years of when the amounts were waived only if the fund expenses are lower than both the lesser of the current expense cap and the expense cap in place at the time of waiver. For the six months ended March 31, 2019, the Advisor waived advisory fees of $502,096. Expenses subject to recapture by the Advisor amounted to $1,063,215 that will expire on September 30, 2019, $1,196,051 that will expire on September 30, 2020, and $1,409,845 that will expire on September 30, 2021.

Distributor– The distributor of the Fund is Northern Lights Distributors, LLC (the “Distributor”). The Board of Trustees of the Fund has adopted, on behalf of the Fund, a Shareholder Servicing Plan to pay for certain shareholder services. Under the Plan, the Fund may pay up to 0.25% per year of its average daily net assets for such shareholder service activities. The Fund does not pay shareholder servicing fees to the Distributor. For the six months ended March 31, 2019, the Fund incurred shareholder servicing fees of $58,384.

The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s Class A and Class C shares. The Distributor received $3,190 and $0 in underwriting commissions and $418 and $0 was retained by the principal underwriter for Class A and Class C, respectively, during the six months ended March 31, 2019.

The Fund, with respect to its Class C shares, is authorized under a “Distribution Plan” to pay to the Distributor a Distribution Fee for certain activities relating to the distribution of shares to investors and maintenance of shareholder accounts. These activities include marketing and other activities to support the distribution of the Class C shares. The Plan operates in a manner consistent with Rule 12b-1 under the 1940 Act, which regulates the manner in which an open-end investment company may directly or indirectly bear the expenses of distributing its shares. Although the Fund is not an open-end investment company, it has undertaken to comply with the terms of Rule 12b-1 as a condition of an exemptive order under the 1940 Act which permits it to have asset based distribution fees. Under the Distribution Plan, the Fund pays the Distributor a Distribution Fee at an annual rate of 0.75% of average daily net assets attributable to Class C shares. Pursuant to the Distribution Plan, the Fund incurred $385 for Class C during the six months ended March 31, 2019.

In addition, certain affiliates of the Distributor provide services to the Fund as follows:

Gemini Fund Services, LLC (“GFS”) – GFS, an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to a separate servicing agreement with GFS, the Fund pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain

Vertical Capital Income Fund

Notes to Financial Statements (Unaudited) (Continued)

March 31, 2019

officers of the Trust are also officers of GFS, and are not paid any fees directly by the Fund for serving in such capacities. For the six months ended March 31, 2019 GFS earned $208,791.

Northern Lights Compliance Services, LLC (“NLCS”) – NLCS, an affiliate of GFS and the Distributor, provides a Chief Compliance Officer to the Fund, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Fund. Under the terms of such agreement, NLCS receives customary fees from the Fund. For the six months ended March 31, 2019 NLCS earned $35,199.

Blu Giant, LLC (“Blu Giant”) –Blu Giant, an affiliate of GFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund. For the six months ended March 31, 2019 Blu Giant earned $29,123.

Effective February 1, 2019, NorthStar Financial Services Group, LLC, the parent company of GFS and its affiliated companies including NLCS and Blu Giant (collectively, the “Gemini Companies”), sold its interest in the Gemini Companies to a third party private equity firm that contemporaneously acquired Ultimus Fund Solutions, LLC (an independent mutual fund administration firm) and its affiliates (collectively, the “Ultimus Companies”). As a result of these separate transactions, the Gemini Companies and the Ultimus Companies are now indirectly owned through a common parent entity, The Ultimus Group, LLC.

Trustees– The Fund pays each Trustee who is not affiliated with the Fund or advisor a quarterly fee of $5,000 and the lead unaffiliated Trustee a quarterly fee of $10,000. Additionally, each unaffiliated Trustee receives $2,500 per meeting as well as reimbursement for any reasonable expenses incurred attending meetings. The “interested persons” who serve as Trustees of the Fund receive no compensation for their services as Trustees. None of the executive officers receive compensation from the Fund.

5. INVESTMENT TRANSACTIONS

The cost of purchases and proceeds from sales and paydowns of investment securities, other than U.S. Government securities and short-term investments, for the six months ended March 31, 2019 amounted to $3,028,717 and $10,518,269 respectively.

6. REPURCHASE OFFERS

Pursuant to Rule 23c-3 under the Investment Company Act of 1940, as amended, prior to March 29, 2019 the Fund offered shareholders on a quarterly basis the option of redeeming shares, at net asset value, of no less than 5% and no more than 25% of the shares outstanding. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer, although each shareholder will have the right to require the Fund to purchase up to and including 5% of such shareholder’s shares in each quarterly repurchase

During the six months ended March 31, 2019, the Fund completed two quarterly repurchase offers. In those offers, the Fund offered to repurchase up to 5% (and an additional 2% at the Fund’s discretion) of the number of its outstanding shares as of the Repurchase Pricing Dates. The results of those repurchase offers were as follows:

Vertical Capital Income Fund

Notes to Financial Statements (Unaudited) (Continued)

March 31, 2019

	Repurchase			Repurchase
	Offer #1			Offer #2
Commencement Date		09/20/18			12/20/2018
Repurchase Request Deadline		10/22/18			1/23/2019
Repurchase Pricing Date		10/22/18			1/23/2019
Net Asset Value as of Repurchase
Pricing Date	$	12.09		$	12.23
Amount Repurchased *	$	6,810,272		$	6,643,791
Percentage of Outstanding Shares
Repurchased		5.00	%		5.00	%
Percentage of Outstanding Shares
Tendered		43.15	%		40.29	%

* Repurchases were made on a pro-rata basis.

7. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The Statement of Assets and Liabilities represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $111,992,615 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	20,861,864
Unrealized depreciation		(1,213,462	)
Net unrealized appreciation	$	19,648,402

The tax character of distributions paid during the fiscal years ended September 30, 2018 and September 30, 2017 was as follows:

	Fiscal Year Ended		Fiscal Year Ended
	September 30, 2018		September 30, 2017
Ordinary Income	$	5,580,553	$	5,975,551
Long-Term Capital Gain		1,823,878		893,974
	$	7,404,431	$	6,869,525

As of September 30, 2018, the components of accumulated earnings/ (deficit) on a tax basis were as follows:

Undistributed		Undistributed		Post October Loss		Capital Loss		Other			Unrealized		Total
Ordinary		Long-Term		and		Carry		Book/Tax			Appreciation/		Accumulated
Income		Gains		Late Year Loss		Forwards		Differences			(Depreciation)		Earnings/(Deficits)
$	459,411	$	2,022,817	$	—	$	—	$	(16,638	)	$	15,515,831	$	17,981,421

The difference between book basis and tax basis unrealized appreciation (depreciation), undistributed net investment income (loss) and accumulated net realized gain (loss) from security transactions are primarily attributable to the adjustments for defaulted bond adjustments.

Vertical Capital Income Fund

Notes to Financial Statements (Unaudited) (Continued)

March 31, 2019

Permanent book and tax differences, primarily attributable to the book/tax treatment of reclassification of fund distributions and tax adjustments for paydowns resulted in reclassification for the year ended September 30, 2018 as follows:

Paid		Undistributed			Accumulated
In		Net Investment			Net Realized
Capital		Income (Loss)			Gains (Loss)
$	—	$	(93,148	)	$	93,148

8. NEW ACCOUNTING PRONOUNCEMENTS

In August 2018, the FASB issued ASU No. 2018-13, which changes certain fair value measurement disclosure requirements. The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the policy for the timing of transfers between levels. For investment companies, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. These amendments have been adopted with these financial statements. Early adoption is allowed. At this time, management is evaluating the implications of the ASU and any impact on the financial statement disclosures.

In August 2018, the Securities and Exchange Commission released Final Rule 33-10532, captioned “Disclosure Update and Simplification,” which is intended to amend certain disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded, in light of other Commission disclosure requirements, GAAP, or changes in the information environment. These changes will be effective November 5, 2018. These amendments have been adopted with these financial statements.

9. SUBSEQUENT EVENTS

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has determined that other than those disclosed in these financial statements, there were no other subsequent events to report through the issuance of these financial statements. On March 29, 2019, the Fund’s shareholders approved elimination of the Fund’s policy of making quarterly repurchase offers of at least 5% of the Fund’s outstanding shares. The fund is in the process of listing its shares on the New York Stock Exchange. However, there is no assurance such listing will be completed.

10. PROXY VOTE

At a Special Meeting of Shareholders of the Fund, held at the offices of Gemini Fund Services, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788, on Friday, March 29, 2019, shareholders of record as of the close of business on January 11, 2019, voted to approve the following proposal:

To facilitate the Fund listing its shares on the New York Stock Exchange, approval of eliminating the Fund’s fundamental policy of making quarterly repurchase offers for no less than 5% of the Fund’s shares outstanding at net asset value.

Shares Voted In Favor	Shares Voted Against	Shares Abstained From Voting
5,189,642.764	275,353.549	225,833.520

Supplemental Information (Unaudited)

Renewal of Investment Advisory Agreement

Approval of Renewal of Investment Advisory Agreement with Oakline Advisors, LLC

At an in person meeting held on November 16, 2018 (the “November Meeting”), the Board of Trustees (the “Board”) of the Vertical Capital Income Fund (the “Fund”), including a majority of the Trustees who are not “interested persons” (the “Independent Trustees”), as such term is defined by the Investment Company Act of 1940, as amended (the “1940 Act”), approved the renewal of the investment management agreement (the “Advisory Agreement”) between Oakline Advisors, LLC (the “Adviser” or “Oakline”) and the Fund. Matters considered by the Trustees in connection with the Board’s renewal of the Advisory Agreement included the following:

Nature, Extent and Quality of Services.The Trustees discussed Oakline’s history and portfolio management experience. They noted that Oakline and its affiliates served a variety of clients, and managed approximately $479 million in assets. The Trustees reviewed the background and experience of Oakline’s investment team, noting that key personnel responsible for managing the portfolio remained unchanged from the previous approval. The Trustees further noted the Adviser had provided a high level of expertise and diligence in performing investment advisory services for the Fund and appreciated the Adviser’s long term view in managing the Fund. They acknowledged the Adviser’s careful stewardship of the portfolio and careful, ongoing attention to portfolio valuation. After further discussion, the Trustees concluded that they are satisfied with Oakline and believed Oakline would continue to provide quality advisory services to the Fund.

Performance.The Trustees reviewed the performance of the Fund compared to its benchmark indices for the one-year and three-year periods, which correspond to the periods the Adviser has been advising the Fund. Next, the Adviser noted that interval fund comparisons are useful from a management fee and expense ratio, but they are not useful from a performance standpoint because of the Fund’s novel strategy. The Adviser focuses on two applicable indices; the Bloomberg Barclays Capital MBS Index and the Barclays US Aggregate Bond Index over the one, three, five and since inception periods. The Trustees noted that the Fund outperformed the indices over all time periods. The assets acquired by the Fund since the appointment of the Adviser have outperformed the assets that were in the Fund’s when the Adviser took over. The Trustees agreed that the Adviser had delivered positive, acceptable returns consistent with the Fund’s objective.

Fees and Expenses. The Trustees noted that Oakline charged an advisory fee of 1.25% and the Fund had an expense ratio of 1.99%, as measured by Class A shares. The Trustees reviewed average fees for two peer groups: (i) closed-end exchange traded real estate and mortgage funds, and (ii) closed-end interval funds. The Trustees acknowledged that neither peer group was precisely comparable to the Fund due to various factors including the significantly larger size of some peer funds, and differing strategies and objectives, but agreed the information was relevant. They noted that the Fund’s advisory fee was lower than the interval fund peer group average and competitive with the exchange traded peer group average. The Trustees concluded that the advisory fee was not unreasonable.

Profitability.The Trustees reviewed a profitability analysis provided by Oakline, and discussed Oakline’s estimated profitability in connection with its relationship with the Fund. The Trustees considered that Oakline did not earn a profit through its relationship with the Fund and as such, excessive profit was still not an issue at this time.

Economies of Scale. The Trustees considered whether the Fund had yet reached a size where material economies of scale had been achieved. The Adviser and the Trustees have been discussing various plans for the Fund. The Adviser had expressed to the Trustees that economies of scale were difficult to achieve given the labor intensive mortgage note selection process. The Trustees agreed to reevaluate the issue at the next renewal.

Conclusion.Having requested and received such information from Oakline as the Trustees believed to be reasonably necessary to evaluate the terms of the advisory agreement with Oakline, and as assisted by the advice of Counsel, the Trustees concluded that the fee structure was reasonable and that approval of the Oakline advisory agreement was in the best interests of the shareholders of the Fund.

PRIVACY NOTICE

Rev. May 2012

FACTS	WHAT DOES VERTICAL CAPITAL INCOME FUND DO WITH YOUR PERSONAL INFORMATION?
Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include:
	■	Social Security number	■	Purchase History
	■	Assets	■	Account Balances
	■	Retirement Assets	■	Account Transactions
	■	Transaction History	■	Wire Transfer Instructions
	■	Checking Account Information
	When you areno longer our customer, we continue to share your information as described in this notice.
How?	All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Vertical Capital Income Fund chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does Vertical Capital Income Fund share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

Questions?        Call 1-866-277-VCIF

Rev. May 2012

Who we are
Who is providing this notice?	Vertical Capital Income Fund
What we do
How does Vertical Capital Income Fund protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
How does Vertical Capital Income Fund collect my personal information?	We collect your personal information, for example, when you ■    Open an account ■    Provide account information ■    Give us your contact information ■    Make deposits or withdrawals from your account ■    Make a wire transfer ■    Tell us where to send the money ■    Tells us who receives the money ■    Show your government-issued ID ■    Show your driver’s license We also collect your personal information from other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only ■     Sharing for affiliates’ everyday business purposes – information about your creditworthiness ■     Affiliates from using your information to market to you ■     Sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. ■    Vertical Capital Income Funddoes not share with our affiliates.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies ■   Vertical Capital Income Funddoes not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ■   Vertical Capital Income Funddoesn’t jointly market.

How to Obtain Proxy Voting Information

Information regarding how the Fund votes proxies relating to portfolio securities for the 12 month period ended June 30th as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-866-277-VCIF by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

How to Obtain 1st and 3rd Fiscal Quarter Portfolio Holdings

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website athttp://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without charge, upon request, by calling 1-866-277-VCIF.

Investment Adviser
Oakline Advisors, LLC
14675 Dallas Parkway, Suite 600
Dallas, Texas 75254

Administrator
Gemini Fund Services, LLC
80 Arkay Drive
Hauppauge, NY 11788

Item 2. Code of Ethics.

Item 3. Audit Committee Financial Expert.Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Companies.Not applicable.

Item 6. Schedule of Investments.See Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable for semi-annual reports.

Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable for semi-annual reports.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.Not applicable.

Item 10. Submission of Matters to a Vote of Security Holder.None.

Item 11. Controls and Procedures.

(a)       Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)       There were no significant changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report (in the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.None

Item 13. Exhibits.

(a)(1) Code of Ethics filed herewith.

(a)(2) Certification(s) required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

(a)(3) Not applicable.

(b) Certification(s) required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Vertical Capital Income Fund

By (Signature and Title)

* /s/ Michael D. Cohen

Michael D. Cohen, President

Date 5/28/19

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)

* /s/ Michael D. Cohen

Michael D. Cohen, President

Date 5/28/19

By (Signature and Title)

* /s/ Lisa Ross

Lisa Ross, Treasurer

Date 5/28/19

* Print the name and title of each signing officer under his or her signature.