Carlyle Credit Income Fund (CCIF) N-CSR Certified 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)

Gemini Fund Services, LLC

17645 Wright Street, Omaha, Nebraska, 68130

(Name and address of agent for service)

Registrant's telephone number, including area code: 631-470-2616

Date of fiscal year end: 9/30

Date of reporting period:9/30/19

Item 1. Reports to Stockholders.

Vertical Capital Income Fund

VCIF

Cusip: 92535C104

Annual Report

September 30, 2019

Investor Information: 1-866-277-VCIF

This report and the financial statements contained herein are submitted for the general information of shareholders. 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.

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.

November 27, 2019

Dear Shareholder,

We have mixed feelings as we report to you the results of another year for the Vertical Capital Income Fund (the “Fund”). While we are pleased with our investment performance and your decision to seek liquidity through a listing, we are displeased that the Fund had to bear significant non-recurring costs in dealing with a proxy challenge, resulting in lower earnings and distributions than otherwise would have occurred.

As a result of the Trustees’ desire to provide additional liquidity for the Fund’s shareholders, the Trustees undertook an analysis of strategic options to determine the best path forward for the Fund’s investors. In the end, the decision was made that a listing on the New York Stock Exchange (“NYSE”) would benefit shareholders the most. To list and cease operations as an “interval” fund that provides liquidity through quarterly repurchase offers; the Fund needed shareholder approval, which was obtained through a proxy vote in March 2019. The Fund then applied for listing with the NYSE and, after receiving approval, began trading on May 29, 2019.

Soon thereafter as a result of a technical change of control of the parent ownership of the Fund’s advisor, which did not in any way effect the daily management of the Fund or the economic terms of the advisory agreement; the Fund was required to again obtain shareholder approval through another proxy solicitation for the renewal of the Fund’s advisory agreement. Shortly after mailing the proxy statements, the Fund was notified by an activist investor that it was seeking to contest the proxy and press management to undertake a plan of liquidation. The activist took this position despite the fact that the Fund’s shareholders had just a few months earlier voted in support of a listing on the NYSE in lieu of pursuing other strategic alternatives, including liquidation.

In October 2019 the Fund accepted the certified final report of the independent inspector of election that determined the renewal of the advisory agreement had been approved. The cost to the Fund of dealing with this matter through September 30, 2019 was approximately $684,000, representing approximately $0.066 per share of distributions lost to you, our shareholders. The negative impact on the Fund’s share price cannot be measured.

Update on Financial Performance

The Fund made distributions from operations aggregating approximately $0.34 per share for the fiscal year ended September 30, 2019. In addition, the Fund made a special distribution of approximately $0.20 per share in December 2018 as a result of net capital gains realized on loan sales and loan payoffs for the taxable year 2018. The Fund expects to make another similar special distribution currently estimated at approximately $0.20 per share in December 2019. The annualized dividend yield, excluding net capital gain distributions, for the period October 2018 through May 2019, prior to the Fund’s listing, was approximately 4.13%. The annualized dividend yield thereafter was approximately 1.96%, primarily reflecting the negative impact of the cost of dealing with the activist investor and the contested proxy.

Based on NAV, for the fiscal year ended September 30, 2019, the Fund produced a total return (load waived) of 8.80% (including the $0.20 per share special dividend paid in December 2018) compared to one of its key benchmarks, the Barclays Capital Mortgage Backed Securities Index, which reported a total return of 7.80%. Including the maximum load, the Fund’s total return was 2.51%. Since inception through the end of our fiscal year 2019, the Fund has produced an annualized total return of 7.97%. The SEC Yield as of September 30, 2019, including the expense cap subsidized by the Advisor, totaled 0.40%.

Since the Fund listed on the NYSE mid-year without the benefit of an initial offering price, any performance measurement from the date of listing through September 30, 2019, when the Fund’s closing price was $10.68 per

share, would be difficult to give a traditional meaning. However, there are several conclusions from this period that are worth noting. First, notwithstanding the Fund’s eight-year track record, the Fund listed on the NYSE with little visibility among trading market participants. Second, although the Fund’s quarterly redemption queue was a consideration in the decision to list the Fund, there was a lack of specificity concerning the intentions of individual shareholders. Notwithstanding, management expected that there might be more downward pressure on the shares than upward interest immediately after listing due to some shareholders seeking immediate liquidity. Third, management knew that it would take some time for many shareholders to register their shares with the DTC, thereby delaying their ability to trade, should they want to. Fourth, the uncertainty caused by the actions of the activist may have weakened market interest in the shares. And fifth, we know the dividend yield would have been higher without the negative impact of the non-recurring costs noted above. Next year we will be reporting investment performance based on over a year of market share price, in addition to performance based on NAV.

We believe the downward pressure created by legacy shareholders seeking liquidity, combined with the activist-related disruptions, have not given the Fund a runway to demonstrate its full return profile and value proposition in an undisputed manner. Looking forward, we are hopeful and continue to believe in both the Fund’s fundamental investment strategy and in management’s ability to generate competitive risk-adjusted returns. The listing has stabilized the Fund’s asset base and eliminated the quarterly redemption overhang. Those factors should enhance our ability to more fully execute the Fund’s investment strategy by making long-term decisions that are in the best interest of shareholders. The Fund’s earnings should additionally benefit from the accretive deployment of capital previously held in reserve for contingencies, in addition to the judicious use of the Fund’s line of credit.

Update on Economic Outlook and Fund Strategy

During the past year, the U.S. economy again grew; however, at a slower pace than last year. Real GDP is expected to average 2.0% for the 12 months ended September 30, 2019 compared to approximately 2.8% for the twelve months ended September 30, 2018. The first half of the calendar year was fueled by consumer spending and business investment, both of which slowed in the third quarter of 2019. Expectations are for more cooling in the coming quarters. Current forecasts suggest GDP should be in the 1.1% range for calendar 2020 and 1.4% for 2021. The unemployment rate has trended down slightly from 3.8% at the beginning of the fiscal year, based on a tight job market; but it is now expected to increase back to around 4.1% in 2020 and 2021.

For some time, the Federal Reserve’s focus has been on containing inflation, yet, in a defensive move in July 2019, the Fed lowered its short-term benchmark rate for the first time since 2008, dropping rates by 0.50% to their second quarter 2018 level. Last year, forecasters predicted a Fed Funds rate of 3.25% by the end of 2019 and 3.5% by the end of 2020. Now predictions are that the Fed will likely continue to lower rates again in 2020.

One reason for the Fed’s defensive positioning is that there is much uncertainty concerning the broader global economy, once again underscored by the ups and downs of the escalating U.S. -China trade war, as well as the continuing saga of Brexit. Many investors have moved into safer investments, including sovereign debt, pushing down long-term interest rates. At September 30, 2019, mid-term US Treasury rates were lower than short-term rates, resulting in a partially inverted yield curve, seen by many as a sign of a coming recession. A year ago, the 10-year U.S. Treasury rate was approximately 3.0%, and long-term rates were expected to rise by 25 bps before the end of 2018 and by another 50 bps by mid-2019. Instead rates have fallen over that period, with the 10-year Treasury at 1.68% on September 30, 2019.

Economic growth helps support jobs and wage growth, and along with population growth and household formation, are important factors in creating demand for housing. Slightly less than two-thirds of all U. S. households own a home. Home ownership generates demand for purchase mortgage originations and for refinancing of existing mortgages. Mortgage volume is also highly influenced by home prices, the inventory of homes for sale, particularly newly constructed housing, and by the cost of mortgage financing.

Total mortgage originations for calendar year 2019 are expected to be $1.89 trillion, an increase over last year’s projection, due primarily to a 38% increase in projected refinancing volume of $633 billion, as a result of lower interest rates. Volume for 2020 is projected to be around $1.7 trillion, of which 25% is estimated to be refinancing.

The Fund primarily invests in first mortgage, residential whole loans traded in the secondary market at a discount to their unpaid principal balances. The secondary whole loan market is part of the larger almost $11 trillion residential mortgage market which boasts a deep roster of institutional participants. As such, we are comfortable that we will continue to see one-off and portfolio acquisition opportunities, as well as disposition opportunities when it makes sense for the Fund to sell.

Update on the Portfolio and Liquidity

At September 30, 2019 the Fund owned 764 individual loans with an average unpaid principal balance of approximately $169,000 and an average collateral value of approximately $236,000, or 71%. By comparison the median prices of existing and new homes in the U.S. are approximately $280,000 and $318,000, respectively, with average down payments upon purchase of 13% and 6%, respectively. We continue to be pleased with the fundamental character of the portfolio and each of its key metrics, including acquisition cost, current loan-to-collateral value, nominal and effective interest rates, borrower FICO scores and delinquency rates, among others.

We employ a conservative approach to managing the Fund’s financial position, focusing primarily on the generation of current income while maintaining a positive net working capital position and low, if any, leverage. In addition to scheduled monthly amortization payments, the Fund typically receives unscheduled receipts of loan payoffs as a result of home sales or refinancing. Coupled with the proceeds from sale of loans, the Fund is able to self-generate cash available for investment. In addition, the Fund has a $35 million bank line of credit for general working capital purposes, including investment. The Fund had $2.5 million outstanding on the line of credit at year-end.

We again appreciate your support during the past year and look forward to working on your behalf in 2020.

Regards,

Robert J. Chapman
Chairman of the Board of Trustees and Co-Portfolio Manager

David Aisner
Co-Portfolio Manager

Past performance is neither indicative nor a guarantee of future results.The performance data quoted here represents past performance. Current performance may be lower or higher than the performance data quoted above. The investment return and principal value of an investment will fluctuate so that investor’s shares, when sold, may be worth more or less than their original cost. Results shown reflect the Fund’s expense waiver, without which the results could have been lower. For more recent price information please go to vertical-incomefund.com.

This material contains forward-looking statements relating to the business and financial outlook of Vertical Capital Income Fund that are based on our current expectations, estimates, forecasts and projections and are not guarantees of future performance. There is no assurance that the Fund will achieve its investment objective. Actual results may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this material.

Securities may be subject to prepayment risk because borrowers are typically able to prepay principal. The Fund will not invest in real estate directly, but, because the Fund will invest the majority of its assets in securities secured by real estate, its portfolio will be significantly impacted by the performance of the real estate market and may experience more volatility and be exposed to greater risk than a more diversified portfolio.

Vertical Capital Income Fund

PORTFOLIO REVIEW (Unaudited)

September 30, 2019

PERFORMANCE OF A $10,000 INVESTMENT
(Based upon Net Asset Value)

The Fund’s performance figures for the period ended September 30, 2019, compared to its
benchmark:
	One Year	Three Years	Five Years	Since Inception*
Vertical Capital Income Fund-NAV	8.62%	5.15%	7.86%	7.97%
Vertical Capital Income Fund-Market Price **	-8.73%	-1.04%	4.08%	5.52%
Bloomberg Barclays Capital Mortgage Backed Securities Index	7.80%	2.32%	2.80%	2.49%

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

** The calculation is comparing the Market Price to the NAV until the initial Market Price on May 30, 2019.

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 dviser not waived its fees and reimbursed a portion of the Fund’s expenses. For performance information current to the most recent month-end, please call 1-866-277-VCIF.

PORTFOLIO COMPOSITION***
Mortgage Notes	99.7	%
Other Investments	0.3	%
	100.0	%

***    Based on Investments at Value as of September 30, 2019.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES - 97.9%
$	113,914	Loan ID 200003	Fixed		7.250	%	9/1/2035	$	101,667
	230,985	Loan ID 200004	Fixed		7.990	%	10/1/2036		242,535
	48,672	Loan ID 200012	ARM		9.800	%	7/1/2037		49,751
	35,524	Loan ID 200016	ARM		10.375	%	1/1/2031		37,300
	47,445	Loan ID 200018	Fixed		7.000	%	1/1/2033		49,817
	97,739	Loan ID 200023	Fixed		5.875	%	12/1/2050		91,671
	205,980	Loan ID 200026	Interest Only		4.750	%	1/1/2050		215,490
	228,102	Loan ID 200028	Fixed		4.875	%	6/1/2050		239,350
	201,942	Loan ID 200029	Fixed		6.310	%	7/1/2037		206,832
	320,872	Loan ID 200032	Fixed		3.130	%	1/1/2051		305,960
	539,346	Loan ID 200035	Fixed		4.625	%	11/1/2050		562,536
	152,438	Loan ID 200037	Fixed		7.800	%	5/1/2035		160,059
	111,310	Loan ID 200041	Fixed		4.875	%	8/1/2039		116,876
	38,931	Loan ID 200042	Fixed		7.000	%	12/1/2037		40,878
	48,550	Loan ID 200043	Fixed		6.125	%	7/1/2039		50,977
	49,544	Loan ID 200048	Fixed		5.500	%	8/1/2039		52,021
	147,496	Loan ID 200052	Fixed		5.125	%	5/1/2040		154,871
	52,265	Loan ID 200054	Fixed		8.250	%	3/1/2039		54,878
	78,999	Loan ID 200055	Fixed		10.000	%	1/5/2036		82,949
	119,239	Loan ID 200057	ARM		4.875	%	10/1/2036		125,098
	31,155	Loan ID 200060	Fixed		5.750	%	8/1/2039		32,712
	24,326	Loan ID 200065	ARM		9.000	%	1/1/2037		25,542
	190,183	Loan ID 200075	Fixed		4.250	%	2/1/2042		198,041
	157,496	Loan ID 200076	Fixed		4.250	%	12/1/2041		163,635
	24,410	Loan ID 200078	Fixed		7.000	%	8/1/2036		25,630
	133,362	Loan ID 200079	Fixed		5.000	%	2/1/2059		121,565
	64,737	Loan ID 200082	Fixed		8.250	%	4/1/2040		58,581
	176,046	Loan ID 200084	Fixed		7.000	%	3/1/2039		153,185
	190,887	Loan ID 200086	Fixed		4.250	%	11/1/2050		158,601
	218,064	Loan ID 200087	Fixed		6.000	%	3/1/2051		205,750
	116,692	Loan ID 200088	Fixed		7.000	%	6/1/2039		101,446
	256,323	Loan ID 200089	Fixed		3.875	%	3/1/2052		216,544
	271,213	Loan ID 200090	Fixed		4.500	%	11/1/2036		76,650
	124,386	Loan ID 200093	Fixed		5.000	%	2/1/2038		130,605
	70,632	Loan ID 200102	Fixed		8.250	%	3/1/2040		71,100
	107,513	Loan ID 200110	Fixed		8.250	%	8/1/2039		112,888
	69,180	Loan ID 200128	Fixed		4.710	%	7/1/2037		52,463
	444,762	Loan ID 200129	Fixed		4.625	%	3/1/2052		395,053
	26,581	Loan ID 200131	Fixed		3.875	%	11/1/2027		27,318
	116,004	Loan ID 200135	Fixed		4.375	%	12/1/2042		121,131
	119,217	Loan ID 200137	Fixed		4.500	%	9/1/2042		124,930
	75,522	Loan ID 200141	Fixed		4.250	%	2/1/2042		77,601
	119,559	Loan ID 200143	Fixed		3.000	%	2/1/2037		117,905
	379,287	Loan ID 200145	Fixed		4.625	%	8/1/2051		342,876
	95,445	Loan ID 200152	ARM		5.000	%	9/1/2037		100,148
	145,783	Loan ID 200158	Fixed		3.625	%	12/1/2042		148,397
	117,799	Loan ID 200160	Fixed		3.250	%	2/1/2043		117,538
	207,682	Loan ID 200162	Fixed		3.875	%	7/1/2042		213,506
	185,486	Loan ID 200165	Fixed		4.375	%	12/1/2041		193,908
	102,800	Loan ID 200168	Fixed		3.750	%	10/1/2042		104,883

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	21,407	Loan ID 200169	Fixed		6.923	%	9/1/2034	$	22,478
	131,226	Loan ID 200172	Fixed		7.250	%	2/1/2037		137,787
	85,476	Loan ID 200174	Fixed		7.340	%	4/1/2037		89,750
	49,275	Loan ID 200175	Fixed		9.600	%	5/1/2037		51,738
	27,585	Loan ID 200177	Fixed		8.000	%	1/11/2022		28,964
	107,212	Loan ID 200181	Fixed		7.500	%	6/1/2041		112,573
	69,592	Loan ID 200184	Fixed		4.375	%	12/1/2042		72,570
	26,753	Loan ID 200185	Fixed		5.375	%	6/1/2042		28,091
	50,874	Loan ID 200186	Fixed		5.125	%	8/1/2042		53,417
	312,976	Loan ID 200190	Fixed		3.625	%	11/1/2042		318,666
	154,855	Loan ID 200194	Fixed		4.750	%	9/1/2041		162,598
	246,182	Loan ID 200195	Fixed		3.875	%	3/1/2042		253,021
	95,006	Loan ID 200196	Fixed		4.500	%	1/1/2043		99,585
	37,270	Loan ID 200197	Fixed		4.750	%	11/1/2042		39,133
	38,962	Loan ID 200198	Fixed		5.250	%	10/1/2042		40,911
	268,090	Loan ID 200199	Fixed		4.000	%	9/1/2042		276,490
	230,587	Loan ID 200200	Fixed		3.875	%	9/1/2042		234,156
	43,130	Loan ID 200201	Fixed		5.125	%	8/1/2041		45,287
	21,507	Loan ID 200206	Fixed		3.990	%	12/1/2042		22,140
	44,387	Loan ID 200208	Fixed		4.250	%	1/1/2043		46,157
	184,501	Loan ID 200209	Fixed		3.875	%	8/1/2042		189,692
	51,560	Loan ID 200214	Fixed		5.750	%	7/1/2039		54,138
	108,010	Loan ID 200216	Fixed		5.750	%	9/1/2039		113,411
	136,414	Loan ID 200217	Fixed		5.250	%	7/1/2040		143,235
	69,881	Loan ID 200218	Fixed		4.250	%	12/1/2041		72,767
	188,832	Loan ID 200219	Fixed		4.250	%	4/1/2043		196,445
	179,062	Loan ID 200224	Fixed		4.000	%	7/1/2043		184,994
	77,110	Loan ID 200226	Fixed		5.250	%	7/1/2041		80,966
	47,911	Loan ID 200228	Fixed		4.625	%	8/1/2042		50,306
	137,494	Loan ID 200230	Fixed		3.500	%	2/1/2043		139,147
	64,472	Loan ID 200232	Fixed		3.875	%	8/1/2042		66,291
	111,522	Loan ID 200243	Fixed		3.750	%	4/1/2043		113,867
	25,326	Loan ID 200244	Fixed		5.000	%	5/1/2042		26,592
	189,957	Loan ID 200245	Fixed		3.875	%	3/1/2043		195,259
	85,753	Loan ID 200286	Fixed		4.500	%	7/1/2043		89,918
	95,002	Loan ID 200287	Fixed		4.375	%	7/1/2043		99,127
	318,366	Loan ID 200288	Fixed		4.375	%	11/1/2041		333,233
	272,956	Loan ID 200290	Fixed		4.250	%	4/1/2043		284,012
	193,191	Loan ID 200296	Fixed		3.250	%	2/1/2043		192,804
	182,693	Loan ID 200299	Fixed		3.625	%	10/1/2042		185,872
	114,507	Loan ID 200300	Fixed		8.400	%	10/20/2037		120,232
	104,049	Loan ID 200302	Fixed		9.875	%	10/1/2035		109,251
	128,112	Loan ID 200304	Fixed		7.250	%	10/1/2033		134,518
	40,250	Loan ID 200307	Fixed		6.500	%	7/1/2031		42,262
	36,028	Loan ID 200313	Fixed		8.500	%	3/1/2028		37,829
	282,814	Loan ID 200315	ARM		5.750	%	6/1/2037		281,634
	65,951	Loan ID 200317	Fixed		7.000	%	9/1/2032		69,249
	72,482	Loan ID 200326	Fixed		8.375	%	10/1/2036		76,106
	137,943	Loan ID 200327	Fixed		6.790	%	10/26/2036		144,840
	238,894	Loan ID 200330	Fixed		7.000	%	8/1/2037		197,634

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	94,532	Loan ID 200332	Fixed		5.775	%	10/1/2037	$	99,259
	86,905	Loan ID 200334	Fixed		7.000	%	1/1/2033		91,250
	259,133	Loan ID 200335	Fixed		4.000	%	11/1/2052		212,081
	41,236	Loan ID 200337	Fixed		7.000	%	10/1/2034		37,407
	47,067	Loan ID 200338	ARM		10.500	%	8/1/2029		42,631
	137,012	Loan ID 200339	Fixed		2.000	%	10/1/2033		128,190
	29,475	Loan ID 200340	Fixed		7.000	%	3/1/2030		30,949
	57,639	Loan ID 200348	Fixed		6.500	%	7/1/2038		60,521
	229,534	Loan ID 200349	Fixed		7.000	%	1/1/2037		167,401
	69,431	Loan ID 200352	Fixed		7.000	%	8/1/2030		69,431
	92,403	Loan ID 200358	Fixed		5.000	%	4/1/2025		96,575
	64,913	Loan ID 200361	Fixed		7.500	%	1/1/2034		68,159
	63,046	Loan ID 200366	Fixed		6.250	%	1/1/2033		63,046
	162,099	Loan ID 200368	Fixed		4.500	%	4/1/2036		169,927
	69,085	Loan ID 200374	ARM		8.500	%	5/1/2034		69,085
	177,473	Loan ID 200380	Fixed		4.220	%	4/1/2049		169,280
	374,314	Loan ID 200383	Fixed		5.030	%	12/1/2046		393,029
	282,586	Loan ID 200384	Fixed		5.000	%	11/1/2047		266,972
	137,967	Loan ID 200385	Fixed		8.250	%	1/1/2040		144,865
	116,927	Loan ID 200389	Fixed		4.820	%	9/1/2047		74,754
	192,188	Loan ID 200390	Fixed		4.780	%	4/16/2047		172,140
	153,280	Loan ID 200391	Fixed		4.000	%	1/13/2035		157,036
	62,569	Loan ID 200392	Fixed		10.000	%	6/5/2034		65,697
	76,691	Loan ID 200395	Fixed		4.860	%	4/1/2047		51,697
	68,945	Loan ID 200396	Fixed		10.000	%	2/1/2036		72,392
	83,052	Loan ID 200397	ARM		5.375	%	9/1/2037		87,204
	68,234	Loan ID 200399	Fixed		4.980	%	6/1/2037		67,030
	45,055	Loan ID 200403	Fixed		8.300	%	10/15/2032		47,308
	53,238	Loan ID 200404	Fixed		8.100	%	5/1/2037		55,900
	89,819	Loan ID 200405	Fixed		4.870	%	12/1/2035		78,592
	113,130	Loan ID 200406	Fixed		4.875	%	10/1/2051		118,787
	223,327	Loan ID 200407	Fixed		6.500	%	4/1/2042		234,493
	335,524	Loan ID 200409	Fixed		6.000	%	2/1/2049		269,888
	99,880	Loan ID 200411	Fixed		8.275	%	6/1/2037		104,874
	176,611	Loan ID 200416	Fixed		4.670	%	8/1/2053		168,534
	65,156	Loan ID 200417	Fixed		7.000	%	5/1/2035		68,413
	143,615	Loan ID 200419	Fixed		4.000	%	12/19/2035		144,642
	152,595	Loan ID 200420	Fixed		4.225	%	4/10/2038		145,360
	71,818	Loan ID 200421	Fixed		7.710	%	8/1/2037		75,409
	131,293	Loan ID 200422	Fixed		3.830	%	8/1/2053		111,462
	121,878	Loan ID 200423	Fixed		4.500	%	6/1/2043		127,652
	210,988	Loan ID 200430	Fixed		3.625	%	7/1/2043		214,466
	174,506	Loan ID 200431	Fixed		4.625	%	7/1/2043		183,232
	277,622	Loan ID 200432	Fixed		4.875	%	5/1/2043		291,503
	121,539	Loan ID 200433	Fixed		4.250	%	8/1/2043		126,470
	193,360	Loan ID 200435	Fixed		4.625	%	11/1/2052		200,691
	41,360	Loan ID 200439	Fixed		5.000	%	8/1/2041		43,428
	141,502	Loan ID 200445	Fixed		5.250	%	2/1/2039		148,577
	38,814	Loan ID 200447	Fixed		5.875	%	11/4/2034		40,754
	75,466	Loan ID 200448	Fixed		5.750	%	5/1/2042		70,385

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	132,636	Loan ID 200449	Fixed		5.000	%	2/1/2042	$	139,267
	336,977	Loan ID 200451	Fixed		6.250	%	7/1/2038		353,825
	8,129	Loan ID 200453	ARM		6.000	%	3/1/2026		8,535
	180,520	Loan ID 200460	Fixed		7.000	%	7/1/2041		189,546
	369,334	Loan ID 200462	Fixed		6.000	%	7/1/2045		348,485
	230,334	Loan ID 200465	Fixed		6.500	%	7/1/2037		233,691
	101,915	Loan ID 200468	Fixed		5.625	%	12/1/2044		40,211
	120,786	Loan ID 200469	Fixed		6.500	%	7/1/2037		115,912
	272,266	Loan ID 200473	Fixed		4.000	%	12/1/2042		232,151
	235,843	Loan ID 200474	Fixed		5.750	%	11/1/2050		247,635
	162,798	Loan ID 200475	Fixed		5.450	%	7/1/2049		170,938
	185,956	Loan ID 200476	Fixed		6.000	%	9/1/2050		195,254
	146,544	Loan ID 200477	Fixed		4.125	%	12/1/2028		151,504
	90,609	Loan ID 200482	Fixed		4.375	%	11/1/2028		94,672
	85,117	Loan ID 200483	Fixed		4.375	%	11/1/2028		88,934
	70,444	Loan ID 200485	Fixed		4.125	%	2/1/2043		73,003
	231,319	Loan ID 200486	Fixed		3.500	%	1/1/2043		233,782
	107,250	Loan ID 200489	Fixed		4.000	%	3/1/2043		110,621
	53,805	Loan ID 200490	Fixed		4.000	%	11/1/2028		55,515
	190,859	Loan ID 200491	Fixed		5.500	%	10/1/2039		190,859
	113,851	Loan ID 200492	Fixed		4.000	%	1/1/2043		117,466
	262,267	Loan ID 200494	Fixed		4.625	%	10/1/2043		275,381
	188,559	Loan ID 200496	Fixed		3.875	%	2/1/2043		193,695
	300,106	Loan ID 200497	Fixed		3.250	%	4/1/2043		299,292
	255,265	Loan ID 200499	Fixed		4.250	%	1/1/2043		265,181
	197,936	Loan ID 200500	Fixed		5.875	%	2/1/2037		207,833
	350,083	Loan ID 200504	Fixed		3.375	%	3/1/2043		351,277
	65,509	Loan ID 200507	Fixed		4.500	%	9/1/2042		68,784
	312,638	Loan ID 200514	Fixed		3.000	%	4/1/2047		308,357
	93,251	Loan ID 200515	Fixed		8.250	%	2/1/2039		97,914
	96,698	Loan ID 200517	Fixed		8.000	%	5/1/2039		101,515
	193,800	Loan ID 200518	Fixed		3.000	%	12/1/2050		191,158
	298,784	Loan ID 200519	Fixed		3.000	%	11/1/2049		295,007
	264,279	Loan ID 200525	Fixed		3.250	%	12/1/2042		215,050
	105,365	Loan ID 200527	Fixed		4.500	%	12/1/2043		110,529
	373,716	Loan ID 200529	Fixed		4.625	%	2/1/2044		392,402
	165,015	Loan ID 200531	Fixed		4.625	%	11/1/2043		173,266
	102,347	Loan ID 200532	Fixed		3.250	%	7/1/2043		102,093
	87,834	Loan ID 200537	Fixed		4.500	%	3/1/2042		92,226
	78,783	Loan ID 200540	Fixed		3.875	%	2/1/2043		80,977
	45,657	Loan ID 200545	Fixed		4.375	%	2/1/2029		47,639
	115,980	Loan ID 200546	Fixed		5.375	%	12/1/2043		121,779
	157,509	Loan ID 200548	Fixed		5.250	%	2/1/2044		165,384
	128,573	Loan ID 200564	Fixed		4.875	%	5/1/2039		128,573
	123,332	Loan ID 200567	Fixed		3.375	%	5/1/2043		123,847
	127,601	Loan ID 200571	Fixed		4.500	%	7/1/2043		133,695
	89,177	Loan ID 200573	Fixed		3.750	%	9/1/2042		91,089
	123,656	Loan ID 200574	Fixed		4.875	%	1/1/2044		129,839
	172,505	Loan ID 200578	Fixed		4.750	%	8/1/2040		181,130
	45,180	Loan ID 200579	Fixed		4.875	%	5/1/2042		47,439

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	161,382	Loan ID 200580	Fixed		4.125	%	11/1/2041	$	167,395
	36,382	Loan ID 200581	Fixed		4.750	%	9/1/2042		38,119
	349,881	Loan ID 200582	Fixed		4.000	%	11/1/2042		357,156
	55,439	Loan ID 200583	Fixed		3.625	%	9/1/2027		56,400
	305,600	Loan ID 200586	Fixed		3.500	%	1/1/2043		309,064
	235,025	Loan ID 200588	Fixed		3.750	%	5/1/2042		240,511
	62,550	Loan ID 200593	Fixed		3.875	%	6/1/2042		64,258
	214,049	Loan ID 200594	Fixed		4.250	%	4/1/2043		222,927
	36,256	Loan ID 200597	Fixed		5.625	%	2/1/2044		38,069
	175,672	Loan ID 200600	Fixed		4.625	%	4/1/2044		184,456
	172,698	Loan ID 200602	Fixed		3.750	%	3/1/2043		176,663
	21,388	Loan ID 200603	Fixed		4.125	%	6/1/2043		22,114
	68,562	Loan ID 200604	Fixed		3.500	%	1/1/2043		69,339
	140,005	Loan ID 200605	Fixed		4.875	%	12/1/2043		147,005
	126,118	Loan ID 200608	Fixed		4.125	%	11/1/2043		130,792
	118,152	Loan ID 200612	Fixed		4.500	%	2/1/2043		123,994
	191,047	Loan ID 200613	Fixed		3.369	%	1/1/2043		192,015
	96,073	Loan ID 200615	Fixed		4.250	%	8/1/2043		99,948
	322,296	Loan ID 200616	Fixed		4.875	%	2/1/2044		338,411
	214,669	Loan ID 200620	Fixed		4.250	%	10/1/2043		223,321
	123,506	Loan ID 200621	Fixed		3.625	%	1/1/2043		125,316
	68,000	Loan ID 200623	Fixed		4.375	%	12/1/2042		70,990
	123,779	Loan ID 200627	Fixed		4.250	%	10/1/2043		128,808
	157,163	Loan ID 200630	Fixed		5.250	%	9/1/2043		165,021
	327,381	Loan ID 200632	Fixed		5.250	%	5/1/2044		343,750
	213,829	Loan ID 200633	Fixed		5.125	%	5/1/2044		224,521
	217,774	Loan ID 200634	Fixed		4.375	%	1/1/2044		227,468
	138,105	Loan ID 200642	Fixed		5.000	%	3/1/2044		135,225
	111,844	Loan ID 200645	Fixed		5.000	%	4/1/2044		117,436
	134,080	Loan ID 200649	Fixed		4.375	%	3/1/2044		139,960
	122,949	Loan ID 200650	Fixed		4.875	%	5/1/2044		129,097
	221,185	Loan ID 200651	Fixed		3.625	%	7/1/2043		224,802
	130,905	Loan ID 200655	Fixed		3.375	%	5/1/2043		131,440
	143,031	Loan ID 200656	Fixed		6.875	%	7/1/2037		76,028
	140,821	Loan ID 200657	Fixed		4.875	%	8/1/2051		147,862
	169,405	Loan ID 200660	Fixed		5.875	%	3/1/2038		177,876
	199,623	Loan ID 200662	Fixed		5.000	%	3/1/2044		209,604
	65,370	Loan ID 200663	Fixed		4.750	%	5/1/2044		68,638
	282,433	Loan ID 200668	Fixed		3.625	%	4/1/2043		287,561
	147,705	Loan ID 200669	Fixed		5.250	%	4/1/2044		155,090
	51,839	Loan ID 200670	Fixed		4.375	%	2/1/2029		54,085
	224,312	Loan ID 200671	Fixed		4.625	%	8/1/2043		235,528
	147,014	Loan ID 200672	Fixed		3.750	%	7/1/2043		150,188
	293,332	Loan ID 200674	Fixed		4.500	%	5/1/2044		307,420
	96,716	Loan ID 200677	Fixed		3.625	%	5/1/2028		98,372
	437,932	Loan ID 200678	Fixed		4.375	%	2/1/2044		457,045
	241,923	Loan ID 200679	Fixed		5.000	%	4/1/2044		214,966
	180,114	Loan ID 200682	Fixed		4.875	%	5/1/2044		175,197
	119,953	Loan ID 200684	Fixed		4.875	%	4/1/2044		125,951
	217,779	Loan ID 200685	Fixed		4.875	%	5/1/2044		228,668

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	212,030	Loan ID 200690	Fixed		4.250	%	4/1/2044	$	220,821
	231,348	Loan ID 200692	Fixed		4.625	%	7/1/2044		242,916
	101,032	Loan ID 200694	Fixed		4.500	%	9/1/2043		105,854
	45,281	Loan ID 200696	Fixed		3.750	%	10/1/2042		46,345
	85,942	Loan ID 200700	Fixed		4.250	%	2/1/2044		89,359
	160,533	Loan ID 200701	Fixed		4.750	%	6/1/2044		151,368
	91,372	Loan ID 200704	Fixed		4.375	%	3/1/2043		95,239
	125,354	Loan ID 200708	Fixed		4.875	%	2/1/2044		131,621
	48,205	Loan ID 200709	Fixed		4.375	%	4/1/2043		50,330
	109,216	Loan ID 200710	Fixed		4.500	%	7/1/2044		114,427
	578,596	Loan ID 200714	Fixed		4.175	%	11/1/2036		541,171
	199,946	Loan ID 200716	ARM		5.483	%	8/1/2037		178,192
	134,173	Loan ID 200720	ARM		5.500	%	4/1/2042		123,371
	145,779	Loan ID 200726	Fixed		4.375	%	9/1/2037		106,955
	154,135	Loan ID 200727	Fixed		3.500	%	7/1/2037		155,809
	442,662	Loan ID 200730	ARM		4.750	%	9/1/2036		346,672
	188,584	Loan ID 200732	Fixed		4.125	%	9/1/2027		195,048
	216,820	Loan ID 200733	Fixed		3.750	%	12/1/2042		221,811
	223,242	Loan ID 200734	ARM		3.375	%	4/1/2044		225,003
	95,940	Loan ID 200735	Fixed		4.500	%	6/1/2044		100,619
	137,384	Loan ID 200736	Fixed		4.750	%	5/1/2044		133,127
	166,875	Loan ID 200742	Fixed		4.250	%	4/1/2043		173,327
	180,472	Loan ID 200744	Fixed		3.625	%	6/1/2043		183,492
	427,773	Loan ID 200748	Fixed		4.750	%	12/1/2043		449,162
	146,053	Loan ID 200749	Fixed		4.750	%	9/1/2043		153,355
	56,977	Loan ID 200753	Fixed		5.250	%	5/1/2044		59,826
	52,238	Loan ID 200755	Fixed		4.250	%	6/1/2043		54,367
	180,316	Loan ID 200756	Fixed		4.875	%	11/1/2043		168,792
	118,185	Loan ID 200759	Fixed		3.750	%	6/1/2043		120,974
	161,766	Loan ID 200760	Fixed		3.750	%	6/1/2043		165,449
	281,903	Loan ID 200762	Fixed		3.875	%	5/1/2042		289,839
	144,625	Loan ID 200763	Fixed		4.250	%	11/1/2043		150,298
	194,154	Loan ID 200765	Fixed		4.875	%	11/1/2043		203,862
	461,839	Loan ID 200766	Fixed		3.625	%	12/1/2042		470,163
	169,106	Loan ID 200771	Fixed		4.500	%	4/1/2043		169,106
	231,487	Loan ID 200772	Fixed		3.750	%	3/1/2043		236,913
	192,428	Loan ID 200774	Fixed		3.875	%	7/1/2043		197,783
	42,158	Loan ID 200775	Fixed		4.250	%	4/1/2043		43,826
	76,969	Loan ID 200776	Fixed		4.250	%	3/1/2044		80,000
	51,079	Loan ID 200777	Fixed		4.750	%	6/1/2044		53,149
	159,760	Loan ID 200781	Fixed		4.625	%	9/1/2044		167,459
	133,876	Loan ID 200783	Fixed		4.750	%	9/1/2044		140,569
	106,560	Loan ID 200785	Fixed		4.500	%	8/1/2044		111,759
	215,834	Loan ID 200786	Fixed		4.625	%	7/1/2044		226,626
	41,189	Loan ID 200787	Fixed		4.750	%	9/1/2044		43,248
	122,881	Loan ID 200789	Fixed		3.750	%	9/1/2044		125,649
	143,796	Loan ID 200790	Fixed		4.250	%	8/1/2044		149,774
	193,966	Loan ID 200791	Fixed		4.875	%	6/1/2044		203,664
	87,386	Loan ID 200795	Fixed		6.750	%	8/1/2036		91,756
	69,677	Loan ID 200796	Fixed		5.170	%	12/1/2053		30,876

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	57,432	Loan ID 200799	Fixed		4.000	%	2/5/2053	$	55,941
	62,779	Loan ID 200800	Fixed		4.000	%	1/1/2053		59,430
	150,062	Loan ID 200805	Fixed		4.625	%	7/1/2050		120,988
	155,659	Loan ID 200806	Fixed		5.000	%	8/1/2049		127,102
	55,752	Loan ID 200808	Fixed		4.250	%	11/1/2050		28,857
	114,217	Loan ID 200809	Fixed		5.000	%	4/1/2050		71,574
	230,114	Loan ID 200814	Fixed		8.250	%	7/1/2039		241,620
	275,963	Loan ID 200817	Fixed		5.000	%	1/1/2050		204,705
	198,435	Loan ID 200821	Fixed		4.250	%	8/1/2044		206,582
	77,113	Loan ID 200823	Fixed		4.250	%	9/1/2044		80,298
	210,675	Loan ID 200824	Fixed		4.250	%	8/1/2044		216,564
	100,409	Loan ID 200826	Fixed		4.375	%	9/1/2044		104,609
	195,079	Loan ID 200829	Fixed		4.375	%	7/1/2043		203,650
	191,330	Loan ID 200830	ARM		2.875	%	7/1/2044		191,825
	58,034	Loan ID 200831	Fixed		4.250	%	10/1/2044		60,261
	322,777	Loan ID 200832	Fixed		4.250	%	10/1/2044		335,615
	151,930	Loan ID 200834	Fixed		4.125	%	7/1/2043		157,392
	312,092	Loan ID 200835	Fixed		5.000	%	8/1/2043		327,697
	220,536	Loan ID 200839	Fixed		5.000	%	5/1/2044		231,563
	283,409	Loan ID 200844	Fixed		4.500	%	7/1/2043		297,202
	192,422	Loan ID 200846	Fixed		4.375	%	11/1/2043		201,169
	173,707	Loan ID 200847	Fixed		4.750	%	10/1/2044		182,392
	102,933	Loan ID 200853	Fixed		5.000	%	4/1/2037		108,079
	182,431	Loan ID 200856	Fixed		6.500	%	6/1/2042		118,475
	255,078	Loan ID 200858	Fixed		4.000	%	1/1/2053		225,666
	160,334	Loan ID 200860	Fixed		3.875	%	3/1/2052		117,396
	409,019	Loan ID 200861	Fixed		3.000	%	6/1/2054		292,207
	239,962	Loan ID 200863	Fixed		3.380	%	7/1/2052		240,043
	254,469	Loan ID 200866	Fixed		3.400	%	5/1/2053		256,059
	108,640	Loan ID 200867	Fixed		4.370	%	9/1/2053		98,497
	193,227	Loan ID 200873	Fixed		4.525	%	11/1/2053		85,827
	180,155	Loan ID 200880	Fixed		4.250	%	6/1/2043		187,390
	67,156	Loan ID 200883	Fixed		3.375	%	5/1/2028		67,402
	83,691	Loan ID 200886	Fixed		4.250	%	10/1/2044		87,065
	240,663	Loan ID 200887	Fixed		4.750	%	9/1/2044		252,697
	195,874	Loan ID 200891	Fixed		4.250	%	10/1/2044		203,514
	239,165	Loan ID 200892	Fixed		3.750	%	9/1/2043		244,399
	212,043	Loan ID 200895	Fixed		3.875	%	11/1/2043		218,070
	184,131	Loan ID 200897	Fixed		4.750	%	10/1/2044		193,337
	326,401	Loan ID 200900	Fixed		4.375	%	9/1/2044		341,417
	622,954	Loan ID 200902	Fixed		4.250	%	9/1/2044		648,679
	384,917	Loan ID 200905	Fixed		5.375	%	9/1/2044		404,163
	281,298	Loan ID 200906	Fixed		4.875	%	2/1/2035		295,362
	359,834	Loan ID 200907	ARM		5.533	%	8/1/2047		367,007
	101,307	Loan ID 200908	Fixed		4.000	%	6/1/2049		104,112
	111,502	Loan ID 200909	Fixed		4.870	%	3/1/2046		90,259
	194,513	Loan ID 200910	Fixed		5.300	%	4/1/2053		175,625
	685,906	Loan ID 200912	Fixed		4.500	%	3/1/2037		719,865
	56,834	Loan ID 200913	Fixed		4.250	%	5/1/2047		53,271
	142,484	Loan ID 200914	Fixed		2.875	%	12/1/2047		139,933

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	87,034	Loan ID 200916	Fixed		4.000	%	10/1/2037	$	86,991
	154,459	Loan ID 200917	Fixed		4.875	%	1/1/2051		162,181
	89,963	Loan ID 200921	ARM		5.625	%	7/1/2051		94,461
	408,770	Loan ID 200922	Fixed		3.340	%	9/1/2053		421,241
	496,397	Loan ID 200924	Fixed		5.500	%	9/1/2051		521,217
	299,238	Loan ID 200927	Fixed		3.000	%	8/1/2038		295,675
	113,189	Loan ID 200928	Fixed		4.800	%	12/1/2036		118,848
	153,879	Loan ID 200929	Fixed		4.625	%	1/1/2043		161,573
	380,116	Loan ID 200931	Fixed		4.250	%	12/1/2052		354,051
	287,473	Loan ID 200933	Fixed		4.250	%	3/1/2043		299,162
	108,423	Loan ID 200934	Fixed		3.810	%	1/1/2043		111,085
	168,785	Loan ID 200935	Fixed		3.875	%	4/1/2043		173,560
	184,159	Loan ID 200936	Fixed		4.000	%	5/1/2042		190,021
	187,718	Loan ID 200940	Fixed		3.250	%	2/1/2043		187,207
	108,413	Loan ID 200941	Fixed		3.780	%	1/1/2043		110,963
	265,182	Loan ID 200942	Fixed		4.000	%	4/1/2043		273,744
	99,524	Loan ID 200944	Fixed		4.500	%	2/1/2044		104,050
	274,059	Loan ID 200947	Fixed		4.000	%	2/1/2043		282,755
	123,757	Loan ID 200948	Fixed		4.625	%	12/1/2042		129,945
	267,415	Loan ID 200949	Fixed		3.875	%	4/1/2043		275,017
	172,716	Loan ID 200952	Fixed		3.875	%	1/1/2043		177,540
	111,163	Loan ID 200953	Fixed		3.750	%	12/1/2042		113,622
	358,997	Loan ID 200954	Fixed		3.625	%	1/1/2043		365,202
	308,900	Loan ID 200955	Fixed		3.250	%	5/1/2043		308,398
	255,894	Loan ID 200956	Fixed		5.000	%	8/1/2051		268,689
	397,359	Loan ID 200959	Fixed		4.000	%	11/1/2042		410,272
	341,959	Loan ID 200960	Fixed		3.500	%	1/1/2043		345,594
	195,557	Loan ID 200962	Fixed		4.250	%	10/1/2044		203,539
	113,084	Loan ID 200963	Fixed		4.750	%	9/1/2044		118,739
	336,085	Loan ID 200964	Fixed		3.750	%	7/1/2043		343,834
	140,109	Loan ID 200966	Fixed		4.875	%	7/1/2044		147,114
	90,360	Loan ID 200968	Fixed		4.250	%	11/1/2044		94,878
	347,462	Loan ID 200969	Fixed		4.875	%	8/1/2043		364,835
	147,641	Loan ID 200974	Fixed		4.250	%	10/1/2044		153,630
	338,243	Loan ID 200977	Fixed		4.875	%	9/1/2044		355,155
	192,856	Loan ID 200983	Fixed		4.375	%	8/1/2044		201,392
	109,789	Loan ID 200987	Fixed		4.625	%	10/1/2044		115,278
	176,860	Loan ID 200989	Fixed		3.750	%	6/1/2029		180,427
	160,633	Loan ID 200993	Fixed		2.004	%	7/15/2049		147,007
	53,550	Loan ID 200996	Fixed		2.500	%	8/1/2048		43,514
	353,896	Loan ID 200998	Fixed		3.875	%	12/1/2050		357,869
	123,790	Loan ID 201005	Fixed		4.750	%	7/1/2041		129,980
	41,144	Loan ID 201006	Fixed		6.875	%	3/1/2038		43,202
	83,521	Loan ID 201007	Fixed		7.125	%	4/1/2037		87,697
	76,458	Loan ID 201010	Fixed		5.500	%	4/1/2039		80,281
	44,382	Loan ID 201012	Fixed		7.500	%	12/1/2038		46,601
	53,942	Loan ID 201013	Fixed		7.500	%	12/1/2038		47,637
	100,623	Loan ID 201016	Fixed		6.500	%	2/1/2036		105,654
	74,250	Loan ID 201022	ARM		4.875	%	5/1/2037		62,370
	133,990	Loan ID 201023	Fixed		6.450	%	2/1/2036		128,256

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	103,452	Loan ID 201027	ARM		9.538	%	3/1/2037	$	108,624
	98,998	Loan ID 201030	Fixed		5.000	%	7/1/2042		103,947
	136,098	Loan ID 201032	Fixed		4.500	%	11/1/2044		141,996
	274,326	Loan ID 201033	Fixed		4.125	%	12/1/2044		284,588
	86,180	Loan ID 201036	Fixed		4.375	%	12/1/2044		89,931
	66,545	Loan ID 201037	Fixed		8.250	%	7/1/2039		69,872
	88,399	Loan ID 201041	Fixed		3.750	%	11/1/2052		82,317
	109,531	Loan ID 201043	Fixed		4.000	%	4/1/2039		106,449
	170,440	Loan ID 201044	Fixed		4.870	%	3/29/2037		178,962
	103,031	Loan ID 201045	Fixed		3.375	%	7/1/2037		91,233
	276,448	Loan ID 201046	Fixed		3.000	%	10/1/2058		192,810
	106,098	Loan ID 201047	Fixed		3.625	%	4/1/2053		102,683
	63,645	Loan ID 201053	Fixed		3.860	%	7/1/2053		65,258
	203,307	Loan ID 201054	Fixed		2.400	%	5/17/2050		186,777
	569,061	Loan ID 201056	Fixed		3.000	%	7/1/2054		508,357
	159,963	Loan ID 201057	Fixed		3.000	%	1/1/2050		140,124
	122,592	Loan ID 201058	Fixed		4.250	%	8/1/2037		127,444
	103,127	Loan ID 201060	ARM		5.000	%	7/1/2035		92,496
	84,762	Loan ID 201061	Fixed		5.000	%	2/1/2050		73,592
	113,920	Loan ID 201062	Fixed		3.100	%	4/1/2047		112,987
	119,913	Loan ID 201063	Fixed		4.000	%	9/1/2047		111,045
	222,465	Loan ID 201066	Fixed		4.250	%	12/1/2046		231,135
	418,561	Loan ID 201067	Fixed		4.750	%	1/1/2044		439,489
	65,651	Loan ID 201069	Fixed		4.625	%	12/1/2044		68,933
	91,601	Loan ID 201072	Fixed		3.500	%	3/1/2028		92,701
	91,784	Loan ID 201075	Fixed		4.375	%	10/1/2044		95,816
	128,907	Loan ID 201077	Fixed		3.625	%	7/1/2044		131,252
	219,892	Loan ID 201084	Fixed		5.000	%	8/1/2038		219,892
	141,488	Loan ID 201086	Fixed		4.625	%	11/1/2044		148,562
	151,838	Loan ID 201091	Fixed		4.125	%	1/1/2045		156,826
	242,235	Loan ID 201092	Fixed		5.250	%	4/1/2046		242,235
	132,227	Loan ID 201093	Fixed		4.125	%	9/1/2043		109,528
	139,674	Loan ID 201094	Fixed		4.550	%	3/1/2044		146,213
	335,801	Loan ID 201101	Fixed		4.625	%	3/1/2045		352,591
	145,355	Loan ID 201103	ARM		2.875	%	5/1/2044		147,331
	153,529	Loan ID 201104	Fixed		4.375	%	4/1/2045		160,092
	73,409	Loan ID 201107	Fixed		5.150	%	2/1/2036		77,080
	150,051	Loan ID 201108	Fixed		4.750	%	2/1/2054		84,713
	495,399	Loan ID 201110	ARM		5.875	%	4/1/2037		412,743
	157,614	Loan ID 201111	Fixed		4.875	%	4/1/2050		111,159
	229,916	Loan ID 201112	Fixed		4.750	%	8/1/2037		241,412
	76,931	Loan ID 201113	Fixed		5.750	%	12/1/2052		80,778
	116,556	Loan ID 201114	Fixed		8.087	%	5/1/2054		122,384
	492,488	Loan ID 201115	Fixed		4.000	%	2/1/2051		502,254
	84,746	Loan ID 201121	Fixed		4.125	%	10/1/2037		82,756
	82,947	Loan ID 201122	Fixed		4.750	%	11/1/2048		80,848
	230,971	Loan ID 201124	Fixed		4.750	%	4/1/2040		242,520
	76,898	Loan ID 201127	ARM		4.875	%	4/1/2037		73,523
	112,876	Loan ID 201130	Fixed		4.850	%	12/1/2037		118,520
	115,353	Loan ID 201131	Fixed		8.250	%	5/1/2053		121,120

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	165,629	Loan ID 201132	Fixed		4.250	%	7/1/2037	$	146,104
	191,819	Loan ID 201134	Fixed		3.000	%	10/1/2053		169,735
	51,744	Loan ID 201138	Fixed		4.250	%	3/1/2034		53,631
	157,161	Loan ID 201139	Fixed		3.000	%	11/1/2053		130,299
	145,612	Loan ID 201140	Fixed		4.870	%	1/1/2038		152,893
	83,536	Loan ID 201143	Fixed		3.500	%	11/1/2037		74,688
	127,799	Loan ID 201146	Fixed		4.875	%	8/1/2054		122,899
	106,336	Loan ID 201147	Fixed		4.125	%	11/1/2051		100,781
	91,108	Loan ID 201148	Fixed		3.950	%	10/1/2042		93,521
	312,518	Loan ID 201149	Fixed		5.000	%	5/1/2058		150,247
	91,184	Loan ID 201155	Fixed		3.000	%	11/1/2053		59,293
	62,299	Loan ID 201156	Fixed		5.000	%	4/1/2050		51,229
	282,046	Loan ID 201157	Fixed		4.000	%	3/1/2055		290,489
	197,861	Loan ID 201160	Fixed		4.920	%	10/1/2049		148,734
	371,696	Loan ID 201163	Fixed		4.750	%	12/1/2049		259,396
	160,795	Loan ID 201164	Fixed		4.250	%	11/1/2051		166,707
	105,392	Loan ID 201165	Fixed		4.750	%	1/1/2044		110,662
	420,282	Loan ID 201168	Fixed		3.875	%	4/1/2052		388,914
	101,150	Loan ID 201169	Fixed		5.934	%	9/1/2037		63,485
	61,068	Loan ID 201170	Fixed		4.375	%	7/1/2037		63,789
	104,763	Loan ID 201173	Fixed		4.280	%	11/1/2047		60,738
	140,880	Loan ID 201174	Fixed		4.750	%	1/1/2053		147,924
	130,908	Loan ID 201176	Fixed		4.250	%	8/1/2053		135,777
	294,528	Loan ID 201179	Fixed		4.750	%	5/1/2051		244,756
	279,446	Loan ID 201181	Fixed		4.500	%	4/1/2034		292,088
	129,036	Loan ID 201183	Fixed		3.500	%	10/1/2052		118,609
	60,986	Loan ID 201184	Fixed		4.000	%	6/1/2049		62,697
	250,595	Loan ID 201185	Fixed		6.760	%	10/1/2053		216,309
	78,278	Loan ID 201187	Fixed		4.000	%	11/1/2048		43,908
	602,585	Loan ID 201196	Fixed		4.000	%	11/1/2036		541,078
	180,558	Loan ID 201197	Fixed		6.500	%	4/1/2049		189,586
	322,303	Loan ID 201199	Fixed		5.125	%	11/1/2046		300,664
	431,536	Loan ID 201204	Fixed		3.750	%	4/1/2045		440,776
	142,028	Loan ID 201205	Fixed		4.625	%	1/1/2045		149,130
	124,644	Loan ID 201206	Fixed		3.990	%	4/1/2045		128,513
	407,482	Loan ID 201207	Fixed		4.625	%	8/1/2051		422,548
	110,708	Loan ID 201208	Fixed		4.625	%	4/1/2045		115,984
	172,082	Loan ID 201209	Fixed		4.250	%	4/1/2045		170,911
	122,849	Loan ID 201211	Fixed		4.125	%	7/1/2044		106,344
	359,698	Loan ID 201212	Fixed		4.625	%	10/1/2058		322,709
	190,193	Loan ID 201213	Fixed		4.875	%	8/1/2044		199,049
	517,849	Loan ID 201214	ARM		3.875	%	9/1/2043		405,836
	120,564	Loan ID 201218	Fixed		4.125	%	1/1/2045		123,062
	61,155	Loan ID 201221	Fixed		3.250	%	5/1/2043		64,212
	46,444	Loan ID 201222	Fixed		5.125	%	1/1/2045		48,766
	188,136	Loan ID 201223	Fixed		3.875	%	4/1/2030		195,861
	55,805	Loan ID 201226	Fixed		5.000	%	3/1/2045		58,595
	52,207	Loan ID 201229	Fixed		3.250	%	7/1/2024		52,567
	248,228	Loan ID 201233	Fixed		4.500	%	12/1/2044		216,620
	224,568	Loan ID 201237	Fixed		3.750	%	5/1/2045		229,719

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	152,865	Loan ID 201240	Fixed		4.250	%	10/1/2045	$	102,861
	285,600	Loan ID 201241	Fixed		4.375	%	7/1/2045		298,616
	217,885	Loan ID 201242	Fixed		4.625	%	11/1/2044		228,248
	105,961	Loan ID 201243	Fixed		4.625	%	11/1/2045		111,068
	384,958	Loan ID 201244	Fixed		4.500	%	6/1/2045		402,732
	109,620	Loan ID 201245	Fixed		4.750	%	8/1/2044		115,101
	96,973	Loan ID 201248	Fixed		4.875	%	7/1/2044		101,822
	466,697	Loan ID 201249	Fixed		4.625	%	3/1/2059		472,474
	154,364	Loan ID 201254	ARM		9.000	%	9/1/2034		154,364
	230,339	Loan ID 201255	ARM		9.125	%	6/1/2035		241,855
	17,427	Loan ID 201256	ARM		10.500	%	10/1/2021		18,169
	230,490	Loan ID 201257	Fixed		4.500	%	5/1/2044		240,579
	87,481	Loan ID 201258	Fixed		4.500	%	6/1/2045		81,512
	166,026	Loan ID 201260	Fixed		4.750	%	9/1/2045		174,327
	48,362	Loan ID 201263	Fixed		4.750	%	10/1/2045		46,560
	345,509	Loan ID 201265	Fixed		4.750	%	6/1/2045		362,784
	140,802	Loan ID 201266	Fixed		4.500	%	2/1/2046		146,755
	146,120	Loan ID 201270	Fixed		4.125	%	2/1/2045		151,105
	245,406	Loan ID 201271	Fixed		4.500	%	6/1/2045		226,493
	134,965	Loan ID 201272	Fixed		4.750	%	11/1/2044		141,713
	232,822	Loan ID 201273	Fixed		4.500	%	12/1/2045		242,969
	209,621	Loan ID 201274	Fixed		4.125	%	10/1/2045		216,462
	185,295	Loan ID 201278	Fixed		3.750	%	12/1/2045		186,059
	358,293	Loan ID 201280	Fixed		4.500	%	4/1/2046		373,292
	147,969	Loan ID 201281	Fixed		4.875	%	7/1/2044		155,367
	125,603	Loan ID 201282	Fixed		5.250	%	1/1/2046		131,884
	107,100	Loan ID 201283	Fixed		4.250	%	11/1/2045		110,648
	115,267	Loan ID 201284	Fixed		3.625	%	2/1/2029		118,917
	28,433	Loan ID 201285	Fixed		4.625	%	11/1/2028		29,748
	106,505	Loan ID 201286	Fixed		4.375	%	12/1/2045		111,016
	82,184	Loan ID 201289	Fixed		4.000	%	3/1/2045		84,451
	240,124	Loan ID 201290	Fixed		4.750	%	7/1/2045		252,130
	294,901	Loan ID 201291	Fixed		5.000	%	8/1/2045		309,646
	119,918	Loan ID 201294	Fixed		4.625	%	2/1/2046		125,464
	738,930	Loan ID 201296	Fixed		4.250	%	2/1/2046		764,674
	329,254	Loan ID 201297	Fixed		4.875	%	8/1/2045		345,716
	70,604	Loan ID 201301	Fixed		4.550	%	10/1/2044		73,850
	131,131	Loan ID 201302	Fixed		4.250	%	5/1/2045		136,074
	218,588	Loan ID 201304	Fixed		4.125	%	2/1/2046		225,988
	143,680	Loan ID 201305	Fixed		4.625	%	8/1/2044		150,864
	112,680	Loan ID 201306	Fixed		3.875	%	9/1/2045		116,631
	170,077	Loan ID 201307	Fixed		4.250	%	10/1/2048		176,298
	60,319	Loan ID 201308	Fixed		4.625	%	11/1/2045		63,037
	157,132	Loan ID 201309	Fixed		4.000	%	9/1/2045		159,820
	312,730	Loan ID 201313	Fixed		4.625	%	1/1/2046		326,922
	109,342	Loan ID 201315	Fixed		4.375	%	9/1/2045		113,650
	157,308	Loan ID 201316	Fixed		4.500	%	2/1/2046		136,911
	166,910	Loan ID 201319	Fixed		4.375	%	10/1/2045		171,722
	132,156	Loan ID 201324	Fixed		5.250	%	4/1/2046		138,764

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	171,231	Loan ID 201326	Fixed		4.625	%	3/1/2046	$	178,901
	185,035	Loan ID 201328	Fixed		4.250	%	11/1/2045		109,734
	262,652	Loan ID 201330	Fixed		4.375	%	6/1/2046		273,312
	337,205	Loan ID 201333	Fixed		3.875	%	1/1/2046		344,894
	187,350	Loan ID 201335	Fixed		4.750	%	1/1/2046		196,236
	185,395	Loan ID 201336	Fixed		4.750	%	1/1/2046		163,408
	404,572	Loan ID 201339	Fixed		4.625	%	7/1/2045		388,358
	140,766	Loan ID 201342	Fixed		4.750	%	7/1/2045		147,805
	83,430	Loan ID 201343	Fixed		4.250	%	11/1/2045		86,505
	71,294	Loan ID 201344	Fixed		5.000	%	7/1/2044		74,859
	132,027	Loan ID 201345	Fixed		4.125	%	5/1/2045		134,414
	462,232	Loan ID 201347	Fixed		5.750	%	5/1/2046		485,344
	234,756	Loan ID 201350	Fixed		4.000	%	6/1/2045		137,960
	68,705	Loan ID 201352	Fixed		4.875	%	3/1/2045		72,140
	489,851	Loan ID 201354	Fixed		3.375	%	7/1/2046		510,506
	131,448	Loan ID 201355	Fixed		5.250	%	12/1/2045		138,020
	101,421	Loan ID 201356	Fixed		4.625	%	10/1/2045		106,142
	146,788	Loan ID 201358	Fixed		4.875	%	7/1/2045		139,799
	141,220	Loan ID 201361	Fixed		5.250	%	7/1/2044		148,281
	109,406	Loan ID 201364	Fixed		3.875	%	4/1/2046		110,416
	331,210	Loan ID 201365	Fixed		4.250	%	10/1/2045		342,739
	46,879	Loan ID 201368	Fixed		5.125	%	2/1/2045		49,223
	177,978	Loan ID 201370	Fixed		4.250	%	7/1/2046		167,629
	98,142	Loan ID 201371	Fixed		4.125	%	4/1/2046		100,961
	254,200	Loan ID 201372	Fixed		4.625	%	8/1/2046		254,200
	153,691	Loan ID 201373	Fixed		5.125	%	4/1/2046		161,376
	140,859	Loan ID 201375	Fixed		4.500	%	6/1/2045		147,262
	281,603	Loan ID 201377	Fixed		3.875	%	5/1/2046		295,684
	66,543	Loan ID 201379	Fixed		5.000	%	10/1/2045		69,871
	307,642	Loan ID 201381	Fixed		4.875	%	7/1/2045		323,024
	131,711	Loan ID 201383	Fixed		4.125	%	12/1/2045		138,297
	77,000	Loan ID 201384	Fixed		4.375	%	10/1/2045		80,850
	136,250	Loan ID 201385	Fixed		4.625	%	12/1/2045		143,063
	68,947	Loan ID 201386	Fixed		5.250	%	5/1/2046		72,394
	231,040	Loan ID 201390	Fixed		5.125	%	9/1/2045		242,592
	388,127	Loan ID 201391	Fixed		5.125	%	10/1/2045		407,534
	164,753	Loan ID 201392	Fixed		3.750	%	2/1/2046		150,303
	422,702	Loan ID 201393	Fixed		3.750	%	4/1/2056		443,837
	76,149	Loan ID 201394	Fixed		6.700	%	6/1/2034		79,956
	83,763	Loan ID 201395	Fixed		6.300	%	7/1/2044		79,622
	259,826	Loan ID 201397	Fixed		4.125	%	1/1/2046		268,265
	80,167	Loan ID 201399	Fixed		5.000	%	11/1/2045		84,176
	84,063	Loan ID 201400	Fixed		4.750	%	7/1/2044		88,266
	88,874	Loan ID 201401	Fixed		4.750	%	10/1/2044		93,318
	92,055	Loan ID 201403	Fixed		4.750	%	8/1/2044		80,618
	132,282	Loan ID 201404	Fixed		4.750	%	10/1/2044		116,157
	70,314	Loan ID 201405	Fixed		5.250	%	8/1/2044		73,829
	53,635	Loan ID 201406	Fixed		4.250	%	6/1/2046		55,308
	237,105	Loan ID 201407	Fixed		4.875	%	1/1/2046		248,960
	161,750	Loan ID 201408	Fixed		4.125	%	1/1/2046		167,353

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	160,209	Loan ID 201411	Fixed		4.750	%	12/1/2045	$	168,219
	139,612	Loan ID 201412	Fixed		5.750	%	12/1/2045		136,852
	329,301	Loan ID 201413	Fixed		4.500	%	7/1/2045		308,555
	72,500	Loan ID 201414	Fixed		4.250	%	7/1/2044		75,299
	55,882	Loan ID 201415	Fixed		8.000	%	4/1/2034		58,676
	53,194	Loan ID 201416	Fixed		10.000	%	7/1/2033		55,854
	59,600	Loan ID 201417	Fixed		6.000	%	8/1/2037		62,580
	41,231	Loan ID 201419	Fixed		10.000	%	11/1/2033		43,293
	56,114	Loan ID 201422	Fixed		4.625	%	10/1/2046		58,233
	672,778	Loan ID 201423	ARM		3.875	%	6/1/2045		703,395
	649,231	Loan ID 201425	Fixed		3.875	%	4/1/2046		664,978
	308,221	Loan ID 201426	Fixed		4.875	%	3/1/2044		323,632
	526,411	Loan ID 201428	ARM		3.250	%	4/1/2045		528,584
	192,592	Loan ID 201431	Fixed		4.875	%	5/1/2045		183,326
	275,438	Loan ID 201432	Fixed		5.000	%	8/1/2046		288,589
	96,460	Loan ID 201434	Fixed		4.375	%	6/1/2046		100,147
	88,704	Loan ID 201436	Fixed		4.375	%	5/1/2045		92,544
	127,376	Loan ID 201437	Fixed		4.750	%	5/1/2046		77,009
	176,261	Loan ID 201439	Fixed		5.000	%	12/1/2045		185,074
	312,806	Loan ID 201440	Fixed		4.625	%	7/1/2046		165,342
	98,191	Loan ID 201441	Fixed		4.750	%	10/1/2045		102,652
	293,100	Loan ID 201442	Fixed		4.875	%	12/1/2045		306,201
	541,765	Loan ID 201443	Fixed		3.875	%	8/1/2046		553,664
	50,190	Loan ID 201444	Fixed		4.500	%	11/1/2044		52,401
	97,454	Loan ID 201446	Fixed		4.875	%	1/1/2045		102,327
	247,913	Loan ID 201447	Fixed		4.875	%	10/1/2044		260,309
	91,089	Loan ID 201449	Fixed		4.000	%	8/1/2044		93,866
	219,226	Loan ID 201451	Fixed		4.250	%	6/1/2045		227,734
	184,580	Loan ID 201453	Fixed		5.250	%	9/1/2046		193,639
	184,580	Loan ID 201454	Fixed		5.250	%	9/1/2046		193,734
	181,029	Loan ID 201455	Fixed		4.500	%	5/1/2046		188,701
	204,412	Loan ID 201456	Fixed		4.125	%	7/1/2046		210,810
	230,624	Loan ID 201458	Fixed		3.875	%	9/1/2046		232,267
	154,624	Loan ID 201460	Fixed		4.250	%	7/1/2045		160,536
	264,775	Loan ID 201461	Fixed		4.125	%	12/1/2044		273,020
	464,815	Loan ID 201463	Fixed		4.750	%	11/1/2044		488,056
	293,943	Loan ID 201464	Fixed		4.375	%	6/1/2045		273,569
	99,825	Loan ID 201465	Fixed		5.125	%	12/1/2044		104,816
	269,421	Loan ID 201466	Fixed		4.500	%	12/1/2044		281,510
	45,309	Loan ID 201467	Fixed		5.250	%	3/1/2044		47,575
	275,195	Loan ID 201470	Fixed		4.375	%	10/1/2044		286,766
	220,273	Loan ID 201471	Fixed		4.500	%	1/1/2045		230,239
	146,388	Loan ID 201472	Fixed		4.000	%	11/1/2044		153,708
	300,567	Loan ID 201473	Fixed		4.500	%	2/1/2045		314,819
	91,119	Loan ID 201475	ARM		6.625	%	9/1/2036		71,092
	132,579	Loan ID 201476	ARM		8.500	%	2/1/2037		119,705
	82,787	Loan ID 201477	Fixed		6.750	%	11/1/2036		86,926
	105,148	Loan ID 201478	Fixed		4.625	%	10/1/2045		110,359
	156,292	Loan ID 201480	Fixed		4.250	%	11/1/2045		162,303
	68,244	Loan ID 201481	Fixed		4.375	%	7/1/2046		69,903

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	133,112	Loan ID 201482	Fixed		4.625	%	6/1/2045	$	139,087
	290,778	Loan ID 201483	Fixed		4.125	%	12/1/2045		272,004
	74,831	Loan ID 201484	Fixed		4.500	%	10/1/2046		77,711
	61,693	Loan ID 201485	Fixed		5.750	%	3/1/2038		64,777
	162,562	Loan ID 201487	Fixed		4.625	%	2/1/2052		170,690
	90,259	Loan ID 201489	Fixed		4.750	%	3/1/2046		94,633
	104,980	Loan ID 201490	Fixed		4.750	%	9/1/2045		110,029
	220,234	Loan ID 201491	Fixed		4.250	%	2/1/2046		227,745
	373,986	Loan ID 201492	Fixed		4.625	%	1/1/2047		356,698
	77,612	Loan ID 201499	Fixed		4.750	%	5/1/2045		81,263
	104,784	Loan ID 201502	Fixed		5.250	%	4/1/2044		110,024
	146,213	Loan ID 201503	Fixed		5.000	%	7/1/2046		152,995
	446,696	Loan ID 201504	Fixed		4.500	%	7/1/2045		365,729
	91,312	Loan ID 201505	ARM		5.750	%	9/1/2046		95,745
	300,459	Loan ID 201506	Fixed		5.000	%	2/1/2047		284,587
	218,493	Loan ID 201508	Fixed		5.000	%	2/1/2047		226,548
	231,942	Loan ID 201509	Fixed		5.000	%	12/1/2046		223,616
	78,121	Loan ID 201511	Fixed		4.375	%	1/1/2046		80,926
	122,427	Loan ID 201513	Fixed		4.000	%	1/1/2046		128,549
	135,901	Loan ID 201515	Fixed		5.125	%	4/1/2047		141,963
	136,079	Loan ID 201516	Fixed		3.875	%	4/1/2046		139,394
	317,532	Loan ID 201517	Fixed		4.625	%	6/1/2046		333,095
	402,390	Loan ID 201518	Fixed		4.875	%	1/1/2047		421,945
	93,971	Loan ID 201519	Fixed		4.750	%	9/1/2045		98,669
	79,200	Loan ID 201522	Interest Only		9.750	%	5/1/2018		77,616
	80,299	Loan ID 201523	Fixed		5.125	%	7/1/2045		84,313
	310,185	Loan ID 201525	ARM		7.500	%	9/1/2046		287,032
	152,422	Loan ID 201526	Fixed		5.250	%	9/1/2044		147,348
	363,844	Loan ID 201527	Fixed		4.375	%	7/1/2046		376,050
	488,117	Loan ID 201533	Fixed		4.750	%	5/1/2046		510,375
	43,555	Loan ID 201534	Fixed		4.875	%	5/1/2047		45,216
	327,563	Loan ID 201535	Fixed		4.875	%	8/1/2047		342,601
	466,414	Loan ID 201536	Fixed		3.375	%	4/1/2045		414,583
	162,408	Loan ID 201544	Fixed		3.750	%	9/1/2047		170,528
	269,937	Loan ID 201545	Fixed		4.000	%	9/1/2047		278,862
	55,754	Loan ID 201548	Interest Only		12.000	%	6/1/2019		55,475
	149,500	Loan ID 201549	Interest Only		12.500	%	10/1/2019		147,258
	141,299	Loan ID 201550	Fixed		5.000	%	2/1/2047		148,186
	199,566	Loan ID 201551	Fixed		4.500	%	2/1/2047		146,526
	134,614	Loan ID 201552	Fixed		4.000	%	8/1/2047		138,925
	47,100	Loan ID 201556	Fixed		4.990	%	12/1/2047		47,143
	130,832	Loan ID 201558	Fixed		4.500	%	8/1/2047		137,374
	98,312	Loan ID 201562	Fixed		4.625	%	5/1/2047		103,227
	172,484	Loan ID 201563	Fixed		5.875	%	12/1/2047		177,868
	75,000	Loan ID 201566	Interest Only		11.500	%	2/1/2019		73,876
	109,637	Loan ID 201579	Fixed		4.750	%	12/1/2036		105,258
	488,087	Loan ID 201580	Fixed		7.625	%	4/1/2047		512,491
	85,292	Loan ID 201581	Fixed		4.125	%	10/1/2046		79,653
	87,229	Loan ID 201583	Fixed		5.250	%	8/1/2047		90,294
	46,850	Loan ID 201585	Fixed		5.500	%	3/1/2048		47,584

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	382,834	Loan ID 201586	Fixed		4.625	%	5/1/2047	$	397,570
	314,661	Loan ID 201587	Fixed		4.375	%	1/1/2048		300,670
	329,433	Loan ID 201588	Fixed		5.125	%	2/1/2048		311,191
	64,621	Loan ID 201589	Fixed		5.375	%	6/1/2048		66,629
	138,624	Loan ID 201590	Fixed		5.200	%	5/1/2048		82,507
	314,827	Loan ID 201591	Fixed		5.375	%	8/1/2048		298,866
	75,000	Loan ID 201593	Interest Only		13.500	%	11/1/2019		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
	67,625	Loan ID 201598	Fixed		6.000	%	1/1/2037		63,820
	340,370	Loan ID 201599	Fixed		5.000	%	7/1/2038		265,262
	44,013	Loan ID 201600	Fixed		6.000	%	1/1/2036		17,868
	36,112	Loan ID 201602	Fixed		5.000	%	4/20/2032		37,917
	59,592	Loan ID 201604	Fixed		8.500	%	1/1/2048		48,706
	73,857	Loan ID 201605	Fixed		8.750	%	3/1/2048		77,550
	89,656	Loan ID 201606	Fixed		9.990	%	5/1/2048		92,581
	57,642	Loan ID 201607	Fixed		9.990	%	5/1/2048		51,755
	66,346	Loan ID 201608	Fixed		9.990	%	6/1/2048		69,663
	43,313	Loan ID 201610	Fixed		9.990	%	7/1/2048		45,479
	59,357	Loan ID 201611	Fixed		9.990	%	7/1/2048		62,325
	255,000	Loan ID 201612	Interest Only		12.000	%	10/1/2020		252,450
	193,162	Loan ID 201613	Fixed		4.500	%	9/1/2047		101,212
	33,750	Loan ID 201614	Interest Only		12.000	%	12/1/2019		33,075
	500,079	Loan ID 201615	Fixed		10.500	%	1/1/2021		497,579
	480,788	Loan ID 201616	Interest Only		9.990	%	1/1/2020		478,383
	178,641	Loan ID 201617	Fixed		9.750	%	2/1/2022		176,855
	97,785	Loan ID 201622	Fixed		9.750	%	3/1/2021		96,807
	32,011	Loan ID 201623	Fixed		9.950	%	10/11/2031		33,612
	34,015	Loan ID 201624	Fixed		11.000	%	7/22/2028		33,290
	42,192	Loan ID 201626	Fixed		8.950	%	5/18/2035		44,302
	43,337	Loan ID 201627	Fixed		10.450	%	2/19/2047		45,504
	44,537	Loan ID 201628	Fixed		11.000	%	9/25/2032		44,537
	44,702	Loan ID 201629	Fixed		11.000	%	3/6/2033		46,937
	46,383	Loan ID 201630	Fixed		9.950	%	1/28/2020		47,095
	46,602	Loan ID 201631	Fixed		9.950	%	7/25/2031		48,932
	50,365	Loan ID 201632	Fixed		11.000	%	10/13/2041		52,883
	55,082	Loan ID 201633	Fixed		11.000	%	12/2/2032		57,836
	63,928	Loan ID 201634	Fixed		7.950	%	2/28/2048		67,125
	65,809	Loan ID 201635	Fixed		9.950	%	3/14/2046		69,100
	84,958	Loan ID 201636	Fixed		9.450	%	5/13/2031		89,205
	99,297	Loan ID 201637	Fixed		11.000	%	5/22/2045		104,261
	143,466	Loan ID 201638	Fixed		8.500	%	9/19/2044		150,639
	326,874	Loan ID 201639	Fixed		5.000	%	9/1/2048		337,424
	347,550	Loan ID 201640	Fixed		5.125	%	4/1/2049		308,077
	158,632	Loan ID 201641	Fixed		10.500	%	6/1/2020		162,335
	420,000	Loan ID 201642	Interest Only		13.000	%	4/1/2021		419,777
	285,000	Loan ID 201644	Interest Only		10.000	%	2/1/2021		299,250
	673,000	Loan ID 201645	Fixed		8.000	%	7/1/2020		634,351
	43,788	Loan ID 201647	Fixed		6.000	%	10/1/2031		25,835
	42,749	Loan ID 201648	Fixed		7.150	%	8/14/2030		30,352

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2019

Principal			Loan Type	Interest Rate			Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 97.9%
$	63,865	Loan ID 201649	Fixed		4.800	%	2/20/2030	$	48,218
	39,928	Loan ID 201650	Fixed		7.000	%	11/14/2031		27,950
	50,336	Loan ID 201651	Fixed		7.000	%	12/1/2036		26,175
	249,292	Loan ID 201652	Fixed		5.000	%	10/1/2036		183,230
	201,178	Loan ID 201653	Fixed		4.250	%	6/1/2048		141,830
	448,891	Loan ID 201654	Fixed		4.875	%	7/1/2049		446,647
	149,125	Loan ID 201655	Fixed		7.700	%	1/1/2049		148,379
	127,504	Loan ID 201656	Fixed		4.625	%	6/1/2049		126,229
	248,805	Loan ID 201657	Fixed		5.250	%	11/1/2048		211,484
	419,764	Loan ID 201658	Fixed		5.500	%	9/1/2048		417,665
	270,654	Loan ID 201659	Fixed		4.875	%	5/1/2049		269,301
	155,347	Loan ID 201660	Fixed		5.500	%	2/1/2049		154,570
	86,156	Loan ID 201661	Fixed		5.500	%	8/1/2049		81,848
	132,252	Loan ID 201662	Fixed		5.375	%	9/1/2048		128,615
	430,965	Loan ID 201663	Fixed		4.750	%	10/1/2048		387,868
	130,934,528	TOTAL MORTGAGE NOTES (Cost - $108,000,900)							129,194,075
		OTHER INVESTMENTS* (Cost - $488,519) - 0.3%							440,909
		TOTAL INVESTMENTS (Cost - $108,489,419) - 98.2%						$	129,634,984
		OTHER ASSETS IN EXCESS OF LIABILITIES - 1.8%							2,309,872
		NET ASSETS - 100.0%						$	131,944,856

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

September 30, 2019

Assets:
Investments in Securities at Market Value (identified cost $108,489,419)	$	129,634,984
Cash		2,491,179
Interest Receivable		1,674,413
Receivable for Investment Securities Sold and Principal Paydowns		1,643,460
Prepaid Expenses and Other Assets		415,559
Total Assets		135,859,595
Liabilities:
Line of Credit		2,355,335
Payable for Securities Purchased		550,195
Accrued Extraordinary Expense		684,822
Accrued Advisory Fees		100,490
Related Party Payable		38,088
Accrued Expenses and Other Liabilities		185,809
Total Liabilities		3,914,739
Net Assets	$	131,944,856
Net Assets consisted of:
Paid-in-Capital	$	108,668,945
Accumulated earnings		23,275,911
Net Assets	$	131,944,856
Net Asset Value Per Share
Net Assets	$	131,944,856
Shares of Beneficial Interest Outstanding (no par value)		10,380,003
Net Asset Value (Net Assets/Shares Outstanding)	$	12.71

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

Vertical Capital Income Fund

STATEMENT OF OPERATIONS

For the Year Ended September 30, 2019

Investment Income:
Interest Income	$	7,512,538
Total Investment Income		7,512,538
Expenses:
Investment Advisory Fees		1,607,261
Distribution Fees:
Class C *		392
Contested Proxy Expense		684,822
Interest Expense		415,608
Security Servicing Fees		374,784
Fund Reorganization Expense		323,027
Printing Expense		196,679
Transfer Agent Fees		194,323
Line of Credit Fees		181,295
Audit Fees		179,746
Administration Fees		136,208
Trustees’ Fees		123,767
Insurance Expense		109,550
Shareholder Servicing Fee		107,474
Legal Fees		106,761
Security Pricing Expense		72,910
Chief Compliance Officer Fees		62,152
Fund Accounting Fees		51,806
Custody Fees		50,039
Registration & Filing Fees		34,367
Miscellaneous Expenses		27,398
Total Expenses		5,040,369
Less: Expenses Waived by Adviser		(692,741	)
Net Expenses		4,347,628
Net Investment Income		3,164,910
Net Realized and Unrealized Gain on Investments:
Net Realized Gain from:
Investments		1,926,569
Net Change in Unrealized Appreciation on:
Investments		5,629,734
Net Realized and Unrealized Gain on Investments		7,556,303
Net Increase in Net Assets Resulting From Operations	$	10,721,213

* Prior to listing on the NYSE, the Fund discontinued share class structure.

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

Vertical Capital Income Fund

STATEMENT OF CHANGES IN NET ASSETS

	For the Year			For the Year
	Ended			Ended
	September 30, 2019 (b)			September 30, 2018 (a)
Operations:
Net Investment Income	$	3,164,910		$	5,273,668
Net Realized Gain from Investments		1,926,569			2,218,536
Net Change in Unrealized Appreciation/(Depreciation) on Investments		5,629,734			(1,465,814	)
Net Increase in Net Assets Resulting From Operations		10,721,213			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 ***		(5,747,639	)		—
Class C ***		(2,747	)		—
Total Distributions to Shareholders		(5,750,386	)		(7,404,431	)
Beneficial Interest Transactions:
Proceeds from Shares Issued:
Class A ***		456,022			5,704,246
Class C ***		—			100,013
Class I ***		—			13
Class L ***		—			13
Distributions Reinvested:
Class A ***		2,361,676			3,740,905
Class C ***		2,747			760
Cost of Shares Redeemed:
Class A ***		(13,501,460	)		(31,037,285	)
Class C ***		(105,641	)		—
Class I ***		—			(13	)
Class L ***		—			(13	)
Net Decrease in Net Assets from Beneficial Interest Transactions		(10,786,656	)		(21,491,361	)
Total Decrease in Net Assets		(5,815,829	)		(22,869,402	)
Net Assets:
Beginning of Year		137,760,685			160,630,087
End of Year **	$	131,944,856		$	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.

(b) Class C closed on April 2, 2019.

* Distributions from net investment income and net realized capital gains are combined for the year ended September 30, 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.

*** Prior to listing on the NYSE, the Fund discontinued share class structure.

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

Vertical Capital Income Fund

STATEMENT OF CHANGES IN NET ASSETS (Continued)

	For the Year			For the Year
	Ended			Ended
	September 30, 2019 (b)			September 30, 2018 (a)
Share Activity
Class A (c):
Shares Sold		37,357			448,705
Shares Reinvested		195,274			301,825
Shares Redeemed		(1,110,358	)		(2,510,899	)
Net Decrease in Shares of Beneficial Interest Outstanding		(877,727	)		(1,760,369	)
Class C (c):
Shares Sold		—			8,145
Shares Reinvested		225			61
Shares Redeemed		(8,431	)		—
Net Increase/(Decrease) in Shares of Beneficial Interest Outstanding		(8,206	)		8,206
Class I (c):
Shares Sold		—			1
Shares Redeemed		—			(1	)
Net Increase in Shares of Beneficial Interest Outstanding		—			0
Class L (c):
Shares Sold		—			1
Shares Redeemed		—			(1	)
Net Increase in Shares of Beneficial Interest Outstanding		—			0

(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.

(b) 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.

(c) Prior to listing on the NYSE, the Fund discontinued share class structure.

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

Vertical Capital Income Fund

Statement of Cash Flows

For the Year Ended September 30, 2019

Decrease in Cash
Cash Flows Provided by (Used for) Operating Activities:
Net Increase in Net Assets Resulting from Operations	$	10,721,213
Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to Net Cash Provided by Operating Activities:
Purchases of Long-Term Portfolio Investments		(9,287,427	)
Proceeds from Sale of Long-Term Portfolio Investments and Principal Paydowns		21,605,416
Proceeds from Short-Term Portfolio Investments, Net Decrease in Interest Receivable		377,906
Increase in Receivable for Investment Securities Sold and Principal Paydowns		(852,212	)
Decrease in Prepaid Expenses and Other Assets		72,838
Increase in Payable for Securities Purchased		518,054
Increase in Accrued Advisory Fees		90,971
Increase in Accrued Extraordinary Fees		684,822
Decrease in Distribution Fees Payable		(63	)
Decrease in Related Party Payable		(10,723	)
Decrease in Accrued Expenses and Other Liabilities		(31,090	)
Amortization of Deferred Financing Fees		191,294
Net Amortization on Investments		(465,400	)
Net Realized Gain on Investments		(1,926,569	)
Change in Unrealized Appreciation on Investments		(5,629,734	)
Net Cash Provided by Operating Activities		16,059,296
Cash Flows Provided by (Used for) Financing Activities:
Proceeds from Sale of Shares		461,276
Redemption of Shares		(13,607,101	)
Dividends Paid to Shareholders, Net of Reinvestments		(3,385,963	)
Payments on Line of Credit		(9,500,000	)
Proceeds from Line of Credit		5,000,000
Net Cash Used for Financing Activities		(21,031,788	)
Net Decrease in Cash		(4,972,492	)
Cash at Beginning of Year		7,463,671
Cash at End of Year	$	2,491,179

Supplemental disclosure of Cash Flow Information:

Non-Cash Financing Activities Included Reinvestment of Distributions During the Fiscal Year of $2,364,423.

Cash Paid for Interest of $414,483.

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

Vertical Capital Income Fund

Financial Highlights

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

	Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	September 30, 2019			September 30, 2018			September 30, 2017			September 30, 2016			September 30, 2015
Net Asset Value, Beginning of Year	$	12.23		$	12.34		$	12.49		$	11.53		$	11.04
From Operations:
Net investment income (a)		0.30			0.43			0.39			0.36			0.41
Net gain (loss) from investments (both realized and unrealized)		0.72			0.06			(0.04	) (b)		1.33			0.56
Total from operations		1.02			0.49			0.35			1.69			0.97
Distributions to shareholders from:
Net investment income		(0.34	)		(0.39	)		(0.40	)		(0.38	)		(0.44	)
Net realized gains		(0.20	)		(0.21	)		(0.10	)		(0.35	)		(0.04	)
Total distributions		(0.54	)		(0.60	)		(0.50	)		(0.73	)		(0.48	)
Net Asset Value, End of Year	$	12.71		$	12.23		$	12.34		$	12.49		$	11.53
Market Price, End of Year	$	10.68			N/A			N/A			N/A			N/A
Total Return-NAV (c)		8.62	%		4.03	%		2.81	%		15.10	%		8.86	%
Total Return-Market Price (c)		-8.73	%		NA			NA			NA			NA
Ratios/Supplemental Data
Net assets, end of period (in 000’s)	$	131,945		$	137,659		$	160,630		$	182,008		$	160,382
Ratio of gross expenses to average net assets (d)		3.87	% (f)		3.03	% (e)		2.74	% (e)		2.95	% (e)		2.67	% (e)
Ratio of net expenses to average net assets (d)		3.34	% (f)		2.09	% (e)		2.04	% (e)		2.26	% (e)		2.33	% (e)
Ratio of net investment income to average net assets (d)		2.43	% (f)		3.52	% (e)		3.24	% (e)		2.98	% (e)		3.54	% (e)
Portfolio turnover rate		7.12	%		5.11	%		17.69	%		13.72	%		2.58	%
Loan Outstanding, End of Period (000s)	$	2,355		$	6,664		$	—		$	—		$	13,522
Asset Coverage Ratio for Loan Outstanding (g)		5702	%		2167	%		0	%		0	%		1286	%
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding (g)	$	53,778		$	20,680		$	—		$	—		$	12,672
Weighted Average Loans Outstanding (000s) (h)	$	7,500		$	4,500		$	14,368		$	12,330		$	12,372
Weighted Average Interest Rate on Loans Outstanding		5.14	%		4.69	%		3.88	%		3.41	%		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% and 0.27% for the years ended September 30, 2019, 2018, 2017, 2016, and 2015, 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) Ratio includes 0.77% for the year ended September 30, 2019 that attributed to reorganization expenses.

(g) 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.

(h) Based on monthly weighted average.

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

Vertical Capital Income Fund

Notes to Financial Statements

September 30, 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. During part of 2019, 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 and closed on April 2, 2019. 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 (the “Advisor”), served as the Fund’s investment adviser until September 11, 2019 and resumed September 30, 2019.

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 Standards Update 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 an as needed 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 its 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 monthly 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 (Continued)

September 30, 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 Fund’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 monthly 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 (Continued)

September 30, 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 September 30, 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 September 30, 2019 for the Fund’s assets measured at fair value:

Assets	Level 1		Level 2		Level 3		Total
Mortgage Notes	$	—	$	—	$	129,194,075	$	129,194,075
Other Investments		—		—		440,909		440,909
Total	$	—	$	—	$	129,634,984	$	129,634,984

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)		1,926,569			—			1,926,569
Change in unrealized appreciation		5,629,734			—			5,629,734
Cost of purchases		9,287,427			—			9,287,427
Proceeds from sales and principal paydowns		(21,444,316	)		(161,100	)		(21,605,416	)
Purchase discount amortization		465,400			—			465,400
Net Transfers within level 3		(440,909	)		440,909			—
Ending balance	$	129,194,075		$	440,909		$	129,634,984

The total change in unrealized appreciation included in the Statement of Operations attributable to Level 3 investments still held at September 30, 2019 is $7,044,196.

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2019

The following table provides quantitative information about the Fund’s Level 3 values, as well as its inputs, as of September 30, 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
Mortgage Notes	$	129,194,075	Comprehensive pricing model with emphasis on discounted cash flows	Constant prepayment rate	0-72.9%	14.9%
				Deliquency	0-606 days	15 days
				Loan-to-Value	4-510%	81.4%
				Discount Rate	0.1-24.0%	4.0%
				Sales prices	$74.04 sq/ft	$74.04 sq/ft
Other Investments		440,909	Market comparable
Closing Balance	$	129,634,984

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 - Investment Security	Impact to Value if Input Increases	Impact to Value if 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 17, 2020 and has one one-year extension available. The Nexbank agreement is secured by assets of the Fund.

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2019

During the year ended September 30, 2019 the Fund incurred deferred financing fees of $0. Accumulated amortization of deferred financing fees was $227,321 as of September 30, 2019. The average amount of borrowing outstanding for the period was $7,500,000 and the total interest expense was $415,608. The outstanding balance under the Nexbank line of credit was $2,500,000 at September 30, 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 year ended September 30, 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 September 30, 2019.

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 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 year ended September 30, 2019 the Advisor earned advisory fees of $1,607,261. Effective September 11, 2019 the Advisory Agreement expired. Beginning September 12, 2019, the Fund accrued expenses to pay essential personnel and services expenses of $103,142 per month. On September 30, 2019, the Advisory Agreement was reinstated and the preceding sentence no longer applied.

The Advisor had 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 year ended September 30, 2019, the Advisor waived advisory fees of $692,741. Expenses subject to recapture by the Advisor amounted to $1,196,051 that will expire on September 30, 2020, and $1,409,845 that will expire on September 30, 2021, and $692,741 that will expire on September 30, 2022. Effective September 30, 2019, and through at least September 30, 2020, 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. 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.

Distributor– The distributor of the Fund was Northern Lights Distributors, LLC (the “Distributor”) until May 30, 2019. The Board of Trustees of the Fund has adopted, on behalf of the Fund, a Shareholder Servicing Plan (“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 year ended September 30, 2019, the Fund incurred shareholder servicing fees of $107,474.

The Fund, with respect to its Class C shares, was 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 included marketing and other activities to support the distribution of the Class C shares. The Plan operated 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 complied with the terms of Rule 12b-1 as a condition of an exemptive order under the 1940 Act which permited it to have asset based distribution fees. Under the Distribution Plan, the Fund paid 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 $392 for Class C during the year ended September 30, 2019.

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 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 and fund accounting services to the Fund. Pursuant to a separate servicing agreement with GFS, the Fund pays GFS customary fees for providing administration and fund accounting services to the Fund. Certain officers of the Fund are also officers of GFS, and are not paid any fees directly by the Fund for serving in such capacities. For the year ended September 30, 2019 GFS earned $356,848.

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 year ended September 30, 2019 NLCS earned $62,152.

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 year ended September 30, 2019 Blu Giant earned $44,801.

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 year ended September 30, 2019 amounted to $9,287,427 and $21,605,416 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

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2019

During the year ended September 30, 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 that repurchase offer were as follows:

	Repurchase Offer #1			Repurchase Offer #2
Commencement Date		09/20/18			12/20/18
Repurchase Request Deadline		10/22/18			01/23/19
Repurchase Pricing Date		10/22/18			01/23/19
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 $108,489,419 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	22,169,159
Unrealized depreciation		(1,023,594	)
Net unrealized appreciation	$	21,145,565

The tax character of distributions paid during the fiscal years ended September 30, 2019 and September 30, 2018 was as follows:

	Fiscal Year Ended		Fiscal Year Ended
	September 30, 2019		September 30, 2018
Ordinary Income	$	3,688,381	$	5,580,553
Long-Term Capital Gain		2,062,005		1,823,878
	$	5,750,386	$	7,404,431

As of September 30, 2019, 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)
$	328,440	$	1,801,906	$	—	$	—	$	—	$	21,145,565	$	23,275,911

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 (Continued)

September 30, 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, 2019 as follows:

Paid
In		Accumulated
Capital		Earnings
$	(323,663)	$	323,663

8. NEW ACCOUNTING PRONOUNCEMENTS

In August 2018, FASB issued ASU No. 2018-13, which changed certain fair value measurement disclosure requirements. The ASU, in addition to other modifications and additions, removed 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.

In August 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements under Regulation S-X to conform to US GAAP, including: (i) an amendment to require presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities; and (ii) an amendment to require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, on the Statement of Changes in Net Assets. The amendments also removed the requirement for parenthetical disclosure of undistributed net investment income on the Statement of Changes in Net Assets.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.

 

GRANT THORNTON LLP

1717 Main Street, Suite 1800

Dallas, TX 75201

D +1 214 561 2300

F +1 214 561 2370

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Trustees and Shareholders

Vertical Capital Income Fund

Opinion on the financial statements

We have audited the accompanying statement of assets and liabilities of Vertical Capital Income Fund (the “Fund”), including the portfolio of investments, as of September 30, 2019, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the related notes (collectively referred to as the “financial statements”) and the financial highlights for each of the three years in the period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2019, the results of its operations and its cash flows for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial highlights for each of the years in the two-period ended September 30, 2016 of Vertical Capital Income Fund were audited by other auditors whose report thereon dated March 21, 2017 expressed an unqualified opinion on those statements.

Basis for opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the

GT.COM Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.

 

effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2019 by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2017.

Dallas, Texas

November 27, 2019

Supplemental Information (Unaudited)

Approval of Investment Advisory Agreement

Evaluation of New Advisory Agreement by the Board of Trustees

The New Advisory Agreement was approved by a majority of the Board, including the Independent Trustees, at an in person meeting held on May 20, 2019. The Board reviewed the materials provided by the Adviser in advance of the meeting. The Trustees were assisted by independent legal counsel throughout the New Advisory Agreement review process. The Board relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the New Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the New Advisory Agreement.

Nature, Extent and Quality of Services. The Trustees discussed the Adviser’s history and portfolio management experience. They noted that the Adviser and its affiliates served a variety of clients, and managed approximately $479 million in assets. The Trustees reviewed the background and experience of the Adviser’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 assistance with portfolio valuation as well as increased resources devoted to compliance. After further discussion, the Trustees concluded that they are satisfied with the Adviser’s service. They also observed that the Adviser’s financial condition is satisfactory based on a representation form the Adviser that it has access to additional capital. They noted the Adviser’s representation that the day-to-day management of the Adviser is not changing and believed the Adviser 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 majority of the period 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 entirely useful from a performance standpoint because of the Fund’s novel strategy. The Fund’s strategy is novel when compared to other interval funds because the Fund’s portfolio is composed solely of individual mortgage notes. While some other interval funds may include real estate related securities in their portfolios, none follow a strategy as focused as the Fund’s. The Adviser focuses on two applicable indices: the Bloomberg Barclays Capital MBS Index and the Bloomberg Barclays US Aggregate Bond Index. The Trustees noted that the Fund outperformed the indices over one, three, five and since inception periods ended April 30, 2019. They further considered that the assets acquired by the Fund since the appointment of the Adviser have also outperformed the assets that were in the Fund’s portfolio when the Adviser took over in 2015. The Trustees agreed that the Adviser continues to deliver positive, acceptable returns consistent with the Fund’s objective.

Fees and Expenses. The Trustees noted that the Adviser charges an advisory fee of 1.25% and that the Fund had a net expense ratio of 2.50% as of the February 2019 prospectus and a more recent

Supplemental Information (Unaudited)(Continued)

estimated net expense ratio of 2.57%, based on the draft March 31, 2019, semi-annual report. The Trustees reviewed average fees for two peer groups: (i) closed-end exchange traded real estate and mortgage related 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. They also noted that, while above the exchange traded fund peer group average of 1.21%, the Fund’s advisory fee was significantly below the 1.76% upper end of the range of advisory fees of the exchange traded peer group. The Trustees also observed that Fund’s net expense ratio was above the 1.99% average of the interval fund peer group and above the 2.32% average of the exchange traded fund peer group. They further observed that while Fund expenses were above average, they were below the 2.82% upper end of the interval fund peer group and below the 3.41% upper end of the exchange traded fund peer group. The Trustees concluded that the advisory fee and Fund expenses were not unreasonable. The Trustees noted that the Adviser had agreed to an Expense Limitation Agreement, whereby the Adviser would waive its fees and pay or absorb the ordinary operating expenses of the Fund (including offering expenses, but excluding interest, brokerage commissions, extraordinary expenses and acquired fund fees and expenses) to the extent that they exceed 2.25%.

Profitability. The Trustees reviewed a profitability analysis provided by the Adviser, and discussed the Adviser’s estimated lack of profitability in connection with its projected relationship with the Fund. The Trustees considered that the Adviser did not earn a profit through its relationship with the Fund and as such, excessive profit was 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 had explained to the Trustees that economies of scale were difficult to achieve given the labor intensive mortgage note selection process. The Trustees agreed and further noted that discontinued interval status may provide some management efficiencies in the future because the Adviser no longer has to manage the portfolio to provide quarterly liquidity to facilitate share repurchase offers. The Trustees and the Adviser agreed to reevaluate the issue at the next renewal.

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

Supplemental Information (Unaudited)(Continued)

Dividend Reinvestment Plan

Unless the registered owner of shares elects to receive cash by contacting the Plan Agent, all dividends declared for the shares of the Fund will be automatically paid in the form of, or reinvested by American Stock Transfer & Trust Company (“AST”) (the “Plan Agent”), agent for shareholders in administering the Fund’s Dividend Reinvestment Plan (the “Plan”), in additional shares of the Fund. If you are a registered owner of shares and elect not to participate in the Plan, you will receive all dividends or other distributions (together, a “dividend”) in cash paid by check mailed directly to you (or, if the shares are held in street or other nominee name, then to such nominee) by AST, as dividend disbursing agent. You may elect not to participate in the Plan and to receive all dividends in cash by sending written instructions or by contacting AST, as dividend disbursing agent, at the address set forth below. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by contacting the Plan Agent before the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend. Some brokers or other financial intermediaries through which shareholders may hold their shares, may automatically elect to receive cash on the shareholders’ behalf and may reinvest that cash in additional shares of the Fund for the respective shareholders.

The Plan Agent will open an account for each shareholder under the Plan in the same name in which such shareholder’s shares are registered. Whenever the Fund declares a dividend payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in shares. The shares will be acquired by the Plan Agent for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized shares from the Fund (“newly issued shares”) or (ii) by purchase of outstanding shares on the open market (“open-market purchases”) on the New York Stock Exchange or elsewhere.

Whenever the Fund declares a dividend, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in shares. The shares will be acquired by the Plan Agent for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized shares from the Fund (newly issued shares) or (ii) by purchase of outstanding shares on the open market (open-market purchases”) on the NYSE or elsewhere. If, on the payment date for any dividend, the closing market price plus estimated brokerage commissions per share is equal to or greater than the NAV per share, the Plan Agent will invest the dividend amount in newly issued shares on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the Fund’s NAV per share on the payment date. If, on the payment date for any dividend, the NAV per share is greater than the closing market value plus estimated brokerage commissions (i.e., the Fund’s shares are trading at a discount), the Plan Agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases.

In the event of a market discount on the payment date for any dividend, the Plan Agent will have until the last business day before the next date on which the shares trade on an “ex -dividend” basis or 30 days after the payment date for such dividend, whichever is sooner (the “last purchase date”), to invest the dividend amount in shares acquired in open-market purchases. It is contemplated that

Supplemental Information (Unaudited)(Continued)

the Fund will pay monthly income dividends. If, before the Plan Agent has completed its open-market purchases, the market price per share exceeds the NAV per share, the average per share purchase price paid by the Plan Agent may exceed the NAV of the shares, resulting in the acquisition of fewer shares than if the dividend had been paid in newly issued shares on the dividend payment date. Because of the foregoing difficulty with respect to open-market purchases, the Plan provides that if the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent may cease making open-market purchases and may invest the uninvested portion of the dividend amount in newly issued shares at the NAV per share.

The Plan Agent maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. shares in the account of each Plan participant will be held by the Plan Agent on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.

In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Plan.

There will be no brokerage charges with respect to shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with open-market purchases. The automatic reinvestment of dividends will not relieve participants of any tax that may be payable (or required to be withheld) on such dividends. Accordingly, any taxable dividend received by a participant that is reinvested in additional shares will be subject to U.S. federal (and possibly state and local) income tax even though such participant will not receive a corresponding amount of cash with which to pay such taxes. Participants who request a sale of shares through the Plan Agent are subject to a $15.00 sales fee and pay a brokerage commission of $0.12 per share sold.

The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.

All correspondence concerning the Plan should be directed to the Plan Agent at American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219; telephone 1-866-277-8243.

Supplemental Information (Unaudited)(Continued)

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.

FOR: 5,189,642.764
AGAINST: 275,353.549
ABSTAIN: 225,833.520

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 Monday, September 30, 2019, shareholders of record as of the close of business on June 20, 2019 voted to approve the following proposal:

Proposal: To approve a new investment Advisory Agreement between the Fund and Behringer Advisors, LLC.

FOR: 4,455,412
AGAINST: 729,484
ABSTAIN: 435,463

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 Monday, September 30, 2019, shareholders of record as of the close of business on June 20, 2019 voted to approve the following proposal:

Proposal: To re-elect Robert Boulware as a Trustee of the Fund.

FOR: 4,625,747
WITHHELD: 992,481

Vertical Capital Income Fund

Supplemental Information

September 30, 2019 (Unaudited)

Independent Trustees

Name, Address and Age (Year of Birth)	Position/Term of Office*	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex** Overseen by Trustee	Other Directorships held by Trustee
Robert J. Boulware 1956	Trustee since August 2011, Class I Board member until 2022 annual shareholder meeting	Managing Director, Pilgrim Funds, LLC (private equity fund), Sept. 2006 to present.	1	Trustee, Brighthouse Funds Trust I (45 portfolios), March 2008 to present; Trustee, Brighthouse Funds Trust II (29 portfolios), April 2012 to present; Director, Gainsco Inc. (auto insurance) May 2005 to present; SharesPost 100 Fund, March 2013 to present.
Mark J. Schlafly 1961	Trustee since August 2011, Class II Board member until 2020 annual shareholder meeting	Adjunct Professor/Career Advisor, Olin School of Business, Washington University, August 2011 to present; Executive Vice President , Waddell & Reed, Inc. (financial services firm), June 2016 to Aug 2017; Managing Director, Russell Investments, June 2013 to Dec. 2014.	1	None
T. Neil Bathon 1961	Trustee since August 2011, Class III Board member until 2021 annual shareholder meeting	Managing Partner, FUSE Research Network, LLC, Aug. 2008 to present; Managing Director, PMR Associates LLC, July 2006 to Present.	1	BNY Mellon Charitable Gift Fund, June 2013 to present.

Vertical Capital Income Fund

Supplemental Information (Continued)

September 30, 2019 (Unaudited)

Interested Trustee, Officers

Name, Address and Age (Year of Birth)	Position/Term of Office*	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships held by Trustee
Robert J. Chapman *** 1947	Trustee, since August 2015, Class III Board member until 2021 annual shareholder meeting	Executive Vice President, Oakline Advisors, LLC (investment adviser), a position held since July 2015. Executive Vice President, Stratera Holdings, LLC (financial services holding company) a position held since 2007.	1	None
Michael D. Cohen 1974	President, since July 2015	Chief Executive Officer Stratera Holdings, LLC, (financial services holding company), a position held since Oct. 2016; President of Stratera Holdings, LLC, a position held since April 2015; Executive Vice President, Stratera Holdings, LLC, Jan. 2013 to Apr. 2015. Chief Executive Officer Stratera Services, LLC, a position held since Oct. 2016; President of Stratera Services, LLC, Apr. 2015 to present; Executive Vice President, of Stratera Services, LLC Jan. 2011 to Apr. 2015. Executive Vice President of Pathway Capital Opportunity Fund Management, LLC, Aug. 2014 to present. Executive Vice President, Pathway Capital Opportunity Fund, Inc., Feb. 2013 to Feb. 2019. Director, Behringer Harvard Opportunity REIT I, Inc., July 2014 to Aug. 2018. Director, Behringer Harvard Opportunity REIT II, Inc., Feb. 2013 to Sept. 2017. Member of Board of Managers, Priority Senior Secured Income Management, LLC, Oct. 2012 to present. Executive Vice  President of Priority Income Fund, Inc., July 2012 to present.	n/a	n/a
Lisa Ross **** 1963	Treasurer since August 2018	Chief Financial Officer, Stratera Holdings, LLC (financial services holding company), May 2017 to present; Senior Vice President Accounting, Stratera Holdings, LLC, October 2013 to May 2017; Chief Financial Officer, Behringer Harvard Opportunity REIT I, Inc.(a public real estate investment trust), October 2014 to June 2017; Chief Accounting Officer, Behringer Harvard Opportunity REIT I, Inc., January 2012 to October 2014.	n/a	n/a
Stanton P. Eigenbrodt 1965	Secretary since July 2015	Executive Vice President of Oakline Advisors, a position held since July 2015. Chief Legal Officer of Stratera Holdings, LLC (financial services holding company) a position held since Sept. 2015; Executive Vice President and General Counsel (2011-2015); Senior Vice President and General Counsel (2006-2011). Similar positions held at subsidiaries of Stratera Holdings, LLC.	n/a	n/a
Emile R. Molineaux 1962	Chief Compliance Officer and Anti- Money Laundering Officer since August 2011	Northern Lights Compliance Services, LLC (Secretary since 2003 and Senior Compliance Officer since 2011); General Counsel, CCO and Senior Vice President, Gemini Fund Services, LLC; Secretary and CCO, Northern Lights Compliance Services, LLC (2003-2011).	n/a	n/a

* The term of office for each Trustee and officer listed above will serve subject to annual reappointment.

** The term “Fund Complex” refers to the Vertical Capital Income Fund.

*** Mr. Chapman is an interested Trustee because he is also an officer of the Fund’s investment adviser.

**** As of October 25, 2019 Mr. Chapman replaced Ms. Ross as Treasurer.

The Fund’s Statement of Additional Information includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-866-277-VCIF.

Effective upon the approval for listing of Fund shares on the NYSE on May 23, 2019, the Board of Trustees adopted a classified structure. The minimum number of Trustees shall be three and the Trustees shall be elected in three classes. The Trustees shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of Trustees constituting the entire Board. Within the limits above specified, the number of the Trustees in each class shall be determined by resolution of the Board. The term of office of the first class shall expire on the date of the first annual meeting of Shareholders or special meeting in lieu thereof following the effective date of listing on the NYSE. The term of the second class shall expire on the date of the second annual meeting of Shareholders or special meeting in lieu thereof following the effective date of listing on the NYSE. The term of the third class shall expire on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following the effective date of listing on the NYSE. Upon expiration of the term of office of each class as set forth above, the number of Trustees in such class, as determined by the Board, shall be elected for a three-year term expiring on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following such expiration to succeed the Trustees whose terms of office expire. The Trustees shall be elected at an annual meeting of the Shareholders or special meeting in lieu thereof called for that purpose. The Classification of the Board could have the effect of limiting the ability of other entities or persons to acquire control of the Fund or to change the composition of the Board of Trustees, and could have the effect of depriving the Fund’s shareholders of an opportunity to sell their shares at a premium over prevailing market prices, if any, by discouraging a third party from seeking to obtain control of the Fund. These provisions may have the effect of discouraging attempts to acquire control of the Fund, which attempts could have the effect of increasing the expenses of the Fund and interfering with the normal operation 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.

(a)       As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(b)        For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3)        Compliance with applicable governmental laws, rules, and regulations;

(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)        Accountability for adherence to the code.

(c)        Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

(d)        Waivers: During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that the registrant does not have an audit committee financial expert serving on its audit committee.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees

RegistrantAdvisor

FYE 09/30/19    $167,000    N/A

FYE 09/30/18    $159,000    N/A

(b) Audit-Related Fees

RegistrantAdvisor

FYE 09/30/19        $0           N/A

FYE 09/30/18        $0           N/A

(c) Tax Fees

RegistrantAdvisor

FYE 09/30/19       $0          N/A

FYE 09/30/18       $0          N/A

Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.

(d) All Other Fees

RegistrantAdvisor

FYE 09/30/19         $0           N/A

FYE 09/30/18         $0           N/A

(e) (1)Audit Committee’s Pre-Approval Policies

The registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant. The registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee.

(2) Percentages of Services Approved by the Audit Committee

RegistrantAdvisor

Audit-Related Fees:                   N/A        N/A

Tax Fees:                                      N/A      N/A

All Other Fees:                            N/A        N/A

(f) During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

RegistrantAdvisor

FYE 09/30/2019          $0            N/A

FYE 09/30/2018          $0            N/A

(h)        The registrant's audit committee has considered whether the provision of non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.

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.

Pursuant to the adoption by the Securities and Exchange Commission (the “Commission”) of Rule 206(4)-6 (17 CFR 275.206(4)-6) and amendments to Rule 204-2 (17 CFR 275.204-2) under the Investment Adviser Act of 1940 (the “Act”), it is a fraudulent, deceptive, or manipulative act, practice or course of business, within the meaning of Section 206(4) of the Act, for an investment adviser to exercise voting authority with respect to client securities, unless (i) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interests of its clients, (ii) the adviser describes its proxy voting procedures to its clients and provides copies on request, and (iii) the adviser discloses to clients how they may obtain information on how the adviser voted their proxies.

In order to fulfill its responsibilities under the Act, Oakline Advisors, LLC (hereinafter, “we” or “our”) has adopted the following policies and procedures for proxy voting with regard to direct investments in companies held in investment portfolios of our clients.

KEY OBJECTIVES

The key objectives of these policies and procedures recognize that a company’s management is entrusted with the day-to-day operations and longer term strategic planning of the company, subject to the oversight of the company’s board of directors. While “ordinary business matters” are primarily the responsibility of management and should be approved solely by the corporation’s board of directors, these objectives also recognize that the company’s shareholders must have final say over how management and directors are performing, and how shareholders’ rights and ownership interests are handled, especially when matters could have substantial economic implications to the shareholders.

Therefore, we will pay particular attention to the following matters in exercising our proxy voting responsibilities as a fiduciary for our clients:

Accountability. Each company should have effective means in place to hold those entrusted with running a company’s business accountable for their actions. Management of a company should be accountable to its board of directors and the board should be accountable to shareholders.

Alignment of Management and Shareholder Interests. Each company should endeavor to align the interests of management and the board of directors with the interests of the company’s shareholders. For example, we generally believe that compensation should be designed to reward management for doing a good job of creating value for the shareholders of the company.

Transparency. Promotion of timely disclosure of important information about a company’s business operations and financial performance enables investors to evaluate the performance of a company and to make informed decisions about the purchase and sale of a company’s securities.

DECISION METHODS

We generally believe that portfolio managers that invest in and track particular companies have a unique perspective to make decisions with regard to proxy votes. Therefore, we rely on that perspective to make the final decisions on how to cast proxy votes.

No set of proxy voting guidelines can anticipate all situations that may arise. In special cases, we may seek insight and expertise from outside sources as to how a particular proxy proposal will impact the financial prospects of a company, and vote accordingly.

In some instances, a proxy vote may present a conflict between the interests of a client, on the one hand, and our interests or the interests of a person affiliated with us, on the other. In such a case, we will abstain from making a voting decision and will forward all of the necessary proxy voting materials to the client to enable the client to cast the votes.

SUMMARY OF PROXY VOTING GUIDELINES

Election of the Board of Directors

We believe that good corporate governance generally starts with a board composed primarily of independent directors, unfettered by significant ties to management, all of whose members are elected annually. We also believe that some measure of turnover in board composition typically promotes more independent board action and fresh perspectives on governance. Of greater importance is the skill set of the proposed board member. We will also look at the backgrounds of the directors to gauge their business acumen and any special talent or experience that may add value to their participation on the board.

The election of a company’s board of directors is one of the most fundamental rights held by shareholders. Because a classified board structure prevents shareholders from electing a full slate of directors annually, we will pay special attention to efforts to declassify boards or other measures that permit shareholders to remove a majority of directors at any time.

Approval of Independent Auditors

We believe that the relationship between a company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related activities that do not raise an appearance of impaired independence.

We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with a company to determine whether we believe independence has been, or could be, compromised.

Equity-based compensation plans

We believe that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of directors, management, and employees by providing incentives to increase shareholder value. Conversely, we are opposed to plans that substantially dilute ownership interests in the company, provide participants with excessive awards, or have inherently objectionable structural features.

We will generally support measures intended to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees. These may include:

1.       Requiring senior executives to hold stock in a company.

2.       Requiring stock acquired through option exercise to be held for a certain period of time.

These are guidelines, and we consider other factors, such as the nature of the industry and size of the company, when assessing a plan’s impact on ownership interests.

Corporate Structure

We view the exercise of shareholders’ rights, including the rights to act by written consent, to call special meetings and to remove directors, to be fundamental to good corporate governance.

Because classes of common stock with unequal voting rights limit the rights of certain shareholders, we generally believe that shareholders should have voting power equal to their equity interest in the company and should be able to approve or reject changes to a company’s by-laws by a simple majority vote.

We will generally support the ability of shareholders to cumulate their votes for the election of directors.

Shareholder Rights Plans

There are arguments both in favor of and against shareholder rights plans, also known as poison pills. For example, such measures may tend to entrench or provide undue compensation to current management, which we generally consider to have a negative impact on shareholder value. Therefore, our preference is for a plan that places shareholder value in a priority position above interests of management.

SUMMARY OF PROXY VOTING PROCEDURES

As a fiduciary to its investors, we recognize the need to actively manage and vote proxies and other shareholder actions and consents that may arise in the course of its investment advisory activities on behalf of its clients. However, due to the nature of the investments of the Fund and indirect exposure to underlying equity investments, we believe that it would be rare that we would be in a position to cast a vote or called upon to vote a proxy.

In the event that we do receive a proxy notice, shareholder consent, or is otherwise entitled to vote on any issue related to the investments of its advisory client accounts, we will process and vote all shareholder proxies and other actions in a timely manner insofar as we can determine based on the facts available at the time of its action, in the best interests of the affected advisory client(s). Although we expect that proxies will generally be voted in a manner consistent with the guidelines set forth in this policy, there may be individual cases where, based on facts available, voting according to policy would not be in the best interests of the fund and its shareholders. In such cases, we may vote counter to the stated policy.

Proxy Voting Procedure

1) Notices received are reviewed by the Compliance Department;

2) Forwarded to the Investment Department for review and voting decision;

3) Vote or consent entered according to our best judgment under the facts and circumstances presented. Such decision shall be made and documented;

4) Final review and sign-off by Compliance Department and filing with a copy in the Proxy Voting Log.

We may at any time, outsource Proxy Voting responsibilities to Institutional Shareholder Services (“ISS”) or similar service provider that we may approve, provided that such service provider votes each proxy based on decisions made by us.

CLIENT INFORMATION

A copy of these Proxy Voting Policies and Procedures is available to our clients, without charge, upon request, by calling 1-866-277-VCIF. We will send a copy of these Proxy Voting Policies and Procedures within three business days of receipt of a request, by first-class mail or other means designed to ensure equally prompt delivery.

In addition, we will provide each client, without charge, upon request, information regarding the proxy votes cast by us with regard to the client’s securities.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

As of September 30, 2019, Mr. Chapman, Chairman of the Board and Executive Vice President of the Adviser, and Mr. David Aisner, Executive Vice President of the Adviser, are the Fund's co-portfolio managers. Each share primary responsibility for management of the Fund's investment portfolio and have served the Fund in this capacity since July 6, 2015. Mr. Chapman and Mr. Aisner are not compensated through their share of the profits, if any, of the Adviser. Because the portfolio managers may manage assets for other pooled investment vehicles and/or other accounts (including institutional clients, pension plans and certain high net worth individuals) (collectively "Client Accounts"), or may be affiliated with such Client Accounts, there may be an incentive to favor one Client Account over another, resulting in conflicts of interest. For example, the Adviser may, directly or indirectly, receive fees from Client Accounts that are higher than the fee it receives from the Fund, or it may, directly or indirectly, receive a performance-based fee on a Client Account. In those instances, a portfolio manager may have an incentive to not favor the Fund over the Client Accounts. The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest. As September 30, 2019, Mr. Chapman and Mr. Aisner owned no shares of the Fund.

As of September 30, 2019, Mr. Chapman was responsible for the management of the following types of accounts in addition to the Fund:

Other Accounts By Type	Total Number of Accounts by Account Type	Total Assets By Account Type	Number of Accounts by Type Subject to a Performance Fee	Total Assets By Account Type Subject to a Performance Fee
Registered Investment Companies	0	$0	0	$0
Other Pooled Investment Vehicles	0	$0	0	$0
Other Accounts	0	$0	0	$0

As of September 30, 2019, Mr. Aisner was responsible for the management of the following types of accounts in addition to the Fund:

Other Accounts By Type	Total Number of Accounts by Account Type	Total Assets By Account Type	Number of Accounts by Type  Subject to a Performance Fee	Total Assets By Account Type Subject to a Performance Fee
Registered Investment Companies	0	$0	0	$0
Other Pooled Investment Vehicles	0	$0	0	$0
Other Accounts	0	$0	0	$0

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.

(a) If the registrant is a closed-end management investment company, provide the following dollar amounts of income and fees/compensation related to the securities lending activities of the registrant during its most recent fiscal year:

(1) Gross income from securities lending activities;

(2) All fees and/or compensation for each of the following securities lending activities and related services: any share of revenue generated by the securities lending program paid to the securities lending agent(s) (“revenue split”); fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split; administrative fees that are not included in the revenue split; fees for indemnification that are not included in the revenue split; rebates paid to borrowers; and any other fees relating to the securities lending program that are not included in the revenue split, including a description of those other fees;

(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); and

11

(4) Net income from securities lending activities (i.e., the dollar amount in paragraph (1) minus the dollar amount in paragraph (3)).

Instruction to paragraph (a).

If a fee for a service is included in the revenue split, state that the fee is “included in the revenue split.”

(b) If the registrant is a closed-end management investment company, describe the services provided to the registrant by the securities lending agent in the registrant’s most recent fiscal year.

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, Principal Executive Officer/President

Date 11/29/19

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, Principal Executive Officer/President

Date 11/29/19

By (Signature and Title)

* /s/ Robert Chapman

Robert Chapman, Principal Financial Officer/Treasurer

Date 11/29/19

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