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)

225 Pictoria Drive, Suite 450, Cincinnati, OH 45246

(Address of principal executive offices) (Zip code)

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

(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: 9/30/20

Item 1. Reports to Stockholders.

	Vertical Capital Income Fund
	VCIF
	Cusip: 92535C104
	Annual Report
	September 30, 2021
	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.

Managed Distribution Plan Disclosure

In December 2020, the Board of Trustees (the “Board”), acting pursuant to a Securities and Exchange Commission exemptive order, approved a Managed Distribution Plan (the “Plan”) for Vertical Capital Income Fund (the “Fund”). Pursuant to the Plan, the Fund pays a minimum monthly distribution to shareholders at a stated annual rate as a percentage of the three-month average net asset value (“NAV”) of the Fund’s shares prior to the month of distribution. The distribution is calculated as 8% of the previous three-month average NAV, divided by 12. Payment of monthly distributions under the Fund’s Plan commenced in January 2021.

The Plan is subject to periodic review by the Board, and the Board may amend the terms of the Plan including amending the annual rate of payment or may terminate the Plan at any time without prior notice to the Fund’s shareholders. The Fund’s distribution rate may be affected by numerous factors, including changes in realized and projected market returns, Fund performance, and other factors. There can be no assurance that an unanticipated change in market conditions or other unforeseen factors will not result in a change in the Fund’s distribution rate at a future time. The Fund does not believe there are any reasonably foreseeable circumstances that would cause the termination of the Plan. The amendment or termination of the Plan could have an adverse effect on the market price of a Fund’s shares.

You should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the Fund’s Managed Distribution Plan.

November 19, 2021

Dear Shareholder,

We are pleased to report to you the results of another six-month period for the Vertical Capital Income Fund (the “Fund”). Consistent with the Managed Distribution Plan (the “Plan”) and our investment objective to seek income, the Fund made monthly distributions aggregating approximately $1.11 per share for the year ended September 30, 2021. Included in that amount was a special distribution of approximately $0.22 per share paid in December 2020 as a result of net capital gains realized on loan sales and loan payoffs during the Fund’s last fiscal year ended September 30, 2020. In alignment with the Plan’s policy, the Fund will pay net capital gains realized on loan sales and loan payoffs included in the monthly distributions rather than only as a special December distribution going forward.

The Fund’s net asset value (“NAV)” per share was $12.05 at the September 30, 2020 and $11.69 per share at September 30, 2021. In comparison, the Fund’s traded share price was $9.93 at the beginning of the fiscal year and $10.49 at September 30, 2021, reflecting discounts to NAV of 18% and 10%. The management team is encouraged and would like to continue to see the narrowing of discount after the announcement in December of the Plan.

For the year ended September 30, 2021 the Fund produced a total return, based on its traded share price, of 17.59% compared to one of its key benchmarks, the Bloomberg Barclays U.S. Mortgage Backed Securities Index, which reported a total return of -0.43%. (Please see the definition of the index that accompanies the performance table that immediately follows this letter.) The SEC Yield per share as of September 30, 2021 was 2.92%. In comparison the Fund produced a total return based on its NAV per share for the same period of 6.52%. Since inception, the Fund has produced an annualized total return of 6.84% based on its NAV.

Update on Economic Outlook

The Mortgage Bankers Association forecasts purchase mortgage originations to grow 9% to a new record of $1.73 trillion in 2022. This comes after an initial anticipated 14% decline in 2021. MBA also expects refinance originations will slow further next year, decreasing by 62% to $860 billion from $2.26 trillion in 2021.

Forecasters expect mortgage originations to total $ 2.59 trillion in 2022. In 2023, mortgage originations are expected to decrease to $ 2.53 trillion though purchase originations are forecasted to reach new successive records in 2022 and 2023. Meanwhile, higher mortgage rates and fewer eligible homeowners will lead to further declines in refinance volume.

MBA’s baseline forecast is for mortgage rates to rise, with the 30-year, fixed-rate mortgage expected to end 2021 at 3.1% before increasing to 4.0% by the end of 2022.

We are seeing forecasters assume continued strong economic growth amidst the eventual easing of supply chain constraints that have restricted some economic activity this year. The economy and specifically the labor market rebounded in 2021, though the overall growth did not meet expectations. Challenges including stubborn supply chain issues, fueling inflation, decreased consumer spending, led to record number job openings at almost 11 million unfilled job openings in the economy.

Amongst the recent headlines, the Feds steps toward tapering asset purchases and removing monetary policy accommodation should come as no surprise. The biggest news from the FOMC’s most recent meeting was the change in projections. A majority of members now see the first interest rate hike in 2022 and possibly three rate hikes in 2023, a faster pace than had been previously projected.

Fund Strategy

There is almost $16 trillion of U.S. residential mortgage debt outstanding, of which approximately $ 11 trillion is secured by one-to-four family residences. The balance is represented by mortgage debt on multi-family, non-farm/non-residential and farm properties. The Fund invests as a secondary market participant in the one-to-four family residential whole loan market. This market historically boasts a deep roster of institutional participants, along with a diverse universe of sellers and reasons for sale. As such, we are comfortable that we will continue to see an adequate supply of investment opportunities. The Fund generates monthly cash distributions from interest income earned on the Fund’s loan portfolio, net of the costs to operate. Costs include fees paid to third parties for loan servicing and custodial, valuation, audit and legal services, as well as fees to the advisor to manage the Fund. As noted above, the Fund made aggregated distributions for the fiscal year of approximately $1.11 per share.

The Fund also generates capital gains when it sells loans at a price that is excess of its adjusted cost basis or when loans originally purchased at a discount to their unpaid principal balance (“UPB”) pay off in full before maturity of the loan. Asset sales and loan payoffs can occur anytime throughout the year; however, the Fund has historically made a single distribution in December of each year in order to fully account for all net long-term and short-term capital gains and losses during its taxable period. Most of these distributions have been subject to lower long-term capital gain tax rates; thereby, potentially increasing the after-tax yield to our shareholders. As noted above, the capital gain distribution during the fiscal year was $0.22 per share and going forward the Fund will pay net realized capital gains in the monthly distributions rather than only as a special December distribution.

The Fund meets its investment objective primarily by investing in mortgage notes secured by first liens on residential real estate. The Fund only invests in “whole loans” and does not invest in tranches of RMBS. Investing as a first mortgage lender in whole loans allows the Fund to deal directly with any borrower who is delinquent, in default or needs to restructure their loan for any reason. The Fund can decide on a case by case basis how best to work with the borrower to secure repayment of all amounts due the Fund, which is not always the case in RMBS. This direct interaction has been a significant benefit over the years when the Fund has had to manage assets with borrowers affected by crises, such as COVID-19,hurricanes, floods or fires.

The Fund pursues investment opportunities in many types of residential mortgage whole loans. Some known as “Scratch and Dent” are “conforming” loans with typical original terms of 25 or 30 years that would have otherwise qualified for purchase by one of the Government Sponsored Enterprises (“GSEs”), like Fannie Mae or Freddie Mac, but were rejected for technical defects in the application or documentation process. Others are non-qualified loans (“Non QM”), which do not meet the criteria for purchase or origination by a GSE. In addition, there are “Fix and Flip” loans, which typically have 12-24 month terms and “Rental and Bridge” loans which typically have 24-60 month terms. Loans can be performing, re-performing (loans that were non-performing at one point and have now become performing), long-term, short-term, fixed rate or adjustable.

As always, we are appreciative of your continued support and we look forward to working on your behalf.

Regards,

Katherine L. Hawkins
Portfolio Manager

Vertical Capital Income Fund

PORTFOLIO REVIEW

September 30, 2021

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

The Fund’s performance figures for the period ended September 30, 2021, compared to its
benchmark:

	One Year	Three Years	Five Years	Since Inception*
Vertical Capital Income Fund-NAV	6.52%	4.60%	4.11%	6.84%
Vertical Capital Income Fund-Market Price **	17.59%	0.95%	1.87%	2.68%
Bloomberg Mortgage Backed Securities Index	(0.43)%	3.85%	2.17%	2.38%

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

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

The Bloomberg Mortgage Backed Securities Index is an unmanaged index composed of securities backed by U.S. government agency guaranteed mortgage pools of Ginnie Mae, Freddie Mac and Fannie Mae. Investors cannot invest directly in an index or benchmark. The mortgage notes held by the Fund are not guaranteed by any U.S. government agency.

Past performance is not predictive of future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. Total returns would have been lower had the Adviser not waived its fees and reimbursed a portion of the Fund’s expenses. For performance information current to the most recent month-end, please call 1-866-277-VCIF.

PORTFOLIO COMPOSITION***

Mortgage Notes	99.9	%
Other Investments	0.1	%
	100.0	%

***     Based on Investments at Value as of September 30, 2021.

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9%
		MORTGAGE LOANS (PRIVATE) — 93.9%
	46,518	Loan ID 200012	ARM	9.8000		07/01/37	$	47,449
	32,025	Loan ID 200016	ARM	10.3750		01/01/31		32,666
	42,802	Loan ID 200018	Fixed	7.0000		01/01/33		43,658
	96,419	Loan ID 200023	Fixed	5.8750		12/01/50		89,660
	200,824	Loan ID 200026	Fixed	4.7500		01/01/50		204,840
	188,600	Loan ID 200029	Fixed	6.3100		07/01/37		192,372
	523,826	Loan ID 200035	Fixed	4.6250		11/01/50		527,261
	103,801	Loan ID 200041	Fixed	4.8750		08/01/39		105,320
	36,598	Loan ID 200042	Fixed	7.0000		12/01/37		37,330
	43,815	Loan ID 200043	Fixed	6.1250		07/01/39		44,691
	46,639	Loan ID 200048	Fixed	5.5000		08/01/39		47,572
	48,824	Loan ID 200054	Fixed	8.2500		03/01/39		49,800
	73,291	Loan ID 200055	Fixed	10.0000		01/05/36		74,757
	28,103	Loan ID 200060	Fixed	5.7500		08/01/39		28,665
	157,871	Loan ID 200076	Fixed	4.2500		12/01/41		96,032
	12,934	Loan ID 200078	Fixed	7.0000		08/01/36		13,192
	131,184	Loan ID 200079	Fixed	5.0000		02/01/59		122,899
	61,999	Loan ID 200082	Fixed	8.2500		04/01/40		61,421
	165,469	Loan ID 200084	Fixed	7.0000		03/01/39		158,676
	213,064	Loan ID 200087	Fixed	6.0000		03/01/51		210,358
	110,204	Loan ID 200088	Fixed	7.0000		06/01/39		95,475
	248,053	Loan ID 200089	Fixed	3.8750		03/01/52		217,313
	268,848	Loan ID 200090	Fixed	4.5000		11/01/36		185,470
	67,546	Loan ID 200102	Fixed	8.2500		03/01/40		68,897
	102,803	Loan ID 200110	Fixed	8.2500		08/01/39		104,859
	66,323	Loan ID 200128	Fixed	4.7100		07/01/37		62,139
	432,350	Loan ID 200129	Fixed	4.6250		03/01/52		395,742
	109,968	Loan ID 200135	Fixed	4.3750		12/01/42		108,700
	71,168	Loan ID 200141	Fixed	4.2500		02/01/42		69,658
	371,510	Loan ID 200145	Fixed	4.6250		08/01/51		349,103
	88,635	Loan ID 200152	ARM	3.0000		09/01/37		84,203
	136,846	Loan ID 200158	Fixed	3.6250		12/01/42		129,809
	175,168	Loan ID 200165	Fixed	4.3750		12/01/41		173,371
	19,029	Loan ID 200169	Fixed	6.9230		09/01/34		19,410

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	80,054	Loan ID 200174	Fixed	7.3400		04/01/37	$	81,655
	45,270	Loan ID 200175	Fixed	9.6000		05/01/37		46,175
	4,807	Loan ID 200177	Fixed	8.0000		01/11/22		4,904
	104,065	Loan ID 200181	Fixed	7.5000		06/01/41		67,086
	65,934	Loan ID 200184	Fixed	4.3750		12/01/42		65,132
	25,480	Loan ID 200185	Fixed	5.3750		06/01/42		25,990
	48,605	Loan ID 200186	Fixed	5.1250		08/01/42		49,577
	146,468	Loan ID 200194	Fixed	4.7500		09/01/41		147,730
	229,189	Loan ID 200195	Fixed	3.8750		03/01/42		221,330
	36,254	Loan ID 200198	Fixed	5.2500		10/01/42		36,979
	33,662	Loan ID 200201	Fixed	5.1250		08/01/41		34,335
	18,821	Loan ID 200206	Fixed	3.9900		12/01/42		18,265
	40,044	Loan ID 200208	Fixed	4.2500		01/01/43		39,371
	163,797	Loan ID 200209	Fixed	3.8750		08/01/42		158,100
	128,598	Loan ID 200217	Fixed	5.2500		07/01/40		131,170
	65,507	Loan ID 200218	Fixed	4.2500		12/01/41		64,567
	45,113	Loan ID 200228	Fixed	4.6250		08/01/42		45,118
	105,032	Loan ID 200243	Fixed	3.7500		04/01/43		100,339
	23,087	Loan ID 200244	Fixed	5.0000		05/01/42		23,409
	80,651	Loan ID 200286	Fixed	4.5000		07/01/43		80,184
	86,721	Loan ID 200287	Fixed	4.3750		07/01/43		85,677
	181,452	Loan ID 200296	Fixed	3.2500		02/01/43		166,977
	30,233	Loan ID 200313	Fixed	8.5000		03/01/28		30,837
	258,169	Loan ID 200315	ARM	3.3750		06/01/37		252,121
	58,253	Loan ID 200317	Fixed	7.0000		09/01/32		59,418
	240,423	Loan ID 200330	Fixed	7.0000		08/01/37		169,318
	88,110	Loan ID 200332	Fixed	5.7750		10/01/37		89,872
	83,773	Loan ID 200334	Fixed	7.0000		01/01/33		85,448
	252,203	Loan ID 200335	Fixed	5.0000		11/01/52		257,247
	40,313	Loan ID 200338	ARM	10.5000		08/01/29		41,119
	16,513	Loan ID 200340	Fixed	7.0000		03/01/30		16,844
	53,232	Loan ID 200348	Fixed	6.5000		07/01/38		54,297
	59,728	Loan ID 200352	Fixed	7.0000		08/01/30		60,922
	58,617	Loan ID 200358	Fixed	5.0000		04/01/25		59,072

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	59,030	Loan ID 200361	Fixed	7.5000		01/01/34	$	60,211
	78,807	Loan ID 200366	Fixed	6.2500		03/01/34		80,383
	148,325	Loan ID 200368	Fixed	4.5000		04/01/36		148,593
	62,997	Loan ID 200374	ARM	7.0000		05/01/34		59,847
	170,749	Loan ID 200380	Fixed	4.2200		04/01/49		168,995
	270,281	Loan ID 200384	Fixed	5.0000		11/01/47		242,355
	131,982	Loan ID 200385	Fixed	8.2500		01/01/40		134,622
	184,871	Loan ID 200390	Fixed	4.7800		04/16/47		173,397
	136,562	Loan ID 200391	Fixed	4.0000		01/13/35		134,128
	58,978	Loan ID 200392	Fixed	10.0000		06/05/34		56,029
	75,048	Loan ID 200395	Fixed	4.8600		04/01/47		44,250
	65,200	Loan ID 200396	Fixed	10.0000		02/01/36		66,504
	52,687	Loan ID 200397	ARM	3.1250		09/01/37		51,898
	54,570	Loan ID 200399	Fixed	4.9800		06/01/37		55,658
	38,801	Loan ID 200403	Fixed	8.3000		10/15/32		39,578
	49,587	Loan ID 200404	Fixed	8.1000		05/01/37		50,579
	81,504	Loan ID 200405	Fixed	4.8700		12/01/35		82,493
	109,924	Loan ID 200406	Fixed	4.8750		10/01/51		111,747
	327,450	Loan ID 200409	Fixed	6.0000		02/01/49		300,703
	94,444	Loan ID 200411	Fixed	8.2750		06/01/37		96,333
	60,223	Loan ID 200417	Fixed	7.0000		05/01/35		61,427
	141,183	Loan ID 200420	Fixed	4.2250		04/10/38		139,531
	67,674	Loan ID 200421	Fixed	7.7100		08/01/37		69,028
	115,359	Loan ID 200423	Fixed	4.5000		06/01/43		114,584
	198,038	Loan ID 200430	Fixed	3.6250		07/01/43		187,341
	257,808	Loan ID 200432	Fixed	4.8750		05/01/43		260,263
	90,203	Loan ID 200433	Fixed	4.2500		08/01/43		88,692
	188,017	Loan ID 200435	Fixed	4.6250		11/01/52		189,993
	38,980	Loan ID 200439	Fixed	5.0000		08/01/41		39,669
	123,099	Loan ID 200445	Fixed	5.2500		02/01/39		125,561
	26,712	Loan ID 200447	Fixed	5.8750		11/04/34		27,246
	72,163	Loan ID 200448	Fixed	5.7500		05/01/42		73,606
	127,663	Loan ID 200449	Fixed	5.0000		02/01/42		119,636
	315,239	Loan ID 200451	Fixed	6.2500		07/01/38		321,544

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	167,682	Loan ID 200460	Fixed	7.0000		07/01/41	$	171,036
	356,613	Loan ID 200462	Fixed	6.0000		07/01/45		363,746
	210,544	Loan ID 200465	Fixed	6.5000		07/01/37		214,755
	101,915	Loan ID 200468	Fixed	5.6250		12/01/44		32,192
	113,556	Loan ID 200469	Fixed	6.5000		07/01/37		115,827
	230,092	Loan ID 200474	Fixed	5.7500		11/01/50		234,694
	180,777	Loan ID 200476	Fixed	6.0000		09/01/50		184,392
	101,408	Loan ID 200489	Fixed	4.0000		03/01/43		98,533
	179,164	Loan ID 200491	Fixed	5.5000		10/01/39		182,747
	249,830	Loan ID 200494	Fixed	4.6250		10/01/43		250,237
	178,785	Loan ID 200500	Fixed	5.8750		02/01/37		182,360
	59,615	Loan ID 200507	Fixed	4.5000		09/01/42		59,323
	88,905	Loan ID 200517	Fixed	8.0000		05/01/39		88,905
	179,723	Loan ID 200518	Fixed	3.0000		12/01/50		165,115
	100,315	Loan ID 200527	Fixed	4.5000		12/01/43		99,794
	94,795	Loan ID 200532	Fixed	3.2500		07/01/43		87,203
	36,049	Loan ID 200545	Fixed	4.3750		02/01/29		35,620
	120,425	Loan ID 200564	Fixed	4.8750		05/01/39		122,190
	83,776	Loan ID 200573	Fixed	3.7500		09/01/42		80,054
	118,082	Loan ID 200574	Fixed	4.8750		01/01/44		119,550
	162,564	Loan ID 200578	Fixed	4.7500		08/01/40		161,423
	42,760	Loan ID 200579	Fixed	4.8750		05/01/42		29,530
	151,244	Loan ID 200580	Fixed	4.1250		11/01/41		148,246
	288,044	Loan ID 200586	Fixed	3.5000		01/01/43		270,498
	58,444	Loan ID 200593	Fixed	3.8750		06/01/42		56,399
	34,145	Loan ID 200597	Fixed	5.6250		02/01/44		34,827
	64,620	Loan ID 200604	Fixed	3.5000		01/01/43		60,665
	112,113	Loan ID 200612	Fixed	4.5000		02/01/43		111,488
	307,548	Loan ID 200616	Fixed	4.8750		02/01/44		311,021
	149,275	Loan ID 200630	Fixed	5.2500		09/01/43		152,261
	206,355	Loan ID 200634	Fixed	4.3750		01/01/44		204,060
	106,916	Loan ID 200645	Fixed	5.0000		04/01/44		108,642
	126,857	Loan ID 200649	Fixed	4.3750		03/01/44		125,320
	117,376	Loan ID 200650	Fixed	4.8750		05/01/44		118,849

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	200,531	Loan ID 200651	Fixed	3.6250		07/01/43	$	189,610
	123,405	Loan ID 200655	Fixed	3.3750		05/01/43		114,540
	165,734	Loan ID 200656	Fixed	6.8750		11/01/45		157,447
	136,936	Loan ID 200657	Fixed	4.8750		08/01/51		139,009
	158,259	Loan ID 200660	Fixed	5.8750		03/01/38		161,424
	190,160	Loan ID 200662	Fixed	5.0000		03/01/44		193,005
	62,435	Loan ID 200663	Fixed	4.7500		05/01/44		62,915
	141,272	Loan ID 200669	Fixed	5.2500		04/01/44		144,097
	42,121	Loan ID 200670	Fixed	4.3750		02/01/29		41,644
	279,921	Loan ID 200674	Fixed	4.5000		05/01/44		278,790
	231,326	Loan ID 200679	Fixed	5.0000		04/01/44		232,915
	172,253	Loan ID 200682	Fixed	4.8750		05/01/44		174,162
	114,639	Loan ID 200684	Fixed	4.8750		04/01/44		116,118
	208,504	Loan ID 200685	Fixed	4.8750		05/01/44		210,562
	200,848	Loan ID 200690	Fixed	4.2500		04/01/44		197,609
	220,774	Loan ID 200692	Fixed	4.6250		07/01/44		220,531
	96,129	Loan ID 200694	Fixed	4.5000		09/01/43		95,652
	42,079	Loan ID 200696	Fixed	3.7500		10/01/42		40,293
	79,293	Loan ID 200700	Fixed	4.2500		02/01/44		77,876
	86,713	Loan ID 200704	Fixed	4.3750		03/01/43		85,586
	45,699	Loan ID 200709	Fixed	4.3750		04/01/43		45,186
	102,444	Loan ID 200710	Fixed	4.5000		07/01/44		100,009
	559,918	Loan ID 200714	Fixed	4.1750		11/01/36		553,291
	183,736	Loan ID 200716	ARM	3.0900		08/01/37		181,717
	128,035	Loan ID 200720	ARM	3.5000		04/01/42		119,680
	142,879	Loan ID 200726	Fixed	4.3750		09/01/37		107,744
	181,656	Loan ID 200732	Fixed	4.1250		09/01/27		178,836
	91,117	Loan ID 200735	Fixed	4.5000		06/01/44		90,641
	131,230	Loan ID 200736	Fixed	4.7500		05/01/44		129,637
	158,654	Loan ID 200742	Fixed	4.2500		04/01/43		155,703
	54,373	Loan ID 200753	Fixed	5.2500		05/01/44		55,460
	47,332	Loan ID 200755	Fixed	4.2500		06/01/43		46,568
	167,910	Loan ID 200756	Fixed	4.8750		11/01/43		169,883
	162,922	Loan ID 200771	Fixed	4.5000		04/01/43		150,542

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	39,987	Loan ID 200775	Fixed	4.2500		04/01/43	$	39,286
	72,976	Loan ID 200776	Fixed	4.2500		03/01/44		71,621
	48,792	Loan ID 200777	Fixed	4.7500		06/01/44		48,904
	152,633	Loan ID 200781	Fixed	4.6250		09/01/44		152,131
	76,368	Loan ID 200783	Fixed	4.7500		09/01/44		76,813
	101,305	Loan ID 200785	Fixed	4.5000		08/01/44		100,796
	205,690	Loan ID 200786	Fixed	4.6250		07/01/44		206,208
	39,383	Loan ID 200787	Fixed	4.7500		09/01/44		39,595
	184,727	Loan ID 200791	Fixed	4.8750		06/01/44		186,383
	81,569	Loan ID 200795	Fixed	6.7500		08/01/36		83,200
	68,643	Loan ID 200796	Fixed	5.8800		12/01/53		37,716
	55,764	Loan ID 200799	Fixed	4.0000		02/05/53		53,251
	61,051	Loan ID 200800	Fixed	4.0000		01/01/53		50,643
	145,572	Loan ID 200805	Fixed	4.6250		07/01/50		129,327
	53,685	Loan ID 200808	Fixed	4.2500		11/01/50		44,636
	112,093	Loan ID 200809	Fixed	5.0000		04/01/50		104,007
	220,100	Loan ID 200814	Fixed	8.2500		07/01/39		224,502
	271,314	Loan ID 200817	Fixed	5.0000		01/01/50		240,298
	189,069	Loan ID 200821	Fixed	4.2500		08/01/44		186,049
	73,241	Loan ID 200823	Fixed	4.2500		09/01/44		72,028
	200,733	Loan ID 200824	Fixed	4.2500		08/01/44		197,257
	95,814	Loan ID 200826	Fixed	4.3750		09/01/44		94,557
	175,799	Loan ID 200830	ARM	1.2500		07/01/44		161,870
	38,306	Loan ID 200831	Fixed	4.2500		10/01/44		37,560
	303,302	Loan ID 200832	Fixed	4.2500		10/01/44		292,756
	143,807	Loan ID 200834	Fixed	4.1250		07/01/43		140,468
	267,198	Loan ID 200844	Fixed	4.5000		07/01/43		265,642
	177,498	Loan ID 200846	Fixed	4.3750		11/01/43		175,787
	95,196	Loan ID 200853	Fixed	5.0000		04/01/37		97,091
	172,272	Loan ID 200856	Fixed	6.5000		06/01/42		166,057
	248,272	Loan ID 200858	Fixed	5.0000		01/01/53		253,238
	147,383	Loan ID 200860	Fixed	3.8750		03/01/52		140,275
	244,614	Loan ID 200866	Fixed	3.4000		05/01/53		231,816
	105,590	Loan ID 200867	Fixed	4.5800		09/01/53		105,971

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	170,609	Loan ID 200880	Fixed	4.2500		06/01/43	$	167,585
	53,476	Loan ID 200883	Fixed	3.3750		05/01/28		49,674
	73,925	Loan ID 200886	Fixed	4.2500		10/01/44		72,621
	207,008	Loan ID 200887	Fixed	4.7500		09/01/44		208,100
	186,105	Loan ID 200891	Fixed	4.2500		10/01/44		182,340
	223,061	Loan ID 200892	Fixed	3.7500		09/01/43		213,123
	175,728	Loan ID 200897	Fixed	4.7500		10/01/44		176,826
	357,156	Loan ID 200907	ARM	3.1400		08/01/47		345,834
	98,050	Loan ID 200908	Fixed	4.0000		06/01/49		96,698
	118,315	Loan ID 200909	Fixed	4.8700		04/01/47		112,400
	631,924	Loan ID 200912	Fixed	4.5000		03/01/37		632,566
	54,391	Loan ID 200913	Fixed	4.2500		05/01/47		53,859
	134,500	Loan ID 200914	Fixed	2.8750		12/01/47		124,683
	80,294	Loan ID 200916	Fixed	4.0000		10/01/37		77,400
	149,870	Loan ID 200917	Fixed	4.8750		01/01/51		152,219
	82,847	Loan ID 200921	ARM	3.6250		07/01/51		81,783
	395,395	Loan ID 200922	Fixed	3.3400		09/01/53		378,433
	115,686	Loan ID 200928	Fixed	4.8000		02/01/41		117,228
	176,584	Loan ID 200940	Fixed	3.2500		02/01/43		162,466
	101,642	Loan ID 200941	Fixed	3.7800		01/01/43		95,373
	242,538	Loan ID 200942	Fixed	4.0000		04/01/43		235,556
	94,470	Loan ID 200944	Fixed	4.5000		02/01/44		93,836
	259,334	Loan ID 200947	Fixed	4.0000		02/01/43		251,881
	138,388	Loan ID 200948	Fixed	4.6250		05/01/61		138,329
	248,525	Loan ID 200956	Fixed	5.0000		08/01/51		253,450
	375,262	Loan ID 200959	Fixed	4.0000		11/01/42		364,776
	133,513	Loan ID 200966	Fixed	4.8750		07/01/44		134,981
	330,977	Loan ID 200969	Fixed	4.8750		08/01/43		334,944
	140,499	Loan ID 200974	Fixed	4.2500		10/01/44		138,095
	324,954	Loan ID 200977	Fixed	4.8750		09/01/44		308,706
	152,889	Loan ID 200993	Fixed	2.0040		07/15/49		131,443
	51,121	Loan ID 200996	Fixed	2.5000		08/01/48		45,121
	116,907	Loan ID 201005	Fixed	4.7500		07/01/41		117,818
	38,756	Loan ID 201006	Fixed	6.8750		03/01/38		39,532

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	83,521	Loan ID 201007	Fixed	7.1250		04/01/37	$	85,192
	71,281	Loan ID 201010	Fixed	5.5000		04/01/39		71,281
	42,157	Loan ID 201012	Fixed	7.5000		12/01/38		43,000
	51,238	Loan ID 201013	Fixed	7.5000		12/01/38		52,052
	102,451	Loan ID 201016	Fixed	6.5000		05/01/46		104,500
	57,848	Loan ID 201022	ARM	2.3750		05/01/37		54,175
	124,316	Loan ID 201023	Fixed	6.4500		02/01/36		126,802
	98,385	Loan ID 201027	ARM	9.5380		03/01/37		100,353
	129,747	Loan ID 201032	Fixed	4.5000		11/01/44		128,713
	76,937	Loan ID 201036	Fixed	4.3750		12/01/44		76,030
	63,645	Loan ID 201037	Fixed	8.2500		07/01/39		64,918
	85,606	Loan ID 201041	Fixed	3.7500		11/01/52		82,855
	103,094	Loan ID 201043	Fixed	4.0000		04/01/39		98,169
	157,435	Loan ID 201044	Fixed	4.8700		03/29/37		159,854
	96,568	Loan ID 201045	Fixed	3.3750		07/01/37		84,807
	276,448	Loan ID 201046	Fixed	3.0000		10/01/58		155,047
	103,107	Loan ID 201047	Fixed	3.6250		04/01/53		96,306
	61,678	Loan ID 201053	Fixed	3.8600		07/01/53		60,085
	189,302	Loan ID 201054	Fixed	2.4000		05/17/50		162,686
	144,947	Loan ID 201057	Fixed	4.3750		01/01/50		144,483
	103,381	Loan ID 201058	Fixed	4.2500		08/01/37		102,367
	92,666	Loan ID 201060	ARM	2.3750		07/01/35		89,479
	77,154	Loan ID 201061	Fixed	5.0000		02/01/50		74,397
	106,482	Loan ID 201063	Fixed	4.0000		09/01/47		104,241
	213,294	Loan ID 201066	Fixed	4.2500		12/01/46		211,369
	399,371	Loan ID 201067	Fixed	4.7500		01/01/44		401,987
	61,739	Loan ID 201069	Fixed	4.6250		12/01/44		61,812
	71,016	Loan ID 201072	Fixed	3.5000		03/01/28		66,717
	86,282	Loan ID 201075	Fixed	4.3750		10/01/44		85,230
	214,175	Loan ID 201084	Fixed	5.0000		08/01/38		200,469
	144,272	Loan ID 201091	Fixed	4.1250		01/01/45		140,523
	232,164	Loan ID 201092	Fixed	5.2500		04/01/46		236,807
	128,874	Loan ID 201093	Fixed	4.1250		02/01/45		116,459
	320,361	Loan ID 201101	Fixed	4.6250		03/01/45		314,714

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	137,191	Loan ID 201103	ARM	2.7500		05/01/44	$	130,828
	146,971	Loan ID 201104	Fixed	4.3750		04/01/45		145,321
	66,718	Loan ID 201107	Fixed	5.1500		02/01/36		68,053
	148,024	Loan ID 201111	Fixed	4.8750		04/01/50		136,440
	75,287	Loan ID 201113	Fixed	5.7500		12/01/52		76,793
	114,669	Loan ID 201114	Fixed	8.0870		05/01/54		116,962
	471,032	Loan ID 201115	Fixed	4.0000		02/01/51		460,868
	74,854	Loan ID 201122	Fixed	4.7500		11/01/48		75,801
	208,195	Loan ID 201124	Fixed	4.7500		04/01/40		210,373
	68,319	Loan ID 201127	ARM	2.5000		04/01/37		65,764
	105,030	Loan ID 201130	Fixed	4.8500		12/01/37		106,019
	114,091	Loan ID 201131	Fixed	8.2500		05/01/53		116,372
	155,645	Loan ID 201132	Fixed	4.2500		07/01/37		142,367
	178,092	Loan ID 201134	Fixed	4.6250		10/01/53		166,242
	165,677	Loan ID 201139	Fixed	3.0000		11/01/53		151,993
	78,182	Loan ID 201143	Fixed	3.5000		11/01/37		69,461
	124,581	Loan ID 201146	Fixed	4.8750		08/01/54		125,398
	103,607	Loan ID 201147	Fixed	4.1250		11/01/51		98,026
	86,193	Loan ID 201148	Fixed	3.9500		10/01/42		84,763
	308,169	Loan ID 201149	Fixed	5.0000		05/01/58		165,731
	88,407	Loan ID 201155	Fixed	5.0000		11/01/53		58,688
	60,393	Loan ID 201156	Fixed	5.0000		04/01/50		55,348
	187,869	Loan ID 201160	Fixed	4.9200		10/01/49		176,328
	357,294	Loan ID 201163	Fixed	4.7500		12/01/49		305,824
	156,759	Loan ID 201164	Fixed	4.2500		11/01/51		153,560
	400,964	Loan ID 201168	Fixed	3.8750		04/01/52		370,421
	50,731	Loan ID 201170	Fixed	4.3750		07/01/37		50,524
	101,832	Loan ID 201173	Fixed	4.2800		11/01/47		79,307
	121,955	Loan ID 201176	Fixed	4.2500		07/01/53		121,203
	289,697	Loan ID 201179	Fixed	4.7500		05/01/51		264,802
	252,045	Loan ID 201181	Fixed	4.5000		04/01/34		253,198
	124,733	Loan ID 201183	Fixed	3.5000		10/01/52		119,301
	58,748	Loan ID 201184	Fixed	4.0000		06/01/49		57,903
	230,649	Loan ID 201185	Fixed	7.2500		10/01/53		235,262

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	76,151	Loan ID 201187	Fixed	5.0000		11/01/48	$	55,480
	574,603	Loan ID 201196	Fixed	4.3750		11/01/36		572,349
	304,867	Loan ID 201199	Fixed	5.1250		11/01/46		310,965
	135,489	Loan ID 201205	Fixed	4.6250		01/01/45		135,463
	105,232	Loan ID 201208	Fixed	4.6250		04/01/45		104,990
	164,310	Loan ID 201209	Fixed	4.2500		04/01/45		161,517
	387,912	Loan ID 201212	Fixed	4.6250		03/01/61		388,359
	180,471	Loan ID 201213	Fixed	4.8750		08/01/44		181,761
	490,475	Loan ID 201214	ARM	2.7500		09/01/43		463,232
	57,471	Loan ID 201221	Fixed	3.2500		05/01/43		25,578
	44,580	Loan ID 201222	Fixed	5.1250		01/01/45		45,272
	144,697	Loan ID 201240	Fixed	4.2500		10/01/45		141,368
	272,073	Loan ID 201241	Fixed	4.3750		07/01/45		269,547
	101,178	Loan ID 201243	Fixed	4.6250		11/01/45		101,160
	367,461	Loan ID 201244	Fixed	4.5000		06/01/45		365,869
	104,139	Loan ID 201245	Fixed	4.7500		08/01/44		104,926
	92,673	Loan ID 201248	Fixed	4.8750		07/01/44		93,481
	457,480	Loan ID 201249	Fixed	4.6250		03/01/59		455,452
	194,203	Loan ID 201254	Fixed	7.2500		05/01/60		198,087
	215,167	Loan ID 201255	ARM	6.7500		06/01/35		219,470
	158,910	Loan ID 201260	Fixed	4.7500		09/01/45		159,502
	46,218	Loan ID 201263	Fixed	4.7500		10/01/45		46,402
	134,986	Loan ID 201266	Fixed	4.5000		02/01/46		133,749
	138,284	Loan ID 201270	Fixed	4.1250		02/01/45		135,004
	233,622	Loan ID 201271	Fixed	4.5000		06/01/45		232,601
	222,957	Loan ID 201273	Fixed	4.5000		12/01/45		220,875
	199,689	Loan ID 201274	Fixed	4.1250		10/01/45		194,607
	23,213	Loan ID 201285	Fixed	4.6250		11/01/28		23,677
	283,805	Loan ID 201291	Fixed	5.0000		08/01/45		263,195
	113,638	Loan ID 201294	Fixed	4.6250		02/01/46		111,856
	707,440	Loan ID 201296	Fixed	4.2500		02/01/46		690,912
	66,880	Loan ID 201301	Fixed	4.5500		10/01/44		66,649
	125,215	Loan ID 201302	Fixed	4.2500		05/01/45		122,773
	137,229	Loan ID 201305	Fixed	4.6250		08/01/44		137,268

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	107,527	Loan ID 201306	Fixed	3.8750		09/01/45	$	103,209
	163,889	Loan ID 201307	Fixed	4.2500		10/01/48		160,945
	57,800	Loan ID 201308	Fixed	4.6250		11/01/45		57,652
	149,805	Loan ID 201309	Fixed	4.0000		09/01/45		145,185
	299,638	Loan ID 201313	Fixed	4.6250		01/01/46		299,869
	150,771	Loan ID 201316	Fixed	4.5000		02/01/46		149,815
	159,252	Loan ID 201319	Fixed	4.3750		10/01/45		157,441
	126,903	Loan ID 201324	Fixed	5.2500		04/01/46		129,442
	164,463	Loan ID 201326	Fixed	4.6250		03/01/46		164,468
	176,813	Loan ID 201328	Fixed	4.2500		11/01/45		111,684
	342,480	Loan ID 201333	Fixed	3.8750		11/01/45		328,270
	177,920	Loan ID 201336	Fixed	4.7500		01/01/46		175,243
	222,635	Loan ID 201350	Fixed	4.0000		06/01/45		161,225
	61,114	Loan ID 201352	Fixed	4.8750		03/01/45		61,505
	464,928	Loan ID 201354	Fixed	3.3750		07/01/46		449,180
	126,349	Loan ID 201355	Fixed	5.2500		12/01/45		128,876
	140,821	Loan ID 201358	Fixed	4.8750		07/01/45		142,331
	104,314	Loan ID 201364	Fixed	3.8750		04/01/46		100,112
	316,063	Loan ID 201365	Fixed	4.2500		10/01/45		309,078
	169,946	Loan ID 201370	Fixed	4.2500		07/01/46		166,311
	94,066	Loan ID 201371	Fixed	4.1250		04/01/46		91,119
	243,719	Loan ID 201372	Fixed	4.6250		08/01/46		243,638
	134,075	Loan ID 201375	Fixed	4.5000		06/01/45		133,477
	255,023	Loan ID 201377	Fixed	3.8750		05/01/46		251,834
	295,834	Loan ID 201381	Fixed	4.8750		07/01/45		299,111
	130,097	Loan ID 201385	Fixed	4.6250		12/01/45		130,097
	216,000	Loan ID 201390	Fixed	5.1250		09/01/45		220,320
	371,940	Loan ID 201391	Fixed	5.1250		10/01/45		371,391
	406,399	Loan ID 201393	Fixed	3.7500		04/01/56		402,921
	69,665	Loan ID 201394	Fixed	6.7000		06/01/34		71,058
	80,770	Loan ID 201395	Fixed	6.3000		07/01/44		17,583
	80,327	Loan ID 201400	Fixed	4.7500		07/01/44		80,868
	84,272	Loan ID 201401	Fixed	4.7500		10/01/44		84,814
	87,981	Loan ID 201403	Fixed	4.7500		08/01/44		79,128

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	126,261	Loan ID 201404	Fixed	4.7500		10/01/44	$	126,401
	67,313	Loan ID 201405	Fixed	5.2500		08/01/44		68,660
	51,310	Loan ID 201406	Fixed	4.2500		06/01/46		50,123
	227,789	Loan ID 201407	Fixed	4.8750		01/01/46		230,476
	153,743	Loan ID 201411	Fixed	4.7500		12/01/45		154,544
	134,726	Loan ID 201412	Fixed	5.7500		12/01/45		137,421
	315,251	Loan ID 201413	Fixed	4.5000		07/01/45		313,949
	68,811	Loan ID 201414	Fixed	4.2500		07/01/44		64,230
	51,282	Loan ID 201415	Fixed	8.0000		04/01/34		52,308
	55,638	Loan ID 201417	Fixed	6.0000		08/01/37		56,750
	38,299	Loan ID 201419	Fixed	10.0000		11/01/33		39,065
	53,768	Loan ID 201422	Fixed	4.6250		10/01/46		53,406
	500,901	Loan ID 201428	ARM	2.5000		04/01/45		474,176
	92,399	Loan ID 201434	Fixed	4.3750		06/01/46		91,298
	84,528	Loan ID 201436	Fixed	4.3750		05/01/45		83,519
	127,376	Loan ID 201437	Fixed	4.7500		05/01/46		43,298
	168,824	Loan ID 201439	Fixed	5.0000		12/01/45		171,622
	299,996	Loan ID 201440	Fixed	4.6250		07/01/46		187,409
	281,518	Loan ID 201442	Fixed	4.8750		12/01/45		283,792
	47,869	Loan ID 201444	Fixed	4.5000		11/01/44		47,489
	237,305	Loan ID 201447	Fixed	4.8750		10/01/44		239,375
	86,369	Loan ID 201449	Fixed	4.0000		08/01/44		83,632
	209,427	Loan ID 201451	Fixed	4.2500		06/01/45		205,185
	219,960	Loan ID 201458	Fixed	3.8750		09/01/46		206,394
	252,345	Loan ID 201461	Fixed	4.1250		12/01/44		240,382
	279,991	Loan ID 201464	Fixed	4.3750		06/01/45		271,452
	95,747	Loan ID 201465	Fixed	5.1250		12/01/44		97,458
	262,438	Loan ID 201470	Fixed	4.3750		10/01/44		258,890
	210,508	Loan ID 201471	Fixed	4.5000		01/01/45		209,054
	287,147	Loan ID 201473	Fixed	4.5000		02/01/45		286,046
	91,119	Loan ID 201475	ARM	6.6250		09/01/36		10,806
	133,930	Loan ID 201476	ARM	8.5000		02/01/37		127,234
	75,471	Loan ID 201477	Fixed	6.7500		11/01/36		76,981
	100,790	Loan ID 201478	Fixed	4.6250		10/01/45		100,683

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	140,433	Loan ID 201482	Fixed	4.6250		02/01/51	$	139,763
	277,606	Loan ID 201483	Fixed	4.1250		12/01/45		269,926
	71,864	Loan ID 201484	Fixed	4.5000		10/01/46		71,091
	57,001	Loan ID 201485	Fixed	5.7500		03/01/38		58,141
	157,767	Loan ID 201487	Fixed	4.6250		02/01/52		160,922
	86,392	Loan ID 201489	Fixed	4.7500		03/01/46		86,726
	72,708	Loan ID 201499	Fixed	4.7500		05/01/45		73,294
	99,246	Loan ID 201502	Fixed	5.2500		04/01/44		101,231
	140,316	Loan ID 201503	Fixed	5.0000		07/01/46		142,516
	423,189	Loan ID 201504	Fixed	4.5000		07/01/45		421,301
	86,598	Loan ID 201505	ARM	4.0000		09/01/46		86,684
	289,339	Loan ID 201506	Fixed	5.0000		02/01/47		293,781
	210,352	Loan ID 201508	Fixed	5.0000		02/01/47		213,977
	116,578	Loan ID 201513	Fixed	4.0000		01/01/46		116,578
	71,817	Loan ID 201515	Fixed	5.1250		04/01/47		72,704
	90,291	Loan ID 201519	Fixed	4.7500		09/01/45		90,947
	74,956	Loan ID 201523	Fixed	5.1250		07/01/45		76,424
	365,667	Loan ID 201533	Fixed	4.7500		05/01/46		365,843
	39,950	Loan ID 201534	Fixed	4.8750		05/01/47		40,125
	313,851	Loan ID 201535	Fixed	4.8750		08/01/47		313,851
	191,104	Loan ID 201551	Fixed	4.5000		02/01/47		157,881
	129,795	Loan ID 201552	Fixed	4.0000		08/01/47		129,795
	45,436	Loan ID 201556	Fixed	4.9900		12/01/47		46,030
	125,921	Loan ID 201558	Fixed	4.5000		08/01/47		125,921
	100,663	Loan ID 201579	Fixed	4.7500		12/01/36		100,964
	80,979	Loan ID 201581	Fixed	4.1250		10/01/46		78,896
	82,105	Loan ID 201583	Fixed	5.2500		08/01/47		82,105
	42,604	Loan ID 201585	Fixed	5.5000		03/01/48		43,456
	368,517	Loan ID 201586	Fixed	4.6250		05/01/47		365,099
	299,061	Loan ID 201587	Fixed	4.3750		01/01/48		294,425
	34,192	Loan ID 201589	Fixed	5.3750		06/01/48		34,848
	138,286	Loan ID 201590	Fixed	5.2000		05/01/48		83,535
	303,727	Loan ID 201591	Fixed	5.3750		08/01/48		309,801
	63,206	Loan ID 201598	Fixed	6.0000		01/01/37		64,471

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	326,185	Loan ID 201599	Fixed	5.0000		07/01/38	$	249,747
	44,013	Loan ID 201600	Fixed	6.0000		01/01/36		40,829
	34,603	Loan ID 201602	Fixed	5.0000		04/20/32		35,295
	58,454	Loan ID 201604	Fixed	8.5000		01/01/48		48,860
	67,431	Loan ID 201605	Fixed	8.7500		03/01/48		68,779
	88,284	Loan ID 201606	Fixed	9.9900		05/01/48		90,050
	43,017	Loan ID 201610	Fixed	9.9900		07/01/48		8,089
	58,983	Loan ID 201611	Fixed	9.9900		07/01/48		10,636
	253,556	Loan ID 201612	Fixed	8.9900		10/01/25		258,627
	493,192	Loan ID 201615	Fixed	10.5000		01/01/22		503,056
	29,217	Loan ID 201624	Fixed	11.0000		07/22/28		27,757
	42,754	Loan ID 201627	Fixed	10.4500		02/19/47		43,609
	48,825	Loan ID 201628	Fixed	11.0000		07/25/40		49,802
	36,864	Loan ID 201629	Fixed	11.0000		03/06/33		36,864
	46,187	Loan ID 201630(a)	Fixed	9.9500		01/28/20		43,878
	42,247	Loan ID 201631	Fixed	9.9500		07/25/31		40,134
	64,026	Loan ID 201634	Fixed	7.9500		02/28/48		60,824
	64,724	Loan ID 201635	Fixed	9.9500		03/14/46		66,018
	74,835	Loan ID 201636	Fixed	9.4500		05/13/31		76,332
	97,809	Loan ID 201637	Fixed	11.0000		05/22/45		99,766
	137,453	Loan ID 201638	Fixed	8.5000		09/19/44		140,202
	315,769	Loan ID 201639	Fixed	5.0000		09/01/48		315,769
	336,572	Loan ID 201640	Fixed	5.1250		04/01/49		341,416
	158,632	Loan ID 201641(a)	DSI	10.5000		06/01/20		150,700
	669,302	Loan ID 201645(a)	Fixed	8.0000		07/01/20		104,172
	40,318	Loan ID 201647	Fixed	6.0000		10/01/31		40,034
	30,481	Loan ID 201648	Fixed	7.1500		08/14/30		26,203
	53,823	Loan ID 201649	Fixed	4.8000		02/20/30		54,758
	36,032	Loan ID 201650	Fixed	7.0000		11/14/31		36,753
	49,853	Loan ID 201651	Fixed	7.0000		12/01/36		34,086
	247,013	Loan ID 201652	Fixed	5.0000		10/01/36		115,615
	194,023	Loan ID 201653	Fixed	4.2500		06/01/48		194,023
	434,849	Loan ID 201654	Fixed	4.8750		07/01/49		438,817
	146,040	Loan ID 201655	Fixed	7.7000		01/01/49		148,961

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	118,938	Loan ID 201656	Fixed	4.6250		06/01/49	$	117,412
	241,523	Loan ID 201657	Fixed	5.2500		11/01/48		246,353
	81,666	Loan ID 201661	Fixed	5.5000		08/01/49		82,503
	128,232	Loan ID 201662	Fixed	5.3750		09/01/48		130,407
	417,162	Loan ID 201663	Fixed	4.7500		10/01/48		417,162
	19,186	Loan ID 201664	Fixed	10.0000		08/01/33		19,186
	41,196	Loan ID 201665	Fixed	9.9900		08/01/48		42,020
	17,960	Loan ID 201666	Fixed	10.0000		06/01/33		18,319
	16,620	Loan ID 201667	Fixed	10.0000		07/01/33		16,952
	15,591	Loan ID 201668	Fixed	9.7500		11/01/33		15,903
	55,350	Loan ID 201670	Fixed	8.0000		09/15/48		55,350
	22,544	Loan ID 201671	Fixed	9.0000		09/15/48		22,544
	21,037	Loan ID 201672	Fixed	9.9000		10/15/48		21,458
	51,243	Loan ID 201673	Fixed	9.9900		06/01/48		52,268
	23,808	Loan ID 201674	Fixed	9.9000		12/01/48		24,284
	111,143	Loan ID 201676	Fixed	9.6250		10/01/48		113,366
	79,678	Loan ID 201677	Fixed	9.2500		11/01/48		81,271
	23,854	Loan ID 201678	Fixed	10.0000		08/01/48		24,331
	42,464	Loan ID 201679	Fixed	7.7000		03/01/47		43,313
	39,219	Loan ID 201680	Fixed	9.9000		09/15/48		40,003
	176,056	Loan ID 201682	Fixed	5.0000		07/01/48		96,547
	401,670	Loan ID 201684	Fixed	4.5000		08/01/49		396,414
	283,403	Loan ID 201685	Fixed	5.5000		02/01/49		289,071
	99,972	Loan ID 201686	Fixed	4.2500		07/01/49		97,025
	105,413	Loan ID 201687	Fixed	5.5000		07/01/48		92,899
	205,040	Loan ID 201689	Fixed	4.5000		04/01/49		202,504
	162,144	Loan ID 201692	Fixed	8.4900		11/01/29		165,387
	302,227	Loan ID 201695	Fixed	8.9000		12/01/21		308,271
	64,423	Loan ID 201696	Fixed	5.1250		10/01/48		65,637
	123,279	Loan ID 201697	Fixed	6.1250		04/01/49		125,745
	82,484	Loan ID 201698	Fixed	4.3750		12/01/47		80,672
	263,036	Loan ID 201699	Fixed	5.5220		09/01/49		268,297
	320,544	Loan ID 201700	Fixed	6.1250		06/01/49		326,955
	61,901	Loan ID 201701	Fixed	5.0000		08/01/49		61,921

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	53,667	Loan ID 201703	Fixed	6.6000		12/01/48	$	54,741
	177,622	Loan ID 201707	Fixed	4.8750		08/01/49		177,392
	203,973	Loan ID 201709	Fixed	5.3250		09/01/49		205,185
	146,189	Loan ID 201710	Fixed	6.7000		11/01/49		153,498
	720,051	Loan ID 201711	Fixed	4.8750		10/01/49		719,354
	183,604	Loan ID 201713	Fixed	10.1110		12/01/49		174,424
	111,083	Loan ID 201715	Fixed	10.1300		12/01/49		113,305
	236,189	Loan ID 201716	Fixed	10.1500		12/01/49		240,913
	433,412	Loan ID 201717	Fixed	6.5000		12/01/48		442,080
	116,207	Loan ID 201719	Fixed	4.7500		09/01/49		116,207
	136,579	Loan ID 201720	Fixed	4.3750		04/01/49		134,689
	248,381	Loan ID 201724	Fixed	5.3750		01/01/49		138,941
	76,403	Loan ID 201725	Fixed	8.4900		12/01/22		72,583
	55,011	Loan ID 201726	Fixed	8.4900		12/01/22		52,261
	73,955	Loan ID 201728	Fixed	9.4900		01/01/22		75,434
	127,498	Loan ID 201732	Fixed	5.1250		05/01/47		127,660
	77,813	Loan ID 201733	Fixed	5.2500		04/01/44		79,369
	125,501	Loan ID 201739	ARM	7.1250		04/01/48		111,981
	226,960	Loan ID 201741	ARM	8.0000		07/01/48		231,500
	139,998	Loan ID 201743	Fixed	5.4990		09/01/48		142,798
	291,810	Loan ID 201744	Fixed	5.6250		05/01/49		291,810
	367,574	Loan ID 201746	Fixed	4.8750		07/01/49		367,673
	542,989	Loan ID 201750	Fixed	6.1250		04/01/50		553,848
	1,099,726	Loan ID 201753	Fixed	4.8750		04/01/50		1,114,223
	601,798	Loan ID 201755	Fixed	5.7500		03/01/50		613,834
	249,285	Loan ID 201756	Fixed	5.0000		03/01/50		252,269
	273,435	Loan ID 201757	ARM	5.1250		04/01/50		277,371
	415,886	Loan ID 201758	Fixed	5.8750		03/01/50		423,455
	259,204	Loan ID 201759	ARM	5.7500		03/01/50		266,387
	256,519	Loan ID 201761	Fixed	6.8750		02/01/50		261,649
	423,170	Loan ID 201762	Fixed	5.9900		03/01/50		431,634
	145,196	Loan ID 201763	Fixed	7.3750		04/01/50		148,100
	216,209	Loan ID 201767	Fixed	5.2500		07/01/49		216,209
	188,538	Loan ID 201768	Fixed	6.7500		04/01/50		192,309

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	214,768	Loan ID 201770	Fixed	9.3750		04/01/50	$	219,064
	350,700	Loan ID 201772	Fixed	8.1250		03/01/50		368,235
	753,632	Loan ID 201773	ARM	5.5000		06/01/49		768,705
	710,532	Loan ID 201776	Fixed	6.6250		01/01/50		724,742
	124,912	Loan ID 201777	Fixed	5.8750		04/01/49		127,411
	250,000	Loan ID 201779	Fixed	10.5000		07/01/22		255,000
	442,725	Loan ID 201780	Fixed	6.1250		04/01/50		450,056
	124,600	Loan ID 201783	Interest Only	7.5000		09/01/25		129,073
	307,079	Loan ID 201784	Fixed	6.7500		04/01/50		322,433
	273,000	Loan ID 201785	Interest Only	8.0000		08/31/23		286,650
	935,000	Loan ID 201787	ARM	6.3460		03/01/60		953,700
	253,485	Loan ID 201795	Interest Only	7.5000		10/31/25		266,159
	247,000	Loan ID 201797	Fixed	10.9900		12/01/21		247,000
	752,300	Loan ID 201800	Interest Only	7.5000		12/31/23		739,746
	36,152	Loan ID 201802	Fixed	4.2500		10/01/29		33,944
	26,450	Loan ID 201803	Fixed	7.0500		09/01/34		26,979
	174,777	Loan ID 201804	Fixed	4.0000		03/01/58		175,825
	109,410	Loan ID 201805	Fixed	4.3750		08/01/59		111,342
	27,848	Loan ID 201806	DSI	9.0000		06/01/26		28,405
	72,101	Loan ID 201807	Fixed	5.0000		08/01/43		64,962
	119,383	Loan ID 201808	Fixed	3.8750		06/01/60		119,319
	164,554	Loan ID 201809	Fixed	3.7500		11/01/59		161,272
	75,137	Loan ID 201810	Fixed	3.7500		02/01/42		73,927
	62,120	Loan ID 201811	DSI	11.8300		05/01/35		63,362
	32,160	Loan ID 201812	Fixed	9.2400		02/01/27		32,803
	75,885	Loan ID 201813	DSI	6.0000		01/01/39		55,405
	49,550	Loan ID 201814	DSI	7.7400		03/01/33		50,541
	67,273	Loan ID 201815	Fixed	8.0000		09/01/33		68,619
	51,896	Loan ID 201816	Fixed	4.6250		04/01/29		49,301
	98,437	Loan ID 201817	Fixed	4.1250		10/01/34		98,576
	57,205	Loan ID 201818	Fixed	10.3900		12/01/41		58,349
	54,618	Loan ID 201819	Fixed	3.8750		11/01/29		54,627
	94,726	Loan ID 201820	Fixed	3.7500		01/01/60		94,121
	67,267	Loan ID 201821	Fixed	6.4500		05/01/30		68,613

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	48,649	Loan ID 201822	DSI	8.9200		01/01/36	$	45,696
	72,775	Loan ID 201823	Fixed	9.6250		03/01/40		73,820
	278,604	Loan ID 201824	DSI	8.5000		10/01/37		277,322
	126,203	Loan ID 201825	Fixed	3.8750		03/01/40		115,970
	62,828	Loan ID 201826	Fixed	8.4980		11/01/30		64,085
	31,131	Loan ID 201827	Fixed	10.7800		03/01/26		31,753
	29,411	Loan ID 201828	Fixed	8.2490		10/01/30		29,999
	111,631	Loan ID 201829	DSI	10.4600		08/01/37		113,864
	33,034	Loan ID 201830	DSI	10.5550		10/01/26		33,695
	62,633	Loan ID 201831	DSI	11.1100		02/01/38		63,885
	53,852	Loan ID 201832	Fixed	6.2500		06/01/34		41,617
	38,088	Loan ID 201833	DSI	12.6790		06/01/23		38,850
	60,835	Loan ID 201834	DSI	9.1500		04/01/38		62,052
	37,829	Loan ID 201835	DSI	7.5000		01/01/27		38,585
	29,250	Loan ID 201836	DSI	8.8360		07/01/27		29,835
	46,391	Loan ID 201837	DSI	6.9960		09/01/31		47,319
	46,394	Loan ID 201838	DSI	9.0700		07/01/27		47,322
	43,442	Loan ID 201839	DSI	11.1100		08/01/39		44,311
	67,521	Loan ID 201840	DSI	10.8700		10/01/41		68,871
	42,079	Loan ID 201841	Fixed	10.0600		05/01/25		42,920
	73,353	Loan ID 201842	DSI	11.0300		03/01/28		74,820
	35,069	Loan ID 201843	Fixed	9.1800		08/01/31		35,771
	48,441	Loan ID 201844	DSI	11.4900		11/01/28		49,410
	21,497	Loan ID 201845	DSI	7.0000		02/01/24		21,927
	42,777	Loan ID 201846	Fixed	8.4960		05/01/34		43,633
	127,408	Loan ID 201847	Fixed	2.3750		06/01/33		115,711
	54,776	Loan ID 201848	DSI	4.2900		11/01/32		55,872
	52,125	Loan ID 201849	DSI	4.4800		06/01/35		53,167
	93,944	Loan ID 201850	Fixed	4.6250		10/01/42		94,617
	124,298	Loan ID 201851	DSI	4.5000		08/30/23		126,784
	95,923	Loan ID 201853	DSI	4.9100		02/01/34		97,842
	85,998	Loan ID 201855	DSI	4.3900		07/01/36		87,718
	46,194	Loan ID 201856	Fixed	7.9000		06/01/37		41,302
	51,835	Loan ID 201857	Fixed	3.2500		04/01/35		42,985

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	368,606	Loan ID 201858	Fixed	4.6250		02/01/59	$	375,978
	592,500	Loan ID 201859	Interest Only	7.5000		12/31/25		604,350
	123,867	Loan ID 201861	Fixed	5.0000		05/01/40		123,867
	22,916	Loan ID 201862	DSI	10.0000		05/01/27		23,375
	21,273	Loan ID 201864	DSI	7.0560		01/01/35		21,699
	28,236	Loan ID 201865	Fixed	6.4990		01/01/32		28,801
	52,575	Loan ID 201866	Fixed	4.8750		01/01/44		53,175
	34,371	Loan ID 201867	DSI	4.2300		12/01/32		33,734
	55,468	Loan ID 201868	DSI	7.5360		09/01/34		52,695
	18,611	Loan ID 201869	DSI	8.3900		07/01/24		18,983
	15,264	Loan ID 201870	DSI	9.4800		02/01/23		15,569
	9,467	Loan ID 201871	Fixed	9.9700		05/01/26		9,656
	34,703	Loan ID 201872	DSI	8.1000		09/01/38		35,397
	17,235	Loan ID 201873	Fixed	6.6480		02/01/27		17,580
	25,272	Loan ID 201874	DSI	10.5400		05/01/27		25,778
	9,489	Loan ID 201875	Fixed	10.9800		06/01/30		9,679
	15,667	Loan ID 201876	Fixed	8.3100		02/01/27		15,980
	7,672	Loan ID 201877	DSI	9.8300		11/01/28		7,825
	27,132	Loan ID 201878	DSI	9.0500		08/01/24		27,675
	12,872	Loan ID 201879	Fixed	9.3100		10/01/26		13,130
	21,434	Loan ID 201881	DSI	4.5900		05/01/26		21,343
	11,151	Loan ID 201882	Fixed	8.3100		04/01/27		11,374
	29,352	Loan ID 201883	Fixed	4.6250		06/01/33		29,575
	9,545	Loan ID 201884	DSI	11.3890		02/01/22		9,736
	21,532	Loan ID 201885	Fixed	5.0000		05/01/34		21,963
	6,114	Loan ID 201886	Fixed	10.6080		12/01/22		6,236
	41,975	Loan ID 201887	Fixed	6.2500		01/01/42		42,815
	20,430	Loan ID 201889	DSI	9.4990		02/01/39		20,839
	9,370	Loan ID 201890	Fixed	4.5000		11/01/25		9,422
	17,466	Loan ID 201891	Fixed	10.2900		07/01/26		17,815
	15,121	Loan ID 201892	DSI	9.9600		06/01/23		15,424
	31,794	Loan ID 201893	DSI	5.0400		06/01/26		32,421
	13,421	Loan ID 201895	Fixed	9.6900		05/01/26		13,689
	8,225	Loan ID 201896	Fixed	9.6800		09/01/25		8,389

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	18,550	Loan ID 201897	Fixed	8.2800		03/01/27	$	18,921
	13,992	Loan ID 201898	Fixed	10.3120		10/01/26		14,271
	17,460	Loan ID 201899	DSI	10.5000		10/01/24		17,809
	15,121	Loan ID 201900(a)	DSI	12.1320		01/29/19		14,365
	20,906	Loan ID 201901	DSI	8.7360		09/01/28		19,861
	16,496	Loan ID 201902	Fixed	10.5480		10/01/26		16,826
	16,937	Loan ID 201904	DSI	10.1900		08/01/29		17,275
	10,318	Loan ID 201905	DSI	10.8900		01/01/24		10,525
	17,694	Loan ID 201906	DSI	10.2100		07/01/23		18,048
	71,333	Loan ID 201907	Fixed	9.8540		09/01/30		67,766
	25,237	Loan ID 201908	DSI	11.6160		09/01/27		25,742
	53,847	Loan ID 201909	DSI	9.2400		07/01/33		54,924
	11,506	Loan ID 201910	DSI	6.0000		07/01/26		11,736
	16,544	Loan ID 201911	DSI	7.9990		07/01/31		16,875
	38,821	Loan ID 201912	Fixed	7.7500		08/01/34		36,880
	7,856	Loan ID 201913	Fixed	9.3100		11/01/26		8,013
	25,475	Loan ID 201914	DSI	9.3260		08/01/26		25,984
	5,053	Loan ID 201915	Fixed	3.7500		07/01/25		4,882
	94,300	Loan ID 201916	Fixed	3.7500		05/01/38		93,323
	101,214	Loan ID 201923	Fixed	10.9900		03/01/26		103,238
	221,300	Loan ID 201924	Interest Only	7.5000		02/28/26		232,365
	345,000	Loan ID 201925	Interest Only	7.0000		02/29/24		298,394
	187,946	Loan ID 201926	Fixed	11.9900		03/01/22		191,705
	302,906	Loan ID 201927	Fixed	8.9900		04/01/51		308,964
	1,610,000	Loan ID 201928	ARM	7.8750		04/01/50		1,642,200
	393,750	Loan ID 201929	Fixed	8.9900		04/01/23		401,625
	297,970	Loan ID 201930	Fixed	8.9900		04/01/51		303,929
	283,500	Loan ID 201933	Interest Only	7.5000		04/30/26		297,675
	305,000	Loan ID 201934	Fixed	9.0000		05/01/22		305,000
	239,613	Loan ID 201935	Fixed	10.5000		05/01/26		244,406
	164,635	Loan ID 201936	Fixed	8.9900		05/01/51		167,927
	360,000	Loan ID 201937	Interest Only	7.0000		04/30/24		367,200
	471,081	Loan ID 201938	Fixed	7.4900		05/01/51		480,503
	2,792,726	Loan ID 201939	Fixed	6.7500		05/01/51		2,525,425

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	69,298	Loan ID 201940	Fixed	5.2500		06/20/50	$	69,080
	242,085	Loan ID 201941	Fixed	5.1250		12/01/48		170,126
	124,114	Loan ID 201942	Fixed	5.0000		06/01/50		124,108
	100,604	Loan ID 201943	Interest Only	7.0000		05/31/24		102,616
	196,000	Loan ID 201944	Interest Only	8.0000		05/31/24		205,800
	170,000	Loan ID 201945	Fixed	8.9900		06/01/22		170,000
	219,000	Loan ID 201946	Fixed	9.9900		05/01/22		219,000
	352,284	Loan ID 201947	Fixed	7.2500		12/01/37		355,706
	141,343	Loan ID 201948	Fixed	4.2500		06/01/34		140,378
	87,240	Loan ID 201949	Fixed	5.5000		03/01/24		82,878
	181,809	Loan ID 201950	Fixed	6.5000		10/01/26		171,868
	11,740	Loan ID 201951	Fixed	7.2500		03/01/24		11,153
	11,417	Loan ID 201952	Fixed	7.2500		03/01/24		10,846
	11,846	Loan ID 201953	Fixed	6.5000		03/01/24		11,254
	30,284	Loan ID 201954	Fixed	6.7500		03/01/24		28,769
	208,200	Loan ID 201955	Fixed	7.7500		03/01/51		202,340
	318,754	Loan ID 201956	Fixed	8.2500		03/01/51		298,492
	404,989	Loan ID 201957	Fixed	8.9900		06/01/26		320,529
	150,000	Loan ID 201958	Fixed	8.9900		05/01/23		153,000
	499,173	Loan ID 201959	Fixed	8.9900		06/01/31		509,156
	222,000	Loan ID 201960	Interest Only	7.5000		05/31/26		232,899
	157,500	Loan ID 201961	Interest Only	7.0000		05/31/23		165,375
	230,441	Loan ID 201962	Fixed	9.9900		06/01/26		235,049
	85,697	Loan ID 201963	Fixed	10.4900		06/01/26		87,411
	213,014	Loan ID 201965	Fixed	8.0000		05/01/38		202,363
	380,819	Loan ID 201966	Fixed	7.0000		01/01/27		361,778
	91,705	Loan ID 201967	Fixed	7.0000		03/01/43		78,477
	254,304	Loan ID 201968	Fixed	6.0000		03/01/43		259,391
	302,013	Loan ID 201969	Fixed	8.2500		04/01/51		306,543
	174,000	Loan ID 201971	Fixed	9.4900		07/01/23		177,480
	153,666	Loan ID 201972	Fixed	8.9900		07/01/26		156,739
	204,775	Loan ID 201973	Fixed	8.9900		07/01/31		208,870
	168,000	Loan ID 201974	Interest Only	8.0000		06/30/24		176,400
	79,871	Loan ID 201976	Fixed	9.4900		07/01/31		81,468

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal				Coupon Rate
Amount ($)			Loan Type	(%)	Maturity		Fair Value
		LOANS — 93.9% (Continued)
		MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	148,060	Loan ID 201977	Fixed	8.7500		06/01/51	$	129,849
	156,750	Loan ID 201978	Fixed	9.9900		08/01/23		159,885
	240,000	Loan ID 201979	Fixed	10.9900		08/01/22		240,000
	187,925	Loan ID 201980	Fixed	10.5000		08/01/26		191,684
	244,375	Loan ID 201981	Fixed	9.9900		08/01/22		244,375
	198,750	Loan ID 201982	Fixed	8.9900		08/01/22		198,750
	304,865	Loan ID 201983	Fixed	9.9900		08/01/26		310,962
	162,411	Loan ID 201984	Fixed	8.9900		08/01/26		165,659
	496,000	Loan ID 201985	Interest Only	9.0000		07/31/24		505,920
	222,000	Loan ID 201986	Interest Only	7.5000		06/30/26		233,100
	146,300	Loan ID 201987	Interest Only	7.5000		06/30/26		153,615
	142,500	Loan ID 201988	Interest Only	7.0000		07/31/24		149,625
	176,000	Loan ID 201989	Fixed	9.5000		09/01/22		176,000
	202,389	Loan ID 201990	Fixed	8.9900		08/01/51		206,437
	249,863	Loan ID 201991	Fixed	8.9900		08/01/31		254,860
	296,119	Loan ID 201992	Fixed	9.9900		08/01/26		302,041
	161,162	Loan ID 201993	Fixed	8.9900		08/01/31		164,385
	198,750	Loan ID 201994	Fixed	9.9900		09/01/24		202,725
	161,250	Loan ID 201995	Fixed	8.9900		09/01/22		164,475
	311,250	Loan ID 201996	Fixed	8.9900		09/01/23		317,475
	225,000	Loan ID 201997	Fixed	9.0000		09/01/23		229,500
	138,750	Loan ID 201998	Fixed	8.9900		09/01/22		138,750
	1,034,500	Loan ID 201999	Interest Only	7.5000		08/31/26		839,445
	198,800	Loan ID 202000	Interest Only	7.0000		08/31/24		208,740
	360,000	Loan ID 202001	Interest Only	7.5000		08/31/26		304,195
	122,500	Loan ID 202002	Interest Only	7.0000		08/31/24		128,625
	153,000	Loan ID 202003	Interest Only	7.0000		08/31/24		160,650
	472,000	Loan ID 202004	Fixed	8.2500		09/01/24		481,440
	84,500	Loan ID 202005	Fixed	9.9900		09/01/36		86,190

VERTICAL CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2021

Principal			Coupon Rate
Amount ($)		Loan Type	(%)	Maturity	Fair Value
	LOANS — 93.9% (Continued)
	MORTGAGE LOANS (PRIVATE) — 93.9% (Continued)
	TOTAL LOANS (Cost $102,731,279)				$	113,855,799
	OTHER INVESTMENTS(b) (Cost $177,074) – 0.1%					160,749
	TOTAL INVESTMENTS – 94.0% (Cost $102,908,353)				$	114,016,548
	OTHER ASSETS IN EXCESS OF LIABILITIES - 6.0%					7,307,380
	NET ASSETS - 100.0%				$	121,323,928

ARM - Adjustable Rate Mortgage

DSI - Daily Simple Interest

^(a) Loan is in loss mitigation, which means the Fund is restructuring the loan with the delinquent borrower.

^(b) Illiquid Securities, non-income producing defaulted securities.

See accompanying notes which are an integral part of these financial statements.

Vertical Capital Income Fund

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2021

Assets:
Investments in Securities at Market Value (identified cost $102,908,353)	$	114,016,548
Cash		4,628,425
Receivable for Investment Securities Sold and Principal Paydowns		3,148,317
Interest Receivable		1,357,624
Prepaid Expenses and Other Assets		457,723
Total Assets		123,608,637
Liabilities:
Line of Credit		1,923,022
Accrued Advisory Fees		133,462
Related Party Payable		16,975
Payable for Securities Purchased		1,786
Accrued Expenses and Other Liabilities		209,464
Total Liabilities		2,284,709
Net Assets	$	121,323,928
Net Assets consisted of:
Paid-in-Capital	$	108,668,945
Accumulated Earnings		12,654,983
Net Assets	$	121,323,928
Net Asset Value Per Share
Net Assets	$	121,323,928
Shares of Beneficial Interest Outstanding (no par value)		10,380,003
Net Asset Value (Net Assets/Shares Outstanding)	$	11.69

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

Vertical Capital Income Fund

STATEMENT OF OPERATIONS

For the Year Ended September 30, 2021

Investment Income:
Interest Income	$	7,935,400
Total Investment Income		7,935,400
Expenses:
Investment Advisory Fees		1,541,131
Security Servicing Fees		492,998
Interest Expense		451,349
Insurance Expense		255,411
Audit Fees		176,946
Administration Fees		146,323
Trustees’ Fees		145,281
Legal Fees		130,650
Transfer Agent Fees		81,595
Custody Fees		66,791
Chief Compliance Officer Fees		56,175
Fund Accounting Fees		51,186
Security Pricing Expense		35,997
Printing Expense		23,986
Line of Credit Fees		14,841
Miscellaneous Expenses		84,353
Total Expenses		3,755,013
Less: Expenses Waived by Adviser		(203,867	)
Net Expenses		3,551,146
Net Investment Income		4,384,254
Net Realized and Unrealized Gain/Loss on Investments:
Net Realized Gain from:
Investments		5,719,044
Net Change in Unrealized Depreciation on:
Investments		(2,319,580	)
Net Realized and Unrealized Gain on Investments		3,399,464
Net Increase in Net Assets Resulting From Operations	$	7,783,718

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, 2021			September 30, 2020
Operations:
Net Investment Income	$	4,384,254		$	3,761,422
Net Realized Gain from Investments		5,719,044			2,487,468
Net Change in Unrealized Depreciation on Investments		(2,319,580	)		(7,717,790	)
Net Increase/Decrease in Net Assets Resulting From Operations		7,783,718			(1,468,900	)
Distributions to Shareholders From:
Total Distributions Paid		(11,494,103	)		(5,441,643	)
Total Distributions to Shareholders		(11,494,103	)		(5,441,643	)
Beneficial Interest Transactions:
Proceeds from Shares Issued:		—			—
Distributions Reinvested:		—			—
Cost of Shares Redeemed:		—			—
Net Decrease in Net Assets from Beneficial Interest Transactions		—			—
Total Decrease in Net Assets		(3,710,385	)		(6,910,543	)
Net Assets:
Beginning of Period/Year		125,034,313			131,944,856
End of Period/Year	$	121,323,928		$	125,034,313
Share Activity
Shares Sold		—			—
Shares Reinvested		—			—
Shares Redeemed		—			—
Net Decrease in Shares of Beneficial Interest Outstanding		—			—

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, 2021

Increase in Cash
Cash Flows Provided by (Used for) Operating Activities:
Net Increase in Net Assets Resulting from Operations	$	7,783,718
Adjustments to Reconcile Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used for) Operating Activities:
Purchases of Long-Term Portfolio Investments		(34,437,508	)
Proceeds from Sale of Long-Term Portfolio Investments and Principal Paydowns		55,573,370
Decrease in Interest Receivable		127,625
Decrease in Receivable for Investment Securities Sold and Principal Paydowns		552,347
Increase in Prepaid Expenses and Other Assets		(155,801	)
Decrease in Payable for Securities Purchased		(686,148	)
Decrease in Accrued Advisory Fees		(15,003	)
Increase in Related Party Payable		981
Decrease in Accrued Expenses and Other Liabilities		(6,426	)
Amortization of Deferred Financing Fees		14,841
Net Amortization on Investments		(903,530	)
Net Realized Gain on Investments		(5,719,044	)
Change in Unrealized Depreciation on Investments		2,319,580
Net Cash Provided by Operating Activities		24,449,002
Cash Flows Provided by (Used for) Financing Activities:
Dividends Paid to Shareholders		(11,494,103	)
Deferred Financing Costs		(91,819	)
Proceeds from Line of Credit		15,500,000
Payments on Line of Credit		(26,500,000	)
Net Cash Used for Financing Activities		(22,585,922	)
Net Increase in Cash		1,863,080
Cash at Beginning of Period		2,765,345
Cash at End of Period	$	4,628,425
Cash Paid for Interest of $451,407

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, 2021			September 30, 2020			September 30, 2019			September 30, 2018			September 30, 2017
Net Asset Value, Beginning of Year	$	12.05		$	12.71		$	12.23		$	12.34		$	12.49
From Operations:
Net investment income (a)		0.42			0.36			0.30			0.43			0.39
Net gain (loss) from investments (both realized and unrealized)		0.33			(0.50	)		0.72			0.06			(0.04	) (b)
Total from operations		0.75			(0.14	)		1.02			0.49			0.35
Distributions to shareholders from:
Net investment income		(0.89	)		(0.33	)		(0.34	)		(0.39	)		(0.40	)
Net realized gains		(0.22	)		(0.19	)		(0.20	)		(0.21	)		(0.10	)
Total distributions		(1.11	)		(0.52	)		(0.54	)		(0.60	)		(0.50	)
Net Asset Value, End of Year	$	11.69		$	12.05		$	12.71		$	12.23		$	12.34
Market Price, End of Year	$	10.49		$	9.93		$	10.68			N/A			N/A
Total Return-NAV (c)		6.52	%		(1.09	)%		8.62	%		4.03	%		2.81	%
Total Return-Market Price (c)		17.59	%		(2.99	)%		(8.73	)%		NA			NA
Ratios/Supplemental Data
Net assets, end of Year (in 000’s)	$	121,324		$	125,034		$	131,945		$	137,659		$	160,630
Ratio of gross expenses to average net assets (d)		3.05	%		3.06	%		3.87	% (f)		3.03	% (e)		2.74	% (e)
Ratio of net expenses to average net assets (d)		2.88	%		2.73	%		3.34	% (f)		2.09	% (e)		2.04	% (e)
Ratio of net investment income to average net assets (d)		3.56	%		2.95	%		2.43	% (f)		3.52	% (e)		3.24	% (e)
Portfolio turnover rate		14.73	%		20.13	%		7.12	%		5.11	%		17.69	%
Loan Outstanding, End of Year (000s)	$	1,923		$	13,000		$	2,355		$	6,664		$	—
Asset Coverage Ratio for Loan Outstanding (g)		6409	%		1062	%		5702	%		2167	%		0	%
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding (g)	$	64,090		$	10,618		$	53,778		$	20,680		$	—
Weighted Average Loans Outstanding (000s) (h)	$	10,788		$	9,796		$	7,500		$	4,500		$	14,368
Weighted Average Interest Rate on Loans Outstanding		3.75	%		3.79	%		5.14	%		4.69	%		3.88	%

(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 0.41%, 0.46%, 0.48%, 0.46%, 0.24%, and 0.14% for the years ended September 30, 2021, 2020, 2019, 2018, and 2017, respectively, that attributed to interest expenses and fees.

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

(f) Ratio includes 0.77% for the year ended September 30, 2019 that attributed to reorganization (NYSE listing) expenses and contested proxy 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, 2021

1. ORGANIZATION

Vertical Capital Income Fund (the “Fund”), was organized as a Delaware statutory trust on April 8, 2011 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, closed- end management investment company. The investment objective of the Fund is to seek income. The Fund currently has one class of shares which commenced operations on December 30, 2011. Prior to March 29, 2019, the Fund offered shares at net asset value plus a maximum sales charge of 5.75%. Oakline Advisors, LLC (the “Advisor”), serves as the Fund’s investment adviser.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards 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 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.

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

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2021

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 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.

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, 2021, 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

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2021

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, 2021 for the Fund’s assets measured at fair value:

Assets	Level 1		Level 2		Level 3		Total
Mortgage Notes	$	—	$	—	$	113,855,799	$	113,855,799
Other Investments		—		—		160,749		160,749
Total	$	—	$	—	$	114,016,548	$	114,016,548

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	$	130,311,594		$	537,822		$	130,849,416
Net realized gain (loss)		5,708,894			10,150			5,719,044
Change in unrealized appreciation		(2,413,112	)		93,532			(2,319,580	)
Cost of purchases		34,437,508			—			34,437,508
Proceeds from sales and principal paydowns		(55,469,688	)		(103,682	)		(55,573,370	)
Purchase discount amortization		903,530			—			903,530
Net Transfers within level 3		377,073			(377,073	)		—
Ending balance	$	113,855,799		$	160,749		$	114,016,548

The total change in unrealized depreciation included in the Statement of Operations attributable to Level 3 investments still held at September 30, 2021 is $2,317,276.

The following table provides quantitative information about the Fund’s Level 3 values, as well as its inputs, as of September 30, 2021. The table is not all-inclusive, but provides information on the significant Level 3 inputs:

	Value		Valuation Technique	Unobservable Inputs	Range of Unobservable Inputs	Weighted Average of Unobservable Inputs
Mortgage Notes	$	113,855,799	Comprehensive pricing model with emphasis on discounted cash flows	Constant prepayment rate	0 - 100.0%	15.8%
				Deliquency	0 - 1,125 days	31 days
				Loan-to-Value	3.0 - 667.4%	83.5%
				Discount Rate	2.0 - 23.2%	4.8%
Other Investments		160,749	Market comparable	Sales prices	$26 - $69 sq/ft	$49.3 sq/ft
Closing Balance	$	114,016,548

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2021

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 21, 2021, the Fund entered into an amended and restated 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 amended and restated agreement was the lesser of $35 million or 75% of the eligible portion of the Fund’s loans. Borrowings under the amended and restated Nexbank agreement bear interest at a rate equal to the Prime Rate plus applicable margin of 0.5%, per annum, on the outstanding principal balance. The Nexbank agreement matures on July 19, 2022 and has two one-year extensions available. The Nexbank agreement is secured by assets of the Fund.

During the year ended September 30, 2021 the Fund incurred deferred financing fees of $91,819. Accumulated amortization of deferred financing fees was $14,841. The average amount of borrowing outstanding for the period was $10,788,462 and the total interest expense was $451,349. The outstanding balance under the NexBank line of credit was $2,000,000 at September 30, 2021.

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 2018 - 2020 tax returns, which remain open for examination, or expected to be taken in the Fund’s 2021 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, 2021.

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2021

Distributions to Shareholders – Distributions from investment income and capital gains, if any, are declared and paid monthly and are recorded on the ex-dividend date. 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, 2021.

4. INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

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

Advisory Fees - Pursuant to an Advisory Agreement with the Fund, the Advisor, under the oversight of the Board, directs certain of the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 1.25% of the average daily net assets of the Fund. For the six months ended September 30, 2021 the Advisor earned advisory fees of $1,541,131.

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 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 through September 30, 2021. This agreement has been extended through September 30, 2022 at 2.50%. 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,

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2021

2021, the Advisor waived advisory fees of $203,867. Expenses subject to recapture by the Advisor amounted to $692,741 that will expire on September 30, 2022, and $428,908 that will expire on September 30, 2023, and $203,867 that will expire on September 30, 2024.

Effective January 8, 2021, Katherine Hawkins, the Advisor’s Senior Vice President assumed the role of Portfolio Manager. Ms. Hawkins has been with the Advisor for approximately six years and with Behringer, the Advisor’s parent company, for eight years. Ms. Hawkins succeeded Robert J. Chapman in the role of Portfolio Manager. Mr. Chapman retired as Trustee, Chairman of the Board of Trustees, Treasurer, and Portfolio Manager, effective January 8, 2021.

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

Ultimus Fund Solutions, LLC (“UFS”) – UFS provides administration and fund accounting services to the Fund. Pursuant to a separate servicing agreement with UFS, the Fund pays UFS customary fees for providing administration and fund accounting services to the Fund. Certain officers of the Fund are also officers of UFS, and are not paid any fees directly by the Fund for serving in such capacities. For the year ended September 30, 2021 UFS earned $197,509.

Northern Lights Compliance Services, LLC (“NLCS”) – NLCS, an affiliate of UFS, 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, 2021 NLCS earned $56,175.

Blu Giant, LLC (“Blu Giant”) – Blu Giant, an affiliate of UFS, 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, 2021 Blu Giant earned $12,920.

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, 2021 amounted to $34,437,508 and $55,573,370 respectively.

6. 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 $102,908,823 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized Appreciation	$	13,460,105
Unrealized Depreciation		(2,352,380	)
Tax Net Unrealized Appreciation		11,107,725

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2021

The tax character of distributions paid during the fiscal years ended September 30, 2021 and September 30, 2020 was as follows:

	Fiscal Year Ended		Fiscal Year Ended
	September 30, 2021		September 30, 2020
Ordinary Income	$	5,689,472	$	3,432,074
Long-Term Capital Gain		5,804,631		2,009,569
Return of Capital		—		—
	$	11,494,103	$	5,441,643

As of September 30, 2021, 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)
$	—	$	1,547,258	$	—	$	—	$	—	$	11,107,725	$	12,654,983

7. MARKET RISK AND CORONAVIRUS

Unexpected local, regional or global events, such as war; acts of terrorism; financial, political or social disruptions; natural, environmental or man-made disasters; the spread of infectious illnesses or other public health issues; and recessions and depressions could have a significant impact on the Fund and its investments and may impair market liquidity. Such events can cause investor fear, which can adversely affect the economies of nations, regions and the market in general, in ways that cannot necessarily be foreseen. An outbreak of infectious respiratory illness known as COVID-19, which is caused by a novel coronavirus (SARS-CoV-2), was first detected in China in December 2019 and subsequently spread globally. This coronavirus has resulted in, among other things, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, significant disruptions to business operations, market closures, cancellations and restrictions, supply chain disruptions, lower consumer demand, and significant volatility and declines in global financial markets, as well as general concern and uncertainty. The impact of COVID-19 has adversely affected, and other infectious illness outbreaks that may arise in the future could adversely affect, the economies of the U.S., many other nations and the entire global economy, as well as individual mortgage note borrowers and capital markets in ways that cannot necessarily be foreseen. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in the U.S., certain other countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.

8. 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 evaluated subsequent events through November 29, 2021, which is the date of these financial statements, and determined that no events or transactions occurred requiring adjustment or disclosure in the 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 schedule of investments, as of September 30, 2021, 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 five 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, 2021, and 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 five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
	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 Fund 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 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, 2021 by correspondence with the custodian and brokers. Our audits also included evaluating
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.

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 29, 2021

Supplemental Information (Unaudited)

CURRENT INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT POLICIES AND PRINCIPAL RISKS OF THE FUND

Investment Objective and Policies

The Fund’s investment objective is to seek income. The Fund pursues its investment objective by investing primarily in individual interest income-producing debt securities secured by residential real estate (i.e., mortgage loans made to individual borrowers that are represented by a note (the “security”) and a security agreement in the form of a mortgage or deed of trust). These notes are typically sold individually or in groups or packages, all of which are difficult to value. The Fund acquires loans with varying terms and structures, levels of borrower equity and credit profiles. The Fund does not limit the allocation of Fund assets in performing loans along the dimensions of terms and structures, borrower equity, and credit profiles. Up to 10% of the loans the Fund acquires may be delinquent or in default at the time of acquisition. The Fund will not purchase loans that currently are in foreclosure; however, loans acquired by the Fund may go into foreclosure subsequent to acquisition by the Fund. In addition, the Fund may invest up to approximately 10% of its assets in loans that are classified as “sub-prime” at the time of purchase by the Fund. The Fund does not invest in foreign securities.

The Fund defines the individual borrowers issuing these types of mortgage-related notes as a type of industry. Therefore, the Fund concentrates investments in the mortgage-related industry because, under normal circumstances, it invests over 25% of its assets in mortgage-related securities. This policy is fundamental and may not be changed without shareholder approval.

Principal Risk Factors

Investing in the Fund involves risks, including the risk that you may receive little or no return on your investment or that you may lose part or all of your investment.

Borrower Risk. A specific security can perform differently from the market as a whole for reasons related to the borrower, such as an individual’s economic situation. Compared to investment companies that focus only on securities issued by large capitalization companies, the Fund’s net asset value may be more volatile because it invests in notes of individuals. Individuals issuing notes secured by residential real estate are more likely to suffer sudden financial reversals such as (i) job loss, (ii) depletion of savings or (iii) loss of access to refinancing opportunities. Further, compared to securities issued by large companies, notes issued by individuals are more likely to experience more significant changes in market values, be harder to sell at times and at prices that the Adviser believes appropriate, and offer greater potential for losses.

Concentration Risk. Because the Fund will invest more than 25% of its assets in the mortgage-related industry, the Fund will be subject to greater volatility risk than a fund that is not concentrated in a single industry. The Fund’s investments may be concentrated in regions or states, which exposes the Fund to region- or state-specific economic risks.

Supplemental Information (Unaudited)(Continued)

Credit Risk. Individual borrowers may not make scheduled interest and principal payments, resulting in losses to the Fund. In addition, the credit quality of securities may be lowered if a borrower’s financial condition deteriorates, which tends to increase the risk of default and decreases a note’s value. Weak or declining general economic conditions tend to increase default risk. Lower-quality notes, such as those considered “sub-prime” by the Adviser are more likely to default than those considered “prime” by the Adviser or a rating evaluation agency or service provider. An economic downturn or period of rising interest rates could adversely affect the market for sub-prime notes and reduce the Fund’s ability to sell these securities. The lack of a liquid market for these securities could decrease the Fund’s share price. Additionally, borrowers may seek bankruptcy protection which would delay resolution of security holder claims and may eliminate or materially reduce liquidity.

Defaulted Securities Risk. Defaulted securities lack liquidity and may have no secondary market for extended periods. Defaulted securities may have low recovery values and defaulting borrowers may seek bankruptcy protection which would delay resolution of the Fund’s claims. The Fund anticipates a significant likelihood of default by mortgage-related borrowers.

Fixed Income Risk. Typically, a rise in interest rates causes a decline in the value of fixed income securities. Rising interest rates tend to increase the likelihood of borrower default.

Leverage Risk. The use of leverage by borrowing money to purchase additional securities causes the Fund to incur additional expenses and will magnify losses in the event of underperformance of the securities purchased with borrowed money. In addition, a lender to the Fund may terminate or refuse to renew any credit facility. If the Fund is unable to access additional credit, it may be forced to sell investments at inopportune times, which may further depress the returns of the Fund.

Liquidity Risk. The Fund’s investments 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.

Management Risk. The Adviser’s judgments about the attractiveness, value and potential appreciation of a particular real estate segment and securities in which the Fund invests may prove to be incorrect and may not produce the desired results.

Market Risk. An investment in the Fund’s shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in the Fund’s shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. The Fund’s borrowing costs, if any, will increase when interest rates rise. Additionally, unexpected local, regional or global events, such as war; acts of

Supplemental Information (Unaudited)(Continued)

terrorism; financial, political or social disruptions; natural, environmental or man-made disasters; the spread of infectious illnesses or other public health issues (such as the global pandemic coronavirus disease 2019 (COVID-19)); and recessions and depressions could have a significant impact on the Fund and its investments and may impair market liquidity. Such events can cause investor fear, which can adversely affect the economies of nations, regions and the market in general, in ways that cannot necessarily be foreseen.

Prepayment Risk. Securities may be subject to prepayment risk because borrowers are typically able to prepay principal. Consequently, a security’s maturity may be longer or shorter than anticipated. When interest rates fall, obligations tend to be paid off more quickly than originally anticipated and the Fund may have to invest the prepaid proceeds in securities with lower yields. When interest rates rise, obligations will tend to be paid off by the obligor more slowly than anticipated, preventing the Fund from reinvesting at higher yields.

Real Estate Risk. 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. The value of residential real estate collateral is affected by:

(i)	changes in general economic and market conditions including changes in employment;
(ii)	changes in the value of real estate properties generally;
(iii)	local economic conditions, overbuilding and increased competition;
(iv)	increases in property taxes and operating expenses;
(v)	changes in zoning laws;
(vi)	casualty and condemnation losses including environment remediation costs;
(vii)	variations in rental income, neighborhood values or the appeal of property to tenants or potential buyers;
(viii)	the availability of financing;
(ix)	changes in interest rates and available borrowing leverage; and
(x)	natural disasters.

Servicer Risk. Because the Fund engages servicers to collect payments from borrowers, there is a risk that payments to the Fund will be delayed if a servicer fails to perform its functions or fails to perform them in a timely manner. If a servicer becomes insolvent or the Fund otherwise decides to move to a new servicer, the Fund will incur expenses in transferring servicing duties to a new servicer and borrower delinquencies would likely rise during a transition.

The Adviser may invest up to 10% of the Fund’s assets in notes secured by commercial real estate. The Adviser selects securities by evaluating the issuer’s credit quality and the potential liquidation value of the commercial real estate collateral securing the issuer’s debt obligation. When evaluating credit quality the Adviser uses an underwriting model that takes into account the following factors, but may also take into consideration others:

Supplemental Information (Unaudited)(Continued)

Commercial Issuers

● Issuer payment history including delinquencies and defaults

● Issuer credit report

● Security’s interest rate

● Issuer total debt service load and total fixed costs

● Tenant quality and lease roll-over

● Local market competition

● Projected vacancy rate

● Title search of property to assure clear title by issuer

When evaluating commercial real estate collateral’s potential liquidation value the Adviser uses a collateral valuation underwriting model that may take into account the following factors, but may also take into consideration others:

● Current property value as established by an independent broker’s price opinion

● State laws pertaining to mortgages in that domicile

● Local real estate trends around the respective property

● Potential environmental remediation costs at site

● Estimated foreclosure value for the property

Even though the Adviser re- evaluates each issuer’s ability to pay, it nonetheless anticipates a significant likelihood of default by issuers because of difficult-to-predict economic events. The Adviser expects to resolve or forestall defaults primarily by renegotiating note terms to lower interest and/or principal payments so that an issuer can resume payments on its note. The Adviser also may enter into an agreement with the issuer and a third party to sell the property to the third party for less than the principal balance on the note while forgiving any unpaid principal that remains after receiving the proceeds from the sale (commonly referred to as a short- sale). The Adviser may also foreclose upon the property and seek to recover via sale of the property.

There are also special risks associated with particular sectors, or real estate operations generally, as described below:

Retail Properties. Retail properties are affected by the overall health of the economy and may be adversely affected by, among other things, the growth of alternative forms of retailing, bankruptcy, departure or cessation of operations of a tenant, a shift in consumer demand due to demographic changes, changes in spending patterns and lease terminations.

Office Properties. Office properties are affected by the overall health of the economy, and other factors such as a downturn in the businesses operated by their tenants, obsolescence and non-competitiveness.

Hotel Properties. The risks of hotel properties include, among other things, the necessity of a high level of continuing capital expenditures, competition, increases in operating costs which may not be offset by increases in revenues, dependence on business and commercial travelers and tourism, increases in fuel costs and other expenses of travel, and adverse effects of general and local economic conditions. Hotel properties tend to be more sensitive to adverse economic conditions and competition than many other commercial properties.

Healthcare Properties. Healthcare properties and healthcare providers are affected by several significant factors, including federal, state and local laws governing licenses, certification, adequacy

Supplemental Information (Unaudited)(Continued)

of care, pharmaceutical distribution, rates, equipment, personnel and other factors regarding operations, continued availability of revenue from government reimbursement programs and competition on a local and regional basis. The failure of any healthcare operator to comply with governmental laws and regulations may affect its ability to operate its facility or receive government reimbursements.

Multifamily Properties. The value and successful operation of a multifamily property may be affected by a number of factors such as the location of the property, the ability of the management team, the level of mortgage rates, the presence of competing properties, adverse economic conditions in the locale, oversupply and rent control laws or other laws affecting such properties.

Community Centers. Community center properties are dependent upon the successful operations and financial condition of their tenants, particularly certain of their major tenants, and could be adversely affected by bankruptcy of those tenants. In some cases a tenant may lease a significant portion of the space in one center, and the filing of bankruptcy could cause significant revenue loss. Like others in the commercial real estate industry, community centers are subject to environmental risks and interest rate risk. They also face the need to enter into new leases or renew leases on favorable terms to generate rental revenues. Community center properties could be adversely affected by changes in the local markets where their properties are located, as well as by adverse changes in national economic and market conditions.

Self-Storage Properties. The value and successful operation of a self-storage property may be affected by a number of factors, such as the ability of the management team, the location of the property, the presence of competing properties, changes in traffic patterns and effects of general and local economic conditions with respect to rental rates and occupancy levels.

Other factors may contribute to the risk of commercial real estate investments:

Development Issues. Certain commercial real estate issuers may engage in the development or construction of real estate properties. These issuers are exposed to a variety of risks inherent in real estate development and construction, such as the risk that there will be insufficient tenant demand to occupy newly developed properties, and the risk that prices of construction materials or construction labor may rise materially during the development.

Lack of Insurance. Certain commercial real estate issuers may fail to carry comprehensive liability, fire, flood, earthquake extended coverage and rental loss insurance, or insurance in place may be subject to various policy specifications, limits and deductibles. Should any type of uninsured loss occur, the portfolio company could lose its investment in, and anticipated profits and cash flows from, a number of properties and, as a result, adversely affect the Fund’s investment performance.

Dependence on Tenants. The value of commercial real estate issuers’ properties and the ability to repay their notes depend upon the ability of the tenants at their properties to generate enough income in excess of their operating expenses to make their lease payments. Changes beyond the control of commercial real estate issuers may adversely affect their tenants’ ability to make their lease payments and, in such event, would substantially reduce both their income from operations and ability to repay their notes.

Financial Leverage. Commercial real estate issuers may be highly leveraged and financial covenants may affect the ability of these issuers to operate effectively.

Environmental Issues. In connection with the ownership (direct or indirect), operation, management and development of real properties that may contain hazardous or toxic substances, a commercial real estate issuer may be considered an owner, operator or responsible party of such properties and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and liabilities for injuries to persons and property. The existence of any such material environmental liability could have a material adverse effect on the results of

Supplemental Information (Unaudited)(Continued)

operations and cash flow of any such issuer and, as a result, the amount available to make interest or principal payments to the Fund could be reduced.

Fundamental Policies

The Fund’s stated fundamental policies, which may only be changed by the affirmative vote of a majority of the outstanding voting securities of the Fund (the shares), are listed below. Majority of the outstanding voting securities of the Fund means the vote, at an annual or special meeting of shareholders, duly called, (a) of 67% or more of the shares present at such meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy; or (b) of more than 50% of the outstanding shares, whichever is less. The Fund may not:

(1) Borrow money, except to the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”) (which currently limits borrowing to no more than 33-1/3% of the value of the Fund’s total assets, including the value of the assets purchased with the proceeds of its indebtedness, if any). The Fund may borrow for investment purposes, for temporary liquidity, or to finance repurchases of its shares.

(2) Issue senior securities, except to the extent permitted by Section 18 of the 1940 Act (which currently limits the issuance of a class of senior securities that is indebtedness to no more than 33-1/3% of the value of the Fund’s total assets or, if the class of senior security is stock, to no more than 50% of the value of the Fund’s total assets).

(3) Underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the disposition of its portfolio securities. The Fund may invest in restricted securities (those that must be registered under the Securities Act before they may be offered or sold to the public) to the extent permitted by the 1940 Act.

(4) Invest more than 25% of the market value of its assets in the securities of companies, entities or issuers engaged in any one industry, except the mortgage-related industry, as defined in the Fund’s Prospectus. Under normal circumstances, the Fund will invest at least 25% of its net assets in mortgage-related securities. This limitation does not apply to investment in the securities of the U.S. Government, its agencies or instrumentalities.

(5) Purchase or sell real estate or interests in real estate. This limitation is not applicable to investments in securities that are secured by or represent interests in real estate (e.g. mortgage loans evidenced by notes or other writings defined to be a type of security). Additionally, the preceding limitation on real estate or interests in real estate does not preclude the Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts), nor from disposing of real estate that may be acquired pursuant to a foreclosure (or equivalent procedure) upon a security interest.

Supplemental Information (Unaudited)(Continued)

(6) Purchase or sell commodities, commodity contracts, including commodity futures contracts, unless acquired as a result of ownership of securities or other investments, except that the Fund may invest in securities or other instruments backed by or linked to commodities, and invest in companies that are engaged in a commodities business or have a significant portion of their assets in commodities, and may invest in commodity pools and other entities that purchase and sell commodities and commodity contracts.

(7) Make loans to others, except (a) through the purchase of debt securities in accordance with its investment objectives and policies, including notes secured by real estate, which may be considered loans; (b) to the extent the entry into a repurchase agreement is deemed to be a loan; and (c) by loaning portfolio securities. Additionally, the preceding limitation on loans does not preclude the Fund from modifying note terms.

If a restriction on the Fund’s investments is adhered to at the time an investment is made, a subsequent change in the percentage of Fund assets invested in certain securities or other instruments, or change in average duration of the Fund’s investment portfolio, resulting from changes in the value of the Fund’s total assets, will not be considered a violation of the restriction; provided, however, that the asset coverage requirement applicable to borrowings shall be maintained in the manner contemplated by applicable law.

The following information in this annual report is a summary of certain changes since the date of the September 30, 2021 annual report. This information may not reflect all of the changes that have occurred since you purchased this Fund.

The Fund has adopted a managed distribution plan. In December 2020, the Board of Trustees (the “Board”), acting pursuant to a Securities and Exchange Commission exemptive order, approved a Managed Distribution Plan (the “Plan”) for Vertical Capital Income Fund (the “Fund”). Pursuant to the Plan, the Fund pays a minimum monthly distribution to shareholders at a stated annual rate as a percentage of the three-month average net asset value (“NAV”) of the Fund’s shares prior to the month of distribution. The distribution is calculated as 8% of the previous three-month average NAV, divided by 12. Payment of monthly distributions under the Fund’s Plan commenced in January 2021.

Effective January 8, 2021, Robert J. Chapman retired as Trustee, Chairman of the Board of Trustees, Treasurer, and Portfolio Manager. His role as Chairman of the Board of Trustees was assumed by Robert J. Boulware. His Board seat was eliminated. His role as Treasurer was assumed by Destiny Poninski. Katherine Hawkins, the Advisor’s Senior Vice President assumed the role of Portfolio Manager. Ms. Hawkins has been with the Advisor for approximately six years and with Behringer, the Advisor’s parent company, for eight years.

Supplemental Information (Unaudited)(Continued)

Annual Shareholder Meeting

At the Annual Meeting of Shareholders of the Fund, held at the offices of Thompson Hine LLP, 41 S. High St. 17th Floor, Columbus, Ohio 43215, on Friday, August 27, 2021, shareholders of record as of the close of business on July 16, 2021, voted to approve the following proposal:

Proposal To re-elect T. Neil Bathon as a Trustee of the Fund.

FOR: 3,385,830.942

WITHHOLD: 4,145,252.291

Renewal of Investment Advisory Agreement

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

At a meeting held on August 13, 2021, the Board of Trustees (the “Board” or “Trustees”) of the Vertical Capital Income Fund (the “Fund”), including a majority of the Trustees who are not “interested persons” (the “Independent Trustees”), as such term is defined by the Investment Company Act of 1940, as amended (the “1940 Act”), approved the renewal of the investment management agreement (the “Advisory Agreement”) between Oakline Advisors, LLC (the “Adviser” or “Oakline”) and the Fund. Matters considered by the Trustees in connection with the Board’s renewal of the Advisory Agreement included the following:

Nature, Extent and Quality of Services. The Trustees discussed Oakline’s history and portfolio management experience. They noted that Oakline and its affiliates served a variety of clients, and managed approximately $400 million in assets. The Trustees reviewed the background and experience of Oakline’s investment team. 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 lack of material regulatory issues, careful stewardship of the portfolio and careful ongoing attention to portfolio valuation. The Trustees acknowledged that the Adviser has considering retaining a third-party compliance services provider to the Adviser, subject to oversight of the Adviser’s Chief Compliance Officer. After further discussion, the Trustees concluded that they are satisfied with Oakline and believed Oakline would continue to provide quality advisory services to the Fund.

Performance. The Trustees reviewed the performance of the Fund compared to its benchmark indices for the one-year, three-year, five- year and since inception periods. Next, the Board 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. They noted that the Adviser focuses on two applicable indices: the Bloomberg Capital MBS Index and the Barclays US Aggregate Bond Index when managing the Fund. The Trustees noted that the Fund outperformed the indices for the one-year, five-year and since inception periods and outperformed Bloomberg MBS Index for the three-year period. The Trustees agreed that the Adviser had delivered positive, acceptable returns consistent with the Fund’s objective and that it is expected to continue to do so.

Fees and Expenses. The Trustees noted that Oakline charged an advisory fee of 1.25% and the Fund had a net expense ratio of 2.50%, as measured by the current expense limitation agreement. The Trustees noted that total expenses were somewhat higher at 2.97% as of June 30, 2021, as per the Administrator’s report. . The Trustees reviewed average fees for two peer groups: (i) closed-end exchange traded real estate and mortgage funds, and (ii) closed-end real estate related and other 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 only slightly higher than the average for the interval fund comparison group and between the average and the maximum for closed-end exchange traded closed-end funds. The Trustees also observed that Fund’s net

Supplemental Information (Unaudited)(Continued)

expense ratio, measured at either 2.50% or 2.97% is within the range of reasonable expenses when viewing both peer groups together. The Trustees noted that the Adviser has agreed to an Expense Limitation Agreement, whereby the Adviser will 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 2.50%. The Trustees concluded that the advisory fee and Fund expenses were not unreasonable.

Profitability. The Trustees reviewed a profitability analysis provided by Oakline, and discussed Oakline’s historical and estimated profitability in connection with its relationship with the Fund. The Trustees considered that Oakline realized a small net profit through its relationship with the Fund in the most recent calendar year. The Trustees concluded, after further discussion of the profitability analysis provided, that excessive profitability from Oakline’s relationship with the Fund was not an issue at this time.

Economies of Scale. The Trustees considered whether the Fund had yet reached a size where economies of scale had been achieved. The Trustees concurred with the Adviser’s representation that economies of scale were difficult to achieve given the labor intensive mortgage note selection process. The Trustees agreed to reevaluate the issue at the next renewal.

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

Supplemental Information (Unaudited)(Continued)

Vertical Capital Income Fund

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),

Supplemental Information (Unaudited)(Continued)

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 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.

Supplemental Information (Unaudited)(Continued)

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.

Vertical Capital Income Fund

Supplemental Information

September 30, 2021 (Unaudited)

Independent Trustees

Name, Address and Age	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 During past Five Years
T. Neil Bathon 60	Trustee since August 2011, Class III Board until 2024 annual shareholder meeting.	Managing Partner, FUSE Research Network, LLC (investment management and fund management consultancy firm), Aug. 2008 to present; Managing Director, PMR Associates LLC (financial consultancy firm), July 2006 to Present.	1	None
Robert J. Boulware 65	Trustee since August 2011, Class I Board member until 2022 annual shareholder meeting.	Trustee, Brighthouse Funds Trust I, March 2008 to present; Trustee, Brighthouse Funds Trust II , April 2012 to present; Managing Director, Pilgrim Funds, LLC (private equity fund), Aug. 2006 to June 2020.	1	Trustee, Brighthouse Funds Trust I (45 portfolios), March 2008 to present; Trustee, Brighthouse Funds Trust II (29 portfolios), April 2012 to present; Director, SharesPost 100 Fund, March 2013 to present; Gainsco Inc. (auto insurance) May 2005 to Dec. 2020; Mid-Con Energy Partners, LP, June 2020 to Jan. 2021.
Jack L. Macdowell, Jr. 47	Trustee since August 2020, Class II Board member until 2023 annual shareholder meeting.	Chief Investment Officer, The Palisades Group, LLC (investment adviser), Sept. 2012 to present.	1	None
Mark J. Schlafly 60	Trustee since August 2011, Class II Board member until 2023 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

Vertical Capital Income Fund

Supplemental Information

September 30, 2021 (Unaudited)(Continued)

Officers

Name, Address and Age	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 During the Past Five Years
Michael D. Cohen 47	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 Nov. 2019.	n/a	n/a
Destiny Poninski 32	Treasurer since Jan. 2021	Oakline Advisors, LLC, Vice President & Senior Controller, Feb. 2021 to present, Vice President & Controller, Dec. 2019 to Feb. 2021, Senior Accountant, Aug. 2014 to Dec. 2019. Stratera Holdings, LLC (f.k.a. Behringer Harvard Holdings, LLC) (financial services holding company), Vice President & Senior Controller, Feb. 2021 to present, Vice President & Controller, Dec. 2019 to Feb. 2021, Senior Accountant, Aug. 2014 to Dec. 2019; Provasi Capital Partners, LP (broker dealer), Vice President & Senior Controller, Feb. 2021 to present, Vice President & Controller, Dec. 2019 to Feb. 2021, Senior Accountant, Aug. 2014 to Dec. 2019.	n/a	n/a
Stanton P. Eigenbrodt 56	Secretary since July 2015	Executive Vice President, Chief Legal Officer and Secretary of Oakline Advisors, positions held since July 2015 and Chief Compliance Officer since Sept. 2019; Chief Legal Officer of Stratera Holdings, LLC and Secretary (financial services holding company) positions 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 59	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

* Officers are reappointed annually.

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

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

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 are no 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 Fund does not share with our affiliates.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies ■    Vertical Capital Income Fund does 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 Fund doesn’t jointly market.

How to Obtain Proxy Voting Information

Information regarding how the Fund votes proxies relating to portfolio securities for the most-recent 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 on a monthly basis on Form N-PORT for the first and third quarters of each fiscal year. Form N-PORT is available on the SEC’s website at http://www.sec.gov. The information on Form N-PORT is available without charge, upon request, by calling 1-866-277-VCIF.

Investment Adviser

Oakline Advisors, LLC

5301 Alpha Rd, Suite 80 - 222

Dallas, Texas 75240

Administrator

Ultimus Fund Solutions, LLC

4221 North 203^rd St., Suite 100

Elkhorn, NE 68022

VERTICAL-AR21

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

	Registrant		Advisor
FYE 09/30/21		$180,200		N/A
FYE 09/30/20		$167,000		N/A

(b) Audit-Related Fees

	Registrant		Advisor
FYE 09/30/21		$0		N/A
FYE 09/30/20		$0		N/A

(c) Tax Fees

	Registrant		Advisor
FYE 09/30/21		$0		N/A
FYE 09/30/20		$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

	Registrant		Advisor
FYE 09/30/21		$0		N/A
FYE 09/30/20		$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

	Registrant	Advisor
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:

	Registrant	Advisor
FYE 09/30/2021	$0	N/A
FYE 09/30/2020	$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, 2021, Ms. Hawkins, Advisor’s Senior Vice President is the sole portfolio manager of the Fund. Ms. Hawkins is responsible for management of the Fund's investment portfolio. Ms. Hawkins is not compensated through her share of the profits, if any, of the Adviser. Because the portfolio manager 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 of September 30, 2021, Ms. Hawkins owned no shares of the Fund.

As of September 30, 2021, Ms. Hawkins 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, President

Date 12/7/21

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

By (Signature and Title)

* /s/ Michael D. Cohen

Michael D. Cohen, President

Date 12/7/21

By (Signature and Title)

* /s/ Destiny Poninski

Destiny Poninski, Treasurer

Date 12/7/21

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