SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097

Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12

Vertical Capital Income Fund
(Name of Registrant as Specified in Its Charter)

Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

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No fee required [x].

Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

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Fee paid previously with preliminary materials [].

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the offsetting fee was paid previously. Identify the previous
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 PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF TRUSTEES OF VERTICAL CAPITAL INCOME
     FUND FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS

Bulldog Investors, LLC ("Bulldog Investors") is sending this proxy
statement and the enclosed GREEN proxy card to shareholders of Vertical
Capital Income Fund (the "Fund") of record as of June 20, 2019. We are
soliciting a proxy to vote your shares at the 2019 annual meeting of
shareholders (the "Meeting") scheduled for August 30, 2019. Please
refer to the Fund's proxy soliciting material for detailed additional
information concerning the Meeting and the proposals to be considered
by shareholders. This proxy statement and the enclosed GREEN proxy card
are first being sent to shareholders on or about August --, 2019.

			INTRODUCTION

The Board of Trustees has determined to present a proposal to approve a
new investment advisory agreement between the Fund and Oakline Advisors,
LLC and a proposal to re-elect Robert Boulware to the Fund's Board of
Trustees.  We are soliciting a proxy to vote your shares AGAINST the new
advisory agreement and TO WITHHOLD for Mr. Boulware's re-election.

			REASONS FOR THE SOLICITATION

Until recently, the Fund was a non-traded interval fund which offered to
redeem at least 5% of its shares each quarter at net asset value ("NAV").
In the two most recent quarters, more than 40% of shares were tendered
for redemption. As a result, the Board considered several options,
including liquidating or merging the Fund. Ultimately, it determined to
convert the Fund to an exchange-traded closed-end fund. Accordingly, on
May 30, 2019, the Fund's shares began trading. However, the rush by
shareholders to sell their shares caused the stock price to immediately
fall to a huge discount to NAV. Currently, the discount is about 20%.
We believe shareholders should be able to sell their shares without
having to accept such a large discount. If shareholders do not approve
the new investment advisory agreement, that would send a message to the
Board that they want an opportunity to realize a price at or close to
NAV for all their shares e.g., by liquidating the Fund.

			HOW PROXIES WILL BE VOTED

If you complete and return a GREEN proxy card to us, and unless you
direct otherwise, your shares will be voted AGAINST the new investment
advisory agreement and to withhold for the re-election of Mr. Boulware.
In addition, you will be granting the proxy holders discretionary
authority to vote on any other matters that may come before the Meeting.
Lastly, if you complete and return a GREEN proxy card to us, and unless
you direct otherwise, we may determine not to present your proxy card at
the Meeting if we believe that the new investment advisory agreement is
less likely to be approved if your shares are not represented at the
Meeting (by making it more difficult to reach a quorum on that proposal)
than if they are represented at the Meeting.



			VOTING REQUIREMENTS

As of June 20, 2019, the Fund had 10,380,002.924 shares of common stock
outstanding. Each share is entitled to one vote. A quorum for the proposal
to approve a new investment advisory agreement will exist if the holders
of a majority of the Fund's shares are present or represented by proxy at
the Meeting. The approval of a new investment advisory agreement requires
the affirmative vote by holders of the lesser of (a) 67% or more of the
shares of the Fund represented at a meeting at which more than 50% of the
outstanding shares are present in person or by proxy or (b) more than 50%
of the outstanding shares. A shareholder that abstains on the proposal to
approve a new investment advisory agreement will be considered present for
purposes of determining the existence of a quorum but the abstention will
have the effect of a vote against the agreement. A quorum for the proposal
to elect a trustee will exist if the holders of 33-1/3% of the outstanding
shares are represented at the Meeting. The nominee receiving a plurality
of all votes cast will be elected as a trustee. Therefore, if Mr. Boulware
is the only nominee, he is almost certain to be elected.

			REVOCATION OF PROXIES

You may revoke your proxy by: (i) delivering a written revocation to us;
(ii) executing and delivering a later dated proxy to the inspector of
election; or (iii) voting in person at the Meeting. Attendance at the
Meeting will not by itself revoke a proxy. There is no limit on the number
of times you may revoke your proxy and only your most recent proxy will be
counted.

			THE SOLICITATION

We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or employed
by us may assist us in the solicitation of proxies. Banks, brokerage houses
and other securities intermediaries will be requested to forward this proxy
statement and the enclosed GREEN proxy card to the beneficial owners for
whom they hold shares of record. We will reimburse these organizations for
their reasonable out-of-pocket expenses.

Initially, we and our clients will bear the expenses related to this proxy
solicitation. Because we believe that all shareholders will benefit from our
solicitation, we intend to seek, subject to any applicable regulatory
requirements, reimbursement of our reasonable expenses from the Fund.
Shareholders will not be asked to vote on the reimbursement of these
expenses, which we estimate will be $30,000.

			PARTICIPANTS

As of August --, 2019, Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle
Brook, NJ 07663, the soliciting stockholder, and its principals, beneficially
owned -------- shares of the Fund which it acquired since May 30, 2019.

August --, 2019

			PROXY CARD

 THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF TRUSTEES OF VERTICAL CAPITAL INCOME FUND FOR
        THE 2019 ANNUAL MEETING OF SHAREHOLDERS.

The undersigned hereby appoints Phillip Goldstein, Andrew Dakos, and John Grau
and each of them, as the undersigned's proxies, with full power of
substitution, to attend the Meeting scheduled for August 30, 2019 and any
adjourned or postponed Meeting, and to vote on all matters that come before
the Meeting the number of shares that the undersigned would be entitled to
vote if present in person, as specified below.

(INSTRUCTIONS:  Mark vote by placing an "x" in the appropriate [  ].)

1. TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN OAKLINE ADVISORS, LLC
AND VERTICAL CAPITAL INCOME FUND.

FOR [  ]	           AGAINST [  ]	                       ABSTAIN [  ]

2. TO RE-ELECT ROBERT BOULWARE AS A TRUSTEE OF THE FUND.

FOR [  ]		   WITHHOLD [  ]

3. TO NOT PRESENT THIS PROXY CARD AT THE MEETING IF THE PROXYHOLDERS BELIEVE
THAT THE FIRST PROPOSAL IS LESS LIKELY TO BE APPROVED IF YOUR SHARES ARE NOT
REPRESENTED AT THE MEETING (BY MAKING IT MORE DIFFICULT TO REACH A QUORUM)
THAN IF THEY ARE REPRESENTED AT THE MEETING.

FOR [  ]		   AGAINST [  ]

Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted AGAINST Proposal 1, TO WITHHOLD
on Proposal 2, and SHALL AUTHORIZE the proxyholders to decline to present this
proxy card at the Meeting. The undersigned hereby acknowledges receipt of the
proxy statement dated August --, 2019 of Bulldog Investors and revokes any
proxy previously executed.



Signature(s) ____________________________ 	Dated: ______________