REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM


To the Board of Trustees of Vertical Capital
Income Fund, Inc.
and the Shareholders of Vertical Capital
Income Fund


In planning and performing our audit of the
financial statements of Vertical Capital Income
Fund (the "Fund"), a series of shares of
Vertical Capital Income Fund, Inc., as of and
for the year ended September 30, 2013, in
accordance with the standards of the Public
Company Accounting Oversight Board (United
States) ("PCAOB"), we considered its internal
control over financial reporting, including
control activities for safeguarding securities, as
a basis for designing our auditing procedures
for the purpose of expressing our opinion on
the financial statements and to comply with the
requirements of Form N-SAR 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.

The management of the Fund is responsible
for establishing and maintaining effective
internal control over financial reporting.  In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related costs
of controls. A company s internal control over
financial reporting is a process designed to
provide reasonable assurance regarding the
reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally
accepted accounting principles in the United
States of America ("GAAP").  A company's
internal control over financial reporting includes
those policies and procedures that (1) pertain
to the maintenance of records that, in
reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets
of the company; (2) provide reasonable
assurance that transactions are recorded as
necessary to permit preparation of financial
statements in accordance with GAAP, and that
receipts and expenditures of the company are
being made only in accordance with
authorizations of management and trustees of
the company; and (3) provide reasonable
assurance regarding prevention or timely
detection of unauthorized acquisition, use or
disposition of a company s assets that could
have a material effect on the financial
statements.

Because of its inherent limitations, internal
control over financial reporting may not prevent
or detect misstatements.  Also, projections of
any evaluation of effectiveness to future
periods are subject to the risk that controls may
become inadequate because of changes in
conditions, or that the degree of compliance
with the policies or procedures may
deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation
of a control does not allow management or
employees, in the normal course of performing
their assigned functions, to prevent or detect
misstatements on a timely basis. A material
weakness is a deficiency, or a combination of
deficiencies, in internal control over financial
reporting, such that there is a reasonable
possibility that a material misstatement of the
Fund s annual or interim financial statements
will not be prevented or detected on a timely
basis.

Our consideration of the Fund s internal control
over financial reporting was for the limited
purpose described in the first paragraph and
would not necessarily disclose all deficiencies
in internal control that might be material
weaknesses under standards established by
the PCAOB.  However, we noted no
deficiencies in the internal control over financial
reporting and its operations, including controls
for safeguarding securities that we consider to
be material weaknesses, as defined above, as
of September 30, 2013.

This report is intended solely for the
information and use of management,
shareholders of the Fund, the Board of
Trustees of the Vertical Capital Income Fund,
Inc. and the Securities and Exchange
Commission and is not intended to be and
should not be used by anyone other than these
specified parties.




	BBD, LLP


Philadelphia, Pennsylvania
December 5, 2013