SEC Filing | Carlyle Credit Income Fund

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GemCom, LLC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number

811-22554

Vertical Capital Income Fund

(Exact name of registrant as specified in charter)

80 Arkay Drive, Hauppauge, NY 11788

(Address of principal executive offices) (Zip code)

James Ash, Gemini Fund Services, LLC

17605 Wrigh Street, Omaha, Nebraska, 68130

(Name and address of agent for service)

Registrant's telephone number, including area code:

631-470-2616

Date of fiscal year end:

9/30

Date of reporting period: 9/30/14

Item 1. Reports to Stockholders.

Vertical Capital Income Fund
Cusip: 92535C104
VCAPX

Annual Report

September 30, 2014

Investor Information: 1-866-277-VCIF

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

Distributed by Northern Lights Distributors, LLC
Member FINRA

(VERTICAL CAPITAL ASSET MANAGEMENT LOGO)

October 31, 2014

Dear Shareholders:

Even as the Federal Reserve Board’s quantitative easing program comes to an end, the Fed continues to have a profound influence on the markets. Fed influence has driven the stock market to new records over the past several years, while also pushing interest rates to new lows and benefiting fixed-income investors, but we have now reached a period where investors are asking, “What happens next?”

Fed Chair Janet Yellen has talked about taking a “macroprudential” approach to monetary policy in coming months, but has not yet explained what that will entail.

Without concrete guidance from the Fed, many are assuming that interest rates will increase soon and that has contributed to market jitters, yet a rate increase anytime soon is unlikely.

In fact, the average rate for 30-year fixed mortgages dipped below 4% this month, hitting its lowest level this year. At 3.97%, the rate was down from 4.12% the previous week and 4.28% a year ago, according to a survey by Freddie Mac. Rates were not expected to drop below 4% this year.

The consensus among experts is that interest rates will remain low at least through next summer, as the U.S. economy remains fragile and growth has slowed for other economies throughout the world.

How far beyond next summer will it be before interest rates increase is anyone’s guess, but the Vertical Capital Income Fund has outperformed the benchmark Barclays Capital Mortgage Backed Securities Index during the current low-rate environment.

For the fiscal year ended September 30, 2014, the Vertical Capital Income Fund had a total return (load waived) of 7.29%, while the Barclays Index had a total return of 3.78%. Including the maximum load, the Fund had a total return of 2.48%. As in the past, the Fund benefitted from a high level of interest income and a lower interest rate sensitivity than its benchmark.

In addition, the Fund produced a total income distribution over the past twelve month period of $0.5553 and its current SEC Annual Yield is 4.30% through September 30, 2014.

We believe the fund is also positioned to weather rising interest rates. As we explained in our newsletter, about 20% of the mortgages in the VCAPX portfolio are adjustable rate mortgages (ARMs), so when rates increase, rates on those mortgages will reset and may provide a higher level of income.

	20 Pacifica, Suite 190, Irvine, CA 92618	866-224-8867
	Vertical Capital Income Fund is distributed by Northern Lights Distributors, LLC, member FINRA (finra.org).
	Vertical Capital Asset Management, LLC is not affiliated with Northern Lights Distributors, LLC.

(VERTICAL CAPITAL ASSET MANAGEMENT LOGO)

In addition, as rates rise, many homeowners with ARMs will seek to refinance, so they can lock in rates before they rise too much. When mortgages are refinanced, VCAPX will receive payoffs for their full value, which will enable the fund to capture discounts received when Vertical purchased its mortgage notes.

In a worst-case scenario, if rising interest rates result in the foreclosure of any properties whose mortgage notes are held by Vertical, the Fund would own the underlying properties.

Because the Fund invests in whole mortgage notes, it is affected by the housing market and the housing market remains disappointing. The National Association of Realtors reported that resales of existing homes hit a one-year high in September, increasing 2.4%, but were still 1.7% below sales a year ago.

First-time buyers, which are critical to a sustainable housing recovery, accounted for only 29% of sales, while they should account for 40% to 45% in a healthy market. First-time buyers are being hindered by three factors – regulatory changes that have made it more difficult to qualify for a mortgage, housing prices that continue to increase and personal income that does not. In addition, housing inventory remains low in many parts of the country.

Housing prices increased 5.6% in the one-year period ending September 30, 2014, but that’s down from the double-digit increases that were taking place in 2013. An increase in home prices increases the amount of equity in many homes and the corresponding collateral value for mortgage holders, which can contribute to the Fund’s value.

While home prices continue to increase, consumer income does not. According to the U.S. Census Bureau’s 2013 Income and Poverty Report, the average American’s income has shrunk to 8% below what it was in 2007 and real median household income has declined to the level it was at in 1994.

If first-time buyers are struggling to afford homes today, as statistics indicate, even more will struggle to purchase homes when interest rates increase.

Overall, the economy is showing signs of improvement, but, as with the housing market, the signs are mixed. The unemployment rate has finally fallen below 6%, but the majority of new jobs have been for part-time positions. The economy grew by 4.6% in the second quarter of 2014, according to the U.S. Bureau of Economic Analysis, but it contracted by 2.1% in the first quarter.

It has been a tumultuous twelve months for many other reasons. The U.S. has started air strikes against the Islamic State, Russia continues to push into Ukraine and is showing signs of aggression elsewhere, Iran is progressing with its nuclear ambitions, civil war continues in Syria and Libya is in turmoil. In addition, Europe’s economy continues to underperform, while growth has been slowing in China and India.

Surprisingly, these factors have had less of an impact on markets than investor conjecture about the Fed raising interest rates.

	20 Pacifica, Suite 190, Irvine, CA 92618	866-224-8867
	Vertical Capital Income Fund is distributed by Northern Lights Distributors, LLC, member FINRA (finra.org).
	Vertical Capital Asset Management, LLC is not affiliated with Northern Lights Distributors, LLC.

(VERTICAL CAPITAL ASSET MANAGEMENT LOGO)

And while the economy’s growth has been inconsistent, the Fund’s growth has not. Assets under management (AUM) now exceed $100 million, making the Vertical Capital Income Fund one of the largest interval funds. The fund currently owns 753 mortgages and expects to make additional purchases that could sustain and potentially enhance distributions in the future.

The portfolio is regionally diversified over 46 states. Since the inception of the Fund on December 30, 2011, we have had 29 notes that paid off at full value, which have realized the discount of the unpaid principal balance sooner.

Thank you for your investment in the Vertical Capital Income Fund.

Regards,

(-s- GUS ALTUZARRA)

Gus Altuzarra
Managing Member

(-s- CHRIS CHASE)

Chris Chase
Managing Member

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’s distribution amounts were calculated based on the ordinary income received from the underlying investments, any short-term capital gains realized from the disposition of such investments will be paid out annually. A portion of the distributions may consist of a return of capital based on the character of the distributions received from the underlying holdings. Distributions shown are Cumulative.

Barclays U.S. MBS Index (mortgage-backed securities) covers the mortgage-backed pass-through securities of Ginnie Mae (GNMA), Fannie Mae (FNMA) and Freddie Mac (FHLMC). Investors cannot directly invest in an index, and unmanaged index returns do not reflect any fees, expenses, or sales charges.

2458-NLD-10/30/2014

	20 Pacifica, Suite 190, Irvine, CA 92618	866-224-8867
	Vertical Capital Income Fund is distributed by Northern Lights Distributors, LLC, member FINRA (finra.org).
	Vertical Capital Asset Management, LLC is not affiliated with Northern Lights Distributors, LLC.

Vertical Capital Income Fund
PERFORMANCE OF A $10,000 INVESTMENT (Unaudited)
Since Inception through September 30, 2014*

(LINE GRAPH)

	One Year	Since Inception*
The Vertical Capital Income Fund	7.29%	8.17%
The Vertical Capital Income Fund with load	2.48%	6.38%
Barclays Capital Mortgage Backed Securities Index	3.78%	1.93%

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

The Barclays Capital Mortgage Backed Securities Index is an unmanaged index comprising 15 and 30 year fixed-rate securities backed by mortgage pools of Ginnie Mae, Freddie Mac and Fannie Mae. Investors can not invest directly in an index or benchmark.

Past performance is not predictive of future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. Total returns would have been lower had the Adviser not waived its fees and reimbursed a portion of the Fund’s expenses. The Fund’s total gross annual operating expenses, including underlying funds, is 3.23% per the January 31, 2014 Prospectus. The graph does not reflect the deduction of taxes that a shareholder would have to pay on Fund distributions or the redemption of the Fund shares. For performance information current to the most recent month-end, please call 1-866-277-VCIF.

PORTFOLIO COMPOSITION** (Unaudited)

Mortgage Notes	99.9	%
Other Investments	0.1	%
	100.0	%

** Based on Investments at Value as of September 30, 2014.

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES - 99.1 %
$	313,952	Loan ID 200001	Fixed		6.250	%	4/1/2038	$	212,737
	123,101	Loan ID 200003	Balloon		7.250	%	9/1/2035		88,938
	316,238	Loan ID 200004	Fixed		7.990	%	10/1/2036		238,101
	167,557	Loan ID 200005	Fixed		4.750	%	8/1/2039		139,668
	74,589	Loan ID 200006	ARM		7.990	%	1/1/2036		56,370
	36,971	Loan ID 200007	ARM		6.000	%	2/1/2028		26,038
	55,010	Loan ID 200008	ARM		3.875	%	3/28/2035		33,522
	150,304	Loan ID 200009	ARM		2.750	%	4/1/2037		80,626
	160,934	Loan ID 200010	ARM		2.750	%	5/1/2034		91,774
	52,741	Loan ID 200012	ARM		9.800	%	7/1/2037		44,408
	59,253	Loan ID 200013	Fixed		5.250	%	9/1/2040		37,243
	79,909	Loan ID 200014	Fixed		3.500	%	3/1/2027		70,945
	36,348	Loan ID 200015	Fixed		9.000	%	8/1/2030		25,606
	42,138	Loan ID 200016	ARM		10.375	%	1/1/2031		37,457
	51,090	Loan ID 200017	ARM		6.375	%	8/1/2030		37,446
	56,371	Loan ID 200018	Fixed		7.000	%	1/1/2033		40,966
	64,859	Loan ID 200019	Fixed		4.000	%	12/1/2036		39,078
	82,647	Loan ID 200020	Fixed		5.630	%	7/1/2033		56,045
	86,692	Loan ID 200021	ARM		4.000	%	10/1/2033		54,367
	102,378	Loan ID 200023	Fixed		5.875	%	12/1/2050		67,750
	145,911	Loan ID 200025	ARM		2.875	%	3/1/2034		82,810
	205,980	Loan ID 200026	Fixed		4.250	%	1/1/2050		61,036
	228,102	Loan ID 200028	Fixed		3.750	%	6/1/2050		206,495
	228,776	Loan ID 200029	Fixed		4.310	%	7/1/2037		137,728
	244,782	Loan ID 200030	ARM		5.750	%	1/1/2038		160,323
	285,456	Loan ID 200031	Fixed		5.000	%	1/1/2051		243,255
	316,225	Loan ID 200032	Fixed		3.130	%	1/1/2051		266,487
	433,500	Loan ID 200033	ARM		6.375	%	6/1/2036		293,817
	459,569	Loan ID 200034	Fixed		2.625	%	10/1/2050		252,662
	578,262	Loan ID 200035	Fixed		2.000	%	11/1/2050		299,975
	70,380	Loan ID 200036	Fixed		7.940	%	1/12/2034		53,688
	170,875	Loan ID 200037	Fixed		7.800	%	5/1/2035		128,168
	170,273	Loan ID 200038	ARM		6.466	%	3/1/2037		115,437
	27,470	Loan ID 200039	Fixed		11.500	%	11/5/2033		25,728
	127,319	Loan ID 200041	Fixed		4.875	%	8/1/2039		78,355
	43,264	Loan ID 200042	Fixed		7.000	%	12/1/2037		30,972
	66,105	Loan ID 200043	Fixed		6.125	%	7/1/2039		44,002
	126,539	Loan ID 200045	Fixed		5.625	%	12/1/2038		82,875
	42,179	Loan ID 200046	Fixed		8.000	%	7/1/2027		34,744
	55,551	Loan ID 200048	Fixed		5.500	%	8/1/2039		35,248
	247,954	Loan ID 200049	Fixed		3.875	%	3/1/2042		203,256
	175,824	Loan ID 200050	ARM		5.250	%	11/1/2050		113,434
	89,209	Loan ID 200051	Fixed		6.500	%	10/1/2040		61,802
	164,264	Loan ID 200052	Fixed		5.125	%	5/1/2040		105,430

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	60,909	Loan ID 200053	Fixed		3.000	%	9/1/2042	$	50,835
	58,278	Loan ID 200054	Fixed		8.250	%	3/1/2039		44,547
	86,424	Loan ID 200055	Fixed		10.000	%	1/5/2036		73,963
	282,430	Loan ID 200056	Fixed		7.375	%	12/1/2037		207,462
	127,883	Loan ID 200057	ARM		2.625	%	10/1/2036		106,032
	30,180	Loan ID 200058	Fixed		8.100	%	11/1/2032		23,444
	61,753	Loan ID 200059	Fixed		6.000	%	8/1/2039		40,680
	36,686	Loan ID 200060	Fixed		5.750	%	8/1/2039		23,720
	37,097	Loan ID 200061	Fixed		5.750	%	7/1/2024		28,881
	189,542	Loan ID 200064	Fixed		4.875	%	4/1/2034		161,951
	27,893	Loan ID 200065	ARM		6.875	%	1/1/2037		9,416
	154,124	Loan ID 200066	ARM		5.000	%	1/1/2037		128,878
	691,377	Loan ID 200067	ARM		3.625	%	7/1/2037		402,214
	259,969	Loan ID 200068	ARM		3.125	%	9/1/2037		145,236
	142,181	Loan ID 200069	ARM		3.125	%	9/1/2037		78,068
	120,073	Loan ID 200070	ARM		3.125	%	9/1/2037		65,929
	96,787	Loan ID 200071	ARM		3.125	%	8/1/2037		53,201
	233,269	Loan ID 200072	Fixed		5.040	%	2/1/2051		134,903
	202,720	Loan ID 200073	Fixed		5.210	%	2/1/2026		155,184
	177,649	Loan ID 200074	Fixed		5.110	%	2/1/2031		124,335
	216,472	Loan ID 200075	Fixed		4.250	%	2/1/2042		124,139
	180,130	Loan ID 200076	Fixed		4.250	%	12/1/2041		103,368
	79,452	Loan ID 200077	Fixed		3.750	%	8/1/2042		43,419
	37,400	Loan ID 200078	Fixed		7.000	%	8/1/2036		34,323
	141,942	Loan ID 200079	Fixed		2.000	%	8/1/2049		71,817
	93,975	Loan ID 200080	ARM		8.250	%	5/1/2037		73,401
	79,514	Loan ID 200081	Fixed		2.000	%	9/1/2037		65,726
	70,025	Loan ID 200082	Fixed		8.250	%	4/1/2040		53,376
	118,038	Loan ID 200083	ARM		3.875	%	10/1/2046		94,180
	194,003	Loan ID 200084	Fixed		7.000	%	3/1/2039		139,925
	168,936	Loan ID 200086	Fixed		2.000	%	11/1/2050		140,365
	229,422	Loan ID 200087	Fixed		4.000	%	3/1/2051		135,601
	128,270	Loan ID 200088	Fixed		7.000	%	6/1/2039		92,464
	275,019	Loan ID 200089	Fixed		2.000	%	3/1/2052		142,667
	74,663	Loan ID 200090	Fixed		2.000	%	11/1/2036		61,977
	294,778	Loan ID 200091	Fixed		2.000	%	11/1/2051		151,321
	281,849	Loan ID 200092	Fixed		2.375	%	5/1/2036		151,475
	142,865	Loan ID 200093	Fixed		3.000	%	2/1/2038		118,528
	234,707	Loan ID 200094	ARM		2.625	%	9/1/2037		193,935
	481,530	Loan ID 200095	Fixed		2.000	%	4/1/2051		402,206
	222,479	Loan ID 200096	ARM		4.375	%	8/1/2037		134,471
	118,761	Loan ID 200097	ARM		2.625	%	6/1/2035		64,876
	93,066	Loan ID 200098	ARM		3.250	%	9/1/2033		55,537
	83,918	Loan ID 200099	Fixed		2.000	%	3/1/2040		42,968

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	388,888	Loan ID 200100	Fixed		2.000	%	7/1/2037	$	199,375
	309,755	Loan ID 200101	ARM		2.750	%	7/1/2051		253,078
	77,140	Loan ID 200102	Fixed		1.250	%	3/1/2040		37,642
	108,370	Loan ID 200103	ARM		3.250	%	9/1/2034		63,692
	56,881	Loan ID 200104	Fixed		8.250	%	5/1/2039		68,820
	122,409	Loan ID 200105	Fixed		2.000	%	12/1/2050		102,288
	97,855	Loan ID 200106	Fixed		2.000	%	2/1/2052		82,435
	331,967	Loan ID 200107	Fixed		2.000	%	7/1/2052		169,758
	194,672	Loan ID 200108	Fixed		3.000	%	6/1/2047		95,216
	49,108	Loan ID 200109	ARM		2.750	%	4/1/2038		39,963
	116,747	Loan ID 200110	Fixed		8.250	%	8/1/2039		134,338
	189,454	Loan ID 200111	Fixed		4.000	%	11/1/2050		111,545
	310,230	Loan ID 200112	Fixed		2.000	%	9/1/2049		160,506
	207,615	Loan ID 200113	ARM		2.860	%	7/1/2037		111,929
	117,612	Loan ID 200114	Fixed		2.000	%	10/1/2051		98,421
	271,780	Loan ID 200115	Fixed		2.000	%	11/1/2051		137,510
	152,996	Loan ID 200116	Fixed		8.250	%	3/1/2039		116,620
	192,417	Loan ID 200117	ARM		3.125	%	8/1/2037		107,613
	88,573	Loan ID 200118	ARM		2.625	%	6/1/2035		49,198
	95,925	Loan ID 200119	ARM		2.625	%	10/1/2034		53,850
	301,318	Loan ID 200120	Fixed		2.000	%	2/1/2051		154,085
	103,612	Loan ID 200121	ARM		2.625	%	1/1/2035		57,855
	150,619	Loan ID 200122	ARM		2.625	%	6/1/2035		83,661
	459,967	Loan ID 200123	ARM		2.625	%	9/1/2037		242,908
	147,310	Loan ID 200124	ARM		3.360	%	6/1/2037		82,626
	317,034	Loan ID 200125	Fixed		2.000	%	5/1/2051		262,780
	129,987	Loan ID 200126	Fixed		8.250	%	8/1/2039		99,081
	147,498	Loan ID 200127	Fixed		2.750	%	8/1/2039		80,491
	52,904	Loan ID 200128	Fixed		2.000	%	7/1/2037		43,750
	472,676	Loan ID 200129	Fixed		4.625	%	3/1/2052		292,056
	110,454	Loan ID 200130	Fixed		4.500	%	8/1/2042		90,850
	39,163	Loan ID 200131	Fixed		3.875	%	11/1/2027		35,154
	239,470	Loan ID 200133	Fixed		3.490	%	1/1/2043		194,824
	193,151	Loan ID 200134	Fixed		3.750	%	12/1/2042		169,973
	129,097	Loan ID 200135	Fixed		4.375	%	12/1/2042		109,357
	267,013	Loan ID 200136	Fixed		2.875	%	10/1/2027		239,365
	132,476	Loan ID 200137	Fixed		4.500	%	9/1/2042		114,251
	137,141	Loan ID 200138	Fixed		3.750	%	10/1/2042		116,073
	54,206	Loan ID 200139	Fixed		4.625	%	5/1/2027		38,443
	45,151	Loan ID 200140	Fixed		3.625	%	12/1/2027		40,485
	83,196	Loan ID 200141	Fixed		4.250	%	2/1/2042		68,021
	188,187	Loan ID 200142	Fixed		3.300	%	1/1/2037		107,359
	133,048	Loan ID 200143	Fixed		3.000	%	2/1/2037		106,225
	559,137	Loan ID 200144	ARM		2.625	%	10/1/2036		304,372

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	287,590	Loan ID 200145	Fixed		2.000	%	8/1/2051	$	240,215
	251,542	Loan ID 200147	ARM		3.125	%	9/1/2037		140,528
	140,543	Loan ID 200148	ARM		3.125	%	9/1/2037		77,168
	164,249	Loan ID 200149	ARM		3.125	%	9/1/2037		114,741
	216,439	Loan ID 200150	ARM		3.125	%	9/1/2037		118,841
	103,881	Loan ID 200151	ARM		3.125	%	8/1/2037		57,101
	100,325	Loan ID 200152	ARM		3.125	%	9/1/2037		83,475
	1,818,121	Loan ID 200153	ARM		2.750	%	4/1/2037		1,488,049
	101,348	Loan ID 200154	Fixed		11.050	%	9/1/2037		92,015
	56,513	Loan ID 200156	Fixed		8.130	%	9/19/2032		44,003
	127,250	Loan ID 200157	Fixed		3.750	%	1/1/2043		111,199
	165,769	Loan ID 200158	Fixed		3.625	%	12/1/2042		145,806
	191,729	Loan ID 200159	Fixed		3.750	%	6/1/2042		160,001
	134,140	Loan ID 200160	Fixed		3.250	%	2/1/2043		71,026
	492,819	Loan ID 200161	Fixed		3.875	%	11/1/2041		404,508
	236,862	Loan ID 200162	Fixed		3.875	%	7/1/2042		193,879
	125,732	Loan ID 200163	Fixed		4.000	%	1/1/2042		103,239
	107,625	Loan ID 200164	Fixed		4.000	%	7/1/2042		100,968
	207,663	Loan ID 200165	Fixed		4.375	%	12/1/2041		171,088
	129,380	Loan ID 200166	Fixed		4.000	%	2/1/2032		111,438
	137,090	Loan ID 200168	Fixed		3.750	%	10/1/2042		111,948
	25,895	Loan ID 200169	Fixed		6.923	%	9/1/2034		18,460
	450,694	Loan ID 200170	ARM		2.625	%	10/1/2036		241,198
	104,220	Loan ID 200171	Fixed		6.500	%	4/1/2036		89,001
	148,137	Loan ID 200172	Fixed		7.250	%	2/1/2037		106,001
	203,807	Loan ID 200173	Fixed		3.575	%	10/1/2046		77,205
	95,446	Loan ID 200174	Fixed		7.340	%	4/1/2037		68,639
	55,877	Loan ID 200175	Fixed		9.600	%	5/1/2037		45,982
	103,103	Loan ID 200176	Fixed		6.600	%	3/1/2037		69,785
	70,912	Loan ID 200177	Fixed		8.000	%	1/11/2022		62,228
	44,434	Loan ID 200178	Fixed		6.500	%	5/10/2016		42,475
	30,554	Loan ID 200179	Fixed		7.250	%	7/27/2019		18,993
	20,251	Loan ID 200180	Fixed		6.500	%	7/8/2016		19,205
	113,937	Loan ID 200181	Fixed		7.500	%	3/1/2016		109,550
	95,313	Loan ID 200182	Fixed		8.750	%	10/10/2016		91,426
	281,762	Loan ID 200183	Fixed		4.125	%	12/1/2032		229,020
	77,357	Loan ID 200184	Fixed		4.375	%	12/1/2042		60,574
	29,444	Loan ID 200185	Fixed		5.375	%	6/1/2042		18,448
	56,209	Loan ID 200186	Fixed		5.125	%	8/1/2042		48,865
	55,909	Loan ID 200187	Fixed		5.875	%	12/1/2039		36,403
	157,912	Loan ID 200188	Fixed		3.875	%	2/1/2043		128,905
	177,648	Loan ID 200189	Fixed		4.125	%	8/1/2042		145,511
	354,889	Loan ID 200190	Fixed		3.625	%	11/1/2042		313,215
	138,351	Loan ID 200191	Fixed		4.125	%	11/1/2042		111,658

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	196,613	Loan ID 200192	Fixed		4.250	%	11/1/2042	$	173,923
	100,643	Loan ID 200193	Fixed		3.875	%	6/1/2042		89,038
	172,211	Loan ID 200194	Fixed		4.750	%	9/1/2041		145,787
	283,663	Loan ID 200195	Fixed		3.875	%	3/1/2042		232,529
	105,538	Loan ID 200196	Fixed		4.500	%	1/1/2043		89,972
	41,016	Loan ID 200197	Fixed		4.750	%	11/1/2042		35,260
	42,726	Loan ID 200198	Fixed		5.250	%	10/1/2042		35,511
	303,679	Loan ID 200199	Fixed		4.000	%	9/1/2042		284,754
	258,879	Loan ID 200200	Fixed		3.875	%	9/1/2042		206,691
	62,473	Loan ID 200201	Fixed		5.125	%	8/1/2041		54,447
	61,996	Loan ID 200202	Fixed		4.375	%	12/1/2042		57,296
	292,989	Loan ID 200203	Fixed		4.250	%	8/1/2042		240,484
	152,499	Loan ID 200204	Fixed		3.875	%	7/1/2042		121,989
	78,484	Loan ID 200205	Fixed		5.000	%	11/1/2041		68,214
	25,363	Loan ID 200206	Fixed		3.990	%	12/1/2042		20,735
	618,623	Loan ID 200207	ARM		3.625	%	3/1/2042		580,583
	52,335	Loan ID 200208	Fixed		4.250	%	1/1/2043		38,365
	223,116	Loan ID 200209	Fixed		3.875	%	8/1/2042		196,272
	93,223	Loan ID 200210	Fixed		4.625	%	5/1/2043		83,802
	224,002	Loan ID 200211	Fixed		3.750	%	5/1/2042		202,780
	142,995	Loan ID 200212	Fixed		3.875	%	2/1/2042		112,749
	303,621	Loan ID 200213	Fixed		4.125	%	1/1/2038		200,182
	62,332	Loan ID 200214	Fixed		5.750	%	7/1/2039		51,076
	121,547	Loan ID 200216	Fixed		5.750	%	9/1/2039		94,281
	148,722	Loan ID 200217	Fixed		5.250	%	7/1/2040		121,076
	79,410	Loan ID 200218	Fixed		4.250	%	12/1/2041		48,468
	209,819	Loan ID 200219	Fixed		4.250	%	4/1/2043		192,676
	226,242	Loan ID 200220	Fixed		3.875	%	5/1/2043		182,415
	174,869	Loan ID 200221	Fixed		4.250	%	4/1/2043		159,787
	132,899	Loan ID 200222	Fixed		4.125	%	5/1/2043		108,158
	261,089	Loan ID 200223	Fixed		4.125	%	5/1/2043		231,853
	223,297	Loan ID 200224	Fixed		4.000	%	7/1/2043		186,376
	118,520	Loan ID 200225	Fixed		3.750	%	3/1/2043		76,044
	86,127	Loan ID 200226	Fixed		5.250	%	7/1/2041		77,764
	54,268	Loan ID 200228	Fixed		4.625	%	8/1/2042		46,672
	172,689	Loan ID 200229	Fixed		3.750	%	7/1/2042		149,424
	154,894	Loan ID 200230	Fixed		3.500	%	2/1/2043		128,938
	137,999	Loan ID 200231	Fixed		3.625	%	12/1/2042		77,025
	73,054	Loan ID 200232	Fixed		3.875	%	8/1/2042		56,645
	201,407	Loan ID 200233	Fixed		2.990	%	11/1/2027		168,572
	195,672	Loan ID 200234	Fixed		3.250	%	1/1/2043		131,549
	98,671	Loan ID 200235	Fixed		3.750	%	12/1/2042		86,831
	170,865	Loan ID 200236	Fixed		4.250	%	10/1/2042		149,147
	500,130	Loan ID 200237	ARM		2.750	%	9/1/2033		426,780

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	338,912	Loan ID 200238	ARM		3.625	%	7/1/2035	$	312,496
	108,682	Loan ID 200239	ARM		3.990	%	5/1/2036		91,282
	124,288	Loan ID 200240	Fixed		4.000	%	6/1/2042		97,813
	153,231	Loan ID 200242	Fixed		3.250	%	10/1/2042		118,595
	125,591	Loan ID 200243	Fixed		3.750	%	4/1/2043		98,762
	30,395	Loan ID 200244	Fixed		5.000	%	5/1/2042		24,954
	214,001	Loan ID 200245	Fixed		3.875	%	3/1/2043		178,240
	97,440	Loan ID 200286	Fixed		4.500	%	7/1/2043		84,200
	105,914	Loan ID 200287	Fixed		4.375	%	7/1/2043		86,425
	356,670	Loan ID 200288	Fixed		4.375	%	11/1/2041		277,958
	358,902	Loan ID 200289	Fixed		5.500	%	9/1/2043		324,269
	305,624	Loan ID 200290	Fixed		4.250	%	4/1/2043		255,507
	230,350	Loan ID 200291	Fixed		4.125	%	11/1/2042		192,353
	463,528	Loan ID 200292	Fixed		3.875	%	6/1/2043		385,812
	48,022	Loan ID 200293	Fixed		4.125	%	3/1/2043		40,163
	189,380	Loan ID 200294	Fixed		3.875	%	2/1/2043		155,260
	269,945	Loan ID 200295	Fixed		3.875	%	6/1/2043		233,247
	220,554	Loan ID 200296	Fixed		3.250	%	2/1/2043		169,097
	189,959	Loan ID 200297	Fixed		3.375	%	10/1/2042		146,146
	150,957	Loan ID 200298	Fixed		3.250	%	6/1/2043		115,398
	205,851	Loan ID 200299	Fixed		3.625	%	10/1/2042		164,359
	121,872	Loan ID 200300	Fixed		8.400	%	10/20/2037		101,784
	80,387	Loan ID 200301	Fixed		4.625	%	7/1/2043		70,770
	105,697	Loan ID 200302	Fixed		9.875	%	10/1/2035		88,914
	61,306	Loan ID 200303	Fixed		5.250	%	10/1/2032		54,064
	150,376	Loan ID 200304	Fixed		7.250	%	10/1/2033		128,357
	255,978	Loan ID 200305	Fixed		7.000	%	3/1/2036		210,285
	744,998	Loan ID 200306	Fixed		4.870	%	5/1/2049		638,177
	52,570	Loan ID 200307	Fixed		6.500	%	7/1/2031		44,950
	113,793	Loan ID 200308	ARM		6.750	%	5/1/2035		99,160
	220,657	Loan ID 200309	Fixed		2.000	%	12/1/2048		177,698
	173,592	Loan ID 200310	Fixed		8.000	%	9/1/2039		129,308
	136,584	Loan ID 200312	Fixed		9.000	%	4/1/2039		115,002
	49,433	Loan ID 200313	Fixed		8.500	%	3/1/2028		39,767
	65,127	Loan ID 200314	Fixed		8.000	%	3/1/2040		48,870
	331,662	Loan ID 200315	ARM		3.375	%	6/1/2037		238,471
	139,420	Loan ID 200316	Fixed		6.850	%	7/1/2035		94,510
	79,849	Loan ID 200317	Fixed		7.000	%	9/1/2032		68,318
	288,277	Loan ID 200318	Fixed		3.500	%	10/1/2036		222,483
	69,125	Loan ID 200319	ARM		3.125	%	12/1/2034		54,237
	306,796	Loan ID 200321	Fixed		2.375	%	6/1/2049		239,049
	141,774	Loan ID 200322	Fixed		7.375	%	8/1/2033		125,911
	207,993	Loan ID 200323	ARM		2.875	%	1/1/2035		172,789

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	355,400	Loan ID 200324	Fixed		5.500	%	11/1/2037	$	303,935
	249,219	Loan ID 200325	Fixed		6.000	%	5/1/2042		199,675
	80,711	Loan ID 200326	Fixed		8.375	%	10/1/2036		68,719
	159,076	Loan ID 200327	Fixed		6.790	%	10/26/2036		118,067
	999,876	Loan ID 200328	ARM		6.250	%	7/1/2038		856,901
	118,184	Loan ID 200329	Fixed		6.880	%	3/1/2036		110,145
	265,356	Loan ID 200330	Fixed		7.000	%	8/1/2037		204,946
	80,181	Loan ID 200331	ARM		6.500	%	7/1/2033		68,305
	108,046	Loan ID 200332	Fixed		5.775	%	10/1/2037		95,260
	216,351	Loan ID 200333	Fixed		5.875	%	5/1/2021		176,249
	93,616	Loan ID 200334	Fixed		7.000	%	1/1/2033		82,981
	282,803	Loan ID 200335	Fixed		2.000	%	11/1/2052		226,538
	59,040	Loan ID 200336	Fixed		7.000	%	12/1/2042		45,652
	48,113	Loan ID 200337	Fixed		7.000	%	10/1/2034		44,684
	56,850	Loan ID 200338	ARM		10.500	%	8/1/2029		50,485
	178,501	Loan ID 200339	Fixed		2.000	%	10/1/2033		152,562
	37,589	Loan ID 200340	Fixed		7.000	%	3/1/2030		26,939
	190,472	Loan ID 200341	Fixed		7.000	%	8/1/2035		171,294
	30,308	Loan ID 200342	Fixed		5.375	%	10/1/2019		25,906
	90,152	Loan ID 200343	ARM		7.750	%	6/1/2034		74,856
	110,096	Loan ID 200344	ARM		6.850	%	7/1/2034		73,547
	74,090	Loan ID 200345	Fixed		9.625	%	1/1/2033		62,693
	469,482	Loan ID 200346	Fixed		7.000	%	6/1/2044		329,216
	551,272	Loan ID 200347	Fixed		4.375	%	7/1/2050		332,613
	66,715	Loan ID 200348	Fixed		6.500	%	7/1/2038		45,941
	143,923	Loan ID 200349	Fixed		7.000	%	1/1/2037		118,560
	64,224	Loan ID 200350	Fixed		7.500	%	3/1/2029		48,164
	134,534	Loan ID 200351	ARM		3.500	%	6/1/2036		75,651
	74,333	Loan ID 200352	Fixed		7.000	%	9/1/2029		66,152
	92,080	Loan ID 200353	Fixed		6.500	%	10/1/2032		81,473
	92,627	Loan ID 200354	ARM		6.875	%	11/1/2033		74,971
	45,791	Loan ID 200355	ARM		7.875	%	7/1/2032		33,750
	88,651	Loan ID 200356	ARM		8.100	%	2/1/2036		64,184
	114,092	Loan ID 200357	Fixed		8.500	%	4/1/2027		94,753
	157,446	Loan ID 200358	Fixed		2.000	%	4/1/2025		145,544
	257,469	Loan ID 200359	ARM		2.625	%	2/1/2036		208,081
	33,046	Loan ID 200360	ARM		2.875	%	1/1/2025		29,508
	75,856	Loan ID 200361	Fixed		7.500	%	1/1/2034		70,530
	112,132	Loan ID 200362	Fixed		2.750	%	11/1/2034		56,234
	150,318	Loan ID 200363	Fixed		6.000	%	3/1/2049		116,946
	94,779	Loan ID 200364	Fixed		10.000	%	11/1/2037		78,455
	221,171	Loan ID 200365	ARM		2.860	%	8/1/2037		119,101
	72,211	Loan ID 200366	Fixed		6.250	%	1/1/2033		64,256
	239,444	Loan ID 200368	Fixed		4.500	%	4/1/2036		216,583

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	278,353	Loan ID 200369	Fixed		6.000	%	4/1/2044	$	246,627
	196,776	Loan ID 200370	ARM		5.500	%	6/1/2035		183,236
	66,501	Loan ID 200371	Fixed		7.375	%	8/1/2033		61,910
	206,278	Loan ID 200372	ARM		2.625	%	5/1/2036		111,087
	62,267	Loan ID 200373	Fixed		7.000	%	12/1/2036		40,945
	79,595	Loan ID 200374	ARM		7.000	%	5/1/2034		65,670
	103,995	Loan ID 200375	Fixed		7.000	%	11/1/2036		68,446
	442,333	Loan ID 200376	Fixed		2.900	%	6/1/2053		389,684
	85,928	Loan ID 200377	ARM		5.500	%	10/1/2036		75,944
	239,420	Loan ID 200378	Fixed		5.500	%	3/1/2038		203,730
	111,687	Loan ID 200379	Fixed		8.250	%	3/1/2039		103,616
	191,003	Loan ID 200380	Fixed		4.220	%	4/1/2049		168,366
	291,270	Loan ID 200381	Fixed		4.780	%	6/1/2037		270,938
	114,032	Loan ID 200382	Fixed		4.850	%	7/1/2037		95,208
	402,719	Loan ID 200383	Fixed		5.030	%	12/1/2046		382,380
	304,942	Loan ID 200384	Fixed		5.000	%	11/1/2047		224,845
	150,543	Loan ID 200385	Fixed		8.250	%	1/1/2040		153,269
	231,357	Loan ID 200386	Fixed		5.000	%	3/1/2041		204,561
	79,396	Loan ID 200387	Fixed		4.000	%	6/1/2039		67,737
	199,803	Loan ID 200388	Fixed		3.000	%	3/1/2051		156,556
	124,906	Loan ID 200389	Fixed		4.820	%	8/1/2047		108,511
	207,998	Loan ID 200390	Fixed		4.000	%	4/16/2047		168,293
	188,114	Loan ID 200391	Fixed		4.000	%	1/13/2035		164,250
	69,601	Loan ID 200392	Fixed		10.000	%	6/5/2034		66,611
	110,360	Loan ID 200393	Fixed		5.070	%	8/1/2037		95,903
	134,633	Loan ID 200394	Fixed		7.150	%	8/1/2037		125,208
	83,117	Loan ID 200395	Fixed		4.860	%	4/1/2047		73,804
	75,619	Loan ID 200396	Fixed		10.000	%	2/1/2036		72,421
	131,484	Loan ID 200397	ARM		9.375	%	9/1/2037		108,520
	144,316	Loan ID 200398	Fixed		4.800	%	2/1/2037		120,398
	83,807	Loan ID 200399	Fixed		4.980	%	6/1/2037		60,219
	370,235	Loan ID 200400	Fixed		8.450	%	12/1/2036		351,562
	531,354	Loan ID 200401	Fixed		5.000	%	8/1/2047		409,484
	56,551	Loan ID 200403	Fixed		8.300	%	10/15/2032		50,053
	60,116	Loan ID 200404	Fixed		8.100	%	5/1/2037		55,820
	105,112	Loan ID 200405	Fixed		4.870	%	12/1/2035		95,683
	119,496	Loan ID 200406	Fixed		4.750	%	10/1/2051		113,731
	242,294	Loan ID 200407	Fixed		6.500	%	4/1/2042		228,501
	212,800	Loan ID 200408	Fixed		6.000	%	4/1/2039		161,777
	352,773	Loan ID 200409	Fixed		6.000	%	2/1/2049		278,131
	69,971	Loan ID 200410	ARM		8.500	%	6/1/2037		56,239
	110,041	Loan ID 200411	Fixed		8.275	%	6/1/2037		105,997
	295,593	Loan ID 200412	Fixed		7.750	%	8/1/2040		248,186
	257,440	Loan ID 200413	Fixed		5.150	%	11/1/2047		251,328

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	203,343	Loan ID 200414	Fixed		5.000	%	4/1/2049	$	153,112
	86,658	Loan ID 200415	Fixed		6.000	%	4/1/2050		82,716
	187,072	Loan ID 200416	Fixed		4.670	%	8/1/2053		158,649
	74,856	Loan ID 200417	Fixed		7.000	%	5/1/2035		72,417
	60,585	Loan ID 200418	Fixed		4.000	%	6/1/2035		51,185
	178,733	Loan ID 200419	Fixed		4.000	%	12/19/2035		169,995
	177,317	Loan ID 200420	Fixed		4.225	%	4/10/2038		156,684
	79,629	Loan ID 200421	Fixed		7.710	%	8/1/2037		70,339
	139,958	Loan ID 200422	Fixed		3.830	%	8/1/2053		116,945
	135,919	Loan ID 200423	Fixed		4.500	%	6/1/2043		113,622
	127,720	Loan ID 200424	Fixed		4.000	%	9/1/2028		110,358
	264,460	Loan ID 200427	Fixed		3.625	%	3/1/2043		227,970
	214,538	Loan ID 200428	ARM		4.125	%	4/1/2041		180,794
	186,898	Loan ID 200429	Fixed		3.875	%	12/1/2042		132,076
	237,230	Loan ID 200430	Fixed		3.625	%	7/1/2043		208,221
	199,086	Loan ID 200431	Fixed		4.625	%	7/1/2043		176,095
	319,387	Loan ID 200432	Fixed		4.875	%	5/1/2043		287,162
	134,984	Loan ID 200433	Fixed		4.250	%	8/1/2043		119,719
	166,609	Loan ID 200434	Fixed		5.250	%	10/1/2043		151,942
	204,033	Loan ID 200435	Fixed		4.625	%	11/1/2052		159,490
	225,399	Loan ID 200436	Fixed		3.750	%	4/1/2043		204,860
	342,328	Loan ID 200437	Fixed		5.625	%	10/1/2043		312,986
	142,452	Loan ID 200438	Fixed		4.000	%	12/1/2041		106,181
	46,780	Loan ID 200439	Fixed		5.000	%	8/1/2041		39,589
	8,092	Loan ID 200440	Fixed		8.000	%	6/1/2016		8,063
	201,594	Loan ID 200441	Fixed		4.440	%	1/15/2015		198,558
	443,564	Loan ID 200442	Fixed		5.000	%	12/1/2043		338,599
	278,541	Loan ID 200443	Fixed		3.000	%	7/1/2049		173,751
	272,373	Loan ID 200444	Fixed		4.380	%	11/1/2038		149,940
	171,590	Loan ID 200445	Fixed		5.250	%	2/1/2039		159,769
	2,730	Loan ID 200446	Fixed		7.000	%	5/1/2015		2,159
	59,920	Loan ID 200447	Fixed		5.875	%	11/4/2034		54,752
	78,666	Loan ID 200448	Fixed		5.750	%	5/1/2042		47,402
	131,492	Loan ID 200449	Fixed		5.000	%	7/1/2041		119,083
	70,542	Loan ID 200450	Fixed		4.110	%	12/1/2025		50,304
	377,597	Loan ID 200451	Fixed		6.250	%	7/1/2038		336,075
	143,342	Loan ID 200452	Fixed		2.000	%	11/1/2041		94,973
	17,719	Loan ID 200453	Fixed		4.550	%	3/1/2026		13,658
	540,669	Loan ID 200455	Fixed		2.000	%	7/1/2039		444,249
	258,366	Loan ID 200456	Fixed		2.000	%	11/1/2038		234,691
	219,757	Loan ID 200457	Fixed		5.750	%	12/10/2030		168,414
	151,258	Loan ID 200458	Fixed		6.625	%	12/1/2038		116,437
	196,108	Loan ID 200460	Fixed		7.000	%	7/1/2041		195,248
	284,020	Loan ID 200461	Fixed		4.750	%	6/20/2044		161,370

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	391,628	Loan ID 200462	Fixed		6.000	%	7/1/2037	$	207,284
	158,404	Loan ID 200463	Fixed		6.000	%	3/1/2037		95,322
	411,571	Loan ID 200464	ARM		8.750	%	8/1/2037		249,478
	256,302	Loan ID 200465	Fixed		6.500	%	7/1/2037		164,881
	465,897	Loan ID 200466	Fixed		7.000	%	7/1/2037		304,954
	335,122	Loan ID 200467	Fixed		2.000	%	7/1/2037		208,882
	97,114	Loan ID 200468	Fixed		5.625	%	7/1/2037		50,912
	135,436	Loan ID 200469	Fixed		6.500	%	7/1/2037		118,245
	248,678	Loan ID 200470	Fixed		4.625	%	7/1/2043		190,324
	174,335	Loan ID 200471	Fixed		5.500	%	4/1/2039		156,083
	371,332	Loan ID 200472	Fixed		4.250	%	9/1/2042		328,986
	305,921	Loan ID 200473	Fixed		4.000	%	12/1/2042		236,382
	247,333	Loan ID 200474	Fixed		5.750	%	11/1/2050		215,263
	173,600	Loan ID 200475	Fixed		5.450	%	7/1/2049		147,350
	195,737	Loan ID 200476	Fixed		6.000	%	9/1/2050		166,109
	248,350	Loan ID 200477	Fixed		4.125	%	12/1/2028		221,210
	188,890	Loan ID 200478	Fixed		3.625	%	9/1/2042		147,330
	147,778	Loan ID 200479	Fixed		3.500	%	8/1/2026		130,021
	251,764	Loan ID 200480	ARM		3.750	%	7/1/2041		199,164
	180,342	Loan ID 200481	ARM		3.500	%	8/1/2041		147,609
	126,713	Loan ID 200482	Fixed		4.375	%	11/1/2028		111,736
	119,033	Loan ID 200483	Fixed		4.375	%	11/1/2028		105,500
	411,756	Loan ID 200484	Fixed		4.250	%	12/1/2043		342,252
	78,520	Loan ID 200485	Fixed		4.125	%	2/1/2043		65,269
	263,235	Loan ID 200486	Fixed		3.500	%	1/1/2043		214,177
	476,755	Loan ID 200487	Fixed		6.000	%	3/1/2037		309,559
	166,883	Loan ID 200488	Fixed		4.250	%	1/1/2044		140,847
	120,426	Loan ID 200489	Fixed		4.000	%	3/1/2043		99,679
	93,068	Loan ID 200490	Fixed		4.000	%	11/1/2028		80,325
	214,837	Loan ID 200491	Fixed		5.500	%	10/1/2039		189,611
	127,143	Loan ID 200492	Fixed		4.000	%	1/1/2043		105,978
	77,826	Loan ID 200493	Fixed		4.500	%	12/1/2025		69,042
	288,770	Loan ID 200494	Fixed		4.625	%	10/1/2043		253,521
	369,210	Loan ID 200495	Fixed		4.875	%	12/1/2041		320,041
	211,232	Loan ID 200496	Fixed		3.875	%	2/1/2043		182,486
	341,266	Loan ID 200497	Fixed		3.250	%	4/1/2043		276,590
	273,267	Loan ID 200498	Fixed		4.000	%	2/1/2043		234,251
	285,011	Loan ID 200499	Fixed		4.250	%	1/1/2043		242,775
	231,823	Loan ID 200500	Fixed		5.875	%	2/1/2037		181,978
	157,505	Loan ID 200501	Fixed		7.250	%	12/1/2037		136,561
	146,370	Loan ID 200502	Fixed		5.000	%	6/1/2049		118,665
	274,070	Loan ID 200503	Fixed		7.500	%	8/1/2037		233,797
	405,328	Loan ID 200504	Fixed		3.375	%	3/1/2043		329,065
	147,687	Loan ID 200505	Fixed		3.500	%	4/1/2043		109,805

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	206,960	Loan ID 200506	Fixed		4.875	%	8/1/2039	$	169,212
	77,620	Loan ID 200507	Fixed		4.500	%	9/1/2042		62,373
	267,280	Loan ID 200508	Fixed		2.000	%	10/1/2040		192,800
	214,964	Loan ID 200509	Fixed		2.000	%	12/1/2052		155,169
	272,208	Loan ID 200510	Fixed		4.000	%	1/1/2043		226,894
	257,395	Loan ID 200511	Fixed		4.875	%	1/1/2044		226,048
	135,869	Loan ID 200512	Fixed		2.875	%	2/1/2035		112,859
	179,473	Loan ID 200513	Fixed		3.000	%	10/1/2038		140,790
	348,516	Loan ID 200514	Fixed		3.000	%	4/1/2047		260,969
	104,026	Loan ID 200515	Fixed		8.250	%	2/1/2039		95,451
	394,682	Loan ID 200516	Fixed		3.500	%	1/1/2037		320,483
	107,952	Loan ID 200517	Fixed		8.000	%	5/1/2039		96,572
	210,851	Loan ID 200518	Fixed		3.000	%	12/1/2050		172,860
	327,549	Loan ID 200519	Fixed		3.000	%	11/1/2049		264,406
	69,808	Loan ID 200520	Fixed		3.260	%	7/1/2053		53,600
	233,201	Loan ID 200521	ARM		3.125	%	8/1/2037		190,396
	390,292	Loan ID 200522	ARM		3.125	%	9/1/2037		309,461
	447,117	Loan ID 200523	ARM		3.125	%	9/1/2037		322,836
	129,276	Loan ID 200524	Fixed		3.500	%	6/1/2043		107,067
	300,521	Loan ID 200525	Fixed		3.250	%	12/1/2042		249,664
	165,394	Loan ID 200526	Fixed		3.625	%	3/1/2043		137,246
	116,173	Loan ID 200527	Fixed		4.500	%	12/1/2043		101,166
	142,627	Loan ID 200528	Fixed		4.375	%	2/1/2044		121,727
	413,176	Loan ID 200529	Fixed		4.625	%	2/1/2044		365,169
	33,777	Loan ID 200530	Fixed		5.375	%	2/1/2044		26,482
	180,849	Loan ID 200531	Fixed		4.625	%	11/1/2043		162,306
	119,136	Loan ID 200532	Fixed		3.250	%	7/1/2043		98,422
	143,052	Loan ID 200533	Fixed		4.250	%	1/1/2044		114,350
	148,378	Loan ID 200534	Fixed		5.500	%	2/1/2044		133,861
	256,411	Loan ID 200535	Fixed		4.375	%	11/1/2043		228,237
	63,857	Loan ID 200536	Fixed		3.750	%	10/1/2042		41,560
	129,171	Loan ID 200537	Fixed		4.500	%	3/1/2042		102,073
	98,128	Loan ID 200538	Fixed		4.750	%	1/1/2043		86,102
	278,792	Loan ID 200539	Fixed		4.500	%	2/1/2043		227,704
	88,377	Loan ID 200540	Fixed		3.875	%	2/1/2043		73,600
	84,826	Loan ID 200541	Fixed		7.875	%	9/1/2037		59,532
	190,085	Loan ID 200542	Fixed		4.500	%	4/1/2037		139,291
	57,622	Loan ID 200543	ARM		7.250	%	2/1/2037		39,670
	396,098	Loan ID 200544	Fixed		5.000	%	2/1/2044		357,075
	64,588	Loan ID 200545	Fixed		4.375	%	2/1/2029		54,243
	126,191	Loan ID 200546	Fixed		5.375	%	12/1/2043		108,216
	272,204	Loan ID 200547	Fixed		3.750	%	3/1/2043		232,600
	177,241	Loan ID 200548	Fixed		5.250	%	2/1/2044		157,870
	93,577	Loan ID 200549	Fixed		4.250	%	1/1/2029		80,688

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	181,837	Loan ID 200550	Fixed		3.750	%	3/1/2043	$	151,139
	321,929	Loan ID 200551	Fixed		4.375	%	1/1/2044		276,964
	203,107	Loan ID 200552	Fixed		4.500	%	1/1/2044		174,858
	293,012	Loan ID 200553	Fixed		4.625	%	12/1/2043		261,375
	300,088	Loan ID 200554	Fixed		5.000	%	11/1/2043		265,673
	229,202	Loan ID 200555	Fixed		4.375	%	1/1/2044		196,156
	415,513	Loan ID 200556	Fixed		3.625	%	12/1/2028		357,759
	113,139	Loan ID 200557	Fixed		9.077	%	8/1/2035		91,743
	104,860	Loan ID 200558	Fixed		6.590	%	7/1/2037		85,481
	197,824	Loan ID 200559	Fixed		9.500	%	4/14/2035		159,746
	129,334	Loan ID 200560	Fixed		5.750	%	5/1/2035		105,238
	226,155	Loan ID 200561	Fixed		6.375	%	12/1/2036		185,023
	161,657	Loan ID 200562	ARM		3.000	%	5/1/2037		132,080
	236,282	Loan ID 200563	Fixed		5.125	%	1/1/2039		193,736
	144,690	Loan ID 200564	Fixed		4.875	%	5/1/2039		117,666
	540,912	Loan ID 200565	Fixed		4.000	%	6/1/2037		444,975
	374,842	Loan ID 200566	Fixed		6.500	%	7/1/2047		305,372
	138,754	Loan ID 200567	Fixed		3.375	%	5/1/2043		114,047
	65,312	Loan ID 200568	Fixed		4.000	%	12/1/2043		56,113
	103,112	Loan ID 200569	Fixed		5.125	%	2/1/2044		87,156
	448,538	Loan ID 200570	Fixed		3.625	%	6/1/2043		392,524
	142,248	Loan ID 200571	Fixed		4.500	%	7/1/2043		122,920
	172,955	Loan ID 200572	Fixed		4.375	%	3/1/2044		150,979
	101,534	Loan ID 200573	Fixed		3.750	%	9/1/2042		74,567
	135,435	Loan ID 200574	Fixed		4.875	%	1/1/2044		121,861
	137,357	Loan ID 200575	Fixed		4.125	%	5/1/2042		106,657
	348,634	Loan ID 200576	Fixed		3.750	%	6/1/2042		265,130
	245,566	Loan ID 200577	Fixed		3.125	%	4/1/2028		214,190
	191,573	Loan ID 200578	Fixed		4.750	%	8/1/2040		174,088
	51,068	Loan ID 200579	Fixed		4.875	%	5/1/2042		39,969
	186,022	Loan ID 200580	Fixed		4.125	%	11/1/2041		155,928
	40,303	Loan ID 200581	Fixed		4.750	%	9/1/2042		33,548
	391,194	Loan ID 200582	Fixed		4.000	%	11/1/2042		319,907
	99,443	Loan ID 200583	Fixed		3.625	%	9/1/2027		86,609
	367,250	Loan ID 200584	Fixed		3.375	%	4/1/2043		307,889
	163,139	Loan ID 200585	Fixed		4.000	%	5/1/2042		138,716
	344,479	Loan ID 200586	Fixed		3.500	%	1/1/2043		305,853
	697,758	Loan ID 200587	Fixed		4.750	%	10/1/2040		633,404
	265,046	Loan ID 200588	Fixed		3.750	%	5/1/2042		241,211
	403,400	Loan ID 200589	ARM		3.375	%	12/1/2043		351,315
	63,405	Loan ID 200590	Fixed		4.125	%	7/1/2042		52,006
	107,274	Loan ID 200591	Fixed		4.875	%	3/1/2043		96,432
	102,945	Loan ID 200592	Fixed		4.375	%	6/1/2042		88,190
	71,169	Loan ID 200593	Fixed		3.875	%	6/1/2042		58,766

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	237,901	Loan ID 200594	Fixed		4.250	%	4/1/2043	$	214,586
	116,421	Loan ID 200595	Fixed		4.250	%	5/1/2042		97,882
	99,402	Loan ID 200596	Fixed		4.875	%	10/1/2043		89,252
	41,608	Loan ID 200597	Fixed		5.625	%	2/1/2044		33,638
	141,201	Loan ID 200598	Fixed		4.625	%	2/1/2044		123,907
	125,924	Loan ID 200599	Fixed		4.125	%	2/1/2043		105,054
	208,478	Loan ID 200600	Fixed		4.625	%	4/1/2044		182,789
	114,237	Loan ID 200601	Fixed		4.000	%	3/1/2043		96,511
	193,816	Loan ID 200602	Fixed		3.750	%	3/1/2043		157,875
	75,885	Loan ID 200603	Fixed		4.125	%	6/1/2043		61,365
	77,293	Loan ID 200604	Fixed		3.500	%	1/1/2043		62,888
	146,151	Loan ID 200605	Fixed		4.875	%	11/1/2043		121,900
	134,622	Loan ID 200606	Fixed		3.625	%	12/1/2042		112,377
	252,353	Loan ID 200607	Fixed		2.875	%	11/1/2027		204,414
	141,883	Loan ID 200608	Fixed		4.125	%	11/1/2043		117,663
	140,666	Loan ID 200609	Fixed		4.500	%	3/1/2044		120,930
	274,998	Loan ID 200610	ARM		2.875	%	3/1/2043		227,661
	64,638	Loan ID 200611	Fixed		4.625	%	5/1/2043		53,446
	131,506	Loan ID 200612	Fixed		4.500	%	2/1/2043		115,774
	216,101	Loan ID 200613	Fixed		3.369	%	1/1/2043		184,584
	107,633	Loan ID 200614	Fixed		5.000	%	1/1/2044		92,154
	106,515	Loan ID 200615	Fixed		4.250	%	8/1/2043		93,801
	352,898	Loan ID 200616	Fixed		4.875	%	2/1/2044		308,632
	94,416	Loan ID 200617	Fixed		4.750	%	9/1/2043		67,162
	135,057	Loan ID 200618	Fixed		4.375	%	5/1/2042		111,605
	542,634	Loan ID 200619	Fixed		4.500	%	11/1/2043		476,246
	240,102	Loan ID 200620	Fixed		4.250	%	10/1/2043		187,361
	138,924	Loan ID 200621	Fixed		3.625	%	1/1/2043		123,397
	308,411	Loan ID 200622	Fixed		4.750	%	12/1/2043		271,023
	77,621	Loan ID 200623	Fixed		4.375	%	12/1/2042		64,992
	266,278	Loan ID 200624	Fixed		4.125	%	4/1/2043		228,106
	125,190	Loan ID 200625	Fixed		4.500	%	11/1/2043		100,765
	124,491	Loan ID 200626	Fixed		4.500	%	10/1/2043		103,048
	137,807	Loan ID 200627	Fixed		4.250	%	10/1/2043		118,714
	92,224	Loan ID 200628	Fixed		3.250	%	2/1/2028		79,982
	162,974	Loan ID 200629	Fixed		4.375	%	9/1/2043		135,676
	171,916	Loan ID 200630	Fixed		5.250	%	9/1/2043		153,638
	306,323	Loan ID 200631	Fixed		3.250	%	6/1/2043		261,599
	355,948	Loan ID 200632	Fixed		5.250	%	5/1/2044		319,959
	232,894	Loan ID 200633	Fixed		5.125	%	5/1/2044		209,673
	242,340	Loan ID 200634	Fixed		4.375	%	1/1/2044		207,697
	117,800	Loan ID 200635	Fixed		3.750	%	5/1/2029		102,633
	200,904	Loan ID 200636	Fixed		3.750	%	2/1/2053		168,127
	187,830	Loan ID 200637	Fixed		5.375	%	4/1/2040		143,065

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	196,342	Loan ID 200638	Fixed		3.875	%	3/1/2043	$	164,424
	253,593	Loan ID 200639	ARM		4.250	%	5/1/2044		209,537
	152,601	Loan ID 200640	Fixed		5.125	%	3/1/2044		135,214
	177,888	Loan ID 200641	Fixed		5.250	%	4/1/2044		155,893
	150,879	Loan ID 200642	Fixed		5.000	%	3/1/2044		124,813
	174,904	Loan ID 200643	Fixed		4.750	%	3/1/2044		152,232
	175,055	Loan ID 200644	Fixed		4.750	%	3/1/2044		151,801
	122,441	Loan ID 200645	Fixed		5.000	%	4/1/2044		109,865
	352,000	Loan ID 200646	ARM		2.625	%	3/1/2043		283,862
	123,265	Loan ID 200647	Fixed		4.250	%	1/1/2044		107,923
	159,773	Loan ID 200648	Fixed		4.750	%	3/1/2044		141,283
	148,729	Loan ID 200649	Fixed		4.375	%	3/1/2044		129,504
	134,462	Loan ID 200650	Fixed		4.875	%	5/1/2044		116,493
	277,007	Loan ID 200651	Fixed		3.625	%	7/1/2043		236,526
	175,281	Loan ID 200652	Fixed		4.125	%	5/1/2038		140,387
	361,790	Loan ID 200653	Fixed		4.000	%	4/1/2053		286,707
	287,618	Loan ID 200654	Fixed		5.125	%	2/1/2041		229,151
	147,671	Loan ID 200655	Fixed		3.375	%	5/1/2043		122,719
	160,270	Loan ID 200656	Fixed		6.875	%	7/1/2037		102,271
	149,074	Loan ID 200657	Fixed		4.875	%	8/1/2051		124,991
	348,525	Loan ID 200658	Fixed		2.000	%	1/1/2044		185,931
	214,775	Loan ID 200659	Fixed		4.000	%	3/1/2053		189,107
	191,311	Loan ID 200660	Fixed		5.875	%	3/1/2038		149,559
	393,574	Loan ID 200661	Fixed		4.000	%	2/1/2043		337,889
	219,638	Loan ID 200662	Fixed		5.000	%	3/1/2044		194,165
	71,617	Loan ID 200663	Fixed		4.750	%	5/1/2044		62,756
	286,919	Loan ID 200664	Fixed		4.750	%	4/1/2044		255,094
	274,075	Loan ID 200665	Fixed		4.299	%	12/1/2046		148,722
	224,109	Loan ID 200666	Fixed		5.890	%	8/26/2035		140,033
	232,097	Loan ID 200667	Fixed		4.625	%	6/1/2044		202,072
	317,677	Loan ID 200668	Fixed		3.625	%	4/1/2043		269,080
	161,062	Loan ID 200669	Fixed		5.250	%	4/1/2044		142,580
	71,450	Loan ID 200670	Fixed		4.375	%	2/1/2029		55,704
	247,581	Loan ID 200671	Fixed		4.625	%	8/1/2043		213,761
	165,901	Loan ID 200672	Fixed		3.750	%	7/1/2043		137,247
	143,066	Loan ID 200673	Fixed		4.625	%	5/1/2044		118,369
	321,718	Loan ID 200674	Fixed		4.500	%	5/1/2044		263,551
	333,796	Loan ID 200675	Fixed		5.125	%	4/1/2044		291,766
	101,293	Loan ID 200676	Fixed		3.750	%	6/1/2043		77,982
	140,273	Loan ID 200677	Fixed		3.625	%	5/1/2028		121,635
	487,344	Loan ID 200678	Fixed		4.375	%	2/1/2044		431,616
	264,213	Loan ID 200679	Fixed		5.000	%	4/1/2044		202,196
	66,124	Loan ID 200680	Fixed		5.375	%	3/1/2044		49,535
	230,640	Loan ID 200681	Fixed		3.625	%	4/1/2043		197,007

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	197,733	Loan ID 200682	Fixed		4.875	%	5/1/2044	$	161,851
	221,769	Loan ID 200683	Fixed		4.500	%	4/1/2044		193,558
	131,181	Loan ID 200684	Fixed		4.875	%	4/1/2044		115,257
	238,812	Loan ID 200685	Fixed		4.875	%	5/1/2044		198,296
	44,782	Loan ID 200686	Fixed		5.000	%	5/1/2044		36,575
	59,645	Loan ID 200687	Fixed		5.125	%	5/1/2044		45,755
	154,496	Loan ID 200688	Fixed		4.250	%	3/1/2053		105,391
	140,253	Loan ID 200689	Fixed		4.375	%	12/1/2043		100,704
	236,370	Loan ID 200690	Fixed		4.250	%	4/1/2044		202,770
	299,903	Loan ID 200691	Fixed		4.500	%	5/1/2044		248,291
	253,744	Loan ID 200692	Fixed		4.625	%	7/1/2044		218,518
	185,838	Loan ID 200693	Fixed		3.250	%	4/1/2043		144,678
	111,547	Loan ID 200694	Fixed		4.500	%	9/1/2043		86,040
	141,343	Loan ID 200695	Fixed		5.000	%	12/1/2043		111,683
	51,269	Loan ID 200696	Fixed		3.750	%	10/1/2042		41,678
	141,482	Loan ID 200697	Fixed		4.500	%	1/1/2044		109,369
	108,747	Loan ID 200698	Fixed		3.875	%	7/1/2042		79,551
	193,431	Loan ID 200699	Fixed		4.125	%	7/1/2044		162,263
	101,534	Loan ID 200700	Fixed		4.250	%	2/1/2044		84,276
	174,675	Loan ID 200701	Fixed		4.750	%	6/1/2044		143,258
	159,190	Loan ID 200702	Fixed		4.750	%	5/1/2044		132,224
	204,550	Loan ID 200703	Fixed		3.875	%	6/1/2043		170,542
	101,386	Loan ID 200704	Fixed		4.375	%	3/1/2043		88,608
	139,898	Loan ID 200705	Fixed		4.625	%	4/1/2044		118,641
	106,595	Loan ID 200706	Fixed		4.990	%	6/1/2044		92,574
	104,086	Loan ID 200707	Fixed		4.875	%	2/1/2044		91,029
	138,591	Loan ID 200708	Fixed		4.875	%	2/1/2044		120,657
	53,592	Loan ID 200709	Fixed		4.375	%	4/1/2043		44,397
	120,677	Loan ID 200710	Fixed		4.500	%	7/1/2044		103,424
	122,182	Loan ID 200711	Fixed		3.750	%	7/1/2043		95,407
	227,605	Loan ID 200712	Fixed		3.875	%	2/1/2044		194,101
	102,612	Loan ID 200713	Fixed		4.250	%	12/1/2043		89,334
	628,114	Loan ID 200714	Fixed		2.175	%	11/1/2036		489,522
	204,037	Loan ID 200715	ARM		2.875	%	9/1/2035		159,535
	210,980	Loan ID 200716	ARM		3.121	%	8/1/2037		144,632
	160,038	Loan ID 200717	ARM		2.625	%	1/1/2035		117,220
	196,215	Loan ID 200718	ARM		4.500	%	5/1/2036		129,702
	500,000	Loan ID 200719	ARM		2.625	%	6/1/2037		389,720
	149,104	Loan ID 200720	ARM		3.125	%	4/1/2042		126,263
	188,599	Loan ID 200721	Fixed		3.000	%	8/1/2037		131,056
	211,401	Loan ID 200722	ARM		2.750	%	5/1/2037		159,173
	252,790	Loan ID 200723	ARM		2.750	%	7/1/2037		210,995
	310,000	Loan ID 200724	ARM		2.750	%	5/1/2037		261,126
	193,438	Loan ID 200725	Fixed		7.000	%	7/1/2037		158,485

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	152,578	Loan ID 200726	Fixed		4.125	%	9/1/2037	$	93,785
	185,147	Loan ID 200727	Fixed		2.625	%	7/1/2037		156,037
	267,528	Loan ID 200728	ARM		2.625	%	5/1/2037		167,846
	357,261	Loan ID 200729	ARM		3.375	%	11/1/2037		270,669
	446,728	Loan ID 200730	ARM		2.625	%	9/1/2036		374,022
	196,183	Loan ID 200731	ARM		2.871	%	6/1/2037		135,634
	207,490	Loan ID 200732	Fixed		3.125	%	9/1/2027		180,023
	243,768	Loan ID 200733	Fixed		3.750	%	12/1/2042		208,883
	255,493	Loan ID 200734	ARM		3.375	%	4/1/2044		215,359
	106,662	Loan ID 200735	Fixed		4.500	%	6/1/2044		92,948
	150,445	Loan ID 200736	Fixed		4.750	%	5/1/2044		116,820
	147,583	Loan ID 200737	Fixed		4.750	%	5/1/2044		102,932
	614,881	Loan ID 200738	Fixed		4.125	%	6/1/2044		541,105
	367,651	Loan ID 200739	Fixed		4.625	%	8/1/2044		307,592
	136,955	Loan ID 200740	Fixed		4.875	%	6/1/2044		113,683
	112,223	Loan ID 200741	Fixed		4.250	%	6/1/2044		92,006
	185,422	Loan ID 200742	Fixed		4.250	%	4/1/2043		151,751
	321,622	Loan ID 200743	Fixed		4.990	%	7/1/2044		288,065
	201,791	Loan ID 200744	Fixed		3.625	%	6/1/2043		167,584
	129,775	Loan ID 200745	Fixed		3.250	%	6/1/2043		106,435
	384,168	Loan ID 200746	Fixed		5.250	%	6/1/2044		306,065
	348,337	Loan ID 200747	Fixed		4.125	%	5/1/2043		295,002
	471,142	Loan ID 200748	Fixed		4.750	%	12/1/2043		423,806
	160,409	Loan ID 200749	Fixed		4.750	%	9/1/2043		143,191
	254,763	Loan ID 200750	Fixed		4.750	%	5/1/2044		229,175
	177,753	Loan ID 200751	Fixed		3.750	%	7/1/2029		157,956
	172,794	Loan ID 200752	Fixed		4.750	%	10/1/2043		142,403
	62,355	Loan ID 200753	Fixed		5.250	%	5/1/2044		48,098
	233,011	Loan ID 200754	Fixed		4.750	%	8/1/2044		209,395
	59,434	Loan ID 200755	Fixed		4.250	%	6/1/2043		46,147
	198,162	Loan ID 200756	Fixed		4.875	%	11/1/2043		169,552
	160,798	Loan ID 200757	Fixed		4.250	%	7/1/2044		142,152
	311,539	Loan ID 200758	Fixed		3.000	%	2/1/2052		238,205
	133,965	Loan ID 200759	Fixed		3.750	%	6/1/2043		114,730
	184,092	Loan ID 200760	Fixed		3.750	%	6/1/2043		157,195
	112,843	Loan ID 200761	Fixed		4.625	%	1/1/2044		84,640
	317,890	Loan ID 200762	Fixed		3.875	%	5/1/2042		280,466
	161,474	Loan ID 200763	Fixed		4.250	%	11/1/2043		143,436
	324,634	Loan ID 200764	Fixed		3.875	%	6/1/2043		275,150
	214,075	Loan ID 200765	Fixed		4.875	%	11/1/2043		180,272
	522,193	Loan ID 200766	Fixed		3.625	%	12/1/2042		453,145
	425,363	Loan ID 200767	Fixed		5.000	%	6/1/2042		376,035
	529,285	Loan ID 200768	Fixed		4.000	%	6/1/2043		453,304
	143,186	Loan ID 200770	Fixed		4.000	%	5/1/2043		124,178

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

Vertical Capital Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
September 30, 2014

Principal			Loan Type	Interest Rate			Maturity	Value
		MORTGAGE NOTES (Continued) - 99.1 %
$	183,873	Loan ID 200771	Fixed		4.500	%	4/1/2043	$	139,234
	261,065	Loan ID 200772	Fixed		3.750	%	3/1/2043		226,369
	61,077	Loan ID 200773	Fixed		3.750	%	10/1/2043		39,405
	216,845	Loan ID 200774	Fixed		3.875	%	7/1/2043		186,073
	46,703	Loan ID 200775	Fixed		4.250	%	4/1/2043		40,036
	85,505	Loan ID 200776	Fixed		4.250	%	3/1/2044		70,517
	55,875	Loan ID 200777	Fixed		4.750	%	6/1/2044		45,825
	111,519	Loan ID 200778	Fixed		4.625	%	6/1/2044		100,914
	149,051	Loan ID 200779	Fixed		4.625	%	8/1/2044		131,165
	64,386	Loan ID 200780	Fixed		4.250	%	8/1/2044		52,796
	174,775	Loan ID 200781	Fixed		4.625	%	9/1/2044		153,802
	223,435	Loan ID 200782	Fixed		4.750	%	8/1/2044		198,857

TOTAL MORTGAGE NOTES (Cost - $106,607,566)*		107,654,564

OTHER INVESTMENTS (Cost - $114,103)(a) - 0.1 %		110,716

TOTAL INVESTMENTS (Cost - $106,721,669)(a) - 99.2 %	$	107,765,280
CASH AND OTHER ASSETS LESS LIABILITIES - 0.8 %		845,139
NET ASSETS - 100.0%	$	108,610,419

ARM - Adjustable Rate Mortgage

Illiquid Securities

(a)

Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is the same as there are no book to tax differences.

Unrealized appreciation:	$	3,237,990
Unrealized depreciation:		(2,194,379	)
Net unrealized appreciation:	$	1,043,611

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

Vertical Capital Income Fund
Statement of Assets and Liabilities
September 30, 2014

Assets:
Investments at Value (identified cost $106,721,669)	$	107,765,280
Cash		2,267,804
Interest Receivable		1,287,353
Receivable for Securities Sold and Principal Paydowns		602,486
Receivable for Fund Shares Sold		261,761
Prepaid Expenses and Other Assets		74,406
Total Assets		112,259,090

Liabilities:
Line of Credit		3,500,000
Accrued Advisory Fees		64,905
Accrued Shareholder Servicing Fees		1,000
Accrued Administration Fees		8,270
Accrued Fund Accounting Fees		3,452
Accrued Transfer Agency Fees		4,135
Accrued Security Servicing Fees		19,485
Accrued Expenses and Other Liabilities		47,424
Total Liabilities		3,648,671

Net Assets	$	108,610,419

Composition of Net Assets:
At September 30, 2014, Net Assets consisted of:
Paid-in-Beneficial Interest	$	107,244,761
Accumulated Net Realized Gain From Investments		322,047
Net Unrealized Appreciation on Investments		1,043,611
Net Assets	$	108,610,419

Net Asset Value Per Share
Net Assets	$	108,610,419
Shares of Beneficial Interest Outstanding (no par value; unlimited shares authorized)		9,835,283
Net Asset Value and Repurchase Price per Share	$	11.04
Offering Price per Share (Maximum sales charge of 4.50%)	$	11.56

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

Vertical Capital Income Fund
Statement of Operations
For the Year Ended September 30, 2014

Investment Income:
Interest Income	$	4,831,064
Other Income		11,715
Total Investment Income		4,842,779

Expenses:
Investment Advisory Fees		917,918
Security Servicing Fees		200,471
Administration Fees		93,313
Transfer Agent Fees		74,423
Legal Fees		72,116
Printing Expense		53,341
Trustees’ Fees		42,374
Custody Fees		41,278
Fund Accounting Fees		36,541
Registration and Filing Fees		34,999
Interest Expense		31,787
Non Rule 12b-1 Shareholder Servicing Expense		30,496
Audit Fees		28,250
Chief Compliance Officer Fees		26,346
Insurance Expense		23,946
Other Loan Servicing Fees		15,319
Line of Credit Fees		10,875
Shareholder Servicing Fees		1,000
Miscellaneous Expense		900
Less: Expenses Reimbursed for Prior Year Shareholder Servicing Fee		(31,057	)
Total Expenses		1,704,636
Less: Expenses Waived by Adviser		(299,897	)
Net Expenses		1,404,739
Net Investment Income		3,438,040

Net Realized and Unrealized Gain on Investments:
Net Realized Gain on Investments		530,177
Net Change in Unrealized Appreciation on Investments		828,698
Net Realized and Unrealized Gain on Investments		1,358,875

Net Increase in Net Assets Resulting From Operations	$	4,796,915

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

Vertical Capital Income Fund
Statements of Changes in Net Assets

	For the Year			For the Year
	Ended			Ended
	September 30, 2014			September 30, 2013

Operations:
Net Investment Income	$	3,438,040		$	1,028,241
Net Realized Gain on Investments		530,177			353,673
Net Change in Unrealized Appreciation on Investments		828,698			58,630
Net Increase in Net Assets
Resulting From Operations		4,796,915			1,440,544

Distributions to Shareholders From:
Net Investment Income ($0.56 and $0.42 per share, respectively)		(3,757,137	)		(918,097	)
Net Realized Gains ($0.05 and $0.07 per share, respectively)		(254,224	)		(99,877	)
Total Distributions to Shareholders		(4,011,361	)		(1,017,974	)

Beneficial Interest Transactions:
Proceeds from Shares Issued		71,268,179			29,527,693
Distributions Reinvested		2,305,559			613,040
Cost of Shares Redeemed		(5,735,581	)		(2,332,866	)
Total Beneficial Interest Transactions		67,838,157			27,807,867

Total Increase in Net Assets		68,623,711			28,230,437

Net Assets:
Beginning of Year		39,986,708			11,756,271
End of Year (including accumulated net investment income of $0 and $111,395, respectively)	$	108,610,419		$	39,986,708

Share Activity
Shares Issued		6,469,996			2,718,852
Shares Reinvested		209,971			56,432
Shares Redeemed		(521,780	)		(209,750	)
Net Increase in Shares of Beneficial Interest Outstanding		6,158,187			2,565,534

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, 2014

Increase (Decrease) in Cash
Cash Flows Provided by/(Used for) Operating Activities:
Net Increase in Net Assets Resulting from Operations	$	4,796,915

Adjustments to Reconcile Net Increase in Net Assets Resulting from
Operations to Net Cash Used for Operating Activities:

Purchases of Long-Term Portfolio Investments		(78,343,784	)
Proceeds from Sale of Long-Term Portfolio Investments and Principal Paydowns		6,180,240
Increase in Interest Receivable		(1,009,121	)
Increase in Receivable for Securities Sold and Principal Paydown		(534,653	)
Increase in Receivable for Fund Shares Sold		(139,420	)
Increase in Prepaid Expenses and Other Assets		(28,022	)
Increase in Accrued Advisory Fees		59,060
Decrease in Accrued Shareholder Servicing Fees		(30,055	)
Increase in Accrued Administration Fees		4,570
Increase in Accrued Fund Accounting Fees		1,051
Increase in Accrued Transfer Agency Fees		2,335
Increase in Accrued Security Servicing Fees		9,523
Increase in Accrued Expenses and Other Liabilities		2,427
Net Amortization on Investments		(996,415	)
Net Realized Gain on Investments		(530,177	)
Change in Unrealized Appreciation on Investments		(828,698	)
Net Cash Used for Operating Activities		(71,384,224	)

Cash Flows Provided by (Used for) Financing Activities:
Proceeds from Sale of Shares		71,268,179
Redemption of Shares		(5,735,581	)
Dividends Paid to Shareholders, Net of Reinvestments		(1,705,802	)
Net cash provided by Line of Credit		3,500,000
Net Cash Provided by Financing Activities		67,326,796

Net Decrease in Cash		(4,057,428	)
Cash at Beginning of Period		6,325,232
Cash at End of Period	$	2,267,804

Supplemental Disclosure of Cash Flow Information:

Non-Cash Financing Activities Included Reinvestment of Distributions During the Fiscal Period of $599,757.

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 period presented.

	Year			Year			Period
	Ended			Ended			Ended
	September 30, 2014			September 30, 2013			September 30, 2012**

Net Asset Value, Beginning of Period	$	10.87		$	10.58		$	10.00

From Operations:
Net investment income (a)		0.51			0.50			0.33
Net gain from investments (both realized and unrealized)		0.27			0.28			0.44
Total from operations		0.78			0.78			0.77

Distributions to shareholders from:
Net investment income		(0.56	)		(0.42	)		(0.19	)
Net realized gains		(0.05	)		(0.07	)		—
Total distributions		(0.61	)		(0.49	)		(0.19	)

Net Asset Value, End of Period	$	11.04		$	10.87		$	10.58

Total Return (b)		7.29	%		7.42	%		7.70	% (d)

Ratios/Supplemental Data
Net assets, end of period (in 000’s)	$	108,610		$	39,987		$	11,756
Ratio of gross expenses to average net assets		2.32	% (e)		3.20	%		9.42	% (c)
Ratio of net expenses to average net assets		1.91	% (e)		1.85	%		1.85	% (c)
Ratio of net investment income to average net assets		4.68	% (e)		4.61	%		4.21	% (c)
Portfolio turnover rate		8.37	%		11.68	%		1.50	% (d)

The Fund commenced operations on December 30, 2011.

(a)

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

(b)

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

(c)

Annualized.

(d)

Not annualized.

(e)

Ratio includes 0.06% for the year ended September 30, 2014 attributed to interest expense and fees.

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

Vertical Capital Income Fund
Notes to Financial Statements
September 30, 2014

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 that operates as an interval fund with a continuous offering of Fund shares. The investment objective of the Fund is to seek income. The Fund commenced operations on December 30, 2011. The Fund currently offers shares at net asset value plus a maximum sales charge of 4.50%.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements 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.

Security Valuation

Mortgage Notes – The Fund utilizes a proprietary discounted cash flow model to value its Mortgage Notes. Vertical Capital Asset Management, LLC. (“the Adviser”) uses the model daily to calculate net present value of discounted cash flows based on a combination of servicing data (maturity dates, rates, loan type, etc.) that is fed into the pricing model along with various readily available inputs including yield curves, prepayment speeds, default rates and loss severity assumptions. The future expected cash flows and related treasury yields are also utilized to compare with each individual Mortgage Note yield in the model. That yield is determined as a spread to the interpolated treasury curve, based on market knowledge of the collateral type, prepayment history, average life, and credit quality. The combination of loan level criteria and daily market adjustments produces a daily price for each Mortgage Note relative to current public market conditions.

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

The Fund will invest primarily in Mortgage Notes secured by residential real estate. The market or liquidation value of each type of residential real estate collateral may be adversely affected by numerous factors, including rising interest rates; changes in the national, state and local economic climate and real estate conditions; perceptions of prospective buyers of the safety, convenience and attractiveness of the properties; maintenance and insurance costs; changes in real estate taxes and other expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; 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 Trust’s Board of Trustees (the “Board”) in accordance with the Trust’s Portfolio Securities Valuation Procedures (the “Procedures”). The Procedures consider, among others, the following factors to determine a security’s fair value: the nature and pricing history (if any) of the

Vertical Capital Income Fund
Notes to Financial Statements (Continued)
September 30, 2014

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. As described above, the Mortgage Notes, which are fair valued daily, are priced by the Adviser and through a proprietary discounted cash flow model, under the direction of the Board.

The Fund’s senior management contracted with LCAP Advisors to create an asset valuation model along with policies and maintenance procedures for the Fund. The valuation procedures and the Model are reviewed and maintained on a daily basis within the management of the Fund. Any calibrations or adjustments to the model, that may be necessary are done on an as needed basis to ensure accurate pricing. Financial markets are monitored daily by the Adviser relative to interest rate environment along with third party data from the U.S. Department of the Treasury, Reuters and Moody’s which is uploaded into the pricing model along with a daily loan servicing tape. In addition to the readily available data from the financial markets, the Adviser uses a number of pricing criteria that represent the Adviser’s 30 years of credit and collateral underwriting experience related to mortgage notes to accurately value the Notes.

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

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.

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, 2014 for the Fund’s assets measured at fair value:

Assets	Level 1		Level 2		Level 3		Total
Mortgage Notes	$	—	$	—	$	107,654,564	$	107,654,564
Other Investments		—		—		110,716	$	110,716
Total	$	—	$	—	$	107,765,280	$	107,765,280

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.

Vertical Capital Income Fund
Notes to Financial Statements (Continued)
September 30, 2014

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

	Mortgage Notes			Other Investments			Total
Beginning Balance	$	33,146,827		$	99,620		$	33,246,447
Net realized gain (loss)		510,274			19,903			530,177
Change in unrealized appreciation (depreciation)		851,473			(22,775	)		828,698
Cost of purchases		78,230,204			113,579			78,343,783
Proceeds from sales and principal paydowns		(6,079,240	)		(101,000	)		(6,180,240	)
Amortization		995,026			1,389			996,415
Net Transfers in/out of level 3		—			—			—
Ending balance	$	107,654,564		$	110,716		$	107,765,280

The total change in unrealized appreciation (depreciation) included in the Statement of Operations attributable to Level 3 investments still held at September 30, 2014 is $750,411.

The following table provides quantitative information about the Fund’s Level 3 values, as well as its inputs, as of September 30, 2014. The table is not all-inclusive, but provides information on the significant Level 3 inputs.

Weighted

Range of

Average of

Unobservable

Value

Valuation Technique

Inputs

Mortgage Notes

107,654,564

Comprehensive pricing model with emphasis on discounted cash flows

Constant prepayment rate

0-200

3.79

Comparability adjustment

.5% - 27%

Closing Balance

107,654,564

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

	Impact to Value if Input	Impact to Value if Input
Unobservable Input	Increases	Decreases
Constant prepayment rate	Increase	Decrease
Comparability adjustment	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. Paydown gains and losses are recorded as interest income. Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities.

Vertical Capital Income Fund
Notes to Financial Statements (Continued)
September 30, 2014

Credit Facility – The Fund has entered into a revolving line of credit agreement with Sunwest Bank for investment purposes subject to the limitations of the 1940 Act for borrowings. The maximum amount of borrowing allowed under the agreement is the lesser of $10,000,000 or 33 1/3% of the Fund’s gross assets. The Fund will be charged an annual fee of $25,000 for this agreement. Borrowings under this agreement bear interest at a rate equal to the Wall Street Journal Prime, with a floor rate of 3.25%, per annum, on the principal balance outstanding. During the year ended September 30, 2014, the Fund utilized the line of credit. The average amount of borrowing for the year was $2,450,685 and the total interest expense for the year was $31,787. As of September 30, 2014, the Fund had an outstanding loan balance of $3,500,000.

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 2012 or 2013 tax returns or expected to be taken in the Fund’s 2014 tax returns. The Fund identified its major tax jurisdictions as U.S. Federal, and foreign 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.

Distributions to Shareholders – Distributions from investment income, if any, are declared and paid monthly and are recorded on the ex-dividend date. The Fund will declare and pay net realized capital gains, if any, annually. 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.

INVESTMENT IN RESTRICTED SECURITIES

Notes secured by a mortgage or deed of trust held by the Fund (“Restricted Securities”), while exempt from registration under the Securities Act of 1933, (the “1933 Act”), are subject to certain restrictions on resale and cannot be sold publicly. The Fund may invest in Restricted Securities 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 has no rights to compel the obligor or issuer of a Restricted Security to register such a Restricted Security under the 1933 Act.

Vertical Capital Income Fund
Notes to Financial Statements (Continued)
September 30, 2014

ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

The business activities of the Fund are overseen by the Board, which is responsible for the overall management of the Fund. Vertical Capital Asset Management, LLC serves as the Fund’s Investment Adviser. The Fund has employed Gemini Fund Services, LLC (“GFS”) to provide administration, fund accounting, and transfer agent services. A Trustee and certain officers of the Fund are also officers of GFS, and are not paid any fees directly by the Fund for serving in such capacities.

Advisory Fees – Pursuant to an Advisory Agreement with the Fund, the Adviser, under the oversight of the Board, directs 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 Adviser, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 1.25% of the average daily net assets of the Fund. For the year ended September 30, 2014, the Adviser earned advisory fees of $917,918.

The Adviser has contractually agreed to waive all or part of its management fees and/or make payments to limit Fund expenses (exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, expenses of investing in Underlying Funds, or extraordinary expenses such as litigation) at least until January 31, 2016, so that the total annual operating expenses of the Fund do not exceed 1.85% of the average daily net assets of the Fund and 2.50% through at least April 30, 2024. Waivers and expense reimbursements may be recouped by the Adviser from the Fund, to the extent that overall expenses fall below the expense limitation, within three years of when the amounts were waived. For the year ended September 30, 2014, the Adviser waived advisory fees of $299,897. Expenses subject to recapture by the Adviser amounted to $252,754 that will expire on September 30, 2015, $298,390 that will expire on September 30, 2016 and $299,897 that will expire on September 30, 2017.

Pursuant to separate servicing agreements with GFS, the Fund pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Fund.

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

Northern Lights Compliance Services, LLC (“NLCS”) – NLCS, an affiliate of GFS, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Fund.

Gemcom, LLC (“Gemcom”) – Gemcom, an affiliate of GFS, 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, Gemcom receives customary fees from the Fund.

Distributor – The distributor of the Fund is Northern Lights Distributors, LLC (the “Distributor”), an affiliate of GFS. The Board of Trustees of the Fund has adopted, on behalf of the Fund, a Shareholder Servicing Plan to pay for certain shareholder services. Under the Plan, the Fund will pay 0.01% per year of its average daily net assets for such shareholder service activities. Prior to January 27, 2014, the Fund paid 0.25% per year of its average daily net assets for such shareholder service activities. For the year ended September 30, 2014, the Fund incurred shareholder servicing fees of $1,000.

Security Servicing Agent – The Fund pays Vertical Recovery Management, LLC (“VRM”) a fee equal to 0.25% of the Fund’s average daily net assets for the collections from and maintenance of its securities by providing services such as contacting delinquent borrowers and managing the foreclosure process or other recovery processes for the Fund in the event of a borrower’s default. VRM is an affiliate of the Adviser. For the year ended September 30, 2014, the Fund incurred security servicing fees of $200,471.

Vertical Capital Income Fund
Notes to Financial Statements (Continued)
September 30, 2014

Trustees – The Fund pays each Trustee who is not affiliated with the Trust or Adviser a quarterly fee of $2,500, as well as reimbursement for any reasonable expenses incurred attending meetings. The “interested persons” who serve as Trustees of the Trust receive no compensation for their services as Trustees. None of the executive officers receive compensation from the Trust.

INVESTMENT TRANSACTIONS

The cost of purchases and proceeds from sales and paydowns of securities, other than U.S. Government securities and short-term investments, for the year ended September 30, 2014 amounted to $78,275,725 and $5,878,301, respectively.

REPURCHASE OFFERS

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

During the year ended September 30, 2014, the Fund completed four quarterly repurchase offers. In those offers, the Fund offered to repurchase up to 5% of the number of its outstanding shares as of the Repurchase Pricing Dates. The results of those repurchase offers were as follows:

	Repurchase Offer			Repurchase Offer			Repurchase Offer			Repurchase Offer
	#1			#2			#3			#4
Commencement Date		12/16/13			03/19/14			06/16/14			09/12/14
Repurchase Request Deadline		01/14/14			04/24/14			07/21/14			10/17/14
Repurchase Pricing Date		01/14/14			04/24/14			07/21/14			10/17/14
Net Asset Value as of Repurchase Pricing Date	$	10.89		$	11.04		$	11.16		$	11.31
Amount Repurchased	$	1,706,421		$	2,487,240		$	885,591		$	1,967,224
Percentage of Outstanding Share Repurchased		2.81	%		3.26	%		0.95	%		1.74	%

DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions for the following years was as follows:

	Fiscal Year Ended		Fiscal Year Ended
	September 30, 2014		September 30, 2013
Ordinary Income	$	3,881,567	$	1,017,974
Long-Term Capital Gain		129,794		—
	$	4,011,361	$	1,017,974

As of September 30, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed		Undistributed		Capital Loss		Other		Post October Loss		Unrealized		Total
Ordinary		Long-Term		Carry		Book/Tax		and		Appreciation/		Accumulated
Income		Gains		Forwards		Differences		Late Year Loss		(Depreciation)		Earnings/(Deficits)
$	79,247	$	242,800	$	—	$	—	$	—	$	1,043,611	$	1,365,658

Vertical Capital Income Fund
Notes to Financial Statements (Continued)
September 30, 2014

Permanent book and tax differences, primarily attributable to the reclassification of Fund distributions, resulted in reclassification for the year ended September 30, 2014 as follows:

Paid		Undistributed		Accumulated
In		Net Investment		Net Realized
Capital		Income (Loss)		Gains (Loss)
$	—	$	207,702	$	(207,702	)

SUBSEQUENT DISTRIBUTIONS TO SHAREHOLDERS

On October 30, 2014, the Fund paid an ordinary income dividend of $0.0420 per share to shareholders of record on October 29, 2014.

On November 26, 2014, the Fund paid an ordinary income dividend of $0.0395 per share to shareholders of record on November 25, 2014.

AFFILIATED BROKER COMMISSIONS

During the year ended September 30, 2014, Vertical Recovery Management LLC, an affiliate of the Adviser, provided execution support and trade settlement services on behalf of the Fund. Vertical Recovery Management, LLC received $773,567 in trade-related payments and fees (brokerage commissions).

10.

SUBSEQUENT EVENTS

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has determined that there were no subsequent events to report through the issuance of these financial statements

(BBD LOGO)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities of the Vertical Capital Income Fund, a series of shares of Vertical Capital Income Fund, Inc., including the portfolio of investments, as of September 30, 2014, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the two-year period then ended and for the period December 30, 2011 (commencement of operations) through September 30, 2012. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2014 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As explained in Note 2, the financial statements include investments valued at $107,765,280 (99% of net assets), whose fair values have been estimated under procedures established by the Board of Trustees in the absence of readily ascertainable fair values.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Vertical Capital Income Fund as of September 30, 2014, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and its financial highlights for each of the years in the two-year period then ended and for the period December 30, 2011 through September 30, 2012, in conformity with accounting principles generally accepted in the United States of America.

(-s- BBD LLP)

BBD, LLP

Philadelphia, Pennsylvania
November 28, 2014

Vertical Capital Income Fund
Disclosure of Fund Expenses (Unaudited)
September 30, 2014

As a shareholder of the Fund, you incur ongoing costs, including management fees, distribution and/or service fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. Please note, the expenses shown in the tables are meant to highlight ongoing costs only and do not reflect any transactional costs.

This example is based on an investment of $1,000 invested for the period of time as indicated in the table below.

Actual Expenses: The first line of the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.

Hypothetical Examples for Comparison Purposes: The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs which may be applicable to your account. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning		Expenses Paid During
	Account	Ending Account	the Period*
	Value	Value	(4/1/14 to
	(4/1/14)	(9/30/14)	9/30/14)
Actual	$1,000.00	$1,030.40	$9.42
Hypothetical
(5% return before expenses)	$1,000.00	$1,015.79	$9.35

Expenses Paid During the Period are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio of 1.85% multiplied by the number of days in the period (183) divided by the number of days in the fiscal year (365).

Vertical Capital Income Fund

Supplemental Information (Continued)
September 30, 2014 (Unaudited)

Following is a list of the Trustees and executive officers of the Trust and their principal occupation over the last five years. Unless otherwise noted, the address of each Trustee and Officer is 80 Arkay Drive, Hauppauge, NY 11788.


Independent Trustees
Name (Year of Birth) Position held with the Fund Principal Occupations and Other Directorships During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee**
Robert J. Boulware (1956) Trustee since August 2011 Managing Director, Pilgrim Funds, LLC (private equity fund), Sept. 2006 to present. Other Directorships: Trustee, Met Investors Series Trust (70 portfolios), March 2008 to present; Director, Gainsco Inc. (auto insurance) May 2005 to present, Trustee, Sharespost 100, March 2013 to Present	1
Mark J. Schlafly (1961) Trustee since August 2011 Managing Director, Russell Investments, June 2013 to present; President and Chief Executive Officer, FSC Securities Corporation, July 2008 to April 2011; Senior Vice President, LPL Financial Corporation, July 2006 to July 2008. Other Directorships: Big Brothers Big Sisters of Massachusetts Bay, Inc., Oct. 2006 to July 2009; Invest In Others Charitable Foundation, Inc., Oct. 2006 to July 2008.	1
T. Neil Bathon (1961) Trustee since August 2011 Independent Director, BNY Mellon Chartable Gift Fund, July 2003 to Present; Managing Director, Managing Partner, FUSE Research Network, LLC, Aug. 2008 to present; Managing Director, PMR Associates LLC, July 2006 to Present; Financial Research Corp, Oct. 1987 to May 2006. Other Directorships: Financial Investors Variable Insurance Trust (5 portfolios), Jan. 2007 to Feb. 2010.	1
Jeffrey F. O'Donnell (1960) Trustee since August 2011 Executive Chairman of the Board, Trice Medical, Inc., December 2011 to present, CEO, July 2014 to present; Chairman of the Board, Mela Sciences, Inc., January 2014 to present; Member, Board of Directors, CD Diagnostics, July 2012 to July 2014; Managing Director, BioStar Ventures, July 2009 (Venture Partner) to June 2014; Chairman of the Board and Chief Executive Officer, Embrella Cardiovascular, Inc., July 2009 to March 2011; President and Chief Executive Officer, Photomedex, Inc. Jan, 2000 to July 2009. Other Directorships: Director, Endologix, Inc., 1998 to May 2011;	1
Interested Trustees and Officers
A. Bayard Closser ***(1960) Trustee, Chairman of Board of Trustees, President, each since August 2011 President, Vertical Capital Markets Group, LLC (broker-dealer holding company), Sept. 2010 to present; President, MAC Adventures, Inc., Feb. 2009 to Aug. 2011; Executive Vice President, ING Funds Distributor, LLC (and successor affiliated entities), Dec. 1998 to Feb. 2009. Other Directorships: None	1

Vertical Capital Income Fund

Supplemental Information (Continued)
September 30, 2014 (Unaudited)


Interested Trustees and Officers (Continued)
Name (Year of Birth) Position held with the Fund Principal Occupations and Other Directorships During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee**
Christopher R. Chase ***(1953) Trustee Since August 2011 Managing Member, Vertical Capital Asset Management, LLC, July 2011 to present; Managing Member, Vertical Recovery Management, LLC (asset management), Oct. 2008 to present; Managing Member, Vertical Capital Markets Group, LLC (broker-dealer holding company), Oct. 2008 to present; President, Vertical Fund Group, Inc. (investment holding company), Aug. 2007 to present; President, Chase Pacific Capital Advisors (commercial real estate mortgage brokerage), 1996 to present. Other Directorships: John Tracy Clinic, June 2013 to Present	1
Gustavo A. Altuzarra (1957) Treasurer since August 2011 Managing Member, Vertical Capital Asset Management, LLC, July 2011 to present; Managing Member, Vertical Recovery Management, LLC (asset management), Oct. 2008 to present; Principal and Secondary Marketing Officer, Vertical Financial Group, Inc. (mortgage brokerage), July 2004 to present. Other Directorships: N/A	N/A
Harris Cohen (1981) Assistant Treasurer since 2011 Manager of Fund Administration, Gemini Fund Services, LLC, Nov. 2004 to present. Other Directorships: N/A	N/A
James P. Ash (1976) Secretary since 2011 Senior Vice President, Gemini Fund Services, LLC from 2012 to present; Vice President, Gemini Fund Services, LLC from 2011 to 2012; Director of Legal Administration, Gemini Fund Services LLC from 2009 to 2011; Assistant Vice President of Legal Administration, Gemini Fund Services, LLC from 2008 to 2011.Law Clerk, Oct 2005 to May 2008. Other Directorships: N/A	N/A
Emile R. Molineaux (1962) Chief Compliance Officer and Anti-Money Laundering Officer Since August 2011 Northern Lights Compliance Services, LLC (Secretary since 2003 and Senior Compliance Officer since 2011); General Counsel, CCO and Senior Vice President, Gemini Fund Services, LLC; Secretary and CCO, Northern Lights Compliance Services, LLC (2003-2011). Other Directorships: N/A	N/A

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

*** Mr. Closser is an interested Trustee because he is also an officer (President) of the Fund. Mr. Chase is an interested Trustee because he owns a controlling (co-controlling 50%) interest in the Fund's investment adviser.

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

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

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

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

Investment Adviser

Vertical Capital Asset Management, LLC

20 Pacifica, Suite 190
Irvine, CA 92618

Administrator

Gemini Fund Services, LLC

80 Arkay Drive
Hauppauge, NY 11788

Item 2. Code of Ethics.

(a)

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

(b)

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

(1)

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

(2)

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

(3)

Compliance with applicable governmental laws, rules, and regulations;

(4)

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

(5)

Accountability for adherence to the code.

(c)

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

(d)

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services

(a)

Audit Fees

Registrant

Advisor

FYE 09/30/14

$25,000

N/A

FYE 09/30/13

$30,250

N/A

(b)

Audit-Related Fees

Registrant

Advisor

FYE 09/30/14

N/A

FYE 09/30/13

N/A

(c)

Tax Fees

Registrant

Advisor

FYE 09/30/14

$3,000

N/A

FYE 09/30/13

$3,000

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 09/30/14

N/A

FYE 09/30/13

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

Tax Fees:

N/A

All Other Fees:

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 09/30/2014

$3,000

N/A

FYE 09/30/2013

$3,000

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, Vertical Capital Asset Management, 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:

Requiring senior executives to hold stock in a company.

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.

Mr. Altuzarra, Managing Partner of the Adviser, and Mr. Chase, Managing Partner of the Adviser, are the Fund's co-portfolio managers. Each share primary responsibility for management of the Fund's investment portfolio and have served the Fund in this capacity since it commenced operations in 2011. Mr. Altuzarra and Mr. Chase are each compensated through their share of the profits, if any, of the Adviser. Because the portfolio managers may manage assets for other pooled investment vehicles and/or other accounts (including institutional clients, pension plans and certain high net worth individuals) (collectively "Client Accounts"), or may be affiliated with such Client Accounts, there may be an incentive to favor one Client Account over another, resulting in conflicts of interest. For example, the Adviser may, directly or indirectly, receive fees from Client Accounts that are higher than the fee it receives from the Fund, or it may, directly or indirectly, receive a performance-based fee on a Client Account. In those instances, a portfolio manager may have an incentive to not favor the Fund over the Client Accounts. The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest. As September 30, 2014, Mr. Altuzarra and Mr. Chase each owned $50,000 to $100,000 of Fund shares.

As of September 30, 2014, Mr. Altuzarra 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	3	$65,372,861	2	$56,352,861
Other Accounts	0	$0	0	$0

As of September 30, 2014, Mr. Chase 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	3	$65,372,861	2	$56,352,861
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. 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/ Bayard Closser

Bayard Closser, President

Date

12/9/14

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/ Bayard Closser

Bayard Closser, President

Date

12/9/14

By (Signature and Title)

/s/ Gustavo A. Altuzarra

Gustavo A. Altuzarra Treasurer

Date

12/9/14

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

GemCom, LLC

Exhibit 99.CERT

CERTIFICATIONS

I, Bayard Closser, certify that:

I have reviewed this report on Form N-CSR of the Vertical Capital Income Fund;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 ) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation;

disclosed in this report any change 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 has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:

12/9/14

/s/ Bayard Closser

Bayard Closser, President

I, Gustavo A. Altuzarra, certify that:

I have reviewed this report on Form N-CSR of the Vertical Capital Income Fund;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:

12/9/14

/s/ Gustavo A. Altuzarra

Gustavo A. Altuzarra, Treasurer

GemCom, LLC

EX-99.906CERT

CERTIFICATION

Bayard Closser, President, and Gustavo A. Altuzarra, Treasurer of the Vertical Capital Income Fund (the “Registrant”), each certify to the best of his or her knowledge that:

The Registrant’s periodic report on Form N-CSR for the period ended September 30, 2014 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

President

Chairman of the Board, Treasurer

Vertical Capital Income Fund

/s/ Bayard Closser

/s/ Gustavo A. Altuzarra

Bayard Closser

Gustavo A. Altuzarra

Date:

12/9/14

Date:

12/9/14

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Vertical Capital Income Fund and will be retained by the Vertical Capital Income Fund and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.

This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

GemCom, LLC

EX-99.CODE ETH 4 codeofethics.htm

Vertical Capital Income Fund

CODE OF ETHICS

August 2, 2011

The Vertical Capital Income Fund (the "Trust") has adopted this Code of Ethics (the "Code") in order to set forth guidelines and procedures that promote ethical practices and conduct by all of its Access Persons and to ensure that all Access Persons comply with the federal securities laws. Although this Code contains a number of specific standards and policies, there are four key principles embodied throughout the Code.

THE INTERESTS OF THE FUND MUST ALWAYS BE PARAMOUNT

Access Persons have a legal, fiduciary duty to place the interests of the Fund ahead of their own. In any decision relating to their personal investments, Access Persons must scrupulously avoid serving their own interests ahead of those of the Trust.

Access Persons may not take advantage of their relationship with the Fund

Access Persons should avoid any situation (unusual investment opportunities, perquisites, accepting gifts of more than token value from persons seeking to do business with the Fund) that might compromise, or call into question, the exercise of their fully independent judgment in the interests of the Fund.

All Personal Securities Transactions should avoid any actual, potential, or apparent conflicts of interest

Although all Personal Securities Transactions by Access Persons must be conducted in a manner consistent with this Code, the Code itself is based on the premise that Access Persons owe a fiduciary duty to the Fund, and should avoid any activity that creates an actual, potential, or apparent conflict of interest. This includes executing transactions through or for the benefit of a third party when the transaction is not in keeping with the general principles of this Code.

Access Persons must adhere to these general principles as well as comply with the specific provisions of this Code. Technical compliance with the Code and its procedures will not automatically prevent scrutiny of trades that show a pattern of abuse of an individual's fiduciary duty to the Fund.

Access Persons must comply with all applicable laws

In both work-related and personal activities, Access Persons must comply with all applicable laws, including the federal securities laws.

Any violations of this Code should be reported promptly to the Chief Compliance Officer. Failure to do so will be deemed a violation of the Code.

DEFINITIONS

"Access Person" shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and shall include:

1. all officers and directors (or persons occupying a similar status or performing a similar function) of the Fund;

2. all officers and directors (or persons occupying a similar status or performing a similar function) of each Adviser or Sub-Adviser with respect to its corresponding series of the Trust (together, the "Advisers");

3. any employee of the Trust or the Adviser (or of any company controlling or controlled by or under common control with the Trust or the Adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Funds, or whose functions relate to the making of any recommendations with respect to the purchase or sale; and

4. any other natural person controlling, controlled by or under common control with the Trust or the Adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

"Beneficial Ownership" means in general and subject to the specific provisions of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, having or sharing, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise, a direct or indirect "pecuniary interest" in the security.

"Chief Compliance Officer" means the Code of Ethics Compliance Officer of the Trust with respect to Trustees and officers of the Trust, or the CCO of the Adviser with respect to Adviser personnel.

"Code" means this Code of Ethics.

"Covered Security" means any Security, except (i) direct obligations of the U.S. Government, (ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and (iii) shares issued by open-end mutual funds.

"Decision Making Access Person" means any Access Person who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by the Funds, or whose functions relate to the making of any recommendations with respect to such purchases or sales. Decision Makers typically are Adviser personnel.

"Fund" means the Trust.

"Immediate family" means an individual's spouse, child, stepchild, grandchild, parent, stepparent, grandparent, siblings, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and should include adoptive relationships. For purposes of determining whether an Access Person has an "indirect pecuniary interest" in securities, only ownership by "immediate family" members sharing the same household as the Access Person will be presumed to be an "indirect pecuniary interest" of the Access Person, absent special circumstances.

"Independent Trustees" means those Trustees of the Trust that would not be deemed an "interested person" of the Trust, as defined in Section 2(a)(19)(A) of the 1940 Act.

"Indirect Pecuniary Interest" includes, but is not limited to: (a) securities held by members of the person's Immediate Family sharing the same household (which ownership interest may be rebutted); (b) a general partner's proportionate interest in portfolio securities held by a general or limited partnership; (c) a person's right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person's interest in securities held by a trust; (e) a person's right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions.

"Pecuniary Interest" means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.

"Personal Securities Transaction" means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.

"Purchase or Sale of a Security" includes the writing of an option to purchase or sell a Security. A Security shall be deemed "being considered for Purchase or Sale" for the Trust when a recommendation to purchase or sell has been made and communicated by a Decision Making Access Person, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. These recommendations are placed on the "Restricted List" until they are no longer being considered for Purchase or Sale, or until the Security has been purchased or sold.

"Restricted List" means the list of securities maintained by the Chief Compliance Officer in which trading by Access Persons is generally prohibited.

"Security" means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, or, in general, an interest or instrument commonly know as "security", or any certificate or interest or participation in temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase (including options) any of the foregoing.

"Sub-Adviser" means the sub-adviser, if any, to the Trust.

"Trust" means the Vertical Capital Income Fund.

PROHIBITED ACTIONS AND ACTIVITIES

No Access Person shall purchase or sell directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or should have known at the time of such purchase or sale;

(1)

is being considered for purchase or sale by the Fund, or

(2) is being purchased or sold by the Fund.

Decision-Making Access Persons may not participate in any initial public offering of Covered Securities in any account over which they exercise Beneficial Ownership. All other Access Persons must obtain prior written authorization from the Chief Compliance Officer prior to such participation;

B. No Access Person may purchase a Covered Security in which by reason of such transaction they acquire Beneficial Ownership in a private placement of a Security, without prior written authorization of the acquisition by the Chief Compliance Officer;

C. Access Persons may not accept any fee, commission, gift, or services, other than de minimis gifts, from any single person or entity that does business with or on behalf of the Trust;

D. Decision-Making Access Persons may not serve on the board of directors of a publicly traded company without prior authorization from the Chief Compliance Officer based upon a determination that such service would be consistent with the interests of the Trust. If such service is authorized, procedures will then be put in place to isolate such Decision-Making Access Persons serving as directors of outside entities from those making investment decisions on behalf of the Trust.

Advanced notice should be given so that the Trust, Adviser, or Sub-Adviser may take such action concerning the conflict as deemed appropriate by the Chief Compliance Officer.

Decision-Making Access Person may not execute a Personal Securities Transaction involving a Covered Security without authorization of the Chief Compliance Officer or such persons who may be designated by the Chief Compliance Officer from time to time.

It shall be a violation of this Code for any Access Person, in connection with the purchase or sale, directly or indirectly, of any Covered Security held or to be acquired by a Fund:

to employ any device, scheme or artifice to defraud the Trust;

to make to the Trust any untrue statement of a material fact or to omit to state to the Trust a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Trust; or

to engage in any manipulative practice with respect to the Trust.

EXEMPTED TRANSACTIONS

The provisions described above under the heading Prohibited Actions and Activities and the preclearance procedures under the heading Preclearance of Personal Securities Transactions do not apply to:

· Purchases or Sales of Securities effected in any account in which an Access Person has no Beneficial Ownership;

· Purchases or Sales of Securities which are non-volitional on the part the Access Person (for example, the receipt of stock dividends);

· Purchase of Securities made as part of automatic dividend reinvestment plans;

· Purchases of Securities made as part of an employee benefit plan involving the periodic purchase or company stock or mutual funds; and

· Purchases of Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sale of such rights so acquired.

PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

All Decision-Making Access Persons wishing to engage in a Personal Securities Transaction must obtain prior authorization of any such Personal Securities Transaction from the Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate to make such authorizations. Personal Securities Transactions by the Chief Compliance Officer shall require prior authorization from the President or Chief Executive Officer of the Trust (unless such person is also the Chief Compliance Officer), who shall perform the review and approval functions relating to reports and trading by the Chief Compliance Officer. The Trust shall adopt the appropriate forms and procedures for implementing this Code of Ethics.

Any authorization so provided is effective until the close of business on the fifth trading day after the authorization is granted. In the event that an order for the Personal Securities Transaction is not placed within that time period, a new authorization must be obtained. If the order for the transaction is placed but not executed within that time period, no new authorization is required unless the person placing the order originally amends the order in any manner. Authorization for "good until canceled" orders are effective unless the order conflicts with a Trust order.

If a person wishing to effect a Personal Securities Transaction learns, while the order is pending, that the same Security is being considered for Purchase or Sale by a Fund, such person shall cancel the trade.

REPORTING AND MONITORING

The Chief Compliance Officer or his designees shall monitor all personal trading activity of all Access Persons pursuant to the procedures established under this Code.

Disclosure of Personal Brokerage Accounts

Within ten days of the commencement of employment or at the commencement of a relationship with the Trust, all Access Persons, except Independent Trustees, are required to submit to the Chief Compliance Officer a report stating the names and account numbers of all of their personal brokerage accounts, brokerage accounts of members of their Immediate Family, and any brokerage accounts which they control or in which they or an Immediate Family member has Beneficial Ownership. Such report must contain the date on which it is submitted and the information in the report must be current as of a date no more than 45 days prior to that date. In addition, if a new brokerage account is opened during the course of the year, the Chief Compliance Officer must be notified immediately.

The information required by the above paragraph must be provided to the Chief Compliance Officer on an annual basis, and the report of such should be submitted with the annual holdings reports described below.

Each of these accounts is required to furnish duplicate confirmations and statements to the Chief Compliance Officer. These statements and confirms for each series of the Trust may be sent to its respective Adviser.

INITIAL HOLDINGS REPORT

Within ten days of becoming an Access Person (and with information that is current as of a date no more than 45 days prior to the date that the report was submitted), each Access Person, except Independent Trustees must submit a holdings report that must contain, at a minimum, the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership. This report must state the date on which it is submitted.

ANNUAL HOLDINGS REPORTS

All Access Persons, except Independent Trustees, must supply the information that is required in the initial holdings report on an annual basis, and such information must be current as of a date no more than 45 days prior to the date that the report was submitted. Such reports must state the date on which they are submitted.

Quarterly Transaction Reports

All Access Persons shall report to the Chief Compliance Officer or his designees the following information with respect to transactions in a Covered Security in which such person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Covered Security:

· The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and the principal amount of each Covered Security;

· The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

· The price of the Covered Security at which the transaction was effected; and

· The name of the broker, dealer, or bank with or through whom the transaction was effected.

· The date the Access Person Submits the Report.

Reports pursuant to this section of this Code shall be made no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall include a certification that the reporting person has reported all Personal Securities Transactions required to be disclosed or reported pursuant to the requirements of this Code. Confirmations and Brokerage Statements sent directly to the appropriate address noted above is an acceptable form of a quarterly transaction report.

An Independent Trustee need only make a quarterly transaction report if he or she, at the time of the transaction, knew, or in the ordinary course of fulfilling his or her official duties as a Trustee, should have known that during the 15-day period immediately preceding or following the date of the transaction by the Independent Trustee, the Covered Security was purchased or sold by a Fund or was considered for purchase or sale by a Fund.

ENFORCEMENTS AND PENALTIES

The Chief Compliance Officer or his designee shall review the transaction information supplied by Access Persons. If a transaction appears to be a violation of this Code, the transaction will be reported to the Fund's Board of Trustees.

Upon being informed of a violation of this Code, the Fund's Board of Trustees may impose sanctions as it deems appropriate, including but not limited to, a letter of censure or suspension, termination of the employment of the violator, or a request for disgorgement of any profits received from a securities transaction effected in violation of this Code. The Fund shall impose sanctions in accordance with the principle that no Access Person may profit at the expense of its clients. Any losses are the responsibility of the violator. Any profits realized on personal securities transactions in violation of the Code must be disgorged in a manner directed by the Board of Trustees.

Annually, the Chief Compliance Officer at each regular meeting of the Board shall issue a report on Personal Securities Transactions by Access Person. The report submitted to the board shall:

· Summarize existing procedures concerning Personal Securities investing and any changes in the procedures made during the prior year;

· Identify any violations of this Code and any significant remedial action taken during the prior year; and;

· Identify any recommended changes in existing restrictions or procedures based upon the experience under the Code, evolving industry practices or developments in applicable laws and regulations.

ACKNOWLEDGMENT

The Trust must provide all Access Persons with a copy of this Code. Upon receipt of this Code, all Access Persons must do the following:

All new Access Persons must read the Code, complete all relevant forms supplied by the Chief Compliance Officer (including a written acknowledgement of their receipt of the Code in a form substantially similar to the example below), and schedule a meeting with the Chief Compliance Officer to discuss the provisions herein within two calendar weeks of employment.

I certify that I have read and understand the Code of Ethics of Vertical Capital Income Fund and recognize that I am subject to it. [if an employee of the Adviser] I further certify I will fulfill my personal securities holdings and transactions reporting obligates through the procedures of the Adviser with respect to covered securities.

Printed Name:

Signature:

Date:

Existing Access Persons who did not receive this Code upon hire, for whatever reason, must read the Code, complete all relevant forms supplied by the Chief Compliance Officer (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer to discuss the provisions herein at the earliest possible time, but no later than the end of the current quarter.

All Access Persons must certify on an annual basis that they have read and understood the Code.