SEC Filing | Carlyle Credit Income Fund

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Blu Giant, 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 Wright Street, Omaha, Nebraska, 68130

(Name and address of agent for service)

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

Date of fiscal year end: 9/30

Date of reporting period: 9/30/17

Item 1. Reports to Stockholders.










	Vertical Capital Income Fund
	Cusip: 92535C104
	VCAPX


	Annual Report
	September 30, 2017














	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

November 29, 2017

Dear Shareholder,

We are pleased to report the completion of another successful year for the Vertical Capital Income Fund (the “Fund”). Consistent with our investment objective to seek income, the Fund once again made continuous monthly distributions of approximately $0.40 per share for the fiscal year ended September 30, 2017. In addition, the Fund expects to make a special distribution of approximately $0.20 per share in December 2017 as a result of net capital gains realized on loan sales and loan payoffs. For the year ended September 30, 2017, the Fund produced a total return (load waived) of 2.81%, compared to one of its key benchmarks, the Barclays Capital Mortgage Backed Securities Index, which reported a total return of 0.30%. Including the maximum load, the Fund’s total return was -1.82%. Since inception, the Fund has produced an annualized total return of 8.54%. The SEC Yield as of September 30, 2017, including the expense cap, totaled 4.13%.

Of special note is that the Fund’s annual performance was negatively affected by the reduction in the market value of loans owned by the Fund in areas subject to the devastations of Hurricane Harvey and Hurricane Irma. Such reductions were substantially eliminated subsequent to the Fund’s fiscal year-end reporting, as described in more detail below.

Update on Fund Strategy and Economic Outlook

During the past year, the U.S. produced solid economic growth. Real GDP is expected to average 2.3% for the twelve months ended September 30, 2017 compared to 1.52% for the twelve months ended September 30, 2016; Q3 2017 is preliminarily reporting a 3.0% expansion, more than was predicted. The unemployment rate, which was almost 5.0% a year ago, is expected to be at or near 4.0% by calendar year-end, its lowest level in many years. As the economy reaches full employment, the rate of job growth should moderate and give way to wage growth and ultimately inflation, which has lagged many other economic indicators in the current recovery.

Stubbornly low inflation has likely kept the Federal Reserve from taking a more hawkish stance on interest rates. The “Fed” seems comfortable with the current level of the Fed Funds Rate at 1.25%, having raised it two times during 2017, although another increase is being predicted by the markets in December 2017. The Fed will continue judiciously reducing its inventory of mortgage backed- and treasury-related securities, as announced earlier this year. These actions are positive for at least two reasons. One is that the Fed no longer believes that it needs to subsidize economic growth by pumping money into the U.S. economy. And two, the global capital markets are both stable and receptive enough to increase their investment in U.S. dollar- dominated issues. During the year ended September 30, 2017, the 10-year U.S. treasury rate increased approximately 75bps to 2.3%, while the 30-year residential mortgage rate (which is typically bench-marked against the 10-year treasury) increased by 40bps to 3.8%. Mortgage originations are expected to be approximately $1.65 trillion for calendar year 2017. Refinance originations will represent approximately 35% of that total, which is down

(GRAPHIC)

significantly from 2016 due to the higher rate environment. Rising mortgage rates and increasing home prices, caused by the market’s inability to build homes fast enough to keep up with demand, have increased the cost of housing for all buyers. Addressing affordability challenges will be among the main topics for the industry in 2018, along with continued efforts to digitize the loan closing process and the ongoing debate over the fate of the mortgage related government sponsored enterprises (“GSEs”).

The Fund primarily invests in residential mortgage loans traded in the secondary market at a discount to their unpaid principal balances. The secondary whole loan market is part of the larger $10.5 trillion residential mortgage market and boasts a deep roster of institutional participants, along with a diverse universe of sellers and reasons for sale. As such, we are comfortable that we will continue to see an abundance of one-off and portfolio acquisitions, as well as disposition opportunities when it makes sense for us to sell. In 2017, we purchased many recently originated loans that did not qualify for sale to the GSEs for countless credit, valuation and documentation related reasons. While that “agency ineligible” trade made up the majority of our deal flow in 2017, we also acquired non-qualified mortgages, JUMBO loans, reperforming loans, bridge loans and short-term “fix and flip” loans. These categories of loans comprise the performing, first lien whole space to which we intend to provide our investors fluid cross-sectional exposure.

Fund Results of Operations and Liquidity

The last year saw a continued improvement in virtually every one of the portfolio’s key metrics, including a lower current loan-to-value (down 6.1%); reflecting more collateral value supporting the loans; higher coupon and effective interest rates of 0.25% and 0.26%, respectively; and a slightly higher borrower FICO credit score (+6). These metrics have improved each year since Oakline Advisors became the Fund’s advisor and are now at the best levels since the Fund’s inception. In addition, the overall delinquency rate of the portfolio is 39% less than one year ago, including a 41% reduction to 1.9% of the percent of the portfolio’s loans that are subject to bankruptcy or foreclosure.

These improvements in portfolio fundamentals have occurred while we continue to distribute fully covered monthly distributions and maintain a conservative approach to managing the Fund’s financial position. We believe the Fund is in a strong net working capital position and continues to maintain cash reserves and a standby working capital line of credit for contingencies. The Fund expects to renew the current line of credit, which expires in January 2018, or enter into a new line of credit prior to the maturity date. The Fund continued to raise new capital and provide liquidity to shareholders through its quarterly tender program.

As noted above, the Fund’s performance was affected by Hurricanes Harvey and Irma. At the time of the storms, the Fund held over 100 mortgage loans secured by homes in FEMA- designated disaster areas in Texas, Florida and Georgia. Since the extent of damage to these homes was unknown, we reduced the value of the loans reflecting their market illiquidity and uncertainty as to their ultimate collectability; thereby reducing the Fund’s Net Asset Value (NAV) per share during September 2017, just as the Fund’s reporting period was ending. Since then, inspectors have accessed all homes in the affected areas and we’ve made contact with all

(GRAPHIC)

borrowers, leading to the increase in value on a loan-by-loan basis, thereby contributing to the increases in the Fund’s NAV per share since the close of the fiscal year. We continue to be optimistic that all of loan investments in hurricane-related areas will be fully marketable and collectible.

We appreciate your support during the past year and look forward to working on your behalf in 2018.

Regards,

Robert J. Chapman

Chairman of the Board of Trustees and Co-Portfolio Manager

David Aisner

Co-Portfolio Manager

Past performance is neither indicative nor a guarantee of future results. The performance data quoted here represents past performance. Current performance may be lower or higher than the performance data quoted above. The investment return and principal value of an investment will fluctuate so that investor’s shares, when redeemed, may be worth more or less than their original cost. The Fund’s investment Adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund, at least until 1/31/19, to ensure that the net annual Fund operating expenses will not exceed 1.85% (excluding borrowing costs, extraordinary expenses and Acquired Fund Fees and Expenses), subject to possible recoupment from the Fund in future years. Results shown reflect the Fund’s expense waiver, without which the results could have been lower. Without these waivers, the Fund’s total annual operating expenses, as of the Prospectus dated March 28, 2017, would be 2.74% (gross expenses), and returns would have been lower. Please review the Fund’s prospectus for more information regarding the Fund’s fees and expenses. For performance information current to the most recent month-end, please go to provasicapital.com or call 866.655.3600.

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

Securities may be subject to prepayment risk because borrowers are typically able to prepay principal. The Fund will not invest in real estate directly, but, because the Fund will invest the majority of its assets in securities secured by real estate, its portfolio will be significantly impacted by the performance of the real estate market and may experience more volatility and be exposed to greater risk than a more diversified portfolio. Quarterly repurchases by the Fund of its shares typically will be funded from available cash or sales of portfolio securities. The sale of securities to fund repurchases could reduce the market price of those securities, which in turn would reduce the Fund’s net asset value.

8366-NLD-11/29/2017

Vertical Capital Income Fund

PORTFOLIO REVIEW (Unaudited)

Since Inception through September 30, 2017*

PERFORMANCE OF A $10,000 INVESTMENT

(LINE GRAPH)

The Fund’s performance figures for the period ended September 30, 2017, compared to its benchmark:

			Since
	One Year	Three Years	Inception*
The Vertical Capital Income Fund	2.81%	8.88%	8.54%
The Vertical Capital Income Fund with load	(1.82)%	7.23%	7.68%
Bloomberg Barclays Capital Mortgage Backed Securities Index	0.30%	2.44%	2.20%

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

The Bloomberg Barclays Capital Mortgage Backed Securities Index is an unmanaged index composed of securities backed by mortgage pools of Ginnie Mae, Freddie Mac and Fannie Mae. Investors cannot invest directly in an index or benchmark.

Past performance is not predictive of future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. Total returns would have been lower had the Adviser not waived its fees and reimbursed a portion of the Fund’s expenses. The Fund’s total gross annual operating expenses, is 2.74% per the March 28, 2017 Prospectus (see Financial Highlights for more current expense ratios). 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			100.0	%
			100.0	%

** Based on Investments at Value as of September 30, 2017.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES - 93.6%
$	117,532	Loan ID 200003	Fixed	7.250%	9/1/2035	$	106,726
	255,594	Loan ID 200004	Fixed	7.990%	10/1/2036		268,374
	67,476	Loan ID 200006	ARM	7.990%	1/1/2036		70,850
	50,669	Loan ID 200008	ARM	4.250%	3/28/2035		41,018
	50,595	Loan ID 200012	ARM	9.800%	7/1/2037		49,680
	55,970	Loan ID 200013	Fixed	5.250%	9/1/2040		33,103
	38,616	Loan ID 200016	ARM	10.375%	1/1/2031		40,546
	51,639	Loan ID 200018	Fixed	7.000%	1/1/2033		52,636
	99,869	Loan ID 200023	Fixed	5.875%	12/1/2050		42,241
	128,497	Loan ID 200025	ARM	4.000%	3/1/2034		134,308
	205,980	Loan ID 200026	Interest Only	4.750%	1/1/2050		126,749
	228,102	Loan ID 200028	Fixed	4.875%	6/1/2050		148,266
	213,645	Loan ID 200029	Fixed	6.310%	7/1/2037		161,107
	333,316	Loan ID 200032	Fixed	3.130%	1/1/2051		304,934
	554,723	Loan ID 200035	Fixed	4.625%	11/1/2050		511,088
	65,027	Loan ID 200036	Fixed	7.940%	1/12/2034		68,279
	161,285	Loan ID 200037	Fixed	7.800%	5/1/2035		169,349
	118,627	Loan ID 200041	Fixed	4.875%	8/1/2039		124,558
	40,874	Loan ID 200042	Fixed	7.000%	12/1/2037		42,917
	61,779	Loan ID 200043	Fixed	6.125%	7/1/2039		64,868
	35,762	Loan ID 200046	Fixed	8.000%	7/1/2027		37,550
	52,146	Loan ID 200048	Fixed	5.500%	8/1/2039		54,753
	155,143	Loan ID 200052	Fixed	5.125%	5/1/2040		162,901
	55,040	Loan ID 200054	Fixed	8.250%	3/1/2039		57,792
	82,248	Loan ID 200055	Fixed	10.000%	1/5/2036		86,360
	127,883	Loan ID 200057	ARM	3.625%	10/1/2036		120,138
	58,130	Loan ID 200059	Fixed	6.000%	8/1/2039		53,214
	34,085	Loan ID 200060	Fixed	5.750%	8/1/2039		35,789
	25,588	Loan ID 200065	ARM	7.875%	1/1/2037		26,867
	215,884	Loan ID 200072	Fixed	0.000%	2/1/2051		180,730
	150,623	Loan ID 200073	Fixed	0.000%	2/1/2026		126,404
	146,354	Loan ID 200074	Fixed	0.000%	2/1/2031		122,822
	200,514	Loan ID 200075	Fixed	4.250%	2/1/2042		204,621
	166,954	Loan ID 200076	Fixed	4.250%	12/1/2041		120,342
	30,210	Loan ID 200078	Fixed	7.000%	8/1/2036		29,139
	133,144	Loan ID 200079	Fixed	4.000%	8/1/2049		39,650
	67,173	Loan ID 200082	Fixed	8.250%	4/1/2040		59,867
	183,966	Loan ID 200084	Fixed	7.000%	3/1/2039		156,481
	195,768	Loan ID 200086	Fixed	4.000%	11/1/2050		124,184
	222,500	Loan ID 200087	Fixed	6.000%	3/1/2051		144,625
	121,813	Loan ID 200088	Fixed	7.000%	6/1/2039		103,460
	265,054	Loan ID 200089	Fixed	3.000%	3/1/2052		112,484
	273,407	Loan ID 200090	Fixed	4.000%	11/1/2036		65,368
	132,173	Loan ID 200093	Fixed	5.000%	2/1/2038		85,913
	234,469	Loan ID 200094	ARM	3.750%	9/1/2037		188,925
	73,249	Loan ID 200102	Fixed	8.250%	3/1/2040		65,445

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	111,641	Loan ID 200110	Fixed	8.250%	8/1/2039	$	111,527
	145,269	Loan ID 200116	Fixed	7.125%	3/1/2039		94,425
	124,087	Loan ID 200126	Fixed	8.250%	8/1/2039		80,657
	141,983	Loan ID 200127	Fixed	0.000%	8/1/2039		50,550
	71,918	Loan ID 200128	Fixed	4.710%	7/1/2037		46,546
	456,043	Loan ID 200129	Fixed	4.625%	3/1/2052		325,967
	31,907	Loan ID 200131	Fixed	3.875%	11/1/2027		31,838
	121,536	Loan ID 200135	Fixed	4.375%	12/1/2042		124,358
	214,390	Loan ID 200136	Fixed	2.875%	10/1/2027		197,252
	124,878	Loan ID 200137	Fixed	4.500%	9/1/2042		128,187
	41,918	Loan ID 200139	Fixed	4.625%	5/1/2027		43,465
	77,825	Loan ID 200141	Fixed	4.250%	2/1/2042		79,367
	125,116	Loan ID 200143	Fixed	3.000%	2/1/2037		118,299
	386,801	Loan ID 200145	Fixed	4.000%	8/1/2051		255,609
	100,089	Loan ID 200152	ARM	4.250%	9/1/2037		65,058
	122,981	Loan ID 200157	Fixed	3.750%	1/1/2043		122,981
	154,096	Loan ID 200158	Fixed	3.625%	12/1/2042		149,334
	124,655	Loan ID 200160	Fixed	3.250%	2/1/2043		118,675
	458,242	Loan ID 200161	Fixed	3.875%	11/1/2041		458,312
	220,714	Loan ID 200162	Fixed	3.875%	7/1/2042		220,443
	194,942	Loan ID 200165	Fixed	4.375%	12/1/2041		199,648
	112,850	Loan ID 200166	Fixed	4.000%	2/1/2032		113,407
	117,427	Loan ID 200168	Fixed	3.750%	10/1/2042		76,327
	23,389	Loan ID 200169	Fixed	6.923%	9/1/2034		24,559
	138,730	Loan ID 200172	Fixed	7.250%	2/1/2037		144,536
	203,807	Loan ID 200173	Fixed	3.575%	10/1/2046		74,739
	89,926	Loan ID 200174	Fixed	7.340%	4/1/2037		94,423
	52,094	Loan ID 200175	Fixed	9.600%	5/1/2037		54,698
	46,829	Loan ID 200177	Fixed	8.000%	1/11/2022		49,170
	11,938	Loan ID 200179	Fixed	7.250%	7/27/2019		12,535
	110,854	Loan ID 200181	Fixed	7.500%	6/1/2041		114,552
	72,944	Loan ID 200184	Fixed	4.375%	12/1/2042		74,574
	27,858	Loan ID 200185	Fixed	5.375%	6/1/2042		29,251
	53,116	Loan ID 200186	Fixed	5.125%	8/1/2042		55,772
	148,687	Loan ID 200188	Fixed	3.875%	2/1/2043		148,343
	330,419	Loan ID 200190	Fixed	3.625%	11/1/2042		325,080
	129,305	Loan ID 200191	Fixed	4.125%	11/1/2042		114,605
	162,484	Loan ID 200194	Fixed	4.750%	9/1/2041		170,015
	261,622	Loan ID 200195	Fixed	3.875%	3/1/2042		261,266
	99,615	Loan ID 200196	Fixed	4.500%	1/1/2043		102,346
	38,755	Loan ID 200197	Fixed	4.750%	11/1/2042		40,186
	40,611	Loan ID 200198	Fixed	5.250%	10/1/2042		42,642
	284,688	Loan ID 200199	Fixed	4.000%	9/1/2042		285,859
	242,564	Loan ID 200200	Fixed	3.875%	9/1/2042		213,871
	51,672	Loan ID 200201	Fixed	5.125%	8/1/2041		54,256

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	58,512	Loan ID 200202	Fixed	4.375%	12/1/2042	$	59,936
	23,397	Loan ID 200206	Fixed	3.990%	12/1/2042		23,425
	48,027	Loan ID 200208	Fixed	4.250%	1/1/2043		48,859
	201,683	Loan ID 200209	Fixed	3.875%	8/1/2042		201,597
	56,159	Loan ID 200214	Fixed	5.750%	7/1/2039		58,967
	113,842	Loan ID 200216	Fixed	5.750%	9/1/2039		113,075
	143,812	Loan ID 200217	Fixed	5.250%	7/1/2040		119,979
	74,133	Loan ID 200218	Fixed	4.250%	12/1/2041		67,634
	197,764	Loan ID 200219	Fixed	4.250%	4/1/2043		201,523
	212,457	Loan ID 200220	Fixed	3.875%	5/1/2043		183,061
	162,493	Loan ID 200221	Fixed	4.250%	4/1/2043		165,972
	203,205	Loan ID 200224	Fixed	4.000%	7/1/2043		204,766
	81,405	Loan ID 200226	Fixed	5.250%	7/1/2041		81,406
	50,462	Loan ID 200228	Fixed	4.625%	8/1/2042		52,131
	159,432	Loan ID 200229	Fixed	3.750%	7/1/2042		158,197
	144,821	Loan ID 200230	Fixed	3.500%	2/1/2043		138,930
	68,036	Loan ID 200232	Fixed	3.875%	8/1/2042		68,011
	122,182	Loan ID 200233	Fixed	2.990%	11/1/2027		113,591
	92,432	Loan ID 200235	Fixed	3.750%	12/1/2042		91,496
	117,543	Loan ID 200243	Fixed	3.750%	4/1/2043		115,595
	27,471	Loan ID 200244	Fixed	5.000%	5/1/2042		28,681
	200,255	Loan ID 200245	Fixed	3.875%	3/1/2043		199,820
	90,529	Loan ID 200286	Fixed	4.500%	7/1/2043		93,306
	99,837	Loan ID 200287	Fixed	4.375%	7/1/2043		102,008
	334,709	Loan ID 200288	Fixed	4.375%	11/1/2041		343,498
	287,497	Loan ID 200290	Fixed	4.250%	4/1/2043		293,096
	204,147	Loan ID 200296	Fixed	3.250%	2/1/2043		194,357
	176,490	Loan ID 200297	Fixed	3.375%	10/1/2042		169,983
	192,462	Loan ID 200299	Fixed	3.625%	10/1/2042		188,976
	117,952	Loan ID 200300	Fixed	8.400%	10/20/2037		76,669
	109,227	Loan ID 200302	Fixed	9.875%	10/1/2035		114,688
	137,865	Loan ID 200304	Fixed	7.250%	10/1/2033		144,758
	46,338	Loan ID 200307	Fixed	6.500%	7/1/2031		48,655
	133,361	Loan ID 200312	Fixed	9.000%	4/1/2039		107,729
	42,883	Loan ID 200313	Fixed	8.500%	3/1/2028		42,883
	301,407	Loan ID 200315	ARM	4.000%	6/1/2037		153,687
	72,082	Loan ID 200317	Fixed	7.000%	9/1/2032		75,686
	289,168	Loan ID 200318	Fixed	6.500%	10/1/2036		292,335
	552,040	Loan ID 200325	Fixed	6.000%	5/1/2042		217,977
	76,090	Loan ID 200326	Fixed	8.375%	10/1/2036		79,894
	146,711	Loan ID 200327	Fixed	6.790%	10/26/2036		154,047
	249,487	Loan ID 200330	Fixed	7.000%	8/1/2037		258,178
	100,469	Loan ID 200332	Fixed	5.775%	10/1/2037		105,492
	89,977	Loan ID 200334	Fixed	7.000%	1/1/2033		94,476
	267,149	Loan ID 200335	Fixed	2.000%	11/1/2052		212,507
	44,027	Loan ID 200337	Fixed	7.000%	10/1/2034		46,228

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	51,228	Loan ID 200338	ARM	10.500%	8/1/2029	$	53,790
	153,784	Loan ID 200339	Fixed	2.000%	10/1/2033		99,960
	33,301	Loan ID 200340	Fixed	7.000%	3/1/2030		34,966
	287,960	Loan ID 200341	Fixed	7.000%	8/1/2035		216,266
	61,598	Loan ID 200348	Fixed	6.500%	7/1/2038		62,784
	236,503	Loan ID 200349	Fixed	7.000%	1/1/2037		150,431
	55,296	Loan ID 200350	Fixed	7.500%	3/1/2029		58,061
	77,191	Loan ID 200352	Fixed	7.000%	8/1/2030		81,050
	41,993	Loan ID 200355	ARM	8.875%	7/1/2032		26,188
	122,085	Loan ID 200358	Fixed	5.000%	4/1/2025		111,430
	69,540	Loan ID 200361	Fixed	7.500%	1/1/2034		73,017
	109,787	Loan ID 200362	Fixed	5.000%	6/1/2045		31,552
	64,559	Loan ID 200366	Fixed	6.250%	1/1/2033		67,787
	174,689	Loan ID 200368	Fixed	4.500%	4/1/2036		180,681
	256,603	Loan ID 200369	Fixed	6.000%	4/1/2044		269,433
	60,898	Loan ID 200373	Fixed	7.000%	12/1/2036		20,713
	67,970	Loan ID 200374	ARM	7.000%	5/1/2034		67,970
	77,562	Loan ID 200377	ARM	3.500%	10/1/2036		32,624
	228,622	Loan ID 200378	Fixed	5.500%	5/1/2045		205,914
	183,229	Loan ID 200380	Fixed	4.220%	4/1/2049		164,973
	290,698	Loan ID 200381	Fixed	4.780%	6/1/2037		246,203
	386,537	Loan ID 200383	Fixed	5.030%	12/1/2046		404,026
	291,448	Loan ID 200384	Fixed	5.000%	11/1/2047		237,610
	144,252	Loan ID 200385	Fixed	8.250%	1/1/2040		151,465
	219,527	Loan ID 200386	Fixed	8.000%	3/1/2041		177,050
	120,033	Loan ID 200389	Fixed	4.820%	9/1/2047		111,604
	199,082	Loan ID 200390	Fixed	4.780%	4/16/2047		170,758
	168,821	Loan ID 200391	Fixed	4.000%	1/13/2035		170,063
	65,928	Loan ID 200392	Fixed	10.000%	6/5/2034		65,928
	102,813	Loan ID 200393	Fixed	5.070%	8/1/2037		60,665
	126,679	Loan ID 200394	Fixed	7.150%	8/1/2037		131,583
	79,282	Loan ID 200395	Fixed	4.860%	4/1/2047		72,917
	72,026	Loan ID 200396	Fixed	10.000%	2/1/2036		75,628
	101,787	Loan ID 200397	ARM	4.250%	9/1/2037		106,876
	133,052	Loan ID 200398	Fixed	4.800%	2/1/2037		112,922
	76,798	Loan ID 200399	Fixed	4.980%	6/1/2037		66,847
	50,555	Loan ID 200403	Fixed	8.300%	10/15/2032		53,083
	56,340	Loan ID 200404	Fixed	8.100%	5/1/2037		59,157
	96,043	Loan ID 200405	Fixed	4.870%	12/1/2035		90,733
	115,793	Loan ID 200406	Fixed	4.875%	10/1/2051		121,583
	231,666	Loan ID 200407	Fixed	6.500%	4/1/2042		236,210
	197,735	Loan ID 200408	Fixed	6.000%	4/1/2039		183,016
	343,015	Loan ID 200409	Fixed	6.000%	2/1/2049		267,231
	104,452	Loan ID 200411	Fixed	8.275%	6/1/2037		109,675
	308,400	Loan ID 200412	Fixed	5.500%	6/1/2045		120,236
	181,589	Loan ID 200416	Fixed	4.670%	8/1/2053		155,109

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	69,446	Loan ID 200417	Fixed	7.000%	5/1/2035	$	72,918
	54,734	Loan ID 200418	Fixed	4.000%	6/1/2035		54,034
	158,898	Loan ID 200419	Fixed	4.000%	12/19/2035		156,803
	163,099	Loan ID 200420	Fixed	4.225%	4/10/2038		146,328
	75,440	Loan ID 200421	Fixed	7.710%	8/1/2037		78,286
	134,982	Loan ID 200422	Fixed	3.830%	8/1/2053		107,380
	127,735	Loan ID 200423	Fixed	4.500%	6/1/2043		131,281
	106,011	Loan ID 200424	Fixed	4.000%	9/1/2028		106,262
	246,986	Loan ID 200427	Fixed	3.625%	3/1/2043		242,729
	222,004	Loan ID 200430	Fixed	3.625%	7/1/2043		217,230
	185,972	Loan ID 200431	Fixed	4.625%	7/1/2043		193,104
	299,916	Loan ID 200432	Fixed	4.875%	5/1/2043		312,801
	127,382	Loan ID 200433	Fixed	4.250%	8/1/2043		129,912
	158,497	Loan ID 200434	Fixed	5.250%	10/1/2043		166,422
	197,746	Loan ID 200435	Fixed	4.625%	11/1/2052		187,870
	208,903	Loan ID 200436	Fixed	3.750%	4/1/2043		206,114
	43,599	Loan ID 200439	Fixed	5.000%	8/1/2041		45,779
	192,529	Loan ID 200441	Fixed	6.000%	4/1/2045		154,169
	157,104	Loan ID 200445	Fixed	5.250%	2/1/2039		164,959
	48,437	Loan ID 200447	Fixed	5.875%	11/4/2034		50,858
	78,649	Loan ID 200448	Fixed	5.750%	5/1/2042		62,434
	124,884	Loan ID 200449	Fixed	5.000%	7/1/2041		124,884
	354,545	Loan ID 200451	Fixed	6.250%	7/1/2038		372,272
	15,370	Loan ID 200453	ARM	4.250%	3/1/2026		16,138
	204,826	Loan ID 200457	Fixed	5.750%	12/10/2030		215,068
	187,339	Loan ID 200460	Fixed	7.000%	7/1/2041		196,706
	380,616	Loan ID 200462	Fixed	6.000%	7/1/2045		351,848
	241,740	Loan ID 200465	Fixed	6.500%	7/1/2037		228,317
	103,824	Loan ID 200468	Fixed	5.625%	12/1/2044		38,278
	127,140	Loan ID 200469	Fixed	6.500%	7/1/2037		105,444
	286,782	Loan ID 200473	Fixed	4.000%	12/1/2042		226,388
	240,917	Loan ID 200474	Fixed	5.750%	11/1/2050		252,963
	167,340	Loan ID 200475	Fixed	5.450%	7/1/2049		175,707
	190,556	Loan ID 200476	Fixed	6.000%	9/1/2050		200,084
	192,591	Loan ID 200477	Fixed	4.125%	12/1/2028		193,784
	106,002	Loan ID 200482	Fixed	4.375%	11/1/2028		108,800
	99,578	Loan ID 200483	Fixed	4.375%	11/1/2028		102,133
	73,875	Loan ID 200485	Fixed	4.125%	2/1/2043		48,019
	245,611	Loan ID 200486	Fixed	3.500%	1/1/2043		238,785
	156,516	Loan ID 200488	Fixed	4.250%	1/1/2044		159,352
	112,726	Loan ID 200489	Fixed	4.000%	3/1/2043		111,572
	72,030	Loan ID 200490	Fixed	4.000%	11/1/2028		72,261
	200,496	Loan ID 200491	Fixed	5.500%	10/1/2039		210,521
	119,542	Loan ID 200492	Fixed	4.000%	1/1/2043		120,136
	273,607	Loan ID 200494	Fixed	4.625%	10/1/2043		284,098
	198,248	Loan ID 200496	Fixed	3.875%	2/1/2043		197,584

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	317,375	Loan ID 200497	Fixed	3.250%	4/1/2043	$	302,245
	267,550	Loan ID 200499	Fixed	4.250%	1/1/2043		271,551
	212,296	Loan ID 200500	Fixed	5.875%	2/1/2037		222,911
	375,933	Loan ID 200504	Fixed	3.375%	3/1/2043		361,285
	72,533	Loan ID 200507	Fixed	4.500%	9/1/2042		74,767
	327,168	Loan ID 200514	Fixed	3.000%	4/1/2047		309,337
	98,098	Loan ID 200515	Fixed	8.250%	2/1/2039		103,003
	102,009	Loan ID 200517	Fixed	8.000%	5/1/2039		66,306
	200,747	Loan ID 200518	Fixed	3.000%	12/1/2050		186,738
	310,629	Loan ID 200519	Fixed	3.000%	11/1/2049		295,106
	116,740	Loan ID 200524	Fixed	3.500%	6/1/2043		113,692
	278,959	Loan ID 200525	Fixed	3.250%	12/1/2042		264,983
	109,981	Loan ID 200527	Fixed	4.500%	12/1/2043		113,532
	134,988	Loan ID 200528	Fixed	4.375%	2/1/2044		87,742
	390,622	Loan ID 200529	Fixed	4.625%	2/1/2044		404,116
	172,386	Loan ID 200531	Fixed	4.625%	11/1/2043		112,051
	109,424	Loan ID 200532	Fixed	3.250%	7/1/2043		103,857
	112,306	Loan ID 200537	Fixed	4.500%	3/1/2042		104,474
	89,608	Loan ID 200538	Fixed	4.750%	1/1/2043		58,245
	82,945	Loan ID 200540	Fixed	3.875%	2/1/2043		82,722
	54,130	Loan ID 200545	Fixed	4.375%	2/1/2029		55,353
	120,569	Loan ID 200546	Fixed	5.375%	12/1/2043		126,598
	166,627	Loan ID 200548	Fixed	5.250%	2/1/2044		174,958
	60,798	Loan ID 200550	Fixed	3.750%	3/1/2043		60,071
	216,863	Loan ID 200555	Fixed	4.375%	1/1/2044		223,036
	226,155	Loan ID 200561	Fixed	6.375%	12/1/2036		226,152
	136,255	Loan ID 200564	Fixed	4.875%	5/1/2039		129,283
	519,876	Loan ID 200565	Interest Only	4.000%	6/1/2037		519,876
	129,685	Loan ID 200567	Fixed	3.375%	5/1/2043		124,774
	98,138	Loan ID 200569	Fixed	5.125%	2/1/2044		103,045
	134,507	Loan ID 200571	Fixed	4.500%	7/1/2043		138,328
	94,172	Loan ID 200573	Fixed	3.750%	9/1/2042		93,092
	128,714	Loan ID 200574	Fixed	4.875%	1/1/2044		134,888
	155,155	Loan ID 200577	Fixed	3.125%	4/1/2028		146,037
	181,164	Loan ID 200578	Fixed	4.750%	8/1/2040		189,747
	47,841	Loan ID 200579	Fixed	4.875%	5/1/2042		49,568
	170,905	Loan ID 200580	Fixed	4.125%	11/1/2041		171,258
	38,145	Loan ID 200581	Fixed	4.750%	9/1/2042		38,896
	366,909	Loan ID 200582	Fixed	4.000%	11/1/2042		319,942
	80,460	Loan ID 200583	Fixed	3.625%	9/1/2027		79,029
	169,076	Loan ID 200585	Fixed	4.000%	6/1/2046		100,392
	321,971	Loan ID 200586	Fixed	3.500%	1/1/2043		313,310
	247,712	Loan ID 200588	Fixed	3.750%	5/1/2042		245,766
	61,058	Loan ID 200590	Fixed	4.125%	7/1/2042		56,284
	96,844	Loan ID 200592	Fixed	4.375%	6/1/2042		99,264
	66,013	Loan ID 200593	Fixed	3.875%	6/1/2042		65,834

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	224,184	Loan ID 200594	Fixed	4.250%	4/1/2043	$	229,001
	38,320	Loan ID 200597	Fixed	5.625%	2/1/2044		40,236
	133,939	Loan ID 200598	Fixed	4.625%	2/1/2044		138,406
	118,474	Loan ID 200599	Fixed	4.125%	2/1/2043		119,727
	190,413	Loan ID 200600	Fixed	4.625%	4/1/2044		197,771
	181,622	Loan ID 200602	Fixed	3.750%	3/1/2043		179,892
	29,997	Loan ID 200603	Fixed	4.125%	6/1/2043		30,181
	72,239	Loan ID 200604	Fixed	3.500%	1/1/2043		70,270
	138,429	Loan ID 200605	Fixed	4.875%	11/1/2043		89,979
	201,939	Loan ID 200607	Fixed	2.875%	11/1/2027		186,640
	133,843	Loan ID 200608	Fixed	4.125%	11/1/2043		133,871
	53,998	Loan ID 200611	Fixed	4.625%	5/1/2043		55,897
	124,163	Loan ID 200612	Fixed	4.500%	2/1/2043		80,706
	201,560	Loan ID 200613	Fixed	3.369%	1/1/2043		194,309
	100,517	Loan ID 200615	Fixed	4.250%	8/1/2043		102,333
	334,890	Loan ID 200616	Fixed	4.875%	2/1/2044		350,072
	127,003	Loan ID 200618	Fixed	4.375%	5/1/2042		130,381
	225,754	Loan ID 200620	Fixed	4.250%	10/1/2043		226,722
	130,010	Loan ID 200621	Fixed	3.625%	1/1/2043		126,927
	72,042	Loan ID 200623	Fixed	4.375%	12/1/2042		73,672
	250,680	Loan ID 200624	Fixed	4.125%	4/1/2043		253,576
	129,850	Loan ID 200627	Fixed	4.250%	10/1/2043		132,382
	71,190	Loan ID 200628	Fixed	3.250%	2/1/2028		67,756
	151,546	Loan ID 200629	Fixed	4.375%	9/1/2043		154,998
	163,718	Loan ID 200630	Fixed	5.250%	9/1/2043		171,903
	339,712	Loan ID 200632	Fixed	5.250%	5/1/2044		356,698
	222,044	Loan ID 200633	Fixed	5.125%	5/1/2044		232,765
	228,238	Loan ID 200634	Fixed	4.375%	1/1/2044		233,965
	98,707	Loan ID 200635	Fixed	3.750%	5/1/2029		96,697
	193,599	Loan ID 200636	Fixed	3.750%	2/1/2053		196,851
	143,587	Loan ID 200642	Fixed	5.000%	3/1/2044		134,894
	116,335	Loan ID 200645	Fixed	5.000%	4/1/2044		121,847
	140,899	Loan ID 200649	Fixed	4.375%	3/1/2044		113,651
	127,894	Loan ID 200650	Fixed	4.875%	5/1/2044		121,415
	256,933	Loan ID 200651	Fixed	3.625%	7/1/2043		251,398
	137,915	Loan ID 200655	Fixed	3.375%	5/1/2043		132,552
	149,270	Loan ID 200656	Fixed	6.875%	7/1/2037		125,840
	144,346	Loan ID 200657	Fixed	4.875%	8/1/2051		151,563
	178,964	Loan ID 200660	Fixed	5.875%	3/1/2038		187,912
	209,069	Loan ID 200662	Fixed	5.000%	3/1/2044		218,840
	68,040	Loan ID 200663	Fixed	4.750%	5/1/2044		70,899
	297,067	Loan ID 200668	Fixed	3.625%	4/1/2043		292,208
	153,485	Loan ID 200669	Fixed	5.250%	4/1/2044		161,097
	59,979	Loan ID 200670	Fixed	4.375%	2/1/2029		61,407
	234,123	Loan ID 200671	Fixed	4.625%	8/1/2043		241,602
	154,741	Loan ID 200672	Fixed	3.750%	7/1/2043		150,076

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	305,657	Loan ID 200674	Fixed	4.500%	5/1/2044	$	310,401
	256,292	Loan ID 200675	Fixed	5.125%	4/1/2044		269,107
	115,065	Loan ID 200677	Fixed	3.625%	5/1/2028		112,809
	458,831	Loan ID 200678	Fixed	4.375%	2/1/2044		298,240
	251,558	Loan ID 200679	Fixed	5.000%	4/1/2044		186,468
	187,864	Loan ID 200682	Fixed	4.875%	5/1/2044		174,217
	124,774	Loan ID 200684	Fixed	4.875%	4/1/2044		130,776
	227,211	Loan ID 200685	Fixed	4.875%	5/1/2044		236,635
	222,226	Loan ID 200690	Fixed	4.250%	4/1/2044		226,953
	282,800	Loan ID 200691	Fixed	4.500%	5/1/2044		292,470
	240,923	Loan ID 200692	Fixed	4.625%	7/1/2044		248,724
	105,515	Loan ID 200694	Fixed	4.500%	9/1/2043		108,538
	47,611	Loan ID 200696	Fixed	3.750%	10/1/2042		47,226
	133,932	Loan ID 200697	Fixed	4.500%	1/1/2044		123,210
	185,332	Loan ID 200699	Fixed	4.125%	7/1/2044		120,466
	91,762	Loan ID 200700	Fixed	4.250%	2/1/2044		93,316
	165,387	Loan ID 200701	Fixed	4.750%	6/1/2044		171,956
	95,642	Loan ID 200704	Fixed	4.375%	3/1/2043		97,572
	130,903	Loan ID 200708	Fixed	4.875%	2/1/2044		137,378
	50,502	Loan ID 200709	Fixed	4.375%	4/1/2043		51,709
	114,321	Loan ID 200710	Fixed	4.500%	7/1/2044		74,309
	114,210	Loan ID 200711	Fixed	3.750%	7/1/2043		110,672
	597,269	Loan ID 200714	Fixed	4.175%	11/1/2036		493,710
	211,079	Loan ID 200716	ARM	3.889%	8/1/2037		180,750
	140,216	Loan ID 200720	ARM	3.875%	4/1/2042		96,997
	148,504	Loan ID 200726	Fixed	4.125%	9/1/2037		92,698
	166,577	Loan ID 200727	Fixed	2.625%	7/1/2037		108,275
	446,642	Loan ID 200730	ARM	3.750%	9/1/2036		425,697
	195,946	Loan ID 200732	Fixed	4.125%	9/1/2027		196,445
	227,653	Loan ID 200733	Fixed	3.750%	12/1/2042		225,637
	239,527	Loan ID 200734	ARM	3.375%	4/1/2044		243,245
	100,772	Loan ID 200735	Fixed	4.500%	6/1/2044		65,502
	143,204	Loan ID 200736	Fixed	4.750%	5/1/2044		131,815
	175,396	Loan ID 200742	Fixed	4.250%	4/1/2043		166,264
	189,899	Loan ID 200744	Fixed	3.625%	6/1/2043		186,222
	121,157	Loan ID 200745	Fixed	3.250%	6/1/2043		115,494
	446,485	Loan ID 200748	Fixed	4.750%	12/1/2043		464,131
	152,295	Loan ID 200749	Fixed	4.750%	9/1/2043		159,041
	240,416	Loan ID 200750	Fixed	4.750%	5/1/2044		156,271
	59,322	Loan ID 200753	Fixed	5.250%	5/1/2044		61,264
	221,914	Loan ID 200754	Fixed	4.750%	8/1/2044		231,121
	55,030	Loan ID 200755	Fixed	4.250%	6/1/2043		56,087
	187,948	Loan ID 200756	Fixed	4.875%	11/1/2043		196,454
	125,129	Loan ID 200759	Fixed	3.750%	6/1/2043		124,014
	171,073	Loan ID 200760	Fixed	3.750%	6/1/2043		169,278
	297,372	Loan ID 200762	Fixed	3.875%	5/1/2042		297,246

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	152,004	Loan ID 200763	Fixed	4.250%	11/1/2043	$	154,316
	202,836	Loan ID 200765	Fixed	4.875%	11/1/2043		210,814
	487,678	Loan ID 200766	Fixed	3.625%	12/1/2042		479,630
	175,445	Loan ID 200771	Fixed	4.500%	4/1/2043		175,445
	244,123	Loan ID 200772	Fixed	3.750%	3/1/2043		242,057
	203,391	Loan ID 200774	Fixed	3.875%	7/1/2043		202,889
	44,152	Loan ID 200775	Fixed	4.250%	4/1/2043		44,864
	80,638	Loan ID 200776	Fixed	4.250%	3/1/2044		81,940
	53,156	Loan ID 200777	Fixed	4.750%	6/1/2044		48,155
	142,023	Loan ID 200779	Fixed	4.625%	8/1/2044		146,201
	166,272	Loan ID 200781	Fixed	4.625%	9/1/2044		108,077
	139,208	Loan ID 200783	Fixed	4.750%	9/1/2044		144,843
	112,943	Loan ID 200785	Fixed	4.500%	8/1/2044		73,413
	224,772	Loan ID 200786	Fixed	4.625%	7/1/2044		211,201
	42,831	Loan ID 200787	Fixed	4.750%	9/1/2044		44,006
	179,429	Loan ID 200788	Fixed	3.625%	12/1/2028		174,615
	129,208	Loan ID 200789	Fixed	3.750%	9/1/2044		125,856
	150,025	Loan ID 200790	Fixed	4.250%	8/1/2044		153,236
	201,672	Loan ID 200791	Fixed	4.875%	6/1/2044		209,479
	355,604	Loan ID 200792	Fixed	3.375%	1/1/2043		207,189
	92,467	Loan ID 200795	Fixed	6.750%	8/1/2036		60,103
	71,319	Loan ID 200796	Fixed	3.170%	12/1/2053		20,226
	58,987	Loan ID 200799	Fixed	4.000%	2/5/2053		55,980
	64,524	Loan ID 200800	Fixed	4.000%	1/1/2053		57,674
	354,884	Loan ID 200803	Fixed	3.410%	11/1/2050		216,267
	153,124	Loan ID 200805	Fixed	4.625%	7/1/2050		116,519
	157,728	Loan ID 200806	Fixed	5.000%	8/1/2049		97,898
	57,640	Loan ID 200808	Fixed	4.000%	11/1/2050		20,441
	115,962	Loan ID 200809	Fixed	5.000%	4/1/2050		68,157
	138,041	Loan ID 200810	Fixed	5.000%	1/1/2050		80,777
	238,609	Loan ID 200814	Fixed	8.250%	7/1/2039		250,540
	280,333	Loan ID 200817	Fixed	5.000%	1/1/2050		193,901
	131,494	Loan ID 200820	Fixed	4.000%	7/1/2044		132,356
	207,038	Loan ID 200821	Fixed	4.250%	8/1/2044		211,249
	80,670	Loan ID 200823	Fixed	4.250%	9/1/2044		52,436
	219,808	Loan ID 200824	Fixed	4.250%	8/1/2044		198,880
	105,267	Loan ID 200826	Fixed	4.375%	9/1/2044		107,141
	183,945	Loan ID 200827	Fixed	3.875%	6/1/2044		182,650
	235,574	Loan ID 200829	Fixed	4.375%	7/1/2043		153,123
	205,791	Loan ID 200830	ARM	2.875%	7/1/2044		201,441
	73,787	Loan ID 200831	Fixed	4.250%	10/1/2044		74,754
	337,564	Loan ID 200832	Fixed	4.250%	10/1/2044		338,054
	352,820	Loan ID 200833	Fixed	4.250%	1/1/2043		359,697
	158,803	Loan ID 200834	Fixed	4.125%	7/1/2043		160,825
	325,291	Loan ID 200835	Fixed	5.000%	8/1/2043		341,555
	181,036	Loan ID 200838	Fixed	3.750%	8/1/2044		178,140

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	232,136	Loan ID 200839	Fixed	5.000%	5/1/2044	$	243,474
	178,624	Loan ID 200842	Fixed	4.250%	8/1/2044		181,534
	355,357	Loan ID 200843	Fixed	4.750%	10/1/2043		368,349
	299,857	Loan ID 200844	Fixed	4.500%	7/1/2043		308,934
	201,723	Loan ID 200846	Fixed	4.375%	11/1/2043		131,120
	180,586	Loan ID 200847	Fixed	4.750%	10/1/2044		117,381
	178,109	Loan ID 200848	Fixed	2.000%	6/1/2051		129,318
	109,930	Loan ID 200853	Fixed	5.000%	4/1/2037		71,455
	225,293	Loan ID 200855	ARM	4.180%	7/1/2037		194,932
	204,644	Loan ID 200856	Fixed	6.500%	6/1/2042		110,056
	263,201	Loan ID 200858	Fixed	2.000%	1/1/2053		219,807
	245,032	Loan ID 200859	Fixed	2.170%	12/1/2052		117,671
	165,132	Loan ID 200860	Fixed	3.000%	3/1/2052		113,514
	424,845	Loan ID 200861	Fixed	2.000%	6/1/2054		276,966
	248,363	Loan ID 200863	Fixed	2.000%	7/1/2052		212,249
	261,090	Loan ID 200864	Fixed	4.000%	1/1/2037		93,269
	263,810	Loan ID 200866	Fixed	2.000%	5/1/2053		228,144
	112,346	Loan ID 200867	Fixed	2.370%	9/1/2053		97,845
	198,873	Loan ID 200873	Fixed	3.525%	11/1/2053		62,456
	195,566	Loan ID 200876	ARM	3.625%	5/1/2035		200,823
	386,429	Loan ID 200877	Fixed	4.750%	9/1/2042		350,746
	188,854	Loan ID 200880	Fixed	4.250%	6/1/2043		192,477
	79,944	Loan ID 200883	Fixed	3.375%	5/1/2028		76,761
	172,308	Loan ID 200885	Fixed	4.875%	10/1/2044		112,000
	93,548	Loan ID 200886	Fixed	4.250%	10/1/2044		95,247
	250,248	Loan ID 200887	Fixed	4.750%	9/1/2044		162,661
	234,263	Loan ID 200888	Fixed	4.500%	9/1/2044		237,683
	204,847	Loan ID 200891	Fixed	4.250%	10/1/2044		133,151
	251,024	Loan ID 200892	Fixed	3.750%	9/1/2043		243,464
	97,011	Loan ID 200894	Fixed	5.000%	10/1/2043		101,770
	222,870	Loan ID 200895	Fixed	3.875%	11/1/2043		222,530
	193,158	Loan ID 200897	Fixed	4.750%	10/1/2044		161,781
	367,894	Loan ID 200900	Fixed	4.375%	9/1/2044		378,343
	653,490	Loan ID 200902	Fixed	4.250%	9/1/2044		667,248
	248,907	Loan ID 200904	Fixed	5.125%	9/1/2044		258,494
	398,790	Loan ID 200905	Fixed	5.375%	9/1/2044		259,214
	306,681	Loan ID 200906	Fixed	4.875%	2/1/2035		287,083
	354,402	Loan ID 200907	ARM	3.880%	8/1/2047		230,361
	105,164	Loan ID 200908	Fixed	4.000%	6/1/2049		106,390
	114,715	Loan ID 200909	Fixed	4.870%	3/1/2046		120,451
	203,085	Loan ID 200910	Fixed	3.300%	4/1/2053		110,742
	723,314	Loan ID 200912	Interest Only	4.500%	3/1/2037		675,213
	59,156	Loan ID 200913	Fixed	4.250%	5/1/2047		30,882
	150,350	Loan ID 200914	Fixed	2.875%	12/1/2047		113,199
	93,208	Loan ID 200916	Fixed	4.000%	10/1/2037		91,040
	159,153	Loan ID 200917	Fixed	4.875%	1/1/2051		167,111

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	96,260	Loan ID 200921	ARM	3.875%	7/1/2051	$	101,073
	421,283	Loan ID 200922	Fixed	3.340%	9/1/2053		418,637
	423,754	Loan ID 200923	Fixed	4.875%	12/1/2036		444,942
	507,242	Loan ID 200924	Fixed	5.500%	9/1/2051		532,604
	322,062	Loan ID 200927	Fixed	3.000%	8/1/2038		307,385
	121,940	Loan ID 200928	Fixed	4.800%	12/1/2036		120,733
	160,896	Loan ID 200929	Fixed	4.625%	1/1/2043		166,595
	388,381	Loan ID 200931	Fixed	4.250%	12/1/2052		349,905
	301,376	Loan ID 200933	Fixed	4.250%	3/1/2043		307,162
	114,082	Loan ID 200934	Fixed	3.810%	1/1/2043		113,292
	177,393	Loan ID 200935	Fixed	3.875%	4/1/2043		177,155
	194,117	Loan ID 200936	Fixed	4.000%	5/1/2042		195,326
	121,309	Loan ID 200939	Fixed	4.170%	5/1/2042		123,502
	198,238	Loan ID 200940	Fixed	3.250%	2/1/2043		188,766
	115,579	Loan ID 200941	Fixed	3.780%	1/1/2043		114,625
	278,655	Loan ID 200942	Fixed	4.000%	4/1/2043		280,126
	103,977	Loan ID 200944	Fixed	4.500%	2/1/2044		106,113
	141,085	Loan ID 200945	Fixed	5.125%	4/1/2044		147,974
	287,653	Loan ID 200947	Fixed	4.000%	2/1/2043		289,004
	129,342	Loan ID 200948	Fixed	4.625%	12/1/2042		133,452
	280,780	Loan ID 200949	Fixed	3.875%	4/1/2043		280,358
	181,487	Loan ID 200952	Fixed	3.875%	1/1/2043		181,053
	117,305	Loan ID 200953	Fixed	3.750%	12/1/2042		115,818
	377,890	Loan ID 200954	Fixed	3.625%	1/1/2043		370,914
	328,531	Loan ID 200955	Fixed	3.250%	5/1/2043		313,247
	262,696	Loan ID 200956	Fixed	5.000%	8/1/2051		275,831
	96,006	Loan ID 200958	Fixed	3.875%	6/1/2043		95,605
	417,760	Loan ID 200959	Fixed	4.000%	11/1/2042		420,680
	363,837	Loan ID 200960	Fixed	3.500%	1/1/2043		353,119
	178,277	Loan ID 200961	Fixed	4.750%	6/1/2043		185,576
	205,944	Loan ID 200962	Fixed	4.250%	10/1/2044		209,673
	117,954	Loan ID 200963	Fixed	4.750%	9/1/2044		121,978
	352,927	Loan ID 200964	Fixed	3.750%	7/1/2043		349,243
	146,330	Loan ID 200966	Fixed	4.875%	7/1/2044		95,114
	94,802	Loan ID 200968	Fixed	4.250%	11/1/2044		82,486
	362,109	Loan ID 200969	Fixed	4.875%	8/1/2043		378,192
	153,951	Loan ID 200974	Fixed	4.250%	10/1/2044		156,597
	57,191	Loan ID 200975	Fixed	4.750%	12/1/2044		37,174
	351,450	Loan ID 200977	Fixed	4.875%	9/1/2044		367,500
	206,977	Loan ID 200983	Fixed	4.375%	8/1/2044		211,846
	152,272	Loan ID 200984	Fixed	5.000%	10/1/2043		159,886
	114,224	Loan ID 200987	Fixed	4.625%	10/1/2044		74,245
	209,293	Loan ID 200989	Fixed	3.750%	6/1/2029		193,824
	284,143	Loan ID 200992	Fixed	4.125%	5/1/2043		287,987
	168,438	Loan ID 200993	Fixed	2.004%	7/15/2049		146,839
	202,166	Loan ID 200994	Fixed	4.125%	5/1/2053		205,612

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	56,351	Loan ID 200996	Fixed	2.500%	8/1/2048	$	38,478
	97,573	Loan ID 200997	Fixed	2.000%	3/1/2051		75,440
	364,563	Loan ID 200998	Fixed	3.875%	12/1/2050		318,339
	72,947	Loan ID 201000	Fixed	5.125%	2/1/2039		76,405
	29,222	Loan ID 201002	Fixed	0.000%	10/1/2024		24,554
	130,051	Loan ID 201005	Fixed	4.750%	7/1/2041		135,800
	43,233	Loan ID 201006	Fixed	6.875%	3/1/2038		45,395
	83,521	Loan ID 201007	Fixed	7.125%	4/1/2037		87,697
	68,519	Loan ID 201009	Fixed	0.000%	4/1/2033		57,767
	80,682	Loan ID 201010	Fixed	5.500%	4/1/2039		76,422
	37,615	Loan ID 201011	Fixed	0.000%	2/1/2023		31,647
	46,297	Loan ID 201012	Fixed	7.500%	12/1/2038		47,821
	56,270	Loan ID 201013	Fixed	7.500%	12/1/2038		48,712
	88,985	Loan ID 201014	Fixed	0.000%	2/1/2033		74,764
	13,472	Loan ID 201015	Fixed	0.000%	3/29/2021		11,390
	107,004	Loan ID 201016	Fixed	6.500%	2/1/2036		112,354
	23,989	Loan ID 201017	Fixed	0.000%	4/1/2032		20,172
	97,336	Loan ID 201019	ARM	4.875%	2/1/2037		102,203
	93,969	Loan ID 201020	Fixed	0.000%	10/1/2034		79,087
	80,117	Loan ID 201022	ARM	3.625%	5/1/2037		63,971
	142,446	Loan ID 201023	Fixed	6.450%	2/1/2036		118,031
	80,853	Loan ID 201026	Fixed	7.750%	12/1/2035		49,145
	107,034	Loan ID 201027	ARM	9.538%	3/1/2037		112,385
	103,428	Loan ID 201030	Fixed	5.000%	7/1/2042		108,600
	141,423	Loan ID 201032	Fixed	4.500%	11/1/2044		142,074
	286,205	Loan ID 201033	Fixed	4.125%	12/1/2044		290,182
	94,650	Loan ID 201036	Fixed	4.375%	12/1/2044		96,407
	69,005	Loan ID 201037	Fixed	8.250%	7/1/2039		72,455
	273,601	Loan ID 201040	Fixed	4.000%	11/1/2045		205,188
	91,093	Loan ID 201041	Fixed	3.750%	11/1/2052		79,231
	115,988	Loan ID 201043	Fixed	4.000%	4/1/2039		109,938
	181,324	Loan ID 201044	Fixed	4.870%	3/29/2037		190,390
	109,468	Loan ID 201045	Fixed	2.000%	7/1/2037		82,464
	263,915	Loan ID 201046	Fixed	2.000%	4/1/2053		126,085
	108,883	Loan ID 201047	Fixed	3.625%	4/1/2053		89,289
	173,680	Loan ID 201048	Fixed	3.000%	4/1/2052		123,242
	65,467	Loan ID 201053	Fixed	3.860%	7/1/2053		65,630
	211,552	Loan ID 201054	Fixed	2.400%	5/17/2050		184,335
	591,015	Loan ID 201056	Fixed	2.000%	7/1/2054		520,688
	167,736	Loan ID 201057	Fixed	2.000%	1/1/2050		128,889
	132,944	Loan ID 201058	Fixed	2.500%	8/1/2037		115,848
	112,543	Loan ID 201060	ARM	3.750%	7/1/2035		84,635
	86,931	Loan ID 201061	Fixed	5.000%	2/1/2050		71,033
	119,423	Loan ID 201062	Fixed	3.100%	4/1/2047		113,728
	125,031	Loan ID 201063	Fixed	4.000%	9/1/2047		82,680
	212,932	Loan ID 201065	Fixed	3.000%	7/1/2037		171,450

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	230,803	Loan ID 201066	Fixed	4.250%	12/1/2046	$	236,044
	436,701	Loan ID 201067	Fixed	4.750%	1/1/2044		447,727
	68,864	Loan ID 201069	Fixed	4.625%	12/1/2044		71,131
	617,274	Loan ID 201070	Fixed	4.250%	2/1/2045		627,466
	176,455	Loan ID 201071	Fixed	4.625%	11/1/2044		179,839
	110,764	Loan ID 201072	Fixed	3.500%	3/1/2028		106,180
	43,476	Loan ID 201073	Fixed	3.125%	4/1/2023		40,827
	95,904	Loan ID 201075	Fixed	4.375%	10/1/2044		97,952
	125,876	Loan ID 201076	Fixed	3.500%	12/1/2042		122,243
	135,087	Loan ID 201077	Fixed	3.625%	7/1/2044		116,595
	227,166	Loan ID 201084	Fixed	5.000%	8/1/2038		238,524
	147,171	Loan ID 201086	Fixed	4.625%	11/1/2044		138,065
	159,081	Loan ID 201091	Fixed	4.125%	1/1/2045		141,310
	250,421	Loan ID 201092	Fixed	5.250%	4/1/2046		162,773
	136,406	Loan ID 201093	Fixed	4.125%	9/1/2043		116,934
	149,753	Loan ID 201094	Fixed	4.550%	3/1/2044		150,845
	232,168	Loan ID 201095	Fixed	3.875%	8/1/2044		231,794
	95,615	Loan ID 201100	Fixed	4.125%	7/1/2043		97,052
	350,355	Loan ID 201101	Fixed	4.625%	3/1/2045		355,948
	153,993	Loan ID 201103	ARM	2.875%	5/1/2044		155,279
	160,055	Loan ID 201104	Fixed	4.375%	4/1/2045		160,868
	293,239	Loan ID 201105	Fixed	4.250%	11/1/2044		298,516
	79,176	Loan ID 201107	Fixed	5.150%	2/1/2036		76,780
	152,633	Loan ID 201108	Fixed	4.750%	2/1/2054		144,519
	524,333	Loan ID 201110	ARM	4.250%	4/1/2037		394,108
	160,741	Loan ID 201111	Fixed	4.875%	4/1/2050		94,612
	245,640	Loan ID 201112	Fixed	4.750%	8/1/2037		256,911
	78,397	Loan ID 201113	Fixed	5.750%	12/1/2052		82,317
	110,539	Loan ID 201114	Fixed	8.087%	5/1/2054		81,203
	508,771	Loan ID 201115	Fixed	4.000%	2/1/2051		316,134
	126,055	Loan ID 201119	Fixed	4.000%	5/1/2034		123,043
	90,603	Loan ID 201121	Fixed	4.000%	10/1/2037		68,777
	85,566	Loan ID 201122	Fixed	4.750%	11/1/2048		79,715
	171,448	Loan ID 201123	Fixed	4.000%	7/1/2054		110,533
	246,038	Loan ID 201124	Fixed	4.750%	4/1/2040		257,365
	434,154	Loan ID 201126	Fixed	6.500%	4/1/2049		438,470
	82,809	Loan ID 201127	ARM	3.625%	4/1/2037		53,826
	160,071	Loan ID 201129	Fixed	4.875%	6/1/2051		95,993
	119,992	Loan ID 201130	Fixed	4.850%	12/1/2037		124,745
	116,518	Loan ID 201131	Fixed	7.353%	5/1/2053		89,147
	169,653	Loan ID 201132	Fixed	3.000%	7/1/2037		123,140
	197,534	Loan ID 201134	Fixed	2.000%	10/1/2053		152,971
	523,150	Loan ID 201135	Fixed	3.000%	6/1/2051		416,280
	57,087	Loan ID 201138	Fixed	4.250%	3/1/2034		58,393
	160,749	Loan ID 201139	Fixed	2.000%	11/1/2053		126,742
	155,490	Loan ID 201140	Fixed	4.870%	1/1/2038		148,143

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	88,387	Loan ID 201143	Fixed	2.000%	11/1/2037	$	67,343
	100,904	Loan ID 201144	Fixed	4.000%	9/1/2045		86,606
	227,350	Loan ID 201145	Fixed	4.375%	4/1/2051		211,125
	130,677	Loan ID 201146	Fixed	4.875%	8/1/2054		112,911
	109,053	Loan ID 201147	Fixed	3.000%	11/1/2051		86,998
	96,090	Loan ID 201148	Fixed	3.950%	10/1/2042		96,985
	278,877	Loan ID 201149	Fixed	5.719%	6/1/2051		113,895
	247,721	Loan ID 201153	Fixed	5.000%	6/1/2050		194,934
	59,398	Loan ID 201154	ARM	3.625%	11/1/2041		62,368
	94,615	Loan ID 201155	Fixed	2.000%	11/1/2053		60,955
	64,077	Loan ID 201156	Fixed	5.000%	4/1/2050		50,335
	288,982	Loan ID 201157	Fixed	4.000%	3/1/2055		291,861
	202,141	Loan ID 201160	Fixed	4.920%	10/1/2049		129,074
	380,064	Loan ID 201163	Fixed	4.750%	12/1/2049		250,657
	164,503	Loan ID 201164	Fixed	4.250%	11/1/2051		106,927
	111,683	Loan ID 201165	Fixed	4.750%	1/1/2044		116,324
	431,752	Loan ID 201168	Fixed	3.000%	4/1/2052		337,699
	107,640	Loan ID 201169	Fixed	5.934%	9/1/2037		99,097
	65,786	Loan ID 201170	Fixed	4.375%	7/1/2037		66,876
	68,556	Loan ID 201171	Fixed	2.000%	5/1/2051		37,144
	107,713	Loan ID 201173	Fixed	3.000%	11/1/2047		53,716
	146,379	Loan ID 201174	Fixed	4.750%	1/1/2053		95,146
	62,963	Loan ID 201175	Fixed	5.000%	9/1/2044		66,111
	134,223	Loan ID 201176	Fixed	4.250%	8/1/2053		124,379
	302,966	Loan ID 201178	Fixed	3.193%	6/1/2051		132,241
	299,570	Loan ID 201179	Fixed	4.000%	5/1/2051		172,943
	308,610	Loan ID 201181	Fixed	4.500%	4/1/2034		257,979
	133,144	Loan ID 201183	Fixed	2.375%	10/1/2052		103,842
	63,150	Loan ID 201184	Fixed	4.000%	6/1/2049		63,892
	257,235	Loan ID 201185	Fixed	5.760%	10/1/2053		228,647
	81,244	Loan ID 201187	Fixed	2.000%	11/1/2048		43,304
	158,981	Loan ID 201190	Fixed	4.250%	6/1/2051		162,623
	212,664	Loan ID 201191	Fixed	3.000%	2/1/2037		205,247
	117,572	Loan ID 201192	Fixed	2.000%	2/1/2051		71,503
	627,677	Loan ID 201196	Fixed	2.000%	11/1/2036		495,658
	173,596	Loan ID 201197	Fixed	5.125%	8/1/2037		164,486
	334,148	Loan ID 201199	Fixed	5.000%	11/1/2046		194,715
	286,333	Loan ID 201200	Fixed	4.500%	3/1/2044		292,405
	289,397	Loan ID 201201	Fixed	4.500%	8/1/2044		188,108
	450,932	Loan ID 201204	Fixed	3.750%	4/1/2045		443,735
	148,691	Loan ID 201205	Fixed	4.625%	1/1/2045		153,521
	130,034	Loan ID 201206	Fixed	3.990%	4/1/2045		130,337
	420,184	Loan ID 201207	Fixed	4.625%	8/1/2051		384,051
	115,352	Loan ID 201208	Fixed	4.625%	4/1/2045		118,218
	179,223	Loan ID 201209	Fixed	4.250%	4/1/2045		172,473
	129,156	Loan ID 201211	Fixed	4.125%	7/1/2044		104,582

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	360,459	Loan ID 201212	Fixed	4.625%	3/1/2045	$	309,331
	198,394	Loan ID 201213	Fixed	4.875%	8/1/2044		201,500
	545,157	Loan ID 201214	ARM	2.875%	9/1/2043		510,491
	265,302	Loan ID 201216	Fixed	3.500%	2/1/2043		211,115
	101,742	Loan ID 201217	Fixed	3.875%	5/1/2045		81,310
	126,520	Loan ID 201218	Fixed	4.125%	1/1/2045		88,907
	69,004	Loan ID 201219	Fixed	4.000%	7/1/2044		42,855
	65,272	Loan ID 201221	Fixed	3.250%	5/1/2043		54,931
	48,059	Loan ID 201222	Fixed	5.125%	1/1/2045		48,797
	216,642	Loan ID 201223	Fixed	3.875%	4/1/2030		223,700
	60,403	Loan ID 201226	Fixed	5.000%	3/1/2045		62,855
	175,368	Loan ID 201227	Fixed	5.125%	3/1/2045		183,422
	82,910	Loan ID 201229	Fixed	3.250%	7/1/2024		82,845
	124,156	Loan ID 201232	Fixed	4.500%	1/1/2045		80,701
	257,830	Loan ID 201233	Fixed	4.500%	12/1/2044		258,710
	92,090	Loan ID 201235	Fixed	3.750%	7/1/2045		90,941
	235,222	Loan ID 201237	Fixed	3.750%	5/1/2045		232,156
	158,237	Loan ID 201240	Fixed	4.250%	10/1/2045		140,665
	296,514	Loan ID 201241	Fixed	4.375%	7/1/2045		304,536
	226,668	Loan ID 201242	Fixed	4.625%	11/1/2044		232,548
	111,268	Loan ID 201243	Fixed	4.625%	11/1/2045		113,713
	400,468	Loan ID 201244	Fixed	4.500%	6/1/2045		367,520
	114,609	Loan ID 201245	Fixed	4.750%	8/1/2044		117,766
	186,907	Loan ID 201247	Fixed	4.250%	5/1/2045		146,651
	100,845	Loan ID 201248	Fixed	4.875%	7/1/2044		104,341
	465,153	Loan ID 201249	Fixed	4.625%	8/1/2045		414,212
	61,877	Loan ID 201250	Fixed	4.250%	10/1/2045		62,464
	130,974	Loan ID 201251	Fixed	4.500%	8/1/2045		120,072
	7,574	Loan ID 201253	ARM	8.750%	3/1/2019		7,952
	159,617	Loan ID 201254	ARM	8.000%	9/1/2034		167,597
	244,189	Loan ID 201255	ARM	7.875%	6/1/2035		256,398
	34,261	Loan ID 201256	ARM	10.500%	10/1/2021		35,974
	240,255	Loan ID 201257	Fixed	4.500%	5/1/2044		245,478
	91,197	Loan ID 201258	Fixed	4.500%	6/1/2045		73,256
	119,563	Loan ID 201259	Fixed	4.625%	1/1/2046		77,716
	172,364	Loan ID 201260	Fixed	4.750%	9/1/2045		177,995
	60,832	Loan ID 201262	Fixed	4.200%	1/1/2046		49,278
	50,313	Loan ID 201263	Fixed	4.750%	10/1/2045		44,961
	187,068	Loan ID 201264	Fixed	5.000%	3/1/2045		172,847
	358,691	Loan ID 201265	Fixed	4.750%	6/1/2045		371,165
	146,118	Loan ID 201266	Fixed	4.500%	2/1/2046		144,142
	187,809	Loan ID 201267	Fixed	4.875%	12/1/2045		188,780
	237,520	Loan ID 201268	Fixed	4.250%	6/1/2045		241,248
	125,215	Loan ID 201269	Fixed	4.375%	12/1/2045		78,821
	153,070	Loan ID 201270	Fixed	4.125%	2/1/2045		151,325
	255,291	Loan ID 201271	Fixed	4.500%	6/1/2045		233,905

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	140,613	Loan ID 201272	Fixed	4.750%	11/1/2044	$	145,337
	242,118	Loan ID 201273	Fixed	4.500%	12/1/2045		240,169
	218,769	Loan ID 201274	Fixed	4.125%	10/1/2045		214,282
	193,809	Loan ID 201278	Fixed	3.750%	12/1/2045		158,520
	371,722	Loan ID 201280	Fixed	4.500%	4/1/2046		365,778
	153,864	Loan ID 201281	Fixed	4.875%	7/1/2044		160,086
	129,984	Loan ID 201282	Fixed	5.250%	1/1/2046		134,787
	111,382	Loan ID 201283	Fixed	4.250%	11/1/2045		72,398
	135,087	Loan ID 201284	Fixed	3.625%	2/1/2029		138,408
	33,193	Loan ID 201285	Fixed	4.625%	11/1/2028		34,571
	110,655	Loan ID 201286	Fixed	4.375%	12/1/2045		112,402
	85,914	Loan ID 201289	Fixed	4.000%	3/1/2045		85,386
	249,730	Loan ID 201290	Fixed	4.750%	7/1/2045		258,872
	305,049	Loan ID 201291	Fixed	5.000%	8/1/2045		315,651
	81,687	Loan ID 201292	Fixed	4.500%	5/1/2045		85,771
	37,267	Loan ID 201293	Fixed	4.875%	9/1/2045		24,224
	126,807	Loan ID 201294	Fixed	4.625%	2/1/2046		115,589
	98,573	Loan ID 201295	Fixed	4.500%	12/1/2045		78,907
	766,702	Loan ID 201296	Fixed	4.250%	2/1/2046		770,496
	343,322	Loan ID 201297	Fixed	4.875%	8/1/2045		357,188
	153,502	Loan ID 201298	Fixed	4.250%	8/1/2045		155,080
	256,516	Loan ID 201299	Fixed	4.250%	12/1/2045		195,513
	198,245	Loan ID 201300	Fixed	4.750%	3/1/2046		128,859
	73,749	Loan ID 201301	Fixed	4.550%	10/1/2044		74,393
	136,565	Loan ID 201302	Fixed	4.250%	5/1/2045		88,767
	98,228	Loan ID 201303	Fixed	3.875%	3/1/2045		97,326
	228,109	Loan ID 201304	Fixed	4.125%	2/1/2046		201,392
	149,549	Loan ID 201305	Fixed	4.625%	8/1/2044		153,768
	118,106	Loan ID 201306	Fixed	3.875%	9/1/2045		101,182
	167,998	Loan ID 201307	Fixed	4.250%	11/1/2045		109,199
	62,905	Loan ID 201308	Fixed	4.625%	11/1/2045		63,648
	163,897	Loan ID 201309	Fixed	4.000%	9/1/2045		138,967
	188,773	Loan ID 201310	Fixed	4.750%	9/1/2045		156,669
	138,140	Loan ID 201311	Fixed	4.375%	3/1/2046		135,055
	325,207	Loan ID 201313	Fixed	4.625%	1/1/2046		324,635
	113,672	Loan ID 201315	Fixed	4.375%	9/1/2045		115,594
	163,306	Loan ID 201316	Fixed	4.500%	2/1/2046		127,208
	168,051	Loan ID 201317	Fixed	5.250%	2/1/2046		161,433
	86,170	Loan ID 201318	Fixed	4.750%	11/1/2045		75,379
	173,928	Loan ID 201319	Fixed	4.375%	10/1/2045		152,309
	166,071	Loan ID 201320	Fixed	4.000%	10/1/2045		165,329
	98,366	Loan ID 201321	Fixed	4.000%	1/1/2046		84,436
	124,590	Loan ID 201323	Fixed	4.375%	7/1/2045		125,979
	136,894	Loan ID 201324	Fixed	5.250%	4/1/2046		128,134
	209,618	Loan ID 201325	Fixed	4.500%	5/1/2046		187,400
	178,561	Loan ID 201326	Fixed	4.625%	3/1/2046		177,777

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	210,526	Loan ID 201327	Fixed	4.250%	9/1/2045	$	212,856
	193,280	Loan ID 201328	Fixed	4.250%	11/1/2045		164,514
	161,266	Loan ID 201329	Fixed	4.250%	11/1/2045		123,080
	272,580	Loan ID 201330	Fixed	4.375%	6/1/2046		270,561
	358,369	Loan ID 201331	Fixed	4.250%	10/1/2044		363,214
	352,420	Loan ID 201333	Fixed	3.875%	1/1/2046		299,421
	194,307	Loan ID 201335	Fixed	4.750%	1/1/2046		126,300
	192,144	Loan ID 201336	Fixed	4.750%	1/1/2046		153,516
	136,932	Loan ID 201338	Fixed	4.375%	10/1/2045		138,479
	421,529	Loan ID 201339	Fixed	4.625%	7/1/2045		431,680
	125,645	Loan ID 201340	Fixed	4.375%	7/1/2045		73,214
	146,399	Loan ID 201341	Fixed	4.050%	11/1/2045		141,355
	146,075	Loan ID 201342	Fixed	4.750%	7/1/2045		150,662
	88,491	Loan ID 201343	Fixed	4.250%	11/1/2045		88,600
	74,055	Loan ID 201344	Fixed	5.000%	7/1/2044		77,493
	137,640	Loan ID 201345	Fixed	4.125%	5/1/2045		117,816
	476,083	Loan ID 201347	Fixed	5.750%	5/1/2046		476,083
	460,366	Loan ID 201348	Fixed	6.500%	5/1/2046		483,384
	240,093	Loan ID 201349	Fixed	5.625%	2/1/2046		249,841
	245,946	Loan ID 201350	Fixed	4.000%	6/1/2045		209,012
	63,119	Loan ID 201351	Fixed	4.500%	4/1/2045		49,760
	74,617	Loan ID 201352	Fixed	4.875%	3/1/2045		76,912
	512,876	Loan ID 201354	Fixed	3.375%	7/1/2046		495,996
	135,672	Loan ID 201355	Fixed	5.250%	12/1/2045		140,999
	105,390	Loan ID 201356	Fixed	4.625%	10/1/2045		104,813
	152,201	Loan ID 201358	Fixed	4.875%	7/1/2045		139,375
	192,627	Loan ID 201359	Fixed	4.250%	9/1/2045		194,377
	146,506	Loan ID 201361	Fixed	5.250%	7/1/2044		153,358
	126,454	Loan ID 201363	Fixed	4.250%	2/1/2046		107,593
	113,939	Loan ID 201364	Fixed	3.875%	4/1/2046		93,256
	347,190	Loan ID 201365	Fixed	4.250%	10/1/2045		339,155
	277,971	Loan ID 201366	Fixed	4.500%	6/1/2046		242,414
	113,099	Loan ID 201367	Fixed	4.000%	10/1/2045		110,059
	48,525	Loan ID 201368	Fixed	5.125%	2/1/2045		50,551
	185,356	Loan ID 201370	Fixed	4.250%	7/1/2046		120,481
	102,220	Loan ID 201371	Fixed	4.125%	4/1/2046		97,976
	266,205	Loan ID 201372	Fixed	4.625%	8/1/2046		263,580
	159,292	Loan ID 201373	Fixed	5.125%	4/1/2046		164,946
	616,489	Loan ID 201374	Fixed	4.500%	5/1/2040		637,012
	146,581	Loan ID 201375	Fixed	4.500%	6/1/2045		134,008
	274,042	Loan ID 201376	Fixed	4.375%	5/1/2046		276,768
	313,590	Loan ID 201377	Fixed	3.875%	5/1/2046		329,269
	68,906	Loan ID 201379	Fixed	5.000%	10/1/2045		69,388
	435,486	Loan ID 201380	Fixed	4.500%	5/1/2046		395,878
	321,891	Loan ID 201381	Fixed	4.875%	7/1/2045		331,906
	315,438	Loan ID 201382	Fixed	4.625%	9/1/2045		290,588

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	137,060	Loan ID 201383	Fixed	4.125%	12/1/2045	$	139,267
	80,361	Loan ID 201384	Fixed	4.375%	10/1/2045		82,393
	142,167	Loan ID 201385	Fixed	4.625%	12/1/2045		149,276
	81,151	Loan ID 201386	Fixed	5.250%	5/1/2046		85,208
	66,812	Loan ID 201387	Fixed	5.250%	8/1/2029		70,153
	453,882	Loan ID 201389	Fixed	7.125%	6/1/2046		295,024
	241,534	Loan ID 201390	Fixed	5.125%	9/1/2045		249,227
	404,476	Loan ID 201391	Fixed	5.125%	10/1/2045		416,169
	172,464	Loan ID 201392	Fixed	3.750%	2/1/2046		139,383
	433,095	Loan ID 201393	Fixed	3.750%	4/1/2056		395,425
	81,821	Loan ID 201394	Fixed	6.700%	6/1/2034		53,184
	86,402	Loan ID 201395	Fixed	6.300%	7/1/2044		82,178
	73,119	Loan ID 201396	Fixed	5.000%	9/1/2046		70,237
	270,319	Loan ID 201397	Fixed	4.125%	1/1/2046		175,708
	83,867	Loan ID 201399	Fixed	5.000%	11/1/2045		84,585
	87,491	Loan ID 201400	Fixed	4.750%	7/1/2044		81,821
	93,062	Loan ID 201401	Fixed	4.750%	10/1/2044		95,886
	150,239	Loan ID 201402	Fixed	4.750%	8/1/2044		106,570
	95,888	Loan ID 201403	Fixed	4.750%	8/1/2044		79,736
	137,767	Loan ID 201404	Fixed	4.750%	10/1/2044		98,019
	72,813	Loan ID 201405	Fixed	5.250%	8/1/2044		76,454
	56,243	Loan ID 201406	Fixed	4.250%	6/1/2046		54,651
	245,558	Loan ID 201407	Fixed	4.875%	1/1/2046		224,736
	168,858	Loan ID 201408	Fixed	4.125%	1/1/2046		169,139
	77,363	Loan ID 201409	Fixed	4.500%	12/1/2045		77,330
	229,414	Loan ID 201410	Fixed	4.625%	1/1/2046		210,371
	166,134	Loan ID 201411	Fixed	4.750%	12/1/2045		171,830
	143,977	Loan ID 201412	Fixed	5.750%	12/1/2045		128,469
	341,632	Loan ID 201413	Fixed	4.500%	7/1/2045		276,162
	75,892	Loan ID 201414	Fixed	4.250%	7/1/2044		75,690
	60,497	Loan ID 201415	Fixed	8.000%	4/1/2034		60,497
	56,433	Loan ID 201416	Fixed	10.000%	7/1/2033		36,682
	63,104	Loan ID 201417	Fixed	6.000%	8/1/2037		66,259
	49,944	Loan ID 201418	Fixed	10.000%	4/1/2033		32,463
	43,634	Loan ID 201419	Fixed	10.000%	11/1/2033		45,815
	58,334	Loan ID 201420	Fixed	9.000%	10/1/2031		37,917
	50,344	Loan ID 201421	Fixed	11.500%	7/1/2027		52,861
	58,305	Loan ID 201422	Fixed	4.625%	10/1/2046		57,762
	702,107	Loan ID 201423	ARM	3.875%	6/1/2045		726,042
	296,240	Loan ID 201424	Fixed	4.125%	10/1/2044		264,299
	678,232	Loan ID 201425	Fixed	3.875%	4/1/2046		654,367
	321,896	Loan ID 201426	Fixed	4.875%	3/1/2044		335,122
	553,132	Loan ID 201428	ARM	3.250%	4/1/2045		559,135
	357,636	Loan ID 201430	Fixed	4.500%	2/1/2044		321,757
	199,807	Loan ID 201431	Fixed	4.875%	5/1/2045		170,917
	284,952	Loan ID 201432	Fixed	5.000%	8/1/2046		258,474

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	405,862	Loan ID 201433	Fixed	4.625%	1/1/2046	$	415,915
	100,369	Loan ID 201434	Fixed	4.375%	6/1/2046		105,387
	92,531	Loan ID 201436	Fixed	4.375%	5/1/2045		97,158
	131,102	Loan ID 201437	Fixed	4.750%	5/1/2046		116,994
	719,304	Loan ID 201438	ARM	3.375%	4/1/2046		729,330
	182,911	Loan ID 201439	Fixed	5.000%	12/1/2045		189,127
	323,558	Loan ID 201440	Fixed	4.625%	7/1/2046		282,179
	101,826	Loan ID 201441	Fixed	4.750%	10/1/2045		103,441
	303,608	Loan ID 201442	Fixed	4.875%	12/1/2045		301,893
	563,772	Loan ID 201443	Fixed	3.875%	8/1/2046		552,830
	52,359	Loan ID 201444	Fixed	4.500%	11/1/2044		53,413
	104,238	Loan ID 201445	Fixed	4.875%	1/1/2045		107,997
	101,173	Loan ID 201446	Fixed	4.875%	1/1/2045		104,654
	257,538	Loan ID 201447	Fixed	4.875%	10/1/2044		267,530
	112,922	Loan ID 201448	Fixed	4.750%	1/1/2045		116,033
	95,432	Loan ID 201449	Fixed	4.000%	8/1/2044		100,203
	228,229	Loan ID 201451	Fixed	4.250%	6/1/2045		230,763
	176,303	Loan ID 201452	Fixed	4.500%	6/1/2046		176,151
	190,476	Loan ID 201453	Fixed	5.250%	9/1/2046		195,165
	190,476	Loan ID 201454	Fixed	5.250%	9/1/2046		195,467
	188,587	Loan ID 201455	Fixed	4.500%	5/1/2046		169,112
	215,523	Loan ID 201456	Fixed	4.125%	7/1/2046		207,524
	135,785	Loan ID 201457	Fixed	3.875%	4/1/2046		94,920
	240,494	Loan ID 201458	Fixed	3.875%	9/1/2046		193,738
	232,581	Loan ID 201459	Fixed	4.375%	9/1/2044		237,500
	160,938	Loan ID 201460	Fixed	4.250%	7/1/2045		162,540
	276,223	Loan ID 201461	Fixed	4.125%	12/1/2044		276,833
	301,859	Loan ID 201462	Fixed	4.375%	11/1/2044		274,141
	483,118	Loan ID 201463	Fixed	4.750%	11/1/2044		497,189
	305,999	Loan ID 201464	Fixed	4.375%	6/1/2045		267,438
	103,517	Loan ID 201465	Fixed	5.125%	12/1/2044		107,553
	280,814	Loan ID 201466	Fixed	4.500%	12/1/2044		286,482
	47,080	Loan ID 201467	Fixed	5.250%	3/1/2044		49,434
	141,209	Loan ID 201469	Fixed	4.375%	2/1/2045		143,927
	286,882	Loan ID 201470	Fixed	4.375%	10/1/2044		292,785
	229,200	Loan ID 201471	Fixed	4.500%	1/1/2045		235,137
	153,823	Loan ID 201472	Fixed	4.000%	11/1/2044		161,060
	312,820	Loan ID 201473	Fixed	4.500%	2/1/2045		316,730
	49,556	Loan ID 201474	Fixed	6.625%	12/1/2036		52,034
	95,145	Loan ID 201475	ARM	5.625%	9/1/2036		61,844
	136,141	Loan ID 201476	ARM	6.000%	2/1/2037		111,567
	88,805	Loan ID 201477	Fixed	6.750%	11/1/2036		93,245
	109,121	Loan ID 201478	Fixed	4.625%	10/1/2045		112,506
	131,035	Loan ID 201479	Fixed	4.500%	5/1/2046		133,581
	163,095	Loan ID 201480	Fixed	4.250%	11/1/2045		165,071
	70,806	Loan ID 201481	Fixed	4.375%	7/1/2046		46,024

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 93.6%
$	138,471	Loan ID 201482	Fixed	4.625%	6/1/2045	$	90,006
	302,723	Loan ID 201483	Fixed	4.125%	12/1/2045		196,770
	77,563	Loan ID 201484	Fixed	4.500%	10/1/2046		77,812
	65,236	Loan ID 201485	Fixed	5.750%	3/1/2038		68,498
	41,264	Loan ID 201486	Fixed	3.875%	9/1/2028		42,160
	166,934	Loan ID 201487	Fixed	4.625%	2/1/2052		175,281
	221,328	Loan ID 201488	Fixed	4.250%	1/1/2041		180,739
	94,065	Loan ID 201489	Fixed	4.750%	3/1/2046		96,126
	109,179	Loan ID 201490	Fixed	4.750%	9/1/2045		100,329
	230,593	Loan ID 201491	Fixed	4.250%	2/1/2046		230,544
	387,018	Loan ID 201492	Fixed	4.625%	1/1/2047		322,783
	518,900	Loan ID 201495	Fixed	10.000%	10/1/2017		515,008
	81,935	Loan ID 201499	Fixed	4.750%	5/1/2045		77,786
	112,755	Loan ID 201500	Fixed	4.500%	1/1/2044		116,010
	20,733	Loan ID 201501	Fixed	5.000%	11/1/2029		21,729
	110,009	Loan ID 201502	Fixed	5.250%	4/1/2044		114,719
	151,552	Loan ID 201503	Fixed	5.000%	7/1/2046		140,095
	460,275	Loan ID 201504	Fixed	4.500%	7/1/2045		420,219
	98,195	Loan ID 201505	ARM	5.750%	9/1/2046		103,104
	309,727	Loan ID 201506	Fixed	5.000%	2/1/2047		270,411
	64,300	Loan ID 201507	Fixed	4.750%	7/1/2044		53,494
	226,058	Loan ID 201508	Fixed	5.000%	2/1/2047		203,491
	239,555	Loan ID 201509	Fixed	5.000%	12/1/2046		216,555
	161,096	Loan ID 201510	Fixed	3.990%	1/1/2047		136,536
	81,560	Loan ID 201511	Fixed	4.375%	1/1/2046		53,014
	176,813	Loan ID 201512	Fixed	4.375%	7/1/2046		154,077
	128,611	Loan ID 201513	Fixed	4.000%	1/1/2046		135,041
	70,372	Loan ID 201514	Fixed	3.875%	7/1/2046		45,742
	140,334	Loan ID 201515	Fixed	5.125%	4/1/2047		140,062
	144,804	Loan ID 201516	Fixed	3.875%	4/1/2046		138,642
	329,019	Loan ID 201517	Fixed	4.625%	6/1/2046		309,185
	415,809	Loan ID 201518	Fixed	4.875%	1/1/2047		431,759
	97,470	Loan ID 201519	Fixed	4.750%	9/1/2045		100,451
	161,600	Loan ID 201521	Fixed	10.500%	12/1/2017		159,580
	79,200	Loan ID 201522	Fixed	9.750%	11/1/2017		77,616
	84,401	Loan ID 201523	Fixed	5.125%	7/1/2045		85,883
	139,626	Loan ID 201524	Fixed	8.010%	8/1/2046		146,607
	314,131	Loan ID 201525	Fixed	7.500%	9/1/2046		204,185
	159,191	Loan ID 201526	Fixed	5.250%	5/1/2044		150,546
	381,352	Loan ID 201527	Fixed	4.375%	7/1/2046		351,911
	84,018	Loan ID 201528	Fixed	4.625%	1/1/2046		76,534
	221,400	Loan ID 201529	Interest Only	9.500%	8/1/2018		216,972
	172,500	Loan ID 201530	Interest Only	8.250%	9/1/2018		169,481
	222,100	Loan ID 201531	Interest Only	9.500%	9/1/2018		217,658
	385,800	Loan ID 201532	Interest Only	8.750%	8/1/2018		379,049
	515,033	Loan ID 201533	Fixed	4.750%	5/1/2046		437,778
	164,601,767	TOTAL MORTGAGE NOTES (Cost - $133,440,803)					150,422,448

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2017

TOTAL INVESTMENTS (Cost - $133,440,803) (a) - 93.6%	$	150,422,448
OTHER ASSETS IN EXCESS OF LIABILITIES - 6.4%		10,207,639
NET ASSETS - 100.0%	$	160,630,087

ARM - Adjustable Rate Mortgage

(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:	$	21,005,027
Unrealized depreciation:		(4,023,382	)
Net unrealized appreciation:	$	16,981,645

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

Vertical Capital Income Fund

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2017

Assets:
Investments in Securities at Market Value (identified cost $133,440,803)	$	150,422,448
Cash		7,066,591
Interest Receivable		1,694,662
Receivable for Investment Securities Sold and Principal Paydowns		1,130,284
Receivable for Fund Shares Sold		34,589
Deferred Financing Fees, Net		27,277
Prepaid Expenses and Other Assets		481,356
Total Assets		160,857,207

Liabilities:
Payable for Securities Purchased		12,050
Accrued Advisory Fees		35,731
Related Party Payable		33,472
Accrued Expenses and Other Liabilities		145,867
Total Liabilities		227,120

Net Assets	$	160,630,087

Composition of Net Assets:
At September 30, 2017, Net Assets consisted of:
Paid-in-Capital	$	141,270,625
Accumulated Net Investment Loss		(16,638	)
Accumulated Net Realized Gain From Investments		2,394,455
Net Unrealized Appreciation on Investments		16,981,645
Net Assets	$	160,630,087

Net Asset Value Per Share
Net Assets	$	160,630,087
Shares of Beneficial Interest Outstanding (no par value; unlimited shares authorized)		13,018,099
Net Asset Value and Redemption Price per Share (Net Assets/Shares Outstanding)	$	12.34
Offering Price per share (maximum sales charge of 4.50%)	$	12.92

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

Vertical Capital Income Fund

STATEMENT OF OPERATIONS

For the Year Ended September 30, 2017

Investment Income:
Interest Income	$	8,839,422
Total Investment Income		8,839,422

Expenses:
Investment Advisory Fees		2,145,814
Security Servicing Fees		560,000
Transfer Agent Fees		236,901
Interest Expense		195,348
Security Pricing Expense		167,039
Legal Fees		166,652
Insurance Expense		164,834
Administration Fees		164,308
Printing Expense		135,077
Audit Fees		134,687
Custody Fees		105,000
Trustees’ Fees		104,342
Non 12b-1 Shareholder Expense		85,992
Advisor Transition Expenses, Net		85,359
Line of Credit Fees		49,954
Fund Accounting Fees		49,949
Shareholder Servicing Fee		45,131
Registration & Filing Fees		35,984
Chief Compliance Officer Fees		27,966
Miscellaneous Expenses		50,438
Total Expenses		4,710,775
Less: Expenses Reimbursed by Adviser		(1,196,051	)
Net Expenses		3,514,724
Net Investment Income		5,324,698

Net Realized and Unrealized Gain (Loss) on Investments:
Net Realized Gain from:
Investments		2,504,489
Net Change in Unrealized Depreciation on:
Investments		(2,373,901	)
Net Realized and Unrealized Gain (Loss) on Investments		130,588

Net Increase in Net Assets Resulting From Operations	$	5,455,286

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

Vertical Capital Income Fund

STATEMENT OF CHANGES IN NET ASSETS

	For the year			For the year
	ended			ended
	September 30, 2017			September 30, 2016
Operations:
Net Investment Income	$	5,324,698		$	5,021,161
Net Realized Gain from Investments		2,504,489			1,558,992
Net Change in Unrealized (Depreciation) Appreciation on Investments		(2,373,901	)		17,268,989
Net Increase in Net Assets Resulting From Operations		5,455,286			23,849,142

Distributions to Shareholders From:
Net investment income ($0.40 and $0.38 per share, respectively)		(5,477,460	)		(5,278,242	)
Net Realized Gains ($0.10 and $0.35 per share, respectively)		(1,392,065	)		(4,894,463	)
Total Distributions to Shareholders		(6,869,525	)		(10,172,705	)

Beneficial Interest Transactions:
Proceeds from Shares Issued		11,991,479			36,900,456
Distributions Reinvested		3,372,021			5,848,424
Cost of Shares Redeemed		(35,327,491	)		(34,799,498	)
Total Beneficial Interest Transactions		(19,963,991	)		7,949,382

Total (Decrease) Increase in Net Assets		(21,378,230	)		21,625,819

Net Assets:
Beginning of Year		182,008,317			160,382,498
End of Year (including undistributed net investment income (loss) of $(16,638) and $25,559)	$	160,630,087		$	182,008,317

Share Activity
Shares Issued		1,079,378			3,120,942
Shares Reinvested		270,734			483,421
Shares Redeemed		(2,913,215	)		(2,937,959	)
Net (Decrease) Increase in Shares of Beneficial Interest Outstanding		(1,563,103	)		666,404

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, 2017

Decrease in Cash
Cash Flows Provided by (Used for) Operating Activities:
Net Increase in Net Assets Resulting from Operations	$	5,455,286

Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to Net Cash Provided by Operating Activities:

Purchases of Long-Term Portfolio Investments		(28,563,286	)
Proceeds from Sale of Long-Term Portfolio Investments and Principal Paydowns		49,303,066
Decrease in Interest Receivable		329,434
Increase in Receivable for Investment Securities Sold and Principal Paydowns		(427,009	)
Decrease in Prepaid Expenses and Other Assets		347,975
Increase in Payable for Securities Purchased		12,050
Increase in Accrued Advisory Fees		35,731
Decrease in Due from Investment Adviser		31,560
Increase in Related Party Payable		7,238
Decrease in Accrued Expenses and Other Liabilities		(121	)
Amortization of Deferred Financing Fees		49,954
Net Amortization on Investments		(913,442	)
Net Realized Gain on Investments		(2,504,489	)
Change in Unrealized Depreciation on Investments		2,373,901

Net Cash Provided by Operating Activities		25,537,848

Cash Flows Provided by/(Used) for Financing Activities:
Proceeds from Sale of Shares		12,065,840
Redemption of Shares		(35,377,049	)
Dividends Paid to Shareholders, Net of Reinvestments		(3,497,504	)
Proceeds from Line of Credit		15,000,000
Payments on Line of Credit		(15,000,000	)
Net Cash Used for Financing Activities		(26,808,713	)

Net Decrease in Cash		(1,270,865	)
Cash at Beginning of Period		8,337,456
Cash at End of Period	$	7,066,591

Supplemental disclosure of Cash Flow Information:

Non-Cash Financing Activities Included Reinvestment of Distributions During the Fiscal Period of $3,372,021 Cash Paid for Interest of $195,348.

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

Vertical Capital Income Fund

Financial Highlights

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

	Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	September 30, 2017			September 30, 2016			September 30, 2015			September 30, 2014			September 30, 2013

Net Asset Value, Beginning of Year	$	12.49		$	11.53		$	11.04		$	10.87		$	10.58
From Operations:
Net investment income (a)		0.39			0.36			0.41			0.51			0.50
Net gain (loss) from investments (both realized and unrealized)		(0.04	) (b)		1.33			0.56			0.27			0.28
Total from operations		0.35			1.69			0.97			0.78			0.78
Distributions to shareholders from:
Net investment income		(0.40	)		(0.38	)		(0.44	)		(0.56	)		(0.42	)
Net realized gains		(0.10	)		(0.35	)		(0.04	)		(0.05	)		(0.07	)
Total distributions		(0.50	)		(0.73	)		(0.48	)		(0.61	)		(0.49	)
Net Asset Value, End of Year	$	12.34		$	12.49		$	11.53		$	11.04		$	10.87
Total Return (c)		2.81	%		15.10	%		8.86	%		7.29	%		7.42	%
Ratios/Supplemental Data
Net assets, end of period (in 000’s)	$	160,630		$	182,008		$	160,382		$	108,610		$	39,987
Ratio of gross expenses to average net assets		2.74	% (d)(e)		2.95	% (d)(e)		2.67	% (d)(e)		2.32	% (d)		3.20	%
Ratio of net expenses to average net assets		2.04	% (d)(e)		2.26	% (d)(e)		2.33	% (d)(e)		1.91	% (d)		1.85	%
Ratio of net investment income to average net assets		3.24	% (d)(e)		2.98	% (d)(e)		3.54	% (d)(e)		4.68	% (d)		4.61	%
Portfolio turnover rate		17.69	%		13.72	%		2.58	%		8.37	%		11.68	%
Loan Outstanding, End of Year (000s)	$	—		$	—		$	13,522		$	3,500		$	—
Asset Coverage Ratio for Loan Outstanding (f)		0	%		0	%		1286	%		3203	%		0	%
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding (f)	$	—		$	—		$	12,672		$	32,031		$	—
Weighted Average Loans Oustanding (000s) (g)	$	14,368		$	12,330		$	12,372		$	3,398		$	—
Weighted Average Interest Rate on Loans Outstanding		3.88	%		3.41	%		3.25	%		3.25	%		0.00	%

(a)

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

(b)

The amount of net gain (loss) on investments (both realized and unrealized) per share does not accord with the amounts reported in the Statement of Operations due to timing of purchases and redemptions of Fund shares.

(c)

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

(d)

Ratio includes 0.14%, 0.20%, 0.27% and 0.06% for the years ended September 30, 2017, 2016, 2015 and 2014, respectively, that attributed to interest expenses and fees.

(e)

Ratio includes 0.05%, 0.21% and 0.21% for the years ended September 30, 2017, 2016 and the year ended 2015, respectively, that attributed to advisory transition expenses.

(f)

Represents value of net assets plus the loan oustanding at the end of the period divided by the loan outstanding at the end of the period.

(g)

Based on monthly weighted average.

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

Vertical Capital Income Fund

Notes to Financial Statements

September 30, 2017

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%. Oakline Advisors, LLC, serves as the Fund’s investment adviser.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 "Financial Services – Investment Companies" including FASB Accounting Standard Update ASU 2013-08. The following is a summary of significant accounting policies and reporting policies used in preparing the financial statements. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund amortizes premiums and discounts using the effective interest rate method. Offering expenses are amortized over 12 months following the time they are incurred.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.

Investment Security Valuation

Mortgage Notes – On October 13, 2015 the Fund began using an independent third-party pricing service, approved by the Fund’s Board of Trustees (“the Board”), to value its Mortgage Notes on a daily basis. The third-party pricing servicer uses a cash flow forecast and valuation model that focuses on forecasting the frequency, timing and severity of mortgage loss behavior. The model incorporates numerous observable loan-level factors such as unpaid principal balance, remaining term of the loan and coupon rate as well as macroeconomic data including yield curves, spreads to the Treasury curves and home price indexes. The model also includes a number of unobservable factors and assumptions (such as voluntary and involuntary prepayment speeds, delinquency rates, foreclosure timing, and others) to determine a fair value. While the model requires a minimum set of data to develop a reasonable fair value, the model is capable of accepting additional data elements. The model makes certain assumptions unless a specific data element is included, in which case it uses the additional data. Not all assumptions have equal weighting in the model. Using assumptions in this manner is a part of the Fund’s valuation policy and procedures and provides consistency in the application of valuation assumptions. The third-party pricing servicer also benchmarks their pricing model against observable pricing levels being quoted by a range of market participants active in the purchase and sale of residential mortgage loans. The combination of loan level criteria and daily market adjustments produced 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 invests primarily in Mortgage Notes secured by residential real estate. The market or liquidation value of each type of residential real estate collateral may be adversely affected by numerous factors, including rising interest rates; changes in the national, state and local economic climate and real estate conditions; perceptions of prospective buyers of the safety, convenience and attractiveness of the properties; maintenance and insurance

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2017

costs; changes in real estate taxes and other expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; natural disasters and other factors beyond the control of the borrowers.

The Fund's investments in Mortgage Notes are subject to liquidity risk because there is a limited secondary market for Mortgage Notes. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations. Securities for which current market quotations are not readily available, such as the Mortgage Notes the Fund invests in, or for which quotations are not deemed to be representative of market values are valued at fair value as determined in good faith by or under the direction of the Board in accordance with the 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 security; whether any dealer quotations for the security are available; and possible valuation methodologies that could be used to determine the fair value of the security.

The valuation inputs and subsequent outputs are reviewed and maintained on a daily basis. Any calibrations or adjustments to the model that may be necessary are done on an as-needed basis to facilitate fair pricing. Financial markets are monitored daily relative to the interest rate environment. If other available market data indicates that the pricing data from the third-party service is materially inaccurate, or pricing data is unavailable, the Fund undertakes a review of other available prices and takes additional steps to determine fair value. In all cases, the Fund validates its understanding of methodology and assumptions underlying the fair value used.

The Fund follows guidance in ASC 820, Fair Value Measurement, where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date. The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. Notwithstanding, the actual sale price of a Mortgage Note will likely be different than its fair value determined under ASC 820. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1 – Unadjusted quoted prices in active markets for identical and/or similar assets and liabilities that the Fund has the ability to access at the measurement date.

Level 2 – Other significant observable inputs other than quoted prices included in Level 1 for the asset or liability, either directly or indirectly. These inputs may include quoted prices for similar investments or identical investments in an active market, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Significant unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

As of September 30, 2017, management estimated that the carrying value of cash and cash equivalents, accounts receivable, prepaid expenses and other assets, payables for securities purchased, accrued advisory fees, related

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2017

party payables, and accrued and other liabilities were at amounts that reasonably approximated their fair value based on their highly-liquid nature and short-term maturities. This is considered a Level 1 valuation technique.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following tables summarize the inputs used as of September 30, 2017 for the Fund’s assets measured at fair value:

Assets	Level 1		Level 2		Level 3		Total
Mortgage Notes	$	—	$	—	$	150,422,448	$	150,422,448
Total	$	—	$	—	$	150,422,448	$	150,422,448

There were no transfers between levels during the current period presented. It is the Fund’s policy to record transfers into or out of levels at the end of the reporting period.

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

	Mortgage Notes			Other Investments			Total
Beginning Balance	$	169,713,431		$	404,767		$	170,118,198
Net realized gain (loss)		2,508,640			(4,151	)		2,504,489
Change in unrealized depreciation		(2,244,824	)		(129,077	)		(2,373,901	)
Cost of purchases		28,563,286			—			28,563,286
Proceeds from sales and principal paydowns		(49,109,172	)		(193,894	)		(49,303,066	)
Purchase discount amortization		916,348			(2,906	)		913,442
Net Transfers within level 3		74,739			(74,739	)		—
Ending balance	$	150,422,448		$	—		$	150,422,448

The total change in unrealized depreciation included in the Statement of Operations attributable to Level 3 investments still held at September 30, 2017 is $335,662.

The following table provides quantitative information about the Fund's Level 3 values, as well as its inputs, as of September 30, 2017. The table is not all-inclusive, but provides information on the significant Level 3 inputs.

						Weighted
					Range of	Average of
				Unobservable	Unobservable	Unobservable
	Value		Valuation Technique	Inputs	Inputs	Inputs
Mortgage Notes	$	150,422,448	Comprehensive pricing model with emphasis on discounted cash flows	Constant prepayment rate	0-45.7%	11.5%




				Deliquency	0-1582 days	16 days
				Loan-to-Value	2-294%	85.3%
				Discount Rate	0.05-26.0%	5.1%
Closing Balance	$	150,422,448

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2017

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

Security Transactions and
Investment Income -	Impact to Value if	Impact to Value if
Investment Security	Input Increases	Input Decreases
Constant Prepayment Rate	Increase	Decrease
Delinquency	Decrease	Increase
Loan to Value	Decrease	Increase
Discount rate	Decrease	Increase

Hurricanes impacted homes that secure mortgages owned by the Fund during the quarter ended September 30, 2017. The Fund obtained all available information regarding the underlying collateral for a number of these loans prior to September 30, 2017 and adjusted the valuations of individual loans accordingly. With limited information available as of the year-end valuation date for several of these loans, 65 loans located in counties designated by the Federal Emergency Management Agency (“FEMA”) as disaster areas were discounted based on the Fund’s estimate of potential losses relating to these loans. Values of these 65 loans were discounted by 35% at September 30, 2017 which reduced the value of the portfolio by approximately $3.6 million or $0.28 per share.

Cash and Cash Equivalents – Cash and cash equivalents include cash and overnight investments in interest-bearing demand deposits with a financial institution with maturities of three months or less. The Fund maintains deposits with a high quality financial institution in an amount that is in excess of federally insured limits.

Security Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes. Interest income is recorded on the accrual basis. Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities using the effective interest method.

Interest Income on Non-Accrual Loans – The Fund discontinues the accrual of interest on loans when, in the opinion of management, there is an assessment that the borrower will likely be unable to meet all contractual payments as they become due.

Credit Facility – On February 5, 2013, the Fund entered into a revolving line of credit agreement with Sunwest Bank for investment purposes and to help maintain the Fund’s liquidity, subject to the limitations of the 1940 Act for borrowings. The maximum amount of borrowing allowed under the agreement was the lesser of $15 million or 33% of the eligible portion of the Fund’s loans. On February 5, 2016, the original maturity date, the agreement was amended to extend the maturity date to May 5, 2016 and waive any event of default. The Fund entered into the Amended and Restated Credit Agreement (“Amended Agreement”) on June 29, 2016. Borrowings under the Amended Agreement continue to bear interest at a rate equal to the Wall Street Journal Prime, with a floor rate of 3.50%, per annum, on the outstanding principal balance and the maximum amount of borrowing allowed continues to be the lesser of $15 million or 33% of the eligible portion of the Fund’s loans. The Amended Agreement matures on January 5, 2018 and is secured by assets of the Fund. The Fund incurred deferred financing fees of $185,364. Accumulated amortization of deferred financing fees was $158,087 as of September 30, 2017. During the year ended September 30, 2017, the Fund utilized the line of credit. The average amount of borrowing outstanding for the period was $4,384,615 and the total interest expense was $195,348. The outstanding balance under the line of credit was $0 at September 30, 2017.

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.

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2017

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 2014 - 2016 tax returns, which remain open for examination, or expected to be taken in the Fund’s 2017 tax returns. The Fund identified its major tax jurisdictions as U.S. Federal jurisdictions where the Fund makes significant investments; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund accounts for interest and penalties for any uncertain tax positions as a component of income tax expense. No interest or penalty expense was recorded during the year ended September 30, 2017.

Distributions to Shareholders – Distributions from investment income, if any, are declared and paid monthly and are recorded on the ex-dividend date. The Fund will declare and pay net realized capital gains not previously distributed, if any, annually. The board’s decision to declare distributions will be influenced by its obligation to ensure that the Fund maintains its federal tax status as a Registered Investment Company (“RIC”). In order to qualify as a RIC, the Fund must derive a minimum of 90% of its income from capital gains, interest or dividends earned on investments and must distribute a minimum of 90% of its net investment income in the form of interest, dividends or capital gains to its shareholders. Otherwise, the Fund may be subject to an excise tax the IRS.

The character of income and gains to be distributed is determined in accordance with Federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require classification.

Indemnification – The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, management of the Fund expects the risk of loss due to these warranties and indemnities to be remote.

INVESTMENT IN RESTRICTED SECURITIES

The Fund may invest in Restricted Securities (those which cannot be offered for public sale without first being registered under the Securities Act of 1933) that are consistent with the Fund's investment objectives and investment strategies. Investments in Restricted Securities are valued at fair value as determined in good faith in accordance with procedures adopted by the Board of Trustees. The Fund would typically have no rights to compel the obligor or issuer of a Restricted Security to register such a Restricted Security under the 1933 Act. No such securities were owned by the Fund at September 30, 2017.

INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

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

Advisory Fees – Pursuant to an Advisory Agreement with the Fund, the Advisor, under the oversight of the Board, directs certain of the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 1.25%

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2017

of the average daily net assets of the Fund. For the year ended September 30, 2017 the Advisor earned advisory fees of $2,145,814.

The Advisor has contractually agreed to waive all or part of its management fees and/or make payments to limit Fund expenses (exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, expenses of investing in underlying funds, or extraordinary expenses such as litigation and advisor transition expenses) at least until January 31, 2019, so that the total annual operating expenses of the Fund do not exceed 1.85% of the average daily net assets of the Fund. The Fund incurred advisor transition expenses totaling $685,359 during the year ended September 30, 2017 associated with the transition from the prior adviser in 2015. The Fund reduced Advisor Transition Expenses as a result of a $600,000 payment related to a claim previously filed under its Investment Company Blanket Bond. These expenses are not subject to the operating expense limitation. Waivers and expense reimbursements may be recouped by the Advisor from the Fund within three years of when the amounts were waived only if the fund expenses are lower than both the lesser of the current expense cap and the expense cap in place at the time of waiver. For the year ended September 30, 2017, the Advisor waived advisory fees of $1,196,051. Expenses subject to recapture by the Advisor amounted to $178,366 that will expire on September 30, 2018, $1,063,215 that will expire on September 30, 2019, and $1,196,051 that will expire on September 30, 2020.

Distributor – The distributor of the Fund is Northern Lights Distributors, LLC (the “Distributor”). 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 may pay up to 0.25% per year of its average daily net assets for such shareholder service activities. The Fund does not pay shareholder servicing fees to the Distributor. For the year ended September 30, 2017, the Fund incurred shareholder servicing fees of $45,131.

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

Gemini Fund Services, LLC (“GFS”), an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to a separate servicing agreement with GFS, the Fund pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Fund are also officers of GFS, and are not paid any fees directly by the Fund for serving in such capacities. For the year ended September 30, 2017 GFS earned $451,158.

Northern Lights Compliance Services, LLC (“NLCS”) – NLCS, an affiliate of GFS and the Distributor, provides a Chief Compliance Officer to the Fund, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Fund. Under the terms of such agreement, NLCS receives customary fees from the Fund. For the year ended September 30, 2017 NLCS earned $27,966.

Blu Giant, LLC (“Blu Giant”) – Blu Giant, an affiliate of GFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund. For the year ended September 30, 2017 Blu Giant earned $31,558.

Trustees – The Fund pays each Trustee who is not affiliated with the Fund or advisor a quarterly fee of $5,000, as well as reimbursement for any reasonable expenses incurred attending meetings. Additionally, beginning November 11, 2016, each unaffiliated Trustee received $2,500 per meeting and the lead unaffiliated Trustee will receive an additional $10,000 per year. The “interested persons” who serve as Trustees of the Fund receive no compensation for their services as Trustees. None of the executive officers receive compensation from the Fund.

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2017

INVESTMENT TRANSACTIONS

The cost of purchases and proceeds from sales and paydowns of investment securities, other than U.S. Government securities and short-term investments, for the year ended September 30, 2017 amounted to $28,563,286 and $49,303,066 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, 2017, the Fund completed four quarterly repurchase offers. In those offers, the Fund offered to repurchase up to 5% (and an additional 2% at the Fund’s discretion) of the number of its outstanding shares as of the Repurchase Pricing Dates. The results of those repurchase offers were as follows:

	Repurchase			Repurchase			Repurchase			Repurchase
	Offer #1			Offer #2			Offer #3			Offer #4
Commencement Date		09/12/16			12/13/2016			03/31/17			06/15/17
Repurchase Request Deadline		10/17/16			1/20/2017			04/28/17			07/25/17
Repurchase Pricing Date		10/17/16			1/20/2017			04/28/17			07/25/17
Net Asset Value as of Repurchase Pricing Date	$	12.50		$	12.37		$	12.61		$	12.65
Amount Repurchased *	$	9,472,868		$	9,000,244		$	8,920,500		$	8,583,834
Percentage of Outstanding Shares Repurchased		5.00	%		5.00	%		5.00	%		5.00	%
Percentage of Outstanding Shares Tendered		16.62	%		20.28	%		27.79	%		29.18	%

Repurchases were made on a pro-rata basis.

The following repurchase offer occurred subsequent to the reporting period:

Repurchase
Offer
	09/14/17
	10/24/17
	10/24/17
$	12.54
$	8,221,895
	5.00	%
	26.89	%

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2017

DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during the fiscal years ended September 30, 2017 and September 30, 2016 was as follows:

	Fiscal Year Ended		Fiscal Year Ended
	September 30, 2017		September 30, 2016
Ordinary Income	$	5,975,551	$	5,780,415
Long-Term Capital Gain		893,974		4,392,290
Return of Capital		—		—
	$	6,869,525	$	10,172,705

As of September 30, 2017, the components of accumulated earnings/ (deficit) on a tax basis were as follows:

Undistributed		Undistributed		Post October Loss		Capital Loss		Other			Unrealized		Total
Ordinary		Long-Term		and		Carry		Book/Tax			Appreciation/		Accumulated
Income		Gains		Late Year Loss		Forwards		Differences			(Depreciation)		Earnings/(Deficits)
$	764,643	$	1,629,812	$	—	$	—	$	(16,638	)	$	16,981,645	$	19,359,462

The amount listed under other book/tax differences for the Fund is primarily attributable to tax adjustments for defaulted bonds.

Permanent book and tax differences, primarily attributable to the reclassification of Fund distributions and tax adjustments for defaulted bonds, resulted in reclassification for the year ended September 30, 2017 as follows:

Paid		Undistributed		Accumulated
In		Net Investment		Net Realized
Capital		Income (Loss)		Gains (Loss)
$	—	$	110,565	$	(110,565	)

OTHER

During the year ended September 30, 2017 the Fund received payment of $600,000 related to a claim previously filed under its Investment Company Blanket Bond related to monies that had been diverted, under the previous adviser, from a bank account held by the Fund. The payment was recorded as a reduction of Advisor Transition Expenses.

CHANGE OF SERVICE PROVIDER

On August 14, 2017 at an in -person meeting, the Audit Committee of the Board of Trustees and the full Board of Trustees of Vertical Capital Income Fund approved engaging Grant Thornton LLP as the Fund’s independent registered public accountants for the fiscal year ending September 30, 2017. The selection of Grant Thornton, LLP was recommended by the Trust’s Audit Committee, comprised of all non-interested Trustees, and was approved by the Board of Trustees. Grant Thornton LLP accepted its appointment on August 25, 2017. The reports of KPMG LLP, the predecessor independent registered public accounting firm, on the financial statements of the Fund for the fiscal years ended September 30, 2016 and 2015 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle. In connection with the audit of the financial statements for the fiscal year ended September 30, 2016, KPM LLP identified a material weakness in internal controls over financial reporting.

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2017

10.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU 2014-09, Revenue from Contract with Customers, to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this guidance. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years, or “full retrospective” and one requiring prospective application of the new standard with disclosure of results under old standards, or “modified retrospective.” The Fund completed its initial assessment in evaluating the potential impact on its financial statements and based on its initial assessment determined that its financial contracts are excluded from the scope of ASU 2014-09. As a result of the scope exception for financial contracts, Fund management has determined that there will be no material changes to the recognition timing and classification of revenues and expenses. Management continues to evaluate the impact the guidance will have on the Fund’s financial statements when adopted, but believe it will not have a material impact on the financial statements or disclosures.

11.

SUBSEQUENT EVENTS

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

Subsequent to September 30, 2017, the Fund has received additional information about the hurricane impacted loans and valuation of these loans have been updated based on the additional information. There are currently four homes whose values continue to be discounted due to damage sustained during the hurricanes that occurred in the quarter ended September 30, 2017. The value of these loans has been reduced by approximately $0.2 million.

(GRANT THORNTON LOGO)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	Grant Thornton LLP
	1717 Main Street, Suite 1800
	Dallas, TX 75201-4667

	T 214.561.2300
	F 214.561.2370
	GrantThornton.com
	linkd.in/GrantThorntonUS
	twitter.com/GrantThorntonUS

Board of Trustees and Shareholders
Vertical Capital Income Fund

We have audited the accompanying statement of assets and liabilities of Vertical Capital Income Fund (a Delaware corporation) (the "Fund"), including the portfolio of investments as of September 30, 2017, and the related statements of operations, changes in net assets, cash flows, and the financial highlights for the year ended September 30, 2017. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audit. The accompanying statement of changes in net assets for the year ended September 30, 2016 and financials highlights for each of the years in the two-year period ended September 30, 2016 of Vertical Capital Income Fund were audited by other auditors whose report thereon dated March 21, 2017, expressed an unqualified opinion on those statements . The accompanying financials highlights for each of the years in the two-year period ended September 30, 2014 of Vertical Capital Income Fund were audited by other auditors whose report .thereon dated November 28, 2014, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements arc free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2017, by correspondence with the custodian. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vertical Capital Income Fund as of September 30, 2017, and the results of its operations, changes in net assets, cash flows, and the financial highlights for the year ended September 30, 2017 in conformity with accounting principles generally accepted in the United States of America.

(-s- Grant Thornton LLP)

Dallas, Texas
November 29, 2017

Grant Thornton LLP
U.S. member firm of Grant Thornton International Ltd

Vertical Capital Income Fund

Supplemental Information (Continued)

September 30, 2017 (Unaudited)

Independent Trustees

Name, Address and Age (Year of Birth)	Position/Term of Office*	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee**	Other Directorships held by Trustee
Robert J. Boulware 1956	Trustee since August 2011	Managing Director, Pilgrim Funds, LLC (private equity fund), Sept. 2006 to present.	1	Trustee, Met Investors Series Trust (55 portfolios), March 2008 to present; Trustee, Metropolitan Series Fund (33 portfolios), April 2012 to present; Director, Gainsco Inc. (auto insurance) May 2005 to present; SharesPost 100 Fund, March 2013 to present.
Mark J. Schlafly 1961	Trustee since August 2011	Executive Vice President , Waddell & Reed, Inc. (financial services firm), May 2016 to present; Staff Member, Weston Center, Washington University, August 2011 to present; Managing Director, Russell Investments, June 2013 to Jan. 2015; President and Chief Executive Officer, FSC Securities Corporation, July 2008 to April 2011; Senior Vice President, LPL Financial Corporation, July 2006 to July 2008.	1	None
T. Neil Bathon 1961	Trustee since August 2011	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.	1	BNY Mellon Charitable Gift Fund, June 2013 to present.

Vertical Capital Income Fund

Supplemental Information (Continued)

September 30, 2017 (Unaudited)

Interested Trustee, Officers

Name, Address and Age (Year of Birth)	Position/Term of Office*	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships held by Trustee During Last 5 Years
Robert J. Chapman *** 1947	Trustee, since August 2015	Executive Vice President, Oakline Advisors, LLC (investment adviser), a position held since July 2015. Executive Vice President, Stratera Holdings, LLC (financial services holding company) a position held since 2007.	1	None
Michael D. Cohen 1974	President, since July 2015	Chief Executive Officer Stratera Holdings, LLC, (financial services holding company), a position held since October 2016, President of Stratera Holdings, LLC, a position held since April 2015; Executive Vice President, Jan. 2013 to Apr. 2015. President of Stratera Services, LLC, Apr. 2015 to present; Executive Vice President, Jan. 2011 to Apr. 2015. Similar positions held at subsidiaries of Stratera Holdings. Executive Vice President of Pathway Energy Infrastructure Management, LLC, Aug. 2014 to present. Director, Behringer Harvard Opportunity REIT I, Inc., July 2014 to present. Director, Behringer Harvard Opportunity REIT II, Inc., Feb. 2013 to Sept. 2017. Executive Vice President, Pathway Energy Infrastructure Fund, LLC, Feb 2013 to present. Executive Vice President of Priority Senior Secured Income Management, LLC, Oct. 2012 to present. Executive Vice President of Priority Income Fund, Inc., July 2012 to present.	n/a	n/a

Vertical Capital Income Fund

Supplemental Information (Continued)

September 30, 2017 (Unaudited)

S. Jason Hall 1966	Treasurer since July 2015	Senior VP, Chief Financial Officer, Chief Accounting Officer and Treasurer, Behringer Harvard Opportunity REIT II Inc., positions held from Oct. 2014 to June 2017;Senior VP, Chief Accounting Officer, Treasurer, Sept. 2013 to Oct. 2014;Treasurer, Director of Financial Reporting, Senior Fund Controller, Jan 2012 to Sept. 2013, Director of Financial Reporting, Senior Fund Controller, Statera Holdings, LLC (financial services holding company), Jan. 2011 to Dec. 2011; Director of Financial Reporting, Jan. 2010 to Dec. 2010;SEC Reporting Manager, Jan. 2005 to Dec. 2010.	n/a	n/a
Stanton P. Eigenbrodt 1965	Secretary since July 2015	Executive Vice President of Oakline Advisors, a position held since July 2015. Chief Legal Officer of Stratera Holdings, LLC (financial services holding company) a position held since Sept. 2015; Executive Vice President and General Counsel (2011-2015); Senior Vice President and General Counsel (2006-2011). Similar positions held at subsidiaries of Stratera Holdings, LLC.	n/a	n/a
Emile R. Molineaux 1962	Chief Compliance Officer and Anti- Money Laundering Officer since August 2011	Northern Lights Compliance Services, LLC (Secretary since 2003 and Senior Compliance Officer since 2011); General Counsel, CCO and Senior Vice President, Gemini Fund Services, LLC; Secretary and CCO, Northern Lights Compliance Services, LLC (2003-2011).	n/a	n/a

The term of office for each Trustee listed above will continue indefinitely and officers listed above serve subject to annual reappointment.

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

***

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

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
Oakline Advisors, LLC
14675 Dallas Parkway, Suite 600
Dallas, Texas 75254

Administrator
Gemini Fund Services, LLC
80 Arkay Drive
Hauppauge, NY 11788

Item 2. Code of Ethics.

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

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

(1)

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

(2)

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

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

(4)

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

(5) Accountability for adherence to the code.

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

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services

(a)

Audit Fees

	Registrant	Advisor
FYE 09/30/17	$150,250	N/A
FYE 09/30/16	$130,193	N/A

(b)

Audit-Related Fees

	Registrant	Advisor
FYE 09/30/17	$0	N/A
FYE 09/30/16	$0	N/A

(c)

Tax Fees

	Registrant	Advisor
FYE 09/30/17	$0	N/A
FYE 09/30/16	$0	N/A

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

(d)

All Other Fees

	Registrant	Advisor
FYE 09/30/17	$0	N/A
FYE 09/30/16	$0	N/A

(e)

(1) Audit Committee’s Pre-Approval Policies

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

(2)

Percentages of Services Approved by the Audit Committee

	Registrant	Advisor

Audit-Related Fees:	N/A	N/A
Tax Fees:	N/A	N/A
All Other Fees:	N/A	N/A

(f)

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

(g)

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

	Registrant	Advisor
FYE 09/30/2017	$0	N/A
FYE 09/30/2016	$0	N/A

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

Item 5. Audit Committee of Listed Companies. Not applicable.

Item 6. Schedule of Investments. See Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.

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

In order to fulfill its responsibilities under the Act, 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:

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

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

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

Corporate Structure

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

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

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

Shareholder Rights Plans

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

SUMMARY OF PROXY VOTING PROCEDURES

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

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

Proxy Voting Procedure

1) Notices received are reviewed by the Compliance Department;

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

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

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

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

CLIENT INFORMATION

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

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

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

As of September 30, 2017, Mr. Chapman, Chairman of the Board and Executive Vice President of the Adviser, and Mr. David Aisner, Executive Vice President of the Adviser, are the Fund's co-portfolio managers. Each share primary responsibility for management of the Fund's investment portfolio and have served the Fund in this capacity since July 6, 2015. Mr. Chapman and Mr. Chase are not compensated through their share of the profits, if any, of the Adviser. Because the portfolio managers may manage assets for other pooled investment vehicles and/or other accounts (including institutional clients, pension plans and certain high net worth individuals) (collectively "Client Accounts"), or may be affiliated with such Client Accounts, there may be an incentive to favor one Client Account over another, resulting in conflicts of interest. For example, the Adviser may, directly or indirectly, receive fees from Client Accounts that are higher than the fee it receives from the Fund, or it may, directly or indirectly, receive a performance-based fee on a Client Account. In those instances, a portfolio manager may have an incentive to not favor the Fund over the Client Accounts. The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest. As September 30, 2017, Mr. Chapman and Mr. Aisner owned no shares of the Fund.

As of September 30, 2017, Mr. Chapman was responsible for the management of the following types of accounts in addition to the Fund:

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

As of September 30, 2017, Mr. Aisner was responsible for the management of the following types of accounts in addition to the Fund:

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

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable.

Item 10. Submission of Matters to a Vote of Security Holder. None.

Item 11. Controls and Procedures.

(a) Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report (in the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Code of Ethics filed herewith.

(a)(2) Certification(s) required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

(a)(3) Not applicable.

(b) Certification(s) required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Vertical Capital Income Fund

By (Signature and Title)

* /s/ Michael D. Cohen

Michael D. Cohen, Principal Executive Officer/President

Date 12/1/17

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

By (Signature and Title)

* /s/ Michael D. Cohen

Michael D. Cohen, Principal Executive Officer/President

Date 12/1/17

By (Signature and Title)

* /s/ S. Jason Hall

S. Jason Hall, Principal Financial Officer/Treasurer

Date 12/1/17

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

Blu Giant, LLC

Exhibit 99.CERT

CERTIFICATIONS

I, Michael D. Cohen, certify that:

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

2. 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;

3. 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;

4. 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:

a) 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;

b) 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;

c) 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;

d) 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

5. 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):

a) 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

b) 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: 12/1/17	/s/ Michael D. Cohen
	Michael D. Cohen,
	Principal Executive Officer/President

I, S. Jason Hall, certify that:

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

b) 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: 12/1/17	/s/ S. Jason Hall
	S. Jason Hall,
	Principal Financial Officer/Treasurer

Blu Giant, LLC

EX-99.906CERT

certification

Michael D. Cohen, Principal Executive Officer/President, and S. Jason Hall, Principal Financial Officer/Treasurer of the Vertical Capital Income Fund (the “Registrant”), each certify to the best of his or her knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended September 30, 2017 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

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

Principal Executive Officer/President	Principal Financial Officer/Treasurer
Vertical Capital Income Fund	Vertical Capital Income Fund


/s/ Michael D. Cohen	/s/ S. Jason Hall
Michael D. Cohen	S. Jason Hall

Date: 12/1/17	Date: 12/1/17

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.

Blu Giant, 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.