SEC Filing | Carlyle Credit Income Fund

View:

united states
securities and exchange commission
washington, d.c. 20549

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number 811-22554

Vertical Capital Income Fund

(Exact name of registrant as specified in charter)

225 Pictoria Drive, Suite 450, Cincinnati, OH 45246

(Address of principal executive offices) (Zip code)

Richard Malinowski, Gemini Fund Services, LLC

80 Arkay Drive, Hauppauge, NY 11788

(Name and address of agent for service)

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

Date of fiscal year end: 9/30

Date of reporting period: 9/30/20

Item 1. Reports to Stockholders.











		Vertical Capital Income Fund


		VCIF
		Cusip: 92535C104

		Annual Report
		September 30, 2020










		Investor Information: 1-866-277-VCIF


	This report and the financial statements contained herein are submitted for the general information of shareholders. Nothing contained herein is to be considered an offer of sale or solicitation of an offer to buy shares of the Vertical Capital Income Fund.

	Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website https://www.vertical-incomefund.com/, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

	If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically or to continue receiving paper copies of shareholder reports, which are available free of charge, by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by following the instructions included with paper Fund documents that have been mailed to you.

November 27, 2020

Dear Shareholder,

We are pleased to report to you the results of another year for the Vertical Capital Income Fund (the “Fund”). Consistent with our investment objective to seek income, the Fund made distributions from operations aggregating $0.33 per share for the fiscal year ended September 30, 2020. In addition, the Fund made a distribution of $0.19 per share in December 2019 as a result of net capital gains realized on loan sales and loan payoffs for the taxable year 2019. The Fund currently expects to make another similar distribution in December 2020 that is estimated at approximately $0.20 per share.

The Fund’s net asset value (“NAV)” per share was $12.71 at the beginning of the fiscal year and $12.05 per share at the end. In comparison, the Fund’s traded share price was $10.68 at the beginning of the fiscal year and $9.93 at the end, reflecting discounts to NAV of 16% and 18%. Management would like to see the discount narrow and is considering a number of actions to increase the Fund’s traded share price including changing its allocation to investments with higher yields and increasing the Fund’s monthly distributions.

For the year ended September 30, 2020 the Fund produced a total return, based on its traded share price, of -2.99% compared to one of its key benchmarks, the Bloomberg Barclays U.S. Mortgage Backed Securities Index, which reported a total return of 4.36%. (Please see the definition of the index that accompanies the performance table that immediately follows this letter.) The SEC Yield per share as of September 30, 2020 totaled 2.63%. In comparison the Fund produced a total return based on its NAV per share for the same twelve-month period of -1.09%. Since inception, the Fund has produced an annualized total return of 6.88% based on its NAV.

Update on Economic Outlook

A year ago, forecasters suggested the U.S. economy would grow by around 1.1% for calendar 2020 and 1.4% for 2021. The unemployment rate was around 4% and was expected to remain in that range for 2020 and 2021. When made forecasters obviously had no knowledge of the coming COVID-19 pandemic or its potential negative effects on the global economy.

In fact, the U.S. economy contracted by more than 30% in the second calendar quarter of 2020 and then rebounded in the third quarter, partly reflecting consumers’ pent up demand for goods and services aided by government stimulus checks and increased unemployment benefits. Forecasts now assume that the economy will grow slowly for the balance of the current calendar year with full year 2020 ending in the net -3.5% range and calendar year 2021 experiencing a positive three-plus percentage increase. The general assumption is that the global economy will not recover to pre-COVID levels until late 2021 or 2022.

Economic growth creates jobs and wage growth, and along with population growth and household formation, are important drivers that create demand for housing. Approximately two-thirds of all U.S. households own a home, and slightly more than 60% of those own their home subject to a mortgage loan. Normally weakness in the economy and the job market, which we have seen this year, would lead to weakness in the housing and mortgage markets. However, mortgage origination volume in 2020 is now expected to be the highest in more than 15 years. Pre-COVID total mortgage originations for calendar year 2020 were estimated at $1.7 trillion of which 25% was estimated to be re-financings. Total originations are now expected to be $3.1 trillion with 55% being re-financings.

This growth in mortgage activity is attributable to a number of factors. Probably the most significant is the intervention of the Federal Reserve. Upon news of the virus and concerns over the health of the economy, the Fed cut its benchmark short-term Fed Funds Rate to near zero and began purchasing more than $1 trillion of residential mortgage backed securities (“RMBS”) to provide liquidity to the banking system and to support the housing market.

Also, long-term treasury rates fell making housing purchases and re-financings more attractive. Expectations are that the Fed Funds Rate will remain where it is for two more years; and the interest rate on a typical 30-year mortgage loan, which is now close to 3%, will only increase slightly in 2021 and 2022. Another factor for the unexpected increase is that housing purchases are benefitting from both pent-up demand and from employees working at home, who now feel they need more space.

Fund Strategy

There is almost $16 trillion of U.S. residential mortgage debt outstanding, of which approximately $11 trillion is secured by one-to-four family residences. The balance is represented by mortgage debt on multi-family, non-farm/non-residential and farm proper ties. The Fund invests as a secondary market participant in the one-to-four family residential whole loan market only. This market historically boasts a deep roster of institutional participants, along with a diverse universe of sellers and reasons for sale. As such, we are comfortable that we will continue to see an adequate supply of investment opportunities.

The Fund generates monthly cash distributions from interest income earned on the Fund’s loan portfolio, net of the costs to operate. Costs include fees paid to third parties for loan servicing and custodial, valuation, audit and legal services, as well as fees to the advisor to manage the Fund. As noted above, the Fund made monthly distributions for the fiscal year of $0.33 per share.

The Fund also generates capital gains when it sells loans at a price that is excess of its adjusted cost basis or when loans originally purchased at a discount to their unpaid principal balance (“UPB”) pay off in full before maturity of the loan. Asset sales and loan payoffs can occur anytime throughout the year; however, the Fund has historically made a single distribution in December of each year in order to fully account for all net long-term and short -term capital gains and losses during its taxable period. Most of these distributions have been subject to lower long-term capital gain tax rates; thereby, increasing the after-tax yield to our shareholders. As noted above, the capital gain distribution during the fiscal year was $0.19 per share.

Combining both types of distributions, the Fund paid out $0.52 per share during the fiscal year, or approximately equivalent to a total annualized yield of 5.5%, assuming an average share price of about $10.

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

The Fund pursues investment opportunities in many types of residential mortgage whole loans. Some known as “Scratch and Dent” are “conforming” loans with typical original terms of 25 or 30 years that would have otherwise qualified for purchase by one of the Government Sponsored Enterprises (“GSEs”), like Fannie Mae or Freddie Mac, but were rejected for technical defects in the application or

documentation process. Others are non-qualified loans (“Non QM”), which do not meet the criteria for purchase or origination by a GSE. In addition, there are “Fix and Flip” loans, which typically have 12-24 month terms and “Rental and Bridge” loans which typically have 24-60 month terms Loans can be performing, re-performing (loans that were non-performing at one point and have now become performing), long-term, short-term, fixed rate or adjustable.

We again appreciate your support during the past fiscal year and look forward to working on your behalf in the next one.

Regards,

Robert J. Chapman

Chairman of the Board of Trustees and Portfolio Manager

Vertical Capital Income Fund

PORTFOLIO REVIEW

September 30, 2020

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

(LINE GRAPH)

The Fund’s performance figures for the period ended September 30, 2020, compared to its benchmark:

	One Year	Three Years	Five Years	Since Inception*
Vertical Capital Income Fund-NAV	(1.09)%	3.78%	5.80%	6.88%
Vertical Capital Income Fund-Market Price **	(2.99)%	N/A	N/A	5.09%
Bloomberg Barclays Capital Mortgage Backed Securities Index	4.36%	3.68%	2.98%	2.70%

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

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

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

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

PORTFOLIO COMPOSITION***

Mortgage Notes	99.6	%
Other Investments	0.40	%
	100.0	%

*** Based on Investments at Value as of September 30, 2020.

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES - 104.3%
$	111,925	Loan ID 200003	Fixed	7.250%	9/1/2035	$	100,738
	47,692	Loan ID 200012	ARM	9.800%	7/1/2037		44,180
	33,936	Loan ID 200016	ARM	10.375%	1/1/2031		33,936
	45,204	Loan ID 200018	Fixed	7.000%	1/1/2033		45,204
	96,524	Loan ID 200023	Fixed	5.875%	12/1/2050		89,674
	204,125	Loan ID 200026	Fixed	4.750%	1/1/2050		204,125
	227,818	Loan ID 200028	Fixed	4.875%	6/1/2050		227,818
	196,814	Loan ID 200029	Fixed	6.310%	7/1/2037		133,030
	314,738	Loan ID 200032	Fixed	3.130%	1/1/2051		204,580
	531,421	Loan ID 200035	Fixed	4.625%	11/1/2050		532,093
	146,657	Loan ID 200037	Fixed	7.800%	5/1/2035		147,143
	107,958	Loan ID 200041	Fixed	4.875%	8/1/2039		70,173
	37,761	Loan ID 200042	Fixed	7.000%	12/1/2037		37,761
	46,265	Loan ID 200043	Fixed	6.125%	7/1/2039		46,265
	48,131	Loan ID 200048	Fixed	5.500%	8/1/2039		48,131
	143,369	Loan ID 200052	Fixed	5.125%	5/1/2040		143,369
	50,596	Loan ID 200054	Fixed	8.250%	3/1/2039		50,758
	76,497	Loan ID 200055	Fixed	10.000%	1/5/2036		76,497
	30,075	Loan ID 200060	Fixed	5.750%	8/1/2039		30,075
	24,054	Loan ID 200065	ARM	8.375%	1/1/2037		11,759
	184,677	Loan ID 200075	Fixed	4.250%	2/1/2042		184,450
	157,871	Loan ID 200076	Fixed	4.250%	12/1/2041		87,397
	19,463	Loan ID 200078	Fixed	7.000%	8/1/2036		19,463
	132,440	Loan ID 200079	Fixed	5.000%	2/1/2059		61,272
	63,438	Loan ID 200082	Fixed	8.250%	4/1/2040		57,628
	171,651	Loan ID 200084	Fixed	7.000%	3/1/2039		150,731
	215,639	Loan ID 200087	Fixed	6.000%	3/1/2051		201,424
	113,851	Loan ID 200088	Fixed	7.000%	6/1/2039		99,934
	252,268	Loan ID 200089	Fixed	3.875%	3/1/2052		222,298
	269,900	Loan ID 200090	Fixed	4.500%	11/1/2036		185,947
	119,832	Loan ID 200093	Fixed	5.000%	2/1/2038		119,832
	69,152	Loan ID 200102	Fixed	8.250%	3/1/2040		68,230
	105,265	Loan ID 200110	Fixed	8.250%	8/1/2039		105,265
	67,712	Loan ID 200128	Fixed	4.710%	7/1/2037		60,216
	438,720	Loan ID 200129	Fixed	4.625%	3/1/2052		391,074
	23,759	Loan ID 200131	Fixed	3.875%	11/1/2027		23,478
	113,052	Loan ID 200135	Fixed	4.375%	12/1/2042		113,052
	116,170	Loan ID 200137	Fixed	4.500%	9/1/2042		116,170
	73,572	Loan ID 200141	Fixed	4.250%	2/1/2042		73,164
	116,653	Loan ID 200143	Fixed	3.000%	2/1/2037		111,232
	375,488	Loan ID 200145	Fixed	4.625%	8/1/2051		361,669
	92,321	Loan ID 200152	ARM	4.625%	9/1/2037		90,418
	141,395	Loan ID 200158	Fixed	3.625%	12/1/2042		138,731
	114,200	Loan ID 200160	Fixed	3.250%	2/1/2043		110,201
	201,688	Loan ID 200162	Fixed	3.875%	7/1/2042		199,342
	180,439	Loan ID 200165	Fixed	4.375%	12/1/2041		180,439
	96,137	Loan ID 200168	Fixed	3.750%	10/1/2042		94,441
	20,222	Loan ID 200169	Fixed	6.923%	9/1/2034		8,485
	82,839	Loan ID 200174	Fixed	7.340%	4/1/2037		82,839
	47,259	Loan ID 200175	Fixed	9.600%	5/1/2037		47,259

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	16,787	Loan ID 200177	Fixed	8.000%	1/11/2022	$	16,787
	105,148	Loan ID 200181	Fixed	7.500%	6/1/2041		105,148
	67,803	Loan ID 200184	Fixed	4.375%	12/1/2042		67,759
	26,136	Loan ID 200185	Fixed	5.375%	6/1/2042		26,136
	49,766	Loan ID 200186	Fixed	5.125%	8/1/2042		49,766
	303,770	Loan ID 200190	Fixed	3.625%	11/1/2042		298,088
	150,761	Loan ID 200194	Fixed	4.750%	9/1/2041		150,761
	237,641	Loan ID 200195	Fixed	3.875%	3/1/2042		234,933
	92,434	Loan ID 200196	Fixed	4.500%	1/1/2043		92,434
	37,815	Loan ID 200198	Fixed	5.250%	10/1/2042		37,815
	259,280	Loan ID 200199	Fixed	4.000%	9/1/2042		257,049
	224,242	Loan ID 200200	Fixed	3.875%	9/1/2042		221,358
	38,437	Loan ID 200201	Fixed	5.125%	8/1/2041		38,437
	20,385	Loan ID 200206	Fixed	3.990%	12/1/2042		20,151
	42,499	Loan ID 200208	Fixed	4.250%	1/1/2043		42,391
	173,340	Loan ID 200209	Fixed	3.875%	8/1/2042		171,372
	48,396	Loan ID 200214	Fixed	5.750%	7/1/2039		48,619
	104,844	Loan ID 200216	Fixed	5.750%	9/1/2039		104,844
	132,528	Loan ID 200217	Fixed	5.250%	7/1/2040		132,528
	67,748	Loan ID 200218	Fixed	4.250%	12/1/2041		67,610
	170,675	Loan ID 200224	Fixed	4.000%	7/1/2043		169,474
	75,008	Loan ID 200226	Fixed	5.250%	7/1/2041		75,008
	46,544	Loan ID 200228	Fixed	4.625%	8/1/2042		46,544
	62,443	Loan ID 200232	Fixed	3.875%	8/1/2042		61,773
	108,337	Loan ID 200243	Fixed	3.750%	4/1/2043		106,415
	24,264	Loan ID 200244	Fixed	5.000%	5/1/2042		24,264
	184,502	Loan ID 200245	Fixed	3.875%	3/1/2043		182,342
	83,200	Loan ID 200286	Fixed	4.500%	7/1/2043		83,200
	92,402	Loan ID 200287	Fixed	4.375%	7/1/2043		92,402
	187,440	Loan ID 200296	Fixed	3.250%	2/1/2043		180,851
	112,625	Loan ID 200300	Fixed	8.400%	10/20/2037		112,625
	34,107	Loan ID 200313	Fixed	8.500%	3/1/2028		32,402
	271,586	Loan ID 200315	ARM	4.250%	6/1/2037		246,982
	61,541	Loan ID 200317	Fixed	7.000%	9/1/2032		61,828
	70,136	Loan ID 200326	Fixed	8.375%	10/1/2036		70,136
	240,423	Loan ID 200330	Fixed	7.000%	8/1/2037		96,945
	91,410	Loan ID 200332	Fixed	5.775%	10/1/2037		91,410
	85,586	Loan ID 200334	Fixed	7.000%	1/1/2033		85,586
	255,537	Loan ID 200335	Fixed	5.000%	11/1/2052		246,470
	43,698	Loan ID 200338	ARM	10.500%	8/1/2029		43,698
	128,366	Loan ID 200339	Fixed	2.000%	10/1/2033		116,515
	27,671	Loan ID 200340	Fixed	7.000%	3/1/2030		27,671
	55,479	Loan ID 200348	Fixed	6.500%	7/1/2038		55,479
	225,498	Loan ID 200349	Fixed	7.000%	1/1/2037		208,906
	64,948	Loan ID 200352	Fixed	7.000%	8/1/2030		64,948
	76,067	Loan ID 200358	Fixed	5.000%	4/1/2025		76,067
	61,956	Loan ID 200361	Fixed	7.500%	1/1/2034		61,956
	79,298	Loan ID 200366	Fixed	6.250%	3/1/2034		79,298
	155,366	Loan ID 200368	Fixed	4.500%	4/1/2036		100,988
	66,013	Loan ID 200374	ARM	7.125%	5/1/2034		62,713

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	174,408	Loan ID 200380	Fixed	4.220%	4/1/2049	$	164,615
	276,541	Loan ID 200384	Fixed	5.000%	11/1/2047		260,149
	135,222	Loan ID 200385	Fixed	8.250%	1/1/2040		135,222
	116,927	Loan ID 200389	Fixed	4.820%	8/1/2047		16,434
	188,620	Loan ID 200390	Fixed	4.780%	4/16/2047		169,019
	145,311	Loan ID 200391	Fixed	4.000%	1/13/2035		144,179
	60,692	Loan ID 200392	Fixed	10.000%	6/5/2034		60,692
	75,049	Loan ID 200395	Fixed	4.860%	4/1/2047		43,123
	67,166	Loan ID 200396	Fixed	10.000%	2/1/2036		67,166
	74,473	Loan ID 200397	ARM	3.125%	9/1/2037		73,312
	60,749	Loan ID 200399	Fixed	4.980%	6/1/2037		60,749
	42,064	Loan ID 200403	Fixed	8.300%	10/15/2032		42,064
	51,487	Loan ID 200404	Fixed	8.100%	5/1/2037		51,487
	85,363	Loan ID 200405	Fixed	4.870%	12/1/2035		85,363
	111,369	Loan ID 200406	Fixed	4.875%	10/1/2051		111,496
	218,741	Loan ID 200407	Fixed	6.500%	4/1/2042		218,741
	331,428	Loan ID 200409	Fixed	6.000%	2/1/2049		307,743
	97,296	Loan ID 200411	Fixed	8.275%	6/1/2037		97,296
	62,775	Loan ID 200417	Fixed	7.000%	5/1/2035		62,775
	147,010	Loan ID 200420	Fixed	4.225%	4/10/2038		145,763
	69,862	Loan ID 200421	Fixed	7.710%	8/1/2037		69,862
	119,095	Loan ID 200423	Fixed	4.500%	6/1/2043		119,095
	204,721	Loan ID 200430	Fixed	3.625%	7/1/2043		201,003
	268,246	Loan ID 200432	Fixed	4.875%	5/1/2043		268,246
	118,264	Loan ID 200433	Fixed	4.250%	8/1/2043		118,062
	190,434	Loan ID 200435	Fixed	4.625%	11/1/2052		190,434
	40,298	Loan ID 200439	Fixed	5.000%	8/1/2041		40,298
	133,572	Loan ID 200445	Fixed	5.250%	2/1/2039		133,572
	33,788	Loan ID 200447	Fixed	5.875%	11/4/2034		33,788
	73,938	Loan ID 200448	Fixed	5.750%	5/1/2042		68,584
	128,424	Loan ID 200449	Fixed	5.000%	2/1/2042		128,424
	326,078	Loan ID 200451	Fixed	6.250%	7/1/2038		326,078
	420	Loan ID 200453	ARM	6.000%	3/1/2026		399
	176,781	Loan ID 200460	Fixed	7.000%	7/1/2041		176,781
	363,167	Loan ID 200462	Fixed	6.000%	7/1/2045		339,331
	224,052	Loan ID 200465	Fixed	6.500%	7/1/2037		221,654
	101,915	Loan ID 200468	Fixed	5.625%	12/1/2044		16,895
	117,292	Loan ID 200469	Fixed	6.500%	7/1/2037		111,209
	264,552	Loan ID 200473	Fixed	4.000%	12/1/2042		234,092
	233,023	Loan ID 200474	Fixed	5.750%	11/1/2050		233,023
	183,388	Loan ID 200476	Fixed	6.000%	9/1/2050		183,388
	82,393	Loan ID 200482	Fixed	4.375%	11/1/2028		82,393
	77,399	Loan ID 200483	Fixed	4.375%	11/1/2028		77,399
	68,619	Loan ID 200485	Fixed	4.125%	2/1/2043		68,267
	224,374	Loan ID 200486	Fixed	3.500%	1/1/2043		219,362
	104,387	Loan ID 200489	Fixed	4.000%	3/1/2043		103,390
	184,944	Loan ID 200491	Fixed	5.500%	10/1/2039		120,213
	110,831	Loan ID 200492	Fixed	4.000%	1/1/2043		109,908
	256,192	Loan ID 200494	Fixed	4.625%	10/1/2043		256,192
	291,042	Loan ID 200497	Fixed	3.250%	4/1/2043		280,418

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	190,542	Loan ID 200500	Fixed	5.875%	2/1/2037	$	190,542
	337,708	Loan ID 200504	Fixed	3.375%	3/1/2043		327,135
	62,748	Loan ID 200507	Fixed	4.500%	9/1/2042		62,748
	305,040	Loan ID 200514	Fixed	3.000%	4/1/2047		290,900
	92,946	Loan ID 200517	Fixed	8.000%	5/1/2039		93,270
	184,987	Loan ID 200518	Fixed	3.000%	12/1/2050		176,354
	292,589	Loan ID 200519	Fixed	3.000%	11/1/2049		279,453
	102,896	Loan ID 200527	Fixed	4.500%	12/1/2043		102,896
	365,092	Loan ID 200529	Fixed	4.625%	2/1/2044		365,092
	161,210	Loan ID 200531	Fixed	4.625%	11/1/2043		161,210
	98,632	Loan ID 200532	Fixed	3.250%	7/1/2043		95,074
	53,900	Loan ID 200537	Fixed	4.500%	3/1/2042		53,900
	76,663	Loan ID 200540	Fixed	3.875%	2/1/2043		75,768
	41,869	Loan ID 200545	Fixed	4.375%	2/1/2029		41,869
	113,588	Loan ID 200546	Fixed	5.375%	12/1/2043		113,588
	149,581	Loan ID 200548	Fixed	5.250%	2/1/2044		151,442
	124,597	Loan ID 200564	Fixed	4.875%	5/1/2039		124,597
	119,619	Loan ID 200567	Fixed	3.375%	5/1/2043		115,965
	86,519	Loan ID 200573	Fixed	3.750%	9/1/2042		85,086
	120,937	Loan ID 200574	Fixed	4.875%	1/1/2044		120,937
	167,933	Loan ID 200578	Fixed	4.750%	8/1/2040		167,933
	44,152	Loan ID 200579	Fixed	4.875%	5/1/2042		17,362
	156,417	Loan ID 200580	Fixed	4.125%	11/1/2041		155,760
	47,717	Loan ID 200583	Fixed	3.625%	9/1/2027		46,788
	296,976	Loan ID 200586	Fixed	3.500%	1/1/2043		289,781
	228,316	Loan ID 200588	Fixed	3.750%	5/1/2042		224,966
	60,714	Loan ID 200593	Fixed	3.875%	6/1/2042		60,005
	208,650	Loan ID 200594	Fixed	4.250%	4/1/2043		208,438
	35,230	Loan ID 200597	Fixed	5.625%	2/1/2044		35,230
	167,979	Loan ID 200602	Fixed	3.750%	3/1/2043		165,388
	66,626	Loan ID 200604	Fixed	3.500%	1/1/2043		65,012
	137,173	Loan ID 200605	Fixed	4.875%	12/1/2043		137,173
	115,200	Loan ID 200612	Fixed	4.500%	2/1/2043		115,200
	185,524	Loan ID 200613	Fixed	3.369%	1/1/2043		180,192
	93,705	Loan ID 200615	Fixed	4.250%	8/1/2043		93,527
	315,150	Loan ID 200616	Fixed	4.875%	2/1/2044		315,150
	208,987	Loan ID 200620	Fixed	4.250%	10/1/2043		208,571
	120,074	Loan ID 200621	Fixed	3.625%	1/1/2043		117,433
	120,500	Loan ID 200627	Fixed	4.250%	10/1/2043		120,224
	153,322	Loan ID 200630	Fixed	5.250%	9/1/2043		153,322
	320,713	Loan ID 200632	Fixed	5.250%	5/1/2044		320,713
	209,758	Loan ID 200633	Fixed	5.125%	5/1/2044		209,758
	212,189	Loan ID 200634	Fixed	4.375%	1/1/2044		212,189
	135,151	Loan ID 200642	Fixed	5.000%	3/1/2044		135,151
	109,446	Loan ID 200645	Fixed	5.000%	4/1/2044		109,446
	130,133	Loan ID 200649	Fixed	4.375%	3/1/2044		130,420
	120,303	Loan ID 200650	Fixed	4.875%	5/1/2044		120,303
	210,937	Loan ID 200651	Fixed	3.625%	7/1/2043		206,557
	127,218	Loan ID 200655	Fixed	3.375%	5/1/2043		123,485
	143,358	Loan ID 200656	Fixed	6.875%	7/1/2037		109,267

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	138,926	Loan ID 200657	Fixed	4.875%	8/1/2051	$	138,926
	163,797	Loan ID 200660	Fixed	5.875%	3/1/2038		163,797
	194,878	Loan ID 200662	Fixed	5.000%	3/1/2044		194,878
	63,937	Loan ID 200663	Fixed	4.750%	5/1/2044		63,937
	144,585	Loan ID 200669	Fixed	5.250%	4/1/2044		144,585
	46,856	Loan ID 200670	Fixed	4.375%	2/1/2029		46,856
	219,056	Loan ID 200671	Fixed	4.625%	8/1/2043		219,056
	142,498	Loan ID 200672	Fixed	3.750%	7/1/2043		140,091
	286,235	Loan ID 200674	Fixed	4.500%	5/1/2044		286,794
	87,032	Loan ID 200677	Fixed	3.625%	5/1/2028		85,301
	426,856	Loan ID 200678	Fixed	4.375%	2/1/2044		426,856
	236,754	Loan ID 200679	Fixed	5.000%	4/1/2044		211,472
	176,103	Loan ID 200682	Fixed	4.875%	5/1/2044		176,103
	117,361	Loan ID 200684	Fixed	4.875%	4/1/2044		117,361
	213,449	Loan ID 200685	Fixed	4.875%	5/1/2044		213,449
	206,558	Loan ID 200690	Fixed	4.250%	4/1/2044		206,389
	226,245	Loan ID 200692	Fixed	4.625%	7/1/2044		226,245
	98,636	Loan ID 200694	Fixed	4.500%	9/1/2043		98,636
	43,541	Loan ID 200696	Fixed	3.750%	10/1/2042		42,902
	82,850	Loan ID 200700	Fixed	4.250%	2/1/2044		82,717
	158,743	Loan ID 200701	Fixed	4.750%	6/1/2044		142,842
	88,899	Loan ID 200704	Fixed	4.375%	3/1/2043		88,782
	121,174	Loan ID 200708	Fixed	4.875%	2/1/2044		121,174
	46,979	Loan ID 200709	Fixed	4.375%	4/1/2043		46,979
	106,366	Loan ID 200710	Fixed	4.500%	7/1/2044		106,366
	569,039	Loan ID 200714	Fixed	4.175%	11/1/2036		531,504
	192,284	Loan ID 200716	ARM	4.020%	8/1/2037		170,098
	130,284	Loan ID 200720	ARM	4.500%	4/1/2042		122,425
	144,428	Loan ID 200726	Fixed	4.375%	9/1/2037		74,351
	147,758	Loan ID 200727	Fixed	3.500%	7/1/2037		144,432
	185,024	Loan ID 200732	Fixed	4.125%	9/1/2027		184,196
	210,301	Loan ID 200733	Fixed	3.750%	12/1/2042		207,086
	93,583	Loan ID 200735	Fixed	4.500%	6/1/2044		93,583
	134,380	Loan ID 200736	Fixed	4.750%	5/1/2044		127,220
	163,026	Loan ID 200742	Fixed	4.250%	4/1/2043		162,373
	175,564	Loan ID 200744	Fixed	3.625%	6/1/2043		172,002
	418,085	Loan ID 200748	Fixed	4.750%	12/1/2043		418,085
	55,709	Loan ID 200753	Fixed	5.250%	5/1/2044		55,709
	49,945	Loan ID 200755	Fixed	4.250%	6/1/2043		49,883
	172,922	Loan ID 200756	Fixed	4.875%	11/1/2043		172,922
	114,250	Loan ID 200759	Fixed	3.750%	6/1/2043		112,577
	273,708	Loan ID 200762	Fixed	3.875%	5/1/2042		270,737
	163,626	Loan ID 200771	Fixed	4.500%	4/1/2043		148,879
	224,829	Loan ID 200772	Fixed	3.750%	3/1/2043		221,480
	187,949	Loan ID 200774	Fixed	3.875%	7/1/2043		185,824
	41,095	Loan ID 200775	Fixed	4.250%	4/1/2043		40,970
	75,015	Loan ID 200776	Fixed	4.250%	3/1/2044		74,866
	49,965	Loan ID 200777	Fixed	4.750%	6/1/2044		49,768
	156,279	Loan ID 200781	Fixed	4.625%	9/1/2044		156,279

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	131,014	Loan ID 200783	Fixed	4.750%	9/1/2044	$	131,014
	104,006	Loan ID 200785	Fixed	4.500%	8/1/2044		104,006
	210,831	Loan ID 200786	Fixed	4.625%	7/1/2044		210,831
	40,307	Loan ID 200787	Fixed	4.750%	9/1/2044		40,307
	119,536	Loan ID 200789	Fixed	3.750%	9/1/2044		117,687
	189,112	Loan ID 200791	Fixed	4.875%	6/1/2044		189,112
	84,820	Loan ID 200795	Fixed	6.750%	8/1/2036		84,820
	68,822	Loan ID 200796	Fixed	5.880%	12/1/2053		25,358
	56,620	Loan ID 200799	Fixed	4.000%	2/5/2053		55,343
	61,850	Loan ID 200800	Fixed	4.000%	1/1/2053		61,016
	148,258	Loan ID 200805	Fixed	4.625%	7/1/2050		136,871
	154,444	Loan ID 200806	Fixed	5.000%	8/1/2049		145,240
	54,802	Loan ID 200808	Fixed	4.250%	11/1/2050		45,773
	113,127	Loan ID 200809	Fixed	5.000%	4/1/2050		94,493
	225,728	Loan ID 200814	Fixed	8.250%	7/1/2039		225,728
	273,889	Loan ID 200817	Fixed	5.000%	1/1/2050		251,936
	193,851	Loan ID 200821	Fixed	4.250%	8/1/2044		193,682
	75,218	Loan ID 200823	Fixed	4.250%	9/1/2044		75,146
	205,809	Loan ID 200824	Fixed	4.250%	8/1/2044		204,941
	98,289	Loan ID 200826	Fixed	4.375%	9/1/2044		98,194
	186,258	Loan ID 200829	Fixed	4.375%	7/1/2043		186,258
	183,770	Loan ID 200830	ARM	1.875%	7/1/2044		181,613
	47,353	Loan ID 200831	Fixed	4.250%	10/1/2044		47,177
	314,487	Loan ID 200832	Fixed	4.250%	10/1/2044		313,486
	147,798	Loan ID 200834	Fixed	4.125%	7/1/2043		147,107
	304,982	Loan ID 200835	Fixed	5.000%	8/1/2043		304,982
	214,925	Loan ID 200839	Fixed	5.000%	5/1/2044		214,925
	275,103	Loan ID 200844	Fixed	4.500%	7/1/2043		275,103
	187,506	Loan ID 200846	Fixed	4.375%	11/1/2043		187,506
	170,329	Loan ID 200847	Fixed	4.750%	10/1/2044		170,329
	99,163	Loan ID 200853	Fixed	5.000%	4/1/2037		99,163
	177,608	Loan ID 200856	Fixed	6.500%	6/1/2042		155,777
	251,488	Loan ID 200858	Fixed	5.000%	1/1/2053		251,488
	157,707	Loan ID 200860	Fixed	3.875%	3/1/2052		145,693
	402,308	Loan ID 200861	Fixed	4.000%	6/1/2054		281,755
	235,879	Loan ID 200863	Fixed	3.380%	7/1/2052		229,024
	248,971	Loan ID 200866	Fixed	3.400%	5/1/2053		242,279
	107,201	Loan ID 200867	Fixed	4.580%	9/1/2053		107,201
	191,159	Loan ID 200873	Fixed	5.525%	11/1/2053		142,806
	175,351	Loan ID 200880	Fixed	4.250%	6/1/2043		175,073
	60,431	Loan ID 200883	Fixed	3.375%	5/1/2028		58,563
	79,350	Loan ID 200886	Fixed	4.250%	10/1/2044		79,180
	235,519	Loan ID 200887	Fixed	4.750%	9/1/2044		235,519
	192,307	Loan ID 200891	Fixed	4.250%	10/1/2044		174,029
	231,265	Loan ID 200892	Fixed	3.750%	9/1/2043		227,316
	206,307	Loan ID 200895	Fixed	3.875%	11/1/2043		204,043
	180,132	Loan ID 200897	Fixed	4.750%	10/1/2044		180,497
	361,754	Loan ID 200907	ARM	4.070%	8/1/2047		346,850
	99,782	Loan ID 200908	Fixed	4.000%	6/1/2049		99,117
	120,176	Loan ID 200909	Fixed	4.870%	4/1/2047		106,456

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	659,518	Loan ID 200912	Fixed	4.500%	3/1/2037	$	659,518
	55,688	Loan ID 200913	Fixed	4.250%	5/1/2047		51,909
	138,847	Loan ID 200914	Fixed	2.875%	12/1/2047		132,056
	83,594	Loan ID 200916	Fixed	4.000%	10/1/2037		82,317
	152,316	Loan ID 200917	Fixed	4.875%	1/1/2051		152,316
	86,648	Loan ID 200921	ARM	4.625%	7/1/2051		85,746
	402,194	Loan ID 200922	Fixed	3.340%	9/1/2053		396,826
	490,512	Loan ID 200924	Fixed	5.500%	9/1/2051		490,512
	287,300	Loan ID 200927	Fixed	3.000%	8/1/2038		274,954
	111,037	Loan ID 200928	Fixed	4.800%	12/1/2036		102,920
	280,067	Loan ID 200933	Fixed	4.250%	3/1/2043		182,043
	182,244	Loan ID 200940	Fixed	3.250%	2/1/2043		175,572
	105,119	Loan ID 200941	Fixed	3.780%	1/1/2043		103,474
	254,144	Loan ID 200942	Fixed	4.000%	4/1/2043		252,133
	97,051	Loan ID 200944	Fixed	4.500%	2/1/2044		97,051
	266,843	Loan ID 200947	Fixed	4.000%	2/1/2043		264,591
	122,527	Loan ID 200948	Fixed	4.625%	12/1/2042		112,203
	258,273	Loan ID 200949	Fixed	3.875%	4/1/2043		255,372
	168,069	Loan ID 200952	Fixed	3.875%	1/1/2043		166,111
	107,915	Loan ID 200953	Fixed	3.750%	12/1/2042		106,140
	299,893	Loan ID 200955	Fixed	3.250%	5/1/2043		289,308
	252,394	Loan ID 200956	Fixed	5.000%	8/1/2051		252,394
	386,531	Loan ID 200959	Fixed	4.000%	11/1/2042		383,615
	323,711	Loan ID 200960	Fixed	3.500%	1/1/2043		317,417
	190,339	Loan ID 200962	Fixed	4.250%	10/1/2044		189,978
	327,179	Loan ID 200964	Fixed	3.750%	7/1/2043		322,165
	136,891	Loan ID 200966	Fixed	4.875%	7/1/2044		136,891
	89,844	Loan ID 200968	Fixed	4.250%	11/1/2044		47,604
	339,261	Loan ID 200969	Fixed	4.875%	8/1/2043		339,261
	144,020	Loan ID 200974	Fixed	4.250%	10/1/2044		143,958
	331,141	Loan ID 200977	Fixed	4.875%	9/1/2044		331,141
	185,979	Loan ID 200983	Fixed	4.375%	8/1/2044		185,979
	107,413	Loan ID 200987	Fixed	4.625%	10/1/2044		107,413
	156,312	Loan ID 200993	Fixed	2.004%	7/15/2049		139,238
	52,471	Loan ID 200996	Fixed	2.500%	8/1/2048		43,483
	347,365	Loan ID 200998	Fixed	3.875%	12/1/2050		341,179
	120,430	Loan ID 201005	Fixed	4.750%	7/1/2041		120,430
	39,996	Loan ID 201006	Fixed	6.875%	3/1/2038		39,996
	83,521	Loan ID 201007	Fixed	7.125%	4/1/2037		83,521
	73,872	Loan ID 201010	Fixed	5.500%	4/1/2039		73,872
	43,311	Loan ID 201012	Fixed	7.500%	12/1/2038		43,311
	52,641	Loan ID 201013	Fixed	7.500%	12/1/2038		46,802
	98,102	Loan ID 201016	Fixed	6.500%	2/1/2036		87,204
	66,618	Loan ID 201022	ARM	2.500%	5/1/2037		55,214
	129,293	Loan ID 201023	Fixed	6.450%	2/1/2036		122,456
	101,039	Loan ID 201027	ARM	9.538%	3/1/2037		101,039
	96,611	Loan ID 201030	Fixed	5.000%	7/1/2042		96,611
	133,385	Loan ID 201032	Fixed	4.500%	11/1/2044		110,715
	267,962	Loan ID 201033	Fixed	4.125%	12/1/2044		266,903
	81,659	Loan ID 201036	Fixed	4.375%	12/1/2044		81,659

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	65,155	Loan ID 201037	Fixed	8.250%	7/1/2039	$	65,155
	87,029	Loan ID 201041	Fixed	3.750%	11/1/2052		85,187
	106,513	Loan ID 201043	Fixed	4.000%	4/1/2039		104,047
	163,850	Loan ID 201044	Fixed	4.870%	3/29/2037		163,850
	99,877	Loan ID 201045	Fixed	3.375%	7/1/2037		93,389
	276,448	Loan ID 201046	Fixed	3.000%	10/1/2058		115,341
	104,254	Loan ID 201047	Fixed	3.625%	4/1/2053		100,908
	62,680	Loan ID 201053	Fixed	3.860%	7/1/2053		61,976
	198,649	Loan ID 201054	Fixed	2.400%	5/17/2050		179,914
	559,857	Loan ID 201056	Fixed	4.000%	7/1/2054		493,710
	157,029	Loan ID 201057	Fixed	4.000%	1/1/2050		134,875
	117,709	Loan ID 201058	Fixed	4.250%	8/1/2037		117,624
	98,259	Loan ID 201060	ARM	3.000%	7/1/2035		81,461
	83,594	Loan ID 201061	Fixed	5.000%	2/1/2050		76,950
	111,252	Loan ID 201062	Fixed	3.100%	4/1/2047		106,945
	117,385	Loan ID 201063	Fixed	4.000%	9/1/2047		110,370
	218,023	Loan ID 201066	Fixed	4.250%	12/1/2046		217,884
	409,192	Loan ID 201067	Fixed	4.750%	1/1/2044		409,192
	64,010	Loan ID 201069	Fixed	4.625%	12/1/2044		64,010
	81,477	Loan ID 201072	Fixed	3.500%	3/1/2028		79,577
	89,485	Loan ID 201075	Fixed	4.375%	10/1/2044		89,485
	214,175	Loan ID 201084	Fixed	5.000%	8/1/2038		197,655
	148,447	Loan ID 201091	Fixed	4.125%	1/1/2045		146,702
	236,993	Loan ID 201092	Fixed	5.250%	4/1/2046		236,993
	132,227	Loan ID 201093	Fixed	4.125%	2/1/2045		93,095
	134,594	Loan ID 201094	Fixed	4.550%	3/1/2044		134,594
	327,938	Loan ID 201101	Fixed	4.625%	3/1/2045		327,938
	141,584	Loan ID 201103	ARM	3.750%	5/1/2044		141,584
	150,461	Loan ID 201104	Fixed	4.375%	4/1/2045		150,201
	70,034	Loan ID 201107	Fixed	5.150%	2/1/2036		70,034
	474,886	Loan ID 201110	ARM	4.375%	4/1/2037		369,894
	156,134	Loan ID 201111	Fixed	4.875%	4/1/2050		137,344
	224,335	Loan ID 201112	Fixed	4.750%	8/1/2037		213,110
	76,337	Loan ID 201113	Fixed	5.750%	12/1/2052		71,844
	115,923	Loan ID 201114	Fixed	8.087%	5/1/2054		115,923
	483,120	Loan ID 201115	Fixed	4.000%	2/1/2051		480,296
	81,650	Loan ID 201121	Fixed	4.125%	10/1/2037		79,681
	81,457	Loan ID 201122	Fixed	4.750%	11/1/2048		81,457
	222,591	Loan ID 201124	Fixed	4.750%	4/1/2040		222,591
	73,018	Loan ID 201127	ARM	3.500%	4/1/2037		63,625
	109,049	Loan ID 201130	Fixed	4.850%	12/1/2037		109,373
	114,748	Loan ID 201131	Fixed	8.250%	5/1/2053		114,748
	163,723	Loan ID 201132	Fixed	4.250%	7/1/2037		156,271
	189,508	Loan ID 201134	Fixed	4.000%	10/1/2053		182,129
	168,434	Loan ID 201139	Fixed	3.000%	11/1/2053		160,481
	80,803	Loan ID 201143	Fixed	3.500%	11/1/2037		76,226
	126,252	Loan ID 201146	Fixed	4.875%	8/1/2054		119,285
	105,000	Loan ID 201147	Fixed	4.125%	11/1/2051		101,735
	88,589	Loan ID 201148	Fixed	3.950%	10/1/2042		87,893
	312,518	Loan ID 201149	Fixed	5.000%	5/1/2058		55,891

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	89,775	Loan ID 201155	Fixed	4.000%	11/1/2053	$	59,038
	61,369	Loan ID 201156	Fixed	5.000%	4/1/2050		57,871
	278,363	Loan ID 201157	Fixed	4.000%	3/1/2055		276,434
	195,568	Loan ID 201160	Fixed	4.920%	10/1/2049		174,091
	367,205	Loan ID 201163	Fixed	4.750%	12/1/2049		311,792
	158,820	Loan ID 201164	Fixed	4.250%	11/1/2051		158,746
	414,330	Loan ID 201168	Fixed	3.875%	4/1/2052		398,725
	96,863	Loan ID 201169	Fixed	5.934%	9/1/2037		94,392
	58,554	Loan ID 201170	Fixed	4.375%	7/1/2037		58,554
	103,328	Loan ID 201173	Fixed	4.280%	11/1/2047		79,156
	137,881	Loan ID 201174	Fixed	4.750%	1/1/2053		137,881
	129,147	Loan ID 201176	Fixed	4.250%	7/1/2053		129,035
	292,271	Loan ID 201179	Fixed	4.750%	5/1/2051		275,853
	268,934	Loan ID 201181	Fixed	4.500%	4/1/2034		251,504
	126,922	Loan ID 201183	Fixed	3.500%	10/1/2052		123,148
	59,889	Loan ID 201184	Fixed	4.000%	6/1/2049		59,499
	247,703	Loan ID 201185	Fixed	7.250%	10/1/2053		247,703
	77,143	Loan ID 201187	Fixed	5.000%	11/1/2048		60,055
	593,102	Loan ID 201196	Fixed	4.000%	11/1/2036		412,695
	316,853	Loan ID 201199	Fixed	5.125%	11/1/2046		316,853
	138,810	Loan ID 201205	Fixed	4.625%	1/1/2045		138,810
	121,783	Loan ID 201206	Fixed	3.990%	4/1/2045		120,793
	401,754	Loan ID 201207	Fixed	4.625%	8/1/2051		401,754
	108,090	Loan ID 201208	Fixed	4.625%	4/1/2045		108,090
	168,279	Loan ID 201209	Fixed	4.250%	4/1/2045		168,087
	358,524	Loan ID 201212	Fixed	4.625%	10/1/2058		318,593
	185,824	Loan ID 201213	Fixed	4.875%	8/1/2044		185,824
	512,276	Loan ID 201214	ARM	3.750%	9/1/2043		285,451
	117,627	Loan ID 201218	Fixed	4.125%	1/1/2045		116,334
	58,906	Loan ID 201221	Fixed	3.250%	5/1/2043		58,602
	45,613	Loan ID 201222	Fixed	5.125%	1/1/2045		32,012
	171,749	Loan ID 201223	Fixed	3.875%	4/1/2030		171,749
	36,434	Loan ID 201229	Fixed	3.250%	7/1/2024		36,434
	242,417	Loan ID 201233	Fixed	4.500%	12/1/2044		242,295
	218,935	Loan ID 201237	Fixed	3.750%	5/1/2045		215,521
	148,003	Loan ID 201240	Fixed	4.250%	10/1/2045		145,233
	277,940	Loan ID 201241	Fixed	4.375%	7/1/2045		278,459
	213,179	Loan ID 201242	Fixed	4.625%	11/1/2044		213,179
	103,741	Loan ID 201243	Fixed	4.625%	11/1/2045		103,741
	376,764	Loan ID 201244	Fixed	4.500%	6/1/2045		376,735
	106,944	Loan ID 201245	Fixed	4.750%	8/1/2044		106,944
	94,860	Loan ID 201248	Fixed	4.875%	7/1/2044		94,860
	462,007	Loan ID 201249	Fixed	4.625%	3/1/2059		432,864
	195,085	Loan ID 201254	Fixed	7.250%	5/1/2060		195,085
	223,463	Loan ID 201255	ARM	7.625%	6/1/2035		224,147
	8,691	Loan ID 201256	ARM	10.500%	10/1/2021		8,691
	225,268	Loan ID 201257	Fixed	4.500%	5/1/2044		225,268
	85,499	Loan ID 201258	Fixed	4.500%	6/1/2045		78,930
	162,698	Loan ID 201260	Fixed	4.750%	9/1/2045		162,698
	47,315	Loan ID 201263	Fixed	4.750%	10/1/2045		46,937

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	338,482	Loan ID 201265	Fixed	4.750%	6/1/2045	$	338,482
	137,959	Loan ID 201266	Fixed	4.500%	2/1/2046		137,959
	141,825	Loan ID 201270	Fixed	4.125%	2/1/2045		141,334
	239,410	Loan ID 201271	Fixed	4.500%	6/1/2045		239,410
	228,000	Loan ID 201273	Fixed	4.500%	12/1/2045		228,000
	204,757	Loan ID 201274	Fixed	4.125%	10/1/2045		202,739
	351,134	Loan ID 201280	Fixed	4.500%	4/1/2046		228,237
	123,344	Loan ID 201282	Fixed	5.250%	1/1/2046		123,537
	104,806	Loan ID 201284	Fixed	3.625%	2/1/2029		104,806
	25,883	Loan ID 201285	Fixed	4.625%	11/1/2028		25,883
	104,291	Loan ID 201286	Fixed	4.375%	12/1/2045		104,291
	80,216	Loan ID 201289	Fixed	4.000%	3/1/2045		79,256
	291,659	Loan ID 201291	Fixed	5.000%	8/1/2045		255,921
	116,809	Loan ID 201294	Fixed	4.625%	2/1/2046		116,809
	722,205	Loan ID 201296	Fixed	4.250%	2/1/2046		716,942
	68,867	Loan ID 201301	Fixed	4.550%	10/1/2044		68,867
	128,236	Loan ID 201302	Fixed	4.250%	5/1/2045		127,689
	140,535	Loan ID 201305	Fixed	4.625%	8/1/2044		140,535
	110,383	Loan ID 201306	Fixed	3.875%	9/1/2045		108,357
	167,049	Loan ID 201307	Fixed	4.250%	10/1/2048		165,900
	59,253	Loan ID 201308	Fixed	4.625%	11/1/2045		59,253
	153,541	Loan ID 201309	Fixed	4.000%	9/1/2045		151,530
	306,043	Loan ID 201313	Fixed	4.625%	1/1/2046		306,043
	106,918	Loan ID 201315	Fixed	4.375%	9/1/2045		106,646
	154,113	Loan ID 201316	Fixed	4.500%	2/1/2046		136,681
	163,164	Loan ID 201319	Fixed	4.375%	10/1/2045		161,237
	129,598	Loan ID 201324	Fixed	5.250%	4/1/2046		129,598
	168,068	Loan ID 201326	Fixed	4.625%	3/1/2046		167,900
	181,195	Loan ID 201328	Fixed	4.250%	11/1/2045		70,013
	334,656	Loan ID 201333	Fixed	3.875%	1/1/2046		198,235
	183,617	Loan ID 201335	Fixed	4.750%	1/1/2046		183,617
	181,721	Loan ID 201336	Fixed	4.750%	1/1/2046		158,361
	395,488	Loan ID 201339	Fixed	4.625%	7/1/2045		372,532
	137,917	Loan ID 201342	Fixed	4.750%	7/1/2045		137,917
	129,042	Loan ID 201345	Fixed	4.125%	5/1/2045		127,757
	228,817	Loan ID 201350	Fixed	4.000%	6/1/2045		90,112
	64,251	Loan ID 201352	Fixed	4.875%	3/1/2045		64,251
	478,268	Loan ID 201354	Fixed	3.375%	7/1/2046		283,001
	128,866	Loan ID 201355	Fixed	5.250%	12/1/2045		128,866
	143,877	Loan ID 201358	Fixed	4.875%	7/1/2045		135,971
	138,360	Loan ID 201361	Fixed	5.250%	7/1/2044		138,360
	106,818	Loan ID 201364	Fixed	3.875%	4/1/2046		104,535
	323,598	Loan ID 201365	Fixed	4.250%	10/1/2045		321,912
	45,954	Loan ID 201368	Fixed	5.125%	2/1/2045		45,954
	174,047	Loan ID 201370	Fixed	4.250%	7/1/2046		161,611
	96,232	Loan ID 201371	Fixed	4.125%	4/1/2046		95,365
	250,692	Loan ID 201372	Fixed	4.625%	8/1/2046		238,157
	149,402	Loan ID 201373	Fixed	5.125%	4/1/2046		149,402
	137,166	Loan ID 201375	Fixed	4.500%	6/1/2045		137,413
	271,657	Loan ID 201377	Fixed	3.875%	5/1/2046		271,657

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	302,938	Loan ID 201381	Fixed	4.875%	7/1/2045	$	302,938
	75,287	Loan ID 201384	Fixed	4.375%	10/1/2045		75,287
	133,295	Loan ID 201385	Fixed	4.625%	12/1/2045		133,295
	66,902	Loan ID 201386	Fixed	5.250%	5/1/2046		66,902
	225,307	Loan ID 201390	Fixed	5.125%	9/1/2045		225,307
	379,901	Loan ID 201391	Fixed	5.125%	10/1/2045		379,901
	160,684	Loan ID 201392	Fixed	3.750%	2/1/2046		155,071
	416,181	Loan ID 201393	Fixed	3.750%	4/1/2056		416,181
	73,015	Loan ID 201394	Fixed	6.700%	6/1/2034		73,015
	82,313	Loan ID 201395	Fixed	6.300%	7/1/2044		11,017
	82,239	Loan ID 201400	Fixed	4.750%	7/1/2044		82,239
	86,629	Loan ID 201401	Fixed	4.750%	10/1/2044		86,629
	90,066	Loan ID 201403	Fixed	4.750%	8/1/2044		78,883
	129,343	Loan ID 201404	Fixed	4.750%	10/1/2044		113,478
	68,674	Loan ID 201405	Fixed	5.250%	8/1/2044		68,674
	52,497	Loan ID 201406	Fixed	4.250%	6/1/2046		52,056
	232,560	Loan ID 201407	Fixed	4.875%	1/1/2046		232,560
	157,053	Loan ID 201411	Fixed	4.750%	12/1/2045		157,053
	137,239	Loan ID 201412	Fixed	5.750%	12/1/2045		131,885
	321,848	Loan ID 201413	Fixed	4.500%	7/1/2045		321,848
	70,448	Loan ID 201414	Fixed	4.250%	7/1/2044		70,185
	53,602	Loan ID 201415	Fixed	8.000%	4/1/2034		53,602
	57,684	Loan ID 201417	Fixed	6.000%	8/1/2037		57,684
	39,838	Loan ID 201419	Fixed	10.000%	11/1/2033		39,838
	54,974	Loan ID 201422	Fixed	4.625%	10/1/2046		54,877
	628,151	Loan ID 201425	Fixed	3.875%	4/1/2046		618,548
	301,247	Loan ID 201426	Fixed	4.875%	3/1/2044		301,247
	513,608	Loan ID 201428	ARM	4.000%	4/1/2045		497,795
	188,713	Loan ID 201431	Fixed	4.875%	5/1/2045		175,511
	270,002	Loan ID 201432	Fixed	5.000%	8/1/2046		270,002
	94,560	Loan ID 201434	Fixed	4.375%	6/1/2046		94,069
	86,662	Loan ID 201436	Fixed	4.375%	5/1/2045		86,662
	127,376	Loan ID 201437	Fixed	4.750%	5/1/2046		20,937
	172,613	Loan ID 201439	Fixed	5.000%	12/1/2045		172,613
	306,301	Loan ID 201440	Fixed	4.625%	7/1/2046		91,606
	96,135	Loan ID 201441	Fixed	4.750%	10/1/2045		96,135
	287,450	Loan ID 201442	Fixed	4.875%	12/1/2045		287,450
	530,107	Loan ID 201443	Fixed	3.875%	8/1/2046		344,569
	49,031	Loan ID 201444	Fixed	4.500%	11/1/2044		49,031
	242,738	Loan ID 201447	Fixed	4.875%	10/1/2044		242,738
	88,979	Loan ID 201449	Fixed	4.000%	8/1/2044		88,104
	214,430	Loan ID 201451	Fixed	4.250%	6/1/2045		213,896
	181,392	Loan ID 201453	Fixed	5.250%	9/1/2046		181,392
	181,392	Loan ID 201454	Fixed	5.250%	9/1/2046		181,392
	199,533	Loan ID 201456	Fixed	4.125%	7/1/2046		196,261
	225,396	Loan ID 201458	Fixed	3.875%	9/1/2046		219,855
	151,260	Loan ID 201460	Fixed	4.250%	7/1/2045		150,864
	258,688	Loan ID 201461	Fixed	4.125%	12/1/2044		256,345
	287,201	Loan ID 201464	Fixed	4.375%	6/1/2045		270,560

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	97,838	Loan ID 201465	Fixed	5.125%	12/1/2044	$	97,838
	44,352	Loan ID 201467	Fixed	5.250%	3/1/2044		44,352
	268,955	Loan ID 201470	Fixed	4.375%	10/1/2044		268,955
	215,500	Loan ID 201471	Fixed	4.500%	1/1/2045		215,500
	143,173	Loan ID 201472	Fixed	4.000%	11/1/2044		143,173
	294,000	Loan ID 201473	Fixed	4.500%	2/1/2045		294,000
	91,119	Loan ID 201475	ARM	6.625%	9/1/2036		10,909
	133,930	Loan ID 201476	ARM	8.500%	2/1/2037		125,574
	79,398	Loan ID 201477	Fixed	6.750%	11/1/2036		79,398
	103,019	Loan ID 201478	Fixed	4.625%	10/1/2045		103,019
	152,690	Loan ID 201480	Fixed	4.250%	11/1/2045		152,353
	132,206	Loan ID 201482	Fixed	4.625%	6/1/2045		115,712
	284,279	Loan ID 201483	Fixed	4.125%	12/1/2045		263,691
	73,381	Loan ID 201484	Fixed	4.500%	10/1/2046		73,381
	59,763	Loan ID 201485	Fixed	5.750%	3/1/2038		59,763
	160,220	Loan ID 201487	Fixed	4.625%	2/1/2052		160,220
	88,456	Loan ID 201489	Fixed	4.750%	3/1/2046		88,456
	75,646	Loan ID 201499	Fixed	4.750%	5/1/2045		75,646
	102,088	Loan ID 201502	Fixed	5.250%	4/1/2044		102,317
	143,338	Loan ID 201503	Fixed	5.000%	7/1/2046		143,338
	432,909	Loan ID 201504	Fixed	4.500%	7/1/2045		432,909
	89,512	Loan ID 201505	ARM	5.750%	9/1/2046		89,512
	294,821	Loan ID 201506	Fixed	5.000%	2/1/2047		294,821
	214,642	Loan ID 201508	Fixed	5.000%	2/1/2047		214,642
	227,840	Loan ID 201509	Fixed	5.000%	12/1/2046		216,826
	76,246	Loan ID 201511	Fixed	4.375%	1/1/2046		76,219
	119,447	Loan ID 201513	Fixed	4.000%	1/1/2046		119,447
	133,600	Loan ID 201515	Fixed	5.125%	4/1/2047		133,600
	132,574	Loan ID 201516	Fixed	3.875%	4/1/2046		130,202
	395,175	Loan ID 201518	Fixed	4.875%	1/1/2047		395,175
	92,092	Loan ID 201519	Fixed	4.750%	9/1/2045		92,092
	77,532	Loan ID 201523	Fixed	5.125%	7/1/2045		77,532
	477,150	Loan ID 201533	Fixed	4.750%	5/1/2046		477,150
	42,427	Loan ID 201534	Fixed	4.875%	5/1/2047		42,427
	322,854	Loan ID 201535	Fixed	4.875%	8/1/2047		263,426
	454,965	Loan ID 201536	Fixed	3.375%	4/1/2045		408,450
	264,597	Loan ID 201545	Fixed	4.000%	9/1/2047		264,597
	149,500	Loan ID 201549^	Interest Only	12.500%	10/1/2019		147,258
	138,218	Loan ID 201550	Fixed	5.000%	2/1/2047		138,218
	195,348	Loan ID 201551	Fixed	4.500%	2/1/2047		156,062
	132,586	Loan ID 201552	Fixed	4.000%	8/1/2047		132,586
	46,320	Loan ID 201556	Fixed	4.990%	12/1/2047		46,320
	128,432	Loan ID 201558	Fixed	4.500%	8/1/2047		128,432
	96,642	Loan ID 201562	Fixed	4.625%	5/1/2047		96,642
	169,280	Loan ID 201563	Fixed	5.875%	12/1/2047		169,280
	105,092	Loan ID 201579	Fixed	4.750%	12/1/2036		104,167
	83,394	Loan ID 201581	Fixed	4.125%	10/1/2046		81,614
	84,064	Loan ID 201583	Fixed	5.250%	8/1/2047		84,064
	44,805	Loan ID 201585	Fixed	5.500%	3/1/2048		44,805
	375,841	Loan ID 201586	Fixed	4.625%	5/1/2047		375,841

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	305,989	Loan ID 201587	Fixed	4.375%	1/1/2048	$	284,270
	324,606	Loan ID 201588	Fixed	5.125%	2/1/2048		308,677
	57,832	Loan ID 201589	Fixed	5.375%	6/1/2048		57,832
	138,286	Loan ID 201590	Fixed	5.200%	5/1/2048		63,543
	309,718	Loan ID 201591	Fixed	5.375%	8/1/2048		289,744
	75,000	Loan ID 201593^	Interest Only	13.500%	2/1/2020		72,750
	365,500	Loan ID 201594^	Interest Only	11.250%	6/1/2019		360,018
	65,552	Loan ID 201598	Fixed	6.000%	1/1/2037		64,017
	333,750	Loan ID 201599	Fixed	5.000%	7/1/2038		269,231
	44,013	Loan ID 201600	Fixed	6.000%	1/1/2036		8,990
	35,376	Loan ID 201602	Fixed	5.000%	4/20/2032		35,376
	58,985	Loan ID 201604	Fixed	8.500%	1/1/2048		58,985
	70,766	Loan ID 201605	Fixed	8.750%	3/1/2048		70,766
	88,965	Loan ID 201606	Fixed	9.990%	5/1/2048		88,965
	66,268	Loan ID 201608	Fixed	9.990%	6/1/2048		7,733
	43,065	Loan ID 201610	Fixed	9.990%	7/1/2048		43,065
	59,016	Loan ID 201611	Fixed	9.990%	7/1/2048		59,016
	255,000	Loan ID 201612^	Interest Only	12.000%	9/1/2019		252,450
	33,750	Loan ID 201614^	Interest Only	12.000%	12/1/2019		33,075
	496,777	Loan ID 201615	Fixed	10.500%	1/1/2021		493,926
	480,000	Loan ID 201616^	Interest Only	9.990%	1/1/2020		477,600
	171,905	Loan ID 201617	Fixed	9.750%	2/1/2022		171,036
	30,802	Loan ID 201623	Fixed	9.950%	10/11/2031		30,802
	31,636	Loan ID 201624	Fixed	11.000%	7/22/2028		31,636
	40,898	Loan ID 201626	Fixed	8.950%	5/18/2035		40,898
	43,073	Loan ID 201627	Fixed	10.450%	2/19/2047		43,073
	44,479	Loan ID 201628	Fixed	11.000%	7/25/2040		49,661
	41,893	Loan ID 201629	Fixed	11.000%	3/6/2033		41,893
	46,187	Loan ID 201630^	Fixed	9.950%	1/28/2020		43,878
	44,241	Loan ID 201631	Fixed	9.950%	7/25/2031		44,241
	49,788	Loan ID 201632	Fixed	11.000%	10/13/2041		49,788
	56,374	Loan ID 201633	Fixed	11.000%	12/2/2032		56,555
	64,026	Loan ID 201634	Fixed	7.950%	2/28/2048		14,287
	65,269	Loan ID 201635	Fixed	9.950%	3/14/2046		65,316
	80,133	Loan ID 201636	Fixed	9.450%	5/13/2031		80,133
	98,626	Loan ID 201637	Fixed	11.000%	5/22/2045		98,626
	141,773	Loan ID 201638	Fixed	8.500%	9/19/2044		141,773
	321,511	Loan ID 201639	Fixed	5.000%	9/1/2048		321,950
	342,426	Loan ID 201640	Fixed	5.125%	4/1/2049		320,456
	158,632	Loan ID 201641^	Fixed	10.500%	6/1/2020		150,700
	420,000	Loan ID 201642	Interest Only	13.000%	4/1/2021		399,000
	285,000	Loan ID 201644	Interest Only	10.000%	2/1/2021		285,000
	669,302	Loan ID 201645^	Fixed	8.000%	7/1/2020		385,641
	41,972	Loan ID 201647	Fixed	6.000%	10/1/2031		39,497
	36,899	Loan ID 201648	Fixed	7.150%	8/14/2030		13,234
	58,591	Loan ID 201649	Fixed	4.800%	2/20/2030		58,591
	37,981	Loan ID 201650	Fixed	7.000%	11/14/2031		37,981
	49,853	Loan ID 201651	Fixed	7.000%	12/1/2036		21,168
	247,013	Loan ID 201652	Fixed	5.000%	10/1/2036		83,361
	197,517	Loan ID 201653	Fixed	4.250%	6/1/2048		197,517

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	442,041	Loan ID 201654	Fixed	4.875%	7/1/2049	$	435,986
	147,726	Loan ID 201655	Fixed	7.700%	1/1/2049		147,726
	125,260	Loan ID 201656	Fixed	4.625%	6/1/2049		125,260
	245,098	Loan ID 201657	Fixed	5.250%	11/1/2048		232,951
	266,477	Loan ID 201659	Fixed	4.875%	5/1/2049		263,227
	84,873	Loan ID 201661	Fixed	5.500%	8/1/2049		84,873
	130,302	Loan ID 201662	Fixed	5.375%	9/1/2048		130,302
	423,920	Loan ID 201663	Fixed	4.750%	10/1/2048		423,920
	20,022	Loan ID 201664	Fixed	10.000%	8/1/2033		20,022
	41,654	Loan ID 201665	Fixed	9.990%	8/1/2048		41,693
	18,884	Loan ID 201666	Fixed	10.000%	6/1/2048		18,884
	17,316	Loan ID 201667	Fixed	10.000%	7/1/2033		17,316
	16,236	Loan ID 201668	Fixed	9.750%	11/1/2033		16,236
	56,407	Loan ID 201670	Fixed	8.000%	9/15/2048		56,407
	22,696	Loan ID 201671	Fixed	9.000%	9/15/2048		22,720
	21,223	Loan ID 201672	Fixed	9.900%	10/15/2048		21,223
	51,637	Loan ID 201673	Fixed	9.990%	6/1/2048		51,637
	23,971	Loan ID 201674	Fixed	9.900%	12/1/2048		23,971
	67,304	Loan ID 201675	Fixed	9.750%	2/1/2049		67,304
	111,962	Loan ID 201676	Fixed	9.625%	10/1/2048		111,962
	80,303	Loan ID 201677	Fixed	9.250%	11/1/2048		80,303
	25,573	Loan ID 201678	Fixed	10.000%	8/1/2048		25,573
	43,446	Loan ID 201679	Fixed	7.700%	3/1/2047		43,446
	39,521	Loan ID 201680	Fixed	9.900%	9/15/2048		38,805
	34,514	Loan ID 201681	Fixed	9.000%	6/1/2048		32,788
	176,296	Loan ID 201682	Fixed	5.000%	7/1/2048		56,997
	486,551	Loan ID 201683	Fixed	4.875%	12/1/2048		486,551
	408,716	Loan ID 201684	Fixed	4.500%	8/1/2049		391,714
	288,453	Loan ID 201685	Fixed	5.500%	2/1/2049		288,453
	101,972	Loan ID 201686	Fixed	4.250%	7/1/2049		93,669
	107,438	Loan ID 201687	Fixed	5.500%	7/1/2048		85,011
	384,806	Loan ID 201688	Fixed	6.000%	11/1/2047		385,255
	209,037	Loan ID 201689	Fixed	4.500%	4/1/2049		201,754
	496,723	Loan ID 201690	Fixed	5.000%	9/1/2049		478,712
	209,408	Loan ID 201692	Fixed	8.000%	11/1/2029		209,814
	64,771	Loan ID 201694	Interest Only	9.000%	9/1/2024		64,804
	304,270	Loan ID 201695	Interest Only	8.000%	9/1/2021		314,270
	65,589	Loan ID 201696	Fixed	5.125%	10/1/2048		65,589
	125,186	Loan ID 201697	Fixed	6.125%	4/1/2049		115,812
	83,388	Loan ID 201698	Fixed	4.375%	12/1/2047		83,111
	266,871	Loan ID 201699	Fixed	5.522%	9/1/2049		266,871
	324,814	Loan ID 201700	Fixed	6.125%	6/1/2049		302,257
	62,896	Loan ID 201701	Fixed	5.000%	8/1/2049		60,927
	566,311	Loan ID 201702	Fixed	6.125%	11/1/2049		566,311
	392,128	Loan ID 201703	Fixed	6.600%	12/1/2048		392,128
	319,201	Loan ID 201704	Fixed	7.535%	3/1/2049		319,465
	291,289	Loan ID 201706	Fixed	4.875%	10/1/2048		266,633
	182,234	Loan ID 201707	Fixed	4.875%	8/1/2049		126,538
	447,128	Loan ID 201708	Fixed	4.500%	11/1/2049		382,780
	207,055	Loan ID 201709	Fixed	5.325%	9/1/2049		207,055

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	148,663	Loan ID 201710	Fixed	6.700%	11/1/2049	$	148,663
	731,758	Loan ID 201711	Fixed	4.875%	10/1/2049		729,065
	382,666	Loan ID 201712	Fixed	5.125%	10/1/2049		382,666
	184,407	Loan ID 201713	Fixed	10.111%	12/1/2049		184,407
	282,340	Loan ID 201714	Fixed	10.250%	12/1/2049		267,517
	122,941	Loan ID 201715	Fixed	10.130%	12/1/2049		122,193
	237,576	Loan ID 201716	Fixed	10.150%	12/1/2049		224,974
	439,021	Loan ID 201717	Fixed	6.500%	12/1/2048		418,551
	43,251	Loan ID 201718	Fixed	6.125%	11/1/2048		43,251
	118,148	Loan ID 201719	Fixed	4.750%	9/1/2049		118,148
	139,079	Loan ID 201720	Fixed	4.375%	4/1/2049		137,355
	365,135	Loan ID 201723	Fixed	5.000%	1/1/2049		365,135
	249,322	Loan ID 201724	Fixed	5.375%	1/1/2049		249,357
	76,451	Loan ID 201725	Interest Only	7.750%	12/1/2022		76,451
	55,046	Loan ID 201726	Interest Only	8.000%	12/1/2022		55,046
	63,050	Loan ID 201727	Interest Only	8.750%	2/1/2021		62,735
	74,370	Loan ID 201728	Fixed	8.500%	1/1/2022		74,113
	214,790	Loan ID 201729	Interest Only	7.500%	1/1/2030		215,062
	65,000	Loan ID 201730	Interest Only	10.000%	12/1/2020		65,000
	319,447	Loan ID 201731	Fixed	4.750%	10/1/2049		319,447
	130,031	Loan ID 201732	Fixed	5.125%	5/1/2047		124,419
	79,381	Loan ID 201733	Fixed	5.250%	4/1/2044		79,381
	546,911	Loan ID 201736	Fixed	7.250%	5/1/2047		546,911
	999,999	Loan ID 201737	ARM	7.875%	11/1/2047		999,999
	126,920	Loan ID 201739	ARM	7.125%	4/1/2048		120,574
	113,314	Loan ID 201740	Fixed	5.749%	4/1/2048		113,314
	229,305	Loan ID 201741	ARM	8.000%	7/1/2048		228,119
	644,663	Loan ID 201742	ARM	8.750%	9/1/2048		644,663
	142,597	Loan ID 201743	Fixed	5.499%	9/1/2048		142,597
	300,408	Loan ID 201744	Fixed	5.625%	5/1/2049		300,408
	187,570	Loan ID 201745	Fixed	5.500%	6/1/2049		186,040
	381,268	Loan ID 201746	Fixed	4.875%	7/1/2049		146,462
	449,972	Loan ID 201747	Fixed	7.000%	4/1/2030		450,999
	259,854	Loan ID 201748	Fixed	7.125%	4/1/2050		248,045
	966,996	Loan ID 201749	Fixed	4.000%	4/1/2050		934,663
	549,787	Loan ID 201750	Fixed	6.125%	4/1/2050		549,787
	303,194	Loan ID 201751	ARM	5.125%	3/1/2050		303,194
	689,564	Loan ID 201752	Fixed	7.500%	4/1/2050		622,463
	1,121,196	Loan ID 201753	Fixed	4.875%	4/1/2050		1,111,360
	845,203	Loan ID 201754	Fixed	4.875%	4/1/2050		795,911
	612,049	Loan ID 201755	Fixed	5.750%	3/1/2050		610,107
	253,762	Loan ID 201756	Fixed	5.000%	3/1/2050		236,374
	278,539	Loan ID 201757	ARM	5.125%	4/1/2050		253,486
	421,804	Loan ID 201758	Fixed	5.875%	3/1/2050		421,374
	263,522	Loan ID 201759	ARM	5.750%	3/1/2050		213,453
	938,734	Loan ID 201760	Fixed	5.375%	3/1/2050		890,268
	259,348	Loan ID 201761	Fixed	6.875%	2/1/2050		244,265
	428,637	Loan ID 201762	Fixed	5.990%	3/1/2050		421,606
	146,641	Loan ID 201763	Fixed	7.375%	4/1/2050		143,378
	215,969	Loan ID 201764	Fixed	8.625%	4/1/2050		210,398

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

Vertical Capital Income Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2020

Principal			Loan Type	Interest Rate	Maturity	Fair Value
		MORTGAGE NOTES (Continued) - 104.3%
$	345,201	Loan ID 201765	Fixed	6.125%	3/1/2050	$	337,754
	66,697	Loan ID 201766	Fixed	5.500%	4/1/2050		37,321
	220,011	Loan ID 201767	Fixed	5.250%	7/1/2049		220,011
	189,954	Loan ID 201768	Fixed	6.750%	4/1/2050		186,945
	346,132	Loan ID 201769	Fixed	6.625%	4/1/2050		333,896
	216,194	Loan ID 201770	Fixed	9.375%	4/1/2050		195,762
	333,135	Loan ID 201771	Fixed	5.750%	4/1/2050		280,383
	358,563	Loan ID 201772	Fixed	8.125%	3/1/2050		358,563
	764,858	Loan ID 201773	ARM	5.500%	6/1/2049		653,137
	295,246	Loan ID 201774	Fixed	6.125%	3/1/2050		266,703
	166,118	Loan ID 201775	Fixed	7.375%	4/1/2050		165,989
	702,114	Loan ID 201776	Fixed	6.625%	1/1/2050		726,017
	126,674	Loan ID 201777	Fixed	5.875%	4/1/2049		126,674
	149,000	Loan ID 201778	Interest Only	10.500%	8/1/2021		149,000
	250,000	Loan ID 201779	Fixed	10.500%	7/1/2022		250,000
	448,235	Loan ID 201780	Fixed	6.125%	4/1/2050		446,205
	383,525	Loan ID 201781	Fixed	6.250%	4/1/2050		383,525
	262,820	Loan ID 201782	Fixed	7.580%	3/1/2050		258,221
	124,600	Loan ID 201783	Interest Only	7.500%	9/1/2025		124,600
	367,603	Loan ID 201784	Fixed	6.750%	4/1/2050		367,603
	273,000	Loan ID 201785	Interest Only	8.000%	8/31/2023		273,000
	166,600	Loan ID 201786	Interest Only	7.000%	10/1/2023		166,000
	138,363,539	TOTAL MORTGAGE NOTES (Cost - $116,981,948)					130,311,594

		OTHER INVESTMENTS* (Cost - $439,693) - 0.4%					537,822

		TOTAL INVESTMENTS (Cost - $117,421,641) - 104.7%				$	130,849,416
		LIABILITIES IN EXCESS OF OTHER ASSETS - (4.7)%					(5,815,103	)
		NET ASSETS - 100.0%				$	125,034,313

Illiquid Securities, non-income producing defaulted securities.

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

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

Vertical Capital Income Fund

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2020

Assets:
Investments in Securities at Market Value (identified cost $117,421,641)	$	130,849,416
Cash		2,765,345
Interest Receivable		1,485,249
Receivable for Investment Securities Sold and Principal Paydowns		3,700,664
Prepaid Expenses and Other Assets		301,922
Total Assets		139,102,596

Liabilities:
Line of Credit		13,000,000
Payable for Securities Purchased		687,934
Accrued Advisory Fees		148,465
Related Party Payable		15,994
Accrued Expenses and Other Liabilities		215,890
Total Liabilities		14,068,283

Net Assets	$	125,034,313

Net Assets consisted of:
Paid-in-Capital	$	108,668,945
Accumulated Earnings		16,365,368
Net Assets	$	125,034,313

Net Asset Value Per Share
Net Assets	$	125,034,313
Shares of Beneficial Interest Outstanding (no par value)		10,380,003
Net Asset Value (Net Assets/Shares Outstanding)	$	12.05

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

Vertical Capital Income Fund

STATEMENT OF OPERATIONS

For the Year Ended September 30, 2020

Investment Income:
Interest Income	$	7,234,676
Total Investment Income		7,234,676

Expenses:
Investment Advisory Fees		1,592,884
Security Servicing Fees		384,497
Interest Expense		401,279
Audit Fees		222,183
Insurance Expense		208,129
Legal Fees		179,582
Line of Credit Fees		144,665
Administration Fees		141,719
Trustees’ Fees		127,534
Miscellaneous Expenses		106,022
Transfer Agent Fees		75,731
Printing Expense		73,984
Extraordinary Fees		60,569
Chief Compliance Officer Fees		52,757
Fund Accounting Fees		51,038
Custody Fees		49,093
Security Pricing Expense		29,000
Registration & Filing Fees		1,496
Total Expenses		3,902,162
Less: Expenses Waived by Adviser		(428,908	)
Net Expenses		3,473,254
Net Investment Income		3,761,422

Net Realized and Unrealized Gain/Loss on Investments:
Net Realized Gain from:
Investments		2,487,468
Net Change in Unrealized Depreciation on:
Investments		(7,717,790	)
Net Realized and Unrealized Loss on Investments		(5,230,322	)

Net Decrease in Net Assets Resulting From Operations	$	(1,468,900	)

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, 2020			September 30, 2019 (a)
Operations:
Net Investment Income	$	3,761,422		$	3,164,910
Net Realized Gain from Investments		2,487,468			1,926,569
Net Change in Unrealized Appreciation/(Depreciation) on Investments		(7,717,790	)		5,629,734
Net Increase/Decrease in Net Assets Resulting From Operations		(1,468,900	)		10,721,213

Distributions to Shareholders From:
Total Distributions Paid
Class A *		(5,441,643	)		(5,747,639	)
Class C *		—			(2,747	)
Total Distributions to Shareholders		(5,441,643	)		(5,750,386	)

Beneficial Interest Transactions:
Proceeds from Shares Issued:
Class A *		—			456,022
Distributions Reinvested:
Class A *		—			2,361,676
Class C *		—			2,747
Cost of Shares Redeemed:
Class A *		—			(13,501,460	)
Class C *		—			(105,641	)
Net Decrease in Net Assets from Beneficial Interest Transactions		—			(10,786,656	)

Total Decrease in Net Assets		(6,910,543	)		(5,815,829	)

Net Assets:
Beginning of Year		131,944,856			137,760,685
End of Year	$	125,034,313		$	131,944,856

(a)

Class C closed on April 2, 2019.

Prior to listing on the NYSE, the Fund discontinued share class structure.

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

Vertical Capital Income Fund

STATEMENT OF CHANGES IN NET ASSETS (Continued)

	For the Year		For the Year
	Ended		Ended
	September 30, 2020		September 30, 2019 (a)
Share Activity
Class A (b):
Shares Sold		—		37,357
Shares Reinvested		—		195,274
Shares Redeemed		—		(1,110,358	)
Net Decrease in Shares of Beneficial Interest Outstanding		—		(877,727	)

Class C (b):
Shares Sold		—		—
Shares Reinvested		—		225
Shares Redeemed		—		(8,431	)
Net Decrease in Shares of Beneficial Interest Outstanding		—		(8,206	)

(a)

Class C closed on April 2, 2019.

(b)

Prior to listing on the NYSE, the Fund discontinued share class structure.

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, 2020

Increase in Cash
Cash Flows Provided by (Used for) Operating Activities:
Net Decrease in Net Assets Resulting from Operations	$	(1,468,900	)

Adjustments to Reconcile Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used for) Operating Activities:
Purchases of Long-Term Portfolio Investments		(31,899,536	)
Proceeds from Sale of Long-Term Portfolio Investments and Principal Paydowns		26,403,917
Decrease in Interest Receivable		189,164
Increase in Receivable for Investment Securities Sold and Principal Paydowns		(2,057,204	)
Decrease in Prepaid Expenses and Other Assets		113,637
Increase in Payable for Securities Purchased		137,739
Increase in Accrued Advisory Fees		47,975
Decrease in Accrued Extraordinary Fees		(684,822	)
Decrease in Related Party Payable		(22,094	)
Increase in Accrued Expenses and Other Liabilities		30,081
Amortization of Deferred Financing Fees		144,665
Net Amortization on Investments		(949,135	)
Net Realized Gain on Investments		(2,487,468	)
Change in Unrealized Depreciation on Investments		7,717,790

Net Cash Used for Operating Activities		(4,784,191	)

Cash Flows Provided by (Used for) Financing Activities:
Dividends Paid to Shareholders		(5,441,643	)
Payments on Line of Credit		(9,700,000	)
Proceeds from Line of Credit		20,200,000
Net Cash Provided by Financing Activities		5,058,357

Net Increase in Cash		274,166
Cash at Beginning of Year		2,491,179
Cash at End of Year	$	2,765,345

Cash Paid for Interest of $399,536.

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, 2020			September 30, 2019			September 30, 2018			September 30, 2017			September 30, 2016
Net Asset Value, Beginning of Year	$	12.71		$	12.23		$	12.34		$	12.49		$	11.53

From Operations:
Net investment income (a)		0.36			0.30			0.43			0.39			0.36
Net gain (loss) from investments (both realized and unrealized)		(0.50	)		0.72			0.06			(0.04	) (b)		1.33
Total from operations		(0.14	)		1.02			0.49			0.35			1.69

Distributions to shareholders from:
Net investment income		(0.33	)		(0.34	)		(0.39	)		(0.40	)		(0.38	)
Net realized gains		(0.19	)		(0.20	)		(0.21	)		(0.10	)		(0.35	)
Total distributions		(0.52	)		(0.54	)		(0.60	)		(0.50	)		(0.73	)

Net Asset Value, End of Year	$	12.05		$	12.71		$	12.23		$	12.34		$	12.49
Market Price, End of Year	$	9.93		$	10.68			N/A			N/A			N/A

Total Return-NAV (c)		(1.09	)%		8.62	%		4.03	%		2.81	%		15.10	%
Total Return-Market Price (c)		(2.99	)%		(8.73	)%		NA			NA			NA

Ratios/Supplemental Data
Net assets, end of Year (in 000’s)	$	125,034		$	131,945		$	137,659		$	160,630		$	182,008
Ratio of gross expenses to average net assets (d)		3.06	%		3.87	% (f)		3.03	% (e)		2.74	% (e)		2.95	% (e)
Ratio of net expenses to average net assets (d)		2.73	%		3.34	% (f)		2.09	% (e)		2.04	% (e)		2.26	% (e)
Ratio of net investment income to average net assets (d)		2.95	%		2.43	% (f)		3.52	% (e)		3.24	% (e)		2.98	% (e)
Portfolio turnover rate		20.13	%		7.12	%		5.11	%		17.69	%		13.72	%
Loan Outstanding, End of Period (000s)	$	13,000		$	2,355		$	6,664		$	—		$	—
Asset Coverage Ratio for Loan Outstanding (g)		1062	%		5702	%		2167	%		0	%		0	%
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding (g)	$	10,618		$	53,778		$	20,680		$	—		$	—
Weighted Average Loans Outstanding (000s) (h)	$	9,796		$	7,500		$	4,500		$	14,368		$	12,330
Weighted Average Interest Rate on Loans Outstanding		3.79	%		5.14	%		4.69	%		3.88	%		3.41	%

(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 0.48%, 0.46%, 0.24%, 0.14% and 0.20% for the years ended September 30, 2020, 2019, 2018, 2017, and 2016, respectively, that attributed to interest expenses and fees.

(e)

Ratio includes 0.01%, 0.05%, 0.21% and 0.21% for the years ended September 30, 2018, 2017, 2016 and the year ended 2015, respectively, that attributed to advisory transition expenses.

(f)

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

(g)

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

(h)

Based on monthly weighted average.

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

Vertical Capital Income Fund

Notes to Financial Statements

September 30, 2020

ORGANIZATION

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Investment Security Valuation

Mortgage Notes – The Fund uses an independent third-party pricing service, approved by the Fund’s Board of Trustees (the “Board”), to value its Mortgage Notes on an as needed basis. The third-party pricing servicer uses a cash flow forecast and valuation model that focuses on forecasting the frequency, timing and severity of mortgage loss behavior. The model incorporates numerous observable loan-level factors such as unpaid principal balance, remaining term of the loan and coupon rate as well as macroeconomic data including yield curves, spreads to the Treasury curves and home price indexes. The model also includes a number of unobservable factors and assumptions (such as voluntary and involuntary prepayment speeds, delinquency rates, foreclosure timing, and others) to determine a fair value. While the model requires a minimum set of data to develop a reasonable fair value, the model is capable of accepting additional data elements. The model makes certain assumptions unless a specific data element is included, in which case it uses the additional data. Not all assumptions have equal weighting in the model. Using assumptions in this manner is a part of the Fund’s valuation policy and procedures and provides consistency in the application of valuation assumptions. The third-party pricing servicer also benchmarks its pricing model against observable pricing levels being quoted by a range of market participants active in the purchase and sale of residential mortgage loans. The combination of loan level criteria and market adjustments produces a monthly price for each Mortgage Note relative to current public market conditions.

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

The Fund invests primarily in Mortgage Notes secured by residential real estate. The market or liquidation value of each type of residential real estate collateral may be adversely affected by numerous factors, including rising interest rates; changes in the national, state and local economic climate and real estate conditions; perceptions of prospective buyers of the safety, convenience and attractiveness of the properties; maintenance and insurance

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2020

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

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

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

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

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

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

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

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

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

As of September 30, 2020, management estimated that the carrying value of cash and cash equivalents, accounts receivable, prepaid expenses and other assets, line of credit payable, payables for securities purchased, accrued

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2020

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

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following tables summarize the inputs used as of September 30, 2020 for the Fund’s assets measured at fair value:

Assets	Level 1		Level 2		Level 3		Total
Mortgage Notes	$	—	$	—	$	130,311,594	$	130,311,594
Other Investments		—		—		537,822		537,822
Total	$	—	$	—	$	130,849,416	$	130,849,416

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	$	129,194,075		$	440,909		$	129,634,984
Net realized gain (loss)		2,487,468			—			2,487,468
Change in unrealized appreciation		(7,717,790	)		—			(7,717,790	)
Cost of purchases		31,899,536			—			31,899,536
Proceeds from sales and principal paydowns		(25,963,008	)		(440,909	)		(26,403,917	)
Purchase discount amortization		949,135			—			949,135
Net Transfers within level 3		(537,822	)		537,822			—
Ending balance	$	130,311,594		$	537,822		$	130,849,416

The total change in unrealized depreciation included in the Statement of Operations attributable to Level 3 investments still held at September 30, 2020 is $(5,682,768).

The following table provides quantitative information about the Fund’s Level 3 values, as well as its inputs, as of September 30, 2020. The table is not all-inclusive, but provides information on the significant Level 3 inputs:

Weighted

Range of

Average of

Unobservable

Value

Valuation Technique

Inputs

Mortgage Notes

130,311,594

Comprehensive pricing model with emphasis on discounted cash flows

Constant prepayment rate

0 - 67.9%

23.2%

Deliquency

0 - 760 days

24 days

Loan-to-Value

0.6 - 498.1%

79.5%

Discount Rate

2.4 - 22.2%

5.3%

Other Investments

537,822

Market comparable

Sales prices

$8 - $318 sq/ft

$309.2 sq/ft

Closing Balance

130,849,416

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2020

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

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

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

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

Credit Facility – On July 20, 2018, the Fund entered into a revolving line of credit agreement with NexBank SSB 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 $35 million or 75% of the eligible portion of the Fund’s loans. Borrowings under the Nexbank agreement bear interest at a rate equal to the 30-day LIBOR plus applicable margin of 2.75%, per annum, on the outstanding principal balance. The Nexbank agreement matures on July 16, 2021. The Nexbank agreement is secured by assets of the Fund.

During the year ended September 30, 2020 the Fund incurred deferred financing fees of $0. Accumulated amortization of deferred financing fees was $371,986 as of September 30, 2020. The average amount of borrowing outstanding for the period was $9,796,154 and the total interest expense was $401,279. The outstanding balance under the NexBank line of credit was $13,000,000 at September 30, 2020.

Federal Income Taxes – The Fund intends to continue to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute all of its taxable income, if any, to shareholders. Accordingly, no provision for Federal income taxes is required in the financial statements.

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken by the Fund in its 2017 - 2019 tax returns, which remain open for examination, or expected to be taken in the Fund’s 2020 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, 2020.

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2020

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 from the IRS.

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

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

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, 2020.

INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

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

Advisory Fees – Pursuant to an Advisory Agreement with the Fund, the Advisor, under the oversight of the Board, directs certain of the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 1.25% of the average daily net assets of the Fund. For the year ended September 30, 2020 the Advisor earned advisory fees of $1,579,131.

The Advisor has contractually agreed to waive all or part of its management fees and/or make payments to limit Fund expenses (exclusive of any taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, expenses of investing in underlying funds, or extraordinary expenses such as litigation and advisor transition expenses) so that the total annual operating expenses of the Fund do not exceed 2.25% of the average daily net assets through September 30, 2020. This agreement has been extended through September 30, 2021 at 2.50%. Waivers and expense reimbursements may be recouped by the Advisor from the Fund within three years of when the amounts were waived only if the Fund expenses are lower than both the lesser of the current expense cap and the expense cap in place at the time of waiver. For the year ended September 30,

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2020

2020, the Advisor waived advisory fees of $428,908. Expenses subject to recapture by the Advisor amounted to $1,409,845 that will expire on September 30, 2021, and $692,741 that will expire on September 30, 2022, and $428,908 that will expire on September 30, 2023. Effective February 1, 2020, David Aisner no longer served as co-portfolio manager of the Fund as he left the Advisor to pursue other opportunities. Robert J. Chapman, serves as the sole portfolio manager of the Fund. Mr. Chapman is Executive Vice President of the Advisor, Treasurer of the Fund, and Chairman of the Board of Trustees of the Fund.

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

Gemini Fund Services, LLC (“GFS”) – GFS provides administration and fund accounting services to the Fund. Pursuant to a separate servicing agreement with GFS, the Fund pays GFS customary fees for providing administration and fund accounting 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, 2020 GFS earned $201,335.

Northern Lights Compliance Services, LLC (“NLCS”) – NLCS, an affiliate of GFS, 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, 2020 NLCS earned $57,486.

Blu Giant, LLC (“Blu Giant”) – Blu Giant, an affiliate of GFS, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund. For the year ended September 30, 2020 Blu Giant earned $17,667.

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

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, 2020 amounted to $31,899,536 and $26,403,917 respectively.

DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The Statement of Assets and Liabilities represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $117,421,641 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	16,568,115
Unrealized depreciation		(3,140,340	)
Net unrealized appreciation	$	13,427,775

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2020

The tax character of distributions paid during the fiscal years ended September 30, 2020 and September 30, 2019 was as follows:

	Fiscal Year Ended		Fiscal Year Ended
	September 30, 2020		September 30, 2019
Ordinary Income	$	3,432,074	$	3,688,381
Long-Term Capital Gain		2,009,569		2,062,005
	$	5,441,643	$	5,750,386

As of September 30, 2020, the components of accumulated earnings/ (deficit) on a tax basis were as follows:

Undistributed		Undistributed		Post October Loss		Capital Loss		Other				Total
Ordinary		Long-Term		and		Carry		Book/Tax		Unrealized		Accumulated
Income		Gains		Late Year Loss		Forwards		Differences		Appreciation/		Earnings
$	770,983	$	2,166,610	$	—	$	—	$	—	$	13,427,775	$	16,365,368

NEW ACCOUNTING PRONOUNCEMENTS

In August 2018, FASB issued ASU No. 2018-13, which changed certain fair value measurement disclosure requirements. The ASU, in addition to other modifications and additions, removed the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the policy for the timing of transfers between levels. For investment companies, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. These amendments have been adopted with these financial statements.

MARKET RISK AND CORONAVIRUS

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

Vertical Capital Income Fund

Notes to Financial Statements (Continued)

September 30, 2020

SUBSEQUENT EVENTS

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through November 30, 2020, which is the date of these financial statements, and determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.

Text, letter

Description automatically generated

Supplemental Information (Unaudited)

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

Investment Objective and Policies

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

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

Principal Risk Factors

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

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

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

Supplemental Information (Unaudited)(Continued)

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

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

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

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

Liquidity Risk. The Fund’s investments are subject to liquidity risk because there is a limited secondary market for mortgage notes. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations.

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

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

Supplemental Information (Unaudited)(Continued)

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

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

Real Estate Risk. The Fund will not invest in real estate directly, but, because the Fund will invest the majority of its assets in securities secured by real estate, its portfolio will be significantly impacted by the performance of the real estate market and may experience more volatility and be exposed to greater risk than a more diversified portfolio. The value of residential real estate collateral is affected by:

(i)

changes in general economic and market conditions including changes in employment;

(ii)

changes in the value of real estate properties generally;

(iii)

local economic conditions, overbuilding and increased competition;

(iv)

increases in property taxes and operating expenses;

(v)

changes in zoning laws;

(vi)

casualty and condemnation losses including environment remediation costs;

(vii)

variations in rental income, neighborhood values or the appeal of property to tenants or potential buyers;

(viii)

the availability of financing;

(ix)

changes in interest rates and available borrowing leverage; and

(x)

natural disasters.

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

Fundamental Policies

The Fund’s stated fundamental policies, which may only be changed by the affirmative vote of a majority of the outstanding voting securities of the Fund (the shares), are listed below. Majority of the outstanding voting securities of the Fund means the vote, at an annual or special meeting of shareholders, duly called, (a) of 67% or more of the shares present at such meeting, if the holders of more than 50% of the outstanding shares

Supplemental Information (Unaudited)(Continued)

are present or represented by proxy; or (b) of more than 50% of the outstanding shares, whichever is less. The Fund may not:

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

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

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

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

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

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

Supplemental Information (Unaudited)(Continued)

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

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

The following information in this annual report is a summary of certain changes since the date of the September 30, 2019 annual report. This information may not reflect all of the changes that have occurred since you purchased this Fund.

Effective February 1, 2020, David Aisner no longer served as co-portfolio manager of the Fund as he left the Adviser to pursue other opportunities. Robert J. Chapman, serves as the sole portfolio manager of the Fund. Mr. Chapman is Executive Vice President of the Adviser, Treasurer of the Fund, and Chairman of the Board of Trustees of the Fund.

The following was added to “Market Risk.”

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

Supplemental Information (Unaudited)(Continued)

At the Annual Meeting of Shareholders of the Fund, held at the offices of Thompson Hine LLP, 41 S. High St. 17^th Floor, Columbus, Ohio 43215, on Friday, August 28, 2020, shareholders of record as of the close of business on July 17, 2020, voted to approve the following proposals:

Proposal 1: To re-elect Mark J. Schlafly as a Trustee of the Fund.

FOR: 7,568,260.634

WITHHELD: 1,248,252.040

Proposal 2: To elect Jack L. Macdowell, Jr. as a Trustee of the Fund.

FOR: 7,649,522.193

WITHHELD: 1,166,990.481

Supplemental Information (Unaudited)(Continued)

Vertical Capital Income Fund

Dividend Reinvestment Plan

Unless the registered owner of shares elects to receive cash by contacting the Plan Agent, all dividends declared for the shares of the Fund will be automatically paid in the form of, or reinvested by American Stock Transfer & Trust Company (“AST”) (the “Plan Agent”), agent for shareholders in administering the Fund’s Dividend Reinvestment Plan (the “Plan”), in additional shares of the Fund. If you are a registered owner of shares and elect not to participate in the Plan, you will receive all dividends or other distributions (together, a “dividend”) in cash paid by check mailed directly to you (or, if the shares are held in street or other nominee name, then to such nominee) by AST, as dividend disbursing agent. You may elect not to participate in the Plan and to receive all dividends in cash by sending written instructions or by contacting AST, as dividend disbursing agent, at the address set forth below. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by contacting the Plan Agent before the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend. Some brokers or other financial intermediaries through which shareholders may hold their shares, may automatically elect to receive cash on the shareholders’ behalf and may reinvest that cash in additional shares of the Fund for the respective shareholders.

The Plan Agent will open an account for each shareholder under the Plan in the same name in which such shareholder’s shares are registered. Whenever the Fund declares a dividend payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in shares. The shares will be acquired by the Plan Agent for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized shares from the Fund (“newly issued shares”) or (ii) by purchase of outstanding shares on the open market (“open-market purchases”) on the New York Stock Exchange or elsewhere.

Whenever the Fund declares a dividend, non -participants in the Plan will receive cash and participants in the Plan will receive the equivalent in shares. The shares will be acquired by the Plan Agent for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized shares from the Fund (newly issued shares) or (ii) by purchase of outstanding shares on the open market (open -market purchases”) on the NYSE or elsewhere. If, on the payment date for any dividend, the closing market price plus estimated brokerage commissions per share is equal to or greater than the NAV per share, the Plan Agent will invest the dividend amount in newly issued shares on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the Fund’s NAV per share on the payment date. If, on the payment date for any dividend, the NAV per share is greater than the closing market value plus estimated brokerage commissions (i.e., the Fund’s shares are trading

Supplemental Information (Unaudited)(Continued)

at a discount), the Plan Agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases.

In the event of a market discount on the payment date for any dividend, the Plan Agent will have until the last business day before the next date on which the shares trade on an “ex-dividend” basis or 30 days after the payment date for such dividend, whichever is sooner (the “last purchase date”), to invest the dividend amount in shares acquired in open -market purchases. It is contemplated that the Fund will pay monthly income dividends. If, before the Plan Agent has completed its open-market purchases, the market price per share exceeds the NAV per share, the average per share purchase price paid by the Plan Agent may exceed the NAV of the shares, resulting in the acquisition of fewer shares than if the dividend had been paid in newly issued shares on the dividend payment date. Because of the foregoing difficulty with respect to open-market purchases, the Plan provides that if the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent may cease making open-market purchases and may invest the uninvested portion of the dividend amount in newly issued shares at the NAV per share.

The Plan Agent maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. shares in the account of each Plan participant will be held by the Plan Agent on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.

In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Plan.

There will be no brokerage charges with respect to shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with open-market purchases. The automatic reinvestment of dividends will not relieve participants of any tax that may be payable (or required to be withheld) on such dividends. Accordingly, any taxable dividend received by a participant that is reinvested in additional shares will be subject to U.S. federal (and possibly state and local) income tax even though such participant will not receive a corresponding amount of cash with which to pay such taxes. Participants who request a sale of shares through the Plan Agent are subject to a $15.00 sales fee and pay a brokerage commission of $0.12 per share sold.

Supplemental Information (Unaudited)(Continued)

The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.

All correspondence concerning the Plan should be directed to the Plan Agent at American Stock Transfer & Trust Company, 6201 15^thAvenue, Brooklyn, New York 11219; telephone 1-866-277-8243.

Vertical Capital Income Fund

Supplemental Information

September 30, 2020 (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 During Past Five Years
Robert J. Boulware 1956	Trustee since August 2011, Class I Board member until 2022 annual shareholder meeting	Managing Director, Pilgrim Funds, LLC (private equity fund), Sept. 2006 to present.	1	Trustee, Brighthouse Funds Trust I (44 portfolios), March 2008 to present; Trustee, Brighthouse Funds Trust II (33 portfolios), April 2012 to present; Director, Gainsco Inc. (auto insurance) May 2005 to present; SharesPost 100 Fund, March 2013 to present.
Jack L. Macdowell, Jr. 1974	Trustee since August 2020, Class II Board member until 2023 annual shareholder meeting	Chief Investment Officer, The Palisades Group, LLC (investment adviser), Sept. 2012 to present.	1	None
Mark J. Schlafly 1961	Trustee since August 2011, Class II Board member until 2023 annual shareholder meeting	Adjunct Professor/Career Advisor, Olin School of Business, Washington University, August 2011 to present; Executive Vice President , Waddell & Reed, Inc. (financial services firm), June 2016 to Aug 2017; Managing Director, Russell Investments, June 2013 to Dec. 2014.	1	None
T. Neil Bathon 1961	Trustee since August 2011, Class III Board member until 2021 annual shareholder meeting	Managing Partner, FUSE Research Network, LLC, Aug. 2008 to present; Managing Director, PMR Associates LLC, July 2006 to Present.	1	BNY Mellon Charitable Gift Fund, June 2013 to present.

Vertical Capital Income Fund

Supplemental Information (Continued)

September 30, 2020 (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 Past Five Years
Robert J. Chapman *** 1947	Trustee, since August 2015, Class III Board member until 2021 annual shareholder meeting; Treasurer, since October 2019	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 Oct. 2016; President of Stratera Holdings, LLC, a position held since April 2015; Executive Vice President, Stratera Holdings, LLC, Jan. 2013 to Apr. 2015. Chief Executive Officer Stratera Services, LLC, a position held since Oct. 2016; President of Stratera Services, LLC, Apr. 2015 to present; Executive Vice President, of Stratera Services, LLC Jan. 2011 to Apr. 2015. Executive Vice President of Pathway Capital Opportunity Fund Management, LLC, Aug. 2014 to present. Executive Vice President, Pathway Capital Opportunity Fund, Inc., Feb. 2013 to Feb. 2019. Director, Behringer Harvard Opportunity REIT I, Inc., July 2014 to Aug. 2018. Director, Behringer Harvard Opportunity REIT II, Inc., Feb. 2013 to Sept. 2017. Member of Board of Managers, Priority Senior Secured Income Management, LLC, Oct. 2012 to present. Executive Vice President of Priority Income Fund, Inc., July 2012 to present.	n/a	n/a
Stanton P.Eigenbrodt 1965	Secretary since July 2015	Executive Vice President of Oakline Advisors, a position held since July 2015 and Chief Compliance Officer since Sept. 2019; 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 is three years based on class 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 an officer of the Fund and also an officer of the Fund’s investment adviser.

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

Effective upon the approval for listing of Fund shares on the NYSE on May 23, 2019, the Board of Trustees adopted a classified structure. The minimum number of Trustees shall be three and the Trustees shall be elected in three classes. The Trustees shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of Trustees constituting the entire Board. Within the limits above specified, the number of the Trustees in each class shall be determined by resolution of the Board. The term of office of the first class shall expire on the date of the first annual meeting of Shareholders or special meeting in lieu thereof following the effective date of listing on the NYSE. The term of the second class shall expire on the date of the second annual meeting of Shareholders or special meeting in lieu thereof following the effective date of listing on the NYSE. The term of the third class shall expire on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following the effective date of listing on the NYSE. Upon expiration of the term of office of each class as set forth above, the number of Trustees in such class, as determined by the Board, shall be elected for a three-year term expiring on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following such expiration to succeed the Trustees whose terms of office expire. The Trustees shall be elected at an annual meeting of the Shareholders or special meeting in lieu thereof called for that purpose. The Classification of the Board could have the effect of limiting the ability of other entities or persons to acquire control of the Fund or to change the composition of the Board of Trustees, and could have the effect of depriving the Fund’s shareholders of an opportunity to sell their shares at a premium over prevailing market prices, if any, by discouraging a third party from seeking to obtain control of the Fund. These provisions may have the effect of discouraging attempts to acquire control of the Fund, which attempts could have the effect of increasing the expenses of the Fund and interfering with the normal operation of the Fund.

PRIVACY NOTICE

Rev. May 2012

FACTS	WHAT DOES VERTICAL CAPITAL INCOME FUND DO WITH YOUR PERSONAL INFORMATION?

Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include:

	■	Social Security number	■	Purchase History

	■	Assets	■	Account Balances

	■	Retirement Assets	■	Account Transactions

	■	Transaction History	■	Wire Transfer Instructions

	■	Checking Account Information

	When you are no longer our customer, we continue to share your information as described in this notice.

How?	All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Vertical Capital Income Fund chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does Vertical Capital Income Fund share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

Questions?

Call 1-866-277-VCIF

Rev. May 2012

Who we are
Who is providing this notice?			Vertical Capital Income Fund
What we do
How does Vertical Capital Income Fund protect my personal information?			To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
How does Vertical Capital Income Fund collect my personal information?			We collect your personal information, for example, when you ■ Open an account ■ Provide account information ■ Give us your contact information ■ Make deposits or withdrawals from your account ■ Make a wire transfer ■ Tell us where to send the money ■ Tells us who receives the money ■ Show your government-issued ID ■ Show your driver’s license We also collect your personal information from other companies.
Why can’t I limit all sharing?			Federal law gives you the right to limit only ■ Sharing for affiliates’ everyday business purposes – information about your creditworthiness ■ Affiliates from using your information to market to you ■ Sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates			Companies related by common ownership or control. They can be financial and nonfinancial companies. ■ Vertical Capital Income Fund does not share with our affiliates.
Nonaffiliates			Companies not related by common ownership or control. They can be financial and nonfinancial companies ■ Vertical Capital Income Fund does not share with nonaffiliates so they can market to you.
Joint marketing			A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ■ Vertical Capital Income Fund doesn’t jointly market.

How to Obtain Proxy Voting Information

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

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

The Fund files its complete schedule of portfolio holdings with the SEC on a monthly basis on Form N-PORT for the first and third quarters of each fiscal year. Form N-PORT is available on the SEC’s website at http://www.sec.gov. The information on Form N-PORT is available without charge, upon request, by calling 1-866-277-VCIF.

Investment Adviser

Oakline Advisors, LLC

5301 Alpha Rd., Suite 80 - 222

Dallas, Texas 75240

Administrator

Gemini Fund Services, LLC

4221 North 203^rd St., Suite 100

Elkhorn, NE 68022

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 09/30/20 $167,000 N/A

FYE 09/30/19 $167,000 N/A

(b)

Audit-Related Fees

Registrant Advisor

FYE 09/30/20 $0 N/A

FYE 09/30/19 $0 N/A

(c)

Tax Fees

Registrant Advisor

FYE 09/30/20 $0 N/A

FYE 09/30/19 $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 09/30/20 $0 N/A

FYE 09/30/19 $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 09/30/2020 $0 N/A

FYE 09/30/2019 $0 N/A

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

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

Item 6. Schedule of Investments. See Item 1.

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

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

In order to fulfill its responsibilities under the Act, Oakline Advisors, LLC (hereinafter, “we” or “our”) has adopted the following policies and procedures for proxy voting with regard to direct investments in companies held in investment portfolios of our clients.

KEY OBJECTIVES

The key objectives of these policies and procedures recognize that a company’s management is entrusted with the day-to-day operations and longer term strategic planning of the company, subject to the oversight of the company’s board of directors. While “ordinary business matters” are primarily the responsibility of management and should be approved solely by the corporation’s board of directors, these objectives also recognize that the company’s shareholders must have final say over how management and directors are performing, and how shareholders’ rights and ownership interests are handled, especially when matters could have substantial economic implications to the shareholders.

Therefore, we will pay particular attention to the following matters in exercising our proxy voting responsibilities as a fiduciary for our clients:

Accountability. Each company should have effective means in place to hold those entrusted with running a company’s business accountable for their actions. Management of a company should be accountable to its board of directors and the board should be accountable to shareholders.

Alignment of Management and Shareholder Interests. Each company should endeavor to align the interests of management and the board of directors with the interests of the company’s shareholders. For example, we generally believe that compensation should be designed to reward management for doing a good job of creating value for the shareholders of the company.

Transparency. Promotion of timely disclosure of important information about a company’s business operations and financial performance enables investors to evaluate the performance of a company and to make informed decisions about the purchase and sale of a company’s securities.

DECISION METHODS

We generally believe that portfolio managers that invest in and track particular companies have a unique perspective to make decisions with regard to proxy votes. Therefore, we rely on that perspective to make the final decisions on how to cast proxy votes.

No set of proxy voting guidelines can anticipate all situations that may arise. In special cases, we may seek insight and expertise from outside sources as to how a particular proxy proposal will impact the financial prospects of a company, and vote accordingly.

In some instances, a proxy vote may present a conflict between the interests of a client, on the one hand, and our interests or the interests of a person affiliated with us, on the other. In such a case, we will abstain from making a voting decision and will forward all of the necessary proxy voting materials to the client to enable the client to cast the votes.

SUMMARY OF PROXY VOTING GUIDELINES

Election of the Board of Directors

We believe that good corporate governance generally starts with a board composed primarily of independent directors, unfettered by significant ties to management, all of whose members are elected annually. We also believe that some measure of turnover in board composition typically promotes more independent board action and fresh perspectives on governance. Of greater importance is the skill set of the proposed board member. We will also look at the backgrounds of the directors to gauge their business acumen and any special talent or experience that may add value to their participation on the board.

The election of a company’s board of directors is one of the most fundamental rights held by shareholders. Because a classified board structure prevents shareholders from electing a full slate of directors annually, we will pay special attention to efforts to declassify boards or other measures that permit shareholders to remove a majority of directors at any time.

Approval of Independent Auditors

We believe that the relationship between a company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related activities that do not raise an appearance of impaired independence.

We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with a company to determine whether we believe independence has been, or could be, compromised.

Equity-based compensation plans

We believe that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of directors, management, and employees by providing incentives to increase shareholder value. Conversely, we are opposed to plans that substantially dilute ownership interests in the company, provide participants with excessive awards, or have inherently objectionable structural features.

We will generally support measures intended to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees. These may include:

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

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

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

Corporate Structure

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

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

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

Shareholder Rights Plans

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

SUMMARY OF PROXY VOTING PROCEDURES

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

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

Proxy Voting Procedure

1) Notices received are reviewed by the Compliance Department;

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

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

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

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

CLIENT INFORMATION

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

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

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

As of September 30, 2020, Mr. Chapman, Chairman of the Board and Executive Vice President of the Adviser is the sole portfolio manager of the Fund. Mr. Chapman is responsible for management of the Fund’s investment portfolio and has served the Fund in this capacity since July 6, 2015. Mr. Chapman is not compensated through his share of the profits, if any, of the Adviser. Because the portfolio manager may manage assets for other pooled investment vehicles and/or other accounts (including institutional clients, pension plans and certain high net worth individuals) (collectively “Client Accounts”), or may be affiliated with such Client Accounts, there may be an incentive to favor one Client Account over another, resulting in conflicts of interest. For example, the Adviser may, directly or indirectly, receive fees from Client Accounts that are higher than the fee it receives from the Fund, or it may, directly or indirectly, receive a performance-based fee on a Client Account. In those instances, a portfolio manager may have an incentive to not favor the Fund over the Client Accounts. The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest. As of September 30, 2020, Mr. Chapman owned no shares of the Fund.

As of September 30, 2020, 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

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a) If the registrant is a closed-end management investment company, provide the following dollar amounts of income and fees/compensation related to the securities lending activities of the registrant during its most recent fiscal year:

(1) Gross income from securities lending activities;

(2) All fees and/or compensation for each of the following securities lending activities and related services: any share of revenue generated by the securities lending program paid to the securities lending agent(s) (“revenue split”); fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split; administrative fees that are not included in the revenue split; fees for indemnification that are not included in the revenue split; rebates paid to borrowers; and any other fees relating to the securities lending program that are not included in the revenue split, including a description of those other fees;

(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); and

(4) Net income from securities lending activities (i.e., the dollar amount in paragraph (1) minus the dollar amount in paragraph (3)).

Instruction to paragraph (a).

If a fee for a service is included in the revenue split, state that the fee is “included in the revenue split.”

(b) If the registrant is a closed-end management investment company, describe the services provided to the registrant by the securities lending agent in the registrant’s most recent fiscal year.

Item 13. Exhibits.

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

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

(a)(3) Not applicable.

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

SIGNATURES

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

(Registrant) Vertical Capital Income Fund

By (Signature and Title)

* /s/ Michael D. Cohen

Michael D. Cohen, President

Date 11/30/20

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

By (Signature and Title)

* /s/ Michael D. Cohen

Michael D. Cohen, President

Date 11/30/20

By (Signature and Title)

* /s/ Robert Chapman

Robert Chapman, Treasurer

Date 11/30/20

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

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: 11/30/20 /s/Michael D. Cohen

Michael D. Cohen, President

I, Robert Chapman, 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: 11/30/20 /s/ Robert Chapman

Robert Chapman, Treasurer

EX-99.906CERT

certification

Michael D. Cohen, President, and Robert Chapman, 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, 2020 (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.

President Treasurer

Vertical Capital Income Fund Vertical Capital Income Fund

/s/ Michael D. Cohen /s/ Robert Chapman

Michael D. Cohen Robert Chapman

Date: 11/30/20 Date: 11/30/20

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.

CODE OF ETHICS FOR SENIOR OFFICERS

Preamble

Section 406 of the Sarbanes-Oxley Act of 2002 directs that rules be adopted disclosing whether a company has a code of ethics for senior financial officers. The U.S. Securities and Exchange Commission (the "SEC") has adopted rules requiring annual disclosure of an investment company's code of ethics applicable to the company's principal executive as well as principal financial officers, if such a code has been adopted. In response, the Trust has adopted this Code of Ethics (the "Code").

Statement of Policy

It is the obligation of the senior officers of the Trust to provide full, fair, timely and comprehensible disclosure--financial and otherwise--to Trust shareholders, regulatory authorities and the general public. In fulfilling that obligation, senior officers must act ethically, honestly and diligently. This Code is intended to enunciate guidelines to be followed by persons who serve the Trust in senior officer positions. No Code of Ethics can address every situation that a senior officer might face; however, as a guiding principle, senior officers should strive to implement the spirit as well as the letter of applicable laws, rules and regulations, and to provide the type of clear and complete disclosure and information Trust shareholders have a right to expect.

The purpose of this Code of Ethics is to promote high standards of ethical conduct by Covered Persons (as defined below) in their capacities as officers of the Trust, to instruct them as to what is considered to be inappropriate and unacceptable conduct or activities for officers and to prohibit such conduct or activities. This Code supplements other policies that the Trust and its adviser has adopted or may adopt in the future with which Trust officers are also required to comply (e.g., code of ethics relating to personal trading and conduct).

Covered Persons

This Code of Ethics applies to those persons appointed by the Trust's Board of Trustees as Chief Executive Officer, President, Chief Financial Officer and Chief Accounting Officer, or persons performing similar functions.

Promotion of Honest and Ethical Conduct

In serving as an officer of the Trust, each Covered Person must maintain high standards of honesty and ethical conduct and must encourage his colleagues who provide services to the Trust, whether directly or indirectly, to do the same.

Each Covered Person understands that as an officer of the Trust, he has a duty to act in the best interests of the Trust and its shareholders. The interests of the Covered Person's personal interests should not be allowed to compromise the Covered Person from fulfilling his duties as an officer of the Trust.

If a Covered Person believes that his personal interests are likely to materially compromise his objectivity or his ability to perform the duties of his role as an officer of the Trust, he should consult with the Trust's chief legal officer or outside counsel. Under appropriate circumstances, a Covered Person should also consider whether to present the matter to the Trustees of the Trust or a committee thereof.

No Covered Person shall suggest that any person providing, or soliciting to be retained to provide, services to a Trust give a gift or an economic benefit of any kind to him in connection with the person's retention or the provision of services.

Promotion of Full, Fair, Accurate, Timely and Understandable Disclosure

No Covered Person shall create or further the creation of false or misleading information in any SEC filing or report to Trust's shareholders. No Covered Person shall conceal or fail to disclose information within the Covered Person's possession legally required to be disclosed or necessary to make the disclosure made not misleading. If a Covered Person shall become aware that information filed with the SEC or made available to the public contains any false or misleading information or omits to disclose necessary information, he shall promptly report it to Trust's counsel, who shall advise such Covered Person whether corrective action is necessary or appropriate.

Each Covered Person, consistent with his responsibilities, shall exercise appropriate supervision over, and shall assist, Trust service providers in developing financial information and other disclosure that complies with relevant law and presents information in a clear, comprehensible and complete manner. Each Covered Person shall use his best efforts within his area of expertise to assure that Trust reports reveal, rather than conceal, the Trust's financial condition.

Each Covered Person shall seek to obtain additional resources if he believes that available resources are inadequate to enable the Trust to provide full, fair and accurate financial information and other disclosure to regulators and Trust shareholders.

Each Covered Person shall inquire of other Trust officers and service providers, as appropriate, to assure that information provided is accurate and complete and presented in an understandable format using comprehensible language.

Each Covered Person shall diligently perform his services to the Trust, so that information can be gathered and assessed early enough to facilitate timely filings and issuance of reports and required certifications.

Promotion of Compliance with Applicable Government Laws, Rules and Regulations

Each Covered Person shall become and remain knowledgeable concerning the laws and regulations relating to the Trust and its operations and shall act with competence and due care in serving as an officer of the Trust. Each Covered Person with specific responsibility for financial statement disclosure will become and remain knowledgeable concerning relevant auditing standards, generally accepted accounting principles, FASB pronouncements and other accounting and tax literature and developments.

Each Covered Person shall devote sufficient time to fulfilling his responsibilities to the Trust.

Each Covered Person shall cooperate with the Trust's independent auditors, regulatory agencies and internal auditors in their review or inspection of the Trust and its operations.

No Covered Person shall knowingly violate any law or regulation relating to the Trust or their operations or seek to illegally circumvent any such law or regulation.

No Covered Person shall engage in any conduct involving dishonesty, fraud, deceit or misrepresentation involving the Trust or its operations.

Promoting Prompt Internal Reporting of Violations

Each Covered Person shall promptly report his own violations of this Code and violations by other Covered Persons of which he is aware to the Chairman of the Trust's Audit Committee.

Any requests for a waiver from or an amendment to this Code shall be made to the Chairman of the Trust's Audit Committee. All waivers and amendments shall be disclosed as required by law.

Sanctions

Failure to comply with this Code will subject the violator to appropriate sanctions, which will vary based on the nature and severity of the violation. Such sanctions may include censure, suspension or termination of position as an officer of the Trust. Sanctions shall be imposed by the Trust's Audit Committee, subject to review by the entire Board of Trustees of the Trust.

Each Covered Person shall be required to certify annually whether he has complied with this Code.

No Rights Created

This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern the Trust's senior officers in the conduct of the Trust's business. It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity.

Recordkeeping

The Trust will maintain and preserve for a period of not less than six (6) years from the date such action is taken, the first two (2) years in an easily accessible place, a copy of the information or materials supplied to the Board (1) that provided the basis for any amendment or waiver to this Code and (2) relating to any violation of the Code and sanctions imposed for such violation, together with a written record of the approval or action taken by the Board.

Amendments

The Trustees will make and approve such changes to this Code of Ethics as they deem necessary or appropriate to effectuate the purposes of this Code.