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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 811-22554
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [X] Form N-SAR [ ] Form N-CSR
For Period Ended: September 30, 2012
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _______________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Vertical Capital Income Fund
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(Full Name of Registrant)
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(Former Name if Applicable)
450 Wireless Blvd.
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(Address of Principal Executive Office)
Hauppauge, New York 11788
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(City, State and Zip Code)
PART II - RULE 12b-25 (b) AND (c)
If the subject report could not be filed out without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form
N-SAR or Form N-CSR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due
date; or the subject quarterly portion thereof, will be filed
on or before the fifth calendar day following the prescribed
due date; and
[ ] (c) The accountant's statement or exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time period.
The Independent Registered Public Accounting Firm has not released
the Internal Control Letter in connection with the NSAR filing. It is
expected that the Internal Control Letter will be forthcoming following
additional review by management.
PART IV - OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification.
Harris Cohen 631 470-2643
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant changes in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or in the portion thereof? [ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
Vertical Capital Income Fund
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(Name of Registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 29, 2012 /s/ Harris Cohen
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Name: Harris Cohen
Title: Asst. Treasurer