REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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


In planning and performing our audit of the financial statements
of Vertical Capital Income Fund (the Fund), a series of shares
of  Vertical Capital Income Fund, Inc., as of and for the period
December 30, 2011 (commencement of operations) thru September 30,
2012, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), we considered
its internal control over financial reporting, including control
activities for safeguarding securities, as a basis for designing
our auditing procedures for the purpose of expressing our opinion
on the financial statements and to comply with the requirements of
Form N-SAR but not for the purpose of expressing an opinion on the
effectiveness of the Funds internal control over financial reporting.
Accordingly, we express no such opinion.

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

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

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


Our consideration of the Funds internal control over financial reporting
was for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
material weaknesses under standards established by the PCAOB.  However,
we noted no deficiencies in the internal control over financial reporting
and its operations, including controls for safeguarding securities that we
consider to be material weaknesses, as defined above, as of September 30, 2012.

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




							BBD, LLP


Philadelphia, Pennsylvania
December 3, 2012