SecProbe.io

June 2, 2011    JoAnn M. Strasser, Esq. Thompson Hine LLP 312 Walnut Street, 14
th Floor
Cincinnati, Ohio 45202  Re: Vertical Capital Income Fund  File Nos. 333-173872 and 811-22554  Dear Ms. Strasser:
We have reviewed the registration stat ement on Form N-2 for Vertical Capital
Income Fund  (the “Fund”) filed with  the Commission on May 3, 2011, in connection
with the proposed continuous offering of shares of its beneficial intere sts.  The Fund is an
interval fund with a fundamental policy to make quarterly repurchases of its shares.  Based upon our review of the registration statement, we have the following comments.  For convenience, we generally organized our comments using headings and defined
terms from the registration statement.
Prospectus

Prospectus Summary Investment Objective and Policies Investment Strategies
1. Disclosure in these sections states that th e Fund invests in debt securities that are
secured by residential real es tate (i.e. mortgage loans a nd related notes and security
agreements in the form of a mortgage or deed of trust).  Sect ion 3(c)(5)(C) of the
Investment Company Act of 1940 excludes from the definition of “investment
company” any person not engaged in the bus iness of issuing redeemable securities
who is primarily engaged “purchasing or  otherwise acquiring mortgages and other
liens on and interests in real  estate.”  Accordingly, based upon the Fund’s proposed
principal investment strategy, please provide your legal an alysis and any support for
your view that the Fund is not excluded from  the definition of an investment company
under Section 3(c)(5)(C ) of the Investment Compa ny Act of 1940.  We may have
additional comments based upon your response.

2. Disclosure in these sections states that th e Fund invests in debt securities issued by
private issuers in the real estate sector that are secured by residential real estate (i.e.
mortgage loans and related notes and security  agreements in the form of a mortgage
or deed of trust).  It is our view that priv ately issued asset-backed  securities, including
mortgaged-backed securities, represent invest ments in an industry for purposes of the
fundamental policy on industry concentra tion.  Accordingly, please revise the
disclosure here and throughout the registrati on statement to reflect that the Fund will
concentrate in an industry or group of relate d industries related to  its investment in
debt securities backed by residential real estate.  In addition, please add disclosure
identifying the industry or industries, and describing th e risks associated with
concentration in such industry or industries.
 3. Please clarify that the Fund may invest s ubstantially all its assets in subprime
mortgages held by individual homeowners.  Also, please clarify whether the Fund
will purchase individual mortgages or will th e Fund purchase an interest in a pool of
mortgages.  Finally, please clarify whether the Fund will limit its investment to only United States mortgages.
 4. Disclosure states that the Fund will purchase  securities “issued by issuers in the real
estate sector.”  Please disclose the en tities or persons from whom the Fund will
purchase its portfolio of real  estate-backed securities.
 5. Please add disclosure identifying the type s of “collateral” backing the Fund’s
investment in real estate-backed debt securities.
 6. Please disclose the strategy and risks relati ng to the Fund proposed investment of “up
to 20% of the Fund’s assets in non-performing notes secured by residential real estate.”

Summary of Risks

7. Under a separate heading, please disclose th e risks associated with holding defaulted
securities, including those securities in which the issuer has sought bankruptcy protection.  Also, please add disclosure here stating that the Fund “anticipates a
significant likelihood of default” by issuers of  its real estate-back ed debt securities.
 8. Please add disclosure to the section Fixed Income Risk  stating that a rise in interest
rates will cause an increase in the risk of default.
 9. Please add risk disclosure that the real esta te backing the Fund’s investment in debt
securities may be subject to certain environmental risks.

Summary of Fund Expenses

10. Please disclose in the Shareholder Transa ction Expenses secti on of the table the
Fund’s $15 fee for the wire transfer of repurchase proceeds.
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  11. The table contains a line item Acquired Fund Fees and Expenses  relating to the
Fund’s indirect costs of i nvesting in other investment  companies.  Please add
disclosure to the Prospectus Summary of the Fund’s proposed investment in other
investment companies.
 12. Footnote 3 provides that the A dviser has agreed contractuall y to waive its fees and to
pay or absorb the ordinary annual opera ting expenses of the Fund (including
organizational and offering expenses with cer tain exceptions) to the extent that such
expenses exceed 1.85% of the Fund’s averag e daily net assets.  Please include in
footnote 3 an estimate of the following:

• The size of the offering in dollars and shares;
• The total offering costs in do llars and costs per share;
• The offering costs expected to be paid by the Adviser in dollars and costs per
share; and
• The offering costs expected to be paid  by the Fund in dollars and costs per
share.

Use of Proceeds

13. Please revise the disclosure in the section to  clarify how long it will take to invest all
or substantially all the proceeds from th e offering in accordance with the Fund’s
investment objective.  See Guide 1 of Form N-2.

Statement of Additional Information

Fundamental Policies
 14. Disclosure states that the Fund will invest primarily in securities issued by issuers in the real estate sector which will be secured by residential real estate.  Please revise
fundamental policy (4) to state that the F und will concentrate in the industry or group
of related industries connected to the Fund’s investment in privately issued mortgage
backed securities.
General Comments

15. Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the registration statement.

16. We note that portions of the filing are incomplete.  We may have additional
comments on such portions when you complete them in pre-effective amendments, on disclosures made in response to this le tter, on information you supply to us, or on
exhibits added in any pre-effective amendments.
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17. If you intend to omit certain information fr om the form of prospectus included with
the registration statement that is declared  effective, in reliance on Rule 430A under
the Securities Act, please identify the omitted information to us, preferably before filing the final pre-effective amendment.

18. Please advise us if you have submitted or expect to submit exemptive applications or no-action requests in connection w ith your registration statement.

19. Responses to this letter should be in th e form of a pre-eff ective amendment filed
pursuant to Rule 472 under the Securities Act.   Where no change will be made in the
filing in response to a comment, please indicate this fact in a letter to us and briefly
state the basis for your position.
 20. We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require to make an informed decision.  Since the Fund and its
management are in possession of all f acts relating to the Fund’s disclosure.

 Notwithstanding our comments, in the ev ent the fund requests acceleration of the
effective date of the pending registration st atement, it should furnish a letter, at the
time of such request, acknowledging that   ‚ should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing ef fective, does not relieve  the Fund from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and
‚ the Fund may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Division of Investment Management in
connection with our review of your filing or  in response to our comments on your filing.

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We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

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 Please direct any questions you may have re garding the filing or this letter to me
at 202.551.6956.
         S i n c e r e l y ,           Brion R. Thompson       Senior Counsel