SecProbe.io

CORRESP
1
filename1.htm

February 13, 2023

Anu Dubey

Senior Counsel

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Re:	Vertical Capital Income
Fund File Nos. 333-208597 and 811-22554

Dear Ms. Dubey:

On January 13, 2023, Vertical Capital
Income Fund (the "Registrant") filed a Preliminary Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (the "Proxy"). On January 20, 2023, you provided oral comments. Please find below a summary of your comments and the
Registrant's responses, which the Registrant has authorized Thompson Hine LLP to make on its behalf. Unless otherwise noted, capitalized
terms used herein shall have the same meaning prescribed to them in the Proxy. A marked version of the draft Definitive Proxy Statement
is attached to aid in your review. The contents of Exhibits A, B,C and E have not changed and are omitted for the sake of convenience.
Exhibit D is also omitted, because the small change to its contents is presented in the response to Comment 39 below. Also, please note
that the Board of Trustees has decided to hold two shareholder meetings rather than a single meeting. Relevant changes have been included
in the draft Definitive Proxy Statement.

General Guidance. Please file as correspondence
on EDGAR the Registrant's response letter and a marked copy of the proxy statement sufficiently in advance of filing the definitive version
of the proxy statement to allow for SEC staff review and adequate time for resolution of all comments.

Comment 1. If the Delaware Control Share Statute
affects the vote for any of the six proposals, please disclose this in the proxy statement and how it affects the vote for each of the
six proposals.

Response: The Registrant is not aware of any
effect of the Delaware Control Share Statute will have on the vote for each of the six proposals.

Comment 2. In the introductory letter please
change "several proposals" to "six proposals."

Response: The Registrant has made the requested
edit.

Comment 3. In the introductory letter please
change the heading "Board Proposals" to "Fund Proposals."

Response: The Registrant has made the requested
edit.

Comment 4. In the introductory letter
please describe the expected timing of the actions described as:

 (i) make a special one-time payment to shareholders
of $10,000,000 or approximately $.96 per share,

 (ii) make a tender offer to purchase up to $25,000,000
of currently existing Fund shares at the then-current net asset value, and

 (iii) invest at least $25,000,000 in the Fund by purchasing newly issued shares and acquiring shares in private
purchases.

Response: The Registrant has included disclosure
of the expected timing of (i), (ii) and (iii).

Comment 5. The filing of the
preliminary proxy statement constitutes a "public announcement" of the tender offer by CGCIM pursuant to Rule 14e-5 under the
Securities Exchange Act of 1934. Disclosures indicate that CGCIM may be purchasing or making arrangements to purchase Fund shares outside
of the tender offer. Please provide an analysis as to how these activities are consistent with Rule 14e-5.

Response: Rule 14e-5 of the
Securities Exchange Act of 1934 ("Rule 14e-5") prohibits, in relevant part, a "covered person" from directly or indirectly
purchasing or arranging to purchase any subject securities or any related securities except as part of a tender offer. This prohibition
on purchases (or arrangements to purchase) applies from the time of public announcement of a tender offer until the time the tender offer
expires. Therefore, purchases (or arrangements to purchase) of any subject securities or any related securities following the expiration
of a tender offer are not prohibited by Rule 14e-5.

The arrangements made by CGCIM
to purchase (or to cause one of its affiliates to purchase) Fund shares outside of the tender offer are consistent with the requirements
set forth in Rule 14e-5 because (i) CGCIM and its affiliates will not purchase (and have not otherwise made arrangements to purchase)
Fund shares outside of the tender offer during the period of time from the public announcement of the tender offer to the expiration of
the tender offer and (ii) all contractual arrangements involving the purchase of Fund shares outside of the tender offer were executed
prior to the public announcement of the tender offer and will not close until after the expiration of the tender offer. The Registrant
has revised its disclosure to clarify that this arrangement to purchase Fund shares would take place following the expiration of the tender
offer.

Comment 6. For each of the
following, please explain how CGCIM or one of its affiliates making a tender offer to buy up to $25,000,000 of Fund shares, investing
at least $25,000,000 in the Fund, making a one-time payment of $10,000,000 to shareholders, and entering into voting agreements with the
Fund and certain beneficial shareholders is not inconsistent with Section 17(a) and Section 17(d) of the 1940 Act.

Response: The Registrant
does not believe that the tender offer is prohibited action under Section 17(a) or Section 17(d) as the tender offer does not involve
the Fund as a party. Section 17(a) prohibits a fund affiliate or its affiliate from (i) selling a security or other property to a fund,
(ii) purchasing a security or other property from a fund (except fund securities), (iii) borrow money or other property from a fund, or
(iv) loaning money or other property to a fund in contravention of related rules. Section 17(d) prohibits a fund affiliate or its affiliate
from acting as principal to effect any transaction with a fund that is a joint or a joint and several participant with such person in
contravention of related rules designed to prevent a fund from participating on a basis different from or

less advantageous than that of such other participant
(i.e., Rule 17d-1). Rule 17d-1 under the 1940 Act prohibits a
fund affiliate and its affiliates from participating in a joint enterprise, unless an application regarding the transaction has been filed
with and approved by the Commission.

The Registrant notes that CGCIM currently is not an
affiliate of the Fund, and that these payments are being made pursuant to the Transaction Agreement between CGCIM and the Fund that was
entered into while they are unaffiliated. Therefore, Sections 17(a) and 17(d) would not apply to Carlyle's agreement to commence a tender
offer to buy up to $25,000,000 of Fund shares, invest at least $25,000,000 in the Fund, and make a one-time payment of $10,000,000 to
shareholders.

Further, the Registrant does
not believe entering into voting agreements is described as prohibited action under Section 17(a) or Section 17(d) because Sections 17(a)
and 17(d) do not prohibit voting agreements. Section 17(a) addresses sales, purchases, borrowing and loans, none of which are part of
the Fund's obligations under the voting agreements. Further, the voting agreements do not implicate Section 17(d) because they do not
create a profit-making type endeavor in which the Fund could be disadvantaged. The Registrant also respectfully notes that it is common
practice for funds enter into voting agreements with respect to such fund's own securities with investors who could be deemed to be affiliates.

Comment 7. Confirm to the
SEC staff that advisory fees to be paid to CGCIM are not being used to subsidize any of the payments that CGCIM or an affiliate will be
making in the actions described as:

 (i) make a special one-time payment to shareholders
of $10,000,000 or approximately $.96 per share,

 (ii) make a tender offer to purchase up to $25,000,000
of currently existing Fund shares at the then-current net asset value, and

 (iii) invest at least $25,000,000 in the Fund by purchasing newly issued shares and acquiring shares in private
purchases.

Response: The Registrant
confirms that the advisory fees to be paid to CGCIM are not being used to subsidize any of the payments to be made by CGCIM or its affiliates.

CGCIM and its affiliates will make such payments with
existing cash on their respective balance sheets. The Registrant notes that it is anticipated that some of the transactions proposed will
be completed before the CGCIM would be eligible to collect an advisory fee. The Registrant further notes that the advisory fees were the
result of arms-length negotiations approved by the Board under the 15(c) process.

Comment 8. Under the section
entitled QUESTIONS AND ANSWERS, in the second paragraph of the answer to the question "Why am I receiving the enclosed Proxy Statement?",
please include disclosure to the effect of "subject to shareholder approval" when describing Board approval of the amended and
restated Agreement and Declaration of Trust and By-Laws.

Response:
The Registrant has made the requested addition.

Comment 9. Under the section
entitled QUESTIONS AND ANSWERS, in the answer to the question "Why am I being asked to approve a new investment advisory agreement?",
please include disclosure to the effect that the 1940 Act requires shareholder approval.

Response:
The Registrant has made the requested addition.

Comment 10. Under the section
entitled QUESTIONS AND ANSWERS, in the second paragraph of the answer to the question "Will there be any changes to Fund fees and
expenses under the New Advisory Agreement?", please include disclosure of any ability of CGCIM to recoup waived expenses and briefly
describe the terms of any recoupment ability.

Response: The Registrant notes
there is no ability to recoup and has added a recitation to this effect to further clarify this point.

Comment 11. Under the section
entitled QUESTIONS AND ANSWERS, in the second paragraph of the answer to the question "Will there be any changes to Fund fees and
expenses under the New Advisory Agreement?", please include disclosure of any ability of CGCIM to recoup waived expenses described
as "irrevocably waive[d]" and briefly describe the terms of any recoupment ability.

Response: The Registrant notes
there is no ability to recoup and has added a recitation to this effect to further clarify this point.

Comment 12. Under the section
entitled QUESTIONS AND ANSWERS, in the answer to the question "Why am I being asked to approve a change in the Fund's classification
from a diversified investment company to a non-diversified investment company?", please include disclosure of a description of a
diversified fund versus a non-diversified fund such as "a non-diversified fund is not limited in its investment in any one issuer
by the 1940 Act."

Response: The Registrant has
included a disclosure as requested.

Comment 13. Under the section
entitled QUESTIONS AND ANSWERS, in the answer to the question "Why am I being asked to approve a change in the Fund's classification
from a diversified investment company to a non-diversified investment company?", please include disclosure to the effect that diversification
is a fundamental policy that can only be changed by shareholder approval under the 1940 Act.

Response: The Registrant has
included a disclosure as requested.

Comment 14. Under the section
entitled QUESTIONS AND ANSWERS, in the answer to the question "Why am I being asked to approve a change in the Fund's industry concentration
policy?", please include disclosure to the effect that industry concentration is a fundamental policy that can only be changed by
shareholder approval under the 1940 Act.

Response:
The Registrant has included a disclosure as requested.

Comment 15. Under the section
entitled QUESTIONS AND ANSWERS, in the second paragraph of the answer to the question "If the Proposals are approved by the Fund's
shareholders, are any changes expected with respect to the Fund's investment objective, investment strategies or name?", with respect
to the definition of instruments included under the Fund's proposed 80% investment policy, please remove "(vi) preferred stock"
as it is not a credit instrument.

Response:
The Registrant has made the requested revision.

Comment 16. Under the section
entitled QUESTIONS AND ANSWERS, in the second paragraph of the answer to the question "If the Proposals are approved by the Fund's
shareholders, are any changes expected with respect to the Fund's investment objective, investment strategies or name?", with respect
to the definition of instruments included under the Fund's proposed 80% investment policy, please further define "(ix) other credit-related
instruments" that are part of the Fund's proposed principal strategies.

Response: For purposes
of the Fund's proposed investment policy of investing at least 80% of its assets in credit-related instruments, the Registrant includes
credit instruments of any kind. The Registrant has highlighted those categories of credit instruments that it expects to constitute its
most significant investments. Other credit investments is intended to clarify that a credit instrument that does not fall within one of
the other enumerated categories would still be a permitted investment for the Fund consistent with its 80% policy. This language also
is intended to provide the Fund with the flexibility to invest in new types of credit instruments that may be developed in the future.
The Registrant respectfully notes that other registrants have included this disclosure without further defining this language.

Comment 17. Under the section
entitled QUESTIONS AND ANSWERS, please add a new question and answer addressing how the principal investment risks of the Fund will change
under the proposed principal investment strategy.

Response:
The Registrant has made the requested addition.

Comment 18. Under the section
entitled QUESTIONS AND ANSWERS, please add a new question and answer addressing:

 (1) The approximate percentage of portfolio securities that will be repositioned to execute the new investment
strategy, including the condition to sell assets described on page two, and comply with the Fund's proposed concentration policy.

 (2) Who will bear the costs of repositioning.

 (3) Estimated cost of repositioning expressed as dollars and percent of Fund assets.

 (4) Any significant tax impact of repositioning including an estimate of capital gains that could result from
sales of portfolio securities.

Response:
The Registrant has made the requested addition.

Comment 19. Under the section
entitled QUESTIONS AND ANSWERS, in the answer to the question "Are the Proposals contingent on one another?", please include
disclosure to the effect that "none" of the proposals will take effect if all are not approved. Also, please include a similar
revision throughout the proxy statement when such a disclosure or similar disclosure is presented.

Response:
The Registrant has included disclosures as requested.

Comment 20. Under the section
entitled QUESTIONS AND ANSWERS, in the answer to the question "What will happen if shareholders of the Fund do not approve the Proposals?",
if accurate, please include disclosure to the effect that the Fund may be liquidated, and if liquidated, shareholders would receive the
net asset value of their shares.

Response:
The Registrant has included disclosures as requested.

Comment 21. Under the section
entitled NOTICE OF SPECIAL MEETING OF SHAREHOLDERS, in the introduction please change the heading "Specific Board Proposals"
to "Specific Fund Proposals."

Response:
The Registrant has included disclosures as requested.

Comment 22. Under the section
entitled INTRODUCTION in the proxy statement, following the first paragraph disclosure relating to "provide a measure of liquidity
for shareholders that wish to exit their investment through a tender offer," please include a disclosure that alerts shareholders
that because the tender offer is limited to $25,000,000 shareholders may not be able to participate to the extent they want if the tender
offer is oversubscribed.

Response:
The Re