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May 17, 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 on the Proxy to which the Registrant responded by letter
dated February 13, 2023. On February 28, 2023, you provided supplemental comments to the proposed revisions to the Proxy and the February
13, 2023, response letter, to which the Registrant responded by letter dated March 10, 2023. On March 27, 29, and 30, 2023, you provided
oral comments on a response provided in the March 10, 2023, response letter related to "bundling", to which the Registrant responded
by letter dated April 5, 2023. On April 6, 2023, you provided supplemental comments to the proposed revisions to the Proxy described in
the April 5, 2023, response letter as well as additional comments related to a previously raised affiliated transaction issue. On April
27, 2023, you and other members of the SEC staff provided supplemental comments to the proposed revisions to the Proxy described in a
draft response letter as well as further comments related to a previously raised affiliated transaction issue. On May 4, 2023, and subsequently
the Registrant and other parties conferred with the SEC staff on no-action letter relief related to Section 17(d) of the Investment Company
Act and Rule 17d-1 thereunder. Please find below a summary of your comments as well as other SEC staff 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 clean version of the current working draft of the Proxy as well as a version
of the Proxy marked against the last

working draft submitted as Correspondence on EDGAR,
is attached to aid in your review.

General Guidance. Please file as correspondence
on EDGAR the Registrant's fourth response letter and, if relevant, 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.

PROXY STATEMENT

Comment 1. In Proposal #11, the Registrant asks
for approval of "… the Amended and Restated Declaration of Trust for the Fund in its entirety." The SEC staff finds this
catch all inconsistent with Rule 14a-4(a)(3) which requires clear identification of each matter to be acted upon. Since the current Proposal
#11 would capture items already addressed in Proposals #5 - #10, the SEC staff finds Proposal #11 unclear. Please revise Proposal #11
to the effect that it is seeking approval of items not already addressed in Proposals #5 - #10 and make conforming edits throughout the
Proxy.

Response. The Registrant has restated Proposal
#11 as "To approve of all other changes to the Fund's Declaration of Trust not addressed in Proposals 5-10." The Registrant
has also made conforming edits to the Proxy.

Comment 2. In the sub-section entitled Summary
of Certain Aspects of Delaware Control Share Acquisition Statute, please revive the paragraph that describes a summary of certain
positive and negative effects of the Delaware Control Share Acquisition Statute and the exemptions in the proposed Amended and Restated
By-Laws.

Response. The Registrant has revived the paragraph
below.

The Control Share Statute has the potential to
serve as a defensive measure or anti-takeover device against activist investors' proposals. As such, the Control Share Statute may protect
the long term interests of Fund shareholders by limiting the ability of activist investors to use their ownership to attempt to disrupt
the Fund's long term strategy such as by forcing a liquidity event. However, the Control Share Statute may also

serve to entrench the Board and make it less
responsive to shareholder requests. The totality of positive or negative affects is difficult to predict as the Control Share Statute
has been in effect for a relatively short period of time.

Comment 3.

(A)
The SEC staff remains concerned that when viewed as a totality, the Transaction
raises Section 17(d) and Rule 17d-1 joint transaction issues. This concern was raised in the original comment set given on January 20,
2023. The SEC staff believes that a representation (substantially as follows) should be made in the Proxy Statement to the effect that
the Transaction is a joint transaction and that the Transaction will be conditioned on receipt of no action relief from the SEC staff.
"Closing of the Transaction is conditioned on the receipt of all required regulatory approvals, including no-action relief from the
SEC Staff under the provision of the Investment Company Act that governs affiliated joint transactions for the series of transactions
contemplated by the Transaction Agreement." Additionally, the SEC requests that in response to this comment, the Registrant specify
whether, in addition to Carlyle, any other participant in the joint arrangement will be an affiliated person of the Fund.

(B)
On May 15, 2023, the SEC staff provided suggested edits to the proposed
no-action letter as well as follow up edits to the Proxy Statement. The suggested edits to the Proxy are substantially as follows. "Additionally,
the Closing of the Transaction is conditioned on the receipt of all required regulatory approvals, along with the SEC Staff taking a no-action
position under the provision of the Investment Company Act that governs affiliated joint transactions for the series of actions contemplated
by the Transaction Agreement."

Response.

(A)
As discussed on April 6, 2023, and April 27, 2023, the SEC Staff expressed
concerns to the Fund regarding Section 17(d) and Rule 17d-1 under the 1940 Act. While the Fund and Carlyle disagree with the SEC staff's
position, the Fund hereby commits to collaborate with Carlyle to submit to the SEC Staff, as promptly as practicable, a no-action request
to address the Staff's concerns. Closing of the transaction would be conditioned on the receipt of such no-action determination,

whether delivered by the Staff orally or in writing.
The Fund will also include language in the definitive Proxy Statement substantially as follows. "Additionally, the Closing of the
Transaction is conditioned on the receipt of all required regulatory approvals, including no-action relief from the SEC Staff under the
provision of the Investment Company Act that governs affiliated joint transactions for the series of transactions contemplated by the
Transaction Agreement." (Please note this language has been subsequently modified in response to (B) above).

The Registrant notes that as disclosed in the Preliminary
Proxy Statement as well as in drafts of the definitive Proxy Statement, certain entities entered into voting agreements with the Fund
and Carlyle and were identified as beneficial owners of more than 5% of Fund shares (Almitas Capital LLC, Saba Capital Management, L.P.,
Bulldog Investors, LLC, and Relative Value Partners Group, LLC). The Registrant acknowledges that the parties described above are affiliated
persons of the Fund. Subsequent to the Preliminary Proxy filing, Sit Investment Associates, Inc. disclosed on Schedule 13D, that it too
is a beneficial owner of more than 5% of fund shares. Sit Investment Associates, Inc. is not a party to any voting agreement or other
agreement with the Fund or Carlyle.

(B)
The Registrant understands that legal counsel for Carlyle Global Credit
Investment Management L.L.C. will be submitting a no-action letter request that includes the edits requested by the SEC Staff. The suggested
edits to the Proxy have been adopted as follows. "Additionally, the Closing of the Transaction is conditioned on the receipt of all
required regulatory approvals, along with the SEC Staff taking a no-action position under the provision of the Investment Company Act
that governs affiliated joint transactions for the series of actions contemplated by the Transaction Agreement."

Comment 4. The question-and-answer disclosures
on or about pages seven and eight, "Why am I being asked to approve specific elements of the amendments to and restatement of
the Fund's Agreement and Declaration of Trust, as well as remaining changes at the Second Meeting?" and "Why am I being asked
to separately approve certain specific proposed changes to the Fund's Agreement and Declaration of Trust at the Second Meeting?"
are somewhat repetitive. Please consider if these questions and their respective answers should be consolidated.

Response. Upon review, the Registrant agrees
that there is some overlap in these questions, but believes that the separation of certain aspects is informative to shareholders and
should remain as is.

If you have any questions
concerning the responses in this letter, please contact JoAnn Strasser at (614) 469-3265 or Parker Bridgeport at (614) 469-3238.

 Sincerely,

Parker Bridgeport