SecProbe.io

CORRESP
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 CORRESP

 Dechert LLP 1900 K Street, N.W.
 Washington, DC 20006-1110 +1 202 261 3300 Main
 +1 202 261 3333 Fax

 Matthew Barsamian
 Partner

 Matthew.Barsamian@dechert.com +1 202 261 3392
Direct +1 202 261 3013 Fax
 March 20, 2026 VIA EDGAR
 Securities and Exchange Commission 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Megan F. Miller

 Re:
 Carlyle Credit Income Fund (File No. 811-22554)
 Dear Ms. Miller: On behalf of
Carlyle Credit Income Fund (the “ Fund ”), we hereby respond to the comments provided by the staff (the “ Staff ”) of the Securities and Exchange Commission (“ SEC ”) in a telephone call on
February 18, 2026 between Megan F. Miller, of the Staff, and Matthew Barsamian and Katherine Pino of Dechert LLP, counsel to the Fund, regarding (i) the Fund’s Annual Report on Form N-CSR for
the fiscal year ended September 30, 2025 (File No. 811-22554), filed with the SEC on November 18, 2025 (the “ Annual Report ”). For your convenience, each of the Staff’s
comments is numbered and presented in bold, italicized text below, and each comment is followed by the Fund’s response.

 1.
 Comment : Assets and liabilities that are not measured at fair value but are
presented at an amount that approximates fair value should include the level in which the investment would be classified in the fair value hierarchy. Please include this disclosure, as required per ASC 825-10-50-10 on a prospective basis.
 Response : The Fund respectfully acknowledges the Staff’s comment and supplementally confirms that it will include
all disclosures as required per ASC 825-10-50-10 in future reports.

 2.
 Comment : The Staff notes that the total return is shown in the
financial highlights for both the market price and the net asset value (“NAV”). Going forward, please include a footnote for the total return that explains the differences between the calculations for the market price and the net asset
value. Please refer to Form N-2, Item 4, Instructions 13 and 14.

 March 20, 2026 Page
 2

 Response : The Fund respectfully acknowledges the Staff’s comment
and confirms that, going forward, the Fund will distinguish Total Return based on NAV and Total Return based on market price and provide an explanatory footnote in future filings on Form N-CSR.

 3.
 Comment : The Staff notes that, in the EDGAR filing of the
Fund’s Annual Report, the footnote numbers to the Fees and Expenses table are missing.
 Response : The Fund respectfully acknowledges the Staff’s comment and notes that the version of the Annual Report
that was transmitted to shareholders and made available to investors on the Fund’s website accurately renders the footnote numbers. The missing footnote numbers in the EDGAR filing appear to be the result of a technical issue relating to the
Fund’s filing on Form N-CSR. The Fund observes that, while the numbers adjacent to each footnote did not render properly on EDGAR, the content of each footnote is accurate and aligns with what is
contained in the Annual Report. The Fund supplementally confirms that it will take steps to ensure that the footnote numbers are rendered properly in future EDGAR filings.

 4.
 Comment : The Staff notes that the Fund’s website is not updated in
certain areas. For example, the Fund’s tax information is only updated through 2022. Please consider updating.
 Response : The Fund respectfully acknowledges the Staff’s comment and confirms that it has audited the Fund’s
website in light of tax-related and other disclosure requirements and is in the process of making changes to conform with those requirements, including the removal of certain outdated information.

 a.
 In addition, please consider adding additional disclosure in marketing and other materials published on
the Fund’s website that references distribution rates to the extent such rates include a significant return of capital.
 Response : The Fund respectfully acknowledges the Staff’s comment and supplementally confirms that it will include
additional disclosure in the Fund’s marketing and other materials that references the Fund’s distribution rates to the extent such rates include a significant return of capital.

 March 20, 2026 Page
3

 5.
 Comment : The Staff notes that the average dollar amount of borrowing and
average interest rate was disclosed for the line of credit but not included for the preferred shares, and is not disclosed in aggregate across the Fund. Please update in future filings to also include the aggregate disclosure as required by
Regulation S-X 6-07.3.
 Response : The Fund respectfully acknowledges the Staff’s comment and supplementally confirms that it will include the
aggregate disclosure as required by Regulation S-X 6-07.3 in its future reports.
 * * * * * * * If you have any questions
regarding this letter or if you require additional information, please do not hesitate to contact the undersigned by telephone at (202) 261-3392 (or by email at matthew.barsamian@dechert.com).
 Sincerely, /s/ Matthew Barsamian
 Matthew Barsamian

 cc:
 Jennifer Juste, Carlyle Credit Income Fund

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CORRESP

 900 G STREET NW

WASHINGTON, D.C. 20001

TELEPHONE:
+1-212-455-2000

FACSIMILE:
+1-212-455-2502

 Direct Dial Number

 (202) 636-5879

 E-mail Address

christopher.healey@stblaw.com

 September 29, 2023

 Via
EDGAR

 Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Anu Dubey

 
 Ken Ellington

Re:
 Carlyle Credit Income Fund

 
 Registration Statement on Form N-2

 
 (File Nos. 333-272426 and
811-22554)

 Ladies and Gentlemen:

On behalf of Carlyle Credit Income Fund (the “Fund”), a registered closed-end fund, we hereby
provide responses to the comments from the staff (the “Staff”) of the Division of Investment Management of the U.S. Securities and Exchange Commission (the “Commission”) regarding
Pre-Effective Amendment No. 3 (“Amendment No. 3”) to the above-referenced shelf registration statement on Form N-2 (the “Registration
Statement”) in connection with the registration of the offer and sale from time to time of common shares, preferred shares, subscription rights, and debt securities of the Fund.

For convenience of reference, the Staff’s comments have been reproduced herein. Please note that all page numbers in our responses are
references to the page numbers of Amendment No. 3. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No. 3.

Legal Comment

1.
 Please resubmit comment response #9 and revise the second sentence of that response to replace “50/50
joint venture” with “joint venture where the Fund and another party share equal control.”

Response: The Fund respectfully notes that, as discussed with the Staff, it may in the future participate in a joint venture where the
Fund and another party share equal control and that such participation would not constitute the Fund having primary control of such vehicle.

Securities and Exchange Commission

September 29, 2023

 Accounting Comment

2.
 Please ensure that the financial highlights present ten years per the instructions of form N-2. It is noted that the Registration Statement shows nine full years and the March 31, 2023 semi-annual financial highlights. Please undertake to include fiscal year 2013 in the financial highlights in a
post-effective amendment pursuant to Rule 424 of the Securities Act.

 Response: In response to the Staff’s
comment, the Fund undertakes to file a post-effective amendment to the Registration Statement pursuant to Rule 424 that will include fiscal year 2013 in the financial highlights.

Please call me (202-636-5879) or Jonathan Pacheco (202-636-5876) or with any questions you may have regarding this filing or if you wish to discuss the above responses.

Very truly yours,

 /s/ Christopher P. Healey

Christopher P. Healey

cc:
 Rajib Chanda, Simpson Thacher & Bartlett LLP

Jonathan Pacheco, Simpson Thacher & Bartlett LLP

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 900 G STREET NW

WASHINGTON, D.C. 20001

TELEPHONE: +1-212-455-2000

FACSIMILE: +1-212-455-2502

Direct Dial Number

E-mail Address

(202) 636-5879

christopher.healey@stblaw.com

 September 28, 2023

 Via
EDGAR

 Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Anu Dubey

Ken Ellington

Re:
 Carlyle Credit Income Fund

Registration Statement on Form N-2

(File Nos. 333-272426 and 811-22554)

Ladies and Gentlemen:

 On behalf of Carlyle
Credit Income Fund (the “Fund”), a registered closed-end fund, we hereby file with the staff (the “Staff”) of the Division of Investment Management of the U.S. Securities and Exchange
Commission (the “Commission”) Pre-Effective Amendment No. 3 (“Amendment No. 3”) to the above-referenced shelf registration statement on Form
N-2 (the “Registration Statement”) in connection with the registration of the offer and sale from time to time of common shares, preferred shares, subscription rights, and debt securities of the
Fund. Amendment No. 3 includes revisions to the Registration Statement in response to the Staff’s comments received by telephone on September 7, 2023, September 19, 2023 and September 21, 2023 relating to the Registration
Statement and certain other revisions.

 For convenience of reference, the Staff’s comments have been reproduced herein. Please note
that all page numbers in our responses are references to the page numbers of Amendment No. 3. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No. 3.

Registration Statement Summary

1.
 Please confirm the Fund will not primarily control a CLO.

Response: As discussed with the Staff, a company is not “controlled primarily” by an issuer unless (1) the issuer has
control over the company within the meaning of Section 2(a)(9) of

Securities and Exchange Commission

September 28, 2023

the 1940 Act and (2) the degree of the issuer’s control is greater than that of any other person. See Health Communications Services, Inc., SEC
No-Action Letter (March 27, 1985). The Fund respectfully confirms that, with respect to an investment in a CLO, it does not currently intend to primarily control a CLO because it does not expect to have both
(1) control within the meaning of Section 2(a)(9) of the 1940 Act as it does not intend to have “the power to exercise a controlling influence over the management or policies” of such CLO, including not having the right to
appoint or terminate such CLO’s directors, collateral manager (other than for cause) or the managers or directors of such collateral manager, or own more than 25 percent of the voting securities of such CLO and (2) a greater degree of
control of such CLO than any other person.

2.
 In the Financing and Hedging Strategies section, the Fund states “[w]e expect that we will, or that we may
need to, raise additional capital in the future to fund our continued growth, and we may do so by entering into a credit facility, issuing preferred shares or debt securities or through other leveraging instruments” (emphasis added).
Please identify whether any “other leveraging instruments” are principal investment strategies for the Fund and if none please confirm that for us.

Response: The Fund respectfully confirms that none of the referenced “other leveraging instruments” are principal investment
strategies for the Fund.

3.
 Please disclose in plain English what “carried interest” means.

Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

4.
 Please disclose in the section Summary of Certain Aspects of the Delaware Control Share Statute that the bylaws
exempt both preferred shares and mirror voted shares from the control share statute.

 Response: The Fund has
revised its disclosure accordingly in response to the Staff’s comment.

 Summary of Fees and Expenses

5.
 Please move the disclosure located after Note 9 to the Fee Table regarding the Expense Limitation Agreement and
Fee Waiver Agreement to below the expense example.

 Response: The Fund has revised its disclosure accordingly in
response to the Staff’s comment.

6.
 Please provide the following disclosure in the next pre-effective
amendment to the Registration Statement or undertake to file the requested disclosure in a supplement to the prospectus after the effective date of the Registration Statement:

a.
 Explain that the disclosure on fees provided in the proxy statement differed from the N-2 fee disclosure;

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Securities and Exchange Commission

September 28, 2023

b.
 Show the differences side by side; and

c.
 Explain the reasons for the differences.

Response: In response to the Staff’s comment, the Fund has included the requested disclosure at the end of the section captioned
“Summary of Fees and Expenses” in Amendment No. 3.

 Risk Factors

7.
 Regarding the risk factor which discusses that the Fund “may leverage [its] portfolio,” please
disclose the items requested in Comment 30(b), (c), (d), and (e), of the Comment Response Letter filed with the Staff on September 1, 2023.

Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

8.
 Please revise the response to the prior comment 30(h) so that confirmation in part (b) of the response
applies to any SPV, not just SPVs organized outside the U.S.

 Response: The Fund respectfully advises the Staff
that any SPV and its board of directors will agree to inspection by the staff of the SPV’s books and records, which will be maintained in accordance with Section 31 of the 1940 Act.

9.
 Please disclose that the Fund does not intend to create or acquire primary control of any entity that primarily
engages in investment activities in securities or other assets other than entities wholly owned by the fund.

Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment. In addition, the Fund respectfully
notes that, as discussed with the Staff, it may in the future participate in a 50/50 joint venture and that such participation would not constitute the Fund having primary control of such vehicle.

Description of Our Securities

10.
 In the section titled Certain Aspects of the Delaware Control Share Statute, please disclose, (a) the
rationale for the Fund not broadly exempting application of the Control Share Statute provisions including why the Board decided to exempt Carlyle affiliates’ 42% ownership from provisions and (b) whether the Board has considered the
Control Share Statute provisions and related bylaw provisions and determined they are in the best interest of the Fund and its shareholders.

Response: The Fund has revised its disclosure to reflect that the Board in exercising its discretionary authority to exempt preferred
shareholders, fund of funds and shares held by an affiliate of CGCIM from the Control Share Statute determined that such action was in the best interest of the Fund and its shareholders in connection with its consideration of the transaction that
resulted in Carlyle becoming the Fund’s investment adviser.

 3

Securities and Exchange Commission

September 28, 2023

 In connection with the Staff’s request to state the rational for not broadly exempting
application of the Control Share Statute, the Fund respectfully reiterates its prior response that, as a Delaware statutory trust, it automatically became subject to the Control Share Statute on August 1, 2022, the effective date of such
statute and, per advice of Delaware counsel, a fund cannot completely “opt out” of the Statute, only decide to exempt (i) specific control share acquisitions or (ii) classes of control share acquisitions. The Board exercised its
discretionary authority and exempted shares held by an affiliate of CGCIM from the Control Share Statute in connection with the overall transaction that resulted in Carlyle becoming the Fund’s investment adviser, and the Fund has revised its
disclosure to reflect such action. At this point the Board has not determined to exempt common shares as a class from the application of the Control Share Statute in order to preserve the protections afforded by the Control Share Statute, but would
consider any control share acquisitions on a case by case basis as it did with Carlyle’s acquisition.

 Dividend Reinvestment Plan

11.
 Please explain supplementally why issuing new shares allows the Fund to support the market price of its common
stock and maintain a trading price above NAV per the Fund’s response to Comment 45 in the Comment Response Letter filed with the Staff on September 1, 2023. Please consider whether the Board should reserve the right to buy shares on open
market if shares are trading at a price below NAV and whether to include disclosure to that effect.

 Response:
The Fund respectfully reiterates that it believes it is appropriate to use newly-issued shares or shares repurchased from the Fund’s shareholders and held as treasury stock because it will allow the Fund to increase in size while supporting the
market price of its common stock and, if applicable, maintaining a trading price above net asset value. Nonetheless, in response to the Staff’s comment, the Fund has updated its disclosure to reflect that the Board reserves the right to
purchase shares on the open market if the shares are trading at a price below NAV.

 Delaware Control Shares

12.
 Disclose that recent federal and state court precedent has held that the control share act provisions are not
consistent with the 1940 Act. You can qualify the disclosure by saying the cases involve Massachusetts business trusts and it is uncertain whether the same result would occur for a Delaware fund.

Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

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Securities and Exchange Commission

September 28, 2023

 Accounting Comments

13.
 Please update the expense example to reflect the revised total annual Fund expenses in the Fee Table.

 Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

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Securities and Exchange Commission

September 28, 2023

 Please call me
(202-636-5879) or Jonathan Pacheco (202-636-5876) or with any questions you may have
regarding this filing or if you wish to discuss the above responses.

 Very truly yours,

/s/ Christopher P. Healey

Christopher P. Healey

cc:

 Rajib Chanda, Simpson Thacher & Bartlett LLP

Jonathan Pacheco, Simpson Thacher & Bartlett LLP

 6

CORRESP
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filename1.htm

CORRESP

 Simpson Thacher & Bartlett LLP

900 G STREET NW

WASHINGTON, D.C. 20001

TELEPHONE:
+1-212-455-2000

FACSIMILE:
+1-212-455-2502

 Direct Dial Number

 (202) 636-5879

 E-mail Address

christopher.healey@stblaw.com

 September 19, 2023

 Via
EDGAR

 Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn: Anu Dubey

 Ken Ellington

Re:
 Carlyle Credit Income Fund

Registration Statement on Form N-2

(File Nos. 333-272426 and 811-22554)

Ladies and Gentlemen:

 On behalf of Carlyle
Credit Income Fund (the “Fund”), a registered closed-end fund, we hereby file with the staff (the “Staff”) of the Division of Investment Management of the U.S. Securities and Exchange
Commission (the “Commission”) Pre-Effective Amendment No. 2 ( “Amendment No. 2”) to the above-referenced shelf registration statement on Form
N-2 (the “Registration Statement” or “N-2”) in connection with the registration of the offer and sale from time to time of common shares, preferred
shares, subscription rights, and debt securities of the Fund. The response below reflects the Fund’s response to the Staff’s comments received by telephone on September 12, 2023 relating to the Registration Statement.

For convenience of reference, the Staff’s comments have been reproduced herein. Please note that all page numbers in our responses are
references to the page numbers of Amendment No. 2. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No. 2.

Fee Table

1.
 Please explain to us why the pro forma fee table in Vertical Capital Income Fund’s (“VCIF”)
proxy statement does not show the higher fees and expenses in Carlyle Credit Income Fund’s N-2/A fee table when comment response #23 of the Comment Response Letter filed September 1, 2023, says that
(1) for the N-2/A fee table “the fund annualized

Securities and Exchange Commission

September 19, 2023

estimated expenses for the three month period ending December 31, 2023 instead of the current fiscal year because the fund’s investment adviser, investment strategy and investment
advisory agreement all changed effective upon the closing of the transaction on July 14, 2023” and (2) “basing the expenses in the fee table on expenses in the current fiscal year [as was done in the pro forma fee table in the VCIF
proxy statement] would not be an accurate reflection of the fund’s go-forward fee and expense structure.” See Instruction 2 to Item 22(a)(3)(iv) of Schedule 14A which provides that additional fee
table disclosure must be provided when an action to be taken would directly or indirectly establish a new fee or expense or increase any existing fee or expense to be paid by the fund or its shareholders.

Response: The Fund acknowledges the Staff’s comment and respectfully notes that the differences in the figures between the two fee
tables were due primarily to (i) the fact that the proxy statement fee table was based upon historical financial information of the Fund whereas the fee table in the N-2 is based on estimates for the next
fiscal year, and (ii) the change in various inputs to the fee table, most notably the changes in total assets, the use of leverage by the Fund going forward whereas VCIF had minimal leverage and significantly higher net assets when the proxy
statement was filed.

 As an initial matter, it is important to note that the fee table in the proxy statement was based on VCIF’s
historical financial information for its most recent fiscal year, whereas the Fund structured the N-2 fee table to be based on estimates for the next fiscal year. Both the proxy statement and the Registration
Statement explain these different approaches. On page 21, the proxy statement stated that the fee table “compares Fund fees over the most recent fiscal year and proforma fees assuming the New Advisory Agreement had been in
place” (emphasis added). In other words, the fee table in the proxy statement, which was provided by VCIF’s then-current management and its then-current counsel, Thompson Hine LLP, effectively showed existing shareholders how the new
advisory fee structure would have impacted the Fund during its most recent fiscal year. The proxy statement also provided on page 23 the example required by the form requirements of Schedule 14A and Form N-2,
both on an actual and pro forma basis had the new advisory fee structure been in place. In addition, with respect to Instruction 2 to Item 22(a)(3)(iv) of Schedule 14A, the Fund respectfully notes that the proxy statement included a pro forma
fee table based on the information available at the time and there are no other fees or expenses, such as custodial or transfer agency fees, that are not already included in that fee table that would have established a new fee or expense or
increased any existing fee or expense. Accordingly, the Fund believes that the proxy statement by providing the fee table information based on its most recent fiscal year complied with the form requirements, including Item 22(a)(3)(iv) of Schedule
14A, which provides that “[i]f the action to be taken would, directly or indirectly, establish a new fee or expense or increase any existing fee or expense to be paid by the Fund or its shareholders, provide a table showing the current and pro
forma fees (with the required examples) using the format prescribed in the appropriate registration statement form under the Investment Company Act of 1940.1”

1
 Form N-2, which is the relevant form for the Fund, contemplates that
issuers provide the information required by Item 3.1 of Form N-2 using historical financial information. For example, Instruction 6 to Item 3.1 provides that the “Other Expenses” information in the
fee table be “based on estimated amounts for the current fiscal year.” The Fund respectfully notes that issuers typically use the most recent fiscal year or the most recent fiscal quarter for such purposes. In other words, historical
information is normally used to populate the fee table, which is what VCIF used for the fee table in the proxy statement.

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Securities and Exchange Commission

September 19, 2023

 The Registration Statement, on the other hand, states on page 18 that “[t]he expenses
shown in the table under ‘Annual Expenses’ are estimated amounts based on annualizing estimates for the three-month period ending December 31, 2023” (emphasis added), which represents the
first quarter of the 2024 fiscal year. In contrast to the proxy statement, the fee table in the Registration Statement is basing estimates not on historical financial information but rather on annualized figures based on estimates of the first
quarter of the next fiscal year. The table in the Registration Statement is intended for investors to understand what the fees and expenses would be if they make a new or additional investment in the Fund. The Fund believes using estimates for the
next fiscal year in the N-2 will provide a more accurate view of the go-forward business with the new management fee structure, new portfolio and new investment strategy
(including the Fund’s use of leverage going forward). At this point, with updated information about the Fund (including a reduction in net assets as a result of the portfolio sales that occurred after the proxy statement was filed but prior to
the transaction closing), the Fund believes that using current fiscal year numbers in the N-2 fee table could potentially mislead investors as the data used in the proxy statement is not reflective of the
current state of the Fund several months later. The Fund submits that both the proxy statement and the Registration Statement clearly explain the approach to each fee table, including providing disclosure in the footnotes to the N-2 fee table with respect to the definitions and assumptions underlying the estimates in the table, using the best information available at the time each was filed.

To provide further context, as more fully set forth in the table below, the change in various inputs to the fee tables is what results in the
differences between the two fee tables. Most notably, net assets, total assets and the Fund’s expectation to use leverage have changed. It is important to note that, as the contractual advisory fee is based on managed assets

 3

Securities and Exchange Commission

September 19, 2023

(including leverage), there can be significant changes in the management fees on a net asset basis when total assets changes. The proxy statement fee table reflected the assets as of the
Fund’s most recent fiscal year as contemplated by the form requirements of Schedule 14A. The Fund’s assets are now different as a result of the portfolio sales required under the Transaction Agreement and which occurred nearly two months
after the proxy statement was filed and resulted in a significant decrease in net assets. Such information regarding the portfolio sales was not known at the time the proxy statement was filed. As set forth in the new Investment Advisory Agreement,
the Management Fee is calculated and payable monthly in arrears at the annual rate of 1.75% of the month-end value of the Fund’s Managed Assets where Managed Assets “means the total assets of the
Fund (including any assets attributable to any preferred shares that may be issued or to indebtedness) minus the Fund’s liabilities other than liabilities relating to indebtedness.” With respect to the specific changes in net and total
assets, please note that net assets decreased by 16.76% between the proxy statement fee table and the N-2 fee table, due mainly to a decrease in NAV as a result of the sale of approximately 97% of the VCIF
portfolio as required by the Transaction Agreement and the expected use of leverage by the Fund going forward. In addition, the total assets increased by 19.11%, due primarily to the expectation of increased leverage under the Fund’s new
strategy, which was not reflected in the proxy statement fee table as leverage for the fiscal year ending September 30, 2023 was expected to be minimal at the time the proxy statement was filed. The assumptions regarding the Fund’s
expected use of leverage are set forth in the footnotes to the N-2 fee table. As a result of the changes to these inputs, and since the management fee is based on total assets, the management fee increased as
total assets increased. In addition, the management fee increased even further when considered on a net asset basis since net assets decreased.

To further explain the differences between the two fee tables, the table below sets forth the fees and expenses shown in the fee tables as well
as certain inputs and provides some explanatory notes.

 4

Securities and Exchange Commission

September 19, 2023

 Item

 Proxy Pro Forma

 N-2

 Explanatory Notes

Input: Net assets

 $114,204,365

 (average net assets during FY
2022)

 $95,058,159

 (estimated net assets as of
12/31/23 including issuance of new shares to Carlyle, which occurred on 9/13/23)

16.76% decrease due to decrease in NAV due to sale of 95%+ of portfolio as contemplated in Transaction Agreement. This figure accounts for the newly issued shares purchased by Carlyle.

Input: Borrowings/leverage

$8,050,993

$50 million, consisting of assumed issuance of preferred shares and bonds

Proxy used then-current leverage. Higher leverage expected in next fiscal year and included in assumptions given likelihood of preferred share issuance and bond issuance in next 12 months.

Input: Total managed assets

 $121,788,212

 (average managed assets during FY
2022)

 $145,058,159

 (estimated managed assets as of
12/31/23)

19.11% increase, due to anticipated higher leverage in next fiscal year.

Management fees (as a % of net assets)

1.86%

2.46%

32% increase on a net asset basis due to fee being paid on increased managed assets while net assets decreased as a result of the portfolio sale.

Incentive fees (as a % of net assets)

 0.00%

 (based on FY 2022, no incentive fee would
have been earned)

 3.33%

 (based on estimated yield of new
portfolio, an incentive fee is expected to be earned going forward)

Proxy used historical financial information and disclosed that “[h]ad the New Advisory Agreement been in place for the period presented, no Incentive Fee would have been payable to CGCIM”;
N-2 is forward-looking incorporating characteristics of new investments under new strategy and expectation that incentive fee will be earned in next fiscal
year.

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Securities and Exchange Commission

September 19, 2023

Interest payments on borrowed funds

 0.41%

 (based on actual expenses for FY 2022
YTD)

 4.22%

 (based on estimated costs and higher use
of leverage)

Fund will use higher leverage in next fiscal year than current fiscal year.

Other expenses

 1.61%

 (no difference between actual and pro
forma expenses for FY 2022 YTD)

 3.81%

 (based on most recent information of
expenses)

Increase on a net asset basis due to decrease in net assets since proxy statement as well as certain other higher expenses, including legal expenses related to the transition and shelf filing/anticipated offering(s).

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Securities and Exchange Commission

September 19, 2023

 Please call me
(202-636-5879) or Jonathan Pacheco (202-636-5876) or with any questions you may have
regarding this filing or if you wish to discuss the above responses.

Very truly yours,

 /s/ Christopher P. Healey

Christopher P. Healey

cc:
 Rajib Chanda, Simpson Thacher & Bartlett LLP

Jonathan Pacheco, Simpson Thacher & Bartlett LLP

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Simpson Thacher & Bartlett LLP

 900 G STREET NW

WASHINGTON, D.C. 20001

 TELEPHONE: +1-212-455-2000

 FACSIMILE: +1-212-455-2502

 Direct Dial Number

 (202) 636-5879

 E-mail Address

christopher.healey@stblaw.com

 August 31, 2023

 Via
EDGAR

 Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Anu Dubey

Ken Ellington

Re:
 Carlyle Credit Income Fund

Registration Statement on Form N-2

(File Nos. 333-272426 and 811-22554)

Ladies and Gentlemen:

 On behalf of Carlyle
Credit Income Fund (the “Fund”), a registered closed-end fund, we hereby file with the staff (the “Staff”) of the Division of Investment Management of the U.S. Securities and Exchange
Commission (the “Commission”) Pre-Effective Amendment No. 2 ( “Amendment No. 2”) to the above-referenced shelf registration statement on Form
N-2 (the “Registration Statement”) in connection with the registration of the offer and sale from time to time of common shares, preferred shares, subscription rights, and debt securities of the
Fund. Amendment No. 2 includes revisions to the Registration Statement in response to the Staff’s comments received by telephone on August 1, 2023 and August 9, 2023 relating to the Registration Statement and certain other
revisions.

 For convenience of reference, the Staff’s comments have been reproduced herein. Please note that all page numbers in our
responses are references to the page numbers of Amendment No. 2. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No. 2.

Prospectus Cover

1.
 Please disclose that the Fund will not invest more than 15% of net assets in LAFs, if LAFs are private
funds that rely on 3(c)(1) or 3(c)(7) of the 1940 Act or alternatively, explain to why the Fund should be able to invest without limit in LAFs.

Securities and Exchange Commission

August 31, 2023

 Response: The Fund advises the Staff on a supplemental basis that loan accumulation
facilities generally rely on the exemptions available in Section 3(c)(7) of the 1940 Act. The Fund believes, however, that loan accumulation facilities should not be subject to a 15% limit because they are structured similarly to CLOs and
possess certain attributes that distinguish them from typical private investment funds, including the following: (i) they pursue narrowly defined long-only investment mandates, (ii) they provide complete transparency to their investors,
(iii) the management and performance fee structure is not based on unrealized gains from underlying investments and (iv) their securities are actively traded on secondary markets. The Fund respectfully adds that other funds, including the
Fund’s peers such as OFS Credit Company, Inc., do not limit their investment in LAFs to 15% of net assets. (See OFS Credit Company, Inc. Correspondence
, dated July 2, 2019.)

2.
 Regarding the statement about the leverage LAFs incur, please clarify what it means to “incur leverage
between four and six times.”

 Response: In response to the Staff’s comment, the Fund has revised the
relevant disclosure to clarify that “incur leverage between four and six times” means four and six times equity value.

3.
 Replace the phrase “is expected to consider” with “considers.”

Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

4.
 Regarding the list of instruments that the Fund considers credit and credit-related instruments, please remove
“(viii) other credit-related instruments” and identify any other credit-related instruments that are part of the Fund’s principal investments.

Response: The Fund respectfully declines to make the requested revision. For purposes of the Fund’s investment policy of investing
at least 80% of its assets in credit-related instruments, the Fund includes credit instruments of any kind. The Fund has highlighted those categories of credit instruments that it expects to constitute its most significant investments. “Other
credit-related instruments” 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 Fund respectfully notes that the Fund previously responded to this comment in its letter dated
February 13, 2023, in connection with the Fund’s preliminary proxy statement.

5.
 Please disclose what “other instruments designed to obtain indirect exposure to credit and credit-related
instruments” are.

 Response: The Fund respectfully declines to make the requested change to its disclosure.
The Fund notes that “other instruments designed to obtain indirect exposure to credit and credit-related instruments” is intended to clarify that a credit instrument that does not fall

 2

Securities and Exchange Commission

August 31, 2023

within one of the other enumerated categories would still be a permitted investment for the Fund consistent with its 80% policy, and is 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.

6.
 Please confirm supplementally that derivatives counted toward the 80% bucket will be valued based on market
value. (See Rule 35d-1).

 Response: The Fund acknowledges the
Staff’s comment and confirms that any derivatives counted toward the 80% bucket will be valued according to their market value.

7.
 Please disclose the Fund’s former name and the date on which it was changed. (See Item 16 of Form N-2.)

 Response: The Fund has revised its disclosure accordingly in response to
the Staff’s comment.

 Prospectus Summary

Page 1

8.
 Please reconcile the first bullet point of the Prospectus Summary that indicates the Fund is
“diversified,” with the rest of the document which indicates that the Fund is “non-diversified.”

Response: The Fund has revised its disclosure to indicate that the Fund is non-diversified.

9.
 Please insert into the Prospectus Summary for the description of the Fund’s principal strategies a heading
which include the phrase “Principal Strategies.” (See Instruction to Item 3.2 of Form N-2).

Response: The Fund has revised the Prospectus Summary to incorporate the heading “Principal Strategies.”

Page 2

10.
 Please disclose whether the Control Share Statute applies to Carlyle’s expected holding and if not, please
disclose why not.

 Response: In response to the Staff’s comment, the Fund has revised its disclosure to
indicate that the Board has exempted shares owned by an affiliate of CGCIM from the Control Share Statute.

11.
 Please disclose that joint venture vehicles include only those in which the Fund and another party have equal
control of the vehicle.

 3

Securities and Exchange Commission

August 31, 2023

 Response: The Fund has revised its disclosure accordingly in response to the
Staff’s comment.

12.
 Please disclose which fees will be rebated, who fees are paid by, and who they will be rebated to.

 Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

Page 3

13.
 The Prospectus Summary makes reference to the “OneCarlyle” platform. Please disclose what the
OneCarlyle platform is.

 Response: The Fund has revised its disclosure accordingly in response to the Staff’s
comment.

14.
 Please explain supplementally if the Fund will primarily control any CLOs.

Response: The Fund does intend to hold more than 25% of the equity tranche of any CLO.

Page 4

15.
 Please disclose what “active carry fund investors” means.

Response: The Fund has revised its disclosure for clarity to refer to “active fund investors.”

16.
 Please disclose the maturity of the Fund’s credit investments in the Principal Strategies section.

 Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

17.
 Where CLO asset holdings are discussed, please specify the “asset concentration limits” that the CLOs
will be subject to.

 Response: The Fund respectfully declines to revise disclosure as concentration limits are CLO
specific and vary from CLO to CLO. The Fund notes that the Fund’s peers, including Eagle Point Credit Company Inc. and Oxford Lane Capital Corp, do not provide such disclosure in their respective registration statements.

 4

Securities and Exchange Commission

August 31, 2023

 Page 6

18.
 Please identify the specific types of leverage the Fund will obtain within the disclosed 25% to 40% range of
leverage and identify any corresponding risks of such leverage in the principal risks section.

 Response: The Fund
respectfully declines to revise its disclosure and notes that later in the Registration Statement it discloses that it may incur leverage, directly or indirectly, through one or more special purpose vehicles, indebtedness for borrowed money, as well
as leverage in the form of Derivative Transactions, preferred shares, debt securities and other structures and instruments, in significant amounts and on terms that the Adviser and the Board deem appropriate, subject to applicable limitations under
the 1940 Act and describes the corresponding risks in the risk factor entitled, “We may leverage our portfolio, which would magnify the potential for gain or loss on amounts invested and will increase the risk of investing in us.”
The Fund also notes that its disclosure is consistent with the Fund’s peers, including Eagle Point Credit Company Inc. and Oxford Lane Capital Corp.

19.
 Please disclose the other “investment . . . purposes” for which the Fund would engage in derivative
transactions.

 Response: The Fund respectfully declines to revise its disclosure. Although the Fund acknowledges
the Staff’s concerns, the existing disclosure is consistent with peer disclosure and essential to allowing the Fund needed flexibility in responding to market conditions. The Fund notes that it is subject to certain rules and restrictions on
such derivative transactions as set forth in the “Risk Factors” section. (See “Risk Factors — Risks Related to Our Investments — We are subject to risks associated with any hedging or Derivative Transactions
in which we participate.”)

 Page 8

20.
 Please disclose in plain English what “carry funds” are.

Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

Page 9

21.
 Please clarify the “conflict” discussed with respect to the Adviser and the Shareholders.

 Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

 5

Securities and Exchange Commission

August 31, 2023

 Summary of Fees and Expenses

Page 15

22.
 Regarding the Fee Table, please explain why the following line items are higher in the N-2 Fee Table than in Proxy Statement pro forma fee table: (1) Management fee, (2) Incentive fee, (3) Other Expenses. (See Item 22(a)(3)(iv) instruction 2).

Response: The Fund respectfully notes that the line items in the Fee Table of the N-2 (the Fee
Table”) are higher than in the definitive proxy statement pro forma fee table (“Pro Forma Fee Table”) because the expenses in the Fee Table are estimated amounts based on annualizing estimates for the three-month period ending
December 31, 2023, whereas the expenses in the Pro Forma Fee Table were based on the actual expenses of the Fund as of the fiscal year ended September 30, 2022.

23.
 Please explain why expenses in the fee table are estimated amounts based on annualizing estimates for the
three-month period ending December 31, 2023. In your explanation, please address both the use of the 3-month period and the use of a future period that has not happened yet. (See Instruction 6 to
Item 3.1 of Form N-2, which says, “State in the narrative following the table that “Other Expenses” are based on estimated amounts for the current fiscal year.”) The Staff respectfully
notes that the Fund’s current fiscal year ends September 30, 2023.

 Response: The Fund annualized
estimated expenses for the three-month period ending December 31, 2023 instead of the current fiscal year because the Fund’s investment adviser, investment strategy and investment advisory agreement all changed effective upon the closing
of the Transaction on July 14, 2023. Additionally, the Fund incurred significant non-recurring expenses in connection with the Transaction in the current fiscal year. Accordingly, basing the expenses in
the fee table on expenses in the current fiscal year would not be an accurate reflection of the Fund’s go-forward fee and expense structure. Instead, the Fund annualized the estimated expected expenses
for the first full quarter following the closing of the Transaction.

24.
 Consider shortening Footnote 6 by providing cross reference to the incentive fee disclosure instead of
disclosing in the footnote.

 Response: The Fund has considered the Staff’s comment and respectfully notes
that this level of disclosure is consistent with disclosure in other Carlyle funds, for example the Carlyle AlpInvest Private Markets Fund, and the Fund’s peers, including Eagle Point Credit Company Inc. and Oxford Lane Capital Corp.

25.
 If the Fund currently intends to issue preferred shares and/or debt securities at any point within one year of
the effective date of the N-2, please revise the fee table to reflect the costs of such issuances.

Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

 6

Securities and Exchange Commission

August 31, 2023

 Page 16

26.
 Please remove Footnote 9 from the fee table and disclose elsewhere.

Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

Risk Factors

 Page 19

27.
 The Fund discusses covenant-lite loans in the Risk Factors section. If covenant-lite loans are part of the
Fund’s principal strategies, please also identify in the Principal Strategies section.

 Response: The Fund
respectfully notes that while it may invest in covenant-lite loans, there is no current intent to invest a significant amount in such loans and therefore the Fund does not consider covenant-lite loans to be a part of its principal strategies.

Page 20

28.
 Please clarify the meaning of “negative loan ratings migration.”

Response: The Fund has revised its disclosure accordingly in response to the Staff’s comment.

Page 26

29.
 Please explain supplementally why the Fund will use special purpose vehicles (“SPVs”) for leverage
instead of investing directly.

 Response: The Fund respectfully notes that the use of wholly-owned
bankruptcy-remote SPVs for leverage purposes has become quite common in the industry, and that the use of one or more SPVs may enable the Fund to be able to obtain financing on more favorable terms than if the Fund were to invest directly.

30.
 Please define “special purpose vehicles” as any entity that primarily engages in investment
activities in securities or other assets that is either (i) wholly owned and/or majority owned by the Fund or (ii) primarily controlled by the Fund. If the definition of SPV is limited to wholly owned entities only or wholly owned and
majority owned entities only, please also disclose that the Fund does not intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets other than entities wholly owned by the
fund or wholly owned/majority owned by the fund.

 Response: In response to the Staff’s comment, the Fund has
revised its disclosure to define “special purpose vehicles” as “wholly-owned” by the Fund and incorporated the requested additional disclosure.

 7

Securities and Exchange Commission

August 31, 2023

 Additionally,

a.
 Please disclose any of the principal strategies or principal ris

CORRESP
1
filename1.htm

CORRESP

 Simpson Thacher & Bartlett LLP

900 G STREET NW

WASHINGTON, D.C. 20001

 TELEPHONE:
+1-212-455-2000

 FACSIMILE: +1-212-455-2502

 Direct Dial Number

 (202) 636-5879

 E-mail Address

christopher.healey@stblaw.com

 July 17, 2023

 Via
EDGAR

 Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
  Anu Dubey

 Ken Ellington

Re:
  Carlyle Credit Income Fund

            Registration
 Statement on Form N-2

            (File
 Nos. 333-272426 and 811-22554)

 Ladies and Gentlemen:

 On
behalf of Carlyle Credit Income Fund (the “Fund”), a registered closed-end fund, we hereby file with the staff (the “Staff”) of the Division of Investment Management of the U.S. Securities
and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 1 ( “Amendment No. 1”) to the above-referenced shelf registration statement on Form N-2 (the “Registration Statement”) in connection with the registration of the offer and sale from time to time of common shares, preferred shares, subscription rights, and debt securities of the Fund.
Amendment No. 1 includes revisions to the Registration Statement in response to the Staff’s comments received by telephone on June 7, 2023 and June 28, 2023 relating to the Registration Statement and certain other revisions.

For convenience of reference, the Staff’s comments have been reproduced herein. Please note that all page numbers in our responses are
references to the page numbers of Amendment No. 1. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No. 1.

Unresolved Staff Comments

1.
 Please insert a section for unresolved staff comments as required by Item 24(h)(4) of Form N-2.

 Response: The Fund has revised Amendment No. 1 to include on page 141
a section relating to any unresolved staff comments.

Securities and Exchange Commission

July 17, 2023

 Prospectus Cover

2.
 Please explain supplementally how the fund intends to conduct common share offerings given the proxy statement
disclosure of planned tender offers and one-time purchase of shares by Carlyle in compliance with trading prohibitions of Rules 101 and 102 of Regulation M.

Response: The Fund respectfully notes that it does not intend to undertake an offering for its common shares during any “restricted
period,” as such term is defined in Rule 100 under Regulation M. The New Issuance will take place the tenth business day following the termination of the Tender Offer, which falls outside of the definition of restricted period. Additionally,
the Fund notes that it does not intend to offer its common shares or any other securities pursuant to the Registration Statement until the later of the completion of the Tender Offer and New Issuance and the date of effectiveness of the Registration
Statement.

 General

3.
 Please update the N-2 to reflect changes resulting from the shareholder
vote at the June 15, 2023 meeting, including strategies, risks, fundamental policies, management, trustees, and organizational documents and disclosure.

Response: The Fund respectfully notes that Amendment No. 1 reflects the changes to Fund’s investment strategy, risks,
fundamental policies, management, trustees, organizational documents and all other relevant disclosure as a result of the shareholder approval of the proposals at the shareholder meeting on June 15, 2023 and the Closing of the Transaction.

Recent Developments (page 11)

4.
 Please supplementally explain why the investment amount changed from $25 million in the initial proxy
statement to $15 million in the definitive proxy statement and the Registration Statement. Please refer to the sentence stating, “CGCIM or one of its affiliates also will invest at least $15,000,000 into the Fund following the Closing
through the purchase of newly issued Fund shares at a price equal to the greater of the then-current net asset value per share and the net asset value per share that represents the tender offer purchase price, and through acquiring shares in private
purchase.”

 Response: In the period of time between the filing of the Fund’s initial proxy statement on
January 12, 2023 and definitive proxy statement on May 22, 2023, and following discussions and negotiations between the parties, CGCIM and the Fund executed a Waiver Letter, dated May 17, 2023, where, among other things, the Fund
waived CGCIM’s obligations under the Transaction Agreement to purchase a number of shares in the New Issuance valued at $25 million and agreed to the reduced investment amount of $15

 2

Securities and Exchange Commission

July 17, 2023

million by CGCIM. The parties did not alter the total mix of consideration ($10 million payment) and liquidity ($25 million tender offer) that CGCIM committed to provide to existing
shareholders, only the amount of additional investment that CGCIM or its affiliates would be obligated to make in the Fund through the purchase of newly issued shares. The Fund respectfully notes that the shareholders were provided with information
in the definitive proxy statement regarding the reduced New Issuance amount in connection with the shareholder meeting on June 15, 2023.

Description of our Subscription Rights (page 38)

5.
 Disclose here that for any transferrable rights for common stock the following conditions stated in the
Association of Publicly Traded Investment Funds No Action Letter, dated August 2, 1985, (the “No Action Letter”) would be met:

i.
 the offering fully protects shareholders preemptive rights and does not discriminate among shareholders;

ii.
 management uses its best efforts to ensure an adequate trading market in the rights for use by shareholders who
do not exercise such rights;

iii.
 ratio of offering does not exceed one new share for each three rights held; and

iv.
 the Board makes good faith determination that the offering would result in a net benefit to existing
shareholders.

 Response: The Fund respectfully notes that in the event it chooses to undertake to conduct an
offering of rights for common stock, it shall do so in compliance with the requirements of the No Action Letter, as listed above, and has added appropriate disclosure on page 101.

6.
 Please confirm supplementally that the prospectus supplement cover page for a rights offering will disclose
that an offering may substantially dilute the aggregate NAV of shares owned by shareholders who do not fully exercise their rights and that these shareholders should expect upon completion of the offering to own a smaller proportional interest in
the fund than before the offering.

 Response: The Fund acknowledges the Staff’s comment and confirms that the
cover page of the prospectus supplement for the rights offering will disclose that an offering may substantially dilute the aggregate NAV of shares owned by shareholders who do not fully exercise their rights and that these shareholders should
expect upon completion of the offering to own a smaller proportional interest in the fund than before the offering.

7.
 Please confirm supplementally that the prospectus supplement for a rights offering will have an example showing
dilutive effect when the subscription price is below NAV on the pricing date.

 3

Securities and Exchange Commission

July 17, 2023

 Response: The Fund acknowledges the Staff’s comment and confirms that the
prospectus supplement for any rights offering will have an example showing dilutive effect when the subscription price is below NAV on the pricing date.

8.
 Please clarify which “securities” would be purchased as referenced in the first sentence, stating,
“We may issue subscription rights to the holders of the class of securities to whom the subscription rights are being distributed, or the holders to purchase our securities.”

Response: In response to the Staff’s comment, the Fund has revised the disclosure on page 101 to clarify that the securities
referenced are common shares of the Fund.

9.
 Please disclose how the second sentence stating, “Subscription rights may be issued independently or
together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights,” would happen and which securities rights would be offered with.

Response: The Fund acknowledges the Staff’s comment and respectfully notes that in the event the Fund chooses to issue subscription
rights alongside of any other offered security, the Fund shall disclose in the applicable prospectus supplement the terms of the offering, including which other securities, if any, would be included in such offering.

Secured Indebtedness and Ranking (page 52)

10.
 Please revise the sentence containing “will effectively rank junior” to reflect that a closed end
fund cannot issue junior and senior debt. See Section 18(c)(1) of the 1940 Act.

 Response: The
Fund respectfully notes that the disclosure referenced in this comment 10 has been removed from Amendment No. 1.

 Plan of Distribution (page 56)

11.
 Please define the term “Derivative Transactions”.

Response: The Fund respectfully notes that the term “Derivative Transactions” is defined on page 7.

12.
 Please explain how the fund intends to conduct offering in compliance with Rules 101 and 102 of Regulation
M.

 Response: The Fund acknowledges the Staff’s comment and confirms that the Fund intends to conduct
all offerings in compliance with Rules 101 and 102 of Regulation M, including not bidding for, purchasing, or attempting “ to induce any person to bid for or purchase, a covered security during the applicable restricted period.”

 4

Securities and Exchange Commission

July 17, 2023

 Part C - Exhibit List

13.
 Please file the Transaction Agreement as a material contract or explain supplementally why it is not a material
contract.

 Response: In response to the Staff’s comment, the Fund has filed the Transaction Agreement
as Exhibit (2)(k)(5) to Amendment No. 1.

 Signature Page

14.
 Please revise the signature page to identify the Fund’s Principal Accounting Officer or Comptroller, as
required under Section 6(a) of the Securities Act of 1933.

 Response: In response to the Staff’s
comment, the Fund has revised the signature page to reflect that Nelson Joseph is the Fund’s Principal Accounting Officer.

 Accounting Comments

1.
 Please include a Fee Table.

Response: In response to the Staff’s comment, the Fund has included a fee table in Amendment No. 1.

2.
 Please ensure that fee waiver recoupment language matches that in the Annual Report.

 Response: The Fund acknowledges the Staff’s Comment and respectfully notes that the fee waiver recoupment
language in the Annual Report is obsolete and that the disclosure reflects the new fee waiver agreement that the Fund entered into on July 14, 2023 as a result of the closing of the Transaction.

The Fee Waiver Agreement has been filed as an Exhibit to Amendment No. 1, and Amendment No. 1 discloses the terms of the Fee Waiver
Agreement. However, because the Fee Waiver Agreement is expected to last under one year, the Fee Waiver is not included as a line item on the Fee Table.

3.
 Please include a 10 year Financial Highlights table or expand incorporation by reference to reach back 10
years.

 Response: The Fund respectfully acknowledges the Staff’s comment and agrees to either provide
an Financial Highlights table or expand incorporation by reference.

 5

Securities and Exchange Commission

July 17, 2023

 Please call me
(202-636-5879) or Jonathan Pacheco (202-636-5876) or with any questions you may have
regarding this filing or if you wish to discuss the above responses.

Very truly yours,

/s/ Christopher P. Healey

Christopher P. Healey

cc:

 Rajib Chanda, Simpson Thacher & Bartlett LLP

Jonathan Pacheco, Simpson Thacher & Bartlett LLP

 6

CORRESP
1
filename1.htm

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

CORRESP
1
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April 5, 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". 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 version of the proxy statement, 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 third 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. The following is a supplemental comment
to Comment 10(A) and the related response from the March 10, 2023, response letter, which was a follow on to Comment 37 in the February
13, 2023, response letter. (The Registrant has reproduced Comment 10(A) and the response and Comment 37 and the response below for
ease of reference).

Comment 10. With respect to original Comment
37 on bundling:

 (A) represent to the SEC staff that the changes to the Declaration of Trust in proposal
number five do not require shareholder approval under the Delaware Statutory Trust Act or the existing Agreement and Declaration of Trust;
and

Response:

 (A) The Registrant
reiterates its prior response that it is seeking shareholder approval of the Amended and Restated Declaration of Trust due to contractual
provisions in the Transaction Agreement, not because the proposed changes require shareholder approval. Reputable Delaware counsel has
been consulted and the Registrant represents to the SEC staff that it has determined that the changes to the Declaration of Trust in proposal
number five do not require shareholder approval under the Delaware Statutory Trust Act or the existing Agreement and Declaration of Trust.

Comment 37. With respect
to Proposals 5 and 6, in the proxy statement and the proxy ballot card, set out each issue to be voted upon separately to avoid impermissible
"bundling" of matters to assure conformity with Rule 14a-4(a)(3) under the Securities Exchange Act of 1934. For guidance, please
refer to Greenlight Capital LP et al v. Apple Inc. (U.S. District Court for the Southern District of New York, February 22, 2013)
and IM Guidance Update February 2014, No. 2014-02, UNBUNDLING OF PROXY PROPOSALS – INVESTMENT COMPANY CHARTER AMENDMENTS.

Response: The Registrant notes that it
is seeking shareholder approval of the amended and restated organizational documents in Proposals 5 and 6 due to contractual provisions
in the Transaction Agreement, not because any specific proposed change requires shareholder approval. The amendment and restatement of
the organizational documents is intended to update the provisions to a more modern form in line with current standard industry provisions.
The Registrant respectfully submits that it has analyzed Rule 14a-4(a)(3) and related SEC staff guidance, and the matters proposed under
Proposals 5 and 6 and has determined that Proposals 5 and 6 comply with the requirements of the rule. Reputable Delaware counsel has been
consulted regarding this matter and advised that for purposes of state law, the Registrant's existing organizational

documents
do not clearly require shareholder approval for any individual difference between the existing organizational documents and the amended
and restated organizational documents being presented to shareholders and do not clearly result in a material change in the rights associated
with Fund shares from a Delaware law perspective. In this regard, the Registrant notes that SEC staff guidance in the mergers and acquisitions
context indicates that unbundling of changes to organizational documents is not required when the changes could be made by a registrant's
board without shareholder approval. See The Division of Corporation Finance: Manual of Publicly Available Telephone Interpretations,
Fifth Supplement (September 2004) (stating that "[t]he application of this guidance would not require that proposed changes to bylaw
provisions that are permitted by a company's governing instruments to be amended by the Board of Directors be unbundled).

After further review, the SEC
staff observes that the Fund's Agreement and Declaration of Trust (hereinafter "DOT") includes a provision that states that
shareholder approval shall be required to adopt any amendments to the DOT which would adversely affect to a material degree the rights
and preferences of such shares. Therefore, please take one of the following actions:

 (A) Please unbundle amendments in the DOT in Proposal 5 that are material under federal securities law (i.e.
substantially affect shareholder rights per guidance in the first sentence of the third paragraph in IM Guidance Update February 2014,
No. 2014-02, UNBUNDLING OF PROXY PROPOSALS – INVESTMENT COMPANY CHARTER AMENDMENTS.

 (B) Explain in detail why the proposed changes to the DOT in Proposal 5 do not adversely affect to a material
degree the rights and preferences of the Fund's shares and, therefore, do not require shareholder approval under the DOT. The SEC staff
would expect such analysis to include relevant court case citations.

Response: The Registrant
has unbundled what was Proposal number five into six specific unbundled proposals and a catch all proposal to approve the Amended and
Restated Agreement and Declaration of Trust in its entirety. Specially, these use the numbering sequence in the proxy statement and the
proposals are as follows.

 (5) To approve a change to the Fund’s Declaration
of Trust that would increase the shareholder approval threshold for in a contested Trustee election to a majority of shares outstanding.

 (6) To approve a change to the Fund’s Declaration
of Trust to require shareholders representing at least 10% of shares to join in a derivative action when the demand on the Board is not
excused.

 (7) To approve a change to the Fund’s Declaration
of Trust to add a Delaware state court exclusive jurisdiction clause.

 (8) To approve a change to the Fund's Declaration
of Trust stating that the Fund may only be dissolved upon approval of at least 80% of the Trustees.

 (9) To approve the change to the Fund’s Declaration
of Trust requiring a 75% shareholder approval threshold to approve mergers or similar transactions with Principal Shareholders.

 (10) To approve a change to the Fund’s Declaration
of Trust that would increase the shareholder approval thresholds for certain changes to the Declaration of Trust, including any changes
that would reduce the amount payable upon liquidation of the Fund or diminish or eliminate any voting rights.

 (11) To approve the Amended and Restated Declaration
of Trust for the Fund in its entirety.

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

CORRESP
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March 22, 2023

VIA ELECTRONIC TRANSMISSION

Kenneth Ellington

Staff Accountant

U.S. Securities and Exchange Commission

Division of Investment Management

Disclosure Review and Accounting Office

100 F. Street, N.E.

Washington, DC 20549

 Re: Response to Staff Comments Regarding Vertical Capital Income Fund

(File Nos. 333-208597; 811-22554) September 30, 2022 Annual Report and Related Matters

Dear Mr. Ellington:

This correspondence is submitted in response
to the Staff's comments received on March 1, 2023 related to the September 30, 2022 annual report ("Annual Report") for the
Vertical Capital Income Fund (the "Registrant" or "Fund"). We have included a summary of the comments and the Registrant's
responses thereto, which the Registrant has authorized Thompson Hine LLP to make on its behalf.

Comment 1. In future annual reports,
following the performance graph and table, please include disclosure stating that "that the graph and table do not reflect the deduction
of taxes that a shareholder would pay on fund distributions or the sale of fund shares" as per Instruction 4.g.(2)(B) of Item 24
of Form N-2.

Response: The Registrant undertakes to
include such disclosures in future annual reports.

Comment 2. In future annual and semi-annual
reports, please include a footnote to the Schedule of Investments stating "value was determined using significant unobservable inputs"
as per Article 12-12 footnote number 9 of Regulation S-X.

Response: The Registrant undertakes to
include such disclosures in future annual and semi-annual reports.

Comment 3. Because the Registrant made
a return of capital distribution during the fiscal year ended September 30, 2022, please assure that marketing materials, fact sheets,
the Fund's website, and financial statements do not refer to such distributions using the descriptor of "yield" as investors
may assume this is equivalent to income. A descriptor of "rate" would be

acceptable. In particular, it appears a page
on the Fund's website is using yield in a manner that may be misleading to investors and these references should be corrected to say rate.

Response: The Registrant has made the
requested website correction and reviewed other marketing materials, fact sheets, and financial statements disclosures and does not believe
any use yield in a manner that may be misleading.

Comment 4. In future annual reports,
in the supplemental information section, please include an address or addresses for the Trustees and Officers.

Response: The Registrant undertakes to
include such disclosures in future annual reports.

If you have
any questions or additional comments, please call the undersigned at 614-469-3238.

Sincerely,

Parker Bridgeport

CORRESP
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March 10, 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. 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 (versus the February 13, 2023, draft) version of a supplemental draft Definitive Proxy Statement is attached
to aid in your review. The contents of Exhibits A, B, and C and E have not changed and are omitted for the sake of convenience. Exhibit
D is also omitted, because the additional change to its contents is presented in the supplemental response to what was comment 39 in the
original February 13, 2023, response letter.

General Guidance. Please file as correspondence
on EDGAR the Registrant's second 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.

PROXY STATEMENT

Comment 1. Under the QUESTIONS AND ANSWERS section,
in response to "How will the Fund's portfolio be repositioned and what are the costs and tax implications?", if the Fund will
bear brokerage and similar costs from converting 95% of its holdings to cash and then buying CLO investments, disclose such CLO-related
costs as a dollar amount and as a percent of Fund assets. This disclosure should be in addition to the current disclosure of indirect
costs of selling Fund assets of "$1,000,000 or about 0.94%." If CLO assets are acquired in a principals' market without brokerage
and similar costs, so state.

Response: The Registrant has added disclosure
noting that, in connection with the purchase of CLO assets, the Fund expects to pay brokerage and similar costs of approximately $265,000
or 0.25% of the Fund's net assets as of December 31, 2022, raising the total indirect costs of converting the Fund's portfolio to approximately
$1,265,000 or about 1.19%.

Comment 2. Remove footnote call "3"
in the Fee Waiver line of the proforma fee table and the footnotes that follow.

Response: The Registrant has removed footnote
call "3" as requested.

Comment 3. In the single sentence paragraph
following the proforma expense examples, please remove "and that the new expense limitation agreement was in place" and adjust
the expense example numbers if affected.

Response: The Registrant has made the requested
deletion. The registrant notes that the proforma expenses examples are not affected by the deletion because there was 0.00% fee waiver
affect included in the fee table.

Comment 4. Related to "Summary
of Certain Proposed Changes to the Declaration of Trust" paragraph (G), please revise Section 5.6(b) and 5.6(c) of the proposed
Amended and Restated Declaration of Trust to state that the 10% requirement of 5.6(b) and the expense reimbursement requirement of 5.6(c)
do not apply to claims brought under federal securities laws.

Response: The Registrant has made the requested
revisions as indicated by adding a new Section 5.6(e), which states:

(e)       The
requirements of paragraphs (b) and (c) of this Section 5.6, shall not apply to claims brought under the federal securities laws.

Comment 5. Related to "Summary
of Certain Proposed Changes to the Declaration of Trust" paragraph (H), please revise the Proxy to state that this exclusive
jurisdiction requirement does not apply to claims brought under federal securities laws.

Response: The Registrant has made the requested
revision to paragraph (H).

Comment 6.

 (A) In paragraph four under "Summary of Certain Aspects of Delaware Control Share Acquisition Statute,"
please expand disclosures to note that Section 1.9 of the proposed Amended and Restated By-Laws exclude shares that are required to be
mirror voted from the effect of the Delaware Control Share Acquisition Statute.

 (B) In section entitled "Summary of Certain Aspects of Delaware Control Share Acquisition Statute,"
please include a summary of the positive and negative effects of the Delaware Control Share Acquisition Statute and the exemptions in
the proposed Amended and Restated By-Laws.

Response:

 (A) The Registrant has made the requested addition regarding mirror voted shares. In addition, the Registrant
has added disclosure noting that the Amended and Restated By-Laws exempt preferred shares from the effects of the Delaware Control Share
Acquisition Statute.

 (B) The Registrant respectfully submits that the primary effect of the Delaware Control Share Acquisition
Statute is already disclosed within the Proxy. This primary effect is that once a voting power threshold is reached, an acquirer has no
voting rights with respect to the shares acquired in excess of that threshold unless approved by affirmative vote of two-thirds of all
votes entitled to be cast on the matter or exempted by the Board.

Comment 7. First and Second Meeting.

 (A) Please revise broker non-vote disclosure related to the second meeting to state that if shareholders have
not provided instructions to a broker, that broker is not allowed to give a proxy for such shares, and, therefore, such shares will not
count as present for quorum purposes.

 (B) Because the section entitled "VOTING SECURITIES AND VOTING" states that "[a] Meeting may
also be adjourned by the vote of a majority of the shares represented at the Meeting, even if a quorum is present, to permit further solicitation
of proxies," please include this as a proposal to be voted upon in the proxy statement and proxy card with respect to the second
meeting. (The SEC staff views this as a substantive proposal for which the proxy does not confer discretionary authority.)

Response:

 (A) The Registrant has made the requested revision.

 (B) The Registrant has included this second meeting adjournment as a proposal to be voted upon in the proxy
statement and proxy card.

PRIOR RESPONSE LETTER

Comment 8. With respect to the response to original
Comment 1, please elaborate on why the Registrant is not aware of any effect of the Delaware Control Share Acquisition Statute on any
proposal.

Response: The Registrant notes that, to the
Registrant's knowledge, all shares over the relevant voting power thresholds were acquired by the applicable shareholders prior to August
1, 2022, the effective date of the Delaware Control Share Acquisition Statute, and therefore the voting power of such shares are unaffected
by the statute.

Comment 9. With respect to paragraph two of
the response to original Comment 5, please disclose in the Proxy:

 (A) If contractual arrangements involving the purchase of Fund shares outside of the tender offer is conditioned
on the success or completion of the tender offer. (See Rule 14e-5(b)(7) and Division of Corporation Finance: Manual of Publicly Available
Telephone Interpretations, Third Supplement, July 2001, L. Rule 14e-5, Question 8.)

 (B) If unconditional, please also disclose the existence of the contract and all material terms including
quality, price and the parties. (See Rule 14e-5(b)(7)(iii).)

Response: To clarify Registrant's prior response,
the private purchases of shares outside of the tender offer are not within the scope of Rule 14e-5. Rule 14e-5 prohibits purchases "from
the time of public announcement of the tender offer until the tender offer expires." The contractual arrangements involving the private
purchase of Fund shares by CGCIM (or one of its affiliates) were entered into prior to public announcement of the tender offer and under
the terms of such agreement, the purchase will not occur until after the tender offer has expired.

Comment 10. With respect to original Comment
37 on bundling:

 (A) represent to the SEC staff that the changes to the Declaration of Trust in proposal number five do not
require shareholder approval under the Delaware Statutory Trust Act or the existing Agreement and Declaration of Trust; and

 (B) represent to the SEC staff that the changes to the Declaration of Trust in proposal number five do not
require shareholder approval under the NYSE rules.

Response:

 (A) The Registrant reiterates its prior response that it is seeking shareholder approval of the Amended and
Restated Declaration of Trust due to contractual provisions in the Transaction Agreement, not because the proposed changes require shareholder
approval. Reputable Delaware counsel has been consulted and the Registrant represents to the SEC staff that it has determined that the
changes to the Declaration of Trust in proposal number five do not require shareholder approval under the Delaware Statutory Trust Act
or the existing Agreement and Declaration of Trust.

 (B) The Registrant represents to the SEC staff that the proposed amendments to the Declaration of Trust in
proposal number five do not require shareholder approval under NYSE rules.

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

CORRESP
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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

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September 24, 2020

VIA ELECTRONIC TRANSMISSION

Megan Miller

Accountant

U.S. Securities and Exchange Commission

Division of Investment Management

Disclosure Review Office

100 F. Street, N.E.

Washington, DC 20549

 Re: Response to Staff Comments Regarding Vertical Capital Income Fund

(File Nos. 333-208597; 811-22554) September 30, 2019 Annual Report and Related Matters

Dear Ms. Miller:

This correspondence is submitted in response
to the Staff's comments received on August 31, 2020 related to the September 30, 2019 annual report ("Annual Report")
for the Vertical Capital Income Fund (the "Registrant" or "Fund"). We have included a summary of the comments
and the Registrant's responses thereto, which the Registrant has authorized Thompson Hine LLP to make on its behalf.

Comment 1. In the Fund's N-CEN
filing for the fiscal year ended September 30, 2019, the Report of Independent Registered Public Accounting Firm on internal control
of financial reporting was not signed by the independent registered public accounting firm. Please explain why and file an amended
N-CEN with a signature.

Response: The Registrant notes
that the omission of the signature of Grant Thornton LLP was the result of human error. The Registrant has filed an amended N-CEN
with a signature of Grant Thornton LLP.

Comment 2. Please explain why
Loan No. 201593 changed maturity date from November 1, 2019 in the September 30, 2019 Annual Report to February 1, 2020, in the
March 31, 2020 Semi-Annual Report.

Response: As disclosed by footnote
in the March 31, 2020 Semi-Annual Report, the "[l]oan is in loss mitigation, which means the Fund is restructuring the loan
with the delinquent or defaulted borrower." Consequently, the extended maturity date reflects a restructuring of the maturity
date in an effort to maximize expected recovery for the Fund.

4843-8147-4761.1

Comment 3. The Fund's N-PORT filing
related to March 31, 2020, indicates that certain loans are in default. Pursuant to Reg S-X 12-12 footnote 7, which states in relevant
part, "Indicate by an appropriate symbol each issue of securities which is non-income producing. … If, on such respective
last interest or dividend date, no interest was paid or no cash or in kind dividends declared, the issue shall not be deemed to
be income producing." Please identify such loans as "non-income producing" securities in future annual and semi-annual
reports.

Response: The Registrant undertakes
to identify such loans as "non-income producing" securities in future annual and semi-annual reports.

Comment 4. Because the Fund holds
adjustable rate mortgages (ARM) please confirm that the Fund has considered the guidance of footnote 4 of Reg S-X 12-12. This footnote
states, in relevant part, that the Fund should "[f]or variable rate securities, indicate
a description of the reference rate and spread and: (1) The end of period interest rate or (2) disclose the end of period reference
rate for each reference rate described in the Schedule in a note to the Schedule."

Response: The Registrant has considered
the guidance of footnote 4 of Reg S-X 12-12 and believes the amount of adjustable rate mortgages is not material and that the addition
of a description of the reference rate and spread would not be material to shareholders. As of September 30, 2019, ARMs represented
less than five percent of the Fund’s investment portfolio from both a dollar value and number perspective. For the reasons
noted, the Registrant believes the reporting format for adjustable rate mortgages should remain as is. However, the Registrant
undertakes to monitor the percent of the Fund’s portfolio represented by ARMs and will determine whether additional footnote
4-related disclosures should be included in future filings.

If you have any questions or additional
comments, please call the undersigned at 614-469-3238.

Sincerely,

Parker Bridgeport

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June 4, 2019

John Ganley

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 Mr. Ganley:

On May 24, 2019, 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 June 3, 2019, 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.

Comment 1. Under the sub-heading "Performance,"
included under the heading "Evaluation by the Board of Trustees," there is an explanation "…that interval
fund comparisons are useful from a management fee and expense ratio, but they are not entirely useful from a performance standpoint
because of the Fund’s novel strategy." Please include an explanation of way in which the Fund’s strategy is novel.

Response: The Registrant has added the
following sentences immediately following the one referenced above. "The Fund’s strategy is novel when compared to
other interval funds because the Fund’s portfolio is composed solely of individual mortgage notes. While some other interval
funds may include real estate related securities in their portfolios, none follow a strategy as focused as the Fund’s."

Comment 2. Under the sub-heading "Fees
and Expenses," included under the heading "Evaluation by the Board of Trustees," there is a reference to a draft
semi-annual report. Since the semi-annual report is no longer a draft, please delete reference to "draft."

Response: The Registrant has removed
reference to "draft."

Comment 3. Under the sub-heading "Fees
and Expenses," included under the heading "Evaluation by the Board of Trustees," there are references to ranges
of reasonable management fees and expenses. Please revise this section to provide more specific references to averages and maximums
and qualify references to reasonable to invoke the Trustees view rather than state reasonable as an absolute.

Response: The Registrant has made the
following revisions to provide more specific references to averages and maximums and removed references to reasonable.

Fees and Expenses. The Trustees
noted that the Adviser charges an advisory fee of 1.25% and that the Fund had a net expense ratio of 2.50% as of the February 2019
prospectus and a more recent estimated net expense ratio of 2.57%, based on the draft March 31, 2019, semi-annual
report. The Trustees reviewed average fees for two peer groups: (i) closed-end exchange traded real estate and mortgage related
funds, and (ii) closed-end interval funds. The Trustees acknowledged that neither peer group was precisely comparable to the Fund
due to various factors including the significantly larger size of some peer funds, and differing strategies and objectives, but
agreed the information was relevant. They noted that the Fund’s advisory fee was lower than the interval fund peer group
average. They also noted that, while above the exchange traded fund peer group average of 1.21%, the Fund’s advisory fee
was significantly below the 1.76% upper end of the within the range of reasonable advisory
management fees of the exchange traded peer group. The Trustees also observed that Fund’s net expense
ratio is was above the 1.99% average of the interval fund peer group and above the 2.32% average of the exchange
traded fund peer group. They further observed that while Fund expenses were above average, they were below the 2.82% upper end
of the interval fund peer group and below the 3.41% upper end of the exchange traded fund peer group. within the range
of reasonable expenses of both peer groups. The Trustees concluded that the advisory fee and Fund expenses were not unreasonable.
The Trustees noted that the Adviser hads agreed to an Expense Limitation Agreement, whereby the Adviser
wouldill waive its fees and pay or absorb the ordinary operating expenses of the Fund (including offering
expenses, but excluding interest, brokerage commissions, extraordinary expenses and acquired und fees and expenses) to the extent
that they exceed 2.25%.

If you have any questions
concerning this request please contact JoAnn Strasser at (614) 469-3265 or Parker Bridgeport at (614) 469-3238.

 Sincerely,

/s/ Parker
Bridgeport

Parker Bridgeport

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Blu Giant, LLC

July 24, 2017

VIA ELECTRONIC TRANSMISSION

Kenneth Ellington

Accountant

U.S. Securities and Exchange Commission

Division of Investment Management

Disclosure Review Office

100 F. Street, N.E.

Washington, DC 20549

 Re: Response to Staff Comments Regarding Vertical Capital Income Fund

(File Nos. 333-173872; 811-22554) September 30, 2016 Annual Report

Dear Mr. Ellington:

This correspondence is submitted in response
to the Staff's follow up comments given on July 14, 2017 related comments originally given June 13, 2017, and addressed by response
letter date July 12, 2017; each related to the September 30, 2016 annual report ("Annual Report") for the Vertical Capital
Income Fund (the "Registrant" or "Fund"). We have included a summary of the comments and the Registrant's responses
thereto, which the Registrant has authorized Thompson Hine LLP to make on its behalf.

Comment 1. (Follow up to original
comment 8). With respect to mortgage notes held by the Fund that may be "restricted securities," please (i) confirm that
they can be resold without registration under the Securities Act of 1993 and thus not restricted securities, or (ii) provide a
supplementary undertaking to provide the information below with respect to investment in restricted securities that are consistent
with Article 12-12(note 8) of Reg. S-X, or (iii) provide an alternate explanation regarding the inapplicability of Article 12-12(note
8).

Article 12-12(note 8) calls for footnote
disclosure for each issue of restricted securities:

(a) as to each such issue:

(1) Acquisition date;

(2) carrying value per unit of investment
at date of related balance sheet, e.g., a percentage of current market value of unrestricted securities of the same issuer, etc.;
and

(3) the cost of such securities;

(b) as to
each issue acquired during the year preceding the date of the related balance sheet, the carrying value per unit of investment
of unrestricted securities of the same issuer at:

(1) The day the purchase price was
agreed to; and

(2) the day on which an enforceable
right to acquire such securities was obtained; and

(c) the aggregate
value of all restricted securities and the percentage which the aggregate value bears to net assets.

Response: Upon further consideration,
the Registrant confirms that mortgage notes are not restricted securities under Reg S-X as they can be re-sold to the public without
registration under the Securities Act of 1993. Here the Registrant observes that Reg. S-X defines restricted securities as "…securities
which cannot be offered for public sale without first being registered under the Securities Act of 1933…" (17 CFR 210.6-03).
Furthermore, the Registrant observes that mortgage notes are illiquid and primarily traded among institutions and not commonly
referred to by the investing public as securities considered for investment. The Registrant undertakes to assure its disclosures
reflect the illiquid nature of mortgage notes and will remove any disclosures that identify mortgage notes as restricted securities.

If you have any questions or additional
comments, please call the undersigned at 614-469-3238.

Sincerely,

/s/ Parker D. Bridgeport

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Blu Giant, LLC

July 12, 2017

VIA ELECTRONIC TRANSMISSION

Kenneth Ellington

Accountant

U.S. Securities and Exchange Commission

Division of Investment Management

Disclosure Review Office

100 F. Street, N.E.

Washington, DC 20549

 Re: Response to Staff Comments Regarding Vertical Capital Income Fund

(File Nos. 333-173872; 811-22554) September 30, 2016 Annual Report

Dear Mr. Ellington:

This correspondence is submitted in response
to the Staff's comments received on June 13, 2017 related to the September 30, 2016 annual report ("Annual Report") for
the Vertical Capital Income Fund (the "Registrant" or "Fund"). We have included a summary of the comments and
the Registrant's responses thereto, which the Registrant has authorized Thompson Hine LLP to make on its behalf.

Comment 1. Under the Management’s
Discussion of Fund Performance section, when referring to expense ratios, please include a reference to shareholder that suggests
they refer to the most recent financial statements for more current expense ratios.

Response: The Registrant undertakes
to include such a reference in future filings.

Comment 2. Please explain why
Loan No. 200003 was previously represented as a balloon loan but is now referred to as a fixed loan.

Response: The description of this
loan, which is a fixed rate balloon loan, was revised to reflect the most relevant characteristic of the loan which is the fixed
rate.

Comment 3. Please explain why
Investment No. 2000072 has a value price that is above par in spite of a 2051 maturity date and a 0% interest rate. As appropriate,
please also explain how valuation inputs, such as interest rate, were considered.

Response: The Registrant notes
that this loan was made under a Habitat for Humanity loan program which has a zero interest rate. Valuation inputs used to value
the loan included borrower payment history, FICO score, the underlying asset value and unpaid principal balance. After review of
the loan and its specific characteristics, we believe that the fair value of this particular loan should be revisited. Revaluation of loan resulted in a change
in the fair value that was immaterial to the financial statements of the Fund taken as a whole. The new valuation is currently
reflected in the Fund's daily pricing.

Comment 4. Under Assets and Liabilities,
please confirm that if there were open payables to the Trustees at statement date they were recorded pursuant to Article 6-04(12)
of Reg. S-X.

Response: The Registrant confirms
there were no open payables to the Trustees at statement date and that in the future if there are open payables to the Trustees
they will be recorded and presented in conformity with Article 6-04(12) of Reg. S-X.

Comment 5. In the Notes to Financial
Statements Note No. 2, please include an additional summary giving the weighted average discount used to value securities.

Response: The Registrant undertakes
to include an additional summary giving the weighted average discount rate used to value securities in future filings.

Comment 6. In Note No. 2, please
confirm that the method used to amortize or accrete premiums and discounts is the effective interest rate method consistent with
ASC 325-40 "accounting for a transferor's interests in securitized transactions accounted
for as sales (see Topic 860 ) and purchased beneficial interests." Furthermore, please provide a description in the
notes regarding this effective interest rate method.

Response: The Registrant confirms
it uses the effective interest rate method and will include a description in the notes in future filings.

Comment 7. With respect to the
credit facility, please provide the average interest rate paid during the fiscal year consistent with Article 6-07(3) Reg. S-X
and ASC 946-225.

Response: The Registrant undertakes
to include the average interest rate paid in future filings.

Comment 8. With respect to investment
in restricted securities, please provide disclosures that are consistent with Article 12-12(note 8) of Reg. S-X. Please assure
that all relevant statistics are reported including those in the following list:

(a) As to each such issue:

(1) Acquisition date;

(2) carrying value per unit of investment
at date of related balance sheet, e.g., a percentage of current market value of unrestricted securities of the same issuer, etc.;
and

(3) the cost of such securities;

(b) as to each issue acquired during
the year preceding the date of the related balance sheet, the carrying value per unit of investment of unrestricted securities
of the same issuer at:

(1) The day the purchase price was
agreed to; and

(2) the day on which an enforceable
right to acquire such securities was obtained; and

(c) the aggregate value of all
restricted securities and the percentage which the aggregate value bears to net assets.

Response: The Registrant observes
that the notes it purchases are not restricted securities in the usual sense or the sense intended to be addressed by Article 12-12(note
8) of Reg. S-X. Consequently, the Registrant believes that because of the nature of its investments it could not reasonably report
all of the data contemplated under items (a), (b) and (c) above. However, the Registrant notes that a summary of cost and aggregate
value percentage is presently reported.

Comment 9. In note 5 when describing
the recapture provisions of the Expense Limitation Agreement, please include a reference to the fact that the recapture can take
place only if the fund expenses are lower than both the lesser of the current expense cap and the expense cap in place at the time
of the waiver. Also include this in the future Prospectuses.

Response: The Registrant undertakes
to expand the recapture disclosures as described above in future filings.

Comment 10. Please explain why
you did not include a reference to a $600,000 insurance recovery under the subsequent event note.

Response: The Registrant notes
that the recovery was made subsequent to the financial statements as of September 30, 2016, and was determined not to be material
in relation to the financial statements taken as a whole.

Comment 11. With respect to offering
expenses, please explain why there does not appear to be a line added in the statement of operations and in the notes describing
the offering expenses and the accounting treatment accorded to them.

Response: The Registrant notes
that offering expenses are taken into expenses during the 12 months following their incurrence. The Registrant notes this expense
was captured in the line item entitled "registration and filing fees" in the Statement of Operations. The Registrant
undertakes to include in the notes a description of the offering expenses and the accounting treatment accorded to them in future
filings.

If you have any questions or additional
comments, please call the undersigned at 614-469-3238.

Sincerely,

/s/ Parker D. Bridgeport

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GemCom, LLC

May 19, 2014

VIA ELECTRONIC TRANSMISSION

Kenneth Ellington

Financial Analyst

U.S. Securities and Exchange Commission

Division of Investment Management

Disclosure Review Office

100 F. Street, N.E.

Washington, DC 20549

Re:

Response to Staff Comments Regarding Vertical Capital Income Fund

(File Nos. 333-173872; 811-22554) September 30, 2013 Annual Report

Dear Mr. Ellington:

This correspondence is submitted in response to the Staff's comments received on April 25, 2014 related to the September 30, 2013 annual report ("Annual Report") for the Vertical Capital Income Fund (the "Registrant" or "Fund").  We have included a summary of the comments and the Registrant's responses thereto, which the Registrant has authorized Thompson Hine LLP to make on its behalf.

Comment 1.  When making any notice of late filing pursuant to Rule 12b-25 that is caused, at least in part, by a delay related to a required opinion, report or certification to be provided by a person other than the Registrant, such as the Fund’s Independent Registered Public Accounting Firm, please include as an exhibit a letter from the other person describing the nature of the delay that is consistent with the Registrant’s description of the nature of the delay under the heading "PART III - NARRATIVE" of Form 12b-25.

Response:  The Registrant undertakes to include a letter from the relevant other person under the circumstances described above.

Comment 2.  When filing annual or semi-annual reports, as required by Note 8 of Rule 12-12 of Reg S-X, please include in a footnote to the schedule of investments the following amounts based on cost for Federal income tax purposes:

(a) aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost,

(b) the aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value,

(c) the net unrealized appreciation or depreciation, and

(d) the aggregate cost of securities for Federal income tax purposes.

Response:  The Registrant undertakes to include the Federal income tax appreciation and/or depreciation related disclosure as described above.

Comment 3.  Because the Annual Report includes the "Report of the Independent Registered Public Accounting Firm" which is dated December 5, 2013, it would appear that the Annual Report could not have been mailed to shareholders within 60 days following the end of the fiscal year as required under Rule 30e-1 of Reg S-X. Please state when the mailing to shareholders commenced and whether the Board of Trustees is aware of this delay.

Response:  The mailing to shareholders commenced on December 11, 2013.  The Board of Trustees has been made aware and has instructed Fund-related parties to enhance their reporting procedures to assure timely filing and mailing of all Fund documents, forms and reports.

The Registrant has authorized Thompson Hine LLP to convey to you that the Registrant acknowledges the following:

1.

The Registrant is responsible for the adequacy and accuracy of the disclosure in the filings reviewed by the staff;

2.

Staff comments or changes to disclosure in response to staff comments in a filing reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

3.

The Registrant may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or additional comments, please call the undersigned at 614-469-3238.

Sincerely,

/s/ Parker D. Bridgeport

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GemCom, LLC

June 27, 2011

Brion Thompson

Office of Disclosure and Review

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

Vertical Capital Income Fund:  File Nos. 333-173872 and 811-22554

Dear Mr. Thompson:

On May 3, 2011, Vertical Capital Income Fund (the “Fund”) filed a registration statement on Form N-2 pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”).  The Fund invests primarily in interest income-producing debt securities secured by residential real estate.  On May 26, 2011, the staff of the Division of Investment Management asked the Fund to explain why it believes it is not excluded from the definition of an “investment company” under Section 3(c)(5)(C) of the 1940 Act and, thus, not required to register under Section 8 of the 1940 Act.  The Fund responded by letter dated June 10, 2011.  On June 16, 2011, you had a telephone conversation with the undersigned and Michael Wible of Thompson Hine to discuss the Fund’s response and to ask the Fund to supplement its June 10, 2011 response with a discussion of the applicability of the staff no-action letter issued to NAB Asset Corporation in 1991 (the “NAB Letter”).  We have reviewed the NAB Asset Corporation no-action letter and continue to believe that the exclusion in Section 3(c)(5)(C) is inapplicable to the Fund.

The NAB Letter established a three part test for determining whether at least 55% of a funds assets consist of mortgages and other liens on and interests in real estate ("qualifying interests").1
 According to the NAB Letter, each real estate loan
included in the 55% must meet the following criteria:

1.

the loan will be secured by a mortgage or deed of trust on one or more tracts or parcels of real estate;

2.

100% of the principal amount of the loan as indicated in the credit files of the originating back was secured by real estate at the time of origination; and

3.

100% of the fair market value of the loan will be secured by real estate at the time the company [fund] receives the loan.  The fair market value of the loans is based on the acquisition prices of the loans.

Notes purchased by the Fund meet the first two prongs of the test.  With respect to the third prong, the Fund acquires notes at significant discounts, which in many cases may be at prices below the value of the real estate securing the loan.  In those cases, the notes would be fully secured by real estate at the time they are acquired.

However, we believe the Fund’s transactions can be distinguished from those in the NAB Letter on several grounds.  First, the Fund will engage in no activities other than investing in notes secured by real estate.  In the NAB Letter, the company also managed and serviced loans and real estate on a fee basis for other parties and acquired real estate from the Resolution Trust Corporation and the Federal Deposit Insurance Corporation.  These activities are more akin to the activities contemplated by Section 3(c)(5)(C) than are the Fund’s activities.

Second, the primary business of the company in the NAB Letter was the management and liquidation of loans and real estate acquired from a failed bank.  In contrast, the primary business of the Fund is to invest in notes and manage those notes to ensure the continued payment of principal and interest.  The Fund’s adviser does not acquire notes with the intention of generating returns by foreclosing on and selling the collateral.  Rather, the Fund’s return will depend on the adviser’s skill in selecting appropriate notes and working with borrowers to ensure that they are able to stay current with principal and interest payments.

Third, we believe that in determining whether a note is fully secured, the value of the real estate securing the note should be reduced by the transactions costs that the Fund would reasonably expect to incur if it should foreclose on the property.  These transactions costs would, but not be limited to, include property taxes, maintenance expenses, legal fees and real estate broker commissions.  In addition, the property will likely sell at a price below market value due to the need to mitigate transaction costs and because the Fund is not in the business of owning real estate.  While it is difficult to quantify these costs due to local and national market differences, these transaction cost have the potential to significantly reduce the value of the collateral backing many of the loans.  Applying these facts to determine whether the notes are fully secured is consistent with the definition of “fully collateralized” in Rule 5b-3 under the 940 Act, which takes into account transaction cost.

Finally, the Fund’s decision to invest in a note is not based on the value of the collateral backing the note.  Rather, the adviser analyzes the creditworthiness of the borrower, just as an adviser would analyze the credit worthiness of an issuer of commercial paper or a counterparty to a repurchase agreement.  Other than the fact that the note is collateralized by real estate, the investment decision is no different than if the Fund were buying a corporate note.

________________________________________

If you have any questions or additional comments, please call the undersigned at 513-352-6725.

Best regards,

/s/ JoAnn M. Strasser

JoAnn M. Strasser

Footnotes

1 The staff has issued numerous no action letters under Section 3(c)(5)(C) in which it has taken the position that an issuer may rely on the exclusion provided by Section 3(c)(5)(C) if at least 55% of its assets consist of mortgages and other liens on and interests in real estate ("qualifying interests") and the remaining 45% of its assets consist primarily of real estate-type interests.  The staff also has taken the position that a “qualifying interest” is an asset that represents an actual interest in real estate or is a loan or lien fully secured by real estate.

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GemCom, LLC

                                                                                                                                        June 10, 2011

Brion Thompson

Office of Disclosure and Review

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: Vertical Capital Income Fund:  File Nos. 333-173872 and 811-22554

Dear Mr. Thompson:

On May 3, 2011, Vertical Capital Income Fund (the “Fund”) filed a registration statement on Form N-2 pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”).  The Fund invests primarily in interest income-producing debt securities secured by residential real estate.  On May 26, 2011, the staff of the Division of Investment Management asked the Fund to explain why it believes it is not excluded from the definition of an “investment company” under Section 3(c)(5)(C) of the 1940 Act and, thus, not required to register under Section 8 of the 1940 Act.  The Fund believes that the exclusion in Section 3(c)(5)(C) is inapplicable because the Fund is not acquiring “qualifying interests” in real estate, as that term has been defined by the staff, and the Fund should be deemed to be issuing redeemable securities.

Background

The Fund’s investment objective is to seek income and it pursues that objective by investing in notes issued by financial institutions.  The notes are backed by a security agreement in the form of a mortgage or deed of trust.  The Fund’s adviser assembles a group of notes with similar credit quality and collateral value and selects those securities expected to produce the highest level of income.  The adviser also considers the potential for capital appreciation.  Generally, the adviser expects to purchase notes at a significant discount from their face value in order to increase yield and to provide a cushion in the event of delinquency and default.  The adviser sells a note if a target price is reached, borrower’s fundamentals deteriorate, or a more attractive investment opportunity is identified.  Neither the Fund nor the adviser is involved in the origination of any loans.

The Fund intends to operate as a closed-end interval fund in reliance on Rule 23c-3 under the 1940 Act.  As required by Rule 23c-3, the Fund will offer to repurchase at net asset value at least 5% of the outstanding shares of the Fund (the “Repurchase Amount”) on a quarterly basis.  The Fund will segregate liquid assets equal to 100% of the Repurchase Amount to ensure that it can meet all repurchase requests.

The Fund will be sold on a continuous basis to retail investors.  The minimum investment is $5,000 for individuals and $1,000 for retirement plan accounts.

Analysis

Section 3(c)(5)C) of the 1940 Act excludes from the definition of any investment company any person (i) who is not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates, and (ii) who is primarily engaged in purchasing or otherwise acquiring mortgages and other liens on and interest in real estate.

Section 2(a)(32) of the 1940 Act defines a redeemable security as "any security, other than short-term paper, under the terms of which the holder, upon its presentation to the issuer or to a person designated by the issuer, is entitled (whether absolutely or only out of surplus) to receive approximately his proportionate share of the issuer's current net assets, or the cash equivalent thereof."

Paragraph (d) of Rule 23c-3 provides that a company that makes periodic or discretionary repurchase offers shall not thereby be deemed to be an issuer of redeemable securities within Section 2(a)(32) of the 1940 Act.

1.

Mortgages and Other Liens on and Interest in Real Estate

The staff has issued numerous no action letters under Section 3(c)(5)(C) in which it has taken the position that an issuer may rely on the exclusion provided by Section 3(c)(5)(C) if at least 55% of its assets consist of mortgages and other liens on and interests in real estate ("qualifying interests") and the remaining 45% of its assets consist primarily of real estate-type interests.1  The staff also has taken the position that a “qualifying interest” is an asset that represents an actual interest in real estate or is a loan or lien fully secured by real estate.2  The Fund can be distinguished from those issuers seeking to rely on the exclusion in Section 3(c)(5)(C) because the Fund invests in notes where the property subject to the mortgage or deed of trust does not fully secure the note.  Unlike funds whose investments are fully secured and that will foreclose on defaulted loans, the Fund invests in discounted notes with the goal of restructuring payment schedules, in the event of delinquency or default, to ensure continued payment of principal and interest.  While the Fund will have the ability to foreclose or pursue other legal recourse on non-performing notes, its strategy is to avoid recovery through these means.  Cash flow and capital appreciation are the goals of the Fund, not investment in or ownership of the underlying real estate.  As a result, it is our view that the Fund is not primarily engaged in the business of acquiring mortgages or interests in real estate.

1 Citytrust, (pub. avail. Dec. 19, 1990); Greenwich Capital Acceptance Inc., (pub. avail. Aug.. 8, 1991); United Bankers, Inc. (pub. avail. Mar. 23, 1988).

2 Capital Trust, Inc., SEC No-Action Letter, (pub. avail. Feb. 3, 2009); Medidentic Mortgage Investors, SEC No-Action Letter, 1984 LEXIS 1506 (May 23, 1984); Merrill Lynch, Pierce, Fenner & Smith Incorporated, SEC No-Action Letter, 1981 WL 25365 (Oct. 5, 1981).

In addition, investors in the Fund will benefit from the protections afforded by registration.  Unlike funds relying the exclusion in Section 3(c)(5)(C), the Fund would be subject to the limitations and restrictions of the 1940 Act, as well as to periodic examination by the staff.

2.

Redeemable Securities

Rule 23c-3(d) provides that a closed-end interval fund will not be deemed to be an issuer of redeemable securities.  This provision was included in the final version of the rule, presumably to maintain the distinction between open-end and closed-end funds and because the staff concluded that investors in an interval fund do not have an unqualified right to compel periodic repurchases.3  The Fund, however, asserts that it may elect to be treated as though it were issuing redeemable securities.  Although a shareholder in the Fund may not have the right to demand repurchase of his or her shares at any time, neither does the Fund have complete discretion as to if and when it will repurchase shares, the amount of shares it will repurchase, and at what price it will repurchase the shares.4  Because the Fund must repurchase at least 5% of it outstanding shares at net asset value on a quarterly basis, must honor all repurchase requests up to that amount, must maintain liquid assets equal to 100% of the Repurchase Amount and may not change this policy without a shareholder vote, the Fund believes that it is reasonable to deem that the Fund, in this circumstance, is issuing redeemable securities.

The exclusion in Section 3(c)(5)(C) consists of two distinct components.  Therefore, even if the staff is not persuaded that the Fund is issuing redeemable securities, Section 3(c)(5)(C) is still inapplicable as long as the staff finds that the Fund is not primarily engaged in purchasing or otherwise acquiring mortgages and other liens on and interest in real estate.

3 Protecting Investors: A Half Century of Investment Company Regulation, May 1992, 466-470; Repurchase Offers by Closed-End Management Investment Companies, Rel. No. IC-19399 (April 14, 1993).

4 The staff has found each of these factors persuasive in determining that an issuer is not issuing redeemable securities.  Hughes & Hatcher, Inc. SEC No-Acton Letter, 1977 WL 11436 (August 19, 1977); Medidentic Mortgage Investors, SEC No-Action Letter, 1984 LEXIS 1506 (May 23, 1984); Havatampa Corporation, SEC No-Action Letter, 1977 LEXIS 1966 (July 20, 1997);

the Section 3(c)(5)(C) is inapplicable

Conclusion

The Fund believes that the exclusion in Section 3(c)(5)(C) is inapplicable because the Fund is not acquiring “qualifying interests” in real estate, as that term has been defined by the staff.  In addition, the Fund believes that as an interval fund, it should be deemed to be issuing redeemable securities.

________________________________________

If you have any questions or additional comments, please call the undersigned at 513-352-6725.

Best regards,

/s/ JoAnn M. Strasser

JoAnn M. Strasser

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.
 2

  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.
 3

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.

 4

 5

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.

*          *          *         *          *

 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