Filing Details

SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 1/18/22 1. NAME OF REPORTING PERSON Bulldog Investors, LLP 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DE ___________________________________________________________ 7. SOLE VOTING POWER 11,876 8. SHARED VOTING POWER 629,344 9. SOLE DISPOSITIVE POWER 11,876 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 629,344 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 641,220 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.18% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 11,876 8. SHARED VOTING POWER 940,286 9. SOLE DISPOSITIVE POWER 11,876 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 940,286 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 952,162(Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.17% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 11,876 8. SHARED VOTING POWER 940,286 9. SOLE DISPOSITIVE POWER 11,876 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 940,286 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 952,162(Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.17% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ ITEM 1. SECURITY AND ISSUER This statement constitutes Amendment #4 to the schedule 13d filed July 29, 2019. Except as specifically set forth herein, the Schedule 13d remains unmodified. ITEM 4. PURPOSE OF TRANSACTION See exhibit A - Letter to the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the N-CSR filed on December 9, 2021, there were 10,380,003 shares of common stock outstanding as of September 30, 2021. The percentages set forth herein were derived using such number. Phillip Goldstein and Andrew Dakos own Bulldog Investors, LLP a registered investment advisor. As of January 18, 2022, Bulldog Investors, LLP is deemed to be the beneficial owner of 641,220 shares of VCIF (representing 6.18% of VCIF's outstanding shares) solely by virtue of Bulldog Investors, LLP's power to direct the vote of, and dispose of, these shares. These 641,220 shares of VCIF include 11,876 shares (representing 0.11% of VCIF's outstanding shares) that are beneficially owned by Mr. Goldstein. All other shares included in the aforementioned 641,220 shares of VCIF beneficially owned by Bulldog Investors LLP(solely by virtue of its power to sell or direct the vote of these shares) are also beneficially owned by clients of Bulldog Investors, LLP who are not members of any group. The total number of these "non-group" shares is 629,344 shares (representing 6.06% of VCIF's outstanding shares). As of January 18, 2022, each of Messrs. Goldstein and Dakos is deemed to be the beneficial owner of 952,162 shares of VCIF (representing 9.17% of VCIF's outstanding shares) by virtue of their power to direct the vote of, and dispose of, these shares. (b)Bulldog Investors,LLP has sole power to dispose of and vote 11,876 shares. Bulldog Investors, LLP and Messrs. Goldstein and Dakos have shared power to dispose of and vote 629,344 shares. Certain of Bulldog Investors, LLP's clients (none of whom beneficially own more than 5% of VCIF's shares) share this power with Bulldog Investors, LLP. Messrs.Goldstein and Dakos are control persons of Bulldog Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose of and vote an additional 310,942 shares. c)During the last 60 days the following shares of VCIF were purchased: Date: Shares: Price: 1/18/2022 350 10.1000 1/11/2022 2050 10.2350 d) Clients of Bulldog Investors, LLP and an account managed by Messrs.Goldstein and Dakos are entitled to receive any dividends or sales proceeds. e) N/A

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS See exhibit A - Letter to the Company After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: 1/19/22 By: /S/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Bulldog Investors, LLP By: /s/ Andrew Dakos Andrew Dakos, Partner Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein. Exhibit A Special Opportunities Fund, Inc. 615 East Michigan Street, Milwaukee, WI 53202 January 18, 2022 Stanton P. Eigenbrodt, Secretary Vertical Capital Income Fund 80 Arkay Drive, Suite 110 Hauppauge, NY 11788. Dear Mr. Eigenbrodt: Please distribute this letter to each trustee of Vertical Capital Income Fund (VCIF). On Friday, January 14, 2022, Andy Dakos and I had a discussion with Mr. McDowell and Mr. Schlafly about the future of VCIF at which time we informed them that we would be submitting a proposal for a vote at the next meeting of stockholders. We are available for further discussions with them or other representatives of VCIF at a mutually agreed upon time. Special Opportunities Fund is the beneficial owner of shares of VCIF with a value in excess of $25,000.00 and has held them continuously for more than one year. We plan to continue to hold them through the next meeting of shareholders. A letter verifying our continuous ownership accompanies this letter. We hereby submit the following proposal and supporting statement pursuant to SEC Rule 14a-8 for inclusion in management's proxy materials for the next meeting of stockholders for which it is timely submitted. We ask that the board agree to promptly implement the proposal if more votes are cast for it than against it. If the board does not agree to do so by February 11, 2022, we intend to seek representation on the board and may submit one or more additional proposals. ******* RESOLVED: The stockholders of Vertical Capital Income Fund (VCIF) request that the Board of Directors adopt a plan that would allow shareholders to realize a price for their shares that is at or close to net asset value (NAV), e.g., to dissolve the Fund or convert it to (or merge it with) an exchange traded fund (ETF) or an open-end mutual fund. SUPPORTING STATEMENT Since VCIF converted from an interval fund to a closed-end fund in April 2019, its shares have always traded at a discount to their NAV. Currently, the discount of almost 10% is the second widest of all 137 domestic fixed income closed-end funds, many of which are trading at a premium to NAV. Consequently, we think the Board should adopt a plan to afford shareholders an opportunity to sell their shares at a price that is at or close to NAV. In order to achieve that objective, the Board should consider all options to maximize shareholder value including whether VCIF should be liquidated or converted into (or merged with) an ETF or an open-end mutual fund. Very truly yours, /S/ Phillip Goldstein Phillip Goldstein Chairman