SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials [x]
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
Vertical Capital Income Fund
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required [x].
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials [].
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing [].
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
60 Heritage Drive, Pleasantville, NY 10570; Phone: 914-747-5262;
pgoldstein@bulldoginvestors.com
September 13, 2019
Stanton P. Eigenbrodt, Secretary
Vertical Capital Income Fund
80 Arkay Drive, Suite 110
Hauppauge, NY 11788.
Dear Mr. Eigenbrodt:
I am a shareholder of record of Vertical Capital Income Fund
(the "Fund"). As you know, an affiliate of mine is soliciting proxies
for the 2019 annual meeting of shareholders of the Fund scheduled to
be held on August 30, 2019 and which was adjourned first to September
11, 2019, and most recently to September 30, 2019
Pursuant to Section 3819 of the Delaware Statutory Trust Act, I
hereby demand (1) a current list of the name and last known business,
residence or mailing address of each beneficial shareholder of the
Fund that is entitled to vote at the meeting and the number of shares
held by each such shareholder, (2) with respect to those shares held
in street name, any information regarding beneficial owners that is
in the possession of the Fund (or its agent) including a "Non
Objecting Beneficial Owners" (NOBO) list, and (3) a list of the
depositories of DTC (Cede) and the number of shares held by each
depository on behalf of its customers. Please provide this information
as soon as possible in precisely the same format as it was provided
to the Fund (or its agent).
I hereby affirm that the requested information shall be used
solely for soliciting proxies for the Fund's annual meeting and that
neither I nor any affiliate of mine shall sell or offer it for sale
or aid the procurement of such information for an improper purpose.
If you wish, you may email the requested information to us or
John Grau of InvestorCom, our proxy solicitor. Mr. Grau's email
address is jgrau@investor-com.com.
Very truly yours,
/S/ Phillip Goldstein
Phillip Goldstein
Cc: Joanne M. Strasser, Thompson Hine LLP