<SEC-DOCUMENT>0001504304-19-000016.txt : 20190821
<SEC-HEADER>0001504304-19-000016.hdr.sgml : 20190821
<ACCEPTANCE-DATETIME>20190821154942
ACCESSION NUMBER:		0001504304-19-000016
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20190821
DATE AS OF CHANGE:		20190821
GROUP MEMBERS:		ANDREW DAKOS
GROUP MEMBERS:		BULLDOG INVESTORS, LLC
GROUP MEMBERS:		PHILLIP GOLDSTEIN
GROUP MEMBERS:		STEVEN SAMUELS

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Vertical Capital Income Fund
		CENTRAL INDEX KEY:			0001517767
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-91083
		FILM NUMBER:		191043099

	BUSINESS ADDRESS:	
		STREET 1:		80 ARKAY DRIVE
		STREET 2:		SUITE 110
		CITY:			HAUPPAUGE
		STATE:			NY
		ZIP:			11788
		BUSINESS PHONE:		631-470-2600

	MAIL ADDRESS:	
		STREET 1:		80 ARKAY DRIVE
		STREET 2:		SUITE 110
		CITY:			HAUPPAUGE
		STATE:			NY
		ZIP:			11788

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Bulldog Investors, LLC
		CENTRAL INDEX KEY:			0001504304
		IRS NUMBER:				270926182
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		PARK 80 WEST - PLAZA TWO
		STREET 2:		250 PEHLE AVE. SUITE 708
		CITY:			SADDLE BROOK
		STATE:			NJ
		ZIP:			07663
		BUSINESS PHONE:		201 556-0092

	MAIL ADDRESS:	
		STREET 1:		PARK 80 WEST - PLAZA TWO
		STREET 2:		250 PEHLE AVE. SUITE 708
		CITY:			SADDLE BROOK
		STATE:			NJ
		ZIP:			07663

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Brooklyn Capital Management LLC
		DATE OF NAME CHANGE:	20101026
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>thirda.txt
<TEXT>
SCHEDULE 13D/A


DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
8/20/19


1. NAME OF REPORTING PERSON
Bulldog Investors, LLC


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
15,626

8. SHARED VOTING POWER
603,879

9. SOLE DISPOSITIVE POWER
15,626
_______________________________________________________

10. SHARED DISPOSITIVE POWER
603,879


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
619,505 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

5.97%

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
15,626

8. SHARED VOTING POWER
914,821

9. SOLE DISPOSITIVE POWER
15,626
_______________________________________________________

10. SHARED DISPOSITIVE POWER
914,821


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
930,447 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

8.96%



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
15,626

8. SHARED VOTING POWER
914,821

9. SOLE DISPOSITIVE POWER
15,626
_______________________________________________________

10. SHARED DISPOSITIVE POWER
914,821


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
930,447 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

8.96%


14. TYPE OF REPORTING PERSON

IN

___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels


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
15,626

8. SHARED VOTING POWER
603,879

9. SOLE DISPOSITIVE POWER
15,626
_______________________________________________________

10. SHARED DISPOSITIVE POWER
603,879


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
619,505 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

5.97%


14. TYPE OF REPORTING PERSON

IN
_______________________________________________________

Item 1. SECURITY AND ISSUER

TThis statement constitutes Amendment #1 to the schedule 13d
filed July 29, 2019. Except as specifically set forth
herein, the Schedule 13d remains unmodified.




ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the DEF 14A filed on June 21, 2019, there were 10,380,002 shares
of common stock outstanding as of June 20, 2019. The percentages set forth
herein were derived using such number.  Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of August 20, 2019, Bulldog Investors, LLC is deemed to be the beneficial
owner of 619,505 shares of VCIF (representing 5.97% of VCIF's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of,and dispose of, these shares. These 619,505 shares of VCIF include 15,626
shares (representing 0.15% of VCIF's outstanding shares) that are beneficially
owned by Mr. Goldstein and Mr.Samuels.
All other shares included in the aforementioned 619,505 shares of VCIF
beneficially owned by Bulldog Investors LLC (solely by virtue of its power
to sell or direct the vote of these shares) are also beneficially owned by
clients of Bulldog Investors, LLC who are not members of any group. The total
number of these "non-group" shares is 603,879 shares (representing 5.82% of
VCIF's outstanding shares).

As of August 20,2019, each of Messrs. Goldstein and Dakos is deemed to be the
beneficial owner of 930,447 shares of VCIF (representing 8.96% of VCIF's
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these shares.

(b)Bulldog Investors,LLC has sole power to dispose of and vote 15,626 shares.
Bulldog Investors, LLC and Messrs. Goldstein and Dakos have shared power to
dispose of and vote 603,879 shares. Certain of Bulldog Investors, LLC's clients
(none of whom beneficially own more than 5% of VCIF's shares) share this power
with Bulldog Investors, LLC. Messrs.Goldstein, Dakos and Samuels are control
persons of Bulldog Investors, LLC. Messrs. Goldstein and Dakos have shared
power to dispose of and vote an additional 310,942 shares.


c)Since the past filing on 7/29/19 the following shares of VCIF were purchased:

Date:		        Shares:		Price:
8/20/2019		45,000		10.0852
8/16/2019		6,060		 10.1083
8/15/2019		25,940		 10.0663
8/14/2019		12,300		 10.1271
8/13/2019		3,500		 10.1297
7/29/2019		51,753		 10.1847



d) Clients of Bulldog Investors, LLC and an account managed by Messrs.Goldstein
and Dakos are entitled to receive any dividends or sales proceeds.

e) N/A

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None

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: 8/21/2019

By: /S/ Phillip Goldstein
Name:   Phillip Goldstein

By: /S/ Andrew Dakos
Name:   Andrew Dakos


By: /S/ Steven Samuels
Name:   Steven Samuels

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.









</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>