Form SC 13D/A Vertical Capital Income Filed by: Bulldog Investors, LLP

SCHEDULE 13D/A


DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
3/21/22


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
631,644

9. SOLE DISPOSITIVE POWER
11,876
_______________________________________________________

10. SHARED DISPOSITIVE POWER
631,644


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
643,520 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.20%

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
942,586

9. SOLE DISPOSITIVE POWER
11,876
_______________________________________________________

10. SHARED DISPOSITIVE POWER
942,586


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
954,462(Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

9.20%


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
942,586

9. SOLE DISPOSITIVE POWER
11,876
_______________________________________________________

10. SHARED DISPOSITIVE POWER
942,586


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
954,462(Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

9.20%



14. TYPE OF REPORTING PERSON

IN

___________________________________________________________

ITEM 1. SECURITY AND ISSUER

This statement constitutes Amendment #5 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 March 18, 2022, Bulldog Investors, LLP is deemed to be the beneficial
owner of 643,520 shares of VCIF (representing 6.20% 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 643,520 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 643,520 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 631,644 shares (representing 6.09% of
VCIF's outstanding shares).

As of March 18, 2022, each of Messrs. Goldstein and Dakos is deemed to be the
beneficial owner of 954,462 shares of VCIF (representing 9.20% 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 631,644 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:
1/19/2022		800		10.1000
1/24/2022		1500		9.8500


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: 3/21/22

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

					     March 21, 2022

Stanton P. Eigenbrodt, Secretary
Vertical Capital Income Fund
80 Arkay Drive, Suite 110
Hauppauge, NY 11788.

Dear Mr. Eigenbrodt:

In consideration of announcement issued by the Fund on February 22, 2022 that
it has engaged Ladenburg Thalmann & Co. Inc. to evaluate strategic alternatives
for the Fund, with the goal of increasing shareholder value, we hereby withdraw
the proposal we submitted in a letter dated January 18, 2022 requesting 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.

                         			Very sincerely yours,

						/S/ Phillip Goldstein

						Phillip Goldstein
						Chairman

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