0001504304-19-000018.txt : 20190917
0001504304-19-000018.hdr.sgml : 20190917
20190917121600
ACCESSION NUMBER: 0001504304-19-000018
CONFORMED SUBMISSION TYPE: DFAN14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20190917
DATE AS OF CHANGE: 20190917
EFFECTIVENESS DATE: 20190917
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: DFAN14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 811-22554
FILM NUMBER: 191096409
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: DFAN14A
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
DFAN14A
1
dfan14a.txt
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:
URGENT NOTICE ABOUT YOUR INVESTMENT IN VERTICAL
CAPITAL INCOME FUND
Until recently, Vertical Capital Income Fund (the "Fund") allowed
shareholders to redeem their shares at net asset value ("NAV").
However, in the two most recent quarters, more than 40% of the
outstanding shares were submitted for redemption but the Fund was
only willing to redeem 5% of the outstanding shares. That limitation
understandably left many shareholders frustrated. Consequently, the
Board of Trustees considered several options, including liquidating
the Fund. Ultimately, it determined to convert the Fund to an
exchange-traded closed-end fund. After the conversion the rush by
many shareholders to sell their shares caused the stock price to fall
by more than 30%. Essentially, shareholders went from the frying pan
into the fire. They could sell all their shares but only at a price
far below NAV.
The Fund's manager now wants shareholders to approve a new investment
advisory agreement by September 30th. That will benefit the manager who
would like to continue to collect about $1.6 million per year in fees
from the Fund, but it will do nothing to narrow the discount. Instead,
by voting against the new agreement on the enclosed GREEN proxy card,
you can send a message to the Board that you want to liquidate the Fund
so that you can to monetize your entire investment at or close to NAV.
WE DON'T THINK SHAREHOLDERS SHOULD HAVE TO ACCEPT A BIG DISCOUNT
FROM NAV WHEN THEY CHOOSE TO SELL THEIR SHARES.
***
TIME IS SHORT. IF YOU WANT TO SEND A STRONG MESSAGE TO THE
BOARD THAT YOU DO NOT WANT TO SELL YOUR SHARES AT A BIG DISCOUNT FROM
NAV PLEASE SIGN AND RETURN OUR GREEN PROXY CARD IMMEDIATELY -- EVEN IF
YOU PREVIOUSLY SIGNED MANAGEMENT'S PROXY CARD. PLEASE SEE THE ENCLOSED
INSTRUCTIONS IF YOU WOULD LIKE TO VOTE ONLINE OR BY TELEPHONE.
IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE YOUR PROXY, PLEASE CALL
INVESTORCOM AT 1-877-972-0090.
Very truly yours,
/s/Phillip Goldstein
Phillip Goldstein
Principal
Bulldog Investors, LLC