Sec Form 3 Filing - Carlyle Global Credit Investment Management L.L.C. @ Vertical Capital Income Fund - 2023-01-12

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Carlyle Global Credit Investment Management L.L.C. 2. Issuer Name and Ticker or Trading Symbol Vertical Capital Income Fund [ VCIF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2023 (Street) WASHINGTON, DC20004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Shares of Beneficial Interest 0( 1 )( 2 )( 3 )( 4 ) I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carlyle Global Credit Investment Management L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 WASHINGTON, DC20004 X Carlyle Group Inc. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 WASHINGTON, DC20004-2505 X Carlyle Holdings I GP Inc. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 WASHINGTON, DC20004-2505 X Carlyle Holdings I GP Sub L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 WASHINGTON, DC20004-2505 X Carlyle Holdings I L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 WASHINGTON, DC20004-2505 X CG Subsidiary Holdings L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 WASHINGTON, DC20004-2505 X TC Group, LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 WASHINGTON, DC20004-2505 X Carlyle Investment Management LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 WASHINGTON, DC20004-2505 X Signatures CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director 01/23/2023 Signature of Reporting Person Date THE CARLYLE GROUP INC., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Chief Financial Officer 01/23/2023 Signature of Reporting Person Date CARLYLE HOLDINGS I GP INC., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director and Chief Financial Officer 01/23/2023 Signature of Reporting Person Date CARLYLE HOLDINGS I GP SUB L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director and Chief Financial Officer 01/23/2023 Signature of Reporting Person Date CARLYLE HOLDINGS I L.P., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director 01/23/2023 Signature of Reporting Person Date CG SUBSIDIARY HOLDINGS L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director 01/23/2023 Signature of Reporting Person Date TC GROUP, L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Managing Director 01/23/2023 Signature of Reporting Person Date CARLYLE INVESTMENT MANAGEMENT L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curt L. Buser, Title: Chief Financial Officer 01/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 12, 2023, the Issuer entered into a transaction agreement (the "Transaction Agreement") by and between the Issuer and Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company ("CGCIM"). Pursuant to the Transaction Agreement, CGCIM will become the investment adviser to the Issuer, as described in more detail therein and subject to certain closing conditions. The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof. ( 2 )In connection with the Transaction Agreement, the Issuer and CGCIM entered into voting agreements (the "Voting Agreements") with each of Almitas Capital LLC, a Delaware limited liability company ("Almitas"), Bulldog Investors, LLP, a Delaware limited liability partnership ("Bulldog"), High Income Securities Fund, a Massachusetts business trust ("PCF"), Relative Value Partners Group, LLC, a Delaware limited liability company ("Relative"), and Saba Capital Management L.P., a Delaware limited partnership, and certain of its clients (together, the "Saba Shareholders" and, together with Almitas, Bulldog, PCF and Relative, the "Supporting Shareholders"). ( 3 )(Continued from Footnote 2) Pursuant to the Voting Agreements, the Supporting Shareholders agreed, among other things and subject to certain limitations and exceptions, to vote all shares of beneficial interest of the Issuer ("Shares") beneficially owned by each such Supporting Shareholder in favor of the adoption of the Transaction Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to CGCIM an irrevocable proxy to vote all such Shares in accordance with the foregoing. ( 4 )Carlyle Investment Management L.L.C. is the managing member of CGCIM. TC Group, L.L.C. is the managing member of Carlyle Investment Management L.L.C. CG Subsidiary Holdings L.L.C. is the sole member of TC Group, L.L.C. Carlyle Holdings I L.P. is the managing member of CG Subsidiary Holdings L.L.C. Carlyle Holdings I GP Sub L.L.C. is the general partner of Carlyle Holdings I L.P. Carlyle Holdings I GP Inc. is the managing member of Carlyle Holdings I GP Sub L.L.C. The Carlyle Group Inc. is the sole shareholder of Carlyle Holdings I GP Inc. ( 5 )The Reporting Persons are filing this statement solely because, as a result of the Voting Agreements, the Reporting Persons may be deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the Shares that are subject to the Voting Agreements. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of Shares for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the Shares subject to the Voting Agreements and expressly disclaims beneficial ownership of such Shares.

Remarks: Exhibit 24: Exhibit List - Power of Attorney

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