On May 19, 2020, Bulldog Investors, LLC announced that it entered into a standstill agreement with Vertical Capital Income Fund on May 18, 2020. Bulldog Investors stated that the Fund's Nominating Committee has considered and will recommend the nomination of Jack Lee Macdowell, Jr. for election as a Trustee of the Fund at the 2020 annual meeting of shareholders of the Fund to the Board of Trustees of the Fund; and the Board will consider the Nominating Committee's recommendation that Macdowell be nominated for election as a trustee and undertakes to approve such nomination and prior to the execution and delivery of this agreement, Macdowell has agreed to enter into a non-disclosure agreement with the Fund, and from the date of this agreement until the 2020 annual meeting of Fund shareholders will be permitted to participate in meetings of the Board as a non-voting observer.