MSC Income Fund (MSIF) Proxy filing summary

Executive summary

• Filed a definitive proxy statement on September 3, 2024, detailing proposals to position for a potential listing on a national securities exchange when market conditions are favorable.

• Plans include transitioning to a Private Loan (PL) only investment strategy and revising the advisory fee structure to enhance shareholder returns.

• Board-approved activities and changes aim to provide significant future benefits, including improved liquidity and growth opportunities for shareholders.

• Forward-looking statements highlight potential risks and uncertainties related to the timing and completion of proposed transactions and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders are asked to approve amendments to the articles of incorporation, including transfer restrictions post-listing and removal of legacy NASAA provisions.

• Proposals include changes to the distribution reinvestment plan and rules on affiliate transactions.

• Approval sought for a revised advisory agreement and authorization to sell shares below NAV for 12 months post-listing.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• All activities and changes have been approved by the board but remain subject to shareholder approval.

• Information about directors and executive officers is available in the Special Proxy and recent SEC filings.