MSC Income Fund (MSIF) Proxy filing summary

Executive summary

• Special Meeting called to vote on proposals positioning the company for a potential listing on a national securities exchange, subject to market conditions and board discretion.

• Proposals include amending the charter, revising the advisory agreement, and authorizing share issuances below NAV.

• Board recommends all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals: (1) Amend and restate charter for listing, (2) Approve amended advisory agreement, (3) Authorize share issuance below NAV for 12 months.

• Each proposal requires a majority vote, with specific thresholds for certain items.

• Shareholders can vote by mail, phone, or internet; proxies default to board recommendations if unspecified.

• No appraisal rights are granted for any proposal.

• Shareholder proposals for the 2025 annual meeting must be submitted by January 29, 2025.

Board of directors and corporate governance

• Board consists of a majority of independent directors.

• Board authorized management to explore a listing and recommends all proposals.

• Board retains flexibility to determine if and when a listing is in the best interest of shareholders.