MSC Income Fund (MSIF) Proxy filing summary

Executive summary

• Four proposals are presented to position the company for a potential listing on a national securities exchange when market conditions are favorable.

• The Board unanimously recommends voting in favor of all proposals at a forthcoming special meeting.

• Implementation of key proposals is contingent upon the occurrence of a listing event.

• Forward-looking statements highlight potential benefits, risks, and uncertainties related to the proposed transactions and listing.

Voting matters and shareholder proposals

• Proposals include charter amendments to limit share transferability for 365 days post-listing and to align charter provisions with listed business development companies.

• Approval is sought for an amended investment advisory agreement, reducing management and incentive fees, and capping certain administrative expenses.

• Authorization is requested to allow share offerings below net asset value for 12 months following approval, subject to limitations.

• None of the charter or advisory agreement amendments will be implemented unless a listing occurs.

Board of directors and corporate governance

• The Board has approved all proposed amendments and the new advisory agreement, and retains discretion over the timing and occurrence of a listing.

• Board and management are authorized to explore and prepare for a potential listing and any follow-on public offering.