MSC Income Fund (MSIF) Proxy filing summary

Executive summary

• Special Meeting scheduled for December 2, 2024, 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, all contingent on a future listing.

• Board unanimously recommends approval of all proposals to align with best practices of listed business development companies (BDCs).

Voting matters and shareholder proposals

• Four charter amendments: (1) limit transferability of shares post-listing, (2) remove legacy NASAA Guidelines, (3) delete distribution reinvestment plan restrictions, (4) remove prohibitions on certain affiliated transactions.

• Approval sought for a new advisory agreement with reduced fees and updated incentive structures, effective upon listing.

• Authorization requested to issue shares below NAV for 12 months post-approval, up to 25% of outstanding shares, to provide capital flexibility.

• All proposals require majority approval, with specific thresholds for each.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with clear procedures for filling vacancies and removal for cause.

• Board retains authority to approve share issuances, amendments, and oversee management.