CORRESP Filing
MSC INCOME FUND, INC.
Date: May 29, 2025 · CIK: 0001535778 · Accession: 0001535778-25-000098
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 814-00939
Letter
MSIF - SEC Response Letter (2025 PRE14A) -FINAL- 1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com HARRY S. PANGAS harry.pangas@dechert.com +1 202 261 3466 Direct +1 202 261 3333 Fax May 29, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Investment Management 100 F Street N.E. Washington, D.C. 20549 Attn: Anu Dubey RE: MSC Income Fund, Inc. — Preliminary Proxy Statement on Schedule 14A (File No. 814-00939), filed on May 21, 2025 (the “ Preliminary Proxy Statement ”) Dear Ms. Dubey: On behalf of MSC Income Fund, Inc. (the “ Company ”) , set forth below is the Company’s response to the verbal comment provided by the Staff of the Division of Investment Management (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ SEC ”) to the Company’s legal counsel on May 27, 2025 with respect to the Preliminary Proxy Statement. The Staff’s comment is set forth below and is followed by the Company’s response. As indicated, the Company intends to include revised disclosure in the Definitive Proxy Statement on Schedule 14A to be filed by the Company with the SEC. Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Preliminary Proxy Statement. 1. Comment : Because the solicitation being made by the Company relates to the annual meeting of the Company’s stockholders at which the Company’s directors are being elected, please add the disclosure required by Item 9 of Schedule 14A. Response : The Company undertakes to include in the Definitive Proxy Statement the disclosure required by Item 9 of Schedule 14A. * * * May 29, 2025 Page 2 If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3466 (or by email at harry.pangas@dechert.com) or Clay Douglas by telephone at 202.261.3326 (or by email at clay.douglas@dechert.com). Sincerely, /s/ Harry S. Pangas Harry S. Pangas cc: Dwayne L. Hyzak, MSC Income Fund, Inc. Jason B. Beauvais, Esq., MSC Income Fund, Inc. Cory E. Gilbert, MSC Income Fund, Inc. Clay Douglas, Esq., Dechert LLP
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CORRESP 1 filename1.htm MSIF - SEC Response Letter (2025 PRE14A) -FINAL- 1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com HARRY S. PANGAS harry.pangas@dechert.com +1 202 261 3466 Direct +1 202 261 3333 Fax May 29, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Investment Management 100 F Street N.E. Washington, D.C. 20549 Attn: Anu Dubey RE: MSC Income Fund, Inc. — Preliminary Proxy Statement on Schedule 14A (File No. 814-00939), filed on May 21, 2025 (the “ Preliminary Proxy Statement ”) Dear Ms. Dubey: On behalf of MSC Income Fund, Inc. (the “ Company ”) , set forth below is the Company’s response to the verbal comment provided by the Staff of the Division of Investment Management (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ SEC ”) to the Company’s legal counsel on May 27, 2025 with respect to the Preliminary Proxy Statement. The Staff’s comment is set forth below and is followed by the Company’s response. As indicated, the Company intends to include revised disclosure in the Definitive Proxy Statement on Schedule 14A to be filed by the Company with the SEC. Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Preliminary Proxy Statement. 1. Comment : Because the solicitation being made by the Company relates to the annual meeting of the Company’s stockholders at which the Company’s directors are being elected, please add the disclosure required by Item 9 of Schedule 14A. Response : The Company undertakes to include in the Definitive Proxy Statement the disclosure required by Item 9 of Schedule 14A. * * * May 29, 2025 Page 2 If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3466 (or by email at harry.pangas@dechert.com) or Clay Douglas by telephone at 202.261.3326 (or by email at clay.douglas@dechert.com). Sincerely, /s/ Harry S. Pangas Harry S. Pangas cc: Dwayne L. Hyzak, MSC Income Fund, Inc. Jason B. Beauvais, Esq., MSC Income Fund, Inc. Cory E. Gilbert, MSC Income Fund, Inc. Clay Douglas, Esq., Dechert LLP