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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