MSC INCOME FUND, INC.
ARTICLES OF AMENDMENT
MSC INCOME FUND, INC., a Maryland corporation (the “Corporation”), does
hereby certify to the State Department of Assessments and Taxation of the State of
Maryland (the “SDAT”) that:
FIRST:The charter of the Corporation is hereby amended to provide that,
immediately upon acceptance of these Articles of Amendment for record (the “Effective
Time”) by the SDAT, every two shares of common stock, $0.001 par value per share, of
the Corporation that were issued and outstanding immediately prior to the Effective Time
shall be changed into one issued and outstanding share of common stock, $0.002 par
value per share of the Corporation.
SECOND:Upon the effectiveness of the amendment set forth in Article
FIRST hereof, the charter of the Corporation is hereby further amended to decrease the
par value of each share of common stock of the Corporation from $0.002 per share to
$0.001 per share.
THIRD:These Articles of Amendment were approved by a majority of the
board of directors of the Corporation, and (i) the amendment set forth in Article FIRST
hereof is made without action by the stockholders of the Corporation pursuant to Section
2-309(e) of the Maryland General Corporation Law and the amendment set forth in
Article SECOND hereof is made without action by the stockholders of the Corporation
pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.
FIFTH:The authorized stock of the Corporation has not been increased by
these Articles of Amendment. The aggregate par value of the authorized stock of the
Corporation has not been increased by these Articles of Amendment.
SIXTH:As amended hereby, the charter of the Corporation shall remain in
full force and effect.
SEVENTH:Each of the undersigned acknowledges these Articles of
Amendment to be the act and deed of the respective entity on behalf of which he or she
has signed, and further, as to all matters or facts required to be verified under oath, each
of the undersigned acknowledges that, to the best of his or her knowledge, information
and belief, these matters and facts relating to the entity on whose behalf he or she has
signed are true in all material respects and that this statement is made under the penalties
of perjury.
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