MSC Adviser I LLC

Item 5          Fees and Compensation

Advisory Fees

MSC Adviser is typically compensated for advisory services through the payment of asset-based management
fees and may also receive performance-based fees or allocations in accordance with the Client Documents
(see Item 6, below). Management fees for Private Funds are typically set at the Private Fund’s first closing as
set forth in the Private Fund’s Client Documents and are generally non-negotiable. Management fees for other
institutional clients are typically set at the time MSC Adviser enters into an investment advisory and
management agreement with the Client. Fees are generally deducted directly from the Client’s assets. MSC
Adviser does not require any prepayment of fees. To the extent that fees are assessed or paid in advance by a
Client and their investment advisory agreement is terminated, MSC Adviser would promptly credit any
unearned portions of the fee in accordance with the Client Documents.

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Form ADV Part 2A: Firm Brochure
MSIF

In connection with the MSIF Listing, on January 29, 2025, MSC Adviser entered into a new advisory
agreement with MSIF (the “Advisory Agreement”). Pursuant to the Advisory Agreement, MSIF pays the
Adviser a base management fee and incentive fees as compensation for investment management services
under the Advisory Agreement. The base management fee is 1.5% of the Company’s average total assets (with
additional future contractual reductions based upon changes to MSIF’s investment portfolio composition).
The incentive fee under Advisory Agreement consists of two parts: (1) a 17.5% subordinated incentive fee
pre-incentive fee net investment income above a specified investment return hurdle rate, subject to a 50% /
50% catch-up feature, and (2) a 17.5% incentive fee on net realized capital gains. The advisory agreement
also establishes an asset-based cap on the amount of expenses payable by MSIF relating to certain internal
administrative services. To the extent there are any fee waivers, such waivers are at the discretion of MSC
Adviser, may be subject to recoupment, and may be reinstated at any time upon notice to MSIF. A description
of the calculation and payment method is included in the most recent annual report on Form 10-K filed by
MSIF with the SEC. Please refer to the disclosure therein for additional information.

Private Funds and other Clients

Pursuant to the agreement and other documents governing MSC Adviser’s relationship with each Client, MSC
Adviser or an affiliate is typically paid an asset‐based management fee and performance-based fees on realized
net profits, calculated after the Client or its investors have first received the return of their capital and a specific
rate of return. The management fees can be reduced by any net fees paid to MSC Adviser (or its affiliates)
due to certain deal fees and breakup fees received in connection with the Client’s investment activities (as
discussed further below). As discussed above, certain investors in a Client may enter into side letters whereby
such investors may be granted terms and conditions that are more favorable than other investors in the Client,
including but not limited to, lower fees.

MSC Adviser can also receive compensation from borrowers for loan administration services provided in
connection with certain debt securities in which a Client invests. Typically, such fees are offset against
management fees, to the benefit of the Client’s investors. However, MSC Adviser, including affiliated entities,
can retain a portion of such fees in proportion to its investment in a Client or in its general partner.

Other Fees and Expenses

Besides advisory fees paid for advisory services related to each Client, there are other fees and expenses
associated with Client management that will be borne by Clients and their investors. These fees and expenses
can include, but are not limited to: (1) custodial charges; (2) credit support fees; (3) brokerage fees; (4) fees
for administrative services provided by third parties and/or affiliated entities, including third party valuation
service providers; (5) fees for professional services provided in-house by Main Street (to the extent there is
a tangible benefit of such services to a Client); (6) commissions and other related transaction costs and
expenses, such as deal fees, origination fees and deferred sales charges; (7) governmental charges, taxes and
duties; (8) transfer fees, registration fees and other expenses associated with buying, selling or holding
investments, such as wire transfer and electronic fund fees; (9) withholding taxes payable and required to be
withheld by issuers or their agents; (10) legal fees incurred in connection with the discharge of its investment
management responsibilities; (11) investment-related travel expenses and travel and entertainment expenses
incurred in sourcing loans from fund sponsors and prospective borrowers; (12) expenses incurred with
respect to investor or limited partner communication, meetings and conferences; (13) audit fees; (14)
insurance expenses; and (15) fees associated with investments in pooled investment vehicles (the “Other
Expenses”).

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Form ADV Part 2A: Firm Brochure
Investors should consult the applicable Client Documents for a detailed discussion of the Other Expenses
associated with a Client. Note that expenses incurred by MSIF are explained at length in the appropriate
regulatory filings.

Generally, expenses will be charged to the Client(s) on whose behalf the expense was incurred. MSC Adviser
from time to time incurs fees, costs, and expenses on behalf of more than one Client. To the extent fees, costs
and expenses are incurred for the account or benefit of more than one Client, each Client will typically bear
...

Item 7           Types of Clients

MSC Adviser provides advisory services to pooled investment vehicles, including MSIF, and other
institutional clients from time to time, including through separately managed accounts. Investors in a Client
can include institutions, commercial banks, trusts, pension plans, insurance companies, foundations,
endowments, family offices, private funds, and high net worth individuals. MSIF is publicly traded (NYSE:
MSIF). Private Fund Clients may be privately placed relying on an exception from registration under Section
3(c)(1) or 3(c)(7) the 1940 Act, which will require that investors be (i) “accredited investors” as defined by
Regulation D under the Securities Act of 1933, and, in the case of Section 3(c)(7), (ii) “qualified purchasers”
as defined in Section 2(a)(51) of the 1940 Act, or “knowledgeable employees” as defined in Rule 3c-5 under
the 1940 Act.

The minimum investment amount for each Client (excluding MSIF) is stated in the Client Documents, and
Main Street can reduce or waive the minimum investment at its discretion.

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Form ADV Part 2A: Firm Brochure