HMS Q1 15 SC TO-I/A

As filed with the Securities and Exchange Commission on March 25, 2015

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

HMS INCOME FUND, INC.

(Name of Subject Company (Issuer))

HMS INCOME FUND, INC.

(Names of filing Persons (Offeror and Issuer))

Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Chief Executive Officer

HMS Income Fund, Inc.

2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056-6118

Telephone: (888) 220-6121

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of filing person)

Morrison & Foerster LLP

2000 Pennsylvania Ave., N.W., Suite 6000

Washington, D.C. 20006-1888

CALCULATION OF FILING FEE



TRANSACTION VALUATION		AMOUNT OF FILING FEE
$3,408,861.93		$396.11

* The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $116.20 for each $1,000,000 of the value of the transaction.

ý Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify persons filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $396.11

Form or Registration No.: Schedule TO

Filing Party: HMS Income Fund, Inc.

Date Filed: February 12, 2015

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o Third-party tender offer subject to Rule 14d-1.

ý Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ý

FINAL AMENDMENT TO TENDER OFFER STATEMENT

This Amendment No. 1 supplements and amends the Schedule TO filed with the Securities and Exchange Commission on February 12, 2015 by HMS Income Fund, Inc., an externally managed, non-diversified, closed-end management investment company incorporated in Maryland (the “Company”), in connection with the offer by the Company to purchase up to 400,571.32 shares of its issued and outstanding common stock, par value $0.001 per share (the “Shares”). The tender offer was made upon, and subject to, the terms and conditions set forth in the Offer to Purchase, dated February 12, 2015, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Central Time, on March 20, 2015, and 33,841.99 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. In accordance with the terms of the Offer, the Company will purchase on March 25, 2015 (the funding date) all 33,841.99 Shares validly tendered and not withdrawn at a price of $8.54 per Share, which is the net asset value per share as of March 24, 2015, for an aggregate purchase price of approximately $289,010.60.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2015

HMS Income Fund, Inc.

By: /s/ Ryan T. Sims

Title: Chief Financial Officer and Secretary