Filed pursuant to Rule 497
File No. 333-178548



Supplement dated July 17, 2015
to
Prospectus dated April 30, 2015
 
_________________________________________
 
This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of HMS Income Fund, Inc. (the “Company”) dated April 30, 2015 (as supplemented and amended from time to time, the “Prospectus”). This supplement is part of, and should be read in conjunction with, the Prospectus. The Prospectus has been filed with the Securities and Exchange Commission and is available at www.sec.gov or by calling (888) 446-3773. Capitalized terms used in this supplement have the same meanings as in the Prospectus, unless otherwise stated in this supplement.
You should carefully consider the “Risk Factors” beginning on page 27 of the Prospectus before you decide to invest.
This supplement amends the Prospectus (i) to update the dollar range of stock owned by the Adviser's investment committee members, (ii) to update the share totals for the control persons and principal stockholders, and (iii) to update the Form of Subscription Agreement in Appendix A to the Prospectus.
________________________________________

This supplement amends the Prospectus as follows:


PORTFOLIO MANAGEMENT

The table in the section entitled "Our Investment Adviser" found on page 94 of the Prospectus is hereby replaced with the following:

The table below shows the dollar range of shares of common stock beneficially owned as of the date of this prospectus by the Adviser’s investment committee members, whom we consider to be our portfolio managers.

Members of the Investment Committee
 
Dollar Range of Equity Securities Beneficially Owned(1)(2)(3)
Ryan T. Sims
 
$10,001 - $50,000
Alejandro Palomo
 
None
Frank R. Apollo
 
$10,001 - $50,000

(1)
Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.
(2)
The dollar range of equity securities beneficially owned by our portfolio managers is based on our current offering price of $9.90 per share.
(3)
The dollar range of equity securities beneficially owned is: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000, $500,001 – $1,000,000, or over $1,000,000.



1

CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

The table found on page 110 of the Prospectus is hereby replaced with the following:

 
 
 
Shares Beneficially Owned as of
 
 
 
 
July 15, 2015
Name and Address (1)
 
Number(2)
 
Percentage
of Current Ownership(2)
 
Percentage
Assuming Maximum
amount is purchased
Other Interested Persons:
 
 
 
 
 
 
HMS Investor LLC(3)
 
861,323.81

 
1.71
%
 
*

Interested Directors:
 
 
 
 
 
 
Curtis L. Hartman
 
—

 
—

 
—

Sherri W. Schugart
 
11,111.11

 
*

 
*

Independent Directors:
 
 
 
 
 
 
Peter Shaper
 
—

 
—

 
—

John O. Niemann, Jr.
 
23,767.04

 
*

 
*

Gregory R. Geib
 
—

 
—

 
—

Officers (that are not directors):
 
 
 
 
 
 
Ryan T. Sims
 
3,928.17

 
*

 
*

David M. Covington
 
—

 
—

 
—

Susan Dudley
 
3,017.54

 
*

 
*

All officers and directors as a group (eight persons)
 
41,823.86

 
*

 
*

* Amount represents less than 1.0%.

(1)
Except for Curtis L. Hartman, the address of each beneficial owner is c/o HMS Income Fund, Inc., 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118. Mr. Hartman’s address is c/o Main Street Capital Corporation, 1300 Post Oak Boulevard, Suite 800, Houston, Texas 77056-6118.
(2)
Based on a total of 50,510,969 shares of our Common Stock issued and outstanding on July 15, 2015.
(3)
Hines Investment Holdings Limited Partnership is the 92% member of HMS Investor LLC and, as such, has voting and dispositive power over the 861,323.81 shares owned by HMS Investor LLC. JCH Investments, Inc. is the general partner of Hines Investment Holdings Limited Partnership and, as such, shares voting and dispositive power over the 861,323.81 shares held by HMS Investor LLC. As a result of his position at JCH Investments, Inc., Jeffrey C. Hines also shares voting and dispositive power over the 861,323.81 shares held by HMS Investor LLC.


SUBSCRIPTION PROCESS

This supplement replaces in its entirety the form of subscription agreement in Appendix A to the Prospectus.


2
APPENDIX A-1



1
APPENDIX A-1



2
APPENDIX A-1



3
APPENDIX A-1



4
APPENDIX A-1



5
APPENDIX A-2


1
APPENDIX A-2


2
APPENDIX A-2


3
APPENDIX A-2


4
APPENDIX A-2


5
APPENDIX A-2


6
APPENDIX A-2


7