SC TO-I

As filed with the Securities and Exchange Commission on December 30, 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)

Washington, DC 20006

1201 West Peachtree Street

Atlanta, Georgia 30309

CALCULATION OF FILING FEE



TRANSACTION VALUATION		AMOUNT OF FILING FEE
$8,434,908.06		$849.40

* The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $100.70 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: $849.40

Form or Registration No.: Schedule TO

Filing Party: HMS Income Fund, Inc.

Date Filed: November 16, 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

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

FINAL AMENDMENT TO TENDER OFFER STATEMENT

This Amendment No. 2 supplements and amends the Schedule TO filed with the Securities and Exchange Commission on November 16, 2015, as supplemented and amended on December 23, 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 1,010,168.63 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 November 16, 2015, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Central Time, on December 18, 2015, and 191,533.70 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 purchased on December 23, 2015 (the initial funding date) 190,610.88 Shares validly tendered and not withdrawn on such date, and on December 28, 2015 and December 29, 2015 (the additional funding dates), the Company purchased an additional 542.11 Shares and 380.71 Shares, respectively, validly tendered and not withdrawn, in each case at a price of $7.88 per Share, which was the net asset value per share as of December 22, 2015, for an aggregate purchase price of approximately $1,509,285.56.

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: December 30, 2015

HMS Income Fund, Inc.

By: /s/ David M. Covington

Name: David M. Covington

Title: Chief Accounting Officer and Treasurer