SEC Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




Date of Report (Date of Earliest Event Reported):		May 9, 2016

HMS Income Fund, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)




Maryland	814-00939	45-3999996
____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2800 Post Oak Blvd, Suite 5000, Houston, Texas		77056-6118
_________________________________ (Address of principal executive offices)		___________ (Zip Code)




Registrant’s telephone number, including area code:		(888) 220-6121

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

2016 Conditional Income Incentive Fee Waiver Agreement

On May 9, 2016, HMS Income Fund, Inc. (the "Company"), HMS Adviser LP and MSC Adviser I, LLC (together, the "Advisers") have entered into a conditional income incentive fee waiver agreement (the “2016 Conditional Income Incentive Fee Waiver Agreement”), pursuant to which, for a period from January 1, 2016 through June 30, 2016, the Advisers could waive the “subordinated incentive fee on income,” as such term is defined in the Investment Advisory and Administrative Services Agreement dated May 31, 2012, upon the occurrence of any event that, in the Advisers’ sole discretion, causes such waiver to be deemed necessary. The 2016 Conditional Income Incentive Fee Waiver Agreement may require the Company to repay the Advisers for previously waived reimbursement of payments by HMS Adviser LP of the Company's operating expenses ("Expense Support Payments") or waived base management fees or incentive fees under certain circumstances. The previously waived fees are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of each respective fee waiver. Thus, in any quarter where a surplus exists, that surplus will be available, subject to approval of the board of directors, to reimburse waived fees and Expense Support Payments as follows:

First, to reimburse Expense Support Payments, beginning with the earliest year eligible for reimbursement; and

Second, to reimburse all waived fees, beginning with the earliest year eligible for reimbursement.

The foregoing description of the 2016 Conditional Income Incentive Fee Waiver Agreement is qualified in its entirety by reference to the 2016 Conditional Income Incentive Fee Waiver Agreement, filed as Exhibit 10.1 to this report.



Item 9.01	Financial Statements and Exhibits.



EXHIBIT NUMBER		DESCRIPTION
10.1		Conditional Income Incentive Fee Waiver Agreement, dated as of May 9, 2016, by and among the Registrant, HMS Adviser LP and MSC Adviser I, LLC (Filed herewith).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	HMS Income Fund, Inc.

May 13, 2016	By:	/s/ David M. Covington
		Name: David M. Covington
		Title: Chief Accounting Officer and Treasurer