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hmspos8coctober2016compa

As filed with the Securities and Exchange Commission on August 12, 2016October 5, 2016
1933 Act File No. 333-204659

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 __________________________
 FORM N-2
 _________________________
  (Check Appropriate Box or Boxes)
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 Pre-Effective Amendment No.   Post-Effective Amendment No. 12
 __________________________
 HMS INCOME FUND, INC.
(Exact Name of Registrant as Specified in Charter)
 __________________________
 2800 POST OAK BOULEVARD, SUITE 5000
HOUSTON, TEXAS 77056-6118
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
Registrant’s Telephone Number, Including Area Code: (888) 220-6121
SHERRI W. SCHUGART
HMS INCOME FUND, INC.
2800 POST OAK BOULEVARD, SUITE 5000
HOUSTON, TEXAS 77056-6118
Name and Address (Number, Street, City, State, Zip Code) of Agent For Service
 __________________________
 COPIES TO:
Thomas J. Friedmann
 William J. Tuttle
 William J. Bielefeld
 Dechert LLP
 1900 K Street, NW
 Washington, DC 20006
 (202) 261-3300
 Martin H. Dozier
 Alston & Bird LLP
 1201 West Peachtree Street
 Atlanta, Georgia 30309
 (404) 881-7000
 ________________________
 Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.
 If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the
Securities Act of 1933, other than securities offered in connection with a distribution reinvestment plan, check the following box.
It is proposed that this filing will become effective (check appropriate box):
  when declared effective pursuant to section 8(c).

_______________________________________
 The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file an amendment which specifically states that this Registration Statement shall thereafter become effective in accordance
with Section 8(c) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to Section 8(c), may determine.

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these
securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 12, 2016OCTOBER 5, 2016
PROSPECTUS
HMS INCOME FUND, INC.
MAXIMUM OFFERING OF $1,500,000,000 OF COMMON STOCK
 HMS Income Fund, Inc. is offering on a continuous basis up to $1,500,000,000 of our common stock at a current offering price of
$8.90 per share through our Dealer Manager (the "Offering"). To the extent that our net asset value ("NAV") per share increases, however,
we will sell shares of our common stock at a price necessary to ensure that shares of our common stock are not sold at a price per share,
after deduction of selling commissions and Dealer Manager fees, that is below our NAV per share. In the event of a material decline in
our NAV per share that we deem non-temporary and which results in a 2.5% or more decrease of our NAV per share below our then-
 current net offering price, and subject to certain other conditions, we will reduce our offering price accordingly. Any changes in our public
offering price will be disclosed in one or more supplements to this prospectus.
 Because of the possibility that the price per share will change, persons who subscribe for shares in this Offering must submit
subscriptions for a fixed dollar amount rather than for a number of shares and, as a result, may receive fractional shares of our common
stock. The maximum upfront sales load is 10.0% of the amount invested for such shares. The initial minimum permitted purchase price
is $2,500 in shares. We currently conduct our closings on a weekly basis. All subscription payments are placed in a segregated interest-
 bearing account and held in trust for our subscribers’ benefit, pending release to us at the next scheduled weekly closing.
Prospective investors should note:
 • The Company’s shares are not listed on an exchange, and it is not anticipated that a secondary market will develop.
Thus, an investment in the Company may not be suitable for investors who may need the money they invest in a specified
timeframe. If an investor is able to sell its shares, it will likely receive less than its purchase price.
 • The amount of distributions that the Company may pay, if any, is uncertain.
 • The Company may, for the foreseeable future, pay a portion of distributions from sources other than net realized income
from operations and from sources that may not be available in the future, which may include stock offering proceeds,
borrowings, fee and expense waivers from HMS Adviser LP, our investment adviser, and MSC Adviser I, LLC, our
investment sub-adviser (together, our "Advisers"), and support payments from HMS Adviser LP.LP and returns of
capital.
 • An investor will pay a sales load of 10% and offering expenses of up to 1.5% on the amounts invested. If you pay the
maximum aggregate 11.5% for sales load and offering expenses, you must experience a total return on your net investment
of 13.0% in order to recover these expenses.
 We are a specialty finance company sponsored by Hines Interests Limited Partnership. Our primary investment objective is to
generate current income through debt and equity investments. A secondary objective is to generate long-term capital appreciation through
equity and equity-related investments, including warrants, convertible securities, and other rights to acquire equity securities. We pursue
a strategy focused on investing primarily in senior secured term loans, second lien loans and mezzanine debt and selected equity investments
issued by lower middle market ("LMM") and middle market ("Middle Market") companies that are generally larger in size than the LMM
companies. Our LMM companies generally have annual revenues between $10 million and $150 million, and our LMM portfolio
investments generally range in size from $1 million to $15 million. Our Middle Market investments are made in businesses that are
generally larger in size than our LMM portfolio companies, with annual revenues typically between $10 million and $3 billion. Our
Middle Market investments generally range in size from $1 million to $15 million.
Most debt securities in which we invest will not be rated, or if they were rated by a rating agency, would be rated below investment
grade. Such below investment grade debt securities are commonly known as “junk” securities and are regarded as having predominantly
speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Moreover, such debt securities are
typically illiquid and may be difficult to value.
 We are an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a
business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act").
 Our shares are not listed on any exchange, and we do not have any current intention to list our shares. We do not expect a secondary
market in our shares to develop, so you should not expect to be able to sell your shares regardless of how we perform. You should consider
that you may not have access to the money you invest for an indefinite period of time and that you will be unable to reduce your exposure
in any market downturn. An investment in our shares is not suitable for you if you need access to the money you invest (see “Share
Repurchase Program” and “Suitability Standards” in this prospectus).

We have provided limited liquidity to our shareholders by means of quarterly tender offers for the lesser of approximately 2.5% per
quarter of our weighted average number of outstanding shares for the trailing four quarters or the number of shares we can repurchase
with the proceeds we receive from the sale of shares of our common stock under our distribution reinvestment plan during the trailing
four quarters. Such quarterly tender offers allow our stockholders to sell their shares back to us. We currently intend to continue making
quarterly tender offers for our shares. Any tender offers will be made at a price equal to the NAV per share determined within 48 hours
prior to the repurchase date.
 Subject to the approval of our board of directors, we intend to make quarterly distributions. If we have not earned enough income
to distribute, our distributions may be funded from stock offering proceeds or borrowings, which may constitute a return of capital and
reduce the amount of capital available to us for investment. Any capital returned to stockholders through distributions will be distributed
after payment of fees and expenses.
Our previous distributions were not based entirely on our investment performance, but were partially funded by fee waivers agreed
to by our investment adviser and our investment sub-adviser, and by expense reimbursements from our investment adviser, which may
be subject to repayment. If our investment adviser and investment sub-adviser had not agreed to waive their fees and our investment
adviser had not agreed to reimburse some of our expenses, these distributions may have come from your paid-in capital. Reimbursement
of these waived fees and expenses could reduce future distributions to which you would otherwise be entitled.
Investing in shares of our common stock may be considered speculative and involves a high degree of risk, including the
risk of a substantial loss of investment. See “Risk Factors” beginning on page 31 to read about the risks you should consider
before purchasing shares of our common stock, including the risk of leverage.
 This prospectus contains important information about us that a prospective investor should know before investing in shares of our
common stock. Please read this prospectus before investing and keep it for future reference. We file annual, quarterly and current reports,
proxy statements and other information about us with the Securities and Exchange Commission (the "SEC") as required. This information
is available free of charge by contacting us at 2800 Post Oak Boulevard, Suite 4700, Houston, Texas 77056-6118 or by telephone collect
at (888) 220-6121 or on our website at www.HinesSecurities.com. Information contained on our website is not incorporated by reference
into this prospectus, and you should not consider that information to be part of this prospectus. The SEC also maintains a website at
www.sec.gov that contains such information.
Neither the SEC, the Attorney General of the State of New York nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense. Except as specifically required by the 1940 Act and the rules and regulations thereunder, the use of forecasts is
prohibited and any representation to the contrary and any predictions, written or oral, as to the amount or certainty of any
present or future cash benefit or tax consequence which may flow from an investment in shares of our common stock is not
permitted.
Per Share Total Maximum
 Price to Public (1) $ 8.90 $ 1,500,000,000
 Selling Commissions (2) 0.62 105,000,000
 Dealer Manager Fee (2) 0.27 45,000,000
 Net Proceeds (Before Expenses) (3) $ 8.01 $ 1,350,000,000
 (1) Assumes all shares are sold at the public offering price of $8.90 per share.
(2)   In this prospectus, “sales load” includes upfront selling commissions of up to 7.00% and dealer manager fees of 3.0%. See
"Compensation of Our Dealer Manager and the Investment Adviser."
 (3) In addition to the sales load, we estimate that the maximum amount of expenses that would be incurred in connection with this
Offering is $22.5 million (1.5% of the gross proceeds) if the maximum number of shares is sold at $8.90 per share. Because you
pay a 10% sales load and could incur up to 1.5% in offering expenses, if you invest $2,500 in shares in this Offering, we
estimate that only $2,212.50 will actually be used by us for investment.
 The date of this prospectus is _______, 2016
 Hines Securities, Inc.

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 HMS INCOME FUND, INC.
TABLE OF CONTENTS
ABOUT THE PROSPECTUS
 SUITABILITY STANDARDS
 PROSPECTUS SUMMARY
 FEES AND EXPENSES
 COMPENSATION OF OUR DEALER MANAGER AND THE INVESTMENT ADVISER
 QUESTIONS AND ANSWERS ABOUT THIS OFFERING
 SELECTED FINANCIAL DATA
 RISK FACTORS
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 ESTIMATED USE OF PROCEEDS
 DISTRIBUTIONS
 SENIOR SECURITIES
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
 OPERATIONS
 WHAT YOU SHOULD EXPECT WHEN INVESTING IN A BDC
 INVESTMENT OBJECTIVE AND STRATEGIES
 DETERMINATION OF NET ASSET VALUE
 PORTFOLIO COMPANIES
 MANAGEMENT
 PORTFOLIO MANAGEMENT
 INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
 ADMINISTRATIVE SERVICES
 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS
 DISTRIBUTION REINVESTMENT PLAN
 DESCRIPTION OF OUR SECURITIES
 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
 REGULATION
 PLAN OF DISTRIBUTION
 LIQUIDITY STRATEGY
 SHARE REPURCHASE PROGRAM
 CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR, AND ESCROW
 AGENT
 BROKERAGE ALLOCATION AND OTHER PRACTICES
 LEGAL MATTERS
 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 AVAILABLE INFORMATION
 PRIVACY NOTICE
 INDEX TO FINANCIAL STATEMENTS
 APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT
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 31
 49
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 79
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 118
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 133
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 148
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 151
 F-1
 A-1

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 ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the SEC to register a continuous offering of our shares of
common stock. Periodically, as we make material investments or have other material developments, we will provide a prospectus
supplement that may add, update or change information contained in this prospectus. We will endeavor to avoid interruptions in the
continuous offering of our shares of common stock, including, to the extent permitted under the rules and regulations of the SEC, filing
post-effective amendments to the registration statement to include new annual audited financial statements as they become available.
There can be no assurance, however, that our continuous offering will not be suspended while the SEC completes its review of any such
amendment.
 Any statement that we make in this prospectus may be modified or superseded by us in a subsequent prospectus supplement or post-
 effective amendment. The registration statement we have filed with the SEC includes exhibits that provide more detailed descriptions of
certain matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC and any prospectus
supplement, together with additional information described below under “Available Information.” In this prospectus, we use the term
“day” to refer to a calendar day, and we use the term “business day” to refer to any day other than Saturday, Sunday, or a federal holiday.
 You should rely only on the information contained in this prospectus. Neither we, nor our Dealer Manager has authorized any other person
to provide you with different information from that contained in this prospectus. The information contained in this prospectus is complete
and accurate only as o