SecProbe.io

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 MSIF - SEC Response Letter (2025 PRE14A) -FINAL- 1900 K Street, NW Washington, DC  20006-1110 +1  202  261  3300  Main +1  202  261  3333  Fax www.dechert.com HARRY S. PANGAS   harry.pangas@dechert.com +1 202 261 3466 Direct +1 202 261 3333 Fax May 29, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Investment Management 100 F Street N.E. Washington, D.C. 20549 Attn: Anu Dubey   RE:       MSC Income Fund, Inc. — Preliminary Proxy Statement on Schedule 14A (File No. 814-00939), filed on May 21, 2025 (the “ Preliminary Proxy Statement ”)   Dear Ms. Dubey:   On behalf of MSC Income Fund, Inc. (the “ Company ”) , set forth below is the Company’s response to the verbal comment provided by the Staff of the Division of Investment Management (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ SEC ”) to the Company’s legal counsel on May 27, 2025 with respect to the Preliminary Proxy Statement. The Staff’s comment is set forth below and is followed by the Company’s response. As indicated, the Company intends to include revised disclosure in the Definitive Proxy Statement on Schedule 14A to be filed by the Company with the SEC. Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Preliminary Proxy Statement. 1. Comment : Because the solicitation being made by the Company relates to the annual meeting of the Company’s stockholders at which the Company’s directors are being elected, please add the disclosure required by Item 9 of Schedule 14A. Response : The Company undertakes to include in the Definitive Proxy Statement the disclosure required by Item 9 of Schedule 14A. * * *   May 29, 2025 Page 2 If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3466 (or by email at harry.pangas@dechert.com) or Clay Douglas by telephone at 202.261.3326 (or by email at clay.douglas@dechert.com).   Sincerely,   /s/ Harry S. Pangas Harry S. Pangas   cc: Dwayne L. Hyzak, MSC Income Fund, Inc. Jason B. Beauvais, Esq., MSC Income Fund, Inc. Cory E. Gilbert, MSC Income Fund, Inc. Clay Douglas, Esq., Dechert LLP

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Acceleration Request (January 2025) - JBB

MSC INCOME FUND, INC.

1300 Post Oak Boulevard, 8th Floor

Houston, TX 77056

January 23, 2025

VIA EDGAR

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Christina DiAngelo Fettig and Anu Dubey, Esq.

Re:

 MSC Income Fund, Inc.

 Registration Statement on Form N-2

 File Number: 333-282501

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, MSC Income Fund, Inc., a Maryland

corporation, respectfully requests acceleration of the effective date of pre-effective amendment no. 3 to its

Registration Statement on Form N-2 (File No. 333-282501) (the “Registration Statement”) so that such Registration

Statement may be declared effective at or before 4:00 p.m., ET on January 27, 2025, or as soon as practicable

thereafter.

We request that we be notified of such effectiveness by a telephone call to Harry Pangas of Dechert LLP at (202)

261-3466 or Clay Douglas of Dechert LLP at (202) 261-3326, and that such effectiveness also be confirmed in

writing.

[Signature Page Follows]

 Very truly yours,

 MSC Income Fund, Inc.

 By:

 /s/ Jason B. Beauvais

 Name:

 Jason B. Beauvais

 Title:

 Executive Vice President,

General Counsel and Secretary

[Signature Page to N-2 Acceleration Request]

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SEC Correspondence - 1.22.25

BUSINESS.32532814.4

 1900 K Street, NW

Washington, DC 20006-1110

+1 202 261 3300 Main

+1 202 261 3333 Fax

www.dechert.com

 HARRY S. PANGAS

harry.pangas@dechert.com

+1 202 261 3466 Direct

+1 202 261 3333 Fax

January 22, 2025

VIA EDGAR

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Anu Dubey

 Re:

 MSC Income Fund, Inc.

  Pre-Effective Amendment No. 3 to Registration Statement on Form N-2

  File Number: 333-282501

Ladies and Gentlemen:

On behalf of MSC Income Fund, Inc. (the “Company”), this letter responds to the comment provided telephonically

by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP, counsel to the

Company, on January 22, 2025 relating to Pre-Effective Amendment No. 3 to the Company’s registration statement

on Form N-2 filed by the Company with the SEC on January 21, 2025 (such registration statement being referred to

herein as the “Registration Statement”).

For your convenience, the Staff’s comment is summarized in this letter and is followed by the response of the

Company.

1.Comment: Please explain to the Staff, on a supplemental basis, why it is appropriate to assume that all of

the Main Street Indicative Commitment Shares (as defined in the Registration Statement) are sold, while no

DSP Reserved Shares (as defined in the Registration Statement) are sold, for purposes of calculating the

amount of proceeds to be received by the Company in the offering.

Response: The Company believes that, for purposes of calculating the amount of net proceeds to be

received by the Company in the offering described in the Registration Statement, it is appropriate to assume

that all of the Main Street Indicative Commitment Shares (as defined in the Registration Statement) are

sold, while no DSP Reserved Shares (as defined in the Registration Statement) are sold, because the

Company knows that the Board of Directors of Main Street Capital Corporation (“Main Street”), which is

the parent company of the Company’s investment adviser and which has certain overlapping executive

officers with the Company (including the Chief Executive Officer), has authorized, and that Main Street’s

management intends to effectuate, the purchase of the full $4.5 million in aggregate amount of Main Street

Indicative Commitment Shares in the offering described in the Registration Statement. For further

background, due to prohibitions under Section 5 of the Securities Act of 1933, the Company is prohibited

from entering into a binding purchase/sale agreement with respect to such transaction with Main Street

prior to the Registration Statement being declared effective by the Staff. As a result, and consistent with

BUSINESS.32532814.4

January 22, 2025

Page 2

market practice and prior precedents, the Company has described the Main Street Indicative Commitment

Shares in the Registration Statement as being a non-binding “indication of interest.”

On the other hand, the Company does not have the same level of insight into potential purchases of shares

by individuals in the directed share program described in the Registration Statement. In light of this fact,

the Company does not believe it is appropriate to assume any sales of DSP Reserved Shares when

calculating the amount of net proceeds to be received by the Company in the offering.

* * *

Should you have any questions or comments, please contact the undersigned at 202.261.3466 (or by email at

harry.pangas@dechert.com).

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

cc:Dwayne L. Hyzak, MSC Income Fund, Inc.

Jason B. Beauvais, Esq., MSC Income Fund, Inc.

Cory E. Gilbert, MSC Income Fund, Inc.

Clay Douglas, Esq., Dechert LLP

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MSIF - SEC Response Letter to N-2 Amendment No. 2 Comments (December 2024)

 1900 K Street, NW

Washington, DC 20006-1110

+1 202 261 3300 Main

+1 202 261 3333 Fax

www.dechert.com

 HARRY S. PANGAS

harry.pangas@dechert.com

+1 202 261 3466 Direct

+1 202 261 3333 Fax

January 6, 2025

VIA EDGAR

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Thankam Varghese and Anu Dubey

 Re:

 MSC Income Fund, Inc.

Pre-Effective Amendment No. 2 to Registration Statement on Form N-2

File Number: 333-282501

Ladies and Gentlemen:

On behalf of MSC Income Fund, Inc. (the “Company”), this letter responds to the comments provided

telephonically by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP,

counsel to the Company, on December 23, 2024 relating to Pre-Effective Amendment No. 2 to the Company’s

registration statement on Form N-2 filed by the Company with the SEC on December 20, 2024 (such registration

statement being referred to herein as the “Registration Statement”).

For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed by the

response of the Company to the comment.

1.Comment: We note that page 1 of the Joint Code of Ethics (the “Code of Ethics”) of Main Street Capital

Corporation (“Main Street”), the Company and MSC Adviser I, LLC (the “Adviser”) provides that “the

term ‘employees’ consists of all employees of Main Street and [the Adviser] who, in the course of their

business, act as an investment adviser as defined under the Advisers Act in providing investment advice to

Clients and those employees that make, participate in or obtain non-public information regarding the

portfolio management decisions relating to the investment advisory services.” With respect to the services

provided by shared personnel, please confirm whether such shared personnel would be considered

“employees.” If so, please confirm whether the Code of Ethics provisions regarding conflicts of interest and

information sharing will apply specifically to a dual-hatted Main Street employee in their capacity of

providing services to the Company as a supervised person of the Adviser beyond the employee’s general

provision of services to Main Street.

Response: The Company confirms that investment personnel “shared” by Main Street with the Adviser

under the sharing agreement previously provided to the Staff are considered “employees” under the Code

of Ethics. In addition, the Company confirms that the Code of Ethics provisions regarding conflicts of

interest and information sharing apply specifically to a “dual-hatted” Main Street employee in their

capacity of providing services to the Company as a supervised person of the Adviser, beyond the

employee’s general provision of services to Main Street.

January 6, 2025

Page 2

2.Comment: We note the definitions of an “Advisory Person” and “Investment Personnel” in Section II of

the Code of Ethics. Please confirm whether the shared personnel providing services to the Adviser would

fall under either of these definitions. In your response, please supplementary explain the dynamics of the

control relationship between the shared personnel and the Company pursuant to Section 2(a)(9) of the

Investment Company Act of 1940, as amended.

Response: The Company confirms that investment personnel “shared” by Main Street with the Adviser

under the sharing agreement previously provided to the Staff fall within the definitions of “Advisory

Person” and “Investment Personnel” in Section II of the Code of Ethics. In addition, the Company

respectfully advises the Staff that these shared investment personnel are employed by (and receive salaries/

compensation from) Main Street, which wholly owns the Adviser; Main Street “controls” the Adviser for

purposes of Section 2(a)(9) of the 1940 Act, and the Adviser is deemed to control the Company as a result

of it acting as the Company’s investment adviser.

3.Comment: Please confirm whether the shared personnel are serving as portfolio managers of the Company.

If so, please confirm whether they are named in the Registration Statement.

Response: The Company confirms that three of the individuals who are “shared personnel”—Vince Foster,

Dwayne Hyzak, and David Magdol—comprise the Adviser’s investment committee, are primarily

responsible for all aspects of the Company’s investment processes, including approval of investments, and

are named in the Registration Statement as portfolio managers. The Adviser, the Company and Main Street

treat each member of the investment committee as an “Advisory Person” and “Investment Personnel” under

the Code of Ethics and have made a clarifying revision to the Code of Ethics relating thereto.

* * *

Should you have any questions or comments, please contact the undersigned at 202.261.3466 (or by email at

harry.pangas@dechert.com).

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

cc:Dwayne L. Hyzak, MSC Income Fund, Inc.

Jason B. Beauvais, Esq., MSC Income Fund, Inc.

Cory E. Gilbert, MSC Income Fund, Inc.

Clay Douglas, Esq., Dechert LLP

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MSIF SEC Response Letter - N-2 - Amendment No. 1 Comments (December 2024)

 1900 K Street, NW

Washington, DC  20006-1110

+1  202  261  3300  Main

+1  202  261  3333  Fax

www.dechert.com

 HARRY S. PANGAS

harry.pangas@dechert.com

+1 202 261 3466 Direct

+1 202 261 3333 Fax

December 20, 2024

VIA EDGAR

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Christina DiAngelo Fettig and Anu Dubey

Re:

 MSC Income Fund, Inc.

 Pre-Effective Amendment No. 1 to Registration Statement on Form N-2

 File Number: 333-282501

Ladies and Gentlemen:

On behalf of MSC Income Fund, Inc. (the “Company”), this letter responds to the comments provided

telephonically by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) to

Dechert LLP, counsel to the Company, on November 22, 2024, November 26, 2024, November 27, 2024,

December 2, 2024, December 4, 2024, December 5, 2024, December 9, 2024 and December 10, 2024

relating to Pre-Effective Amendment No. 1 to the Company’s registration statement on Form N-2 filed by

the Company with the SEC on November 20, 2024 (such registration statement being referred to herein as

the “Registration Statement”).

For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed

by the response of the Company to the comment.

Accounting Comment

1.Comment: We refer to the disclosure in the Registration Statement regarding the 2-for-1 reverse

stock split that the Company will effectuate in connection with the offering, as well as to the

SEC’s Chief Accountant’s Office Dear CFO Letter, Item 2001-05 Updating Requirements for

Financial Highlights Included in a Registration Statement Subsequent to a Stock Split. If

necessary based on the foregoing guidance, please ensure that the financial statements contained in

the Registration Statement, including the Financial Highlights table contained in the notes to the

financial statements, are retroactively adjusted to take into account the impact of the reverse stock

split. Also, if necessary, please ensure that any audited financial statements included in the

Registration Statement are “re-audited” prior to the effectiveness of the Registration Statement in

light of the above-described retroactive adjustments.

Response: The Company has complied with this comment and made appropriate adjustments in

Pre-Effective Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

Disclosure Comments

1.Comment: We refer to the last sentence of the first paragraph on page 3 of the Registration

Statement. Please clarify what “target purchase multiple” means (e.g., does it mean “target

purchase price multiple”?).

Response: The Company has revised the disclosure accordingly on pages 3, 65 and 117 of

Amendment No. 2.

 December 20, 2024

Page 2

2.Comment: We refer to the section entitled “Our Adviser and the Administrator” on pages 7–8 of

the Registration Statement and the risk factor on page 28 of the Registration Statement titled “The

Adviser is dependent upon key investment personnel and resources provided to it by Main Street

under a sharing agreement.” Please confirm whether the Company has considered the risks

associated with the sharing agreement and how the parties to the sharing agreement plan to

mitigate such risks?

Response: As previously noted in the Company’s response letter to the Staff dated November 19,

2024, each investment professional of the Adviser provided by Main Street is a supervised person

of the Adviser subject to the joint code of ethics (the “Joint Code of Ethics”) that has been

adopted by each of the Company, Main Street Capital Corporation and MSC Adviser I, LLC. See

Section 1(a) of the sharing agreement previously provided to the Staff on a supplemental basis.

The Joint Code of Ethics, which has been filed as Exhibit (r) to Amendment No. 2, complies with

Rule 17j-1 under the Investment Company Act of 1940, as amended, and the Rule 204A-1 under

the Investment Advisers Act of 1940, as amended, and addresses the risks referenced in the Staff’s

comment.

3.Comment: We refer to the sentence above the chart under the heading Market Opportunity on

page 118 of the Registration Statement. Please clarify what the term “dry powder” means in plain

English.

Response: The Company has revised the disclosure accordingly on page 118 of Amendment No.

2.

4.Comment: We refer to the last sentence of the second paragraph under the heading Board of

Directors Leadership Structure on page 133 of the Registration Statement, which discloses that

Kristin L. Rininger was appointed by the Company’s board of directors to serve as the Company’s

Chief Compliance Officer effective as of November 13, 2024. Please add Ms. Rininger and her

relevant information to the officers table on page 130 or explain why it would not be appropriate

to do so.

Response: The Company has revised the disclosure accordingly on pages 130 and 132 of

Amendment No. 2.

5.Comment: Please disclose the length of service of each of the individuals listed as portfolio

managers of the Company on pages 137 and 138 of the Registration Statement. Reference is made

to Item 9.1.c of Form N-2. Please also include the information required by Item 21.1 of Form N-2,

including for each portfolio manager the number of other accounts managed and what portion of

the disclosed assets under management are attributable to the various investment vehicles. Please

also include the information required by Item 21.2 of Form N-2, regarding portfolio manager

compensation.

Response: The Company has revised the disclosure accordingly on page 138 of Amendment No.

2.

*              *              *

 December 20, 2024

Page 3

Should you have any questions or comments, please contact the undersigned at 202.261.3466 (or by email

at harry.pangas@dechert.com).

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

cc:          Dwayne L. Hyzak, MSC Income Fund, Inc.

Jason B. Beauvais, Esq., MSC Income Fund, Inc.

Cory E. Gilbert, MSC Income Fund, Inc.

Clay Douglas, Esq., Dechert LLP

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MSIF SEC Response Letter -11.19.24

 1900 K Street, NW

Washington, DC  20006-1110

+1  202  261  3300  Main

+1  202  261  3333  Fax

www.dechert.com

 HARRY S. PANGAS

harry.pangas@dechert.com

+1 202 261 3466 Direct

+1 202 261 3333 Fax

November 19, 2024

VIA EDGAR

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Christina DiAngelo Fettig and Anu Dubey

Re:

 MSC Income Fund, Inc.

Registration Statement on Form N-2

File Number: 333-282501

Ladies and Gentlemen:

On behalf of MSC Income Fund, Inc. (the “Company”), this letter responds to the comments provided

telephonically by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) to

Dechert LLP, counsel to the Company, on October 28, 2024 and October 29, 2024 relating to the

Company’s registration statement on Form N-2 filed by the Company with the SEC on the October 3, 2024

(such registration statement being referred to herein as the “Registration Statement”).

For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed

by the response of the Company to the comment.

Accounting Comments

General

1.Comment: Please file a cover letter with the initial filing of any future registration statements

explaining the reason for the filing.

Response: The Company acknowledges the Staff’s comment and undertakes to include such an

explanatory cover letter with the initial filing of any of its future registration statements.

2.Comment: Please update all financial statements and related financial information in Pre-

Effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) to include the

Company’s September 30, 2024 financial statements and related financial information.

Response: The Company has updated the disclosure accordingly.

3.Comment: Please include an updated consent of the Company’s independent registered public

accounting firm as an exhibit to Amendment No. 1.

Response: The Company has included an updated consent of its auditor as an exhibit to

Amendment No. 1.

Prospectus Summary, Pages 5 and 6

4.Comment: Please add the weighted-average annual effective yield on the Company’s entire

investment portfolio and the total return based on the change in net asset value to the disclosure

under the subheading Investment Portfolio and in each instance where portfolio investment yield

calculations are presented throughout the Registration Statement.

 November 19, 2024

Page 2

Response: The Company has revised the disclosure accordingly.

Financial Highlights, Page 17

5.Comment: Please replace the term “dividends” with the term “distributions” in the Financial

Highlights section in Amendment No. 1 and the Company’s future periodic reports. See Item 4 of

Form N-2.

Response: The Company has conformed the dividend/distribution line-item titles in the Financial

Highlights table in Amendment No. 1 with the line-item titles contained in Item 4 of Form N-2

and undertakes to do so in its future periodic reports.

Risk Factors, Page 26

6.Comment: If the Company has not been acting as a non-diversified investment company for an

extended period of time prior to the filing of Amendment No. 1, please consider whether any

clarifications or modifications to the risk factor, “We are a non-diversified investment company

within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion

of our assets that may be invested in securities of a single issuer” are appropriate, such as

disclosing that the Company has acted as a diversified investment company for a period of time

and if it starts acting as a non-diversified investment company certain risks could increase.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure

accordingly. However, while the Company’s investment portfolio may, from time to time, be

comprised of assets that could permit it to qualify as a “diversified company” within the meaning

of Section 5 of the Investment Company Act of 1940, as amended (the “1940 Act”), the Company

respectfully advises the Staff that the Company has historically operated as a “non-diversified”

investment company and has no intent to affirmatively change its investment strategy to operate as

a “diversified” investment company in the future.

Distributions, Page 50 and 51

7.Comment: Similar to Comment 5 above, please replace the term “dividends” with the term

“distributions” in the Distributions section in Amendment No. 1.

Response: The Company has revised the disclosure accordingly.

Disclosure Comments

General

1.Comment: Please confirm in your response letter whether FINRA has reviewed the proposed

distribution arrangements for the offering and has issued a statement expressing no objections to

the offering arrangements.

Response: The Company respectfully advises the Staff that the Registration Statement and

offering of the Company’s common stock thereunder are exempt from FINRA review and

clearance.

2.Comment: Tell us in your response letter whether the Company will use test-the-waters materials

for potential investors in connection with the offering. If yes, the Staff will need to be provided

with an opportunity to review such materials and may have more comments on the Registration

Statement after it has done so.

Response: The Company will use test-the-waters materials in connection with the offering and

undertakes to provide the test-the-waters materials to the Staff, when available.

 November 19, 2024

Page 3

Cover Page

3.Comment: Please disclose the number of shares being registered above the name of the Company.

Response: The Company acknowledges the Staff’s comment and undertakes to disclose the

number of shares being registered in a subsequent pre-effective amendment to the Registration

Statement.

4.Comment: Please disclose the date, form and jurisdiction of organization of the Company in an

appropriate location in the Registration Statement. See Item 8.1.a of Form N-2.

Response: The Company has updated the disclosure on pages 1, 64 and 114 to include the date,

form and jurisdiction of the Company’s organization.

5.Comment: Disclose how the Company will achieve the part of its objective to achieve capital

appreciation from its equity and equity-related investments if its LMM portfolio is decreasing and

it is shifting its strategy is to be solely focused on its Private Loan investment strategy.

Response: The Company has 21% of its total investment portfolio in equity and equity-related

investments as of September 30, 2024, 74% of which is from the Company’s LMM investment

strategy and 15% of which is from the Private Loan investment strategy. As a result, the Company

believes that the objective as stated is still appropriate. However, the Company acknowledges that

the Company’s investment objective will change in the future to be primarily focused on

generating current income from its debt investments in its Private Loan investment strategy as the

Company executes its plan to transition away from its historical investment strategy including

investments in both the LMM and Private Loan investment strategies to a strategy solely focused

on its Private Loan investment strategy. As a result, the Company has revised the disclosure

accordingly.

Prospectus Summary, Overview of Our Business, page 1

6.Comment: If the Company’s investment objective can be changed without a shareholder vote,

please disclose such fact in an appropriate location in the Registration Statement. See Item 8.2.a.

of Form N-2.

Response:  The Company has revised the disclosure accordingly on page 29 of Amendment No. 1.

Prospectus Summary, page 2

7.Comment: We refer to the Other Portfolio investments disclosure on page 2 of the Registration

Statement. Please replace the “investments which may be managed by third parties” language

contained therein with a plain English description thereof (e.g., “investments in non-affiliated

investment funds”).  In addition, please identify Other Portfolio investments that are part of the

Company’s principal strategies and disclose any corresponding principal risks under Risk Factors.

See Instruction to Item 3.2 of Form N-2.

Response: The Company has replaced the referenced disclosure as requested.  In addition, the

Company advises the Staff that Other Portfolio investments are not a principal part of the

Company’s investment strategies and, as a result, the Company does not believe it is necessary to

revise the disclosure relating thereto, including with respect to any corresponding principal risks.

In this regard, the Company notes that Other Portfolio investments constituted less than 3% of its

total investment portfolio (at fair value) as of September 30, 2024.

Prospectus Summary, page 4

8.Comment: Please clarify what each of the terms “lower leverage entry points” and “lower equity

entry points” means in plain English.

 November 19, 2024

Page 4

Response:  The Company has revised the disclosure accordingly on pages 4 and 119 of

Amendment No. 1.

Prospectus Summary, page 6

9.Comment: We refer to the section entitled “Our Adviser and the Administrator” on page 6 of the

Registration Statement.  Please tell us in correspondence:

a.The specific services Main Street and its employees will provide to the Company on the

Adviser’s behalf and why those services do not amount to advisory services provided to

the Company.

b.    The extent to which the Adviser will depend on Main Street’s personnel.

c.    Whether Main Street’s personnel who provide investment advice with respect to the

Company will be supervised persons of the Adviser under Section 202(a)(25) of the

Advisers Act.

d.   Whether and what fees are paid to Main Street and by whom and whether or not such fees

are paid pursuant to an agreement and, if they are, who the agreement is between.

e.    Whether Main Street is considered a fiduciary with respect to the Company.

f.   Whether the personnel being provided to the Company are personnel of Main Street or of

any of Main Street’s affiliates and, if applicable, explain how such entities are affiliated

with Main Street, the Adviser and the Company (i.e., controlled subsidiaries, wholly or

majority owned).

g.    Explain the registration status of each such affiliate, if applicable.

h.    Where the affiliate is domiciled, if applicable.

Please also provide us with any written agreement governing this arrangement whereby Main

Street provides its employees to the Adviser.

Response:

a.MSC Adviser I, LLC (the “Adviser”) serves as the sole investment adviser to the

Company. Main Street has not and will not enter into an investment advisory agreement

with the Company. Rather, Main Street and the Adviser have entered into a sharing

agreement pursuant to which Main Street provides the Adviser with investment

professionals and access to its resources. Pursuant to the sharing agreement, Main Street

provides resources and services to the Adviser only, does not provide services of any kind

to the Company (including any investment advisory services) and does not receive any

compensation from the Company.

b.Because the Adviser does not have any employees, it depends solely on the investment

professionals provided to it by Main Street pursuant to the sharing agreement in

connection with its provision of investment advisory services to the Company. In light of

such fact, the Company has added a risk factor relating to the Adviser’s dependence on

the investment professionals provided to it by Main Street under the sharing agreement.

c.The investment professionals of the Adviser provided by Main Street pursuant to the

resource sharing agreement are “supervised persons” of the Adviser under Section

202(a)(25) of the Investment Advisers Act of 1940, as amended.

d.Pursuant to the sharing agreement, Main Street provides resources and services to the

Adviser only and does not provide services of any kind to the Company (including any

investment advisory services) and does not receive any compensation from the Company.

Pursuant to the sharing agreement, the Adviser reimburses Main Street for the allocable

portion of Main Street’s costs in providing resources and services to the Adviser under

the sharing agreement, including, without limitation, the costs of the investment

personnel shared with the Adviser and related overhead.

e.Because Main Street is not an investment adviser to the Company and does not otherwise

provide investment advisory services to the Company, it does not have any fiduciary

duties to the Company.

f.The investment professionals being provided by Main Street to the Adviser pursuant to

the sharing agreement are employees of Main Street.

g.Not applicable.

h.Not applicable.

 November 19, 2024

Page 5

The Company will supplementally provide the Staff with a copy of the sharing agreement between

Main Street and the Adviser.

Prospectus Summary, page 7

10.Comment: We refer to footnote 3 to the table on page 7 of the Registration Statement, which

states that “from time to time, we may form subsidiaries.”  Please update the disclosure as follows:

a.Define in the disclosure “subsidiary” as entities that primarily engage in investment

activities in securities or other assets that are wholly owned by the Company. Please note

this definition should include existing Taxable Subsidiaries and Structured Subsidiaries.

b. Disclose that the Company complies with the 1940 Act provisions governing capital

structure and  leverage (Section 18, as modified by Section 61) on an aggregate basis

with the subsidiaries.

c.Disclose that any investment adviser to a subsidiary complies with the 1940 Act

provisions governing investment advisory contracts (Section 15) as if it were an

investment adviser to the Company under Section 2(a)(2) of the 1940 Act. Confirm that

any advisory agreement between the subsidiary and its investment adviser will be filed as

an exhibit to the Registration Statement as it is a material contract.

d.Disclose that each subsidiary complies with the 1940 Act provisions relating to affiliated

transactions and custody (Section 17, as modified by Section 57). Disclose the custodian

of the subsidiaries, if any.

e.Disclose any subsidiary principal strategies and principal risks that constitute principal

strategies and principal risks of the Company.

f.Tell us whether financial statements of any subsidiary will be consolidated with those of

the Company. If not, explain why not.

g.Confirm to us that subsidiaries and their boards will agree to inspection by the Staff of

the subsidiaries’ books and records, which will be maintained in accordance with Section

31, as modified by Section 64 and the rules thereunder.

h.Confirm to us that any foreign subsidiary and its board will agree to designate an agent

for service of  process in the U.S.

i. Confirm to us that the management fee of any wholly owned subsidiary will be included

in the “management fee” line item of the Fee Table and such subsidiaries’ other expenses

will be included in the “other expenses” line item of the Fee Table.

j.Disclose that the Company does not intend to create or acquire primary control of any

entity that primarily engages in investment activities in securities or other assets other

than entities wholly-owned by the Company.

Response:

a.The Company has revised the disclosure accordingly on pages 9 and 115 of Amendment

No. 1.

b.The Company has revised the disclosure accordingly on pages 9 and 115 of Amendment

No. 1.

c.The Company has revised the disclosure accordingly and respectfully advises the Staff

that none of the Company’s wholly-owned subsidiaries have any investment advisers.

d.The Company has revised the disclosure accordingly on pages 9 and 115 of Amendment

No. 1.

CORRESP
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Document

 1900 K Street, NW
Washington, DC  20006-1110

+1  202  261  3300  Main

+1  202  261  3333  Fax

www.dechert.com

HARRY S. PANGAS

harry.pangas@dechert.com

+1 202 261 3466 Direct

+1 202 261 3333 Fax

August 29, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.
Washington, D.C. 20549

Attn: Anu Dubey

Thankam Varghese

RE:      MSC Income Fund, Inc. —
Preliminary Proxy Statement on Schedule 14A (File No. 814-00939), filed on July 24, 2024 (the “Preliminary Proxy Statement”)

Dear Ms. Dubey and Ms. Varghese:

On behalf of MSC Income Fund, Inc. (the “Company”), set forth below is the Company’s response to the verbal comment provided by the Staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) to the Company’s legal counsel on August 28, 2024 with respect to the Preliminary Proxy Statement. The Staff’s comment is set forth below and is followed by the Company’s response. Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Preliminary Proxy Statement.

1.Comment: The Staff notes the Company’s response to the Staff’s prior Comment #10.d in the Company’s August 12, 2024 response letter to the Staff, which explains to the Staff why the lock-up provisions as an element of the Charter that subjects common shares to different holding periods would not create a “senior security” issue under the Investment Company Act of 1940, as amended (the “1940 Act”). Please acknowledge that the Staff does not agree with the Company’s analysis under Section 18 of the 1940 Act.

Response: The Company acknowledges that the Staff does not agree with the analysis set forth in the Company’s response to Comment #10.d in the Company’s August 12, 2024 response letter to the Staff regarding why the lock-up agreement provisions as an element of the Company’s corporate charter do not create a “senior security” under the 1940 Act.

*    *    *

 August 29, 2024

Page 2

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3466 (or by email at harry.pangas@dechert.com) or Clay Douglas by telephone at 202.261.3326 (or by email at clay.douglas@dechert.com).

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

cc:    Dwayne L. Hyzak, MSC Income Fund, Inc.

Jason B. Beauvais, Esq., MSC Income Fund, Inc.

Cory E. Gilbert, MSC Income Fund, Inc.

Clay Douglas, Esq., Dechert LLP

James Curtis, Esq., Dechert LLP

CORRESP
1
filename1.htm

Document

 1900 K Street, NW
Washington, DC  20006-1110

+1  202  261  3300  Main

+1  202  261  3333  Fax

www.dechert.com

HARRY S. PANGAS

harry.pangas@dechert.com

+1 202 261 3466 Direct

+1 202 261 3333 Fax

August 22, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.
Washington, D.C. 20549

Attn: Anu Dubey

Thankam Varghese

RE:      MSC Income Fund, Inc. —
Preliminary Proxy Statement on Schedule 14A (File No. 814-00939), filed on July 24, 2024 (the “Preliminary Proxy Statement”)

Dear Ms. Dubey and Ms. Varghese:

On behalf of MSC Income Fund, Inc. (the “Company”), set forth below are the Company’s responses to the verbal comments provided by the Staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) to the Company’s legal counsel on August 14, 2024 with respect to the Preliminary Proxy Statement. The Staff’s comments are set forth below and are followed by the Company’s responses. Where indicated, the Company intends to include revised disclosure in the Definitive Proxy Statement on Schedule 14A to be filed by the Company with the SEC. Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Preliminary Proxy Statement.

1.Comment: The Staff refers to the Company’s response to Comment #11 in the Company’s response letter to the Staff dated August 12, 2024. Please supplementally explain whether and how the Company’s board of directors (the “Board”) considered whether the trading restrictions might negatively impact the value of the Shares.

Response: The Company has revised the disclosure under the heading “Principal Change – Limitation on the Transferability of the Company’s Shares Following the Listing,” on page 16 of the marked draft of the Definitive Proxy Statement submitted to the Staff supplementally in connection with the filing of this response letter, to address the Board’s consideration of whether the transfer restrictions described in Listing Charter Amendment Proposal 1 might negatively impact the value of the Shares.

2.Comment: The Staff refers to the Company’s response to Comment #13 in the Company’s response letter to the Staff dated August 12, 2024. The Staff is not persuaded that the charter revisions identified in the Company’s response are inextricably intertwined, and the Staff cannot provide assurances that the referenced charter provisions in Listing Charter Amendment Proposal 2 should not be unbundled under Rule 14a-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Question 101.01 of the Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations and IM Guidance Update No. 2014-02.

 August 22, 2024

Page 2

Response: The Company respectfully disagrees with the Staff’s position and notes the precedent set forth in (1) the definitive proxy statement on Schedule 14A filed by CĪON Investment Corporation (File No. 814-00941) with the SEC on May 13, 2021, and (2) the definitive proxy statement on Schedule 14A filed by FS KKR Capital Corp. (f/k/a FS Investment Corporation)  (“FSK”) (File No. 814-00757) with the SEC on May 9, 2013, each of which bundled items consistent with the approach proposed by the Company in the Preliminary Proxy Statement. Moreover, the Company notes that the above-referenced proxy statement filed by FSK bundled proposals in a manner consistent with the approach proposed by the Company in the Preliminary Proxy Statement in response to a similar unbundling comment issued by the Staff to FSK.

Notwithstanding the foregoing, the Company has complied with the Staff’s comment and unbundled the proposals cited by the Staff in Comment #13 in the Company’s response letter to the Staff dated August 12, 2024 by (1) removing the previously proposed Charter amendments indicated below by footnote “(a)” and (2) including the proposed Charter amendments indicated below by footnote “(b)” as separate proposals in the marked draft of the Definitive Proxy Statement submitted to the Staff supplementally in connection with the filing of this response letter. The Company notes that the below list corresponds to the Staff’s list in Comment #13 in the Company’s response letter to the Staff dated August 12, 2024.

•Deletion of former Article X to remove the NASAA Guidelines provisions restricting certain transactions between the Company and the Adviser their affiliates. (b)

•Deletion of former Section 5.5 removing the NASAA Guidelines provisions regarding limitations on the Company’s ability to make arrangements for deferred payments on account of the purchase price of the Shares. (a)

•Deletion of former Section 5.9 removing the NASAA Guidelines provisions governing the operation of the Company’s distribution reinvestment plan, including limitations on sales commissions and fees deducted directly or indirectly from funds reinvested by the Company and provisions relating to the assumption by soliciting dealers of responsibility for blue sky compliance and performance of due diligence responsibilities with respect to investors’ suitability standards in the applicable state. (b)

•Deletion of former Section 5.10 removing provisions governing the Company’s periodic offers to repurchase Shares on a quarterly basis in connection with the Company’s original continuous public offering. (a)

•Deletion of former Article XII removing the NASAA Guidelines provisions regarding limitations on roll-up transactions. (a)

•Deletion of former Article XI removing the NASAA Guidelines provisions regarding certain stockholder rights., including the right to vote on charter amendments, sale of substantially all of the Company’s assets, merger and the removal of the Company’s investment adviser and election of a new investment adviser, and the right to inspect books and records. (a)

*    *    *

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3466 (or by email at harry.pangas@dechert.com) or Clay Douglas by telephone at 202.261.3326 (or by email at clay.douglas@dechert.com).

 August 22, 2024

Page 3

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

cc:    Dwayne L. Hyzak, MSC Income Fund, Inc.

Jason B. Beauvais, Esq., MSC Income Fund, Inc.

Cory E. Gilbert, MSC Income Fund, Inc.

Clay Douglas, Esq., Dechert LLP

CORRESP
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filename1.htm

Document

 1900 K Street, NW
Washington, DC  20006-1110

+1  202  261  3300  Main

+1  202  261  3333  Fax

www.dechert.com

HARRY S. PANGAS

harry.pangas@dechert.com

+1 202 261 3466 Direct

+1 202 261 3333 Fax

August 15, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street N.E. Washington, D.C. 20549

Attn:  Anu Dubey

Thankam Varghese

RE:      MSC Income Fund, Inc. —

Preliminary Proxy Statement on Schedule 14A (File No. 814-00939), filed on July 24, 2024 (the “Preliminary Proxy Statement”)

Dear Ms. Dubey and Ms. Varghese:

On behalf of MSC Income Fund, Inc. (the “Company”), set forth below are the Company’s responses to the verbal comment provided by the Staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) to the Company’s legal counsel on August 13, 2024 with respect to the Preliminary Proxy Statement. The Staff’s comment is set forth below and is followed by the Company’s response. Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Preliminary Proxy Statement.

1.Comment: The Staff refers to the Company’s response to the Staff’s Comment #10.d in the response letter filed by the Company with the SEC on August 12, 2024 (the “Prior Comment”), regarding why the lock-up agreement as an element of the Charter that subjects different stockholders to different holding periods would not create a “senior security” under the Investment Company Act of 1940, as amended (the “1940 Act”). Please further respond to the Prior Comment by addressing the precedent in the Vanguard Index Funds, et al. class order whereby the Vanguard entities applied for relief under Section 18 of the 1940 Act in part due to a certain class of shares being traded on an exchange, while other classes of shares would not. See Investment Company Act Release No. 24680 (Oct. 6, 2000).

Response: We respectfully note that the above-cited Vanguard Index Funds exemptive order (the “Vanguard Order”) has no relevance to the question presented here, which is whether a limited duration lock-up arrangement (whether it is imposed via (1) a contractual agreement between a fund/its underwriters, on the one hand, and a certain number of the fund’s stockholders, on the other hand, or (2) a charter provision applicable to all of the fund’s stockholders at a specified point in time but not to investors who become stockholders thereafter) causes a single class of common shares to morph into two separate classes of shares (i.e., creates a “senior security”) for purposes of Section 18 of the 1940 Act.

Section 18(g) of the 1940 Act defines senior security to include “any stock of a class having a priority over any other class as to the distribution of assets or payment of dividends . . .”. The proposing release for Rule 18f-3 under the 1940 Act explains that the “issuance of multiple

 August 15, 2024

Page 2

classes implicates section[] 18(f)(1)” because “a class with lower expenses will have a greater net asset value or higher dividend per share than other classes” and a “class with a higher net asset value may be considered to have a priority as to the distribution of assets . . .”.1 The proposing release states that

Section 18 is, to a large extent, designed to prohibit material differences among the rights of shareholders in a fund. This section implements the policy expressed in section 1(b)(3) of the Investment Company Act of preventing funds from “issu[ing] securities containing inequitable or discriminatory provisions.” (footnotes omitted; emphasis added).2

The application for the Vanguard Order states that “[s]ince holders of Conventional Shares and VIPER Shares will pay different expenses and have different redemption, trading and voting rights, Applicants are requesting relief from Sections 18(f)(1) and 18(i).”3 Consistent with Section 18(g) of the 1940 Act, as explained in the Rule 18f-3 proposing release, the differing expenses allocated to the Conventional Shares and VIPER Shares in the facts of the Vanguard Order establish that the issuance of the VIPER Shares would create a senior security and implicate Section 18(f)(1) of the 1940 Act. The differing redemption, trading and voting rights do not create a senior security (but may implicate other provisions of the 1940 Act). As the Rule 18f-3 proposing release states, Section 18 of the 1940 Act may implement the policy considerations in Section 1(b)(3) of the 1940 Act “to a large extent,” but it does not prohibit any and all restrictions that might be considered “inequitable or discriminatory”.4 Importantly, the Vanguard Order does not address a request for relief relating to lock-up arrangements, and neither the proposing release nor the adopting release for Rule 18f-3 addresses lock-up arrangements.

The limited duration lock-up arrangement described in Listing Charter Amendment Proposal 1 does not create a senior security as defined in Section 18(g) of the 1940 Act. The Shares subject to the Company’s proposed lock-up arrangement have the same claim to the Company’s assets and dividends as any Shares that may be issued following a Listing. Moreover, the lock-up arrangement does not raise the policy concerns stated in Section 1(b)(3) of the 1940 Act. This conclusion is supported by the universal practice of obtaining limited duration contractual lock-up agreements from, or applying limited duration transfer restrictions via a charter provision5 applicable to, certain stockholders but not others in connection with initial public offerings (“IPOs”) and follow-on equity offerings for closed-end funds (both registered closed-end funds and business development companies (“BDCs”)). The fact that the transfer restrictions are included in the charter of an issuing closed-end fund as opposed to being memorialized in a contractual agreement should have no bearing on the question of whether a limited duration lock-up arrangement creates a “senior security” for purposes of Section 18 of the 1940 Act. If that were not the case (i.e., if it did matter where and how the transfer restrictions were memorialized or whether a stockholder specifically consented thereto), then it would create a significant loophole or end-run around the prohibitions set forth in Section 18, as issuers could simply opt for one approach instead of the other during the organization of the fund. As a result, given that a limited duration lock-up arrangement does not create a “priority . . . as to distribution of assets or payment of divide

1 58 Fed. Reg. 68,077 (Dec. 23, 1993).

2 Id.

3 In the Matter of the Application of Vanguard Index Funds et al., File No. 812-12094 (July 12, 2000), at 36– 37.

4 See 58 Fed. Reg. 68,077 (Dec. 23, 1993).

5  See, e.g., the charters of CĪON Investment Corporation, Goldman Sachs BDC, Inc., Crescent Capital BDC, Inc., Blue Owl Capital Corporation, Blue Owl Technology Finance Corp. II, Blue Owl Capital Corp III, SLR Private Credit BDC II LLC, Varagon Capital Corp., SLR HC BDC LLC and TriplePoint Private Venture Credit Inc.

 August 15, 2024

Page 3

nds,” it cannot and should not be construed to create a “senior security” for purposes of Section 18 of the 1940 Act.

It is important to highlight that the Company’s stockholders have had limited avenues of liquidity for their Shares since 2012 (such liquidity coming in the form of limited tender offers) and that the Company is seeking to provide them with a path to full liquidity, if stockholders so desire, via a Listing and potential concurrent follow-on equity offering, which is intended to bring long-term institutional and other investors to support the Company and the trading of its Shares post-Listing. The investment bankers with whom the Company’s management have consulted in connection with the Listing and potential concurrent follow-on equity offering have indicated that it would be very difficult, if not impossible, to execute such an offering without the lock-up arrangements found in other recent similar BDC equity offerings (and on which on the lock-up arrangement described in Listing Charter Amendment Proposal 1 is patterned).6

The lock-up arrangement described in Listing Charter Amendment Proposal 1 is intended to benefit the Company’s stockholders by facilitating a Listing and any potential concurrent follow-on equity offering and, thereby, provide them with a path to full liquidity on an investment that they have held, in some cases, since 2012. Such liquidity will become available six months following a Listing and will be fully available to them, if they so desire, one year and a day following the Listing, which is a short period of time to wait in comparison to the 11+ year period to date. During the period for which the lock-up arrangement described in Listing Charter Amendment Proposal 1 will apply, the affected stockholders will be subject to the same expenses and receive the same amount of dividends/distributions per Share (including upon liquidation of the Company) as all other stockholders (in each case, on a pro rata basis based on all outstanding Shares, regardless of whether any Shares are subject to the lock-up arrangement) and will have the same net asset value per Share as every other stockholder of the Company. In light of these facts, the Company respectfully submits that the lock-up arrangement described in Listing Charter Amendment Proposal 1 does not run afoul of any investor protection concerns. Instead, it is in stockholders’ best interests because it provides them with a path to full liquidity with respect to their investment in the Company if stockholders desire to seek it.

*          *          *

6 See, e.g., the 2024 IPOs conducted by Palmer Square Capital BDC, Inc. (33% of shares released from lock-up 180 days after listing, an additional 33% of shares released from lock-up 270 days after listing and the remaining 33% of shares released from lock-up 360 days after listing); Morgan Stanley Direct Lending Fund (33% of shares released from lock-up 180 days after listing, an additional 33% of shares released from lock-up 270 days after listing and the remaining 33% of shares released from lock-up 365 days after listing, except that shares held by certain affiliates of the company’s investment adviser and the company’s directors, officers and members of its investment committee could not be transferred until 365 days after listing); Nuveen Churchill Direct Lending Corp. (15% of shares released from lock-up 90 days after listing, an additional 35% of shares released from lock-up 180 days after listing and the remaining 50% of shares released from lock-up 270 days after listing, except that shares held by affiliates of the company’s investment adviser could not be transferred until 365 days after listing); Sound Point Meridian Capital, Inc. (33% of shares released from lock-up 180 days after listing, an additional 33% of shares released from lock-up 270 days after listing and the remaining 33% of shares released from lock-up 360 days after listing); and Kayne Anderson BDC, Inc. (33% of shares released from lock-up 180 days after listing, an additional 33% of shares released from lock-up 270 days after listing and the remaining 33% of shares released from lock-up 365 days after listing, except that shares held by the company’s investment adviser and the company’s directors and executive officers could not be transferred until 365 days after listing).

 August 15, 2024

Page 4

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3466 (or by email at harry.pangas@dechert.com) or Clay Douglas by telephone at 202.261.3326 (or by email at clay.douglas@dechert.com).

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

cc:        Dwayne L. Hyzak, MSC Income Fund, Inc.

Jason B. Beauvais, Esq., MSC Income Fund, Inc.

Cory E. Gilbert, MSC Income Fund, Inc.

Clay Douglas, Esq., Dechert LLP

James Curtis, Esq., Dechert LLP

CORRESP
1
filename1.htm

Document

 1900 K Street, NW
Washington, DC  20006-1110

+1  202  261  3300  Main

+1  202  261  3333  Fax

www.dechert.com

HARRY S. PANGAS

harry.pangas@dechert.com

+1 202 261 3466 Direct

+1 202 261 3333 Fax

August 12, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.
Washington, D.C. 20549

Attn: Anu Dubey

RE:      MSC Income Fund, Inc. —
Preliminary Proxy Statement on Schedule 14A (File No. 814-00939), filed on July 24, 2024 (the “Preliminary Proxy Statement”)

Dear Ms. Dubey:

On behalf of MSC Income Fund, Inc. (the “Company”), set forth below are the Company’s responses to the verbal comments provided by the Staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) to the Company’s legal counsel on August 1, 2024 with respect to the Preliminary Proxy Statement. The Staff’s comments are set forth below and are followed by the Company’s responses. Where indicated, the Company intends to include revised disclosure in the Definitive Proxy Statement on Schedule 14A to be filed by the Company with the SEC. Unless otherwise noted, references to page numbers herein refer to the page numbers of the Preliminary Proxy Statement. Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Preliminary Proxy Statement.

1.Comment: The Staff refers to the cover page of the Notice of Special Meeting of Stockholders. Please note that preliminary proxy statements should be clearly marked as “Preliminary Copies.” See Rule 14a-6(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Response: The Company acknowledges the Staff’s comment.

2.Comment: Please confirm to the Staff in your response letter that Section 13 of Article II of the Company’s bylaws, which states that “Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the ‘MGCL’), shall not apply to any acquisition by any person of shares of stock of the Corporation” has not been repealed or revised.

Response: The Company confirms to the Staff, on a supplemental basis, that the Company’s Board of Directors (the “Board”) has not amended the Company’s bylaws to repeal the current exemption from the Maryland Control Share Acquisition Act.

3.Comment: The Staff refers to the following sentence starting on page 1 of the Preliminary Proxy Statement under the heading “General Information”:

 August 12, 2024

Page 2

Although the Board has authorized our management to consider, explore and prepare for a potential Listing, which may be accompanied by a follow-on public offering of the Shares, and is recommending certain corporate actions requiring your vote that will better position us to pursue a Listing, there is no guarantee that a Listing will occur if the Board determines, in its sole discretion, that it is not in our or our stockholders’ best interests, including, without limitation, if market conditions at the time make it undesirable to effectuate a Listing or any accompanying follow-on public offering of the Shares.

Please address and disclose the Board’s consideration of, and factors the Board considered in seeking stockholder approval for, these proposals now given that this disclosure indicates that a Listing is not certain.

Response: The Company has revised the disclosure accordingly under the heading “Listing Charter Amendment Proposals (Items 1(i)-1(ii)) – Background”. See page 11 of the marked draft of the Preliminary Proxy Statement submitted to the Staff supplementally in connection with the filing of this response letter.

4.Comment: The Staff refers to the sentence “At the Special Meeting, there are no non-routine proposal to be presented for a vote” under the heading “Broker Non-Votes” on pages 3 and 4 of the Preliminary Proxy Statement. Please revise to say there are no “routine” proposals.

Response: The Company has revised the disclosure accordingly. See page 4 of the marked draft of the Preliminary Proxy Statement submitted to the Staff supplementally in connection with the filing of this response letter.

5.Comment: The Staff refers to the table on pages 4–6 of the Preliminary Proxy Statement under the heading “Proposals to Be Voted on; Vote Required; and How Votes Are Counted”.

a.With respect to the sentence “Even if approved by the Company’s stockholders, the Listing Charter Amendments will not be implemented unless and until a Listing occurs”, disclose the consequence of this point (i.e., that the existing charter will continue to be the Company’s charter).

b.With respect to the sentence “Each of the Listing Charter Amendment Proposals are independent of one another”, add disclosure to clarify what being “independent of one another” means.

c.With respect to the sentence “Even if approved by the Company’s stockholders, the Advisory Agreement Amendment Proposal will not be implemented unless and until a Listing occurs”, disclose the consequence of this point (i.e., that the currently effective investment advisory agreement will continue to be the Company’s investment advisory agreement).

Response: The Company has revised the disclosure accordingly. See pages 4-7 of the marked draft of the Preliminary Proxy Statement submitted to the Staff supplementally in connection with the filing of this response letter.

 August 12, 2024

Page 3

6.Comment: The Staff refers to the disclosure under the heading “Solicitation of Proxies and Expenses” on page 6 of the Preliminary Proxy Statement. If any parent of the registrant’s investment adviser is a corporation, disclose the percentage of the investment adviser owned by the parent. See Instruction 1 to Item 22(c)(3) of Schedule 14A.

Response: The Company has revised the disclosure accordingly. See pages 7-8 of the marked draft of the Preliminary Proxy Statement submitted to the Staff supplementally in connection with the filing of this response letter.

7.Comment:  The Staff refers to the last sentence of the first paragraph under the heading “Solicitation of Proxies and Expenses” on page 6 of the Preliminary Proxy Statement. If the Company is incorporating the information in the definitive proxy statement of Main Street Capital Corporation into the Company’s proxy statement, please do so in accordance with Instructions 1 and 2 to Schedule 14A and add a hyperlink to Main Street Capital Corporation’s definitive proxy statement.

Response: The Company has revised the disclosure accordingly. See pages 7-8 of the marked draft of the Preliminary Proxy Statement submitted to the Staff supplementally in connection with the filing of this response letter.

8.Comment: The Staff refers to the heading “Update to Charter to Limit Transferability of Shares” on page 9 of the Preliminary Proxy Statement. Please supplementally provide the Staff with other examples of business development companies that have established similar transfer restrictions through amendments to their organizational documents.

Response: The Company respectfully refers the Staff to the below business development companies that have established transfer restrictions on their shares through amendments to their organizational documents:

•CĪON Investment Corporation (“CIC”), whose stockholders voted on September 7, 2021, to approve a proposal to amend its charter, effective upon listing of CIC’s shares of common stock on a national securities exchange, to include a provision limiting transferability of CIC’s shares of common stock for certain periods of time following such listing;

•Goldman Sachs BDC, Inc. (“GSBD”), whose stockholders voted on October 2, 2020, to approve an amended and restated charter, which restricted stockholders that acquired shares of GSBD common stock pursuant to a merger agreement by and among GSBD, Goldman Sachs Middle Market Lending Corp., Evergreen Merger Sub Inc. and Goldman Sachs Asset Management, L.P., from transferring such shares for certain periods of time;

•Crescent Capital BDC, Inc. (“Crescent Capital BDC”), whose stockholders voted on January 29, 2020 to approve a reincorporation transaction (the “Reincorporation Transaction”) in connection with Crescent Capital BDC’s merger (the “Merger”) with Alcentra Capital Corporation that resulted in the charter of Crescent Capital BDC subsequent to the Reincorporation Transaction including a provision limiting the transferability of Crescent Capital BDC’s shares of common stock acquired by a stockholder attendant to the Merger for certain periods of time following the Merger; and

 August 12, 2024

Page 4

•Blue Owl Capital Corporation (f/k/a Owl Rock Capital Corporation) (“Blue Owl”) whose stockholders voted on April 29, 2019 to approve a proposal to amend its charter to include a provision limiting the transferability of Blue Owl’s shares of common stock for certain periods of time following a listing of Blue Owl’s shares of common stock on a national securities exchange.

9.Comment: The Staff refers to the disclosure under the heading “Principal Change – Limitation on the Transferability of the Company’s Shares following the Listing” starting on page 10 of the Preliminary Proxy Statement. Please clarify the disclosure regarding the transfer restrictions on shares acquired by stockholders prior to a Listing to specify whether these limits apply per stockholder or on an aggregate basis.

Response: The Company has revised the disclosure to clarify that the transfer restrictions will equally affect all stockholders’ ability to transfer Shares following a Listing with respect to Shares acquired prior to a Listing. See page 14 of the marked draft of the Preliminary Proxy Statement submitted to the Staff supplementally in connection with the filing of this response letter.

10.Comment: The Staff refers to the section titled “Principal Change – Limitation on the Transferability of the Company’s Shares following the Listing” starting on page 10 of the Preliminary Proxy Statement and issues the below comments. Please provide the Staff with supplemental responses to each.

a.Did the Company consider imposing these restrictions on transfer via individual agreements with investors instead of a charter amendment?

Response: The Company advises the Staff, on a supplemental basis, that the Company considered imposing these restrictions on transfer via individual agreements. However, in light of the fact that the Company has more than 14,000 record holders for its Shares, imposing the transfer restrictions via individual agreements is impracticable and is likely to unduly delay the Company’s preparations for a potential Listing.

b.Explain to the Staff the permissibility of share transfer restrictions in the Company’s charter under state law.

Response: The Company advises the Staff, on a supplemental basis, that a Maryland corporation may include in its charter any “preferences, rights, restrictions, including restrictions on transferability, and qualifications not inconsistent with law.” MGCL § 2-105(a)(9). As to transfer restrictions specifically, the MGCL provides that a Maryland corporation may include in its charter “restrictions on transferability or ownership for any purpose.” Id. § 2-105(a)(12). Finally, “[a]ny of the … restrictions … may be made dependent upon facts ascertainable outside the charter and may vary among the holders thereof, provided that the manner in which such facts or variations shall operate upon … restrictions … is clearly and expressly set forth in the charter.” MGCL § 2-105(a)(12). While the Charter does not presently include such restrictions, a Maryland corporation may amend its charter pursuant to Subtitle 600 of Article 2 of the MGCL to, among other things, accomplish anything that could be lawfully contained in the articles of incorporation at the time of amendment. MGCL § 2-602(a)(1). This includes amendments to change the “restrictions” imposed upon “any of its issued or unissued stock.” MGCL § 2-602(b)(9). An amendment imposing restrictions on transfer must be declared advisable by the Board of Directors and recommended to the stockholders of the Company, then approved by the vote of the

 August 12, 2024

Page 5

holders of a majority of the shares entitled to vote thereon. See Id. § 2-604(b). The Company has sought and obtained the advice of Maryland counsel on this topic and notes that several other closed-end funds have utilized similar transfer restrictions to protect the stock price of the Company following a listing, public offering or other transaction.

c.Please explain to the Staff (i) how the Company decided that the time periods in the three bullets at the top of page 11 were appropriate, (ii) how the Company will determine which investors/shares are subject to the 180-, 270- or 365-day restrictions, and (iii) whether all pre-Listing investors will be subject to these restrictions.

Response: With respect to clauses (ii) and (iii) above, the Company advises the Staff, on a supplemental basis, that all Shares acquired by any stockholder prior to a Listing would be subject to the referenced restrictions on transfer. With respect to clause (i), the Company was aware of precedent transactions in the business development company space and believes that such a tiered release appropriately balances the benefits of providing liquidity to the Company’s existing stockholders with the considerations set forth in the Preliminary Proxy Statement under the heading “Principal Change – Limitation on the Transferability of the Company’s Shares following the Listing”.

d.Explain to the Staff why the lock-up agreement as an element of the Charter that subjects different stockholders to different holding periods would not create a “senior security” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Response: Section 18(g) of the 1940 Act defines a “senior security” to mean “any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends; and ‘senior security representing indebtedness’ means any other than stock” (emphasis added).

The proposed transfer restrictions set forth in Listing Charter Amendment Proposal 1 do not, and will not, grant any stockholder a priority over any other stockholder as to the distribution of assets or the payment of dividends, and as a result, the defining elements of a “senior security,” as set forth in the 1940 Act, are not present.

The proposing release for Rule 18f-3 under the 1940 Act provides additional guidance on what constitutes a senior security that is a stock. That release explains that in a multiple class mutual fund, different expense levels (caused primarily by differing distribution expenses) differentiate one class from another. A class with lower expenses will have a greater net asset value (“NAV”) or higher dividend per share than other classes. A class with a higher NAV has a priority as to the distribution of assets. Similarly, a class receiving a higher dividend has a priority over classes with lower dividends. Therefore, the class with lower expenses is a senior security.1

Similarly, the Staff has found Section 18(g) of the 1940 Act to be implicated in arrangements where certain investors were required to reinvest distributions while other investors had the option to received cash distributions.2 In other words, the SEC and the Staff have found a senior security exists with respect to stock when some characteristic of the stock confers upon it a prior claim on a fund’s assets, earnings or both. These characteristics are not presented by the proposed transfer

1 See Investment Company Act Release No. 19955 (Dec. 15, 1993) at n. 17 and accompanying text (proposing Rule 18f-3, creating an exemption from Section 18 for funds issuing multiple

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		Document

 One International Place, 40th Floor

100 Oliver Street

Boston, MA  02110-2605

+1  617  728  7100  Main

+1  617  426  6567  Fax

www.dechert.com

THOMAS FRIEDMANN

thomas.friedmann@dechert.com

+1  617  728 7120  Direct

+1  617  275 8389  Fax

September 18, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn:  Kenneth Ellington

Re:    HMS Income Fund, Inc.

Annual Report on Form 10-K for the Year Ended December 31, 2019

File Number 814-00939

Ladies and Gentlemen:

On behalf of HMS Income Fund, Inc., a Maryland corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a phone call between Mr. Kenneth Ellington of the Staff and Thomas J. Friedmann and Matthew J. Carter of Dechert LLP, outside counsel to the Company, on September 15, 2020.  Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Commission on March 19, 2020 (Registration No. 814-00939) (the “Form 10-K”).

1.

 In the Company’s Consolidated Schedule of Investments, please ensure that all of the disclosures related to restricted securities required by Regulation S-X Article 12-12, footnote 8 are included in future financial statements, including acquisition date.

As requested, the Company will ensure that all of the disclosures related to restricted securities required by Regulation S-X Article 12-12, footnote 8, including acquisition date, will be included in future financial statements.

2.

 In the Company’s Consolidated Schedule of Investments disclosing the Company’s affiliate investments, please ensure that the total for the column disclosing the amount of Net Unrealized Gain/Loss ties back to the amount of Net Change In Unrealized Appreciation/Depreciation disclosed for affiliate investments in the Company’s Statement of Operations, as required by Article 12-14, footnote 6(f) of Regulation S-X.

As requested, in future financial statements, the Company will ensure that the totals for the referenced amounts tie back appropriately.

 Kenneth Ellington

September 18, 2020

 Page 2

3.

 In Note 6-Borrowings, please disclose the average interest rate on borrowings as required by Article 6-07(3) of Regulation S-X and ASC 946-225.

As requested, in future financial statements, the Company will disclose the average interest rate on borrowings in Note 6 to its consolidated financial statements.

4.

 In Note 11 - Related Party Transactions and Arrangements, please update the recoupment disclosure to match the disclosure found in the fee waiver agreements, specifically, the phrase, “The Company shall only reimburse fees if (1) the Company’s operating expense ratio at the time of reimbursement is equal to or less than the operating expense ratio at the time the corresponding fees were waived and if the annualized rate of regular cash distributions to stockholders is equal to or greater than the annualized rate of the regular cash distributions at the time the corresponding fees were waived…” (emphasis added).

As requested, in future financial statements, the Company will update the recoupment disclosure in Note 11 to its consolidated financial statements to correspond to the disclosure found in the fee waiver agreements.

5.

 It appears that GRT Rubber Technology LLC (“GRT”) triggered the income test set forth in Section 3-09 of Regulation S-X as of December 31, 2019, but no separate annual financial statements were provided for this company.  Please confirm that GRT was not majority owned by the Company as of December 31, 2019 and the percentage of GRT owned by the Company as of such date.

The Company confirms that GRT was not majority owned by the Company as of December 31, 2019. As of December 31, 2019, the Company held 32.18% of GRT’s outstanding equity interests.

6.

 Does the Company’s common stock trade on any private securities market or alternative trading systems?  If so, please provide the average trading prices or bid/ask spreads for such securities, as applicable.

The Company respectfully submits that shares of the Company’s common stock do not trade on any private securities market or alternative trading systems.

* * * * * * * * *

 Kenneth Ellington

September 18, 2020

 Page 3

If you have any questions, please feel free to contact the undersigned by telephone at 617.728.7120 (or by e-mail at thomas.friedmann@dechert.com) or Matt Carter by telephone at 202.261.3395 (or by e-mail at matthew.carter@dechert.com).  Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

cc:

 Janice E. Walker, HMS Income Fund, Inc.

David M. Covington, HMS Income Fund, Inc.

Matthew J. Carter, Dechert LLP

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		Document

 One International Place, 40th Floor

100 Oliver Street

Boston, MA  02110-2605

+1  617  728  7100  Main

+1  617  426  6567  Fax

www.dechert.com

THOMAS FRIEDMANN

thomas.friedmann@dechert.com

+1  617  728 7120  Direct

+1  617  275 8389  Fax

July 16, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attention: Edward Bartz

Re:

 HMS Income Fund, Inc.

Preliminary Proxy Statement (File No. 814-00939)

Ladies and Gentlemen:

On behalf of HMS Income Fund, Inc. (the “Company”), we hereby respond to the comments provided telephonically by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (“SEC”) on July 8, 2020 regarding the Company’s Preliminary Proxy Statement (File No. 814-00939), initially filed with the SEC on July 1, 2020 (the “Preliminary Proxy Statement”). For your convenience, a summary of each of the Staff’s comments is numbered and presented in bold, italicized text below, and each comment is followed by the Company’s response. The Company has today filed the definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”), together with this letter. Unless otherwise indicated, all page references are to page numbers in the Preliminary Proxy Statement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Preliminary Proxy Statement.

1.

 Please confirm all dates, times and other information omitted in the Preliminary Proxy Statement will be completed in the Definitive Proxy Statement.

The Company acknowledges the Staff’s comment and confirms that all dates, times and other information omitted in the Preliminary Proxy Statement have been completed in the Definitive Proxy Statement.

2.

 The Staff notes that the Maryland General Corporation Law provides that a meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice, for any or no reason. Nevertheless, it is the Staff’s view that under the Exchange Act, a proxy cannot confer discretionary authority on the chairman to adjourn the meeting to solicit

 Edward Bartz

July 16, 2020

 Page 2

votes to avoid a negative vote on the proposal. The adjournment of a meeting to solicit additional proxies to avoid a negative vote at that meeting is a substantive proposal for which proxies must be independently solicited and for which discretionary authority is unavailable despite any provisions of the Company’s by-laws or state law. See Exchange Act Rule 14a-4(d)(4). Specifically, this is not a “matter incident to the conduct of the meeting.” See Exchange Act Rule 14a-4(c)(7). Similarly, brokers do not have discretionary authority to vote for adjournment because such a vote would be non-routine. See e.g., New York Stock Exchange Rule 452. Such an adjournment must be authorized by means of a specific proposal in the proxy that receives the required majority of stockholder votes. Please revise the proxy card to include an additional voting box so that stockholders may decide whether or not to vote in favor of adjournment for the solicitation of additional proxies, if this is an action that is contemplated. See Exchange Act Rules 14a-4(b)(1) and 14a-4(e).

The Company respectfully submits that the chairman’s authority, as the presiding officer at the Company’s meeting of stockholders, to adjourn the Annual Meeting proceeds from Section 5 of the Company’s Bylaws. It is not based on a delegation of authority by proxy. As a result, the chairman’s decision to adjourn the Annual Meeting would not require the voting of any proxies.

3.

 On page 13, there is a statement that “We will bear all costs associated with soliciting proxies for the Annual Meeting.”  Please clarify that “we” for purposes of this sentence means the Company.

The Company acknowledges the Staff’s comment and has revised page 12 of the Definitive Proxy Statement to clarify that “we” for the purposes of this sentence means the Company.

4.

 On page 27, there is a statement that the Company, Main Street and the Advisers have filed a new application for co-investment exemptive relief with the SEC.  Please include the standard language to the effect that there can be no assurance that the SEC will grant the requested relief.

The Company acknowledges the Staff’s comment and has revised page 26 of the Definitive Proxy Statement to include language to the effect that there can be no assurance that the SEC will grant the requested relief.

 Edward Bartz

July 16, 2020

 Page 3

5.

 On page 37, there is a statement that MSC Adviser has agreed that the costs and expenses to be borne by the Company relating to the Externalized Services provided under the New Investment Advisory Agreement will not exceed the Externalized Services Expense Cap.  For purposes of clarity, please re-state in this paragraph that the Externalized Services Expense Cap will limit the cost to the Company and its stockholders of the Externalized Services to not more than 0.10% of the Company’s gross assets per annum.

The Company acknowledges the Staff’s comment and has revised page 37 of the Definitive Proxy Statement to re-state that the Externalized Services Expense Cap will limit the cost to the Company and its stockholders of the Externalized Services to not more than 0.10% of the Company’s gross assets per annum.

* * * * * * *

 Edward Bartz

July 16, 2020

 Page 4

If you have any questions or if you require additional information, please do not hesitate to contact the undersigned by telephone at (617) 728-7120 (or by email at thomas.friedmann@dechert.com) or Matthew J. Carter at (202) 261-3395 (or by email at matthew.carter@dechert.com).

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

cc:    Jason P. Maxwell

Jeffrey S. Folkerts

HMS Income Fund, Inc.

Matthew J. Carter

Dechert LLP

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		Document

 1900 K Street, NW

Washington, DC 20006-1110

+1 202 261 3300  Main

+1 202 261 3333  Fax

www.dechert.com

 WILLIAM J. TUTTLE

william.tuttle@dechert.com

+1 202 261 3352  Direct

+1 202 261 3009  Fax

April 27, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn:  Ashley Vroman-Lee and Kenneth Ellington

Re:    HMS Income Fund, Inc.

Post-Effective Amendment No. 3 to Registration Statement on Form N-2

File Numbers 333-204659 and 814-00939

Ladies and Gentlemen:

On behalf of HMS Income Fund, Inc., a Maryland corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in phone calls between (i) Mr. Kenneth Ellington of the Staff and William J. Tuttle of Dechert LLP, outside counsel to the Company, on April 7, 2017 and (ii) Ms. Ashley Vroman-Lee of the Staff and William J. Tuttle of Dechert LLP on April 20, 2017.  The Company has filed with the Commission Post-Effective Amendment No. 4 to the Registration Statement (“Amendment No. 4”) in response to the Staff’s comments. For your convenience, a transcription of the Staff’s comments is included in this letter (in italics), and each comment is followed by the applicable response.  Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Registration Statement on Form N-2 (Registration Nos. 333-204659 and 814-00939) (as amended, the “Registration Statement”).

Legal Comments

1.

 We note in footnote 10 to the fees and expenses table that the ratio of total annual expenses, which included the effect of the conditional incentive fee waiver and internal administrative expense waivers, was 6.89% for the year ended December 31, 2016.  Why is this amount in excess of the 5.97% annual expenses shown in the table above?

The Company respectfully submits that the ratio of total annual expenses, which included the effect of the conditional incentive fee waiver and internal administrative expense waivers, of 6.89% represents actual expenses for the year ended December 31, 2016.  This figure is higher than those presented in fees and expenses table, which represents a projection of future expenses,

 United States Securities and Exchange Commission

April 27, 2017

Page 2

primarily because the leverage assumption set forth in the table of 50% of net assets is less than actual leverage for the year ended December 31, 2016, which was approximately 74% of net assets.  A brief explanation regarding this difference has been added to footnote 10 to the fees and expenses table.

2.

 Please update the disclosure throughout the Registration Statement to note that below investment grade debt securities are commonly known as “junk” securities.

As requested, the Company has updated the disclosure throughout the Registration Statement to note that below investment grade debt securities are commonly known as “junk” securities.

3.

 Please delete the word generally from the first sentence of the fifth paragraph under the risk factor captioned “We may have limited ability to fund new investments if we are unable to expand, extend or refinance our EverBank Credit Facility or the Deutsche Bank Credit Facility (combined, the “Credit Facilities”).”

As requested, the Company has deleted the word “generally” from the first sentence of the fifth paragraph under the above-captioned risk factor.

4.

 We note your disclosure that the Advisers are working with the two portfolio companies on non-accrual status to maximize recovery of the amounts borrowed.  Does this create any potential material adverse repercussions to the Company?  If so, please disclose such repercussions.

The Company respectfully submits that the Advisers working with the two portfolio companies on non-accrual status does not create any material adverse repercussions to the Company.

5.

 Did the Company have a 200% asset coverage as of December 31, 2016 taking into account its unfunded commitments?  Please confirm that the Company has a reasonable belief that its assets as of December 31, 2016 provided adequate coverage to allow it to satisfy all of its unfunded commitments and explain the basis for such belief.

The Company respectfully submits that it had a 200% asset coverage ratio as of December 31, 2016 taking into account its unfunded commitments.  The Company represents that it reasonably believes that its assets as of December 31, 2016 provided adequate coverage to allow the Company to satisfy all of its unfunded commitments, which totaled $42.7 million as of such date.  The bases for the Company’s belief are primarily that (i) the Company maintained cash and cash equivalents of $23.7 million as of December 31, 2016 and (ii) the Credit Facilities permitted additional borrowings of $97.0 million as of December 31, 2016.

 United States Securities and Exchange Commission

April 27, 2017

Page 3

Accounting Comments

6.

 Please include an updated consent of the Company’s independent registered public accounting firm if the Registration Statement is not declared effective by April 16, 2017.

As requested, the Company has included in Amendment No. 4 an updated consent of its independent registered public accounting firm.

7.

 In the portfolio update on page 3 of the Registration Statement, please disclose the Company’s total return in the third paragraph.

As requested, the Company has included in Amendment No. 4 the Company’s total return for the year ended December 31, 2016.

8.

 In the fees and expenses table, please move the line item “Offering expenses” to appear below the heading “Annual expenses (as a percentage of net assets attributable to common stock)”.  For purposes of the expense example, the offering expenses should only be reflected in the first year.

As requested, the Company has revised the fees and expenses table to move the line item “Offering expenses” to appear below the heading “Annual expenses (as a percentage of net assets attributable to common stock)”.  The offering expenses are included only in the first year for purposes of the expense example.

9.

 The total annual expenses in the fees and expenses table appear lower than the expenses shown in the financial highlights footnote to the audited financial statements as of December 31, 2016.  Please explain the basis for the discrepancy.

The Company respectfully submits that the total annual expenses in the financial highlights footnote, which represents actual expenses for the year ended December 31, 2016, are higher than those presented in the fees and expenses table, which represents a projection of future expenses, primarily because the leverage assumption set forth in the table of 50% of net assets is less than actual leverage for the year ended December 31, 2016, which was approximately 74% of net assets. A brief explanation regarding this difference has been added to footnote 10 to the fees and expenses table.

10.

 Please supplementally provide the Company’s computations for the fee example.

As requested, the Company has supplementally provided to the Staff the computations for the fee example.

 United States Securities and Exchange Commission

April 27, 2017

Page 4

11.

 Please delete “, and excluding amortization of offering costs” from footnote 8 to the fees and expenses table.

As requested, the Company has deleted “, and excluding amortization of offering costs” from footnote 8 to the fees and expenses table.

12.

 In future financial statements, please separately state each of interest income, fee income and dividend income in the Consolidated Statements of Operations.  See Rule 6-07.1 of Regulation S-X.

The Company notes that the breakdown of each of interest income, fee income and dividend income appears in note 2 to the audited financial statements.  As requested, in future financial statements, the Company will separately disclose each of interest income, fee income and dividend income in the Consolidated Statements of Operations.

13.

 In future financial statements, please disclose the names of the Company’s consolidated subsidiaries in footnote 2 to the financial statements.

As requested, in future financial statements, the Company will disclose the names of the Company’s consolidated subsidiaries in footnote 2 to the financial statements.

14.

 In future financial statements, please state in footnote 3 to the second financial highlights table that total return does not include sales load.  See Instruction 13.b to Item 4.1 to Form N-2.

The Company respectfully submits that business development companies are not subject to the requirements of Item 4.1 of Form N-2.  However, as requested, in future financial statements, the Company will state in footnote 3 to the second financial highlights table that total return does not include sales load.

15.

 Please delete footnote 2 from the second financial highlights table.  Amortization of offering expenses should not be excluded.

In future financial statements, the Company will delete footnote 2 from the second financial highlights table and include amortization of offering expenses for purposes of the relevant calculation.  The Company respectfully submits that revision to its audited financial statements is not required as the Company believes this change is not material.  The Company supplementally notes that calculating the ratio of total expenses to average net assets including amortization of offering costs would only increase the ratio for 2016 from 6.89% to 7.06% and there would be no impact on prior years.  Because (i) the difference is considered immaterial, (ii) the method of calculating the ratio was clearly disclosed, and (iii) the ratio can otherwise be computed by investors, the Company believes

 United States Securities and Exchange Commission

April 27, 2017

Page 5

that a revision of the audited financial statements for the fiscal year ended December 31, 2016 is not required.

16.

 In future financial statements, please disclose in note 8 the net unrealized appreciation (depreciation) on a tax basis.  Please see footnote 8 to Rule 12-12 of Regulation S-X.

As requested, the Company will disclose in note 8 to future financial statements, including Quarterly Reports on Form 10-Q, the net unrealized appreciation (depreciation) on a tax basis.

17.

 Please confirm that the $79,000 of unrealized depreciation referenced in note 12 is reflected in the financial statements.

As requested, the Company confirms that the $79,000 of unrealized depreciation referenced in note 12 is reflected in the financial statements.

18.

 Please confirm that the Consolidated Schedule of Investments in and Advances to Affiliates was audited.

As requested, the Company confirms that the Consolidated Schedule of Investments in and Advances to Affiliates was audited.  The report of the Company’s independent registered public accounting firm related to such schedule appears on page F-51 of Amendment No. 4.

19.

 In future financial statements or Management’s Discussion and Analysis of Financial Condition and Results of Operations, please disclose the amount of non-recurring income and its impact on the Company’s earnings or yield.

As requested, in future financial statements of Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company will disclose the amount of non-recurring income and its impact on the Company’s earnings or yield.

20.

 Please confirm that all of the Company’s wholly-owned, and substantially wholly-owned, subsidiaries are consolidated with the Company’s financial statements.

The Company acknowledges the Staff’s comment.  The Company hereby confirms that all of its wholly-owned subsidiaries during the time periods presented have been consolidated on the Company’s financial statements.  Other than its investment in HMS-ORIX SLF LLC, a joint venture with ORIX Funds Corp. for which the accounting treatment was discussed with the Staff, the Company does not currently maintain any subsidiaries more than 50% of whose equity is owned by the Company.

* * * * * * * * *

 United States Securities and Exchange Commission

April 27, 2017

Page 6

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3352 (or by e-mail at william.tuttle@dechert.com).  Thank you for your cooperation and attention to this matter.

Sincerely,

 /s/ William J. Tuttle

William J. Tuttle

cc:

 Sherri W. Schugart, HMS Income Fund, Inc.

Ryan T. Sims, HMS Income Fund, Inc.

David M. Covington, HMS Income Fund, Inc.

Thomas J. Friedmann, Dechert LLP

23366220.5

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Hines Securities, Inc.

2800 Post Oak Boulevard, Suite 4700

Houston, Texas 77056-6118

April 27, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: Ashley Vroman-Lee and Kenneth Ellington

Re:

 HMS Income Fund, Inc.

 Post-Effective Amendment No. 4 to the Registration Statement on Form N-2

 File Number: 333-204659

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby join in the request of HMS Income Fund, Inc. (the “Registrant”) for the acceleration of the effective date of Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File No. 333-204659) (the “Registration Statement”) so that the Registration Statement may be declared effective on Monday, May 1, 2017.

We request that we be notified of such effectiveness by a telephone call to William J. Tuttle of Dechert LLP at (202) 261-3352, and that such effectiveness also be confirmed in writing. Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Frank Apollo

Frank Apollo

Chief Operating Officer

cc:    Sherri W. Schugart, HMS Income Fund, Inc.

Ryan Sims, HMS Income Fund, Inc.

David M. Covington, HMS Income Fund, Inc.

Thomas J. Friedmann, Dechert LLP

William J. Tuttle, Dechert LLP

William J. Bielefeld, Dechert LLP

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		Document

        2800 Post Oak Boulevard, Suite 5000

         Houston, Texas 77056-6118

April 27, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: Ashley Vroman-Lee and Kenneth Ellington

Re:

 HMS Income Fund, Inc.

 Post-Effective Amendment No. 4 to the Registration Statement on Form N-2

 File Number: 333-204659

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, HMS Income Fund, Inc. (the “Registrant”) respectfully requests acceleration of the effective date of Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File No. 333-204659) (the “Registration Statement”) so that the Registration Statement may be declared effective on Monday, May 1, 2017.

We request that we be notified of such effectiveness by a telephone call to William J. Tuttle of Dechert LLP at (202) 261-3352, and that such effectiveness also be confirmed in writing. Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Ryan T. Sims

Ryan T. Sims

Chief Financial Officer and Secretary

cc:    Sherri W. Schugart, HMS Income Fund, Inc.

David M. Covington, HMS Income Fund, Inc.

Thomas J. Friedmann, Dechert LLP

William J. Tuttle, Dechert LLP

William J. Bielefeld, Dechert LLP

CORRESP
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 One International Place, 40th Floor

100 Oliver Street

Boston, MA  02110-2605

+1  617  728  7100  Main

+1  617  426  6567  Fax

www.dechert.com

THOMAS FRIEDMANN

thomas.friedmann@dechert.com

+1  617  728 7120  Direct

+1  275  275 8389  Fax

March 17, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Re:

 HMS Income Fund, Inc.

 Post-Effective Amendment No. 3 to the Registration Statement on Form N-2

 File Number: 333-204659

Ladies and Gentlemen:

On behalf of HMS Income Fund, Inc. (the “Registrant”), electronically transmitted for filing is Post-Effective Amendment No. 3 to the Registrant’s registration statement on Form N-2 (File No. 333-204659) (the “Registration Statement”).  This filing is being made for the purpose of (i) including the audited financial statements for the year ended December 31, 2016 and (ii) making other non-material changes to the Registration Statement including the prospectus therein.

If you have any questions, please feel free to contact the undersigned by telephone at 617.728.7120 (or by email at thomas.friedmann@dechert.com).  Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

cc:    Sherri W. Schugart, HMS Income Fund, Inc.

Ryan T. Sims, HMS Income Fund, Inc.

David M. Covington, HMS Income Fund, Inc.

William J. Tuttle, Dechert LLP

William J. Bielefeld, Dechert LLP

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hms497followoneffectivep

Filed pursuant to Rule 497As filed with the Securities and Exchange Commission on August 12, 2016
Registration1933 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. 1
__________________________
 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).
 Marked Version of Post-Effective Amendment No. 1 to Registration Statement on Form N-2, filed August 12, 2016, showing changes from Prospectus filed on Form 497, dated January 5, 2016

_______________________________________

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, 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
$9.558.90 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 in significant part from sources that may not
be available in the future and that are unrelated to the Company’s performance, such as fromfrom sources other than net
realized income from operations, which may include stock offering proceeds, borrowings, and amounts from the
Company’s affiliates that are subject to repayment by investorsfee 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.
•  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
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 of the Offering 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 3031 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) $ 9.558.90  $ 1,500,000,000
 Selling Commissions (2) 0.670.62  105,000,000
 Dealer Manager Fee (2) 0.280.27  45,000,000
 Net Proceeds (Before Expenses) (3) $ 8.608.01  $ 1,350,000,000
 (1) Assumes all shares are sold at the public offering price of $9.558.90 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 theOur 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 $9.558.90 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 January 5,_______, 2016
Hines Securities, Inc.

i

HMS INCOME FUND, INC.
TABLE OF CONTENTS

ABOUT THE PROSPECTUS ii
 SUITABILITY STANDARDS ii
 PROSPECTUS SUMMARY 1
 FEES AND EXPENSES 1715
 COMPENSATION OF OUR DEALER MANAGER AND THE INVESTMENT ADVISER 2018
 QUESTIONS AND ANSWERS ABOUT THIS OFFERING 2321
 SELECTED FINANCIAL DATA 2725
 RISK FACTORS 3028
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 4546
 ESTIMATED USE OF PROCEEDS 4647
 DISTRIBUTIONS 4748
 SENIOR SECURITIES 4950
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 5253
 WHAT YOU SHOULD EXPECT WHEN INVESTING IN A BDC 7672
 INVESTMENT OBJECTIVE AND STRATEGIES 7773
 DETERMINATION OF NET ASSET VALUE 8681
 PORTFOLIO COMPANIES 8782
 MANAGEMENT 9389
 PORTFOLIO MANAGEMENT 9996
 INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT 10273
 ADMINISTRATIVE SERVICES 112107
 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 112108
 CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS 118111
 DISTRIBUTION REINVESTMENT PLAN 119113
 DESCRIPTION OF OUR SECURITIES 121114
 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 129122
 REGULATION 136129
 PLAN OF DISTRIBUTION 139132
 LIQUIDITY STRATEGY 143137
 SHARE REPURCHASE PROGRAM 144137
 CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR, AND ESCROW AGENT 145138
 BROKERAGE ALLOCATION AND OTHER PRACTICES 145139
 LEGAL MATTERS 145139
 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 145139
 AVAILABLE INFORMATION 145139
 PRIVACY NOTICE 146140
 INDEX TO FINANCIAL STATEMENTS F-1
 APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT A-1

ii

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 c

CORRESP
1
filename1.htm

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.

i
 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
 ii
 ii
 1
 16
 18
 21
 22
 26
 31
 49
 50
 51
 55
 57
 79
 80
 88
 90
 100
 106
 109
 118
 118
 121
 123
 124
 133
 140
 143
 148
 148
 149
 149
 150
 150
 150
 151
 F-1
 A-1

ii
 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

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filename1.htm

		Document

Hines Securities, Inc.

2800 Post Oak Boulevard, Suite 4700

Houston, Texas 77056-6118

October 5, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: Ashley Vroman-Lee

Re:

 HMS Income Fund, Inc.

Post-Effective Amendment No. 2 to Registration Statement on Form N-2

File Numbers 333-204659 and 814-00939

Dear Commissioners:

In accordance with Rule 461 of the Securities Act of 1933, as amended, we hereby join in the request of HMS Income Fund, Inc. (the “Registrant”) for the acceleration of the effective date of Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (Registration Nos. 333-204659 and 814-00939) to 4:30 p.m. Eastern Time on October 5, 2016, or as soon thereafter as is practicable.

Should you have any questions concerning this request, please contact Thomas J. Friedmann of Dechert LLP, outside counsel to the Registrant, at (617) 728-7120.

Sincerely,

HINES SECURITIES, INC.

By: /s/ Frank Apollo

Name: Frank Apollo

Title: Chief Operating Officer

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        2800 Post Oak Boulevard, Suite 5000

         Houston, Texas 77056-6118

October 5, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: Ashley Vroman-Lee

Re:

 HMS Income Fund, Inc.

Post-Effective Amendment No. 2 to Registration Statement on Form N-2

File Numbers 333-204659 and 814-00939

Dear Commissioners:

On behalf of HMS Income Fund, Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (Registration Nos. 333-204659 and 814-00939) to 4:30 p.m. Eastern Time on October 5, 2016, or as soon thereafter as is practicable.

The disclosure in the referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning this request, please contact Thomas J. Friedmann of Dechert LLP, outside counsel to the Registrant, at (617) 728-7120.

Sincerely,

HMS INCOME FUND, INC.

By: /s/ Ryan T. Sims

Name: Ryan T. Sims

Title: Chief Financial Officer and Secretary

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 One International Place, 40th Floor

100 Oliver Street

Boston, MA 02110-2605

+1 617 728 7100  Main

+1 617 426 6567  Fax

www.dechert.com

 THOMAS J. FRIEDMANN

thomas.friedmann@dechert.com

+1 617 728 7120  Direct

+1 617 275 8389  Fax

October 5, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn:  Kenneth Ellington/Ashley Vroman-Lee

Re:    HMS Income Fund, Inc.

Post-Effective Amendment No. 1 to Registration Statement on Form N-2

File Numbers 333-204659 and 814-00939

Ladies and Gentlemen:

On behalf of HMS Income Fund, Inc., a Maryland corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a phone call between (i) Mr. Kenneth Ellington of the Staff and Shashi Khiani of Dechert LLP, outside counsel to the Company, on September 14, 2016 and (ii) Ms. Ashley Vroman-Lee of the Staff and Thomas J. Friedmann and Owen T. Williams of Dechert LLP on September 27, 2016.  The Company has filed with the Commission Post-Effective Amendment No. 2 to its Registration Statement (“Amendment No. 2”) in response to the Staff’s comments. For your convenience, a transcription of the Staff’s comments is included in this letter (in italics), and each comment is followed by the applicable response.  Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Registration Statement on Form N-2 (Registration Nos. 333-204659 and 814-00939) (as amended, the “Registration Statement”).

Legal Comments

Please file with the Commission via EDGAR concurrently with the filing of Amendment No. 2 a marked version of Amendment No. 2 indicating the changes in such filing from the prior version of the Registration Statement that was filed with the Commission on August 12, 2016 (“Amendment No. 1”) and represent to the Commission that each subsequent amendment to a registration statement filed with the Commission by the Company will be accompanied by a version of such document marked to indicate all changes from the prior version of such Registration Statement.

 United States Securities and Exchange Commission

October 5, 2016

Page 2

The Company acknowledges the Staff’s comment and has submitted via EDGAR a marked version of Amendment No. 2 showing the changes from Amendment No. 1.  The Company further undertakes to file via EDGAR a correctly marked version of each amendment to the Registration Statement that it files in the future.

2.

 Please refile a correctly marked version of Amendment No. 1 via EDGAR indicating all changes from the Registration Statement in the form it was declared effective by the Staff on January 5, 2016 and supplementally explain why the Company did not submit a correctly marked version of Amendment No. 1 on August 12, 2016.

The Company acknowledges the Staff’s comment.  The Company respectfully submits that it experienced unanticipated and unknown technical difficulties (that are believed to have resulted from software and formatting issues with its EDGAR filing package) when it attempted to submit a marked version of Amendment No. 1 to the Registration Statement on August 12, 2016.  When the Staff alerted the Company to this apparent filing omission, the Company filed via EDGAR on September 7, 2016 a courtesy marked version of Amendment No. 1 showing all changes included in Amendment No. 1.  As requested, the Company has submitted via EDGAR concurrently with the filing of Amendment No. 2 a corrected marked version of Amendment No. 1 and undertakes to exercise more care in the future to prevent a recurrence of this error.

3.

 Please revise the third bullet-point on the Cover Page to disclose that, in the future, the Company may not have access to the sources of payments of distributions described in such bullet point and state that future distributions may include a return of capital.

As requested, the Company has revised the Registration Statement to disclose in the third bullet-point on the Cover Page that, in the future, it may not have access to some of the sources of funds described in such bullet-point to pay distributions and that future distributions may include a return of capital.

4.

 Please disclose supplementally whether the Company invests in any entities described under Section 3(c) of the Investment Company Act of 1940, as amended (the “1940 Act”).  If so, please consider revising the section entitled “Prospectus Summary” to disclose the aggregate percentage of the Company’s investment portfolio attributable to such entities.

The Company acknowledges the Staff’s comment and hereby confirms that its portfolio companies Brightwood Capital Fund III, LP, EIG Traverse Co-Investment, LP and Freeport First Lien Loan Fund III, LP are entities exempt from registration under the 1940 Act under Section 3(c) thereof.  The Company advises the Staff supplementally such entities comprised 1.8% in the aggregate of the fair value of its investment portfolio as of June 30, 2016.  In addition, the Company has revised the table under the caption “Portfolio Companies” in the Registration Statement to indicate which of its portfolio companies are entities described under Section 3(c) of the 1940 Act.

 United States Securities and Exchange Commission

October 5, 2016

Page 3

5.

 Reference is made to the “Private Loan portfolio investments” described in the section entitled “Prospectus Summary.”  Please disclose supplementally whether any of the Company’s “Private Loan portfolio investments” are joint ventures.

The Company hereby confirms that its investments described in the Registration Statement as “Private Loan portfolio investments” are not joint ventures.  Rather, Private Loan portfolio investments or Private Loan investments are loans made either directly by the Company or through a syndicate of lenders of which the Company is one member in so-called “club deals.” In a club deal, the Company enters into direct privity of contract with the borrower although the syndicate of lenders may designate one lender to handle administrative tasks on behalf of the syndicate.

6.

 Please disclose supplementally if any of the Company’s “Other Portfolio investments” are investments in an entity described under Section 3(c) of the 1940 Act.  If so, please revise the Fees and Expenses Table to disclose any associated acquired fund fees and expenses.  Please also confirm supplementally whether the Company’s “Other Portfolio investments” are non-qualifying assets under Section 55(a) of the 1940 Act and represent 30% or less of the Company’s investment portfolio.

As noted in response to Comment 4 above, the Company hereby confirms that as of June 30, 2016 it held three investments characterized as “Other Portfolio investments” in the Registration Statement in Brightwood Capital Fund III, LP, EIG Traverse Co-Investment, LP and Freeport First Lien Loan Fund III, LP, which are entities exempt from registration as investment companies under Section 3(c) of the 1940 Act.  The Company hereby undertakes to revise the Fees and Expenses Table in the Registration Statement to disclose the acquired fund fees and expenses associated with these investments and the acquired fund fees and expenses of any other similar entities in which the Company may invest in the future.  The Company also hereby confirms that each of these investments is a non-qualifying asset under Section 55(a) of the 1940 Act and that such investments, together with all other non-qualifying assets in which the Company has invested, represented 30% or less of the Company’s investment portfolio as of the end of each fiscal quarter covered by the financial statements in the Registration Statement.

7.

 Please describe supplementally the nature of a “Private Loan equity investment,” as such term is used in the Registration Statement.

The Company hereby represents that its “Private Loan equity investments” are direct equity investments in operating companies.  In each case, the Company acquired its Private Loan equity investments in its portfolio companies in connection with a debt financing provided to such portfolio companies.

8.

 Please describe supplementally the nature of the Company’s subsidiaries, HMS Funding I LLC and HMS Equity Holding, LLC.

 United States Securities and Exchange Commission

October 5, 2016

Page 4

HMS Funding I LLC and HMS Equity Holding, LLC are each fully consolidated, wholly owned subsidiaries of the Company.  HMS Funding I LLC was created to segregate and hold each of the debt instruments pledged by the Company to its lenders as collateral under the senior secured revolving credit agreement with Deutsche Bank AG, New York Branch.  HMS Equity Holding, LLC, which has elected to be treated as a corporation for federal income tax purposes, primarily holds equity investments in the Company’s portfolio companies that are “pass through” entities for federal income tax purposes.  While this arrangement increases the amount of income tax paid by the Company and its subsidiaries on a consolidated business, it minimizes the amount of “bad” operating income earned by the Company, permitting the Company to meet the “source of income” requirements applicable to regulated investment companies, or RICs, under Subchapter M of the Internal Revenue Code of 1986, as amended.

9.

 Please confirm that the section entitled “Estimated Use of Proceeds” complies with the requirements of Item 7 of Form N-2, and revise the disclosure, if necessary.

The Company acknowledges the Staff’s comment.  The Company has revised the Registration Statement to disclose, in the section entitled “Estimated Use of Proceeds,” how long the Company expects to take to fully invest the net proceeds from the Company’s continuous offering, and the reasons for and consequences of any delay in investing the net proceeds, as required by Item 7 of Form N-2.

10.

 Please revise the conflicts of interest disclosed in the section entitled “Prospectus Summary – Conflicts of Interest” to include actual or potential conflicts of interest related to (a) the determination of the fair value of the Company’s investments and (b) the incentive for the Company’s investment adviser and sub-adviser to make riskier or more speculative investments in order to earn higher base management fees and/or incentive fees under their respective investment advisory agreements.

As requested, the Company has revised the Registration Statement to include, in the section entitled “Prospectus Summary – Conflicts of Interest,” conflicts of interest related to the determination of the fair value of the Company’s investments and the incentive for the Company’s investment adviser and sub-adviser to make riskier or more speculative investments in order to earn higher base management fees and/or incentive fees under their respective investment advisory agreements.

 United States Securities and Exchange Commission

October 5, 2016

Page 5

11.

 Please revise the critical accounting policies disclosed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to describe the Company’s accounting policy related to the presentation of financial statements of non-consolidated portfolio companies with respect to which the Company holds a controlling interest.

The Company acknowledges the Staff’s comment.  As requested, the Company has modified its critical accounting policy entitled “Basis of Presentation” to describe its accounting policy related to the presentation of financial statements of non-consolidated portfolio companies with respect to which the Company holds a controlling interest.

12.

 Reference is made to the “Private Loan portfolio investments” described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Please disclose supplementally whether a “Private Loan portfolio investment” is a pooled investment vehicle or a joint venture.  If so, please revise the Fees and Expenses Table to disclose any associated acquired fund fees and expenses.

The Company acknowledges the Staff’s comment and hereby refers the Staff to its response to Comment 5 above.  The Company further confirms that its “Private Loan portfolio investments” are not pooled investment vehicles or joint ventures.

13.

 Please represent supplementally whether the Company has paid any distributions consisting of a return of capital over the last three fiscal years.

The Company acknowledges the Staff’s comment and hereby represents that the Company has not paid any distributions consisting of a return of capital over its last three fiscal years.

14.

 With regard to the unfunded commitments on page 70 of the Registration Statement, please (a) confirm that the Company reasonably believes that its assets will adequately cover and allow the Company to satisfy its unfunded commitments and (b) include an explanation as to why the Company reasonably believes it can satisfy its unfunded commitments as of the date hereof.

As requested, the Company hereby confirms that it reasonably believes and represents that it has sufficient assets to adequately cover and allow the Company to satisfy its unfunded commitments as of the date hereof.  As of December 31, 2015, the Company’s total unfunded commitments were approximately $34.1 million, of which approximately $17.2 million were unfunded loan commitments and approximately $16.9 million were unfunded capital commitments. As of December 31, 2015, the Company had approximately $24.0 million of unencumbered cash on hand and approximately $105.0 million in available borrowings, subject to certain limitations.

 United States Securities and Exchange Commission

October 5, 2016

Page 6

15.

 In the section entitled “Management,” please disclose the number of meetings that the Pricing Committee of the Company’s Board of Directors held over the last year.

As requested, the Company has revised the Registration Statement to disclose the number of meetings that the Pricing Committee of the Company’s Board of Directors held in fiscal 2016 from January 1, 2016 through June 30, 2016.

16.

 Reference is made to subsection entitled “Death and Disability” in the section entitled “Description of our Securities.” Please explain supplementally how the repurchase provisions described in this subsection are permissible under Section 23 of the 1940 Act and Rule 22c-2 promulgated thereunder.  Please also refer to the following No-Action Letters: Dimensional Fund Advisors Inc., SEC No-Action Letter (pub. avail. Nov. 21, 1988), and J. & W. Seligman & Co., SEC No-Action Letter (pub. avail. Nov. 13, 1989).

The Company acknowledges the Staff’s comment.  Upon a review of the referenced statutory and regulatory provisions and the additional guidance to which the Staff has referred the Company, the Company hereby undertakes to eliminate the option of stockholders in the Company to tender shares of common stock in the Company for redemption upon the occurrence of such stockholder’s death or disability.  The Company intends to implement its elimination of such provision and to communicate such change to its stockholders no later than November 1, 2016.

Accounting Comments

17.

 Please update the Registration Statement to include the financial condition and results of the Company as of and for the three months ending, June 30, 2016.

As requested, the Company has included its financial condition and results of operations as of and for the three and six month periods ended June 30, 2015 and 2016 in Amendment No. 2.

18.

 We note the Consolidated Schedule of Investments indicates the Company owns “control investments.”  Please confirm the Company has performed the analysis required by Rules 3-09 and 4-08(g) of Regulation S-X.

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 One International Place, 40th Floor

100 Oliver Street

Boston, MA 02110-2605

+1  617  728  7100  Main

+1  617  426  6567  Fax

www.dechert.com

Date:    October 3, 2016

To:

 Office of Chief Accountant, Division of Investment Management, Securities and Exchange Commission

From:   Thomas Friedmann, Dechert LLP

RE:

 Request for “No Objection” Position Regarding Omitted Disclosure of Significant Subsidiary under Rule 4-08(g) of Regulation S-X

In connection with its review of the Amendment No. 1 to its registration statement on Form N-2 (the “Registration Statement”) (File Nos. 333-204659 and 814-00939) of HMS Income Fund, Inc. (the “Company”), a closed end fund that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), the staff (“Staff”) of the Division of Investment Management (“IM”) of the Securities and Exchange Commission (the “SEC”) provided the following comment:

“We note the Consolidated Schedule of Investments indicates the Company owns “control investments.”  Please confirm the Company has performed the analysis required by Rules 3-09 and 4-08(g) of Regulation S-X.  Please also provide the Staff with the income test calculations relating to such analysis.  See IM Guidance Update 2013-07.”

In responding to this comment, the Company has confirmed to the Staff that it performed the analysis required by Rules 3-09 and 4-08(g) of Regulation S-X (“Regulation S-X”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must determine which of its unconsolidated controlled portfolio companies, if any, are considered “significant subsidiaries.” In confirming their analysis, the Company determined that GRT Rubber Technologies, LLC (“GRT Rubber”) was a significant subsidiary of the Company for the year ended December 31, 2015 and the three months ended March 31, 2016 under one of the significance conditions set forth in Rule 4-08(g) of Regulation S-X.  Except as noted in the preceding sentence, the Company had no “significant subsidiaries” under Rules 3-09 and 4-08(g) of Regulation S-X for the year ended December 31, 2014, each of the fiscal quarters of 2015, the year ended December 31, 2015, each of the fiscal quarters through the period ended June 30, 2016 and, based on preliminary results, the quarter ended September 30, 2016, including its investment in GRT Rubber.

22722759.3.BUSINESS

 October 3, 2016

Page 2

Based upon this analysis, the Company acknowledges that it omitted certain disclosures required to be included in the notes to its financial statements pursuant to Rule 4-08(g) of Regulation S-X with respect to its control investment in GRT Rubber.  Specifically and as described in greater detail below, the Company hereby confirms that, under the income test described in Rule 1-02(w)(3) of Regulation S-X, its investment in GRT Rubber was significant under Rule 4-08(g) of Regulation S-X for the year ended December 31, 2015 and the three months ended March 31, 2016.  The Company did not include summarized financial information with respect to GRT Rubber in its annual report on Form 10-K for the year ended December 31, 2015 or in its quarterly report on Form 10-Q for the three months ended March 31, 2016.

Background:

The Company acquired its investment in GRT Rubber on December 17, 2014.  GRT Rubber is a manufacturer of an extensive line of conveyor belt products from polyester and nylon fabrics and a full line of sheet rubber products for sealing, protecting and cushioning.  The cost basis and the fair value of the Company’s investment in GRT Rubber as of June 30, 2016 was approximately $6.6 million and $8.8 million, respectively, or approximately 1.0% of the fair value of the Company’s total portfolio as of June 30, 2016.  The Company may be deemed to control GRT Rubber as such term is defined under the 1940 Act, due to the fact that it has owned since it its initial investment, and continues to own, approximately 29% of the voting interest in GRT Rubber.

The Company respectfully submits that the significance of GRT Rubber under Rule 4-08(g) of Regulation S-X was anomalous and temporary and that the omission of certain financial information regarding GRT Rubber in the reports cited above was not material to investors.  The significance of the GRT Rubber investment stemmed from an unusual factor.  The Company experienced significant unrealized losses in the fair value of its middle market loan portfolio in the three months ended December 31, 2015 and continuing in the three months ended March 31, 2016 due to a sharp, generalized reduction in U.S. credit markets of the fair values of middle market loans.  As a relevant data point, S&P/LSTA (Loan Syndications and Trading Association) Leveraged Loan Index (the “S&P/LTSA Index”), which covers more than 1,100 loan facilities and reflects the market-value-weighted performance of U.S. dollar-denominated institutional leveraged loans, experienced negative returns from June 2015 through February 2016, representing the longest losing streak since the S&P/LTSA Index started in January 2002.  Since February 2016, the S&P/LTSA Index experienced six consecutive months of positive returns. Likewise, the Company experienced unrealized losses in its middle market loan portfolio totaling approximately $29.4 million and $16.9 million for the quarters ended December 31, 2015 and March 31, 2016, million, respectively, and

22722759.3.BUSINESS

 October 3, 2016

Page 3

unrealized gains totaling approximately $15.7 million for the quarter ended March 31, 2016.  Based on preliminary results, the Company expects an unrealized gain in its middle market loan portfolio totaling approximately $11 million for the quarter ended September 30, 2016.

Discussion:

As a registrant under Section 12 of the Exchange Act, a BDC is required to file annual reports on Form 10-K (“Form 10-K”) and quarterly reports on Form 10-Q (“Form 10-Q”).  Financial statements included in such reports are required to comply with, among other regulations, the requirements of Regulation S-X.   In September 2013, IM issued its Guidance Update No. 2013-07, Business Development Companies – Separate Financial Statements or Summarized Financial Information of Certain Subsidiaries.  This update emphasized that BDCs must comply with Rules 3-09 and 4-08(g) of Regulation S-X, which contain specific reporting requirements for certain controlled, unconsolidated subsidiaries meeting the significance tests set forth in Rule 1-02(w) of Regulation S-X.

Rule 3-09 of Regulation S-X states that separate annual financial statements of a significant subsidiary must be filed along with the BDC’s annual financial statements. For a BDC, the significance tests under Rule 1-02(w) of Regulation S-X are tested for any majority-owned portfolio companies that are not consolidated.  As of December 31, 2014 and 2015, and June 30, 2016, the Company did not have any majority-owned portfolio companies.  Therefore, Rule 3-09 did not apply with respect to these periods, and separate annual financial statements were not required for any of the Company’s portfolio companies.

Rule 4-08(g) of Regulation S-X requires a registrant to present in its annual and interim financial statements certain summarized financial information of any significant subsidiary investee.  For a BDC, Rule 4-08(g) of Regulation S-X applies to any portfolio company that such BDC is deemed to control, as such term is defined in the 1940 Act, when any of the following significance tests are met:

•

 The investment test. The BDC’s investment is greater than or equal to 10% of the BDC’s total assets.

•

 The asset test. The BDC’s proportionate share of the subsidiary’s assets is greater than 10% of the BDC’s total assets.

•

 The income test. The change in fair value of the investment reflected in the BDC’s statement of operations is greater than or equal to 10% of the BDC’s income from operations.

22722759.3.BUSINESS

 October 3, 2016

Page 4

If any of these conditions apply with respect to any subsidiary, the BDC is required to report summarized financial information for such subsidiary in the notes to its financial statements filed in its Forms 10-K and Forms 10-Q.  Such summarized financial information must be presented for the same periods as the BDC’s reporting periods.

Results of Significance Tests under Rule 4-08(g):

As of December 31, 2014 and 2015 and June 30, 2016, the Company held an equity investment in GRT Rubber that may be deemed a control investment under the 1940 Act as the Company represented approximately 29% of the voting interest in GRT Rubber throughout these periods.  The Company performed the analysis required by Rule 4-08(g) of Regulation S-X and has determined that it omitted the required disclosures in the notes to its financial statements related to its investment in GRT Rubber.  Specifically, under the “income test” described in Rule 1-02(w)(3) of Regulation S-X, the Company’s investment in GRT Rubber was significant under Rule 4-08(g) of Regulation S-X for the year ended December 31, 2015 and the three months ended March 31, 2016, due to anomalous unrealized losses in the Company’s middle market loan portfolio as of the end of those fiscal periods.  The Company notes that GRT Rubber was not significant under the income test required under Rule 4-08(g) of Regulation S-X as of the end of the last  fiscal quarter of 2014 (the quarter during which the Company made its investment in GRT Rubber), the year ended December 31, 2014, the first three quarters of 2015, the three months ended June 30, 2016, and, based on preliminary results, the three months ended September 31, 2016 (i.e. six out of eight fiscal quarters).  The Company’s investment in GRT Rubber was likewise not deemed significant under the investment test or the asset test set forth under Rule 4-08(g) of Regulation S-X for any fiscal period.  Please see Exhibit A to this memorandum for more detained information regarding the Company’s investment in GRT Rubber under the tests set forth under Rule 4-08(g) of Regulation S-X.

22722759.3.BUSINESS

 October 3, 2016

Page 5

Below are the results of the Company’s significance tests required by Rule 4-08(g) of Regulation S-X with respect to its investment in GRT Rubber:

(in thousands, except percentages)

 3-months ended 12/31/2015

 3-months ended 3/31/2016

 3-months ended 6/30/2016

Investment Test – HMS Income Fund's investment in GRT Rubber as a % of the Company’s total assets

 1.5%

 1.4%

 1.3%

Asset Test – Company's proportionate share of GRT Rubber’s total assets as a % of the Company’s total assets

 0.9%

 1.0%

 0.9%

Income Test - Company's income from continuing operations related to GRT Rubber as a % of Company’s total income from continuing operations

 -6.1%

 -45.2%

 0.0%

Due to the determination that the investment was significant under Rule 4-08(g) of Regulation S-X for the year ended December 31, 2015 and the three months ended March 31, 2016, the Company has analyzed whether the omitted disclosure was material to the Company and to users of the Company’s financial statements.

Qualitative Analysis of Omitted Disclosure:

Based upon its assessment of several qualitative factors, the Company’s management has concluded that the omission of the disclosures required under Rule 4-08(g) of Regulation S-X was and is not material to the Company or to users of the Company’s financial statements, nor could such omission be reasonably expected to influence an investor’s decision whether to invest in the Company’s common stock or to redeem out of an investment in the Company’s common stock.  These qualitative factors include:

•

 Investment Size. The Company’s equity investment in GRT Rubber has consistently been valued at approximately 1% of the fair value of the Company’s assets since its acquisition.   The Company’s fair value of the its equity investment in GRT Rubber totaled approximately $7.7 million and $8.9 million compared to an overall portfolio fair value of the Company totaling approximately $853.0 million and $857.8 million as of December 31, 2015, and March 31, 2016, respectively.  Therefore, the Company does not, and believes that investors do not, consider the Company’s investment in GRT Rubber to be significant to the Company’s investment portfolio.

22722759.3.BUSINESS

 October 3, 2016

Page 6

•

 Impact on Net Investment Income. During the three months ended December 31, 2015 and March 31, 2016, many BDCs experienced substantial, albeit temporary, declines in the fair value of many of their credit investments due to a generalized sell-off in leveraged loans as well as the impact of depressed oil prices on credit investments in the oil and gas industry. As a result of these market conditions, the Company recorded unrealized losses of approximately $38.0 million, specifically, unrealized losses related to its middle market loans of approximately $38.9 million, which was a primary driver in an approximate $7.0 million net loss for the Company’s fiscal year 2015. For the quarter ended March 31, 2016, the Company recorded unrealized losses of approximately $14.3 million, specifically, unrealized losses related to its middle market loan portfolio of approximately $16.9 million, which was the primary driver in an approximate $2.7 million net loss for the Company.  The Company believes that investors, including most long-term investors of the sort that hold the Company’s untraded common stock, consider an investment’s impact on net investment income to be a more appropriate measure of significance than net income.  Net investment income is not affected by volatile debt trading markets, which can cause the fair values of the Company’s portfolio investments to fluctuate.  Because GRT Rubber has paid no dividends since the Company’s investment in December 2014, the Company’s investment in GRT Rubber contributed 0% of the Company’s net investment income in each period, a fact not altered by the change in the fair value of such investment.

•

 Distribution coverage. The distribution amount or distribution yield (i.e., distribution amount as a percentage of offering price) is often considered by investors and research analysts to be an important metric in evaluating BDCs generally, the Company and an investment in its common stock.  Distribution amounts paid by the Company and the Company’s distribution coverage are generally determined by reference to its taxable income.  The Company’s control investment in GRT Rubber has not paid a dividend since the Company acquired it.  Therefore, the brief fluctuation in the fair value of the Company’s investment in GRT Rubber relative to the fair value of its overall portfolio did not affect the Company’s ability to cover its distributions from operations.

•

 Usefulness of Financial Information. GRT Rubber’s financial statements are reported on a cost basis in accordance with accounting principles generally accepted in the U.S. (“GAAP”) whereas the Company’s financial statements are reported on a fair value basis in accordance with GAAP.  Given this discrepancy, it is unclear whether investors will find

22722759.3.BUSINESS

 October 3, 2016

Page 7

incremental financial information regarding GRT Rubber to be useful to them in assessing an investment in the Company.  Indeed, the differential between cost and fair value accounting systems is likely to create more confusion than clarity for users of the Company’s financial information.  GRT Rubber’s net income/(loss) for the year ended December 31, 2015, and the three months ended March 31, 2016, totaled approximately $88,000 and ($61,000), respectively.  The key driver causing the Company to exceed the income test threshold under Rule 4-08(g) of Regulation S-X was unrealized gains of

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August 12, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Re:

 HMS Income Fund, Inc.

 Post-Effective Amendment No. 1 to the Registration Statement on Form N-2

 File Number: 333-204659

Ladies and Gentlemen:

On behalf of HMS Income Fund, Inc. (the “Registrant”), electronically transmitted for filing is Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form N-2 (File No. 333-204659) (the “Registration Statement”).  This filing is being made for the purpose of (i) including the audited financial statements for the year ended December 31, 2015 and (ii) making other non-material changes to the Registration Statement including the prospectus therein.

If you have any questions, please feel free to contact the undersigned by telephone at 617.728.7120 (or by email at thomas.friedmann@dechert.com).  Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

cc:    Sherri W. Schugart, HMS Income Fund, Inc.

Ryan T. Sims, HMS Income Fund, Inc.

David M. Covington, HMS Income Fund, Inc.

William J. Tuttle, Dechert LLP

William J. Bielefeld, Dechert LLP

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Hines Securities, Inc.

2800 Post Oak Boulevard, Suite 4700

Houston, Texas 77056-6118

January 4, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn:  Alison White, Senior Counsel

Re:    HMS Income Fund, Inc.

Registration Statement on Form N-2

File Numbers 333-204659 and 814-00939

Dear Ms. White:

In accordance with Rule 461 of the Securities Act of 1933, as amended, we hereby join in the request of HMS Income Fund, Inc. for the acceleration of the effective date of the Registration Statement to 4:30 p.m. Eastern Time on January 5, 2016, or as soon thereafter as is practicable.

Should you have any questions concerning this request, please contact the Registrant's counsel, Thomas J. Friedmann of Dechert LLP at (617) 728-7120.

Sincerely,

HINES SECURITIES, INC.

By: /s/ Frank Apollo

Name: Frank Apollo

Title: Chief Operating Officer

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		CORRESP

One International Place, 40th Floor

100 Oliver St.

Boston, MA  02110-2605

+1  617  728  7100  Main

+1  617  426  6567  Fax

www.dechert.com

THOMAS J. FRIEDMANN

thomas.friedmann@dechert.com

+1 617 728 7120  Direct

+1 617 275 8389  Fax

January 4, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn:  Kenneth Ellington

Re:    HMS Income Fund, Inc.

Registration Statement on Form N-2

File Numbers 333-204659 and 814-00939

Ladies and Gentlemen:

On behalf of HMS Income Fund, Inc., a Maryland corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the "Commission") in a phone call between Mr. Kenneth Ellington of the Staff and William J. Tuttle and Shashi Khiani, each of Dechert LLP, outside counsel to the Company, on December 21, 2015.  For your convenience, a transcription of the Staff’s comments is included in this letter (in italics), and each comment is followed by the applicable response.  Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Registration Statement on Form N-2 (Registration Nos. 333-204659 and 814-00939) (as amended, the “Registration Statement”)

1.

 We note that the table setting forth the waivers and reimbursements of the administrative services expense added in connection with your response to comment #7 in your letter dated December 17, 2015 (the “Prior Response Letter”) does not match the numbers set forth in the paragraph immediately preceding the table.  Please explain to us how the numbers are consistent or, alternatively, revise the disclosure so that the table highlighting the waivers and reimbursements of the administrative services expense ties to the narrative paragraph immediately preceding the table.

United States Securities and

Exchange Commission

January 4, 2016

Page 2

The Company acknowledges the Staff’s comment.  On the date of effectiveness of the Registration Statement, the Company will file a prospectus under Rule 497 under the Securities Act in which the table highlighting the waivers and reimbursements of the administrative services expense will be updated to tie to the narrative paragraph immediately preceding the table.

2.

 We note response #8 in the Prior Response Letter.  Going forward, please disclose the fair market value of each unfunded commitment.

The Company acknowledges the Staff’s comment and hereby undertakes in future filings to disclose the fair market value of each unfunded commitment as of the end of the applicable reporting period.

3.

 We note response #4 in the Prior Response Letter.  ASC 946-20-35-5 requires that offering costs of a continuously offered closed-end fund be amortized over a 12-month period on a straight-line basis.  Please discuss supplementally the Company’s treatment of these costs.

The Company notes the Staff’s comment.  The Company supplementally advises the Staff that it accounts for its offering costs in a manner consistent with the requirements of Staff Accounting Bulletin No. 5 (“SAB 5”). Under SAB 5, offering “costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering” rather than treated as an expense and amortized over a 12-month period on a straight-line basis, as provided under ASC 946-20-35-5.

Based upon a review of the financial statements of other continuously offered, unlisted business development companies, there appears to be a diversity of practice in the industry, and the Company’s approach to accounting for offering costs appears to be the plurality approach and one used by several large business development companies.1   The Company believes that this

____________________________________________________________________________________________

1  Continuously offered, unlisted business development companies, in addition to the Company, that appear to charge offering costs against equity in a manner consistent with SAB 5: Business Development Corporation of America; Freedom Capital Corporation; FS Energy and Power Fund; FS Energy and Power Fund II; FS Investment Corporation II; FS Investment Corporation III; FS Investment Corporation IV; NexPoint Capital, Inc.; and Triton Pacific Investment Corporation, Inc.  Companies that appear to capitalize offering costs and amortize such costs to expense over a 12-month term in a manner consistent with ASC 946-20-35-5: Business Development Corporation of America II; Carey Credit Income Fund - I; Carey Credit Income Fund 2016 T; Corporate Capital Trust, Inc.; Corporate Capital Trust II; Credit Suisse Park View BDC, Inc.; Griffin-Benefit Street Partners BDC Corp.; and MacKenzie Realty Capital, Inc.  Companies appearing to account for offering costs in a different manner include CÎON

United States Securities and

Exchange Commission

January 4, 2016

Page 3

accounting treatment allows the Company to appropriately match capital raised and related offering costs for its relatively static stockholder base (due to the lack of a secondary market for its shares and the fact that the primary source of liquidity for stockholders is the Company’s quarterly tender offers for up to 2.5% of the weighted average number of shares outstanding) as contrasted with the fluid stockholder base of traditional continuously offered investment companies (for which either daily redemptions or secondary market trading are available).  The Company further notes that ASC 946-20-20 defines closed-end funds as “investment companies that issue a fixed number of shares (that generally trade on an open market) to raise capital, similar to the way in which an entity sells stock in an initial public offering.”  The Company respectfully submits that its securities do not trade on an open market and that it is not required to, nor does it intend to, issue a fixed number of shares in the offering.  Therefore, it is not entirely clear that the Company is a closed-end investment fund within the meaning of ASC 946-20.

The Company further notes that its method of accounting for offering costs is consistent with the manner in which such costs are typically disclosed by business development companies in the Fees and Expenses Table included in the Registration Statement as well as the treatment of the sales load in connection with the purchase of shares by investors.  The Company respectfully submits that to use different accounting treatments for other offering-related costs incurred by investors (and to treat such costs differently for purposes of the financial statements than for the Fees and Expenses Table) is potentially confusing to investors and that treatment of its offering costs (which are no more than 1.5% of capital raised) should follow the treatment ascribed to the sales load (which are up to 10% of capital raised).  This treatment is also consistent with that used by continuously offered non-traded real estate investment trusts, including those offered by affiliates of the Company, thereby providing prospective investors the ability to readily compare offering costs across comparable products for which they might be contemplating investments.

* * * * * * * * *

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or changes to disclosure

____________________________________________________________________________________________

Investment Corporation (pre-operations phase offering costs are charged against equity; operations phase offering costs incurred after commencement of operations are charged to expense as incurred); Sierra Income Corporation (offering costs expensed as incurred); Terra Income Fund 6, Inc. (pre-operations phase offering costs are capitalized and amortized to expense over a 12-month term; offering costs incurred after commencement of operations are charged against equity); VII Peaks Co-Optivist Income BDC II, Inc. (offering costs are expensed as they become payable under advisory agreement).

United States Securities and

Exchange Commission

January 4, 2016

Page 4

in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * * * *

If you have any questions, please feel free to contact the undersigned by telephone at 617.728.7120 (or by e-mail at thomas.friedmann@dechert.com) or William Tuttle by telephone at 202.261.3352 (or by e-mail at william.tuttle@dechert.com).  Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

cc:

 Sherri W. Schugart, HMS Income Fund, Inc.

Ryan T. Sims, HMS Income Fund, Inc.

David M. Covington, HMS Income Fund, Inc.

William J. Tuttle, Dechert LLP

Corey F. Rose, Dechert LLP

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2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056-6118

January 4, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn:  Alison White, Senior Counsel

Re:    HMS Income Fund, Inc.

Registration Statement on Form N-2

File Numbers 333-204659 and 814-00939

Dear Ms. White:

On behalf of HMS Income Fund, Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registration Statement to 4:30 p.m. Eastern Time on January 5, 2016, or as soon thereafter as is practicable.

The disclosure in the referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning this request, please contact Thomas J. Friedmann of Dechert LLP at (617) 728-7120.

Sincerely,

HMS INCOME FUND, INC.

By: /s/ Ryan T. Sims

Name: Ryan T. Sims

Title: Chief Financial Officer and Secretary

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		CORRESP

One International Place, 40th Floor

100 Oliver St.

Boston, MA  02110-2605

+1  617  728  7100  Main

+1  617  426  6567  Fax

www.dechert.com

THOMAS J. FRIEDMANN

thomas.friedmann@dechert.com

+1 617 728 7120  Direct

+1 617 275 8389  Fax

December 17, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn:  Kenneth Ellington

Re:    HMS Income Fund, Inc.

Registration Statement on Form N-2

File Numbers 333-204659 and 814-00939

Ladies and Gentlemen:

HMS Income Fund, Inc., a Maryland corporation (the “Company”), has today filed with the U.S. Securities and Exchange Commission (the “Commission”) Amendment No. 3 (“Amendment No. 3”) to its Registration Statement on Form N-2 (Registration Nos. 333-204659 and 814-00939) (as amended, the “Registration Statement”).  On behalf of the Company, we hereby respond to the comments raised by the staff (the “Staff”) of the Commission in a phone call between Mr. Kenneth Ellington of the Staff and Thomas J. Friedmann and Shashi Khiani, each of Dechert LLP, outside counsel to the Company, on December 9, 2015.  For your convenience, a transcription of the Staff’s comments is included in this letter (in italics), and each comment is followed by the applicable response.  Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Registration Statement.

1.

 Please confirm that both subsidiaries of the Company, HMS Funding and HMS Equity Holding LLC, are included as part of the Company’s consolidated financial statements.

As requested, the Company hereby confirms that each of HMS Funding and HMS Equity Holding LLC is included as part of the Company’s consolidated financial statements.

United States Securities and

Exchange Commission

December 17, 2015

Page 2

2.

 The Registration Statement includes disclosure regarding an “annualized distribution yield of 7.00%,” however, if any portion of the distribution includes a return of capital, it is not appropriate to say “distribution yield;” rather it is appropriate to say “distribution” or “distribution rate.” Please revise the Registration Statement to clarify this disclosure, or confirm no portion of the distribution is a return of capital.

The Company notes the Staff’s comment. The Company supplementally advises the Staff no portion of the distribution is or has been a return of capital.  Going forward, the Company agrees to revise the disclosure in the Registration Statement (through an updated prospectus) to use the terms “distribution” and “distribution rate.”

3.

 We note that the Condensed Consolidated Statements of Change in Net Assets does not comport with Rule 6-09 of Regulation S-X. Please confirm that the Company’s future Condensed Consolidated Statements of Change in Net Assets will comport with Rule 6-09 of Regulation S-X.

The Company acknowledges the Staff’s comment.  The Company hereby undertakes to ensure that, in each future filing, the Condensed Consolidated Statements of Change in Net Assets will comport with the requirements of Rule 6-09 of Regulation S-X.

4.

 Please discuss supplementally how organizational and offering expenses are calculated by the Company and please discuss the GAAP rules and/or accounting literature that supports such treatment.  Please also supplementally advise whether organizational and offering expenses are excluded from the 2013 Expense Reimbursement Agreement and/or 2014 Expense Reimbursement Agreement.

The Company notes the Staff’s comment.  The Company supplementally advises the Staff that organizational expenses and offering costs (“O&O Costs) are calculated by aggregating  all fees, expenses and costs incurred in connection with the registration and offer and sale of the Company’s common stock, including legal, accounting, bona fide out-of-pocket itemized and detailed due diligence costs, printing, filing fees, transfer agent costs, postage, escrow fees, data processing fees, advertising and sales literature and other Offering-related costs.  Pursuant to the terms of the Investment Advisory Agreement and Sub-Advisory Agreement, the O&O Costs are paid on behalf of the Company by its Adviser and Sub-adviser (the “Advisers”) to the extent the O&O Costs exceed 1.5% of the aggregate gross proceeds from the Offering.  The Company reimburses the Advisers for the payment of O&O Costs to the extent the reimbursement of O&O Costs does not exceed 1.5% of the aggregate gross proceeds from the Offering.  The Company records a liability, captioned “due to affiliate” and capitalizes to deferred offering costs, the amount of O&O Costs incurred by the Advisers on behalf of the Company.  For each closing, the Company amortizes 1.5% of the Offering

United States Securities and

Exchange Commission

December 17, 2015

Page 3

proceeds, which amount is recorded as a charge to additional paid-in capital and a reduction of deferred offering costs, until such asset is fully amortized.  As disclosed in the Registration Statement, management reviews its capital raising projections on a regular basis to evaluate the likelihood that its capital raising will reach a level that would require the Company to reimburse the Advisers for O&O Costs incurred by the Advisers on the Company's behalf.  The Company cites in support of this treatment Financial Accounting Standards Board’s ASC 946-20-25-6 and SAB Topic 5.A, Expenses of Offering.

The Company supplementally advises the Staff that O&O Costs are excluded from the 2013 Expense Reimbursement Agreement and/or 2014 Expense Reimbursement Agreement.

5.

 We note that under the Investment Advisory Agreement, the Adviser is responsible for the Company’s organization and offering expenses to the extent they exceed 1.5%.  Please discuss supplementally (i) how much the Adviser has paid with respect to the Company’s organization and offering expenses as of September 30 2015, (ii) how the reimbursement is paid (i.e. does the Adviser pay the fees directly or reimburse the Company) (iii) if the Company has a receivable and/or payable on its books for such reimbursement and (iv) if there is a receivable and payable, are they netted for purposes of settlement?

The Company notes the Staff’s comment.  The Company supplementally advises the Staff as follows:

i.

 As of September 30, 2015, the Advisers had paid approximately $9.4 million of O&O Costs on the Company’s behalf;

ii.

 The Advisers directly pay all O&O Costs, and the Company reimburses the Advisers to the extent provided in the Investment Advisory Agreement.

iii.

 The Company records a payable (e.g., “due to affiliates”) for the amount of O&O Costs to be reimbursed by the Company to the Adviser; and

iv.

 The Company does not record a receivable (e.g. due from affiliates) related to O&O Costs.  Therefore, there is no netting for purposes of settlement of O&O Costs.

6.

 Certain items in the Registration Statement are based on the assumption that the Company will raise $360.0 million in gross proceeds during the following twelve (12) months. We note, however, that during the past twelve (12) months, the Company raised less than $360.0 million.  Please confirm that if the Company reasonably believes it will not achieve the $360.0 million equity raise in the twelve (12) month period, it will file an updated prospectus to reflect the change.

United States Securities and

Exchange Commission

December 17, 2015

Page 4

The Company acknowledges the Staff’s comment.  Although the Company respectfully submits that footnote 4 to the Fees and Expenses table explicitly states that there can be no guarantee that $360.0 million will be raised in the Offering, the Company hereby undertakes to file an updated prospectus supplement if it reasonably believes that it will not raise such amount in the twelve (12) month period following effectiveness of the Registration Statement.

7.

 Based on the Registration Statement, there are various waivers and expense reimbursements in place with respect to the Company’s fees.  Please revise the Registration Statement to include the recoupments paid to the Adviser, if any, during the past three (3) years in tabular format.  Additionally, please revise the Registration Statement to include a table which provides details for each type of waiver and/or expense reimbursement.”

The Company acknowledges the Staff’s comment.  The Company has revised the Registration Statement (and hereby undertakes in future financial statements) to include a table highlighting any recoupments paid to the Adviser. The Company has revised the Registration Statement (and hereby further undertakes in future financial statements) to include a table detailing each type of waiver and/or expense reimbursement.

8.

 We refer to the Staff’s comment on April 17, 2015.  In future financial statements, please list each unfunded commitment separately by portfolio company and confirm that unfunded commitment valuation changes are included in the calculation of the Company’s net asset value (see the January 2006 AICPA expert panel meeting minutes).

The Company acknowledges the Staff’s comment.  The Company hereby undertakes in future filings to list each unfunded commitment separately on a portfolio company by portfolio company basis.  The Company hereby confirms that valuation changes, if any, with respect to unfunded commitments made by the Company are included in its calculation of NAV.

9.

 We note that the Registration Statement references the LIBOR rate for various calculations. Please revise the Registration Statement to include the tenure of the LIBOR rate (depending on the context of the disclosure) as well as the LIBOR rate as of the end of the period.

The Company acknowledges the Staff’s comment.  The Company has revised the Registration Statement (and hereby undertakes in future financial statements) to include the requested disclosure.

10.

 Please confirm that the Company reasonably believes it has sufficient assets to cover the amount of unfunded commitments that are currently outstanding.

United States Securities and

Exchange Commission

December 17, 2015

Page 5

The Company acknowledges the Staff's comment.  The Company hereby confirms it reasonably believes and represents that it has sufficient assets to cover its unfunded commitments as of the date hereof.

11.

 We note that money market investments and short-term investments are required to be stated separately from cash and cash equivalents.  Please confirm that there are no money market investments or short-term investments part of cash and cash equivalents, or please confirm that in future financial statements these will be listed on the Schedule of Investments.

The Company acknowledges the Staff’s comments.  The Company hereby undertakes to include the requested disclosure in future financial statements.

12.

 In future financial statements, please include the expiration date of any warrants in the Schedule of Investments.

The Company acknowledges the Staff’s comment.  The Company hereby undertakes to include the requested disclosure in future financial statements.

13.

 We noticed the addition of the hypothetical example on the fees to be paid if an investor did not sell its shares and the fees to be paid if such investor did sell its shares.  We ask that you please revert to the language in the prior filing and remove the distinction.

The Company acknowledges the Staff’s comment.  The Company has revised the Registration Statement to remove the disclosure to effect the requested change.

* * * * * * * * *

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * * * *

If you have any questions, please feel free to contact the undersigned by telephone at 617.728.7120 (or by e-mail at thomas.friedmann@dechert.com).  Thank you for your cooperation and attention to this matter.

United States Securities and

Exchange Commission

December 17, 2015

Page 6

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

cc:

 Sherri W. Schugart, HMS Income Fund, Inc.

Ryan T. Sims, HMS Income Fund, Inc.

David M. Covington, HMS Income Fund, Inc.

William J. Tuttle, Dechert LLP

Corey F. Rose, Dechert LLP

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		HMS-SECResponseLetter

1900 K Street, NW

Washington, DC  20006-1110

+1  202  261  3300  Main

+1  202  261  3333  Fax

www.dechert.com

WILLIAM J. TUTTLE

william.tuttle@dechert.com

+1 202 261 3352  Direct

+1 202 261 3009  Fax

July 17, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn:  Alison White

Re:    HMS Income Fund, Inc.

Registration Statement on Form N-2

File Numbers 333-204659 and 814-00939

Ladies and Gentlemen:

HMS Income Fund, Inc., a Maryland corporation (the “Company”), has today filed with the U.S. Securities and Exchange Commission (the “Commission”) Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form N-2 (Registration Nos. 333-204659 and 814-00939) (as amended, the “Registration Statement”).  On behalf of the Company, we hereby respond to the comments raised by the staff (the “Staff”) of the Commission in a letter dated July 2, 2015 from Ms. Alison White of the Staff to William J. Tuttle of Dechert LLP, outside counsel to the Company.  For your convenience, a transcription of the Staff’s comments is included in this letter (in italics), and each comment is followed by the applicable response.  Capitalized terms used in this letter and not otherwise defined shall have the meanings specified in the Registration Statement.

General

1.

 Include a cover letter with the submission of all public filings, providing the contact
information of at least one person authorized to discuss comments on the filings.

The Company notes the Staff’s comment and has included in Amendment No. 1 the contact information of William J. Tuttle, Thomas J. Friedmann and Corey F. Rose, each of Dechert LLP,

United States Securities and

Exchange Commission

July 17, 2015

Page 2

outside counsel to the Company, each of whom is authorized to discuss comments from the Staff on filings made with the Commission by the Company.

2.

 We note that portions of the filing are incomplete. We may have additional comments on such portions when you complete them in pre-effective amendments, on disclosures made in response to this letter, on information you supply to us, or on exhibits added in any pre-effective amendments.

The Company acknowledges the Staff’s comment. The Company respectfully submits that it does not intend to omit information from the form of prospectus in reliance on Rule 430A under the Securities Act. Rather, the Company supplementally advises the Staff that, in accordance with its undertaking pursuant to Item 34.4 of Form N-2 and Rule 430C under the Securities Act, it expects that information related to any offering of securities under the Registration Statement will be contained in a prospectus supplement that will be filed, together with the accompanying prospectus, in accordance with Rule 497 of the Securities Act (and deemed to be part of and included in the Registration Statement on the date it is first used after effectiveness).

3.

 Please confirm that the Company does not intend to issue preferred stock within a year from the effective date of the Registration Statement.

The Company notes the Staff’s comment and hereby confirms that it does not intend to issue preferred stock within a year from the effective date of the Registration Statement.  The Company has revised the disclosure in Amendment No.1 to include a statement to this effect in footnote 7 of the Fees and Expenses table.

4.

 Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with the registration statement. In this regard we note your disclosure on page 100 that “we may seek exemptive relief from the SEC to allow us to pay our Adviser an incentive fee on capital gains in connection with our merger with and into another entity.”

The Company notes the Staff’s comment.  As discussed supplementally with the Staff, the Company expects to submit an application for exemptive relief to the Staff which, if granted in the form of an order by the Commission, would permit the Company to issue multiple classes of common stock in the Company.   The Company does not currently intend to file any other application for exemptive relief with the Staff, including any application for exemptive relief that would permit the Company to pay its Adviser an incentive fee on capital gains realized in connection with a merger of the Company into another entity.

United States Securities and

Exchange Commission

July 17, 2015

Page 3

Cover Page

5.

 Please revise your disclosure so that points to the following effect are bulleted and bolded:

•

 The Company’s shares will not be 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.

•

 The amount of distributions that the Company may pay, if any, is uncertain.

•

 The Company may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Company’s performance, such as from offering proceeds, borrowings, and amounts from the Company’s affiliates that are subject to repayment by investors.

•

 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 [ ]% in order to recover these expenses.

The Company acknowledges the Staff’s comment and has included the requested bullet point disclosure in bold on the cover page of the prospectus included in Amendment No. 1.

6.

 Please confirm the accuracy of your statement that your middle market investments generally range in size from $1 million to $15 million. This comment applies to the disclosure on page 74, as well.

As requested, the Company hereby confirms that the disclosure on the size range of its Middle Market and lower middle market (LMM) investments is accurate, and is, in each instance, generally in a range from $1 million to $15 million as disclosed in the Registration Statement.

7.

 If still applicable, please add back the disclosure contained on the cover page of your March 10, 2015 filing that “if you are able to sell your shares, you will likely receive less than your purchase price.”

United States Securities and

Exchange Commission

July 17, 2015

Page 4

As requested, the Company has included disclosure on the cover page of the prospectus to the effect that “if you are able to sell your shares, you will likely receive less than your purchase price.”

Summary, pages 1-15

8.

 Please rewrite the following statement in plain English: “Private Loan investments ... are investments which have been originated through strategic relationships with other investment funds on a collaborative basis.” See Rule 421 under the Securities Act of 1933. This comment applies to the disclosure on pages 49, 54, 57 and 74, as well.

The Company acknowledges the Staff’s comment and has revised the disclosure in Amendment No. 1 to state “Private Loan investments, often referred to in the debt markets as “club deals,” are investments, generally in debt instruments, that we originate on a collaborative basis with other investment funds.  Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio.

9.

 Please disclose in the summary, as you do on page 81, that you “expect that the debt we invest in will generally have stated terms of three to seven years. However, we are in no way limited with regard to the maturity or duration of any debt investment we may make and we do not, at this time, have a policy in place with respect to the stated maturity.”

The Company acknowledges the Staff’s comment and has revised the disclosure in Amendment No. 1 to include the requested disclosure in the summary section of the Registration Statement.

Portfolio Update, page 3

10.

 Please explain in the prospectus what it means for debt investments to have “index floors between 100 and 150 basis points.”

The Company acknowledges the Staff’s comment and has revised the disclosure in Amendment No. 1 to clarify the meaning of an index floor between 100 and 150 basis points.  Specifically, the Company has included the following language with respect to minimum interest rates on floating rate instruments:  “The Company generally invests in floating rate debt instruments, meaning that the interest rate payable on such instrument resets periodically based upon changes in a specified interest rate index, usually the LIBOR.  However, many of our investments provide as well that the annualized rate of interest on such instruments will never fall below a level, or floor, between 100 and 150 basis points, equal to 1.0% to 1.5%, regardless of the level of the specified index rate.”

United States Securities and

Exchange Commission

July 17, 2015

Page 5

Liquidity Strategy, page 11

11.

 The disclosure describes a potential liquidity event for stockholders between four and six years following the end of the offering period. Please explain to the investor the anticipated end date for the offering.

The Company acknowledges the Staff’s comment and has revised the disclosure in Amendment No. 1 to explain the Offering is expected to terminate on or before the third (3rd) anniversary of the effectiveness date of the registration statement of which this prospectus forms a part.

Fees and Expenses and Example, pages 16-17

12.

 Does footnote 1 apply to both the Expense Example and the Fee and Expense table? If not, please revise accordingly.

The Company acknowledges the Staff’s comment and confirms that footnote 1 does not apply to the Expense Example table and has revised the disclosure in Amendment No. 1 to remove reference to footnote 1 from the Expense Example table.

Provisions of the Maryland General Corporation Law and Our Charter and Bylaws, page 117

13.

 Please add disclosure to the effect that the provisions described in this section could have the effect of depriving shareholders of the opportunity to sell their shares at a premium over prevailing market prices. Also, please state: (1) whether the board of directors considered these provisions and determined that they were in the best interest of shareholders; and (2) whether the requirements to change the nature of the Fund’s bylaws and certificate of incorporation, approve extraordinary transactions, convert to an open-end company, or remove directors are higher than those imposed by federal or state law. See Guide 3 to Form N-2.

The Company respectfully submits that its bylaws contain a provision exempting any and all acquisitions by any person of its shares of common stock from the Control Share Act.  Although the Control Share Act in some instances would deprive shareholders of the opportunity to sell their shares at a premium to prevailing market prices, the Company has explicitly exempted itself from the application of the Control Share Act; therefore, adding disclosure to that effect would be potentially misleading to prospective investors in shares of the Company’s common stock.  The Company hereby confirms it has no intention of amending its bylaws to apply the Control Share Act to acquisitions of its common stock.

United States Securities and

Exchange Commission

July 17, 2015

Page 6

Share Repurchase Program, page 117

14.

 If there will be any delay in the payment of Share Repurchase Program proceeds, please describe such delays.

The Company acknowledges the Staff’s comment and hereby confirms that the Company has not delayed, and has no intention of delaying, the payment of proceeds with respect to any shares tendered pursuant to the Company’s Share Repurchase Program.  All payments will be made as disclosed in the applicable tender offer statement.

Control Share Acquisitions, pages 121-122

15.

 The disclosure states that “we will amend our bylaws to be subject to the Control Share Act only if the board of directors determines that it would be in our best interests and if the staff of the SEC does not object to our determination that our being subject to the Control Share Act does not conflict with the 1940 Act.” (Emphasis added.) It is the published position of the staff that the Maryland Control Share Acquisition Act is inconsistent with the wording of, and purposes underlying, Section 18(i), specifically, and of the 1940 Act generally. See Boulder Total Return Fund, Inc. (November 15, 2010). Accordingly, please specify that the Company will not opt into the Control Share Act without a formal determination of the board that doing so would be in the best interests of the stockholders and without the express approval of the staff.

The Company acknowledges the Staff’s comment and has revised the disclosure in Amendment No. 1 to specify that the Company will not opt into the Control Share Act without a formal determination of the board of directors that doing so would be in the best interests of its stockholders and without the approval of the Staff.

* * * * * * * * *

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * * * *

United States Securities and

Exchange Commission

July 17, 2015

Page 7

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3352 (or by e-mail at william.tuttle@dechert.com).  Thank you for your cooperation and attention to this matter.

Sincerely,

 /s/ William J. Tuttle

William J. Tuttle

cc:

 Sherri W. Schugart, HMS Income Fund, Inc.

Ryan T. Sims, HMS Income Fund, Inc.

David M. Covington, HMS Income Fund, Inc.

Thomas J. Friedmann, Dechert LLP

Corey F. Rose, Dechert LLP

CORRESP
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		SEC Acceleration Request HSI 4.28.15

 Hines Securities, Inc.

2800 Post Oak Boulevard, Suite 4700

Houston, Texas 77056-6118

April 28, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Ashley Vroman-Lee, Senior Counsel

 Re:

 HMS Income Fund, Inc. - Post-Effective Amendment No. 9 to Registration Statement on Form N-2, File No. 333-178548 (the “Registration Statement”)

In accordance with Rule 461 of the Securities Act of 1933, as amended, we hereby join in the request of HMS Income Fund, Inc. for the acceleration of the effective date of the Registration Statement to 4:30 p.m. Eastern Time on April 30, 2015, or as soon thereafter as is practicable.

Should you have any questions concerning this request, please contact the Registrant’s counsel, Kelley A. Howes, Esq. of Morrison & Foerster LLP at (303) 592-2237.

Sincerely,

HINES SECURITIES, INC.

By: /s/ Frank Apollo

Name: Frank Apollo

Title: Chief Operating Officer

CORRESP
1
filename1.htm

		HMS SEC Response Letter POS8C 42815

2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056-6118

April 28, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Ashley Vroman-Lee, Senior Counsel

 Re:

 HMS Income Fund, Inc. - Post-Effective Amendment No. 9 to Registration Statement on Form N-2, File No. 333-178548 (the “Registration Statement”)

Dear Ms. Vroman-Lee:

On behalf of HMS Income Fund, Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registration Statement to 4:30 p.m. Eastern Time on April 30, 2015, or as soon thereafter as is practicable.

The disclosure in the referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning this request, please contact Kelley A. Howes, Esq. of Morrison & Foerster LLP at (303) 592-2237.

Sincerely,

HMS INCOME FUND, INC.

By: /s/ Ryan T. Sims

Name: Ryan T. Sims

Title: Chief Financial Officer and Secretary

CORRESP
1
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		SEC Response Letter POS8C 4.23.15

 Writer’s Direct Contact

+1 (303) 592.2237

KHowes@mofo.com

April 23, 2015

Via EDGAR Correspondence

Ashley Vroman-Lee, Senior Counsel

U.S. Securities and Exchange Commission

100 F Street, N.E

Washington, DC 20549

Re:

 HMS Income Fund, Inc. (the “Company”)
File No.: 333-178548

Dear Ms. Vroman-Lee:

On behalf of the Company, this letter responds to comments from the staff of the Securities and Exchange Commission (the “Commission”) related to Post-Effective Amendment No. 8 (“PEA 8”) to the Company’s registration statement on Form N-2 under the Securities Act of 1933 (the “1933 Act”) registering up to 150,000,000 shares of the Company’s common stock to be sold in a continuous offering in reliance on Rule 415 under the 1933 Act.   PEA 8 was filed on March 10, 2015.

The Company filed Post-Effective Amendment No. 9 (“PEA 9”) on April 22, 2015 to address comments previously received from the staff.  We ask that the Commission accelerate effectiveness of PEA 9 to April 30, 2015.

Below we identify in bold the staff’s comment, and note in regular type our response.  We have attempted to accurately restate the staff’s comment, which was provided orally in a telephone conversation on April 23, 2015.

1.

 In the Consolidated Schedule of Investments (page F-7), the staff notes that the Company makes investments in controlled companies.  Has the Company performed an analysis as to whether the disclosure requirements of Rules 3-09 and 4-08(g) of Regulation S-X should be applied?  (See IM Guidance 2013-07).

a.

 The Company has performed an analysis related to Rules 3-09 and 4-08(g) of Regulation S-X and confirms that no additional financial disclosure relating to its investment portfolio is required to be included as a result thereof.  The Company confirms that it will continue to perform the analysis required by Rules 3-09 or 4-08(g) of Regulation S-X on a quarterly basis and will include any additional financial disclosure in accordance therewith as required.

*****

The undersigned hereby acknowledges on behalf of the Company that:

 •

 the Company is responsible for the adequacy and the accuracy of the disclosure contained in PEA 9;

 •

 comments of the staff of the Securities and Exchange Commission (“SEC Staff”), if any, or changes to disclosure in response to SEC Staff comments, if any, in the filings reviewed by the Staff do not foreclose the Securities and Exchange Commission (“SEC”) from taking any action with respect to the filing made; and

 •

 the Company may not assert SEC Staff comments, or lack thereof, as a defense in any proceeding initiated by the SEC under the federal securities laws of the United States.

As indicated in the SEC’s June 24, 2004 release regarding the public release of comment letters and responses, you request such acknowledgements from all companies whose filings are being reviewed and this request and these acknowledgements should not be construed as suggesting that there is an inquiry or investigation or other such matter involving the Company.

The Company believes it has fully responded to your additional comment.  If, however, you have any further questions or require further clarification of the above response, please contact me by telephone at (303) 592-2237.

Sincerely,

/s/ Kelley A. Howes
Kelley A. Howes

cc:    Sherri W. Schugart, Chief Executive Officer

Ryan T. Sims, Chief Financial Officer

John A. Good, Esq.

CORRESP
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		SEC Response Letter POS8C 4.22.15

 Writer’s Direct Contact

+1 (303) 592.2237

KHowes@mofo.com

April 22, 2015

Via EDGAR Correspondence

Ashley Vroman-Lee, Senior Counsel

U.S. Securities and Exchange Commission

100 F Street, N.E

Washington, DC 20549

Re:

 HMS Income Fund, Inc. (the “Company”)
File No.: 333-178548

Dear Ms. Vroman-Lee:

On behalf of the Company, this letter responds to comments from the staff of the Securities and Exchange Commission (the “Commission”) related to Post-Effective Amendment No. 8 (“PEA 8”) to the Company’s registration statement on Form N-2 under the Securities Act of 1933 (the “1933 Act”) registering up to 150,000,000 shares of the Company’s common stock to be sold in a continuous offering in reliance on Rule 415 under the 1933 Act.   PEA 8 was filed on March 10, 2015.

The Company has filed Post-Effective Amendment No. 9 (“PEA 9”) as of the date hereof incorporating the responses to the staff’s comments described below.  We ask that the Commission accelerate effectiveness of PEA 9 to April 30, 2015.

Below we identify in bold the staff’s comment, and note in regular type our response.  We have attempted to accurately restate the staff’s comments, which were provided orally in a telephone conversation on April 17, 2015.

1.

 The Company discloses on the cover page that it has adopted a share repurchase program.  If there is a limit on the number of shares that may be repurchased by the Company, please disclose that limit.

a.

 The Company has included in PEA 9 disclosure related to how it determines, on a quarterly basis, the number of shares it may repurchase.

2.

 If expense reimbursements and fee waivers will continue to be a means of funding distributions to stockholders, please disclose that on the cover page.

a.

 The Company has revised the language on the cover page to address this comment.

3.

 The following disclosures should be made on the cover page of the prospectus and on the subscription agreement:

•

 an investment in the fund may not be suitable for an investor who needs access to her funds;

•

 the amount of distributions is uncertain; and

•

 the Company may pay distributions in significant part from sources that may not be available in the future and which are unrelated to performance, such as offering proceeds, borrowings and amounts received from affiliates and subject to repayment to the stockholders.

a.

 The Company believes that, in general, the substance of this comment is addressed in the bullet point list of disclosure on the cover page of the prospectus. To the extent that is not the case, the Company has revised such bullet point list.

4.

 Please define the term “LMM” used for the first time on page 4.

a.

 The Company added a definition of this term.

5.

 Please include a separate risk factor related to interest rate risk, rather than including that risk in the risk factor addressing financial market risks on page 5.

a.

 The Company revised the list of risk factors to address the staff’s comment.

6.

 Please confirm that the following disclosure, on page 8 of the prospectus, is accurate: “In the event of a material decline, which we deem to be non-temporary, in our net asset value per share that results in a 5% or higher decrease of our net asset value per share below our then-current net-offering price, and subject to certain conditions, we will reduce our offering price accordingly.”

a.

 The Company confirms the accuracy of this disclosure.

7.

 On page 13, the Company discloses that its management fee is calculated at an annual rate of 2.0% of its average gross assets.  Please define the term “average gross assets” and confirm that it does not include notional value.

a.

 The Company has added disclosure to address the staff’s comment.  The Company does not use any derivative investments in its portfolio.  Thus, notional value is not included in these calculations.

8.

 Please clarify if the conditional fee waiver agreement will continue in 2015.

a.

 The Company has added disclosure clarifying that the conditional fee waiver agreement has been amended, with respect to the Company’s adviser, to extend the waivers contained therein until December 31, 2015.

9.

 On page 14, please clarify the amount of base management fees actually paid by the Company (net of waivers) in 2014.

a.

 The Company has added disclosure to address the staff’s comment.

10.

 In the discussion of the 2014 Expense Reimbursement Agreement on page 14, please include reference to the September 30, 2014 amendment to such agreement.

a.

 The Company has added disclosure to address the staff’s comment.

11.

 The staff notes that the current offering will expire, by its terms, on June 4, 2015. in footnote 7 to the Fees and Expense table, please clarify how the pending expiration of the offering will affect the Company’s ability to incur leverage.

a.

 As discussed with the staff during our phone conversation, the Company intends to file a registration statement to register common shares for a new continuous offering on or before June 4, 2015.  Pursuant to Rule 415(a)(5), such filing will extend the ability of the Company to continue to offer its securities registered under the currently effective registration statement for up to 6

months or the date of effectiveness of the new registration agreement, whichever occurs earlier.  Accordingly, the Company believes the current disclosure is accurate.

12.

 In footnote 9 to the Fees and Expense table, please clarify the meaning of the phrase “beyond those currently in effect.”

a.

 The Company appreciates the staff’s comment and, upon review of the footnote, has revised it to clarity that the total annual expense ratios takes into account the existing fee waiver and expense support agreements that are currently in effect.

13.

 Please update the disclosure in the section entitled “Compensation of the Dealer-Manager and the Investment Adviser” to the extent necessary to reflect the pending expiration of the current offering.

a.

 As noted above, the Company intends to file a new registration statement for its common shares and to continue its offering thereof.  Accordingly, the Company does not believe any further changes are necessary to this disclosure.

14.

 In the discussion of “Risks Related to Our Investments - Our investments in prospective portfolio companies, which tend to be senior secured term loans, senior lien loans and mezzanine debt and selected equity investments, may be risky, and we could lose all or part of our investment,” please clarify that loans that are “below investment grade” are also called “junk.”

a.

 The Company has added the requested disclosure.

15.

 In the section entitled “Determination of Net Asset Value - Determinations in Connection With Offerings,” please state that the net asset value will be determined within 48 hours prior to the date of each closing.

a.

 The Company has added the requested disclosure.

16.

 In the table of Portfolio Companies, please identify which investments, if any, are on non-accrual status.  Please make similar disclosure in the Schedule of Investments contained in future financial statements.

a.

 The Company has added the requested disclosure.

17.

 In future financial statements, please disclose the percentage of assets that do not qualify as “qualified assets” in the Schedule of Investments.

a.

 The Company will make the requested disclosure in future financial statements.

18.

 In future financial statements, please disclose the following:

•

 the tax basis of distributed earnings as of the most recent tax year on an accumulated basis (please see the Audit Guide for Investment Companies Section 7.92);

•

 the tax basis composition of dividends paid (please see the Audit Guide for Investment Companies Section 7.134(c));

•

 the amount and expiration date of capital loss carry forwards and post-October capital and currency loss deferrals, if significant (Please see the Audit Guide for Investment Companies Section 7.173)

•

 the aggregate cost of securities, gross unrealized gains/(losses), and net unrealized gains/(losses), based on cost, for federal income tax purposes (see footnote 8 to Section 12-12 of Reg. S-X).

a.

 The Company will make the requested disclosure in future financial statements.

19.

 Note 11 to the financial statements references a balance of $6.4 million in unfunded commitments.  In future financial statements, please list each unfunded commitment separately by portfolio company and confirm that unfunded commitment valuation changes are included in the calculation of the Company’s net asset value (see the January 2006 AICPA expert panel meeting minutes).

a.

 The Company will make the requested disclosure in future financial statements.

20.

 In future financial statement or management’s discussion and analysis, please disclose the amount of income generated that is non-recurring and the impact of non-recurring fees on earnings and or yield (see the September 6, 2014 AICPA expert panel meeting minutes).

a.

 The Company will make the requested disclosure in future financial statements.

21.

 The staff noted the reference in the Company’s financial statements and elsewhere in the registration statement to certain unfunded commitments with portfolio companies.  Unfunded commitments, which are contractual obligations of the Company to make loans up to a specified amount at future dates, may subject the Company to risks similar to those created by standby commitments. Unfunded commitments, like standby commitment agreements, may be senior securities under Section 18 of the 1940 Act (“any . . . obligation or instrument constituting a security and evidencing indebtedness. . . “). See, Investment Company Act Release 10666, “Securities Trading Practices of Registered Investment Companies” (April 18, 1979).  The staff considers unfunded commitments that specify an interest rate to be senior securities subject to the coverage requirements of Section 18 and 61 of the 1940 Act, unless the fund or BDC has segregated liquid assets equal to the marked-to-market value of its unfunded commitments.  Does the Company treat its unfunded commitments as senior securities?  If not, why not?  Does the Company currently segregate sufficient liquid assets or does it have borrowing capacity within its 200 percent asset coverage limitation sufficient to cover the value of its unfunded commitments?

a.

 The Company represents that, for purposes of determining the asset coverage requirements contained in Sections 18 and 61 of the Investment Company Act of 1940, the Company treats its unfunded commitments as senior securities.  The Company maintains sufficient cash and/or borrowing capacity to cover the value of its unfunded commitments.

22.

 The staff notes that the current offering expires, by its terms, June 4th.  The staff notes that this could lead a potential investor to infer that opportunities to purchase shares of the Company may not continue and that this could influence a potential investor in making her investment decision.  Please clarify in the prospectus the Company’s current intention with respect to any follow on offering.

a.

 The Company has made the requested disclosure under the heading “Status of Our Ongoing Public Offering” on page 2 of the prospectus.

*****

The undersigned hereby acknowledges on behalf of the Company that:

 •

 the Company is responsible for the adequacy and the accuracy of the disclosure contained in Amendment No. 9;

 •

 comments of the staff of the Securities and Exchange Commission (“SEC Staff”), if any, or changes to disclosure in response to SEC Staff comments, if any, in the filings reviewed by the Staff do not foreclose the Securities and Exchange Commission (“SEC”) from taking any action with respect to the filing made; and

 •

 the Company may not assert SEC Staff comments, or lack thereof, as a defense in any proceeding initiated by the SEC under the federal securities laws of the United States.

As indicated in the SEC’s June 24, 2004 release regarding the public release of comment letters and responses, you request such acknowledgements from all companies whose filings are being reviewed and this request and these acknowledgements should not be construed as suggesting that there is an inquiry or investigation or other such matter involving the Company.

The Company believes it has fully responded to each comment.  If, however, you have any further questions or require further clarification of any response, please contact me by telephone at (303) 592-2237.

Sincerely,

/s/ Kelley A. Howes
Kelley A. Howes

cc:    Sherri W. Schugart, Chief Executive Officer

Ryan T. Sims, Chief Financial Officer

John A. Good, Esq.

CORRESP
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		CORRESP HSI Acceleration Request 4.25.14

Hines Securities, Inc.

2800 Post Oak Boulevard, Suite 4700

Houston, Texas 77056-6118

April 25, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Edward P. Bartz

 Re:

 HMS Income Fund, Inc. - Post-Effective Amendment No. 7 to Registration Statement on Form N-2, File No. 333-178548 (the “Registration Statement”)

In accordance with Rule 461 of the Securities Act of 1933, as amended, we hereby join in the request of HMS Income Fund, Inc. for the acceleration of the effective date of the Registration Statement to 4:30 p.m. Eastern Time on April 28, 2014, or as soon thereafter as is practicable.

Should you have any questions concerning this request, please contact our counsel, John A. Good, Esq. at Morrison & Foerster LLP at (202) 778-1655.

Sincerely,

HINES SECURITIES, INC.

By: /s/ Frank Apollo

Name: Frank Apollo

Title: Senior Managing Director

CORRESP
1
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		CORRESP Response to SEC Comments 4.28.14

April 28, 2014

VIA EDGAR

Edward P. Bartz, Esq.

U.S. Securities & Exchange Commission

Division of Investment Management

Mailstop 4710

100 F Street, NE

Washington, DC 20549-4720

Re:

 HMS Income Fund, Inc.

Registration Statement on Form N-2 (File No. 333-178548)

Dear Mr. Bartz:

On behalf of HMS Income Fund, Inc., a Maryland corporation (“HMS” or the “Company”), this letter responds to the comments (the “Comments”) of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) made on April 25, 2014 during a telephone conversation between Edward P. Bartz of the Staff and Tara L. Dunn of Morrison & Foerster LLP. The Comments relate to Post-Effective Amendment No. 7 to the Company’s Registration Statement on Form N-2 (File No. 333-178548) filed with the Commission on March 24, 2014 (“PEA No. 7”).  The Comments are set forth below in italics and the Company’s response to each Comment follows immediately thereafter.  Page references in the text of the Company’s responses correspond to the page numbers in PEA No. 7.  In addition, we include with this correspondence a blackline of excerpts from PEA No. 7 reflecting the comments below.

Determination of Net Asset Value - Determinations in Connection with Offerings (page 74)

1.

 Comment: You reiterated the Staff’s request that the Company disclose that the Company’s board of directors, or an authorized committee thereof, has determined and will determine the Company’s net asset value per share within 48 hours of any sale of its common stock.

1

Response: The Company has revised the disclosure on pages 74 of PEA No. 7 to address the Staff’s comment.

Description of our Securities - Repurchase Upon Death or Disability (page 104)

2.

 Comment: The Staff noted an internal inconsistency in the disclosure related to repurchase rights upon the death or disability of a stockholder and requested that the Company resolve that inconsistency.

Response: The Company has revised the disclosure on page 104 of PEA No. 7 to address the inconsistency.

We very much appreciate your attention to this matter. Please do not hesitate to call John A. Good at (202) 778-1655 or Tara L. Dunn at (303) 592-2217, if you have any questions or require any additional information.

Sincerely,

   /s/ John A. Good

 John A. Good

cc:  Sherri W. Schugart, HMS Income Fund, Inc.

2

Determinations in Connection With Offerings

We are offering shares of our common stock on a continuous basis at a current offering price of $10.00 per share; however, to the extent that our net asset value per share increases, 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 net asset value per share. To the extent that the net asset value per share increases subsequent to the last closing, the price per share may increase. In the event of a material decline, which we deem to be non-temporary, in our net asset value per share that results in a 5% decrease of our net asset value per share below our then-current net-offering price, and subject to certain conditions, we will reduce our offering price accordingly. Our net asset value is based in part on the good faith determination of fair value of certain of our investments by our board of directors or an authorized committee of the board, not on active market quotations.

Because the price per share of our common stock may 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. In connection with each closing date of shares of our common stock offered pursuant to this prospectus, the board of directors or aan authorized committee thereof is requiredhas determined and will determine our net asset value per share within 48 hours of the time that each closing and sale is made in order to make the determination that we are not selling shares of our common stock at a price per share, after deducting selling commissions and dealer manager fees, that is below our then-current net asset value per share. The board of directors has delegated to our pricing committee the authority to make such determination in connection with each closing. We expect that our pricing committee, acting under such delegated authority from our board of directors, will consider the following factors, among others, in making such determination:

•

 the net asset value of our common stock disclosed in the most recent periodic report we filed with the SEC;

•

 assessment by our Advisers of whether any material change in the net asset value has occurred (including through the realization of net gains on the sale of our portfolio investments) from the period beginning on the date of the most recently disclosed net asset value to the period ending two days prior to the date of the closing on and sale of our common stock; and

•

 the magnitude of the difference between the net asset value of our common stock disclosed in the most recent periodic report we filed with the SEC and our Advisers' assessment of any material change in the net asset value since the date of the most recently disclosed net asset value, and the offering price of the shares of our common stock at the date of closing.

Repurchase Upon Death or Disability

Our charter provides that in the event of the death or disability of a stockholder, we willmay, upon request, repurchase such stockholder’s shares, upon the stockholder or the stockholder’s representatives, as applicable, presenting such shares for repurchase regardless of the period the deceased or disabled stockholder owned his or her shares. However, we will not be obligated to, although there is no repurchase suchpriority for a stockholder’s shares if more than two years have elapsed from the date of the applicable death or disability and, in the case of a disability, if the stockholder fails to provide the opinion of the qualified independent physician referred to below. The repurchase price per share to be paid by us to the stockholder or stockholder’s estate, as applicable, will be equal to the net asset value per share, as determined within 48 hours prior to the Repurchase Date under the circumstance of death or disability of such stockholder.   Importantly, our board of directors will have the right to suspend or terminate any repurchase to be made pursuant to this provision of our charter to the extent that such repurchase would cause us to violate federal law or Maryland law or to the extent that our board of directors determines that it is in our best interest to do so. We are required to promptly notify our stockholders of any changes to this provision of our charter, including any suspension or termination of the provision, through any means reasonably designed to inform our

3

stockholders of such changes. As defined in our charter, “disability” means such stockholder suffers a disability for a period of time, as may be determined by our board of directors, and the accuracy of such determination is confirmed by a qualified independent physician from whom such stockholder is required to receive an examination within 30 days following the board of directors’ determination. If such stockholder fails to reasonably cooperate with our board of directors in obtaining the opinion of a qualified independent physician, then our board of directors may, in its reasonable discretion, decide to not make the repurchase.

Importantly, our board of directors will have the right to suspend or terminate any repurchase to be made pursuant to this provision of our charter to the extent that such repurchase would cause us to violate federal law or Maryland law or to the extent that our board of directors determines that it is in our best interest to do so. We are required to promptly notify our stockholders of any changes to this provision of our charter, including any suspension or termination of the provision, through any means reasonably designed to inform our stockholders of such changes.The requirements contained in this  This provision of our charter will terminate on the date that our shares are listed on a national securities exchange or are included for quotation in a national securities market.

All shares to be repurchased must be (i) fully transferable and not be subject to any liens or other encumbrances and (ii) free from any restrictions on transfer. If we determine that a lien or other encumbrance or restriction exists against the shares, we will not repurchase any such shares.

4

CORRESP
1
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		HMS Acceleration Request 4.24.14

2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056-6118

April 24, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Edward P. Bartz

 Re:

 HMS Income Fund, Inc. - Post-Effective Amendment No. 7 to Registration Statement on Form N-2, File No. 333-178548 (the “Registration Statement”)

On behalf of HMS Income Fund, Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registration Statement to 4:30 p.m. Eastern Time on April 28, 2014, or as soon thereafter as is practicable.

The disclosure in the referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning this request, please contact me at (713) 966-7715 or, our counsel, John A. Good, Esq. at Morrison & Foerster LLP at (202) 778-1655.

Sincerely,

HMS INCOME FUND, INC.

By: /s/ Ryan T. Sims

Name: Ryan T. Sims

Title: Chief Financial Officer and Secretary

CORRESP
1
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		POS8C No.7 Response to SEC Comments

April 24, 2014

VIA EDGAR

Edward P. Bartz, Esq.

U.S. Securities & Exchange Commission

Division of Investment Management

Mailstop 4710

100 F Street, NE

Washington, DC 20549-4720

Re:

 HMS Income Fund, Inc.

Registration Statement on Form N-2 (File No. 333-178548)

Dear Mr. Bartz:

On behalf of HMS Income Fund, Inc., a Maryland corporation (“HMS” or the “Company”), this letter responds to the comments (the “Comments”) of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) made on April 16, 2014 during a telephone conversation between Edward P. Bartz of the Staff and Tara L. Dunn of Morrison & Foerster LLP. The Comments relate to Post-Effective Amendment No. 6 to the Company’s Registration Statement on Form N-2 (File No. 333-178548) (the “Form N-2”) filed with the Commission on March 17, 2014 (“PEA No. 6”).  The Comments are set forth below in italics and the Company’s responses to each Comment follow immediately therafter.  Page references in the text of the Company’s responses correspond to the page numbers in Post-Effective Amendment No. 7 to the Form N-2, which is being filed with the Commission concurrently herewith (“PEA No. 7”).  In addition, we include with this correspondence a blackline of pages with changes in a comparison of PEA No. 6 and PEA No. 7.

Cover Page of the Prospectus

1.

 Comment: In the fourth paragraph on the cover page, the Company discloses that most of the debt securities that the Company will invest in will be “below investment grade.”  Please add the phrase “commonly known as “junk” bonds” to the reference to “below-investment grade.”

Response: The Company has revised the disclosure on the cover page of PEA No. 7 to include the requested language.

Prospectus Summary - Our Company (page 1)

1

2.

 Comment: In the second full paragraph on page 1, please include the disclosure contained in the last paragraph in the section entitled “Investment Objectives and Strategy - Investments” on page 70 so to include information regarding the expected term, maturity policy and rating grade with respect to these debt securities.

Response: The Company has revised the disclosure on page 2 of PEA No. 7 to include the requested disclosure.

Prospectus Summary - Risk Factors (pages 3-4)

3.

 Comment: In the summary risk factor regarding the “below investment grade” nature of most of the debt securities that the Company will invest in, please add the phrase “commonly known as “junk” bonds” to the reference to “below-investment grade.”

Response: The Company has revised the disclosure on page 4 of PEA No. 7 to include the requested language.

4.

 Comment: Please include a summary risk factor regarding the possibility that in the event that the Company’s Adviser collects a fee on an investment that provides for PIK interest and such investment fails, your Adviser would not be required to repay the fee that it received with respect to that investment.  PEA No. 6 includes a statement to that effect in the third full paragraph of the related risk factor on page 31.

Response: The Company has revised the disclosure on page 4 of PEA No. 7 to include such summary risk factor.

5.

 Comment: Please include a summary risk factor regarding the fact that the Company’s common stock is not listed on an exchange or quoted through a quotation system and will not be listed for the foreseeable future if ever, and as a result, investors will have limited liquidity and may not receive a full return of their invested capital if they sell their shares of common stock.  PEA No. 6 includes a statement to that effect in the heading to the related risk factor on page 35.

Response: The Company has revised the disclosure on page 5 of PEA No. 7 to include such summary risk factor.

Prospectus Summary - Estimated Use of Proceeds (page 10)

6.

 Comment: In the first paragraph on page 10, there is a reference to the annual management fee as a percentage of the Company’s average gross assets.  Please also disclose the management fee as a percentage of net assets.  PEA No. 6 includes this disclosure in the table under “Fees and Expenses” on page 13.

Response: The Company respectfully advises the Staff that it believes the current disclosure is consistent with Instruction 2 to Item 9.1.b(3) of Form N-2 which states that, “[i]f the investment advisory fee is paid in some manner other than on the basis of the average net assets, [the registrant should] briefly describe the basis of the payment.”  The calculation resulting in the in the Fees and Expense table is made based upon several variables and assumptions, including those related to the size of the offering, the level of expenses and the effect of fee waivers.  Thus, it may not be accurate to suggest that, as a matter of fact, that the investment advisory fee will equal 3.0% of the Company’s average net assets.  The Company believes that this disclosure should be consistent with the provisions of the Investment Advisory Agreement, which requires that the base fee be calculated as a percentage of the average value of the Company’s gross assets.

Determination of Net Asset Value - Determinations in Connection With Offerings (page 72)

7.

 Comment: In the last bullet point in this section, please include disclosure regarding the board of directors’ responsibility for determination of net asset value pursuant to Section 2(a)(41)(B) the Investment Company Act of 1940, as amended.

Response: The Company has revised the disclosure on pages 73-74 of PEA No. 7 to better reflect the obligation of the board of directors (or a designated committee of the board of directors) for determining fair value of the Company’s portfolio holdings.

Management - Board of Directors and Officers (pages 76-78)

8.

 Comment: In the biographical information regarding the Company’s directors, please make it clear that the disclosure includes any directorships held by directors in the past five years in any public company or registered investment company.  Although the disclosure may currently be complete, please provide a statement in the lead-in to the biographical information to note that such biographical information includes, if applicable, any directorships in public companies or registered investment companies held in the past five years by each director.

Response: The Company has revised the disclosure on page 78 of PEA No. 7 to include such clarification.

Certain Relationships and Related Party Transactions - Management and Incentive Fee Waiver (page 93)

2

9.

 Comment: In this section, please include the following language from the same section of the Company’s May 16, 2013 prospectus supplement filed pursuant to Rule 497 under the Securities Act of 1933, as amended: “In addition, we will only reimburse our Advisers for fees waived if our “operating expense ratio” (as described in footnote 3 to the table below) is equal to or less than our operating expense ratio at the time the corresponding fees were waived and if the annualized rate of our regular cash distributions to stockholders is equal to or greater than the annualized rate of our regular cash distributions to stockholders at the time the corresponding fees were waived.”  In addition, in future filings with the Commission that include financial statements, please include such statement in the discussion of the management and incentive fee waiver in the notes to the financial statements.

Response: The Company has revised the disclosure on page 95 of PEA No. 7 to include such language.  Further, in response to this Comment, the Company will include such language in the discussion of the management and incentive fee waiver in the notes to the financial statements in future filings with the Commission that include financial statements.

Audited Financial Statements - Statements of Changes in Net Assets (page F-5)

10.

 Comment: In future filings with the Commission that include financial statements, please include the source of distributions in the Statements of Changes in Net Assets. See Regulation S-X Rule 6-09(a)3.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has since inception disclosed in its Statement of Changes in Net Assets the sources of its distributions in accordance with Rule 6-09(a)3 of Regulation S-X.  The Company respectfully advises the Staff that it has reviewed the audited financial statements of a number of BDCs and has observed that BDCs format their Statement of Changes in Net Assets in one of two ways: some, like the Company, report the individual transactions that result in changes in net assets chronologically by year in the left-hand column of the Statement and report the accounts affected across the top of the Statement, while others reflect the years affected across the top of the Statement and then report the individual transactions in the left-hand column grouped by the source of the transaction.  The Company respectfully submits that Rule 6-09(a)3 does not provide a preferred format, but, as the Staff points out in its comment, requires that the issuer state separately distributions from net investment income, distributions from net realized gains and distributions from other sources.  The Company has no distributions from other sources.  In its Statement of Changes in Net Assets, the Company has a column for net investment income, net of dividends and a column for net realized gains, net of dividends, and reflects distributions in the appropriate column based on the source of the distribution.  The Company believes this practice sufficiently separates the reporting of distributions from net investment income and from net realized gains, is consistent with the reporting by a number of both listed and unlisted BDCs and is in compliance with Rule 6-09(a)3.

Audited Financial Statements - Notes to Financial Statements - Note 5 - Financial Highlights (beginning on page F-23)

11.

 Comment: In future filings with the Commission that include financial statements, please include the source of distributions in the “Financial Highlights” note to the financial statements. See Item 4 of Form N-2.

Response: In response to this Comment, the Company will provide the source of distributions in the “Financial Highlights” note to the financial statements in future filings with the Commission that include financial statements.

Part C - Other Information - Item 25. Financial Statements and Exhibits (page C-2)

12.

 Comment: We note that your exhibit table references that Exhibit (k)(8), First Amendment to Amended and Restated Conditional Fee Waiver Agreement, is filed with PEA No. 6, but that such exhibit was not filed with PEA No. 6.  Please revise the exhibit table to reflect the location of such exhibit (if incorporated by reference) or file the exhibit with PEA No. 7.

Response: The Company has revised the exhibit table in PEA No. 7.

We very much appreciate your attention to this matter. Please do not hesitate to call John Good at (202) 778-1655 or Tara L. Dunn at (303) 592-2217, if you have any questions or require any additional information.

Sincerely,

   /s/    John A. Good

 John A. Good

cc:  Sherri W. Schugart, HMS Income Fund, Inc.

3

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        Helen W. Brown

        phone:	543.5918

        fax:	888.789.4123

        email:	hwbrown@bassberry.com

        The Tower at Peabody Place

        100 Peabody Place, Suite 900

        Memphis, TN 38103-3672

        (901) 543-5900

May 16, 2013

Chad Eskildsen

Staff Accountant

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

 Re: HMS Income Fund, Inc.

Registration Statement on
Form N-2

Filed March 14, 2013

File No. 333-178548

On behalf of HMS Income
Fund, Inc. (the “Fund”) and in connection with Post-Effective Amendment No. 5 to the Registration Statement
on Form N-2, as amended (File No. 333-178548) filed by the Fund on May 14, 2013, I am submitting this letter to supplement Comment
3 as reflected in the response letter submitted by John Good on behalf of the Fund to the staff of the Division of Investment Management
of the Securities and Exchange Commission (the “Commission”) on May 14, 2013 (the “Previous
Letter”).

Comment 3 in the Previous
Letter is supplemented to include the following language after the second sentence: “Please include disclosure to reflect
the fact that the Fund will only reimburse its Advisers for fees waived if its operating expense ratio is equal to or less than
our operating expense ratio at the time the corresponding fees were waived and if the annualized rate of its regular cash distributions
to stockholders is equal to or greater than the annualized rate of our regular cash distributions to stockholders at the time the
corresponding fees were waived.”

The Fund has included
the requested disclosure on page 120 of the final prospectus filed pursuant to Rule 497(c) of the Securities Act of 1933, as filed
by the Fund on May 16, 2013.

Should you have any
questions, please contact me via phone at (901) 543-5918 or via email at hwbrown@bassberry.com.

Sincerely,

/s/ Helen W. Brown

Helen W. Brown

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        John A. Good

        phone:	(901) 543-5901

        fax:	(888) 543-4644

        e-mail:	jgood@bassberry.com

        The Tower at Peabody Place

        100 Peabody Place, Suite 900

        Memphis, TN 38103-3672

        (901) 543-5900

May 14, 2013

        Edward P. Bartz

        Staff Attorney

        U.S. Securities and Exchange Commission

        Division of Investment Management

        100 F Street, NE

        Washington, DC 20549

 Re: HMS Income Fund, Inc.

  Registration Statement on Form N-2

  Filed March 28, 2013

  File No. 333-178548

On behalf of HMS Income
Fund, Inc. (the “Fund”) and in response to oral comments received from the staff of the Division of Investment
Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
on May 10, 2013, via teleconference, relating to the Fund’s Post-Effective Amendment No. 3 to the Registration Statement
on Form N-2, as amended (File No. 333-178548) (the “Registration Statement”), we submit this letter containing
the Fund’s responses to the Staff’s oral comments. For your convenience, we have set forth below the Staff’s
comment followed by the Fund’s response in bold.

We are providing to
you a courtesy copy of this letter and a courtesy copy of Post-Effective Amendment No. 5 filed by the Fund on the date hereof,
which has been marked to reflect changes made to the Post-Effective Amendment No. 3 filed with the Commission on March 28, 2013
(the “Blackline”). The changes reflected in Post-Effective Amendment No. 5 have been made in response
to the Staff’s comments and for the purpose of updating and revising certain information in the Registration Statement. All
page references in our responses are to the pages of the Blackline. Capitalized terms used and not otherwise defined in this response
letter that are defined in the Registration Statement shall have the meanings set forth in the Registration Statement.

Comment 1: Please include disclosure on the front
cover page to reflect that (a) previous distributions to stockholders were funded from temporary fee waivers under the conditional
fee waiver agreement that may be subject to repayment to the Fund’s Advisers; (b) these distributions were not based entirely
on the Fund’s investment performance and may not continue in the future; and (c) if our Advisers had not agreed to waive
fees and expenses under the conditional fee waiver agreement, these distributions may have come from stockholder’s paid in
capital and reimbursement of these payments owed to the Fund’s Advisers may reduce the future distributions to which stockholders
would otherwise be entitled.

May 14, 2013

Page 2

Response 1: In response to the Staff’s comment,
the Fund has included the requested disclosure on the cover page of the prospectus that makes up a part of the Registration Statement.

Comment 2: Please include a table that provides
the following information regarding conditional fee waiver expenses incurred by the Fund’s Advisers pursuant to the conditional
fee waiver agreement, as well as information relating to the Fund’s ability to reimburse the Advisers for such payments:
(a) dates and amounts of fees waived; (b) operating expense ratio as of the date the fee waiver obligation was incurred; (c) annual
distribution rate as of the date the fee waiver obligation was incurred; and (d) expiration of the fee waiver.

Response 2: In response to the Staff’s comment, the Fund has included the requested table on page 120 of the Registration
Statement.

Comment 3: The conditional fee waiver agreement
provides that any repayment of waived fees shall be made within a period not to exceed three (3) years from the end of the fiscal
year in which the waiver of such waived fees is made. Please amend the agreement to reflect that this three (3) year period will
commence at the time each fee waiver is made, presumably on a quarterly basis.

Response 3: In response to the Staff’s comment, the Fund has amended the conditional fee waiver agreement to provide
that the period during which repayment of waived fees must be made will commence at the time each fee waiver is made, rather than
the last quarter in which fees were waived. Accordingly, the Fund has revised the disclosure in the Registration Statement, reflected
on page 16 thereof.

Comment 4: Please revise the disclosure with respect
to distributions paid by the Fund to include disclosure reflecting the following: (a) the Fund may fund cash distributions to stockholders
from any sources of funds available to the Fund including fee waivers from the Advisers that may be subject to repayment to them;
(b) the conditional fee waiver agreement is intended to avoid such distributions from being characterized as returns of capital
for U.S. federal tax purposes; (c) the Fund has not established limits on the amount of funds it may use from available sources
to make distributions; (d) the Fund may fund distributions in the future with fee waivers under the conditional fee waiver agreement;
(e) a description of the term of the conditional fee waiver agreement; and (f) the dollar amount and percentage of the distributions
paid in 2012 that were made based on the conditional fee waiver agreement.

Response 4: In response to the Staff’s comment,
the Fund has included the requested disclosure on pages 16 and 58-59 of the Registration Statement.

Comment 5: Please disclose, based on an analysis
under FAS 5, whether potential reimbursements under the conditional fee waiver agreement need to be disclosed as a current liability
of the Fund.

Response 5: The Fund has reviewed and analyzed the accrual and disclosure requirements under FASB Accounting Standards
Codification Topic 450 (“ASC 450”), formerly Financial Accounting Standards No. 5. ASC 450 defines a “contingency”
as an existing condition, situation, or set of circumstances involving uncertainty as to possible gain (gain contingency) or loss
(loss contingency) to an entity that will ultimately be resolved when one or more future events occur or fail to occur. The Fund’s
analysis began with a determination of the likelihood that the Fund will incur a material loss, which likelihood can be categorized
in three ranges – remote, reasonably probable, and probable.

May 14, 2013

Page 3

Potential reimbursements under the conditional fee waiver
agreement cannot either be reasonably determined as to their likelihood or reasonably estimated, as both factors are based upon
unresolved matters of fact and future events that are currently undeterminable. In particular, the Fund’s future returns
are based upon multiple inputs that are currently undeterminable including, but not limited to, proceeds received from the ongoing
public offering, investment performance, and cost of debt. Further, even in the event that the Fund’s returns are substantial
enough to warrant the potential reimbursement of such waived fees, any potential reimbursement is subject to the approval of the
Fund’s board of directors, which approval cannot be guaranteed.

Based on its review of the facts and circumstances, the Fund
has concluded that the likelihood of a material loss is “reasonably probable” as it falls in the range between “remote”
and “probable,” as defined in ASC 450. However, because the Fund is unable to estimate the amount of the range of reasonable
possible fee reimbursements (losses); it cannot make an accrual in its financial statements. The Fund will, however, provide disclosure
about the contingency that allows users of the financial statements to evaluate the magnitude of the matter. The Fund also undertakes
to include such disclosure in future periodic filings made with the Commission.

Additionally, the Fund will continue to evaluate whether
the amounts are probable, reasonably probable, or remote, and update its disclosure in future filings as necessary.

Comment 6: The Fund’s December 31, 2012
financial statements reflect a waiver of administrative expenses in the amount of $438,000 for the year ended December 31, 2012.
Please explain whether this waiver was pursuant to the conditional fee waiver agreement and if it is subject to reimbursement in
accordance with the terms thereof.

Response 6: The administrative expenses were not waived pursuant to the conditional fee waiver agreement, but, rather,
the Advisers agreed to waive their administrative expenses for each individual quarter. The waived administrative expenses are,
therefore, not subject to reimbursement pursuant to the terms of the conditional fee waiver agreement and are not subject to reimbursement
pursuant to any other agreement.

Comment 7: Please note that any future disclosure
in the Fund’s financial statements, as well as any future press releases or marketing materials, should be revised to reflect
the comments discussed with respect to the Fund’s distributions and the effect of the conditional fee waiver agreement.

Response 7: The Fund acknowledges the Staff’s
comment and undertakes to make such disclosure in future financial statements, press releases and marketing materials.

Comment 8: In the fee and expenses table on page
19 of the Registration Statement, please confirm that the total annual expenses ratio of 5.25% is based on the gross amount and
does not include any waiver of fees under the conditional fee waiver agreement. Also, please confirm that an estimated annual expenses
ratio of 5.25% is appropriate based on the Fund’s total expenses and outstanding assets. Finally, please explain why the
Fund’s estimate that it will raise $300 million in gross proceeds during the following twelve months is reasonable based
on the results of its capital raising efforts during the past twelve months.

May 14, 2013

Page 4

Response 8: The Fund confirms that the total annual
expenses ratio of 5.25% is based on the gross amount of expenses, including fees, and does not include any waiver of the base management
fees under the conditional fee waiver agreement.

The Fund also confirms that, based upon the projected proceeds
from the ongoing public offering of $300 million during the following twelve months, the 5.25% total annual expenses ratio is appropriate
given the Fund’s projected expense levels and level of outstanding assets over that same period.

The Fund believes that $300 million is a reasonable estimate
for gross proceeds during the following twelve months as Hines Securities, Inc., the Fund’s dealer manager (the “Dealer
Manager”), experienced numerous delays in marketing the Fund to potential investors in the previous twelve months, which
delays caused the amount of proceeds raised in the previous twelve months to be significantly lower than was originally anticipated
and is projected for the following twelve months. Although the Fund was declared effective on June 4, 2012, the Dealer Manager’s
wholesale marketing efforts for broker dealers were not commenced until January 2013. The delay was largely due to the delay in
the Dealer Manager’s receipt of a due diligence report from a major reputable firm, which was a necessary precursor to the
Dealer Manager gaining access to various broker dealer firms to commence the marketing of the Fund. The report was finally received
in late August 2012. Secondly, the Dealer Manager received, and was required to respond to, multiple rounds of comments on the
Fund’s marketing materials from FINRA, which materials were finally approved in late November 2012. Both of these significant
hurdles, which are considered one-time milestones, delayed the commencement of the Fund’s marketing strategy.

In April 2013, the Dealer Manager signed agreements with
two large securities firms, representing approximately 25% of the Fund’s current total population of financial advisers that
it has signed. Further, the Dealer Manager has recently begun due diligence with one of the larger broker dealer firms and anticipates
that it will sign an agreement with such firm within 60 days. The broker dealer anticipates that this new relationship will substantially
contribute to the Fund’s capital raising success. Additionally, other broker dealer firms have indicated that once the Dealer
Manager begins to raise additional proceeds and / or sign the larger securities firms, they, too, will commence due diligence and
bring the Fund onto their respective platform.

Lastly, the Dealer Manager has significant experience in
marketing and selling retail securities through its network of over 130 broker dealer firms for its two non-traded REITs, Hines
REIT and Hines Global REIT; both of which offerings have been successful. Through this network,
the Dealer Manager has successfully executed and established a track record of raising approximately $500 million per year for
the past eight years. The Fund believes that the Dealer Manager’s previous experience will contribute
positively to the Fund’s selling efforts in the future.

Based on the foregoing, the Fund believes that it is reasonable
to estimate $300 million of gross proceeds during the following twelve months.

Comment 9: Please include disclosure on the cover
page of the prospectus to reflect the Fund’s strategy and the quality of its assets, including, specifically, a reference
to “junk” investments. Please also include a reference to “junk” investments in the summary section entitled
“Our Investment Objective and Strategies.”

May 14, 2013

Page 5

Response 9: In response to the Staff’s comment,
the Fund has included the requested disclosure on the cover page of the prospectus that makes up a part of the Registration Statement.

Comment 10: Please include disclosure on the cover
page of the prospectus to specify whether the segregated account in which subscription payments are placed pending release at the
next scheduled closing is interest-bearing or non-interest bearing.

Response 10: In response to the Staff’s comment,
the Fund has supplemented the disclosure on the cover page of the prospectus that makes up a part of the Registration Statement
to specify that the segregated account in which subscription payments are placed pending release at the next scheduled closing
is an interest-bearing account.

Comment 11: Please include summary risk factors
on page 5 of the Registration Statement regarding “junk” investments and the risk that there may be instances where
the Fund’s Advisers have collected a fee on an investment that provides for PIK interest, and
such investment fails, in which instance, the Advisers would not be required to re-pay the fee that they received with respect
to such investment.

Response 11: In response to the Staff’s comment, the Fund has included the requested disclosure on page 5 of the
Registration Statement.

Comment 12: In the summary risk factor on page
5 regarding future distributions representing a return of capital, please include a definition of return of capital.

Response 12: In response to the Staff’s comment, the Fund has revised the disclosure on page 4 of the Registration
statement to include a definition of return of capital.

Comment 13: Please disclose whether the Fund has
a policy regarding the terms and maturity dates of investments in which it invests. If so, please disclose the policy. If no maturity
policy exists, please state so.

Response 13: The Fund does not have a defined policy regarding the terms of the maturity dates of the investments in
which it invests. However, both the Fund’s sub-adviser, through both its evaluation of suitable investment opportunities
and ongoing evaluation of the Fund’s portfolio, and the adviser’s Investment Committee, through its review of investment
materials, will consider the Fund’s overall diversification strategy, pursuant to which the Fund seeks to diversify its portfolio
broadly by considering a number of differentiating factors, including investment maturities.

Further, as described in the Registration Statement, although
the Fund expects that its debt investme

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2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056-6118

May 14, 2013

VIA EDGAR AND FEDEX

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Edward P. Bartz

 Re: HMS Income Fund, Inc. — Post-Effective Amendment No. 5 to Registration Statement on Form
N-2, File No. 333-178548 (the “Registration Statement”)

On behalf of HMS Income
Fund, Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, I hereby request acceleration of the effective date of the Registration Statement to 4:30 p.m. Eastern Time on May
14, 2013, or as soon thereafter as is practicable.

The disclosure in the
referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission
(the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant
represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further
acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any
questions concerning this request, please contact me at (888) 220-6121 or, our counsel, John A. Good, Esq. at Bass, Berry &
Sims PLC at (901) 543-5901.

Sincerely,

HMS INCOME FUND, INC.

By: /s/ Ryan T. Sims

Name:	Ryan T. Sims

Title: Chief Financial Officer
and Secretary

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Correspondence

 John A. Good

PHONE:

 FAX:

E-MAIL:

 (901) 543-5901

 (888)
543-4644

 jgood@bassberry.com

 The Tower at Peabody Place
100 Peabody Place, Suite 900

Memphis, TN 38103-3672

(901) 543-5900

 June 4, 2012

 Edward P. Bartz

 Staff Attorney

 U.S. Securities and Exchange Commission

 Division of Investment Management

100 F Street, NE

 Washington, DC 20549

Re:
HMS Income Fund, Inc.

Registration Statement on Form N-2, as amended

File No. 333-178548

 Dear
Mr. Bartz:

 On behalf of HMS Income Fund, Inc. (the “Company”) and in response to the oral
comments received from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on June 1, 2012, via teleconferences, relating
to the Company’s Registration Statement on Form N-2, as amended (File No. 333-178548) (the “Registration Statement”), we submit this letter containing the Company’s responses to the Staff’s comments. For
your convenience, we have set forth below the Staff’s comment followed by the Company’s response in bold.

Comment: The Staff does not believe that the assumption set forth in paragraph 6 of the Opinion of Venable LLP, included as
Exhibit (l) of the Pre-Effective Amendment No. 3 to the Registration Statement, is appropriate given the purpose of the legal opinion. Please either delete or explain to the Staff the reason for the inclusion of this assumption.

Response: The Company acknowledges the Staff’s comment and, in accordance with its discussions with the Staff, has
modified the assumption previously set forth in paragraph 6 of the Opinion of Venable LLP. A new opinion issued by Venable LLP has been filed as an exhibit to Pre-Effective Amendment No. 4 to the Registration Statement
(“Amendment No. 4”).

 Comment: Please confirm that the Company’s
independent accounting firm, Grant Thornton LLP, has authorized the use of the Consent of Independent Registered Public Accounting Firm dated May 31, 2012, filed as Exhibit (n)(2) to the Pre-Effective Amendment No. 3 to the Registration
Statement filed on May 31, 2012.

 Response: The Company has confirmed with its independent accounting firm,
Grant Thornton, LLP, that the Company is permitted to use the Consent of Independent Registered Public Accounting Firm dated May 31, 2012, filed as Exhibit (n)(2) to the Pre-Effective Amendment

 June 4, 2012

Page 2

No. 3 to the Registration Statement, and that a new consent of independent registered public accounting firm is not required to be filed as an exhibit to Amendment No. 4.

 Comment: Please include a definition of “gross assets” in the Registration Statement, which
definition specifically indicates whether such term includes cash and cash equivalents.

 Response: The
Company has included the definition of “gross assets” on pages 15 and 98 of Amendment No. 4 and has specifically indicated that the term “gross assets” includes cash and cash equivalents.

Comment: Please confirm that the cover page of the prospectus to be filed pursuant to Rule 497 of the Securities Act of
1933, as amended, will be in 10 point font.

 Response: The Company confirms that the cover page of the
prospectus to be filed pursuant to Rule 497 of the Securities Act of 1933, as amended, will be in 10 point font.

 Should
you have any questions, please contact me via phone at (901) 543-5901 or via email at jgood@bassberry.com.

 Sincerely,

 /s/ John A.
Good

John A. Good

January 13, 2012        John A. Good, Esq. Bass, Berry & Sims PLC 100 Peabody Place, Suite 900 Memphis, Tennessee 38103-3672   Re: HMS Income Fund, Inc.  File Nos. 333-178548 and 814-00939  Dear Mr. Good:   On December 16, 2011, you filed a registra tion statement on Form N-2 for common
shares of HMS Income Fund, Inc. (the "Fund"),  a business development company.  We have
reviewed the registration statem ent and have provided our comments below.  For convenience,
we have generally organized our comments usi ng headings, defined terms and page numbers
found in the registration statement.   Where a comment is made in one location, it is applicable to
all similar disclosure appearing elsewhere in th e registration statement.  Our accounting staff will
contact you directly and provide you with their financial statemen t and other accounting-related
comments.
PROSPECTUS

Front Cover

1. The first paragraph on the Front Cover states  that the Fund's investment objective is to
generate both current income and the potential for long-term capital ap preciation.  Since the
name of the Fund is the HMS Income Fund, please revise this disclosure  to clarify that the
generation of income is the Fund's primary investment objective. See
 Section 35(d) of the
Investment Company Act of 1940 (the "1940 Act").

2. Disclosure in the second paragraph states  that, immediately prior to the commencement
of the offering, the Fund will acquire through a merger HMS Income LLC, which owns the Fund's initial portfolio, in exchange for shares of  common stock of the Fund to be issued to an
affiliate of Hines Interests Limited Partnership and an unaffiliated investor who are the members
of HMS Income LLC.  Elsewhere in the registrati on statement (page 2), it is disclosed that the
initial portfolio was purchased fr om Main Street, which is the s ub-advisor to the Fund.  Please

John A. Good, Esq.
January 13, 2012 Page 2   provide an analysis of these transactions  under Section 57 of the 1940 Act, including a
discussion of whether an exemption from the provisions of this S ection is necessary.
Additionally, please file the merger agreement as an exhibit to the registration statement.  See

Item 25.2.k of Form N-2 (copies of material contracts that are to be performe d in whole or in part
at or after the date of the fili ng of the registration statement).
 3. Please disclose the procedures to be used for valuing the in itial portfolio that will be
acquired by the Fund through the merger.  In additi on, please inform us in your response whether
a properly-constituted board (with a majority of non-interested members) will pass on the
valuation of the initial portfolio.  4. Footnote (2) to the table refers to the es timated 1.5% in offering expenses "we would
incur" in connection with this offering.  Since al l offering expenses are paid either directly or
indirectly by shareholders, please revise th e footnote by eliminating the term "we" when
referring to the payment of these expenses.
Prospectus Summary — The Company (Page 2)

5. The third paragraph of this section discu sses the initial portfolio that the Fund will
acquire.  For each investment in the initial portfoli o, please disclose, either  within the description
of the securities in the Schedule of Investments or as a narrative,  the following information for
the past three years:

 Whether the investment is on pa rtial or non-accrual of income;
 if the security is on partial or non-accrual of  income, a full descrip tion of the reasons why
income is not being accrued at the full coupon rate;
 whether there has been a material change to the creditworthiness of the borrower;
 whether the type of income being accrued is cash, non-cash (original issue discount or
payment in kind), or a co mbination of types; and
 whether the investment has been  restructured in a ny way since its initia l offering, such as
a change in interest rate, matur ity date, or type of interest.
 6. Please include an audited Special Purpose Schedule of Investments (based on AU 623
Special Purpose Financial Presentations) in the prospectus.
Prospectus Summary — Ri sk Factors (Page 3)

7. The eleventh bullet point in this section describes the type s of investments in which the
Fund will invest.  Please provide the Fund's po licies with regard to the credit rating and
maturities of its debt securities.  Additionally, please include the term "junk bonds" to refer to debt securities rated below inve stment grade, and describe the speculative nature of these types
of investments.

John A. Good, Esq.
January 13, 2012 Page 3
Prospectus Summary — Share Repurchase Program (Page 12)

8. This section states that, "[b]eginning 12 months after holding our initial closing, we
intend  to commence a share repurchase program pursuant to which we will conduct quarterly
share repurchases to allow our stockholders to se ll their shares back to us." (Emphasis added.)
Please revise the above disclosure to state that there is no assurance the Fund's board will decide
to conduct a share repurchase, and that it will be  conducted only when the board determines it is
in the best interest of the Fund to repurchase shares.
 9. Please revise the disclosure in this sec tion in accordance with the guidance on issuer
repurchases set forth in Guide 2 to Form N-2.  10. The first paragraph in this section states that  the repurchase price per share to be paid by
the Fund to the stockholder will be equal to the net asset valu e per share of the shares as
disclosed in the Fund's most recent periodic report  filed with the SEC.  This may result in the
Fund repurchasing shares at a net asset value that is several months old, and significantly higher
than the actual current net asset va lue of Fund shares.  Please expl ain to us why it is appropriate
for shareholders who do not par ticipate in the share repurchas e to have the Fund repurchase
shares at a significant premium to their current net asset value.
Prospectus Summary — Investme nt Advisory Fees (Page 13)

11. The first paragraph of this section stat es that the Fund's management fee will be
calculated at an annual rate of 2.0%  of average gross assets.  Plea se also provide the management
fee as a percentage of average net assets.  See
 Instruction 1 to Item 9.b(3) of Form N-2.
 12. The fourth paragraph of this section states  that the Adviser will be entitled to a
subordinated liquidation incentive fee equal to 20% of the net pr oceeds from the liquidation of
the Fund in excess of adjusted capital.  Pleas e disclose why the subordinated liquidation
incentive fee is necessary and why the additiona l services, if any, are not already compensated
by the three other fees in cluded in the Advisory Agreement.  In addition, please explain to us
why the fee does not create a conflict of interest  for the Adviser, in th at it may provide an
incentive to liquidate the Fund.  Also, please explain to us ho w this subordinated liquidation
incentive fee is consistent with Section 205 of the Investment Advisers Act.  We may have
additional comments after the Fund files the Ad visory Agreement as an exhibit to this
registration statement.
Prospectus Summary — Di stributions (Page 15)

13. This section states that a portion of the Fund's distributions  may represent a return of
capital to the Fund's investors.  Please discuss the short term a nd long term tax implications for
investors of distributions of a return of capital.

John A. Good, Esq.
January 13, 2012 Page 4
Fees and Expenses (Page 17)

14. The sales load to dealer manager caption re flects that 10% of the offering price will be
paid to the dealer manager.  Please confirm to us that the Fund's FINRA examiner has
determined that the Fund's sales load should not be deemed to be excessive compensation.

15. The Example shows the expenses a shareholde r would incur on an investment in the Fund
of $2,500.  Please revise the Example to show the expenses a shareholder would incur on a
$1,000 investment in the Fund.  See
 Item 3.1 of Form N-2.

16. Footnote (2) to the table provides that the A dviser will be responsible for the payment of
organization and offering expenses to the exte nt they exceed 1.5% of the aggregate gross
proceeds from offerings of common stock during th e offering period.  Please include in footnote
(2) an estimate of the following:
 the size of the offering in dollars and shares;
 the total offering costs in do llars and costs per share;
 the offering costs expected to be paid by the Adviser in dollars and costs per
share; and
 the offering costs expected to be pa id by the Fund in costs per share.

17. Footnote (4) to the table stat es the amount of the Fund's annual expenses is based on the
assumption that the Fund will sell $150 million wo rth of its common stock in this offering.
Please explain to us the basis for this estimate.
Risk Factors — Risks Relating to th is offering and Our Common Stock — Certain
provisions of our charter and bylaws as we ll as provisions of the Maryland General
Corporation Law could deter takeover attempts  and have an adverse impact on the value of
our common stock.  (Page 47)

18. Disclosure in the first paragraph of this section states that the Fund's bylaws currently
contain a provision exempting from the Mary land Control Share Acquisition Act (the
"MCSAA") any and all acquisitions of shares of the Fund's stock, but that the Fund's board may
amend the bylaws to remove this exemption.  The staff of the Division of Investment
Management has taken the position that, if a bus iness development company fails to opt-out of
the MCSAA, its actions are inconsistent with Section 18(i) of the 1940 Act.  See
 Boulder Total
Return Fund, Inc. (SEC Staff No-Action Letter (Nov. 15, 2010)) http://www.sec.gov/divisions/investment/noact ion/2010/bouldertotalreturn111510.htm).  Please
explain to us why amending the Fund's bylaws to opt-in to th e provisions of the MCSAA is
consistent with the staff's position.

John A. Good, Esq.
January 13, 2012 Page 5
Management's Discussion and Analysis of Fi nancial Condition and Results of Operations
and the Company's Expected Operating Plans — Revenues (Page 56)
19. This section states that the Fund may generate revenue in th e form of fees for providing
managerial assistance in connection with its investments.  In your re sponse to this letter, please
address the issue of whether it is appropriate fo r the managers of BDCs to obtain fee income for
providing managerial assistance.  The legisla tive history of the Sma ll Business Investment
Incentive Act of 1980 indicates that it was the in tent of Congress to libe ralize the treatment of
venture capital investment companies to permit incentive compensation because of the
managerial assistance such managers provided sm all businesses.  BDC managers were permitted
to receive incentive compensation in the form of  an incentive fee (for external managers) or
stock options (in the case of inte rnal managers) to bring their e xpertise to fledgling or foundering
companies.  Please explain to us why it is approp riate for BDC managers or their affiliates to
receive both incentive compensation and fees for providing the assist ance that was the
justification for allowance of incentive compensation in the first place.
Management — Board of Directors and Executive Officers (Page 81)

20. Please disclose any directorships held by each of the Fund's directors during the past five
years.  See
 Item 18.6(b) of Form N-2.

Management — Corporate Leadership Structure (Page 83)

21. Please disclose in this section why the Fund ha s determined that its leadership structure is
appropriate given the specifi c characteristics or circumstances of the Fund.  See  Item 18.5(a) of
Form N-2.

Investment Advisory and Administrative Serv ices Agreement — Incent ive Fees (Page 90)

22. The third paragraph of this section discusse s the calculation of the subordinated incentive
fee.  Please provide a graphic pr esentation of the breakpoints relate d to this incentive fee in order
to clarify the various hurd le points and rates.

Notes to Unaudited Financial St atements — Note 2 (Page F-6)

23. Organizational and Offering Costs.   Disclosure in this section states that organizational
and offering costs have been recorded as a re duction to additional pa id in capital in the
accompanying balance sheet.  Since organization co sts are expensed as incurred, please explain
to us why these costs are recorded as a reduction of paid in capital.  See  FASB ASC 720-15-25-
1.  Additionally, please explain to us why a st atement of operations is not included in the
financial statements.

John A. Good, Esq.
January 13, 2012 Page 6   24. The Notes to the Financial Statements do not include disclosure  regarding material
related party transactions.  Pleas e provide this disclosure, includi ng identification of all advisory
and sub-advisory agreements.  See
 FASB ASC 850-10-50-1.

GENERAL COMMENTS

25. We note that portions of the filing are inco mplete.  We may have additional comments on
such portions when you complete them in pre- effective amendments, on disclosures made in
response to this letter, on info rmation you supply to us, or on exhi bits added in any pre-effective
amendments.  26. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective, in reliance on Rule 430A under the Securities
Act of 1933 (the "Securities Act"), please iden tify the omitted information to us, preferably
before filing the final pre-effective amendment.  27. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with  your registration statement.
 28. Responses to this letter should be in the fo rm of a pre-effective amendment filed pursuant
to Rule 472 under the Securities Act.   Where no change will be made in the filing in response to
a comment, please indicate this f act in a letter to us and briefl y state the basis for your position.
 29. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require to make an informed decision.  Since the Fund and its management are in possession of
all facts relating to  the Fund's disclosure, they are respons ible for the accuracy and adequacy of
the disclosures they have made.     Notwithstanding our comments, in the ev ent the Fund requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Trust from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 the Trust may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.

John A. Good, Esq.
January 13, 2012 Page 7    In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Investment Management in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities. We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.                * * * * * * *       Shou

CORRESP
1
filename1.htm

Correspondence Letter

 2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056-6118

 June 4, 2012

 VIA EDGAR AND FEDEX

United States Securities and Exchange Commission

Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549-4041

Attention: Edward P. Bartz

Re:
HMS Income Fund, Inc.

Registration Statement on Form N-2, File No. 333-178548

 On behalf of HMS Income Fund, Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the
effective date of the Registration Statement to 4:00 p.m. Eastern Time on June 4, 2012, or as soon thereafter as is practicable.

 The disclosure in the referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that
should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert
staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

 Should you have any questions concerning this request, please contact me at
(888) 220-6121 or, our counsel, John A. Good, Esq. at Bass, Berry & Sims PLC at (901) 543-5901.

 Sincerely,

HMS INCOME FUND, INC.

By:

/s/ Ryan T. Sims

 Name: Ryan T. Sims

Title: Chief Financial Officer and Secretary

CORRESP
1
filename1.htm

Correspondence Letter

 John A. Good

 PHONE:  (901) 543-5901
FAX:        (888) 543-4644
E-MAIL: jgood@bassberry.com

 The Tower at Peabody Place

 100 Peabody Place, Suite 900

 Memphis, TN 38103-3672

(901) 543-5900

 May 31, 2012

Edward P. Bartz

 Staff Attorney

U.S. Securities and Exchange Commission

Division of Investment Management

 100 F Street,
NE

 Washington, DC 20549

Re:
HMS Income Fund, Inc.

Registration Statement on Form N-2, as amended

 File No. 333-178548

 Dear Mr. Bartz:

On behalf of HMS Income Fund, Inc. (the “Company”) and in response to the oral comment received from the staff of
the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on May 9 and May 11, 2012, via teleconferences, relating to the Company’s
Registration Statement on Form N-2, as amended (File No. 333-178548) (the “Registration Statement”), we submit this letter containing the Company’s response to the Staff’s comment. For your convenience, we have
set forth below the Staff’s comment followed by the Company’s response in bold.

 Comment: The
Commission acknowledges the Company’s modification of the disclosure regarding the inability to collect payment-in-kind (“PIK”) interest, partially or in its entirety, in the event that the debt principal for such
investment is not paid in full. In addition, please disclose that if the Company’s investment adviser has collected a fee on an investment that provides for PIK, and such investment fails, the Company’s investment adviser would not be
required to re-pay the fee that it received with respect to such investment.

 Response: The Company
acknowledges the Staff’s comment and has included the requested disclosure on pages 41 and 64 of the Registration Statement. The disclosure provides that if the Company’s investment adviser has collected a fee on an investment that
provides for PIK, and such investment fails, the Company’s investment adviser would not be required to re-pay the fee that it received with respect to such investment.

 bassberry.com

 May 31, 2012

 Page 2

 Should you have any questions, please contact me via phone at
(901) 543-5901 or via email at jgood@bassberry.com.

 Sincerely,

/s/ John A.
Good

John A. Good

CORRESP
1
filename1.htm

Acceleration Request

 2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056-6118

 May 31, 2012

 VIA EDGAR AND FEDEX

United States Securities and Exchange Commission

Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549-4041

Attention: Edward P. Bartz

Re:
HMS Income Fund, Inc.

Registration Statement on Form N-2, File No. 333-178548

 On behalf of HMS Income Fund, Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the
effective date of the Registration Statement to 10:00 a.m. Eastern Time on June 1, 2012, or as soon thereafter as is practicable.

 The disclosure in the referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that
should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert
staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

 Should you have any questions concerning this request, please contact me at (888) 220-6121 or, our counsel, John A. Good, Esq. at Bass, Berry & Sims PLC at (901) 543-5901.

Sincerely,

HMS INCOME FUND, INC.

By:

 /s/ Charles N. Hazen

Name:

Charles N. Hazen

Title:

Chairman of the Board and Chief Executive Officer

CORRESP
1
filename1.htm

Correspondence Letter

 John A. Good

PHONE:        (901) 543-5901

 FAX:            (888) 543-4644

E-MAIL:        jgood@bassberry.com

 The Tower at Peabody Place

 100 Peabody Place, Suite 900

 Memphis, TN 38103-3672

(901) 543-5900

 April 27, 2012

 Chad Eskildsen

 Staff
Accountant

 U.S. Securities and Exchange Commission

 Division of Investment Management

 100 F Street, NE

Washington, DC 20549

Re:
HMS Income Fund, Inc.

 Registration Statement on Form N-2

 Filed
December 16, 2011

 File No. 333-178548

Dear Mr. Eskildsen:

 On
behalf of HMS Income Fund, Inc. (the “Fund”) and in response to oral comments received from the accounting staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) on March 29, 2012, via teleconference, relating to the Fund’s Registration Statement on Form N-2, as amended (File No. 333-178548) (the “Registration
Statement”), we submit this letter containing the Fund’s responses to the Staff’s oral comments. For your convenience, we have set forth below the Staff’s comment followed by the Fund’s response in bold.

Comment 1: Please include the maturity date for each investment included in the table of investments on pages 2 and 78 of
the prospectus.

 Response 1: In response to the Staff’s comment, the Fund has revised the
table of investments on pages 2 and 82 of the prospectus to include the maturity date of each investment.

 Comment
2: Please revise the first sentence of the first complete risk factor included on page 32 to provide “Under generally accepted accounting principles….”

 Response 2: In response to the Staff’s comment, the Fund has revised the first sentence of the first complete risk factor included on page 34 to provide as follows: “Under generally
accepted accounting principles, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value, as determined by our board of directors.”

Comment 3: Please delete footnote number 1 on page F-3 or, in the alternative, specify which debt investments are income
producing and which are not income producing.

 bassberry.com

 April 27, 2012

  Page
 2

 Response 3: In response to the Staff’s comment, the Fund has deleted
footnote number 1 on the schedule of investments, set forth on page F-7.

 Comment 4: Please include a
footnote to the schedule of investments set forth on page F-3 to disclose the dollar amount of any income generated by the investments that provide for PIK.

 Response 4: Please see the Fund’s December 31, 2011 financial statements. In response to the Staff’s comment, the Fund has revised the schedule of investments set forth on page
F-7 to include footnote seven disclosing the dollar amount of income generated by the investments that provide for PIK.

Comment 5: Please delete the references to the Audit and Accounting Guide for Investment Companies issued by the American
Institute of Certified Public Accountants (the “AICPA Guide”) contained in Note 2 on page F-4.

 Response
5: In response to the Staff’s comment, the Fund has revised the first paragraph of Note 2 on page F-8 to delete the references to the American Institute of Certified Public Accountants (the “AICPA Guide”).

Comment 6: On page F-9, in discussing the valuation of portfolio investments, the Fund provides that the Fund “will
use the value determined by the yield analysis as the fair market value for that security; however, because of the Company’s general intent to hold its loans to maturity, the fair value will not exceed the face amount of the debt
security.” Please explain what would restrict a security from being valued at a premium.

 Response 6: The Fund
regularly monitors and reviews the valuations of investments in the portfolio. The Fund’s portfolio contains six lower middle market (LMM) debt investments, none of which contain prepayment penalties. The valuation of the LMM
investments is based largely upon unobservable inputs, including the borrower’s credit quality, specific loan performance and market interest rates for the specific investment. Assuming an LMM borrower is outperforming underwriting
expectations, a market participant would expect the borrower to most likely prepay or refinance the borrowing at a lower rate. Given this, we do not believe that a market participant would pay a premium for the LMM
investments. Additionally, since it is the Fund’s intention to hold the LMM debt investments to repayment, we believe that if the Fund’s valuations of the debt securities were valued in excess of the face amount, it would be
misleading to investors. Therefore, we do not believe that the fair value of the LMM investments should exceed the face amount of the investment. We believe that this valuation methodology is generally accepted and applied practice for this
type of investment held by a business development corporation.

 Comment 7: On page F-7, the majority of the
investments in the Fund’s investment portfolio are classified as Level 2 investments. Please explain how this determination was made.

 Response 7: Please see the disclosure on page F-14 of the Fund’s December 31, 2011 financial statements. The Fund’s portfolio is comprised of seventeen debt investments, including
eleven over-the-counter debt securities valued at $11.9 million and six lower middle market (LMM) investments, valued at $4.5 million. The over-the-counter debt securities are valued based upon quoted prices for identical or similar assets in
non-active markets. Given that they are valued based upon observable inputs, these investments are classified as Level 2 investments. The LMM debt investments are classified as Level 3 investments, because their valuation is based largely upon
unobservable inputs. The unobservable inputs considered in the valuation of the LMM securities are disclosed in the audited financial statements included in the Registration Statement.

 April 27, 2012

  Page
 3

 Comment 8: Please confirm that the estimates of expenses set forth in
Item 27 on page C-2 are reasonable estimates of fees for an offering of this size.

 Response 8: The Fund
acknowledges the Staff’s comment. Based on the size of the offering, which is $1.5 billion, the Fund confirms that the maximum amount of expenses that could be incurred in connection with this offering, $22.5 million (or 1.5% of gross
proceeds), is a reasonable estimate of expenses and consistent with the estimates of expenses by other issuers of public non-listed BDC and REIT securities.

 Should you have any questions, please contact me via phone at (901) 543-5901 or via email at jgood@bassberry.com.

Sincerely,

 /s/ John A. Good

John A. Good

CORRESP
1
filename1.htm

Correspondence Letter

 John A. Good

 PHONE: (901) 543-5901

FAX: (888) 543-4644

E-MAIL: jgood@bassberry.com

 The Tower at Peabody Place

 100 Peabody Place, Suite 900

 Memphis, TN 38103-3672

(901) 543-5900

 April 27, 2012

 Edward P. Bartz

 Staff Attorney

 U.S. Securities and

 Exchange Commission

 Division of Investment

 Management

 100 F Street, NE

 Washington, DC 20549

Re:
HMS Income Fund, Inc.

 Registration Statement on Form N-2, as amended

 File
No. 333-178548

 Dear Mr. Bartz:

 On behalf of HMS Income Fund, Inc. (the “Company”) and in response to oral comments received from the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) on April 4, 2012, via teleconference, relating to the Company’s Registration Statement on Form N-2, as amended (File
No. 333-178548) (the “Registration Statement”), we submit this letter containing the Company’s responses to the Staff’s comments. For your convenience, we have set forth below the Staff’s comment followed
by the Company’s response in bold.

 Comment 1: With respect to comment 2 of the Staff’s oral
comments given on February 3, 2012, although the Staff acknowledges the Company’s position, it does not agree with the Company’s response. After having reviewed relevant authority and legislative history, the Staff still believes that
a merger is an event in which gain is not realized. As such, an adviser should not receive an incentive fee where assets have not been sold. Please remove the third component of the Company’s incentive fee, the subordinated liquidation
incentive fee. Additionally, if still applicable after removing the subordinated liquidation incentive fee, revise the definition of “adjusted capital” to clarify what it encompasses.

Response 1: The Company acknowledges the Staff’s comment. The Company has removed the subordinated liquidation
incentive fee from the Registration Statement. Additionally, in accordance with previous discussion with the Staff, the Company has revised the incentive fee on capital gains so that it is earned on realized capital gains from the portfolio of the
Company, whether during operations or upon liquidation in a cash transaction. The Company has made conforming changes to the Investment Advisory and Management Services Agreement and in the audited financial statements. In making the foregoing
revisions, the Company has reviewed the current definition of “adjusted capital” and has determined that a modification to such definition is not necessary as a result of the elimination of the subordinated liquidation incentive fee or the
revision to the incentive fee on capital gains.

 bassberry.com

 April 27, 2012

  Page
 2

 Comment 2: On page 94 of the Registration Statement, please provide an
explanation of footnote (1), which provides “(1) As illustrated in Year 3 of Alternative 2 above, if the Company were to be wound up on a date other than December 31st of any year, the Company may have paid aggregate capital gains
incentive fees that are more than the amount of such fees that would be payable if the Company had been wound up on December 31 of such year.”

 Response 2: The Company acknowledges the Staff’s comment and, after further review of the footnote in question, has determined that said footnote is not necessary. As such, footnote
(1) on page 102 of the Registration Statement has been deleted.

 Comment 3: With respect to comment 10
set forth in the comment letter from the Staff dated January 30, 2012, please revise the share repurchase price so that shares are repurchased at net asset value, which net asset value will have been determined within 48 hours of the repurchase
date.

 Response 3: The Company acknowledges the Staff’s comment and has revised the
Registration Statement on pages 13, 14, 48, 117, 118, 147 and 149 to indicate that the Company will repurchase shares at a price per share equal to the net asset value per share, as determined within 48 hours of the date of repurchase.

 Comment 4: Please revise the diagram on pages 9 and 69 of the Registration Statement to indicate
that the sub-adviser has a written contract with the Company.

 Response 4: The Company
acknowledges the Staff’s comment and has revised the diagram on pages 10 and 74 of the Registration Statement to reflect the fact that the sub-adviser has a written contract with the Company.

Comment 5: The Registration Statement describes the Company as collecting the subordinated incentive fee on income on a
quarterly basis, as well as payment-in-kind (“PIK”) interest on certain investments. Because it is possible that an investment that provides for PIK could go bad after the adviser has collected a fee on it, please provide additional
disclosure regarding this possibility.

 Response 5: The Company acknowledges the Staff’s
comment and has updated the disclosure on page 65, as well as adding language to the “Our investments in prospective portfolio companies may be risky, and could lose all or part of our investment” risk factor on page 42 of the Registration
Statement indicating that if the debt principal is not paid in full, the PIK interest will likely be partially or wholly uncollectible.

 Comment 6: Because Main Street Capital Corporation, a registered investment adviser, is the parent of Main Street Capital Partners, LLC, the Company’s sub-adviser and presumably a
registered investment adviser, Main Street Capital Corporation will need to seek exemptive relief in order to own Main Street Capital Partners, LLC.

 Response 6: Please be advised that Main Street Capital Corporation has been in discussions with Jim Curtis of the Office of the Chief Counsel in the Division of Investment
Management with respect to its request for no-action relief under Section 12(d)(3) of the Investment Company Act of 1940 relating to the need for Main Street Capital Partners, LLC, the Company’s
sub-adviser, to register under the Investment Adviser’s Act of 1940 (the “Advisers Act”) and the related issue of the need relief under Section 12(d)(3) for Main Street Capital
Corporation. Based on discussions to date, Main Street Capital Corporation believes that there is a reasonable possibility that it be able to obtain the requested no-action relief prior to the effective

 April 27, 2012

  Page
 3

date of the Company’s Form N-2 registration statement (“Effectiveness”) . In the event that such no-action relief is not obtained prior
to Effectiveness, Main Street Capital Corporation, which is registered as an investment adviser under the Investment Advisers, will serve as the Company’s sub-adviser until such time that Main Street Capital
Corporation (i) has received such requested no-action relief or (ii) obtained exemptive relief under Section 12(d)(3) of the Investment Company Act of 1940 with respect to its ownership of Main Street Capital Partners,
LLC. At the time of obtaining any such relief, Main Street Capital Partners, LLC will then act as the Company’s sub-adviser.

 As noted in the Company’s registration statement, Main Street Capital Partners, LLC is a wholly owned subsidiary of Main Street Capital Corporation and employs all of Main Street
Capital Corporation’s investment professionals. As a result, there is no substantive difference to the Company’s stockholders as whether Main Street Capital Corporation or Main Street Capital Partners, LLC acts as the
Company’s sub-adviser (i.e., the investment professionals are identical at both levels). The foregoing forms the basis for the no-action request currently under consideration by Mr. Curtis’s office. The only reason that Main
Street Capital Corporation does not want to continue to act as the sub-adviser to the Company is because the income generated thereby constitutes “bad” income for purposes of maintaining its status as a regulated investment
company under the Internal Revenue Code. As a result, and consistent with generally accepted tax planning solutions utilized for regulated investment companies under Subchapter M of the Internal Revenue Code, Main Street Capital
Corporation would prefer that its wholly owned subsidiary, Main Street Capital Partners, LLC, perform such function on a long-term basis.

 Please note that the investment sub-advisory agreement filed as Exhibit (g)(2) to the Company’s Form N-2 contemplates the foregoing arrangement (i.e., Main Street Capital Corporation acting
as the Company’s sub-adviser to the extent there are regulatory impediments in connection with Main Street Capital Partners, LLC doing so).

 Comment 7: Please include additional disclosure in the Registration Statement explaining how the co-investment program discussed in the Company’s exemptive relief application will work
if the relief is granted.

 Response 7: The Company acknowledges the Staff’s comment and has included disclosure
on pages 8, 70, 71 and 109 of the Registration Statement explaining the mechanics of the co-investment program discussed in the Company’s exemptive relief application if the request for exemptive relief is granted.

Should you have any questions, please contact me via phone at (901) 543-5901 or via email at jgood@bassberry.com.

Sincerely,

/s/ John A. Good

John A. Good

CORRESP
1
filename1.htm

Correspondence Letter

 The Tower at Peabody Place

 100 Peabody Place, Suite 900

 Memphis, TN 38103-3672

(901) 543-5900

March 15, 2012

 John A.
Good

 PHONE:  (901) 543-5901

 FAX:  (888) 543-4644

 E-MAIL:  jgood@bassberry.com

 Edward P. Bartz

Staff Attorney

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street, NE

 Washington, DC 20549

Re:
HMS Income Fund, Inc.

Registration Statement on Form N-2

 Filed December 16, 2011

 File No. 333-178548

Dear Mr. Bartz:

 On behalf
of HMS Income Fund, Inc. (the “Fund”) and in response to oral comments received from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) on February 3, 2012 via teleconference relating to the Fund’s Registration Statement on Form N-2, as amended (File No. 333-178548) (the “Registration Statement”) and the
Fund’s letter responding to the Staff’s comments set forth in the letter dated January 13, 2012, we submit this letter containing the Fund’s responses to the Staff’s follow-up comments. For your convenience, we have set
forth below the Staff’s comment followed by the Fund’s response in bold.

 Comment 1: We acknowledge
the Fund’s response to comment #2 set forth in the January 13, 2012 letter from the Staff. Please explain any on-going interest that Main Street Capital Corporation, an affiliate of the Fund’s sub-adviser, will have in the common
stock of the Fund after the commencement of the initial public offering.

 Response 1: A
description of the on-going interest of Main Street Capital Corporation (“Main Street”) in the common stock of the Fund is set forth on pages 1 and 100 of the prospectus. Per these disclosures, Main Street Capital
Corporation (“Main Street”) and an affiliate of Hines Interests Limited Partnership (the “Hines Investor”) have entered into a letter agreement pursuant to which the Hines Investor has
the right to sell to Main Street up to one-third of its equity interest in the Fund at a price per share equal to the then current price to the public in the offering (less the selling commissions and dealer manager fee of 10%) at the time of
exercise of the right. The right may be exercised from time to time, in whole or in part, subject only to the condition that immediately following Main Street’s purchase, Main Street’s ownership would not exceed the limits on investment
company ownership of other investment companies as set forth in the Investment Company Act of 1940, as amended. In addition, Main Street may in the future acquire additional equity interest in the Fund as it determines in its sole discretion,
subject to the above limits under the 1940 Act.

 March 15, 2012

 Page 2

 Comment 2: We acknowledge the Fund’s response to
comment #12 set forth in the January 13, 2012 letter from the Staff; however, please provide an explanation as to how a merger transaction, which is presumably a tax-free reorganization, would be an event in which capital gains are realized,
thereby permitting the Fund’s investment adviser to receive the subordinated liquidation incentive fee.

 Response
2: The Fund acknowledges that a merger transaction may take one of two forms: a cash merger, in which the Fund merges into another BDC or closed-end fund in exchange for cash consideration, and a stock merger, in which the Fund merges into
another BDC or closed-end fund in exchange for common stock in the other fund. There are also variations of stock mergers: Fund stockholders may receive shares that are listed on a national securities exchange (the registration of which is effected
on Form N-14) or Fund stockholders may receive shares in another unlisted BDC or closed-end fund. In the case of any merger of the Fund with and into another BDC or closed-end fund, the merger will be treated for state law purposes as if all the
assets of the Fund had been sold for the consideration stated and the Fund immediately liquidated and dissolved. If the consideration is cash to be received by Fund stockholders, then the capital gain incentive fee would be properly applied so long
as the Advisory Agreement provided for the payment of a capital gain incentive fee on either ordinary course of business asset sales and sales upon liquidation of the Fund.

In the case of a stock merger, the Fund acknowledges that there is no recognized gain or loss to stockholders if the merger qualifies
as a tax-free reorganization for federal income tax purposes. Moreover, in such event there is no financial accounting event to the Fund, insofar as it goes out of existence at the effective time of the merger. However, the acquiring entity is
required under generally accepted accounting principles (“GAAP”) to record the transaction at fair value, which could include intangible value for goodwill, going concern value, stockholder base and the like.
Therefore, we believe that capital gains (net of capital losses) on the entire portfolio are effectively “realized” at the time of merger due to the recordation by the successor in merger of those assets at then fair value.

Moreover, for federal tax purposes, under Section 368 of the Internal Revenue Code, while stockholders “realize” gain
under general principals of tax accounting, due to Section 368, such gain is not “recognized” but rather is deferred by means of a substituted tax basis in the shares received by stockholders. It is our belief that all publicly-traded
and externally managed BDCs utilize GAAP and financial statement accounting, and not federal income tax accounting, in determining incentive fees. Therefore, if securities are recorded by an acquiring BDC at fair value at the time of merger, the
gain created by the Fund would have effectively been realized by the Fund stockholders in the value of the shares received in the merger transaction. If no capital gain incentive fee could be collected by the investment adviser in such context, such
investment adviser would have created value for stockholders of the Fund for which the adviser would not be compensated. Furthermore, permitting the Fund to pay an incentive fee to the investment adviser upon the sale of a single investment in the
Fund’s investment portfolio, but not permitting the same upon a sale of the Fund’s entire investment portfolio through a merger or stock sale, is a distinction that is not supported by the terms of Advisers Act. For these reasons, we
believe that payment of an incentive fee upon any such merger would be within in the spirit of Section 305 of the Advisers Act.

 March 15, 2012

 Page 3

 Should you have any questions, please contact me via phone at
(901) 543-5901 or via email at jgood@bassberry.com.

Sincerely,

/s/ John A. Good

John A. Good

CORRESP
1
filename1.htm

Correspondence Letter

 John A. Good

PHONE:    (901) 543-5901

FAX:        (888) 543-4644

E-MAIL:    jgood@bassberry.com

 The Tower at Peabody Place

 100 Peabody Place, Suite 900

 Memphis, TN 38103-3672

(901) 543-5900

 January 30, 2012

 Edward P. Bartz

 Staff Attorney

 U.S. Securities and Exchange Commission

 Division of Investment Management

100 F Street, NE

 Washington, DC 20549

Re:
HMS Income Fund, Inc.

 Registration Statement on Form N-2

 Filed
December 16, 2011

 File No. 333-178548

Dear Mr. Bartz:

 As
counsel to HMS Income Fund, Inc., a Maryland corporation (the “Fund”), we are transmitting for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), Pre-Effective Amendment
No. 1 (“Amendment No. 1”) to the Fund’s Registration Statement on Form N-2 (File No. 333-178548) (the “Registration Statement”) and the Fund’s responses to the comments of the
Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated January 13, 2012.

For convenience of reference, each Staff comment in your January 13, 2012 comment letter is reprinted below in italics, numbered to
correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Fund.

 We
are providing to you a courtesy copy of this letter and a courtesy copy of Amendment No. 1 filed by the Fund on the date hereof, which has been marked to reflect changes made to the initial Registration Statement filed with the Commission on
December 16, 2011 (the “Blackline”). The changes reflected in Amendment No. 1 have been made in response to the Staff’s comments and for the purpose of updating and revising certain information in the
Registration Statement. All page references in our responses are to the pages of the Blackline. Capitalized terms used and not otherwise defined in this response letter that are defined in the Registration Statement shall have the meanings set forth
in the Registration Statement.

 PROSPECTUS

 Front Cover

 Comment 1: The first paragraph on the Front
Cover states that the Fund’s investment objective is to generate both current income and the potential for long-term capital appreciation. Since the name of the Fund is the HMS Income Fund, please revise this disclosure to clarify that the
generation of income is the Fund’s primary investment objective. See Section 35(d) of the Investment Company Act of 1940 (the “1940 Act”).

 January 30, 2012

  Page
 2

 Response 1:

In response to the Staff’s comment, the Fund has revised its investment objective on the front cover and pages 5,
56, 67 and 71 to clarify that the generation of income is the Fund’s primary investment objective.

 Comment
2: Disclosure in the second paragraph states that, immediately prior to the commencement of the offering, the Fund will acquire through a merger HMS Income LLC, which owns the Fund’s initial portfolio, in exchange for shares of
common stock of the Fund to be issued to an affiliate of Hines Interests Limited Partnership and an unaffiliated investor who are the members of HMS Income LLC. Elsewhere in the registration statement (page 2), it is disclosed that the initial
portfolio was purchased from Main Street, which is the sub-advisor to the Fund. Please provide an analysis of these transactions under Section 57 of the 1940 Act, including a discussion of whether an exemption from the provisions of this
Section is necessary. Additionally, please file the merger agreement as an exhibit to the registration statement. See Item 25.2.k of Form N-2 (copies of material contracts that are to be performed in whole or in part at or after the date
of the filing of the registration statement).

 Response 2:

We believe that the transactions referred to in your comment do not implicate Section 57 of the 1940 Act. While
the Fund has filed a registration statement on Form N-2, it has not yet elected to be regulated as a BDC under the 1940 Act by filing Form N-54A. Until the Fund files its election on Form N-54A, it is not subject to Sections 55 through 65 of the
1940 Act.

 Moreover, the Fund filed on Form N-6F a Notice of Intent to be Subject to Sections 55
through 65 of the Investment Company Act of 1940 (“Form N-6F”). Because it filed Form N-6F, the Fund is not required to have filed its election to be regulated as a BDC at the time it filed its registration statement on Form N-2. Also, by
filing Form N-6F, the Fund is eligible to rely on Section 6(f) of the 1940 Act.

 HMS Income LLC is
not an investment company by reason of Section 3(c)(1) of the 1940 Act. In addition, at the time of the sale of the initial portfolio to HMS Income LLC, Main Street was not an investment sub-adviser to HMS Income LLC or the Fund. For those
reasons, we believe the initial purchase transaction by HMS Income LLC from Main Street was not subject to Section 57 of the 1940 Act.

 The definitive merger agreement pursuant to which HMS Income LLC will merge into the Fund will be entered into prior to the filing of the Fund’s BDC election on Form N-54A. Moreover, the merger
will be consummated before the filing of such BDC election and prior to effectiveness of the registration statement on Form N-2. Because all these transactions will close before the filing of the BDC election, the execution of the merger agreement
and consummation of the merger are not subject to Section 57 of the 1940 Act.

 January 30, 2012

  Page
 3

 Comment 3: Please disclose the procedures to be used for valuing the
initial portfolio that will be acquired by the Fund through the merger. In addition, please inform us in your response whether a properly-constituted board (with a majority of non-interested members) will pass on the valuation of the initial
portfolio.

 Response 3:

As disclosed in the Registration Statement, HMS Income LLC purchased the securities comprising the initial portfolio
from Main Street at the proportional face amount or par value for customized lower middle market securities and at Main Street’s amortized cost for over-the-counter debt securities, which HMS Income LLC and Main Street agreed reasonably
represented the fair value of the assets at the time of the transaction. Prior to the consummation of the merger, a properly-constituted board of directors (which will consist of a majority of non-interested members) will, in accordance with the
valuation procedures set forth in the prospectus, determine the valuation of the initial portfolio.

The merger agreement provides that within 48 hours prior to consummation of the merger the board of directors of the
Fund will determine the net asset value of HMS Income LLC. The merger agreement provides that the units of membership interest in HMS Income LLC will be converted by means of the merger into that number of shares of common stock of the Fund
determined by dividing the net asset value of HMS Income LLC (determined as described in the preceding sentence) by $9.00 (based on the $10.00 per share initial offering price of the common stock of the Fund as stated on the cover page of the
prospectus less the $1.00 combined selling commission and dealer manager fee as set forth on the cover page). By utilizing this method for determining the rate of conversion of units of membership interest in HMS Income LLC into shares of common
stock of the Fund, the initial offering price for the common stock at the time the offering commences (the time of effectiveness of the Registration Statement) less selling commissions and dealer manager fees will be equal to the net asset value per
share as determined within 48 hours prior to issuance of shares of common stock by the board of directors of the Fund. The merger will be consummated before the Fund’s election to be treated as a BDC and effectiveness of the Registration
Statement. We have revised the prospectus to describe the formula under the merger agreement for converting units of membership interest in HMS Income LLC into shares of common stock of the Fund and to disclose that the net asset value will be
determined by the board of directors of the Fund. The revision is contained on the cover page of the prospectus and on pages 2, 27, 55, 59 and F-4.

 Comment 4: Footnote (2) to the table refers to the estimated 1.5% in offering expenses “we would incur” in connection with this offering. Since all offering expenses are
paid either directly or indirectly by shareholders, please revise the footnote by eliminating the term “we” when referring to the payment of these expenses.

 Response 4:

 In response to the Staff’s
comment, the Fund has revised footnote (2) to the table on the front cover of the prospectus.

 Prospectus Summary – The
Company (Page 2)

 Comment 5: The third paragraph of this section discusses the initial portfolio that the
Fund will acquire. For each investment in the initial portfolio, please disclose, either within the description of the securities in the Schedule of Investments or as a narrative, the following information for the past three years:

 January 30, 2012

  Page
 4

•

 Whether the investment is on partial or non-accrual of income;

•

 if the security is on partial or non-accrual of income, a full description of the reasons why income is not being accrued at the full coupon
rate;

•

 whether there has been a material change to the creditworthiness of the borrower;

•

 whether the type of income being accrued is cash, non-cash (original issue discount or payment in kind), or a combination of types; and

•

 whether the investment has been restructured in any way since its initial offering, such as a change in interest rate, maturity date, or type of
interest.

 Response 5:

The Fund respectfully submits that HMS Income LLC acquired the initial portfolio from Main Street on December 12,
2011. As part of its due diligence process, HMS Income LLC conducted a review of the investments comprising the initial portfolio and concluded that the investments in the initial portfolio were of such quality and type that made the acquisition of
such investments advisable. As disclosed in the Registration Statement, the Fund will be the successor to the initial portfolio upon the consummation of the merger transaction, which will occur immediately prior to the Fund’s electing to be
treated as a BDC and the Commission declaring the Registration Statement effective. Prior to the consummation of the merger transaction, the Fund’s board of directors will determine the value of the initial portfolio in accordance with the
procedure set forth in Response 3 above.

 Because the Fund will not succeed to the initial portfolio
until the consummation of the merger transaction, the Fund respectfully submits that it is not appropriate to include within the Prospectus Summary the information set forth in the Staff’s comment with respect to the investments in the initial
portfolio for the past three years. The fact that for the majority of this three-year period neither the Fund nor HMS Income LLC owned the investments in the initial portfolio makes the inclusion of such information within the Prospectus Summary
inappropriate and potentially confusing to investors. The Fund does acknowledge that all of the investments in the initial portfolio are currently performing and are on accrual status. In addition, much of the requested information with respect to
our portfolio will be included in our prospectus, public reports and financial statements (e.g., non-cash income in our statements of cash flows, payment in kind interest in our schedules of investments and disclosure with respect to investments on
non-accrual status).

 Comment 6: Please include an audited Special Purpose Schedule of Investments (based
on AU 623 Special Purpose Financial Presentations) in the prospectus.

 Response 6:

The Fund’s independent registered public accounting firm is in the process of auditing the financial statements of
HMS Income LLC for the period from inception to December 31, 2011. Upon completion of the audit, an audited Special Purpose Schedule of Investments, if applicable, will be included by means of a pre-effective amendment to the Registration
Statement.

 January 30, 2012

  Page
 5

 Prospectus Summary – Risk Factors (Page 3)

Comment 7: The eleventh bullet point in this section describes the types of investments in which the Fund will invest.
Please provide the Fund’s policies with regard to the credit rating and maturities of its debt securities. Additionally, please include the term “junk bonds” to refer to debt securities rated below investment grade, and describe the
speculative nature of these types of investments.

 Response 7:

The Fund does not currently have any policies with regard to the credit ratings and maturities of its debt investments.
However, in response to the Staff’s comment, the Fund has revised the Form N-2 to disclose its general expectations with respect to the credit ratings (within the eleventh bullet point in the Prospectus Summary and on page 39 of the prospectus)
and maturities (on page 75 of the prospectus) of its debt securities. Additionally, the Fund has included the term “junk” to refer to debt securities below investment grade (which debt securities are generally credit facilities, and not
bonds), and it has described the speculative nature of these types of investments within the eleventh bullet point in the Prospectus Summary and on page 38 of the prospectus.

 Prospectus Summary – Share Repurchase Program (Page 12)

 Comment
8: This section states that, “[b]eginning 12 months after holding our initial closing, we intend to commence a share repurchase program pursuant to which we will conduct quarterly share
repurchases to allow our stockholders to sell their shares back to us.” (Emphasis added.) Please revise the above disclosure to state that there is no assurance the Fund’s board will decide to conduct a share repurchase, and that it will
be conducted only when the board determines it is in the best interest of the Fund to repurchase shares.

 Response
8:

 In response to the Staff’s comment, the Fund has revised the disclosure in question to
provide as follows (the revised language is underlined):

 “[b]eginning 12 months after holding our initial
closing, we intend to commence a share repurchase program pursuant to which we intend to conduct quarterly share repurchases to allow our stockholders to sell their shares back to us.”

Furthermore, in response to the Staff’s comment, the Fund has included disclosure providing that there is no
assurance that the Fund’s board of directors will decide to conduct a share repurchase and that a share repurchase will only be conducted when the Fund’s board of directors determines it is in the best interests of the Fund to repurchase
shares. This disclosure is contained on pages 12 to 13 and 140 of the prospectus.

 Comment 9: Please
revise the disclosure in this section in accordance with the guidance on issuer repurchases set forth in Guide 2 to Form N-2.

 January 30, 2012

  Page
 6

 Response 9:

In response to the Staff’s comment, the Fund has added additional disclosure to its description of the Fund’s
share repurchase program in accordance with the guidance on issuer repurchases set forth in Guide 2 to Form N-2. The additional disclosure is provided on pages 13 and 140 of the prospectus.

Comment 10: The first paragraph in this section states that the repurchase price per share to be paid by the Fund to the
stockholder will be equal to the net asset value per share of the shares as disclosed in the Fund’s most recent periodic report filed with the SEC. This may result in the Fund repurchasing shares at a net asset value that is several months old,
and significantly higher than the actual current net asset value of Fund shares. Please explain to us why it is appropriate for shareholders who do not participate in t