0001193125-12-191835 Sample Contracts

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN HMS INCOME FUND, INC. AND HMS ADVISER LP
Investment Advisory and Administrative Services Agreement • April 30th, 2012 • HMS Income Fund, Inc. • Texas

This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made as of the ____ day of _____________, 2012, by and between HMS INCOME FUND, INC., a Maryland corporation (the “Company”), and HMS ADVISER LP, a Texas limited partnership (the “Adviser”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 30th, 2012 • HMS Income Fund, Inc. • Texas

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of the day of 2012, by and among HMS ADVISER, LP, a Texas limited partnership (the “Adviser”), Main Street Capital Partners, LLC, a Delaware limited liability company (the “Sub-Adviser”), Main Street Capital Corporation, a Maryland corporation (“Main Street”) and HMS Income Fund, Inc., a Maryland corporation (the “BDC”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Advisory Agreement (defined below).

HMS Income Fund, Inc. Up to 150,000,000 Shares of Common Stock FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • April 30th, 2012 • HMS Income Fund, Inc. • Texas
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