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This must be read in conjunction with the current prospectus in order to understand fully all of the implications and risks of an investment in HMS Income.

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Presentation on theme: "This must be read in conjunction with the current prospectus in order to understand fully all of the implications and risks of an investment in HMS Income."— Presentation transcript:

1 This must be read in conjunction with the current prospectus in order to understand fully all of the implications and risks of an investment in HMS Income Fund. A copy of the prospectus must be made available to you in connection with this offering. You and you should read the prospectus carefully before investing. This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, which can only be made by the prospectus. Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has passed on or endorsed the merits of the offering of HMS Income Fund. Any representation to the contrary is unlawful. Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 INVEST IN AMERICAN BUSINESSES. INVEST IN THE POWER OF AMERICAN INGENUITY. ® This material must be read in conjunction with the prospectus in order to understand fully all of the implications and risks of the offering of securities to which the prospectus relates. A copy of the prospectus must be made available to you in connection with this offering. No offering if made except by a prospectus filed with the Department of Law of the State of New York. This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, which can only be made by the prospectus. Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of this offering or determined if the prospectus is truthful and complete. Any representation to the contrary is a criminal offense.

2 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 An investment in our common stock involves a high degree of risk, including the risk of substantial loss of investment, may be considered speculative, and may not be suitable for all investors. You should carefully consider the information found in the “Risk Factors” section of the prospectus before deciding to invest in shares of our common stock. The following are some of the risks an investment in us involves:  We are a relatively new company and have a limited operating history and are subject to the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objectives.  Economic activity in the United States was impacted by the global financial crisis of 2008 and has yet to fully recover.  The amount of our distributions to our stockholders is uncertain. Portions of the distributions that we pay may represent a return of capital to you for U.S. federal income tax purposes which will lower your tax basis in your shares and reduce the amount of funds we have for investment in targeted assets. A return of capital is a return of your investment rather than earnings or gains derived from our investment activities. We may not be able to pay distributions, and our distributions may not grow over time.  A significant portion of our investment portfolio is and will continue to be recorded at fair value as determined in good faith by our board of directors and, as a result, there is and will be uncertainty as to the ultimate market value of our portfolio investments.  Our board of directors may change our operating policies and investment strategies without prior notice or stockholder approval, the effects of which may be adverse.  Our Advisers and their respective affiliates, including our officers and certain of our directors, may have conflicts of interest as a result of compensation arrangements, time constraints and competition for investments, which they will attempt to resolve in a fair and equitable manner, but which may result in actions that are not in your best interests.  The potential for our Advisers to earn incentive fees may create an incentive for the Advisers to invest our funds in securities that are riskier or more speculative than would otherwise be the case, and our Advisers may have an incentive to increase portfolio leverage in order to earn higher management fees.  We have borrowed funds to make investments. As a result, we are exposed to the risks of borrowing, also known as leverage, which may be considered a speculative investment technique. Leverage magnifies the potential for gain or loss on amounts invested in us and may increase the risk of investing in us. Risk Factors 1

3 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 Risk Factors continued  Our investments in prospective portfolio companies, which tend to be senior secured term loans, second lien loans, mezzanine debt and selected equity investments, may be risky, and we could lose all or part of our investment.  In the event that our Adviser collects a fee on an investment that provides for PIK interest and such investment fails, our Adviser would not be required to repay the fee that it received with respect to that investment.  Most loans in which we invest will not be rated by a rating agency or, if they were rated, would be rated below investment grade. Such below investment grade debt securities are commonly known as "junk" bonds and are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.  We will be subject to financial market risks, including changes in interest rates, which may have a substantial negative impact on our investments.  Investors will not know the purchase price per share at the time they submit their subscription agreements and could receive fewer shares of common stock than anticipated if our Pricing Committee of the board of directors determines to increase the offering price to comply with the requirement that we are prohibited from selling shares below our net asset value.  If we are unable to raise substantial funds in our ongoing, continuous “best efforts offering,” we will be limited in the number and type of investments we may make, and the value of your investment in us may be reduced in the event our assets underperform.  Our shares of common stock are not listed on an exchange or quoted through a quotation system and will not be listed for the foreseeable future, if ever. Therefore, you will have limited liquidity and may not receive a full return of your invested capital if you sell your shares of common stock. For more information, please read the prospectus, which you can obtain from your financial advisor or by visiting www.hinessecurities.com. You should read the prospectus carefully in order to fully understand the objectives, risks, sales charges, fees and expenses of HMS Income Fund before investing or sending money. 2

4 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 Agenda  A new investment providing a potential source of distributions for investors called a Business Development Company (BDC)  The potential HMS Income Fund advantage  Hines + Main Street partnership* *Hines Interests Limited Partnership (“Hines”) is the sponsor of the HMS Income Fund. MSC Adviser I, LLC (“MSC Adviser”), a wholly-owned subsidiary of Main Street Capital Corporation (“Main Street”), is providing sub-advisory services to the adviser of HMS Income Fund, HMS Adviser LP. 3

5 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 What is a BDC?  Created by Congress in 1980 to help private companies gain access to capital  Registered with the SEC and regulated under the Investment Company Act of 1940  Adviser registered with the SEC under the Investment Advisers Act of 1940  BDCs focus on investments in debt and equity of private companies 4

6 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 How a BDC Works 5 INVESTORS Your funds are pooled together with other investors in a BDC BUSINESS DEVELOPMENT COMPANY BDC screens and identifies potential investments FUNDING FOR PRIVATELY HELD AND CERTAIN PUBLIC U.S. COMPANIES BDC makes loans and or equity investments in selected companies RETURN TO INVESTORS BDC investments may provide distributions and a way to diversify your portfolio 1 PROCEEDS TO INVESTORS AT TIME OF LIQUIDITY EVENT 2 Potential liquidity events could include (1) sale of all of our assets (2) listing of our shares on a national exchange (3) merger or other transaction 1 There is no guarantee that a BDC will be able to pay distributions. Further, the amount of any distributions is uncertain and may not grow over time. 2 Non-traded (or non-listed) BDCs are not bought and sold on a securities exchange and have limited liquidity. Investors should consider that they may not have access to the money they invest for an indefinite period. Also note that non-traded BDCs are not obligated to effectuate a liquidity event (also called an exit event) by a specified date, so it may be difficult for investors to sell their shares.

7 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 Corporate Funding Options 6 Fixed Rate set for entire term Unsecured no recourse if company defaults STOCKS BONDS Variable Rate that adjusts to market Secured have first claim on company assets: inventory, receivables, property, plants, equipment EQUITY SENIOR SECURED LOANS Public Companies Private Companies Interest rate and market risks could have a substantial impact on the performance of floating rate, senior secured loans.

8 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 Private Company Capital Structure 7 Preferred Equity Common Equity Senior Secured Debt Second Lien Secured Debt Unsecured Debt Target of BDC Investments Priority of Claim on Assets and Cash Flows of a Private Company Priority of Claim on Assets and Cash Flows of a Private Company Less Risk More Risk Most senior secured debt is not rated by a rating agency or, if they were rated, would be rated below investment grade. Below investment-grade securities are commonly known as “junk” bonds and are regarded as having predominately speculative characteristics with regards to the issuer’s capacity to pay interest and repay principal.

9 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 Access the Potential of Private Companies  The primary objective is to generate income through debt and equity investments.  The secondary objective is to generate long-term capital appreciation through such investments. There is no guarantee that these objectives will be met. An investment in HMS Income Fund is subject to substantial fees and expenses which can lower an investor’s overall return. The amount of our distributions to our stockholders is uncertain. Portions of the distributions that we pay may represent a return of capital to you for U.S. federal income tax purposes which will lower your tax basis in your shares and reduce the amount of funds we have for investment in targeted assets. A return of capital is a return of your investment rather than earnings or gains derived from our investment activities. We may not be able to pay distributions, and our distributions may not grow over time. 8 HMS Income Fund is a publicly registered, non-traded BDC.

10 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 9 How Individuals Can Invest in Different Types of Companies 1 Approximate number of publicly traded companies based on the approximate number of companies listed on the NYSE and NASDAQ as of March 2014. 2 Source: U.S. Census Bureau latest available data, 2007. 3 There is no guarantee that these objectives will be achieved.

11 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 HMS Income Fund Strategy 10 There is no guarantee that the Fund will achieve these objectives.

12 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 HMS Income Fund Target Investments  Senior secured loans and second lien loans of private companies with annual revenues between $10 million and $3 billion  Established companies with histories of positive and stable free cash flow with focus on basic industries that are integral to the American economy  Firms with experienced and committed management teams  Strong franchises with sustainable competitive advantages and niche or market leadership positions  Industries with positive long-term dynamics 11

13 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 A Partnership You Can Trust 12 There is no guarantee that the experience of Main Street of Hines will translate to positive results for HMS Income Fund. Additionally, investors are not acquiring an interest in Main Street or Hines.

14 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 Main Street Capital Corporation  More than $1.5 billion in assets under management since its IPO in October 2007 through March 31, 2014*  Experience in analyzing, valuing, structuring, negotiating and closing transactions  Expertise in considering customized financing solutions and non-traditional complex financing structures *As reported in the Main Street 3/31/14 Investor Presentation. The investment professionals who select investments on behalf of HMS Income Fund are the same individuals who select investments for Main Street. This information is intended to demonstrate the capabilities of these investment professionals and principals in originating, sourcing and executing investments for a business development company. It should not be assumed that investors who acquire shares of HMS Income Fund will experience results comparable to those experienced by investors in Main Street. Investors are not acquiring an interest in Main Street. 13

15 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 Hines: The Sponsor  Over 57 years of experience in commercial real estate investment, development and management  Controlled assets valued at approximately $28.2 billion as of December 31, 2013  Expertise in analyzing, valuing, structuring, negotiating and closing transactions There is no guarantee that the experience of Hines will translate to positive results for HMS Income Fund. Investors are not acquiring an interest in Hines. 14 Jeff Hines and Gerald Hines

16 Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 Is HMS Income Fund Right for You? It may be if you are seeking:  Access to private company debt and equity  The potential for income in the form of distributions and capital appreciation 15 Talk to your financial advisor and see if HMS Income Fund makes sense for you

17 This must be read in conjunction with the current prospectus in order to understand fully all of the implications and risks of an investment in HMS Income Fund. A copy of the prospectus must be made available to you in connection with this offering. You and you should read the prospectus carefully before investing. This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, which can only be made by the prospectus. Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has passed on or endorsed the merits of the offering of HMS Income Fund. Any representation to the contrary is unlawful. Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14 INVEST IN AMERICAN BUSINESSES. INVEST IN THE POWER OF AMERICAN INGENUITY. ® Hines Securities, Inc., member FINRA/SIPC, is the dealer manager. 6/14


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