HMS IncomeFund Inc., HMSAdviser LP and MSCAdviser I LLC entered into a conditional income incentive feewaiver agreement.
Under the agreement, for a period from July 1 to Sept. 30,HMS Adviser and MSC Adviser I could waive the subordinated incentive fee onincome under the entities' investment advisory and administrative servicesagreement.
The fee waiver agreement may require HMS Income Fund torepay HMS Adviser and MSC Adviser I for previously waived reimbursement ofpayments by HMS Adviser of HMS Income Fund's operating expenses or waived basemanagement fees or incentive fees under certain circumstances.
HMS Income Fund may repay the previously waived fees, if atall, within a period not exceeding three years from the date of each respectivefee waiver. In any quarter where a surplus exists, that surplus will beavailable, subject to board approval, to reimburse waived fees and expensesupport payments.