Disclaimer – Regulation D Rule 506(c) Offering

This offering is being made pursuant to Rule 506(c) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and is intended solely for accredited investors as defined under applicable U.S. securities laws.

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where such offer, solicitation, or sale would be unlawful or not permitted under applicable laws. The securities described herein have not been registered under the Securities Act or under the securities laws of any other jurisdiction and may not be offered or sold in any country or territory where such offer or sale would violate local laws or regulations.

Prospective investors are solely responsible for complying with all applicable laws and regulations of their respective jurisdictions, including but not limited to securities laws, tax laws, and foreign investment regulations. It is the responsibility of each investor to ensure that participation in this offering is fully compliant with the laws of their country of residence or citizenship.

No action has been taken by the issuer, its managers, or its affiliates that would permit a public offering of the securities in any jurisdiction outside the United States where such action is required. Accordingly, the distribution of this material and the offering of securities in certain jurisdictions may be restricted or prohibited.

Potential investors are strongly advised to consult with their own legal, tax, and financial advisors prior to making any investment decision to ensure full compliance with applicable laws and to fully understand the risks and regulatory implications associated with this offering.

By accessing this information, the recipient represents and warrants that they are permitted to do so under the laws of their jurisdiction and that they meet the eligibility requirements to participate in this offering.

DISCLAIMER AND TERMS OF SERVICE

Please consult your local laws and regulations before contacting us. Financial services and investment opportunities may be restricted or regulated in certain jurisdictions. This offer is not valid in selected countries where such services may be prohibited or require specific authorization.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this Presentation contains forward-looking statements, including the intended actions and performance objectives for Phoenix Investment Fund, INC.(“Fund”), involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements of the Fund to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. No representation is made, or assurance given that such statements, views, projections or forecasts are correct or that the objectives of the Fund will be achieved or that investors will receive a return of their capital.

The Fund or its representatives do not assume responsibility for the accuracy and completeness of any forward-looking statements. Due to various risks and uncertainties, actual events or results or the actual performance of the Fund may differ materially from those reflected or contemplated in such forward-looking statements. You are cautioned not to place undue reliance on such statements.

This presentation has been prepared solely for informational purposes and does not constitute an offer to sale or the solicitation of an offer to buy the securities of the Fund. The offering will be made only to certain accredited investors and qualified clients by means of a confidential private placement memorandum.

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