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DISCLAIMER: Participation in this investment opportunity is restricted to only persons that qualify as 
“accredited investors” under federal and state securities laws. Each prospective investor will be required to provide information, including personal and financial information, to verify his or her accredited investor status. If you do not qualify as an accredited investor, you agree that receipt of a brochure will not be considered an offer to participate in this opportunity. Qualifying as an accredited investor is a minimum requirement. The fact that you are an accredited investor does not necessarily mean this is a suitable investment for you. You should consult your financial and other professional advisors before deciding whether to invest.


The brochure is preliminary in nature, contains incomplete information that is subject to change, and is for informational purposes only.  This information is subject to the confidential private offering memorandum of Rising Phoenix Royalty Fund II, LP (the “Partnership”), and may be superseded by a supplement to such confidential private offering memorandum and related documentation.


The brochure may include certain statements, estimates and forecasts of the Partnership’s General Partner with respect to the anticipated future performance of the Partnership and its prospective business, investment strategies and properties acquired by the Partnership. Such statements, estimates and forecasts represent the best estimates of the Partnership’s management, based upon assumptions believed to be reasonable, but these assumptions may not prove to be correct.  No representation or warranty is made as to the accuracy or completeness of such assumptions, and nothing contained herein should be relied upon as a promise or representation as to any future performance or events.  Prospective investors are strongly advised to consult with their own independent legal, financial and tax advisors regarding the information contained in the brochure.


The brochure contains “forwarding-looking statements.” Specifically, all statements other than statements of historical facts included in this document regarding the Partnership, the business plans and investment strategies of the Partnership, and anticipated or expected returns are forward-looking statements. These forward-looking statements are based on the beliefs of the General Partner as well as assumptions made by and information currently available to the General Partner. The words “will,” “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Partnership, its business plans, investment strategies, the properties acquired by the Partnership, and the General Partner, are intended to identify forward-looking statements.  Although the General Partner believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Based upon changing conditions, should any one or more of these or other risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in this document as anticipated, believed, estimated, expected or intended. The General Partner does not intend to update these forward-looking statements.


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