phoenix investment summary feb 2011[1]

phoenix capital fund - usPHOENIX LVRealty Partners No.1 LLP

EXCEPTIONAL INVESTMENT OPPORTUNITY[Las Vegas, Nevada, USA]

phoenix capital fund - us

7% PREFERRED RETURNSEE OFFERING MEMORANDUM AND PARTNERSHIP AGREEMENT

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phoenix capital fund - usinvestment summary

Off ering:

Fund Mandate:

Off ering Price: $5.00 per Unit.

Off ering Amount: Maximum: $20,000,000.00 Minimum: $750,000.00Min.Subscrip on: $500.00

Fund Manager: Phoenix Capital Partners Ltd. (“PCPL”)Asset Manager: Phoenix LV Realty Partners LLC (“PLV”)

Preferred Return:

Management: Units

Payment Terms:

Tax Consequences:

Asset Management: PLV will receive an asset management fee equal to 5% of the por olio rental income.Fee

Proposed Closing Date:

Phoenix Group: Phoenix LV (and/or affi liates) will invest up to a maximum of 10% of the Limited Investment Partnership.

An cipated Hold: It is an cipated that the Property Por olio will be sold in 2016.

Acquisi on Costs: PLV will receive a fee of $3,000.00 on each property purchased to cover all costs associated with their acquisi on.Risk Factors: There is no secondary market for the investment and none is expected to develop. The

Fund will have limited liquidity; consequently it would not suit investors who require immediate access to their investment. The Fund’s business should be considered highly specula ve due to the risks associated with the rapidly changing economic and market condi ons in the United States. The Fund will be inves ng in real property and these proper es will always have value; however, given the nature of the real estate market it may not be possible to sell them as an cipated. Consequently there is a risk that an investment in the fund may be lost en rely or in part. For further details please refer to the Off ering Memorandum “Item 8” Risk Factors.

Commissions: Up to 8% commission available for Dealers.

Our strategy is simple and very conserva ve. PCF - US will u lize cash to purchase, primarily from US banks, 1, 2 and 3 bedroom townhome units in Las Vegas. These units are then renovated to a high standard which allows us to achieve the best market rental rates in each community while minimizing vacancy. The Units will be leased to the local market to provide cash fl ow to the investor. The company will carry no debt and we have a proven model that allows us to purchase individually tled units, at approximately 35 - 50% of replacement value.

The fi rst closing date is an cipated on or before July 31, 2011. The Issuer will close Subscrip ons as they are received and accepted. It is the inten on of the Issuer that this Off ering shall remain open, and may be amended from me to me.

There are important tax consequences to these securi es. Prospec ve purchasers should seek independent professional advice based upon their own par cular circumstances. For further details please refer to the Off ering Memorandum “Item 6”.

The subscrip on price is payable at the me of closing by cer fi ed cheque or such other manner as may be accepted at closing by the Fund at their sole discre on.

PCPL will receive a percentage of income and capital as outlined on page 11 of this Investment Summary; however, please refer to Items 6.1 and 6.2 in the Partnership Agreement of Phoenix Capital US LP (Canada) #1 Limited Partnership for further detail.

This Investment will pay a 7% simple annual return. For further detail please refer to Item 6.1 in the Partnership Agreement of Phoenix Capital US LP (Canada) #1 Limited Partnership.

Units of Phoenix Capital Fund – US (“PCF - US”); A Canadian Mutual Fund Trust that is eligible for Registered and Non-Registered Funds.


Loca on of Target Proper es

1. Apache Hills

2. Canyon Willow Tropicana

3. Coronada Palms

4. Desert Shores

5. Enclaves

6. Horizons at Seven Hills

7. Laguna Palms

8. Marquesa

9. Park 1

10. Pinehurst

11. Regency at the Lakes

12. Regent at Town Center

13. Sedona

14. Southgate

15. The Falls

16. The Residency at Canyon Gate


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THE ENVIRONMENT

UNDERSTANDING THE OPPORTUNITY

Using solid investment returns as the cri cal driver, the management team at PCF - US conducted an extensive analysis of the US real estate market. We employed a lengthy and comprehensive decision making process to iden fy viable prospects before focusing on the opportuni es presented by the City of Las Vegas. PCF - US’s deep-value selec on criteria are combined with a strong discipline mandated to maintain a conserva ve approach when inves ng in this unprecedented market opportunity. The US fi nancial and credit crisis con nues to depress US residen al real estate prices which have plummeted as much as 70%. While the economic recession in the US has resulted in decreased spending and higher unemployment in many areas, a unique opportunity is created in the real estate market where you can buy at signifi cant discounts.

THE OPPORTUNITYStrong cash fl ow is paramount in today’s challenging investment environment. Our primary goal is to create a high yield income vehicle that targets residen al proper es with a focus on the local market. These proper es will be marketed and leased u lizing a strong Las Vegas based property management group. The management with its many years of hands on real estate experience has cra ed a fi nancial model that accounts and considers every conceivable cost and variable. The secondary goal is to maintain maximum fl exibility by employing a highly disciplined purchasing and disposi on strategy.

STRONG RENTAL MARKETOur Management Team reviewed the opportuni es available in several other major urban centres including Phoenix, Sco sdale, Tucson and Palm Springs. Las Vegas stood out above the rest with one important factor: the strength of the rental market. The Harvard University Housing Report (2010) establishes that the na onal average of rental homes is 32.6%; however, the U.S. Census Bureau sets the level at 35.5% for Nevada. This strength in the local rental market is a primary factor in our investment model. The rental market will con nue to grow, par cularly in this economic environment with so many people losing their homes to foreclosure. It is further strengthened by the comple on of the “CityCenter” project which has generated 10,000 addi onal jobs in Las Vegas.

CONTINUED GOVERNMENT CAPITAL COMMITMENT Las Vegas stands out as an excellent investment environment given that both the State of Nevada and the City con nue to expend considerable monies to maintain Las Vegas as the premier vaca on loca on not only in the United States but on a global scale - the new airport terminal building and the revitaliza on of the area around old Vegas being but two examples. This strength and future growth poten al fi rmly establishes Las Vegas as the perfect loca on to establish an investment fund that primarily focuses on cash fl ow with capital apprecia on poten al.

Las Vegas & Washington DC are the only two ci es that did not decline in the last quarter according to S&P/Case-Shiller3rd Quarter, 2010

WHY BUY IN LAS VEGAS?


Single-Fami ly Sa les Pr i c e

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Changes in the age distribu on of households will likely increase demand for rental housing over the next decade

WHY BUY IN LAS VEGAS?

Real house prices inseveral metro areas have fallen back to1990 levels

LAS VEGAS

Ye a r W h e n F i r s t - Q u a r t e rP r i c e s M a t c h e d 2 0 0 9 L e ve l s

S t i l l A p p r e c i a t i n g i n 2 0 0 9 - 1

2 0 0 7 - 8

2 0 0 5 - 6

2 0 0 0 - 4

1 9 9 0

Note: Pr ices are adjusted for inf lat ion by the CPI-U for Al l I tems

Source: Nat ional Associat ion of Realtors*, Median Ex ist ing

Projected Renter Household Growth, 2010-20 (Thousands)

Note: High immigrat ion project ion assumes immigrat ion r ises f rom 1.1 mi l l ion in 2005 to 1.5 mi l l ion in 2010, as est imated by the Census Bureau’s 2008 populat ion project ions. Low im-migrat ion project ion assumes immigrat ion is hal f the Census Bureau’s projeted tota ls .

Source: Harvard University Joint Centre for Housing Studies,“State of the Na on’s Housing 2010”

* Phoenix Capital Fund - US Target Proper es


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More reasons why investors should invest in this market regardless of a downturn: 1 No state tax - Nevada does not charge corporate or personal income tax. This fact alone is some mes the diff erence between profi t and loss and makes Nevada a market of choice. 2 Landlord friendly -Legisla on favors the landlord allowing swi ac on in the event of tenant default.3 Tourism – Las Vegas will always be a favorite des na on for tourists and businesses alike. 4 Stable popula on since 2007 at 1.95 million projected to grow to 2.45 million by 2015.

The Strategy will focus on residen al proper es where values have dropped by 50% to 70% over the past two years. The objec ve of these acquisi ons is to lease them into the local rental market to generate strong cash fl ow. By u lizing strong local property managers and Phoenix LV Management’s approach to ac vely manage and set benchmarks/parameters that ensure the highest performance, we will give our Fund a signifi cant advantage over compe ng investments as we develop the ability to truly penetrate this market.

Another element of our strategy is to signifi cantly upgrade all suite interiors, regardless of condi on, to posi on our units as more desirable and thus rentable within a given development. This approach will not only improve income yield but improve vacancy levels.

All units will be individually tled and owned by Phoenix LV Realty Partners #2 LLP (“Phoenix LLP Nevada”) which will give our Fund ul mate control over liquidity and allow the management team to choose the op mum me for disposi on thus maximizing returns.

A LOOK AT THE STRATEGY

Data suggests that real-estate prices hit a bottom some time during the second quarter and have now begun to rise. …

clearly prices are no longer in free fall.

That means if you’ve been sitting on the fence, it’s time to act.”

James B. Stewart SmartMoney




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The following steps are taken to iden fy, structure and execute the Strategy:1) Strict criteria are u lized for iden fying the most desirable proper es that fi t our fi nancial model:

• Popula on and demographic trends Price per unit vs. rental rate and net opera ng income• Employment/shopping corridors/ transit accessibility • Proximity to schools/health care/employment centers• Target investor owned rental conversion condominiums•

2) Structured as a mutual fund trust and a limited partnership to ensure transparency Proper es are NOT being vended into PCF - US at infl ated values; they are purchased directly by Phoenix LLP

Nevada.

3) U lize highly experienced management and ground team to execute the fund’s objec ves.

An extensive network of experienced Las Vegas professionals form an important part of our team.

The fund’s investment term is anticipated to be 5 years (please refer to Offering Memorandum • “Item 2“)The primary exit strategy to maximize the return will be the sale of the individual units utilizing • multiple sales channels.An alternative exit strategy would be to dispose of the complete portfolio or portions of the • portfolio to an investment group.To support these exit strategies management would consider the placement of non-recourse • financing on the portfolio to a maximum loan to value ratio of 60%. This option would be available to management once we have achieved a stablized income stream and would return a significant portion of the initial capital investment.

EXIT STRATEGY

THE STRATEGY


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Phoenix Capital Fund - US (“PCF – US”) has engaged legal, tax and accounting specialists in Canada and the US to structure the offering of the Mutual Fund Trust units in a tax-efficient manner. Phoenix Capital US LP (Canada) #1 (“Phoenix LP Canada”) and Phoenix Capital Partners Ltd.(“PCPL”) have been formed pursuant to the securities laws of the Province of Alberta and is registered in British Columbia and Ontario. Phoenix LV Realty Partners No. 2 LLP (“Phoenix LLP Nevada”) and Phoenix LV Realty Partners LLC (“PLV”) have been formed pursuant to the laws of the State of Nevada. PLV is the Managing Partner of Phoenxi LLP Nevada. Once an opportunity is identified, Phoenix LLP Nevada will acquire and hold the properties. The Mutual Fund Trust will be a qualified investment under the Income Tax Act (Canada) and be eligible for registered funds.

Phoenix LLP Nevada

Phoenix LP Canada

INVESTMENT OPPORTUNITY

Total Offering $20,000,000 CDN.

THE STRUCTURE


Phoenix CapitalParners Ltd.

Phoenix LVRealty Parners

LLC

PCF - USMFT

Las VegasProper es

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phoenix capital fund - usthe management

Simon Ahn, Managing PartnerAs co-founder of Phoenix Capital Fund-US, Mr. Ahn is a Trustee whose duties include the oversight of the Trust’s governance, operational functions, capital raising and tracking of capital raised. Mr. Ahn is the Secretary of Phoenix Capital Partners Ltd., the General Partner of Phoenix Capital US LP (Canada) #1. Mr. Ahn’s duties for this Organization are focused on strategic planning, and accounting. Mr. Ahn is also a co-founder and Managing Member of Phoenix LV Realty Partners LLC, a Nevada based corporation acting as the asset manager for Phoenix LV Realty Partners LLP #2.

Mr. Ahn is President and CEO of Hanna Realty Ltd. and Hanna Realty (Kingsway) Ltd., corporations registered in British Columbia in 2003 and 2010 respectively, as Real Estate brokerages with approximately 95 licensed Realtors combined. Mr. Ahn’s Real Estate career over the last 16 years ranges from sales, acquisition, property management and maintenance, disposition, office management and policy implementations in his office.

Mr. Ahn is currently a Director with the Tri-Cities Share Family & Community Services, an organization that work with the underprivileged segment of the community. Mr. Ahn was also a trustee with the Coquitlam Public Library from 2003 to 2010 of which he Chaired the Board for 3 years. Mr. Ahn is very passionate and has a strong belief of always giving back to the community.

Matthew McKechnie, A.Sc.T., Managing PartnerAs co-founder of Phoenix Capital Fund-US, Mr. McKechnie is a Trustee whose duties include the oversight of the Trust’s governance, operational functions, capital raising and capital deployment. Mr. McKechnie is President and Chief Executive Officer of Phoenix Capital Partners Ltd., the General Partner of Phoenix Capital US LP (Canada) #1. Mr. McKechnie’s duties for this Organization are focused on strategic planning, financial management, and property acquisition. Mr. McKechnie is also a co-founder and Managing Member of Phoenix LV Realty Partners LLC, a Nevada based corporation.

Mr. McKechnie is also a Director and CEO of Lomond Management Ltd., a corporation founded in British Columbia in 2003 that provides real estate consulting services to Government Agencies and corporations.Mr. McKechnie was Chief Operating Officer of Co-Operators Development Corporation Ltd. and a member of the Co –operators Group “Investment Forum” until his retirement in 2007. Mr. McKechnie is a past director of the Fraser Health Authority where he held various positions including chairmanship of the Facilities Committee which oversaw real estate holdings exceeding $1.0 billion.

Over the course of his career, Mr. McKechnie has been directly involved in projects worldwide including the United States, United Kingdom, Nigeria, and Iraq. With the Co-operators group he was responsible for over $400 Million in assets and developments covering all facets of the industry including residential complexes, industrial parks, mixed use office buildings and shopping centers. Mr. McKechnie is a member of the Project Management Institute, the Applied Science Technologists of British Columbia, and is a recipient of the Queen’s Golden Jubilee Medal (2003).

Kerry Lum, Managing PartnerAs co-founder of Phoenix Capital Fund – US Mutual Fund Trust, Mr. Lum is a Trustee whose duties include the oversight of the Fund’s capital raise, deployment, operational functions, the marketing and support of the Fund’s investment offering and ongoing communication with the Exempt Market Dealers and the Canadian investment industry. Mr. Lum is director and Chief Operating Officer of Phoenix Capital Partners Ltd. the General Partner of Phoenix Capital US LP (Canada) #1. Mr. Lum is also a co-founder and Managing Member of Phoenix LV Realty Partners LLC, a Nevada based corporation acting as the asset manager for the fund.

With regards to the US operational activities, Mr. Lum is a US Citizen and will be responsible for overseeing the ongoing leasing operations and be the point of contact for the US property management firms. From 1991 to present, Mr. Lum has been involved with numerous commercial and residential real estate transactions including land development, project marketing, commercial leasing, investment and land syndication . From 2004 to present, Mr. Lum worked as an associate and principal for a real estate investment syndication firm located in western Canada. Since 2004, Mr. Lum has been involved in real estate transactions in excess of $100 M as principal, partner or contracted associate.

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phoenix capital fund - usreturns and distribution

Investors Projected Investment Summary Over 5 Years Assume $100,000.00 Investment = 20,000 Mutual Fund Trust Units Issued Average Annual Income from Opera ons $5,978.90 5.98% Per Annum $29,894.50Addi onal Funds to Achieve 7% Preferred Return $1,021.10 1.02% Per Annum $ 5,105.50Projected Capital Gain on First $5.0m $21,250.00 4.25% Per Annum $21,250.00 Projected Capital Gain on Second $5.0m $20,000.00 4.00% Per Annum $20,000.00 Projected Capital Gain on Remainder $22,551.48 4.51% Per Annum $22,551.48 Total Projected Return On $100,000.00 Investment 19.76% Per Annum $98,801.48Total Projected Cash Return Inclusive of Original Investment $198,801.48

PROJECTED RETURNS

DISTRIBUTIONS TO INVESTORSDistribu ons of Income: with respect to any annual income earned by the Limited Partnership derived from the capital invested by the Limited Partnership:(i) 85% of the net of such income to the holders of Limited Partnership Units, pro rata; and (ii) 15% of the net of such income to the General Partner.

Distribu ons of Capital: With respect to any capital paid, or re-paid to the Limited Partnership, or any amounts received in the nature of capital or capital gains (collec vely “Capital”) shall be allocated annually:(i) First, 100% to the holders of Limited Partnership Units un l such me as the holders of Trust Units of PCF – US, have received a distribu on from PCF - US equal to their total contribu ons to PCF - US (the “PCF - US Contribu on Amount”);(ii) Second, if required, payment to the holders of Limited Partnership Units, pro rata, in an amount (the “Defi ciency Amount”) such that when the Defi ciency Amount is added to the annual sums paid to the holders of Limited Partnership Units the total amount received by the holders of Limited Partnership Units is equal to a 7% annual return on the PCF - US Contribu on Amount (the “Preferred Return”). The Defi ciency Amount shall never be a nega ve number, nor shall this clause operate such as to reduce the actual amount of the income return otherwise payable to the holders of Limited Partnership Units;(ii) Third, 100% to the General Partner un l such me as the General Partner has received a distribu on equal to 15% of the PCF - US Contribu on Amount;(iii) Fourth, on the subsequent: (A) $5,000,000.00 of Capital received by Limited Partnership: 85% to the holders of Limited Partnership Units, pro rata, and 15% to the General Partner; (B) $5,000,001.00 to $10,000,000.00 of Capital received by the Limited Partnership: 80% to the holders of Limited Partnership Units, pro rata, and 20% to the General Partner; and (C) Capital received therea er, 70% to the holders of Limited Partnership Units, and 30% to the General Partner.

Cash Return Over 5 years

For further detail please refer to “Item 6.1 and 6.2” in the Partnership Agreement of Phoenix Capital US LP (Canada) #1 Limited Partnership. The forward looking fi nancial informa on and statements are based upon assump ons and analysis of management of PCF-US, based on its experience in the market and opinion on historical trends and other factors that it feels are appropriate. The purpose of providing the fi nancial outlook is to illustrate how the business of PCF-US might develop, and the poten al of the investment. PCF-US believes the assump ons refl ected in the forward looking fi nancial informa on are reasonable but no assurance can be given that these expecta ons will prove to be correct and such forward looking informa on speaks only as of the date hereof. Undue reliance should not be placed on forward looking informa on, as there can be no assurance that the plans, assump ons, inten ons or expecta ons upon which they are based will occur. The actual results, performance or achievements could diff er materially from those an cipated herein. Reference should be made to the Off ering Memorandum and in par cular the Risk Factors outlined therein. PCF-US undertakes no obliga on to update or revise publicly any forward-looking informa on unless required under applicable securi es laws.


This is not a solicita on for a sale of securi es; please refer to the applicable legal subscrip on documents and Off ering Memorandum for full disclosure in regards to the specifi ed investment. Any forward looking statements are es mates only. All views expressed herein are those of Phoenix Capital Fund – US, a Mutual Fund Trust

and are not offi cial economist or advisory views.

Unit 620, 329 North Road, Coquitlam, BC V3K 3V8 (604) 295-8640 www.phoenixlv.comphoenix capital fund - us

phoenix investment summary feb 2011[1]

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