Washington, D.C. 20549





Statement of Eligibility Under

The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)




(Exact name of Trustee as specified in its charter)



I.R.S. Employer Identification No.


800 Nicollet Mall

Minneapolis, Minnesota




(Address of principal executive offices)   (Zip Code)


Steven J. Gomes

U.S. Bank National Association

One Federal Street

Boston, MA 02110

(617) 603-6549

(Name, address and telephone number of agent for service)


PhenixFIN Corporation

(Issuer with respect to the Securities)


Delaware   27-4576073
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)


445 Park Avenue, 10th Floor

New York, NY




(Address of Principal Executive Offices)   (Zip Code)


Debt Securities

(Title of the Indenture Securities)









Item 1.GENERAL INFORMATION. Furnish the following information as to the Trustee.


a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.


b)Whether it is authorized to exercise corporate trust powers.



Item 2.AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.



Items 3-15Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.


Item 16.LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.


1.A copy of the Articles of Association of the Trustee.*


2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.


3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.


4.A copy of the existing bylaws of the Trustee.**


5.A copy of each Indenture referred to in Item 4. Not applicable.


6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.


7.Report of Condition of the Trustee as of June 30, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.


* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.


** Incorporated by reference to 305(b)(2), Registration Number 333-229783 filed on June 21, 2021.







Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Massachusetts on the 8th day of November, 2021.


  By: /s/ Steven J. Gomes  
    Steven J. Gomes  
    Vice President  





Exhibit 2






Exhibit 3






Exhibit 6




In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


Dated: November 8, 2021


  By: /s/ Steven J. Gomes  
    Steven J. Gomes  
    Vice President  





Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2021




Cash and Balances Due From  $44,435,957 
Depository Institutions     
Securities   158,894,854 
Federal Funds   2,376 
Loans & Lease Financing Receivables   296,741,901 
Fixed Assets   6,294,698 
Intangible Assets   13,278,545 
Other Assets   28,204,350 
Total Assets  $547,852,681 
Deposits  $442,902,823 
Fed Funds   1,412,092 
Treasury Demand Notes   0 
Trading Liabilities   1,119,485 
Other Borrowed Money   31,883,676 
Acceptances   0 
Subordinated Notes and Debentures   3,600,000 
Other Liabilities   14,222,155 
Total Liabilities  $495,140,231 
Common and Preferred Stock   18,200 
Surplus   14,266,915 
Undivided Profits   37,622,248 
Minority Interest in Subsidiaries   805,087 
Total Equity Capital  $52,712,450 
Total Liabilities and Equity Capital $547,852,681