Exhibit (99)(a)(1)(C)

NOTICE OF WITHDRAWAL

NOTICE OF WITHDRAWAL OF TENDER REGARDING SHARES HELD IN

PRIORITY INCOME FUND, INC.

TENDERED PURSUANT TO THE OFFER TO PURCHASE

DATED DECEMBER 15, 2016

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT,

AND THIS NOTICE OF WITHDRAWAL MUST BE RECEIVED BY

PRIORITY INCOME FUND, INC., EITHER BY

HAND-DELIVERY OR MAIL, BEFORE 12:00 MIDNIGHT, EASTERN TIME,

ON JANUARY 23, 2017, UNLESS THE OFFER IS EXTENDED

COMPLETE THIS NOTICE OF WITHDRAWAL AND

RETURN BY HAND DELIVERY OR MAIL TO:

For delivery by regular mail:	For delivery by registered, certified or express mail, by overnight courier or by personal delivery:
Priority Income Fund, Inc. c/o Behringer Investor Services P.O. Box 2199768 Kansas City, MO 64121-9768 866-655-3650	Priority Income Fund, Inc. c/o Behringer Investor Services 430 West 7th Street Kansas City, MO 64105-1407 866-655-3650

YOU ARE RESPONSIBLE FOR CONFIRMING THAT THIS NOTICE OF WITHDRAWAL IS RECEIVED BY PRIORITY INCOME FUND, INC. AT THE ADDRESS ABOVE

NOTICE OF WITHDRAWAL
Pursuant to the Offer to Purchase Dated
December 15, 2016

LADIES AND GENTLEMEN,

The undersigned hereby withdraws the tender of its Shares to Priority Income Fund, Inc. (the “Company”) for purchase by the Company that previously was submitted by the undersigned in a Letter of Transmittal dated __________________________, 20___. This tender was in the amount of __________________ Shares.

The undersigned recognizes that upon the receipt on a timely basis of this Notice of Withdrawal of Tender, properly executed, the Shares previously tendered will not be purchased by the Company.

For Individual Investors and Joint Tenants

IMPORTANT: Signature of investors(s) or authorized person(s) should be exactly as appeared on subscription agreement.

Signature of Investor(s) Authorized Person(s)______________________________________________________

Name of Signatory (Please print)__________________________________________________________________

Title of Authorized Person (Please print)____________________________________________________________

Signature of Investor(s) Authorized Person(s)______________________________________________________

Name of Signatory (Please print)__________________________________________________________________

Title of Authorized Person (Please print)____________________________________________________________

For Other Investors

Signature of Investor(s) Authorized Person(s)_______________________________________________________

Name of Signatory (Please print)___________________________________________________________________

Title of Authorized person (Please print)_____________________________________________________________