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Item 9A. Controls and Procedures

2025-03-13 compared with 2024-03-14 · 102 added, 39 removed, 647 unchanged (18% of the section changed)

61 unchanged sentences

In addition, Mr.

Gatto is a Trustee, Co-President and Co-Chief Executive Officer and serves on the investment allocation committee of CION Ares Diversified Credit Fund, a diversified, closed-end management investment company, and is a Trustee, Co-President and Co-Chief Executive Officer of CION Grosvenor Infrastructure Fund, also a diversified, closed-end management investment company.

He joined CION Investments in 1999.

12 unchanged sentences

In addition, Mr.

Reisner is a Trustee, Co-President and Co-Chief Executive Officer and serves on the investment allocation committee of CION Ares Diversified Credit Fund, a diversified, closed-end management investment company, and is a Co-President and Co-Chief Executive Officer of CION Grosvenor Infrastructure Fund, also a diversified, closed-end management investment company.

He joined CION Investments in 2001.

29 unchanged sentences

Schwartz has served as a member of our Board since 2012.

He has been a Managing Director at ACON Investments since July 2014.

He was a Managing Director at ACON Investments from 2014 to 2024.

Schwartz is the founder of Constructivist Capital, LLC, a firm that works with family offices and alternative asset management firms to pursue attractive investment opportunities.

2 unchanged sentences

Schwartz was an associate in the Financial Entrepreneurs Group of Salomon Smith Barney, where he worked on a variety of financings and advisory assignments.

He also serves or has served on the board of directors of a number of other public and private companies, including Invacare Corporation, True Value Company, 1-800 Contacts, Inc., Commonwealth Laminating & Coating, Inc., Easton Bell Sports, Inc., STVT-AAI Education Inc., Igloo Products Corp., APR Energy, PLC, Borden Dairy Holdings and ATU Auto Technick-Unger.

He also serves or has served on the board of directors of a number of other public and private companies, including Invacare Corporation, True Value Company, LLC, 1-800 Contacts, Inc., Commonwealth Laminating & Coating, Inc., Easton Bell Sports, Inc., STVT-AAI Education Inc.

(Ancora Education), Igloo Products Corp., APR Energy, PLC, Borden Dairy Holdings, ATU Auto Technick-Unger, PSSI, Rapid Deploy, Inc., Prima-Wawona, AFH, Melinta Therapeutics LLC, Tempel Steel, Mark Andy Inc., FEV Acquisition LLC, Injured Workers Pharmacy, LLC, Aventine, Inc.

and VillageMD.

In addition, Mr.

16 unchanged sentences

Since 2014, Mr.

Finlay has been the Managing Principal of Ardentis LLC and is also an advisor to the board of EMM Investments LLC, a privately held asset manager engaged in lending to asset intensive companies.

Finlay has been the Managing Principal of Ardentis LLC.

From 2015 to 2021, he was advisor to the board of EMM Investments LLC, a privately held asset manager engaged in lending to asset intensive companies.

From 2009 to 2011, Mr.

5 unchanged sentences

He is the co-founder and Managing Partner of Hudson Partners Group LLC.

The firm assists investment managers in raising institutional capital for hedge funds, private equity and other alternative investment strategies.

The firm provides capital market advisory services and previously assisted investment managers in raising institutional capital for hedge funds, private equity and other alternative investment strategies through its wholly owned subsidiary Hudson Partners Securities LLC.

Mr Hedin has also been a FINOP professional for Stone Key Securities LLC since 2010.

From 1999 to 2007, Mr.

40 unchanged sentences

Most recently, he was a partner with the global law firm, Reed Smith, LLP, in its Global Financial Industry Group.

Estrada is a Trustee of CION Grosvenor Infrastructure Fund, a diversified, closed-end management investment company, since 2024.

In addition, Mr.

Estrada has been a partner at American Redress Partners, LLP since 2024.

He has served as a director for a family foundation since 2021 and as an advisory and executive board member for certain non-profit businesses.

30 unchanged sentences

Franz is also the Chief Financial Officer of CIM, our registered investment advisor.

Franz joined CION Investments in March 2009.

Franz joined CION Investments in March 2009 and was formerly the Vice President of Finance and Accounting and then a Senior Vice President and Principal Financial Officer through 2011.

Prior to joining CION Investments, Mr.

28 unchanged sentences

Bresner is a holder of the right to use the Chartered Financial Analyst® designation.

Stephen Roman joined CIG in July of 2013 and since August 2013 has been Vice President of CIM.

During his tenure at our company, Mr.

Roman has advised on numerous legal and regulatory matters and managed corporate and securities law compliance matters for our various corporate entities as well as our registered investment adviser.

From November 2012 through June 2013, Mr.

Roman served as an attorney in New York.

Previously, he was an analyst at Forex Capital Markets.

Roman received a J.D.

from the Northwestern University School of Law and a B.S.

from New York University.

Roman is a holder of the right to use the Chartered Financial Analyst® designation and is a member of the CFA Institute.

Stephen Roman has served as our Chief Compliance Officer and Secretary since February 2016 and is also the Chief Compliance Officer of CION Grosvenor Infrastructure Fund since 2024.

He advises on regulatory, compliance, fund governance, and operational matters for alternative investment funds and their advisers.

Prior to joining CIG in 2013, Mr.

Roman practiced law in New York, and earlier in his career, he was an analyst at Forex Capital Markets.

Roman holds a B.S.

from New York University and a J.D.

from Northwestern University School of Law.

He is a CFA® Charterholder.

A Pinero has served as our Chief Legal Officer since November 2021 and as Senior Director and Counsel of CIG and its affiliated entities since July 2013.

37 unchanged sentences

The members of the Board that are not independent directors are referred to as interested directors.

Gatto and Reisner, who are “interested persons” as defined in Section 2(a)(19) of the 1940 Act, serve as the co-chief executive officers and co-chairmen of the Board.

Gatto and Reisner, who are “interested persons” as defined in Section 2(a)(19) of the 1940 Act, serve as our co-chief executive officers and co-chairmen of the Board.

The Board believes that Messrs.

52 unchanged sentences

The nominating and corporate governance committee will consider shareholders’ proposed nominations for directors.

The nominating and corporate governance committee met three times in 2023.

The nominating and corporate governance committee met four times in 2024.

The nominating and corporate governance committee considers candidates suggested by its members and other directors, as well as our management and shareholders.

21 unchanged sentences

However, the compensation payable to CIM pursuant to the investment advisory agreement has been separately approved by a majority of the independent directors, as well as our shareholders in 2021, and renewed annually by such independent directors commencing in 2023.

As none of our executive officers currently is compensated by us, the compensation committee does not produce and/or review a report on executive compensation practices.

As none of our executive officers currently are compensated by us, the compensation committee does not produce and/or review a report on executive compensation practices.

The compensation committee did not hold any formal meetings in 2024.

13 unchanged sentences

We did not pay compensation to our directors who also serve in an executive officer capacity for us or CIM for the year ended December 31, 2024.

Our directors were paid compensation of $687,683 in connection with their service on the Board during the year ended December 31, 2023.

No director or executive officer receives pension or retirement benefits from us.

The table below shows information regarding the compensation earned by our directors for the fiscal year ended December 31, 2024.

No information has been provided with respect to our executive officers who are not directors since our executive officers do not receive any direct compensation from us.

Name Aggregate Compensation From Us(1)

Independent Directors

Breakstone(2) $131,165

Choi $105,000

Estrada $106,656

Finlay $107,827

Hedin $106,625

Schwartz(3) $134,638

Interested Directors(4)

Mark Gatto None

(1) Figure includes amount of reasonable out-of-pocket expenses reimbursed to the director during the period.

We did not award any portion of the fees earned by the directors in stock or options during the year ended December 31, 2024.

We do not have a profit-sharing plan, and directors do not receive any pension or retirement benefits from us.

(2) Includes compensation as chairman of the nominating and corporate governance committee.

(3) Includes compensation as chairman of the audit committee.

Gatto and Reisner are each an interested director and, as such, receive no compensation from us for their service as directors.

Communications Between Shareholders and the Board of Directors

8 unchanged sentences

Practice and Policies Regarding Personal Trading and Hedging of Equity

We have also established a policy designed to prohibit the officers, directors, and certain employees of CIM and its affiliates from purchasing or selling our shares while in possession of material nonpublic information, or otherwise using such information for their personal benefit or in any manner that would violate applicable laws and regulations.

or in any manner that would violate applicable laws and regulations.

The policy also prohibits all directors and officers from engaging in hedging or monetization transactions or similar arrangements with respect to our securities without prior approval of our chief compliance officer.

3 unchanged sentences

Based on publicly available information, we are not aware of any director, officer, beneficial owner of more than ten percent of any class of our equity securities registered pursuant to Section 12 of the Exchange Act, or any other person subject to Section 16 of the Exchange Act with respect to us, who failed to file a required form or failed to file their forms on a timely basis.

Statement of Policy on Insider Trading

We have adopted a statement of policy on insider trading applicable to us, our officers and our directors, CIM, and our affiliated funds and investment advisers that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations.

A copy of the statement of policy on insider trading has been filed as an exhibit to this Annual Report on Form 10-K.

Executive Compensation

22 unchanged sentences

Stephen Roman (11)

Charlie Arestia None None

Charlie Arestia (13)

All Executive Officers and Directors as a group (13 persons) 283,614.20 *

6 unchanged sentences

Gatto disclaims beneficial ownership of the shares held by CIG except to the extent of his pecuniary interest therein.

Also includes (i) 1,000 shares held by the Gatto Living Trust in which Mr.

Gatto, as Co-Trustee of the Gatto Living Trust, may be deemed to beneficially own the shares held by the Gatto Living Trust, (ii) 50 Shares held for A.G., the child of Mr.

Gatto, through a custodial account established pursuant to the Uniform Transfer to Minors Act, or the UTMA, for which Mr.

Gatto serves as custodian, (iii) 50 Shares held for G.G., the child of Mr.

Gatto, through a custodial account established pursuant to the UTMA for which Mr.

Gatto serves as custodian, and (iv) 50 Shares held for M.G., the child of Mr.

Gatto, through a custodial account established pursuant to the UTMA for which Mr.

Gatto serves as custodian.

Reisner is the record holder of 13,698 shares, and CIG is the record holder of 62,598.77 shares that includes 5,932.67 shares acquired under our distribution reinvestment plan.

12 unchanged sentences

Hedin is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

Franz is the record holder of 72,360.01 shares, and an investment retirement account is the record holder of 3,248.49 shares that includes 748.49 shares acquired under our distribution reinvestment plan.

Franz is the record holder of 80,854.82 shares that includes 12,139.82 shares acquired under our distribution reinvestment plan, and an investment retirement account is the record holder of 3,693.54 shares that includes 1,193.54 shares acquired under our distribution reinvestment plan.

Franz is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

3 unchanged sentences

(12) Includes 1,837.20 shares acquired under our distribution reinvestment plan.

(13) Includes 50.30 shares acquired under our distribution reinvestment plan.

An investment retirement account is the record holder of these shares.

Arestia is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

DOLLAR RANGE OF SECURITIES BENEFICIALLY OWNED BY DIRECTORS

The following table sets forth, as of March 5, 2025, the dollar range of our equity securities that are beneficially owned by each of our directors.

Name of Director Dollar Range of Equity Securities Beneficially Owned in the Company (1)(2)(3)

Name of Director Dollar Range of Equity Securities Beneficially Owned in Us (1)(2)(3)

Independent Directors:

22 unchanged sentences

Pursuant to the investment advisory agreement, we pay CIM a base management fee and an incentive fee.

For the year ended December 31, 2024, CIM earned a base management fee of approximately $27 million and an incentive fee of approximately $20 million.

We have also entered into an administration agreement with CIM pursuant to which we reimburse CIM for administrative expenses it incurs on our behalf.

On January 1, 2019, we entered into a servicing agreement with CIM’s affiliate, Apollo Investment Administration, L.P., or AIA, pursuant to which AIA from time to time furnishes us with administrative services including, but not limited to, loan and high yield trading services, trade and settlement support, and supplementary investment valuation information.

AIA is reimbursed for administrative expenses it incurs on our behalf in performing its obligations, provided that such reimbursement is reasonable, and costs and expenses incurred are documented.

For the year ended December 31, 2024, we reimbursed CIM approximately $ 5 million for administrative services.

On January 1, 2019, we entered into a servicing agreement with CIM’s affiliate, Apollo Investment Administration, L.P., or AIA, pursuant to which AIA furnished us with administrative services including, but not limited to, loan and high yield trading services, trade and settlement support, and supplementary investment valuation information.

AIA was reimbursed for administrative expenses it incurred on our behalf in performing its obligations, provided that such reimbursement was reasonable, and costs and expenses incurred were documented.

The servicing agreement may be terminated at any time, without the payment of any penalty, by either party, upon 60 days' written notice to the other party.

67 unchanged sentences

Audit Committee Report (1)

As part of its oversight of the financial statements of CĪON Investment Corporation, or the Company, the Audit Committee reviewed and discussed with both management and RSM US LLP, the Company’s independent registered public accounting firm, the Company’s consolidated financial statements to be filed with the SEC for the fiscal year ended December 31, 2023.

Management advised the Audit Committee that all financial statements were prepared in accordance with U.S.

As part of its oversight of the consolidated financial statements of CĪON Investment Corporation, or the Company, the Audit Committee reviewed and discussed with both management and RSM US LLP, the Company’s independent registered public accounting firm, the Company’s consolidated financial statements to be filed with the SEC for the fiscal year ended December 31, 2024.

Management advised the Audit Committee that all consolidated financial statements were prepared in accordance with U.S.

generally accepted accounting principles, or GAAP, and reviewed significant accounting issues with the Audit Committee.

26 unchanged sentences

2.1 Purchase and Sale Agreement, dated as of September 30, 2016, by and between Park South Funding, LLC and Credit Suisse Alternative Capital, LLC (Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with the SEC on October 4, 2016 (File No.

3.1 Third Articles of Amendment and Restatement of the Articles of Incorporation of CĪON Investment Corporation (Incorporated by reference to Exhibit A to Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 13, 2021 (File No.

3.1 Third Articles of Amendment and Restatement of the Articles of Incorporation of CĪON Investment Corporation (Incorporated by reference to Exhibit (a)(1) to Pre-Effective Amendment No.

1 to Registrant’s Registration Statement on Form N-2 filed with the SEC on June 14, 2024 (File No.

333-278658)).

3.2 Articles of Amendment to the Third Articles of Amendment and Restatement of the Articles of Incorporation of CĪON Investment Corporation (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2021(File No.

4 unchanged sentences

4.2 Distribution Reinvestment Plan of CĪON Investment Corporation (Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2021 (File No.

4.3 Description of Registrant’s Securities (Incorporated by reference to Exhibit 4.4 to Registrant’s Annual Report on Form 10-K filed with the SEC on March 10, 2022 (File No.

4.3 Description of Registrant’s Securities .

4.4 Indenture, dated as of October 3, 2024, by and between CĪON Investment Corporation and U.S.

Bank Trust Company, National Association (Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2024 (File No.

4.5 First Supplemental Indenture, dated as of October 3, 2024, by and between CĪON Investment Corporation and U.S.

Bank Trust Company, National Association (Incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2024 (File No.

4.6 Form of 7.50% Notes due 2029 (Included as part of and incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2024 (File No.

10.1 Second Amended and Restated Investment Advisory Agreement, dated as of October 5, 2021, by and between CĪON Investment Corporation and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 5, 2021 (File No.

3 unchanged sentences

333-178646)).

10.3 Third Amended and Restated Expense Support and Conditional Reimbursement Agreement, dated as of December 9, 2020, by and between CĪON Investment Corporation and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 15, 2020 (File No.

Description of Document

10.3 Sale and Contribution Agreement, dated as of August 26, 2016, by and between 34th Street Funding, LLC and CĪON Investment Corporation (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on September 1, 2016 (File No.

3 unchanged sentences

10.7 Murray Hill Funding II, LLC Class A Notes Due 2027 (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed with the SEC on May 25, 2017 (File No.

Description of Document

10.8 Contribution Agreement, dated as of May 19, 2017, by and among UBS AG, London Branch, Murray Hill Funding II, LLC, U.S.

12 unchanged sentences

10.17 Note Purchase Agreement of CĪON Investment Corporation related to the 2026 Notes, dated as of February 11, 2021 (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on February 16, 2021 (File No.

Description of Document

10.18 Third Amended and Restated Loan and Security Agreement, dated as of February 26, 2021, by and among 34th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S.

Bank National Association and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on March 1, 2021 (File No.

10.20 Unsecured Term Loan Facility Agreement, dated as of April 14, 2021, by and between CĪON Investment Corporation and More Provident Funds Ltd.

(Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 20, 2021 (File No.

10.19 First Amendment to Third Amended and Restated Loan and Security Agreement, dated as of March 28, 2022, by and among 34th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S.

1 unchanged sentence

Bank National Association and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on March 29, 2022 (File No.

10.22 Unsecured Term Loan Facility Agreement, dated as of April 27, 2022, by and between CĪON Investment Corporation and More Provident Funds and Pension Ltd.

10.20 Unsecured Term Loan Facility Agreement, dated as of April 27, 2022, by and between CĪON Investment Corporation and an Israeli institutional investor .

(Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 27, 2022 (File No.

6 unchanged sentences

10.24 Amended and Restated Master Confirmation to the Global Master Repurchase Agreement (Class A-R Notes), dated as of June 14, 2023, by and between Murray Hill Funding, LLC and UBS AG (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on June 15, 2023 (File No.

Description of Document

10.25 Note Purchase Agreement of CĪON Investment Corporation related to the 2027 Notes, dated as of November 8, 2023 (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023 (File No.

10.26 Third Amendment to Third Amended and Restated Loan and Security Agreement, dated as of May 14, 2024, by and among 34th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S.

Bank Trust Company, National Association, U.S.

Bank National Association and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 20, 2024 (File No.

10.27 Fourth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of June 17, 2024, by and among 34th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S.

Bank Trust Company, National Association, U.S.

Bank National Association and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on June 18, 2024 (File No.

10.28 Fifth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of July 15, 2024, by and among 34th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S.

Bank Trust Company, National Association, U.S.

Bank National Association and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on July 18, 2024 (File No.

10.29 Amended and Restated Note Purchase Agreement, dated as of September 18, 2024, by and among CĪON Investment Corporation and certain institutional investors (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on September 23, 2024 (File No.

10.30 Unsecured Term Loan Facility Agreement, dated as of September 30, 2024, by and between CĪON Investment Corporation and an Israeli institutional investor (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on October 4, 2024 (File No.

Description of Document

10.31 Sixth Amended and Restated Master Confirmation to the Global Master Repurchase Agreement (Class A-1 Notes), dated as of November 13, 2024, by and between Murray Hill Funding, LLC and UBS AG (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on November 15, 2024 (File No.

10.32 Second Amended and Restated Master Confirmation to the Global Master Repurchase Agreement (Class A-R Notes), dated as of November 13, 2024, by and between Murray Hill Funding, LLC and UBS AG (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on November 15, 2024 (File No.

10.33 Seventh Amended and Restated Master Confirmation to the Global Master Repurchase Agreement (Class A-1 Notes), dated as of January 13, 2025, by and between Murray Hill Funding, LLC and UBS AG (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on January 14, 2025 (File No.

10.34 Third Amended and Restated Master Confirmation to the Global Master Repurchase Agreement (Class A-R Notes), dated as of January 13, 2025, by and between Murray Hill Funding, LLC and UBS AG (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on January 14, 2025 (File No.

10.35 Termination Agreement, dated as of February 13, 2025, by and among Murray Hill Funding II, LLC, Murray Hill Funding, LLC, CION Investment Management, LLC, UBS AG, London Branch, US Bank Trust Company, National Association, and US Bank National Association (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2025 (File No.

10.36 Loan and Security Agreement, dated as of February 13, 2025, by and among Murray Hill Funding II, LLC, Murray Hill Funding, LLC, CION Investment Management, LLC, each of the Lenders from time-to-time party thereto, UBS AG, London Branch, US Bank Trust Company, National Association, and US Bank National Association (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2025 (File No.

14.1 Code of Ethics of CĪON Investment Corporation, CION Investment Management, LLC, CION Investment Management II, LLC and Affiliated Advisers (Incorporated by reference to Exhibit 14.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 10, 2023 (File No.

21.1 Subsidiaries of CĪON Investment Corporation.

19.1 CĪON Investment Corporation, CION Investment Management, LLC and Affiliated Funds and Advisers Statement of Policy on Insider Trading.*

21.1 Subsidiaries of CĪON Investment Corporation (Incorporated by reference to Exhibit 21.1 to Registrant’s Annual Report on Form 10-K filed with the SEC on March 14, 2024 (File No.

23.1 Consent of Independent Registered Public Accounting Firm.

8 unchanged sentences

§1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

97.1 CĪON Investment Corporation Clawback Policy*

97.1 CĪON Investment Corporation Clawback Policy (Incorporated by reference to Exhibit 97.1 to Registrant’s Annual Report on Form 10-K filed with the SEC on March 14, 2024 (File No.

99.1 Report of Independent Registered Public Accounting Firm on Supplemental Information.*

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

29 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures