PROPOSAL 1: ELECTION OF DIRECTOR

NOMINEE FOR INDEPENDENT DIRECTOR

INDEPENDENT DIRECTORS

INTERESTED DIRECTORS⁽³⁾

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

CORPORATE GOVERNANCE

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF
THE DIRECTOR NOMINEE NAMED IN THIS PROXY STATEMENT.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

SUBMISSION OF SHAREHOLDER PROPOSALS

OTHER MATTERS TO COME BEFORE THE MEETING

INVESTMENT ADVISER, SUB-ADVISER, ADMINISTRATOR AND DEALER MANAGER

CĪON INVESTMENT CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 27, 2016

CĪON Investment Corporation

3 Park Avenue, 36th Floor

CĪON INVESTMENT CORPORATION3 Park Avenue, 36th FloorNew York, NY 10016(212) 418-4700

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON MAY 27, 2016

CĪON INVESTMENT CORPORATION

ANNUAL

PROXY STATEMENTGENERAL

PROPOSAL 1: ELECTION OF DIRECTOR

NOMINEE FOR INDEPENDENT DIRECTOR

INDEPENDENT DIRECTORS

INTERESTED DIRECTORS(3)

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

CORPORATE GOVERNANCE

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OFTHE DIRECTOR NOMINEE NAMED IN THIS PROXY STATEMENT.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

SUBMISSION OF SHAREHOLDER PROPOSALS

OTHER MATTERS TO COME BEFORE THE MEETING

INVESTMENT ADVISER, SUB-ADVISER, ADMINISTRATOR AND DEALER MANAGER

CĪON INVESTMENT CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON MAY 27, 2016

3 Park Avenue, 36^th Floor

CĪON INVESTMENT CORPORATION
3 Park Avenue, 36^th Floor
New York, NY 10016
(212) 418-4700

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 27, 2016

PROXY STATEMENT

GENERAL

INTERESTED DIRECTORS⁽³⁾

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF
THE DIRECTOR NOMINEE NAMED IN THIS PROXY STATEMENT.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 27, 2016

Information about Director Nominee and Executive Officers

Director Independence

Risk Oversight and Board Structure

CommitteesBylaws, which we refer to as the “Bylaws,” notice of any proposal that a shareholder intends to present at the Board

Audit Committee

Nominating and Corporate Governance Committee

Compensation Committee

Compensation of Directors

Communications Between Shareholders and the Board of Directors

Code of Business Conduct

Compensation Discussion and Analysis

Certain Relationships and Related Transactions

Policies and Procedures for Managing Conflicts

Competition

Affiliated Dealer Manager

Co-Investment Opportunities

Material Non-public Information

Appraisal and Compensation

Section 16(a) Beneficial Ownership Reporting Compliance

Required Vote

Fees

Audit Committee Report⁽¹⁾

Vote Required

Quorum

Record Date

Vote Required

Additional Solicitation

Householding

Voting

Other Information Regarding this Solicitation

Information about Director Nominee and Executive Officers

Director Independence

Risk Oversight and Board Structure

CommitteesBylaws, which we refer to as the “Bylaws,” notice of any proposal that a shareholder intends to present at the Board

Audit Committee

Nominating and Corporate Governance Committee

Compensation Committee

Compensation of Directors

Communications Between Shareholders and the Board of Directors

Code of Business Conduct

Compensation Discussion and Analysis

Certain Relationships and Related Transactions

Policies and Procedures for Managing Conflicts

Competition

Affiliated Dealer Manager

Co-Investment Opportunities

Material Non-public Information

Appraisal and Compensation

Section 16(a) Beneficial Ownership Reporting Compliance

Required Vote

Fees

Audit Committee Report(1)

Vote Required

Audit Committee Report⁽¹⁾

DOLLAR RANGE OF SECURITIES BENEFICIALLY OWNED BY DIRECTORS

Set forth in the table below is the dollar range of equity securities of the Company beneficially owned by each director as of the Record Date.


Name of Director			Dollar Range of Equity Securities Beneficially Owned in the Company⁽¹⁾⁽²⁾
Independent Directors:
Robert A. Breakstone			None
Peter I. Finlay			None
Aron I. Schwartz			None
Earl V. Hedin			$50,001 – $100,000
Catherine K. Choi			None
Edward J. Estrada			None
Interested Directors:
Mark Gatto			Over $100,000
Michael A. Reisner			Over $100,000

(1)

The dollar ranges are as follows: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000 or over $100,000.

(2)

Beneficial ownership determined in accordance with Rule 16a-1(a)(2) under the Exchange Act.

INFORMATION ABOUT THE MEETING AND VOTING

What is the date of the Meeting and how will it be held?

The Meeting will be held on Thursday, December 30, 2021 at 5:00 p.m. Eastern Time. The Meeting will be a completely virtual meeting, which will be conducted via live webcast.

What will I be voting on at the Meeting?

On October 5, 2021, the Company’s Shares commenced trading on the New York Stock Exchange under the symbol “CION”. At the ~~Annual~~ Meeting, shareholders are being asked to consider and vote upon the ~~election~~approval of ~~one~~a proposal to approve the application of the ~~current directors~~reduced asset coverage requirements in Section 61(a)(2) of the ~~Company. Pursuant~~1940 Act to the ~~Company’s Bylaws,~~Company, which would permit the ~~Board~~Company to increase the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirement applicable to the Company from 200% to 150%. Please see the summary of the Leverage Proposal above and the detailed discussion of the Leverage Proposal below for more information.

Who can vote at the Meeting?

The Record Date for the determination of holders of Shares entitled to notice of and to vote at the Meeting, or any adjournment or postponement of the Meeting, is the close of business on November 2, 2021. As of the Record Date, approximately 56,958,440 Shares were issued and outstanding and entitled to vote at the Meeting.

How many votes do I have?

Shareholders are entitled to cast one vote for each Share held and fractional votes for each fractional Share held.

How may ~~modify~~I vote?

The Company will be hosting the ~~number~~Meeting live via audio webcast. Any shareholder can attend the Meeting live online at www.virtualshareholdermeeting.com/cic2021sm. If you were a shareholder as of ~~directors~~the Record Date, or you hold a valid proxy for the Meeting, you can vote at the Meeting. A summary of the information you need to attend the Meeting online is provided below:

Instructions on how to attend and participate via the Internet, including how to demonstrate proof of Share ownership, are posted at www.virtualshareholdermeeting.com/cic2021sm;

Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/cic2021sm on the ~~Board, provided~~day of the Meeting;

Webcast starts at 5:00 p.m., Eastern Time;

You will need your 16-digit control number to enter the Meeting via the Internet; and

Shareholders may submit questions while attending the Meeting via the Internet.

To attend and participate in the Meeting virtually, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your Shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through your bank or broker. If you lose your 16-digit control number, you may join the ~~number of directors~~Meeting as a “Guest”, but you will not be ~~fewer than~~able to vote, ask questions or access the ~~minimum~~list of shareholders as of the Record Date. The Company will have technicians ready to assist with any technical difficulties that shareholders may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or Meeting time, please call the technical support number ~~required~~that will be posted on the Meeting login page.

If you will not vote at the Meeting virtually, please sign, date and promptly return the enclosed proxy card in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States, or use the internet or telephone voting options to cast your vote. To vote by mail, indicate your instructions, sign, date and promptly return the ~~Maryland General Corporation Law~~enclosed proxy card in the accompanying postage pre-paid envelope. To vote by internet or ~~greater than twelve. Pursuant~~telephone, please use the control number on your proxy card and follow the instructions as described on your proxy card. If the enclosed proxy card is properly executed and received prior to the ~~Company’s articles of incorporation,~~Meeting and has not been revoked, the Company’s directors are divided into three classes. Each class of directors will hold office for a three-year term. However, the initial members of the three classes have initial terms of one, two and three years, respectively. At each annual meeting of shareholders, the successors to the class of directors whose terms expire at such meetingShares represented thereby will be ~~elected to hold office for a term expiring at~~voted in accordance with the ~~annual meeting of shareholders held~~instructions marked on the returned proxy card or, if no

instructions are marked, the proxy card will be voted “FOR” the proposal and in the third year following the year of their election. Each director will hold office for the term to which he or she is elected and serve until his or her successor is duly elected and qualified. The Board is currently comprised of five directors.

On March 22, 2016, former New Jersey Governor James J. Florio, 78, gave notice to the Board that he would resign as a director of the Company and from his positions on the audit committee and nominating and corporate governance committee, effective if and when his resignation was accepted by the Board and upon the Board’s election of his successor. At a meeting held on March 22, 2016, the Board accepted former Governor Florio’s resignation and named his successor, rendering his resignation effective. Former Governor Florio’s decision to resign was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Effective March 22, 2016, the Board elected Peter I. Finlay, 54, as a director of the Company to fill the vacancy created by former Governor Florio’s resignation, and elected Mr. Finlay to serve on the audit committee and nominating and corporate governance committee.

Accordingly, Mr. Finlay has been nominated for election by the Board to serve a three-year term expiring at the 2019 annual meeting of shareholders and until his successor is duly elected and qualified. The director has agreed to serve as a director if elected and has consented to be named as a nominee. No person being nominated as a director is being proposed for election pursuant to any agreement or understanding between any such person and the Company.

~~A shareholder can vote for, or withhold his or her vote from, the director nominee.~~~~In the absence of instructions to the contrary, it is the intention~~discretion of the persons named as proxies in connection with any other matter that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. If you have any questions regarding the proxy materials, please contact the Company at 800-343-3736.

The Company combines mailings for multiple accounts going to ~~vote such proxy FOR the election~~a single household by delivering to that address in a single envelope a copy of the ~~director nominee named below.~~document (annual reports, prospectuses, proxy statements, etc.) or other communications for all accounts who have consented or are deemed to have consented to receiving such communications in such manner in accordance with the rules of the SEC. If you do not want the Company to continue consolidating your mailings and would prefer to receive separate mailings of Company communications, or you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact the Company’s transfer agent, DST Systems, Inc. at (800) 343-3736 or send mail to CĪON Investment Corporation, c/o DST Systems, Inc., 430 West 7^th Street, Kansas City, Missouri 64105.

How will proxies be voted?

It is expected that the solicitation of proxies will be primarily by mail. The Company’s officers, personnel of CIM and any authorized proxy solicitation agent, may also solicit proxies by telephone, internet or in person. If the ~~director nominee should decline~~Company records votes through the internet or ~~be unable~~by telephone, it will use procedures designed to ~~serve as a director, it is intended~~authenticate shareholders’ identities, to allow shareholders to authorize the voting of their Shares in accordance with their instructions and to confirm that their identities and votes have been properly recorded. The Company has requested that brokers, nominees, fiduciaries, and other persons holding Shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. The Company will reimburse such persons for their reasonable expenses in so doing.

The Company will pay the expenses associated with this proxy statement and solicitation. The Company has engaged Broadridge Financial Services, Inc., an independent proxy solicitation firm, to assist in the solicitation of the proxies for an estimated fee of approximately $50,000, plus out-of-pocket expenses, which will be paid by the Company.

How can I change my vote or revoke a proxy?

If the form of proxy is properly executed and returned in time to be voted at the Meeting, the Shares covered thereby will be voted at the Meeting in accordance with the instructions marked thereon. All properly executed proxies received by the Board that do not specify how Shares should be voted will be voted “FOR” the Leverage Proposal, and in the discretion of the persons named as proxies in connection with any other matter which may properly come before the Meeting or at any adjournment or postponement thereof. A shareholder who has given a proxy may revoke his or her proxy any time before it is exercised by (i) attending and voting virtually at the Meeting, (ii) giving written notice of such revocation to the Secretary of the Company, or (iii) returning a properly executed, later-dated proxy.

What if I return my proxy card but do not mark it to show how I am voting?

If your proxy card is signed and returned without specifying your choices, your Shares will be voted as recommended by the Board of Directors.

What vote is required to approve the Leverage Proposal?

A quorum must be present at the Meeting for any business to be conducted. Under the Company’s Bylaws, one-third of the number of Shares entitled to be cast, present virtually or by proxy, constitutes a quorum for the ~~election~~transaction of business. Shareholders of the Company are entitled to one vote for each Share held. Abstentions and withheld votes will be treated as Shares that are present for purposes of determining the presence of a quorum for transacting business at the Meeting. Broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will not be treated as present.

The Chairman of the Meeting or the shareholders entitled to vote at the Meeting, present virtually or by proxy, shall have the power to adjourn the Meeting from time to time, which would include the ability to adjourn the Meeting to a date not more than 120 days after the Record Date without notice other than the announcement at the Meeting of the future date, time and location of the reconvened Meeting. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against the proposal for which an adjournment is sought. Any business that might have been transacted at the Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present. If sufficient votes in favor of the proposal have been received by the time of the Meeting, the proposal will be acted upon and such actions will be final.
Leverage Proposal: The affirmative vote of a majority of the votes cast at the Meeting virtually or by proxy is required to approve the Leverage Proposal. Abstentions will not be included in determining the number of votes cast and, as a result, will not have any effect on the result of the vote with respect to the Leverage Proposal. Broker non-votes are not considered votes cast and thus have no effect on the Leverage Proposal.
What is a “broker non-vote”?
A “broker non-vote” occurs when a broker who holds Shares for the beneficial owner does not vote on a proposal because the broker does not have discretionary voting authority for that proposal and has not received instructions from the beneficial owner of the Shares. Broker non-votes will not be counted as present for the purposes of the Meeting.
Are shareholders entitled to appraisal rights in connection with the proposal?
The proposal, if approved, does not entitle shareholders to appraisal rights under Maryland law or the Company’s governing documents.
What constitutes a “quorum”?
Under the Company’s Bylaws, one-third of the number of Shares entitled to be cast, present virtually or by proxy, constitutes a quorum for the transaction of business. Shareholders of the Company are entitled to one vote for each Share held.
Whom should I call for additional information about voting by proxy or authorizing a proxy by telephone or Internet to vote my Shares?
If you have any questions regarding the proxy materials, please contact the Company at 800-343-3736.
8

PROPOSAL 1

TO APPROVE THE COMPANY BECOMING SUBJECT TO THE MINIMUM ASSET COVERAGE RATIO UNDER THE SBCAA OF AT LEAST 150%
Background and 1940 Act Requirements
The Company is an externally managed, closed-end, non-diversified, management investment company that has elected to be regulated as a BDC under the 1940 Act. The Company may issue debt securities or preferred stock, which are collectively referred to as “senior securities,” up to the maximum amount permitted by the 1940 Act. BDCs are generally able to issue senior securities such that their asset coverage, as defined in the 1940 Act, equals at least 200% of gross assets less all liabilities and indebtedness not represented by senior securities after each issuance of senior securities.

In March 2018, the Small Business Credit Availability Act (“SBCAA”) was enacted into law. The SBCAA, among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a BDC to have a ratio of total consolidated equity to outstanding indebtedness of 2:1 (i.e., $2 of debt outstanding for each $1 of equity) as compared to a maximum of 1:1 (i.e., $1 of debt outstanding for each $1 of equity) under the 200% asset coverage requirement. Effectiveness of the reduced asset coverage requirement to a BDC requires approval by either (1) a “required majority,” as defined in Section 57(o) of the 1940 Act, of such ~~person~~BDC’s board of directors with effectiveness one year after the date of such approval or ~~persons as are nominated as replacements.~~(2) a majority of votes cast at a special or annual meeting of such BDC’s shareholders at which a quorum is present, which is effective the date after such shareholder approval.

The Board has ~~no reason to believe~~determined that it is advisable and in the ~~person named will be unable or unwilling to serve.~~

~~Certain information pertaining to the director nominee and other directors and executive officers~~best interest of the Company and its shareholders that the reduced asset coverage requirement for senior securities in Section 61(a)(2) of the 1940 Act apply to the Company. Therefore, the Board has decided to seek approval from the shareholders of this proposal to reduce the minimum asset coverage applicable to the Company effective the date after such shareholder approval. If this proposal is ~~set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person held during~~approved by the ~~last five years,~~Company’s shareholders at the Meeting, the asset coverage required for the Company’s senior securities will be 150% rather than 200% and the ~~year~~Company will be permitted to incur double the maximum amount of leverage that it is currently permitted to incur.

Recommendation and Rationale

The Board, including the independent directors, has approved and unanimously recommended that the shareholders vote in ~~which each person became a director~~favor of the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to the Company. The Board ~~oversees~~concluded that this proposal is in the ~~Company’s business and investment activities and is responsible for protecting the~~best interests of the Company and the shareholders. In doing so, the Board considered and evaluated various factors, including the following (each, as discussed more fully below):

the ability to broaden the Company’s ~~shareholders. The responsibilities~~portfolio;

the potential impact (both positive and negative) on net investment income, return to shareholders and net asset value;

the additional flexibility to make required RIC distributions without violating the 1940 Act;

the impact on advisory fees payable by the Company to CIM and the related conflicts of interest;

after being approved by shareholders on August 9, 2021, the Company entered into an amended and restated investment advisory agreement with CIM on August 10, 2021, and after completing the Listing (as defined below) on October 5, 2021, the Company entered into a second amended and restated investment advisory agreement with CIM on October 5, 2021 (together, the “Amended Advisory Agreement”) under which (i) the base management fee payable by the Company was reduced from 2.00% to 1.50%, and further to 1.00% upon shareholder approval of the ~~Board include, among other things,~~Leverage Proposal and applying to assets acquired by the ~~oversight~~Company that are attributable to leverage decreasing the Company’s asset coverage ratio below 200%, (ii) the subordinated incentive fee rate and the incentive fee on capital gains rate were reduced from 20.0% to 17.5%, and (iii) the hurdle rate related to the subordinated incentive fee was reduced from 7.5% per year to 6.5% per year; and

the listing of and commencement of trading of the Shares on the New York Stock Exchange on October 5, 2021 under the symbol “CION” (the “Listing”).

The Company does not plan to change its investment strategy as a result of its ability to incur additional leverage due to the reduced asset coverage requirement.

Ability to broaden the Company’s portfolio

The Board noted that, as of June 30, 2021, the Company was invested in the securities of 132 portfolio companies across 22 industries with an average investment ~~activities,~~size of $12.7 million. The ability to access additional debt capital as a result of a reduced asset coverage requirement applicable to the ~~quarterly valuation~~Company will allow the Company to make additional loans to new portfolio companies, and, as a result, increase the diversification as compared to its current portfolio (whether by number of portfolio companies or industries to which the Company has investment exposure). The Company could also make additional loans to existing portfolio companies with no corresponding loss of diversification of its current portfolio.

Potential impact on net investment income, return to shareholders and net asset value

The Board also considered the impact of additional leverage on the Company’s net investment income, noting that additional leverage could increase net investment income. Thus, the Board noted, additional leverage may allow the Company to maintain its historical distribution rate while investing in assets with lower absolute, but better, or more favorable, risk-adjusted, returns than the Company’s current portfolio. Similarly, the Board considered that, if the value of the Company’s assets ~~oversight~~increases, additional leverage could cause the Company’s net asset value to increase more rapidly than it otherwise would have if the Company did not employ such additional leverage.

Conversely, the Board also noted that if the value of the Company’s assets decreases, increased leverage would cause the Company’s net asset value to decline more rapidly and to a greater extent than it otherwise would have had the Company not employed such increased leverage, thereby accelerating and increasing losses or eliminating an equity stake in a leveraged investment. Similarly, any decrease in the Company’s net investment income will cause its net income to decline more rapidly and to a greater extent than it would have had the Company not employed such increased leverage. Such a decline would also negatively affect the Company’s ability to make distributions on Shares or any outstanding preferred stock. The shareholders bear the burden of any increase in the Company’s expenses as a result of its use of additional leverage, including interest expense, and any increase in the advisory fees payable to CIM. These expenses (which may be higher than the expenses on the Company’s current borrowings due to the rising interest rate environment) would decrease net investment income and, as a result, net asset value, and the Company’s ability to pay such expenses will depend largely on the Company’s financial performance and will be subject to prevailing economic conditions and competitive pressures.

Effect of Leverage on Return to Shareholders

The following tables illustrate the effect of leverage on returns from an investment in Shares assuming that the Company employs leverage such that its asset coverage equals its actual asset coverage ratio as of June 30, 2021 and hypothetical asset coverage ratios of both 200% and 150%, at various annual returns on the Company’s portfolio as of June 30, 2021, net of expenses. The purpose of these tables is to assist shareholders in understanding the effects of leverage. The calculations in the tables below are hypothetical, and actual returns may be higher or lower than those appearing in the tables below.

Selected Consolidated Financial Statement Data (Unaudited)		Hypothetical Amounts as of June 30, 2021 Assuming That the Company Had Incurred the Maximum Amount of Borrowings That Could Be Incurred by the Company
(dollar amounts in millions)	Actual Amounts As of June 30, 2021⁽¹⁾	Under the Currently Applicable 200% Minimum Asset Coverage Ratio⁽²⁾	Under the Proposed 150% Minimum Asset Coverage Ratio⁽³⁾
Total Assets	$1,755	$1,876	$2,802
Total Debt Outstanding	$805	$926	$1,852
Net Assets	$926	$926	$926
Asset Coverage Ratio	215%	200%	150%

(1)	As of June 30, 2021, the Company’s total outstanding indebtedness represented 215% of the Company’s total assets.

(2)

Based on the Company’s total outstanding indebtedness of $805 million as of June 30, 2021 and applying the currently applicable 200% minimum asset coverage ratio, the Company could have incurred up to an additional $121 million of borrowings, bringing the Company’s total indebtedness and total assets to $926 million and $1,876 million, respectively.

(3)

Assuming the Company had incurred the maximum amount of borrowings that could be incurred by the Company under the currently applicable 200% minimum asset coverage ratio of $926 million and applying the proposed 150% minimum asset coverage ratio, the Company could have incurred up to an additional $926 million of borrowings, bringing the Company’s total indebtedness and total assets to $1,852 million and $2,802 million, respectively.

Assumed Return on the Company’s Portfolio (Net of Expenses)	(10.00)%	(5.00)%	0.00%	5.00%	10.00%
Corresponding return to shareholders assuming actual asset coverage as of June 30, 2021 (215%)⁽¹⁾	(21.8)%	(12.5)%	(3.2)%	6.2%	15.5%
Corresponding return to shareholders assuming 200% asset coverage as of June 30, 2021⁽²⁾	(23.6)%	(13.6)%	(3.6)%	6.4%	16.4%
Corresponding return to shareholders assuming 150% asset coverage as of June 30, 2021⁽³⁾	(37.3)%	(22.3)%	(7.3)%	7.7%	22.7%

(1)	Assumes $1,755 million in total assets, $805 million in debt outstanding and $926 million in net assets as of June 30, 2021, and an average cost of funds of 3.6%, which is the Company’s annualized average borrowing cost for the three months ended June 30, 2021.

(2)

Assumes $1,876 million in total assets, $926 million in debt outstanding and $926 million in net assets as of June 30, 2021, and an average cost of funds of 3.6%, which was the Company’s annualized average borrowing cost for the three months ended June 30, 2021. Actual interest payments may be different.

(3)

Assumes $2,802 million in total assets, $1,852 million in debt outstanding and $926 million in net assets as of June 30, 2021, and an average cost of funds of 3.6%, which was the Company’s annualized average borrowing cost for the three months ended June��30, 2021. Actual interest payments may be different.

Based on the Company’s outstanding indebtedness of $805 million as of June 30, 2021 and hypothetical amounts of indebtedness of $926 million and $1,852 million at 200% asset coverage and 150% asset coverage, respectively, and an assumed effective annual interest rate of 3.6% as of that date, the Company’s investment portfolio would have been required to experience an annual return of at least 3.2%, 3.6% and 7.3%, respectively, to cover annual interest payments on the outstanding debt.

Fees and Expenses

For the purposes of this section “Fees and Expenses,” except where the context suggests otherwise, whenever this section contains a reference to fees or expenses paid by “it,” or that “the Company” will pay fees or expenses, shareholders will indirectly bear such fees or expenses as investors in the Company.

	Annualized Expenses Based on Actual Expenses for the Three Months Ended June 30, 2021	Annualized Expenses Assuming Amended Fee Structure⁽¹⁾⁽²⁾ Was Effective for the Three Months Ended June 30, 2021	Annualized Expenses on Hypothetical Expenses for the Three Months Ended June 30, 2021 Assuming that the Amended Fee Structure⁽¹⁾⁽²⁾ Was Effective and that the Company Has Incurred the Maximum Amount of Borrowing That Could Be Incurred by the Company
Estimated Annual Expenses (As a Percentage of Net Assets Attributable to Common Stock)			Under the Currently Applicable 200% Minimum Asset Coverage Ratio	Under the Proposed 150% Minimum Asset Coverage Ratio
Annual expenses (as a percentage of net assets attributable to common stock):
Base management fees	3.6%	2.8%	2.9%	3.4%
Incentive fees payable under investment advisory agreement	0.0%	1.5%	1.6%	2.4%
Interest payments on borrowed funds	3.4%	3.4%	3.9%	7.5%
Other expenses	1.4%	1.4%	1.4%	1.4%
Acquired fund fees and expenses	0.0%	0.0%	0.0%	0.0%
Total annual expenses	8.4%	9.1%	9.8%	14.7%

(1)

Effective upon completion of the Listing on October 5, 2021, the base management fee payable by the Company to CIM was reduced from 2.00% to 1.50%, and further to 1.00% if and upon shareholder approval of the Leverage Proposal and applying to assets acquired by the Company that are attributable to leverage decreasing the Company’s asset coverage ratio below 200%. The base management fees included in this column assume that these changes to the base management fee were in effect as of June 30, 2021.

(2)	After being approved by shareholders on August 9, 2021, effective August 10, 2021, the calculation of the subordinated incentive fee payable by the Company to CIM was changed such that it is based on net assets rather than “Adjusted Capital”. Also, effective upon completion of the

Listing on October 5, 2021, the subordinated incentive fee rate and the incentive fee on capital gains rate were reduced from 20.0% to 17.5%, and the hurdle rate related to the subordinated incentive fee was reduced from 7.5% per year to 6.5% per year. The incentive fees included in this column assume that these changes to the subordinated incentive fee and the incentive fee on capital gains were in effect as of June 30, 2021.

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in Shares. In calculating the following expense amounts, the Company has assumed that annual operating expenses remain at the levels set forth in the table above. This example and the expenses in the table above should not be considered a representation of the Company’s future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

Shareholders would pay the following expenses on a $1,000 Share investment	1 Year	3 Year	5 Year	10 Year
Under the Company’s Actual Asset Coverage Ratio of 215% as of June 30, 2021 based on actual expenses assuming a 5% annual return (none of which is subject to the incentive fee)	$88	$253	$407	$742

Under the Company’s Actual Asset Coverage Ratio of 215% as of June 30, 2021 assuming amended fee structure effective⁽¹⁾⁽²⁾ assuming a 5% annual return (none of which is subject to the incentive fee)	$80	$232	$375	$698

Under the Currently Applicable 200% Minimum Asset Coverage Ratio assuming amended fee structure effective⁽¹⁾⁽²⁾ assuming a 5% annual return (none of which is subject to the incentive fee)	$86	$248	$398	$731

Under the Proposed 150% Minimum Asset Coverage Ratio assuming amended fee structure effective⁽¹⁾⁽²⁾ assuming a 5% annual return (none of which is subject to the incentive fee)	$129	$358	$552	$917

(1)

Effective upon completion of the Listing on October 5, 2021, the base management fee payable by the Company to CIM was reduced from 2.00% to 1.50%, and further to 1.00% if and upon shareholder approval of the Leverage Proposal and applying to assets acquired by the Company that are attributable to leverage decreasing the Company’s asset coverage ratio below 200%. The base management fees included assume that these changes to the base management fee were in effect as of June 30, 2021.

(2)

After being approved by shareholders on August 9, 2021, effective August 10, 2021, the calculation of the subordinated incentive fee payable by the Company to CIM was changed such that it is based on net assets rather than “Adjusted Capital”. Also, effective upon completion of the Listing on October 5, 2021, the subordinated incentive fee rate and the incentive fee on capital gains rate were reduced from 20.0% to 17.5%, and the hurdle rate related to the subordinated incentive fee was reduced from 7.5% per year to 6.5% per year. The incentive fees included assume that these changes to the subordinated incentive fee and the incentive fee on capital gains were in effect as of June 30, 2021.

The above table is designed to assist shareholders in understanding the various costs and expenses that an investor in the Shares will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, the Company’s performance will vary and may result in a return greater or less than 5%. The incentive fee under the Amended Advisory Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example. This illustration assumes that the Company will not realize any capital gains (computed net of all realized capital losses and unrealized capital depreciation) in any of the indicated time periods. If the Company achieves sufficient returns on its investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, its expenses and returns to its investors would be higher. These examples assume reinvestment of all distributions at NAV.

If the 5% annual return were derived entirely from capital gains and thus subject to the capital gain incentive fee, shareholders would pay expenses on a $1,000 investment as follows:

Shareholders would pay the following expenses on a $1,000 Share investment	1 Year	3 Year	5 Year	10 Year
Under the Company’s Actual Asset Coverage Ratio of 215% as of June 30, 2021 based on actual expenses assuming a 5% annual return (none of which is subject to the incentive fee)	$90	$258	$414	$752

Under the Company’s Actual Asset Coverage Ratio of 215% as of June 30, 2021 assuming amended fee structure effective⁽¹⁾⁽²⁾ assuming a 5% annual return (none of which is subject to the incentive fee)	$88	$255	$409	$745

Under the Currently Applicable 200% Minimum Asset Coverage Ratio assuming amended fee structure effective⁽¹⁾⁽²⁾ assuming a 5% annual return (none of which is subject to the incentive fee)	$94	$271	$432	$776

Under the Proposed 150% Minimum Asset Coverage Ratio assuming amended fee structure effective⁽¹⁾⁽²⁾ assuming a 5% annual return (none of which is subject to the incentive fee)	$138	$379	$579	$944

(1)

Effective upon completion of the Listing on October 5, 2021, the base management fee payable by the Company to CIM was reduced from 2.00% to 1.50%, and further to 1.00% if and upon shareholder approval of the Leverage Proposal and applying to assets acquired by the Company that are attributable to leverage decreasing the Company’s asset coverage ratio below 200%. The base management fees included assume that these changes to the base management fee were in effect as of June 30, 2021.

(2)

This example and the expenses in the table above should not be considered a representation of the Company’s future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

Additional flexibility to make required RIC distributions without violating the 1940 Act

Prior to the passage of the SBCAA, the 1940 Act prohibited BDCs from declaring any dividend or other distribution to holders of any class of capital stock, in the case of debt securities, or common stock, in the case of preferred stock, unless the asset coverage with respect to such senior securities was at least 200%. By lowering the asset coverage requirement to 150%, the Company will have additional flexibility, subject to compliance with the covenants under any of the Company’s financing arrangements, ~~and corporate governance activities.~~

~~A majority~~to continue making the distributions to shareholders required to maintain its qualification as a RIC under Subchapter M of the ~~members~~Internal Revenue Code of 1986, as amended. This additional flexibility may be helpful in circumstances where the value of the Company’s assets, and thus the Company’s asset coverage, declines, but the level of the Company’s net investment income remains relatively constant (i.e., the Company continues to have cash available to make any necessary distributions to shareholders). If the Company were to fail to make required distributions and no longer qualify as a RIC, the Company would be subject to corporate-level U.S. federal income taxes.

Impact on advisory fees paid by the Company

The base management fee payable to CIM pursuant to the investment advisory agreement was calculated at an annual rate of 2.0% of the average value of the Company’s gross assets (excluding cash and cash equivalents so that investors do not pay the base management fee on such assets) at the end of the two most recently completed calendar quarters and is payable quarterly in arrears. The Board considered the fact that incurring additional leverage will increase the base management fee payable to CIM irrespective of the return on the incremental assets and also noted that sourcing additional investment opportunities to deploy any additional capital will require additional time and effort on the part of CIM and its investment personnel.

In addition, as additional leverage would magnify increases, if any, in the Company’s investment income, as noted above, the Company’s net investment income may exceed the quarterly hurdle rate for payment of the subordinated

incentive fee on income payable to CIM pursuant to the investment advisory agreement at a lower average unlevered return on the Company’s portfolio. The Board also noted that the incentive fee payable by the Company to CIM may create an incentive for CIM to make investments on the Company’s behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement, which could result in higher investment losses, particularly during cyclical economic downturns.

The Amended Advisory Agreement and the Listing.

At the Company’s reconvened 2021 annual meeting of shareholders on August 9, 2021, shareholders approved the Amended Advisory Agreement, which was entered into by the Company and CIM on August 10, 2021 and October 5, 2021, and became effective upon the Listing on October 5, 2021, except for the change to the calculation of the incentive fee payable to CIM such that it is based on net assets rather than “Adjusted Capital”, which was not ~~“interested persons”~~dependent upon the Listing. Under the Amended Advisory Agreement:

the base management fee payable by the Company was reduced from 2.00% to 1.50%, and further to 1.00% upon shareholder approval of the Leverage Proposal and applying to assets acquired by the Company that are attributable to leverage decreasing the Company’s asset coverage ratio below 200%,

the subordinated incentive fee rate and the incentive fee on capital gains rate were reduced from 20.0% to 17.5%, and

the hurdle rate related to the subordinated incentive fee was reduced from 7.5% per year to 6.5% per year.

These changes, in the aggregate, may lead to the payment of higher or lower fees to CIM for its management of the Company ~~or CĪON Investment Management, LLC,~~depending upon the Company’s ~~investment adviser (“CIM”),~~performance.

Other Considerations

The Board noted that holders of any senior securities, including any additional senior securities that Company may be able to issue as ~~defined in Section 2(a)(19)~~a result of the ~~Investment Company Act of 1940, as amended (“1940 Act”). These individuals are referred to as~~reduced asset coverage requirements, will have fixed-dollar claims on the Company’s ~~independent directors (“Independent Directors”). Section 2(a)(19)~~assets that are superior to the claims of the ~~1940 Act defines an “interested person”~~shareholders. In the case of a liquidation event, holders of these senior securities would receive proceeds to the extent of their fixed claims before any distributions are made to the shareholders, and the issuance of additional senior securities may result in fewer proceeds remaining for distribution to the shareholders if the assets purchased with the capital raise from such issuances decline in value.

The Board also discussed the additional disclosures required upon the modification of the asset coverage requirement. Such additional disclosure includes a requirement to disclose the approval of the 150% asset coverage requirement in a filing with the SEC within five business days of such approval. Following such approval, the Company will be required to include ~~among other things, any person who has,~~in its quarterly reports on Form 10-Q and annual reports on Form 10-K the principal amount or ~~within the last two years had, a material business or professional relationship with the Company. The members~~liquidation preference of its senior securities and its asset coverage ratio as of the ~~Board that are not Independent Directors are referred to as interested directors (“Interested Directors”).~~

~~The Board has determined~~date of the most recent financial statements, the fact that the following director nominee is independent: Mr. Finlay. The Board has determined that the following directors are also Independent Directors: Messrs. Breakstone and Schwartz. The Board has determined that the following directors are Interested Directors: Messrs. Gatto and Reisner. Based upon information requested from each director concerning his background, employment and affiliations, the Board has affirmatively determined that none of the Independent Directors has, or within the last two years150% asset coverage had ~~a material business or professional relationship with the Company, other than in his capacity as a member of the Board or any Board committee or as a shareholder.~~


~~Name, Address~~⁽¹⁾, ~~Age and Position(s)~~ ~~with Company~~	~~Term of~~ ~~Office~~⁽²⁾ ~~and~~ ~~Length of~~ ~~Time Served~~	~~Principal Occupation(s)~~	~~Other Public Directorships Held~~been approved by ~~Director~~
~~Peter I. Finlay~~ ~~Age: 54~~ ~~Director~~	~~2016 – 2016~~	~~Peter I. Finlay~~ is the founder and Managing Principal of Ardentis LLC, a corporate finance consulting firm that provides advisory services to companies in the U.S. and international markets. From 2008 to 2013, Mr. Finlay served as Managing Director of ICON and was responsible for managing new business origination in Europe and North America. Prior to 2008, Mr. Finlay held various management positions both in financial institutions and in relevant industries. From 2006 to 2008, he served as Director of Equipment Finance at Landsbanki Commercial Finance where he established a new industrial finance business with a focus on originating middle market secured debt transactions. From 2003 to 2006, he served as Vice President & Regional Director Europe for GMAC Commercial Finance where he started a new equipment finance business. From 2000 to 2003, Mr. Finlay served as a Director of Project Finance Organization at Bell Labs Lucent Technologies and from 1997 to 1999 he served as a Marketing Director of Structured Finance at Transamerica Leasing, where he established a structured finance operation covering Europe and the Middle East. Mr. Finlay started his career at National Westminster Bank (1979 – 1986) before moving to Barclays (1986 – 1997), where he held various positions, including Manager in the middle market structured leasing department and Manager in the para-banking inspection department where he was responsible for reviewing risk management compliance and risk underwriting in the bank’s European equipment finance subsidiaries. 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. From 2009 to 2011, Mr. Finlay served as Chairman and non-executive Director of Premier Telesolutions Ltd. (UK). Mr. Finlay became an Associate of the Chartered Institute of Bankers in England and Wales in 1994 and completed a Diploma in Financial Studies in 1997. He completed an M.B.A. at City University Business School in London in 1997 and subsequently served as a tutor in the evening M.B.A. program. He is a member of the Institute of Directors in the United Kingdom. In the opinion of the Board, Mr. Finlay’s experience of working with large financial institutions in the middle market combined with his knowledge of structured finance, risk management and financial control, brings value to the Board.	~~None~~


~~Name, Address~~⁽¹⁾, ~~Age and Position(s)~~ ~~with Company~~	~~Term of~~ ~~Office~~⁽²⁾ ~~and~~ ~~Length of~~ ~~Time Served~~	~~Principal Occupation(s)~~	~~Other Public Directorships Held~~ ~~by Director~~
~~Robert A. Breakstone~~ ~~Age: 78~~ ~~Director~~	~~2012 – 2017~~	~~Robert A. Breakstone~~has been the President and Chief Executive Officer of Landmark International Group, Inc., an independent consulting firm providing business development, financial, information technology, and marketing services to major corporations and start-up entrepreneurial ventures, since 1995. Previously, Mr. Breakstone served as Executive Vice President and Chief Operating Officer at GTECH Corporation, a provider of technology-based gaming systems and services, from 1988 to 1995, where he took the firm private in a leveraged buyout and then public again later in an initial public offering. Prior to GTECH, he was President and Chief Executive Officer at Health-tex, Inc., which we believe is a leading marketer and retailer of children’s apparel, from 1985 to 1988, where he led a management buyout of the firm from Chesebrough Pond’s Inc., where he served as Group Vice President and served on the Executive Committee and Board of Directors from 1974 to 1985. Prior to Chesebrough Pond’s, Mr. Breakstone was a Group Executive with the Chase Manhattan Bank N.A. from 1970 to 1974, where he managed major corporate, domestic and international banking divisions. From 1967 to 1970, he was Vice President and Chief Financial Officer of Systems Audits, Inc., a management consulting firm providing information technology services to the financial industry.	~~None~~


~~Name, Address~~⁽¹⁾, ~~Age and Position(s)~~ ~~with Company~~	~~Term of~~ ~~Office~~⁽²⁾ ~~and~~ ~~Length of~~ ~~Time Served~~	~~Principal Occupation(s)~~	~~Other Public Directorships Held~~ ~~by Director~~
		Mr. Breakstone also served on the board of directors of By Design International Ltd., a private, for-profit designer and marketer of women’s apparel and on the advisory board of Hoffinger Industries, Inc., a leader in the above-ground pool/filtration industry. In addition to his prior service as a member of the board of Chesebrough Pond’s, Mr. Breakstone also served on the board of directors of OSF, Inc., a Canadian publicly traded company, from 1996 to 1998 where, as a member of an independent special committee, he was responsible for selling the company to a US-based financial entity. Mr. Breakstone served as an Adjunct Professor at the Graduate School of Business at Mercy College from 1999 to 2008. From 1963 to 1967, Mr. Breakstone was an adjunct professor at New York University. In addition, from 1967 to 1969, Mr. Breakstone was an Adjunct Assistant Professor at Pace University. Mr. Breakstone’s degrees include a B.S. in Mathematics and an M.B.A. from the City College of New York. Mr. Breakstone has extensive operating experience in both public and private companies in a variety of industries and has served as a member of various boards. This experience has provided Mr. Breakstone, in the opinion of the Board, with experience and insight that is beneficial to the Company.


~~Name, Address~~⁽¹⁾, ~~Age and Position(s)~~ ~~with Company~~	~~Term of~~ ~~Office~~⁽²⁾ ~~and~~ ~~Length of~~ ~~Time Served~~	~~Principal Occupation(s)~~	~~Other Public Directorships Held~~ ~~by Director~~
~~Aron I. Schwartz~~ ~~Age: 45~~ ~~Director~~	~~2012 – 2017~~	~~Aron I. Schwartz~~ has been a Managing Director at ACON Investments since July 2014. Mr. 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. He was previously a consultant to and a Managing Director at Avenue Capital from 2012 to 2014, and held various positions culminating in Managing Director of Fenway Partners, a middle market private equity firm based in New York, from 1999 to 2011. From 1997 to 1999, Mr. 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 1-800 Contacts, Inc., Commonwealth Laminating & Coating, Inc., Easton Bell Sports, Inc., STVT-AAI Education Inc., Igloo Products Corp. and APR Energy, PLC. In addition, Mr. Schwartz previously served on the board of directors of the Open Road Foundation and US-ASEAN Business Council. Mr. Schwartz, a Certified Management Accountant, received his J.D. and M.B.A with honors from U.C.L.A. and his B.A. and B.S.E. cum laude from the Wharton School at the University of Pennsylvania.	~~Easton Bell Sports, Inc.~~
		Mr. Schwartz has extensive experience in the finance and private equity industries and has served as a member of the board of directors of various public and private companies in a variety of industries. This experience, along with the fact that he is a Certified Management Accountant, has provided Mr. Schwartz, in the opinion of the Board, with experience and insight that is beneficial to the Company.


~~Name, Address~~⁽¹⁾, ~~Age and Position(s)~~ ~~with Company~~	~~Term of~~ ~~Office~~⁽²⁾ ~~and~~ ~~Length of~~ ~~Time Served~~	~~Principal Occupation(s)~~	~~Other Public Directorships Held by Director~~
~~Mark Gatto~~ ~~Age: 43~~ ~~Co-Chairman,~~ ~~Co-President and~~ ~~Co-Chief Executive Officer of the~~ ~~Company~~	~~2011 – 2018~~	~~Mark Gatto~~ serves as Co-Chairman, Co-Chief Executive Officer and Co-President of the Company. He joined ICON in 1999 and was previously Executive Vice President and Chief Acquisitions Officer from May 2007 to January 2008. Mr. Gatto was formerly Executive Vice President — Business Development from February 2006 to May 2007 and Associate General Counsel from November 1999 through October 2000. Before serving as Associate General Counsel, Mr. Gatto was an attorney with Cella & Goldstein in New Jersey, concentrating on commercial transactions and general litigation matters. From November 2000 to June 2003, Mr. Gatto was Director of Player Licensing for the Topps Company and, in July 2003, he co-founded ForSport Enterprises, LLC, a specialty business consulting firm in New York City, and served as its managing partner before re-joining ICON in April 2005. Mr. Gatto received an M.B.A. from the W. Paul Stillman School of Business at Seton Hall University, a J.D. from Seton Hall University School of Law, and a B.S. from Montclair State University.	~~None~~
		Through his broad experiences in business and corporate development, Mr. Gatto brings to the Company a unique business expertise as well as extensive financial and risk assessment abilities. Mr. Gatto’s service with ICON provides him with a specific understanding of the Company, its operations, and the business and regulatory issues similar to those issues facing business development companies. Mr. Gatto’s positions as Co-Chairman, Co-Chief Executive Officer and Co-President of the Company provide the Board with a direct line of communication to, and direct knowledge of the operations of, the Company.


~~Name, Address~~⁽¹⁾, ~~Age and Position(s)~~ ~~with Company~~	~~Term of~~ ~~Office~~⁽²⁾ ~~and~~ ~~Length of~~ ~~Time Served~~	~~Principal Occupation(s)~~	~~Other Public Directorships Held by Director~~
~~Michael A. Reisner~~ ~~Age: 45~~ ~~Co-Chairman,~~ ~~Co-President and~~ ~~Co-Chief Executive Officer of the~~ ~~Company~~	~~2011 – 2018~~	~~Michael A. Reisner~~ serves as Co-Chairman, Co-Chief Executive Officer and Co-President of the Company. He joined ICON in 2001. Mr. Reisner was formerly Chief Financial Officer from January 2007 through April 2008. Mr. Reisner was also formerly Executive Vice President — Acquisitions from February 2006 through January 2007. Mr. Reisner was Senior Vice President and General Counsel from January 2004 through January 2006. Mr. Reisner was Vice President and Associate General Counsel from March 2001 until December 2003. Previously, from 1996 to 2001, Mr. Reisner was an attorney with Brodsky Altman & McMahon, LLP in New York, concentrating on commercial transactions. Mr. Reisner received a J.D. from New York Law School and a B.A. from the University of Vermont.	~~None~~
		Through his extensive experiences as a senior executive, including his time as chief financial officer of ICON, Mr. Reisner brings business expertise, finance and risk assessment skills to the Company. Mr. Reisner’s prior position as a corporate attorney allows him to bring to the Board and the Company the benefit of his experience negotiating and structuring various investment transactions as well as an understanding of the legal, business, compliance and regulatory issues similar to those issues facing business development companies. Mr. Reisner’s positions as Co-Chairman, Co-Chief Executive Officer and Co-President of the Company provide the Board with a direct line of communication to, and direct knowledge of the operations of, the Company.


~~Name, Address~~⁽¹⁾, ~~Age and Position(s)~~ ~~with Company~~	~~Term of~~ ~~Office and~~ ~~Length of~~ ~~Time Served~~	~~Principal Occupation(s) During Past 5 Years~~	~~Other Public Directorships Held by Officer~~
~~Keith S. Franz~~ ~~Age: 47~~ ~~Managing Director, Chief Financial Officer and Treasurer~~	~~Since 2011~~	~~Keith S. Franz~~ joined ICON in March 2009 as a Vice President of Accounting and Finance. In July 2011, Mr. Franz was promoted to Senior Vice President and Principal Financial Officer. Mr. Franz was previously a Senior Manager at Smart & Associates LLP from December 2008 until March 2009 and the Vice President of Corporate Finance for Audiovox Corporation from August 2004 to November 2008. From September 1991 through August 2004, Mr. Franz was employed by Ernst & Young LLP, rising to the level of Senior Audit Manager. Mr. Franz received a B.S. from Binghamton University and is a certified public accountant.	~~N/A~~
~~Harry Giovani~~ ~~Age: 41~~ ~~Managing Director and Chief Credit Officer~~	~~Since 2011~~	~~Harry Giovani~~ joined ICON in April 2008. From March 2007 to January 2008, Mr. Giovani was Vice President for FirstLight Financial Corporation, responsible for underwriting and syndicating middle-market leveraged loan transactions. Previously, from April 2004 to March 2007, he worked at GE Commercial Finance, initially as an Assistant Vice President in the Intermediary Group, where he was responsible for executing middle-market transactions in a number of industries including manufacturing, steel, paper, pharmaceutical, technology, chemicals and automotive, and later as a Vice President in the Industrial Project Finance Group, where he originated highly structured project finance transactions. Mr. Giovani started his career in 1997 at Citigroup’s Citicorp Securities and CitiCapital divisions, where he spent six years in a variety of roles of increasing responsibility including underwriting, origination and strategic marketing/business development. Mr. Giovani graduated from Cornell University in 1996 with a B.S. in Finance.	~~N/A~~


~~Name, Address~~⁽¹⁾, ~~Age and Position(s)~~ ~~with Company~~	~~Term of~~ ~~Office and~~ ~~Length of~~ ~~Time Served~~	~~Principal Occupation(s) During Past 5 Years~~	~~Other Public Directorships Held by Officer~~
~~Stephen Roman~~ ~~Age: 34~~ ~~Chief Compliance Officer and Secretary~~	~~Since 2016~~	~~Stephen Roman~~ joined IIG in July of 2013 and since August 2013 has been Vice President of CIM. During his tenure at the Company, Mr. Roman has advised on numerous legal and regulatory matters and managed corporate and securities law compliance matters for the Company’s various corporate entities as well as its 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. Mr. Roman received a J.D. from the Northwestern University School of Law and a B.S. from New York University. Mr. Roman is a holder of the right to use the Chartered Financial Analyst designation and is a member of the CFA Institute.	~~N/A~~

~~(1)~~

~~The address for each officer and director is c/o CĪON Investment Corporation, 3 Park Avenue, 36~~^th ~~Floor, New York, NY 10016.~~

~~(2)~~

The Company’s directors are divided into three classes, each holding office for a three-year term. However, the initial members of the three classes have initial terms of one, two and three years, respectively. At each annual meeting of shareholders, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. Each director will hold office for the term to which he or she is elected and serve until his or her successor is duly elected and qualified.

~~(3)~~

~~“Interested person” of the Company as defined in Section 2(a)(19) of the 1940 Act. Messrs. Gatto and Reisner are each an “interested person” because of their affiliation with CIM.~~

Through its direct oversight role, and indirectly through its committees, the Board performs a risk oversight function for the Company consisting of, among other things, the following activities: (1) at regular and special Board meetings, and on an ad hoc basis as needed, receiving and reviewing reports related to the performance and operations of the Company; (2) reviewing and approving, as applicable, the compliance policies and procedures of the Company; (3) meeting with the portfolio management team to review investment strategies, techniques and the processes used to manage related risks; (4) meeting with, or reviewing reports prepared by, the representatives of the Company’s key service providers, including its investment adviser, administrator, distributor and independent registered public accounting firm, to review and discuss the Company’s activities and to provide direction with respect thereto; and (5) engaging the services of the Company’s chief compliance officer to test the compliance procedures of the Company and ~~certain~~the effective date of ~~its service providers.~~

~~Messrs. Gatto and Reisner, who are “interested persons” as defined in Section 2(a)(19) of~~such approval along with the ~~1940 Act, serve as~~principal risk factors associated with the ~~co-presidents, co-chief executive officers and co-chairmen of the Board.~~Company’s senior securities. The Board ~~believes~~noted that ~~Messrs. Gatto and Reisner, as~~such disclosure requirements were not anticipated to be burdensome to the ~~Company’s co-presidents, co-chief executive officers and co-chairmen~~Company.

The affirmative vote of the Board, are the directors with the most knowledge of the Company’s business strategy and are best situated to serve as chairmen of the Board. The Company’s articles of incorporation, as well as regulations governing BDCs generally, require that a majority of the ~~Board~~votes cast at the Meeting virtually or by proxy is required to approve the Leverage Proposal. Abstentions will not be ~~persons other than “interested persons”~~included in determining the number of votes cast and, as a result, will not have any effect on the result of the ~~BDC,~~vote with respect to the Leverage Proposal. Broker non-votes are not considered votes cast and thus have no effect on the Leverage Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL

OF THE LEVERAGE PROPOSAL.

SUBMISSION OF SHAREHOLDER PROPOSALS

Requirements for Shareholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials

Proposals that a shareholder intends to present at the Company’s 2022 annual meeting of shareholders, which we refer to as ~~defined~~the “2022 Annual Meeting,” and wishes to be considered for inclusion in ~~Section 2(a)(19)~~the Company’s proxy statement and form of proxy for the 2022 Annual Meeting must be received no later than 5:00 p.m., Eastern Time, on February 10, 2022. All proposals must comply with SEC Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials. Shareholder proposals must be delivered to the Company’s Secretary by mail at the address provided below. As the rules of the ~~1940 Act. The Board~~SEC make clear, simply submitting a timely proposal does not ~~currently have a lead Independent Director. The Board, after considering various factors, has concluded~~guarantee that ~~its structure is appropriate at this time. As~~the proposal will be included in the Company’s ~~assets increase,~~proxy statement and form of proxy for the ~~Board will continue~~2022 Annual Meeting.

Requirements for Other Shareholder Proposals to ~~monitor~~Be Brought Before the ~~Company’s structure~~2022 Annual Meeting and ~~determine whether it remains appropriate based on~~Director Nominations

Pursuant to the ~~complexity~~provisions of the Company’s ~~operations.~~

The Board has established a standing audit committee and a standing nominating and corporate governance committee. The Board met thirty-four times and took action by unanimous written consent two times during the fiscal year ended December 31, 2015. Each director attended at least 95% of the aggregate of all meetings of the Board held during the fiscal year ended December 31, 2015. The Company2022 Annual Meeting, but does not intend to have ~~a formal policy regarding director attendance at an annual meeting of shareholders.~~

~~The members of~~included in the Company’s ~~audit committee are Robert A. Breakstone, Peter I. Finlay,~~proxy statement and ~~Aron I. Schwartz, each~~form of ~~whom meets~~proxy for the ~~independence standards established by the SEC for audit committees and is independent for purposes of the 1940 Act. Mr. Schwartz serves~~2022 Annual Meeting, as ~~chairman of the audit committee. The Board has determined that Mr. Schwartz is an “audit committee financial expert”~~well as ~~that term is defined under Item 407 of Regulation S-K of the Exchange Act. The audit committee operates pursuant~~any director nominations, must be delivered to ~~a written charter and meets periodically as necessary. A copy of the audit committee’s charter is available on~~ the Company’s ~~website:~~~~www.cioninvestmentcorp.com.~~ ~~The audit committee is responsible for selecting, engaging~~Secretary by mail at the address provided below and discharging the Company’s independent registered public accounting firm (the “independent accountants”), reviewing the plans, scope and results of the audit engagement with the Company’s independent accountants, approving professional services providedmust be received by the Company’s ~~independent accountants (including compensation therefor), reviewing~~Secretary at the ~~independence~~address provided below not less than 90 days nor more than 120 days prior to the first anniversary of the ~~Company’s independent accountants and reviewing the adequacy~~date of the ~~Company’s internal controls over financial reporting. The audit committee also establishes guidelines, reviews preliminary valuations and makes recommendations to the Board regarding the valuation~~mailing of the ~~Company’s loans~~Notice of Annual Meeting for the 2021 Annual Meeting of Shareholders. Accordingly, any notice given by a shareholder must be received no earlier than 5:00 p.m., Eastern Time, on January 11, 2022, and ~~other investments. The audit committee met nine times~~not later than 5:00 p.m., Eastern Time, on February 10, 2022. To be in ~~2015. Each~~proper form, the notice must be submitted by a shareholder of record and must include the ~~then members of the audit committee attended all of the meetings held during 2015.~~

~~The members of the Company’s nominating and corporate governance committee are Messrs. Breakstone, Finlay and Schwartz, each of whom meets the independence standards established~~information required by the ~~SEC~~current Bylaws with respect to each director nomination or proposal that the shareholder intends to present at the 2022 Annual Meeting. If you are a beneficial owner of Shares held by a broker or other custodian, you should contact the broker or other custodian that holds your Shares for ~~governance committees~~information about how to register your Shares directly in your name as a shareholder of record.

Notices of intention to present proposals at the 2022 Annual Meeting and/or director nominations must be addressed to and ~~is independent for purposes of the 1940 Act. Mr. Breakstone serves as chairman of the nominating and corporate~~

governance committee. The nominating and corporate governance committee operates pursuant to a written charter and meets periodically as necessary. A copy of the nominating and corporate governance committee’s charter is available on the Company’s website:~~www.cioninvestmentcorp.com.~~ ~~The nominating and corporate governance committee is responsible for selecting, researching, and nominating directors for election~~received by the Company’s shareholders, selecting nominees to fill vacancies on the Board or a committee of the Board, developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of the Board and the Company’s management. The nominating and corporate governance committee will consider shareholders’ proposed nominations for directors. The nominating and corporate governance committee met twice in 2015. Each of the then members of the nominating and corporate governance committee attended all of the meetings held in 2015.

The nominating and corporate governance committee considers candidates suggested by its members and other directors, as well as the Company’s management and shareholders. A shareholder who wishes to recommend a prospective nominee for the Board must provide notice to the Company’s corporate secretary in accordance with the requirements set forth in the Company’s Bylaws, the nominating and corporate governance committee charter and any applicable law, rule or regulation regarding director nominations. Nominations should be sent to Stephen Roman, Corporate Secretary, CĪON Investment Corporation, 3 Park Avenue, 36^th Floor, New York, NY ~~10016. To have~~10016, not later than 5:00 p.m., Eastern Time, on February 10, 2022. The Company will not consider any proposal or nomination that is not timely. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with or otherwise does not meet the Bylaws or SEC requirements for submitting a ~~candidate considered by~~proposal or nomination, or other applicable requirements. A shareholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about the ~~nominating~~Bylaws and ~~corporate governance committee, a shareholder must submit the recommendation in writing and must include the following information:~~

SEC requirements.

~~The name of the shareholder and evidence of the person’s ownership of Shares, including the number of Shares owned and the length of time of the ownership;~~OTHER BUSINESS

The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the Company and the person’s consent to be named as a director if selected by the nominating and corporate governance committee and nominated to the Board; and

~~If requested by the nominating and corporate governance committee, a completed and signed Director’s Questionnaire.~~

~~The Company~~Board does not ~~have a compensation committee because its executive officers~~intend to present any other business at the Meeting, nor is it aware that any shareholder intends to do ~~not receive~~so. If, however, any ~~direct compensation from~~other matters are properly brought before the ~~Company. However,~~Meeting, the ~~compensation payable to~~persons named in the ~~Company’s investment adviser pursuant to the investment advisory agreement has been separately approved by a majority of the Independent Directors.~~

Directors who do not also serve in an executive officer capacity for the Company or CIM are entitled to receive annual cash retainer fees, fees for attending Board and committee meetings and annual fees for serving as a committee chairperson, determined based on the Company’s net asset value as of the end of each fiscal quarter. These directors are Messrs. Breakstone, Finlay and Schwartz. Amounts payable under this arrangement are determined and paid quarterly in arrears as follows:

Net Asset Value Cash
Retainer Meeting
Fee Chairperson
Fee
0 to $75 million $ 0 $ 350 $ 2,500
Greater than $75 million to $300 million $ 30,000 $ 350 $ 5,000
Greater than $300 million to $500 million $ 40,000 $ 600 $ 5,000
Greater than $500 million to $1 billion $ 60,000 $ 700 $ 20,000
Greater than $1 billion $ 80,000 $ 800 $ 25,000

~~The Company also reimburses each of the above directors for all reasonable and authorized business expenses~~proxy will vote thereon in accordance with the Company’s policies as in effect from time to time. The Company did not pay compensation to its directors who also serve in an executive officer capacity for the Company or CIM for the year ended December 31, 2015.

their judgment.

COMMUNICATIONS WITH THE BOARD

The Company’s directors then serving on the Board were paid compensation of $289,300 in connection with their service on the Board during the year ended December 31, 2015. No director or executive officer receives pension or retirement benefits from the Company.

~~The Board welcomes communications from the Company’s shareholders. Shareholders~~All interested parties, including shareholders, may send communications to the Board or to any ~~particular director,~~of its members by addressing such communication to the ~~following address:~~relevant party(ies), c/o CĪON Investment Corporation, 3 Park Avenue, 36^th Floor, New York, NY 10016. ~~Shareholders should indicate clearly the director or directors to whom the communication is being sent so that each communication may be forwarded directly to the appropriate director(s).~~

The Company has adopted a code of business conduct which applies to, among others, its officers, including its Co-Presidents and Co-Chief Executive Officers and its Chief Financial Officer, as well as the members of the Board. The Company’s code of business conduct can be accessed via the Company’s website at~~www.cioninvestmentcorp.com~~by clicking on “Corporate Governance” under the drop-down menu under “Investor Relations” at the top of the page. The Company intends to disclose any amendments to or waivers of required provisions of the code of business conduct on Form 8-K.

The Company’s executive officers do not receive any direct compensation from the Company. The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business are provided by individuals who are officers of CIM or by individuals who were contracted by CIM to work on behalf of the Company, pursuant to the terms of the investment advisory agreement or administration agreement. Each of the Company’s executive officers is an officer of CIM, and the day-to-day investment operations and administration of the Company’s portfolio are managed by CIM. In addition, the Company reimburses ICON Capital, LLC, an affiliate of the Company (“ICON Capital”), for the Company’s allocable portion of expenses incurred by ICON Capital in performing its obligations under the administration agreement, including the allocable portion of the cost of the Company’s officers and their respective staffs determined under the administration agreement.

The investment advisory agreement and the administration agreement each provides that CIM, ICON Capital and their respective officers, directors, controlling persons and any other person or entity affiliated with them acting as the Company’s agent shall be entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by CIM or ICON Capital or such other person, and CIM, ICON Capital and such other person shall be held harmless for any loss or liability suffered by the Company, if (i) CIM or ICON Capital has determined, in good faith, that the course of conduct which caused the loss or liability was in the Company’s best interests, (ii) CIM or ICON Capital or such other person was acting on behalf of or performing services for the Company, (iii) the liability or loss suffered was not the result of willful malfeasance, bad faith or gross negligence by CIM, ICON Capital or an affiliate thereof acting as the Company’s agent, and (iv) the indemnification or agreement to hold CIM, ICON Capital or such other person harmless is only recoverable out of the Company’s net assets and not from the Company’s shareholders.

The Company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to the Company. For example, the Company has a code of business conduct that generally prohibits any employee, officer or director from engaging in any transaction where there is a conflict between such individual’s personal interest and the interests of the Company. Waivers to the code of business conduct can generally only be obtained from the Chief Compliance Officer, the Co-Chairmen of the Board or the Chairman of the audit committee of the Board and are publicly disclosed as required by applicable law and regulations. In addition, the audit committee reviews all related person transactions for potential conflict of interest situations on an ongoing basis in accordance with the Company’s code of ethics, code of business conduct and other applicable policies and procedures, and all such transactions are approved or ratified by the audit committee as set forth in the audit committee charter.

KEY SERVICE PROVIDERS

Messrs. Gatto and Reisner, the Company’s Co-Chairmen, Co-Presidents and Co-Chief Executive Officers, also serve as Co-Chief Executive Officers of CIM. In addition, Messrs. Gatto and Reisner each own indirectly 37.54811% of CIM.

The Company has entered into an investment advisory agreement with CIM. Pursuant to the investment advisory agreement, the Company pays CIM a base management fee and an incentive fee. The Company has also entered into an administration agreement with ICON Capital, pursuant to which the Company reimburses ICON Capital for administrative expenses it incurs on the Company’s behalf.

~~Pursuant to an expense support and conditional reimbursement agreement, as further amended and restated on December 16, 2015, between the Company, IIG and Apollo~~Adviser. CION Investment Management, ~~L.P. (“AIM”), the Company’s sub-adviser and a subsidiary of Apollo Global Management,~~ LLC, (“Apollo”), IIG and AIM have agreed to reimburse the Company for expenses in an amount that is sufficient to: (i) ensure that no portion of the Company’s distributions to shareholders will be paid from its offering proceeds or borrowings, and/or (ii) reduce the Company’s operating expenses until it has achieved economies of scale sufficient to ensure that the Company bears a reasonable level of expense in relation to its investment income. Under certain conditions, IIG and AIM would be entitled to reimbursement of such expenses.

The Company’s executive officers, certain of its directors and certain other finance professionals of ICON Capital also serve as executives of CIM and officers of the Company and Messrs. Gatto and Reisner are directors of CĪON Securities, LLC, the dealer manager for the offering of Shares. In addition, the Company’s executive officers and directors and the members of CIM and members of the investment committee serve or may serve as officers, directors or principals of entities that operate in the same, or related, line of business as the Company does or of investment funds, accounts or other investment vehicles managed by the Company’s affiliates. These investment funds, accounts or other investment vehicles may have investment objectives similar to the Company’s investment objective. The Company may compete with entities managed by CIM and its affiliates for capital and investment opportunities. As a result, the Company may not be given the opportunity to participate in certain investments made by investment funds, accounts or other investment vehicles managed by CIM or its affiliates or by members of the investment committee. However, to fulfill its fiduciary duties to each of its clients, CIM intends to allocate investment opportunities in a manner that is fair and equitable over time and is consistent with CIM’s allocation policy, investment objective and strategies so that the Company is not disadvantaged in relation to any other client. CIM has agreed with the Board that allocations among the Company and other investment funds affiliated with CIM will be made based on capital available for investment in the asset class being allocated. The Company expects that its available capital for investments will be determined based on the amount of cash on-hand, existing commitments and reserves, if any, and the targeted leverage level and targeted asset mix and other investment policies and restrictions set by the Board or as imposed by applicable laws, rules, regulations or interpretations.

CIM and its affiliates have both subjective and objective procedures and policies in place designed to manage the potential conflicts of interest between CIM’s fiduciary obligations to the Company and its similar fiduciary obligations to other clients. For example, such policies and procedures may be designed so that, when appropriate, certain investment opportunities may be allocated on an alternating basis that is fair and equitable among the Company and their other clients. An investment opportunity that is suitable for multiple clients of CIM and its affiliates may not be capable of being shared among some or all of such clients and affiliates due to the limited scale of the opportunity or other factors, including regulatory restrictions imposed by the 1940 Act. There can be no assurance that CIM’s or its affiliates’ efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to the Company. Not all conflicts of interest can be expected to be resolved in the Company’s favor.

The principals of CIM have managed and will continue to manage investment vehicles with similar or overlapping investment strategies. In order to address these issues, CIM has put in place an investment allocation policy that addresses the co-investment restrictions set forth under the 1940 Act and seeks to ensure the equitable allocation of investment opportunities when the Company is able to co-invest with other accounts managed by CIM and affiliated entities. In the absence of receiving exemptive relief from the SEC

that would permit greater flexibility relating to co-investments, CIM will apply the investment allocation policy. When the Company engages in such permitted co-investments, it will do so in a manner consistent with CIM’s allocation policy. Under this allocation policy, a fixed percentage of each opportunity, which may vary based on asset class and from time to time, will be offered to the Company and similar eligible accounts, as periodically determined by CIM and approved by the Board, including all of the Independent Directors. The allocation policy further provides that allocations among the Company and other accounts will generally be made pro rata based on each account’s capital available for investment, as determined, in the Company’s case, by the Board, including the Independent Directors. It is the Company’s policy to base its determinations as to the amount of capital available for investment on such factors as: the amount of cash on-hand, existing commitments and reserves, if any, the targeted leverage level, the targeted asset mix and other investment policies and restrictions set by the Board or imposed by applicable laws, rules, regulations or interpretations. The Company expects that these determinations will be made similarly for other accounts. In situations where co-investment with other entities managed by CIM or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, CIM will need to decide whether the Company or such other entity or entities will proceed with the investment. CIM will make these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible accounts in a manner that will be fair and equitable over time.

Concurrent with the offering of Shares, certain officers of CIM are simultaneously providing investment management services to certain equipment finance funds managed by ICON Capital and its affiliates. CIM may determine it appropriate for the Company and one or more other investment accounts managed by CIM or any of its affiliates to participate in an investment opportunity. Further, funds or accounts managed by Apollo or its affiliates may also wish to participate in such investment opportunity or may in fact own an existing interest in such investment opportunity. As a BDC, the Company is subject to certain regulatory restrictions in making its investments with entities with which the Company may be restricted from doing so under the 1940 Act, such as CIM, Apollo and their respective affiliates, unless the Company obtains an exemptive order from the SEC or co-invests alongside such affiliates in accordance with existing regulatory guidance. The Company is currently seeking exemptive relief from the SEC to engage in co-investment transactions with CIM and its affiliates. However, there can be no assurance that the Company will obtain such exemptive relief. Even if the Company receives exemptive relief, neither CIM nor its affiliates will be obligated to offer the Company the right to participate in any transactions originated by them.

The dealer manager is an affiliate of CIM. This relationship may create conflicts in connection with the dealer manager’s due diligence obligations under the federal securities laws. Although the dealer manager will examine the information in the prospectus for accuracy and completeness, due to its affiliation with CIM, no independent review of the Company will be made in connection with the distribution of Shares in the offering.

As a BDC, the Company is subject to certain regulatory restrictions in negotiating or investing in certain investments with entities with which the Company may be restricted from doing so under the 1940 Act, such as CIM, AIM and their respective affiliates, unless the Company obtains an exemptive order from the SEC. The Company is currently seeking exemptive relief from the SEC to engage in co-investment transactions with CIM and its affiliates. However, there can be no assurance that the Company will obtain such exemptive relief. Under the investment sub-advisory agreement, AIM assists CIM in identifying investment opportunities and makes investment recommendations for approval by CIM. AIM is not be responsible or liable for any such investment decision.

The Company’s senior management, members of CIM’s investment committee and other investment professionals from CIM may serve as directors of, or in a similar capacity with, companies in which the Company invests or in which it is considering making an investment. Through these and other relationships

with a company, these individuals may obtain material non-public information that might restrict the Company’s ability to buy or sell the securities of such company under the policies of the company or applicable law.

The Company’s articles of incorporation provide that, in connection with any transaction involving a merger, conversion or consolidation, either directly or indirectly, involving the Company and the issuance of securities of a surviving entity after the successful completion of such transaction, or “roll-up,” an appraisal of all of the Company’s assets will be obtained from a competent independent appraiser that will be filed as an exhibit to the registration statement registering the roll-up transaction. Such appraisal will be based on all relevant information and will indicate the value of the Company’s assets as of a date immediately prior to the announcement of the proposed roll-up. The engagement of such independent appraiser will be for the exclusive benefit of the Company’s shareholders. A summary of such appraisal will be included in a report to the Company’s shareholders in connection with a proposed roll-up. All shareholders will be afforded the opportunity to vote to approve such proposed roll-up and will be permitted to receive cash in an amount of such shareholder’s pro rata share of the appraised value of the Company’s net assets.

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its Shares, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to such persons were met in a timely manner.

~~The director shall be elected by a plurality of all the votes cast~~located at the Annual Meeting in person or by proxy, provided that a quorum is present. Each Share may be voted for the director nominee. Votes that are withheld will have no effect on the outcome of the vote on this proposal.

Ernst & Young LLP (“Ernst & Young”) has been selected to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. Ernst & Young acted as the independent registered public accounting firm for the Company for the fiscal years ended December 31, 2012, 2013, 2014 and 2015. The Company knows of no direct financial or material indirect financial interest of Ernst & Young in the Company. A representative of Ernst & Young will be available by telephone or in person to answer questions during the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so.

Set forth in the table below are audit fees and non-audit related fees billed to the Company by Ernst & Young for professional services performed for the Company’s fiscal years ended December 31, 2015 and 2014.

Fiscal Year Audit Fees* Audit-Related Fees** Tax Fees*** All Other Fees****
2015 $462,672 $— $24,720 $—
2014 $431,300 $— $27,810 $—

“Audit Fees” consist of fees billed to the Company by Ernst & Young for professional services rendered for the audit of the Company’s year end financial statements. These fees billed include fees relating to the review by Ernst & Young of the Company’s registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”).

“Audit-Related Fees” are those fees billed to the Company by Ernst & Young relating to audit services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.”

~~***~~

~~“Tax Fees” are those fees billed to the Company by Ernst & Young in connection with tax compliance services, including primarily the review of the Company’s income tax returns.~~

~~****~~

~~“All Other Fees” are those fees billed to the Company by Ernst & Young in connection with permitted non-audit services.~~

The Company’s audit committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to be charged by the independent registered public accounting firm for audit services and permitted non-audit services for the Company. All of the audit and non-audit services described above for which Ernst & Young billed the Company for the fiscal years ended December 31, 2015 and 2014 were pre-approved by the audit committee.

Commencing with the quarter ended June 30, 2015, as part of its oversight of the Company’s financial statements, the Audit Committee reviewed and discussed with both management and Ernst & Young LLP, the Company’s independent registered public accounting firm, the Company’s consolidated financial statements filed with the SEC for the fiscal year ended December 31, 2015. Management advised the Audit Committee that all financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and reviewed significant accounting issues with the Audit Committee. The Audit Committee also discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA,~~Professional Standards~~~~, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, and by the Auditing Standards Board of the American Institute of Certified Public Accountants.~~

The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax, and other services to be provided by Ernst & Young LLP. Pursuant to the policy, the Audit Committee pre-approves the audit and non-audit services performed by Ernst & Young LLP in order to assure that the provision of such service does not impair the firm’s independence.

Any requests for audit, audit-related, tax, and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit

Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by Ernst & Young LLP to management.

The Audit Committee received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence. The Audit Committee has reviewed the audit fees paid by the Company to Ernst & Young LLP. It has also reviewed non-audit services and fees to assure compliance with the Company’s and the Audit Committee’s policies restricting Ernst & Young LLP from performing services that might impair its independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company as of and for the years ended December 31, 2015, 2014 and 2013 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.

~~March 10, 2016~~


		~~The Audit Committee~~
		~~Aron I. Schwartz,~~~~Chair~~
		~~Robert A. Breakstone~~
		~~James J. Florio~~

~~(1)~~

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy, provided a quorum is present, is required to ratify the appointment of Ernst & Young to serve as the Company’s independent registered public accounting firm. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on the result of the vote.

~~THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF~~
~~ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE~~
~~COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.~~

The Company’s Bylaws require the Company to hold an annual meeting of shareholders for the election of directors and the transaction of any business within the powers of the Company on a date and at a time set by the Board. In addition, the Company will hold special meetings as required or deemed desirable or upon the request of holders of at least 10% of the Company’s outstanding Shares entitled to vote. Any shareholder who wishes to submit a proposal for consideration at a subsequent meeting of shareholders should mail the proposal promptly to the Secretary of the Company. Any proposal to be considered for submission to shareholders must comply with Rule 14a-8 under the Exchange Act and must be received by the Company in accordance with the Company’s Bylaws and any other applicable law, rule, or regulation regarding director nominations. When submitting a nomination to the Company for consideration, a shareholder must provide certain information that would be required under applicable SEC rules, including the following minimum information for each director nominee: full name, age, and address; class, series and number of Shares beneficially owned by the nominee, if any; the date such Shares were acquired and the investment intent of such acquisition; whether such shareholder believes the individual is an “interested person” of the Company, as defined in the 1940 Act; and all other information required to be disclosed in solicitations of proxies for election of directors in an election contest or otherwise required. To date, the Company has not received any recommendations from shareholders requesting consideration of a candidate for inclusion among the committee’s slate of nominees in the Company’s proxy statement.

Pursuant to the Company’s Bylaws, for a director nomination or other business to be considered for the next annual meeting of shareholders, notice must be provided in writing and delivered to the Secretary of the Company at the Company’s principal executive office before January 5, 2017 but not before December 6, 2016. The timely submission of a proposal does not guarantee its inclusion.

The Board is not aware of any matters that will be presented for action at the Annual Meeting other than the matters set forth herein. Should any other matters requiring a vote of shareholders arise, it is intended that the proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of the persons named in the enclosed form of proxy.

~~Set forth below are the names and addresses of the Company’s investment adviser and administrator, sub-adviser, dealer manager, and sub-administrator:~~


~~INVESTMENT ADVISER~~	~~SUB-ADVISER~~	~~ADMINISTRATOR~~	~~DEALER MANAGER~~
~~CĪON Investment Management, LLC~~ ~~3 Park Avenue,~~ 36^th ~~Floor~~ ~~New York, NY 10016~~	~~Apollo Investment Management, L.P.~~ ~~9 West 57~~^th ~~Street~~ 43^rd ~~Floor~~ ~~New York, NY 10019~~	~~ICON Capital, LLC~~ ~~3 Park Avenue,~~ 36^th ~~Floor~~ ~~New York, NY 10016~~	~~CĪON Securities, LLC~~ ~~3 Park Avenue,~~ 36^th ~~Floor~~ ~~New York, NY 10016~~

~~PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD BY RETURNING IT IN THE ACCOMPANYING POSTAGE PAID RETURN ENVELOPE~~OR ~~BY FOLLOWING THE INSTRUCTIONS PRINTED ON THE PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.~~

~~CIONPS412114~~

~~Vote this proxy card TODAY!~~
~~Your prompt response will save the expense of additional mailings.~~

3 Park Avenue, 36^th ~~Floor~~
~~New York, NY 10016~~

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of CĪON Investment Corporation (“Board” or “Directors”), a Maryland corporation (the “Company”), for use at the Annual Meeting of Shareholders of the Company to be held at 9:30 A.M. Eastern Time on Friday, May 27, 2016, at the offices of the Company, 3 Park Avenue, 36^th Floor, New York, NY 10016, and any adjournments thereof (the “Annual Meeting”). This Proxy Statement and the accompanying materials are being mailed to shareholders of record described below on or about April 4, 2016 and are available at~~www.cioninvestmentcorp.com.~~

The undersigned hereby appoints Michael A. Reisner and Stephen Roman, and each of them, as proxies of the undersigned with full power of substitution in each of them, to attend the Annual Meeting and vote as designated on the reverse side all of the shares of stock (“Shares”) held of record by the undersigned. All properly executed proxies representing Shares received prior to the Annual Meeting will be voted in accordance with the instructions marked thereon.~~If no specification is made, the Shares will be voted FOR the proposal to elect the director and FOR the proposal to ratify the selection of Ernst & Young LLP~~serves as the Company’s ~~independent registered public accounting firm.~~ ~~If any other business is presented~~investment adviser.

Administrator. CION Investment Management, LLC, located at 3 Park Avenue, 36^th Floor, New York, NY 10016, also serves as the ~~meeting, this proxy will be voted by~~Company’s administrator and furnishes the ~~proxies in their best judgment, including a motion to adjourn or postpone the meeting to another time and/or place~~Company with office equipment and clerical, bookkeeping and record keeping services.


~~Please fill in box(es) as shown using black or blue ink or number 2 pencil. ■~~	~~FOR all nominees listed~~ ~~(except as noted on the~~ ~~line at left)~~	~~WITHHOLD~~ ~~authority to vote for all~~ ~~nominees~~
~~PLEASE DO NOT USE FINE~~ ~~POINT PENS.~~
~~1. To elect the nominee specified below as Director:~~
~~(01) Peter I. Finlay~~	o	o
~~____________________________~~
~~(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.)~~

Payment of Filing Fee (Check the appropriate box):
☒	x		No fee required.

	~~(1)~~
			(1)			Title of each class of securities to which transaction applies:

	~~(2)~~
			(2)			Aggregate number of securities to which transaction applies:

	~~(3)~~
			(3)			Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

~~(2)~~
	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:


Mark Gatto Co-Chairman of the Board of Directors			Michael A. Reisner Co-Chairman of the Board of Directors

			By Order of the Board of Directors,

			Stephen Roman, Corporate Secretary

Proposal			Vote Allowed and Impact			Vote Required
Leverage Proposal			You may vote for or against or abstain from voting on the Leverage Proposal. Abstentions will not be included in determining the number of votes cast and, as a result, will not have any effect on the result of the vote with respect to the Leverage Proposal. Broker non-votes are not considered votes cast and thus have no effect on the Leverage Proposal. Proxies received will be voted “FOR” the approval of the Leverage Proposal unless shareholders designate otherwise.			The affirmative vote of a majority of the votes cast at the Meeting virtually or by proxy is required to approve the Leverage Proposal.


Name and Address of Beneficial Owner	Number of Shares Owned Beneficially⁽¹⁾	Percentage of Class⁽²⁾
Interested Directors:
Mark Gatto⁽³⁾	~~55,611.1~~ 27,805.55			*
Michael A. Reisner⁽³⁾	~~55,611.1~~ 27,805.55			*
Independent Directors:
Robert A. Breakstone	None		None
Peter I. Finlay	None		None
Aron I. Schwartz	None		None
Earl V. Hedin⁽⁴⁾	5,431.18	*
Catherine K. Choi	None	None
Edward J. Estrada	None	None
Executive Officers:
Keith S. Franz	None		None
~~Harry Giovani~~⁽⁴⁾ Gregg A. Bresner	None		None
Stephen Roman	None		None
All Executive Officers and Directors as a group (8(11 persons)	~~111,222.2~~ 61,042.28			*


Net Asset Value	Cash Retainer		Meeting Fee		Chairperson Fee
0 to $75 million	$	0	$	350	$	2,500
Greater than $75 million to $300 million	$	30,000	$	350	$	5,000
Greater than $300 million to $500 million	$	40,000	$	600	$	5,000
Greater than $500 million to $1 billion	$	60,000	$	700	$	20,000
Greater than $1 billion	$	80,000	$	800	$	25,000


Fiscal Year	Audit Fees*		Audit-Related Fees**		Tax Fees***		All Other Fees****
2015		$462,672		$—		$24,720		$—
2014		$431,300		$—		$27,810		$—

~~AGAINST~~

~~ABSTAIN~~

~~2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.~~

~~3. To transact such other business as may properly come before the Annual Meeting, or any adjournments thereof.~~