CION Investment : CADC Repurchase Offer - Q2 2025 >>

CION

Published on 06/06/2025 at 10:47

Pursuant to Rule 23c-3 [17 CFR 270.23c-3]

Investment Company Act File Number: 811-23165 Date of Notification: June 6, 2025

Exact name of Investment Company as specified in registration statement: CION Ares Diversified Credit Fund

Address of principal executive office: (number, street, city, state, zip code)

100 Park Avenue, 25th Floor New York, NY 10017

Check one of the following:

A.

[X] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3.

B.

[ ] The notification pertains to a discretionary repurchase offer under paragraph (c) of Rule 23c-

3.

C.

[ ] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3 and

a discretionary repurchase offer under paragraph (c) of Rule 23c-3.

By:

/s/ Ian Fitzgerald

Ian Fitzgerald

Secretary

NOTICE OF QUARTERLY REPURCHASE OFFER

June 6, 2025

Dear CION Ares Diversified Credit Fund Shareholder,

Thank you for your investment. The purpose of this Notice is to announce the quarterly repurchase offer for the CION Ares Diversified Credit Fund (the "Fund"). Quarterly repurchase offers provide shareholders with access to their assets and a degree of liquidity. You will receive a notice similar to this once per quarter. The Fund will offer to repurchase shares only during each regularly scheduled quarterly repurchase offer period.

The repurchase offer period will begin on June 6, 2025 and end on July 10, 2025. If you own shares through a broker/dealer or advisor, please contact your financial professional.

Class C shareholders who tender for repurchase Class C shares that have been held less than 365 days after purchase, as of the time of repurchase, will be subject to a contingent deferred sales charge of 1.00% of the original purchase price. Shares acquired through the Fund's dividend reinvestment plan ("DRP"), reinvestment of dividends or capital gain distributions are not subject to a contingent deferred sales charge.

If you wish to tender shares, your financial professional will provide you with specific instructions. If you are unable to contact your financial professional and wish to tender shares you can alternatively complete the attached repurchase request form ("Repurchase Request Form").

For details of the offer, please refer to the attached Repurchase Offer document or you may call us at 1-888-729-4266.

Sincerely,

CION Ares Diversified Credit Fund

Offer Amount plus 2% of the outstanding shares on the Repurchase Request Deadline, the Fund will repurchase the shares on a pro rata basis. However, the Fund may accept all shares tendered for repurchase by shareholders who own less than one hundred (100) shares and who tender all of their shares, before prorating other amounts tendered.

If the repurchase of shares would cause the Fund to lose its status as a regulated investment

company under Subchapter M of the Internal Revenue Code;

For any period during which the New York Stock Exchange or any other market in which the securities owned by the Fund are principally traded is closed, other than customary weekend and

holiday closings, or during which such trading is restricted;

For any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the Fund's NAV of each of the Fund's

Class A, Class C, Class I, Class L, Class U, Class U-2 and Class W shares; and

For any other periods that the U.S. Securities and Exchange Commission may permit by order for

the protection of shareholders.

conditions of this offer or any defect in any tender of shares, whether generally or with respect to any particular shares or shareholders. The Fund's interpretations of the terms and conditions of this offer shall be final and binding. Unless waived, any defects or irregularities in connection with tenders of shares must be corrected within such times as the Fund shall, in its absolute discretion, decide. Tenders of shares will not be deemed to have been made until any defects or irregularities have been corrected or waived.

None of the Fund, CION Ares Management, LLC (the "Advisor"), Ares Capital Management II LLC (the "Sub-Advisor"), SS&C GIDS, Inc. (the "Transfer Agent"), CION Securities, LLC (the "Dealer Manager"), ALPS Distributors, Inc. (the "Distributor") nor any other person or entity is or will be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice.

None of the Fund, the Advisor, the Sub-Advisor, the Dealer Manager nor the Distributor is or will be obligated to ensure that your financial consultant, or any broker-dealer or any other third party through which your shares may be held or registered, submits to you this Repurchase Offer or submits your tender of shares to the Fund on your behalf.

Neither the Fund nor its Board of Trustees makes any recommendation to any shareholder as to whether to tender or refrain from tendering shares. Each shareholder must make an independent decision as to whether or not to tender shares and, if so, how many shares to tender.

No person has been authorized to make any recommendation on behalf of the Fund as to whether shareholders should tender shares pursuant to this offer. No person has been authorized to give any information or to make any representations in connection with this offer other than those contained herein or contained in the Fund's currently effective prospectus or statement of additional information. If given or made, such recommendation and such information and representation may not be relied upon as having been authorized by the Fund. For additional information about this Repurchase Offer, contact your financial professional.

Regular Mail:

CION Ares Diversified Credit Fund c/o SS&C GIDS, Inc.

P.O. Box 219422

Kansas City, MO 64121-9422

Overnight Mail:

CION Ares Diversified Credit Fund c/o SS&C GIDS, Inc.

801 Pennsylvania Avenue, Suite 219422 Kansas City, MO 64105-1308

Please accept this tender of shares as designated below for repurchase at a price equal to their net asset value on the Repurchase Pricing Date.

I understand that this quarterly repurchase offer is limited to five percent (5%) of the outstanding shares of the CION Ares Diversified Credit Fund (the "Fund") and, that, if the offer is oversubscribed, the Fund may not purchase the full amount of the shares that I am requesting, in which case the Fund will repurchase shares on a pro rata basis.

For Class C Shareholders Only: I understand that tendering Class C Shares that have been held less than 365 days after purchase, as of the time of repurchase, will be subject to a contingent deferred sales charge of 1.00%. Shares acquired through the Fund's DRP, reinvestment of dividends or capital gain distributions are not subject to a contingent deferred sales charge.

Account Number:

Daytime Telephone Number:

Class A Shares (CADEX):

Class C Shares (CADCX):

Class I Shares (CADUX):

Class L Shares (CADWX):

Class U Shares (CADZX):

Class U-2 Shares (CADSX):

Class W Shares (CADFX):

Class of Shares to be tendered:

(if tendering more than one share class, please submit a separate form for each share class)

Full Tender:

Please tender all shares in my account.

Partial Tender:

Please tender shares from my account.

1.

A TENDER REQUEST THAT DOES NOT SPECIFY ALL OR A NUMBER OF SHARES

WILL BE REJECTED.

2.

Alterations to this form are prohibited and the request will be rejected.

3.

To prevent backup withholding please ensure that a completed and signed application form or a Form W-9 (or Form W-8 for Non-U.S. shareholders) has been previously submitted.

Unless alternative instructions are given below, the check will be issued to the name(s) of the registered shareholder(s) and mailed to the address of record.

Alternative mailing instructions:

Signature Guaranteed By:

Account Owner Signature:

Date:

Joint Account Owner

Signature (if applicable):

Date:

Disclaimer

CION Investment Corporation published this content on June 06, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 06, 2025 at 14:46 UTC.