| | | |
Sincerely,
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R. Kipp deVeer
Chairman of the Board of Trustees |
|
Name, Address and Age(1)
|
| |
Position(s)
Held with Fund |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s) During Past 5 Years
|
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Other
Directorships of Public or Registered Investment Companies Held by Trustee During Past 5 Years |
|
Independent Trustees | | | | | | | | | | | | | | | | |
Sandra R. Anceleitz, 58 | | | Trustee | | | Since 2022 (term expires 2026) | | | Sandra R. Anceleitz currently dedicates her time to non-profit work. From 1997 to 2010, Sandra R. Anceleitz served as Managing Director of the Global Loan Sales Group for Bank of America/Merrill Lynch. | | |
1(2)
|
| | | |
Ann Torre Bates, 66 | | | Trustee | | |
Since 2022
(term expires 2026) |
| | Ann Torre Bates currently dedicates her time to serving on boards of directors of several companies in the financial sector. From 1997 to 2012, Ann Torre Bates was a strategic and financial consultant, principally with respect to corporate finance matters. | | |
2(2)
|
| | United Natural Foods, Inc., 15 investment companies in the Franklin Templeton Group of Mutual Funds, Ares Capital Corporation | |
Steven B. McKeever, 63 | | | Trustee | | |
Since 2022
(term expires 2026) |
| | Since 1997, Steven B. McKeever has been Chief Executive Officer of Hidden Beach Recordings, an independent record label based in Los Angeles, California. | | |
2(2)
|
| | Ares Capital Corporation | |
Eric B. Siegel, 66 | | |
Lead
Independent Trustee |
| |
Since 2022
(term expires 2026) |
| | Since 2005, Eric B. Siegel has served as Senior Advisor to the Chairman of the Milwaukee Brewers Baseball Club and a member of the Club’s Board of Advisors. From 1996 to 2020, Eric B. Siegel was a director of El Paso Electric Company, a New York Stock Exchange (“NYSE”) publicly traded utility company, where he also served as Chairman of the Executive Committee and Nominating and Governance Committee and member of the Audit Committee and Security Committee. | | |
2(2)
|
| | El Paso Electric Company, Ares Capital Corporation | |
Name, Address and Age(1)
|
| |
Position(s)
Held with Fund |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s) During Past 5 Years
|
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Other
Directorships of Public or Registered Investment Companies Held by Trustee During Past 5 Years |
|
Interested Trustees | | | | | | | | | | | | | | | | |
R. Kipp deVeer, 51(3) | | |
Trustee and
Chairman of the Board |
| |
Since 2022
(term expires 2026) |
| | Since September 2022, R. Kipp deVeer has served as an interested trustee and Chairman of the Board of the Company. R. Kipp deVeer is an interested director and Chief Executive Officer of Ares Capital Corporation (NASDAQ: ARCC). R. Kipp deVeer is a Director and Partner of Ares and serves on the Ares Executive Management Committee. R. Kipp deVeer is a member of the investment adviser’s ASIF Investment Committee (the “ASIF Investment Committee”), the Ares Credit Group’s U.S. Direct Lending and European Direct Lending Investment Committees and other select Ares Credit Group investment committees. | | |
3(2)
|
| | Ares Management Corporation, Ares Capital Corporation | |
Mitchell Goldstein, 57(4) | | |
Trustee and
Co-Chief Executive Officer |
| |
Since 2022
(term expires 2026) |
| | Since September 2022, Mitchell Goldstein has served as an interested trustee of the Company and a Co-Chief Executive Officer of the Company. Mitchell Goldstein is a Co-President of Ares Capital Corporation (NASDAQ: ARCC). Mitchell Goldstein is a Partner and Co-Head of the Ares Credit Group. He serves on the Ares Executive Management Committee. He is also Vice President and interested trustee of CION Ares Diversified Credit Fund. Mitchell Goldstein is a member of the ASIF Investment Committee, the Ares Credit Group’s U.S. Direct Lending and Commercial Finance Investment Committees, the Ivy Hill Asset Management Investment Committee and other select Ares Credit Group investment committees. | | |
2(2)
|
| |
CION Ares Diversified
Credit Fund |
|
Name, Address and Age(1)
|
| |
Position(s)
Held with Fund |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s) During Past 5 Years
|
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Other
Directorships of Public or Registered Investment Companies Held by Trustee During Past 5 Years |
|
Michael L. Smith, 52(5) | | |
Trustee and
Co-Chief Executive Officer |
| |
Since 2022
(term expires 2026) |
| | Since September 2022, Michael L. Smith has served as an interested trustee of the Company and a Co-Chief Executive Officer of the Company. Michael L. Smith is an interested director of Ares Capital Corporation (NASDAQ: ARCC). Michael L. Smith is a Partner and Co-Head of the Ares Credit Group, Vice President of CION Ares Diversified Credit Fund and he serves on the Ares Executive Management Committee. Michael L. Smith is a member of the ASIF Investment Committee, Ares Credit Group’s U.S. Direct Lending and Commercial Finance Investment Committees, the Ares Private Equity Group’s Special Opportunities Investment Committee, and the Infrastructure and Power Group Funds Investment Committee. | | |
2(2)
|
| | Ares Capital Corporation | |
Executive Officers and Certain Other Officers Who Are Not Trustees | | |||||||||||||||
Scott C. Lem, 46 | | |
Chief
Financial Officer and Treasurer |
| | Since 2022 (indefinite term) | | | Since September 2022, Scott C. Lem has served as Chief Financial Officer and Treasurer of the Company. Scott C. Lem is Chief Financial Officer and Treasurer of Ares Capital Corporation (NASDAQ: ARCC). He also serves as a Partner and Chief Financial Officer of the Public Credit Funds in the Ares Finance and Accounting Department. Scott C. Lem additionally serves as Chief Financial Officer and Treasurer of Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC) and Chief Financial Officer and Treasurer of CION Ares Diversified Credit Fund. | | | | | | | |
Name, Address and Age(1)
|
| |
Position(s)
Held with Fund |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s) During Past 5 Years
|
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Other
Directorships of Public or Registered Investment Companies Held by Trustee During Past 5 Years |
|
Joshua M. Bloomstein, 50 | | |
General
Counsel and Secretary |
| | Since 2022 (indefinite term) | | | Since September 2022, Joshua M. Bloomstein has served as General Counsel and Secretary of the Company. Additionally, he is General Counsel, Vice President and Secretary of Ares Capital Corporation (NASDAQ: ARCC), Vice President and Assistant Secretary of CION Ares Diversified Credit Fund, Vice President and Assistant Secretary of Ares Commercial Real Estate Corporation and Vice President and Assistant Secretary of Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC). He joined Ares in November 2006 and currently serves as a Partner and General Counsel (Credit) and Deputy General Counsel (Corporate) of Ares Management. | | | | | | | |
Paul Cho, 41 | | |
Chief
Accounting Officer |
| | Since February 2024 (indefinite term) | | | Since February 2024, Paul Cho has served as Chief Accounting Officer of the Company. Paul Cho is Chief Accounting Officer of Ares Capital Corporation (NASDAQ: ARCC). Paul Cho joined Ares in 2008 and currently serves as a Managing Director and Chief Accounting Officer in the Finance and Accounting Department of Ares Management. | | | | | | | |
Angela Lee, 37 | | |
Vice
President and Assistant Treasurer |
| | Since February 2024 (indefinite term) | | | Since February 2024, Angela Lee has served as Vice President and Assistant Treasurer of the Company. Angela Lee is Vice President and Assistant Treasurer of Ares Capital Corporation (NASDAQ: ARCC). Angela Lee joined Ares in 2010 and currently serves as a Managing Director in the Ares Finance and Accounting Department. | | | | | | | |
Name, Address and Age(1)
|
| |
Position(s)
Held with Fund |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s) During Past 5 Years
|
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Other
Directorships of Public or Registered Investment Companies Held by Trustee During Past 5 Years |
|
Lisa Morgan, 48 | | |
Chief
Compliance Officer |
| | Since 2022 (indefinite term) | | | Since September 2022, Lisa Morgan has served as Chief Compliance Officer of the Company. Lisa Morgan is a Partner and Chief Compliance Officer, Registered Products in the Ares Compliance Group. Lisa Morgan also serves as the Chief Compliance Officer of Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC), CION Ares Diversified Credit Fund, Ares Private Markets Fund and Ares Capital Corporation (NASDAQ: ARCC). Prior to joining Ares in 2017, Lisa Morgan was a Partner in the Business Practices Group at Eversheds Sutherland, where she focused on the formation, regulation and operation of public and private funds, including business development companies. | | | | | | | |
Jana Markowicz, 43 | | |
Chief
Operating Officer |
| | Since 2023 (indefinite term) | | | Since January 2023, Jana Markowicz has served as Chief Operating Officer of the Company and a member of the ASIF Investment Committee. Jana Markowicz is Chief Operating Officer of Ares Capital Corporation (NASDAQ: ARCC). Jana Markowicz joined Ares in 2005 as a member of the U.S. Direct Lending investment team. Jana Markowicz currently serves as Partner, Chief Operating Officer and Head of Product Management & Investor Relations for U.S. Direct Lending in the Ares Credit Group. | | | | | | | |
Jim Miller, 47 | | | President | | | Since 2023 (indefinite term) | | | Since January 2023, Jim Miller has served as President of the Company and a member of the ASIF Investment Committee. Jim Miller is a Partner in the Ares Credit Group and serves as Co-Head for Ares’ U.S. Direct Lending strategy and serves on Ares’ U.S. Direct Lending Investment Committee. Jim Miller | | | | | | | |
Name, Address and Age(1)
|
| |
Position(s)
Held with Fund |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s) During Past 5 Years
|
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Other
Directorships of Public or Registered Investment Companies Held by Trustee During Past 5 Years |
|
| | | | | | | | | also serves on the Ares Sports, Media and Entertainment Investment Committee and acts as a co-lead for that strategy. | | | | | | | |
Naseem Sagati Aghili, 42 | | |
Vice
President |
| | Since 2022 (indefinite term) | | | Since September 2022, Naseem Sagati Aghili has served as Vice President of the Company. Naseem Sagati Aghili is Partner, General Counsel and Corporate Secretary of Ares and additionally serves on the Ares Executive Management Committee, Enterprise Risk Committee and the Ares Diversity, Equity and Inclusion Council. She also serves as Vice President of Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC), CION Ares Diversified Credit Fund, Ares Private Markets Fund and Ares Capital Corporation (NASDAQ: ARCC). Prior to being named as General Counsel of Ares in 2020, Naseem Sagati Aghili has served in a variety of roles at Ares since 2009, including most recently Co-General Counsel and General Counsel, Private Equity. | | | | | | | |
Name of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent
of Class(1) |
| ||||||
Trustees and Named Executive Officers: | | | | | | | | | | | | | |
Interested Trustees | | | | | | | | | | | | | |
R. Kipp deVeer
|
| | | | 0 | | | | | | * | | |
Mitchell Goldstein
|
| | | | 184,638 | | | | | | * | | |
Michael L. Smith
|
| | | | 0 | | | | | | * | | |
Independent Trustees | | | | | | | | | | | | | |
Sandra R. Anceleitz
|
| | | | 0 | | | | | | * | | |
Ann Torre Bates
|
| | | | 18,499 | | | | | | * | | |
Steven B. McKeever
|
| | | | 0 | | | | | | * | | |
Eric B. Siegel
|
| | | | 0 | | | | | | * | | |
Named Executive Officers Who Are Not Trustees | | | | | | | | | | | | | |
Scott C. Lem
|
| | | | 0 | | | | | | * | | |
Jim Miller
|
| | | | 0 | | | | | | * | | |
All Trustees, Executive Officers and Certain Other Officers as a Group (16 persons)(2)
|
| | | | 203,137 | | | | | | * | | |
5% Holders | | | | | | | | | | | | | |
Partners Capital Investment Group, LLP(3)
|
| | | | 22,273,083 | | | | | | 25.8% | | |
Name of Trustee
|
| |
Dollar Range of
Equity Securities in the Company(1)(2) |
| |
Aggregate Dollar
Range of Equity Securities in the Fund Complex(1)(2)(3) |
|
Independent Trustees(4) | | | | | | | |
Sandra R. Anceleitz
|
| | None | | | None | |
Ann Torre Bates
|
| |
Over $100,000
|
| | Over $100,000 | |
Steven B. McKeever
|
| | None | | | Over $100,000 | |
Eric B. Siegel
|
| | None | | | Over $100,000 | |
Interested Trustees | | | | | | | |
R. Kipp deVeer
|
| | None | | | Over $100,000 | |
Mitchell Goldstein
|
| |
Over $100,000
|
| | Over $100,000 | |
Michael L. Smith
|
| | None | | | Over $100,000 | |
Name
|
| |
Fees Earned or
Paid in Cash(1) |
| |
Total
|
| ||||||
Independent Trustees(2) | | | | | | | | | | | | | |
Sandra R. Anceleitz
|
| | | $ | 111,000 | | | | | $ | 111,000 | | |
Ann Torre Bates
|
| | | $ | 123,000 | | | | | $ | 123,000 | | |
Steven B. McKeever
|
| | | $ | 112,000 | | | | | $ | 112,000 | | |
Eric B. Siegel
|
| | | $ | 138,000 | | | | | $ | 138,000 | | |
Interested Trustees | | | | | | | | | | | | | |
R. Kipp deVeer
|
| | | | — | | | | | | — | | |
Mitchell Goldstein
|
| | | | — | | | | | | — | | |
Michael L. Smith
|
| | | | — | | | | | | — | | |
| | |
Fiscal Year Ended
December 31 |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Audit Fees
|
| | | $ | 267,000 | | | | | $ | 170,000 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | $ | 42,500 | | | | | | — | | |
All Other Fees
|
| | | | — | | | | | | — | | |
Total Fees
|
| | | $ | 309,500 | | | | | $ | 170,000 | | |