0001144204-18-010944 Sample Contracts

FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN CION ARES DIVERSIFIED CREDIT FUND AND CION ARES MANAGEMENT, LLC
Investment Advisory Agreement • February 27th, 2018 • CION Ares Diversified Credit Fund • New York

This Amended and Restated Investment Advisory Agreement (the “Agreement”) is entered into as of December 12, 2017 to become effective on February 1, 2018 (the “Effective Date”), by and between CION ARES DIVERSIFIED CREDIT FUND (the “Fund”), a statutory trust duly organized and existing under the laws of the State of Delaware, and CION ARES MANAGEMENT, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Advisor”).

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CION ARES DIVERSIFIED CREDIT FUND FORM OF INCENTIVE FEE WAIVER AGREEMENT
Incentive Fee Waiver Agreement • February 27th, 2018 • CION Ares Diversified Credit Fund • New York

THIS INCENTIVE FEE WAIVER AGREEMENT (the “Agreement”) is effective as of the 12th day of December, 2017 by and between CION Ares Diversified Credit Fund, a Delaware statutory trust (the “Fund”) and CION Ares Management, LLC (the “Adviser”).

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