0001104659-20-115314 Sample Contracts

FORM OF THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN CION ARES DIVERSIFIED CREDIT FUND AND CION ARES MANAGEMENT, LLC
Investment Advisory Agreement • October 15th, 2020 • CION Ares Diversified Credit Fund • New York

This Third Amended and Restated Investment Advisory Agreement (the “Agreement”) is entered into as of [●], 2019, 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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FORM OF THIRD AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • October 15th, 2020 • CION Ares Diversified Credit Fund • Delaware

THIS AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (the "Agreement") is made the 31st day of July, 2020 between CION Ares Diversified Credit Fund, a Delaware statutory trust (the "Company"), and CION Ares Management, LLC, a Delaware limited liability company ("CAM").

Services Agreement
Services Agreement • October 15th, 2020 • CION Ares Diversified Credit Fund • New York
FORM OF BROKER-DEALER SELLING AGREEMENT
Broker-Dealer Selling Agreement • October 15th, 2020 • CION Ares Diversified Credit Fund • Colorado

THIS BROKER-DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and ___________________________________, a _________________________ having its principal place of business at ________________________________________________________ (hereinafter “Broker-Dealer”).

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