About CION Management CION Investment Management II, LLC is a Delaware limited liability company and was formed on June 4, 2018 and was previously named CION Management, LLC. As of the date of this Brochure, CION Management had not begun managing client assets. As a result, as of the date of this Brochure, CION Management had no regulatory assets under management. Regulatory assets under management will be calculated and presented in this Brochure according to the requirements of the Advisers Act and may differ from the calculation and presentation of assets for purposes of other regulatory filings made by CION Management or the Fund. CION Management’s principal owners are Michael A. Reisner and Mark Gatto, who are also Co-Chief Executive Officers of the firm. About the Fund CION Management’s primary business objective is to provide asset management and other services to the Fund. The Fund is a limited partnership organized under the Revised Uniform Limited Partnership Act of the State of Delaware on June 5, 2018. The Fund is a privately-offered pooled alternative investment fund investing primarily in first lien senior secured loans, including unitranche loans, second lien senior secured loans and mezzanine debt, which in some cases includes an equity component, and, to a lesser extent, collateralized securities, structured products and other similar securities, of U.S. and European middle- market companies. CION Management also may serve as manager to, or provide related services for, other private investment funds, business development companies, closed-end or open-end registered investment companies, collective investment vehicles and/or separate accounts (together with the Fund, the “Funds”) in the future. Strategic Relationships of CION Management and the Fund CION Management or its affiliates expect to receive certain fees and/or distributions of operating cash flow in connection with strategic relationships, including those described below. The fees and/or distributions of operating cash flow received as a result of the strategic relationships are in addition to the advisory fees paid directly to CION Management from the Fund. A Note on the Fund Investors and other recipients of this Brochure should be aware that while this Brochure includes information about the Fund, as necessary or appropriate, the Brochure should not be considered to represent a complete discussion of the features, risks or conflicts associated with the Fund. More complete information about the Fund is included in the Fund’s Governing Documents, which may be provided to current and eligible prospective investors only by CION Management or another authorized party. In no event should this Brochure be considered to be an offer of interests in the Fund or relied upon in any determination to invest in the Fund. It is also not an offer of, or agreement to provide, advisory services directly to any recipient of the Brochure. Rather, this Brochure is designed to provide information about CION Management for the purpose of compliance with CION Management’s obligations under the Advisers Act. Accordingly, the Brochure responds to relevant regulatory requirements under the Advisers Act, which may differ from the information provided in the Fund’s Governing Documents. To the extent that there is any conflict between discussions herein and similar or related discussions in any Governing Document, the relevant Governing Document shall govern. CION Management’s Advisory Services Subject to limited exceptions, CION Management manages the day-to-day investment affairs of the Fund, including identifying, originating, acquiring and managing investments on its behalf, and earns asset management and other fees for these services, which can vary based on the amount of assets under management, investment activities and investment performance. The services CION Management provides to the Fund also include monitoring and reporting to the Fund on the performance of its investments and determining when and on what terms to finance, refinance or sell investments and executing such transactions. As a general matter, the Fund is managed in accordance with the investment objectives, strategies and guidelines set forth in its Governing Documents and is not tailored to the individual needs of any particular investor. The current focus of CION Management’s investment advisory business is on first lien senior secured loans, including unitranche loans, second lien senior secured loans and mezzanine debt, which in some cases includes an equity component, and, to a lesser extent, collateralized securities, structured products and other similar securities, of U.S. and European middle-market companies, but in the future may expand to other platforms. These investments are typically made to companies with annual EBITDA between $10 million and $1 billion, with experienced management teams, significant free cash flow, strong competitive positions and potential for growth. As used herein, EBITDA represents net income before net interest expense, income tax expense, depreciation and amortization. CION Management believes that the market for lending to U.S. and European middle-market companies presents a compelling investment opportunity. CION Management’s management team has witnessed significant demand for debt capital among middle-market companies that have the characteristics it targets. CION Management believes that this demand, coupled with the fragmented availability of funding within the Fund’s target markets, will enable it to achieve favorable transaction pricing. CION Management seeks favorable risk-adjusted returns by creating and managing a portfolio with balanced exposures to multiple industry sectors and geographic regions, systematically allocating capital across multiple segments of the global fixed-income markets, including U.S. and non-U.S. credit instruments. CION Management seeks to tailor its investment focus as market conditions evolve. Depending on market conditions and other factors, CION Management exercises discretion in increasing or decreasing its clients’ exposure to less senior portions of the capital structure, where returns tend to be stronger in a more stable or growing economy, but less secure in weak economic environments. CION Management relies on its investment professionals’ experience to structure investments, potentially using all levels of the capital structure, which it believes will perform in a broad range of economic environments. CION Management’s investment strategy generally focuses on debt and equity instruments with the following characteristics, although not all investments meet all of the below criteria and CION Management takes additional factors into consideration:  First

Lien Senior Secured Loans. First lien senior secured loans are situated at the top of the capital structure. Because these loans have priority in payment, they carry the least risk among all investments in a company. Generally, the first lien senior secured loans are expected to have maturities of three to seven years, offer some form of amortization, and have first priority security interests in the assets of the borrower. CION Management expects that the first lien senior secured loans typically will have variable interest rates ranging between 4.0% and 9.0% over a standard benchmark, such as the prime rate or the Secured Overnight Financing Rate (SOFR). In some cases, a portion of the total interest may accrue or be paid in kind.  Unitranche Loans. Unitranche loans provide all of the debt needed to finance a leveraged buyout or other corporate transaction, both senior and subordinated, but generally in a first lien position, while the borrower generally pays a blended, uniform interest rate rather than different rates for different tranches. Unitranche loans generally require payments of both principal and interest throughout the life of the loan. Unitranche loans generally have contractual maturities of five to six years and interest is generally paid quarterly. Generally, CION Management expects these securities to carry a blended yield that is between first lien secured and subordinated debt interest rates. Unitranche loans provide a number of advantages for borrowers, including the following: simplified documentation, greater certainty of execution and reduced decision-making complexity throughout the life of the loan. In addition, the Fund may receive additional returns from any warrants it may receive in connection with these investments. In some cases, a portion of the total interest may accrue or be paid in kind.  Second Lien Senior Secured Loans. Second lien senior secured loans are immediately junior to first lien senior secured loans and have substantially the same maturities, collateral and covenant structures as first lien senior secured loans. Second lien senior secured loans, however, are granted a second priority security interest in the assets of the borrower. In return for this junior ranking, second lien senior secured loans generally offer higher returns compared to first lien senior secured debt. These higher returns come in the form of higher interest and in some cases the potential for equity participation through warrants, though to a lesser extent than with mezzanine loans. Generally, CION Management expects these loans to carry a fixed rate of 8.0% to 13.0% or a floating current yield of 7.0% to 12.0% over the prime rate or SOFR. In addition, the Fund may receive additional returns from any warrants it may receive in connection with these investments. In some cases, a portion of the total interest may accrue or be paid in kind.  Unsecured Debt. In addition to first lien senior secured loans and second lien senior secured loans, CION Management also may invest in unsecured debt, including corporate bonds and subordinated debt. Unsecured debt investments usually rank junior in priority of payment to first lien senior secured loans and second lien senior secured loans, but are situated above preferred equity and common stock in the capital structure. In return for their junior status compared to first lien senior secured loans and second lien senior secured loans, unsecured debt investments typically offer higher returns through both higher interest rates and possible equity ownership in the form of warrants, enabling the lender to participate in the capital appreciation of the borrower. These warrants typically require only a nominal cost to exercise. CION Management intends to generally target unsecured debt with interest-only payments throughout the life of the security, with the principal due at maturity. Typically, unsecured debt investments have maturities of five to ten years. Generally, CION Management expects these securities to carry a fixed rate of 10% to 15%. In addition, the Fund may receive additional returns from any warrants it may receive in connection with these investments. In some cases, a portion of the total interest may accrue or be paid in kind.  Collateralized Securities, Structured Products and Other Similar Securities. The Fund may also invest in collateralized securities, structured products and other similar securities, which may include CDOs, CBOs, CLOs, structured notes and credit-linked notes. These investments may be structured as trusts or other types of pooled investment vehicles. They may also involve the deposit with or purchase by an entity of the underlying investments and the issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying investments or referencing an indicator related to such investments. CDOs, CBOs and CLOs are types of asset-backed securities issued by special purpose vehicles created to reapportion the risk and return characteristics of a pool of assets. The underlying pool for a CLO, for example, may include domestic and foreign senior loans, senior unsecured loans and subordinate corporate loans.  Equity and Equity-Related Securities. While CION Management intends to maintain its focus on investments in debt securities, from time to time, when CION Management sees the potential for significant gains, or in connection with securing particularly favorable terms in a debt investment, it may make non-control investments in preferred or common equity, typically in conjunction with a private equity sponsor CION Management believes to be of high quality. Alternatively, the Fund may hold equity-related securities consisting primarily of warrants or other equity interests generally obtained in connection with its unsecured debt investments. In the future, the Fund may achieve liquidity through a merger or acquisition of a portfolio company, a public offering of a portfolio company’s stock or by exercising its right, if any, to require a portfolio company to repurchase the equity-related securities it holds. With respect to any preferred or common equity investments, CION Management expects to target an annual investment return of at least 20%. See also Item 8, “Methods of Analysis, Investment Strategies and Risk of Loss” for further discussion of risks associated with these investments. Assets Under Management: Except as provided herein, CION Management will manage each client account on a discretionary basis. As of the date of this Brochure, CION Management had not begun managing client assets. As a result, as of the date of this Brochure, CION Management managed $0 on a discretionary basis and $0 on a non- discretionary basis.