Advisory Business
Apollo Global Management, Inc. (f/k/a Apollo Global Management, LLC)
Apollo Global Management, Inc. (“AGM,” and together with its subsidiaries, “Apollo”), a Delaware corporation, is a global alternative investment manager that is publicly listed on the New York Stock Exchange under the symbol “APO.” Founded in 1990, Apollo is led by its managing partners, Leon Black, Joshua Harris and Marc Rowan, who have worked together for more than 32 years. Apollo’s business is to raise, invest and manage credit, private equity and real assets funds, as well as strategic investment accounts, on behalf of pension, endowment and sovereign wealth funds and other institutional and individual investors. Apollo has three business segments: (1) Credit, which primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed investments across the capital structure; (2) Private Equity, which primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments; and (3) Real Assets, which primarily invests in real estate and infrastructure equity for the acquisition and recapitalization of real estate and infrastructure assets, portfolios, platforms and operating companies and real estate and infrastructure debt, including first mortgage and mezzanine loans, preferred equity and commercial mortgage-backed securities.
Apollo Global Real Estate Management, L.P.
AGREM is an SEC-registered investment adviser and subsidiary of AGM. AGREM manages Apollo’s real assets business and controls the real asset managers (collectively, with AGREM, the “Apollo Real Asset Managers”) to its advisory clients, which are comprised of the funds, parallel funds, alternative investment vehicles and feeder funds (collectively referred to as “Apollo Real Asset Funds”) that fall within Apollo’s real assets segment. The Apollo Real Asset Managers also serve as investment managers to various co-investment vehicles structured to facilitate investments by affiliated and third party co-investors (each, a “Co-Investor”) alongside Apollo Real Asset Funds (“Co-Investment Vehicles”). The Apollo Real Asset Funds and Co-Investment Vehicles are collectively referred to as “Clients.”

The Apollo Real Asset Managers take a broad view of markets and property types in targeting debt and equity investment opportunities, including the acquisition and recapitalization of real estate portfolios. The Apollo Real Asset Managers are registered with the SEC as investment advisers relying on AGREM’s investment adviser registration. As described in Item 10 below, the Apollo Real Asset Managers are affiliated with the managers of Apollo’s private equity and credit business segments (collectively, with Apollo Real Asset Managers, the “Apollo Managers”). The Apollo Real Asset Funds and funds, single investor funds and separately managed accounts associated with Apollo’s other business segments are collectively referred to as “Apollo Funds.”
Investment Advisory Relationship
The advisory relationship between each Client and the relevant Apollo Real Asset Manager is governed by their respective investment management agreements (each, a “Management Agreement”). When Management Agreements are negotiated among related parties, their terms, including the fees payable to the Apollo Real Asset Managers, may not be as favorable to the Clients as if they had been negotiated with an unaffiliated party. This conflict of interest is mitigated, at least in part, by the fact that certain limited partners or investors negotiate terms (including management fees payable to the Apollo Real Asset Managers and carried interest payable to applicable general partners) through the negotiation of the Governing Documents (as defined below) and side letters with investors in Clients. The Apollo Real Asset Managers generally seek to acquire, develop, reposition, manage and operate real assets in North America, Asia and Europe. The Apollo Real Asset Managers also offer advice to Clients that invest in instruments that are consistent with the applicable Client’s investment strategy and objective, including, without limitation:


• Commercial Mortgage-Backed Securities • Whole Loans
• Commercial Real Estate Corporate Debt and Loans
• Mezzanine Loans
• Commercial Real Estate Mortgage Loans • Acquisitions of Real Property
• Recapitalization and Restructuring of Real Estate Property Assets
• Non-Performing Loans

In connection with certain investments, the Apollo Real Asset Managers may employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices and currency exchange rates and may employ leverage in connection with Clients’ investment activities. The Apollo Real Asset Managers may pursue additional opportunistic investment strategies on behalf of Clients consistent with the investment objectives and guidelines set forth in each Client’s governing documents, which may include, but are not limited to, the applicable private placement memorandum (or equivalent disclosure document), limited partnership agreement, limited liability company agreement or similar organizational document or Management Agreement (“Governing Documents”).

Without prior consultation with Clients, the Apollo Real Asset Managers will provide investment management services to additional (including competing) private pooled investment vehicles that are offered to investors. In connection with these services, the Apollo Real Asset Managers are usually appointed as investment advisers with discretionary trading authorization. Investors may also be solicited to invest in one or more other Apollo Funds. Except in limited circumstances, the Apollo Real Asset Managers have full discretionary authority with respect to the investment decisions of their Clients; however, their advice is provided in accordance with and subject to the investment objectives and guidelines set forth in each Client’s applicable Governing Documents. The investments of the Apollo Real Asset Funds are subject to certain diversification, geographic and other restrictions and limitations as set forth in the applicable Governing Documents of the Apollo Real Asset Funds. The general partners to the Apollo Real Asset Funds enter into side letters with certain limited partners or investors of Clients that impose further restrictions on investing in certain types of securities, countries, geographies or businesses with respect to such limited partners or investors in order to, among other things, meet certain legal, tax, regulatory, internal policy or other requirements or requests of such limited partners or investors.
Co-Investments
From time to time, subject to allocation considerations (certain of which are discussed in Item 6 below), the Apollo Real Asset Managers offer opportunities for co-investment. While the Apollo Real Asset Managers are under no obligation to offer co-investment opportunities, if offered, such co-investment opportunities are offered to (i) other Clients; (ii) investors in any Client (or any of such investor’s beneficial owners, advisors or consultants); (iii) management or employees of the relevant portfolio investment, consultants and advisors with respect to such portfolio investment or pre-existing investors or other persons associated with such portfolio investment; (iv) joint venture partners; or (v) other persons, including, without limitation, persons or entities whom the relevant Apollo Real Asset Manager or its affiliates believes will be of benefit to a Client or one or more portfolio investments or who provide a strategic sourcing or similar benefit to Apollo, the Client, a portfolio investment or one or more of their respective affiliates due to industry expertise, regulatory expertise, end user expertise or otherwise (including, without limitation, private equity funds sponsored by persons other than Apollo) (collectively, “Co-Investors”). In certain instances, the Apollo Real Asset Managers offer a co-investment opportunity to one or more of the categories of Co-Investors described above without offering such opportunity to the other categories. The Apollo Real Asset Managers and their affiliates may charge management fees (“Management Fees”) and other fees and receive expense reimbursement and carried interest or other incentive compensation from such Co-Investors or Co-Investment Vehicles. In addition, in connection with any such co-investment, the Apollo Real Asset Managers or any of their affiliates will retain the portion of any Special Fees (as defined below) allocable or otherwise attributable to investments in portfolio investments by any such Co-Investors, whether or not such portfolio investments are consummated. The Apollo Real Asset Managers do not currently invest in any Apollo Real Asset Funds. However, in the past, certain Apollo Real Asset Managers made de minimis investments in Apollo Real Asset Funds. Additionally, certain affiliates of Apollo co-invest alongside Apollo Real Asset Funds. Apollo’s principals, officers and employees and certain of Apollo’s affiliates have direct and indirect investments in certain Apollo Real Asset Funds through, for example, employee Co- Investment Vehicles, direct investments, deferred compensation agreements, performance allocation and carried interest.
Strategic Partnerships
The Apollo Real Asset Managers or their affiliates have entered, and will continue to enter, into strategic partnerships directly or indirectly with investors that commit, contribute, allocate or co- invest significant capital to a number of Apollo products, investment ideas and asset classes. These arrangements include Apollo granting certain preferential terms to such investors, including a waiver or reduction of Management Fees and/or a blended Management Fee. Preferential terms provided can also include granting carried interest rates that are lower than those applicable to, or in the Clients in which, such strategic partnership investors invest, or entering into co-investment relationships with such investors. In addition, investors in strategic partnerships may be represented on an advisory board of a Client. The preferential terms provided to strategic partnership investors are not subject to “most favored nation” provisions in the applicable Governing Documents or side letters with investors in Clients.
Clients as Limited Partners

Limited partners that are Clients may be affiliated with Apollo and as such, the general partner will be incentivized to grant certain consent or preferential treatment to, or waive certain obligations of, these Clients, which will create conflicts of interest. For example, the general partner will be more incentivized to waive or permit the cure of a default by such Client for its failure to make a capital contribution to the Client where, for example, the Governing Documents of such Client restrict or otherwise limit its ability to make such capital contribution. In such instances, the general partner may, as a consequence, determine not to apply certain (or any) of the remedies set forth in the applicable Governing Document against such Client, which may negatively impact other Clients. The general partner will also be more incentivized than it otherwise would be to consent to a transfer of interest by a Client to one or more persons and may waive certain requirements for such transfer in accordance with the applicable Governing Documents. In addition, Apollo has entered, and will continue to enter, into an arrangement with a Client with the effect that such Client pays, or otherwise bears, higher, lower or no carried interest or Management Fees with respect to its interest, which arrangement may be affected by a waiver, discount, rebate or otherwise by way of another agreement, by way of the applicable Governing Documents of such Client or otherwise. The information provided above about the investment advisory services provided by the Apollo Real Asset Managers is qualified in its entirety by reference to the applicable Client’s Governing Documents. As of December 31, 2018, AGREM manages $9,442,315,060 on a non-discretionary basis. please register to get more info

Fees and Compensation
Management Fees
The Apollo Real Asset Managers and their affiliates receive Management Fees from Clients. The specific payment terms and other conditions of the Management Fees available to the Apollo Real Asset Managers, including the manager of Apollo Commercial Real Estate Finance, Inc. (“ARI”), are set forth in the applicable Governing Documents, side letters and/or fee agreements. Generally, the Management Fee is calculated as follows: (i) during the commitment period (e.g., the period during which the general partner calls capital from limited partners for new portfolio investments) the Management Fee is calculated as a percentage of capital commitments of fee-bearing investors; (ii) after the expiration of the commitment period, the Management Fee is calculated as a percentage of the adjusted cost of all unrealized investments attributable to fee-bearing investors; or (iii) over the entire life of the Client and not just after the expiration of the commitment period, the Management Fee is calculated as a percentage of the adjusted cost of all unrealized investments attributable to fee-bearing investors. As set forth in the applicable Governing Documents, Management Fees are payable to the Apollo Real Estate Managers monthly, quarterly or annually in arrears. However, there may be instances where Management Fees are paid monthly or quarterly in advance. Management Fees are generally paid to the Apollo Real Asset Managers by deducting such fees from the applicable Client account or directly billing the Client. The Management Agreement of an Apollo Real Asset Fund is terminated upon the winding-up of the Apollo Real Asset Fund or in the event a specified percentage of limited partners vote to: (i) remove the general partner after a “cause” event as described in the Governing Documents of the applicable Apollo Real Asset Fund; or (ii) dissolve the Apollo Real Asset Fund. Pre-paid Management Fees will be returned to the Clients in the event of termination of the Management Agreement.
Carried Interest
An affiliate of an Apollo Real Asset Manager serving as a general partner of each Apollo Real Asset Fund is entitled to receive a carried interest allocation from the Apollo Real Asset Fund for which it serves as general partner. The carried interest distribution will generally be an amount equal to a percentage of the profits from each portfolio investment made by such Apollo Real Asset Fund after the return of allocable invested capital (including allocable Management Fees, organizational expenses and operating expenses) and a preferred return to limited partners. All carried interest distributions payable to the general partners of the Apollo Real Asset Funds will be consistent with the requirements of Section 205 of the Advisers Act and Rule 205-3 thereunder. As described more fully below, an Apollo Real Asset Manager or affiliate receives fees as consideration for other services it provides. A carried interest allocation is not paid to the general partner of ARI. The specific payment terms and other conditions of carried interest are set forth in the relevant Governing Documents.
Apollo Real Asset Funds
Management Fees, performance-based incentive allocations and other fees paid by the Apollo Real Asset Funds to the Apollo Real Asset Managers are not generally negotiated with the Client, but certain limited partners or shareholders negotiate terms (including Management Fees payable to the Apollo Real Asset Managers and carried interest payable to applicable general partners) through the negotiation of limited partnership agreements, side letters, or similar documents. With respect to private investment funds that the Apollo Real Asset Managers raise, certain limited partners negotiate future investment fund terms (including Management Fees payable to the Apollo Real Asset Managers and carried interest payable to applicable general partners) through the negotiation of the Governing Documents or side letters with investors in Clients. Investors are not permitted to negotiate the Governing Documents of ARI. The limited partnership agreements of the Apollo Real Asset Funds generally provide that the general partner allocates capital from the capital accounts of limited partners to pay Management Fees and performance-based fees to the applicable Apollo Real Asset Manager and/or the general partner of the Apollo Real Asset Fund. The applicable general partner and/or applicable Apollo Real Asset Manager generally have the unilateral discretion to waive or reduce the application of certain provisions of the Governing Documents for an Apollo Real Asset Fund with respect to an investor (including those related to fees, carried interest, transparency and transfers) without obtaining the consent of any other investor. The applicable general partner and Apollo Real Asset Manager generally do not receive all Management Fees and performance-based compensation from parallel investment vehicles or feeder funds formed for the benefit of Apollo principals and employees of the Apollo Real Asset Managers and their affiliates. In the case of family members and friends of such principals and employees, the applicable general partner and Apollo Real Asset Manager waive Management Fees.
Expenses Charged to Clients
Organizational Expenses. Subject to its Governing Documents, each Client pays or otherwise bears all fees, costs, expenses and other liabilities incurred in connection with the formation and organization of, or sale of interests in such Client, its general partner or similar person and/or investment manager or investment vehicle in which such Client may invest, including costs and all out-of-pocket legal, accounting, tax, consulting, filing, capital raising, marketing, printing, electronic database, travel-related expenses and other expenses for accommodations, meals, events, entertainment and other similar fees, costs and expenses (collectively, the “Organizational Expenses”). Clients do not pay fees to Apollo’s affiliated broker-dealer, Apollo Global Securities, LLC (“AGS”) (AGS is described in additional detail in Item 10 below), for raising capital in connection with the formation or organization of such Clients. However, the general partner of a Client may enter into arrangements with, and compensate, unaffiliated third parties engaged to assist in placement agent services. The general partner of an Apollo Real Estate Manager may cause the applicable Client to pay the placement agent a placement fee and reimburse the placement agent for expenses incurred by it in connection with such arrangement. In these cases, and where required by the applicable Governing Documents, the applicable Apollo Real Asset Manager reduces its Management Fee on a dollar-for-dollar basis to the extent any such placement agent fees and related costs and expenses are borne by the Client. Governing Documents for certain Clients, other than Co-Investment Vehicles, generally include a limit on the amount of Organizational Expenses that are to be borne by the Client (although this is unusual for Co-Investment Vehicles). In addition, Organizational Expenses associated with a Co- Investment Vehicle organized in connection with a particular portfolio investment are generally borne by such portfolio investment, and therefore, indirectly by investors in such portfolio investment, including without limitation, the applicable Client and such Co-Investment Vehicle. Operating Expenses. Subject to its Governing Documents, each Client pays or otherwise bears all of the direct and indirect fees, costs, expenses, liabilities and obligations resulting from or arising in connection with its operations (collectively, the “Operating Expenses”). In certain circumstances and subject to the applicable Governing Documents, Operating Expenses are paid by portfolio investments of a Client. The Organizational Expenses and Operating Expenses of a particular Client are set forth in its Governing Documents and/or through side letters with investors in Clients and may include, without limitation, the following fees, costs and expenses related to or arising from: (i) the discovery, evaluation, investigation, development, research, acquisition, consummation, ownership, maintenance, monitoring, financing, hedging or disposition of portfolio investments, which includes, without limitation:
• brokerage commissions;
• clearing and settlement charges;
• private placement fees;
• syndication fees;
• solicitation fees;
• arranger fees, the services in respect of which may be conducted through Apollo Global Funding, LLC;
• sales commissions;
• pricing and valuation fees (including appraisal fees);
• research fees;
• underwriting commissions and discounts;
• interest and investment fees;
• transaction fees;
• break-up fees;
• investment banking fees;
• advisory fees;
• bank charges;
• other investment costs and expenses related to closing, execution and transaction costs;
• custodial, trustee, transfer agent, recordkeeping and other administrative fees, costs and expenses;
• origination fees;
• sourcing fees;
• commitment fees;
• servicing and asset/property management fees;
• rating agency fees; and
• facility fees, float fees or similar fees; (ii) services rendered to or in connection with financing provided to issuers of securities (such as arranger, brokerage, placement, syndication, solicitation or underwriting, agency, origination, sourcing, structuring, collateral management, special purpose vehicle, subsidiary management and/or administration, advisory or other fees, discounts, spreads, commissions and concessions) paid (1) to (x) service providers affiliated with AGM, certain Clients and/or their portfolio investments who provide services to Clients or their portfolio investments or investments (each, an “Affiliated Service Provider”) or (y) another person with respect to services rendered by such Affiliated Service Provider, or (2) by any portfolio investment or issuer of any securities that constitute a portfolio investment in respect of which a Client does not have control; (iii) any investments and/or securities that are managed by either the general partner or manager of such Client or any of their respective affiliates including an investment in another Client that are acquired by such Client, including Management Fees, Operating Expenses or carried interest earned by any such person or that are otherwise borne by such investments and/or securities; (iv) any credit facility, subscription line facility, guarantee, line of credit, loan commitment, letter of credit or similar credit support or one or more other similar financing transactions involving any portfolio investment, including any payment or principal or interest arising out of such borrowings and indebtedness; (v) the evaluation of potential portfolio investments (irrespective of whether any such investment is ultimately consummated), including diligence, broken-deal expenses and reverse break-up fees; (vi) attending conferences in connection with the evaluation of potential portfolio investments or business sector opportunities, irrespective of whether any such transaction is ultimately consummated; (vii) risk management assessments and analyses of such Client’s assets; (viii) any other expenses of investments that are not consummated, which may include certain advisory, transaction, closing, consulting and other similar fees paid to the manager of such Client or such manager’s affiliates and other persons; (ix) any travel-related expenses related to or arising from the discovery, evaluation, investigation, development, research, acquisition, consummation, ownership, maintenance, monitoring, financing, hedging or disposition of portfolio investments, including potential portfolio investments; (x) taxes and other governmental charges incurred or payable by such Client; (xi) the services of actuaries, accountants, advisors, auditors, administrators, brokers (including prime brokers), counsel, custodians, depositories, valuation experts and other service providers that provide services to such Client and legal expenses incurred in connection with claims or disputes related to actual, unconsummated or proposed portfolio investments; (xii) the engagement of professionals (including Apollo Investment Consulting, LLC (“Apollo Consulting”) (Apollo Consulting is described in additional detail in Item 10 below) and any industry executives, advisors, consultants (including operating consultants), operating executives, subject matter experts or other persons acting in a similar capacity, who provide services to or in respect of such Client or its portfolio investments (including allocable overhead of Apollo Consulting); (xiii) the provision of certain research and other information that may be deemed bundled for the benefit of such Client, information service subscriptions and other information that may be deemed to be bundled for the benefit of such Client, as well as expenses incurred to operate and maintain market information systems and information technology systems used to obtain such research and other information. Pursuant to the Markets in Financial Instruments Directive II (“MiFID II”) effective January 3, 2018, research provided by broker-dealers are generally required to be charged separately from other execution services. Apollo Management International LLP (“AMI”), and Apollo’s other MiFID II regulated firms, may no longer accept the provision of research for free or as part of bundled services. AMI has decided to bear the expense of research from its own account. The relevant Apollo Real Asset Manager may determine such research costs to be an affiliate expense that is permitted to be charged to the Client as an Operating Expense, which may incentivize certain Apollo Real Asset Managers to allocate a greater portion of such costs for research services to those Clients that are able to bear such research expenses as described in the applicable Governing Documents; (xiv) developing, implementing or maintaining computer software and technological systems for the benefit of such Client, its investors or its portfolio investments (including potential portfolio investments); (xv) maintaining such Client and any of its subsidiary entities, including fees, costs and expenses incurred in the organization, operation and restructuring of such subsidiary entities; (xvi) insurance premiums allocated to such Client (including Apollo’s group insurance policy, general partners’, directors’ and officers’ liability, or other similar insurance policies, errors and omissions insurance, financial institution bond insurance, and any other insurance for coverage of liabilities to any person that are incurred in connection with activities of such Client, litigation, arbitration or other dispute-related expenses related to the applicable Client, any portfolio investment or any potential portfolio investment of the Client (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation), and indemnification obligations and other extraordinary expenses related to the applicable Client, any portfolio investment or any potential portfolio investment of the Client (including fees, costs and expenses that are classified as extraordinary expenses under United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”)); (xvii) preparation of all reports to such Client, Client’s investors, advisory board or equivalent (including all fees, costs and expenses incurred to audit such reports, provide access to a database or other internet forum and for any other operational, legal, secretarial or postage expenses relating thereto or arising in connection with the distribution of the same) and any other financial, tax, accounting, legal or fund administration reporting functions (including expenses associated with the preparation of financial statements, tax returns and Internal Revenue Service Schedules K-1 or any successors thereto and the tax matters partner’s representation of such Client or its investors); (xviii) any meetings of the general partner of a Client with any Client, any limited partner or shareholders of a Client (including travel-related expenses and other expenses for accommodations, meals, events, entertainment and other similar fees, costs and expenses); (xix) any meetings of the Client, the Client’s investor(s), the Client’s advisory board, Client’s board of directors, committees or conflicts review agent (including any travel-related expenses and other expenses for airfare, accommodations, meals, events, entertainment and other similar fees, costs and expenses), legal counsel, accountants, auditors, financial advisors or any other advisors or experts retained to assist the general partner of the advisory board of the Client and other expenses incurred in connection with such action; (xx) such Client’s indemnification obligations (including any fees, costs and expenses incurred in connection with indemnifying covered persons consistent with such Client’s Governing Documents and advancing fees, costs and expenses incurred by such covered persons in defense or settlement of any claim that may be subject to a right of indemnification under such Client’s Governing Documents); (xxi) compliance with (or facilitating compliance with) any applicable law, rule, or regulatory requirement specific to a Client, including by way of example the European Union’s (“EU”) Alternative Investment Fund Managers Directive (“AIFMD”) and European Market Infrastructure Regulation (including regulatory filings, “blue sky” filings, and related out-of-pocket or other expenses of such Client, its general partner or similar person, and/or investment adviser) and expenses related to, or in connection with, any governmental inquiry, investigation or proceeding involving such Client (including the amount of any judgments, settlements or fines paid in connection therewith), which includes legal fees, costs and expenses; (xxii) the organization, maintenance, administration and operation of any Client that registers under AIFMD or any entity that serves as the general partner thereof or in a similar capacity (including rent, salaries and ancillary costs of such entities and costs and expenses of service providers of such entities); (xxiii) a default by a defaulting investor of such Client to the extent not paid by the defaulting investor; (xxiv) a sale, assignment (including an assignment by way of security), mortgage charges, pledge or transfer of an investor’s interest in such Client or an investor’s withdrawal, admission or acquisition of interests as permitted under such Client’s Governing Documents to the extent not paid by the investor and/or the applicable purchaser, assignee, pledgee or transferee; (xxv) any amendments, modifications, revisions or restatements to the Governing Documents of such Client or its general partner or similar person and/or investment adviser; (xxvi) any distributions to investors; (xxvii) such Client’s borrowings and indebtedness (including interest and fees, costs and expenses incurred in obtaining lines of credit, loan commitments and letters of credit for the account of such Client), secured by mortgage, charge, pledge, assignment (including any assignment by way of security) or other lien on any assets of the Client or otherwise encumbering assets in connection with or in furtherance of the acquisition of all or a portion of or the financing of a portfolio investment or its acquisitions; (xxviii)administration and operation of such Client, including the preparation and maintenance of the books and records of such Client (including internal costs that the manager of such Client incurs to produce such Client’s official books and records, external costs in cases where the manager hires a third party administrator to maintain such Client’s official books and records and any costs to the manager to oversee and manage such third party administrator) and any special purpose vehicles, including fees and expenses incurred in the organization of special purpose vehicles, subsidiary entities of the Client or alternative investment vehicles; (xxix) the dissolution, winding up and termination of such Client; (xxx) such Client’s feeder funds, subsidiary entities and alternative investment vehicles; (xxxi) negotiating and entering into and compliance with side letters or other agreements with particular investors in Clients and “most favored nation” election processes in connection therewith; (xxxii) such Client’s investors that are feeder funds or conduit vehicles formed for the purpose of investing in the Client and not affiliates of the Apollo Real Asset Managers; (xxxiii)margin calls, margin-related activities, put and call rights and similar obligations relating to derivative transactions entered into by such Client, its subsidiary entities or special purpose vehicles and other liabilities and obligations of any of the foregoing; (xxxiv) any fees, costs or expenses related to co-investments (irrespective of whether such co- investments are ultimately consummated), such as broken deal expenses and reverse break-up or termination fees, including those that are not borne by actual or prospective Co-Investors; (xxxv) organizing, maintaining, administering, operating and negotiating joint ventures or arrangements and platform investments; and (xxxvi) such Client’s allocable portion of overhead of the Apollo Real Asset Manager incurred in connection with services performed by personnel or employees of the Apollo Real Asset Manager that constitute services for or in respect of which Organizational Expenses or Operating Expenses may be borne by such Client. All references to “travel-related expenses” in the foregoing categories of Organizational Expenses and Operating Expenses include all travel expenses for the use of private aircraft, first class or business class travel, accommodations, meals, events and entertainment. In certain instances, the Governing Documents limit the amount of such expenses for which a Client is responsible. Any person associated with the Client is entitled to reimbursement from such Client or any portfolio investment for any Organizational Expenses or Operating Expenses paid and/or incurred by them on behalf of such Client. Apollo Real Asset Managers have discretion to seek reimbursement for Organizational Expenses and Operating Expenses and in certain circumstances choose not to seek reimbursement, or seek less than full reimbursement from certain Clients. If any service provider provides services to a Client on the property of an Apollo Real Asset Manager, such Client may also be responsible for any overhead, rent or other fees, costs and expenses charged by the Apollo Real Asset Managers in connection with the on-site arrangement. The Apollo Real Asset Managers from time to time enter into arrangements with service providers that provide for fee discounts for services rendered to the Apollo Real Asset Managers and their affiliates. For example, certain law firms retained by Apollo entities discount their legal fees for certain legal services, such as legal advice in connection with operational, compliance and related matters. To the extent such law firms also provide legal services to Clients, such Clients will also receive the benefit of such fee discount arrangements. Legal services rendered for investment transactions, however, are typically charged to the Apollo Real Asset Managers and their Clients without a discount or at a premium. Legal fees for unconsummated transactions are generally charged at a discount. Not all Clients are subject to the same fees, costs and expenses. For example, when the general partner of a Client enters into arrangements with, and compensates, unaffiliated third parties for investor referrals to the Clients, these arrangements will be fully disclosed to affected investors. The general partner of a Client may cause the applicable Client to pay the placement agent a placement fee and reimburse the placement agent for expenses incurred by it in connection with such arrangement. In these cases, and where contemplated by the applicable Governing Documents, the applicable Apollo Real Asset Manager reduces its Management Fee on a dollar- for-dollar basis to the extent any such placement agent fees and related costs and expenses are borne by the Client. Allocation of Expenses. The Apollo Real Asset Managers and their affiliates from time to time incur fees, costs and expenses on behalf of one or more Clients. To the extent such fees, costs and expenses are incurred for the account of more than one Client, each Client bears a portion of any such fees, costs and expenses generally in proportion to the size of its investment in the activity or entity to which the expense relates (subject to the terms of each Client’s applicable Governing Documents) or in such manner as the Apollo Real Asset Manager in good faith determines is fair and reasonable. Apollo’s expense allocation committee is responsible for the overall expense allocations and the related methodologies for Apollo and the Clients managed by certain Apollo Real Asset Managers. For example, approximately 90% of the premiums with respect to Apollo’s group professional liability insurance policy are currently allocated among all Clients covered under such policy, while the remaining 10% of the premiums are borne by Apollo.
Special Fees and Management Fee Offsets
Certain Apollo Real Asset Managers or their affiliates receive management consulting fees, break- up fees, directors’ fees, closing fees and merger and acquisition transaction advisory fees related to the negotiation of the acquisition of a portfolio investment and similar fees (including interest, commitments or other fees received in connection with a bridge financing), whether in cash or in- kind, including options, warrants and other non-cash consideration, in connection with certain Clients’ actual or contemplated investments (collectively, “Special Fees”). Management consulting fees typically consist of recurring fees paid to an Apollo Real Asset Manager for providing consulting services to portfolio investments. Depending on the Governing Documents of a Client or investor side letters, management consulting fees generated in connection with a given investment may be applied up to 100% to reduce the Management Fees payable by the Client(s) that participated in that investment. In the event of an initial public offering, change of control or other disposition of the portfolio investment, management consulting fees generally will continue to be paid so long as the applicable Client continues to hold an other than de minimis position in such portfolio investment and the Apollo Real Asset Managers continue to provide the consulting services. However, where the applicable Client holds a de minimis position or has divested itself completely from the position and the Apollo Real Asset Manager or its affiliate no longer provides consulting services to the portfolio investment, the Apollo Real Asset Managers will not receive early termination fees or accelerated management consulting fees without the approval of the Client’s advisory board. In the absence of an advisory board, the investors (or a subset of the investors, such as a majority-in-interest of such investors) or duly appointed representatives of the applicable Client will provide such approval. Pursuant to the applicable Governing Documents, Special Fees may be allocated to Clients. When Special Fees are allocated, they are typically allocated pro rata among Clients participating in the portfolio investment giving rise to such Special Fees based on their respective proposed commitments to or shares of the capital provided for such portfolio investment (or, if such portfolio investment is not made, that was expected to be provided). Once the Client has been allocated its pro rata portion of such Special Fees, such fees are further allocated pro rata among all of the investors in such Client based on their respective proposed commitments to or shares of the capital provided for such portfolio investment and the amount so allocated to the management fee-bearing investors is applied to reduce the amount of Management Fees payable to the extent provided in the Clients Governing Documents or side letters with investors in Clients. If amounts to be applied to reduce the Management Fees paid by such management fee-bearing Clients during the applicable period exceed the Management Fee payable during such period, the excess is typically credited against the Management Fee payable during the next applicable period and each succeeding period thereafter until the entire amount of the excess has been credited. To the extent such excess is greater than the amount of Management Fees due for all future periods, such excess will be for the benefit of the Apollo Real Asset Manager (or its affiliates) or credited to investors, depending on the Clients’ applicable Governing Documents or side letters with investors in Clients. Certain Clients’ Governing Documents do not contemplate the allocation of Special Fees as described above. However, Apollo Real Asset Managers may elect to give such Clients the benefit of an offset with respect to such Special Fees up to their pro rata portion. When Special Fees are not allocated to Clients, they are retained by the applicable Real Asset Manager. The following fees and expenses paid to the Apollo Real Asset Managers, or one or more of their respective affiliates, generally do not constitute Special Fees, and therefore, are not applied to offset Management Fees: (i) Organizational Expenses; (ii) Operating Expenses; (iii) salary, fees or other compensation of any nature paid by a portfolio investment to any individual (or to such Client’s investment adviser or one of its affiliates (including Apollo Consulting) with respect to such individual) who acts as an officer of, or in an active management role at, such portfolio investment (including industry executives, advisors, consultants, operating executives, subject matter experts, sourcing consultants or other persons acting in a similar capacity engaged or employed by Apollo Consulting but excluding investment professionals employed by Apollo that are primarily engaged in the investment activities of Clients) and any fees, costs or expenses paid to Apollo Consulting itself; (iv) without limiting the foregoing clauses (i), (ii) and (iii), fees, costs or expenses paid to or in respect of Apollo Consulting or any industry executives, advisors, consultants (including operating consultants and sourcing consultants), operating executives, subject matter experts or other persons acting in a similar capacity who provide services to the Client or its portfolio investments (including allocable overhead of Apollo Consulting), but excluding investment professionals employed and engaged in the investment activities; (v) fees, costs and expenses, such as arranger, brokerage, placement, syndication, solicitation, underwriting, agency, origination, sourcing, structuring, collateral management, special purpose vehicle (including any special purpose vehicle of a portfolio investment), subsidiary management or administration, advisory, commitment, facility, float or other fees, discounts, spreads, commissions and concessions, but not merger and acquisition transaction advisory services fees related to the negotiation of the acquisition of a portfolio investment paid to an Affiliated Service Provider or another person with respect to services rendered by an Affiliated Service Provider; (vi) amounts earned by or for the account of any other Clients (directly or indirectly) through an expense offset mechanism; (vii) fees, costs, expenses or other amounts of compensation (including Management Fees, Operating Expenses, incentive allocation and/or carried interest) earned by any person or otherwise borne with respect to investments or securities or other financial instruments that are managed by such Client’s investment manager or any of its respective affiliates (including an investment in another Client) that are acquired by the Client in the secondary market; (viii) fees, costs and expenses for any and all services whatsoever (including merger and acquisition transaction and advisory services fees related to the negotiation of the acquisition of a portfolio investment) paid or otherwise borne by any portfolio investment or issuer of any securities or other financial instruments with respect to which Apollo Real Asset Managers or their affiliates do not exercise direct control with respect to the decision to engage the services giving rise to such fees, costs and expenses; (ix) fees, costs, expenses or other amounts of compensation earned by any person or otherwise borne with respect to investments or transactions that are otherwise consented to or approved by such Client’s advisory board; and (x) fees, costs and expenses determined in good faith by the Apollo Real Asset Managers to be similar in nature to any of the above-mentioned ones. please register to get more info

Performance-Based Fees and Side-by-Side Management
As discussed in Item 5 above, the Apollo Real Asset Managers and their affiliates often receive performance-based compensation (e.g., carried interest), Management Fees and other fees from Clients. Although there are certain exceptions, each affiliate of an Apollo Real Asset Manager that serves as a general partner of an Apollo Real Asset Fund is generally entitled to receive performance-based compensation from such Fund.

The receipt of performance-based compensation from Clients creates an incentive for the Apollo Real Asset Managers to make more speculative investments on behalf of Clients than they might otherwise make in the absence of such performance-based compensation. Performance-based compensation may also incentivize the Apollo Real Asset Managers to delay marketing a Client to avoid having to recoup permanent impairment before performance-based compensation is paid. Similarly, the Apollo Real Asset Managers charge Management Fees that sometimes vary from other Clients. Different Management Fees incentivize Apollo Real Asset Managers to dedicate increased resources and allocate more profitable investment opportunities or its best investment ideas to Clients who are charged Management Fees (or performance-based compensation arrangements) that are more profitable for the Apollo Real Asset Managers. Further, the Apollo Real Asset Managers are incentivized to allocate investment opportunities to Clients who either pay carried interest or a higher carried interest percentage to their general partners or to Clients whose current performance does not require them to reimburse investors for losses attributable to prior unprofitable investments before distributing carried interest to their general partners. The Apollo Real Asset Managers have adopted Apollo’s policies and procedures (as described below) to help mitigate conflicts of interest relating to the management of multiple Clients with varying fee arrangements.
Investment Allocations
Allocation Among Clients. The Apollo Real Asset Managers are committed to allocating investment opportunities among their Clients in a manner that, over time, is fair and equitable and have adopted policies and procedures, which are discussed below, to guide the determination of such allocations. Those policies and procedures seek to mitigate the potential that an Apollo Real Asset Manager will allocate investment opportunities to Clients in a self-interested manner and are based on the goal of allocating investment opportunities on a pro-rata basis. Because each allocation decision is based on the facts and circumstances specific to each investment and the Clients that could potentially participate in the investment, individual investment allocations have been made, and will be made in the future, on a basis other than a pro-rata allocation. Apollo’s allocation policies and procedures and examples of factors that will be considered when making allocation decisions are discussed below. It is important to note that the factors discussed below that may influence a specific allocation are not exhaustive. The Apollo allocation policies and procedures have established:

(i) the AGM allocations committee (the “AGM Allocations Committee”) to, among other things: (a) review any opportunities involving potential third party Co-Investors; (b) review the actions taken by sub-committees of the AGM Allocations Committee (the “Allocations Sub-Committees”) and conflicts of interest that cannot be resolved by the Allocations Sub-Committees; (c) review such conflicts that cannot be resolved by the portfolio managers; and (d) resolve potential conflicts of interest that arise where multiple Clients hold interests (including outright positions in issuers and exposure to such issuers derived through any synthetic and/or derivative instrument) in multiple tranches of securities of any issuer (or other interests of an issuer) or multiple Clients having interests in the same tranche of an issuer; (ii) the Allocations Sub-Committees to (a) review and approve proposed allocations of investment opportunities among Apollo business units; and (b) review certain Client allocations; and (iii) allocation guidelines on which such committees base their allocation decisions. An investment opportunity will be allocated to a Client if the opportunity reasonably falls within such Client’s mandate and is deemed suitable by the relevant portfolio manager, investment committee, AGM Allocations Committee or the Allocations Sub-Committees, as appropriate. If an investment opportunity falls within the mandate of, and is otherwise deemed suitable for two or more Clients, and it is not possible to fully satisfy the investment interest of all such Clients, the investment opportunity will generally be allocated pro rata based on the size of each Client’s original investment interest, subject to the factors discussed below. The size of each Client’s investment interest is based on, among other things, each Client’s available capital or net asset value. However, many other factors influence order allocation decisions, including, without limitation: (i) the relative, actual or potential exposure of any particular Client to the type of investment opportunity in terms of its existing investment portfolio; (ii) the investment objectives, guidelines or restrictions of such Client; (iii) cash availability, suitability, Client instructions, whether a purchase is being made for a specific Client, permitted leverage and available financing for the investment opportunity (including, without limitation, taking into account the levels/rates that would be required to obtain an appropriate return); (iv) the likelihood of current income; (v) the size, liquidity and duration of the investment opportunity; (vi) the seniority of an investment and other capital structure criteria; (vii) with respect to an investment opportunity originated by a third party, the relationship of a particular Client (or the portfolio manager) to, or with, such third party; (viii) tax, accounting, risk-based capital and/or asset/liability management considerations; (ix) legal or regulatory considerations; (x) supply or demand for an investment opportunity at a given price level; (xi) a Client’s risk or investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage, liability duration or weighted average life, asset class type or other similar risk metrics); (xii) whether a Client is able to commit to invest all capital required to consummate a particular investment opportunity; (xiii) whether the investment opportunity is a follow-on investment or upsize to an existing investment; (xiv) whether the vehicle is in the process of fundraising or is open to redemptions (in which case, notions of net asset value and available capital may be subjectively adjusted to account for anticipated inflows or redemptions) (e.g., in the case of a Client ramp-up period, liquidation period or when incubating a particular investment strategy or product or the investment period or term of a Client); (xv) whether an Apollo Client’s economic exposure has been swapped to or otherwise assumed by one or more other parties; (xvi) whether an investment opportunity requires additional consents or authorizations from a Client or third parties; (xvii) whether an investment opportunity would enable a particular Client or Clients to qualify for certain programmatic benefits or discounts that are not readily available to other Clients including, but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions; and (xviii) such other criteria reasonably related to an allocation of a particular investment opportunity to one or more Clients. In determining whether an investment opportunity falls within a Client’s mandate, the relevant portfolio manager or investment committee, the AGM Allocations Committee or an Allocations Sub-Committee, as appropriate, will take into consideration that: (i) the applicable Governing Documents of each Client disclaim, to greater or lesser degrees, the obligation to offer such Client investment opportunities that fall within its investment objective or mandate; (ii) AGREM endeavors to not systematically disadvantage any Client; (iii) the ultimate character of an investment opportunity (i.e., its risk/reward profile) may not become clear until a great deal of diligence and analysis has been completed by the portfolio manager pursuing such investment opportunity; (iv) a Client may have more than one mandate; and (v) the applicability of the Co-Investment Order (as defined below). Allocation of Co-Investment Opportunities. The general partner of a Client or its affiliates, in its discretion, offers opportunities to co-invest alongside one or more Clients to Co-Investors in light of, among other things, the considerations described above. Such co-investments are typically structured through Co-Investment Vehicles organized to facilitate such investments. The general partner of a Client and its affiliates allocate co-investment opportunities among Co- Investors in any manner they deem appropriate, taking into account those factors that they deem relevant under the circumstances, including, but not limited to: (i) whether a prospective Co-Investor has expressed an interest in participating in co- investment opportunities (e.g., by such investor’s side letter); (ii) the character or nature of the co-investment opportunity (e.g., its size, structure, geographic location, relevant industry, tax characteristics, timing and any contemplated minimum commitment threshold); (iii) the level of demand for participation in such co-investment opportunity; (iv) the ability of a prospective Co-Investor to analyze or consummate a potential co- investment opportunity on an expedited basis; (v) certainty of funding and whether a prospective Co-Investor has the financial resources to provide the requisite capital; (vi) the investing objectives and existing portfolio of the prospective Co-Investor; (vii) whether a prospective Co-Investor is a person whom the relevant Apollo Real Asset Manager believes will provide a strategic benefit to Apollo, the Client, a portfolio investment or one or more of their respective affiliates due to industry expertise, regulatory expertise, end user expertise or otherwise; (viii) the reporting, public relations, competitive, confidentiality or other issues that may also arise as a result of the co-investment; (ix) the legal, tax or regulatory constraints to which the proposed investment is expected to give rise; (x) the Co-Investor’s existing or prospective relationship with Apollo; and (xi) Apollo’s own interests. There are a variety of circumstances where Apollo is incentivized to offer co-investment opportunities to one Co-Investor over another. For example, Apollo is incentivized to offer such co-investment opportunity to certain Co-Investors over others when the economic arrangement with such Co-Investors is more favorable to Apollo. Additionally, Apollo has been (and could again in the future be) contractually obligated to offer certain Co-Investors a minimum amount of co-investment opportunities or otherwise bear adverse economic consequences for failure to do so. In addition, the portion of any Special Fees payable in connection with any portfolio investment that is allocable to investments by Co-Investors will not reduce Management Fees paid by the Client and will be retained by, and be for the benefit of, the Apollo Real Asset Manager. Therefore, the Apollo Real Asset Manager may be incentivized to allocate a greater portion of such portfolio investment to Co-Investors than it would have otherwise allocated to Co-Investors in the absence of such arrangements. No person (including any limited partner or other investor of any Client) other than a Client should have any expectation of receiving a co-investment opportunity or will be owed any duty or obligation in connection therewith, and Clients (and their respective limited partners or other investors) should only have such expectations to the extent required by their Governing Documents (including, if applicable, their side letters).
Co-Investments Generally
Terms of Co-Investments. Co-investments will generally be made at substantially the same time as an Apollo Real Asset Fund’s investment and on economic terms at the investment level that are substantially no more favorable to such Co-Investors than those on which the Apollo Real Asset Fund invests. Any such co-investment will also be generally sold or otherwise disposed of at substantially the same time as the Apollo Real Asset Fund’s disposition of its interest in such investment and on economic terms at the investment level that are substantially no more favorable to such Co-Investors than those on which the Apollo Real Asset Fund disposes of its interest in such investment. However, the Apollo Real Asset Managers have, at times, determined in good faith that other terms, proportions or timing are advisable due to legal, tax, regulatory or similar considerations or limitations, or advisable in order to facilitate a transaction and are likely to do so in the future. The Apollo Real Asset Managers have, at times, determined in good faith that these terms will not apply to investments by certain categories of Co-Investors, including management or employees of the relevant portfolio investment, preexisting investors in such portfolio investment, joint venture partners with respect to such portfolio investment or other real asset funds or similar persons not affiliated with the Apollo Real Asset Managers and are likely to do so in the future. Compensation Associated with Co-Investments. The Apollo Real Asset Managers and/or any of their affiliates have discretion to: (i) receive performance-based compensation, Management Fees or other similar fees from Co-Investors; and (ii) collect customary fees in connection with actual or contemplated portfolio investments that are the subject of such co-investment arrangements. In addition, in connection with any such co-investment, the Apollo Real Asset Managers or any of their affiliates will retain the portion of the Special Fees allocable or otherwise attributable to investments in portfolio investments by any such Co-Investors, whether or not such portfolio investments are consummated. The Apollo Real Asset Managers or their affiliates may make an investment or otherwise participate, in any vehicle formed to structure a co-investment to facilitate, among other things, receipt of such performance-based compensation, Management Fees or other similar fees.

Expenses Associated with Co-Investments. With respect to consummated co-investments, Co- Investors will bear their pro rata share of fees, costs and expenses related to, among other things, the discovery, investigation, development, acquisition, consummation, ownership, maintenance, monitoring, hedging and disposition of their co-investments or the Co-Investment Vehicles through which they participate. With respect to a proposed co-investment that is not consummated, Co-Investors that are contractually committed to participate in such proposed co- investment and that agree to bear their share of any fees, costs or expenses that were incurred in connection with such proposed co-investment, including break-up fees or broken deal expenses, will bear their share of such expenses. However, in instances where Co-Investors have not yet contractually committed to a proposed co-investment or have not agreed to bear any such fees, costs or expenses, any such fees, costs and expenses will be considered Operating Expenses and be borne by the Apollo Real Asset Fund to the extent permitted by the applicable Governing Documents or where disclosure of such treatment was made to the investors in such Apollo Real Asst Fund prior to their investment therein. To the extent such expenses cannot be borne by such Apollo Real Asset Fund, the applicable Apollo Real Asset Managers will bear these expenses. In the event that Co-Investors participate in a consummated co-investment through one or more Co-Investment Vehicles, they will generally bear their pro rata share of the aggregate Organizational Expenses of all such vehicles. In addition, Organizational Expenses associated with a Co-Investment Vehicle organized in connection with a particular portfolio investment are borne by such portfolio investment, and therefore, indirectly by investors in such portfolio investment, including, without limitation, the applicable Apollo Real Asset and such Co- Investment Vehicle. Co-Investors may receive compensation arrangements relating to the investment, including incentive compensation arrangements, where such Co-Investors include one or more members of a portfolio investment’s management group. Finally, some of the Co- Investors with whom Apollo Real Asset Funds co-invest may have pre-existing investments with Apollo. The terms of those pre-existing investments may differ from the terms upon which such persons may invest with Clients. Over-Commitment. In order to facilitate the acquisition of a portfolio investment, an Apollo Real Asset Manager or one or more of its affiliates may, on behalf of itself or one or more of its Clients, make or commit to make an investment in such company that exceeds the desired amount with a view to selling a portion of such investment to Co-Investors or other persons prior to or after the closing of the acquisition. In such event, Clients bear the risk that any or all of the excess portion of such investment that is not sold or sold on unattractive terms. As a consequence, the applicable Clients bear the entire portion of any break-up fee, termination fees or other fees, costs and expenses related to such investment and hold a larger than expected investment in such portfolio investment or realize lower than expected returns from such portion of such investment. The Apollo Real Asset Managers endeavor to address such risks by requiring such investments to be in the best interests of its Clients, regardless of whether any sell-down ultimately occurs. The Co-Investment Order. Certain Clients have overlapping investment strategies with other Clients, including other Clients that are registered under the Investment Company Act of 1940 (“Company Act”) (such registered Clients, the “Apollo Registered Funds”). The Company Act generally prohibits Apollo Registered Funds from co-investing with other Clients where non-price terms are negotiated (such as financial and negative covenants, guarantees and collateral packages and indemnification provisions) unless an exception or exemption applies. On March 29, 2016, certain Apollo Registered Funds, including Apollo Investment Corporation and certain of its related entities, received an exemptive order from the SEC (the “Co-Investment Order”) (Company Act Release No. 32057) permitting Apollo to negotiate, among other things, these types of provisions for co-investment opportunities that involve the participation of both non-registered Clients and Apollo Registered Funds. Reliance on the Co-Investment Order is subject to certain terms and conditions, including, among others, internal notification of investment opportunities, independent determination by senior members of each applicable Apollo Registered Fund’s investment team as to appropriateness of each applicable investment, enhanced record keeping and, where applicable, approval of a “required majority” (as defined in Section 59(o) of the Company Act) of the independent directors of the applicable Apollo Registered Funds. There can be no assurance that the Co-Investment Order will facilitate the successful consummation of investment opportunities that Apollo believes are now available to Clients as a result of the Co-Investment Order. In addition, there is also no assurance a Client will be able to participate in all investment opportunities pursued under the Co-Investment Order that are within its investment objectives. As a result of the Co-Investment Order, there will be a need to allocate investment opportunities across a larger amount of available capital. As such, the allocations available to Clients for investment opportunities that are subject to the Co-Investment Order may be adversely affected. Investment opportunities that are subject to the Co-Investment Order are also subject to additional policies and procedures as a result of the participation of the Apollo Registered Funds, which may delay deal execution and adversely impact the ability of Clients to deploy capital.
Investment Valuation and Realization
The existence of performance-based compensation and varying levels of Management Fees creates a conflict of interest in valuing investments and there will be situations in which the Apollo Real Asset Managers are incentivized to influence or adjust the valuation of Client assets. For example, the Apollo Real Asset Managers are incentivized to: (i) employ valuation methodologies that improve a Client’s track record; (ii) defer recognizing losses from investments that have experienced a permanent impairment that must be returned prior to an affiliate (i.e., a general partner) receiving a carried interest; or (iii) for certain Clients, employ valuation methodologies that give rise to a higher valuation in order to increase fees, such as in the case of a Management Fee that is calculated based on adjusted cost or as a percentage of the value of such Client’s assets. The Apollo Real Asset Managers have adopted the following policies to address these potential conflicts. Valuation of Client Assets. Certain assets owned by or managed for Clients are those for which there is no, or only a limited, liquid market and the fair value of such assets is not readily determinable. There is no assurance that the value assigned to an investment at a certain time will accurately reflect the value that will be realized upon the eventual disposition of the investment. Except as described below, Apollo Real Asset Managers intend to comply with GAAP and apply Accounting Standards Codification 820 (“ASC 820”) and other relevant Financial Accounting Standards Board (“FASB”) statements and guidance to the valuation of their Clients’ assets and liabilities. Financial reporting that is compliant with GAAP is required to follow the requirements for valuation set forth in ASC 820, “Fair Value Measurements and Disclosures,” which defines and establishes a framework for measuring fair value under GAAP and expands financial statement disclosure requirements relating to fair value measurements. ASC 820 and other accounting rules applicable to investment funds and their assets are evolving, and additional FASB statements and guidance and additional provisions of GAAP that are adopted in the future may impose additional or different specific requirements as to the valuation of assets and liabilities for purposes of GAAP- compliant financial reporting. Such changes may adversely affect Clients. For example, to the extent that the rules governing the determination of the fair market value of assets change, such changes may increase the cost of fair market valuations or reduce the availability of third party determinations of fair market value. Generally, GAAP is applied when such fair value determinations are made, except as otherwise set forth in a Client’s applicable Governing Documents. For example, for certain Clients GAAP is not applied to the valuation of exchange-traded securities held (i) directly by Clients as portfolio investments; or (ii) indirectly by Clients through special purpose vehicles or other entities not considered to be portfolio investments of such Clients. In those cases, the exchange-traded securities are valued for purposes of the calculation of the pro forma return ratio (as discussed below) based on their average trading prices during the fifteen-day period prior to and following the measurement date. Conversely, exchange-traded securities held by Clients indirectly through portfolio investments are valued in accordance with GAAP. Where a Client is a private equity style fund, the Client’s private equity-like assets may be valued at fair value or at an amount other than GAAP fair value (for example, historical cost) for financial statement reporting purposes unless the asset has suffered a permanent impairment in value for purposes of calculating fees and carried interest distributions. Valuing assets at other than GAAP valuations may result in the Apollo Real Asset Managers receiving higher (or lower) Management Fees than would otherwise be received if assets were valued at fair value. In addition, valuing assets at an amount other than fair value may result in the general partner of a Client receiving a higher (or lower) carried interest distribution or performance allocation than it would if assets are valued at fair value. If Client assets are valued at other than fair value, the Client’s Governing Documents will disclose the applicable valuation methodology. Notwithstanding the foregoing, the Apollo Real Asset Managers may determine in certain instances to assign to a particular asset a different value, determined pursuant to the applicable Client’s Governing Documents, than the value assigned to such asset for financial reporting purposes. In particular, the Apollo Real Asset Managers may not apply GAAP when determining an asset’s value for purposes of determining distributions. Accordingly, limited partners or shareholders of Clients that are Apollo Real Asset Funds should only expect such assets or liabilities to be valued in accordance with GAAP for purposes of preparing the Client’s GAAP-compliant audited financial statements. Otherwise, except as expressly required by the terms of the applicable Governing Documents, the Apollo Real Asset Managers may assign such assets or liabilities a different value for all other purposes (including without limitation, for purposes of allocating gains and losses), without regard to any GAAP requirements relating to the determination of fair value. For certain Clients, the carried interest paid to such Client’s general partner is subject to escrow in order to maintain a certain “pro forma return ratio.” This ratio compares the amounts held in the escrow account, plus the fair value of all investments, including, in certain cases, income or gain previously distributed in respect of all investments, held by the Client, against unreturned capital contributions funded for investments, Management Fees, Organizational Expenses, Operating Expenses and placement fees. Timing of Investment Realization. When distributions to the partners in certain Apollo Real Asset Funds are generally calculated in a “deal-by-deal” waterfall and the general partner will not receive carried interest until the limited partners receive distributions equal to their share of write-downs not taken into account in prior distributions. This creates an incentive for the general partner and applicable Apollo Real Asset Manager to avoid writing down the value of assets that are not readily marketable or difficult to value, because the general partner will be in a position to receive a higher carried interest. In addition, in the case where distributions-in-kind are made to a Client’s investors, the general partner or applicable Apollo Real Asset Manager is incentivized to employ valuation methodologies that may give rise to a higher valuation of such assets. The Apollo Real Asset Managers have adopted Apollo’s written valuation policies and procedures to address conflicts of interests that arise in respect of the valuation of their Clients’ assets. Carried interest distributions to the general partner or similar person of an Apollo Real Asset Fund become payable earlier if profitable investments are liquidated before unprofitable investments because such waterfall does not permit any distributions of carried interest until after the cumulative amount of distributions have covered any prior losses associated with unprofitable investments. Further, in the “catch-up” period that occurs after investors have received the applicable priority return (typically set at eight percent per year, compounded annually), the general partner or similar person of such Apollo Real Asset Fund entitled to carried interest will typically receive between 80 and 100 percent of distributions until such time as it receives 20 percent of the fund’s cumulative profits. During this period, the general partner or similar person is incentivized to bring realizations forward, lock in returns and stop the accrual of the priority return; even though the investors might achieve a better overall return if the Apollo Real Asset Fund retained the investment for a longer period of time. To mitigate this conflict, the Governing Documents of the Apollo Real Asset Funds and its affiliates generally contain a requirement that the general partner make a commitment to the capital of the fund and include a “clawback” requiring the general partner to return excess distributions to investors (often at the end of the term of the fund) in the event that the general partner receives more than its carried interest percentage of profits on an aggregate basis over the life of the fund. As any clawback owed to investors of an Apollo Real Estate is typically calculated on an after-tax basis under the applicable Governing Documents, investors may not ultimately receive their full share of profits that they would have otherwise received had there been no excess distribution to the general partner throughout the term of an Apollo Real Asset Fund.

In addition, the Apollo Real Asset Managers are incentivized to hold on to investments that have poor prospects for improvement in order to receive ongoing Management Fees in the interim and, potentially, a more likely or larger carried interest distribution if such asset’s value appreciates in the future. This incentive is increased by the presence of clawbacks in certain Clients where the general partner or similar person is under an obligation to return to the Client’s investors any excess carried interest distributions received by such general partner or similar person (net of taxes) upon the Client’s termination. For ARI, distributions are paid to investors on a quarterly basis and as approved by the board in accordance with ARI’s dividend policies. Distribution In-Kind. While the Governing Documents of a Client typically specify an investment period within which investments are to be consummated, there is more flexibility in the general partner’s discretion regarding when investments must be realized. In addition, a Client may make portfolio investments that are not advantageously disposed of prior to such Client’s dissolution, either by expiration of its term or otherwise. Although the Apollo Real Asset Managers expect that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at termination, Clients may have to sell, distribute or otherwise dispose of portfolio investments at a disadvantageous time as a result of dissolution. Further, Clients’ Governing Documents do not typically impose a strict obligation on a Client’s general partner or liquidator to realize investments within a certain period of time after dissolution and there can be no assurances with respect to the time frame in which the winding down and the final distribution of proceeds to investors will occur. Subject to the Governing Documents of each Client, a Client may distribute interests or shares in a special purpose vehicle or liquidating trust, series or other entity to an investor to hold portfolio investments that may not be suitable for in-kind distribution. Pending the disposition of portfolio investments from such trust, series, entity or vehicle, the shares or interests received by the investor will be subject to asset-based or performance-based fees and other expenses. Since assets distributed in-kind are typically illiquid in nature, the potential conflicts of interest described under “Valuation of Client Assets” above will also apply. Such investments may not be readily marketable or saleable and may have to be held by investors for an indefinite period of time. Widespread holding of portfolio investments, particularly of private illiquid securities, may also entail a significant administrative burden. In addition, the direct holding of certain investments may subject the holder to suit or taxes in jurisdictions in which such investments are located. Reserves. The Governing Documents of most Clients will provide that distributions, including final distributions, to investors are subject to reserves or holdbacks for estimated accrued expenses, liabilities and contingencies. In addition, investors would be required to return amounts distributed to them to, among other things, fund indemnification obligations. The applicable laws in certain jurisdictions require investors that received a distribution in error or in violation of such law to, under certain circumstances, re-contribute such distributions back to the respective Clients. please register to get more info

Types of Clients
The Apollo Real Asset Managers provide investment advice and serve as investment managers to the funds, parallel funds, alternative investment vehicles, feeder funds and Co-Investment Vehicles that fall within Apollo’s real assets segment. Investors participating in Clients (other than ARI) are required to meet certain suitability and net worth qualifications, such as (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); (ii) a “qualified purchaser” as defined in Section 2(a)(51) of the Company Act; or (iii) a “knowledgeable employee” within the meaning of Rule 3c-5 of the Company Act, depending on the applicable eligibility requirements of the respective Client. ARI is a publicly traded real estate investment trust and does not have suitability or net worth qualifications for investors.

Conditions for investing in each of the Clients, such as the minimum investment amount, are stated in each respective Client’s Governing Documents. The Governing Documents note that the general partner of each Apollo Real Asset Fund has discretion to reduce or waive the minimum investment amounts. please register to get more info

Methods of Analysis, Investment Strategies and Risk of Loss
The following is a summary of the investment strategies and methods of analysis employed by the Apollo Real Asset Managers on behalf of Clients. This summary should not be interpreted to limit in any way AGREM’s investment activities. AGREM offers advisory services, provides advice with respect to investment strategies and makes investments, including those not described in this Brochure, that AGREM considers appropriate subject to each Client’s investment objectives and guidelines. Specific descriptions of such strategies and methods are included in each Client’s Governing Documents. There can be no assurance that the investment objectives of any Client will be achieved.
Methods of Analysis
The Apollo Real Asset Managers conduct research on prospective investments. Such research includes, among other things, a review of the company’s financial statements, comparisons with similar public and private companies and analyzing relevant industry data. In conducting such research, the Apollo Real Asset Managers generally consult the following sources of information: inspections of corporate activities, research materials prepared by others, corporate rating services, annual reports, prospectuses, SEC filings, company press releases, financial and real estate newspapers and magazines and any other material the Apollo Real Asset Managers deem relevant. The Apollo Real Asset Managers engage the services of experts and consultants to supplement their research.
Investment Strategies
Generally, a Client’s investment strategy is outlined in its applicable Governing Documents. The Apollo Real Asset Managers’ objective is to achieve attractive risk-adjusted returns across all economic cycles. On a firm-wide basis, Apollo’s investment approach is value-oriented, focusing on industries in which it has considerable knowledge and emphasizing downside protection and the preservation of capital. The Apollo Real Asset Managers principally seek to make the following types of investments on behalf of their clients: (i) control-oriented investments in undervalued franchise assets with a significant emphasis on proprietary private equity investments; (ii) asset acquisitions/build-ups, corporate carve-outs and distressed investments across the energy, metals and mining and agriculture-services sectors; (iii) other capital solutions, structured equity and non-control stressed and distressed investments; and (iv) certain infrastructure and infrastructure-related assets. The Apollo Real Asset Managers develop investment strategies based upon the following distinguishing characteristics of Apollo’s firm-wide business: Investment Sourcing. The Apollo Real Asset Managers have broad relationships across the real estate finance, development, investment, operations and management communities. These relationships may generate a substantial flow of investment opportunities, many of which may involve the restructuring of assets, portfolios, operating platforms and companies.

Investment Structuring. The Apollo Real Asset Managers pursue investment opportunities only where they perceive compelling valuations, realistic business plans and where they can mitigate risk through the proper financial and capital structure, control and aggressive asset management. The optimal investment structure will be achieved through rigorous market analysis; the development and comprehensive understanding of a thoughtful business plan; a complete understanding of the asset(s), financial obligations and capital structure; financial modeling of alternative business strategies and capital structures; and thorough negotiations of purchase agreements, debt financings and equity partnerships. Investment Underwriting. The underwriting process is characterized by a series of ongoing collaborative discussions and debates among the members of the Investment Committee and the Apollo Real Asset Manager’s respective investment team, with a fundamental philosophy of seeking to challenge or disprove any proposed investment thesis. Each Apollo Real Asset Manager’s investment team has significant experience in most major property markets and employs a highly analytic, disciplined and value-driven approach. Each Apollo Real Asset Manager’s team endeavors to avoid confirmation bias by actively seeking divergent views and non-conforming facts. Investment Committee. The Investment Committee is responsible for approving each investment by the fund and is comprised of senior members of Apollo who each have substantial principal investment experience. A formal Investment Committee memorandum must be prepared and presented to the Investment Committee for final approval of each investment. Asset Management. The Apollo Real Asset Managers are actively engaged in the strategic asset management decisions that drive value, namely operating and business plans and budgets, capital expenditures, leasing, repositioning, financing, refinancing and exit. The Apollo Real Asset Managers have instituted and undertaken proactive asset management programs customized to the nature, structure and characteristics of each investment and the expertise and capabilities of each operating partner or management team. Because the real estate and financial markets are highly volatile, the Apollo Real Asset Managers anticipate variances from their plans as investments mature. Accordingly, asset management programs and exit strategies are flexible and can be adapted to changing market dynamics, the macro-economic environment, credit and local real estate fundamentals.

Exit Options. The Apollo Real Asset Managers seek investments with multiple identifiable exit strategies ranging from simple property sales to public credit transactions. Liquidating transactions may include single asset sales or portfolio sales to individual buyers, private investment funds, publicly held companies or institutional investors. Entity or platform level investments secured by underlying real estate offer an additional exit strategy through a sale of the company as a whole. Consideration may include cash, restricted and unrestricted securities of publicly or privately held companies or partnership interests in new ventures.

Client strategies involve a high degree of uncertainty. The possibility of partial or total loss of capital will exist in connection with such strategies and investors should not invest unless they can readily bear the consequences of such loss.

Risk of Loss
Participation in Clients is only suitable for investors who have knowledge and expertise in financial and business matters and are capable of evaluating the merits and risks of an investment in such Client. The acquisition of interests or shares in an Apollo Real Asset Fund and the investments made by the Apollo Real Asset Funds and other Clients are highly speculative and involve the risk of total loss of an investor’s capital. The following risk factors are those applicable to all Clients and/or their investors. These risk factors do not purport to be a complete list or explanation of the risks involved in each Client. The Governing Documents applicable to each Client, quarterly reports, and annual reports filed by ARI typically include a more detailed summary of the material risks and the investment strategy for that Client and should be read in conjunction with the risk factors identified below. No Assurance of Investment Returns. The Apollo Real Asset Managers cannot give Clients assurance that investments will generate returns or that returns will be commensurate with the risks of investing in the type of companies and transactions that fall within such Clients’ individual investment objectives. Substantial Fees and Expenses. Clients typically pay Management Fees, Organizational Expenses and Operating Expenses as set forth in their Governing Documents, whether or not they make any profits, as well as performance-based compensation if they make profits. While it is difficult to predict the future fees and expenses of Clients, such fees expenses may be substantial. Please see Item 5 for additional information on fees and expenses.

Business and Market Risks. Investments may involve a high degree of business and financial risk, which could result in substantial loss to a Client. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in national or international economic and market conditions and changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks on security operations. The possibility of partial or total loss of capital will exist.

General Market Risks. Recent legal and regulatory changes may adversely impact Clients. The regulation of U.S. and non-U.S. securities, futures markets and investment funds has undergone substantial changes in recent years and such changes may continue. The effect of such new regulations on Clients could be substantial and adverse, and may subject Clients to increased capital requirements, fees, expenses and limits on the types of investors they may solicit. Laws and regulations can change quickly and unpredictably in a manner adverse to the Clients’ interests. As a result, Clients and/or the Apollo Real Asset Managers may be subject to unduly burdensome and restrictive regulations. The financial services industry and the activities of private funds and their managers in particular, have been subject to increasing regulatory scrutiny. This may increase the exposure of Clients to potential liabilities and additional legal, compliance and other related costs that, as a result, adversely affect the ability of Clients to achieve their investment objectives. CFIUS & National Security/Investment Clearance Considerations. Certain investments by Clients that involve the acquisition of a business connected with or related to national security or critical infrastructure may be subject to review and approval by the U.S. Committee on Foreign Investment in the U.S. (“CFIUS”) and/or non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of interests in the Client. In the event that CFIUS or another regulator reviews one or more of the Client’s proposed or existing investments, there can be no assurance that the Client will be able to maintain, or proceed with, such investments on terms acceptable to the Client. CFIUS or another regulator may seek to impose limitations on or prohibit one or more of the Client’s investments. Such limitations or restrictions may prevent the Client from maintaining or pursuing investments, which could adversely affect the Client’s performance with respect to such investments (if consummated) and thus the Client’s performance as a whole. In addition, certain limited partners of Clients will be non-U.S. investors, and in the aggregate, may comprise a substantial portion of a Client’s aggregate commitments, which increases both the risk that investments may be subject to review by CFIUS, and the risk that limitations or restrictions will be imposed by CFIUS or other non-U.S. regulators on such Client’s investments. In the event that restrictions are imposed on any investment by the Client due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or national security considerations, the general partner may choose to restrict such limited partner’s, or such group of limited partners’, ability to invest in any such portfolio investment or the information that may be provided to such limited partner or group of limited partners with respect to any investment in which they participate. However, there can be no assurance that any restrictions implemented on any such limited partner or any such group of limited partners will allow the Client to maintain, or proceed with, any investment. Hedging Policies/Risks. In connection with certain investments, Clients may employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices, commodities prices, currency exchange rates, as well as other risks. While such transactions may reduce certain risks, hedging transactions themselves entail other risks. Thus, while Clients may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, commodities prices, currency exchange rates or other factors may result in a poorer overall performance for Clients that enter into hedging transactions. Regulation and Enforcement; Litigation. Clients are subject to U.S. and international regulations which could increase the costs associated with acquiring and operating Clients and the risk of regulatory examination, enforcement actions and third party litigation. There can be no assurance that the Clients, their general partners, the Apollo Real Asset Managers or any of their affiliates will avoid regulatory examination, enforcement action or third party litigation or adverse publicity relating to such a proceeding. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), among other things, granted regulatory authorities such as the Commodity Futures Trading Commission (the “CFTC”), the SEC and the Consumer Financial Protection Bureau with broad rulemaking and enforcement authority to implement and oversee various provisions of the Dodd- Frank Act, including comprehensive regulation of the over-the-counter derivatives and consumer finance markets. These expanded powers have resulted in rules that could adversely affect Clients or investments made by Clients. There is significant uncertainty regarding recently enacted legislation (including the Dodd-Frank Act and the regulations that are being developed pursuant to such legislation) and, consequently, the full impact that such legislation ultimately will have on Clients, their general partners, the Apollo Real Asset Managers or any of their affiliates is not fully known to date.

Clients may also indirectly be affected by the regulation of banks and other financial services firms with which the Clients do business, from which they obtain financing or other services or to which they seek to sell interests in loan securitizations. The regulatory regimes applicable to financial services firms with which Clients do business may increase borrowing costs or limit the terms or availability of credit, affect the terms or pricing of loan securitizations, affect the collectability of loans or have other indirect effects such as mandatory creditor bail-in and resolution stays. As noted above, these regimes may also significantly regulate over-the-counter derivative trading and subject Clients to restrictions and regulations due to extraterritorial impact. These new and expanded regulations and regulatory powers may reduce returns to investors in consumer and commercial loan portfolios as a result of, among other things, additional compliance and administrative expenses, failure to obtain full repayment on portfolio loans, administrative enforcement actions and fines by state or federal regulators and civil litigation against holders of loans, and/or a reduction in the availability of appropriate loans for investment. Similarly, violations of law or regulation by the originators or servicers of consumer and commercial loans held directly or indirectly by investors could result in the originators or servicers being subject to administrative fines or penalties, borrower restitution obligations, or other consequences that could negatively impact investors in such loans. Apollo Real Asset Managers may participate in restructuring activities where Clients invest in distressed securities. It is possible that certain Clients will become involved in litigation with respect to creditor disputes and similar issues among classes of claimants. Litigation entails expenses and the possibility of counterclaims against such Clients, including their general partners and respective Apollo Real Asset Managers, and ultimately, judgments may be rendered against a Client for which such Client does not carry insurance. Monetary Policy and Governmental Intervention. The U.S. Federal Reserve (the “Federal Reserve”) and global central banks, including the European Central Bank, have in – addition to other governmental actions to stabilize markets and seek to encourage economic growth – acted to hold interest rates to historic lows. It cannot be predicted with certainty when or how these policies will change, but actions by the Federal Reserve and other central banks may have a significant effect on interest rates and on the U.S. and world economies generally, which in turn may affect the performance of the investments of Clients. Further financial crises may result in additional governmental intervention in the markets. In addition, the consequences of the extensive changes to the regulation of various markets and market participants contemplated by the legislation and increased regulation arising out of the financial crisis are difficult to predict or measure with certainty.

Non-U.S. Currency Risks. Certain Clients make investments that are denominated in non-U.S. currency, and therefore are subject to the risk that the value of a particular currency will change in relation to one or more other currencies, including, generally, the currency in which the books of the Client are kept and currencies in which contributions and distributions generally will be made. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. The Client will incur costs in converting investment proceeds from one currency to another. Apollo Real Asset Managers may, but are under no obligation to, employ hedging techniques to minimize these risks, although there can be no assurance that such strategies will be effective. Investments in any country in which U.S. dollars are not the local currency may be affected by such changes in the value of foreign exchange between the U.S. dollar and such currency. Such changes may have an adverse effect on the value, price or income of the investment to such investors. There may also be foreign exchange regulations applicable to investments in non-U.S. currencies in certain jurisdictions. Alternative Investment Fund Managers Directive. AIFMD provides a framework for the EU to regulate managers of alternative investment funds that are not Undertakings for the Collective Investment of Transferable Securities, but which are marketed or managed in the EU. It was required to be implemented by member states (“EEA Member States”) of the European Economic Area (“EEA”) by no later than July 22, 2013 (in the case of EEA Member States that are not members of the EU, subject to AIFMD being incorporated into the EEA Agreement, which occurred on October 1, 2016). Since implementation, AIFMD has restricted the extent to which non-EEA alternative investment funds (“AIFs”) can be marketed to potential investors in the EEA. AIFs (i) organized outside of both the EU and those of the additional EEA Member States which have implemented AIFMD and (ii) in which interests are marketed under AIFMD within the EEA are subject to significant conditions on their operations. Under AIFMD, such AIFs may be marketed only in certain EEA jurisdictions and in compliance with requirements to register the AIF for marketing in each relevant jurisdiction and to undertake periodic investor and regulatory reporting, including, among other items, the risk and portfolio profile of each Client which is marketed in that regulator’s jurisdiction. Additional requirements and restrictions apply where AIFs invest in an EEA portfolio investment, including restrictions that may impose limits on certain investment and realization strategies, such as dividend recapitalizations, distributions and reorganizations. Such rules could potentially impose significant additional costs on the operation of AGREM’s business or investments in the EEA and could limit AGREM’s operating flexibility within the relevant jurisdictions. In some countries, additional obligations are imposed; for example, in Germany and Denmark, marketing of a non-EEA AIF now also requires the appointment of one or more depositaries (with cost implications for the AIF). Depending on the activities of each Client, additional restrictions on investment activities may also apply if they are to be marketed to EEA investors. Accessing EEA investors may be more difficult and Client costs may increase to reflect the additional burdens. In the longer term, subject to non-EU jurisdictions being granted equivalence status under AIFMD, non-EEA Apollo Real Asset Managers of non-EEA AIFs may be permitted to voluntarily seek authorization under, and comply with the more detailed requirements of, AIFMD. In order to manage and market EEA AIFs more broadly for and to EEA investors, two new entities have been created: (i) Apollo Investment Management Europe LLP (“AIME”) was incorporated by Apollo in the United Kingdom (“UK”) on March 31, 2016, and obtained authorization from the UK Financial Conduct Authority (the “FCA”) on October 28, 2016 to carry out activities regulated by the FCA (including managing and marketing AIFs); and (ii) Apollo Investment Management Europe (Luxembourg) S.à.r.l. (“AIME Lux”) was incorporated by Apollo in Luxembourg on January 2, 2019 and received authorization from Commission de Surveillance du Secteur Financier (“CSSF”) on January 9, 2019 to carry out activities regulated by the CSSF (including managing and marketing AIFs) with registration effective from such date. AIME and AIME Lux are subject to significant regulatory requirements imposed by AIFMD, including with respect to conduct of business, regulatory capital, valuations, disclosures and marketing and rules on the structure of remuneration for certain personnel. From January 2017, parallel European fund structures have been managed by AIME and marketed by AIME’s European FCA regulated affiliate, AMI, as permitted under the AIFMD. Going forward, some European funds may be managed by AIME Lux and marketed by it or its regulated affiliates, as permitted under AIFMD. The European fund structures are subject to additional requirements imposed by AIFMD, including investor and regulatory disclosures and reporting, requirements when investing in an EEA portfolio investment and the requirement to appoint a depositary, each as described above in relation to non-EEA AIFs in addition to further obligations specifically applicable to EEA AIFs. Client costs may increase to reflect these additional burdens. Some changes to AIFMD are expected, others are under negotiation, and a wider review has commenced which may lead to further changes. Any or all of these may lead to increased costs and/or burdens, and may limit operational flexibility within the EEA and access to EEA investors. BREXIT. The UK held a referendum on June 23, 2016 at which the electorate voted to leave the EU. On March 29, 2017, the UK government invoked Article 50 of the Treaty of Lisbon (the “Treaty”), which had the effect of formally initiating the withdrawal of the UK from the EU. At this time, while negotiations concerning the UK’s departure from the EU have resulted in the Brexit Withdrawal Agreement (the “Withdrawal Agreement”), which sets out the terms of the UK’s “divorce” from the EU, it is unclear whether the Withdrawal Agreement (or an amended version of the Withdrawal Agreement) will be approved by the UK Parliament. By operation of law, absent any extension or transitional relief, the UK is scheduled to leave the EU on March 29, 2019. No such extension or transitional relief has been agreed upon at this time, but an agreement is possible. If an agreement is reached, it would be difficult to predict the impact on the timing of the UK’s departure from the EU.

There are still several possible outcomes of Brexit. These include the risk that no agreement or deal between the UK and the EU is reached concerning the UK’s departure from the EU. This scenario is referred to as the so called “hard Brexit” scenario. The uncertainty associated with Brexit may adversely affect the return for a Client and its investments. There may be detrimental implications for the value of certain of a Client’s investments, its ability to raise capital or other sources of funds, enter into transactions, to value or realize such investments or otherwise to implement its investment program. Even to the extent that the Withdrawal Agreement (or an amended version of it agreed with the EU) is approved by the UK Parliament, the UK and the EU will still need to negotiate and agree upon many aspects of their future relationship. For example, it is currently unclear whether the UK and the EU will implement a future regime for UK financial services firms that is as extensive as is currently provided in the existing passporting regimes. The ability for UK financial services firms to provide their services and market their products to clients based in the EU may become more restricted, which could adversely affect clients and their investments. Apollo has a number of affiliated entities which are authorized and regulated by the FCA (the “UK Regulated Entities”) and which provide services to AGREM and its Clients. As indicated above, the ability of the UK Regulated Entities to continue to provide their services across the EU may be impacted following the UK’s withdrawal from the EU. General Data Protection Regulation. The Apollo Real Asset Managers and/or Clients may be directly or indirectly subject to the requirements of the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), which came into effect in the EU in May 2018. GDPR has direct effect in all 28 members of the EU (“EU Member States”) and has extraterritorial effect where non-EU persons, such as the Apollo Real Asset Manager, the Client or their respective service providers process personal data in relation to the offering of goods and services to individuals in the EU or the monitoring of the behavior of individuals in the EU. GDPR imposes a number of obligations on data controllers and rights for data subjects, including, among others: (i) accountability and transparency requirements, which will require controllers to demonstrate and record compliance with GDPR and to provide more detailed information to data subjects regarding processing; (ii) enhanced requirements for obtaining valid consent; (iii) obligations to consider data protection as any new products or services are developed and to limit the amount of personal data processed; (iv) obligations to comply with data protection rights of data subjects; and (v) reporting of personal data breaches to the supervisory authority without undue delay (and no later than 72 hours where feasible).

GDPR also introduces fines for serious breaches. Data subjects also have a right to compensation for financial or non-financial losses (e.g., distress). There is a risk that the measures taken to comply with GDPR will not be implemented correctly or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures, the Apollo Real Asset Manager and the Client and their respective affiliates (as relevant) could face significant administrative and monetary sanctions, as well as reputational damage, which may have a material adverse effect on the operations, financial condition and prospects of the Client.

The Apollo Real Asset Manager and Clients are also subject to data protection laws passed by many states and by localities that require enhanced levels of cybersecurity and notification to users and/or regulators when there is a security breach for personal data. Compliance with these regulations, including the obligation to timely notify stakeholders in the event of a cybersecurity incident, may divert the Apollo Real Asset Manager’s time and effort and entail substantial expense. Any failure by the Clients or the Apollo Real Asset Manager to comply with these laws and regulations could result in negative publicity and may subject the Client to significant costs associated with litigation, settlements, regulatory action, judgments, liabilities and other penalties, for which the Clients may not have insurance coverage.

Foreign Corrupt Practices Act Considerations. The Apollo Real Asset Managers seek to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws, anti-bribery laws and regulations, as well as anti-boycott regulations, to which they are subject. As a result, Clients may be adversely affected because of their unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for Clients to act successfully on investment opportunities and for portfolio investments to obtain or retain business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, the UK has significantly expanded the reach of its anti- bribery laws. While the Apollo Real Asset Managers have developed and implemented policies and procedures designed to ensure strict compliance by the Apollo Real Asset Managers and their personnel with the FCPA, such policies and procedures may not be effective to prevent violations in all instances. In addition, in spite of the Apollo Real Asset Managers’ policies and procedures, portfolio investments or other entities in which a Client is invested may engage in activities that could result in FCPA violations, particularly in cases where a Client does not control such portfolio investment or investment. Any determination that an Apollo Real Asset Manager has violated the FCPA or other applicable anti-corruption laws or anti-bribery laws could subject it to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect the Apollo Real Asset Managers’ business prospects and/or financial position, as well as a Client’s ability to achieve its investment objective and/or conduct its operations. Pay-to-Play Laws, Regulations and Policies. The SEC, as well as certain U.S. states, localities, and public instrumentalities, have adopted ‘‘pay-to-play’’ laws, regulations or policies, which restrict the political activities of investment managers that seek investment from or manage funds on behalf of state and local government entities. Such restrictions can include limits on the ability of the managers to make political contributions to or fundraise for certain state and local candidates, officials and political organizations, as well as obligations to make regular disclosures about such political activities to federal, state or local regulators. In addition, many pay-to-play regimes (including the SEC pay-to-play rule for investment advisers) impute the personal political activities of certain executives and employees, and in some instances their spouses and family members, to the manager for purposes of potential pay-to-play liability. Violation of pay-to-play laws can lead to the loss of management fees, rescission of current commitments and a loss of future investment opportunities. Additionally, issues involving pay-to-play violations and alleged pay-to-play violations often receive substantial media coverage. A failure to comply with applicable pay-to-play laws, regulations or policies by the Apollo Real Asset Managers or a party acting on their behalf could have an adverse effect on the Clients.

Possibility of Fraud and Other Misconduct of Employees and Service Providers. Misconduct by employees of the Apollo Real Asset Managers, service providers to Apollo Real Asset Managers or Clients and/or their respective affiliates could cause significant losses to such Clients. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by such Clients, the improper use or disclosure of confidential or material non-public information, which could result in litigation, regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of such Clients, and non-compliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to such Clients. The Apollo Real Asset Managers have controls and procedures through which they seek to minimize the risk of such misconduct occurring. However, no assurances can be given that the Apollo Real Asset Managers will be able to identify or prevent such misconduct. Changes in Investment Focus. Clients may not be restricted in terms of the percentage of their capital that can be invested in a particular industry, geographical region or type of investment. While a Client’s disclosure and/or Governing Documents generally contain a description of the types of investments that other Clients have historically made and/or information about Apollo’s expectations with respect to such Client, many factors may contribute to changes in emphasis in the construction of such Client’s portfolio, including changes in market or economic conditions or regulation as they affect various industries and changes in the political or social situations in particular countries. There can be no assurance that the investment portfolio of any Client will resemble the portfolio of any prior Client. Risks Inherent to Real Estate Investing. Clients primarily invest in debt and equity investments related to real estate. Real estate historically has experienced significant fluctuations and cycles in performance that may result in reductions in the value of the Clients’ investments. The ultimate performance and value of a Client’s investments are subject to the varying degrees of risk generally incident to the ownership and operation of the properties in which the Client will invest and which collateralize or support its investments. The ultimate performance and value of a Client’s investments depend upon, in large part, such Client’s ability to operate each investment so that it produces sufficient cash flows necessary to pay the Client’s equity investment and a return on such investment, or to pay interest and principal due to the Client or a lender. Revenues and cash flows may be adversely affected by:

(i) changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics;

(ii) government regulation including taking or condemnation losses and limitations on rent, such as rent control and rent stabilization;

(iii) competition from other properties and changes in the supply and demand for competing properties in the area;

(iv) fluctuations in building occupancy and the financial resources of tenants;

(v) changes in interest rates and in the state of the debt and equity credit markets, particularly the availability of debt financing which may render the sale or refinancing of properties difficult or impracticable;

(vi) the ongoing need for capital improvements, particularly in older building structures;

(vii) changes in real estate tax rates and other Operating Expenses;

(viii) adverse changes in governmental rules and fiscal policies, civil unrest, acts of God, including earthquakes, hurricanes, floods, fires and other natural disasters, acts of war or terrorism, which may decrease the availability of or increase the cost of insurance or result in uninsured losses;

(ix) adverse changes in zoning laws; (x) the impact of present or future environmental legislation and compliance with environmental laws; (xi) the impact of lawsuits which could cause the Clients to incur significant legal expenses and divert management’s time and attention from the day-to-day operations of the Clients; and (xii) other factors that are beyond the Client’s control. Credit Market Risks. There are ongoing disruptions in the credit markets that may adversely affect Apollo Real Asset Managers ability to finance investments. The effects of ongoing credit market challenges, combined with the ongoing correction in real estate market prices and reduced levels of real estate sales, could result in further price reductions in real estate values, potentially adversely affecting the value of the investments. Declining real estate prices and higher interest rates have caused higher delinquencies and losses on certain mortgage loans, which have exacerbated the current dislocation in the credit markets. These trends could continue. Continued declines in real estate values, sales volumes and financial stress on borrowers as a result of job losses, interest rate resets on adjustable rate mortgage loans or other factors could have further adverse effects on buyers and sellers of real estate, which could adversely affect investments. Further declines in real estate prices coupled with the economic recession and associated rises in unemployment levels could have a material adverse effect on the Clients investments and the overall performance investments.

Development and Construction Risks. The development and construction of real estate assets is subject to timing, budgeting and other risks that may adversely affect the Clients’ operating results. Any renovation, redevelopment, development and related construction activities could subject Clients to a number of risks, including risks associated with: (i) construction delays or cost overruns that may increase project costs; delays in obtaining or the inability to obtain zoning, occupancy and other required government permits and authorizations; (ii) development costs incurred for projects that are not pursued to completion; (iii) acts of God such as earthquakes, hurricanes, floods fires and other natural disasters that could adversely impact a project; (iv) ability to raise capital; (v) inability to rent space in, or sell units in, newly developed projects; (vi) inability to repay construction or land loans at maturity; (vii) liability under completion, operating, deficiency or other guarantees which may be issued to the Client; and (viii) governmental restrictions on the nature or size of a project. The Clients’ inability to complete a project on time or within budget may adversely affect the value of, and return on, an investment. Investments and Acquisitions Through Other Partnerships and Joint Ventures. Instead of purchasing properties directly, Clients may invest as a partner or a co-venturer with an unaffiliated third party. Partnership or joint venture investments may, under certain circumstances, involve risks not otherwise present, including the possibility that Clients will not be able to implement investment decisions or exit strategies because of limitations on the Clients’ control of the property under applicable agreements with a partner or co-venturer, or that a partner or co-venturer may become bankrupt, or may at any time have economic or business interests or goals which are inconsistent with those of the Clients, may fail to fund their share of required capital contributions or otherwise default on their obligations, may make dubious business decisions or may block or delay necessary decisions. Such a partner or co-venturer may also be in a position to take action contrary to the Clients’ objectives, including but not limited to forcing sale of a property prior to the Clients’ optimal holding period. Such investments may also have the potential risk of an impasse on decisions if neither partner nor co-venturer has full control over the partnership or joint venture. Clients will, however, seek to maintain sufficient rights with respect to such partnerships or joint ventures to permit the Clients’ objectives to be achieved. In addition, disputes between Clients and a partner or co-venturer may result in litigation or arbitration that would increase the Clients’ expenses and prevent the general partners and their representatives from focusing their time and effort on the Clients’ businesses and investments. Consequently, actions by, or disputes with, a partner or co-venturer might result in additional risks, including liability for the actions of a third party partner or co-venturer and the ability to enforce fully all rights one partner or co-venturer may have against the other. In the event of litigation, Clients could be found liable to their co-venturer or partner for a range of damages available under applicable law under theories arising in contract, tort or otherwise, including consequential damages well in excess of amounts originally at stake. Lack of Liquidity of Investments. Real estate investments are relatively illiquid, and some are highly illiquid. Such illiquidity may limit the Clients’ ability to vary their portfolios of investments in response to changes in economic and other conditions. Illiquidity may result from the absence of an established market for investments, as well as the legal or contractual restrictions on their resale. In addition, illiquidity may result from the decline in value of a property comprising a Client’s investments. There can be no assurances that the fair market value of any property held by a Client will not decrease in the future, leaving any of such fund’s investments relatively illiquid. Investments in publicly traded companies (including publicly traded real estate investment trusts) may also be subject to legal or contractual restrictions on sale, including the possibility that the general partner, on behalf of a Client, will be in possession of material non- public information about the company. In addition, the ability to exit an investment through the public market will depend on market conditions, and particularly the market for initial public offerings. The possibility of partial or total loss of capital will exist. Furthermore, the Clients may invest in loans with maturity dates that are later than the dates such funds are expected to terminate. As a result, a Client may have to sell, distribute or otherwise dispose of its investments at a disadvantageous time as a result of dissolution. Possible Lack of Diversification. Each Client may concentrate its portfolio investments by investing all of its assets in only a few issuers, industries or countries. By investing in a limited number of portfolio investments, the aggregate returns realized by a Client may be substantially affected by the unfavorable performance of a small number of such portfolio investments. Leverage. Clients, in certain instances, borrow and utilize various other forms of leverage and expect to operate with a significant leverage ratio. Although leverage presents opportunities for increasing a Client’s total return, it has the effect of potentially increasing losses as well. If income and appreciation on investments made with borrowed funds are less than the cost of the leverage, the total return of the leveraging fund will decrease. Accordingly, any event which adversely affects the value of a portfolio investment would be magnified to the extent a Client is leveraged. The cumulative effect of the use of leverage by Clients in a market that moves adversely to such Clients’ investments or in the event portfolio investments experience credit quality deterioration could result in a substantial loss to Clients that could be substantially greater than if such Clients were not leveraged. In addition, contractual demands by lenders to a Client to reduce its leverage may force such Client to sell investments on an emergency basis at prices less than those obtainable in a more orderly liquidation. To the extent that a creditor has a claim on a Client, such claim would be senior to the rights of an investor in the Client. As a result, if a Client’s losses were to exceed the amount of capital invested, an investor could lose its entire investment. The debt financing utilized by Clients to leverage investments may be collateralized by any assets of the Client (and may be cross-collateralized with the assets of any parallel fund or alternative investment vehicle of the applicable Client or any portfolio investment, and such entities may be held jointly and severally liable for the full amount of the obligations arising out of such debt financing).

Financing Arrangements. To the extent that a Client enters into financing arrangements in the future, such arrangements may contain provisions that expose it to particular risk of loss. For example, any cross-default provisions could magnify the effect of an individual default. If a cross- default provision were exercised, this could result in a substantial loss for a Client. Also, Clients may enter into financing arrangements that contain financial covenants that could require them to maintain certain financial ratios. If a Client were to breach the financial covenants contained in any such financing arrangement, it might be required to repay such debt immediately, in whole or in part, together with any attendant costs and the Client might be forced to sell some of its assets to fund such costs. Certain Clients may also be required to reduce or suspend distributions or dividends to stockholders, as applicable. Such financial covenants would also limit the ability of the applicable Apollo Real Asset Manager to adopt the financial structure (e.g., by reducing levels of borrowing) that it would have adopted in the absence of such covenants. In addition, pursuant to the partnership agreements of certain Clients, the general partner is permitted to pledge the capital commitments of the limited partners to secure financing arrangements for the Client. The limited partners may be required to honor their capital commitments to permit the Client to pay debt rather than to make investments.

Securitizations. Clients may seek to enhance the returns of all or a senior portion of commercial mortgage loans through securitizations in the event the market to securitize commercial mortgage loans recovers. To securitize portfolio investments, a Client may create a wholly owned subsidiary and contribute a pool of assets to such subsidiary. This could include the sale of interests in the subsidiary on a non-recourse basis to purchasers from whom the Client would expect to be willing to accept a lower interest rate to invest in investment grade loan pools and in which the applicable Client would retain a portion of the equity in the securitized pool of portfolio investments. The successful securitization of portfolio investments might expose such Client to losses as the commercial real estate investments in which the Client does not sell interests will tend to be those that are riskier and more likely to generate losses. Uncertainty of Financial Projections. As part of its due diligence of a potential investment, the Apollo Real Asset Manager for a Client investing in securities or interests in a company generally may do so on the basis of the company’s financial projections. Projected operating results normally will be based primarily on management judgments. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections. General economic conditions, which are not predictable, can have a material adverse impact on the reliability of such projections and the performance of any investment in such company.

Lender Liability Risks. Clients, to the extent they invest in debt instruments, may be exposed to lender liability risks including equitable subordination. In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed, “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of the Clients’ investments, they could be subject to allegations of lender liability. In addition, under common law principles that, in some cases, form the basis for lender liability claims, if a lending institution (i) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower; (ii) engages in other inequitable conduct to the detriment of such other creditors; (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors; or (iv) uses its influence as an equity holder to dominate or control a borrower to the detriment of the other creditors of such borrower, a court may elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” A Client could be subject to claims from creditors of an obligor such that the Client would be equitably subordinated.

Mortgage REITs. Clients may invest in securities issued by entities which invest in real estate, including real estate investment trusts (“REITs”). Real estate investments generally will be subject to the risk’s incident to the ownership and operation of commercial real estate and/or risks incident to the making of nonrecourse mortgage loans secured by real estate. Such risks include, without limitation, the risks associated with: (i) both the domestic and international general economic climates; (ii) local real estate conditions; (iii) risks due to dependence on cash flow; (iv) risks and operating problems arising out of the absence of certain construction materials; (v) changes in supply of, or demand for, competing properties in an area (as a result, for instance, of over- building); (vi) the financial condition of tenants, buyers and sellers of properties; (vii) changes in availability of debt financing, energy and supply shortages; (viii) changes in the tax, real estate, environmental and zoning laws and regulations; (ix) various uninsured or uninsurable risks or natural disasters; and (x) the ability of the Clients or third party borrowers to manage the real properties. In addition, Clients may incur the burden of ownership of real property, which includes the paying of expenses and taxes, maintaining such property and any improvements thereon, and ultimately disposing of such property. Further, in addition to the variety of risks associated with real estate and related investments described above, Clients investments in REITs involve special risks. These special risks include: (i) risks associated with failure to maintain REIT qualification and other tax risks; (ii) risks that may be presented by the type and use of a particular property or target asset class; (iii) risks that the issuer of the security may reduce or eliminate expected dividend payments and (iv) risks related to REITs’ organization and structure, including ownership limitations associated with maintaining REIT qualification, and since many REITs are organized in Maryland, risks related to certain provisions of Maryland law. In addition, REITs tend to be small- and medium-size companies. Like small-capitalization stocks in general, REIT stocks can be more volatile than, and at times will perform differently from, large capitalization stocks, such as those found in the Standard & Poor’s 500 Index. Counterparty Risk. A number of the markets in which a Client may affect its transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes a Client to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing a Client to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where a Client has concentrated its transactions with a single or small group of counterparties. A Client is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. The ability of a Client to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by a Client. Debt Instruments Generally. Debt may be unsecured and structurally or contractually subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured. Moreover, such debt investments may not be protected by financial covenants or limitations upon additional indebtedness, and there is generally no minimum credit rating for such debt investments. Other factors may materially and adversely affect the market price and yield of such debt investments, including investor demand, changes in the financial condition of the applicable issuer, government fiscal policy and domestic or worldwide economic conditions. It is likely that many of the debt instruments in which Clients invest have speculative characteristics. Generally, such securities offer a higher return potential than higher-rated securities but involve greater volatility of price and greater risk of loss of income and principal. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, an economic recession could severely disrupt the market for most of these instruments and may have an adverse impact on the value of such instruments. It also is likely that any such economic downturn could adversely affect the ability of the issuers of such instruments to repay principal and pay interest thereon and increase the incidence of default for such instruments. Interest Rate Risk. Changes in interest rates can affect the value of a Client’s investments in fixed income instruments. Increases in interest rates may cause the value of a Client’s investments to decline. Certain Clients may experience increased interest rate risk to the extent they invest, if at all, in lower-rated instruments, debt instruments with longer maturities, debt instruments paying no interest (such as zero-coupon debt instruments) or debt instruments paying non-cash interest in the form of other debt instruments. Use of Expert Networks and Data Analytics. In connection with the evaluation of potential investment opportunities, the Apollo Real Asset Managers may engage expert networks and/or make use of data analytics, including data provided by third party vendors. Apollo seeks to avoid inadvertently obtaining confidential information from such sources and has therefore implemented policies and procedures to mitigate the risk that the use of expert networks or data analytics could result in the receipt of confidential information by investment professionals. However, because Apollo’s business operates on an integrated platform without ethical screens or information barriers, if such controls fail and an investment professional obtains material non-public information, the Apollo Real Asset Managers may be restricted in acquiring or disposing of investments on behalf of Clients, which could impact the returns generated for Clients.

Systems Risk and Cybersecurity. Investment advisers, including AGREM and other Apollo Real Asset Managers, rely extensively on computer programs and systems (and may rely on new systems and technology in the future) for various purposes, including trading, clearing and settling transactions, evaluating certain investments, monitoring their portfolio and net capital and generating risk management and other reports that are critical to oversight of a Client’s activities. Certain of the Clients’ and the Apollo Real Asset Managers’ operations will be dependent upon systems operated by third parties, including prime-broker(s), administrators, market counterparties and their sub-custodians and other service providers. The Clients’ service providers may also depend on information technology systems that may or may not be controlled by them and, notwithstanding the diligence that the Client may perform on its service providers, the Client may not be in a position to verify the risks or reliability of such information technology systems. Clients, the Apollo Real Asset Managers, their affiliates and their service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users, as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data and/or misappropriation of confidential information. For example, information and technology systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Such damage or interruptions to information technology systems may cause losses to Clients or limited partners, without limitation, by interfering with the processing of transactions, affecting a Client’s or an Apollo Real Asset Manager’s ability to conduct valuations or impeding or sabotaging trading. Clients may also incur substantial costs as the result of a cybersecurity breach, including, those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage. Any such breach could expose Clients or the Apollo Real Asset Managers (which in turn may be indemnified by Clients) to civil liability, as well as regulatory inquiry and/or action. Limited partners could also be exposed to losses resulting from unauthorized use of their personal information. Similar types of cybersecurity risks also are present for portfolio investments, which could affect their business and financial performance, resulting in material adverse consequences for such issuers and causing a Client’s investment in such portfolio investments to lose value. Tax Changes, Uncertainties and Risks. On December 22, 2017, Congress enacted Public Law Number 115-97, formerly known as the Tax Cuts and Jobs Act (the “TCJA”). The TCJA significantly amends the U.S. federal tax code and includes, among other things, (a) a reduction in the corporate income tax rate to 21% and the reduction of tax rates for certain business income earned through partnerships; (b) a new limitation on interest deductibility by corporations; (c) the immediate expensing of certain capital expenses for nine years; and (d) the migration from a worldwide system of taxation to a modified territorial system. These and other provisions are generally effective for taxable years beginning after December 31, 2017, and certain provisions are further subject to sunset. There are a number of technical issues and uncertainties in the TCJA, which may be clarified by future guidance. The impact of the TCJA on products and services provided by Apollo and investments made by the Clients is uncertain and could be adverse. Various proposals originating outside the U.S. could also impact Clients. For example, the Organization for Economic Co-operation and Development (“OECD”) is focused on issues relating to cross-border structures and ownership. One example is in the area of “base erosion and profit shifting” (“BEPS”), which includes situations (among others) where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. In 2013, the OECD published its report and its Action Plan on BEPS. The aim of the report and Action Plan was to address and reduce aggressive international tax planning. BEPS remains an ongoing project. On October 5, 2015, the OECD published its final reports, analyses and sets of recommendations (deliverables) with a view to implementing internationally agreed and binding rules which are resulting in material changes to relevant tax legislation of participating OECD countries. The final package of deliverables was subsequently approved by the G20 Finance Ministers on October 8, 2015. The final actions to be implemented in the tax legislation of the countries in which Clients will have investments, in the countries where Clients or investors are domiciled or resident, or changes in tax treaties negotiated by these countries, could adversely affect the returns of Clients. One of the BEPS action points (Action 6) is to prevent treaty abuse by developing model treaty provisions to prevent the granting of treaty benefits in inappropriate circumstances. As a minimum standard, the OECD proposes that participating co please register to get more info

Disciplinary Information
Except as described below, there are no legal or disciplinary events required to be disclosed pursuant to this Item 9.

On August 23, 2016, without admitting or denying any wrongdoing, certain related persons of AGREM, namely Apollo Management V, L.P., Apollo Management VI, L.P. Apollo Management VII, L.P. and Apollo Commodities Management, L.P. consented to the entry of an order to cease and desist from committing or causing any violations and future violations of Section 206(2) and 206(4) of the Advisers Act and Rules 206(4)-7 and 206(4)-8 thereunder. According to the SEC order, such related persons did not provide sufficient pre-commitment disclosure regarding the possibility of accelerating otherwise authorized fees upon termination of monitoring agreements with their portfolio companies, a related person did not adequately disclose that interest from a loan from a private equity fund to its general partner would be allocated to the general partner, such related persons did not adequately supervise a former senior partner’s expense reimbursement practices and such related persons failed to adopt and implement policies and procedures reasonably designed to prevent violations of the Advisers Act and its rules. As part of the settlement, such related persons agreed to pay $37,527,000 of disgorgement and $2,727,552 of prejudgment interest to limited partners of its fund and a civil monetary penalty of $12,500,000 to the SEC. please register to get more info

Other Financial Industry Activities and Affiliations
Affiliated Apollo Managers
1. Private Equity – Apollo Management, L.P. (“Apollo Management”) is an affiliate of AGREM that is primarily engaged in managing Apollo’s private equity business and controls the private equity managers (collectively, with Apollo Management, the “Apollo Private Equity Managers”). The Apollo Private Equity Managers seek to make investments through several strategies including traditional buyouts, distressed buyouts, corporate partner buyouts, debt or other investments providing equity-like returns across the capital structure of companies, infrastructure and infrastructure-related assets and also capitalize on private equity investment opportunities in the natural resources industry, principally in the metals and mining, energy and select other natural resources sectors. In addition to the traditional, distressed and corporate partner buyout activities, the Apollo Private Equity Managers also maintain the flexibility to deploy capital of the private equity funds managed by Apollo in other types of investments such as the creation of new companies. 2. Credit – Apollo Capital Management, L.P. (“Apollo Capital Management”) is an affiliate of Apollo Management that is primarily engaged in managing Apollo’s credit business and controls the managers (collectively, with Apollo Capital Management, the “Apollo Credit Managers”) of the funds, single investor funds, parallel funds, alternative investment vehicles and feeder funds and separately managed accounts that fall within Apollo’s credit business segment. Unless otherwise stated, the Apollo Credit Managers are registered with the SEC as investment advisers relying on Apollo Capital Management’s investment adviser registration. (i) Corporate Fixed Income – The corporate fixed income group advises clients that primarily focus on investment grade corporate bonds, emerging markets and investment grade private placements. (ii) Corporate Credit – The corporate credit group advises client that focus on credit investment strategies that are less liquid in nature. These strategies include investments in primary and secondary opportunities encompassing performing, stressed and distressed public and private securities primarily within corporate credit, including senior secured loans, high-yield, mezzanine, debtor in possession financings, rescue or bridge financings and other debt investments. (iii) Direct Origination – The direct origination group advises clients that primarily invest in loans, including, but not limited to, senior secured and unsecured loans, second lien term loans, mezzanine loans, private high-yield debt, private investment grade debt, asset- backed loans, leveraged loans, real estate loans, rediscount loans, venture loans and bridge loans, particularly in the context of transactions that require certainty of financing. This strategy focuses on originating private debt both directly with sponsors and through banks in the U.S., but also targets European and other markets. (iv) Corporate Structured and Asset-Backed Securities – The corporate structured and asset-backed group advises clients that primarily focus on structured credit investment strategies that seek to obtain favorable and protective lending terms, predictable payment schedules, well diversified portfolios and low historical defaults. These strategies include investments in collateralized loan obligations (“CLO”), collateralized debt obligations (“CDO”) and other structured instruments, including insurance-linked securities and longevity-based products. (v) Consumer & Residential – The consumer and residential group advises clients that primarily focus on consumer and residential real estate credit investment strategies. These strategies include investments in residential mortgage-backed securities, whole residential real estate loans, consumer loans and other asset-backed securities. (vi) Financial Credit Investments – The financial credit investments group advises clients that primarily focus on life insurance policies issued by insurance companies that insure the lives of natural persons, as well as life insurance-linked securities, including bonds, loans, notes, certificates, preferred securities or other instruments, whether senior, preferred or subordinated that are (a) issued by insurance companies or their respective financial holding companies, (b) wrapped or guaranteed by insurance companies, (c) linked to, or referenced by, life insurance policies or insurance company reserve or capital funding, (d) linked to, or referenced by, embedded value and/or value in force transactions, (e) linked to, or referenced by, life insurance life annuity combinations, (f) linked to, or referenced by, extreme mortality or morbidity, (g) linked to, or referenced by, deferred acquisition costs, (h) linked to, or referenced by, insurance commission financing, (i) linked to, or referenced by, structured settlements, annuities or similar collateral, and/or (j) CDOs or similar instruments that are comprised substantially of securities of the types described in clauses (a)- (i) above. The Apollo Managers (as defined above) intend to conduct their activities in accordance with the Advisers Act and the rules thereunder. Any employees of the Apollo Managers and any other persons acting on their behalf are and will be subject to the supervision and control of Apollo Management, Apollo Capital Management or AGREM, as applicable.
Apollo Global Securities, LLC

AGS, a Delaware limited liability company and SEC-registered broker-dealer affiliated with the Apollo Real Asset Managers, is registered to perform the following services: (i) underwriting of securities on a referral basis; (ii) the resale of corporate debt or equity securities under Rule 144A under the Securities Act; (iii) transaction advisory services; (iv) marketing of private funds; (v) conducting private placements; (vi) trading securities for its own account; (vii) selling corporate debt securities on a referral basis; (viii) arranging for transactions in listed securities on a referral basis; (ix) selling interests in mortgages, receivables or other asset-backed securities; and (x) arranging loans. AGS’s private placement services include placement of certain Apollo Funds and syndicating transactions for portfolio investments. Subject to the Clients’ Governing Documents, engagements by Clients or their portfolio investments of AGS on an arms-length basis do not require approval from such Clients’ advisory boards. AGS’s underwriting services are typically provided to Apollo Funds’ portfolio investments. Generally, AGS’s role in a syndication is that of a co-manager and not as lead underwriter. The fact that AGS receives fees in connection with these services is disclosed in the applicable Client’s Governing Documents. Fees that are received by AGS in connection with its provision of merger and acquisition transaction advisory services to Clients’ portfolio investments are, subject to a Client’s Governing Documents, treated as Special Fees and applied to reduce Management Fees of management fee-paying investors in Clients. Fees received by AGS in connection with the provision of private placement, underwriting, arranger, structuring, broker-dealer (including facilitating initial resales of debt or equity securities under Rule 144A under the Securities Act) and similar services are, subject to a Client’s Governing Documents, not treated as Special Fees, not applied to reduce Management Fees of management fee-paying investors in Clients and are retained by AGS. The relationship between the Apollo Real Asset Managers and their affiliates and AGS gives rise to conflicts of interest between the Apollo Real Asset Managers and (i) Clients with respect to whom AGS provides services or (ii) Clients who have an interest in any portfolio investment or investment vehicle to which AGS provides services. Many supervised persons who provide portfolio management services to Clients on behalf of the Apollo Real Asset Managers also are involved in the business and operations of AGS. Such supervised persons face conflicts of interest in dedicating time and resources to Clients, which may have a detrimental effect on Client performance. The Apollo Real Asset Managers address this conflict of interest by providing in Apollo’s Code of Ethics, as described in Item 11, that all supervised persons have a duty to act in the best interests of each Client and by providing training to supervised persons with respect to conflicts of interest and how such conflicts are resolved under Apollo’s policies and procedures.

Furthermore, while AGS’s services are primarily provided as described above (i.e., to Apollo, its Clients and its Clients’ portfolio investments), it is possible that, in the future, AGS may also provide services (including financing, capital market and advisory services) to third parties, including third parties that are competitors of the Apollo Real Asset Managers or one or more of their affiliates or any portfolio investments. The expansion of AGS’s services in this manner would present additional conflicts of interest. For example, AGS may also act as placement agent or underwriter of securities for a third party that may be acquired by the Client (for example, a Co- Investment Vehicle). In the event that AGS provides services to third parties, it may be adverse to the interests of the Client or portfolio investments. AGS also may come into possession of information that AGS is prohibited from acting on (including on behalf of a Client) or disclosing to the Apollo Real Asset Managers or any of their affiliates as a result of applicable confidentiality requirements or applicable law, even though such action or disclosure would be in the best interest of a Client or portfolio investment.
Apollo Management International LLP
AMI is an FCA authorized and regulated UK limited liability partnership ultimately controlled by AGM. AMI acts primarily as a sub-adviser to Apollo Funds with a European mandate across its real assets, credit and private equity business segments. These funds include those with which it has sub-advisory arrangements with the respective Apollo Managers. The extent of the advisory work conducted for each of the funds varies according to each respective sub-advisory arrangement. In addition, AMI has entered into direct advisory relationships (which may include discretionary and non-discretionary mandates) with certain portfolio investments, other third-party clients or with certain clients that constitute European-centric CLOs where AMI acts as collateral manager.
Apollo Asset Management Europe LLP and Apollo Asset Management Europe PC LLP
Apollo Asset Management Europe LLP and its subsidiary Apollo Asset Management Europe PC LLP (together, “AAME”), domiciled in the UK, comprise a European business segment of Apollo whose primary purpose is to provide a centralized asset management, advisory and risk function (“Client Services”) to European clients in the financial services and insurance sectors that are owned by Apollo Funds, Athora Holding, Ltd. and its affiliates, and potentially to other unaffiliated European clients in the future. The Client Services are provided to clients either on a discretionary or advisory basis pursuant to agreements such as services agreements, advisory agreements, sub-advisory agreements and/or portfolio management agreements. On April 3, 2018, AAME was authorized by the FCA and holds relevant regulatory permissions to provide Client Services under the services agreements it has entered into with clients. AAME is also party to certain tripartite agreements with AMI and certain clients. AAME and AMI may enter into various advisory relationships with one another and/or with certain entities which are affiliates of, or under common control with, AAME and AMI (such as AGREM), in each case in connection with the performance of the Client Services. These relationships may give rise to conflicts of interests from time to time in relation to, among other things, allocation of time, resources and investment opportunities among clients of AAME. Client Services provided by AAME are disclosed in the applicable client’s Governing Documents. In addition, the advisory boards (or equivalent) of certain clients receive additional disclosure regarding the Client Services and the associated fees, compensation or expense reimbursements. In certain instances, the applicable Apollo Manager has sought (or may in the future seek) the approval of the advisory boards of certain clients with respect to certain aspects of the Client Services that are provided to Apollo Funds and their respective portfolio investments, including, for example, the pricing methodology utilized to determine the amount of such fees, compensation and expense reimbursements that may be payable to AAME with respect to Client Services; however, in general, engagements by clients or their portfolio investments of AAME on an arms-length basis do not otherwise require approval from such client’s advisory board or investors.

Subject to an AAME client’s Governing Documents, a portion of any fees, compensation or expense reimbursements received by AAME may be applied to reduce Management Fees of management fee-paying investors in certain clients, as described in Item 4 above, with the remaining amounts retained by AAME without any further Management Fee reduction.
Apollo Investment Management Europe LLP
AIME was incorporated as a UK limited liability partnership on March 31, 2016. As of October 22, 2016, AIME is authorized as an Alternative Investment Fund Manager (“AIFM”) by the FCA. The establishment of AIME as an AIFM allows AGREM to market and distribute AIFs under AIME’s management to institutional clients in, among other European jurisdictions, the UK, Germany, France, Italy, Denmark, Spain and Austria and permits AIME to passport its marketing and services for AIFs that it manages into multiple European jurisdictions.
Apollo Investment Management Europe (Luxembourg) S.à.r.l.
AIME Lux (as defined in Item 8) was incorporated as a private limited liability company on January 2, 2019. As of January 9, 2019, AIME Lux is authorized as an AIFM by the CSSF. AIME Lux was established to act as the AIFM to EU-domiciled AIFs (“EU AIFs”). Certain of the EU AIFs will be established as parallel structures to certain Apollo Real Asset Funds managed by AGREM and certain of its affiliates, which enable these funds, via the parallel EU AIFs, to be marketed to professional investors across the EEA using the AIFMD marketing passport. Under the AIFMD, and applicable rules under the CSSF’s regulatory regime, the AIME Lux is required to comply with, inter alia, specific substance, conflict of interest, risk management and liquidity management requirements.
Apollo Credit Management International Limited
Apollo Credit Management International Limited (“ACMI”) is an appointed representative of AMI. ACMI provides sub-advisory services with respect to Apollo’s European Principal Finance funds and certain separately managed accounts with similar strategies. It focuses primarily on identifying non-performing, non-core, capital-inefficient and illiquid loans and assets that European banks and other financial institutions have been compelled to sell due to increasing regulatory pressures and liquidity requirements.
AP Alternative Assets, L.P.
The Apollo Real Asset Managers are affiliated with AP Alternative Assets, L.P. (“AAA”), a limited partnership established under the laws of Guernsey, whose common units are traded on Euronext in Amsterdam, the regulated market of Euronext N.V., under the symbol “AAA.” AAA has invested its capital through, and is the sole limited partner of, AAA Investments, L.P. (“AAA Investments”). AAA Investments has substantially all of its capital invested in Athene Holding Ltd. (“Athene Holding”), which is described more fully below. In accordance with the services agreement among AAA, AAA Investments and other service recipients party thereto (“AAA Services Agreement”), affiliates of Apollo Management received a Management Fee for managing the assets of AAA Investments. The Management Fee was terminated on December 31, 2014, although services will continue through December 31, 2020. A portion of AAA Investments’ investment in Athene Holding is subject to carried interest, which will generally entitle affiliates of Apollo Management to realize a portion of the profits generated by the investment (generally, a percentage of net realized gains). Carried interest is paid in cash or in common shares of Athene Holding at the election of the general partner of AAA Investments. The Apollo Real Asset Managers’ affiliation with AAA and AAA Investments is subject to the conflicts of interest set forth below in Item 10.
Athene Asset Management LLC (f/k/a Athene Asset Management, L.P.)
There are certain investment management agreements between Athene Asset Management LLC (“AAM”), a subsidiary of Apollo Capital Management, and Athene. AAM is registered with the SEC as an investment adviser relying on Apollo Capital Management’s investment adviser registration and acts as investment adviser to Athene Holding, certain of its insurance and re- insurance company subsidiaries (collectively, the “Athene Group”), certain other re-insurance clients of the Athene Group and third party insurance company managed accounts. Apollo and certain affiliated entities control (directly and indirectly, including on behalf of certain clients) 45% of the total voting power of Athene Holding’s common shares, and there are six Apollo employees or consultants that are members of Athene Holding’s Board of Directors. The potential exists for Apollo to cause members of the Athene Group to enter into transactions that may benefit Apollo (including AAM) to the possible detriment of Athene Holding’s shareholders. Substantially all of the Athene Group’s invested assets are managed by AAM. The Athene Group’s investment policies permit AAM to invest in securities of issuers affiliated with Apollo, including funds managed by Apollo, and to retain on the Athene Group’s behalf, sub-advisors, including Apollo. AAM may make such investments or retain such sub-advisors at its discretion, subject only to the approval of a conflicts committee of the Board of Directors of Athene Holding (the “AHL Conflicts Committee”) in certain cases and/or certain regulatory approvals. The AHL Conflicts Committee is comprised of members of Athene Holding’s Board of Directors who are not general partners, directors, managers, officers or employees of any member of Apollo. Not all conflicts are subject to the approval of the AHL Conflicts Committee (for example, transactions which fit within certain pre-approved criteria, non-material transactions or transactions that are less likely to be on terms that are less advantageous to the Athene Group than can be obtained through arms-length negotiations are not required to be reviewed by the AHL Conflicts Committee). AAM invests its clients in real assets, as well as in alternative, fund and similar investments, including the Apollo Funds and third party-managed funds, and in investments that are originated or sponsored by Apollo Managers or other Apollo clients, or for which an Apollo Manager or Apollo Fund may provide services. In certain instances, Apollo (including AAM) will structure investment vehicles to address investment and other needs of clients of AAM. Fees, remuneration and/or expenses paid by such vehicles to the managers or general partners or similar persons are indirectly borne by the client through its commitment to such vehicle. Fees payable in respect of such investments to such parties vary, but fees may be determined based on capital commitments, invested capital or value of underlying assets. To the extent that a member of Apollo is the general partner or investment manager to one of these investments, such members of Apollo will receive various forms of consideration with respect to such investments, including management fees, closing fees, performance fees (e.g., carried interest) and/or expense reimbursement, and such fees may not be the lowest fees available for similar services offered by Apollo or by unrelated advisers or persons. Additionally, Apollo may provide services to such vehicles for which Apollo may be entitled to fees or expense reimbursement. AAM’s clients that invest in Apollo Funds are treated in the same manner as third party investors in clients with respect to their rights and obligations under the Governing Documents and retain, for example, the same voting rights as such third party investors. With that said, AAM’s clients also benefit from preferential terms (e.g., carried interest, Management Fees and offsets thereto and fiduciary duties) provided to them and those terms are not subject to “most favored nation” provisions in the applicable Governing Documents or side letters with investors in clients. Apollo Investment Consulting, LLC Apollo Consulting, which consists of U.S. or non-U.S. entities formed by Apollo, facilitates strategic arrangements with, or engagements (including on an independent contractor or employment basis) of, any persons that the Apollo Real Asset Managers determine in good faith to be industry executives, advisors, consultants (including operating consultants and sourcing consultants), operating executives, subject matter experts or other persons acting in a similar capacity, to provide consulting, sourcing or other services to or in respect of a Client and portfolio investments (including with respect to potential portfolio investments of a Client). As mentioned in “Operating Expenses” above, Clients bear the fees, costs or expenses of certain services provided by, and allocable overhead of Apollo Consulting (including compensation of its employees, including those that perform a “front office” function, such as sourcing, or other investment related functions), as well as industry executives, advisors, consultants and operating executives contracted or engaged directly or indirectly by a Client, the Apollo Real Asset Managers, any portfolio investment (including with respect to potential portfolio investments of a Client) or any Affiliated Service Provider. Certain industry executives, advisors, consultants and operating executives may be exclusive to Apollo or a Client and may in certain circumstances (including in connection with sourcing arrangements) be employees of Apollo. In addition, to the extent these consultants serve as board member or in a similar capacity of the portfolio investment, these consultants receive multiple sources of compensation, including from both a Client and directly from a Client’s portfolio investment for specific services provided with respect to that company (e.g., fees received for serving as a director, trustee or in a similar capacity of the company). Consultants are entitled to retain those sources of compensation and such compensation does not reduce the fees paid by a Client to Apollo Real Asset Managers. While the expertise or responsibilities of a consultant will at times be similar in certain respects to those of a full-time Apollo investment professional employed by Apollo, the fees, costs, expenses or other compensation described above may nonetheless be borne by Clients or their portfolio investments, due to, among other things, factors that distinguish these engagements from those of Apollo investment professionals.
Affiliated Loan Origination and/or Servicing Businesses
Affiliates of the Apollo Real Asset Managers and certain Clients and/or their portfolio investments are engaged in the loan origination and/or servicing businesses. In connection with their lending activities, such loan origination and/or servicing businesses may receive certain fees, including, arranger, brokerage, placement, syndication, solicitation, underwriting, agency, origination, sourcing, structuring, collateral management or loan administration, advisory, servicing, commitment, facility, float or other fees, discounts, spreads, commissions and concessions and other fees received as part of such loan origination and/or servicing businesses. Such fees may be charged on a cost reimbursement or on a cost-plus basis. A Client or the issuers of financial instruments held by a Client may acquire loans originated, structured, placed and/or arranged by such affiliated loan origination and/or servicing businesses and in respect of which such businesses receive fees. Subject to the Client’s Governing Documents, these fees will not be applied to reduce Management Fees or other fees payable by a Client or any of its investments or otherwise directly or indirectly benefit such Client or any of its investors. Such fees will otherwise be borne by the Client or by the issuers of financial instruments held by the Client.
Selection of Service Providers
Except as may otherwise be provided under the terms of a Client’s Governing Documents, the Apollo Real Asset Managers or one or more of their affiliates will select service providers for Clients (including Affiliated Service Providers) for purposes of the provision of services or in connection with financial transactions. The Apollo Real Asset Manager or applicable affiliate will also determine the compensation of such providers without review by or the consent of an advisory board, the investors or an independent party. Clients, regardless of the relationship to the Apollo Real Asset Managers, their affiliates or the person performing the services, bear the fees, costs and expenses related to such services. This will create an incentive for an Apollo Real Asset Manager or an applicable affiliate to select an Affiliated Service Provider or to select service providers based on the potential benefit to the Apollo Real Asset Manager, rather than to Clients. For example, AGREM selects service providers that use its or its affiliates’ premises, for which AGREM or one of its affiliates may receive overhead, rent or other fees, costs and expenses in connection with such on-site arrangement.

AGREM or one or more of its affiliates often may engage the same service provider to provide services to a Client that also provides services to AGREM or any such affiliate, which creates a potential conflict of interest to the extent the interests of such parties are not aligned. For example, a law firm may at the same time act as legal counsel to a Client, its general partner or similar person, its investment adviser or other affiliates of AGREM.

The Apollo Real Asset Managers and their affiliates address these conflicts of interest by using reasonable diligence to ascertain whether each service provider (including law firms) provides its service on a “best execution” basis, taking into account factors such as expertise, operational and regulatory controls, availability and quality of service and the competitiveness of compensation rates in comparison with other service providers satisfying the Apollo Real Asset Managers’ or their affiliates’ service provider selection criteria. In addition, in the event such service providers are affiliates of the Apollo Real Asset Managers (as opposed to third parties), the engagement of such providers must typically comply with the conditions applicable to affiliate transactions, if any, set forth in the Clients’ Governing Documents.
Certain Conflicts of Interest in Providing Services to Clients
Multiple Clients and Other Apollo Clients. Certain inherent conflicts of interest arise from the fact that: (i) the Apollo Real Asset Managers provide investment management services to more than one Client; (ii) Clients may have one or more overlapping investment objectives or strategies; and (iii) the Apollo Real Asset Managers are affiliated with other Apollo Managers that provide investment management services to other Apollo Funds that may also have overlapping investment objectives or strategies. In addition, the portfolio investment strategies employed by an Apollo Real Asset Manager for current and future Clients and/or by Apollo Managers for other Apollo Funds could conflict with the strategies employed by another Apollo Real Asset Manager for current and future Clients and may affect the prices and availability of the securities and other assets in which such Clients invest. An Apollo Real Asset Manager or another Apollo Manager also may advise Apollo Funds or Co-Investment Vehicles with conflicting investment objectives or strategies. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Apollo Funds or Co-Investment Vehicles. As part of Apollo’s integrated platform, certain management persons of the Apollo Real Asset Managers provide services to other pooled investment vehicles or investment companies sponsored by Apollo. By way of example, management persons of the Apollo Real Asset Managers that are involved in providing portfolio management services to certain Clients have direct incentive compensation arrangements with other Apollo Funds that pay incentive fees to their general partners. Such management persons are incentivized to (i) dedicate additional time and resources to other Apollo Funds with which such persons have a direct incentive compensation arrangement and (ii) allocate attractive investment opportunities to such Apollo Funds instead of Clients each of which may have a detrimental effect on the performance of these Clients. Certain Apollo Real Asset Managers from time to time, and without notice, in-source and/or outsource to their respective affiliates and third parties, certain of their respective processes or functions to provide, among other things, investment accounting and risk management services. Apollo Real Asset Managers address these conflicts of interest by providing in Apollo’s Code of Ethics, as described in Item 11, that all supervised persons have a duty to act in the best interests of each Client, providing training to supervised persons with respect to conflicts of interest and how such conflicts are resolved under Apollo’s policies and procedures, and through the implementation of the investment allocation procedures described above in Item 6. Diverse Membership. Investors in Clients include taxable and tax-exempt entities and persons domiciled or organized in various jurisdictions and subject to different tax and regulatory regimes. When investors and Clients co-invest alongside each other, they may have conflicting investment, tax and other interests, relating to, among other things, the nature of investments made by the Client, the structuring or the acquisition of investments and the nature and timing of disposition of investments. As a result, conflicts of interest may arise in connection with decisions made by the Apollo Real Asset Managers, including as to the nature and structure of investments, that may be more beneficial for one type of investor than for another type of investor. The results of a Client’s activities may affect individual investors differently, depending upon their individual financial and tax situations. For example, the timing of a cash distribution or of an event of realization of gain or loss and its characterization as long-term or short-term gain or loss may affect investors differently. In addition, Clients may make investments that may have a negative impact on related investments made by investors in separate transactions. Furthermore, under the new U.S. partnership audit regime, decisions made by the Apollo Managers (or other partnership representative) in connection with tax audits (including whether or not to make an election under those rules) may be more beneficial to one type of investor than another type of investor. Also, if a Client were required to qualify as a venture capital operating company or a real estate operating company for purposes of the Employee Retirement Income Security Act of 1974, as amended, this could restrict, at any given time, the level of investment which the Client would be able to make in entities that do not qualify as operating companies and/or pursuant to which the Client was unable to attain management rights. In selecting, structuring and managing investments appropriate for Clients, the Apollo Real Asset Managers consider the investment and tax objectives of the Client or Clients as a whole, not the investment, tax or other objectives of any investor individually. However, there can be no assurance that a result will not be more advantageous to some Clients or investors than to others or to affiliates of the Apollo Real Asset Managers than to a particular Client or investor. Directors of Portfolio Companies. Additional conflicts of interest may arise because Apollo partners, principals and employees (including personnel of the Apollo Real Asset Managers) serve as directors of, or acquire observer rights with respect to, certain portfolio companies in which Clients invest. In the event an Apollo Real Asset Manager or a related person (i) obtains material non-public information in such capacity with respect to any such company or (ii) is subject to trading restrictions pursuant to the internal policies of such company, the Apollo Real Asset Managers may be prohibited from engaging in transactions with respect to the securities or instruments of such company. Such a prohibition may have an adverse effect on Clients. In addition to any fiduciary duties that Apollo partners, principals and employees may owe to the Clients, as directors of portfolio companies, these Apollo partners and principals owe fiduciary duties to other owners of the portfolio companies, which may be other Clients, and to persons other than Clients.

In general, such director or similar positions are often important to Clients’ (and any other Apollo Funds with a similar investment focus) investment strategies and may have the effect of enhancing the ability of the Apollo Real Asset Managers and their affiliates to manage investments. However, such positions may have the effect of impairing the ability of the Apollo Real Asset Managers to sell the related securities when, and upon the terms, they may otherwise desire. In addition, because of the potential conflicting fiduciary duties that Apollo partners, principals and employees owe to a portfolio investment, on one hand, and that the Apollo Real Asset Managers owe to the Clients, on the other hand, such positions may place the Apollo partners, principals and employees in a position where they must make a decision that is either not in the best interests of the Clients or not in the best interests of the other owners of the portfolio investment. Should an Apollo partner, principal or employee make a decision that is not in the best interests of the shareholders of a portfolio investment, such decision may subject one or more Apollo Real Asset Managers and any applicable Client to claims that they would not otherwise be subject to as an investor, including claims of breach of the duty of loyalty, securities claims and other director- related claims. In general, Clients will indemnify the Apollo Real Asset Managers and their partners, principals and employees from such claims. In addition, the Apollo partners, principals and employees may make decisions for a portfolio investment that negatively impact returns received by a Client investing in the portfolio investment or in other investments or, conversely, an Apollo Real Asset Manager could make a decision that negatively impacts a portfolio investment and the returns for the other Clients that may be invested in the portfolio investment. Apollo partners and principals may also make decisions for a portfolio investment that result in the Apollo Real Asset Managers being restricted in choosing certain investments for Clients, which could negatively impact returns received by the Client. For example, an Apollo Real Asset Manager would be restricted in choosing investments for a Client if an Apollo partner, principal or employee obtained certain material non-public information. Standards of Care and Indemnification. The Governing Documents of most Clients contain provisions that, subject to applicable law, reduce or modify the duties that certain persons would otherwise owe to such Client or its investors. Pursuant to the typical standard of care set forth in the exculpation and indemnification provisions of the applicable Governing Documents, the Apollo Real Asset Managers and each of their affiliates (including AGM) and each officer, director, partner, member, manager, shareholder and employee of the foregoing, and each member of the advisory board, if applicable (including, solely in connection with matters relating to the advisory board, the investor and/or other person on whose behalf the advisory board member is serving), will be indemnified and held harmless from losses sustained from any act or omission in connection with Clients’ activities, absent bad faith, gross negligence, willful misconduct, fraud or willful or reckless disregard of their duties and may receive advances for any fees, costs and expenses incurred in the defense or settlement of any claim that may be subject to a right of indemnification. For example, in their capacity as directors of portfolio investments, the officers, directors, partners, members, managers, employees and shareholders of the Apollo Real Asset Managers or their respective affiliates may be subject to derivative or other similar claims brought by shareholders of such companies. The fees, costs, expenses (whether or not advanced) and other liabilities resulting from such indemnification obligations are Operating Expenses and will be paid or otherwise borne by Clients (including by satisfaction out of unpaid capital contributions of their respective limited partners, shareholders or other investors).

The application of the foregoing standards may result in Clients or investors in such Clients having a more limited right of action than they would have had in the absence of such standards. In the case of “gross negligence,” this standard of care has been held in some jurisdictions to involve conduct that is closer to willful misconduct. Further, members of advisory boards are held only to a duty of good faith, and generally will be considered to have acted in good faith even if considering only the interests of the investor and/or other person on whose behalf the advisory board member is serving. As a result, even though such exculpation and indemnification provisions in a Client’s Governing Documents will not act as a waiver of an investor’s right under U.S. securities law (which is not permitted to be waived), the application of the foregoing standards may result in such Client bearing significant financial losses even where such losses were caused by the negligence (even if heightened) of such covered persons. Such financial losses may have an adverse effect on the returns to the Client or an investor in a Client and, if the Client’s assets are insufficient to satisfy such Client’s indemnification obligations, an investor may be required to return amounts distributed to it, subject to any limitations set forth in such Client’s Governing Documents. Client Advisory Boards. Certain Clients have advisory boards that consist of representatives of certain investors in such Clients. Certain Clients also have the ability to create subcommittees of their advisory boards to address certain categories of topics, such as expense allocations, valuations and other topics. Any approval or consent given by a subcommittee will be treated as an approval or consent given by the applicable advisory board. Any approval or consent given by such advisory boards (or subcommittees) tends to be binding on such Clients and all of their investors. Advisory boards are also authorized to give approvals or consents required under the Advisers Act, including under Section 206(3) of the Advisers Act. To the extent that an investor is not represented by a member of a Client’s advisory board, such investor will have no influence over matters submitted to the advisory board for approval. Although the Apollo Real Asset Managers have adopted policies and procedures designed to manage conflicts among Clients, members of the advisory boards may themselves have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted for consideration or review to the advisory boards on which they serve. In such instances, the Apollo Real Asset Managers expect that such advisory board members will act in the best interest of the Client that it represents; however, there is no assurance that such conflicts of interest will be eliminated. The Governing Documents of a Client will typically provide that the advisory board of such Client review or consent to a particular transaction or conflict of interest. However, in certain instances (e.g., when a portfolio investment is publicly traded or if a Client does not control the portfolio investment), the Apollo Real Asset Manager may defer to the judgment of the board of directors (or equivalent governing body) of the applicable portfolio investment of such Client to review or consent to a particular transaction or conflict of interest. Information Barriers and the Restricted List. Apollo currently operates without ethical screens or information barriers that other firms implement to separate persons who make investment decisions from others who might possess material non-public information that could influence such decisions. In an effort to manage possible risks arising from Apollo’s decision not to implement such screens, Apollo maintains a Code of Ethics, as described in Item 11, and provides training to supervised persons with respect to conflicts of interest and how such conflicts are resolved under Apollo’s policies and procedures. In addition, Apollo’s Compliance department maintains a list of restricted securities as to which Apollo may have access to material non-public information and in which Clients are not permitted to trade without prior approval from the Compliance department. In the event that any Apollo employee obtains such material non-public information, the Apollo Real Asset Managers will be restricted in acquiring or disposing investments on behalf of Clients, which could impact the returns generated for Clients. Similarly, if one Apollo Manager (e.g., the Real Asset Managers) acquires confidential or material non-public information, the other Apollo Managers (e.g., the Apollo Credit Managers and Apollo Private Equity Managers) will be restricted in acquiring or disposing investments on behalf of their clients. Notwithstanding the maintenance of a restricted list and other internal controls, it is possible that the internal controls relating to the management of material non-public information could fail and result in an Apollo Real Asset Manager, or one of its investment professionals, buying or selling a security while Apollo is in possession of material non-public information. Inadvertent trading while Apollo is in possession of material non-public information could have adverse effects on the reputation of the Apollo Real Asset Managers, resulting in the imposition of regulatory or financial sanctions, and as a consequence, negatively impact the Apollo Real Asset Managers’ ability to perform investment management services on behalf of Clients. In addition, while Apollo currently operates without information barriers on an integrated basis, Apollo could be required by certain regulations, or decide that it is advisable, to establish information barriers. In such event, Apollo’s ability to operate as an integrated platform could also be impaired, which would limit the Apollo Real Asset Managers’ access to Apollo personnel and impair their ability to manage Clients’ investments in the manner in which they currently manage investments.

Investment Activity by Apollo and Affiliates. From time to time, various potential and actual conflicts of interest arise from the overall advisory, investment and other activities of the Apollo Real Asset Managers, their affiliates and their personnel. The Apollo Real Asset Managers will endeavor to resolve conflicts with respect to investment opportunities in a manner they deem equitable to the extent possible under the prevailing facts and circumstances. The Apollo Real Asset Managers’ affiliates invest, on behalf of themselves, in securities and other instruments that would be appropriate for, are held by, or may fall within the investment guidelines of a Client. The Apollo Real Asset Managers’ affiliates give advice or take action for their own accounts that may differ from, conflict with, or be adverse to, advice given to or action taken for Clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for, one or more Clients. Potential conflicts also arise due to the fact that the Apollo Real Asset Managers’ affiliates may have investments in some Clients but not in others or may have different levels of investments in the various Clients, and that each of the Clients may pay different levels of fees. Apollo, together with its Clients, engage in a broad range of business activities and invest in portfolio companies whose operations may be substantially similar to and/or competitive with the portfolio companies in which Clients have invested. The performance and operation of such competing businesses could conflict with and adversely affect the performance and operation of Clients’ portfolio companies or other investments and may adversely affect the prices and availability of other investments or of business opportunities or transactions available to such portfolio companies. Clients will not be acquiring an interest in such Apollo Funds or competing portfolio companies, nor will they be entitled to a share of any profits generated by such entities. Apollo will seek to resolve conflicts in a manner that Apollo determines in its discretion to be fair and equitable. Capital Structure Investments. The Apollo Real Asset Managers and their affiliates have ongoing relationships with many companies whose securities have been acquired by, or are being considered for investment by, Clients. From time to time, an Apollo Real Asset Manager will acquire securities or other financial instruments of an issuer for one Client, which are senior or junior securities or financial instruments of the same issuer that are held by, or acquired for, another Client or Apollo Fund (e.g., one Client may acquire senior debt while another Client or Apollo Fund may acquire subordinated debt). Conflicts of interest may arise in such circumstances. For example, in the event such issuer enters bankruptcy, the Client holding securities which are senior in bankruptcy preference may have the right to aggressively pursue the issuer’s assets to fully satisfy the issuer’s indebtedness to the Client, and as a fiduciary, the applicable Apollo Real Asset Manager might have an obligation to pursue such remedy on behalf of such Client. As a result, another Client holding assets of the same issuer which are more junior in the capital structure may not have access to sufficient assets of the issuer to completely satisfy its bankruptcy claim against the issuer and may suffer a loss.

In addressing certain of the potential conflicts of interest described herein, Apollo and/or the applicable Apollo Real Asset Manager may, but will not be obligated to, take one or more actions on behalf of a Client, including, without limitation, any one or more of the following: (i) causing a Client to remain passive in a situation in which it is otherwise entitled to vote, which may mean that such Client defers to the decision or judgment of an independent, third party investor in the same class of equity or debt securities or other financial instruments held by another Client; (ii) referring the matter to one or more persons that is not affiliated with Apollo to review or approve of an intended course of action with respect to such matter; (iii) consulting with the limited partners on such matter or otherwise requesting that the limited partners (or an advisory board) approve such matter; (iv) establishing ethical screens or information barriers to separate Apollo investment professionals or assigning different teams of Apollo investment professionals, in each case, who are supported by separate legal counsel and other advisers, to act independently of each other in representing different Clients or Clients that hold different classes, series or tranches of an issuer’s capital structure; (v) as between two Clients, ensuring (or seeking to ensure) that the underlying investors therein own interests in the same securities or financial instruments and in the same proportions so as to preserve an alignment of interest; or (vi) causing a Client to divest itself of a security or financial instrument or particular class, series or tranche of an issuer’s capital structure it might otherwise have held on to, including, without limitation, causing a Client to sell a security or financial instrument to one or more other Clients (or vice versa), limited partners or investors in such other Client. There can be no assurance that any of these measures will be feasible or effective in any particular situation and it is possible that the outcome for the Client will be less favorable than might otherwise have been the case if Apollo had not had duties to other Clients. The Apollo Real Asset Managers recognize that conflicts arise under such circumstances and will endeavor to treat all Clients fairly and equitably. To that end, the Apollo Real Asset Managers have adopted Apollo’s policies and procedures that are designed to address such potential conflicts of interest. The application of such policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Clients in different classes, series or tranches of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure), and as such, investors should expect some degree of variation, and potentially inconsistency, in the manner in which potential or actual conflicts are addressed. While Apollo’s policies and procedures for addressing the conflicts between Clients in these situations are intended to resolve the conflicts in an impartial manner, there can be no assurance that the Apollo Real Asset Managers’ own interests will not influence its conduct.

Insurance Coverage. The Apollo Funds, other than the publicly traded funds managed by subsidiaries of Apollo, are covered under Apollo’s professional liability insurance policy and do not separately maintain professional liability insurance. To the extent a claim arises relating to any of the insureds during a policy period that erodes some or all of the limits under Apollo’s policy, there will be less coverage, or potentially no coverage, available for all of the insureds under the policy for the remainder of the policy period.

Other Agreements and Arrangements. The general partner, on its own behalf or on behalf of a Client, may enter into a side letter or similar written agreement with a limited partner without the approval of any other limited partner, that has the effect of establishing rights under, or altering or supplementing the terms of or confirming the interpretation of the applicable Governing Documents in order to meet certain requirements or requests of such investor. Such other agreements will generally be based on such factors as the size of a limited partner’s investment, a limited partner’s existing relationships with Apollo or any particular regulatory or legal considerations applicable to a limited partner, but the general partner may enter into such other agreements for any reason it deems necessary, advisable, desirable or convenient. As a result, returns may vary from limited partner to limited partner depending on any arrangements applicable to a given limited partner’s investment in the Client. The general partner will not be obligated to offer or disclose such terms to any other limited partner. The Apollo Real Asset Managers and their affiliates may enter into arrangements from time to time with third party service providers and suppliers to facilitate the negotiation of terms that are more favorable than those that any individual Client or portfolio company could obtain for itself. Examples include, but are not limited to, fee discounts or bulk purchasing programs that leverage the combined purchasing power of portfolio companies and Apollo. While the Apollo Real Asset Managers believe that all Clients benefit from these arrangements, they may involve conflicts of interest between Clients and/or between Clients and Apollo. For example, a small portfolio company owned by one Client may benefit from the purchasing power of a larger portfolio company owned by another Client; or Apollo may benefit from a discount (e.g., for office supplies or travel services) that was negotiated on the basis of the combined purchasing power of Apollo and portfolio companies owned by Clients. The Apollo Real Asset Managers and their affiliates may also enter into formal or informal arrangements with portfolio companies to facilitate the sharing of data and/or data analytics. Subject to applicable legal, regulatory and contractual requirements, these information sharing arrangements are designed to allow Apollo, its Clients and its Clients’ portfolio companies to better discern economic or other trends and developments. The Apollo Real Asset Managers believe that all Clients benefit from these arrangements in ways that would be impossible without the ability to aggregate data from across Apollo’s businesses and its Clients’ portfolio companies. However, information sharing may involve conflicts of interest between Clients and/or between Clients and Apollo. For example, data analytics based on inputs from one portfolio company may inform business decisions by other portfolio companies, or investment decisions by the Apollo Real Asset Managers and their affiliates, without the source of the data being directly compensated. The Apollo Real Asset Managers and their affiliates may utilize such data outside of Client activities in a manner that may provide a material benefit to Apollo, without directly compensating or otherwise benefiting Clients. As a result, Apollo may have an incentive to pursue investments (on its own behalf or on behalf of Clients) based on the data that may be accessible as a result of owning such investments, and/or to utilize such data in a manner that benefits Apollo and/or investments held by other Clients. It is impractical, and in many cases impossible, to measure exactly the benefits that any individual entity may derive from these kinds of arrangements, or to provide for specific and direct monetary compensation from the recipients of a particular benefit to the sources of the data or the purchasing power (as applicable) that enabled the benefit to be obtained. As a result, Clients may not be directly compensated for their role in obtaining such benefits, and any such benefits that Apollo receives will not be subject to management fee offset provisions or otherwise shared with Clients. However, the Apollo Real Asset Managers believe that these arrangements provide benefits for all Clients that would not be obtainable without the conflicts of interest that they entail, and that on the whole the benefits of such arrangements exceed any impact of such conflicts. please register to get more info

Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
Code of Ethics
The Apollo Real Asset Managers have adopted Apollo’s Code of Ethics (the “Code of Ethics”) to ensure compliance with Rule 204A-1 under the Advisers Act. The Code of Ethics applies to all partners, principals, directors, officers, employees and supervised persons of Apollo (each a “Covered Person”). The Apollo Real Asset Managers strive to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. Accordingly, the Code of Ethics incorporates the following general principles that all Covered Persons are expected to uphold: (i) Covered Persons must at all times place the interests of the Apollo Real Asset Funds first; (ii) all personal securities transactions must be conducted in a manner consistent with the Code of Ethics and any actual or potential conflicts of interest or any abuse of a Covered Persons’ position of trust and responsibility must be avoided; (iii) Covered Persons must not take inappropriate advantage of their positions; (iv) information concerning the identity of securities and financial circumstances of the Apollo Real Asset Funds, including investors in Apollo Real Asset Funds, must be kept confidential; and (v) independence in the investment decision-making process must be maintained at all times.

Finally, Covered Persons are required to comply with applicable federal securities laws at all times.
Personal Trading Restrictions
The Code of Ethics requires that Covered Persons’ personal investment activities comply with all applicable laws and regulations. In addition, Covered Persons are required to obtain prior approval for all securities transactions (including, but not limited to, investments in private placements and limited offerings) other than those involving: government and municipal securities; exchange- traded funds and closed-end funds; mutual funds (i.e., open ended investment companies); variable annuities; commodities; and transactions in fully-managed accounts. Covered Persons are prohibited from purchasing securities in initial public offerings. The Code of Ethics provides that approval will not be granted for securities of companies on Apollo’s restricted list. Further, approval will not be granted for short sales and proposed securities transactions in securities of companies with a market capitalization for the outstanding equity on the date of trade of more than $100 million and less than $10 billion. This “market-capitalization band” may be changed from time to time.
Personal Securities Holdings and Transaction Reports
Subject to limited exceptions, each Covered Person must periodically submit to the Chief Compliance Officer or designee a report of the holdings and transactions in the accounts in which the following persons have a direct or indirect beneficial ownership interest or over which the following persons exercise any investment control, influence or discretion: (i) the Covered Person; (ii) any member of the Covered Person’s immediate family and to whose support the Covered Person significantly contributes, which may include the Covered Person’s spouse, children, stepchildren, grandchildren, parents, grandparents, stepparents, siblings, persons with whom a Covered Person has an adoptive or in-law relationship; or (iii) any other person to whom the Covered Person significantly contributes (each individual identified in clauses (ii) and (iii) a “Relevant Person”). The holdings report must contain, at a minimum: (i) the title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each reportable security in which the Relevant Persons have any direct or indirect beneficial ownership; (ii) the name of any broker, dealer or bank with which the Relevant Persons maintain an account in which any securities are held for the Relevant Person’s direct or indirect benefit; (iii) if securities are held other than with a broker, dealer or bank, the location of the securities; and (iv) the date that the Covered Person submits the report to the Chief Compliance Officer or designee. The transaction reports must contain, at a minimum: (i) the date of the transaction, the title and, as applicable, the exchange ticker symbol or CUSIP number, the interest rate and maturity date, the number of shares and the principal amount of each reportable security involved; (ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (iii) the price of the security at which the transaction was effected; (iv) the name of the broker, dealer, bank or other financial institution with or through which the transaction was effected; (v) if not effected through a broker, dealer or bank, the location of the securities and a description of how the transaction was effected; and (vi) the date that the Covered Person submits the report to the Chief Compliance Officer or designee. Submission to the Chief Compliance Officer or designee of a duplicate copy of the most recent periodic financial institution statements of the Relevant Persons, will be sufficient to fulfill the holdings and transactions report requirement if such financial institution statements include all required information for all securities. The Chief Compliance Officer or designee will ensure that duplicate account information for all Relevant Persons is sent directly to the Chief Compliance Officer, designee or electronically through Apollo’s personal trading system. The Code of Ethics requires each Covered Person to prepare or certify, on at least an annual basis, reports of securities holdings and transactions.
Material Non-Public Information
The Code of Ethics includes policies and procedures concerning “inside information” (the “Insider Trading Policies”) that are designed to prevent the misuse of material non-public information. Covered Persons are required to certify to their compliance with the Code of Ethics, including the Insider Trading Policies, on a periodic basis. The Insider Trading Policies prohibit the Apollo Real Asset Managers and Covered Persons from trading for Clients or themselves or recommending trading in securities of a company while in possession of material non-public information (“Inside Information”) about the company and from disclosing such information to any person not entitled to receive it. By reason of their various activities, Apollo Real Asset Managers may have access to Inside Information and, as a result, be restricted from effecting transactions in certain investments that might otherwise have been initiated. For example, there may be certain cases where the Apollo Real Asset Managers or their personnel receive Inside Information due to their various activities on behalf of Apollo Real Asset Funds, which could result in limited liquidity for a Client if it desires to engage in a disposition transaction or result in the Apollo Real Asset Managers or their personnel being prohibited from using such information for the benefit of Clients. By way of another example, Apollo’s investment professionals must obtain approval from Compliance prior to engaging any expert network and must send affirmations indicating that they did not receive material non-public information and that the expert did not breach any duty of confidentiality. The Apollo Real Asset Managers seek to minimize those cases whenever possible, consistent with applicable law and the Insider Trading Policies, but there can be no assurance that such efforts will be successful and that such restrictions will not occur. Apollo’s investment professionals receive initial and annual training in the use of expert networks and paid consultants. Other Provisions of the Code of Ethics Covered Persons are subject to additional standards of conduct relating to the use of funds and property, conflicts of interest and opportunities belonging to the Clients, managing investments of related parties and general standards of conduct, including the conduct expected when dealing with Clients and the investors in Clients. In addition, Covered Persons are subject to Apollo’s anti- money laundering procedures. Covered Persons are required to certify periodically that they have complied with the terms of the Code of Ethics. Violations of the Code of Ethics are subject to the imposition of sanctions, up to and including termination. A copy of the Code of Ethics will be provided to any Client or prospective Client upon request.

Cross Trades and Principal Transactions
Apollo Real Asset Managers direct, from time to time and subject to applicable Client investment guidelines and restrictions, one Client to sell securities to another Client (or with other Apollo Funds) through a “cross trade.” Cross trades are executed with the assistance of a broker-dealer or as an “internal cross” where the Clients’ custodian(s) is instructed to book the transaction at a price determined in accordance with Apollo’s cross trades policies. No fees will be charged by Apollo Real Asset Managers or their affiliates to Clients in connection with the completion of a cross trade. Cross trades are viewed as principal transactions in limited circumstances due to the ownership interest in the Client by the Apollo Real Asset Managers and their personnel.

Cross trades and principal transactions give rise to conflicts of interest between Clients and between Clients and Apollo. For example, one Client could be advantaged to the detriment of another Client if the securities being exchanged are not priced in a manner that reflects their fair value. In addition, the Apollo Real Asset Managers could use their investment authority to transfer unappealing securities from one Client to another Client.

Clients may also have the opportunity to engage in commercial or consumer loan transactions provided or sponsored by an affiliate of the Apollo Real Asset Managers. There may be potential conflicts of interest relating to these transactions.

To the extent that any cross trades or affiliate transaction described above may be viewed as a principal transaction due to the ownership interest in the Client of Apollo and its personnel, Apollo will comply with the requirements of Section 206(3) of the Advisers Act and its internal policies and procedures. Specifically, the applicable Apollo investment professionals must provide notice to, and obtain the approval of, the Chief Compliance Officer or designee, the Client’s portfolio manager and a member of the Legal department, prior to executing a principal trade or cross trade. When reviewing a proposed principal trade or cross trade, the Chief Compliance Officer or designee and the Client will confirm, among other things: (i) that such trade is allowed by the applicable Client’s investment guidelines; (ii) that AGREM’s valuation procedures were followed when pricing the transaction, including obtaining a third party valuation when appropriate; and (iii) in the case of principal trades, that notice of the specific trade was provided to the Client and written consent from the Client was obtained. Family Offices Apollo’s three managing partners have established family offices to provide investment advisory, accounting, administrative and other services to their respective family accounts (including certain charitable accounts) in connection with their personal investment activities unrelated to their investments in Apollo entities. The investment activities of the family offices, and the involvement of the managing partners in these activities, could give rise to potential conflicts between the personal financial interests of the managing partners and the interests of Apollo Clients. Each of the family offices employs its own professional staff at its own expense, and each of them conducts its day-to-day operations independently of Apollo. Apollo has adopted certain procedures designed to mitigate some of these potential conflicts including, by way of example:

(i) investment professionals, employed by the family offices, to refrain from making direct investments in portfolio investments that are controlled by Apollo Clients or that are the subject of announced transactions involving Apollo Clients; (ii) any investment opportunity sourced directly by a managing partner must be reviewed by Apollo for allocation to an Apollo Client prior to review or investment by any managing partner’s family office; (iii) the managing partners do not participate in decisions to invest in, nor do they have investment discretion with respect to, bank loans and certain liquid securities in which their respective family offices may invest, but they do make decisions on behalf of their respective family offices relating to allocations among strategies, asset classes, sectors and internal and external portfolio managers. For this purpose, the managing partners do not have access to individual position-level data concerning the investments held in the family office accounts until after such investments are made. In order to seek to mitigate potential conflicts of interest, such investments are reviewed by Apollo for potential conflicts of interest with Apollo but are not reviewed with respect to allocation decisions on behalf of Clients; and (iv) the managing partners may provide guidance or participate in investment decisions on behalf of their respective family offices in connection with illiquid transactions. With respect to these investments, the family offices’ investment professionals (but not the applicable Apollo managing partner himself) may source opportunities, but only opportunities which are not likely to overlap with the interests of Clients. These procedures are designed to seek to mitigate conflicts of interest; however, there will be situations where a family office may, with respect to certain asset classes, review and invest in investment opportunities, which may have some overlap with the mandates of Clients. Potential Duties to AGM Shareholders The Apollo Real Asset Managers are affiliates of AGM. The Class A shares of AGM are publicly traded on the New York Stock Exchange. As a result, the Apollo Real Asset Managers have duties or incentives relating to the interests of AGM’s shareholders that differ from, and that could conflict with, the interests of their Clients and their investors, such as conflicts arising from the allocation of expenses, fee offsets and investment opportunities (including without limitation, opportunities in the asset management and financial services industries). The Apollo Real Asset Managers will endeavor to resolve such conflicts in a manner they deem fair and equitable to the extent possible under the prevailing facts and circumstances. The Apollo Real Asset Managers will seek to allocate investment opportunities in the asset management and financial services industries between AGM and Clients in accordance with their respective Governing Documents and after evaluating such opportunities based on the facts and circumstances. Such investment opportunities may be reviewed by the AGM Allocations Committee. In the past, the application of such policies has resulted in the allocation by AGM of certain investment opportunities relating to the investment management business to Apollo rather than to clients (e.g., the acquisition of other financial service businesses), and Apollo may allocate such opportunities in a similar manner in the future. please register to get more info

Brokerage Practices
Execution
Apollo Real Asset Managers have absolute discretion in selecting brokers to execute portfolio transactions and must use reasonable diligence to ascertain the best market price for all securities bought or sold in that market so that the price to the Clients is as favorable as possible under prevailing market conditions. The determinative factor is not always the lowest possible per security price or commission, but whether the transaction represents the best qualitative and quantitative execution for the Client. The Apollo Real Asset Managers consider the full range of a broker’s services in assessing best execution and may not pay the lowest commission rates available. The Apollo Real Asset Managers consider the following factors in selecting brokers for portfolio transactions: (i) the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); (ii) the operational efficiency with which transactions are effected, taking into account the size of order and difficulty of execution; (iii) the financial strength, integrity and stability of the broker; (iv) the broker firm’s risk in positioning a block of securities; (v) the quality, comprehensiveness and frequency of available research services; and (vi) the competitiveness of commission rates in comparison with other brokers satisfying the Apollo Real Asset Managers’ other selection criteria. The Apollo Real Asset Managers are not required to weigh any of these factors equally. The Apollo Real Asset Managers may invest on behalf of Clients in senior loans, debt securities, derivatives, hedges and other instruments, which typically do not involve brokers or brokerage commissions, although an assignment fee is often charged by the administrative agent for a particular loan and fees may be payable when buying and selling bank loans. The Apollo Real Asset Managers may buy or sell securities directly from or to a dealer acting as principal at prices that include markups or markdowns.
Soft Dollars
The Governing Documents of certain Apollo Real Asset Funds authorize the use of “soft dollars.” The term soft dollars refers to the receipt by Apollo Real Asset Managers of products and services provided by brokers without any cash payment by Apollo Real Asset Managers, based on the volume of revenues generated from brokerage commissions for transactions executed for Apollo Real Asset Funds. Apollo Real Asset Managers do not enter into formal soft dollar arrangements with broker-dealers. The Apollo Real Asset Managers in the ordinary course may receive unsolicited research products and brokerage services from full service broker-dealers as part of their full range of services. Such unsolicited materials might benefit Clients and therefore could be construed as soft dollars. Section 28(e) of the Securities and Exchange Act of 1934 (the “Exchange Act”), provides a “safe harbor” to investment managers who use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to investment managers in the performance of their investment decision-making responsibilities. Although certain Apollo Real Asset Managers have the discretion to use soft dollars to obtain services and products that would not be within the safe harbor afforded by Section 28(e) of the Exchange Act and for which it would otherwise be required to pay in cash, they have no plans to do so, and will notify the Apollo Real Asset Funds of any change to that policy. Consistent with Section 28(e) of the Exchange Act, research products or services obtained by brokers for execution of transactions in connection with one or more Clients may be used by an Apollo Real Asset Manager or another Apollo Manager to service one or more other clients, including clients that may not have paid for the benefits. Apollo Real Asset Managers do not seek to allocate such benefits to their Clients in proportion to the amount of transactions each Client generates.
Order Aggregation
If an Apollo Real Asset Manager determines that the purchase or sale of the same security is in the best interest of more than one Client, the Apollo Real Asset Manager may, but is not obligated to, aggregate orders in order to reduce transaction costs. When an aggregated order is filled through multiple trades at different prices from the same time period within a trade day, each participating Client will receive the average price with transaction costs allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by the Apollo Real Asset Manager. In the event of a partial fill, allocations generally will be made pro rata based on the initial order but may be modified on a basis that the Apollo Real Asset Manager deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. This may result in allocations of certain investments on other than a pro rata basis. See Item 6 for additional information on investment allocations. please register to get more info

Review of Accounts
The portfolio managers across Clients managed by the Apollo Real Asset Managers engage in ongoing monitoring of each investment. In addition, the Apollo Real Asset Managers conduct thorough periodic reviews of Client accounts in order to assess trends that impact an individual investment’s ability to generate cash, profitability, asset values, financing needs, potential liability and ability to service any debts.

The Apollo Investment Practices Committee (the “IPC”) meets on a quarterly basis to review portfolio management, investment processes and related documents evidencing compliance with written policies and procedures for all Apollo Funds. The IPC provides oversight of issues relating to the investment and trading of Apollo Funds, such as allocations and best execution. The IPC ensures certain management reports and certifications are reviewed by members of Apollo’s Compliance, Finance, Operations, Risk and Legal departments. Certain Apollo Real Asset Funds (other than ARI) deliver newsletters to investors on a periodic basis. The newsletters summarize the performance of the applicable Apollo Real Asset Fund and provide a market outlook, exposure information and the net asset value. The Clients also generally deliver audited financial statements on an annual basis, within 120 days after the end of the applicable Client’s fiscal year end (or 180 days after year end in the case of funds-of-funds). As a result of ARI’s public offering of its common stock, ARI is subject to the information and reporting requirements of the Exchange Act. ARI files periodic reports and proxy statements. Annual reports containing audited financial information for each year and quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information are available to stockholders. please register to get more info

Client Referrals and Other Compensation The general partner of a Client enters into arrangements with and compensates unaffiliated third parties for investor referrals to the Client. These solicitation arrangements will be fully disclosed to affected investors. Generally, the terms of such arrangements vary and allow the general partner of Client to cause the applicable Client to pay the placement agent a fee equal to a percentage of capital contributions, Management Fees, incentive fees, incentive allocations or a combination of such contributions or fees borne by each investor introduced to a Client by the placement agent and reimburse the placement agent for expenses incurred by it in connection with such arrangements. In these cases, and where contemplated by the applicable Governing Documents of a Client, the applicable Apollo Real Asset Manager reduces its Management Fee on a dollar-for- dollar basis to the extent any such placement agent fees and related costs and expenses are borne by the Client. please register to get more info

Custody
Under the Advisers Act Rule 206(4)-2, the Apollo Real Asset Managers are deemed to have custody of the assets of certain Clients. These Clients receive annual audited financial statements from an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. These annual audited financial statements are then distributed to all investors no later than 120 days after the end of the applicable Client’s fiscal year-end. please register to get more info

Investment Discretion
The Apollo Real Asset Managers have full discretionary authority with respect to investment decisions, and their advice with respect to Clients is provided in accordance with the investment objectives and guidelines as set forth in their respective Governing Documents. The Governing Documents of Clients place limitations on the Apollo Real Asset Managers regarding their management of Clients, including: (i) the number of portfolio investments that Clients acquire; (ii) the size of portfolio investments; (iii) the amount of leverage that Clients use to acquire portfolio investments; and (iv) the percentage of portfolio investments acquired by Clients that are organized and operated primarily outside of the U.S. Certain limited partners of a Client negotiate with the general partners in side letter agreements for more specific limitations applicable to the limited partner, such as prohibited investments in specified countries that result in such limited partner (but not the Client itself) not participating in such prohibited investments. AGREM is delegated the authority to consummate investments on behalf of Clients by the terms of the Governing Documents entered into between a Client and the relevant Apollo Real Asset Manager. ACREFI has formed an investment committee (the “ACREFI Investment Committee”) that will advise and consult with ACREFI’s senior management team with respect to ARI’s investment strategy, investment portfolio holdings, sourcing, financing and leverage strategies and investment guidelines and will approve ARI’s investments. All investments by ACREFI require the approval of the ACREFI Investment Committee. While ACREFI manages ARI’s investment portfolio pursuant to broad investment guidelines, ACREFI has discretionary authority with respect to individual investment decisions, which generally do not require the approval of ARI’s board of directors. please register to get more info

Voting Client Securities
The Apollo Real Asset Managers have been delegated the authority to vote proxies regarding their Client accounts. The Apollo Real Asset Managers have conflicts of interest where they have a substantial business relationship with a company, and the failure to vote in favor of company management could harm the Apollo Real Asset Managers’ relationship with management. Conflicts also arise in the event a senior executive of a company and principal of Apollo have a significant personal relationship that could affect how the adviser votes on a matter relating to the company. The Apollo Real Asset Managers have adopted and implemented Apollo’s policies and procedures which they believe are reasonably designed to ensure that the Apollo Real Asset Managers vote proxies, or elect not to vote proxies, in the best interests of their Clients. For example, if an Apollo representative sits on the board of directors of a portfolio investment that is the subject of a proxy, the Chief Compliance Officer or designee will undertake a review prior to any vote by the proxy recipient to determine whether a material conflict of interest exists between the applicable Apollo Real Asset Manager and the interests of its Client or between such Apollo Real Asset Manager and the portfolio investment shareholders. In the event that a material conflict of interest is identified, the Chief Compliance Officer or designee will take such steps as he or she deems necessary in order to determine how to vote the proxy in the best interests of the Client, including, but not limited to, consulting with the Legal department, outside counsel, a proxy consultant or the investment professionals responsible for the relevant portfolio investment. Clients may request from the applicable Apollo Real Asset Manager a copy of the proxy voting policy and a record of how proxies have been voted. please register to get more info

Financial Information
for its most recent fiscal year, is aware of any financial condition reasonably likely to impair its ability to meet its contractual commitments to Clients or has been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info