Exemption Application under Investment Company Act Form 40 APP/A
No. 812-15538
SECOND AMENDED AND RESTATED APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d)
AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER
THE ACT TO PERMIT CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS
17(d) AND 57(a)(4) OF THE ACT AND RULE 17d-l UNDER THE ACT
Investment Management Europe (Luxembourg) S.a r.l.,
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All Communications, Notices and Orders to:
Chief Executive Officer
(212) 515-3450
and
Chief Legal Officer
(212) 515-3450
Copies to:
This Application (including Exhibits) contains 132 pages
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| I. |
INTRODUCTION |
| A. |
Requested Relief |
In particular, the relief requested in this application (the "Application") would allow one or more Regulated Funds (including one or more MFIC Funds) and/or one or more Affiliated Funds to participate in the same investment opportunities where such participation would otherwise be prohibited under Section 17(d) or 57(a)(4) and the rules under the Act. All existing entities that currently intend to rely on the Order have been named as Applicants (defined below) and any existing or future entities that may rely on the Order in the future will comply with its terms and Conditions set forth in this Application.
The Order sought by this Application would supersede the order, dated
| B. |
Applicants Seeking Relief: |
The following Applicants each qualify as a
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Unless otherwise indicated, all section references herein are to the Act. |
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Unless otherwise indicated, all rule references herein are to rules under the Act. |
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Middle Market Apollo Institutional Private Lending ("MMAIPL") is a |
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The following Applicant qualifies as an
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The following Applicants each qualify as an Adviser:
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The investment advisers to the Existing Affiliated Funds (defined below) that are identified in Appendix A ("Existing Advisers to Affiliated Funds"), each of which is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act"). |
Each of the Apollo Proprietary Accounts (as defined below) identified in Appendix A are advised by an Apollo Adviser and may, from time to time, hold various financial assets in a principal capacity and currently intend to participate in the proposed co-investment program; and the investment vehicles identified in Appendix A (the "Existing Affiliated Funds" and, together with the Apollo Proprietary Accounts, MFIC, ADS, ADCF, ASPM, MMAIPL,
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Lord Abbett is not (i) an affiliated person (as defined in Section 2(a)(3) of the 1940 Act) of ACM (as defined below); or (ii) an affiliated person of an affiliated person of ACM (as defined below), except for the affiliation that arises as a result of serving as the investment adviser to |
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| C. |
Defined Terms |
"Adviser" means an Apollo Adviser (as defined below) or Lord Abbett.
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"Apollo Adviser" means AIM, ACM, ACC, ASRM, and the Existing Advisers to Affiliated Funds and any Future Apollo Adviser.
"Apollo Proprietary Account" means any Apollo Adviser or its affiliates in a principal capacity, and any direct or indirect, wholly- or majority-owned subsidiary of an Apollo Adviser or its affiliates that, from time to time, may hold various financial assets in a principal capacity.
"BDC" means a business development company under the Act.7
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"Board" means (i) with respect to a
"Board-Established Criteria"means criteria that the Board of a
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Affiliated Funds may include funds that are ultimately structured as collateralized loan obligation funds ("CLOs"). Such CLOs would be investment companies but for the exception provided in section 3(c)(7) of the Act or their ability to rely on rule 3a-7 of the Act. During the investment period of a CLO, the CLO may engage in certain transactions customary in CLO formations with another |
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Section 2(a)(48) defines a BDC to be any closed-end investment company that operates for the purpose of making investments in securities described in Section 55(a)(1) through 55(a)(3) and makes available significant managerial assistance with respect to the issuers of such securities. |
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"Close Affiliate" means the Advisers, the Regulated Funds, the Affiliated Funds and any other person described in Section 57(b) (after giving effect to Rule 57b-1) in respect of any
"Co-Investment Program" means the proposed co-investment program that would permit one or more Regulated Funds and/or one or more Affiliated Funds to participate in the same investment opportunities where such participation would otherwise be prohibited under Section 57(a)(4) and Rule 17d-1 by (a) co-investing with each other in securities issued by issuers in private placement transactions in which an Apollo Adviser negotiates terms in addition to price;8 and (b) making Follow-On Investments (as defined below).
"Co-Investment Transaction" means any transaction in which a
"Disposition"means the sale, exchange or other disposition of an interest in a security of an issuer.
"Eligible Directors" means, with respect to a
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"Future Apollo Adviser" means any future investment adviser that (i) controls, is controlled by, or is under common control with
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"Independent Director" means a member of the Board of any relevant entity who is not an "interested person" as defined in Section 2(a)(19) of the Act. No Independent Director of a
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The term "private placement transactions" means transactions in which the offer and sale of securities by the issuer are exempt from registration under the Securities Act of 1933 (the "Securities Act"). |
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"JT No-Action Letters" means
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"Objectives and Strategies" means (i) with respect to any
"Potential Co-Investment Transaction" means any investment opportunity in which a
"Pre-Boarding Investments" are investments in an issuer held by a
| (i) |
in transactions in which the only term negotiated by or on behalf of such funds was price in reliance on one of the JT No-Action Letters; or |
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in transactions occurring at least 90 days apart and without coordination between the |
"Regulated Funds" means MFIC, ADS, ADCF, ASPM, MMAIPL,
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"Remote Affiliate" means any person described in Section 57(e) in respect of any
"Required Majority" means a required majority, as defined in Section 57(o) of the Act.9
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In the case of a |
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"SBIC Subsidiary" means a Wholly-Owned Investment Sub that is licensed by the
"Tradable Security" means a security that meets the following criteria at the time of Disposition:
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it trades on a national securities exchange or designated offshore securities market as defined in rule 902(b) under the Securities Act; |
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it is not subject to restrictive agreements with the issuer or other security holders; and |
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it trades with sufficient volume and liquidity (findings as to which are documented by the Advisers to any Regulated Funds holding investments in the issuer and retained for the life of the |
"Wholly-Owned Investment Sub" means an entity (i) that is a wholly-owned subsidiary10 of a
| II. |
APPLICANTS |
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MFIC is a specialty finance company that is a closed-end, diversified management investment company incorporated in
MFIC's investment objective is to generate both current income and capital appreciation through debt and equity investments. MFIC invests primarily in middle market companies, where it believes the supply of primary capital is limited and investment opportunities are most attractive. MFIC's primary investment mandate (as more fully described in MFIC's disclosure documents, as may be amended or supplemented from time to time) is to focus on senior secured loans and subordinated and mezzanine investments and/or equity in private middle market companies, which may include an equity component such as warrants. MFIC may also invest in the securities of public companies. In addition, MFIC and its affiliated persons, as defined in Section 2(a)(3)(C) of the Act
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A "wholly-owned subsidiary" of a person is as defined in Section 2(a)(43) of the Act and means a company 95% or more of the outstanding voting securities of which are owned by such person. |
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("Affiliates"), together have the ability to provide "one stop" financing with the ability to hold larger investments than many of MFIC's competitors. The ability to hold larger investments benefits MFIC's stockholders by: (i) increasing flexibility, (ii) broadening market relationships and access to deal flow, (iii) allowing MFIC to optimize its portfolio composition, (iv) allowing MFIC to provide capital to middle market companies, which MFIC believes currently have limited access to capital from traditional lending sources, and (v) potentially increasing the availability of more favorable investment terms and protections.
MFIC's business and affairs are managed under the direction of a Board, which currently consists of seven members, four of whom are Independent Directors. MFIC's Board has delegated daily management and investment authority to AIM pursuant to an investment advisory and management agreement (the "Investment Advisory Agreement").
Merx, a vehicle owned by MFIC to engage in aircraft leasing and related businesses, is a
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ADS is a specialty finance company that is a closed-end,non-diversified management investment company organized as a
ADS' investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. ADS seeks to invest primarily in certain directly originated assets, including debt securities, made to or issued by large private
ADS' business and affairs are managed under the direction of a Board, which currently consists of five members, four of whom are Independent Directors.
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ADCF is a continuously offered, diversified, closed-end management investment company that is operated as an interval fund and is organized as a
ADCF's investment objective is to generate a retucomprised of both current income and capital appreciation with an emphasis on current income with low volatility and low correlation to the broader markets. ADCF pursues its investment objective through a "multi-asset" approach across private and public credit markets and is centered around five key strategy pillars: (1) corporate direct lending, (2) asset-backed lending, (3) performing credit, (4) dislocated credit and (5) structured credit. Under normal market conditions, ADCF will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in debt securities.
ADCF's business and affairs are managed under the direction of a Board, which currently consists of five members, four of whom are Independent Directors.
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ASPM is a continuously offered, non-diversified,closed-end management investment company that is organized as a
ASPM's investment objective is to seek to provide long-term capital appreciation. ASPM intends to pursue its investment objective by investing in a portfolio of private equity, private credit and other private assets (collectively, "private market investments"). The Fund's private market investments predominantly focus on private equity (including buyout and growth equity) and private credit strategies, and may opportunistically include select exposures in other private markets strategies including real assets, infrastructure and venture capital, among others. Under normal circumstances, ASPM seeks to invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in private market investments.
ASPM's business and affairs are managed under the direction of a Board, which consists of five members, four of whom are Independent Directors.
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Middle Market Apollo Institutional Private Lending |
MMAIPL is a closed-end,non-diversified management investment company organized as a
MMAIPL's investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. MMAIPL seeks to invest primarily in certain directly originated assets, including debt securities, made to or issued by private
MMAIPL's business and affairs are managed under the direction of a Board, which currently consists of five members, three of whom are Independent Directors.
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Lord Abbett FlexibleIncome Fund |
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AIM, a
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Pursuant to the administration agreement,
Both
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ACM is a
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ACC is a
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ASRM is a
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Lord Abbett is a
Lord Abbett will delegate responsibility for the Co-Investment Program described herein to an Apollo Adviser and cannot cause the
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Existing Affiliated Funds |
The Existing Advisers to Affiliated Funds are the investment advisers to the Existing Affiliated Funds. Each of the Existing Advisers to Affiliated Funds is registered as an investment adviser under the Advisers Act. A complete list of the Existing Affiliated Funds and the Existing Advisers to Affiliated Funds is included in Appendix A.
| III. |
ORDER REQUESTED |
The Applicants respectfully request an Order of the Commission under Sections 17(d) and 57(i) and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the "Conditions"), a
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The Regulated Funds and the Affiliated Funds seek relief to enter into Co-Investment Transactions because such Co-Investment Transactions would otherwise be prohibited by either or both of Section 17(d) or Section 57(a)(4) and the Rules under the Act. This Application seeks relief in order to (i) enable the Regulated Funds and Affiliated Funds to avoid, among other things, the practical commercial and/or economic difficulties of trying to structure, negotiate and persuade counterparties to enter into transactions while awaiting the granting of the relief requested in individual applications with respect to each Co-Investment Transaction that arises in the future and (ii) enable the Regulated Funds and the Affiliated Funds to avoid the significant legal and other expenses that would be incurred in preparing such individual applications.
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Overview |
Applicants include multiple advisers that are subsidiaries of AGM. The Apollo Advisers manage numerous credit, equity and real asset funds and separate accounts with a wide variety of mandates and aggregate assets of approximately
Lord Abbett is not an affiliated person (as defined in Section 2(a)(3) of the 1940 Act) of AGM. Lord Abbett is a wholly-owned subsidiary of
The Applicants discuss the need for the requested relief in greater detail in Section III.C. below.
The Apollo Advisers have established rigorous processes ensuring compliance with the Prior Order and for allocating initial investment opportunities, opportunities for subsequent investments in an issuer and dispositions of securities holdings reasonably designed to treat all clients fairly and equitably. As discussed below, these processes will be extended and modified in a manner reasonably designed to ensure that the additional transactions permitted under the Order will both (i) be fair and equitable to the Regulated Funds and the Affiliated Funds and (ii) comply with the Conditions contained in the Order.
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The Investment Process |
The investment process consists of three stages: (i) the identification and consideration of investment opportunities (including follow-on investment opportunities); (ii) order placement and allocation; and (iii) consideration by each applicable
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Identification and Consideration of Investment Opportunities |
The Apollo Advisers are organized and managed such that the individual portfolio managers, as well as the teams and committees of portfolio managers, analysts and senior management ("Investment Teams" and"Investment Committees"),11 responsible for evaluating investment opportunities and making investment decisions on behalf of clients are promptly notified of the opportunities.
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Investment Teams and Investment Committees responsible for an area of investment may include portfolio managers, analysts and senior management from among one or more of the Apollo Advisers. |
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Opportunities for Potential Co-Investment Transactions may arise when investment advisory personnel of an Apollo Adviser become aware of investment opportunities that may be appropriate for a
Applicants represent that, if the requested Order is granted, the investment advisory personnel of the Apollo Advisers to the Regulated Funds will be charged with making sure they identify, and participate in this process with respect to, each investment opportunity that falls within the Objectives and Strategies and Board-Established Criteria of each
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Order Placement and Allocation |
General. If the Apollo Adviser to a
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Representatives from each Apollo Adviser to a |
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Allocation Procedure. For each
If the aggregate Internal Orders for a Potential Co-Investment Transaction do not exceed the size of the investment opportunity immediately prior to the submission of the orders to the underwriter, broker, dealer or issuer, as applicable (the "External Submission"), then each Internal Order will be fulfilled as placed. If, on the other hand, the aggregate Internal Orders for a Potential Co-Investment Transaction exceed the size of the investment opportunity immediately prior to the External Submission, then the allocation of the opportunity will be made pro rata on the basis of the size of the Internal Orders.14 If, subsequent to such External Submission, the size of the opportunity is increased or decreased, or if the terms of such opportunity, or the facts and circumstances applicable to the Regulated Funds' or the Affiliated Funds' consideration of the opportunity, change, the participants will be permitted to submit revised Internal Orders in accordance with written allocation policies and procedures that the Apollo Advisers will establish, implement and maintain; provided that, if the size of the opportunity is decreased such that the aggregate of the original Internal Orders would exceed the amount of the remaining investment opportunity, then upon submitting any revised order amount to the Board of a
Compliance. The Applicants represent that the Apollo Advisers' allocation review process is a robust process designed as part of their overall compliance policies and procedures to ensure that every client is treated fairly and that the Apollo Advisers are following their allocation policies. The entire allocation process is monitored and reviewed by the compliance team, led by the chief compliance officer, and approved by the Board of each
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Approval of Potential Co-Investment Transactions |
A
In the case of a
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The reason for any such adjustment to a proposed order amount will be documented in writing and preserved in the records of the Apollo Adviser. |
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The Apollo Advisers will maintain records of all proposed order amounts, Internal Orders and External Submissions in conjunction with Potential Co-Investment Transactions. Each applicable Apollo Adviser will provide the Eligible Directors with information concerning the Affiliated Funds' and Regulated Funds' order sizes to assist the Eligible Directors with their review of the applicable |
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Further, Applicants believe that the existence of differing routes of approval between the BDC Downstream Funds and other Regulated Funds would not result in Applicants investing through the BDC Downstream Funds in order to avoid obtaining the approval of a
Applicants represent that the use of Independent Parties has been common practice in institutional funds for many years and sophisticated investors, including global institutional investors, have relied on their presence in fund structures to ensure equitable treatment. Moreover, although a traditional board of directors would not be required to approve Co-Investment Transactions for a
A
2. Delayed Settlement
All Regulated Funds and Affiliated Funds participating in a Co-Investment Transaction will invest at the same time, for the same price and with the same terms, conditions, class, registration rights and any other rights, so that none of them receives terms more favorable than any other. However, the settlement date for an
3. Permitted Follow-On Investments and Approval of Follow-On Investments
From time to time the Regulated Funds and Affiliated Funds may have opportunities to make Follow-On Investments in an issuer in which a
The Order would divide Follow-On Investments into two categories depending on whether the Regulated Funds and Affiliated Funds holding investments in the issuer previously participated in a Co-Investment Transaction with respect to the issuer and continue to hold any securities acquired in a Co-Investment Transaction for that issuer. If such Regulated Funds and Affiliated Funds have previously participated in a Co-Investment Transaction with respect to the issuer, then the terms and approval of the
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discussed in Section III.A.3.a. below and governed by Condition 8. These Follow-On Investments are referred to as "Standard Review Follow-Ons." If such Regulated Funds and Affiliated Funds have not previously participated in a Co-Investment Transaction with respect to the issuer, then the terms and approval of the
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Standard Review Follow-Ons |
A
A
A "
A "
Applicants believe that these Pro Rata Follow-On Investments and Non-NegotiatedFollow-On Investments do not present a significant opportunity for overreaching on the part of any Adviser and thus do not warrant the time or the attention of the Board. Pro Rata Follow-On Investments and Non-NegotiatedFollow-On Investments remain subject to the Board's periodic review in accordance with Condition 10.
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Enhanced Review Follow-Ons |
One or more Regulated Funds and/or one or more Affiliated Funds holding Pre-Boarding Investments may have the opportunity to make a
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Dispositions |
The Regulated Funds and Affiliated Funds may be presented with opportunities to sell, exchange or otherwise dispose of securities in a transaction that would be prohibited by Rule 17d-1 or Section 57(a)(4), as applicable. If the Order is granted, such Dispositions will be made in a manner that, over time, is fair and equitable to all of the Regulated and Affiliated Funds and in accordance with procedures set forth in the proposed Conditions to the Order and discussed below.
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See note 29, below. |
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The Order would divide these Dispositions into two categories: (i) if the Regulated Funds and Affiliated Funds holding investments in the issuer have previously participated in a Co-Investment Transaction with respect to the issuer and continue to hold any securities acquired in a Co-Investment Transaction for such issuer, then the terms and approval of the Disposition (hereinafter referred to as "Standard Review Dispositions") would be subject to the process discussed in Section III.A.4.a. below and governed by Condition 6; and (ii) if the Regulated Funds and Affiliated Funds have not previously participated in a Co-Investment Transaction with respect to the issuer, then the terms and approval of the Disposition (hereinafter referred to as "Enhanced Review Dispositions") would be subject to the same "onboarding process" discussed in Section III.A.4.b. below and governed by Condition 7.
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Standard Review Dispositions |
A
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A "Pro Rata Disposition" is a Disposition (i) in which the participation of each
In the case of a Tradable Security, approval of the required majority is not required for the Disposition if: (x) the Disposition is not to the issuer or any affiliated person of the issuer;17 and (y) the security is sold for cash in a transaction in which the only term negotiated by or on behalf of the participating Regulated Funds and Affiliated Funds is price. Pro Rata Dispositions and Dispositions of a Tradable Security remain subject to the Board's periodic review in accordance with Condition 10.
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Enhanced Review Dispositions |
One or more Regulated Funds and one or more Affiliated Funds that have not previously participated in a Co-Investment Transaction with respect to an issuer may have the opportunity to make a Disposition of Pre-Boarding Investments in a Potential Co-Investment Transaction. In these cases, the Regulated Funds and Affiliated Funds may rely on the Order to make such Disposition subject to the requirements of Condition 7. As discussed above, with respect to investment in a given issuer, the participating Regulated Funds and Affiliated Funds need only complete the onboarding process for the first Co-Investment Transaction, which may be an Enhanced Review Follow-On or an Enhanced Review Disposition.18 Subsequent Co-Investment Transactions with respect to the issuer will be governed by Condition 6 or 8 under the standard review process.
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See note 27, below. |
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In the case of a Tradable Security, Dispositions to the issuer or an affiliated person of the issuer are not permitted so that funds participating in the Disposition do not benefit to the detriment of Regulated Funds that remain invested in the issuer. For example, if a Disposition of a Tradable Security were permitted to be made to the issuer, the issuer may be reducing its short term assets (i.e., cash) to pay down long term liabilities. |
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However, with respect to an issuer, if a |
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5. Use of Wholly-Owned Investment Subs
MFIC, ADS, ADCF, ASPM, MMAIPL,
Applicants note that an entity could not be both a Wholly-Owned Investment Sub and a
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Applicable Law |
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Section 17(d) and Section57(a)(4) |
Section 17(d) of the Act generally prohibits an affiliated person (as defined in Section 2(a)(3) of the Act), or an affiliated person of such affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered investment company is a joint or a joint and several participant, in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the registered investment company on a basis different from or less advantageous than that of such other participant.
Similarly, with regard to BDCs, Section 57(a)(4) prohibits certain persons specified in Section 57(b) from participating in a joint transaction with the BDC, or a company controlled by the BDC, in contravention of rules as prescribed by the Commission. In particular, Section 57(a)(4) applies to:
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Any director, officer, employee, or member of an advisory board of a BDC or any person (other than the BDC itself) who is an affiliated person of the forgoing pursuant to Section 2(a)(3)(C); or |
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Any investment adviser or promoter of, general partner in, principal underwriter for, or person directly or indirectly either controlling, controlled by, or under common control with, a BDC (except the BDC itself and any person who, if it were not directly or indirectly controlled by the BDC, would not be directly or indirectly under the control of a person who controls the BDC);19 or any person who is an affiliated person of any of the forgoing within the meaning of Section 2(a)(3)(C) or (D). |
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Also excluded from this category by Rule 57b-1 is any person who would otherwise be included (a) solely because that person is directly or indirectly controlled by a business development company, or (b) solely because that person is, within the meaning of Section 2(a)(3)(C) or (D), an affiliated person of a person described in (a) above. |
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Pursuant to the foregoing application of Section 57(a)(4), BDC Downstream Funds on the one hand and other Regulated Funds and Affiliated Funds on the other, may not co-invest absent an exemptive order because the BDC Downstream Funds are controlled by a BDC and the Affiliated Funds and other Regulated Funds are included in Section 57(b).
Section 2(a)(3)(C) defines an "affiliated person" of another person to include any person directly or indirectly controlling, controlled by, or under common control with, such other person. Section 2(a)(3)(D) defines "any officer, director, partner, copartner, or employee" of an affiliated person as an affiliated person. Section 2(a)(9) defines "control" as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with that company. Under Section 2(a)(9) a person who beneficially owns, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to control such company. The Commission and its staff have indicated on a number of occasions their belief that an investment adviser that provides discretionary investment management services to a fund and that sponsored, selected the initial directors, and provides administrative or other non-advisory services to the fund, controls such fund, absent compelling evidence to the contrary.20
2. Rule 17d-1
Rule 17d-1 generally prohibits an affiliated person (as defined in Section 2(a)(3)), or an affiliated person of such affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered investment company, or a company controlled by such registered company, is a joint or a joint and several participant, in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the registered investment company on a basis different from or less advantageous than that of such first or second tier affiliate. Rule 17d-1 generally prohibits participation by a registered investment company and an affiliated person (as defined in Section 2(a)(3)) or principal underwriter for that investment company, or an affiliated person of such affiliated person or principal underwriter, in any "joint enterprise or other joint arrangement or profit-sharing plan," as defined in the rule, without prior approval by the Commission by order upon application.
Rule 17d-1 was promulgated by the Commission pursuant to Section 17(d) and made applicable to persons subject to Sections 57(a) and (d) by Section 57(i) to the extent specified therein. Section 57(i) provides that, until the Commission prescribes rules under Sections 57(a) and (d), the Commission's rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a) or (d). Because the Commission has not adopted any rules under Section 57(a) or (d), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a) or (d).
Applicants seek relief pursuant to Rule 17d-1, which permits the Commission to authorize joint transactions upon application. In passing upon applications filed pursuant to Rule 17d-1, the Commission is directed by Rule 17d-1(b) to consider whether the participation of a registered investment company or controlled company thereof in the joint enterprise or joint arrangement under scrutiny is consistent with provisions, policies and purposes of the Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.
The Commission has stated that Section 17(d), upon which Rule 17d-1 is based, and upon which Section 57(a)(4) was modeled, was designed to protect investment companies from self-dealing and overreaching by insiders. The Commission has also taken notice that there may be transactions subject to these prohibitions that do not present the dangers of overreaching.21
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See, e.g., SEC Rel. No. IC-4697 ( |
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SeeProtecting Investors: A Half-Century of Investment Company Regulation, 1504 Fed. Sec. L. Rep., |
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rationale for the purpose behind Section 17(d): "The objective of [Section] 17(d)...is to prevent...injuring the interest of stockholders of registered investment companies by causing the company to participate on a basis different from or less advantageous than that of such other participants."22 Furthermore,
Applicants believe that the Conditions would ensure that the conflicts of interest that Section 17(d) and Section 57(a)(4) were designed to prevent would be addressed and the standards for an order under Rule 17d-1 and Section 57(i) would be met.
| C. |
Need for Relief |
Co-Investment Transactions are prohibited by either or both of Rule 17d-1 and Sections 17(d) and 57(a)(4) without a prior exemptive order of the Commission to the extent that the Affiliated Funds and the Regulated Funds participating in such transactions fall within the category of persons described by Rule 17d-1 and/or Section 57(b), as modified by Rule 57b-1 thereunder, as applicable, vis-à-vis each participating
The Advisers are Apollo Advisers and Lord Abbett. An Apollo Adviser is the investment adviser to each
Further, because the BDC Downstream Funds and Wholly-Owned Investment Subs are controlled by the Regulated Funds, the BDC Downstream Funds and Wholly-Owned Investment Subs are subject to Section 57(a)(4) (or Section 17(d) in the case of Wholly-Owned Investment Subs controlled by Regulated Funds that are registered under the Act), and thus also subject to the provisions of Rule 17d-1, and therefore would be prohibited from participating in Co-Investment Transactions without the Order.
In addition, because the Apollo Proprietary Accounts will be controlled by an Apollo Adviser and, therefore, may be under common control with MFIC, ADS, ADCF, ASPM,
We are including Lord Abbett because Lord Abbett is the investment adviser to the
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H.Rep. No. 96-1341, 96th Cong., 2d Sess. 45 (1980) reprinted in 1980 U.S.C.C.A.N. 4827. |
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| D. |
Precedents |
The Commission has granted co-investment relief on numerous occasions in recent years, including precedents involving subadvisers and proprietary accounts.24 Although the various precedents may involve somewhat different allocation formulae, approval procedures, and presumptions for co-investment transactions to protect the interests of public investors in the BDCs and registered investment companies than the ones described in this Application, Applicants submit that the formulae and procedures set forth as Conditions for the relief requested herein are consistent with the range of investor protections found in the cited orders.
The relief requested in this Application with respect to Follow-On Investments is consistent with the Prior Order granted to certain of the Applicants.25
| IV. |
STATEMENT IN SUPPORT OF RELIEF REQUESTED |
In accordance with Rule 17d-1 (made applicable to transactions subject to Section 57(a) by Section 57(i)), the Commission may grant the requested relief as to any particular joint transaction if it finds that the participation of the Regulated Funds in the joint transaction is consistent with the provisions, policies and purposes of the Act and is not on a basis different from or less advantageous than that of other participants. Applicants submit that allowing the Co-Investment Transactions described in this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and the shareholders thereof and (ii) the protections found in the Conditions.
As required by Rule 17d-1(b), the Conditions ensure that the terms on which Co-Investment Transactions may be made will be consistent with the participation of the Regulated Funds being on a basis that it is neither different from nor less advantageous than other participants, thus protecting the equity holders of any participant from being disadvantaged. The Conditions ensure that all Co-Investment Transactions are reasonable and fair to the Regulated Funds and their shareholders and do not involve overreaching by any person concerned, including the Advisers.
| A. |
Potential Benefits |
In the absence of the relief sought hereby, in many circumstances the Regulated Funds would be limited in their ability to participate in attractive and appropriate investment opportunities. Section 17(d), Section 57(a)(4) and Rule 17d-1 should not prevent BDCs and registered closed-end investment companies from making investments that are in the best interests of their shareholders.
| 24 |
See, e.g., |
| 25 |
|
22
| B. |
Protective Representations And Conditions |
The Conditions ensure that the proposed Co-Investment Transactions are consistent with the protection of each
Applicants believe that participation by the Regulated Funds in Pro Rata Follow-On Investments and Pro Rata Dispositions, as provided in Conditions 6(c)(i) and 8(b)(i), is consistent with the provisions, policies and purposes of the Act and will not be made on a basis different from or less advantageous than that of other participants. A formulaic approach, such as pro rata investment or disposition eliminates the possibility for overreaching and unnecessary prior review by the Board. Applicants note that the Commission has adopted a similar pro rata approach in the context of Rule 23c-2, which relates to the redemption by a closed-end investment company of less than all of a class of its securities, indicating the general fairness and lack of overreaching that such approach provides.
Applicants also believe that the participation by the Regulated Funds in Non-NegotiatedFollow-On Investments and in Dispositions of
If an Adviser, its principals, or any person controlling, controlled by, or under common control with the Adviser or its principals, and the Affiliated Funds (collectively, the "Holders") own in the aggregate more than 25 percent of the outstanding voting shares of a
In sum, the Applicants believe that the Conditions would ensure that each
23
| V. |
CONDITIONS |
Applicants agree that any Order granting the requested relief shall be subject to the following Conditions:
| 1. |
Identification and Referral of Potential Co-Investment Transactions |
(a) The Apollo Advisers will establish, maintain and implement policies and procedures reasonably designed to ensure that each Apollo Adviser is promptly notified of all Potential Co-Investment Transactions that fall within the then-current Objectives and Strategies and Board-Established Criteria of any
(b) When an Apollo Adviser to a
| 2. |
Board Approvals of Co-Investment Transactions |
(a) If the Apollo Adviser deems a
(b) If the aggregate amount recommended by the Apollo Advisers to be invested in the Potential Co-Investment Transaction by the participating Regulated Funds and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, the investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in section III.A.1.b. above. Each Apollo Adviser to a participating
(c) After making the determinations required in Condition 1(b) above, each Apollo Adviser to a participating
(i) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the
(ii) the transaction is consistent with:
(A) the interests of the
(B) the
(iii) the investment by any other
(A) the settlement date for another
24
(B) any other
(iv) the proposed investment by the
3. Right to Decline.
4. General Limitation. Except for Follow-On Investments made in accordance with Conditions 8 and 9 below,27 a
5. Same Terms and Conditions. A
| 26 |
For example, procuring the |
| 27 |
This exception applies only to Follow-On Investments by a |
25
| 6. |
Standard Review Dispositions. |
(a) General. If any
(i) the Apollo Adviser to such
(ii) the Apollo Adviser to each
(b) Same Terms and Conditions.
(c) No Board Approval Required. A
(i) (A) the participation of each
(ii) each security is a Tradable Security and (A) the Disposition is not to the issuer or any affiliated person of the issuer; and (B) the security is sold for cash in a transaction in which the only term negotiated by or on behalf of the participating Regulated Funds and Affiliated Funds is price.
(d) Standard Board Approval. In all other cases, the Apollo Adviser will provide its written recommendation as to the
| 7. |
Enhanced Review Dispositions. |
(a) General. If any
(i) the Apollo Adviser to such
| 28 |
Any Apollo Proprietary Account that is not advised by an Apollo Adviser is itself deemed to be an Apollo Adviser for purposes of Conditions 6(a)(i), 7(a)(i), 8(a)(i) and 9(a)(i). |
| 29 |
In the case of any Disposition, proportionality will be measured by each participating |
26
(ii) the Apollo Adviser to each
(iii) the Apollo Advisers will provide to the Board of each
(b) Enhanced Board Approval. The Apollo Adviser will provide its written recommendation as to the
(i) the Disposition complies with Condition 2(c)(i), (ii), (iii)(A), and (iv).
(ii) the making and holding of the Pre-Boarding Investments were not prohibited by Section 57 or Rule 17d-1, as applicable, and records the basis for the finding in the Board minutes.
(c) Additional Requirements: The Disposition may only be completed in reliance on the Order if:
(i) Same Terms and Conditions.
(ii) Original Investments. All of the Affiliated Funds' and Regulated Funds' investments in the issuer are Pre-Boarding Investments;
(iii) Advice of counsel. Independent counsel to the Board advises that the making and holding of the investments in the Pre-Boarding Investments were not prohibited by Section 57 (as modified by Rule 57b-1) or Rule 17d-1, as applicable;
(iv) Multiple Classes of Securities. All Regulated Funds and Affiliated Funds that hold Pre-Boarding Investments in the issuer immediately before the time of completion of the Co-Investment Transaction hold the same security or securities of the issuer. For the purpose of determining whether the Regulated Funds and Affiliated Funds hold the same security or securities, they may disregard any security held by some but not all of them if, prior to relying on the Order, the Required Majority is presented with all information necessary to make a finding, and finds, that: (x) any
| 30 |
In determining whether a holding is "immaterial" for purposes of the Order, the Required Majority will consider whether the nature and extent of the interest in the transaction or arrangement is sufficiently small that a reasonable person would not believe that the interest affected the determination of whether to enter into the transaction or arrangement or the terms of the transaction or arrangement. |
27
(v) No control. The Affiliated Funds, the other Regulated Funds and their affiliated persons (within the meaning of Section 2(a)(3)(C) of the Act), individually or in the aggregate, do not control the issuer of the securities (within the meaning of Section 2(a)(9) of the Act).
| 8. |
Standard Review Follow-Ons. |
(a) General. If any
(i) the Apollo Adviser to each such
(ii) the Apollo Adviser to each
(b) No Board Approval Required. A
(i) (A) the proposed participation of each
(ii) it is a
(c) Standard Board Approval. In all other cases, the Apollo Adviser will provide its written recommendation as to the
(d) Allocation. If, with respect to any such
(i) the amount of the opportunity proposed to be made available to any
| 31 |
To the extent that a |
28
(ii) the aggregate amount recommended by the Apollo Advisers to be invested in the
(e) Other Conditions. The acquisition of Follow-On Investments as permitted by this Condition will be considered a Co-Investment Transaction for all purposes and subject to the other Conditions set forth in this application.
9. Enhanced Review Follow-Ons.
(a) General. If any
(i) the Apollo Adviser to each such
(ii) the Apollo Adviser to each
(iii) the Apollo Advisers will provide to the Board of each
(b) Enhanced Board Approval. The Apollo Adviser will provide its written recommendation as to the
(c) Additional Requirements.
(i) Original Investments. All of the Affiliated Funds' and Regulated Funds' investments in the issuer are Pre-Boarding Investments;
(ii) Advice of counsel. Independent counsel to the Board advises that the making and holding of the investments in the Pre-Boarding Investments were not prohibited by Section 57 (as modified by Rule 57b-1) or Rule 17d-1, as applicable;
(iii) Multiple Classes of Securities. All Regulated Funds and Affiliated Funds that hold Pre-Boarding Investments in the issuer immediately before the time of completion of the Co-Investment Transaction hold the same security or securities of the issuer. For the purpose of determining whether the Regulated Funds and Affiliated Funds hold the same security or securities, they may disregard any security held by some but not all of them if, prior to relying on
29
the Order, the Required Majority is presented with all information necessary to make a finding, and finds, that: (x) any
(iv) No control. The Affiliated Funds, the other Regulated Funds and their affiliated persons (within the meaning of Section 2(a)(3)(C) of the Act), individually or in the aggregate, do not control the issuer of the securities (within the meaning of Section 2(a)(9) of the Act).
(d) Allocation. If, with respect to any such
(i) the amount of the opportunity proposed to be made available to any
(ii) the aggregate amount recommended by the Apollo Advisers to be invested in the
(e) Other Conditions. The acquisition of Follow-On Investments as permitted by this Condition will be considered a Co-Investment Transaction for all purposes and subject to the other Conditions set forth in this application.
| 10. |
Board Reporting, Compliance and Annual Re-Approval |
(a) Each Apollo Adviser to a
(b) All information presented to the
(c)
30
(d) The Independent Directors (including the non-interested members of each
11. Record Keeping.
12. Director Independence. No Independent Director (including the non-interested members of any
13. Expenses. The expenses, if any, associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction (including, without limitation, the expenses of the distribution of any such securities registered for sale under the Securities Act) will, to the extent not payable by the Advisers under their respective advisory agreements with the Regulated Funds and the Affiliated Funds, be shared by the Regulated Funds and the participating Affiliated Funds in proportion to the relative amounts of the securities held or being acquired or disposed of, as the case may be.
14. Transaction Fees.32 Any transaction fee (including break-up, structuring, monitoring or commitment fees but excluding brokerage or underwriting compensation permitted by Section 17(e) or 57(k)) received in connection with any Co-Investment Transaction will be distributed to the participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in Section 26(a)(1), and the account will eaa competitive rate of interest that will also be divided pro rata among the participants. None of the Advisers, the Affiliated Funds, the other Regulated Funds or any affiliated person of the Affiliated Funds or the Regulated Funds will receive any additional compensation or remuneration of any kind as a result of or in connection with a Co-Investment Transaction other than (i) in the case of the Regulated Funds and the Affiliated Funds, the pro rata transaction fees described above and fees or other compensation described in Condition 2(c)(iii)(B)(z), (ii) brokerage or underwriting compensation permitted by Section 17(e) or 57(k) or (iii) in the case of the Advisers, investment advisory compensation paid in accordance with investment advisory agreements between the applicable
15. Independence. If the Holders own in the aggregate more than 25 percent of the Shares of a
| VI. |
PROCEDURAL MATTERS |
| A. |
Communications |
Please address all communications concerning this Application and the Notice and Order to:
Chief Executive Officer
(212) 515-3450
| 32 |
Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction. |
31
and
Chief Legal Officer
(212) 515-3450
Please address any questions, and a copy of any communications, concerning this Application, the Notice and Order to:
| B. |
Authorization |
All requirements for the execution and filing of this Application in the name and on behalf of each Applicant by the undersigned have been complied with and the undersigned is fully authorized to do so and has duly executed this Application as of this 11th day of October, 2024.
| APOLLO S3 PRIVATE MARKETS FUND | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer | ||
| By: |
/s/ |
|
| Title: Vice President |
32
| MIDDLE MARKET APOLLO INSTITUTIONAL PRIVATE LENDING | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer | ||
| APOLLO INVESTMENT MANAGEMENT, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| AA INFRASTRUCTURE FUND 1 LTD. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| AGRE DEBT FUND I, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President |
33
| AGRE |
||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO A-N CREDIT FUND, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO CREDIT MASTER FUND LTD. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO CREDIT OPPORTUNITY FUND III LP | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO CREDIT STRATEGIES MASTER FUND LTD. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO LINCOLN FIXED INCOME FUND, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President |
34
| APOLLO MOULTRIE CREDIT FUND, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO TOTAL RETURN MASTER FUND L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO |
||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: | Financial Credit Investment II Manager, LLC, its investment manager | |
| By: |
/s/ |
|
| Title: Vice President | ||
| FINANCIAL CREDIT INVESTMENT III, L.P. | ||
| By: | Financial Credit Investment III Manager, LLC, its investment manager | |
| By: |
/s/ |
|
| Title: Vice President |
35
| ACE CREDIT MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| ACF |
||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| AGRE-CRE DEBT MANAGER, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| AGRE NA MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| AP KENT MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO ACCORD MANAGEMENT II, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO ACCORD MANAGEMENT III, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO A-N CREDIT MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President |
36
| APOLLO ATLAS MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO CENTRE STREET MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO CENTRE STREET PARTNERSHIP L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO CHIRON MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO CREDIT MANAGEMENT (CLO), LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO EPF MANAGEMENT III, LLC | ||
| By: |
/s/ |
|
|
|
||
|
Title: Vice President |
37
| APOLLO |
||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO EUROPEAN SENIOR DEBT MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO EUROPEAN STRATEGIC MANAGEMENT, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO GLOBAL REAL ESTATE MANAGEMENT, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO HERCULES MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO HERCULES PARTNERS, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President |
38
| APOLLO |
||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO KINGS ALLEY CREDIT FUND MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO LINCOLN FIXED INCOME MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO LINCOLN PRIVATE CREDIT MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO MOULTRIE CREDIT FUND MANAGEMENT LLC | ||
| By: |
/s/ |
|
|
|
||
|
Title: Vice President |
39
| APOLLO NA MANAGEMENT II, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO NA MANAGEMENT III, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO |
||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO PALMETTO STRATEGIC PARTNERSHIP, L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO REVOLVER CAPITAL MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO TACTICAL VALUE SPN MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President |
40
| APOLLO TOWER CREDIT MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO UNION STREET MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO UNION STREET PARTNERS, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO ZEUS STRATEGIC MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO/CAVENHAM EMA MANAGEMENT II, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| FINANCIAL CREDIT INVESTMENT II MANAGER, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| FINANCIAL CREDIT INVESTMENT III MANAGER, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| FINANCIAL CREDIT INVESTMENT IV MANAGER, LLC | ||
| By: |
/s/ |
|
| Title: Vice President |
41
| APOLLO INVESTMENT MANAGEMENT |
||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO TOTAL RETURN MANAGEMENT LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO COMMODITIES MANAGEMENT, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO PPF CREDIT MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO CO-INVESTMENT CAPITAL MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| MERX AVIATION FINANCE, LLC | ||
| By: | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer |
| APOLLO CAPITAL CREDIT ADVISER, LLC | |||
| By: |
/s/ |
||
| Title: Vice President |
42
| By: |
/s/ |
|||
| Title: Director | ||||
| ACE CREDIT FUND, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO TOWER CREDIT FUND, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO OASIS PARTNERS, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO CHIRON CREDIT FUND, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO/CAVENHAM EUROPEAN MANAGED ACCOUNT II, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
43
| APOLLO ATLAS MASTER FUND, LLC | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO EUROPEAN PRINCIPAL FINANCE FUND III (DOLLAR A), L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| FINANCIAL CREDIT INVESTMENT IV, L.P. | |||
| By: | Financial Credit Investment IV Manager, LLC, its investment manager | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| AP KENT CREDIT MASTER FUND, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO NATURAL RESOURCES PARTNERS II, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
44
| APOLLO NATURAL RESOURCES PARTNERS III, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| NNN INVESTOR 1, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| NNN INVESTOR 2 (AUTO) |
|||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| NNN OPPORTUNITIES FUND, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
|
APOLLO GLOBAL REAL ESTATE |
|||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
45
| APOLLO PPF OPPORTUNISTIC CREDIT PARTNERS (LUX), SCSP | ||||
| By: |
its investment manager |
|||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| ALTERI INVESTMENTS II, SCSP | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO |
||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| AA |
||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO HYBRID VALUE MANAGEMENT, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
46
| APOLLO HYBRID VALUE FUND, L.P. | |||
| By: |
its general partner |
||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO HYBRID VALUE FUND II, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO HYBRID VALUE MANAGEMENT II, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO IMPACT MISSION FUND, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO IMPACT MISSION MANAGEMENT, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
47
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND II, L.P. | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO INFRASTRUCTURE OPPORTUNITIES MANAGEMENT II, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO ORIGINATION PARTNERSHIP, L.P. | ||||
| By: |
its general partner |
|||
| By: |
its general partner |
|||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO REVOLVER FUND, L.P. | ||||
| By: |
its general partner |
|||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
48
| APOLLO ORIGINATION MANAGEMENT, L.P. | |||
| By: |
its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO PPF CREDIT STRATEGIES, LLC | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO PPF CREDIT STRATEGIES MANAGEMENT, LLC | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO STRATEGIC ORIGINATION PARTNERS, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO STRATEGIC ORIGINATION MANAGEMENT, L.P. | |||
| By: |
its general partner |
||
| By: |
/s/ |
||
| Title: Vice President |
49
| APOLLO NAVIGATOR AVIATION FUND I, L.P. | |||
| By: | |||
| By: |
its sole member |
||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO NAVIGATOR MANAGEMENT I, LLC | |||
| By: |
its sole member |
||
| By: |
Apollo Capital Management GP, LLC, its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| AMISSIMA DIVERSIFIED INCOME ICAV | |||
| By: |
LLP, its portfolio manager |
||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| ATHORA LUX INVEST S.C.SP. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
50
| ATHORA LUX INVEST NL S.C.Sp. | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO MIDCAP US DIRECT LENDING 2019, L.P. | ||||
| By: |
its investment manager |
|||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| AMN LOAN FUND, L.P. | ||||
| By: |
its investment manager |
|||
| By: |
| By: |
/s/ |
|
| Title: Vice President |
| APOLLO ACCORD MASTER FUND II, L.P. | ||
| By: |
its investment manager |
|
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO ACCORD MASTER FUND III, L.P. | ||
| By: |
its investment manager |
|
| By: |
/s/ |
|
| Title: Vice President |
51
| APOLLO ACCORD FUND III B, L.P. | ||
| By: |
Apollo Accord Management III |
|
| By: |
Apollo Accord Management III |
|
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO ACCORD MANAGEMENT III B, L.P. | ||
| By: |
Apollo Accord Management III |
|
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO ACCORD FUND IV, L.P. | ||
| By: |
Apollo Accord Management IV, L.P., its investment manager |
|
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO ACCORD MANAGEMENT IV, L.P. | ||
| By: |
Apollo Accord Management IV |
|
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO |
||
| By: |
its investment manager |
|
| By: | ||
| By: |
/s/ |
|
| Title: Vice President |
52
| APOLLO |
||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO MANAGEMENT VII, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO MANAGEMENT VIII, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO INVESTMENT FUND VII, L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO INVESTMENT FUND VIII, L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: |
/s/ |
|
| Title: Chief Executive Officer |
53
| APOLLO INSURANCE SOLUTIONS GROUP LP | ||
| By: | ||
| By: |
/s/ |
|
| Title: Chief Executive Officer | ||
| By: |
/s/ |
|
| Title: Executive Vice President, Legal | ||
| APOLLO INVESTMENT FUND IX, L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO MANAGEMENT IX, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: | ||
| By: |
/s/ |
|
| Title: Director | ||
| By: |
/s/ |
|
| Title: Director | ||
| APOLLO ACCORD+ FUND (LUX), SCSP | ||
| By: | Apollo Accord+ Fund (Lux) GP, S.a r.l., its general partner | |
| By: |
Apollo Accord+ its shareholder |
54
| By: |
Apollo Accord+ Advisors GP, LLC, its general partner |
|
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO ACCORD+ |
||
| By: |
Apollo Accord+ its general partner |
|
| By: |
Apollo Accord+ Advisors GP, LLC, its general partner |
|
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO ACCORD+ |
||
| By: |
Apollo Accord+ its general partner |
|
| By: |
Apollo Accord+ Advisors GP, LLC, its general partner |
|
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO REVOLVER FUND II (OFFSHORE), L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO REVOLVER FUND II, L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President |
55
| APOLLO REVOLVER FUND II (ATH), L.P.; | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President |
| APOLLO ACCORD+ |
||||
| By: | Apollo Accord+ |
|||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO REVOLVER MANAGEMENT II (ATH), L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO REVOLVER MANAGEMENT II, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO ACCORD FUND V, L.P. | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
56
| APOLLO INVESTMENT FUND X, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO TOTAL RETURN FUND- |
|||
| By: | Apollo Total RetuFund - |
||
| By: | Apollo Total RetuFund - |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ACCORD MANAGEMENT V, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO MANAGEMENT X, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
57
| APOLLO TOTAL RETURN FUND-INVESTMENT GRADE MANAGEMENT, L.P. | |||
| By: | Apollo Total RetuFund - |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ALIGNED ALTERNATIVES, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| REDDING RIDGE ASSET MANAGEMENT, LLC | |||
| By: |
/s/ |
||
| Title: Chief Legal Officer | |||
| APOLLO ASSET-BACKED FINANCE FUND, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ORIGINATION PARTNERSHIP II (LEVERED), L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
58
| APOLLO ORIGINATION PARTNERSHIP II (UNLEVERED), L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO DELPHI FUND, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO DEFINED RETURN FUND, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO EUROPEAN PRINCIPAL FINANCE FUND IV (DOLLAR A), L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
59
| APOLLO EUROPEAN PRINCIPAL FINANCE FUND IV (DOLLAR B), L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO EUROPEAN PRINCIPAL FINANCE FUND IV (EURO B1), L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO EUROPEAN PRINCIPAL FINANCE FUND IV (LUX EURO B2), SCSP | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO EPF MANAGEMENT IV, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
60
| APOLLO ACCORD OFFSHORE FUND V, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ACCORD FUND V (LUX), SCSP | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO CLEAN TRANSITION CAPITAL OVERSEAS II, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO CLEAN TRANSITION CAPITAL FUND, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO CALLIOPE FUND, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
61
| APOLLO DIGITAL ORIGIN PARTNERS, L.P. | ||||
| By: | ||||
| By: | ||||
| By: |
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO CORE INFRASTRUCTURE FUND, L.P. | ||
| By: | ||
| By: | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND II (OVERSEAS), L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President |
62
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND II (TE 892), L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND II (LUX), SCSP | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND III (OVERSEAS), L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND III (TE 892), L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President |
63
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND III (LUX), SCSP | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND III, L.P. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| RRE BRICATA 2 DESIGNATED ACTIVITY COMPANY | ||
| By: | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer | ||
| RRE ROYAL 2 DESIGNATED ACTIVITY COMPANY | ||
| By: | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer | ||
| RRE 16 LOAN MANAGEMENT DESIGNATED ACTIVITY COMPANY (FKA: RRE PIONEER 1 DESIGNATED ACTIVITY COMPANY) | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory |
64
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory | ||
| RRE 12 LOAN MANAGEMENT DESIGNATED ACTIVITY COMPANY | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory |
65
| RRE 6 LOAN MANAGEMENT DAC |
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory | ||
| RRE 15 LOAN MANAGEMENT DESIGNATED ACTIVITY COMPANY | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory | ||
| RRE 11 LOAN MANAGEMENT DESIGNATED ACTIVITY COMPANY | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory | ||
| RRE 5 LOAN MANAGEMENT DESIGNATED COMPANY | ||
| By: | ||
| By: |
/s/ |
|
| Title: Authorized Signatory |
66
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| RR 1 LTD. | ||||
| By: | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| RR 14 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 15 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 16 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
67
| RR 17 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 18 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 19 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 2 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 20 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 21 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
68
| RR 22 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 23 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 24 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 25 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 26 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 27 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
69
| RR 4 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 5 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 6 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 7 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 8 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR BERBERE 2 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
70
| RR BHUT JOLOKIA 3 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR CAYENNE 4 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR POBLANO 4 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR REAPER BROWN CAROLINA 3 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR TABASCO 1 LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
71
| AP TUNDRA HOLDINGS LLC | ||||
| By: | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| ALM 2020, LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| AOP FINANCE PARTNERS, L.P. | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| ATHORA LUX INVEST SCSP DURATION FUND | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| MERCER MULTI ASSET CREDIT FUND | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
72
| APOLLO HELIUS MULTI-CREDIT FUND I | ||||
| By: | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| By: | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| AA PENCIL HOLDINGS, L.P. | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| AA TUNDRA INVESTOR, L.P. | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
73
| By: | |||
| By: |
/s/ |
||
| Title: Authorized Signatory | |||
| By: | |||
| By: |
/s/ |
||
| Title: Authorized Signatory | |||
| APOLLO CREDIT SECONDARIES FUND I, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO US BROADLY SYNDICATED LOANS FUND | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
74
| APOLLO OPPORTUNISTIC CREDIT FUND | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO S3 EQUITY & HYBRID SOLUTIONS OFFSHORE FUND (LUX), SCSP | |||
| By: | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
|
Title: Vice President |
75
| APOLLO S3 EQUITY & HYBRID SOLUTIONS FUND (TE 892), L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| LORD ABBETT FLEXIBLE INCOME FUND | |||
| By: |
/s/ |
||
| Title: Vice President and Assistant Secretary | |||
| LORD ABBETT FIF ADVISOR LLC | |||
| By: |
/s/ |
||
| Title: Chief Legal Officer |
EXHIBIT A
Verification
The undersigned states that he or she has duly executed the attached Application for an Order under Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended, and Rule 17d-1 thereunder, dated
| APOLLO S3 PRIVATE MARKETS FUND | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer |
76
| By: |
/s/ |
|
| Title: Vice President | ||
| MIDDLE MARKET APOLLO INSTITUTIONAL PRIVATE LENDING | ||
| By: |
/s/ |
|
| Title: Chief Legal Officer | ||
| APOLLO INVESTMENT MANAGEMENT, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| AA INFRASTRUCTURE FUND 1 LTD. | ||
| By: | ||
| By: | ||
| By: |
/s/ |
|
|
Title: Vice President |
77
| AGRE DEBT FUND I, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| AGRE |
||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO A-N CREDIT FUND, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO CREDIT MASTER FUND LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO CREDIT OPPORTUNITY FUND III LP | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO CREDIT STRATEGIES MASTER FUND LTD. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
78
| APOLLO LINCOLN FIXED INCOME FUND, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO MOULTRIE CREDIT FUND, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO TOTAL RETURN MASTER FUND L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO |
|||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
79
| By: | Financial Credit Investment II Manager, LLC, its investment manager | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| FINANCIAL CREDIT INVESTMENT III, L.P. | ||||
| By: | Financial Credit Investment III Manager, LLC, its investment manager | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| ACE CREDIT MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| ACF |
||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| AGRE-CRE DEBT MANAGER, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| AGRE NA MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| AP KENT MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President |
80
| APOLLO ACCORD MANAGEMENT II, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO ACCORD MANAGEMENT III, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO A-N CREDIT MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO ATLAS MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO CENTRE STREET MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO CENTRE STREET PARTNERSHIP L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
81
| APOLLO CHIRON MANAGEMENT, LLC | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO CREDIT MANAGEMENT (CLO), LLC | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO EPF MANAGEMENT III, LLC | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO |
|||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO EUROPEAN SENIOR DEBT MANAGEMENT, LLC | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO EUROPEAN STRATEGIC MANAGEMENT, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO GLOBAL REAL ESTATE MANAGEMENT, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
82
| APOLLO HERCULES MANAGEMENT, LLC | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO HERCULES PARTNERS, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO |
|||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO KINGS ALLEY CREDIT FUND MANAGEMENT, LLC | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO LINCOLN FIXED INCOME MANAGEMENT, LLC | |||
| By: |
/s/ |
||
| Title: Vice President |
83
| APOLLO LINCOLN PRIVATE CREDIT MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO MOULTRIE CREDIT FUND MANAGEMENT LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO NA MANAGEMENT II, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO NA MANAGEMENT III, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO |
||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO PALMETTO STRATEGIC PARTNERSHIP, L.P. | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
84
| APOLLO REVOLVER CAPITAL MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO TACTICAL VALUE SPN MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO TOWER CREDIT MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO UNION STREET MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO UNION STREET PARTNERS, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO ZEUS STRATEGIC MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO/CAVENHAM EMA MANAGEMENT II, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President |
85
| FINANCIAL CREDIT INVESTMENT II MANAGER, LLC | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| FINANCIAL CREDIT INVESTMENT III MANAGER, LLC | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| FINANCIAL CREDIT INVESTMENT IV MANAGER, LLC | |||
| By: |
/s/ |
||
| Title: Vice President |
| APOLLO INVESTMENT MANAGEMENT |
||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO TOTAL RETURN MANAGEMENT LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO COMMODITIES MANAGEMENT, L.P. | ||
| By: | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO PPF CREDIT MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President |
86
| APOLLO CO-INVESTMENT CAPITAL MANAGEMENT, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| MERX AVIATION FINANCE, LLC | ||
| By: | ||
| By: |
/s/ |
|
| Title: | Chief Legal Officer | |
| APOLLO CAPITAL CREDIT ADVISER, LLC | ||
| By: |
/s/ |
|
| Title: Vice President | ||
| By: |
/s/ |
|
| Title: Director |
| ACE CREDIT FUND, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO TOWER CREDIT FUND, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO OASIS PARTNERS, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
87
| APOLLO CHIRON CREDIT FUND, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO/CAVENHAM EUROPEAN MANAGED ACCOUNT II, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ATLAS MASTER FUND, LLC | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO EUROPEAN PRINCIPAL FINANCE FUND III (DOLLAR A), L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| FINANCIAL CREDIT INVESTMENT IV, L.P. | |||
| By: | Financial Credit Investment IV Manager, LLC, its investment manager | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| AP KENT CREDIT MASTER FUND, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
88
| APOLLO NATURAL RESOURCES PARTNERS II, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO NATURAL RESOURCES PARTNERS III, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| NNN INVESTOR 1, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| NNN INVESTOR 2 (AUTO) |
|||
| By: |
its manager |
||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
89
| NNN OPPORTUNITIES FUND, L.P. | ||||
| By: |
its investment manager |
|||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
|
APOLLO GLOBAL REAL ESTATE |
||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO PPF OPPORTUNISTIC CREDIT PARTNERS (LUX), SCSP | ||||
| By: |
its investment manager |
|||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| ALTERI INVESTMENTS II, SCSP | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO |
||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
90
| AA |
|||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO HYBRID VALUE MANAGEMENT, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO HYBRID VALUE FUND, L.P. | |||
| By: |
its general partner |
||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO HYBRID VALUE FUND II, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO HYBRID VALUE MANAGEMENT II, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President |
91
| APOLLO IMPACT MISSION FUND, L.P. | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO IMPACT MISSION MANAGEMENT, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND II, L.P. | ||||
| By: | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO INFRASTRUCTURE OPPORTUNITIES MANAGEMENT II, L.P. | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Vice President |
92
| APOLLO ORIGINATION PARTNERSHIP, L.P. | |||
| By: |
its general partner |
||
| By: |
its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO REVOLVER FUND, L.P. | |||
| By: |
its general partner |
||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ORIGINATION MANAGEMENT, L.P. | |||
| By: |
its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO PPF CREDIT STRATEGIES, LLC | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO PPF CREDIT STRATEGIES MANAGEMENT, LLC | |||
| By: |
/s/ |
||
| Title: Vice President |
93
| APOLLO STRATEGIC ORIGINATION PARTNERS, L.P. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO STRATEGIC ORIGINATION MANAGEMENT, L.P. | |||
| By: |
its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO NAVIGATOR AVIATION FUND I, L.P. | |||
| By: |
Apollo Navigator Management I, LLC, its investment manager |
||
| By: |
its sole member |
||
| By: |
Apollo Capital Management GP, LLC, its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO NAVIGATOR MANAGEMENT I, LLC | |||
| By: |
its sole member |
||
| By: |
Apollo Capital Management GP, LLC, its general partner |
||
| By: |
/s/ |
||
| Title: Vice President |
94
| AMISSIMA DIVERSIFIED INCOME ICAV | |||
| By: |
LLP, its portfolio manager |
||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| ATHORA LUX INVEST S.C.SP. | |||
| By: | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| ATHORA LUX INVEST NL S.C.Sp. | |||
| By: |
LLP, its portfolio manager |
||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO MIDCAP US DIRECT LENDING 2019, L.P. | |||
| By: |
its investment manager |
||
| By: |
Apollo Capital Management G.P., LLC, its general partner |
||
| By: |
/s/ |
||
| Title: Vice President |
95
| AMN LOAN FUND, L.P. | |||
| By: |
its investment manager |
||
| By: |
Apollo Capital Management GP, LLC, its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ACCORD MASTER FUND II, L.P. | |||
| By: |
Apollo Accord Management II, LLC, its investment manager |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ACCORD MASTER FUND III, L.P. | |||
| By: | |||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ACCORD FUND III B, L.P. | |||
| By: |
Apollo Accord Management III B, L.P., its investment manager |
||
| By: |
Apollo Accord Management III B GP, LLC, its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ACCORD MANAGEMENT III B, L.P. | |||
| By: |
Apollo Accord Management III B GP, LLC, its general partner |
||
| By: |
/s/ |
||
| Title: Vice President |
96
| APOLLO ACCORD FUND IV, L.P. | ||
| By: |
Apollo Accord Management IV, L.P., its investment manager |
|
| By: | Apollo Accord Management IV GP, LLC, its general partner | |
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO ACCORD MANAGEMENT IV, L.P. | ||
| By: |
Apollo Accord Management IV GP, LLC, its general partner |
|
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO |
||
| By: |
Apollo Asia Management II, L.P., its investment manager |
|
| By: | Apollo Asia Management II Advisors, LLC, its general partner | |
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO |
||
| By: | Apollo Asia Management II Advisors, LLC, its general partner | |
| By: |
/s/ |
|
| Title: Vice President | ||
| APOLLO MANAGEMENT VII, L.P. | ||
| By: | AIF VII Management, LLC, its general partner | |
| By: |
/s/ |
|
| Title: Vice President |
97
| APOLLO MANAGEMENT VIII, L.P. | |||
| By: | AIF VIII Management, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO INVESTMENT FUND VII, L.P. | |||
| By: | Apollo Advisors VII, L.P., its general partner | ||
| By: |
Apollo Capital Management VII, LLC, its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO INVESTMENT FUND VIII, L.P. | |||
| By: | Apollo Advisors VIII, L.P., its general partner | ||
| By: | Apollo Capital Management VIII, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| By: |
/s/ |
||
| Title: Chief Executive Officer | |||
| APOLLO INSURANCE SOLUTIONS GROUP LP | |||
| By: | AISG GP Ltd., its general partner | ||
| By: |
/s/ |
||
| Title: Chief Executive Officer | |||
| By: |
/s/ |
||
| Title: Executive Vice President, Legal |
98
| APOLLO INVESTMENT FUND IX, L.P. | ||||
| By: | Apollo Advisors IX, L.P., its general partner | |||
| By: | Apollo Capital Management IX, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO MANAGEMENT IX, L.P. | ||||
| By: | AIF IX Management, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| AEGON |
||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Director | ||||
| By: |
/s/ |
|||
| Title: Director | ||||
| APOLLO ACCORD+ FUND (LUX), SCSP | ||||
| By: | Apollo Accord+ Fund (Lux) GP, S.a r.l., its general partner | |||
| By: |
Apollo Accord+ Advisors, L.P., its shareholder |
|||
| By: |
Apollo Accord+ Advisors GP, LLC, its general partner |
|||
| By: |
/s/ |
|||
| Title: Vice President |
99
| APOLLO ACCORD+ OFFSHORE FUND, L.P. | |||
| By: |
Apollo Accord+ Advisors, L.P., its general partner |
||
| By: |
Apollo Accord+ Advisors GP, LLC, its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ACCORD+ FUND, L.P. | |||
| By: |
Apollo Accord+ Advisors, L.P., its general partner |
||
| By: |
Apollo Accord+ Advisors GP, LLC, its general partner |
||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO REVOLVER FUND II (OFFSHORE), L.P. | |||
| By: | Apollo Revolver Advisors II, L.P., its general partner | ||
| By: | Apollo Revolver Capital Management II, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO REVOLVER FUND II, L.P. | |||
| By: | Apollo Revolver Advisors II, L.P., its general partner | ||
| By: | Apollo Revolver Capital Management II, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO REVOLVER FUND II (ATH), L.P.; | |||
| By: | Apollo Revolver Advisors II (ATH), L.P., its general partner | ||
| By: | Apollo Revolver Capital Management II, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President |
100
| APOLLO ACCORD+ MANAGEMENT, L.P. | |||
| By: | Apollo Accord+ Management GP, LLC, its general partner | ||
| By: | |||
| By: | Apollo Capital Management GP, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO REVOLVER MANAGEMENT II (ATH), L.P. | |||
| By: | Apollo Revolver Management II (ATH) GP, LLC, its general partner | ||
| By: | |||
| By: | Apollo Capital Management GP, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO REVOLVER MANAGEMENT II, L.P. | |||
| By: | Apollo Revolver Management GP II, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ACCORD FUND V, L.P. | |||
| By: | Apollo Accord Advisors V, L.P. | ||
| By: | Apollo Accord Advisors G.P. V, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President |
101
| APOLLO INVESTMENT FUND X, L.P. | |||
| By: | Apollo Advisors X, L.P., its general partner | ||
| By: | Apollo Capital Management X, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO TOTAL RETURN FUND-INVESTMENT GRADE, L.P. | |||
| By: | Apollo Total RetuFund - Investment Grade Advisors, L.P., its general partner | ||
| By: | Apollo Total RetuFund - Investment Grade Advisors GP, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO ACCORD MANAGEMENT V, L.P. | |||
| By: | Apollo Accord Management V GP, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO MANAGEMENT X, L.P. | |||
| By: | AIF X Management, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO TOTAL RETURN FUND-INVESTMENT GRADE MANAGEMENT, L.P. | |||
| By: | Apollo Total RetuFund - Investment Grade Management GP, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President |
102
| ACMP HOLDINGS, LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO ALIGNED ALTERNATIVES, L.P. | ||||
| By: | Apollo Aligned Alternatives Advisors, L.P., its general partner | |||
| By: | AAA Advisors GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| REDDING RIDGE ASSET MANAGEMENT, LLC | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| APOLLO ASSET-BACKED FINANCE FUND, L.P. | ||||
| By: | Apollo Asset-Backed Finance Advisors, L.P., its general partner | |||
| By: | Apollo ABF Advisors GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO ORIGINATION PARTNERSHIP II (LEVERED), L.P. | ||||
| By: | Apollo Origination Advisors II, L.P., its general partner | |||
| By: | Apollo Origination Advisors II GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President |
103
| APOLLO ORIGINATION PARTNERSHIP II (UNLEVERED), L.P. | ||||
| By: | Apollo Origination Advisors II, L.P., its general partner | |||
| By: | Apollo Origination Advisors II GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO DELPHI FUND, L.P. | ||||
| By: | Apollo Delphi Advisors, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO DEFINED RETURN FUND, L.P. | ||||
| By: | Apollo Defined RetuAdvisors, L.P., its general partner | |||
| By: | Apollo Defined RetuAdvisors GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO EUROPEAN PRINCIPAL FINANCE FUND IV (DOLLAR A), L.P. | ||||
| By: | Apollo EPF Advisors IV, L.P., its general partner | |||
| By: | Apollo EPF IV Capital Management, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO EUROPEAN PRINCIPAL FINANCE FUND IV (DOLLAR B), L.P. | ||||
| By: | Apollo EPF Advisors IV, L.P., its general partner | |||
| By: | Apollo EPF IV Capital Management, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President |
104
| APOLLO EUROPEAN PRINCIPAL FINANCE FUND IV (EURO B1), L.P. | ||||
| By: | Apollo EPF Advisors IV, L.P., its general partner | |||
| By: | Apollo EPF IV Capital Management, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO EUROPEAN PRINCIPAL FINANCE FUND IV (LUX EURO B2), SCSP | ||||
| By: | Apollo EPF Management IV, L.P., its investment manager | |||
| By: | Apollo EPF Management IV GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO EPF MANAGEMENT IV, L.P. | ||||
| By: | Apollo EPF Management IV GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO ACCORD OFFSHORE FUND V, L.P. | ||||
| By: | Apollo Accord Advisors V, L.P., its general partner | |||
| By: | Apollo Accord Advisors GP V, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO ACCORD FUND V (LUX), SCSP | ||||
| By: | Apollo Accord Management V, L.P., its investment manager |
105
| By: | Apollo Accord Management V GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO CLEAN TRANSITION CAPITAL OVERSEAS II, L.P. | ||||
| By: | Apollo Clean Transition Capital Advisors, L.P., its general partner | |||
| By: | ACTC Advisors GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO CLEAN TRANSITION CAPITAL FUND, L.P. | ||||
| By: | Apollo Clean Transition Capital Advisors, L.P., its general partner | |||
| By: | ACTC Advisors GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO CALLIOPE FUND, L.P. | ||||
| By: | AP Calliope GP, L.P., its general partner | |||
| By: | AP Calliope (GP), LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO DIGITAL ORIGIN PARTNERS, L.P. | ||||
| By: | Apollo Digital Origin Management, L.P., its investment manager | |||
| By: | Apollo Digital Origin Management GP, LLC, its general partner | |||
| By: |
106
| By: | Apollo Capital Management GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO CORE INFRASTRUCTURE FUND, L.P. | ||||
| By: | Apollo Core Infrastructure Advisors, L.P., its general partner | |||
| By: | Apollo Core Infrastructure Advisors GP, LLC, its general partner | |||
| By: | APH Holdings (DC), L.P., its sole member | |||
| By: | Apollo Principal Holdings IV GP, Ltd., its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND II (OVERSEAS), L.P. | ||||
| By: | Apollo Infrastructure Opportunities Advisors II, L.P., its general partner | |||
| By: | Apollo Infrastructure Opportunities Advisors II GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND II (TE 892), L.P. | ||||
| By: | Apollo Infrastructure Opportunities Advisors II, L.P., its general partner | |||
| By: | Apollo Infrastructure Opportunities Advisors II GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President |
107
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND II (LUX), SCSP | ||||
| By: | Apollo Infrastructure Opportunities Management II, L.P., its investment manager | |||
| By: | Apollo Infrastructure Opportunities Management GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND III (OVERSEAS), L.P. | ||||
| By: | Apollo Infrastructure Opportunities Advisors III, L.P., its general partner | |||
| By: | Apollo Infrastructure Opportunities Advisors III GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND III (TE 892), L.P. | ||||
| By: | Apollo Infrastructure Opportunities Advisors III, L.P., its general partner | |||
| By: | Apollo Infrastructure Opportunities Advisors III GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND III (LUX), SCSP | ||||
| By: | Apollo Infrastructure Opportunities Advisors III, L.P., its general partner | |||
| By: | Apollo Infrastructure Opportunities Advisors III GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President |
108
| APOLLO INFRASTRUCTURE OPPORTUNITIES FUND III, L.P. | ||||
| By: | Apollo Infrastructure Opportunities Advisors III, L.P., its general partner | |||
| By: | Apollo Infrastructure Opportunities Advisors III GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| RRE BRICATA 2 DESIGNATED ACTIVITY COMPANY | ||||
| By: | Redding Ridge Asset Management LLC, its investment manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RRE ROYAL 2 DESIGNATED ACTIVITY COMPANY | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RRE 16 LOAN MANAGEMENT DESIGNATED ACTIVITY COMPANY (FKA: RRE PIONEER 1 DESIGNATED ACTIVITY COMPANY) | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory |
109
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| RRE 12 LOAN MANAGEMENT DESIGNATED ACTIVITY COMPANY | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| RRE 6 LOAN MANAGEMENT DAC | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory |
110
| RRE 15 LOAN MANAGEMENT DESIGNATED ACTIVITY COMPANY | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| RRE 11 LOAN MANAGEMENT DESIGNATED ACTIVITY COMPANY | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| RRE 5 LOAN MANAGEMENT DESIGNATED COMPANY | ||||
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory |
111
| By: | ||||
| By: |
/s/ |
|||
| Title: Authorized Signatory | ||||
| RR 1 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, Management Series 2 | |||
| By: | Redding Ridge Holdings LP, its sole member | |||
| By: | Redding Ridge Advisors LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| RR 14 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 15 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 16 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
112
| RR 17 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 18 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 19 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 2 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 20 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 21 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
113
| RR 22 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 23 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 24 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 25 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 26 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 27 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
114
| RR 4 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its asset manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 5 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 6 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 7 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR 8 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR BERBERE 2 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
115
| RR BHUT JOLOKIA 3 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its investment manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR CAYENNE 4 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its investment manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR POBLANO 4 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its investment manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR REAPER BROWN CAROLINA 3 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| RR TABASCO 1 LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
116
| AP TUNDRA HOLDINGS LLC | ||||
| By: | AP Tundra Manager LLC, its managing member | |||
| By: | Apollo Principal Holdings VI, L.P., its sole member | |||
| By: | Apollo Principal Holdings VI GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| ALM 2020, LTD. | ||||
| By: | Redding Ridge Asset Management LLC, its collateral manager | |||
| By: |
/s/ |
|||
| Title: Chief Legal Officer | ||||
| AOP FINANCE PARTNERS, L.P. | ||||
| By: | Apollo Origination Advisors, L.P., its general partner | |||
| By: | AOP Advisors GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| ATHORA LUX INVEST SCSP DURATION FUND | ||||
| By: | ||||
| By: | Apollo International Management Holdings, LLC, its member | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| MERCER MULTI ASSET CREDIT FUND | ||||
| By: | ||||
| By: | Apollo International Management Holdings, LLC, its member | |||
| By: |
/s/ |
|||
| Title: Vice President |
117
| APOLLO HELIUS MULTI-CREDIT FUND I | |||
| By: | ACF Europe Management, LLC, its portfolio manager | ||
| By: | |||
| By: | Apollo Capital Management GP, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| AAA AVIATION HOLDINGS, L.P. | |||
| By: | AAA Aviation GP, LLC, its general partner | ||
| By: | AAA Aviation Advisors, L.P., its sole member | ||
| By: | AAA Aviation Advisors GP, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| AA PENCIL HOLDINGS, L.P. | |||
| By: | Apollo Pencil Advisors, LP, its general partner | ||
| By: | Apollo Pencil Advisors GP, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| AA TUNDRA INVESTOR, L.P. | |||
| By: | Apollo Tundra Management, L.P., its investment manager | ||
| By: | Apollo Tundra Management GP, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President |
118
| By: | Apollo Asset Management Europe PC LLP, solely in its capacity as investment manager and not in its individual corporate capacity | ||
| By: |
/s/ |
||
| Title: Authorized Signatory | |||
| By: | Apollo Asset Management Europe PC LLP, solely in its capacity as investment manager and not in its individual corporate capacity | ||
| By: |
/s/ |
||
| Title: Authorized Signatory | |||
| APOLLO CREDIT SECONDARIES FUND I, L.P. | |||
| By: | Apollo Credit Secondaries I GP, LLC, its general partner | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO US BROADLY SYNDICATED LOANS FUND | |||
| By: | ACF Europe Management, LLC, its investment manager | ||
| By: |
/s/ |
||
| Title: Vice President | |||
| APOLLO OPPORTUNISTIC CREDIT FUND | |||
| By: | ACF Europe Management, LLC, its investment manager | ||
| By: |
/s/ |
||
| Title: Vice President |
119
| MMJV LLC | ||||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO S3 EQUITY & HYBRID SOLUTIONS FUND, L.P. | ||||
| By: | Apollo S3 Equity & Hybrid Solutions Advisors, L.P., its general partner | |||
| By: | Sliders Advisors GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO S3 EQUITY & HYBRID SOLUTIONS OFFSHORE FUND, L.P. | ||||
| By: | Apollo S3 Equity & Hybrid Solutions Advisors, L.P., its general partner | |||
| By: | Sliders Advisors GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| APOLLO S3 EQUITY & HYBRID SOLUTIONS OFFSHORE FUND (LUX), SCSP | ||||
| By: | Apollo S3 Equity & Hybrid Solutions Offshore Partners (Lux) GP, S.a r.l., its general partner | |||
| By: | Apollo S3 Equity & Hybrid Solutions Advisors, L.P., its sole shareholder | |||
| By: | Sliders Advisors GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President |
120
| APOLLO S3 EQUITY & HYBRID SOLUTIONS FUND (TE 892), L.P. | ||||
| By: | Apollo S3 Equity & Hybrid Solutions Advisors, L.P., its general partner | |||
| By: | Sliders Advisors GP, LLC, its general partner | |||
| By: |
/s/ |
|||
| Title: Vice President | ||||
| LORD ABBETT FLEXIBLE INCOME FUND | ||||
| By: |
/s/ |
|||
| Title: Vice President and Assistant Secretary | ||||
| LORD ABBETT FIF ADVISOR LLC | ||||
| By: |
/s/ |
|||
| Title: Chief Legal Officer |
121
APPENDIX A
Existing Advisers to Affiliated Funds
| 1. |
ACE Credit Management, LLC |
| 2. |
AA |
| 3. |
ACF Europe Management, LLC |
| 4. |
ACREFI Management, LLC |
| 5. |
AGRE-CRE Debt Manager, LLC |
| 6. |
AGRE NA Management, LLC |
| 7. |
AP Kent Management, LLC |
| 8. |
Apollo Accord Management II, LLC |
| 9. |
Apollo Accord Management III, LLC |
| 10. |
Apollo Accord Management III B, L.P. |
| 11. |
Apollo Accord Management IV, L.P. |
| 12. |
Apollo Accord Management V, L.P. |
| 13. |
Apollo A-N Credit Management, LLC |
| 14. |
Apollo Asia Management II, L.P. |
| 15. |
|
| 16. |
Apollo Atlas Management, LLC |
| 17. |
|
| 18. |
Apollo Centre Street Management, LLC |
| 19. |
Apollo Chiron Management, LLC |
| 20. |
Apollo Co-Investment Capital Management, LLC |
| 21. |
Apollo Commodities Management, L.P. |
| 22. |
Apollo Credit Management (CLO), LLC |
| 23. |
|
| 24. |
Apollo EPF Management III, LLC |
| 25. |
Apollo Europe Management III, LLC |
| 26. |
Apollo European Senior Debt Management, LLC |
| 27. |
Apollo European Strategic Management, L.P. |
| 28. |
Apollo Global Real Estate Management, L.P. |
| 29. |
Apollo Hercules Management, LLC |
| 30. |
Apollo Hercules Partners, L.P. |
| 31. |
Apollo Hybrid Value Management, L.P. |
| 32. |
Apollo Hybrid Value Management II, L.P. |
| 33. |
Apollo Impact Mission Management, L.P. |
| 34. |
Apollo India Credit Opportunity Management, LLC |
| 35. |
Apollo Infrastructure Opportunities Management II, L.P. |
| 36. |
Apollo Insurance Solutions Group LP |
| 37. |
Apollo Investment Management Europe (Luxembourg) S.a r.l. |
| 38. |
|
| 39. |
Apollo Kings Alley Credit Fund Management, LLC |
| 40. |
Apollo Lincoln Fixed Income Management, LLC |
| 41. |
Apollo Lincoln Private Credit Management, LLC |
| 42. |
|
| 43. |
Apollo Management IX, L.P. |
| 44. |
Apollo Management VII, L.P. |
| 45. |
Apollo Management VIII, L.P. |
| 46. |
Apollo Management X, L.P. |
| 47. |
Apollo Moultrie Credit Fund Management LLC |
| 48. |
Apollo NA Management II, LLC |
| 49. |
Apollo NA Management III, LLC |
| 50. |
Apollo Navigator Management I, LLC |
| 51. |
Apollo |
| 52. |
Apollo Origination Management, L.P. |
122
| 53. |
Apollo PPF Credit Strategies Management, LLC |
| 54. |
Apollo PPF Credit Management, LLC |
| 55. |
Apollo Revolver Capital Management, LLC |
| 56. |
|
| 57. |
Apollo Strategic Origination Management, L.P. |
| 58. |
Apollo Tactical Value SPN Management, LLC |
| 59. |
Apollo Total RetuFund-Investment Grade Management, L.P. |
| 60. |
Apollo Total RetuManagement LLC |
| 61. |
Apollo Tower Credit Management, LLC |
| 62. |
Apollo Union Street Management, LLC |
| 63. |
Apollo Zeus Strategic Management, LLC |
| 64. |
Apollo/Cavenham EMA Management II, LLC |
| 65. |
Financial Credit Investment II Manager, LLC |
| 66. |
Financial Credit Investment III Manager, LLC |
| 67. |
Financial Credit Investment IV Manager, LLC |
| 68. |
Apollo Accord+ Management, L.P. |
| 69. |
Apollo Revolver Management II (ATH), L.P. |
| 70. |
Apollo Revolver Management II, L.P. |
| 71. |
Apollo Aligned Alternatives, L.P. |
| 72. |
Redding Ridge Asset Management, LLC |
Existing Affiliated Funds
| 1. |
AA Infrastructure Fund 1 Ltd. |
| 2. |
ACE Credit Fund, L.P. |
| 3. |
Aegon Ireland plc |
| 4. |
AGRE Debt Fund I, L.P. |
| 5. |
AGRE |
| 6. |
Alteri Investments II, SCSp |
| 7. |
Amissima Diversified Income ICAV |
| 8. |
AMN Loan Fund, L.P. |
| 9. |
AP Kent Credit Master Fund, L.P. |
| 10. |
Apollo Accord Master Fund II, L.P. |
| 11. |
Apollo Accord Master Fund III, L.P. |
| 12. |
Apollo Accord Fund III B, L.P. |
| 13. |
Apollo Accord Fund IV, L.P. |
| 14. |
Apollo Accord Fund V, L.P. |
| 15. |
Apollo A-N Credit Fund, L.P. |
| 16. |
Apollo Asia Real Estate Fund II, L.P. |
| 17. |
Apollo Atlas Master Fund, LLC |
| 18. |
Apollo Centre Street Partnership L.P. |
| 19. |
Apollo Chiron Credit Fund, L.P. |
| 20. |
|
| 21. |
Apollo Credit Master Fund Ltd. |
| 22. |
Apollo Credit Opportunity Fund III LP |
| 23. |
Apollo Credit Strategies Master Fund Ltd. |
| 24. |
Apollo European Principal Finance Fund III (Dollar A), L.P. |
| 25. |
Apollo Hybrid Value Fund, L.P. |
| 26. |
Apollo Hybrid Value Fund II, L.P. |
| 27. |
Apollo Impact Mission Fund, L.P. |
| 28. |
Apollo Infrastructure Opportunities Fund II, L.P. |
| 29. |
Apollo Investment Fund IX, L.P. |
| 30. |
Apollo Investment Fund VII, L.P. |
| 31. |
Apollo Investment Fund VIII, L.P. |
| 32. |
Apollo Investment Fund X, L.P. |
| 33. |
Apollo Lincoln Fixed Income Fund, L.P. |
123
| 34. |
Apollo MidCap US Direct Lending 2019, L.P. |
| 35. |
Apollo Moultrie Credit Fund, L.P. |
| 36. |
Apollo Natural Resources Partners II, L.P. |
| 37. |
Apollo Natural Resources Partners III, L.P. |
| 38. |
Apollo Navigator Aviation Fund I, L.P. |
| 39. |
Apollo Oasis Partners, L.P. |
| 40. |
Apollo Origination Partnership, L.P. |
| 41. |
Apollo Palmetto Strategic Partnership, L.P. |
| 42. |
Apollo PPF Opportunistic Credit Partners (Lux), SCSp |
| 43. |
Apollo PPF Credit Strategies, LLC |
| 44. |
Apollo Revolver Fund, L.P. |
| 45. |
Apollo Strategic Origination Partners, L.P. |
| 46. |
Apollo Tactical Value SPN Investments, L.P. |
| 47. |
Apollo Total RetuFund-Investment Grade, L.P. |
| 48. |
Apollo Total RetuMaster Fund L.P. |
| 49. |
Apollo Tower Credit Fund, L.P. |
| 50. |
Apollo |
| 51. |
Apollo |
| 52. |
Apollo Union Street Partners, L.P. |
| 53. |
Apollo/Cavenham European Managed Account II, L.P. |
| 54. |
Athora Lux Invest S.C.Sp. |
| 55. |
|
| 56. |
Financial Credit Investment III, L.P. |
| 57. |
Financial Credit Investment IV, L.P. |
| 58. |
NNN Investor 1, L.P. |
| 59. |
NNN Investor 2 (Auto), L.P. |
| 60. |
NNN Opportunities Fund, L.P. |
| 61. |
Athora Lux Invest NL S.C.Sp. |
| 62. |
Apollo Accord+ Fund (Lux), SCSp |
| 63. |
Apollo Accord+ Offshore Fund, L.P. |
| 64. |
Apollo Accord+ Fund, L.P. |
| 65. |
Apollo Revolver Fund II (Offshore), L.P. |
| 66. |
Apollo Revolver Fund II, L.P. |
| 67. |
Apollo Revolver Fund II (ATH), L.P. |
| 68. |
Apollo Asset-Backed Finance Fund, L.P. |
| 69. |
Apollo Origination Partnership II (Levered), L.P. |
| 70. |
Apollo Origination Partnership II (Unlevered), L.P. |
| 71. |
Apollo Delphi Fund, L.P. |
| 72. |
Apollo Defined RetuFund, L.P. |
| 73. |
Apollo European Principal Finance Fund IV (Dollar A), L.P. |
| 74. |
Apollo European Principal Finance Fund IV (Dollar B), L.P. |
| 75. |
Apollo European Principal Finance Fund IV (Euro B1), L.P. |
| 76. |
Apollo European Principal Finance Fund IV (Lux Euro B2), SCSp |
| 77. |
Apollo EPF Management IV, L.P. |
| 78. |
Apollo Accord Offshore Fund V, L.P. |
| 79. |
Apollo Accord Fund V (Lux), SCSp |
| 80. |
Apollo Clean Transition Capital Overseas II, L.P. |
| 81. |
Apollo Clean Transition Capital Fund, L.P. |
| 82. |
Apollo Calliope Fund, L.P. |
| 83. |
Apollo Digital Origin Partners, L.P. |
| 84. |
Apollo Core Infrastructure Fund, L.P. |
| 85. |
Apollo Infrastructure Opportunities Fund II (Overseas), L.P. |
| 86. |
Apollo Infrastructure Opportunities Fund II (TE 892), L.P. |
| 87. |
Apollo Infrastructure Opportunities Fund II (Lux), SCSp |
| 88. |
Apollo Infrastructure Opportunities Fund III (Overseas), L.P. |
| 89. |
Apollo Infrastructure Opportunities Fund III (TE 892), L.P. |
124
| 90. |
Apollo Infrastructure Opportunities Fund III (Lux), SCSp |
| 91. |
Apollo Infrastructure Opportunities Fund III, L.P. |
| 92. |
RRE Bricata 2 Designated Activity Company |
| 93. |
RRE Royal 2 Designated Activity Company |
| 94. |
RRE 16 Loan Management Designated Activity Company |
| 95. |
|
| 96. |
|
| 97. |
RRE 12 Loan Management Designated Activity Company |
| 98. |
|
| 99. |
|
| 100. |
|
| 101. |
RRE 6 Loan Management DAC |
| 102. |
RRE 15 Loan Management Designated Activity Company |
| 103. |
|
| 104. |
RRE 11 Loan Management Designated Activity Company |
| 105. |
|
| 106. |
RRE 5 Loan Management Designated Company |
| 107. |
|
| 108. |
RR 1 Ltd. |
| 109. |
RR 14 Ltd. |
| 110. |
RR 15 Ltd. |
| 111. |
RR 16 Ltd. |
| 112. |
RR 17 Ltd. |
| 113. |
RR 18 Ltd. |
| 114. |
RR 19 Ltd. |
| 115. |
RR 2 Ltd. |
| 116. |
RR 20 Ltd. |
| 117. |
RR 21 Ltd. |
| 118. |
RR 22 Ltd. |
| 119. |
RR 23 Ltd. |
| 120. |
RR 24 Ltd. |
| 121. |
RR 25 Ltd. |
| 122. |
RR 26 Ltd. |
| 123. |
RR 27 Ltd. |
| 124. |
RR 4 Ltd. |
| 125. |
RR 5 Ltd. |
| 126. |
RR 6 Ltd. |
| 127. |
RR 7 Ltd. |
| 128. |
RR 8 Ltd. |
| 129. |
RR Berbere 2 Ltd. |
| 130. |
RR Bhut Jolokia 3 Ltd. |
| 131. |
RR Cayenne 4 Ltd. |
| 132. |
RR Poblano 4 Ltd. |
| 133. |
|
| 134. |
RR Reaper Brown Carolina 3 Ltd. |
| 135. |
RR Tabasco 1 Ltd. |
| 136. |
AP Tundra Holdings LLC |
| 137. |
ALM 2020, Ltd. |
| 138. |
AOP Finance Partners, L.P. |
| 139. |
ATHORA Lux Invest SCSP Duration Fund |
| 140. |
Mercer Multi-Asset Credit Fund |
| 141. |
Apollo Helius Multi-Credit Fund I |
| 142. |
AAA Aviation Holdings, L.P. |
| 143. |
AA Pencil Holdings, L.P. |
| 144. |
AA Tundra Investor, L.P. |
| 145. |
|
125
| 146. |
|
| 147. |
Apollo Credit Secondaries Fund I, L.P. |
| 148. |
Apollo US Broadly Syndicated Loans Fund |
| 149. |
Apollo Opportunistic Credit Fund |
| 150. |
MMJV LLC |
| 151. |
Apollo S3 Equity & Hybrid Solutions Fund, L.P. |
| 152. |
Apollo S3 Equity & Hybrid Solutions Offshore Fund, L.P. |
| 153. |
Apollo S3 Equity & Hybrid Solutions Offshore Fund (Lux), SCSp |
| 154. |
Apollo S3 Equity & Hybrid Solutions Fund (TE 892), L.P. |
Apollo Proprietary Accounts
| 1. |
|
| 2. |
|
| 3. |
ACMP Holdings, LLC |
126
EXHIBIT B
Resolutions of the Board of Directors of
NOW, THEREFORE, BE IT RESOLVED, that the officers (the "Officers") of
RESOLVED FURTHER, that the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to perform all of the agreements and obligations of the Fund in connection with the foregoing resolution and to consummate the transactions contemplated thereby, to take or cause to be taken any and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolution, and the execution by the Officer or Officers of any such documents, instruments, agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing matters shall conclusively establish the Officer's or Officers' authority thereof and the authorization, acceptance, adoption, ratification, approval and confirmation by the Fund thereof.
Adopted January 5, 2024
127
Resolutions of the Board of Directors of
NOW, THEREFORE, BE IT RESOLVED, that the officers (the "Officers") of
RESOLVED FURTHER, that the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to perform all of the agreements and obligations of the Fund in connection with the foregoing resolution and to consummate the transactions contemplated thereby, to take or cause to be taken any and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolution, and the execution by the Officer or Officers of any such documents, instruments, agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing matters shall conclusively establish the Officer's or Officers' authority thereof and the authorization, acceptance, adoption, ratification, approval and confirmation by the Fund thereof.
Adopted January 5, 2024
128
Resolutions of the Board of Trustees of
NOW, THEREFORE, BE IT RESOLVED, that the officers (the "Officers") of
RESOLVED FURTHER, that the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to perform all of the agreements and obligations of the Fund in connection with the foregoing resolution and to consummate the transactions contemplated thereby, to take or cause to be taken any and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolution, and the execution by the Officer or Officers of any such documents, instruments, agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing matters shall conclusively establish the Officer's or Officers' authority thereof and the authorization, acceptance, adoption, ratification, approval and confirmation by the Fund thereof.
Adopted January 5, 2024
129
Resolutions of the Board of Trustees of Apollo S3 Private Markets Fund (the "Fund")
NOW, THEREFORE, BE IT RESOLVED, that the officers (the "Officers") of Apollo S3 Private Markets Fund (the "Fund") be, and they hereby are, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be prepared, executed, delivered and filed with the Securities and Exchange Commission (the "Commission") the application for an order of exemption, including any amendments thereto, pursuant to Section 17(d) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and Rule 17d-1 under the Investment Company Act to authorize the entering into of certain joint transactions and co-investments by the Fund with certain entities which may be deemed to be "affiliates" of the Fund pursuant to the provisions of the Investment Company Act, which such joint transactions and co-investments may otherwise be prohibited by Section 17(d)(4) of the Investment Company Act, Rule 17d-1 thereunder and certain disclosure requirements, and such other or different sections of the Investment Company Act and rules thereunder as any such officer deems necessary or appropriate (the "Application"), as more fully set forth in the draft Application that has been presented to the Board, and to do such other acts or things and execute such other documents, including amendments to the Application, as they deem necessary or desirable to cause the Application to conform to comments received from the staff of the Commission and otherwise to comply with the Investment Company Act and the rules and regulations promulgated thereunder, in such form and accompanied by such exhibits and other documents, as the Officer or Officers preparing the same shall approve, such approval to be conclusively evidenced by the filing of the Application; and
RESOLVED FURTHER, that the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to perform all of the agreements and obligations of the Fund in connection with the foregoing resolution and to consummate the transactions contemplated thereby, to take or cause to be taken any and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolution, and the execution by the Officer or Officers of any such documents, instruments, agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing matters shall conclusively establish the Officer's or Officers' authority thereof and the authorization, acceptance, adoption, ratification, approval and confirmation by the Fund thereof.
Adopted January 5, 2024
130
Resolutions of the Board of Directors of Middle Market Apollo Institutional Private Lending Fund (the "Fund")
NOW, THEREFORE, BE IT RESOLVED, that the officers (the "Officers") of Middle Market Apollo Institutional Private Lending (the "Fund") be, and they hereby are, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be prepared, executed, delivered and filed with the Securities and Exchange Commission (the "Commission") the application for an order of exemption, including any amendments thereto, pursuant to Section 57(i) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and Rule 17d-1 under the Investment Company Act to authorize the entering into of certain joint transactions and co-investments by the Fund with certain entities which may be deemed to be "affiliates" of the Fund pursuant to the provisions of the Investment Company Act, which such joint transactions and co-investments may otherwise be prohibited by Section 57(a)(4) of the Investment Company Act, Rule 17d-1 thereunder and certain disclosure requirements, and such other or different sections of the Investment Company Act and rules thereunder as any such officer deems necessary or appropriate (the "Application"), as more fully set forth in the draft Application that has been presented to the Board, and to do such other acts or things and execute such other documents, including amendments to the Application, as they deem necessary or desirable to cause the Application to conform to comments received from the staff of the Commission and otherwise to comply with the Investment Company Act and the rules and regulations promulgated thereunder, in such form and accompanied by such exhibits and other documents, as the Officer or Officers preparing the same shall approve, such approval to be conclusively evidenced by the filing of the Application; and
RESOLVED FURTHER, that the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to perform all of the agreements and obligations of the Fund in connection with the foregoing resolution and to consummate the transactions contemplated thereby, to take or cause to be taken any and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolution, and the execution by the Officer or Officers of any such documents, instruments, agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing matters shall conclusively establish the Officer's or Officers' authority thereof and the authorization, acceptance, adoption, ratification, approval and confirmation by the Fund thereof.
Adopted June 24, 2024
131
Resolutions of the Sole Trustee (the "Trustee") of Lord Abbett Flexible Income Fund (the "Fund")
NOW, THEREFORE, BE IT RESOLVED, that the officers (the "Officers") of Lord Abbett Flexible Income Fund (the "Fund") be, and they hereby are, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be prepared, executed, delivered and filed with the Securities and Exchange Commission (the "Commission") the application for an order of exemption, including any amendments thereto, pursuant to Section 17(d) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and Rule 17d-1 under the Investment Company Act to authorize the entering into of certain joint transactions and co-investments by the Fund with certain entities which may be deemed to be "affiliates" of the Fund pursuant to the provisions of the Investment Company Act, which such joint transactions and co-investments may otherwise be prohibited by Section 17(d)(4) of the Investment Company Act, Rule 17d-1 thereunder and certain disclosure requirements, and such other or different sections of the Investment Company Act and rules thereunder as any such officer deems necessary or appropriate (the "Application"), as more fully set forth in the draft Application that has been presented to the Trustee, and to do such other acts or things and execute such other documents, including amendments to the Application, as they deem necessary or desirable to cause the Application to conform to comments received from the staff of the Commission and otherwise to comply with the Investment Company Act and the rules and regulations promulgated thereunder, in such form and accompanied by such exhibits and other documents, as the Officer or Officers preparing the same shall approve, such approval to be conclusively evidenced by the filing of the Application; and
RESOLVED FURTHER, that the Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to perform all of the agreements and obligations of the Fund in connection with the foregoing resolution and to consummate the transactions contemplated thereby, to take or cause to be taken any and all further actions, to execute and deliver, or cause to be executed and delivered, all other documents, instruments, agreements, undertakings, and certificates of any kind and nature whatsoever, to incur and pay all fees and expenses and to engage such persons as the Officer or Officers may determine to be necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolution, and the execution by the Officer or Officers of any such documents, instruments, agreements, undertakings and certificates, the payment of any fees and expenses or the engagement of such persons or the taking by them of any action in connection with the foregoing matters shall conclusively establish the Officer's or Officers' authority thereof and the authorization, acceptance, adoption, ratification, approval and confirmation by the Fund thereof.
Adopted January 5, 2024
132
Attachments
Disclaimer
Proxy Statement – Form DEF 14A
Study Data from Virginia Commonwealth University Provide New Insights into Managed Care (Drive Time To Care and Retention In Hiv Care: Rural-urban Differences Among Medicaid Enrollees In the United States South): Managed Care
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