Apollo Management LP

Fees and Compensation

Management Fees

While the Apollo Private Equity Managers and their affiliates receive Management Fees from
Clients, not all of the investors in such Clients bear the burden of paying Management Fees. For
example, certain affiliates of the Apollo Private Equity Managers (including their employees) do
not pay Management Fees to the Apollo Private Equity Managers. The specific payment terms
and other conditions of the Management Fees available to the Apollo Private Equity Managers are
set forth in the applicable Governing Documents. Generally, the Management Fee is calculated as
follows: (i) during the commitment period (e.g., the period during which new portfolio investments
are permitted to be made), the Management Fee is calculated as a percentage of capital
commitments of fee-bearing investors; (ii) after the expiration of the commitment period, the
Management Fee is calculated as a percentage of the adjusted cost of all unrealized investments
attributable to fee-bearing investors; or (iii) over the entire life of the Client and not just after the
expiration of the commitment period, the Management Fee is calculated as a percentage of the
adjusted cost of all unrealized investments attributable to fee-bearing investors. Management Fees
are generally paid to the Apollo Private Equity Managers by deducting such fees from the
applicable Client account or directly billing the Client.

Apollo Investment Fund IV, L.P. no longer pays Management Fees to Apollo Management IV,
L.P., Apollo Investment Fund V, L.P. no longer pays Management Fees to Apollo Management

V, L.P., Apollo Investment Fund VI, L.P. no longer pays Management Fees to Apollo Management
VI, L.P and Apollo Investment Fund VII, L.P. no longer pays Management Fees to Apollo
Management VII, L.P. Apollo Investment Fund VIII, L.P. (“AIF VIII”), Apollo Investment Fund
IX, L.P. (“AIF IX”), Apollo Natural Resources Partners, L.P. (“ANRP”), Apollo Natural
Resources Partners II, L.P. (“ANRP II”), Apollo Natural Resources Partners III, L.P., Apollo
Special Situations Fund, L.P., Apollo Hybrid Value Fund, L.P., Apollo Hybrid Value Fund II,
L.P., Apollo Infra Equity Fund, L.P. (“AIOF I”), Apollo Infrastructure Opportunities Fund II, L.P.
and Apollo Impact Mission Fund, L.P. are assessed an annual Management Fee which is payable
semi-annually or quarterly in advance. References to the foregoing Clients are deemed to include
their respective parallel funds and alternative investment vehicles.

The Management Agreement of a Client is terminated upon the winding up of the Client or in the
event a specified percentage of limited partners vote to: (i) remove the general partner after a
“cause” event as described in the Governing Documents of the applicable Client; or (ii) dissolve
the Client. Pre-paid Management Fees, net of accrued expenses for which the applicable Apollo
Private Equity Manager is entitled to reimbursement, will be returned to the Clients in the event
of termination of the Management Agreement, and, upon such return to Clients, will be returned
to the fee-bearing investors in such Clients.

As described more fully below, an Apollo Private Equity Manager or affiliate receives fees and
expense reimbursements as consideration for other services it provides.

Carried Interest

In addition, an affiliate of an Apollo Private Equity Manager serving as a general partner of each
Client is entitled to receive a carried interest allocation from the Client for which it serves as
general partner. Each carried interest distribution will generally be an amount equal to a
percentage of the profits from each portfolio investment made by such Client after the return of
allocable invested capital (including allocable Management Fees, Organizational Expenses and
Operating Expenses (as defined herein)) and a preferred return to limited partners. All carried
interest distributions payable to the general partners of Clients will be consistent with the
requirements of Section 205 of the Advisers Act and Rule 205-3 thereunder. As described more
fully below, an Apollo Private Equity Manager or affiliate also receives fees as consideration for
other services it provides. The specific payment terms and other conditions of carried interest are
set forth in the relevant Governing Documents.

Application of Governing Documents to Management Fees and Carried Interest

With respect to private Clients that the Apollo Private Equity Managers raise, investors negotiate
terms (including Management Fees payable to the Apollo Private Equity Managers and carried
interest payable to the applicable general partners) through the negotiation of the Governing
Documents.

The limited partnership agreements of Clients generally provide that the general partner allocates
capital from the capital accounts of limited partners to pay Management Fees (be it through capital
contributions or through distributions otherwise payable to such limited partners) and carried

interest distributions are caused to be made by the general partner from the Client to the applicable
Apollo Private Equity Manager and/or the general partner of the Client.

The applicable general partner and/or applicable Apollo Private Equity Manager generally have
the unilateral discretion to waive or reduce the application of certain provisions of the Governing
Documents for a Client with respect to an investor (including those related to fees, carried interest,
transparency, reporting, investment-related policies and participation and transfers of interests in
Clients) without obtaining the consent of any other investor. The applicable general partner and
Apollo Private Equity Manager generally do not receive Management Fees and performance-based
compensation from feeder funds formed for the benefit of principal officers and employees of
Apollo and its affiliates. In the case of family members and friends of such principals and
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Types of Clients

The Apollo Private Equity Managers provide investment advice and serve as investment managers
to the Clients that fall within Apollo’s Private Equity business segment, as well as the infrastructure
portion of Apollo’s Real Assets business segment.

Investors participating in Clients are required to meet certain suitability and net worth
qualifications, such as: (i) an “accredited investor” within the meaning of Rule 501 of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”); (ii) a “qualified purchaser”
as defined in Section 2(a)(51) of the Company Act and the rules and regulations thereunder; or
(iii) a “knowledgeable employee” within the meaning of Rule 3c-5 of the Company Act, depending
on the applicable eligibility requirements of the respective Client.

The minimum investment amount for the Apollo Private Equity Funds is stated in the applicable
Governing Documents and is subject to waiver. There was no minimum investment amount for
AIOF I.