Apollo Manager LLC

FEES AND COMPENSATION
Management Fees
The Manager charges a Management Fee. The Management Fee is payable monthly in arrears as
described in each of the Manager Clients’ Governing Documents. In calculating the Management
Fee, each of the Manager Clients uses its NAV before giving effect to accruals for the Management
Fee, the performance fee applicable to each Client (the “Performance Fee”), combined annual
distribution fee and shareholder servicing fee or distributions payable on its shares. The Manager
or an affiliate may rebate, waive or reduce the Management Fee charged to certain investors at the
sole discretion of the Manager or such affiliate. Any such rebate, waiver or reduction may be
effected either by way of purchase of additional shares by the Manager or such affiliate for the
investor or by way of rebate to the relevant investor’s account. The Management Fee with respect
to a Manager Client may alternatively, in the discretion of the Manager, instead be paid in whole
or in part by such Manager Client’s subsidiaries, in which case it shall result in a change in the
cash or retained earnings of such subsidiaries. Unless explicitly identified herein, references to
Management Fees include the Management Fees payable to the Manager Clients. Special Fees
that are allocable to those investors who bear Management Fees will be applied to reduce the
Management Fees paid by those investors. As such, the portion of such Special Fees (as defined
herein) attributable to Apollo’s investment or to the investments of investors that do not pay
Management Fees will be retained by Apollo. In practice, the only fees that are generally expected
to be paid and treated as Special Fees are mergers and acquisition transaction fees (sometimes
referred to as “transaction fees”) payable in connection with an acquisition and management
consulting fees payable thereafter.

For future Clients, the Manager and its affiliates are expected to be entitled to receive Management
Fees; but not all of the investors in such Clients are likely to bear the burden of paying Management
Fees. For example, certain affiliates of the Manager (including employees) do not pay
Management Fees. The specific payment terms and other conditions of the Management Fees
available to the Manager for future Clients will be set forth in the applicable Governing Documents.
Such fees are generally payable to the Manager monthly, quarterly, semi-annually, or annually in
arrears as set forth in the applicable Governing Documents. However, there can be instances where
Management Fees are paid monthly, quarterly, semi-annually, or annually in advance; in such
cases, the Manager shall have the right to waive or adjust Management Fees that are paid in
advance, depending on the facts and circumstances.

Management Fees paid to the Manager for services provided to future Clients are expected to be
based on capital contributions, invested capital (including borrowed amounts), net asset values or
other similar metrics as opposed to capital commitments. Certain investors could negotiate terms
(including fees and expenses payable to the Manager) through Governing Documents.

Management Fees are paid to the Manager by directly billing or deducting such fees from the
applicable account.

The Manager will be paid the Management Fees regardless of a Client’s performance. The
Manager’s entitlement to the Management Fees, which is not based upon performance metrics or

goals, might reduce its incentive to devote its time and effort to seeking investments that provide
attractive risk-adjusted returns for the Clients’ portfolios. The Clients will be required to pay the
Manager the Management Fees in a particular period despite experiencing a net loss or a decline
in the value of their portfolios during that period.
As described more fully below, the Manager receives fees and expense reimbursements as
consideration for other services it provides.
Performance-Based Compensation
Manager Clients. As set forth in Item 6, the Manager or one of its affiliates is entitled to receive
performance-based compensation based upon each of the Manager Clients’ total return above a
certain hurdle amount, subject to a “high-water mark” through which the recoupment of past
annual total return losses offsets the positive annual total return for purposes of calculating such
performance-based compensation. The Governing Documents include further details on fees,
compensation, and related matters.
Other Clients. To the extent the Manager or one of its affiliates could receive performance-based
compensation (e.g., carried interest, incentive allocations, and incentive fees), the specific payment
terms and other conditions of the performance-based compensation available to the Manager or its
affiliates will be set forth in the Governing Documents.

Performance-based compensation payable to the Manager or its affiliates could be payable
quarterly, annually, or more frequently in arrears, on a deal-by-deal basis, back-end basis (after
return of capital and preferred return), or as otherwise described in the applicable Governing
Documents. In the case of a Client structured as a hedge fund, performance-based compensation
will likely be payable annually to the applicable general partner in arrears.

The general partners or similar persons of Clients structured as a hedge fund are expected to receive
performance-based, partnership incentive allocations, as opposed to carried interest distributions.
These partnership allocations are generally calculated on an annual basis and take into account
both net realized and unrealized capital appreciation of the net asset value of the applicable Client,
subject to certain net loss carry-forward (known as a “high water mark”) and/or other hurdle
provisions (such as a preferred return). Once these are realized, such allocations are generally not
expected to be subject to a clawback.
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TYPES OF CLIENTS
The Manager currently provides investment advice and serves as the manager to the Manager
Clients. All investors in the Manager Clients are subject to applicable suitability requirements.
The Manager requires that each investor in the Manager Clients meet the definition of an
“accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”).
For AIC, the minimum initial purchase amount is $2,500 for S Shares, I Shares, F-S Shares, F-I
Shares, A-I Shares and A-II Shares and the minimum subsequent purchase amount is $500 for
each type of Share, except for additional purchases pursuant to the distribution reinvestment plan
(“DRIP”), which are not subject to a minimum purchase amount. The minimum account balance
is $500. The minimum purchase amount for each type of Share can be modified or waived in the
sole discretion of AIC or the dealer manager, including for certain financial firms that submit
orders on behalf of their customers, our officers and directors and certain employees of Apollo,
including its affiliates, vehicles controlled by such employees and their extended family members.
AIC and the dealer-manager reserve the right to designate and re-designate the status of financial
intermediaries in their sole discretion.
For ABC, the minimum initial purchase amount is $2,500 for S Shares, I Shares, I (Acc) Shares,
T-S Shares, T-I Shares, P-S Shares, P-I Shares, F-S Shares, F-I Shares, F-I (Acc) Shares, BD
Shares, A-I Shares and A-II Shares and the minimum subsequent purchase amount is $500 for
each type of Share, except for additional purchases pursuant to the DRIP, which are not subject to
a minimum purchase amount. The minimum account balance is $500. The minimum purchase
amount for each type of Shares can be modified or waived in the sole discretion of ABC or the
dealer manager, including for certain financial firms that submit orders on behalf of their
customers, our officers and directors and certain employees of Apollo, including its affiliates,
vehicles controlled by such employees and their extended family members. ABC and the dealer-
manager reserve the right to designate and re-designate the status of financial intermediaries in
their sole discretion.
Investors participating in Clients are generally required to meet certain suitability and net worth
qualifications, such as an “accredited investor” within the meaning of Rule 501 of Regulation D
under the Securities Act, depending on the applicable eligibility requirements of the respective
Client. The minimum investment amount for Clients will be stated in the applicable Governing
Documents and will be subject to waiver.