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1. Introduction
Respect and integrity are integral to the vision and mission of Apollo Global
Management, LLC (together with its subsidiaries, the Company) and are two of our most
important values. Accordingly, this Code of Business Conduct and Ethics (this Code) covers a
wide range of business practices and procedures. While it does not cover every issue that may
arise, it establishes basic principles to guide the Companys directors, officers, employees,
partners, members, owners and principals, all of whom are expected to comply with the
principles of this Code and applicable laws, rules and regulations. This Code should also be
provided to and followed by the Companys agents and representatives, including consultants
(together with the Companys directors, officers, employees, partners, members, owners and
principals, you or the Covered Persons). In many cases, more specific requirements are
contained in the various corporate policies, procedures and guidelines that you can obtain from
your supervisor or through the Companys human resources department (the Human Resources
Department). Certain subsidiaries of the Company act as investment managers to various
funds, and in such capacity act as fiduciaries and owe a series of duties to these funds and their
investors, including a general duty to act at all times in their best interest and avoid actual and
apparent conflicts of interest. More specific requirements are set forth in the Code of Ethics of
such investment managers.
2. Responsibility and Administration
AGM Management, LLC, the manager of the Company (the Manager) is responsible
for communicating and implementing this Code throughout the Company. The Audit Committee
(the Audit Committee) of the Board of Directors of the Company (the Board) is responsible
for monitoring those activities. Day-to-day administration of this Code will be directed by a
compliance officer (the Compliance Officer). We have appointed the Companys Chief Legal
Officer and Chief Compliance Officer as the Companys Compliance Officer. The Compliance
Officer will report directly to the Audit Committee as appropriate with respect to this Code.
Each of the Covered Persons is accountable for his or her actions and responsible for knowing
and abiding by this Code.
3. Compliance with Law
It is the policy of the Company that its business will be conducted in accordance with
applicable federal, state and local laws and regulations, the applicable laws and regulations of
any foreign jurisdictions where we operate, the applicable rules and requirements of the New
York Stock Exchange, and in a manner that will reflect a high standard of ethics. The laws, rules
and regulations applicable to the Company are far-reaching and complex. Although you are not
expected to know the details of all laws, rules and regulations, it is important to know enough to
decide when to get advice from your supervisor, the Compliance Officer or other appropriate
personnel. Compliance with the law does not comprise our entire ethical responsibility; rather, it
is a minimum, absolutely essential condition for performance of our duties. Perceived pressure
from supervisors or demands due to business conditions are not excuses for violating the law.
Any questions or concerns about the legality of an action should be addressed with the
Compliance Officer as further described in Section 12 below.
4. Conflicts of Interest
(a) General Guidance
You are prohibited from engaging in any activity, practice, or act which conflicts with, or
appears to conflict with, the interests of the Company.
Not all conflict of interest situations can be anticipated or described. However, this
section describes a few specific situations in which a conflict exists or may exist. These
examples are not a comprehensive list of all possible conflicts of interest. The purpose is to
provide guidance to Covered Persons in order to enable them to avoid situations in which
personal activities and financial affairs are, or may appear to be, in conflict with their
responsibility to act in the best interest of the Company.
Generally speaking, a conflict of interest exists when an obligation or a situation resulting
from an individuals personal activities or financial affairs may adversely influence his or her
judgment in the performance of duties to the Company. For the protection of both the Company
and the individual, it is essential that all such conduct or transactions be fully disclosed to
appropriate persons before they be undertaken. In all cases of doubt, you should make a full
disclosure to your supervisor or the Compliance Officer.
You are not to engage in any conduct that is disloyal, competitive, or damaging to the
(b) Business Dealings
You should deal with all persons doing business with the Company in a completely fair
and objective manner, without favor or preference based upon personal financial considerations.
You are not to use your position within the Company to provide personal gain for yourself,
family members, or friends. Specifically, any personal connection that you may have with an
outside party, such as a consultant, with which the Company is considering doing business, must
be disclosed to your supervisor or the Compliance Officer.
(c) Outside Employment
Except as authorized by the Compliance Officer, Covered Persons may not be employed,
provide services for, or receive remuneration from any person or entity other than the Company
or any related party.
Covered Persons and their immediate family members may not work for, or serve as a
director, officer, trustee of or adviser to, a competitor of the Company, except with the prior
approval of the Compliance Officer. In addition, Covered Persons may not serve as a director of
any for-profit institution or member of a creditors committee except in connection with such
Covered Persons employment responsibilities, without the prior approval of the Compliance
Each Covered Person who seeks approval for engaging in any outside employment
described in this Section 4(c), must send a written or electronic request to the Compliance
Officer or designee describing the nature of the outside employment, the time commitment
involved, the parties for whom such Covered Person will be working or associated with, and
other relevant particulars of the employment. Requests to engage in such outside employment
will be reviewed by the Compliance Officer or designee on a case-by-case basis.
(d) Family Members and Close Personal Relationships
In general, without prior approval from the Compliance Officer, you may not act on
behalf of the Company in any transaction or business relationship involving yourself, members
of your family, or other persons or organizations with which you or your family have any
significant personal connection or financial interest.
Negotiating with the Company on behalf of others with whom you or your family have a
significant connection should be avoided if there is a risk that your involvement would be
perceived as self-dealing or trading upon your position with the Company.
(e) Gifts, Gratuities and Other Benefits
The Company intends to conduct its business in accordance with high ethical standards.
You must promptly report to the Compliance Officer or designee all gifts received from or given
to anyone doing business with, or who is seeking to do business with, the Company that exceed
$100 in value. You are prohibited from soliciting gifts for yourself or for anyone else, or
accepting gifts from, or giving gifts to, anyone in return for any business, service, or confidential
information of the Company.

For the purposes of this Code, the term gift includes anything of value for which you
are not required to pay the retail or usual and customary cost. A gift may include meals or
refreshments, goods, services, tickets to entertainment or sporting events, or the use of a
residence, vacation home, or other accommodations. Gifts given by others to members of your
family, to those with whom you have a close personal relationship, and to charities designated by
you, are considered to be gifts to you for purposes of this Code.

Covered Persons may, however, accept or give customary and inexpensive gifts
(including birthday and anniversary gifts, gifts for recognition of service and accomplishment),
common courtesies, promotional items, business-related meals, entertainment or favors, and
attend or host permitted golf outings and similar business related functions, when (i) such gifts
are neither so frequent nor so generous as to appear excessive; (ii) the acceptance or giving of
such gift will not place the recipient under any obligation to the donor and will not create the
appearance of influencing the recipient; and (iii) the level of expense associated with such gift is
reasonable and customary in the context of the Companys business and the relationship with the
donor or recipient. As a general matter, gifts having a value of $100 or less will be considered
immaterial and therefore permissible.

We prohibit bribes to or kickbacks from anyone, anywhere in the world, for any reason.
You must not engage in soliciting, receiving, or accepting, directly or indirectly, any bribe,
kickback or other payment or benefit from any employee or agent of any current or prospective
vendor, supplier, guest, landlord, lessee, competitor, or other person or entity in any matter
related to the Company. Any Covered Person who pays or receives bribes or kickbacks will be
immediately terminated and reported, as warranted, to the appropriate authorities. A kickback or
bribe includes giving any item of value with the intent to improperly obtain favorable treatment.

Covered Persons are expected to make decisions about the use or purchase of materials,
equipment, consultants, advice, property, and supplies with the intent of receiving the best value
for the Company. Such decisions should consider total cost, competitiveness, quality, and
service in addition to other factors relevant to the Companys business.

(f) Political Activity and Political Contributions
Civil laws, criminal laws and regulations vary by jurisdiction regarding interactions with
public officials. Improper contact with public employees at any level of government including
elected officials, appointed officials, and public employees at the federal, state, and local levels
may adversely impact the Companys business interests and reputation. Improper contact may
also lead to civil and criminal liability for the individual employee, and potentially for the
Company as well. In order to ensure compliance with the numerous applicable regulatory
regimes, the following actions must be pre-cleared by the Compliance Officer:
Political contributions, either in your professional or personal capacity; and
Gifts to government officials or public employees who are not members of your
immediate family given in either your professional or personal capacity.
Covered Persons must submit a request in writing to the Compliance Officer or designee (e-mails
acceptable) and receive pre-clearance before engaging in any of these activities.
(g) Financial Interests
In addition to the reporting of gifts as provided in the Companys policies, Covered
Persons must immediately disclose any financial interest they or their family may have in any
firm that does business with, or competes with, the Company. A conflict of interest may exist
when a Covered Person or a member of his or her family, directly or indirectly, owns a
significant financial interest (ownership or otherwise) in any organization which is a competitor
of the Company or has current or prospective business with the Company as a supplier, guest, or
contractor that he or she may be able to influence. A significant financial interest means (i)
ownership of greater than 5% of the equity of a client, supplier or competitor or (ii) an
investment in a client, supplier or competitor that represents more than 5% of the total assets of
the employee.
(h) Loans or Other Financial Transactions
Without the prior approval of the Compliance Officer, no employee may obtain loans or
guarantees of personal obligations from, or enter into any other personal financial transaction
with, any company that is a client, supplier or competitor of the Company. This guideline does
not prohibit arms-length transactions with recognized banks or other financial institutions.
(i) Service on Boards and Committee
No employee should serve on a board of directors or trustees or on a committee of any
entity (whether profit or not-for-profit) whose interests reasonably could be expected to conflict
with those of the Company. Employees must obtain prior approval from the Compliance Officer
before accepting any such board or committee position.
5. Taking Company Business Opportunities
Without the prior approval of the Compliance Officer, you may not, directly or indirectly,
(i) take for yourself business or investment opportunity from someone doing business or seeking
to do business with the Company that is made available to you solely as a result of your
association with the Company or are discovered through the use of corporate property or
information or your position, and whose acceptance would create a perception that actions you
take may not be in the Companys or its clients best interests, (ii) use corporate property or
information or your position for personal gain, or (iii) compete with the Company. Opportunities
belong to the Company when, for example, the Company has pursued the opportunity, when the
opportunity has been offered to the Company, when the opportunity is in an industry in which
the Company competes, when the Company has funded the opportunity, when the Company has
devoted facilities or personnel to develop the opportunity, or when the opportunity is in the same
line of business as the Companys business. You owe the Company a duty to advance its
legitimate interests when the opportunity to do so arises.
6. Protection of Company Property and Assets
All employees have a responsibility to protect the Companys assets from loss, damage,
misuse or theft and to ensure efficient use of assets. Company assets (such as funds, equipment
or computers, other than for incidental personal use) must not be used for personal use or gain
and may only be used for business purposes and other purposes approved by an officer of the
Company. The Companys assets may never be used for illegal or improper purposes. The
Companys property should not be taken out of Company facilities for use outside of the normal
course of Company business unless necessary and authorized by your supervisor or an officer of
the Company in connection with Company work.
7. Proprietary Information
Maintaining the confidentiality of Company information is essential for competitive,
security and other business reasons, as well as to comply with federal and state securities laws.
All confidential or proprietary information of the Company must be protected.
You must not improperly use or disclose to others any confidential information relating
to the Company. Confidential information includes all information that you obtain during the
course of your relationship with the Company that has not been officially or publicly disclosed or
is common knowledge. Examples of confidential information include, but are not limited to,
pricing, inventions, financial data, trade secrets and know-how, acquisition and divestiture
opportunities, marketing and sales programs, research and development information and client
and supplier information. No Covered Person should disclose the Companys confidential or
proprietary information to anyone within or outside of the Company unless (i) the disclosure is
legally mandated, (ii) the recipient will generally need this information to carry out his or her
assigned responsibilities as a director, officer or employee of the Company, or (iii) as an outsider
who has been properly authorized by an officer of the Company to receive such information. A
Covered Persons obligation to protect confidential information continues after such individual
leaves the Company.
Inadvertent disclosure of confidential information may expose the Company and you to
significant risk of investigation and litigation. The timing and nature of the Companys
disclosure of material information to outsiders is subject to legal rules, the breach of which could
result in substantial liability to you, the Company and its management. Accordingly, inquiries
from the press, media, investment analysts, investors or others in the financial community or the
public regarding the Company should only be answered by the officers or employees of the
Company designated to respond to such inquiries.
8. Inside Information and Securities Trading
In the course of business activities, you may become aware of nonpublic information
regarding the business, operations or securities of the Company that would be material to our
investors decision to buy, sell or hold securities. The United States securities laws prohibit the
trading of securities on the basis of such nonpublic information (often called inside
information) if it is material and you must follow the Companys Insider Trading Policy as
amended from time to time and posted on our internal website to ensure compliance with such
9. Fair Competition and Dealing
No Covered Person should ever use any illegal or unethical method to gather competitive
information. Stealing or possessing proprietary information or trade secret information that was
obtained without consent or inducing such disclosures by past or present employees of other
companies is prohibited. Additionally, the Company and its employees are required to comply
with state and federal antitrust and unfair competition laws, as well as applicable antitrust and
unfair competition laws of other countries in which the Company does business. A Covered
Person who questions whether a contemplated action may violate fair competition laws should
speak to his or her supervisor or the Compliance Officer.

Each Covered Person should endeavor to deal fairly with the Companys clients,
suppliers, competitors and employees. None should take unfair advantage of such persons
through manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair dealing practice.

10. Responsibility to the Companys Employees
The Company is committed to treating all employees with honesty, fairness and respect,
and providing a safe and healthy work environment. Abusive, harassing or offensive conduct is
unacceptable, whether verbal or physical. Examples of unacceptable behaviour include, but are
not limited to, derogatory comments based on racial or ethnic characteristics and unwelcome
sexual advances. The Company will not tolerate discrimination or harassment on the basis of
race, color, creed, religion, national origin or ancestry, sex, gender (including gender identity),
age, citizenship status, alienage, physical or mental disability, medical condition, genetic
predisposition, veteran or military status, marital or registered domestic partner status, sexual
orientation, arrest or conviction record, status as a victim of domestic violence, stalking and sex
offenses or any other impermissible criterion or circumstances protected by applicable federal,
state or local law, ordinance or regulation in dealing with employees, clients, suppliers or any
other business contacts. The Company will not tolerate, condone or allow sexual harassment
whether engaged in by co-workers, supervisors, clients, or other non-employees who conduct
business with the Company. Covered Persons are directed to report harassment when it occurs to
a supervisor, the Human Resources Department or to any member of the management they feel
comfortable reporting to. Additionally, the Company is committed to providing all employees
and others who are on Company property with a safe and secure environment. Accordingly, all
personnel are expected to comply with all health and safety laws and regulations as well as
Company policies governing health and safety. All personnel should immediately report
accidents, injuries and unsafe equipment, practices or conditions to a supervisor or the Human
Resources Department.
11. Accuracy and Retention of Business Records
(a) General
Accounting standards and applicable laws, rules and regulations require that transactions
and events relating to the Companys operations and assets must be properly recorded in the
books and accounts of the Company and accurately reported in the applicable reports required by
and filed with the Securities and Exchange Commission (the SEC) and other United States
regulatory agencies. To ensure compliance with accounting standards and applicable laws, rules
and regulations, all assets, liabilities, expenses and transactions must be recorded in the
Companys regular books of account in a manner consistent with the Companys internal
controls and accounting policies. False, misleading, incomplete or inaccurate record keeping is
All books, records and accounts shall be made and retained in a manner that, in
reasonable detail, accurately, completely and objectively reflects transactions and events.
Undisclosed or unrecorded funds or assets of the Company must not be established or maintained
for any purpose. No false or artificial entries may be made. Documentation of all material
business transactions must accurately describe the essential information. No entry may be made
or recorded in the Companys books and records or reported in any disclosure document that
misrepresents, omits, hides or disguises the true nature of the event or transaction, and all entries
and reports must be made in a timely manner.
All Covered Persons must immediately report any concerns about the Companys
financial records, accounting, internal accounting controls or auditing procedures to the
Compliance Officer.
(b) Records Retention
Certain documents and other records, including electronic ones, of the Company must be
retained for various periods of time under legal and regulatory requirements. To ensure
compliance with applicable legal and regulatory requirements, all records of the Company
should be maintained or destroyed only in accordance with the Companys record retention
guidelines. In any event, Covered Persons must not destroy, shred or alter records that are in any
way related to a threatened, imminent or pending legal or administrative proceeding, litigation,
audit or investigation. Covered Persons who become aware of such a proceeding, litigation,
audit or investigation must immediately contact the Compliance Officer. Employees should
consult their supervisor or the Compliance Officer for questions related to the Companys record
retention guidelines or the propriety of disposing of a Company document or record.
(c) Financial Statements
Knowingly misrepresenting facts related to preparing financial statements, financial data
or other Company records is strictly prohibited by Company policy and the law. In that regard,
you must not (i) make or approve, or direct another person to make, materially false or
misleading entries in the financial statements or records of the Company, (ii) fail to correct any
financial statements or records of the Company that are materially false or misleading when you
have the authority to make such corrections, or (iii) sign, or permit or direct another to sign, a
document that contains materially false or misleading information or that omits material
information necessary to prevent the document, in light of the circumstances at the time, from
being misleading.
(d) Periodic Reports and Other Disclosure Documents
We are committed to providing full, fair, accurate, timely and understandable disclosure
in periodic reports we file with the SEC (Periodic Reports) and in all other disclosure
documents filed with or submitted to the SEC or provided to the Companys investors or
prospective investors (Disclosure Documents). If you help prepare, review, file or distribute
the Companys Periodic Reports or Disclosure Documents, or collect and submit financial and
non-financial data for inclusion in such reports or documents, you should:
Promptly notify appropriate management of all material information relating to the
Company, particularly during periods in which any such report or document is being
Carefully review the financial statements and other financial information (including, as
applicable, footnote disclosure, selected financial data, and the Managements Discussion
and Analysis of Financial Condition and Results of Operation) contained in drafts of any
Periodic Reports or Disclosure Document submitted to you for review.
If you believe the financial statements or other financial information included in such
report or document does not fairly present in all material respects the financial condition,
results of operations and cash flows of the Company, you should promptly notify
appropriate management of any issues, concerns or significant deficiencies in the
financial and non-financial disclosure contained in any draft Periodic Report or
Disclosure Document.
Promptly notify appropriate management if you become aware of (i) any significant
deficiencies in the design or operation of the Companys internal controls that could
adversely affect the Companys ability to record, process, summarize and report financial
data and information, and (ii) any fraud, whether or not material, that involves
management or other Company employees who have a significant role in the Companys
financial reporting or internal controls.
(e) Dealings with External Auditors and Internal Audit Staff
Our personnel who communicate with our external auditors and internal audit staff must
adhere to the guidelines set forth below.
You should be candid and forthright in all dealings with the Companys external
auditors or internal audit staff, and you must not knowingly misrepresent facts or knowingly fail
to disclose material facts.
You must not take, or direct any other person to take, any action to fraudulently
influence, coerce, manipulate, or mislead any auditor engaged in the performance of an audit of
the Companys financial statements for the purpose of rendering such financial statements
materially misleading.
You must not make false or misleading statements to an accountant or auditor in
connection with any audit or examination of the Companys financial statements.
(f) Steps to Take if You Disagree with or Question Financial Statements or
If you have a disagreement or dispute with your superiors relating to the Companys
financial statements or the way transactions are recorded in the Companys books, you should
take appropriate steps to ensure that the situation is resolved properly. You should report your
concerns in accordance with the reporting procedures set forth in Section 12. You should
document your understanding of the facts, the issues involved, and the parties with whom these
matters were discussed. If you are an attorney, you may be subject to additional ethical and legal
responsibilities with respect to reporting such matters, and you should follow the procedures
defined by the Companys legal department with respect to such matters.
(g) Additional Requirements for Principal Executive and Financial Officers
In addition to the requirements specified elsewhere in this Code, the Companys principal
executive officers, principal financial officers, controllers or principal accounting officers, or
persons performing similar functions, shall be responsible for the following: conducting
themselves in an honest and ethical manner, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; compiling full, fair,
accurate, timely and understandable disclosure in the periodic reports of the Company filed with
or submitted to the SEC and in other public communications made by the Company; complying
with applicable governmental laws, rules and regulations; and promptly reporting any violations
of this Code.
12. Enforcement
The Companys Compliance Officer and all executive and management personnel are
charged by the Manager with ensuring that this Code and the Companys corporate policies will
govern, without exception, all business activities of the Company. Such responsibilities include,
but are not limited to, periodically distributing to and discussing this Code with Covered Persons
to ensure knowledge of and compliance with this Code, and disclosing this Code to the public as
required by applicable law, rules and regulations.
(a) Where to Go with a Question, Concern or to Report a Violation
We encourage and expect you to bring possible violations of this Code to the attention of
management by reporting them to the Compliance Officer.

Every person covered by this Code has a responsibility to report any misconduct. If you
believe a fellow Covered Person is violating this Code or otherwise acting in an illegal or
unethical manner, you must report it. Doing so will not be considered an act of disloyalty, but an
action that shows your sense of responsibility to the Companys clients, stockholders and fellow
employees, and that will help safeguard the reputation and the assets of the Company. Reporting
violations of this Code is also necessary because in some cases failure to report an illegal act by
another person is itself a criminal act for which you could be prosecuted. Violations of this Code
may cause an employee, officer or director to be subject to appropriate action, up to and
including disciplinary action or immediate termination. Your report will be investigated with
confidentiality and you will be protected from retaliation. It is unacceptable to file a report if
you know it is false, and doing so will subject you to discipline.
(b) Interpretation
If you need an explanation or you want to know if a provision of this Code applies to a
particular situation, the best place to start is with your supervisor. Additionally, the Compliance
Officer, together with the Compliance Officers designated compliance staff, will consult in a
confidential manner on specific issues and matters of policy covered by this Code and on all
questions regarding the interpretation, scope, and application of the policies set forth in this
(c) Accounting, Internal Accounting Controls or Auditing Matters
If you have a concern about the Companys accounting, internal accounting controls or
auditing matters you should report the violation to the Compliance Officer who will
communicate with the Audit Committee as appropriate. The Audit Committee consists entirely
of directors who are independent of Company management.
(d) Confidential; No Retaliation
Any good faith communication of possible violations will be kept confidential to the
extent practicable. There will be no punishment or retaliation if you in good faith report the
improper conduct of other people. We take claims of retaliation seriously. Allegations of
retaliation will be investigated and appropriate action taken.
(e) Waivers of this Code
In certain extraordinary situations, a waiver of a provision of this Code may be granted.
Contact the Compliance Officer, if you believe special circumstances warrant a waiver of any of
this Codes provisions. Any waiver of this Code for executive officers, directors, the chief
financial officer, the controller or persons performing similar functions may be made only by the
Manager. Waivers will be promptly disclosed as required by applicable laws, rules and
(f) Amendments to Code; Audit Procedures
Amendments to this Code must be in writing and approved by the Manager and the Audit
Committee of the Board. The Compliance Officer, chief executive officer, chief financial
officer, or the Manager may, at their discretion, from time to time, establish and disseminate
additional personnel policies and procedures, and accounting and financial policies and
procedures to monitor and to test compliance with this Code.
(g) Violations of this Code
Violations of this Code will not be tolerated by the Company. Reported violations or
apparent violations will be reviewed by the Compliance Officer and Company management and
appropriate disciplinary action will be taken, up to and including termination of employment or
service with the Company.
(h) At Will Employment
This Code does not create any contract of employment or express or imply a promise that
employment may be terminated only for the reasons stated herein. Unless otherwise agreed to in
writing by the authorized officer or department of the Company, employees are employed at will.
This means that employment is not guaranteed for any specific duration of time, and the
Company retain the rights to terminate the individuals employment at any time with or without
cause. No oral representations made by any Company employee with respect to continued
employment can alter this relationship.