0001193125-04-055682 Sample Contracts

INVESTMENT ADVISORY MANAGEMENT AGREEMENT BETWEEN APOLLO INVESTMENT CORPORATION AND APOLLO INVESTMENT MANAGEMENT L.P.
Management Agreement • April 1st, 2004 • Apollo Investment Corp • New York

Agreement made this [X] day of March 2004, by and between APOLLO INVESTMENT CORPORATION, a Maryland corporation (the “Corporation”), and APOLLO INVESTMENT MANAGEMENT L.P., a Delaware limited partnership (the “Adviser”).

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ADMINISTRATION AGREEMENT
Agreement • April 1st, 2004 • Apollo Investment Corp • New York

AGREEMENT (this “Agreement”) made as of March , 2004 by and between Apollo Investment Corporation, a Maryland corporation (hereinafter referred to as the “Corporation”), and Apollo Investment Administration, LLC, a Delaware limited liability company, (hereinafter referred to as the “Administrator”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • April 1st, 2004 • Apollo Investment Corp • New York

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of March [x], 2004 (the “Effective Date”) by and between Apollo Management, L.P. (the “Licensor”), and Apollo Investment Corporation, a corporation organized under the laws of the State of Maryland (“Corporation”) (each a “party,” and collectively, the “parties”).

] Shares Common Stock ($.001 Par Value Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • April 1st, 2004 • Apollo Investment Corp • New York

Apollo Investment Corporation, a Maryland corporation (the “Company”), proposes to issue and sell an aggregate of shares (the “Firm Shares”) of Common Stock, $.001 par value per share (the “Common Stock”), of the Company. It is understood that, subject to the conditions hereinafter stated, the Firm Shares will be sold by the Company to the several Underwriters named in Schedule A hereto (the “Underwriters”) in connection with the offer and sale of such Firm Shares. UBS Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. shall act as joint book-running managers (the “Joint Book-Running Managers”).

GLOBAL CUSTODY AGREEMENT BETWEEN APOLLO INVESTMENT CORPORATION AND JPMORGAN CHASE BANK March 15, 2004
Global Custody Agreement • April 1st, 2004 • Apollo Investment Corp • New York

This Agreement, dated as of March 15,_2004, is between JPMORGAN CHASE BANK (“Bank”), with a principal place of business at 270 Park Avenue, New York, N.Y. 10017; and APOLLO INVESTMENT CORPORATION (“Customer”) with a place of business at 1301 Avenue of the Americas, New York, N.Y. 10019.

TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT by and between: APOLLO INVESTMENT CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY Dated: April , 2004
Transfer Agency and Registrar Services Agreement • April 1st, 2004 • Apollo Investment Corp • New York

This Transfer Agency and Registrar Services Agreement (the “Agreement”), dated as of April , 2004 is between Apollo Investment Corporation, a Maryland corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (“AST”).

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