0001193125-24-003487 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • January 5th, 2024 • Apollo S3 Private Markets Fund • New York
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APOLLO S3 PRIVATE MARKETS FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST December 19, 2023
Agreement and Declaration • January 5th, 2024 • Apollo S3 Private Markets Fund

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on December 19, 2023 by and among the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder.

APOLLO S3 PRIVATE MARKETS FUND FORM OF SELLING AND SHAREHOLDER SERVICING AGREEMENT
Selling and Shareholder Servicing Agreement • January 5th, 2024 • Apollo S3 Private Markets Fund

Apollo Global Securities, LLC (“Distributor”) serves as the principal underwriter for Apollo S3 Private Markets Fund (the “Fund”), a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to a distribution agreement with the Fund. [ ] (“Dealer”) and Distributor hereby agree that Dealer will participate in the distribution of certain classes of shares of the Fund described in Exhibit C hereto (“Shares”) and separately will provide certain non-distribution shareholder services to the holders of Shares, subject to the terms of this Agreement (“Agreement”), dated as of the [ ] day of [ ], 2024.

DISTRIBUTION AGREEMENT
Distribution Agreement • January 5th, 2024 • Apollo S3 Private Markets Fund • New York

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this 19th day of December, 2023, by and between Apollo S3 Private Markets Fund, a Delaware statutory trust (the “Fund”), and Apollo Global Securities, LLC (the “Distributor”), a Delaware limited liability company.

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT ENTERED INTO BETWEEN APOLLO CREDIT MANAGEMENT, LLC AND APOLLO S3 PRIVATE MARKETS FUND
Investment Advisory and Management Agreement • January 5th, 2024 • Apollo S3 Private Markets Fund • New York

This Investment Advisory Agreement (the “Agreement”) is entered into as of December 19, 2023 by and between APOLLO S3 PRIVATE MARKETS FUND (the “Fund”), a Delaware statutory trust, and APOLLO CREDIT MANAGEMENT, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Adviser”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 5th, 2024 • Apollo S3 Private Markets Fund

This Expense Limitation Agreement (the “Agreement”) is made this 19th day of December, 2023, by and between APOLLO S3 PRIVATE MARKETS FUND, a Delaware statutory trust (the “Fund”), and APOLLO CREDIT MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).

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