0001527469-17-000037 Sample Contracts

MASTER SUB-ADVISORY AGREEMENT ADDENDUM TWO
Master Sub-Advisory Agreement • June 9th, 2017 • Athene Holding LTD • Life insurance

This Master Sub-Advisory Agreement Addendum Two is made this 8th day of June, 2017 (this “Addendum”), by and among Athene Asset Management, L.P., a Cayman Islands exempted limited partnership (the “Investment Manager”), Apollo Capital Management, L.P., a Delaware limited partnership (“ACM”), Apollo Global Real Estate Management, L.P., a Delaware limited partnership (“AGREM”), ARM Manager LLC, a Delaware limited liability company (“ARM”), Apollo Longevity, LLC, a Delaware limited liability company (“ALL”) and Apollo Emerging Markets, LLC, a Delaware limited liability company (“AEM” and together with ACM, AGREM, ARM and ALL, the “Sub-Advisors), pursuant to that certain Amended and Restated Master Sub-Advisory Agreement, effective as of April 1, 2014 (as further amended, supplemented or modified from time to time, the “Master Sub-Advisory Agreement”) by and among the Investment Manager and the Sub-Advisors. Capitalized terms used but not defined herein shall have the meanings ascribed to

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FIFTH AMENDED AND RESTATED FEE AGREEMENT
Fee Agreement • June 9th, 2017 • Athene Holding LTD • Life insurance • New York

This Fifth Amended and Restated Fee Agreement (this “Agreement”), dated June 8, 2017 and effective as of January 1, 2017, amends and restates that certain Fourth Amended and Restated Fee Agreement between Athene Asset Management, L.P. (“AAM”) and Athene Holding Ltd. (“AHL”), dated August 31, 2016 (the “Prior Agreement”).

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