THIRD AMENDED AND RESTATED MASTER SUB-ADVISORY AGREEMENTMaster Sub-Advisory Agreement • February 20th, 2020 • Athene Holding LTD • Life insurance • New York
This Third Amended and Restated Master Sub-Advisory Agreement (this “Agreement”), effective as of October 1, 2019 (the “Effective Date”), is entered into by and among Athene Asset Management LLC, a Delaware limited liability company, f/k/a Athene Asset Management, L.P. (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”), Apollo Royalties Management, LLC, a Delaware limited liability company (“AR”) and Apollo Emerging Markets, LLC, a Delaware limited liability company (“AEM”, and, together with ACM, AGREM, ARM, ALL and AR, and any other sub-advisors as may be appointed from time to time pursuant to Section 1(b) below, the “Sub-Advisors”).
FIRST AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • February 20th, 2020 • Athene Holding LTD • Life insurance
This FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT (this “Amendment”), effective as of October [•], 2019 (the “First Amendment Effective Date”), is made by and among Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer (“ACRA”), ADIP Holdings (A), L.P., a Cayman Islands limited partnership (“ADIP A”), ADIP Holdings (B), L.P., a Cayman Islands limited partnership (“ADIP B”), ADIP Holdings (C), L.P., a Cayman Islands limited partnership (“ADIP C”), ADIP Holdings (D), L.P., a Cayman Islands limited partnership (“ADIP D”), ADIP Holdings (E), L.P., a Cayman Islands limited partnership (“ADIP E”) and ADIP Holdings (Lux), L.P., a Cayman Islands limited partnership (“ADIP Lux” and, together with ADIP A, ADIP B, ADIP C, ADIP D and ADIP E, the “Co- Investors” and each, a “Co-Investor”) and Athene Life Re Ltd., a reinsurance company organized under the laws of Bermuda (“ALRe” and, together with the Co-Investors, the “Shareholders”). ACRA, the Co-Investors and ALRe are the “Partie
FIRST AMENDMENT TO MODIFIED COINSURANCE AGREEMENT (SEPARATE ACCOUNT FA BUSINESS)Coinsurance Agreement • February 20th, 2020 • Athene Holding LTD • Life insurance
This FIRST AMENDMENT TO MODIFIED COINSURANCE AGREEMENT (SEPARATE ACCOUNT FA BUSINESS) (this “Amendment”), effective as of June 1, 2018 (the “Amendment Effective Date”), is made by and between VOYA INSURANCE AND ANNUITY COMPANY, an insurance company organized under the laws of the State of Iowa (the “Ceding Company”), and ATHENE ANNUITY & LIFE ASSURANCE COMPANY, a reinsurance company organized under the laws of the State of Delaware (the “Reinsurer”).
SECOND AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • February 20th, 2020 • Athene Holding LTD • Life insurance
This SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT (this “Amendment”), effective as of [•], 2020 (the “Second Amendment Effective Date”), is made by and among Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer (“ACRA”), ADIP Holdings (A), L.P., a Cayman Islands limited partnership (“ADIP A”), ADIP Holdings (B), L.P., a Cayman Islands limited partnership (“ADIP B”), ADIP Holdings (C), L.P., a Cayman Islands limited partnership (“ADIP C”), ADIP Holdings (D), L.P., a Cayman Islands limited partnership (“ADIP D”), ADIP Holdings (E), L.P., a Cayman Islands limited partnership (“ADIP E”) and ADIP Holdings (Lux), L.P., a Cayman Islands limited partnership (“ADIP Lux” and, together with ADIP A, ADIP B, ADIP C, ADIP D and ADIP E, the “Co- Investors” and each, a “Co-Investor”) and Athene Life Re Ltd., a reinsurance company organized under the laws of Bermuda (“ALRe” and, together with the Co-Investors, the “Shareholders”). ACRA, the Co-Investors and ALRe are the “Parties” and
VOTING AGREEMENT dated as of October 27, 2019 by and among APOLLO MANAGEMENT HOLDINGS, L.P. andVoting Agreement • February 20th, 2020 • Athene Holding LTD • Life insurance
VOTING AGREEMENT (this “Agreement”), dated as of October 27, 2019, by and among Apollo Management Holdings, L.P., a Delaware limited partnership (“AMH”) and each Person identified on the signature pages hereto as an Other Shareholder (the “Other Shareholders”).
AMENDMENT NO. 1 TO THE COOPERATION AGREEMENTThe Cooperation Agreement • February 20th, 2020 • Athene Holding LTD • Life insurance • New York
This AMENDMENT NO. 1 TO THE COOPERATION AGREEMENT (this “Amendment”), dated as of January 7, 2020 (the “First Amendment Effective Date”), is made by and between ATHORA HOLDING LTD. (“Athora”), and ATHENE HOLDING LTD. (“Athene”).
MODIFIED COINSURANCE AGREEMENT (FA BUSINESS)Modified Coinsurance Agreement • February 20th, 2020 • Athene Holding LTD • Life insurance • Iowa
This MODIFIED COINSURANCE AGREEMENT (FA BUSINESS) (this “Agreement”), effective as of December 31, 2019 (the “Effective Date”), is made by and between Venerable Insurance and Annuity Company (formerly known as Voya Insurance and Annuity Company), an insurance company organized under the Laws of the State of Iowa (the “Ceding Company”), and Athene Annuity Re Ltd., a Bermuda Class E insurer under the Insurance Act 1978 that has filed an election under Section 953(d) of the Code (as defined below) to be taxed as a U.S. corporation (the “Reinsurer”).
ACRA INVESTMENT ENTITIESSHAREHOLDERS AGREEMENT DATED AS OF October 1, 2019Shareholders Agreement • February 20th, 2020 • Athene Holding LTD • Life insurance
This SHAREHOLDERS AGREEMENT, dated as of October 1, 2019 (this “Agreement”), is made by and among Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer (“ACRA”), ADIP Holdings (A), L.P., a Cayman Islands limited partnership (“ADIP A”), ADIP Holdings (B), L.P., a Cayman Islands limited partnership (“ADIP B”), ADIP Holdings (C), L.P., a Cayman Islands limited partnership (“ADIP C”), ADIP Holdings (D), L.P., a Cayman Islands limited partnership (“ADIP D”), ADIP Holdings (E), L.P., a Cayman Islands limited partnership (“ADIP E”) and ADIP Holdings (Lux), L.P., a Cayman Islands limited partnership (“ADIP Lux” and, together with ADIP A, ADIP B, ADIP C, ADIP D, ADIP E and any additional limited partnership formed for the purpose of investing in ACRA that executes a counterpart to this Agreement (if such Person is not then a party to this Agreement), the “Co-Investors” and each, a “Co-Investor”), Athene Life Re Ltd., a reinsurance company organized under the laws of Bermuda
FIRST AMENDMENT TO REINSURANCE AGREEMENT (FA BUSINESS)Reinsurance Agreement • February 20th, 2020 • Athene Holding LTD • Life insurance
This FIRST AMENDMENT TO REINSURANCE AGREEMENT (FA BUSINESS) (this “Amendment”), effective as of July 1, 2018 (the “Amendment Effective Date”), is made by and between VOYA INSURANCE AND ANNUITY COMPANY, an insurance company organized under the laws of the State of Iowa (the “Ceding Company”), and ATHENE ANNUITY & LIFE ASSURANCE COMPANY, a reinsurance company organized under the laws of the State of Delaware (the “Reinsurer”).
TRANSACTION AGREEMENT dated as of October 27, 2019, by and among ATHENE HOLDING LTD., APOLLO GLOBAL MANAGEMENT, INC., THE APOLLO OPERATING GROUPTransaction Agreement • February 20th, 2020 • Athene Holding LTD • Life insurance • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of October 27, 2019, by and among Athene Holding Ltd., a Bermuda exempted company (“AHL”), Apollo Global Management, Inc., a Delaware corporation (“AGM”) and each Person identified on the signature pages hereto as a member of the Apollo Operating Group.
