ATHS DEF 14A Report ended June 2, 2020

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1.	to elect the directors of Athene Holding Ltd. named in the accompanying proxy statement;

2.	to appoint PricewaterhouseCoopers LLP (“ PwC ”), an independent registered accounting firm, as the Company’s independent auditor to serve until the close of the Company’s next annual general meeting in 2021;

3.	to refer the determination of the remuneration of PwC to the audit committee of the board of directors of the Company; and

4.	to vote on a non-binding advisory resolution to approve the compensation paid to the Company’s named executive officers (“ Say on Pay ”).

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1.	to elect the directors of Athene Holding Ltd. named in this proxy statement;

2.	to appoint PricewaterhouseCoopers LLP (“ PwC ”), an independent registered accounting firm, as the Company’s independent auditor to serve until the close of the Company’s next annual general meeting in 2021;

3.	to refer the determination of the remuneration of PwC to the audit committee of the board of directors of the Company; and

4.	to vote on a non-binding advisory resolution to approve the compensation paid to the Company’s named executive officers (“ Say on Pay ”).

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Q:	Why are you holding a virtual meeting instead of a physical meeting?

A:	In light of public health and safety concerns as well as widespread travel restrictions related to the COVID-19 outbreak, our Annual General Meeting will be a virtual meeting where shareholders can participate by accessing a website using the Internet. There will not be a physical meeting location.

Q:	How can I attend the Annual General Meeting?

A:	The Annual General Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual General Meeting only if you were a shareholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual General Meeting. No physical meeting will be held.

Q:	How do I register to attend the Annual General Meeting virtually on the Internet?

A:	If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual General Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

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•

In the event that any Tentative 9.9% Shareholder exists, then (A) the votes of the Controlled Shares of each such Tentative 9.9% Shareholder will be reduced pro rata to the extent necessary such that the aggregate votes of such Controlled Shares constitute no more than 9.9% of the total votes attributable to all shares of the Company issued and outstanding; and (B) the votes of all Restricted Common Shares will be reduced to zero.

•

The votes of all Class A common shares whose votes were not reduced pursuant to the adjustments above will be increased pro rata based on their then current voting power, in an aggregate amount equal to the aggregate reduction in votes of Class A common shares pursuant to the adjustments above; provided, that the increase will be limited as to any Class A common share to the extent necessary to avoid (A) causing any person other than a Permitted 9.9% Shareholder to be a 9.9% Shareholder or (B) creating a RPII Control Group.

•	“ 9.9% Shareholder ” means a person whose Controlled Shares constitute more than nine and nine-tenths percent (9.9%) of the total votes attributable to all shares of the Company issued and outstanding.

•

“ Apollo Group ” means, (i) Apollo Global Management, Inc. (“ AGM ”), (ii) AAA Guarantor - Athene, L.P., (iii) any investment fund or other collective investment vehicle whose general partner or managing member is owned, directly or indirectly, by AGM or by one or more of AGM’s subsidiaries, (iv) BRH Holdings GP, Ltd. and its shareholders, (v) any executive officer or employee of AGM or its subsidiaries, (vi) any Shareholder that has granted to AGM or any of its affiliates a valid proxy with respect to all of such Shareholder’s Class A common shares pursuant to Bye-law 34 and (vii) any affiliate of a person described in clauses (i), (ii), (iii), (iv), (v) or (vi) above; provided, that none of the Company or its subsidiaries will be deemed to be a member of the Apollo Group.

•	“ Controlled Shares ” means, in reference to any person, all Class A common shares owned by such person or any of its affiliates beneficially within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder.

•	“ Permitted 9.9% Shareholder ” means a person that has received consent of at least 70% of the board of directors (or, after March 31, 2021, 75% of the board of directors) to be a 9.9% Shareholder.

•

“ Restricted Common Shares ” means a Class A common share that is treated (for purposes of Section 954(d)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), as applicable for purposes of Section 953(c) of the Code) as owned (in whole or in part) by any person (other than a member of the Apollo Group (without regard to clause (v) of the definition of “Apollo Group”)) who is treated (for purposes of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) as owning any stock of AGM.

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“ RPII Control Group ” means any RPII Shareholder, or any person or persons who control (within the meaning of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) a RPII Shareholder, who would be treated (for purposes of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) as owning more than 49.9% of the total voting power of all classes of stock entitled to vote of the Company or any Subsidiary of the Company but not more than 50% of the total value of the stock of the Company or such Subsidiary, respectively, but for the application of these voting adjustments.

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•	“ RPII Shareholder ” means a U.S. Person who owns (within the meaning of Section 958(a) of the Code) any stock of the Company.

•	“ Tentative 9.9% Shareholder ” means a person that, but for these adjustments to the voting rights of Class A common shares, would be a 9.9% Shareholder; provided, that in no event will a Permitted 9.9% Shareholder be a Tentative 9.9% Shareholder.

•	“ U.S. Person ” means a “United States person”, as such term is defined in Section 957(c) of the Code.

•

No Shareholder (or, to its actual knowledge, any direct or indirect beneficial owner thereof) who is a “United States shareholder” of the Company (within the meaning of Section 953(c) of the Code), nor any “related person” (within the meaning of Section 953(c) of the Code) to such Shareholder (or such owner), shall at any time knowingly permit itself to be a Related Insured Entity. For these purposes, a “Related Insured Entity” is any person who is (directly or indirectly) insured or reinsured by any of the Company’s subsidiaries as specified in Schedule 1 hereto or by any ceding company as specified in Schedule 2 hereto to which the Company’s subsidiaries provide reinsurance (as such Schedules may be amended by the board of directors from time to time and published on the Company’s website).

•	No Shareholder who is a U.S. Person shall knowingly permit itself (or, to its actual knowledge, any direct or indirect beneficial owner thereof) to own (directly, indirectly or constructively pursuant to Section 958 of the Code) shares of the Company possessing 50% or more of the total voting power or total value of the Company’s stock.

•

No Shareholder (or, to its actual knowledge, any direct or indirect beneficial owner thereof) nor any “related person” (within the meaning of Section 953(c) of the Code) to such Shareholder (or such owner) (in all cases, excluding any member of the Apollo Group) may (i) acquire any interests (for this purpose, including any instrument or arrangement that is treated as an equity interest for U.S. federal income tax purposes) in AGM or (ii) make any investment, or enter into a transaction, that, to the actual knowledge of such Shareholder at the time such Shareholder, owner or related person becomes bound to make the investment or enter into the transaction, would cause such Shareholder, owner or related person, or any other U.S. Person, to own (directly, indirectly or constructively pursuant to Section 958 of the Code) shares of the Company possessing 50% or more of the total voting power or total value of the Company’s stock.

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(1)	The percentage of beneficial ownership of our Class A common shares is based on 203,815,874 Class A common shares outstanding as of February 29, 2020.

(2)

Consists of shares held of record by the following members of the Apollo Group (as defined herein) (the “ Apollo Holders ”): 605,555 Class A common shares held of record by AAA Guarantor-Athene, L.P.; 80,096 Class A common shares held of record by Apollo Palmetto Advisors, L.P.; 220,000 Class A common shares held of record by Apollo Principal Holdings V, L.P.; 24,749,728 Class A common shares held of record by Apollo Principal Holdings VIII, L.P.; 1,569,625 Class A common shares held of record by AAA Holdings, L.P.; one Class A common share held of record by Apollo Insurance Solutions Group LP; 30,344 Class A common shares that have been granted to employees of Apollo Insurance Solutions Group LP and are held of record by Apollo Management Holdings, L.P. as custodian; all Class A common shares beneficially owned by Mr. Belardi and Mr. Wheeler, pursuant to a voting agreement among Apollo Management Holdings, L.P., Mr. Belardi, and Mr. Wheeler, to which Mr. Belardi and Mr. Wheeler irrevocably appointed Apollo Management Holdings, L.P. as its proxy to vote all such shares at any meeting of the Company’s shareholders; 2,882,191 Class A common shares held of record by APH I Holdings - Wednesday Sub (Cayman), LLC; 126,144 Class A common shares held of record by APH II Holdings - Wednesday Sub (Cayman), LLC; 440,296 Class A common shares held of record by APH III Holdings - Wednesday Sub (Cayman), LLC; 498,872 Class A common shares held of record by APH IV Holdings - Wednesday Sub (Cayman), LLC; 70,584 Class A common shares held of record by APH V Holdings - Wednesday Sub (Cayman), LLC; 375,365 Class A common shares held of record by APH VI Holdings - Wednesday Sub (Cayman), LLC; 182,050 Class A common shares held of record by APH VII Holdings - Wednesday Sub (Cayman), LLC; 1,262,505 Class A common shares held of record by APH VIII Holdings - Wednesday Sub (Cayman), LLC; 202,951 Class A common shares held of record by APH IX Holdings - Wednesday Sub (Cayman), LLC; 36,457 Class A common shares held of record by APH X Holdings - Wednesday Sub (Cayman), LLC; 1,309,203 Class A common shares held of record by APH XI Holdings - Wednesday Sub (Cayman), LLC; 283,829 Class A common shares held of record by APH XII Holdings - Wednesday Sub (Cayman), LLC; and 20,288,737 Class A common shares held of record by AMH Holdings - Wednesday Sub (Cayman), LLC.

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(3)

The address of each of Apollo Principal Holdings V, L.P., Apollo Principal Holdings VIII, L.P., APH I Holdings - Wednesday Sub (Cayman), LLC; APH II Holdings - Wednesday Sub (Cayman), LLC; APH III Holdings - Wednesday Sub (Cayman), LLC; APH IV Holdings - Wednesday Sub (Cayman), LLC; APH V Holdings - Wednesday Sub (Cayman), LLC; APH VI Holdings - Wednesday Sub (Cayman), LLC; APH VII Holdings - Wednesday Sub (Cayman), LLC; APH VIII Holdings - Wednesday Sub (Cayman), LLC; APH IX Holdings - Wednesday Sub (Cayman), LLC; APH X Holdings - Wednesday Sub (Cayman), LLC; APH XI Holdings - Wednesday Sub (Cayman), LLC; APH XII Holdings - Wednesday Sub (Cayman), LLC; and AMH Holdings - Wednesday Sub (Cayman), LLC is c/o Walkers Corporate Limited, Cayman Corporate Center, 27 Hospital Road, Georgetown, KY1-9008, Grand Cayman, Cayman Islands. The address of AAA Holdings, L.P. is Trafalgar Court, Les Banques, GY1 3QL, St. Peter Port, Guernsey, Channel Islands. The address of Athene Insurance Solutions Group LP is 2121 Rosecrans Ave., Suite 5300, El Segundo, CA 90245. The address of each of Apollo Palmetto Advisors, L.P., AAA Guarantor-Athene, L.P., Apollo Management Holdings, L.P., and Apollo Global Management, Inc. is 9 West 57th Street, 43rd Floor, New York, New York 10019.

(4)	The number of shares listed for The Vanguard Group is based on the Schedule 13G filed by The Vanguard Group on March 6, 2020. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(5)	The number of shares listed for Wellington Management Group LLP is based on the Schedule 13G filed by Wellington Management Group LLP on January 27, 2020. The address of Wellington Management Group LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.

(6)

Consists of (1) 1,004,384 Class A common shares held of record by the James and Leslie Belardi Family Trust, (2) 16,657 Class A common shares held of record by the Belardi Family Irrevocable Trust, (3) 28,005 Class A common shares held of record by the Belardi 2018 GRAT, (4) 131,691 Class A common shares held of record by the Belardi 2019 GRAT, (5) options to acquire 260,585 Class A common shares vested as of April 29, 2020, (6) warrants held of record by the Belardi Family Irrevocable Trust exercisable for 334,325 Class A common shares, (7) warrants held of record by the Belardi 2018 GRAT exercisable for 656,299 Class A common shares and (8) warrants held of record by the Belardi 2019 GRAT exercisable for 2,987,183 Class A common shares. Excludes 112,959 restricted Class A common shares, 51,873 Class A restricted stock units and options to acquire 123,352 Class A common shares which are unvested as of April 29, 2020. Mr. Belardi disclaims beneficial ownership of all common shares of Athene held by the Belardi Family Irrevocable Trust and the members of the Apollo Group.

(7)	Consists of (1) 469,500 Class A common shares, (2) options to acquire 147,783 Class A common shares vested as of April 29, 2020 and (3) warrants exercisable for 2,375,000 Class A common shares. Excludes 58,759 restricted Class A common shares, 40,633 Class A restricted stock units and options to acquire 94,263 Class A common shares which are unvested as of April 29, 2020.

(8)	Consists of (1) 1,601,220 Class A common shares, (2) options to acquire 89,042 Class A common shares vested as of April 29, 2020 and (3) warrants exercisable for 232,462 Class A common shares. Excludes 44,195 restricted Class A common shares, 34,753 Class A restricted stock units and options to acquire 78,394 Class A common shares which are unvested as of April 29, 2020.

(9)	Consists of (1) 92,797 Class A common shares, (2) options to acquire 90,953 Class A common shares vested as of April 29, 2020 and (3) warrants exercisable for 132,916 Class A common shares. Excludes 45,652 restricted Class A common shares, 34,062 Class A restricted stock units and options to acquire 77,694 Class A common shares which are unvested as of April 29, 2020.

(10)

Consists of (1) 156,941 Class A common shares held of record by Frank Gillis individually,  (2) 20,000 Class A common shares held of record by an individual retirement account in the name of Mr. Gillis, (3) 12,708 Class A common shares held of record by the Gillis Family Trust, (4) options to acquire 57,394 Class A common shares vested as of April 29, 2020, (5) warrants held of record by Frank Gillis individually exercisable for 718,600 Class A common shares and (6) warrants held of record by the Gillis Family Trust exercisable for 285,000 Class A common shares. Excludes 19,970 restricted Class A common shares and options to acquire 15,613 Class A common shares which are unvested as of April 29, 2020. Mr. Gillis disclaims beneficial ownership of all common shares of Athene held by the Gillis Family Trust.

(11)

Consists of Class A common shares held by entities directly or indirectly controlled by Mr. Rowan. The reported amount does not include, and Mr. Rowan disclaims beneficial ownership of, Class A common shares owned by the Apollo Holders, as well as AP Alternative Assets, L.P. (“ AAA ”), which is a limited partner of AAA Investments, L.P. Mr. Rowan does not have the power to vote or dispose of any Athene common shares that may from time to time be held by AAA or the Apollo Holders and therefore is not deemed to beneficially own such shares.

(12)	Excludes 3,542 restricted Class A common shares which are unvested as of April 29, 2020.

(13)

Mr. Lohr disclaims beneficial ownership of all common shares of Athene held of record or beneficially owned by the Apollo Holders or any other member of the Apollo Group. In addition to his ownership of our Class A common shares, Mr. Lohr also owns interests in AAA, which is a limited partner of AAA Investments, L.P. Mr. Lohr does not have the power to vote or dispose of any Athene common shares that may be held from time to time by AAA and therefore is not deemed to beneficially own such shares. 1,672,718 Class A common shares owned by Mr. Lohr have been pledged as security to a financial institution.

(14)

Mr. Michelini disclaims beneficial ownership of all common shares of Athene held of record or beneficially owned by the Apollo Holders or any other member of the Apollo Group. Mr. Michelini owns interests in AAA, which is a limited partner of AAA Investments, L.P. Mr. Michelini does not have the power to vote or dispose of any Athene common shares that may be held from time to time by AAA and therefore is not deemed to beneficially own such shares.

(15)	Consists of (1) 37,147 Class A common shares held of record by PENSCO Trust Co. Custodian FBO Robert L. Borden IRA and (2) 20,012 Class A common shares held of record by Mr. Borden individually. Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.

(16)	Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.

(17)	Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.

(18)	Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.

(19)	Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.

(20)	Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.

(21)	Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.

(22)	Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.

(23)	Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.

(24)

Mr. Kleinman disclaims beneficial ownership of all common shares of Athene held of record or beneficially owned by the Apollo Holders or any other member of the Apollo Group. Mr. Kleinman owns interests in AAA, which is a limited partner of AAA Investments, L.P. Mr. Kleinman does not have the power to vote or dispose of any Athene common shares that may be held from time to time by AAA and therefore is not deemed to beneficially own such shares.

(25)	Totals include restricted common shares, warrants and options held by such individuals which have vested or will vest as of April 29, 2020.

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•	our Class I directors are Messrs. Belardi, Michelini, Leach, Lohr and Rowan and their terms will expire at our annual general meeting to be held in 2022;

•	our Class II directors are Messrs. Wrubel, Ruisi, Zeko and Kleinman, and Ms. Taitz and their terms will expire at our annual general meeting to be held in 2020; and

•	our Class III directors are Messrs. Borden, McCall and Beilinson and Dr. Puffer and Ms. Hormozi and their terms will expire at our annual general meeting to be held in 2021.

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•	the integrity of the Company’s consolidated financial statements and financial and accounting processes;

•	compliance with the audit, legal, accounting and internal controls requirements by AHL and its subsidiaries;

•	the independent auditor’s qualifications, independence and performance;

•

related party transactions other than transactions between AHL and its subsidiaries and Apollo and its affiliates (other than AHL and its subsidiaries) and other related party transactions ancillary thereto that are required to be reviewed by the conflicts committee or by the disinterested directors on our board of directors as described under “— Conflicts Committee ” below, or are expressly exempt from such review under our internal policies;

•	the performance of the Company’s internal control over financial reporting and its subsidiaries’ internal control over financial reporting (including monitoring and reporting by subsidiaries) and the function of the Company’s internal audit department;

•	the Company’s legal and regulatory compliance and ethical standards;

•	procedures to receive, retain and treat complaints regarding accounting, internal controls over financial reporting or auditing matters and to receive confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

•	the review of the Company’s financial disclosure and public filings.

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•	review and approve annually corporate goals and objectives, including financial and other performance targets, relevant to Chief Executive Officer and executive officer compensation;

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•	review and approve annually corporate goals and objectives, including financial and other performance targets, relevant to compensation paid to the other executive officers and key employees of the Company and its subsidiaries;

•	review, approve and, when necessary, make recommendations to the board of directors regarding the Company’s compensation plans for executive officers and key employees, including with respect to incentive compensation plans and share-based plans, policies and programs;

•

review and administer the Company’s share incentive plans and any other share-based plan and any incentive-based plan of the Company and its subsidiaries, including approving grants and/or awards of restricted stock, stock options and other forms of equity-based compensation under any such plans to executive officers, and, at its discretion, delegate authority to senior management to administer such plans for employees of the Company who are not executive officers and key employees;

•	review and approve, for the Chief Executive Officer and other executive officers of the Company, when and if appropriate, employment agreements, severance agreements, consulting agreements and change in control or termination agreements and any benefits or perquisites not broadly applicable to the employee population;

•	prepare the compensation committee report to be included in an annual report or proxy statement, as required by applicable SEC and NYSE rules;

•	review periodically the Company’s compensation plans, policies and programs to assess whether such policies encourage excessive or inappropriate risk-taking or earnings manipulation;

•	review the results of any advisory stockholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such vote; and

•	monitor compliance with stock ownership guidelines for the Chief Executive Officer and other executive officers of the Company.

•	identify, evaluate and recommend individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

•	select, or recommend that our board of directors select, the director nominees to stand for election at each annual general meeting of shareholders of the Company or to fill vacancies on our board of directors;

•	develop and recommend to our board of directors a set of corporate governance guidelines applicable to the Company and its subsidiaries; and

•	oversee the annual performance evaluation of our board of directors and each of its committees.

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•	fitness and propriety for the position, including a high level of professional ethics, integrity, leadership values and the ability to exercise sound judgment;

•	useful qualifications, industry experience, technical expertise; education and other skills and expertise, as well as the interplay of those factors with the qualifications and experience of incumbent directors;

•	a willingness and ability to devote the time necessary to carry out the duties and responsibilities of board membership;

•	a desire to oversee that the operations and financial reporting are effected in an accurate and transparent manner and in compliance with applicable laws, rules and regulations;

•	diversity, including gender, race, national origin, ethnicity and age; and

•	a dedication to the representation of the best interests of the Company and its shareholders.

•	material litigation and other disputes;

•	material regulatory matters, including investigations, enforcement actions and other inquiries;

•	compliance with material laws and regulations; and

•	material compliance, legal and regulatory programs, policies and procedures.

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•	declare dividends on or distributions of or in respect of shares of the Company that, in each case, is not within the scope of authority previously delegated to the executive committee by action of the board of directors;

•	issue shares or authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences and limitations of a series or class of shares unless specifically delegated by action of the board of directors to the executive committee or a subcommittee of the executive committee;

•	recommend to Shareholders any action that requires Shareholder approval;

•	recommend to Shareholders a dissolution or winding up of the Company or a revocation of a dissolution or winding up of the Company;

•	amend or repeal any provision of the memorandum of association or Bye-laws;

•	agree to the settlement of any litigation, dispute, investigation or other similar matter with respect to the Company that is not within the scope of authority previously delegated to the executive committee by the board of directors;

•	approve the sale or lease of real or personal property assets with a fair value greater than a threshold amount specifically delegated to the executive committee by the board of directors;

•

authorize mergers (other than a merger of any wholly-owned subsidiary with the Company), acquisitions, joint ventures, consolidations or dispositions of assets or any business of the Company or any investment in any business or Company by the Company with a fair value in excess of a threshold amount specifically delegated to the committee by the board of directors; or approve the sale, lease, exchange or encumbrance of any material asset of the Company that, in each case, is not within the scope of authority previously delegated to the executive committee by action of the board of directors; or

•	amend, alter or repeal, or take any action inconsistent with any resolution or action of the board of directors.

•	Management Executive Committee: oversees all of our strategic initiatives and our overall financial condition.

•	Management Risk Committee: oversees overall corporate risk, including credit risk, interest rate risk, equity risk, business risk, operational risk and other risks we confront. The committee reports to the board risk committee.

•	Operational Risk Committee: a subcommittee of the Management Risk Committee which oversees operational risk, including information security, disaster recovery, trading activities and operational management of our annuity portfolio.

•	Management Investment Committee: focuses on strategic decisions involving our investment portfolio, such as approving investment limits, new asset classes and our allocation strategy, reviewing large asset transactions as well as monitoring our credit risk and the management of our assets and liabilities. The committee reports to the board risk committee.

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•	attract, retain and motivate high-performing talent;

•	reward outstanding performance;

•	align executive compensation elements with both short-term and long-term company performance; and

•	align the interests of our executives with those of our stakeholders.

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(1)

This column includes the grant date fair value of the performance-based RSAs and time-based RSUs granted to our NEOs in 2019 , calculated in accordance with FASB ASC Topic 718. For the time-based RSUs, grant date fair value is calculated by multiplying the number of RSUs by the closing share price on the date of grant. For the performance-based RSAs, we have reported the grant date fair value assuming the probable outcome of satisfying the performance conditions. Assuming the probable outcome of performance conditions will be achieved, the grant date fair value of the 2019 performance-based RSAs would be as follows: $1,122,525 ; $898,025 ; $785,775 ; $763,315 ; and $269,420 , for Messrs. Belardi, Wheeler, Kvalheim, Klein and Gillis, respectively. Assuming the highest level of performance conditions will be achieved, the grant date fair value of the 2019 performance-based RSAs would be as follows: $1,875,042 ; $1,500,042 ; $1,312,542 ; $1,275,025 ; and $450,034 , for Messrs. Belardi, Wheeler, Kvalheim, Klein and Gillis, respectively. For Mr. Gillis, his 2019 amount also includes the incremental fair value (calculated in accordance with FASB ASC Topic 718) associated with modification of his unvested stock awards under the terms of the Transition Agreement. As noted in the CD&A, Mr. Gillis’ outstanding equity awards were modified in connection with his separation to provide for accelerated or continued vesting and the compensation associated with such modification does not represent newly granted awards.

(2)

This column represents the aggregate grant date fair value of stock options granted in 2019 , calculated in accordance with FASB ASC Topic 718. With respect to the stock options, the Company measures the fair value of each stock option grant at the date of grant using a Black-Scholes option pricing model. The following represents the assumptions used in the Black-Scholes option pricing model: risk-free interest rate of 2.25%, dividend yield of 0.0%, volatility of 25% and expected life of 3.81 years. For Mr. Gillis, his 2019 amount also includes the incremental fair value associated with modification of his option awards under the terms of the Transition Agreement. As noted in the CD&A, Mr. Gillis’ outstanding equity awards were modified in connection with his separation to provide for accelerated or continued vesting and the compensation associated with such modification does not represent newly granted awards.

(3)	The amounts in this column represent annual cash incentive awards paid to the NEOs other than Mr. Belardi. Such amounts were determined by the compensation committee after the end of applicable year and were based on the achievement of financial, operational, and personal objectives.

(4)

For 2019 , these amounts include the Company’s 401(k) matching payment of $16,800 for Messrs. Wheeler and Klein, $21,800 for Mr. Gillis, and $14,063 for Mr. Kvalheim; housing allowances of $33,000 for Mr. Kvalheim and $52,029 (which includes a tax gross-up of $23,738) for Mr. Klein for their residences in Iowa, and $180,000 for Mr. Gillis for his residence in Bermuda; taxable amounts of $68,110 (which includes a tax gross-up of $30,888) for Mr. Kvalheim and $51,376 (which includes a tax gross-up of $23,589) for Mr Klein, for travel expenses from their principal residences to the Company’s office in Iowa; the Company’s payment of tax preparation fees for Messrs. Belardi, Wheeler and Gillis; and $245,000 in fees paid by the Company for financial and estate planning services, primarily to assist Mr. Belardi with estate planning with respect to his holdings of Company equity. Each of these amounts represent the cost paid directly to the NEO or service provider, as applicable.

(5)

Pursuant to an understanding between the Company and ISG, the Company and ISG have each agreed to pay 50% of Mr. Belardi’s annual salary and incentive plan award. The amounts reported for each period reflect only those amounts for which the Company is responsible. The fees for Mr. Belardi’s estate planning services that were paid by the Company are counted towards the amounts for which the Company is responsible.

(6)

In accordance with the terms of Mr. Belardi’s annual incentive award, Mr. Belardi received his annual incentive award of $955,200 for 2019 performance in the form of restricted Class A common shares. The restricted Class A common shares, which are included in the Stock Awards column, were awarded in 2019 as Mr. Belardi’s annual incentive opportunity but were granted in the form of restricted shares in 2020 following the conclusion of and determination of achievement for the 2019 performance period and vest ratably over a two-year period.

(7)	In accordance with the terms of his Transition Agreement, Mr. Gillis received an annual incentive bonus of $900,000.

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(1)

The 2019 annual incentive awards for our NEOs other than Mr. Belardi were based on a combination of five overall corporate financial and operational goals, which comprised 75% of the award, as well as individualized performance goals, which comprised the other 25% of the award. The corporate performance component of the awards has a payout range between 0% and 164% of the corporate performance component. The overall payout range of the awards, including both the corporate performance component and the personal performance component of the award, is between 0% and 200% of the target amount. As noted in the CD&A, Mr. Gillis received an annual incentive bonus of $900,000 in lieu of an annual incentive award payout per the terms of the Transition Agreement.

(2)

All equity incentive plan awards reported in this column, other than the award to Mr. Belardi of 19,216 shares, represent performance-based RSAs. The performance-based RSAs cliff-vest after the 2019 – 2021 performance period provided the recipient is continuously employed during the period and are payable only if the Company achieves specified goals based on three equally weighted performance metrics: average annual adjusted return on equity, cumulative adjusted operating income, and adjusted book value per share, each for the three-year period.

(3)	The time-based RSUs vest ratably over three years provided the recipient remains employed through the applicable vesting date.

(4)	The stock options vest ratably over a three-year period provided the recipient remains employed through the applicable vesting date.

(5)	For valuation methodology, see notes 1 and 2 to the 2019 Summary Compensation Table.

(6)

The award to Mr. Belardi of 19,216 shares represents a 2019 annual incentive award that is dollar-denominated but by its terms is payable in restricted Class A common shares, which vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting date. Mr. Belardi’s annual incentive award was issued with a target value of $925,000 and was based on a combination of five overall corporate financial and operational goals, which comprised 50% of the award, as well as individualized performance goals, which comprised the other 50% of the award. The corporate performance component of the award has a payout range between 0% and 164% of the corporate performance component. The overall payout range of the award, including both the corporate performance component and the personal performance component of the award, is between 0% and 137% of the target amount. 19,216 restricted Class A common shares were issued to Mr. Belardi on 2/21/20 following the compensation committee’s determination of the payout amount of the annual incentive award, which represents the amount of the annual incentive award payout, $955,200 , divided by the closing price of the Class A common shares on the date of issuance.

(7)	The grant date fair value for these awards represents the incremental fair value related to the modification of Mr. Gillis’ outstanding stock awards pursuant to the Transition Agreement and does not reflect a new equity grant.

(8)	The grant date fair value for these awards represents the incremental fair value related to the modification of Mr. Gillis’ outstanding option awards pursuant to the Transition Agreement and does not reflect a new equity grant.

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(1)

This column reports the expiration date for Class M common shares and stock options. Once vested, Class M common shares may remain outstanding until converted into Class A common shares. Class M-4 prime shares that do not vest by the tenth anniversary of the grant date will be forfeited to the Company. Class M time-based common shares vest ratably over a five-year period. Time-based stock options vest ratably over a three-year period.

(2)	As of December 31, 2019, the fair market value of a Class A common share was $47.03.

(3)	Substantially all outstanding equity awards for Mr. Belardi have been transferred to a trust, other than for value, for estate planning purposes.

(4)	This row shows the number of time-based RSUs, which vest ratably over a three-year period.

(5)	This row shows the number of performance-based RSUs, which cliff-vest after a three-year period, assuming performance conditions have been met.

(6)

The number of performance-based RSUs or RSAs that ultimately vest is based on actual performance during the three-year performance period. The number of performance-based RSUs or RSAs reflected in this column is based on the number of performance-based RSUs or RSAs that would vest assuming the target level of performance is achieved. Final payouts under the performance-based RSUs or RSAs will not be known until the respective performance period is completed.

(7)	The award to Mr. Belardi with a grant date of 3/7/17 represents a 2017 annual incentive award that is dollar-denominated but by its terms is payable in restricted Class A common shares which vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting date. Mr. Belardi’s annual incentive award was issued with a target value of $925,000.

(8)	The award to Mr. Belardi with a grant date of 2/20/18 represents a 2018 annual incentive award that is dollar-denominated but by its terms is payable in restricted Class A common shares which vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting date. Mr. Belardi’s annual incentive award was issued with a target value of $925,000.

(9)

The award to Mr. Belardi with a grant date of 4/3/19, as disclosed in footnote 6 of the 2019 Grants of Plan-Based Awards Table, represents a 2019 annual incentive award that is dollar-denominated but by its terms is payable in restricted Class A common shares which vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting date. Mr. Belardi’s annual incentive award was issued with a target value of $925,000. The amount reported represents the number of restricted Class A common shares granted in 2020 after the committee’s determination of the achievement of the 2019 performance goals.

(10)	This row shows the number of performance-based RSAs, which cliff-vest after a three-year period, assuming performance conditions have been met.

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(1)	Comprised of (1) RSUs and (2) restricted share awards issued as part of annual incentive awards in each of 2017 and 2018, all of which vested on 1/1/19 with a market value of $39.83 per share.

(2)	Comprised of RSUs, which vested on 1/1/19 with a market value of $39.83 per share.

(3)	Comprised of RSUs, a portion of which vested on 1/1/19 with a market value of $39.83 per share and a portion of which vested on 12/31/19 in accordance with the Transition Agreement with a market value of $46.96 per share.

(4)	Comprised of Class M-1 common shares which were converted to Class A common shares. The value realized is based upon the difference between the market price of the Class A common shares at exercise and the exercise price of the Class M-1 common shares, multiplied by the number of Class M-1 common shares converted.

(5)

Does not include vesting of Class M common shares, which remain outstanding until they are converted to Class A common shares by the executive. The number of Class M common shares vested and the value realized on vesting of Class M common shares for each of the NEOs during 2019 is as follows: 29,333 shares and $268,076 for Mr. Kvalheim; 41,000 shares and $493,328 for Mr. Gillis; 166,667 shares and $2,371,500 for Mr. Wheeler; and 17,333 shares and $280,956 for Mr. Klein. As part of the Class M Exchange, on February 28, 2020, all outstanding Class M common shares were converted into Class A common shares and warrants to purchase Class A common shares, as described above.

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(1)	For purposes of this table only, all amounts reported in this table were calculated in accordance with the terms of applicable individual award agreements and do not take into account the potential treatment of certain equity awards under Mr. Belardi’s employment agreement, as described above.

(2)

For purposes of this table only, the amounts reported in this column assume that the performance-based RSUs and performance-based RSAs vest at 100% of the target level of the award. Performance-based RSUs and performance-based RSAs awarded under the 2016 Share Incentive Plan become vested based on actual performance through the end of the performance period. Under the share incentive plan, the amount earned is prorated based on the number of days employed during the performance period.

(3)	As noted above, in the event of a Qualifying Termination, Class M performance-based restricted shares that are outstanding and unvested shall remain outstanding and eligible to vest pursuant to their terms for a period of 18 months. For purposes of this table only, the amounts reported in this column

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(4)	The intrinsic value of Class M time-based restricted shares, which are included in the total amounts reported in this column, may result from a change-in-control that occurs either prior to an NEO’s termination of service or a change-in-control that occurs within six months following a Qualifying Termination.

(5)

The amounts in this table do not reflect the actual equity benefits received by Mr. Gillis in connection with his separation. As noted above, Mr. Gillis entered into a Transition Agreement in June 2019 in connection with his retirement from the Company. Please see the description of such agreement above for information regarding the equity benefits received by Mr. Gillis in connection with his separation.

(1)

Voluntary separation does not automatically trigger severance payments. For NEOs other than Mr. Belardi, voluntary separation triggers a severance payment only if the Company decides to enforce any non-compete provision, in which case the NEO would be entitled to an amount of severance benefits up to the amount set forth in the table above for the involuntary separation scenario. Involuntary separation provides for severance to coincide with a 12-month non-compete clause. Severance is not payable where an employee is terminated for cause.

(2)

The total amount reported here represents the Company’s portion of the severance payable to Mr. Belardi in the event of a termination of employment by the Company without cause, by the Company by reason of non-renewal, by Mr. Belardi for good reason, or due to Mr. Belardi’s death or disability, each of which is defined as an involuntary termination under Mr. Belardi’s employment agreement. In each of these scenarios, Mr. Belardi is entitled to receive severance payments in an amount equal to the sum of his then-annual base salary and a pro rata bonus for the year of termination based, in part, on the bonus and annual salary paid to him in the year preceding his termination. In the event of an involuntary termination other than due to death or disability, Mr. Belardi is entitled to receive an additional severance payment equal to his then-annual base salary multiplied by a bonus percentage, calculated based on the bonus paid to him in the year preceding his termination and divided by his annual base salary in the year preceding his termination. The amount reported here includes such additional severance payment, which would only be payable in the event of an involuntary termination other than due to death or disability. Mr. Belardi is also eligible to receive certain post-termination benefits under his employment agreement with ISG.

(3)	Severance does not include any pro-rata bonus payable at the discretion of the Company.

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(4)	The amounts in this table do not reflect the actual benefits received by Mr. Gillis in connection with his separation. As noted above, Mr. Gillis entered into a Transition Agreement in June 2019 in connection with his retirement from the Company. Please see the description of such agreement above for information regarding the benefits received by Mr. Gillis in connection with his separation.

•	The annual total compensation of the median employee of the Company (other than Mr. Belardi) (the “ Median Employee ”) was $85,259 .

•	Mr. Belardi’s annual total compensation, as reported in the Total column of the 2019 Summary Compensation Table, was $4,254,581 .

•	Based on this information, the ratio of the annual total compensation of Mr. Belardi to the annual total compensation of the Median Employee is estimated to be 50 to 1.

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(1)	This column reflects the retainer and fees earned in 2019 for service on the board of directors and committees, including any fees earned for physical attendance at special meetings held in the United Kingdom.

(2)

This column includes the grant date fair value of the restricted Class A common shares granted to eligible directors in 2019 , calculated in accordance with FASB ASC Topic 718, which has been calculated by multiplying the number of restricted common shares by the closing share price on the date of grant. As of December 31, 2019 , the number of outstanding unvested equity awards held by each director is as follows: 29,733 ; 29,187 ; 27,550 ; 27,580 ; 29,275 ; 29,451 ; 30,088 ; 27,580 ; 5,843 and 3,701 for Messrs. Beilinson, Borden, Leach, McCall, Puffer, Ruisi, Taitz, Wrubel and Zeko and Ms. Hormozi, respectively.

(3)	This column reflects fees earned in 2019 for serving as a director of a subsidiary/subsidiaries of the Company.

(4)	Includes $570,000 received for serving on three special board committees.

(5)	Includes $420,000 received for serving on two special board committees.

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(6)	Includes $341,250 received for serving on two special board committees.

(7)	Includes $228,750 received for serving on a special board committee.

(8)	Includes $150,000 received for serving on a special board committee.

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(1)

a base management fee equal to the sum of (i) 0.225% per year of the lesser of (A) the aggregate market value of substantially all of the assets in substantially all of the investment accounts of or relating to us (collectively, the Accounts) on December 31, 2018 of $103.4 billion (the “ Backbook Value ”) and (B) the aggregate market value of substantially all of the assets in the Accounts at the end of the respective month, plus (ii) 0.15% per year of the amount, if any (the “ Incremental Value ”), by which the aggregate market value of substantially all of the assets in the Accounts at the end of the respective month exceeds the Backbook Value; plus

(2)	with respect to each asset in an Account, subject to certain exceptions, that is managed by Apollo and that belongs to a specified asset class tier (Core, Core Plus, Yield, and High Alpha), a sub-allocation fee as follows, which will, in the case of assets acquired after January 1, 2019, be subject to a cap of 10% of the applicable asset’s gross book yield:

(i)	0.065% of the market value of Core assets, which include public investment grade corporate bonds, municipal securities, agency RMBS or CMBS, and obligations of governmental agencies or government sponsored entities that are not expressly backed by the U.S. government;

(ii)	0.13% of the market value of Core Plus assets, which include private investment grade corporate bonds, fixed rate first lien CML, and certain obligations issued or assumed by financial institutions and determined by Apollo to be “Tier 2 Capital” under Basel III, a set of recommendations for international banking regulations developed by the Bank for International Settlements;

(iii)

0.375% of the market value of Yield assets, which include non-agency RMBS, investment grade CLO, CMBS and other ABS (other than RMBS and CLO), emerging market investments, below investment grade corporate bonds, subordinated debt obligations, hybrid securities or surplus notes issued or assumed by a financial institution, rated preferred equity, residential mortgage loans (RML), bank loans, investment grade infrastructure debt, and floating rate CMLs on slightly transitional or stabilized traditional real estate;

(iv)

0.70% of the market value of High Alpha assets, which include subordinated CML, below investment grade CLO, unrated preferred equity, debt obligations originated by MidCap, CMLs for redevelopment or construction loans or secured by non-traditional real estate, below investment grade infrastructure debt, certain loans originated directly by Apollo (other than MidCap loans), and agency mortgage derivatives; and

(v)	0.00% of the market value of cash and cash equivalents, U.S. treasuries, non-preferred equities and alternatives.

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(A)	To Apollo, sub-allocation fees on the Senior Notes based on the sub-allocation rates applicable to Yield Assets and sub-allocation fees on the Subordinated Notes based on the sub-allocation rates applicable to High Alpha Assets. See -Investment Management Relationships-Current Fee Structure .

(B)

To Redding Ridge Asset Management LLC, a company in which certain funds managed by Apollo have an interest, as consideration for assistance with the structuring, monitoring, support and maintenance of the securitization transactions, a one-time structuring fee of $1.6 million, as well as ongoing support fees equal to 1.5 bps on the total capitalization amount and certain other fees, which may become due upon the occurrence of certain events; and

(C)

To Merx Aviation Servicing Limited, a company externally managed by Apollo Investment Management, L.P., an affiliate of Apollo, with respect to certain diligence, technical support and enforcement, remarketing and restructuring services with respect to the existing Aviation Loans and the Forward Flow Loans, a one-time servicing fee of $1 million, as well as certain special situations fees, which may become due upon the occurrence of certain events.

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•

A shareholders agreement, dated as of the Closing Date (the “ Shareholders Agreement ”), with the entities comprising the AOG that hold the Class A common shares (the “ Apollo Shareholders ”), that, among other things, (i) granted the the Apollo Shareholders certain nomination rights to the Company’s board of directors, (ii) subjected the Class A common shares held by the Apollo Shareholders to a lockup period and certain other transfer restrictions and (iii) granted to AMH, or its designated replacement a right to purchase up to that number of Class A common shares that would increase by 5 percentage points the percentage of the issued and outstanding Class A common shares beneficially owned by the AOG and certain affiliates, employees and consultants of AGM (inclusive of Class A common shares over which any such persons have a valid proxy), calculated on a fully diluted basis (the “ Facility Right ”), in each case, on the terms and subject to the conditions set forth therein. The Shareholders Agreement also sets forth certain information and inspection rights in favor of, and imposes certain confidentiality obligations on, the Apollo Shareholders.

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•	A registration rights agreement, dated as of the Closing Date, providing for, among other things, demand, piggyback and shelf registration rights with respect to the Class A common shares held by AGM and its affiliates, in each case, on the terms and subject to the conditions set forth therein.

•

A liquidity agreement, dated as of the Closing Date, with AGM (the “ Liquidity Agreement ”), pursuant to which, once each quarter, we are entitled to request to sell a number of AOG units representing at least $50 million in exchange for payment of cash proceeds as set forth in the Liquidity Agreement. The Company’s liquidity rights are subject to certain limitations and obligations, including that the Company has to request liquidity for AOG units with a value of at least $50 million, and has to set the minimum sale price for such AOG units at not less than 90% of the volume-weighted average price of the AGM Class A common shares for the 10 consecutive business days prior to the day the Company submits a notice for sale of AOG units. The Liquidity Agreement also provides that the Company is prohibited from transferring its AOG units other than to an affiliate or pursuant to the options set forth therein.

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•	the entering into or material amendment of any material agreement by and between us and any member of the Apollo Group;

•

the imposition of any new fee on or increase in the rate of fees charged to us or any of our subsidiaries by a member of the Apollo Group, or the provision for any additional expense reimbursement to or offset by a member of the Apollo Group to be borne by us or any of our subsidiaries, directly or indirectly, pursuant to any material agreement by and between us and any member of the Apollo Group (except to the extent that any such material agreement sets forth the actual amount or formula for calculating the amount of any new fee or increase in the rate at which such fee is charged and such material agreement has been approved or is exempt from approval under the conflicts committee charter);

•

any acquisition or reinsurance transaction not contemplated by the definition of Qualifying Transaction (as defined in the Framework Agreement) to be offered to ACRA or any alternative investment vehicle formed from time to time in which the shareholders of ACRA will make a direct investment for purposes of entering into Qualifying Transactions (each, an “ Acra Investment Entity ”), except for (i) new production from in-force flow reinsurance transactions and (ii) new funding arrangements; or

•

the exercise of ALRe’s commutation right under the terms of the Reinsurance Program Agreement, dated September 11, 2019, by and between ACRA and ALRe or the commutation right of Athene Annuity Re Ltd. under the terms of the Reinsurance Program Agreement, dated September 11, 2019, by and between Athene Co-Invest Reinsurance Affiliate 1B Ltd. and ALRe, in each case, as recommended by management of the Company.

•	fair and reasonable, taking into account the totality of the relationships between the parties involved (including other transactions that may be or have been particularly favorable to us or any of our subsidiaries);

•	entered into on an arms-length basis;

•	approved by a majority of our disinterested directors;

•	approved by the holders of a majority of our issued and outstanding Class A common shares that are not held by members of the Apollo Group;

•	approved by the conflicts committee; or

•	approved by a committee consisting solely of two or more disinterested directors duly appointed by our board of directors to review such transaction instead of the conflicts committee, and provided that any such approval of a transaction by such committee complies with the Bye-Laws.

•

(i) transactions, rights or agreements specifically contemplated by existing agreements between the Company and Athora, (ii) entering into new IMAs or master sub-advisory agreements (the “ MSAAs ”) with members of the Apollo Group on terms similar to and not more economically favorable in the aggregate to the Apollo Group than those currently in effect (provided, that payment of additional total fees and/or expenses at the same or no greater fee and/or expense reimbursement rate shall not be deemed to be more economically favorable to the Apollo Group), (iii) amendments to the agreements described in (i) and (ii) above for the purpose of adding a subsidiary of the Company thereto, or (iv) any reinsurance transaction between Athora or any of its subsidiaries and the Company or any of its subsidiaries;

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•

any (i) transfer of equity securities of the Company to or by any member of the Apollo Group, (ii) acquisition by any member of the Apollo Group of any newly issued equity securities that are offered to the public in a public offering, to substantially all of the holders of the Company’s common stock on a substantially pro-rata basis or at a price which is equal to or greater than the then-prevailing market price, (iii) issuance of securities to any employee or director of the Company or ISG (including allocating blocks of incentive securities to ISG for allocation by ISG to its employees and directors) pursuant to any stock incentive plan or similar equity based compensation plan approved by our board of directors;

•	the provision of any insurance related products by or to the Company or any of its subsidiaries to or by the Apollo Group; provided that the provision of such products is an ordinary course transaction entered into on an arms-length basis on terms no less favorable to the Company or its subsidiaries than could be contemporaneously obtained from or provided to an unaffiliated party;

•

any transactions, rights or agreements between the Company or any of its subsidiaries and any portfolio company of the Apollo Group that pertain to the ordinary course business of such portfolio company; provided, that any such transactions, rights or agreements (taken as a whole) are no less favorable to the Company or the applicable subsidiary than could be obtained from or provided to an unaffiliated party;

•

an investment by the Company or any subsidiary thereof in (i) an Apollo-sponsored vehicle or (ii) a person or entity that does not constitute an Apollo-sponsored vehicle, but in connection with which a member of the Apollo Group is entitled to receive a benefit such as via equity ownership, a fee or other compensation; provided, that an officer of a member of the Apollo Group provides a written certificate to our board of directors that such investment provides the Company or its subsidiary, as applicable, with the same or better terms or a most favored nations clause (in all cases, taken as a whole with respect to such Apollo-sponsored vehicle or other investee, as applicable, and without consideration of any Designated Terms (as defined below)) as those applicable to other investors (excluding Designated Investors (as defined below)) in the same Apollo-sponsored vehicle or other investee, as applicable, who invested an amount in such vehicle equal to or less than that invested by the Company and its subsidiaries; and provided, further, that such investment represents no more than 25% of the outstanding or expected equity interests of such Apollo-sponsored vehicle or other investee (based on prior record related to the strategy), as applicable. Designed Investor and Designated Terms shall have the meanings set forth for such terms or other similar terms in any customary side letter entered into by the applicable Apollo Group advisor or manager, Apollo-sponsored vehicle or other Apollo Group entity, on the one hand, and investors, other than the Company or a subsidiary thereof, who have invested in the same Apollo-sponsored vehicle or other investee, or entered into an investment management, sub-advisory or similar agreement with the Apollo Group for the same asset class, on the other hand;

•	a transaction that has been approved by a majority of our disinterested directors, provided that the disinterested directors are notified that such transaction would otherwise constitute an Apollo Conflict prior to such approval;

•	any modification, supplement, amendment or restatement of the Bye-laws that has been approved in accordance with our Bye-laws and applicable Bermuda law;

•

material amendments to contracts or transactions previously approved by the conflicts committee or a majority of our disinterested directors, or which are not required to be approved by either, so long as, in each case, such amendments either (i) are not materially adverse to the Company or any of its subsidiaries, or (ii) would not cause the relevant contract or transaction to require approval by the conflicts committee or a majority of our disinterested directors under our Bye-laws after giving effect to the relevant amendment;

•

the entry into any IMA with the Apollo Group or amending an MSAA currently in effect (or entering into a new MSAA), so long as (i) such agreement is on terms in the aggregate (including expense reimbursement and indemnities) no less favorable to the Company than customary market terms (excluding the fees charged under the IMA); and (ii) either (a) the rates on assets under management (“ AUM ”) under such agreement (including any carried interest or similar profit allocation, but, for the avoidance of doubt, excluding the fees charged under the IMA) do not exceed 50 basis points per annum for non-alternative assets; (b) the rates on AUM under such agreement (including any carried interest or similar profit allocation, but, for the avoidance of doubt, excluding the fees charged under the IMA) do not exceed 100 basis points per annum for alternative assets; or (c) an officer of a member of the Apollo Group provides a written certification to our board of directors that such agreement provides the Company or its subsidiary, as applicable, with the same or better terms or a most favored nations clause (in all cases, taken as a whole with respect to such agreement and without consideration of any Designated Terms) with respect to other investors (excluding Designated Investors) who have entered into an investment management agreement or sub-advisory or similar agreement with the Apollo Group for the same asset class and whose AUM with respect to such agreement and asset class are all equal or less than those subject to the agreement between the Company and the Apollo Group with respect to such asset class. In addition, investments in (i) an Apollo-sponsored vehicle or (ii) a person or entity that does not constitute an Apollo-sponsored vehicle, but in connection with which a member of the Apollo Group is entitled to receive a benefit such as via equity ownership, a fee or other compensation, in each case, shall be deemed not to be Apollo Conflicts so long as such Apollo-sponsored vehicle or such person or entity charges fees in line with those discussed in (a) and (b) above;

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allocations of costs or expenses between the Company or any of its subsidiaries and the Apollo Group not in excess of five basis points per annum, calculated on the total investible assets of the Company and its subsidiaries including accounts supporting reinsurance agreements for which the Company or a subsidiary thereof acts as reinsurer as of the effective date of such allocation (provided that any such allocation of costs or expenses may not be used to pay investment management fees);

•

one or more investments by the Company or any subsidiary thereof in (a) an Apollo-sponsored vehicle or (b) in any person or entity that does not constitute an Apollo-sponsored vehicle, but in connection with which a member of the Apollo Group is entitled to receive a benefit such as via equity ownership, a fee or other compensation, in each case, including any upsize, renewal or extension of an existing investment, up to and including $250 million per investment (or series of related investments), provided that (i) any such investment is on terms, including with respect to fees, which a member of the Apollo Group certifies that it believes are in the aggregate no less favorable to the Company or a subsidiary thereof than terms a similarly situated but unaffiliated person would receive in an arm’s length transaction, (ii) the (a) management fees earned by the Apollo Group shall not exceed 2% of assets or commitment, as applicable, and (b) carried interest or performance fees earned by the Apollo Group for any such investment shall not exceed 20% of the profits, and (iii) any special fees or other fees earned by any member of the Apollo Group in connection with any such investment shall offset management fees (to the extent of management fees) or if such fees do not offset management fees, they shall be arm’s length or approved by the Apollo-sponsored vehicle’s or such other investee’s limited partner advisory board;

•

the inclusion of (i) new production from in-force flow reinsurance transactions and (ii) new funding arrangements as Qualifying Transactions to be offered to an ACRA Investment Entity; provided, that, management of the Company shall notify members of the conflicts committee of such inclusion by email and that absent any objection or call for a meeting by a member of the conflicts committee within two business days of such notice, the inclusion of such transaction as a Qualifying Transaction to be offered to an ACRA Investment Entity will be deemed approved by the conflicts committee; and

•	any other class of transactions, rights, fees or agreements determined by approval of the conflicts committee to not be an Apollo Conflict, a related party transaction incidental or ancillary thereto, or any other related party transaction relating to or involving, directly or indirectly, Apollo or any member of the Apollo Group, nor require approval of the conflicts committee.

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