Master Sub-Advisory Agreement Addendum Three, dated June 29, 2018, by and among Athene Asset Management LLC, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC and Apollo Emerging Markets, LLC

This Master Sub-Advisory Agreement Addendum Three is made this 29th day of June, 2018 (this “Addendum”), by and among Athene Asset Management LLC (f/k/a Athene Asset Management, L.P.), a Delaware limited liability company (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 them in the Master Sub-Advisory Agreement.

WHEREAS, the Investment Manager and the Sub-Advisors entered into the Master Sub-Advisory Agreement pursuant to which the Investment Manager retained the Sub- Advisors to manage an investment portfolio of one or more Accounts;

WHEREAS, Section 2(k) of the Master Sub-Advisory Agreement provides that the parties may enter into an arrangement, either pursuant to an Addendum or other written arrangement, whereby the Sub-Advisor would have discretion with respect to certain transactions other than as set forth in Section 2(a) of the Master Sub-Advisory Agreement, such as to execute transactions for the Accounts without seeking prior consent from the Investment Manager so long as they fit within, among other things, certain prescribed guidelines;

(the “HV Fund”), and in connection with such investment, one or more Accounts also desire to invest on an incremental direct investment basis, following the same strategy as the HV Fund, alongside (but not through or part of) the HV Fund (the “Hybrid Value Managed Account”) via an investment in AA Direct, L.P., a Delaware limited partnership formed to facilitate the Hybrid Value Managed Account (“AA Direct”);

WHEREAS, the Investment Manager and Sub-Advisors desire to permit ACM to provide advice and execute certain transactions for the Accounts with respect to the Hybrid Value Managed Account and have agreed to the payment of certain fees for services provided by the Sub-Advisors to the Investment Manager in respect of the Hybrid Value Managed Account as set forth in Schedule 2-5 attached hereto; and

WHEREAS, this Addendum shall be attached to, amend and become a part of the Master Sub-Advisory Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Schedule 2-1 of the Master Sub-Advisory Agreement. Schedule 2-1 of the Master Sub-Advisory Agreement is hereby amended and replaced in its entirety with Exhibit A attached hereto.

2.Amendments to Schedule 2 of the Master Sub-Advisory Agreement. Schedule 2 of the Master Sub-Advisory Agreement is hereby amended to include as Schedule 2-5, the form of Exhibit B attached hereto.

3.Amendments to Schedule 3 of the Master Sub-Advisory Agreement. Schedule 3 of the Master Sub-Advisory Agreement is hereby amended to include as Schedule 3-1, the form of Exhibit C hereto.

4.Addendum to Master Sub-Advisory Agreement. This Addendum constitutes an Addendum to the Master Sub-Advisory Agreement (as such term is defined in Section 1 of the Master Sub-Advisory Agreement). This Addendum shall be deemed to be attached to, amend and become a part of the Master Sub-Advisory Agreement and the terms of the Master Sub-Advisory Agreement shall be amended, supplemented or modified by the terms of this Addendum as applicable. Any reference to “this Agreement” in the Master Sub-Advisory Agreement shall be deemed to include the terms set forth in this Addendum.

5.Ratification. Except with respect to matters expressly provided for herein, all terms, provisions and conditions of the Master Sub-Advisory Agreement are hereby ratified and shall remain unchanged and continue in full force and effect.

6.Conflicts. In the event of any conflict or inconsistency between the terms of this Addendum and those of the Master Sub-Advisory Agreement, this Addendum will control.

¹ For the avoidance of doubt but subject to Section 2(a), to the extent that a Sub-Adviser invests on behalf of the Account in an affiliate-managed CLO (a) to the extent that such investment is on a secondary basis in one of the debt and/or equity tranches of such CLO, the Account will be charged fees pursuant to this Schedule 2-1; and (b) to the extent that such investment is on a primary basis, the agreement governing the Account’s investment into the affiliate-managed CLO will govern the treatment of fees in such instance (and not, for the avoidance of doubt, this Schedule 2-1). In addition, the Investment Manager shall be responsible for any servicing fees associated with the sub-advised mortgage and mezzanine real estate loan portfolio.

² For the avoidance of doubt, this fee schedule does not apply to future or existing investments in Apollo funds (which as of the date hereof includes but is not limited to TRF, COF 3, SCRF IV, AA Direct, EPFs, FCIs, all the ALM and ALME CLO sand related warehouses, the levered CMBS funds and APC), or to any investments made by Apollo Royalties Management LLC. Additionally, this fee schedule does not apply to investments in MCF CLO II (f/k/a Kirkwood), which is covered by Schedule 2-3 hereof). Fees with respect to the Third Party CLO Equity Managed Account are charged pursuant to Schedule 2-3, and the Project Orange Trade will be included in the Third Party CLO Equity Managed Account and charged accordingly.

The “Average Month-End Net Asset Value” shall be the average of the month-end aggregate net asset value of the Accounts during the calendar quarter. If the period in respect of which a Management Fee is payable is less than a calendar quarter, then the Management Fee shall be pro rated accordingly. For the avoidance of doubt, for a given month, Average Month-End Net Asset Value shall be calculated based on trade date holdings plus accrued interest.

⁴ “Assets Under Management” shall be calculated in the aggregate to include the investment assets of or relating to Athene Holding Ltd. (“Athene”) and its subsidiaries, managed by ACM, AGREM, ARM, ALL, AEM or an affiliate thereof, whether under this Agreement or separate sub-advisory agreement with the Investment Manager, including cash and all assets in surplus accounts and funds withheld accounts, modified coinsurance accounts and reinsurance trusts supporting reinsurance agreements entered into by Athene (collectively, “Athene Accounts”) and managed by ACM, AGREM, ARM, ALL and AEM. For the avoidance of doubt, Assets Under Management shall not include future or existing investments in Apollo managed funds (which as of the date hereof includes but is not limited to TRF, COF 3, EPFs, FCIs, all the ALM, ALME or other affiliated CLOs or CLO-sponsored vehicles and related warehouses, APC, the levered CMBS funds) or any investments made by Apollo Royalties Management LLC; provided, that, notwithstanding the foregoing, (a) Assets Under Management shall include investment by any Athene Accounts in the Hybrid Value Managed Account (including, without limitation investment through AA Direct) and (b) to the extent that the Account invests in any affiliated CLO or CLO-sponsored vehicle pursuant to which the Account is charged fees pursuant to this Schedule 2-1, such investment in such affiliated CLO or CLO-sponsored vehicle shall be included in Assets Under Management.

Upon the termination of the Agreement, a clawback calculation will be completed based on the aggregate Proceeds received from all realized investments recommended by ACM pursuant hereto, and ACM shall be required to repay any Incentive Fee previously paid to ACM to the extent that any realized losses from investments recommended by ACM pursuant to this Schedule 2-5 remain unreturned to the applicable Clients upon such termination.

The Investment Guidelines related to the Hybrid Value Managed Account shall be consistent with those contained in the governing documents of AA Direct. Furthermore, each investment made by the Accounts in respect of the HV Fund, shall also be made by the Accounts with respect to the Hybrid Value Managed Account on pro rata based on the amount of capital in the HV Fund and the Hybrid Value Managed Account by clients of the Investment Manager. Notwithstanding the foregoing, the Investment Manager may revoke such investment discretion at any time upon notice to ACM. This Schedule 3-1 and the Schedule 4 attached to the Agreement may otherwise be amended, supplemented or modified from time to time as agreed to in writing solely by the Investment Manager and ACM without a formal amendment to the Agreement.