1. Introduction Respect and integrity are integral to the vision and mission of Apollo Global Management, LLC (together with its subsidiaries, the Company) and are two of our most important values. Accordingly, this Code of Business Conduct and Ethics (this Code) covers a wide range of business practices and procedures. While it does not cover every issue that may arise, it establishes basic principles to guide the Companys directors, officers, employees, partners, members, owners and principals, all of whom are expected to comply with the principles of this Code and applicable laws, rules and regulations. This Code should also be provided to and followed by the Companys agents and representatives, including consultants (together with the Companys directors, officers, employees, partners, members, owners and principals, you or the Covered Persons). In many cases, more specific requirements are contained in the various corporate policies, procedures and guidelines that you can obtain from your supervisor or through the Companys human resources department (the Human Resources Department). Certain subsidiaries of the Company act as investment managers to various funds, and in such capacity act as fiduciaries and owe a series of duties to these funds and their investors, including a general duty to act at all times in their best interest and avoid actual and apparent conflicts of interest. More specific requirements are set forth in the Code of Ethics of such investment managers. 2. Responsibility and Administration AGM Management, LLC, the manager of the Company (the Manager) is responsible for communicating and implementing this Code throughout the Company. The Audit Committee (the Audit Committee) of the Board of Directors of the Company (the Board) is responsible for monitoring those activities. Day-to-day administration of this Code will be directed by a compliance officer (the Compliance Officer). We have appointed the Companys Chief Legal Officer and Chief Compliance Officer as the Companys Compliance Officer. The Compliance Officer will report directly to the Audit Committee as appropriate with respect to this Code. Each of the Covered Persons is accountable for his or her actions and responsible for knowing and abiding by this Code. 3. Compliance with Law It is the policy of the Company that its business will be conducted in accordance with applicable federal, state and local laws and regulations, the applicable laws and regulations of any foreign jurisdictions where we operate, the applicable rules and requirements of the New York Stock Exchange, and in a manner that will reflect a high standard of ethics. The laws, rules and regulations applicable to the Company are far-reaching and complex. Although you are not expected to know the details of all laws, rules and regulations, it is important to know enough to decide when to get advice from your supervisor, the Compliance Officer or other appropriate personnel. Compliance with the law does not comprise our entire ethical responsibility; rather, it is a minimum, absolutely essential condition for performance of our duties. Perceived pressure 2 from supervisors or demands due to business conditions are not excuses for violating the law. Any questions or concerns about the legality of an action should be addressed with the Compliance Officer as further described in Section 12 below. 4. Conflicts of Interest (a) General Guidance You are prohibited from engaging in any activity, practice, or act which conflicts with, or appears to conflict with, the interests of the Company. Not all conflict of interest situations can be anticipated or described. However, this section describes a few specific situations in which a conflict exists or may exist. These examples are not a comprehensive list of all possible conflicts of interest. The purpose is to provide guidance to Covered Persons in order to enable them to avoid situations in which personal activities and financial affairs are, or may appear to be, in conflict with their responsibility to act in the best interest of the Company. Generally speaking, a conflict of interest exists when an obligation or a situation resulting from an individuals personal activities or financial affairs may adversely influence his or her judgment in the performance of duties to the Company. For the protection of both the Company and the individual, it is essential that all such conduct or transactions be fully disclosed to appropriate persons before they be undertaken. In all cases of doubt, you should make a full disclosure to your supervisor or the Compliance Officer. You are not to engage in any conduct that is disloyal, competitive, or damaging to the Company. (b) Business Dealings You should deal with all persons doing business with the Company in a completely fair and objective manner, without favor or preference based upon personal financial considerations. You are not to use your position within the Company to provide personal gain for yourself, family members, or friends. Specifically, any personal connection that you may have with an outside party, such as a consultant, with which the Company is considering doing business, must be disclosed to your supervisor or the Compliance Officer. (c) Outside Employment Except as authorized by the Compliance Officer, Covered Persons may not be employed, provide services for, or receive remuneration from any person or entity other than the Company or any related party. Covered Persons and their immediate family members may not work for, or serve as a director, officer, trustee of or adviser to, a competitor of the Company, except with the prior approval of the Compliance Officer. In addition, Covered Persons may not serve as a director of any for-profit institution or member of a creditors committee except in connection with such 3 Covered Persons employment responsibilities, without the prior approval of the Compliance Officer. Each Covered Person who seeks approval for engaging in any outside employment described in this Section 4(c), must send a written or electronic request to the Compliance Officer or designee describing the nature of the outside employment, the time commitment involved, the parties for whom such Covered Person will be working or associated with, and other relevant particulars of the employment. Requests to engage in such outside employment will be reviewed by the Compliance Officer or designee on a case-by-case basis. (d) Family Members and Close Personal Relationships In general, without prior approval from the Compliance Officer, you may not act on behalf of the Company in any transaction or business relationship involving yourself, members of your family, or other persons or organizations with which you or your family have any significant personal connection or financial interest. Negotiating with the Company on behalf of others with whom you or your family have a significant connection should be avoided if there is a risk that your involvement would be perceived as self-dealing or trading upon your position with the Company. (e) Gifts, Gratuities and Other Benefits The Company intends to conduct its business in accordance with high ethical standards. You must promptly report to the Compliance Officer or designee all gifts received from or given to anyone doing business with, or who is seeking to do business with, the Company that exceed $100 in value. You are prohibited from soliciting gifts for yourself or for anyone else, or accepting gifts from, or giving gifts to, anyone in return for any business, service, or confidential information of the Company.
For the purposes of this Code, the term gift includes anything of value for which you are not required to pay the retail or usual and customary cost. A gift may include meals or refreshments, goods, services, tickets to entertainment or sporting events, or the use of a residence, vacation home, or other accommodations. Gifts given by others to members of your family, to those with whom you have a close personal relationship, and to charities designated by you, are considered to be gifts to you for purposes of this Code.
Covered Persons may, however, accept or give customary and inexpensive gifts (including birthday and anniversary gifts, gifts for recognition of service and accomplishment), common courtesies, promotional items, business-related meals, entertainment or favors, and attend or host permitted golf outings and similar business related functions, when (i) such gifts are neither so frequent nor so generous as to appear excessive; (ii) the acceptance or giving of such gift will not place the recipient under any obligation to the donor and will not create the appearance of influencing the recipient; and (iii) the level of expense associated with such gift is reasonable and customary in the context of the Companys business and the relationship with the donor or recipient. As a general matter, gifts having a value of $100 or less will be considered immaterial and therefore permissible. 4
We prohibit bribes to or kickbacks from anyone, anywhere in the world, for any reason. You must not engage in soliciting, receiving, or accepting, directly or indirectly, any bribe, kickback or other payment or benefit from any employee or agent of any current or prospective vendor, supplier, guest, landlord, lessee, competitor, or other person or entity in any matter related to the Company. Any Covered Person who pays or receives bribes or kickbacks will be immediately terminated and reported, as warranted, to the appropriate authorities. A kickback or bribe includes giving any item of value with the intent to improperly obtain favorable treatment.
Covered Persons are expected to make decisions about the use or purchase of materials, equipment, consultants, advice, property, and supplies with the intent of receiving the best value for the Company. Such decisions should consider total cost, competitiveness, quality, and service in addition to other factors relevant to the Companys business.
(f) Political Activity and Political Contributions Civil laws, criminal laws and regulations vary by jurisdiction regarding interactions with public officials. Improper contact with public employees at any level of government including elected officials, appointed officials, and public employees at the federal, state, and local levels may adversely impact the Companys business interests and reputation. Improper contact may also lead to civil and criminal liability for the individual employee, and potentially for the Company as well. In order to ensure compliance with the numerous applicable regulatory regimes, the following actions must be pre-cleared by the Compliance Officer: Political contributions, either in your professional or personal capacity; and Gifts to government officials or public employees who are not members of your immediate family given in either your professional or personal capacity. Covered Persons must submit a request in writing to the Compliance Officer or designee (e-mails acceptable) and receive pre-clearance before engaging in any of these activities. (g) Financial Interests In addition to the reporting of gifts as provided in the Companys policies, Covered Persons must immediately disclose any financial interest they or their family may have in any firm that does business with, or competes with, the Company. A conflict of interest may exist when a Covered Person or a member of his or her family, directly or indirectly, owns a significant financial interest (ownership or otherwise) in any organization which is a competitor of the Company or has current or prospective business with the Company as a supplier, guest, or contractor that he or she may be able to influence. A significant financial interest means (i) ownership of greater than 5% of the equity of a client, supplier or competitor or (ii) an investment in a client, supplier or competitor that represents more than 5% of the total assets of the employee. 5 (h) Loans or Other Financial Transactions Without the prior approval of the Compliance Officer, no employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a client, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions. (i) Service on Boards and Committee No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably could be expected to conflict with those of the Company. Employees must obtain prior approval from the Compliance Officer before accepting any such board or committee position. 5. Taking Company Business Opportunities Without the prior approval of the Compliance Officer, you may not, directly or indirectly, (i) take for yourself business or investment opportunity from someone doing business or seeking to do business with the Company that is made available to you solely as a result of your association with the Company or are discovered through the use of corporate property or information or your position, and whose acceptance would create a perception that actions you take may not be in the Companys or its clients best interests, (ii) use corporate property or information or your position for personal gain, or (iii) compete with the Company. Opportunities belong to the Company when, for example, the Company has pursued the opportunity, when the opportunity has been offered to the Company, when the opportunity is in an industry in which the Company competes, when the Company has funded the opportunity, when the Company has devoted facilities or personnel to develop the opportunity, or when the opportunity is in the same line of business as the Companys business. You owe the Company a duty to advance its legitimate interests when the opportunity to do so arises. 6. Protection of Company Property and Assets All employees have a responsibility to protect the Companys assets from loss, damage, misuse or theft and to ensure efficient use of assets. Company assets (such as funds, equipment or computers, other than for incidental personal use) must not be used for personal use or gain and may only be used for business purposes and other purposes approved by an officer of the Company. The Companys assets may never be used for illegal or improper purposes. The Companys property should not be taken out of Company facilities for use outside of the normal course of Company business unless necessary and authorized by your supervisor or an officer of the Company in connection with Company work. 7. Proprietary Information Maintaining the confidentiality of Company information is essential for competitive, security and other business reasons, as well as to comply with federal and state securities laws. All confidential or proprietary information of the Company must be protected. 6 You must not improperly use or disclose to others any confidential information relating to the Company. Confidential information includes all information that you obtain during the course of your relationship with the Company that has not been officially or publicly disclosed or is common knowledge. Examples of confidential information include, but are not limited to, pricing, inventions, financial data, trade secrets and know-how, acquisition and divestiture opportunities, marketing and sales programs, research and development information and client and supplier information. No Covered Person should disclose the Companys confidential or proprietary information to anyone within or outside of the Company unless (i) the disclosure is legally mandated, (ii) the recipient will generally need this information to carry out his or her assigned responsibilities as a director, officer or employee of the Company, or (iii) as an outsider who has been properly authorized by an officer of the Company to receive such information. A Covered Persons obligation to protect confidential information continues after such individual leaves the Company. Inadvertent disclosure of confidential information may expose the Company and you to significant risk of investigation and litigation. The timing and nature of the Companys disclosure of material information to outsiders is subject to legal rules, the breach of which could result in substantial liability to you, the Company and its management. Accordingly, inquiries from the press, media, investment analysts, investors or others in the financial community or the public regarding the Company should only be answered by the officers or employees of the Company designated to respond to such inquiries. 8. Inside Information and Securities Trading In the course of business activities, you may become aware of nonpublic information regarding the business, operations or securities of the Company that would be material to our investors decision to buy, sell or hold securities. The United States securities laws prohibit the trading of securities on the basis of such nonpublic information (often called inside information) if it is material and you must follow the Companys Insider Trading Policy as amended from time to time and posted on our internal website to ensure compliance with such laws. 9. Fair Competition and Dealing No Covered Person should ever use any illegal or unethical method to gather competitive information. Stealing or possessing proprietary information or trade secret information that was obtained without consent or inducing such disclosures by past or present employees of other companies is prohibited. Additionally, the Company and its employees are required to comply with state and federal antitrust and unfair competition laws, as well as applicable antitrust and unfair competition laws of other countries in which the Company does business. A Covered Person who questions whether a contemplated action may violate fair competition laws should speak to his or her supervisor or the Compliance Officer.
Each Covered Person should endeavor to deal fairly with the Companys clients, suppliers, competitors and employees. None should take unfair advantage of such persons through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. 7
10. Responsibility to the Companys Employees The Company is committed to treating all employees with honesty, fairness and respect, and providing a safe and healthy work environment. Abusive, harassing or offensive conduct is unacceptable, whether verbal or physical. Examples of unacceptable behaviour include, but are not limited to, derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. The Company will not tolerate discrimination or harassment on the basis of race, color, creed, religion, national origin or ancestry, sex, gender (including gender identity), age, citizenship status, alienage, physical or mental disability, medical condition, genetic predisposition, veteran or military status, marital or registered domestic partner status, sexual orientation, arrest or conviction record, status as a victim of domestic violence, stalking and sex offenses or any other impermissible criterion or circumstances protected by applicable federal, state or local law, ordinance or regulation in dealing with employees, clients, suppliers or any other business contacts. The Company will not tolerate, condone or allow sexual harassment whether engaged in by co-workers, supervisors, clients, or other non-employees who conduct business with the Company. Covered Persons are directed to report harassment when it occurs to a supervisor, the Human Resources Department or to any member of the management they feel comfortable reporting to. Additionally, the Company is committed to providing all employees and others who are on Company property with a safe and secure environment. Accordingly, all personnel are expected to comply with all health and safety laws and regulations as well as Company policies governing health and safety. All personnel should immediately report accidents, injuries and unsafe equipment, practices or conditions to a supervisor or the Human Resources Department. 11. Accuracy and Retention of Business Records (a) General Accounting standards and applicable laws, rules and regulations require that transactions and events relating to the Companys operations and assets must be properly recorded in the books and accounts of the Company and accurately reported in the applicable reports required by and filed with the Securities and Exchange Commission (the SEC) and other United States regulatory agencies. To ensure compliance with accounting standards and applicable laws, rules and regulations, all assets, liabilities, expenses and transactions must be recorded in the Companys regular books of account in a manner consistent with the Companys internal controls and accounting policies. False, misleading, incomplete or inaccurate record keeping is unacceptable. All books, records and accounts shall be made and retained in a manner that, in reasonable detail, accurately, completely and objectively reflects transactions and events. Undisclosed or unrecorded funds or assets of the Company must not be established or maintained for any purpose. No false or artificial entries may be made. Documentation of all material business transactions must accurately describe the essential information. No entry may be made or recorded in the Companys books and records or reported in any disclosure document that misrepresents, omits, hides or disguises the true nature of the event or transaction, and all entries and reports must be made in a timely manner. 8 All Covered Persons must immediately report any concerns about the Companys financial records, accounting, internal accounting controls or auditing procedures to the Compliance Officer. (b) Records Retention Certain documents and other records, including electronic ones, of the Company must be retained for various periods of time under legal and regulatory requirements. To ensure compliance with applicable legal and regulatory requirements, all records of the Company should be maintained or destroyed only in accordance with the Companys record retention guidelines. In any event, Covered Persons must not destroy, shred or alter records that are in any way related to a threatened, imminent or pending legal or administrative proceeding, litigation, audit or investigation. Covered Persons who become aware of such a proceeding, litigation, audit or investigation must immediately contact the Compliance Officer. Employees should consult their supervisor or the Compliance Officer for questions related to the Companys record retention guidelines or the propriety of disposing of a Company document or record. (c) Financial Statements Knowingly misrepresenting facts related to preparing financial statements, financial data or other Company records is strictly prohibited by Company policy and the law. In that regard, you must not (i) make or approve, or direct another person to make, materially false or misleading entries in the financial statements or records of the Company, (ii) fail to correct any financial statements or records of the Company that are materially false or misleading when you have the authority to make such corrections, or (iii) sign, or permit or direct another to sign, a document that contains materially false or misleading information or that omits material information necessary to prevent the document, in light of the circumstances at the time, from being misleading. (d) Periodic Reports and Other Disclosure Documents We are committed to providing full, fair, accurate, timely and understandable disclosure in periodic reports we file with the SEC (Periodic Reports) and in all other disclosure documents filed with or submitted to the SEC or provided to the Companys investors or prospective investors (Disclosure Documents). If you help prepare, review, file or distribute the Companys Periodic Reports or Disclosure Documents, or collect and submit financial and non-financial data for inclusion in such reports or documents, you should: Promptly notify appropriate management of all material information relating to the Company, particularly during periods in which any such report or document is being prepared. Carefully review the financial statements and other financial information (including, as applicable, footnote disclosure, selected financial data, and the Managements Discussion and Analysis of Financial Condition and Results of Operation) contained in drafts of any Periodic Reports or Disclosure Document submitted to you for review. 9 If you believe the financial statements or other financial information included in such report or document does not fairly present in all material respects the financial condition, results of operations and cash flows of the Company, you should promptly notify appropriate management of any issues, concerns or significant deficiencies in the financial and non-financial disclosure contained in any draft Periodic Report or Disclosure Document. Promptly notify appropriate management if you become aware of (i) any significant deficiencies in the design or operation of the Companys internal controls that could adversely affect the Companys ability to record, process, summarize and report financial data and information, and (ii) any fraud, whether or not material, that involves management or other Company employees who have a significant role in the Companys financial reporting or internal controls. (e) Dealings with External Auditors and Internal Audit Staff Our personnel who communicate with our external auditors and internal audit staff must adhere to the guidelines set forth below. You should be candid and forthright in all dealings with the Companys external auditors or internal audit staff, and you must not knowingly misrepresent facts or knowingly fail to disclose material facts. You must not take, or direct any other person to take, any action to fraudulently influence, coerce, manipulate, or mislead any auditor engaged in the performance of an audit of the Companys financial statements for the purpose of rendering such financial statements materially misleading. You must not make false or misleading statements to an accountant or auditor in connection with any audit or examination of the Companys financial statements. (f) Steps to Take if You Disagree with or Question Financial Statements or Reporting If you have a disagreement or dispute with your superiors relating to the Companys financial statements or the way transactions are recorded in the Companys books, you should take appropriate steps to ensure that the situation is resolved properly. You should report your concerns in accordance with the reporting procedures set forth in Section 12. You should document your understanding of the facts, the issues involved, and the parties with whom these matters were discussed. If you are an attorney, you may be subject to additional ethical and legal responsibilities with respect to reporting such matters, and you should follow the procedures defined by the Companys legal department with respect to such matters. (g) Additional Requirements for Principal Executive and Financial Officers In addition to the requirements specified elsewhere in this Code, the Companys principal executive officers, principal financial officers, controllers or principal accounting officers, or 10 persons performing similar functions, shall be responsible for the following: conducting themselves in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; compiling full, fair, accurate, timely and understandable disclosure in the periodic reports of the Company filed with or submitted to the SEC and in other public communications made by the Company; complying with applicable governmental laws, rules and regulations; and promptly reporting any violations of this Code. 12. Enforcement The Companys Compliance Officer and all executive and management personnel are charged by the Manager with ensuring that this Code and the Companys corporate policies will govern, without exception, all business activities of the Company. Such responsibilities include, but are not limited to, periodically distributing to and discussing this Code with Covered Persons to ensure knowledge of and compliance with this Code, and disclosing this Code to the public as required by applicable law, rules and regulations. (a) Where to Go with a Question, Concern or to Report a Violation We encourage and expect you to bring possible violations of this Code to the attention of management by reporting them to the Compliance Officer.
Every person covered by this Code has a responsibility to report any misconduct. If you believe a fellow Covered Person is violating this Code or otherwise acting in an illegal or unethical manner, you must report it. Doing so will not be considered an act of disloyalty, but an action that shows your sense of responsibility to the Companys clients, stockholders and fellow employees, and that will help safeguard the reputation and the assets of the Company. Reporting violations of this Code is also necessary because in some cases failure to report an illegal act by another person is itself a criminal act for which you could be prosecuted. Violations of this Code may cause an employee, officer or director to be subject to appropriate action, up to and including disciplinary action or immediate termination. Your report will be investigated with confidentiality and you will be protected from retaliation. It is unacceptable to file a report if you know it is false, and doing so will subject you to discipline. (b) Interpretation If you need an explanation or you want to know if a provision of this Code applies to a particular situation, the best place to start is with your supervisor. Additionally, the Compliance Officer, together with the Compliance Officers designated compliance staff, will consult in a confidential manner on specific issues and matters of policy covered by this Code and on all questions regarding the interpretation, scope, and application of the policies set forth in this Code. (c) Accounting, Internal Accounting Controls or Auditing Matters If you have a concern about the Companys accounting, internal accounting controls or auditing matters you should report the violation to the Compliance Officer who will 11 communicate with the Audit Committee as appropriate. The Audit Committee consists entirely of directors who are independent of Company management. (d) Confidential; No Retaliation Any good faith communication of possible violations will be kept confidential to the extent practicable. There will be no punishment or retaliation if you in good faith report the improper conduct of other people. We take claims of retaliation seriously. Allegations of retaliation will be investigated and appropriate action taken. (e) Waivers of this Code In certain extraordinary situations, a waiver of a provision of this Code may be granted. Contact the Compliance Officer, if you believe special circumstances warrant a waiver of any of this Codes provisions. Any waiver of this Code for executive officers, directors, the chief financial officer, the controller or persons performing similar functions may be made only by the Manager. Waivers will be promptly disclosed as required by applicable laws, rules and regulations. (f) Amendments to Code; Audit Procedures Amendments to this Code must be in writing and approved by the Manager and the Audit Committee of the Board. The Compliance Officer, chief executive officer, chief financial officer, or the Manager may, at their discretion, from time to time, establish and disseminate additional personnel policies and procedures, and accounting and financial policies and procedures to monitor and to test compliance with this Code. (g) Violations of this Code Violations of this Code will not be tolerated by the Company. Reported violations or apparent violations will be reviewed by the Compliance Officer and Company management and appropriate disciplinary action will be taken, up to and including termination of employment or service with the Company. (h) At Will Employment This Code does not create any contract of employment or express or imply a promise that employment may be terminated only for the reasons stated herein. Unless otherwise agreed to in writing by the authorized officer or department of the Company, employees are employed at will. This means that employment is not guaranteed for any specific duration of time, and the Company retain the rights to terminate the individuals employment at any time with or without cause. No oral representations made by any Company employee with respect to continued employment can alter this relationship.