WAIVER AGREEMENT
This Waiver Agreement (the “Agreement”) is made on this 12th day of August 2026, by and between MidCap Apollo Institutional Private Lending (the “Company”) and Apollo Credit Management, LLC, the Company’s investment adviser (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Advisory Agreement (as defined below).
WITNESSETH:
WHEREAS, the Company is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Company and the Adviser entered into that certain Investment Advisory Agreement, dated March 15, 2024, by and between the Company and the Adviser (the “Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to the Company; and
WHEREAS, the Company and the Adviser have determined that it is appropriate and in the best interests of the Company to partially waive both the base management fee (the “Base Management Fee”) and the incentive fee (the “Incentive Fee”) that may be payable by the Company to the Adviser under the Advisory Agreement pursuant to the terms and for the period set forth herein.
NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the parties hereby agree as follows:
1. Partial Waiver of Base Management Fee and Incentive Fee Payable under the Advisory Agreement
(a) The Adviser hereby agrees to waive 50% of each of the Base Management Fee and Incentive Fee payable to the Adviser pursuant to Section 5 of the Advisory Agreement for the period beginning on and including April 1, 2026 and ending on and including June 30, 2027. The sum of any Base Management Fees or Incentive Fees paid or accrued from April 1, 2026 to the date hereof that would have been waived pursuant to this Section 1(a) shall be referred to as the “Initial Waiver Amount” and shall be offset against any Base Management Fee or Incentive Fee to be paid pursuant to the Advisory Agreement until the Company has received an amount equal to the Initial Waiver Amount.
(b) For the avoidance of doubt, the purpose of this Agreement is to provide the Company with a partial waiver in connection with the Base Management Fee and Incentive Fee payable by the Company to the Adviser for the period set forth in Section 1(a) of this Agreement and does not amend the calculation of the Base Management Fee and Incentive Fee as set forth in the Advisory Agreement. Other than the partial waiver granted herein by the Adviser, the terms of the Advisory Agreement shall be in full force and effect.
2. Duration and Termination of this Agreement
(a) Term and Effectiveness. This Agreement shall become binding as of the date of its execution by the parties (the “Effective Date”). Upon the Effective Date, the terms of the Advisory Agreement will remain in full force and effect, subject to the partial fee waiver set forth in Section 1 of this Agreement. This Agreement shall remain in effect for the period set forth in Section 1(a) of this Agreement, unless extended by mutual written agreement of the Company and the Adviser.
(b) Termination. This Agreement may be terminated at any time, without the payment of any penalty: (i) by the Company upon 60 days’ written notice to the Adviser by the vote of the Board of Trustees of the Company; or (ii) by the Adviser upon not less than 90 days’ written notice to the Company. This Agreement and the rights and duties of a party hereunder may not be assigned, including by operation of law, by a party without the prior consent of the other party and this Agreement automatically shall terminate in such event. The provisions of Section 1 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement.