☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material under §240.14a-12 |
☒ | No fee required. | |||
☐ | Fee paid previously with preliminary materials. | |||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
1. | To elect Directors of each Fund. |
2. | To consider and ratify the appointment of Deloitte & Touche LLP as each Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2023. |
3. | To transact such other business as may properly come before the Annual Meetings or any adjournments or postponements thereof. |
By Order of the Boards of Directors, |
/s/ Kristin Hester |
KRISTIN HESTER |
Secretary of the Funds |
Registration | Valid Signature | |||||||
Corporate Accounts | ||||||||
(1) | ABC Corp. | ABC Corp. | ||||||
(2) | ABC Corp. | John Doe, Treasurer | ||||||
(3) | ABC Corp. c/o John Doe, Treasurer | John Doe | ||||||
(4) | ABC Corp. Profit Sharing Plan | John Doe, Trustee | ||||||
Trust Accounts | ||||||||
(1) | ABC Trust | Jane B. Doe, Trustee | ||||||
(2) | Jane B. Doe, Trustee u/t/d 12/28/78 | Jane B. Doe | ||||||
Custodian or Estate Accounts | ||||||||
(1) | John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA | John B. Smith | ||||||
(2) | John B. Smith, Executor, Estate of Jane Smith | John B. Smith, Executor |
Name of Fund | Common Stock Outstanding | |||
AFT | 15,573,575 | |||
AIF | 14,464,026 |
Name and Address of Beneficial Owner | Class | Amount of Beneficial Ownership | Percent of Class | |||||||||
Morgan Stanley (1) 1585 Broadway New York, NY 10036 | AIF Common Stock | 1,781,120 | (2) | 12.30 | % | |||||||
Eaton Vance Management 2 International Place Boston, MA 02110 | AIF Common Stock | 1,460,360 | (3) | 10.10 | % | |||||||
First Trust Portfolios L.P. (4) First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive Suite 400 Wheaton, IL 60187 | AFT Common Stock | 1,330,866 | (5) | 8.55 | % | |||||||
Saba Capital Management, L.P. 405 Lexington Avenue, 58th Floor, New York, New York 10174 | AIF Common Stock | 1,011,108 | (6) | 7.0 | % |
(1) | Filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by Parametric Portfolio Associates LLC, a wholly-owned subsidiary of Morgan Stanley (together, “Morgan Stanley”). |
(2) | Information obtained from a Schedule 13G/A filed by Morgan Stanley with the SEC reporting share ownership as of February 8, 2023. Based on that filing, Morgan Stanley does not have sole voting power, but does have shared power to vote or direct the vote of 125,675 shares as well as the shared power to dispose or direct the disposition of 1,781,120 shares. |
(3) | Information obtained from a Schedule 13G/A filed by Eaton Vance Management with the SEC reporting share ownership as of April 12, 2021. Based on that filing, Eaton Vance Management has sole power to vote or direct the vote of 240,352 shares as well as sole power to dispose or direct the disposition of 1,460,360 shares. |
(4) | The Charger Corporation (“Charger”) is the General Partner of both First Trust Portfolios L.P. (“FTP”) and First Trust Advisors L.P. (“FTA”). FTP acts as sponsor of certain unit investment trusts which hold Shares of AFT and AIF, as applicable. FTA, an affiliate of FTP, acts as portfolio supervisor of the unit investment trusts sponsored by FTP. |
(5) | Information obtained from a Schedule 13G/A filed by FTP, FTA and Charger with the Securities and Exchange Commission (the “SEC”) reporting share ownership as of January 23, 2023. Based on that filing, FTP, FTA and Charger do not have sole voting power, but do have shared power to vote or direct the vote of 7,727 shares as well as shared power to dispose or direct the disposition of 1,330,866 shares. |
(6) | Information obtained from a Schedule 13G/A filed by Saba Capital Management,, L.P. (“Saba”) with the SEC reporting share ownership as of February 14, 2023. Based on that filing, Saba does not have sole voting power, but does have shared power to vote or direct the vote of 1,011,108 shares as well as shared power to dispose or direct the disposition of 1,011,108 shares. |
Nominees to Serve Until 2026 Annual Meeting of Shareholders | ||
Robert L. Borden Meredith Coffey | Class III Directors of AFT and Class I Directors of AIF | |
Directors Serving Until 2025 Annual Meeting of Shareholders | ||
Glenn N. Marchak Todd J. Slotkin | Class II Directors of AFT and Class III Directors of AIF | |
Directors Serving Until 2024 Annual Meeting of Shareholders | ||
Barry Cohen Elliot Stein, Jr | Class I Director of AFT and Class II Director of AIF |
Directors and Executive Officers | Dollar Range* of Equity Securities Held in AFT (1) | Dollar Range* of Equity Securities Held in AIF (1) | Aggregate Dollar Range* of Equity Securities in All Funds Overseen by Director or Executive Officer in Fund Complex | |||
Independent Directors | ||||||
Meredith Coffey | A | A | A | |||
Glenn N. Marchak | A | A | A | |||
Carl J. Rickertsen (2) | C | C | D | |||
Todd J. Slotkin | A | A | A | |||
Elliot Stein, Jr. | C | B | C | |||
Interested Directors | ||||||
Barry Cohen | E | D | E | |||
Robert L. Borden (3) | C | C | C |
Directors and Executive Officers | Dollar Range* of Equity Securities Held in AFT (1) | Dollar Range* of Equity Securities Held in AIF (1) | Aggregate Dollar Range* of Equity Securities in All Funds Overseen by Director or Executive Officer in Fund Complex | |||
Executive Officers | ||||||
Joseph Moroney | E | E | E | |||
Kenneth Seifert | A | A | A | |||
Kristin Hester | A | A | A | |||
Ryan Del Giudice | A | A | A |
* | Key to Dollar Ranges |
A. | None |
B. | $1 - $10,000 |
C. | $10,001 - $50,000 |
D. | $50,001 - $100,000 |
E. | Over $100,000 |
(1) | This information has been furnished by each Director and Executive Officer. |
(2) | Mr. Rickertsen has informed the Board that he intends to retire from the Board upon the conclusion of his term (following the election of his successor) and, therefore, will not stand for re-election at the 2023 annual meeting of shareholders. |
(3) | On March 8, 2021, Apollo Global Management, Inc. (“AGM”) announced that it had entered into a definitive agreement with Athene Holding Ltd. (“Athene”) to merge in an all-stock transaction (the “Merger”). Under the terms of the Merger, each outstanding Class A common share of Athene was exchanged for a fixed ratio of shares of AGM common stock. As a shareholder of Athene, Mr. Borden received shares of AGM common stock as a result of the closing of the Merger on January 1, 2022. As of that date, he became an “interested person” of each Fund as defined in the 1940 Act. Mr. Borden will remain an interested person so long as he knowingly has any direct or indirect beneficial interest in AGM common stock. |
Name, Address (1) andYear of Birth | Current Position(s) Held with each Fund | Length of Time Served; Term of Office (3) | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen or to be Overseen by Director in Fund Complex | Other Public Company Board Memberships During Past Five Years | |||||
Independent Directors (2) : | ||||||||||
Meredith Coffey (born 1968) | None | N/A | Head of Research and Co-Head of Public Policy, Loan & Syndications Trading Association, since 2008. | 2 | Director, Apollo Debt Solutions, BDC (2021-present), Trustee, Apollo Diversified Credit Fund (2022-present) | |||||
Glenn N. Marchak (born 1956) | Director; Audit Committee Chair | AFT – Since 2011; Class II Director. AIF – Since 2013; Class III Director. | Private Investor; Corporate Director/Trustee. | 2 | Stone Harbor Emerging Markets Income Fund; Stone Harbor Emerging Markets Total Income Fund. | |||||
Carl J. Rickertsen (4) (born 1960) | Director; Nominating and Corporate Governance Committee Chair | AFT – Since 2011; Class III Director. AIF – Since 2013; Class I Director. | Managing Partner, Pine Creek Partners (private equity investment firm) since 2004. | 2 | Apollo Diversified Credit Fund; Apollo Debt Solutions BDC; Berry Plastics Group; MicroStrategy Incorporated. | |||||
Todd J. Slotkin (born 1953) | Lead Independent Director | AFT – Since 2011; Class II Director. AIF – Since 2013; Class III Director | Co-Founder, President & COO, KMP Music LLC since 2020; Global Head and Managing Director, Alvarez & Marsal Asset Management Services, LLC (2014-2020); Senior Advisor, Alvarez & Marsal Asset Management Services, LLC (2020-2022). | 2 | CBIZ, Inc. |
Name, Address (1) andYear of Birth | Current Position(s) Held with each Fund | Length of Time Served; Term of Office (3) | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen or to be Overseen by Director in Fund Complex | Other Public Company Board Memberships During Past Five Years | |||||
Elliot Stein, Jr. (born 1949) | Director | AFT – Since 2011; Class I Director. AIF – Since 2013; Class II Director. | Private Investor; Corporate Director/Trustee. | 2 | MidCap Financial Investment Corporation; BellRing Brands, Inc. | |||||
Interested Directors (5) | ||||||||||
Robert L. Borden (born 1963) | Director | AFT - Since 2013; Class III Director. AIF - Since 2013; Class I Director. | Managing Partner, Palmetto Research Partners, LLC since 2008; Founding Partner, Delegate Advisors, LLC (wealth advisory firm) since 2012. | 2 | Athene Holding Ltd. | |||||
Barry Cohen (born 1952) | Director and Chairman of the Board | AFT - Since 2011; Class I Director. AIF - Since 2013; Class II Director. | President, Elysium Management LLC (family office) since 2017; Managing Director, Apollo Capital Management, L.P. (investment adviser) from 2008-2022, Senior Advisor, Apollo Global Management, Inc. since 2022. | 2 | None. |
(1) | The address of each Director and Nominee is c/o Apollo Senior Floating Rate Fund Inc. or c/o Apollo Tactical Income Fund Inc. at 9 West 57th Street, New York, NY 10019. |
(2) | “Independent Directors” are directors who are not “interested persons,” as defined in the 1940 Act, of each Fund. |
(3) | If elected, the Class III Directors of AFT and the Class I Directors of AIF will serve until the Funds’ Annual Meeting of Shareholders in 2026 and until their successors are duly elected and qualify. The Class II Directors of AFT and the Class III Directors of AIF will serve until the Funds’ Annual Meeting of Shareholder in 2025 and until their successors are duly elected and qualify. The Class I Directors of AFT and the Class II Directors of AIF will serve until the Funds’ Annual Meeting of Shareholders in 2024 and until their successors are duly elected and qualify. |
(4) | Mr. Rickertsen has informed the Board that he intends to retire from the Board upon the conclusion of his term (following the election of his successor) and, therefore, will not stand for re-election at the 2023 annual meeting of shareholders. |
(5) | “Interested person,” as defined in the 1940 Act, of each Fund. Mr. Cohen and Mr. Borden are interested persons of each Fund due to their affiliation with the Adviser. |
• | Meredith Coffey . Ms. Coffey is Executive Vice President of the Loan Syndications and Trading Association (“LSTA”), and runs Research Department andco-heads the LSTA’s regulatory and CLO efforts, which help facilitate continued availability of credit and the efficiency of the loan market. In addition, Ms. Coffey heads efforts to analyze current and anticipated loan market developments, helping the LSTA build strategy and improve market efficiency, and providing commentary through weekly newsletters, periodic conferences and webcasts. Ms. Coffey and the analyst team also engage market participants, press and regulators on issues and developments in the global loan market. Ms. Coffey has published analysis on the syndicated loan market in numerous books and periodicals, presents frequently, and has testified several times before Congress on issues pertaining to the loan and CLO markets. Prior to joining the LSTA, Ms. Coffey was Senior Vice President and Director of Analysis focusing on the loan and adjacent markets for Thomson Reuters LPC, working in and running loan research for 15 years. Ms. Coffey has a B.A. in Economics from Swarthmore College and a graduate degree in Economics from New York University. |
• | Glenn N. Marchak . Mr. Marchak was a Managing Director and Senior Portfolio Manager of Citi Capital Advisors (formerly Citigroup Alternative Investments (“CAI”)) from 2005 through February 2008. At the time, CAI was Citigroup’s integrated alternative investments platform that managed over$100 billion of assets. Mr. Marchak managed the Leveraged Loan Investments Group. He was a member of the Management Committee and Management Counsel of CAI, and was a member of the Mezzanine Investments Committee. Previously, Mr. Marchak was a Managing Director at Smith Barney where he was responsible for developing and heading the firm’s leveraged lending and loan syndication effort. Prior to that, he was a Senior Vice President and Head of Loan Syndications at Nat West Markets. Before joining Nat West Markets, he was a Vice President of Citibank’s Leveraged Finance Division and subsequently, a member of the Loan Syndications Department. He began his business career at Ernst & Young (formerly Arthur Young & Company) where he became an Audit Manager and was a founder of that firm’s Reorganization and Insolvency practice. Through April 2022 when Stone Harbor Investment Partners was sold to Virtus Investment Partners, Mr. Marchak served as an Independent Trustee of the Stone Harbor Emerging Markets Income Fund (NYSE: EDF) and Stone Harbor Emerging Markets Total Income Fund (NYSE: EDI), each a registeredclosed-end fund, and of Stone Harbor Investment Funds, a registeredopen-end series trust. Mr. Marchak earned his BSA in Accounting from the University of Florida and is a Certified Public Accountant (inactive). |
• | Carl J. Rickertsen . Mr. Rickertsen is currently a Managing Partner of Pine Creek Partners, a private equity investment firm, a position he has held since January 2004. From January 1998 to January 2004, Mr. Rickertsen was Chief Operating Officer and a partner at Thayer Capital Partners, a private equity investment firm. From September 1994 to January 1998, Mr. Rickertsen was a Managing Partner at Thayer. Mr. Rickertsen was a founding partner of three Thayer investment funds totaling over $1.4 billion and is a published author. Mr. Rickertsen has been a member of the board of directors of MicroStrategy Incorporated, a publicly-traded software firm, since October 2002 and a member of the |
board of directors of Berry Plastics Group, Inc., a leading provider of value-added plastic consumer packaging and engineered materials, since January 2013. Mr. Rickertsen was formerly a board member of the following publicly-traded companies: Noranda Aluminum Holding Corporation, an integrated provider of value-added primary aluminum products and rolled aluminum coils, Convera Corporation, a search engine software company; UAP Holding Corp., a distributor of agriculture products; and Homeland Security Capital Corporation, a specialized technology provider to government and commercial customers. Mr. Rickertsen received a BS from Stanford University and an MBA from Harvard Business School. |
• | Todd J. Slotkin . Mr. Slotkinco-founded KMP Music LLC in 2020 to acquire and develop music publishing rights. He is also the President and COO of the firm. Mr. Slotkin served as the Managing Director and Global Head of Asset Management Services at Alvarez & Marsal from 2014 to 2020 and as Senior Advisor from 2020 to 2022. From 2011 to 2014 and from 2007 to 2008 he served as aCo-Founder and Managing Partner of Newton Pointe Partners, a consulting firm. Previously, Mr. Slotkin served as the Senior Managing Director and as the portfolio manager of Irving Place Capital, a private equity firm, between 2008 and 2010. Mr. Slotkin also served as a Managing Director andco-head of the Natixis Capital Markets Leveraged Finance business from 2006 to 2007. Previously, Mr. Slotkin served as Executive Vice President and Chief Financial Officer of MacAndrews & Forbes Holdings, Inc. from 1999 to 2006. In addition, he was Chief Financial Officer of M & F Worldwide Corp., a public company, from 1999 to 2006. Prior to joining MacAndrews & Forbes in 1992 as a senior vice president, Mr. Slotkin spent over 17 years with Citicorp, now known as Citigroup. Since 2003, he has been a director of CBIZ, Inc., a publicly-traded provider of business services, products and solutions for financial and employee management, where he is on the audit and compensation committees. He was a director of Martha Stewart Living Omnimedia, Inc. from 2008 to 2012. Mr. Slotkin is aco-founder of Food Allergy Research & Education. Mr. Slotkin received BS and MBA degrees from Cornell University. |
• | Elliot Stein, Jr . Mr. Stein has been a member of the Board of Directors of MidCap Financial Investment Corporation (“MFIC”) (f/k/a Apollo Investment Corporation (“AIC”)), anon-diversified, closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended, since March 2004. He currently serves as the lead Independent Director of MFIC. He has served as Chairman of Acertas LLC and Senturion Forecasting, LLC (consulting firms) since 2013 and is a board member of a private company, Cohere Holdings, and BellRing Brands, Inc., a public company. Mr. Stein is a Trustee of Claremont Graduate University and the New School University. He is a member of the Council on Foreign Relations. Mr. Stein received a BA from Claremont McKenna College. |
• | Robert L. Borden . Mr. Borden currently serves as Managing Partner of Palmetto Research Partners, LLC, a role he has held since 2008. Mr. Borden is also a Founding Partner and former (from 2012 to 2022) Chief Executive Officer and Chief Investment Officer of Delegate Advisors LLC, a Multi-Family Office and Outsourced Chief Investment Officer solutions provider. From 2006 to 2011, he served as the Chief Executive Officer and Chief Investment Officer of the $29 billion South Carolina Retirement System Investment Commission. From 1995 to 2006, Mr. Borden served as the Executive Director and Chief Investment Officer of the $10 billion Louisiana State Employees Retirement System (“LASERS”). Prior to joining LASERS, Mr. Borden served as Treasurer and Senior Manager of Financial Services for the Texas Workers’ Compensation Insurance Fund. He was previously Vice President of Treasury and Interest Rate Risk Manager of Franklin Federal Bancorp. He began his career in 1982 at the Bond Division of the Texas State Treasury. He is a graduate of the University of Texas at Austin with a BBA in Finance and earned a Master of Science degree in Finance from Louisiana State University. Mr.��Borden holds both the Chartered Financial Analyst and Chartered Alternative Investment Analyst professional designations. |
• | Barry Cohen . Mr. Cohen joined Apollo in 2008. Until 2022, he served as a Managing Director of Apollo Management, L.P. He is currently a Senior Advisor to Apollo. Since 2017, Mr. Cohen also serves as the President of Elysium Management LLC, a limited liability company that manages the family office for the family of Leon and Debra Black. Leon Black is theformer-CEO of Apollo Global Management. Before joining Apollo, Mr. Cohen was with Bear Stearns. Mr. Cohen joined Bear Stearns in 1987 as head of its Risk Arbitrage Department, where he alsoco-headed the Bear Stearns Global Equity Arbitrage Funds. From 2003 to 2008, he worked in Bear Stearns Asset Management. Prior to joining Bear Stearns, Mr. Cohen was a risk arbitrageur at First Boston Corporation, a partner in Bedford Partners, a risk arbitrage hedge fund, and an attorney at Davis Polk & Wardwell. Mr. Cohen graduated summa cum laude from Harvard College with a BA in Applied Mathematics and received JD and MBA degrees from Harvard Law School and Harvard Business School, respectively. Mr. Cohen is a member of the board of directors of the Mt. Sinai Children’s Center Foundation, The Michael J. Fox Foundation for Parkinson’s Research, Melanoma Research Alliance and Phaidon Press Limited. |
Independent Director | AFT | AIF | Pension or Retirement Benefits Accrued as Part of Fund Expenses | |||||||
Glenn N. Marchak* | $ | 39,750 | $ | 40,750 | None | |||||
Carl J. Rickertsen† | $ | 34,750 | $ | 35,750 | None | |||||
Todd J. Slotkin | $ | 34,000 | $ | 35,000 | None | |||||
Elliot Stein, Jr. | $ | 34,750 | $ | 35,750 | None |
* | Audit Committee Chair for both Funds. |
† | Mr. Rickertsen has informed the Board that he intends to retire from the Board upon the conclusion of his term (following the election of his successor) and, therefore, will not stand for re-election at the 2023 annual meeting of shareholders. |
Name, Address (1) and Year of Birth | Current Position(s) Held with each Fund | Length of Time Served and Term of Office (2) | Principal Occupation(s) During Past Five Years | |||
Joseph Moroney (born 1971) | President and Chief Investment Officer | AFT - since 2011 AIF - since 2013 | Co-Head of Yield Multi-Credit and Head of Sustainable Finance since 2022,Co-Head of Global Corporate Credit 2018 to 2021. Apollo Global Management, Inc. and affiliates since 2008. | |||
Kenneth Seifert (born 1978) | Treasurer and Chief Financial Officer | AFT - since 2021 AIF - since 2021 | Treasurer and Chief Financial Officer of Apollo Diversified Credit Fund and Apollo Diversified Real Estate Fund since 2022, Controller, Principal and Director, Apollo Global Management, Inc. and affiliates since 2021 and 2017, respectively. |
Name, Address (1) and Year of Birth | Current Position(s) Held with each Fund | Length of Time Served and Term of Office (2) | Principal Occupation(s) During Past Five Years | |||
Kristin Hester (born 1980) | Secretary and Chief Legal Officer | AFT - since 2022 AIF - since 2022 | Chief Legal Officer and Secretary for Apollo Debt Solutions BDC, MidCap Investment Corporation and Apollo Diversified Credit Fund since 2022. Apollo Global Management, Inc. and affiliates since 2015. | |||
Ryan Del Giudice (born 1990) | Chief Compliance Officer | AFT - since 2023 AIF - since 2023 | Principal, Apollo Global Management, Inc., 2022 to present; Chief Compliance Officer, Apollo Diversified Real Estate Fund and Apollo Diversified Credit Fund, 2018 to present; Chief Compliance Officer, MidCap Financial Investment Corporation, and Apollo Debt Solutions BDC, 2023 to present; Chief Compliance Officer, Griffin Capital Asset Management Company, LLC, 2017 to 2022 |
(1) | The business address of each officer is c/o the Apollo Senior Floating Rate Fund Inc. or the Apollo Tactical Income Fund Inc. at 9 West 57th Street, New York, NY 10019. |
(2) | Each officer is elected by, and serves at the pleasure of, the Board. |
* | Mr. Rickertsen has informed the Board that he intends to retire from the Board upon the conclusion of his term (following the election of his successor) and, therefore, will not stand for re-election at the 2023 annual meeting of shareholders. |
Fund | For the year ended December 31, | Audit Fees | Audit-Related Fees | Tax Fees* | All Other Fees** | |||||||||||||||
AFT | 2021 | $ | 110,000 | $ | 0 | | $ | 6,675 | $ | 7,000 | ||||||||||
AFT | 2022 | $ | 116,000 | $ | 0 | $ | 7,000 | $ | 27,000 | |||||||||||
AIF | 2021 | $ | 110,000 | $ | 0 | | $ | 6,675 | $ | 7,000 | ||||||||||
AIF | 2022 | $ | 116,000 | $ | 0 | $ | 7,000 | $ | 27,000 |
* | “Tax Fees” are those fees related to Deloitte’s tax consulting services, including primarily the review of each Fund’s income tax returns. |
** | “All Other Fees” include the aggregate fees billed for products and services provided by Deloitte, other than the reported services. |
APOLLO Funds APOLLO CREDIT MANAGEMENT, LLC 9 WEST 57TH STREET NEW YORK, NY 10019 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting/AFTAIF2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V06426-P88937 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY APOLLO TACTICAL INCOME FUND INC. The Board of Directors recommends you vote FOR the following proposals: 1. Election of Directors Nominees: For Against Abstain 1a. Robert L. Borden 1b. Meredith Coffey For Against Abstain 2. To consider and ratify the appointment of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Please indicate if you plan to attend this meeting. Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V06427-P88937 Apollo Tactical Income Fund Inc. 9 West 57th Street New York, NY 10019 Annual Meeting of Stockholders June 9, 2023 9:00 AM ET Proxy Solicited on Behalf of the Board of Directors The undersigned hereby appoints Kristin Hester, Kenneth Seifert and Ryan Del Giudice, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to attend the Annual Meeting of Stockholders of Apollo Tactical Income Fund Inc., a Maryland corporation (the “Fund”), to be held on June 9, 2023 at 9:00 a.m. (Eastern Time) and any adjournment or postponement thereof (the “Meeting”), to cast on behalf of the undersigned as directed on the reverse side all of the votes that the undersigned is entitled to cast at the Meeting and to otherwise represent the undersigned at the Meeting with all powers possessed by the undersigned if personally present at the Meeting. The undersigned hereby acknowledges receipt of the Notice of the Meeting and the accompanying Proxy Statement, the terms of which are incorporated by reference herein, and revokes any Proxy previously given with respect to the Meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Please sign exactly as your name(s) appear(s) on the books of the Fund and date. Joint owners should both sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who must state his or her title. Continued and to be signed on reverse side