0001398344-23-001311 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund

The Trust has been organized to engage in the business of a closed-end management investment company that is operated as an interval fund.

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Services Agreement
Services Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund • New York
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AMENDED AND RESTATED CUSTODY AGREEMENT Dated May 2, 2022
Custody Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund

This Amended and Restated Custody Agreement (the “Agreement”) made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian"), and Apollo Real Estate Fund Adviser, LLC (f/k/n/a Griffin Capital Advisor, LLC), an investment adviser registered as such with the Securities and Exchange Commission (the "SEC") with its principal place of business in New York, NY on behalf of itself and Apollo Diversified Real Estate Fund (f/k/n/a Griffin Institutional Access Real Estate Fund) (the “Fund”), a continuously offered, closed-end management investment company that is operated as an interval fund.

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INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG APOLLO REAL ESTATE FUND ADVISER, LLC AND CENTERSQUARE INVESTMENT MANAGEMENT LLC
Investment Sub-Advisory Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (this “Agreement”) is made and entered into this May 2, 2022, by and among Apollo Real Estate Fund Adviser, LLC, a Delaware limited liability company (the “Adviser”) and CenterSquare Investment Management LLC, a Delaware limited liability company (the “Sub-Adviser’’).

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BROKER-DEALER SELLING AGREEMENT
Broker-Dealer • January 30th, 2023 • Apollo Diversified Real Estate Fund • Colorado

THIS BROKER-DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1000, Denver, Colorado 80203, and ___________________________________, a _________________________ having its principal place of business at ________________________________________________________ (hereinafter “Broker-Dealer”).

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INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG APOLLO REAL ESTATE FUND ADVISER, LLC AND AON INVESTMENTS USA INC.
Investment Sub-Advisory Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund • Delaware

This Investment Sub-Advisory Agreement (the “Agreement”) is made and entered into as of May 2, 2022, by and between Apollo Real Estate Fund Adviser, LLC, a Delaware limited liability company (the “Advisor”), and Aon Investments USA Inc., an Illinois corporation (the “Sub-Advisor”).

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AMENDMENT 3
Apollo Diversified Real Estate Fund • January 30th, 2023

This amendment (the “Amendment”) between the parties signing below (the “Parties”) amends the Existing Agreement as of May 2, 2022 (the “Effective Date”)

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AMENDMENT 2
Apollo Diversified Real Estate Fund • January 30th, 2023

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of May 2, 2022 (the “Effective Date”)

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Expense Limitation Agreement
Limitation Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund
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