Apollo Senior Floating Rate Fund DEF 14A Definitive proxy

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		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

APOLLO SENIOR FLOATING RATE FUND INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):



☒		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.

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APOLLO SENIOR FLOATING RATE FUND INC.

APOLLO TACTICAL INCOME FUND INC.

9 West 57

Street

New York, NY 10019

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS

To Be Held on June 9, 2023

To the Shareholders:

Notice is hereby given that the 2023 Annual Meeting of Shareholders of each of Apollo Senior Floating Rate Fund Inc. (“AFT”) and Apollo Tactical Income Fund Inc. (“AIF”) (each, a “Fund” and together, the “Funds”), each a Maryland corporation, will be held at 9:00 a.m. E.T., on June 9, 2023. In light of the continuing coronavirus pandemic, the Funds have elected to hold this year’s Annual Meetings as virtual meetings (via a live webcast) in order to ensure the safety of our shareholders. You will be able to submit questions during the live webcast of the Annual Meetings by visiting www.virtualshareholdermeeting/AFTAIF2023. In order to participate in and vote at the meeting, shareholders must register in advance by visiting

www.virtualshareholdermeeting/AFTAIF2023

and submitting the requested information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Funds’ proxy tabulator. This is not intended as a permanent change to the format of future Annual Meetings.

The Annual Meetings are being held for the following purposes:

To elect Directors of each Fund.

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.

To transact such other business as may properly come before the Annual Meetings or any adjournments or postponements thereof.

Your vote is important!

The Board of Directors of each Fund has fixed the close of business on March 17, 2023 as the record date for the determination of shareholders of each Fund entitled to notice of and to vote at the Annual Meetings and any adjournments or postponements thereof.

All shareholders of record of each Fund on the record date are cordially invited to virtually attend the Annual Meetings via the live webcast. Even if you expect to attend the Annual Meetings via live webcast, please complete, date and sign the enclosed proxy or voting instruction form for each Fund in which you hold shares and return it promptly in the envelope provided for this purpose. If you have been provided with the opportunity on your proxy card or voting instruction form to provide voting instructions, and otherwise authorize the persons named as proxy holders in the enclosed proxy to act on your behalf at the Annual Meetings, via telephone or the Internet, please take advantage of these prompt and efficient voting options.

The enclosed proxy card(s) is being solicited on behalf of the Funds’ Boards of Directors.

By Order of the Boards of Directors,

/s/ Kristin Hester

KRISTIN HESTER

Secretary of the Funds

April 21, 2023

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INSTRUCTIONS FOR SIGNING PROXY CARD

The following general rules for signing the proxy card may be of assistance to you and may minimize the time and expense to the Fund(s) in validating your vote if you fail to sign your proxy card(s) properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration.

2. Joint Accounts: Both owners of a joint account should sign, and the names of the parties signing should conform exactly to the names shown in the registration.

3. All Other Accounts: The capacity of the individual signing the proxy card(s) should be indicated unless it is reflected in the form of registration. For example:


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

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APOLLO SENIOR FLOATING RATE FUND INC.

APOLLO TACTICAL INCOME FUND INC.

9 West 57

Street New York, NY 10019

ANNUAL MEETINGS OF SHAREHOLDERS

To Be Held on June 9, 2023

JOINT PROXY STATEMENT

This document is a joint proxy statement (the “Joint Proxy Statement”) for Apollo Senior Floating Rate Fund Inc. (“AFT”) and Apollo Tactical Income Fund Inc. (“AIF”) (each, a “Fund” and together, the “Funds”), each a Maryland corporation. This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the Funds’ Boards of Directors (each, a “Board” and together, the “Boards”) for use at the 2023 Annual Meetings of Shareholders of the Funds to be held virtually via a live webcast on June 9, 2023, at 9:00 a.m. E.T., and at any adjournments or postponements thereof (each, a “Meeting” and together, the “Meetings”).

A Notice of the 2023 Annual Meetings of Shareholders and a proxy card for each Fund in which you own Shares (as defined below) accompany this Joint Proxy Statement. Proxy solicitations will be made, beginning on or about April 21, 2023, primarily by mail, but proxy solicitations may also be made by telephone, email or other form of communication by officers of each Fund, Apollo Credit Management, LLC, the investment adviser of each Fund (the “Adviser”), U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services, the administrator of each Fund, and Broadridge Financial Solutions, the proxy solicitor for each Fund. Costs of proxy solicitation and expenses incurred in connection with the preparation of this Joint Proxy Statement and its enclosures will be paid for by the Funds. Each Fund also will reimburse brokerage firms and others for their expenses in forwarding solicitation material to the beneficial owners of its Shares. The estimated costs and expenses of the proxy solicitation to be paid by the Funds are expected to be approximately $56,000. This Joint Proxy Statement and form of proxy are first being sent to shareholders on or about April 21, 2023.

THE FUNDS’ ANNUAL REPORT, INCLUDING THE AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER

31, 2022, HAS PREVIOUSLY BEEN MAILED TO EACH FUND’S SHAREHOLDERS, AND IS AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY CALLING SHAREHOLDER SERVICES AT

1-877-864-4834.

THE FUNDS’ ANNUAL REPORT IS ALSO AVAILABLE ON THE FUNDS’ WEBSITE AT

WWW.APOLLOFUNDS.COM

AND THE SECURITIES AND EXCHANGE COMMISSION’S (“SEC”) WEBSITE (

WWW.SEC.GOV

). REFERENCES TO THE WEBSITES DO NOT INCORPORATE THE CONTENT OF THE WEBSITES INTO THIS JOINT PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meetings to Be Held Virtually on June 9, 2023.

The Notice of Annual Meetings of Shareholders, Joint Proxy Statement and proxy cards for each Fund are available to you at www.virtualshareholdermeeting/AFTAIF2023. You are encouraged to review all of the information contained in the proxy materials before voting.

To obtain instructions for how to attend the Meeting via webcast and vote, please call

1-866-612-8937

or follow the instructions described below.

SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH YOU OWN SHARES. EVEN IF YOU EXPECT TO VIRTUALLY ATTEND THE MEETINGS, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD(S) AS SOON AS POSSIBLE.

The proxy card(s) should be returned in the enclosed envelope, which needs no postage if mailed in the continental United States. Instructions for the proper execution of the proxy card(s) are set forth on the inside cover of this Joint Proxy Statement.

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If the enclosed proxy card(s) is properly executed and returned in time to be voted at the relevant Meeting, the Shares represented thereby will be voted in accordance with the instructions marked thereon.

Unless instructions to the contrary are marked thereon, a properly executed proxy will be voted “FOR” the election of the nominees for Director named in this Joint Proxy Statement in Proposal No.

1 and “FOR” the ratification of the appointment of the independent registered public accounting firm listed in Proposal No.

Any shareholder of record who has given a proxy has the right to revoke it at any time prior to its exercise either by virtually attending the Meeting(s) via live webcast and voting his or her Shares, by submitting a letter of revocation or by submitting a later-dated proxy before the Meeting(s) or at the Meeting(s). Broker-dealers and other nominees holding Shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their Shares on each Proposal before the Meeting(s). A signed voting instruction card or other authorization by a beneficial owner of a Fund’s Shares that does not specify how the beneficial owner’s Shares should be voted will be deemed an instruction to vote such Shares “FOR” the election of the nominees for Director named in this Joint Proxy Statement in Proposal No. 1 and “FOR” the ratification of the appointment of the independent registered public accounting firm listed in Proposal No. 2. Beneficial owners should consult their broker or other nominees for instructions as to how to revoke any voting instructions.

Instructions for Attending the Virtual Meeting

In order to attend the live webcast of the virtual Meeting, please visit www.virtualshareholdermeeting/AFTAIF2023 and follow the instructions as outlined on the website.

Shareholders whose shares are registered directly with the Apollo Funds in the shareholder’s name will be asked to submit their name and control number found on the shareholder’s proxy card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly issued control number. Requests for registration should be received no later than two days prior to the Meeting, but in any event must be received by the scheduled time for commencement of the Meeting. Once shareholders have obtained a new control number, they must visit

www.virtualshareholdermeeting/AFTAIF2023

and submit their name and newly issued control number in order to register to participate in and vote at the Meeting.

After shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once shareholders’ registration requests have been accepted, they will receive (i) an email containing an event link and

dial-in

information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Shareholders may vote before or during the Meeting at proxyvote.com. Only shareholders of the Apollo Funds present virtually or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Meeting.

We encourage you to access the Meeting prior to the start time. The live webcast and listen-only audio will begin promptly at 9:00 a.m. E.T. We will have technicians ready to assist you with any technical difficulties you may have accessing the live webcast and listen-only audio. If you encounter any difficulties accessing the live webcast and listen-only audio before or during the Meeting, please call

1-866-612-8937

(toll free). Technical support will be available starting at 8:00 a.m. E.T. on June 9, 2023 and will remain available until thirty minutes after the Meeting has finished. The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Meeting.

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We encourage you to vote your Shares, either by voting electronically via the live webcast of the Meeting or by granting a proxy (i.e., authorizing someone to vote your Shares). If you properly sign, date and mail the accompanying proxy card or authorize your proxy by telephone or through the Internet, and the applicable Fund receives it in time for voting at the Meeting, the persons named as proxies will vote your Shares in the manner that you specify.

If you give no instructions on the proxy card you execute, the Shares covered by the proxy card will be voted “FOR” the election of the nominees as Directors in Proposal No.

1 and “FOR” the ratification of the appointment of the independent registered public accounting firm listed in Proposal No.

You may revoke a proxy at any time before it is exercised by notifying the Funds’ Secretary in writing sufficiently in advance of the Meeting, by submitting a properly executed later-dated proxy, or by voting electronically at the Meeting. Any shareholder of record attending the Meeting may vote whether or not he or she has previously authorized his or her Shares to be voted by proxy.

Shareholders of record can register to attend the Meeting by visiting www.virtualshareholdermeeting/AFTAIF2023 and entering the control number included on their proxy cards before the Meeting. Once your registration is approved, you will receive an email confirmation that will contain the virtual Meeting link to use to log in on the day of the Meeting.

If your Shares are registered in the name of a bank, brokerage firm or other nominee and you wish to vote your Shares at the Meeting, please contact your bank, brokerage firm or other nominee to receive instructions on how to obtain a legal proxy and new control number that will allow you to register to attend and vote at the Meeting. Once your registration is approved, you will receive an email confirmation that will contain the virtual Meeting link to use to log in on the day of the Meeting.

If you would like to submit a question during the Meeting, log into the live webcast at

www.virtualshareholdermeeting/AFTAIF2023

, type your question into the “Ask a Question” field, and click “Submit”.

Only questions submitted via the live webcast that are pertinent to Meeting matters, as determined by the chairman of the Meeting, will be answered during the Meeting, subject to time constraints. Questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by shareholders generally, or use blatantly offensive language may be ruled out of order by the chairman. Additionally, in order to provide all shareholders with a reasonable opportunity to submit questions, the Funds may elect not to answer multiple questions submitted by the same shareholder.

Under the Bylaws of each Fund, the presence in person or by proxy of the holders of Shares entitled to cast a majority of the votes entitled to be cast (without regard to class) shall be necessary and sufficient to constitute a quorum for the transaction of business (a “Quorum”) at that Fund’s Meeting. Attendance at the virtual Meeting via live webcast shall constitute in person attendance for purposes of the Funds’ Bylaws. In the event that a Quorum is not present at a Meeting, or in the event that a Quorum is present but sufficient votes to approve any of the proposals are not received, the chairman of the Meeting may adjourn the Meeting without notice other than announcement at the Meeting.

Each Fund has outstanding one class of capital stock consisting of common stock, par value $0.001 per share (the “Common Stock” or the “Shares”). Each outstanding share of Common Stock is generally entitled to one vote at the relevant Meeting with respect to each matter to be voted on by the holders of Common Stock with pro rata voting rights for any fractional shares. Each outstanding share of Common Stock generally entitles the holder to cast one vote for as many individuals as there are Directors to be elected. Each outstanding share of Common Stock generally entitles the holder to cast one vote on the matter of the ratification of the independent registered public accounting firm. No Shares have cumulative voting rights. On the record date, March 17, 2023 (the “Record Date”), the following number of Shares of each Fund were issued and outstanding:

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Name of Fund	Common Stock Outstanding
AFT		15,573,575
AIF		14,464,026

To the knowledge of AFT and AIF, the following shareholder(s), or “group” as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), are beneficial owners of more than 5% of a Fund’s outstanding Shares as of the Record Date based on public filings and/or information provided by such persons.


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.

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PROPOSAL 1: ELECTION OF DIRECTORS

Each Board currently consists of six Directors, four of whom are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), of each Fund (“Independent Directors”). The Directors are divided into three classes and are elected for staggered terms of three years each, with a term of office of each class of Directors expiring at the third annual meeting of shareholders after the election of such class of Directors. Each Director will hold office for the term to which he is elected and until his successor is duly elected and qualifies.

Mr. Carl J. Rickertsen is currently a Class III Director of AFT, and a Class I Director of AIF. 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. The Nominating and Corporate Governance Committee of each Fund’s Board has nominated Ms. Meredith Coffey to each Board seat currently held by Mr. Rickertsen. Ms. Coffey is not an “interested person” (as that term is defined in the 1940 Act) of each Fund and therefore would be an Independent Director if she is elected to the Board.

The classes of Directors are indicated below:


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

The following table sets forth the dollar range of equity securities in each Fund beneficially owned by each Director, Ms. Coffey, and each executive officer as of the Record Date. As of that date, the Funds’ Directors and executive officers, as a group, owned less than 1% of each Fund’s outstanding Common Stock. The Apollo registered fund complex consists of AFT and AIF, each a

closed-end

investment company registered under the 1940 Act.


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

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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

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.

None of the Independent Directors, Ms. Coffey, nor their respective immediate family members had any interest in the Adviser or any person directly or indirectly controlling, controlled by, or under common control with the Adviser as of the Record Date.

EACH BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

FOR

THE ELECTION OF THE NOMINEES NAMED IN THIS JOINT PROXY STATEMENT.

Mr. Borden and Ms. Coffey have each been nominated for a three-year term to expire at the Funds’ 2026 Annual Meeting of Shareholders and when his or her successor is duly elected and qualifies. Each of Mr. Borden and Ms. Coffey has consented to serve as a Director if elected at the relevant Meeting.

All properly executed proxies will be voted (unless such authority has been withheld in the proxy or revoked as described herein) “FOR” the nominees named in this Joint Proxy Statement. The Boards know of no reason why either of the nominees will be unable to serve, but in the event of any such unavailability, the proxies received will be voted for such substitute nominee or nominees as the Boards may recommend.

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Information About Each Director’s and Nominee’s Experience, Qualifications, Attributes or Skills

Certain biographical and other information relating to the Directors and Nominees, including their year of birth, positions held with each Fund, length of service, principal occupations and other board memberships for the past five years are shown below, as of the date of this Joint Proxy Statement.


Name, Address (1) and Year 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.

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Name, Address (1) and Year 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.

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(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.

Additional information about each Director or Nominee follows that describes some of the specific experiences, qualifications, attributes or skills that each Director or Nominee possesses which the Boards believe have prepared them to be an effective Director. The Boards believe that the significance of each person’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one person may not have the same value for another) and that these factors are best evaluated at the Board level, with no single person, or particular factor, being indicative of Board effectiveness. However, the Boards believe that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. Experience relevant to having this ability may be achieved through a person’s educational background; business, professional training or practice (e.g., accounting, finance or law); public service or academic positions; experience from service as a board member or as an executive of investment funds, public companies or significant private or

not-for-profit

entities or other organizations; and/or other life experiences. To assist them in evaluating matters under federal and state law, the Independent Directors are counseled by their own independent legal counsel, who participates in Board meetings and interacts with the Adviser, and also may benefit from information provided by the Funds’ counsel; both counsel to the Independent Directors and counsel to the Funds have significant experience advising fund board members and funds. The Boards and their committees have the ability to engage other experts as appropriate. The Boards evaluate their performance on an annual basis.

Independent Directors/Nominees

•

Meredith Coffey

. Ms. Coffey is Executive Vice President of the Loan Syndications and Trading Association (“LSTA”), and runs Research Department and

co-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

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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 registered

closed-end

fund, and of Stone Harbor Investment Funds, a registered

open-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. Slotkin

co-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 a

Co-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 and

co-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 a

co-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”)), a

non-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

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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.

Interested Directors

•

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 the

former-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 also

co-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.

Board Composition and Leadership Structure

The 1940 Act requires that at least 40% of the Funds’ Directors be Independent Directors. Currently, four of the six Directors of each Fund are Independent Directors. Ms. Coffey would be an Independent Director were she elected to the Board. The Independent Directors exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman of the Boards, regardless of whether the Director happens to be independent or a member of management. The Boards have determined that their leadership structure, in which the Chairman of the Boards is an interested person of the Funds, is appropriate because the Independent Directors believe that an interested Chairman has a personal and professional stake in the quality and continuity of services provided by management to the Funds. The Independent Directors have determined that they can act independently and effectively without having an Independent Director serve as Chairman of the Boards and that a key factor for assuring that they are in a position to do so is for the Directors who are independent of management to constitute a substantial majority of the Funds’ Boards. In addition, the Independent Directors of the Funds have designated a Lead Independent Director who chairs meetings or executive sessions of the Independent Directors, reviews Board meeting agendas, represents the views of the Independent Directors to management and facilitates communication among the Independent Directors and their counsel and between management and the Independent Directors.

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Boards’ Oversight Role

The Boards’ primary role is oversight of the management of the Funds. As is the case with virtually all investment companies, service providers to the Funds, primarily the Adviser and its affiliates, have responsibility for the

day-to-day

management of the Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, each Board, acting at its scheduled meetings, or the Chairman or Lead Independent Director, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers. The Boards’ Audit Committees meet regularly, and, between meetings, the Audit Committee Chair has access to the Funds’ independent registered public accounting firm and to the Funds’ Treasurer. The Boards also receive periodic presentations from senior personnel of the Adviser or its affiliates regarding risk management, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, personal trading, valuation, credit and investment research. The Adviser and other service providers have adopted a variety of policies, procedures and controls designed to address each Fund’s particular risks. However, it is not possible to eliminate, or even to mitigate, all of the risks applicable to a Fund. The Boards receive reports from Fund counsel and the Independent Directors’ own independent legal counsel regarding regulatory, compliance and governance matters. The Boards’ oversight role does not make the Boards a guarantor of the Funds’ investments or activities or of the activities of any of the Funds’ service providers.

Compensation of Directors and Executive Officers

During the fiscal year ended December 31, 2022, the Boards held four joint board meetings and [one] special joint telephonic board meetings for the Funds. Each Director of the Funds attended at least 75% of the meetings of the Boards and of any Committees of which he was a member. Each Director receives an annual retainer fee of $28,000 for serving as a Director of each Fund, plus $2,000 for each

in-person

and virtual Board meeting of a single Fund ($3,000, or $1,500 per Fund, for a joint meeting of both Funds), plus $1,000 for attendance at telephonic board meetings of a single Fund or participation in special committee meetings of a single Fund not held in conjunction with regularly scheduled Board meetings ($1,500, or $750 per Fund, for a joint meeting of both Funds). In addition, the Chairperson of the Audit Committee receives an additional annual retainer fee of $5,000. Each Fund also reimburses Directors for travel and other

out-of-pocket

expenses incurred by them in connection with attending meetings of the Board. The compensation paid by each Fund to the Independent Directors for the fiscal year ended December 31, 2022 is set forth below. No compensation is paid by the Funds to the Interested Directors. No executive officers of the Funds received compensation from either Fund in excess of $60,000.


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.

AFT and AIF together reimbursed the Independent Directors a total of $168 for

out-of-pocket

expenses incurred in attending the Board and Committee meetings, as applicable, for the year ended December 31, 2022.

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Executive Officers of the Funds

The following table provides information concerning each of the executive officers of the Funds, including his or her year of birth, positions held with the Funds, length of service and principal occupations for the past five years.


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.

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.

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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
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.

Audit Committee

Each Board has an Audit Committee currently comprised of all the current Independent Directors, each of whom is also “independent” under the rules of the New York Stock Exchange (the “NYSE”). If elected, it is expected that Ms. Coffey will become a member of the Audit Committee. The Audit Committee for AFT and AIF met jointly four times during the fiscal year ended December 31, 2022. The functions of the Audit Committee of each Board are to (a) assist the Board in its oversight of (i) the integrity of the financial statements of each Fund; (ii) the independent registered public accounting firm (the “Independent Auditor”) qualifications and independence; (iii) the performance of the internal audit function and Independent Auditor; and (iv) the compliance by each Fund with legal and regulatory requirements and (b) prepare an audit committee report as required by Regulation

S-K

under the 1934 Act. The Funds’ Audit Committee Charter, which describes the Audit Committee’s purpose and duties, is available at

www.apollofunds.com

. This reference to the website does not incorporate the content of the website into this Joint Proxy Statement.

Nominating and Corporate Governance Committee

Each Board has a Nominating and Corporate Governance Committee comprised of all the current Independent Directors. The Nominating and Corporate Governance Committee for AFT and AIF met jointly twice during the fiscal year ended December 31, 2022. The functions of the Nominating and Corporate Governance Committee include identifying, selecting or recommending qualified nominees to be elected to the Funds’ Boards at the annual meetings of shareholders (consistent with criteria approved by the Boards); identifying, selecting or recommending qualified nominees to fill any vacancies on the Boards or any committees thereof (consistent with criteria approved by the Boards); developing and recommending to the Boards a set of corporate governance principles applicable to each Fund; overseeing the evaluation of the Boards, any committees thereof and management; and undertaking such other duties and responsibilities as may from time to

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time be delegated by the Boards to the Funds’ Nominating and Corporate Governance Committees. The Funds’ Nominating and Corporate Governance Committee Charter is available at

www.apollofunds.com

. This reference to the website does not incorporate the content of the website into this Joint Proxy Statement.

The Funds’ Nominating and Corporate Governance Committees have not established any specific minimum qualifications that must be met for the Committee to consider a nominee. In nominating candidates, including candidates recommended by shareholders as provided below, each Nominating and Corporate Governance Committee will take into consideration such factors as it deems appropriate, including, to the extent required, compliance with the independence and other applicable requirements of the federal securities laws, the listing standards of the NYSE and any other applicable laws, rules or regulations; a candidate’s experiences, qualifications, attributes or skills described above under “Information About Each Director’s and Nominee’s Experience, Qualifications, Attributes or Skills”; and personal and professional integrity, character, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate. Each Nominating and Corporate Governance Committee may consider whether a potential nominee’s professional experience, education, skills, and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Boards’ membership and collective attributes. Such considerations will vary based on the Boards’ existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations. Each Nominating and Corporate Governance Committee will consider Director candidates recommended by shareholders and submitted in accordance with applicable law, the applicable Fund’s

By-laws

or other applicable governing documents and procedures as described in this Joint Proxy Statement (see “Submission of Shareholder Proposals” below).

Required Vote

The election of each of Mr. Borden and Ms. Coffey as a Director of the Funds requires the affirmative vote of a majority of the outstanding shares of each Fund’s Common Stock entitled to vote at the Meeting in person or by proxy. In person attendance constitutes attendance at the virtual Meeting via live webcast.

PROPOSAL 2: TO RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee of each Fund, which is comprised solely of Independent Directors, and each Board, has appointed Deloitte and Touche LLP (“Deloitte”) as each Fund’s independent registered public accounting firm for the Fund’s 2023 fiscal year. The Boards are asking shareholders to ratify that appointment. Although action by either Fund’s shareholders on this matter is not required, each Audit Committee and Board believes the appointment of the independent registered public accounting firm may be an important matter of concern for shareholders and are therefore submitting the appointment of Deloitte for ratification by shareholders. Each Board considers the appointment of Deloitte as the respective Fund’s independent registered public accounting firm for fiscal year 2023 to be in the best interests of the Fund and recommends a vote FOR ratification of Deloitte. A representative of Deloitte will be available by telephone to respond to appropriate questions and will have an opportunity to make a statement, if the representative desires.

EACH BOARD OF DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT “INTERESTED” PERSONS OF EACH FUND, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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Audit Committee Report

The Funds’ Audit Committees oversee the financial reporting process on behalf of the Boards. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting. In fulfilling its oversight responsibilities, each Fund’s Audit Committee reviewed and discussed with management the audited financial statements in the Funds’ Annual Report for the fiscal year ended December 31, 2022.

The Funds’ Audit Committees reviewed with the Independent Auditor, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Funds’ accounting principles and such other matters as are required to be discussed with the committee under the applicable requirements of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and the SEC. In addition, the Funds’ Audit Committees discussed with the Independent Auditor the Independent Auditor’s independence from management and each Fund, including the Independent Auditors’ letter and the matters in the written disclosures required by the PCAOB provided to the Audit Committees.

The members of the Audit Committee for each Fund are not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed by the Funds for accounting, financial management, or internal control purposes. Accordingly, each Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, each Audit Committee’s considerations and discussions referred to above do not guarantee that the audit of the Funds’ financial statements has been carried out in accordance with the standards of the PCAOB or that the financial statements are presented in accordance with generally accepted accounting principles (United States).

Based on its consideration of the audited financial statements and the discussions referred to above with management and the Independent Auditor, and subject to the limitations on the responsibilities and the role of the Funds’ Audit Committees set forth in the Funds’ Audit Committee Charters and those discussed above, the Audit Committee of each Fund recommended to the relevant Board that the Fund’s audited financial statements be included in the Funds’ Annual Report for the fiscal year ended December 31, 2022. This report was submitted by the members of the Audit Committees of the Funds’ Board of Directors on February 16, 2023:

Glenn N. Marchak, Chairman

Carl J. Rickertsen*

Todd J. Slotkin

Elliot Stein, Jr.

*	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.

Disclosure of Feed Paid to Independent Registered Public Accounting Firm

Deloitte & Touche LLP (previously defined as “Deloitte”), 30 Rockefeller Plaza, New York, NY 10112, has been selected to serve as the Funds’ independent registered public accounting firm for each Fund’s fiscal year ending December 31, 2023. A representative of Deloitte will be present at the Meeting where he or she will have the opportunity to make a statement, if the representative desires, and will be available to respond to appropriate questions.

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Set forth in the table below are the audit fees and

non-audit

related fees billed to each Fund by Deloitte for professional services for the fiscal years ended December 31, 2021 and 2022.


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.

The Funds’ Audit Committee Charter requires that the Audit Committee

pre-approve

all audit and

non-audit

services to be provided by Deloitte to the Funds, and all

non-audit

services to be provided by Deloitte to the Funds’ Adviser and any entity controlling, controlled by or under common control with the Funds’ Adviser (“Affiliates”) that provides ongoing services to a Fund, if the engagement relates directly to the operations and financial reporting of the Fund. Alternatively, the Audit Committee also may delegate

pre-approval

to one of its members subject to subsequent reporting to the Audit Committee. All of the audit and

non-audit

services described above for which Deloitte billed a Fund fees for the fiscal years specified above were

pre-approved

by the Funds’ Audit Committees, as required.

The aggregate

non-audit

fees billed by Deloitte for services rendered to AFT and the Adviser or its Affiliates that provide ongoing services to AFT for the fiscal years ended December 31, 2021 and 2022 were $13,675 and $34,000, respectively.

The aggregate

non-audit

fees billed by Deloitte for services rendered to AIF and the Adviser or its Affiliates that provide ongoing services to AIF for the fiscal years ended December 31, 2021 and 2022 were $13,675 and $34,000, respectively.

The Audit Committees of the Funds have considered whether the provision of

non-audit

services that were rendered to the Adviser or its Affiliates that provide ongoing services to the Funds that were not

pre-approved

pursuant to paragraph (c)(7)(ii) of Rule

2-01

of Regulation

S-X

is compatible with maintaining Deloitte’s independence.

Required Vote

A majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present in person or by proxy is required to ratify the appointment of the independent registered public accounting firm for each Fund. In person attendance constitutes attendance at the virtual Meeting via live webcast.

If the appointment of Deloitte is not ratified, the Audit Committee may, in its discretion, reconsider its appointment of Deloitte. Even if the appointment of Deloitte is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Fund.

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SUBMISSION OF SHAREHOLDER PROPOSALS

All proposals by shareholders of a Fund that are intended to be presented at the Funds’ next Annual Meeting of Shareholders to be held in 2024 must be received by the Fund for consideration for inclusion in the Funds’ proxy statement relating to the meeting no later than December 22, 2023 and must satisfy the requirements of federal securities laws.

The Bylaws of each Fund currently require shareholders wishing to nominate Directors or propose other business to be brought before the Funds’ 2024 Annual Meeting to provide timely notice of the proposal in writing to the Secretary of the Fund and, in the case of such other business, such other business must otherwise be a proper matter for action by the Fund’s shareholders. To be considered timely, any such notice must be delivered to the principal executive office of the Apollo Senior Floating Rate Fund Inc. or the Apollo Tactical Income Fund Inc. at 9 West 57th Street, New York, NY 10019 not earlier than November 20, 2023, nor later than 5:00 p.m., E.T., on December 22, 2023. Any such notice by a shareholder must set forth all information required by the relevant Fund’s Bylaws with respect to each nominee or other matter the shareholder proposes to bring before the annual meeting.

ADDITIONAL INFORMATION

Other Board-Related Matters

Shareholders who wish to send communications to the relevant Fund’s Board should send them to the Secretary of the Apollo Senior Floating Rate Fund Inc. or the Apollo Tactical Income Fund Inc., as applicable, at 9 West 57th Street, New York, NY 10019. All such communications will be directed to the relevant Board’s attention.

The Funds do not have a formal policy regarding Director attendance at the annual meeting of shareholders. Each Director attended each Fund’s 2022 Annual Meeting of Shareholders.

Investment Adviser and Administrator

Apollo Credit Management, LLC serves as the investment adviser to each Fund. The principal executive office of the Adviser is 9 West 57th Street, New York, NY 10019. Each Fund and the Adviser have entered into an Administrative Services and Expense Reimbursement Agreement pursuant to which the Adviser provides certain administrative and other services to the Fund at cost.

U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, WI 53202, serves as administrator to the Funds.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, and Section 30(h) of the 1940 Act, in combination, require each Fund’s Directors, officers and persons who own more than 10% of the respective Fund’s Common Stock, as well as Apollo Credit Management, LLC and certain of its affiliated persons, to file reports of ownership and changes in ownership with the SEC. Based solely on its review of the copies of such reports received by it, or written representations from certain reporting persons, each Fund believes that during the respective Fund’s fiscal year ended December 31, 2022, all such filing requirements were met with respect to the applicable Fund, with the exception of, for AIF, Mr. Barry Cohen had one late Form 4 filing due to technical difficulties with submission.

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Broker

Non-Vote

and Abstentions

For the purposes of Proposal 1, Shares represented by properly executed proxies with respect to which a vote is withheld, or for which a broker does not vote, will be treated as Shares that are present and entitled to vote for purposes of determining a quorum, but will not constitute a vote “FOR” a proposal and will have the effect of a vote against the election of the nominees named in Proposal 1 in this Joint Proxy Statement.

For the purposes of Proposal 2, Shares represented by properly executed proxies with respect to which a vote is withheld, or for which a broker does not vote, will be treated as Shares that are present and entitled to vote for purposes of determining a quorum, but will not be considered votes cast and will have no effect on the outcome of Proposal No. 2.

OTHER MATTERS TO COME BEFORE THE MEETING

The Funds do not intend to present any other business at the Meetings, nor is either Fund aware that any shareholder is entitled to do so. If, however, any other matters are properly brought before the Meeting(s), the persons named in the accompanying form of proxy(ies) will vote thereon in accordance with their discretion.

VOTING RESULTS

Each Fund will advise its shareholders of the voting results of the matters voted upon at the Meetings in the next Semi-Annual Report to Shareholders.

NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES

Please advise the relevant Fund whether other persons are the beneficial owners of Shares for which proxies are being solicited from you, and, if so, the number of copies of the Joint Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Shares.

DELIVERY OF PROXY MATERIALS

Please note that only one annual or semi-annual report or Joint Proxy Statement or Notice of Internet Availability of Proxy Materials may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Joint Proxy Statement or Notice of Internet Availability of Proxy Materials, or for instructions on how to request a separate copy of these documents or for instructions on how to request a single copy if multiple copies of these documents are received, shareholders should contact the Funds at

1-877-864-4834

or write to Apollo Senior Floating Rate Fund Inc. or Apollo Tactical Income Fund Inc. at 9 West 57th Street, New York, NY 10019.

IT IS IMPORTANT THAT YOUR PROXY CARD(S) BE COMPLETED PROMPTLY. EVEN IF YOU EXPECT TO VIRTUALLY ATTEND THE ANNUAL MEETINGS, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE PROXY CARD(S) AS SOON AS POSSIBLE.

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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.com/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: V04214-P89361 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY APOLLO SENIOR FLOATING RATE 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 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

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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. V04215-P89361 Apollo Senior Floating Rate 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 Senior Floating Rate 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

Apollo Senior Floating Rate Fund (XAFTX) DEF 14ADefinitive proxy

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