SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 4)

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

03762U105

(CUSIP Number)

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 14, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1	Name of Reporting Person I.R.S. Identification of Above PersonAthene Annuity & Life Assurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power3,000,000 shares of common stock
			9	Sole Dispositive Power
			10	Shared Dispositive Power3,000,000 shares of common stock
	11	Aggregate Amount Beneficially Owned by Each Reporting Person3,000,000 shares of common stock
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x
	13	Percent of Class Represented by Amount in Row (11)14.6%
	14	Type of Reporting PersonIC
CUSIP No.   0376U105						13D

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	1	Name of Reporting Person I.R.S. Identification of Above Person Athene Asset Management LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power3,000,000 shares of common stock
			9	Sole Dispositive Power
			10	Shared Dispositive Power3,000,000 shares of common stock
	11	Aggregate Amount Beneficially Owned by Each Reporting Person3,000,000 shares of common stock
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x
	13	Percent of Class Represented by Amount in Row (11)14.6%
	14	Type of Reporting PersonOO
CUSIP No.   0376U105						13D

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	1	Name of Reporting Person I.R.S. Identification of Above PersonApollo Life Asset Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power3,000,000 shares of common stock
			9	Sole Dispositive Power
			10	Shared Dispositive Power3,000,000 shares of common stock
	11	Aggregate Amount Beneficially Owned by Each Reporting Person3,000,000 shares of common stock
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x
	13	Percent of Class Represented by Amount in Row (11)14.6%
	14	Type of Reporting PersonCO
CUSIP No.   0376U105						13D

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	1	Name of Reporting Person I.R.S. Identification of Above PersonApollo Capital Management, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power3,000,000 shares of common stock
			9	Sole Dispositive Power
			10	Shared Dispositive Power3,000,000 shares of common stock
	11	Aggregate Amount Beneficially Owned by Each Reporting Person3,000,000 shares of common stock
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x
	13	Percent of Class Represented by Amount in Row (11)14.6%
	14	Type of Reporting PersonPN
CUSIP No.   0376U105						13D

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	1	Name of Reporting Person I.R.S. Identification of Above PersonApollo Capital Management GP, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power3,000,000 shares of common stock
			9	Sole Dispositive Power
			10	Shared Dispositive Power3,000,000 shares of common stock
	11	Aggregate Amount Beneficially Owned by Each Reporting Person3,000,000 shares of common stock
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x
	13	Percent of Class Represented by Amount in Row (11)14.6%
	14	Type of Reporting PersonOO
CUSIP No.   0376U105						13D

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	1	Name of Reporting Person I.R.S. Identification of Above PersonApollo Management Holdings, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power3,101,366 shares of common stock
			9	Sole Dispositive Power
			10	Shared Dispositive Power3,101,366 shares of common stock
	11	Aggregate Amount Beneficially Owned by Each Reporting Person3,101,366 shares of common stock
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o
	13	Percent of Class Represented by Amount in Row (11)15.1%
	14	Type of Reporting PersonPN
CUSIP No.   0376U105						13D

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	1	Name of Reporting Person I.R.S. Identification of Above PersonApollo Management Holdings GP, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power3,101,366  shares of common stock
			9	Sole Dispositive Power
			10	Shared Dispositive Power3,101,366  shares of common stock
	11	Aggregate Amount Beneficially Owned by Each Reporting Person3,101,366  shares of common stock
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o
	13	Percent of Class Represented by Amount in Row (11) 15.1%
	14	Type of Reporting PersonOO
CUSIP No.   0376U105						13D

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	1	Name of Reporting Person I.R.S. Identification of Above PersonAthene Holding Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power3,000,000 shares of common stock
			9	Sole Dispositive Power
			10	Shared Dispositive Power3,000,000 shares of common stock
	11	Aggregate Amount Beneficially Owned by Each Reporting Person3,000,000 shares of common stock
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x
	13	Percent of Class Represented by Amount in Row (11)14.6%
	14	Type of Reporting Person CO
CUSIP No.   0376U105						13D

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	1	Name of Reporting Person I.R.S. Identification of Above PersonAthene Group Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power
			8	Shared Voting Power3,000,000 shares of common stock
			9	Sole Dispositive Power
			10	Shared Dispositive Power3,000,000 shares of common stock
	11	Aggregate Amount Beneficially Owned by Each Reporting Person3,000,000 shares of common stock
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x
	13	Percent of Class Represented by Amount in Row (11)14.6%
	14	Type of Reporting PersonCO
CUSIP No.   0376U105						13D

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This Amendment No. 4 to Schedule 13D is filed by (i) Athene Annuity & Life Assurance Company, a Delaware stock life insurance company (formerly known as Liberty Life Insurance Company, “Athene Annuity”), (ii) Athene Asset Management LLC, a Delaware limited liability company (“AAM”), (iii) Apollo Life Asset Ltd., an exempted company incorporated in the Cayman Islands (“Apollo Life”), (iv) Apollo Capital Management, L.P., a Delaware limited partnership (“Capital Management”), (v) Apollo Capital Management GP, LLC, a Delaware limited liability company (“Capital Management GP”), (vi) Apollo Management Holdings, L.P., a Delaware limited partnership (“Management Holdings”), (vii) Apollo Management Holdings GP, LLC, a Delaware limited liability company (“Management Holdings GP”), (viii) Athene Holding Ltd., an exempted company incorporated in the Island of Bermuda (“Athene Holding”), and (ix) Athene Group Ltd., an exempted company incorporated in the Cayman Islands (“Athene Group”), and supplements and amends the Statement on Schedule 13D filed on August 8, 2011, Amendment No. 1 to Schedule 13D filed on October 27, 2011, Amendment No. 2 to Schedule 13D filed on December 9, 2011 and Amendment No. 3 to Schedule 13D filed on January 3, 2012, with respect to the common stock, par value $0.01 (the “Common Stock”) of Apollo Commercial Real Estate Finance, Inc. (the “Issuer”).  Athene Annuity, AAM, Apollo Life, Capital Management, Capital Management GP, Management Holdings, Management Holdings GP, Athene Holding and Athene Group are referred to herein collectively as the “Reporting Persons”.

Unless otherwise indicated, each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13D filed on August 8, 2011, as amended. Responses to each item of this Amendment No. 4 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 1.Security and Issuer

Item 2.Identity and Background

Item 3.Source and Amount of Funds or Other Consideration

Item 4.Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

As market conditions permit, Athene Annuity intends to sell up to all of its shares of the Issuer’s Common Stock.  Athene Annuity may effect such sales under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an effective registration statement under the Securities Act of 1933, as amended, and/or pursuant to a plan for the sale of shares of the Issuer’s Common Stock that complies with the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.  Athene Annuity has entered into a Sales Plan with JP Morgan Securities LLC (“JP Morgan”) as of June 14, 2012 in substantially the form attached hereto as Exhibit 1.  Under the terms of the plan, JP Morgan is to sell up to the maximum number of shares that Athene Annuity may sell pursuant to Rule 144 under the Securities Act in the 90 days following the initial sale made under the plan.  The plan will not become effective and no shares may be sold under the plan until the first trading day to occur on or after fourteen days after the plan has been signed by the parties.  The plan will terminate on the earlier of the date that the total shares to be sold under the plan have been sold, the date that is one year after the date the plan was signed, or the date that Athene Annuity or the Issuer terminates the plan by giving written notice to JP Morgan.  From time to time, Athene Annuity may terminate the existing plan and enter into other Sales Plans with JP Morgan or other broker/dealers in substantially the form attached hereto as Exhibit 1.

The summary of the Sales Plan as described in this Item 4 is qualified in its entirety by reference to the form of the Sales Plan, which is attached hereto as Exhibit 1 and is incorporated by reference herein.

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Item 5.Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented as follows:

Athene Annuity holds 3,000,000 shares of the Issuer’s Common Stock, which represents approximately 14.6% of the outstanding Common Stock of the Issuer.  The shares of Common Stock reported as beneficially owned by Athene Holding, Athene Group, AAM, Capital Management, and Capital Management GP include the shares of Common Stock held of record by Athene Annuity.  The 3,101,366 shares of Common Stock reported as beneficially owned by Management Holdings and Management Holdings GP include the shares held of record by Athene Annuity, and also include 101,366 shares held of record by ACREFI Management, LLC, the manager of the Issuer.  Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock of the Issuer reported as beneficially owned by any of the other Reporting Persons, and the filing of this Amendment No. 4 to Schedule 13D shall not be construed as an admission that any such entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The shares of Common Stock reported as beneficially owned in this Amendment No. 4 to Schedule 13D do not include 460,000 shares of Common Stock owned of record by Apollo Principal Holdings I, L.P. and beneficially owned by its general partner, Apollo Principal Holdings I GP, LLC.  The Reporting Persons are not part of a group with ACREFI Management, LLC, Apollo Global Real Estate Management, L.P., Apollo Global Real Estate Management GP, LLC, Apollo Principal Holdings I, L.P. or Apollo Principal Holdings I GP, LLC, and each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock of the Issuer reported as beneficially owned by any of ACREFI Management, LLC, Apollo Global Real Estate Management, L.P., Apollo Global Real Estate Management GP, LLC, Apollo Principal Holdings I, L.P. or Apollo Principal Holdings I GP, LLC, and the filing of this Amendment No. 4 to Schedule 13D shall not be construed as an admission that any such entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(a)   See the information contained on the cover pages to this Amendment No. 4 to Schedule 13D which is incorporated herein by reference.  The percentage of the class beneficially owned by each Reporting Person is determined based on 20,570,616 shares of Common Stock outstanding as of May 1, 2012, as reported by the Issuer in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012 (File No. 001-34452).

(b)   See the information contained on the cover pages to this Amendment No. 4 to Schedule 13D which is incorporated herein by reference.

(c)   There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons, except as described in this Amendment No. 4 to Schedule 13D.

(d)   Not applicable.

(e)   Not applicable.

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Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.Material to Be Filed as Exhibits

Exhibit 1:Form of Sales Plan between Athene Annuity & Life Assurance Company and J. P. Morgan Securities LLC

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SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Dated: June 19, 2012
	ATHENE ANNUITY & LIFE ASSURANCE COMPANY
	By:		/s/ John Golden
	Name:		John Golden
	Title:		Secretary
	ATHENE ASSET MANAGEMENT LLC
	By:		/s/ John Golden
	Name:		John Golden
	Title:		Senior Vice President
	APOLLO LIFE ASSET LTD.
	By:	/s/ Cindy Michel
	Name:	Cindy Michel
	Title:	Vice President
	APOLLO CAPITAL MANAGEMENT, L.P.
	By:		Apollo Capital Management GP, LLC
			its general partner
		By:		/s/ Cindy Michel
		Name:  Cindy Michel
		Title:  Vice President
	APOLLO CAPITAL MANAGEMENT GP, LLC
	By:		/s/ Cindy Michel
	Name:		Cindy Michel
	Title:		Vice President

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APOLLO MANAGEMENT HOLDINGS, L.P.
By:		Apollo Management Holdings GP, LLC
		its general partner
		By:	/s/ Cindy Michel
		Name:  Cindy Michel
		Title:  Vice President
APOLLO MANAGEMENT HOLDINGS GP, LLC
By:	/s/ Cindy Michel
Name:	Cindy Michel
Title:	Vice President
ATHENE HOLDING LTD.
By:		/s/ Zachary Jones
Name:		Zachary Jones
Title:		Chief Accounting Officer
ATHENE GROUP LTD.
By:		/s/ Brian F. Bresnahan
Name:		Brian F. Bresnahan
Title:		Director

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EX-1

Exhibit 1

Sales Plan

Sales Plan, dated            , 2012 (the “Sales Plan”), between Athene Annuity & Life Assurance Company (“Seller”) and J. P. Morgan Securities LLC (“JPMS”).

WHEREAS, the Seller desires to establish this Sales Plan to sell shares of common stock (the “Stock”) of Apollo Commercial Real Estate Finance, Inc. (the “Issuer”); and

WHEREAS, the Seller desires to engage JPMS to effect sales of shares of Stock in accordance with the Sales Plan;

NOW, THEREFORE, the Seller and JPMS hereby agree as follows:

1.(a) JPMS shall effect a sale (a “Sale”) of up to the maximum number of shares of Stock Seller may sell pursuant to Rule 144 under the Securities Act of 1933 (the “Securities Act”) in the 90-day period following the initial sale under this Sales Plan (“Total Plan Shares”) at not less than $         per share.

(b) JPMS shall execute the trades in such a way as to minimize the negative price impact on the market and to maximize the prices obtained for the shares sold.  JPMS may use its discretion in how to work the order to achieve the best execution above the minimum price per share, but at no time will Seller communicate to JPMS any instructions on how to execute the order.

2.(a) Seller has delivered the Stock to JPMS.

(b) To the extent that any Stock remains in Seller’s JPMS brokerage account upon termination of this Sales Plan, JPMS agrees to return such Stock promptly to the Seller or if applicable to the Issuer’s transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of Seller before such Stock is returned to the Seller.

3.  This Sales Plan shall become effective on the first trading day to occur on or after 14 days following execution of this Sales Plan (the “Effective Date”) and shall terminate on the earlier of one year from the Effective Date; the date on which the Total Plan Shares have been sold; or the date this Sales Plan is terminated pursuant to Paragraph 17(b).

4. Seller understands that JPMS may not be able to effect a Sale due to a market disruption or a legal, regulatory or contractual restriction applicable to JPMS, an insufficient number of shares of Stock being in the account or a pending sale under this Sales Plan causing Seller to exceed the volume limitations of Rule 144 under the Securities Act.  If any Sale cannot be executed as required by paragraph 1, due to a market disruption, a legal, regulatory or contractual restriction applicable to JPMS or any other event, JPMS shall effect such Sale as promptly as practicable after the cessation or termination of such market disruption, applicable restriction or other event prior to the date this Sales Plan is terminated.

5. Seller represents and warrants that: (a) Seller is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and (b) Seller is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Securities Exchange Act of 1934 (“Exchange Act”) or other applicable securities laws.

6. It is the intent of the parties that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).

7.(a) JPMS agrees to conduct all Sales in accordance with the manner of sale requirement of Rule 144 under the Securities Act, and in no event shall JPMS effect any Sale if such Sale would exceed the then applicable volume limitation under Rule 144, assuming that JPMS Sales under this Sales Plan and those notified to JPMS pursuant to Paragraph 8 are the only sales subject to that limitation.  JPMS will be responsible for completing and filing on behalf of the Seller the required Forms 144 on or before the effective date of this Sales Plan.

(b) Each such Form 144 shall state in the “Remarks” section that the sales thereunder are being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c), shall include the date Seller adopted this Sales Plan and shall indicate that the representation regarding Seller’s knowledge of material information speaks as of the adoption date of this Sales Plan.

8. Seller agrees not to take, and agrees to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the Sales not to comply with Rule 144.  In the event that Seller wishes to enter into another selling program, individual transactions under Rule 144 or any other transactions subject to the aggregation rules set out above, Seller will provide JPMS with written notice no less than five (5) business days prior to such a transaction or entering into an agreement for such and Seller will provide notice of any such transactions during the three months preceding the date hereof.

9. At the time of Seller’s execution of this Sales Plan, Seller has not entered into or altered a corresponding or hedging transaction with respect to the Stock.  Seller agrees not to enter into any such transaction while this Sales Plan remains in effect.

10. Seller agrees to make all filings, if any, required under and monitor Seller’s own compliance with Sections 13(d) and 16 of the Exchange Act.

11. This Sales Plan shall be governed by and construed in accordance with the laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto.

12. This Sales Plan shall be subject to all terms and conditions governing Seller’s JPMS brokerage account, including the Cash Account Agreement.

13. The Stock has been deposited into Seller’s JPMS brokerage account.  JPMS will withdraw Stock from the account in order to effect sales of Stock under the Sales Plan.  JPMS agrees to notify Seller promptly if at any time while this Sales Plan is in effect, the number of shares of Stock in the account is less than the total number of shares pending sale under the Sales Plan.  Upon such notification, Seller agrees promptly to deposit into the account the number of shares of Stock necessary to eliminate this deficiency.  Seller further agrees not to remove or transfer shares out of the account.

14. Seller represents and warrants that Seller currently is able to sell shares of Stock in accordance with the Issuer’s insider trading policies and Seller has obtained the approval of the Issuer’s counsel to enter into this Sales Plan.

15. The Total Plan Shares, the shares to be sold on a particular day and the limit prices, if applicable, shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the term of this Sales Plan.

16.  JPMS will deduct its reasonable and customary commissions from the proceeds of sales of Stock under this Sales Plan, together with any of the expenses, incurred by JPMS in connection with such sales.

17.(a) Seller acknowledges and agrees that it does not have authority, influence or control over any sales of Stock effected by JPMS pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales.  JPMS agrees not to seek advice from Seller with respect to the manner in which it effects sales under this Sales Plan.

(b) Notwithstanding anything to the contrary herein, Seller and/or Issuer may notify JPMS to terminate sales under this Sales Plan by providing notice substantially in the form of Appendix A hereto.

18. Except as provided in Paragraph 7, Seller acknowledges and agrees that JPMS has no duty to determine whether Seller has violated Rules 144 or 145 under the Securities Act, or Sections 13(d), 13(g) or 16 of the Exchange Act or the rules adopted by the SEC thereunder.

19. JPMS will notify Seller daily of all transactions pursuant to customary trade confirmations, with a copy of such confirmation provided to Seller’s counsel by email or facsimile as follows:

20.Seller agrees to indemnify and hold harmless JPMS and its affiliates and their officers, directors employees and representatives against any loss, claim, damage or liability, including legal fees and expenses, arising out of any action or proceeding relating to this Sales Plan or any Sale, except to the extent that any such loss, claim, damage or liability is determined in a non-appealable determination of a court of competent jurisdiction to be solely the result of the indemnified person’s willful misconduct or gross negligence.

IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above.

Athene Annuity & Life Assurance Company
By:
Name:		Date
Title:
J. P. Morgan Securities LLC.
By:
Name:		Date
Title:
Acknowledged:
Apollo Commercial Real Estate Finance, Inc.
By:	ACREFI Management, LLC
	Its Investment Manager
By:
Name:		Date
Title:

Appendix A

Request for Early Termination of Sales Plan

To: J. P. Morgan Securities LLC.

I, the Seller, represent and warrant that, as of [date], I am requesting termination of the Sales Plan dated                               , 2012 in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws.

IN WITNESS WHEREOF, the undersigned have signed this Request for Early Termination of Plan as of the date specified below.

Athene Annuity & Life Assurance Company
By:
Name:		Date
Title:
J. P. Morgan Securities LLC.
By:
Name:		Date
Title:
Acknowledged:
Apollo Commercial Real Estate Finance, Inc.
By:	ACREFI Management, LLC
	Its Investment Manager
By:
Name:		Date
Title: