Edgar Filing: APOLLO INVESTMENT CORP

Note 7. Foreign Currency Transactions and Translations

At March 31, 2008, the Company had outstanding non-US borrowings on its $1,700,000 multicurrency revolving credit facility denominated in euros, pounds sterling, and Canadian dollars. Unrealized appreciation or depreciation on these outstanding borrowings is indicated in the table below:

Foreign Currency	Local Currency		Original Borrowing Cost		Current Value		Reset Date	Unrealized Appreciation (Depreciation)
British Pound	£	35,700	$	72,891	$	70,954	4/07/2008	$	1,937
British Pound	£	2,000		3,928		3,975	4/16/2008		(47	)
Euro	€	1,000		1,463		1,584	4/18/2008		(121	)
Euro	€	112,000		150,802		177,469	4/28/2008		(26,667	)
Canadian Dollar	C$	17,000		16,096		16,568	5/13/2008		(472	)
British Pound	£	2,500		4,957		4,969	5/13/2008		(12	)
Canadian Dollar	C$	29,700		25,161		28,946	5/20/2008		(3,785	)
Euro	€	42,500		56,599		67,343	5/21/2008		(10,744	)
Euro	€	2,000		2,961		3,169	5/28/2008		(208	)
Canadian Dollar	C$	22,500		19,189		21,929	6/05/2008		(2,740	)
Euro	€	3,000		4,037		4,754	6/10/2008		(717	)
Euro	€	3,500		5,025		5,546	6/18/2008		(521	)
British Pound	£	6,750		13,266		13,416	6/30/2008		(150	)
			$	376,375	$	420,622		$	(44,247	)

At March 31, 2007, the Company had outstanding non-US borrowings on its $1,700,000 multicurrency revolving credit facility denominated in euros, pounds sterling, and Canadian dollars. Unrealized appreciation or depreciation on these outstanding borrowings is indicated in the table below:

Foreign Currency	Local Currency		Original Borrowing Cost		Current Value		Reset Date	Unrealized Appreciation (Depreciation)
Euro	€	1,000	$	1,330	$	1,331	4/23/2007	$	(1	)
Canadian Dollar	C$	29,700		25,161		25,744	5/16/2007		(583	)
Euro	€	58,050		74,664		77,273	5/21/2007		(2,609	)
Euro	€	42,500		56,599		56,574	5/21/2007		25
Euro	€	45,525		55,071		60,601	5/22/2007		(5,530	)
Euro	€	25,061		30,246		33,360	5/29/2007		(3,114	)
Canadian Dollar	C$	23,000		19,684		19,937	5/29/2007		(253	)
Canadian Dollar	C$	22,500		19,189		19,503	6/20/2007		(314	)
British Pound	£	6,750		13,265		13,239	6/23/2007		26
			$	295,209	$	307,562		$	(12,353	)

Note 8. Expense Offset Arrangement

The Company benefits from an expense offset arrangement with JPMorgan Chase Bank, N.A. ("custodian bank") whereby the Company earns credits on any uninvested US dollar cash balances held by the custodian bank. These credits are applied by the custodian bank as a reduction of the monthly custody fees charged to the Company. The total amount of credits earned during the years ended March 31, 2008, 2007, and 2006 are $273, $128, and $50, respectively.

F-25

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (continued)

(in thousands except share and per share amounts)

Note 9. Cash Equivalents

Pending investment in longer-term portfolio holdings, Apollo Investment makes temporary investments in U.S. Treasury bills (of varying maturities) and repurchase agreements as outlined in our prospectus. These temporary investments are deemed cash equivalents by us and are included in our Schedule of Investments. At the end of each fiscal quarter, Apollo Investment typically takes proactive steps with the objective of enhancing flexibility in the next quarter. From time to time, Apollo Investment purchases U.S. Treasury bills and closes out its position on a net cash basis subsequent to quarter end. Apollo Investment may also utilize repurchase agreements or other balance sheet transactions as it deems appropriate for this purpose. The amounts of these transactions are excluded from total assets for purposes of computing the asset base upon which the management fee is determined and do not increase the amount of funds available to make investments. U.S. Treasury bills with maturities of greater than 60 days from the time of purchase are marked-to-market as per our valuation policy.

Note 10. Repurchase Agreements

The Company enters into repurchase agreements as part of its investment program. The Company's custodian takes possession of collateral pledged by the counterparty. The collateral is marked-to-market daily to ensure that the value, plus accrued interest, is at least equal to the repurchase price. In the event of default of the obligor to repurchase, the Company has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Under certain circumstances, in the event of default or bankruptcy by the counterparty to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings. There were no repurchase agreements outstanding at March 31, 2008 or March 31, 2007.

Note 11. Financial Highlights

The following is a schedule of financial highlights for the years ended March 31, 2008, 2007, 2006 and the period April 8, 2004 (commencement of operations) through March 31, 2005:

	Fiscal Year Ended March 31,									April 8, 2004* through
	2008			2007			2006			March 31, 2005
Per Share Data:
Net asset value, beginning of period	$	17.87		$	15.15		$	14.27		$	14.06
Net investment income		1.82			1.49			1.41			0.41
Net realized and unrealized gain (loss)		(1.90	)		2.11			0.49			0.31
Net increase (decrease) in net assets resulting from operations		(0.08	)		3.60			1.90			0.72
Dividends to stockholders(1)		(2.06	)		(1.96	)		(1.62	)		(0.48	)
Effect of anti-dilution		0.10			1.09			0.61			—
Offering costs		—			(0.01	)		(0.01	)		(0.03	)
Net asset value at end of period	$	15.83		$	17.87		$	15.15		$	14.27
Per share market value at end of period	$	15.83		$	21.40		$	17.81		$	16.78
Total return(2)		(17.50	%)		31.70	%		12.94	%		15.32	%
Shares outstanding at end of period		119,893,835			103,507,766			81,191,954			62,554,976

Ratio/Supplemental Data:
Net assets at end of period (in millions)	$	1,897.9		$	1,849.7		$	1,229.9		$	892.9
Ratio of net investment income to average net assets		9.85	%		9.09	%		9.89	%		2.96	%(3)
Ratio of operating expenses to average net assets**		4.92	%		7.73	%		5.64	%		2.60	%(3)
Ratio of credit facility related expenses to average net assets		2.73	%		2.49	%		1.44	%		—
Ratio of total expenses to average net assets**		7.65	%		10.22	%		7.08	%		2.60	%(3)

F-26

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (continued)

(in thousands except share and per share amounts)

Average debt outstanding	$	882,775		$	580,209		$	325,639	***	$	0
Average debt per share	$	7.88		$	6.76		$	5.10	***	$	0
Portfolio turnover ratio		24.2	%		43.8	%		39.2	%		14.7	%

_______________________

(1)	Dividends and distributions are determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under accounting principles generally accepted in the United States of America.

(2)	Total return is based on the change in market price per share during the respective periods. Total return also takes into account dividends and distributions, if any, reinvested in accordance with the Company's dividend reinvestment plan. Total return is not annualized.

(3)	Annualized for the period April 8, 2004 through March 31, 2005.

*	Commencement of operations

The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is 4.91% and 7.64%, respectively, at March 31, 2008, inclusive of the expense offset arrangement (see Note 8). At March 31, 2007, the ratios were 7.72% and 10.21%, respectively. At March 31, 2006, the ratios were 5.63% and 7.07%, respectively. At March 31, 2005, there was no expense offset arrangement.

***

Average debt outstanding and per share is calculated from July 8, 2005 (the date of the Company's first borrowing from its revolving credit facility) through March 31, 2006, and average debt per share is calculated as average debt outstanding divided by the average shares outstanding during the period (in 000's).

Information about our senior securities is shown in the following table as of each year ended March 31 since the Company commenced operations, unless otherwise noted. The "—" indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.

Class and Year	Total Amount Outstanding (1)		Asset Coverage Per Unit(2)		Involuntary Liquidating Preference Per Unit(3)		Average Market Value Per Unit(4)
Revolving Credit Facility
Fiscal 2008	$	1,639,122	$	2,158	$	—		N/A
Fiscal 2007		492,312		4,757		—		N/A
Fiscal 2006		323,852		4,798		—		N/A
Fiscal 2005		0		0		—		N/A

_______________________

(1)	Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by $1 to determine the Asset Coverage Per Unit.

(3)	The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.

(4)	Not applicable, as senior securities are not registered for public trading.

Note 12. Credit Agreement and Borrowings

F-27

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (continued)

(in thousands except share and per share amounts)

portfolio, including cash and cash equivalents. Pricing is set at 100 basis points over LIBOR. The Facility contains affirmative and restrictive covenants, including: (a) periodic financial reporting requirements, (b) maintaining minimum stockholders' equity of the greater of (i) 40% of the total assets of Apollo Investment and its subsidiaries as at the last day of any fiscal quarter and (ii) the sum of (A) $400,000 plus (B) 25% of the net proceeds from the sale of equity interests in Apollo Investment after the closing date of the Facility, (c) maintaining a ratio of total assets, less total liabilities (other than indebtedness) to total indebtedness, in each case of Apollo Investment and its subsidiaries, of not less than 2.0:1.0, (d) maintaining minimum liquidity, (e) limitations on the incurrence of additional indebtedness, (f) limitations on liens, (g) limitations on investments (other than in the ordinary course of Apollo Investment's business), (h) limitations on mergers and disposition of assets (other than in the normal course of Apollo Investment's business activities) and (i) limitations on the creation or existence of agreements that permit liens on properties of Apollo Investment's subsidiaries. In addition to the asset coverage ratio described in clause (c) of the preceding sentence, borrowings under the Facility (and the incurrence of certain other permitted debt) are subject to compliance with a borrowing base that applies different advance rates to different types of assets in Apollo Investment's portfolio. The Facility currently provides for the ability of Apollo Investment to seek additional commitments from lenders in an aggregate amount of up to $300,000. The Facility is used to supplement Apollo Investment's equity capital to make additional portfolio investments and for other general corporate purposes.

The average debt outstanding on the credit facility was $882,775 and $580,209 for the fiscal years ended March 31, 2008 and 2007, respectively. The weighted average annual interest cost for the fiscal year ended March 31, 2008 was 5.96%, exclusive of 0.36% for commitment fees and for other prepaid expenses related to establishing the credit facility. The weighted average annual interest cost for the fiscal year ended March 31, 2007 was 5.48%, exclusive of 0.44% for commitment fees and for other prepaid expenses related to establishing the Facility. This weighted average annual interest cost reflects the average interest cost for all borrowings, including EURIBOR, CAD LIBOR, GBP LIBOR and USD LIBOR. The maximum amount borrowed during the fiscal year ended March 31, 2008 and 2007 was $1,655,805 and $927,758, respectively, at value. The remaining capacity under the facility was $60,878 at March 31, 2008. At March 31, 2008, the Company was in compliance with all financial and operational covenants required by the Facility.

Note 13(a). Income Tax Information and Distributions to Stockholders

The tax character of dividends paid during the fiscal year ended March 31, 2008 was as follows:

Ordinary income	$	130,394
Long-term capital gains		100,495
Total Dividends Paid	$	230,889

As of March 31, 2008, the components of accumulated losses on a tax basis were as follows:

Distributable ordinary income	$	137,112
Other book/tax temporary differences		(18,210	)
Unrealized depreciation		(204,909	)1
Total accumulated losses	$	(86,007	)

_______________________

(1)	The difference between book-basis and tax-basis unrealized depreciation is primarily attributable to the receipt of upfront fees, which are being amortized for US GAAP.

As of March 31, 2008, we had a post-October currency loss deferral of $18,159.

The tax character of dividends paid during the fiscal year ended March 31, 2007 was as follows:

Ordinary income	$	136,637
Long-term capital gains		31,812
Total Dividends Paid	$	168,449

As of March 31, 2007, the components of accumulated earnings on a tax basis were as follows:

F-28

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (continued)

(in thousands except share and per share amounts)

Distributable long-term capital gains	$	100,495
Other book/tax temporary differences		(4,357	)
Unrealized appreciation		80,315	2
Total accumulated gains	$	176,453

_____________________________

(2)	The difference between book-basis and tax-basis unrealized appreciation is primarily attributable to the receipt of upfront fees, which are being amortized for US GAAP.

As of March 31, 2007, we had a post-October currency loss deferral of $4,256.

Note 13(b). Other Tax Information (unaudited)

The percentage of ordinary income distributions paid during the fiscal year ended March 31, 2008 eligible for qualified dividend income treatment is 5.41%. The percentage of ordinary income distributions paid during the fiscal year ended March 31, 2008 eligible for the 70% dividends received deduction for corporate stockholders is 5.41%.

The percentage of ordinary income distributions paid during the fiscal year ended March 31, 2007 eligible for qualified dividend income treatment is 14.6%. The percentage of ordinary income distributions paid during the fiscal year ended March 31, 2007 eligible for the 70% dividends received deduction for corporate stockholders is 14.6%.

Note 14. Selected Quarterly Financial Data (unaudited)

Quarter Ended	Investment Income		Net Investment Income		Net Realized And Unrealized Gain (Loss) on Assets		Net Increase (Decrease) In Net Assets From Operations
	Total	Per Share	Total	Per Share	Total	Per Share	Total	Per Share
March 31, 2008	90,009	0.75	43,725	0.37	(206,102)	(1.73)	(162,377)	(1.36)
December 31, 2007	92,854	0.78	41,500	0.35	(67,107)	(0.56)	(25,607)	(0.21)
September 30, 2007	86,069	0.81	61,623	0.58	(84,799)	(0.80)	(23,176)	(0.22)
June 30, 2007	88,946	0.86	54,758	0.53	122,964	1.19	177,722	1.72
March 31, 2007	75,255	0.76	21,728	0.22	81,039	0.82	102,767	1.04
December 31, 2006	71,071	0.87	38,034	0.46	18,943	0.23	56,977	0.69
September 30, 2006	63,914	0.78	33,812	0.41	47,454	0.58	81,266	1.00
June 30, 2006	55,861	0.69	31,744	0.39	39,412	0.49	71,156	0.88
March 31, 2006	42,453	0.65	22,652	0.35	19,619	0.30	42,271	0.65
December 31, 2005	37,567	0.60	20,554	0.33	12,992	0.20	33,546	0.53
September 30, 2005	35,013	0.56	20,693	0.33	10,316	0.16	31,009	0.49
June 30, 2005	37,793	0.60	25,244	0.41	(11,684)	(0.19)	13,560	0.22

Note 15. Commitments and Contingencies

On February 28, 2007, the Company entered into Senior Secured Term Loan agreements with Gray Wireline Service Inc., resulting in investments of $40,000 in a First Out Term Loan and $70,000 in a Second Out Term Loan. In connection with the transaction, the Company also committed to $27,500 of additional delay draw commitments under the term loans subject to various contingencies and draw down tests. This commitment remained outstanding at March 31, 2008.

The Company has the ability to issue standby letters of credit through its revolving credit facility. As of March 31, 2008 and March 31, 2007, the Company had issued through JPMorgan Chase Bank, N.A. standby letters of credit totaling $14,435 and $0, respectively.

F-29

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (continued)

(in thousands except share and per share amounts)

Note 16. Subsequent Event

On May 16, 2008, the Company closed a follow-on equity offering and issued 22.3 million shares of common stock, receiving approximately $369,589 in net proceeds after deducting underwriting discounts and commissions. The Company expects to use the net proceeds from the offering to repay indebtedness owed under its senior credit facility, to make investments in portfolio companies in accordance with its investment objective and for general corporate purposes.

F-30

The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 497(e)

File No. 333-____

Preliminary Prospectus Supplement

To the Prospectus dated ________, 2008

______ shares

Common stock

$________ per share

Apollo Investment Corporation is an externally managed closed-end, non-diversified management investment company that has elected to be treated as a business development company, or BDC, under the Investment Company Act of 1940 or 1940 Act. Our investment objective is to generate both current income and capital appreciation through debt and equity investments.

We are offering for sale ___________ shares of our common stock. [We have granted the underwriters a 30-day option to purchase up to ____________ additional shares of our common stock at the public offering price, less the underwriting discounts and commissions, to cover over-allotments.]

Our common stock is traded on the Nasdaq Global Select Market under the symbol "AINV". The last reported closing price for our common stock on ____ ____ , 200_ was $______ per share.

This prospectus supplement and the accompanying prospectus contain important information you should know before investing in our securities. Please read it before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission. This information is available free of charge by contacting us at 9 West 57th Street, New York, New York 10019, or by calling us at (212) 515-3450. The Securities and Exchange Commission maintains a website at www.sec.gov where such information is available without charge upon written or oral request. Our Internet website address is www.apolloic.com. Information contained on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus and you should not consider information contained on our website to be part of this prospectus.

Investing in our securities involves a high degree of risk, including the risk of the use of leverage. Before buying any securities, you should read the discussion of the material risks of investing in our securities in "Risk Factors" beginning on page 8 of the accompanying base prospectus and the additional risks noted in "Recent Developments – Additional Risk Factors" beginning on page [S-8] of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission, nor any other regulatory body, has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per share	Total
Public Offering Price	$	$
Sales Load (Underwriting Discounts and Commissions)	$	$
Proceeds to Apollo Investment Corporation (before estimated expenses of $__________ )	$	$

The underwriters expect to deliver the shares to purchasers on or about __________, 200_.

[______________]

Prospectus Supplement dated ___________, 200_

You should rely only on the information contained in this prospectus supplement and the accompanying base prospectus, which we refer to collectively as the "prospectus." We have not, and the underwriters have not, authorized anyone to provide you with additional information, or information different from that contained in this prospectus. If anyone provides you with different or additional information, you should not rely on it. We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement and the accompanying base prospectus is accurate only as of the date of this prospectus supplement or such base prospectus, respectively. Our business, financial condition, results of operations and prospects may have changed since then.

PROSPECTUS SUPPLEMENT

TABLE OF CONTENTS

FEES AND EXPENSES	S-1
BUSINESS	S-3
RECENT DEVELOPMENTS	S-5
USE OF PROCEEDS	S-6
PRICE RANGE OF COMMON STOCK	S-7
SELECTED FINANCIAL DATA	S-9
CAPITALIZATION	S-10
FORWARD-LOOKING STATEMENTS	S-11
INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	S-12
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	S-21
UNDERWRITING	S-22
LEGAL MATTERS	S-25
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	S-25
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	S-54

PROSPECTUS

TABLE OF CONTENTS

Prospectus Summary	1
Fees and Expenses	6
Risk Factors	8
Use of Proceeds	22
Dividends	23
Selected Financial Data	24
Forward-looking Statements	25
Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Price Range of Common Stock	35
Business	36
Management	46
Compensation of Directors and Officers	50
Certain Relationships	60
Control Persons and Principal Stockholders	61
Portfolio Companies	62
Determination of Net Asset Value	70
Dividend Reinvestment Plan	71
Material U.S. Federal Income Tax Considerations	72
Description of Our Capital Stock	78
Description of Our Preferred Stock	85
Description of Our Warrants	86
Description of Our Debt Securities	87
Regulation	101
Custodian, Transfer and Dividend Paying Agent, Registrar and Trustee	105
Brokerage Allocation and Other Practices	105
Plan of Distribution	106
Legal Matters	107
Independent Registered Public Accounting Firm	107
Available Information	107
Index to Financial Statements	F-1

FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in shares of our common stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by "you," "us" or "Apollo Investment," or that "we" will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in Apollo Investment.

Stockholder transaction expenses:
Sales load (as a percentage of offering price)	%(1)
Offering expenses (as a percentage of offering price)	%(2)
Total stockholder transaction expenses (as a percentage of offering price)	%(3)

Estimated annual expenses (as percentage of net assets attributable to common stock)(4):
Management fees	%(5)
Incentive fees payable under investment advisory and management agreement (20% of pre-incentive fee net investment income in excess of hurdle and 20% of net realized capital gains net of gross unrealized capital losses)	%(6)
Other expenses	%(7)
Interest and other credit facility related expenses on borrowed funds	%(8)
Total annual expenses as a percentage of net assets(9)	%(5,6,7,8)

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. These dollar amounts are based upon payment by an investor of a _____% sales load (underwriting discounts and commissions) and the assumption that our annual operating expenses and leverage would remain at the levels set forth in the table above (other than performance-based incentive fees).

	1 year	3 years	5 years	10 years

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return	$	$	$	$

While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Assuming a 5% annual return, the incentive fee under the investment advisory and management agreement would not be earned or payable and is not included in the example. This illustration assumes that we will not realize any capital gains computed net of all realized capital losses and gross unrealized capital depreciation in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the dividend. See "Dividend Reinvestment Plan" in the accompanying prospectus for additional information regarding our dividend reinvestment plan.

This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown.

________________________

(1)	Represents the underwriting discounts and commissions with respect to the shares to be sold by us in this offering.

S-1

(2)	Based on the public offering price of $_____ per share, which was the last reported closing price on __ ___, 200_.

(3)	The expenses of the dividend reinvestment plan per share are included in "Other expenses."

(4)	"Net assets attributable to common stock" equals net assets as of June 30, 2008 plus the anticipated net proceeds from this offering.

(5)

The contractual management fee is calculated at an annual rate of 2.00% of our average total assets. Annual expenses are based on current fiscal year estimates. For more detailed information about our computation of average total assets, please see Notes 3 and 9 of our interim financial statements dated June 30, 2008 included in this prospectus supplement.

(6)

Assumes that annual incentive fees earned by our investment adviser, AIM, remain consistent with the incentive fees accrued by AIM for the current fiscal quarter. AIM earns incentive fees consisting of two parts. The first part, which is payable quarterly in arrears, is based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% quarterly (7% annualized). Our net investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to calculate the 2% base management fee (see footnote 5 above). Accordingly, we pay AIM an incentive fee as follows: (1) no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate; (2) 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter; and (3) 20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter. These calculations are appropriately pro rated for any period of less than three months. You should be aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase of the amount of incentive fees payable to our investment adviser with respect to pre-incentive fee net investment income. The second part of the incentive fee will equal 20% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation (and incorporating unrealized depreciation on a gross investment-by-investment basis) and is payable in arrears at the end of each calendar year. For a more detailed discussion of the calculation of this fee, see "Management—Investment Advisory and Management Agreement" in the accompanying base prospectus.

(7)

Includes our estimated overhead expenses, including payments under the administration agreement based on our estimated allocable portion of overhead and other expenses incurred by Apollo Investment Administration in performing its obligations under the administration agreement. See "Compensation of Directors and Officers—Administration Agreement" in the accompanying base prospectus.

(8)

Our interest and other credit facility expenses are based on current fiscal year estimates. We currently have $1.7 billion available under our credit facility, of which we had $0.97 billion in borrowings outstanding as of June 30, 2008. For more information, see "Risk Factors—Risks relating to our business and structure—We fund a portion of our investments with borrowed money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us." in the accompanying base prospectus and "Interim Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" in this prospectus supplement.

(9)

"Total annual expenses" as a percentage of net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The SEC requires that the "Total annual expenses" percentage be calculated as a percentage of net assets (defined as total assets less indebtedness), rather than the total assets, including assets that have been funded with borrowed monies. If the "Total annual expenses" percentage were calculated instead as a percentage of total assets as of June 30, 2008 plus anticipated net proceeds from this offering, our "Total annual expenses" would be ___% of total assets. For a presentation and calculation of total annual expenses based on total assets, see page [S-17] in this prospectus supplement.

S-2

BUSINESS

This summary highlights some of the information in this prospectus supplement. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under "Risk Factors" in the accompanying prospectus and the other information included in this prospectus supplement and the accompanying prospectus. In this prospectus supplement and the accompanying prospectus, except where the context suggests otherwise, the terms "we," "us," "our," and "Apollo Investment" refer to Apollo Investment Corporation; "AIM" or "investment adviser" refers to Apollo Investment Management, L.P.; "Apollo Administration" or "AIA" refers to Apollo Investment Administration, LLC; and "Apollo" refers to the affiliated companies of Apollo Investment Management, L.P.

Apollo Investment

Apollo Investment Corporation, a Maryland corporation organized on February 2, 2004, is a closed-end, non-diversified management investment company that has elected to be treated as a BDC under the 1940 Act. In addition, for tax purposes we have elected to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended.

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We intend to invest primarily in middle-market companies in the form of mezzanine and senior secured loans, as well as by making equity investments in such companies. From time to time, we may also invest in public companies whose securities are thinly traded.

Our portfolio is comprised primarily of investments in long-term subordinated loans, referred to as mezzanine loans, and senior secured loans of private middle-market companies, and from time to time include equity interests such as common stock, preferred stock, warrants or options. Our targeted investment typically ranges between $20 million and $250 million, although this investment size may vary proportionately as the size of our capital base changes. In this prospectus, we use the term "middle-market" to refer to companies with annual revenues between $50 million and $2 billion. While our primary focus is to generate both current income and capital appreciation through investments in loans and debt securities both senior and subordinated, and private equity, we may invest a portion of the portfolio in opportunistic investments, such as foreign securities.

AIM and its affiliates manage funds that may have investment mandates that are similar, in whole or in part, with ours. AIM and its affiliates may determine that an investment is appropriate both for us and for one or more of those funds. In such event, depending on the availability of such investment and other appropriate factors, AIM may determine that we should invest on a side-by-side basis with one or more funds. We may make all such investments subject to compliance with applicable regulations and interpretations, and our allocation procedures. Certain types of negotiated co-investments may be made only if we receive an order from the SEC permitting us to do so. There can be no assurance that any such order will be obtained.

During the three months ended June 30, 2008, we invested $184.7 million, across 6 new and 8 existing portfolio companies. This compares to investing $738.6 million in 13 new and 5 existing portfolio companies for the three months ended June 30, 2007. Investments sold or prepaid during the three months ended June 30, 2008 totaled $89.1 million versus $346.9 million for the three months ended June 30, 2007.

At June 30, 2008, our net portfolio consisted of 74 portfolio companies and was invested 23% in senior secured loans, 54% in subordinated debt, 7% in preferred equity and 16% in common equity and warrants versus 64 portfolio companies invested 22% in senior secured loans, 56% in subordinated debt, 6% in preferred equity and 16% in common equity and warrants at June 30, 2007.

The weighted average yields on our senior secured loan portfolio, subordinated debt portfolio and total debt portfolio at our current cost basis were 9.7%, 12.9% and 12.0%, respectively, at June 30, 2008. At June 30, 2007, the yields were 13.1%, 11.9%, and 12.8%, respectively.

Since the initial public offering of Apollo Investment Corporation in April 2004 and through June 30, 2008, total invested capital exceeds $5.3 billion in 118 portfolio companies. Over the same period, Apollo Investment has also completed transactions with 81 different financial sponsors.

S-3

Senior secured loans and European mezzanine loans typically accrue interest at variable rates determined on the basis of a benchmark: LIBOR, EURIBOR, GBP LIBOR, or the prime rate, with stated maturities at origination that typically range from 5 to 10 years. While subordinated debt issued within the United States will typically accrue interest at fixed rates, some of these investments may include zero-coupon, PIK and/or step bonds that accrue income on a constant yield to call or maturity basis. At June 30, 2008, 60% or $1.7 billion of our interest-bearing investment portfolio is fixed rate debt and 40% or $1.1 billion is floating rate debt. At June 30, 2007, 66% or $1.6 billion of our interest-bearing investment portfolio was fixed rate debt and 34% or $830.7 million was floating rate debt.

About Apollo

Founded in 1990, Apollo is a leading global alternative asset manager with a proven track record of successful private equity, distressed debt and mezzanine investing. Apollo raises, invests and manages private equity and capital markets funds on behalf of some of the world's most prominent pension and endowment funds as well as other institutional and individual investors.

Apollo's investment approach is value-oriented, focusing on industries in which it has considerable knowledge, and emphasizing downside protection and the preservation of capital. Apollo has successfully applied its investment philosophy in flexible and creative ways over its 18-year history, allowing it to consistently find attractive investment opportunities, deploy capital up and down the balance sheet of industry leading, or "franchise," businesses and create value throughout economic cycles.

About Apollo Investment Management

AIM, our investment adviser, is led by a dedicated and growing team of investment professionals and is further supported by Apollo's team of more than 175 professionals as of March 31, 2008. AIM's investment committee currently consists of John J. Hannan, the Chairman of our board of directors, our Chief Executive Officer and Chairman of AIM's investment committee; James C. Zelter, our President and Chief Operating Officer and a Vice President of the general partner of AIM; Patrick J. Dalton, an Executive Vice President of Apollo Investment and a Vice President of the general partner of AIM; and José Briones, a Vice President of the general partner of AIM. The composition of the investment committee of AIM may change from time to time. AIM draws upon Apollo's 18-year history and benefits from the Apollo investment professionals' significant capital markets, trading and research expertise developed through investments in eight core industry sectors in over 150 companies since inception.

About Apollo Investment Administration

In addition to furnishing us with office facilities, equipment, and clerical, bookkeeping and record keeping services, AIA also oversees our financial records as well as the preparation of our reports to stockholders and reports filed with the SEC. AIA oversees the determination and publication of our net asset value, oversees the preparation and filing of our tax returns, and generally monitors the payment of our expenses and the performance of administrative and professional services rendered to us by others. Furthermore, AIA provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.

Our Corporate Information

Our administrative and principal executive offices are located at 9 West 57th Street, New York, NY 10019. Our common stock is quoted on The Nasdaq Global Select Market under the symbol "AINV." Our Internet website address is www.apolloic.com. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website to be part of this prospectus supplement or the accompanying base prospectus.

S-4

RECENT DEVELOPMENTS

[To be provided.]

S-5

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the _____________ shares of our common stock that we are offering, after deducting estimated expenses of this offering payable by us, will be approximately $_____ million [(or $_____ million, if the over-allotment is exercised in full)] based on a public offering price of $ ___ per share based on the closing price of our common stock on _____, 200_. An increase (or decrease) in the public offering price of $1.00 would increase (or decrease) net proceeds from this offering, after deducting underwriting discounts and commissions, by approximately $ __ million. We may change the size of the offering based on demand or market conditions.). We expect to use the net proceeds from selling shares of our common stock to repay indebtedness owed under our senior credit facility, to make investments in portfolio companies in accordance with our investment objective and for general corporate purposes.

At June 30, 2008, we had approximately $0.97 billion outstanding under our senior credit facility. Our senior credit facility matures on April 13, 2011 and bears interest at an annual rate of LIBOR plus 100 basis points on the outstanding balance. Borrowings under our senior credit facility are used to fund investments in portfolio companies and for general corporate purposes. Amounts repaid under our senior credit facility will remain available for future borrowings.

We anticipate that substantially all of the net proceeds of an offering of securities pursuant to this prospectus will be used for the above purposes within two years, depending on the availability of appropriate investment opportunities consistent with our investment objective and market conditions. Our portfolio currently consists primarily of senior loans, mezzanine and other subordinated debt and equity securities. Pending new investments, we plan to invest a portion of the net proceeds from an offering in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the date of investment, to reduce then-outstanding obligations under our credit facility, or for other general corporate purposes. The management fee payable by us will not be reduced while our assets are invested in such securities. See "Regulation—Temporary Investments" in the accompanying base prospectus for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.

S-6

PRICE RANGE OF COMMON STOCK

Our common stock is quoted on The Nasdaq Global Select Market under the symbol "AINV". The following table lists the high and low closing prices for our common stock, the closing price as a percentage of net asset value, or NAV, and quarterly dividends per share since our initial public offering in April 2004. On _______ _____, 200_, the last reported closing price of our common stock was $____ per share.

	NAV (1)	Closing Price		Premium or Discount of High Closing Price to NAV (2)	Premium or Discount of Low Closing Price to NAV (2)	Declared Dividends
	NAV (1)	High	Low	Premium or Discount of High Closing Price to NAV (2)	Premium or Discount of Low Closing Price to NAV (2)	Declared Dividends
Fiscal Year Ending March 31, 2009
First Fiscal Quarter	15.93	18.59	14.33	117%	90%	$0.52
Second Fiscal Quarter	* —			* —	* —

Fiscal Year Ended March 31, 2008
First Fiscal Quarter	$19.09	$24.13	$21.37	126%	112%	$0.510
Second Fiscal Quarter	$18.44	$22.90	$19.50	124%	106%	$0.520
Third Fiscal Quarter	$17.71	$21.81	$16.32	123%	92%	$0.520
Fourth Fiscal Quarter	$15.83	$16.70	$14.21	105%	90%	$0.520

Fiscal Year Ended March 31, 2007
First Fiscal Quarter	$15.59	$19.39	$17.74	124%	114%	$0.450
Second Fiscal Quarter	$16.14	$20.81	$17.96	129%	111%	$0.470
Third Fiscal Quarter	$16.36	$23.27	$20.56	142%	126%	$0.500
Fourth Fiscal Quarter	$17.87	$24.12	$20.30	135%	114%	$0.510

Fiscal Year Ended March 31, 2006
First Fiscal Quarter	$14.19	$18.75	$15.66	132%	110%	$0.310
Second Fiscal Quarter	$14.29	$20.40	$17.63	143%	123%	$0.430
Third Fiscal Quarter	$14.41	$19.97	$17.92	139%	124%	$0.440
Fourth Fiscal Quarter	$15.15	$19.51	$17.81	129%	118%	$0.450

Fiscal Year Ended March 31, 2005
First Fiscal Quarter (period from April 8,2004(3) to June 30, 2004)	$14.05	$15.25	$12.83	109%	91%	—
Second Fiscal Quarter	$14.10	$14.57	$13.06	103%	93%	$0.045
Third Fiscal Quarter	$14.32	$15.13	$13.43	106%	94%	$0.180
Fourth Fiscal Quarter	$14.27	$17.62	$14.93	123%	105%	$0.260

_____________________

(1)	NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(2)	Calculated as of the respective high or low closing sales price divided by the quarter end NAV.

(3)	Commencement of operations.

*	Net asset value has not yet been calculated for this period.

Our common stock recently has traded at prices both above and below our most recently calculated net asset value. There can be no assurance, however, that our shares will continue to trade above, below or at our net asset value.

S-7

We intend to pay quarterly dividends to our common stockholders. The amount of our quarterly dividend is determined by our Board of Directors. There can be no assurance that we will achieve investment results or maintain a tax status that will permit any particular level of dividend payment. Our senior credit facility limits our ability to declare dividends if we default under certain provisions. For a description of the senior credit facility, see "Interim Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" in this prospectus supplement.

S-8

SELECTED FINANCIAL DATA

The Statement of Operations, Per Share and Balance Sheet data for the period ended March 31, 2008 are derived from our financial statements which have been audited by [ ], our independent registered public accounting firm. Quarterly financial information is derived from unaudited financial data, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results of such interim periods. Interim results at and for the three months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2009. This data should be read in conjunction with our "Interim Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in this prospectus supplement and our financial statements and notes thereto, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and notes thereto included in the accompanying base prospectus.

All amounts in thousands, except per share data

	For the Three Months Ended June 30, 2008			Year Ended March 31, 2008
Per Share Data:
Net asset value, beginning of period	$	15.83		$	17.87
Net investment income		0.35			1.82
Net realized and unrealized gain (loss)		0.20			(1.90	)
Net increase (decrease) in net assets resulting from operations		0.55			(0.08	)
Dividends to stockholders(1)		(0.56	)		(2.06	)
Effect of anti-dilution		0.11			0.10
Offering costs		—			—
Net asset value at end of period	$	15.93		$	15.83
Per share market value at end of period	$	14.33		$	15.83
Total return(2)		(6.37	%)		(17.50	%)
Shares outstanding at end of period		142,221,335			119,893,835
Ratio/Supplemental Data:
Net assets at end of period (in millions)	$	2,264.9		$	1,897.9
Ratio of net investment income to average net assets		2.22	%		9.85	%
Ratio of operating expenses to average net assets*		1.48	%		4.92	%
Ratio of credit facility related expenses to average net assets		0.67	%		2.73	%
Ratio of total expenses to average net assets*		2.15	%		7.65	%
Average debt outstanding	$	1,138,105		$	882,775
Average debt per share	$	8.68		$	7.88
Portfolio turnover ratio		2.7	%		24.2	%

_______________________

(1)	Dividends and distributions are determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under accounting principles generally accepted in the United States of America.

(2)	Total return is based on the change in market price per share during the respective periods. Total return also takes into account dividends and distributions, if any, reinvested in accordance with our dividend reinvestment plan. Total return is not annualized.

*	The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is 1.47% and 2.14%, respectively, at June 30, 2008, inclusive of the expense offset arrangement (see Note 8). At March 31, 2008, the ratios were 4.91% and 7.649% respectively.

S-9

CAPITALIZATION

The following table sets forth our cash and capitalization as of ______________, 2008 (1) on an actual basis and (2) as adjusted to reflect the effects of the sale of ________________ shares of our common stock in this offering at an offering price of $______ per share, which was the last reported closing price of our common stock on __________, 200_. You should read this table together with "Use of Proceeds" and "Interim Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in this prospectus supplement and our financial statements and notes thereto, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and notes thereto included in the accompanying base prospectus. The adjusted information is illustrative only; our capitalization following the completion of this offering is subject to adjustment based on the actual public offering price of our common stock and the actual number of shares of common stock we sell in this offering, both of which will be determined at pricing.

All amounts in thousands, except share data

As of ___________, 200_

	Actual	As Adjusted for ________ 200_ Offering(1)
Cash and cash equivalents	$	$
Total assets	$	$
Borrowings under senior credit facility	$	$
Common stock, par value $0.001 per share; 400,000,000 shares authorized, ________________ shares issued and outstanding, ____________ shares issued and outstanding, as adjusted, respectively	$	$
Capital in excess of par value	$	$
Distributable earnings (2)	$	$
Total stockholders' equity	$	$
Total capitalization	$	$

______________________

(1)	Does not include the underwriters' over-allotment option.

(2)

Includes cumulative net investment income or loss, cumulative amounts of gains and losses realized from investment and foreign currency transactions and net unrealized appreciation or depreciation of investments and foreign currencies, and distributions paid to stockholders other than tax return of capital distributions. Distributable earnings is not intended to represent amounts we may or will distribute to our stockholders.

(3)

As described under "Use of Proceeds," we intend to use a part of the net proceeds from this offering initially to repay a portion of the borrowings outstanding under our senior credit facility. We have not yet determined how much of the net proceeds of this offering will be used for this purpose and, as a result, we have not reflected the consequences of such repayment in this table.

S-10

FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus supplement constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus supplement involve risks and uncertainties, including statements as to:

our future operating results;

our business prospects and the prospects of our portfolio companies;

the impact of investments that we expect to make or have made;

our contractual arrangements and relationships with third parties;

the dependence of our future success on the general economy and its impact on the industries in which we invest;

the ability of our portfolio companies to achieve their objectives;

our expected financings and investments;

the adequacy of our cash resources and working capital; and

the timing of cash flows, if any, from the operations of our portfolio companies.

We generally use words such as "anticipates," "believes," "expects," "intends" and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in "Risk Factors" and elsewhere in this prospectus supplement.

We have based the forward-looking statements included in this prospectus supplement on information available to us on the date of this prospectus supplement, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

S-11

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this prospectus. In addition to historical information, the following discussion and other parts of this prospectus contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under "Risk Factors" and "Forward-Looking Statements" appearing elsewhere in this prospectus.

OVERVIEW

We were incorporated under the Maryland General Corporation Law in February 2004. We have elected to be treated as a BDC under the 1940 Act. As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in "qualifying assets," including securities of private or thinly traded public U.S. companies, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we have elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. Pursuant to this election and assuming we qualify as a RIC, we generally do not have to pay corporate-level federal income taxes on any income we distribute to our stockholders. We commenced operations on April 8, 2004 upon completion of our initial public offering that raised $870 million in net proceeds selling 62 million shares of our common stock at a price of $15.00 per share. Since then, and through June 30, 2008, we have raised approximately $1.4 billion in net proceeds from additional offerings of common stock.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

As a BDC, we must not acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in "eligible portfolio companies." Pursuant to rules adopted over the past few years, the SEC expanded the definition of "eligible portfolio company" to include certain public companies that do not have any securities listed on a national securities exchange and companies who have securities listed on a national securities exchange but whose market capitalization is less than $250 million at the time of investment.

Revenue

We generate revenue primarily in the form of interest and dividend income from the debt and preferred securities we hold and capital gains, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of mezzanine or senior secured loans, generally have a stated term of five to ten years and bear interest at a fixed rate or a floating rate usually determined on the basis of a benchmark: LIBOR, EURIBOR, GBP LIBOR, or the prime rate. While U.S. subordinated debt and corporate notes typically accrue interest at fixed rates, some of these investments may include zero coupon, payment-in-kind ("PIK") and/or step-up bonds that accrue income on a constant yield to call or maturity basis. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments provide for deferred interest payments or PIK. The principal amount of the debt securities and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of dividends paid to us on common equity investments as well as revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.

S-12

Expenses

All investment professionals of AIM and their staff, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of that personnel which is allocable to those services are provided and paid for by AIM. We bear all other costs and expenses of our operations and transactions, including those relating to:

investment advisory and management fees;

expenses incurred by AIM payable to third parties, including agents, consultants or other advisors, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;

calculation of our net asset value (including the cost and expenses of any independent valuation firm);

direct costs and expenses of administration, including auditor and legal costs;

costs of preparing and filing reports or other documents with the SEC;

interest payable on debt, if any, incurred to finance our investments;

offerings of our common stock and other securities;

registration and listing fees;

fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments;

transfer agent and custodial fees;

taxes;

independent directors' fees and expenses;

marketing and distribution-related expenses;

the costs of any reports, proxy statements or other notices to stockholders, including printing and postage costs;

our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

organization and offering; and

all other expenses incurred by us or Apollo Administration in connection with administering our business, such as our allocable portion of overhead under the administration agreement, including rent and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs.

We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms, but decline slightly as a percentage of our total assets in future periods if our assets grow. Incentive fees, interest expense and costs relating to future offerings of securities, among others, would be additive.

The SEC requires that "Total annual expenses" be calculated as a percentage of net assets in the chart on page S-1 rather than as a percentage of total assets. Total assets includes net assets as of June 30, 2008, anticipated net proceeds from this offering and assets that have been funded with borrowed monies (leverage). For reference, the below chart illustrates our "Total annual expenses" as a percentage of total assets:

S-13

Estimated annual expenses (as percentage of total assets):
Management fees	2.00%(1)
Incentive fees payable under investment advisory and management agreement (20% of pre-incentive fee net investment income in excess of hurdle and 20% of net realized capital gains, net of grossunrealized capital losses)	%(2)
Other expenses	%(3)
Interest and other credit facility related expenses on borrowed funds	%(4)
Total annual expenses as a percentage of total assets	%(1,2,3,4)

___________________________

(1)

(2)

(3)

Includes our estimated overhead expenses, including payments under the administration agreement based on our estimated allocable portion of overhead and other expenses incurred by AIA in performing its obligations under the administration agreement. See "Compensation of Directors and Officers—Administration Agreement" in the accompanying base prospectus.

(4)

Our interest and other credit facility expenses are based on current fiscal year estimates. We currently have $1.7 billion available under our credit facility, of which we had $0.97 billion in borrowings outstanding as of June 30, 2008. For more information, see "Risk Factors—We fund a portion of our investments with borrowed money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us." in the accompanying base prospectus and "Interim Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" in this prospectus supplement.

Portfolio and Investment Activity

S-14

Since our initial public offering in April 2004 and through June 30, 2008, total invested capital exceeds $5.3 billion in 118 portfolio companies. Over the same period, we have also completed transactions with 81 different financial sponsors.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our critical accounting policies are further described in the notes to the financial statements.

Valuation of Portfolio Investments

As a BDC, we generally invest in illiquid or thinly traded securities including debt and equity securities of middle market companies. Under procedures established by our Board of Directors, we value investments, including certain subordinated debt, senior secured debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations unless they are deemed not to represent fair value. We obtain market quotations from independent pricing services or use the mean between the bid and ask prices obtained from at least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). From time to time, we may also utilize independent third party valuation firms to determine fair value if and when such market quotations are deemed not to represent fair value. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by or under the direction of our Board of Directors. Such determination of fair values may involve subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process each quarter, as described below:

(1) our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our investment adviser responsible for the portfolio investment;

(2) preliminary valuation conclusions are then documented and discussed with senior management of our investment adviser;

S-15

(3) independent valuation firms engaged by our board of directors conduct independent appraisals and review our investment adviser’s preliminary valuations and make their own independent assessment;

(4) the audit committee of the board of directors reviews the preliminary valuation of our investment adviser and that of the independent valuation firm and responds to the valuation recommendation of the independent valuation firm to reflect any comments; and

(5) the board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of our investment adviser, the respective independent valuation firm and the audit committee.

Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, the principal market and enterprise values, among other factors.

In September, 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. We have adopted this statement on a prospective basis beginning in the quarter ended June 30, 2008. Adoption of this statement did not have a material effect on our financial statements for the quarter ended June 30, 2008.

SFAS No. 157 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

Revenue Recognition

We record interest and dividend income on an accrual basis to the extent that we expect to collect such amounts. For loans and securities with contractual PIK interest or dividends, which represents contractual interest or dividends accrued and added to the loan balance that generally becomes due at maturity, we may not accrue PIK income if the portfolio company valuation indicates that the PIK income is not collectible. We do not accrue as a receivable interest or dividends on loans and securities if we have reason to doubt our ability to collect such income. Loan origination fees, original issue discount, and market discount are capitalized and then we amortize such amounts as interest income. Upon the prepayment of a loan or security, any unamortized loan origination fees are

S-16

recorded as interest income. We record prepayment premiums on loans and securities as interest income when we receive such amounts.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

RESULTS OF OPERATIONS

Results comparisons are for the three months ended June 30, 2008 and June 30, 2007.

Investment Income

For the three months ended June 30, 2008 and June 30, 2007, gross investment income totaled $91.0 million and $88.9 million, respectively. The increase in gross investment income for the three months ended June 30, 2008 was primarily due to the growth of our investment portfolio as compared to the previous period. Origination, closing and/or commitment fees associated with investments in portfolio companies are accreted into interest income over the respective terms of the applicable loans.

Expenses

Net expenses totaled $44.6 million and $34.2 million, respectively, for the three months ended June 30, 2008 and June 30, 2007, of which $11.6 million and $10.8 million, respectively, were performance-based incentive fees and $13.9 million and $7.6 million, respectively, were interest and other credit facility expenses. Net expenses exclusive of performance-based incentive fees and interest and other credit facility expenses for the three months ended June 30, 2008 and June 30, 2007 were $19.2 million and $15.7 million, respectively. Of these expenses, general and administrative expenses totaled $3.1 million and $2.8 million, respectively, for the three months ended June 30, 2008 and 2007. Expenses consist of base investment advisory and management fees, insurance expenses, administrative services fees, professional fees, directors' fees, audit and tax services expenses, and other general and administrative expenses. The increases in net expenses from the three month period ended June 30, 2007 to the three month period ended June 30, 2008 were primarily related to increases in base management fees and other general and administrative expenses from the growth of our investment portfolio as compared to the previous periods.

Net Investment Income

Our net investment income totaled $46.3 million and $54.8 million or $0.35 per share and $0.53 per share, respectively, for the three months ended June 30, 2008 and June 30, 2007, respectively.

Net Realized Gains (Losses)

We had investment sales and prepayments totaling $89.1 million and $346.9 million, respectively, for the three months ended June 30, 2008 and 2007. Net realized losses for the three months ended June 30, 2008 and June 30, 2007 were $29.8 million and $20.7 million, respectively. During the three months ended June 30, 2008, losses were derived primarily from the sale of American Asphalt which realized a loss of $26.0 million, reversing an unrealized loss of $25.4 million as of March 31, 2008.

Net Unrealized Appreciation (Depreciation) on Investments, Cash Equivalents and Foreign Currencies

For the three months ended June 30, 2008 we recognized net unrealized appreciation on its investments, cash equivalents, foreign currencies and other assets and liabilities totaling $55.3 million. For the three months ended June 30, 2007, net unrealized appreciation on our investments, cash equivalents, foreign

S-17

currencies and other assets and liabilities increased $143.7 million. At June 30, 2008, net unrealized depreciation totaled $141.8 million versus net unrealized appreciation of $235.9 million at June 30, 2007.

Net Increase (Decrease) in Net Assets From Operations

For the three months ended June 30, 2008, we had a net increase in net assets resulting from operations of $71.8 million. For the three months ended June 30, 2007 we had a net increase in net assets resulting from operations of $177.7 million. The net increase in net assets from operations per share was $0.55 for the three months ended June 30, 2008. For the three months ended June 30, 2007, the net increase in net assets from operations per share was $1.72.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources are generated and available through periodic follow-on equity offerings, through its senior secured, multi-currency $1.7 billion, five-year, revolving credit facility maturing in April 2011, through investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales and prepayments of senior and subordinated loans and income earned from investments and cash equivalents. At June 30, 2008, the Company has $0.97 billion in borrowings outstanding and $0.73 billion remaining unused. In the future, we may raise additional equity or debt capital off its shelf registration or may securitize a portion of its investments among other considerations. The primary use of funds will be investments in portfolio companies, cash distributions to our stockholders and for other general corporate purposes. On May 16, 2008, we closed on its most recent follow-on public equity offering of 22.3 million shares of common stock at $17.11 per share raising approximately $369.6 million in net proceeds.

	Payments due by Period (dollars in millions)
	Total		Less than 1 year		1-3 years		3-5 years	More than 5 years
Senior Secured Revolving Credit Facility(1)	$	966	$	—	$	966	$ __—	$	—

_____________________

(1)	At June 30, 2008, $734 million remained unused under our senior secured revolving credit facility. Pricing of our credit facility is 100 basis points over LIBOR.

Contractual Obligations

We have entered into two contracts under which we have future commitments: the investment advisory and management agreement, pursuant to which Apollo Investment Management has agreed to serve as our investment adviser, and the administration agreement, pursuant to which Apollo Administration has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance. Payments under the investment advisory and management agreement are equal to (1) a percentage of the value of our gross assets and (2) a two-part incentive fee. Payments under the administration agreement are equal to an amount based upon our allocable portion of Apollo Administration's overhead in performing its obligations under the administration agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs. Either party may terminate each of the investment advisory and management agreement and administration agreement without penalty upon not more than 60 days' written notice to the other. Please see Note 3 within our financial statements for more information.

Off-Balance Sheet Arrangements

We have the ability to issue standby letters of credit through its revolving credit facility. As of June 30, 2008 and June 30, 2007, we had issued through JPMorgan Chase Bank, N.A. standby letters of credit totaling $14.435 thousand and $0, respectively.

S-18

On May 20, 2008, the Company provided a $90 million commitment to Clothesline Holdings, Inc. and Clothesline Acquisition Corporation (entities owned and controlled by Lehman Brothers Merchant Banking Partners IV L.P.) to purchase a tranche of senior subordinated notes to fund a portion of the acquisition by way of merger (the "Acquisition") of Angelica Corporation ("Angelica"). The Acquisition is subject to certain conditions including the required approval of the Acquisition by Angelica's shareholders. Our commitment expires on the earlier of (i) the closing of the Acquisition, (ii) the abandonment or the termination of the Acquisition or (iii) 5:00 p.m. on September 30, 2008.

AIC Credit Opportunities Fund LLC. We own all of the common member interests in AIC Credit Opportunity Fund LLC, ("AIC Holdco") which was formed for the purpose of holding various financed investments. Effective in June 2008, we invested $39.5 thousand in a special purpose entity wholly owned by AIC Holdco, AIC (FDC) Holdings LLC ("Apollo FDC"), which was used to purchase a Junior Profit-Participating Note due 2013 in principal amount of $39.5 thousand (the "Junior Note") from Apollo I Trust (the "Trust"). The Trust also issued a Senior Floating Rate Note due 2013 (the "Senior Note") to an unaffiliated third party ("FDC Counterparty") in principal amount of $39.5 thousand paying interest at Libor plus 1.50%, increasing over time to Libor plus 2.0%. The Trust used the aggregate $79.0 thousand proceeds to acquire $100 thousand face value of a senior subordinated interim loan of First Data Corporation (the " First Data Reference Obligation"). The Junior Note generally entitles Apollo FDC to the net interest and other proceeds due under the FDC Reference Obligation after payment of interest due under the Senior Notes, as described above. In addition, Apollo FDC is entitled to 100% of any realized appreciation in the FDC Reference Obligation and, since the Senior Note is a non-recourse obligation, is exposed up to the amount of equity used by AIC Holdco to fund the purchase of the Junior Note plus any additional margin Apollo FDC decides to post, if any, during the term of the financing.

Through AIC Holdco, effective in June 2008, we also invested $11.375 thousand in a special purpose entity, AIC (TXU) Holdings LLC ("Apollo TXU") which acquired exposure to $50.0 thousand notional amount of a Libor plus 3.5% senior secured delayed draw term loan of Texas Competitive Electric Holdings ("TXU") through a non-recourse total return swap with an unaffiliated third party expiring on October 10, 2013 and pursuant to which Apollo TXU pays interest at Libor plus 1.5% and generally receives all proceeds due under the delayed draw term loan of TXU (the "TXU Reference Obligation"). Like Apollo FDC, Apollo TXU is entitled to 100% of any realized appreciation in the TXU Reference Obligation and, since the total return swap is a non-recourse obligation, is exposed up to the amount of equity used by AIC Holdco to fund the investment in the total return swap, plus any additional margin Apollo TXU decides to post, if any, during the term of the financing.

Pursuant to applicable investment company accounting, we do not consolidate AIC Holdco or either of Apollo FDC or Apollo TXU and accordingly only the value of our investments in them is included on our balance sheet. The Senior Note and total return swap are non-recourse to AIC Holdco, its subsidiaries and Apollo Investment and have standard events of default including failure to pay contractual amounts when due and failure by each of the underlying Apollo counterparties to provide additional credit support if the value of the FDC Reference Obligation or the TXU Reference Obligation, as applicable, declines below specified levels. We may unwind either transaction at any time.

Dividends

Dividends paid to stockholders for the three months ended June 30, 2008 totaled $74.0 million or $0.52 per share versus $52.8 million or $0.51 per share for the three months ended June 30, 2007. Tax characteristics of all dividends will be reported to stockholders on Form 1099 after the end of the calendar year.

We intend to continue to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined by our board of directors.

We have elected to be taxed as a RIC under Subchapter M of the Internal Revenue Code of 1986. To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

S-19

We maintain an "opt out" dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders' cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically "opt out" of the dividend reinvestment plan so as to receive cash dividends.

We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. In addition, we may be limited in our ability to make dividends and distributions due to the asset coverage test for borrowings when applicable to us as a BDC under the 1940 Act and due to provisions in future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our RIC status. We cannot assure stockholders that they will receive any dividends and distributions or dividends and distributions at a particular level.

With respect to the dividends paid to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to stockholders. For the three months ended June 30, 2008 and June 30, 2007 we received upfront fees totaling $0.0 million and $0.1 million, respectively, which are being amortized into income over the lives of their respective loans to the extent such loans remain outstanding.

S-20

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

We are subject to financial market risks, including changes in interest rates. During the three months ended June 30, 2008, many of the loans in our portfolio had floating interest rates. These loans are usually based on a floating LIBO rate and typically have durations of one to six months after which they reset to current market interest rates. As the percentage of our U.S. mezzanine and other subordinated loans increase as a percentage of our total investments, we expect that more of the loans in our portfolio will have fixed rates. Accordingly, we may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments. During the three months ended June 30, 2008, we did not engage in interest rate hedging activities.

The following table is designed to illustrate the effect on return to a holder of our common stock of the leverage created by our use of borrowing and potential issuance of preferred stock, at the weighted average annual interest rate of _____% for the_________ months ended ______________, 200_,and assuming the same average dividend rate on any preferred stock that we might issue and hypothetical annual returns on our portfolio of minus 10 to plus 10 percent. As can be seen, leverage generally increases the return to stockholders when the portfolio return is positive and decreases the return when the portfolio return is negative. Actual returns may be greater or less than those appearing in the table.

Assumed return on portfolio (net of expenses)(1)	-10.0%	-5.0%	0%	5.0%	10.0%

Corresponding Return to Common Stockholders(2)	-%	-%	-%	%	%

________________________________

(1) The assumed portfolio return is required by regulation of the SEC and is not a prediction of, and does not represent, our projected or actual performance.

(2) In order to compute the "Corresponding Return to Common Stockholders," the "Assumed Return on Portfolio" is multiplied by the total value of our assets at the beginning of the period to obtain an assumed return to us. From this amount, all interest expense accrued during the period is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the total value of our net assets as of the beginning of the period to determine the "Corresponding Return to Common Stockholders."

S-21

UNDERWRITING

________________________ are acting as joint bookrunning managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter's name.

Underwriter		Number of Shares

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to certain conditions precedent, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and our independent registered public accounting firm. The underwriters are committed to purchase all shares included in this offering, other than those shares covered by the over-allotment option described below, if they purchase any of the shares.

The underwriters propose to offer some of the shares directly to the public at the public offering price set forth on the cover page of this prospectus and some of the shares to dealers at the public offering price less a concession not to exceed $_____ per share. If all of the shares are not sold at the initial offering price, the representatives may change the public offering price and the other selling terms.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to ________ additional shares of common stock at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter will be obligated, subject to certain conditions, to purchase a number of additional shares approximately proportionate to that underwriter's initial purchase commitment.

We, our officers and directors, Apollo Investment Management, Apollo Investment Administration LLC and certain of the partners and officers of Apollo Investment Management (or any entities through which such partners and officers may invest in our shares) have agreed that, for a period of 90 days from the date of this prospectus, we and they will not, without the prior written consent of the representatives, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock. _____________ in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. Notwithstanding the foregoing, for the purpose of allowing the underwriters to comply with NASD Rule 2711(f)(4), if (1) during the last 17 days of the initial 90-day lock-up period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the initial 90-day lock-up period, we announce that we will release earnings results during the 16-day period beginning on the last day of the initial 90-day lock-up period, then in each case the initial 90-day lock-up period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable.

The common stock is quoted on the Nasdaq Global Select Market under the symbol "AINV".

S-22

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive is implemented in that Member State, it has not made and will not make an offer of shares of our common stock to the public in that Member State except that it may, with effect from and including such date, make an offer of shares of our common stock to the public in that Member State:

at any time to legal entities which are authorized or registered to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

at any time in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of the above, the expression an "offer of shares of our common stock to the public" in relation to any shares of our common stock in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares of our common stock to be offered so as to enable an investor to decide to purchase or subscribe for the shares of our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in that Member State.

United Kingdom

Each underwriter has represented and agreed that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of such Act does not apply to us and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any shares of our common stock in, from or otherwise involving the United Kingdom.

The Netherlands

Each underwriter has represented and agreed that the offer in The Netherlands of the shares included in this offering is exclusively limited to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, pension funds, other institutional investors and finance companies and treasury departments of large enterprises).

The following table shows the sales load (underwriting discounts and commissions) that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares of common stock.

	Paid by Apollo Investment
	No exercise	Full exercise
Per share	$	$
Total	$	$

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. "Covered" short sales are sales of shares made

S-23

in an amount up to the number of shares represented by the underwriters' over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchases of the common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make "naked" short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress.

The underwriters may also impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when an underwriter repurchases shares originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases.

Any of these activities may have the effect of preventing or retarding a decline in the market price of the common stock. They may also cause the price of the common stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the Nasdaq Global Select Market or in the over-the-counter market, or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

In addition, in connection with this offering, some of the underwriters may engage in passive market making transactions in the common stock on the Nasdaq Global Select Market, prior to the pricing and completion of the offering. Passive market making consists of displaying bids on the Nasdaq Global Select Market no higher than the bid prices of independent market makers and making purchases at prices no higher than those independent bids and effected in response to order flow. Net purchases by a passive market maker on each day are limited to a specified percentage of the passive market maker's average daily trading volume in the common stock during a specified period and must be discontinued when that limit is reached. Passive market making may cause the price of the common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. If the underwriters commence passive market making transactions, they may discontinue them at any time.

We estimate that our portion of the total expenses of this offering will be $________. [In addition, the underwriters have agreed to pay certain of our expenses associated with this offering.]

As described under "Use of Proceeds," we intend to use a part of the net proceeds from this offering to repay a portion of the borrowings outstanding under our senior credit facility. Affiliates of each of and certain of the other underwriters are lenders under such credit facility and therefore will receive a portion of the net proceeds from this offering through the repayment of those borrowings. Accordingly, this offering is being made pursuant to NASD Rule 2710(h).

The underwriters have performed investment banking and advisory services for us, AIM, and our affiliates from time to time for which they have received customary fees and expenses. The underwriters may, from time to time, engage in transactions with and perform services for us, AIM, and our affiliates in the ordinary course of their business.

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters. Other than the prospectus in electronic format, the information on any such underwriter's website is not part of this prospectus. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representatives will allocate shares to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

S-24

We, AIM and AIA have agreed to indemnify the underwriters against, or reimburse losses arising out of, certain liabilities, including liabilities under the Securities Act of 1933, as amended or to contribute to payments the underwriters may be required to make because of any of those liabilities.

This offering is being conducted in accordance with Rule 2710 of the NASD Rules of Conduct.

LEGAL MATTERS

Certain legal matters regarding the securities offered by this prospectus will be passed upon for Apollo Investment by Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY, and Venable LLP, Baltimore, MD. Certain legal matters will be passed upon for the underwriters by [ ] [ ] may rely as to certain matters of Maryland law upon the opinion of Venable LLP.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The financial statements as of March 31, 2008 and for the period ended March 31, 2008, have been included in the base prospectus in reliance upon the report of [ ], independent registered public accounting firm, located at [ ], appearing in the base prospectus, and upon the authority of said firm as experts in accounting and auditing.

S-25

INTERIM FINANCIAL STATEMENTS

APOLLO INVESTMENT CORPORATION

STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except per share amounts)


	June 30, 2008 (unaudited)			March 31, 2008
Assets
Non-controlled/non-affiliated investments, at value (cost—$3,108,743 and $3,139,047, respectively)	$	3,027,822		$	2,986,556
Controlled investments, at value (cost—$298,275 and $247,400, respectively)		281,042			246,992
Cash equivalents, at value (cost—$896,445 and $404,063, respectively)		896,425			403,898
Cash		4,149			8,954
Foreign currency (cost—$3,555 and $2,140, respectively)		3,553			2,130
Interest receivable		38,755			46,643
Dividends receivable		27,912			23,024
Prepaid expenses and other assets		4,938			5,896
Receivable from Investment Adviser		4			231
Total assets	$	4,284,600		$	3,724,324
Liabilities
Payable for investments and cash equivalents purchased	$	1,018,472		$	142,339
Credit facility payable (see notes 7 & 12)		965,689			1,639,122
Management and performance-based incentive fees payable (see note 3)		27,600			26,969
Dividends payable		—			9,368
Interest payable		6,261			6,178
Accrued administrative expenses		90			288
Other liabilities and accrued expenses		1,585			2,152
Total liabilities	$	2,019,697		$	1,826,416
Net Assets
Common stock, par value $.001 per share, 400,000 and 400,000 common shares authorized, respectively, and 142,221 and 119,894 issued and outstanding, respectively	$	142		$	120
Paid-in capital in excess of par		2,352,883			1,983,795
Undistributed net investment income (see note 2g)		—			24,959
Distributions in excess of net investment income (see note 2g)		(2,683	)		—
Accumulated net realized gain (see note 2g)		56,318			86,136
Net unrealized appreciation (depreciation)		(141,757	)		(197,102	)
Total Net Assets	$	2,264,903		$	1,897,908
Total liabilities and net assets	$	4,284,600		$	3,724,324
Net Asset Value Per Share	$	15.93		$	15.83

See notes to financial statements.

S-26

APOLLO INVESTMENT CORPORATION

STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share amounts)

	Three Months Ended
	June 30, 2008			June 30, 2007
INVESTMENT INCOME:
From non-controlled/non-affiliated investments:
Interest	$	84,975		$	74,550
Dividends		3,335			4,026
Other income		197			320
From controlled investments:
Dividends		2,452			50
Other income		—			10,000
Total Investment Income		90,959			88,946
EXPENSES:
Management fees (see note 3)	$	16,022		$	12,996
Performance-based incentive fees (see note 3)		11,578			10,835
Interest and other credit facility expenses		13,917			7,607
Administrative services expense		1,868			1,461
Other general and administrative expenses		1,347			1,350
Total expenses		44,732			34,249
Expense offset arrangement (see note 8)		(86	)		(61	)
Net expenses		44,646			34,188
Net investment income	$	46,313		$	54,758
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, CASH EQUIVALENTS AND FOREIGN CURRENCIES:
Net realized gain (loss):
Investments and cash equivalents		(29,230	)		(17,000	)
Foreign currencies		(588	)		(3,743	)
Net realized loss		(29,818	)		(20,743	)
Net change in unrealized gain (loss):
Investments and cash equivalents		54,889			149,922
Foreign currencies		456			(6,215	)
Net change in unrealized gain		55,345			143,707
Net realized and unrealized gain from investments, cash equivalents and foreign currencies		25,527			122,964
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	71,840		$	177,722
EARNINGS PER SHARE (see note 5)	$	0.55		$	1.72

See notes to financial statements.

S-27

APOLLO INVESTMENT CORPORATION

STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except shares)

	Three months ended June 30, 2008 (unaudited)			Year ended March 31, 2008
Increase (Decrease) in net assets from operations:
Net investment income	$	46,313		$	201,606
Net realized gains (losses)		(29,818	)		54,300
Net change in unrealized gain (loss)		55,345			(289,344	)
Net increase (decrease) in net assets resulting from operations		71,840			(33,438	)
Dividends and distributions to stockholders:		(73,955	)		(230,889	)
Capital share transactions:
Net proceeds from shares sold		369,589			285,545
Less offering costs		(479	)		(461	)
Reinvestment of dividends		—			27,403
Net increase in net assets from capital share transactions		369,110			312,487
Total increase in net assets:		366,995			48,160
Net assets at beginning of period		1,897,908			1,849,748
Net assets at end of period	$	2,264,903		$	1,897,908
Capital share activity
Shares sold		22,327,500			14,950,000
Shares issued from reinvestment of dividends		—			1,436,069
Net increase in capital share activity		22,327,500			16,386,069

See notes to financial statements.

S-28

APOLLO INVESTMENT CORPORATION

STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)

	Three months ended
	June 30, 2008			June 30, 2007
Cash Flows from Operating Activities:
Net Increase in Net Assets Resulting from Operations	$	71,840		$	177,722
Adjustments to reconcile net increase:
Purchase of investment securities		(139,991	)		(763,189	)
Proceeds from disposition of investment securities		90,184			356,253
Increase (decrease) from foreign currency transactions		(588	)		(3,743	)
Decrease (increase) in interest and dividends receivable		3,001			(4,957	)
Decrease (increase) in prepaid expenses and other assets		1,185			(317	)
Increase (decrease) in management and performance-based incentive fees payable		631			1,517
Increase in interest payable		83			543
Increase (decrease) in accrued expenses		(771	)		14
Increase (decrease) in payable for investments and cash equivalents purchased		876,136			(236,353	)
Increase (decrease) in receivables for securities sold		—			28,248
Net change in unrealized depreciation (appreciation) on investments, cash equivalents, foreign currencies and other assets and liabilities		(55,345	)		(143,707	)
Net realized gain (loss) on investments and cash equivalents		29,818			20,744
Net Cash Used by Operating Activities	$	876,183		$	(567,225	)
Cash Flows from Financing Activities:
Net proceeds from the issuance of common stock	$	369,589		$	—
Offering costs from the issuance of common stock		(479	)		—
Dividends paid in cash		(83,323	)		(44,154	)
Borrowings under credit facility		256,666			829,192
Repayments under credit facility		(929,500	)		(536,357	)
Net Cash Provided (Used) by Financing Activities	$	(387,047	)	$	248,681
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	$	489,136		$	(318,544	)
Effect of exchange rates on cash balances		8			(1	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	$	414,983		$	1,097,952
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	904,127		$	779,407

Non-cash financing activities consist of the reinvestment of dividends totaling $0 and $8,634, respectively (in thousands).

See notes to financial statements.

S-29

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (unaudited)

June 30, 2008

(in thousands)

Investments in Non-Controlled/Non-Affiliated Portfolio Companies		Industry	Par Amount *		Cost		Fair Value (1)
Subordinated Debt/Corporate Notes—78.8%
AB Acquisitions UK Topco 2 Limited (Alliance Boots), GBP L+650, 7/9/17	Retail		£	38,490	$	74,838	$	68,367
Advanstar, Inc., L+700, 11/30/15	Media		$	22,673		22,673		22,786
Advantage Sales & Marketing, Inc., 12.00%, 3/29/14	Grocery			31,403		30,918		31,403
AMH Holdings II, Inc. (Associated Materials), 13.625%, 12/1/14 u	Building Products			50,314		49,520		45,283
Applied Systems, Inc., 12.50%, 9/26/14	Business Services			22,000		21,906		21,780
Arbonne Intermediate Holdco Inc. (Natural Products Group LLC), 13.50%, 6/19/14	Direct Marketing			71,994		71,826		17,999
Babson CLO Ltd., Series 2008-2A Class E, L+975, 7/15/18 u	Asset Management			11,000		9,957		9,956
Babson CLO Ltd., Series 2008-1A Class E, L+550, 7/20/18 u	Asset Management			10,150		7,109		7,228
BNY ConvergEx Group, LLC, 14.00%, 10/2/14	Business Services			15,380		15,380		15,380
Brenntag Holding GmbH & Co. KG, E+700, 12/23/15	Chemicals		€	19,135		23,550		25,061
Catalina Marketing Corporation, L+550, 10/1/17	Grocery		$	31,959		30,245		29,882
Ceridian Corp., 12.25%, 11/15/15	Diversified Service			50,000		50,000		45,687
Ceridian Corp., 11.25%, 11/15/15	Diversified Service			31,000		30,548		28,442
Collect America, Ltd., 13.50%, 8/5/12 u	Consumer Finance			38,136		37,595		38,136
Delta Educational Systems, Inc., 16.00%, 5/12/13	Education			18,840		18,280		18,840
DSI Renal Inc., 14.00%, 4/7/14	Healthcare			10,456		10,456		10,456
Dura-Line Merger Sub, Inc., 13.25%, 9/22/14	Telecommunications			40,461		39,750		40,461
Energy Future Holdings, 11.25%, 11/1/17	Utilities			25,000		24,474		25,062
Eurofresh, Inc., 0% / 14.50%, 1/15/14 u	Agriculture			26,504		22,313		5,566
Eurofresh, Inc., 11.50%, 1/15/13 u	Agriculture			50,000		50,000		34,500
European Directories (DH5) B.V., 15.735%, 7/1/16	Publishing		€	2,741		3,471		3,951
European Directories (DH7) B.V., E+950, 7/1/15	Publishing		€	16,248		20,146		24,960
First Data Corporation, 9.80%, 3/31/16	Financial Services		$	40,000		32,800		32,800
First Data Corporation, 9.875%, 9/24/15 u	Financial Services			45,500		39,131		39,699
FleetPride Corporation, 11.50%, 10/1/14 u	Transportation			47,500		47,500		44,887
FPC Holdings, Inc. (FleetPride Corporation), 0% / 14.00%, 6/30/15 u	Transportation			37,846		34,511		30,939
General Nutrition Centers, Inc., L+450, 3/15/14	Retail			29,775		29,311		25,458
Goodman Global Inc., 13.50%, 2/15/16 u	Manufacturing			25,000		25,000		24,625
Hub International Holdings, 10.25%, 6/15/15 u	Insurance			25,000		24,100		20,625
HydroChem Holding, Inc., 13.50%, 12/8/14	Environmental			21,606		21,606		21,066
Infor Lux Bond Company (Infor Global), L+800, 9/2/14	Business Services			8,844		8,844		5,085
KAR Holdings, Inc., 10.00%, 5/1/15	Transportation			43,225		39,892		36,633
Language Line Holdings, Inc., 0% / 14.125%, 6/15/13	Business Services			27,678		25,333		24,050

See notes to financial statements.

S-30

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (unaudited) (continued)

June 30, 2008

(in thousands)

Investments in Non-Controlled/Non-Affiliated Portfolio Companies	Industry	Par Amount *	Cost		Fair Value (1)
Subordinated Debt/Corporate Notes – (continued)
Language Line Inc., 11.125%, 6/15/12	Business Services	$ 27,081	$ 26,875		$ 28,164
Latham Manufacturing Corp., 14.00%, 12/30/12	Leisure Equipment	34,553	34,084		32,825
Laureate Education, Inc., 11.75%, 8/15/17 u	Education	53,540	49,435		47,115
Lexicon Marketing (USA), Inc., 13.25%, 5/11/13 ***	Direct Marketing	28,482	28,482		—
LVI Services, Inc., 14.50%, 11/16/12	Environmental	45,834	45,834		45,032
MW Industries, Inc., 13.00%, 5/1/14	Manufacturing	60,000	58,974		60,000
NCO Group Inc., 11.875%, 11/15/14	Consumer Finance	9,000	7,069		7,470
Neff Corp., 10.00%, 6/1/15	Rental Equipment	5,000	5,000		1,919
Nielsen Finance LLC, 0% / 12.50%, 8/1/16	Market Research	61,000	42,969		42,344
OTC Investors Corporation (Oriental Trading Company), 13.50%, 1/31/15	Direct Marketing	24,407	24,407		23,918
Pacific Crane Maintenance Company, L.P., 13.00%, 2/15/14	Machinery	34,000	34,000		34,000
PBM Holdings, Inc., 13.50%, 9/29/13	Beverage, Food & Tobacco	17,723	17,723		17,191
Playpower Holdings Inc., 15.50%, 12/31/12 u	Leisure Equipment	77,686	77,686		77,686
Plinius Investments II B.V. (Casema), E+925, 9/13/16	Cable TV	€ 17,701	23,062		27,098
Pro Mach Merger Sub, Inc., 12.50%, 6/15/12	Machinery	$14,616	14,437		14,616
QHB Holdings LLC (Quality Home Brands), 13.50%, 12/20/13	Consumer Products	45,827	44,963		37,464
Ranpak Holdings, Inc., 15.00%, 12/27/15	Packaging	52,005	52,005		52,005
RSA Holdings Corp. of Delaware (American Safety Razor), 13.50%, 7/31/15	Consumer Products	45,312	45,312		45,312
Serpering Investments B.V. (Casema), E+925, 9/13/16	Cable TV	€ 16,403	20,752		25,251
The Servicemaster Company, L+550, 7/15/15	Diversified Service	$ 67,173	60,353		54,914
TL Acquisitions, Inc. (Thomson Learning), 0% / 13.25%, 7/15/15 u	Education	72,500	63,132		53,469
TL Acquisitions, Inc. (Thomson Learning), 10.50%, 1/15/15 u	Education	47,500	46,704		41,622
TP Financing 2, Ltd. (Travelex), GBP L+725, 4/1/15	Financial Services	£ 12,665	24,641		20,476
US Foodservice, L+475, 6/30/17	Beverage, Food & Tobacco	$ 30,000	24,000		23,100
US Investigations Services, Inc., 10.50%, 11/1/15 u	Diversified Service	9,500	7,843		8,788
Varietal Distribution, 10.25%, 7/15/15	Distribution	15,000	15,000		13,925
Varietal Distribution, 10.75%, 6/30/17	Distribution	21,875	21,257		20,453
WDAC Intermediate Corp., E+600, 11/29/15	Publishing	€ 43,882	59,434		45,735
Westbrook CLO Ltd., Series 2006-1A, L+370, 12/20/20 u	Asset Management	$ 11,000	6,391		6,160
Total Subordinated Debt/Corporate Notes				$1,974,807		$1,785,105

See notes to financial statements.

S-31

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (unaudited) (continued)

June 30, 2008

(in thousands, except shares)

Investments in Non-Controlled/Non-Affiliated Portfolio Companies	Industry	Shares		Cost		Fair Value(1)
Preferred Equity — 6.3%
DSI Holding Company, Inc. (DSI Renal Inc.), 15.00%, 10/7/14	Healthcare		32,500	$	31,899	$	32,500
Exco Resources, Inc., 7.00%/9.00% (Convertible)	Oil & Gas		975		9,750		18,135
Exco Resources, Inc., 7.00%/9.00% Hybrid (Convertible)	Oil & Gas		4,025		40,250		74,865
Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 13.50%, 5/12/14	Education		12,360	$	11,226	$	12,360
Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 12.50% (Convertible)	Education		3,325		3,325		2,634
LVI Acquisition Corp. (LVI Services, Inc.), 14.00%	Environmental		1,875		1,875		—
Varietal Distribution Holdings, LLC, 8.00%	Distribution		3,097		3,097		2,625
Total Preferred Equity				$	101,422	$	143,119
Common Equity/Partnership Interests — 14.3%
A-D Conduit Holdings, LLC (Duraline) **	Telecommunications		2,778	$	2,778	$	3,440
AHC Mezzanine LLC (Advanstar)**	Media		10,000		10,000		7,780
CA Holding, Inc. (Collect America, Ltd.)	Consumer Finance		25,000		2,500		3,549
CA Holding, Inc. (Collect America, Ltd.)	Consumer Finance		4,294		429		859
FSC Holdings Inc. (Hanley Wood LLC) **	Media		10,000		10,000		7,335
Garden Fresh Restaurant Holding, LLC **	Retail		50,000		5,000		5,486
Gray Energy Services, LLC Class H (Gray Wireline) **	Oil & Gas		1,081		2,000		3,470
Gryphon Colleges Corporation (Delta Educational Systems, Inc.) **	Education		175		175		—
GS Prysmian Co-Invest L.P. (Prysmian Cables & Systems) (2,3)	Industrial				—		110,141
Latham International, Inc. (fka Latham Acquisition Corp.) **	Leisure Equipment		33,091		3,309		469
LM Acquisition Ltd. (Lexicon Marketing Inc.) **	Direct Marketing		10,000		10,000		—
LVI Acquisition Corp. (LVI Services, Inc.) **	Environmental		6,250		625		—
MEG Energy Corp. (4) **	Oil & Gas		1,718,388		44,718		84,687
New Omaha Holdings Co-Invest LP (First Data)	Financial Services		13,000,000		65,000		65,000
PCMC Holdings, LLC (Pacific Crane)	Machinery		40,000		4,000		3,496
Prism Business Media Holdings, LLC (Penton Media, Inc.)**	Media		68		14,947		12,686
Pro Mach Co-Investment, LLC **	Machinery		150,000		1,500		3,277
RC Coinvestment, LLC (Ranpak Corp.)	Packaging		50,000		5,000		4,924
Sorenson Communications Holdings, LLC Class A**	Consumer Services		454,828		45		6,594
Varietal Distribution Holdings, LLC Class A	Distribution		28,028		28		—
Total Common Equity and Equity Interests				$	182,054	$	323,193

See notes to financial statements.

S-32

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (unaudited) (continued)

June 30, 2008

(in thousands, except shares)

Investments in Non-Controlled/Non-Affiliated Portfolio Companies	Industry	Warrants		Cost		Fair Value(1)
Warrants — 0.6%
DSI Holdings Company, Inc. (DSI Renal Inc.), Common **	Healthcare		5,011,327		—	$	2,905
Fidji Luxco (BC) S.C.A., Common (FCI)(2) **	Electronics		48,769	$	491		8,004
Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Common **	Education		98	$	98		—
Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class A-1 Preferred **	Education		459		460		597
Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class B-1 Preferred **	Education		1,043		1,043		826
Total Warrants				$	2,092	$	12,332

2nd Lien Bank Debt/Senior Secured Loans (5) —33.7%		Par Amount *
AB Acquisitions UK Topco 2 Limited (Alliance Boots), 7/9/16	Retail	£	11,400	$	19,660	$	20,022
AB Acquisitions UK Topco 2 Limited (Alliance Boots), 7/9/16	Retail	€	3,961		5,399		5,508
Advanstar Communications, Inc., 11/30/14	Media	$	20,000		20,000		14,300
Asurion Corporation, 7/3/15	Insurance		135,300		134,888		123,969
BNY Convergex Group, LLC, 4/2/14	Business Services		50,000		49,793		45,750
C.H.I. Overhead Doors, Inc., 10/22/11	Building Products		15,000		15,022		13,950
Clean Earth, Inc., 8/1/14	Environmental		25,000		25,000		23,875
Dresser, Inc., 5/4/15	Industrial		61,000		60,917		58,979
Educate, Inc., 6/14/14	Education		10,000		10,000		8,500
Garden Fresh Restaurant Corp., 12/22/11	Retail		26,000		25,831		25,480
Generics International, Inc., 4/30/15	Healthcare		20,000		19,907		19,500
Gray Wireline Service, Inc., 12.25%, 2/28/13	Oil & Gas		77,500		76,889		77,500
HydroChem Industrial Services, Inc., 12/8/14	Environmental		35,100		35,100		34,222
Infor Enterprise Solutions Holdings, Inc., Tranche B-1, 3/2/14	Business Services		5,000		5,000		3,288
Infor Enterprise Solutions Holdings, Inc., 3/2/14	Business Services		15,000		14,841		10,387
Infor Global Solutions European Finance S.á.R.L., 3/2/14	Business Services	€	6,210		8,263		6,604
IPC Systems, Inc., 6/1/15	Telecommunications	$	37,250		36,202		26,261
Kronos, Inc., 6/11/15	Electronics		60,000		60,000		52,200
Penton Media, Inc., 2/1/14	Media		14,000		10,353		10,360
Quality Home Brands Holdings LLC, 6/20/13	Consumer Products		40,000		39,520		21,000
Ranpak Corp. (6), 12/27/14	Packaging		12,500		12,500		12,500
Ranpak Corp. (7), 12/27/14	Packaging	€	5,206		7,584		8,203
Sheridan Holdings, Inc., 6/15/15	Healthcare	$	60,000		60,000		51,150
Sorenson Communications, Inc., 2/18/14	Consumer Services		62,103		62,103		60,680

See notes to financial statements.

S-33

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (unaudited) (continued)

June 30, 2008

(in thousands, except shares)

	Industry	Par Amount*		Cost		Fair Value(1)
TransFirst Holdings, Inc., 6/15/15	Financial Services	$	34,750	$	33,596	$	29,885
Total 2nd Lien Bank Debt/Senior Secured Loans				$	848,368	$	764,073
Total Investments in Non-Controlled/Non-Affiliated Portfolio Companies — 133.7%				$	3,108,743	$	3,027,822

Investments in Controlled Portfolio Companies	Industry	Shares		Cost		Fair Value(1)
Preferred Equity — 3.3%
Grand Prix Holdings, LLC Series A, 12.00% (Innkeepers USA)	Hotels, Motels, Inns & Gaming		2,989,431	$	74,736	$	74,736
Common Equity/Equity Interests — 9.1%
AIC Credit Opportunity Fund LLC(8)	Asset Management			$	50,875	$	56,686
Grand Prix Holdings, LLC (Innkeepers USA)	Hotels, Motels, Inns & Gaming		17,335,834		172,664		149,620
Total Investments in Controlled Portfolio Companies — 12.4%				$	298,275	$	281,042
Total Investments				$	3,407,018	$	3,308,864

		Par Amount*
Cash Equivalents — 39.6%
U.S. Treasury Bill, 1.83%, 9/18/08	Government	$	900,000	$	896,445	$	896,425
Total Investments & Cash Equivalents — 185.7% (9)				$	4,303,463	$	4,205,289
Liabilities in Excess of Other Assets — (85.7%)							(1,940,386	)
Net Assets — 100.0%						$	2,264,903

___________________________

(1)	Fair value is determined by or under the direction of the Board of Directors of the Company (see Notes 2 and 6).

(2)	Denominated in Euro (€).

(3)	The Company is the sole Limited Partner in GS Prysmian Co-Invest L.P.

(4)	Denominated in Canadian dollars.

(5)

Includes floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the LIBOR (London Inter-bank Offered Rate), EURIBOR (Euro Inter-bank Offered Rate), GBP LIBOR (London Inter-bank Offered Rate for British Pounds), or the prime rate. At June 30, 2008, the range of interest rates on floating rate bank debt was 7.80% to 12.46%.

(6)	Position is held across five US Dollar-denominated tranches with varying yields.

(7)	Position is held across three Euro-denominated tranches with varying yields.

(8)	See Note 6.

(9)	Aggregate gross unrealized appreciation for federal income tax purposes is $243,575; aggregate gross unrealized depreciation for federal income tax purposes is $349,106. Net unrealized depreciation is $105,531 based on a tax cost of $4,310,820.

¨	These securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.

*	Denominated in USD unless otherwise noted.

**	Non-income producing security

***	Non-accrual status

See notes to financial statements.

S-34

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (unaudited) (continued)

Industry Classification	Percentage at June 30, 2008
Oil & Gas	7.8%
Hotels, Motels, Inns and Gaming	6.8%
Financial Services	5.7%
Education	5.6%
Industrial	5.1%
Business Services	4.8%
Retail	4.5%
Insurance	4.4%
Diversified Service	4.2%
Environmental	3.7%
Healthcare	3.5%
Transportation	3.4%
Leisure Equipment	3.4%
Consumer Products	3.1%
Manufacturing	2.6%
Asset Management	2.4%
Packaging	2.3%
Media	2.3%
Publishing	2.3%
Telecommunications	2.1%
Consumer Services	2.0%
Grocery	1.8%
Electronics	1.8%
Building Products	1.8%
Machinery	1.7%
Cable TV	1.6%
Consumer Finance	1.5%
Market Research	1.3%
Direct Marketing	1.3%
Beverage, Food, & Tobacco	1.2%
Agriculture	1.2%
Distribution	1.1%
Utilities	0.8%
Chemicals	0.8%
Rental Equipment	0.1%
Total Investments		100.0%

See notes to financial statements.

S-35

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2008

(in thousands)

Investments in Non-Controlled/Non-Affiliated Portfolio Companies	Industry	Par Amount *		Cost		Fair Value (1)
Subordinated Debt/Corporate Notes—97.6%
AB Acquisitions UK Topco 2 Limited (Alliance Boots), GBP L+650, 7/9/17	Retail	£	38,156	$	74,087	$	72,612
Advanstar, Inc., L+700, 11/30/15	Media	$	22,115		22,115		22,225
Advantage Sales & Marketing, Inc., 12.00%, 3/29/14	Grocery		31,245		30,746		31,245
AMH Holdings II, Inc. (Associated Materials), 13.625%, 12/1/14u	Building Products		50,314		49,501		50,314
Applied Systems, Inc., 12.50%, 9/26/14	Business Services		22,000		21,903		21,120
Arbonne Intermediate Holdco Inc. (Natural Products Group LLC), 13.50%, 6/19/14	Direct Marketing		67,395		67,221		37,067
Associated Materials, Inc., 0% / 11.25%, 3/1/14	Building Products		43,415		31,846		29,522
BNY ConvergEx Group, LLC, 14.00%, 10/2/14	Business Services		15,304		15,304		15,304
Brenntag Holding GmbH & Co. KG, E+700, 12/23/15	Chemicals	€	19,135		23,548		24,221
Catalina Marketing Corporation, L+500, 10/1/17	Grocery	$	31,959		30,218		28,124
Ceridian Corp., 12.25%, 11/15/15	Diversified Service		50,000		50,000		41,750
Ceridian Corp., 11.25%, 11/15/15	Diversified Service		31,000		30,539		26,376
Collect America, Ltd., 13.50%, 8/5/12 u	Consumer Finance		36,320		35,792		36,320
Delta Educational Systems, Inc., 16.00%, 5/12/13	Education		18,789		18,210		18,789
DSI Renal Inc., 14.00%, 4/7/14	Healthcare		10,404		10,404		10,404
Dura-Line Merger Sub, Inc., 13.25%, 9/22/14	Telecommunications		40,461		39,732		40,461
Energy Future Holdings, 11.25%, 11/1/17	Utilities		25,000		24,466		24,750
Eurofresh, Inc., 0% / 14.50%, 1/15/14 u	Agriculture		26,504		21,467		10,602
Eurofresh, Inc., 11.50%, 1/15/13 u	Agriculture		50,000		50,000		31,750
European Directories (DH5) B.V., 15.735%, 7/1/16	Publishing	€	2,539		3,153		3,439
European Directories (DH7) B.V., E+950, 7/1/15	Publishing	€	15,867		19,546		22,628
First Data Corporation, L+525, 3/31/16	Financial Services	$	100,000		79,000		79,000
First Data Corporation, 9.875%, 9/24/15 u	Financial Services		45,500		38,946		37,860
FleetPride Corporation, 11.50%, 10/1/14 u	Transportation		47,500		47,500		45,837
FPC Holdings, Inc. (FleetPride Corporation), 0% / 14.00%, 6/30/15 u	Transportation		37,846		33,179		33,304
General Nutrition Centers, Inc., L+450, 3/15/14 u	Retail		29,775		29,296		24,862
Goodman Global Inc., 13.50%, 2/15/16 u	Manufacturing		25,000		25,000		24,625
Hub International Holdings, 10.25%, 6/15/15 u	Insurance		20,000		20,000		13,900
HydroChem Holding, Inc., 13.50%, 12/8/14	Environmental		20,226		20,226		19,720
Infor Lux Bond Company (Infor Global), L+800, 9/2/14	Business Services		8,611		8,611		6,361
KAR Holdings, Inc., 10.00%, 5/1/15	Transportation		43,225		39,816		38,092
Language Line Holdings, Inc., 0% / 14.125%, 6/15/13	Business Services		27,678		24,468		22,641
Language Line Inc., 11.125%, 6/15/12	Business Services		27,081		26,863		27,623

See notes to financial statements.

S-36

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2008

(in thousands)

	Industry	Par Amount *		Cost		Fair Value (1)
Latham Manufacturing Corp., 14.00%, 12/30/12	Leisure Equipment	$	34,467	$	33,980	$	34,467
Laureate Education, Inc., L+550, 8/15/17	Education		53,540		49,385		47,115
Lexicon Marketing (USA), Inc., 13.25%, 5/11/13 ***	Direct Marketing		28,482		28,482		—
LVI Services, Inc., 14.50%, 11/16/12	Environmental		45,302		45,302		45,302
MW Industries, Inc., 13.00%, 5/1/14	Manufacturing		60,000		58,946		60,000
Neff Corp., 10.00%, 6/1/15	Rental Equipment		5,000		5,000		2,395
Nielsen Finance LLC, 0% / 12.50%, 8/1/16	Market Research		61,000		41,572		38,926
OTC Investors Corporation (Oriental Trading Company), 13.50%, 1/31/15	Direct Marketing		24,407		24,407		24,407
Pacific Crane Maintenance Company, L.P., 13.00%, 2/15/14	Machinery		34,000		34,000		34,000
PBM Holdings, Inc., 13.50%, 9/29/13	Beverage, Food & Tobacco		17,723		17,723		17,014
Playpower Holdings Inc., 15.50%, 12/31/12 u	Leisure Equipment		72,098		72,098		72,098
Plinius Investments II B.V. (Casema), E+925, 9/13/16	Cable TV	€	17,701		23,060		26,841
Pro Mach Merger Sub, Inc., 12.50%, 6/15/12	Machinery	$	14,598		14,411		14,598
QHB Holdings LLC (Quality Home Brands), 13.50%, 12/20/13	Consumer Products		44,331		43,442		44,331
Ranpak Holdings, Inc., 15.00%, 12/27/15	Packaging		50,125		50,125		50,125
RSA Holdings Corp. of Delaware (American Safety Razor), 13.50%, 7/31/15	Consumer Products		43,817		43,817		43,817
Safety Products Holdings LLC, 11.75%, 1/1/12	Manufacturing		34,043		33,662		34,405
Serpering Investments B.V. (Casema), E+925, 9/13/16	Cable TV	€	16,403		20,752		25,014
The Servicemaster Company, L+500, 7/15/15	Diversified Service	$	67,173		60,177		51,051
TL Acquisitions, Inc. (Thomson Learning), 0% / 13.25%, 7/15/15 u	Education		72,500		61,153		52,109
TL Acquisitions, Inc. (Thomson Learning), 10.50%, 1/15/15 u	Education		47,500		46,680		41,681
TP Financing 2, Ltd. (Travelex), GBP L+725, 4/1/15	Financial Services	£	11,862		23,047		19,748
US Investigations Services, Inc., 10.50%, 11/1/15u	Diversified Service	$	7,500		6,131		6,188
Varietal Distribution, 10.25%, 7/15/15	Distribution		15,000		15,000		14,112
Varietal Distribution, 10.75%, 6/30/17	Distribution		21,875		21,247		19,359
WDAC Intermediate Corp., E+600, 11/29/15	Publishing	€	41,611		55,902		45,607
Yankee Acquisition Corp., 9.75%, 2/15/17	Retail	$	17,000		16,971		13,579
Yankee Acquisition Corp., 8.50%, 2/15/15	Retail		1,915		1,546		1,558
Total Subordinated Debt/Corporate Notes				$	2,010,721	$	1,852,695

See notes to financial statements.

S-37

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2008

(in thousands, except shares)

	Industry	Shares		Cost		Fair Value (1)
Preferred Equity—5.6%
DSI Holding Company, Inc. (DSI Renal Inc.), 15.00%, 10/7/14	Healthcare		32,500	$	31,875	$	32,500
Exco Resources, Inc., 7.00% / 9.00% (Convertible)	Oil & Gas		975		9,750		10,871
Exco Resources, Inc., 7.00% / 9.00% Hybrid (Convertible)	Oil & Gas		4,025		40,250		44,879
Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 13.50%, 5/12/14	Education		12,360		11,180		12,360
Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 12.50% (Convertible)	Education		3,325		3,325		1,369
LVI Acquisition Corp. (LVI Services, Inc.), 14.00%	Environmental		1,875		1,875		529
Varietal Distribution Holdings, LLC, 8.00%	Distribution		3,097		3,097		3,097
Total Preferred Equity				$	101,352	$	105,605
Common Equity/Partnership Interests—15.5%
A-D Conduit Holdings, LLC (Duraline) **	Telecommunications		2,778	$	2,778	$	3,730
AHC Mezzanine LLC (Advanstar)	Media		10,000		10,000		9,000
CA Holding, Inc. (Collect America, Ltd.)	Consumer Finance		25,000		2,500		3,720
DTPI Holdings, Inc. (American Asphalt & Grading) **	Infrastructure		200,000		2,000		—
FSC Holdings Inc. (Hanley Wood LLC) **	Media		10,000		10,000		10,000
Garden Fresh Restaurant Holding, LLC **	Retail		50,000		5,000		4,832
Gray Energy Services, LLC Class H (Gray Wireline) **	Oil & Gas		1,081		2,000		3,540
Gryphon Colleges Corporation (Delta Educational Systems, Inc.) **	Education		175		175		—
GS Prysmian Co-Invest L.P. (Prysmian Cables & Systems) (2,3)	Industrial				—		93,073
Latham International, Inc. (fka Latham Acquisition Corp.) **	Leisure Equipment		33,091		3,309		1,127
LM Acquisition Ltd. (Lexicon Marketing Inc.) **	Direct Marketing		10,000		10,000		—
LVI Acquisition Corp. (LVI Services, Inc.) **	Environmental		6,250		625		—
MEG Energy Corp. (4) **	Oil & Gas		1,718,388		44,718		68,665
New Omaha Holdings Co-Invest LP (First Data)	Financial Services		13,000,000		65,000		65,000
PCMC Holdings, LLC (Pacific Crane)	Machinery		40,000		4,000		3,607
Prism Business Media Holdings, LLC	Media		68		14,947		14,810
Pro Mach Co-Investment, LLC **	Machinery		150,000		1,500		3,103
RC Coinvestment, LLC (Ranpak Corp.)	Packaging		50,000		5,000		5,047
Sorenson Communications Holdings, LLC Class A **	Consumer Services		454,828		45		5,436
Varietal Distribution Holdings, LLC Class A	Distribution		28,028		28		88
Total Common Equity and Partnership Interests				$	183,625	$	294,778

See notes to financial statements.

S-38

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2008

(in thousands, except warrants)

Portfolio Company	Industry	Warrants		Cost		Fair Value (1)
Warrants – 0.6%
DSI Holdings Company, Inc. (DSI Renal Inc.), Common**	Healthcare		5,011,327		—	$	2,920
Fidji Luxco (BC) S.C.A., Common (FCI)(12)**	Electronics		48,769	$	491		7,604
Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Common**	Education		98		98		—
Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class A-1 Preferred**	Education		459		460		579
Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class B-1 Preferred**	Education		1,043		1,043		430
Total Warrants				$	2,092	$	11,533

See notes to financial statements.

S-39

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2008

(in thousands, except warrants)

Portfolio Company	Industry	Par Amount *		Cost		Fair Value (1)
2nd Lien Bank Debt/Senior Secured Loans (15) — 38.1%
Advanstar Communications, Inc., 11/30/14	Media	$	20,000	$	20,000	$	14,600
American Asphalt & Grading Co., 7/10/09	Infrastructure		31,596		31,596		8,200
Asurion Corporation, 7/3/15	Insurance		135,300		134,876		116,020
BNY Convergex Group, LLC, 4/2/14	Business Services		50,000		49,787		43,000
C.H.I. Overhead Doors, Inc., 10/22/11	Building Products		15,000		15,023		14,175
Clean Earth, Inc., 8/1/14	Environmental		25,000		25,000		24,875
Dresser, Inc., 5/4/15	Industrial		61,000		60,915		55,663
Educate, Inc., 6/14/14	Education		10,000		10,000		8,500
Garden Fresh Restaurant Corp., 12/22/11	Retail		26,000		25,821		25,480
Generics International, Inc., 4/30/15	Healthcare		20,000		19,903		19,875
Gray Wireline Service, Inc., 12.25%, 2/28/13	Oil & Gas		77,500		76,866		77,500
HydroChem Industrial Services, Inc., 12/8/14	Environmental		35,100		35,100		34,223
Infor Enterprise Solutions Holdings, Inc., Tranche B-1, 3/2/14	Business Services		5,000		5,000		4,125
Infor Enterprise Solutions Holdings, Inc., 3/2/14	Business Services		15,000		14,836		12,375
Infor Global Solutions European Finance S.á.R.L., 3/2/14	Business Services	€	6,210		8,263		8,856
IPC Systems, Inc., 6/1/15	Telecommunications	$	37,250		36,167		26,634
Kronos, Inc., 6/11/15	Electronics		60,000		60,000		44,100
Quality Home Brands Holdings LLC, 6/20/13	Consumer Products		40,000		39,504		32,000
Ranpak Corp. (6), 12/27/14	Packaging		12,500		12,500		12,500
Ranpak Corp. (7), 12/27/14	Packaging	€	5,206		7,584		8,249
Sheridan Holdings, Inc., 6/15/15	Healthcare	$	60,000		60,000		46,500
Sorenson Communications, Inc., 2/18/14	Consumer Services		62,103		62,103		60,705
TransFirst Holdings, Inc., 6/15/15	Financial Services		30,500		30,413		23,790
Total 2nd Lien Bank Debt/Senior Secured Loans				$	841,257	$	721,945
Total Investments in Non-Controlled/Non-Affiliated Portfolio Companies—157.4%				$	3,139,047	$	2,986,556

See notes to financial statements.

S-40

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2008

(in thousands, except shares)

Investments in Controlled Portfolio Companies	Industry	Shares		Cost		Fair Value (1)
Preferred Equity—3.9%
Grand Prix Holdings, LLC Series A, 12.00% (Innkeepers USA)	Hotels, Motels, Inns & Gaming	$	2,989,431	$	74,736	$	74,736
Common Equity—9.1%
Grand Prix Holdings, LLC (Innkeepers USA)	Hotels, Motels, Inns & Gaming		17,335,834	$	172,664	$	172,256
Total Investments in Controlled Portfolio Companies—13.0%				$	247,400	$	246,992
Total Investments				$	3,386,447	$	3,233,548
		Par Amount *
Cash Equivalents—21.3%
U.S. Treasury Bill, 1.075%, 6/19/08	Government	$	405,000	$	404,063	$	403,898
Total Investments & Cash Equivalents—191.7% (8)				$	3,790,510	$	3,637,446
Liabilities in Excess of Other Assets—(91.7%)							(1,739,538	)
Net Assets—100.0%						$	1,897,908

_______________________

(1)	Fair value is determined by or under the direction of the Board of Directors of the Company (see Note 2).

(2)	Denominated in Euro (€).

(3)	The Company is the sole Limited Partner in GS Prysmian Co-Invest L.P.

(4)	Denominated in Canadian dollars.

(5)

Represent floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the LIBOR (London Inter-bank Offered Rate), EURIBOR (Euro Inter-bank Offered Rate), GBP LIBOR (London Inter-bank Offered Rate for British Pounds), or the prime rate. At March 31, 2008, the range of interest rates on floating rate bank debt was 7.67% – 12.38%.

(6)	Position is held across five US Dollar-denominated tranches with varying yields.

(7)	Position is held across three Euro-denominated tranches with varying yields.

(8)	Aggregate gross unrealized appreciation for federal income tax purposes is $160,652; aggregate gross unrealized depreciation for federal income tax purposes is $321,299. Net unrealized appreciation is $160,647 based on a tax cost of $3,798,093.

¨	These securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.

*	Denominated in USD unless otherwise noted.

**	Non-income producing security

***	Non-accrual status

See notes to financial statements.

S-41

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

Industry Classification	Percentage at March 31, 2008
Hotels, Motels, Inns and Gaming	7.6%
Financial Services	7.0%
Oil & Gas	6.4%
Education	5.7%
Business Services	5.0%
Industrial	4.6%
Retail	4.4%
Insurance	4.0%
Diversified Service	3.9%
Environmental	3.9%
Consumer Products	3.7%
Manufacturing	3.7%
Transportation	3.6%
Healthcare	3.5%
Leisure Equipment	3.3%
Building Products	2.9%
Packaging	2.3%
Publishing	2.2%
Telecommunications	2.2%
Media	2.2%
Consumer Services	2.0%
Direct Marketing	1.9%
Grocery	1.8%
Machinery	1.7%
Cable TV	1.6%
Electronics	1.6%
Agriculture	1.3%
Consumer Finance	1.2%
Market Research	1.2%
Distribution	1.1%
Utilities	0.8%
Chemicals	0.8%
Beverage, Food, & Tobacco	0.5%
Infrastructure	0.3%
Rental Equipment	0.1%
Total Investments		100.0%

See notes to financial statements.

S-42

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited)

(in thousands except share and per share amounts)

Note 1. Organization

Apollo Investment Corporation ("Apollo Investment", the "Company", or "We"), a Maryland corporation organized on February 2, 2004, is a closed-end, non-diversified management investment company that has filed an election to be treated as a business development company ("BDC") under the Investment Company Act of 1940. In addition, for tax purposes we have elected to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in middle-market companies in the form of mezzanine and senior secured loans, each of which may include an equity component, and, to a lesser extent, by making direct equity investments in such companies.

Apollo Investment commenced operations on April 8, 2004 receiving net proceeds of $870,000 from its initial public offering selling 62 million shares of common stock at a price of $15.00 per share.

Note 2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

Our financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-K and Regulation S-X, as appropriate. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements have been included.

The significant accounting policies consistently followed by Apollo Investment are:

(a) Security transactions are accounted for on the trade date;

(b) Under procedures established by our Board of Directors, we value investments, including certain subordinated debt, senior secured debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We typically obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. From time to time, we may also utilize independent third party valuation firms to assist us in determining fair value if and when such market quotations are deemed not to represent fair value. Investments purchased within 60 days of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximates value. Debt and equity securities that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our Board of Directors. Such determination of fair values may involve subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are not deemed to represent fair value, our board of directors has approved a multi-step valuation process each quarter, as described below:

(1) our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals responsible for the portfolio investment;

S-43

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

(2) preliminary valuation conclusions are then documented and discussed with our senior management;

(3) independent valuation firms engaged by our board of directors conduct independent appraisals and review management’s preliminary valuations and their own independent assessment;

(4) the audit committee of our board of directors reviews the preliminary valuation of our investment adviser and that of the independent valuation firms and responds and supplements the valuation recommendation of the independent valuation firm to reflect any comments; and

SFAS No. 157 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level 3: Unobservable inputs for the asset or liability.

(d) Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Origination and/or commitment fees associated with debt investments in portfolio companies are accreted into interest income over the respective terms of the applicable loans. Upon the prepayment of a loan or

S-44

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

debt security, any prepayment penalties and unamortized loan origination and/or commitment fees are recorded as interest income. Structuring fees are recorded as other income when earned.

(e) Apollo Investment intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it from substantially all Federal income taxes. Apollo Investment, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. Apollo Investment will accrue excise tax on estimated excess taxable income as required.

(f) Bok and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified among the Company's capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America.

(g) Dividends and distributions to common stockholders are recorded as of record date. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed or deemed distributed at least annually.

(h) In accordance with Regulation S-X and the AICPA Audit and Accounting Guide for Investment Companies, the Company does not consolidate its interest in any company other than in investment company subsidiaries and controlled operating companies substantially all of whose business consists of providing services to the Company. Consequently, the Company does not consolidate special purpose entities through which it holds investments subject to financing with third parties. See note 6.

(i) The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. The Company's investments in foreign securities may involve certain risks such as foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.

(j) The Company may enter into forward exchange contracts in order to hedge against foreign currency risk. These contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when contracts are settled.

(k) The Company records origination expenses related to its multi-currency revolving credit facility as prepaid assets. These expenses are deferred and amortized using the straight-line method over the stated life of the facility.

(l) The Company records registration expenses related to Shelf filings as prepaid assets. These expenses are charged as a reduction of capital upon utilization, in accordance with the AICPA Audit and Accounting Guide for Investment Companies.

(m) Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and in management's judgment, are likely to remain current.

S-45

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

(n) In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. ("FIN") 48, Accounting for Uncertainty in Income Taxes. FIN 48 is effective for financial statements issued for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation requires recognition of the impact of a tax position if that position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In addition, FIN 48 provides measurement guidance whereby a tax position that meets the more-likely-than-not recognition threshold is calculated to determine the amount of benefit to recognize in the financial statements. The adoption of FIN 48 did not have a material impact on the Company's financial condition or results of operations. If the tax law requires interest and/or penalties to be paid on an underpayment of income taxes, interest and penalties will be classified as income taxes on our financial statements, if applicable.

(o) In February 2007, the Financial Accounting Standards Board ("FASB") issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB No. 115. This statement permits an entity to choose to measure many financial instruments and certain other items at fair value. This statement applies to all reporting entities, and contains financial statement presentation and disclosure requirements for assets and liabilities reported at fair value as a consequence of the election. This statement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company did not elect fair value measurement for assets or liabilities other than portfolio investments, which are already measured at fair value, therefore, the adoption of this statement did not impact the Company's consolidated financial position or its results of operations.

Note 3. Agreements

Apollo Investment has an Investment Advisory and Management Agreement with the Investment Adviser, Apollo Investment Management, L.P., under which the Investment Adviser, subject to the overall supervision of Apollo Investment's Board of Directors, will manage the day-to-day operations of, and provide investment advisory services to, Apollo Investment. For providing these services, the Investment Adviser receives a fee from Apollo Investment, consisting of two components—a base management fee and an incentive fee. The base management fee is determined by taking the average value of Apollo Investment's gross assets at the end of the two most recently completed calendar quarters calculated at an annual rate of 2.00%. The incentive fee has two parts, as follows: one part is calculated and payable quarterly in arrears based on Apollo Investment's pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus Apollo Investment's operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income does not include any realized capital gains computed net of all realized capital losses and unrealized capital depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of Apollo Investment's net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7% annualized). Our net investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to calculate the 2% base management fee. Apollo Investment pays the Investment Adviser an incentive fee with respect to Apollo Investment's pre-incentive fee net investment income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which Apollo Investment's pre-incentive fee net investment income does not exceed the hurdle rate; (2) 100% of Apollo Investment's pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter; and (3) 20% of the amount of Apollo Investment's pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter. These calculations are appropriately pro rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory and Management Agreement, as-of the termination date), commencing on December 31,

S-46

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

2004, and will equal 20% of Apollo Investment's cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment basis at the end of each calendar year) and all capital gains upon which prior performance-based capital gains incentive fee payments were previously made to the advisor.

For the three months ended June 30, 2008 and June 30, 2007, the Investment Adviser received $16,022 and $12,996, respectively, in base investment advisory and management fees and $11,578 and $10,835, respectively, in performance-based incentive fees from Apollo Investment.

Apollo Investment has also entered into an Administration Agreement with Apollo Investment Administration, LLC (the "Administrator") under which the Administrator provides administrative services for Apollo Investment. For providing these services, facilities and personnel, Apollo Investment reimburses the Administrator for Apollo Investment's allocable portion of overhead and other expenses incurred by Apollo Administration in performing its obligations under the Administration Agreement, including rent and Apollo Investment's allocable portion of its chief financial officer and chief compliance officer and their respective staffs. The Administrator will also provide, on Apollo Investment's behalf, managerial assistance to those portfolio companies to which Apollo Investment is required to provide such assistance.

For the three months ended June 30, 2008 and June 30, 2007, the Administrator was reimbursed $1,778 and $1,408, respectively, from Apollo Investment on the $1,868 and $1,461, respectively, of expenses accrued under the Administration Agreement.

On April 14, 2005, Apollo Investment entered into an $800,000 Senior Secured Revolving Credit Agreement (the "Facility"), among Apollo Investment, the lenders party thereto and JPMorgan Chase Bank, N.A. ("JPMorgan"), as administrative agent for the lenders. Effective December 29, 2005, lenders provided additional commitments in the amount of $100,000, increasing the total facility size to $900,000 on the same terms and conditions as the existing commitments. On March 31, 2006, Apollo Investment Corporation amended and restated its $900,000 senior secured, multi-currency, revolving credit facility due April 14, 2010. The amended Facility increased total commitments outstanding to $1,250,000 and extended the maturity date to April 13, 2011. The amended Facility also permits Apollo to seek additional commitments from new and existing lenders in the future, up to an aggregate amount not to exceed $2,000,000. In February 2007, Apollo Investment increased total commitments to $1,700,000 under the Facility with the same terms. Pricing remains at 100 basis points over LIBOR. The Facility is used to supplement Apollo's equity capital to make additional portfolio investments and for general corporate purposes. From time to time, certain of the lenders provide customary commercial and investment banking services to affiliates of Apollo Investment. JPMorgan also serves as custodian and fund accounting agent for Apollo Investment.

Note 4. Net Asset Value Per Share

At June 30, 2008, the Company's total net assets and net asset value per share were $2,264,903 and $15.93, respectively. This compares to total net assets and net asset value per share at March 31, 2008 of $1,897,908 and $15.83, respectively.

Note 5. Earnings Per Share

The following information sets forth the computation of basic and diluted earnings per share for the three months ended June 30, 2008 and June 30, 2007, respectively:

	Three months ended
	June 30, 2008		__________	June 30, 2007
Numerator for increase (decrease) in net assets per share:	$	71,840		$	177,722
Denominator for basic and diluted weighted average shares:		131,180,264			103,520,705
Basic and diluted net increase (decrease) in net assets per share resulting from operations:	$	0.55		$	1.72

S-47

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

Note 6. Investments

AIC Credit Opportunities Fund LLC—We own all of the common member interests in AIC Credit Opportunity Fund LLC, ("AIC Holdco") which was formed for the purpose of holding various financed investments. Effective in June 2008, we invested $39,500 in a special purpose entity wholly owned by AIC Holdco, AIC (FDC) Holdings LLC ("Apollo FDC"), which was used to purchase a Junior Profit-Participating Note due 2013 in principal amount of $39,500 (the "Junior Note") from Apollo I Trust (the "Trust"). The Trust also issued a Senior Floating Rate Note due 2013 (the "Senior Note") to an unaffiliated third party ("FDC Counterparty") in principal amount of $39,500 paying interest at Libor plus 1.50%, increasing over time to Libor plus 2.0%. The Trust used the aggregate $79,000 proceeds to acquire $100,000 face value of a senior subordinated interim loan of First Data Corporation (the " First Data Reference Obligation"). The Junior Note generally entitles Apollo FDC to the net interest and other proceeds due under the FDC Reference Obligation after payment of interest due under the Senior Notes, as described above. In addition, Apollo FDC is entitled to 100% of any realized appreciation in the FDC Reference Obligation and, since the Senior Note is a non-recourse obligation, is exposed up to the amount of equity used by AIC Holdco to fund the purchase of the Junior Note plus any additional margin Apollo decides to post, if any, during the term of the financing.

Through AIC Holdco, effective in June 2008, we also invested $11,375 in a special purpose entity, AIC (TXU) Holdings LLC ("Apollo TXU") which acquired exposure to $50,000 notional amount of a Libor plus 3.5% senior secured delayed draw term loan of Texas Competitive Electric Holdings ("TXU") through a non-recourse total return swap with an unaffiliated third party expiring on October 10, 2013 and pursuant to which Apollo TXU pays interest at Libor plus 1.5% and generally receives all proceeds due under the delayed draw term loan of TXU (the "TXU Reference Obligation"). Like Apollo FDC, Apollo TXU is entitled to 100% of any realized appreciation in the TXU Reference Obligation and, since the total return swap is a non-recourse obligation, is exposed up to the amount of equity used by AIC Holdco to fund the investment in the total return swap, plus any additional margin Apollo decides to post, if any, during the term of the financing.

Pursuant to applicable investment company accounting, we do not consolidate AIC Holdco or either of Apollo FDC or Apollo TXU and accordingly only the value of our investments in them is included on our balance sheet. The Senior Note and total return swap are non-recourse to AIC Holdco, its subsidiaries and the Company and have standard events of default including failure to pay contractual amounts when due and failure by each of the underlying Apollo counterparties to provide additional credit support if the value of the FDC Reference Obligation or the TXU Reference Obligation, as applicable, declines below specified levels. The Company may unwind either transaction at any time.

Investments and cash equivalents consisted of the following as of June 30, 2008 and June 30, 2007.

	June 30, 2008				June 30, 2007
	Cost		Fair Value		Cost		Fair Value
Subordinated Debt/Corporate Notes	$	1,974,807	$	1,785,105	$	1,557,368	$	1,603,530
Preferred Equity		176,158		217,855		175,878		185,146
Common Equity/Partnership Interests		405,593		529,499		244,823		452,286
Warrants		2,092		12,332		3,514		11,435
Bank Debt/Senior Secured Loans		848,368		764,073		652,796		636,487
Cash Equivalents		896,445		896,425		741,518		741,517
Totals	$	4,303,463	$	4,205,289	$	3,375,897	$	3,630,401

At June 30, 2008, our investments and cash equivalents were categorized as follows in the fair value hierarchy for SFAS No. 157 purposes:

S-48

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

	Fair Value Measurement at Reporting Date Using:
Description	June 30, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash Equivalents	$	896,425	$	896,425	$	—	$	—

Total Investments	$	3,308,864	$	—	$	—	$	3,308,864

Total Investments and Cash Equivalents	$	4,205,289	$	896,425	$	—	$	3,308,864

The Company recognized no gain or loss as a result of the adoption of SFAS No. 157. The following chart shows the components of change in our investments and cash equivalents categorized as Level 3, for the three months ended June 30, 2008.

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Beginning Balance, March 31, 2008	$	3,233,548
Total realized gains/losses included in earnings		(29,236	)
Total unrealized gains/losses included in earnings		54,745
Purchases, including capitalized PIK interest (1)		139,991
Sales		(90,184	)
Transfer in and/or out of Level 3		—
Ending Balance, June 30, 2008	$	3,308,864
The amount of total gains/(losses) for the period included in earnings attributable to the change in unrealized gains/(losses) relating to our Level 3 assets still held at the reporting date and reported within the net change in unrealized gains/(losses) on investments in our Statement of Operations	$	24,386

__________________________

(1) Includes amortization of approximately $8,643

Note 7. Foreign Currency Transactions and Translations

At June 30, 2008, the Company had outstanding non-US borrowings on its $1,700,000 multicurrency revolving credit facility denominated in euros, pounds sterling, and Canadian dollars. Unrealized appreciation or depreciation on these outstanding borrowings is indicated in the table below:

Foreign Currency	Local Currency		Original Borrowing Cost		Current Value		Reset Date	Unrealized Appreciation (Depreciation)
Euro	€	3,500	$	5,513	$	5,514	7/03/2008	$	(2	)
British Pound	£	10,000		19,916		19,902	7/03/2008		14
British Pound	£	35,700		72,891		71,048	7/07/2008		1,842
British Pound	£	2,000		3,928		3,980	7/16/2008		(52	)
Euro	€	1,000		1,463		1,576	7/18/2008		(113	)
Euro	€	112,000		150,802		176,462	7/28/2008		(25,659	)
Canadian Dollar	$C	17,000		16,096		16,756	8/13/2008		(660	)
British Pound	£	2,500		4,957		4,975	8/13/2008		(18	)
Canadian Dollar	$C	29,700		25,161		29,274	8/20/2008		(4,113	)
Euro	€	42,500		56,599		66,961	8/21/2008		(10,362	)
Euro	€	2,000		2,961		3,151	8/28/2008		(190	)
Canadian Dollar	$C	22,500		19,189		22,177	9/05/2008		(2,988	)
Euro	€	3,000		4,037		4,727	9/10/2008		(690	)
Euro	€	3,500		5,025		5,514	9/18/2008		(489	)
British Pound	£	6,750		13,265		13,434	9/30/2008		(168	)

S-49

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

Foreign Currency		Local Currency				Original Borrowing Cost				Current Value				Reset Date		Unrealized Appreciation (Depreciation)
						$	401,803			$	445,451					$	(43,648	)

Foreign Currency	Local Currency			Original Borrowing Cost	Current Value		Reset Date	Unrealized Appreciation (Depreciation)
British Pound	£	35,700	$	72,891	$	70,954	4/07/2008	$	1,937
British Pound	£	2,000		3,928		3,975	4/16/2008		(47	)
Euro	€	1,000		1,463		1,584	4/18/2008		(121	)
Euro	€	112,000		150,802		177,469	4/28/2008		(26,667	)
Canadian Dollar	$C	17,000		16,096		16,568	5/13/2008		(472	)
British Pound	£	2,500		4,957		4,969	5/13/2008		(12	)
Canadian Dollar	$C	29,700		25,161		28,946	5/20/2008		(3,785	)
Euro	€	42,500		56,599		67,343	5/21/2008		(10,744	)
Euro	€	2,000		2,961		3,169	5/28/2008		(208	)
Canadian Dollar	$C	22,500		19,189		21,929	6/05/2008		(2,740	)
Euro	€	3,000		4,037		4,754	6/10/2008		(717	)
Euro	€	3,500		5,025		5,546	6/18/2008		(521	)
British Pound	£	6,750		13,266		13,416	6/30/2008		(150	)
			$	376,375	$	420,622		$	(44,247	)

Note 8. Expense Offset Arrangement

The Company benefits from an expense offset arrangement with JPMorgan Chase Bank, N.A. ("custodian bank") whereby the Company earns credits on any uninvested US dollar cash balances held by the custodian bank. These credits are applied by the custodian bank as a reduction of the monthly custody fees charged to the Company. The total amount of credits earned during the three months ended June 30, 2008 and June 30, 2007 are $86 and $61, respectively.

Note 9. Cash Equivalents

Note 10. Repurchase Agreements

S-50

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

ensure that the value, plus accrued interest, is at least equal to the repurchase price. In the event of default of the obligor to repurchase, the Company has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Under certain circumstances, in the event of default or bankruptcy by the counterparty to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings. There were no repurchase agreements outstanding at June 30, 2008 or March 31, 2008.

Note 11. Financial Highlights

The following is a schedule of financial highlights for the three months ended June 30, 2008 and the year ended March 31, 2008:

	For the Three Months Ended June 30, 2008			Year Ended March 31, 2008
Per Share Data:
Net asset value, beginning of period	$	15.83		$	17.87
Net investment income		0.35			1.82
Net realized and unrealized gain (loss)		0.20			(1.90	)
Net increase (decrease) in net assets resulting from operations		0.55			(0.08	)
Dividends to stockholders(1)		(0.56	)		(2.06	)
Effect of anti-dilution		0.11			0.10
Offering costs		—			—
Net asset value at end of period	$	15.93		$	15.83
Per share market value at end of period	$	14.33		$	15.83
Total return(2)		(6.37	%)		(17.50	%)
Shares outstanding at end of period		142,221,335			119,893,835
Ratio/Supplemental Data:
Net assets at end of period (in millions)	$	2,264.9		$	1,897.9
Ratio of net investment income to average net assets		2.22	%		9.85	%
Ratio of operating expenses to average net assets*		1.48	%		4.92	%
Ratio of credit facility related expenses to average net assets		0.67	%		2.73	%
Ratio of total expenses to average net assets*		2.15	%		7.65	%
Average debt outstanding	$	1,138,105		$	882,775
Average debt per share	$	8.68		$	7.88
Portfolio turnover ratio		2.7	%		24.2	%

_______________________

(1)	Dividends and distributions are determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under accounting principles generally accepted in the United States of America.

(2)	Total return is based on the change in market price per share during the respective periods. Total return also takes into account dividends and distributions, if any, reinvested in accordance with the Company's dividend reinvestment plan. Total return is not annualized.

*	The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is 1.47% and 2.14%, respectively, at June 30, 2008, inclusive of the expense offset arrangement (see Note 8). At March 31, 2008, the ratios were 4.91% and 7.649% respectively.

Class and Year		T otal Amount Outstanding (1)	Asset Coverage Per Unit(2)	Involuntary Liquidating Preference Per Unit(3)	Average Market Value Per Unit(4)
Revolving Credit Facility

S-51

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

Fiscal 2009 (through June 30, 2008)	$	965,689	$	3,345	$	—	N/A
Fiscal 2008		1,639,122		2,158		—	N/A
Fiscal 2007		492,312		4,757		—	N/A
Fiscal 2006		323,852		4,798		—	N/A
Fiscal 2005		0		0		—	N/A

________________________

(1)	Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

(3)	The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.

(4)	Not applicable, as senior securities are not registered for public trading.

Note 12. Credit Agreement and Borrowings

Under the terms of the amended and restated Credit Agreement dated March 31, 2006 (the "Facility"), the lenders agreed to extend credit to Apollo Investment in an aggregate principal or face amount not exceeding $1,250,000 at any one time outstanding. The amended Facility also permits Apollo Investment to seek additional commitments from new and existing lenders in the future, up to an aggregate amount not to exceed $2,000,000. In February 2007, we increased total commitments to $1,700,000. The Facility is a five-year revolving facility (with a stated maturity date of April 14, 2011) and is secured by substantially all of the assets in Apollo Investment's portfolio, including cash and cash equivalents. Pricing is set at 100 basis points over LIBOR. The Facility contains affirmative and restrictive covenants, including: (a) periodic financial reporting requirements, (b) maintaining minimum stockholders' equity of the greater of (i) 40% of the total assets of Apollo Investment and its subsidiaries as at the last day of any fiscal quarter and (ii) the sum of (A) $400,000 plus (B) 25% of the net proceeds from the sale of equity interests in Apollo Investment after the closing date of the Facility, (c) maintaining a ratio of total assets, less total liabilities (other than indebtedness) to total indebtedness, in each case of Apollo Investment and its subsidiaries, of not less than 2.0:1.0, (d) maintaining minimum liquidity, (e) limitations on the incurrence of additional indebtedness, (f) limitations on liens, (g) limitations on investments (other than in the ordinary course of Apollo Investment's business), (h) limitations on mergers and disposition of assets (other than in the normal course of Apollo Investment's business activities) and (i) limitations on the creation or existence of agreements that permit liens on properties of Apollo Investment's subsidiaries. In addition to the asset coverage ratio described in clause (c) of the preceding sentence, borrowings under the Facility (and the incurrence of certain other permitted debt) are subject to compliance with a borrowing base that applies different advance rates to different types of assets in Apollo Investment's portfolio. The Facility currently provides for the ability of Apollo Investment to seek additional commitments from lenders in an aggregate amount of up to $300,000. The Facility is used to supplement Apollo Investment's equity capital to make additional portfolio investments and for other general corporate purposes.

The average debt outstanding on the credit facility was $882,775 and $580,209 for the fiscal years ended March 31, 2008 and 2007, respectively. The weighted average annual interest cost for the fiscal year ended March 31, 2008 was 5.96%, exclusive of 0.36% for commitment fees and for other prepaid expenses related to establishing the credit facility. The weighted average annual interest cost for the fiscal year ended March 31, 2007 was 5.48%, exclusive of 0.44% for commitment fees and for other prepaid expenses related to establishing the Facility. This weighted average annual interest cost reflects the average interest cost for all borrowings, including EURIBOR, CAD LIBOR, GBP LIBOR and USD LIBOR. The maximum amount borrowed during the three months ended June 30, 2008 and 2007 was $1,647,243 and $791,384, respectively, at value. The remaining capacity under the facility was $734,311 at June 30, 2008. At June 30, 2008, the Company was in compliance with all financial and operational covenants required by the Facility.

S-52

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)

(in thousands except share and per share amounts)

Note 13. Commitments and Contingencies

The Company has the ability to issue standby letters of credit through its revolving credit facility. As of June 30, 2008 and June 30, 2007, the Company had issued through JPMorgan Chase Bank, N.A. standby letters of credit totaling $14,435 and $0, respectively.

On May 20, 2008, the Company provided a $90,000 commitment to Clothesline Holdings, Inc. and Clothesline Acquisition Corporation (entities owned and controlled by Lehman Brothers Merchant Banking Partners IV L.P.) to purchase a tranche of senior subordinated notes to fund a portion of the acquisition by way of merger (the "Acquisition") of Angelica Corporation ("Angelica"). On July 29, 2008, Angelica's shareholders approved the Acquisition. On August 4, 2008, the transaction closed and we invested $60,000 in senior subordinated notes and $6,000 in common equity. An additional $25,000 of senior subordinated notes were syndicated to a third party.

S-53

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Apollo Investment Corporation

We have reviewed the accompanying statements of assets and liabilities of Apollo Investment Corporation (the "Company") as of June 30, 2008 and March 31, 2008, including the schedules of investments, the related statements of operations for the three month periods ended June 30, 2008 and June 30, 2007, and of cash flows for the three month periods ended June 30, 2008 and June 30, 2007 and the statements of changes in net assets for the three month period ended June 30, 2008 and for the year ended March 31, 2008. These interim financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statement of assets and liabilities as of March 31, 2008, and the related statements of operations, of cash flows and of changes in net assets for the year then ended, and in our report dated May 28, 2008 we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying statement of assets and liabilities as of March 31, 2008, is fairly stated in all material respects in relation to the financial statements from which it has been derived.

[ ]

New York, New York

August 6, 2008

S-54

________Shares

Common Stock

PRELIMINARY PROSPECTUS SUPPLEMENT

_____________, 200_

_________

[______________]

Part C

Other Information

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

(1) Financial Statements

The following statements of Apollo Investment Corporation (the "Company" or the "Registrant") are included in Part A of this Registration Statement:

Report of Independent Registered Public Accounting Firm	F-2

Statement of Assets and Liabilities as of March 31, 2008 and March 31, 2007	F-3

Statement of Operations for the years ended March 31, 2008, March 31, 2007 and March 31, 2006	F-4

Statement of Changes in Net Assets for the years ended March 31, 2008, March 31, 2007 and March 31, 2006	F-5

Statement of Cash Flows for the years ended March 31, 2008, March 31, 2007 and March 31, 2006	F-6

Schedule of Investments as of March 31, 2008 and March 31, 2007	F-7

Notes to Financial Statements	F-20

Statement of Assets and Liabilities as of June 30, 2008 and March 31, 2008	S-26

Statement of Operations for the three months ended June 30, 2008 and June 30, 2007	S-27

Statement of Changes in Net Assets for the three months ended June 30, 2008 and the year ended March 31, 2008	S-28

Statement of Cash Flows for the three months ended June 30, 2008 and June 30, 2007	S-29

Schedule of Investments as of June 30, 2008	S-30

Schedule of Investments as of March 31, 2008	S-36

Notes to Financial Statements	S-43

Report of Independent Registered Public Accountant Firm	S-54

(2) Exhibits

(a)(1)	Articles of Amendment(1)

(a)(2)	Articles of Amendment and Restatement(2)

(b)(2)	Amended and Restated By-laws(2)

C-1

(c)	Not applicable

(d)(1)	Form of Stock Certificate (3)

(d)(2)	Form of Indenture(1)

(e)	Dividend Reinvestment Plan (3)

(f)	Not applicable

(g)	Investment Advisory and Management Agreement between Registrant and Apollo Investment Management, L.P. (2)

(h)	Form of Underwriting Agreement(4)

(i)	Not applicable

(j)	Form of Custodian Agreement (2)

(k)(1)	Transfer Agency and Service Agreement (2)

(k)(2)	Administration Agreement between Registrant and Apollo Investment Administration, LLC (2)

(k)(3)	License Agreement between the Registrant and Apollo Management, L.P. (2)

(l)	Opinion and Consent of Venable LLP, special Maryland counsel for Registrant (5)

(m)	Not applicable

(n)	Independent Registered Public Accounting Firm Consent (5)

(o)	Not applicable

(p)	Not applicable

(q)	Not applicable

(r)(1)	Code of Ethics of Apollo Investment (6)

(r)(2)	Code of Ethics of Investment Adviser(6)

___________________________

(1)	Incorporated by reference to the corresponding exhibit number to the Registrant's pre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended (333-124007), on Form N-2, filed on June 20, 2005.

(2)	Incorporated by reference to the corresponding exhibit number to the Registrant's pre-effective Amendment No. 3 to the Registration Statement under the Securities Act of 1933, as amended (333-112591), on Form N-2, filed on April 1, 2004.

(3)	Incorporated by reference to the corresponding exhibit number to the Registrant's pre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended (333-112591), on Form N-2, filed on March 12, 2004.

(4)	Incorporated by reference to the corresponding exhibit number to the Registrant's post-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended (333-145804), on Form N-2, filed on September 14, 2007.

(5)	To be filed by amendment.

(6)	Filed herewith.

ITEM 26. MARKETING ARRANGEMENTS

The information contained under the heading "Plan of Distribution" in this Registration Statement is incorporated herein by reference and any information concerning any underwriters for a particular offering will be contained in the prospectus supplement related to that offering.

C-2

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses to be incurred in connection with the offering described in this registration statement:

Registration and filing fees	$
Nasdaq Stock Market Listing Fee	$
Printing (other than certificates)	$
Accounting fees and expenses related to the offering	$
Legal fees and expenses related to the offering	$
FINRA fee	$
Miscellaneous (e.g. travel) related to the offering	$
Total	$

(1)	These amounts are estimates.

All of the expenses set forth above shall be borne by us.

*	The total filing fee we paid in connection with this registration statement was $58,950, which included $12,084.37 previously paid in relation to the Registrant's registration statement No. 333-145804.

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

The following list sets forth each of the companies considered to be “controlled” by us as defined by the Investment Company Act of 1940.

Name of Entity
and Place of Jurisdiction	% of Voting Securities Owned

AIC Credit Opportunities Fund LLC (Delaware)	100%	(1)
AIC (FDC) Holdings LLC (Delaware)	100%	(1), (2)
AIC (TXU) Holdings LLC (Delaware)	100%	(1), (2)
Apollo Asset Management (Delaware)	100%	(3)
Grand Prix Holdings, LLC (Delaware)		*

1. This entity is not consolidated for purposes of financial reporting.

2. Wholly-owned by AIC Credit Opportunities Fund LLC

3. Wholly-owned, non-operational entity.

* One of our portfolio companies of which we own more than 25% of the voting securities.

C-3

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

The following table sets forth the approximate number of record holders of our common stock at September 19, 2008.

Title of Class		Number of Record Holders
Common stock, $0.001 par value per share		103

ITEM 30. INDEMNIFICATION

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision which eliminates directors' and officers' liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.

Our charter authorizes us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. Our bylaws obligate us, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made a party to the proceeding by reason of his service in that capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of us in any of the capacities described above and any of our employees or agents or any employees or agents of our predecessor. In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Maryland law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or

C-4

omission was unlawful. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Investment Advisory and Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Apollo Investment Management, L.P. (the "Adviser") and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Apollo Investment for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser's services under the Investment Advisory and Management Agreement or otherwise as an investment adviser of Apollo Investment.

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Apollo Investment Administration, LLC and its officers, manager, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of Apollo Investment Administration, LLC's services under the Administration Agreement or otherwise as administrator for Apollo Investment.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Apollo Investment pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of Apollo Investment in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

A description of any other business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing director, director or executive officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled "Management." Additional information regarding the Adviser and its officers and directors is set forth in its Form ADV, as filed with the SEC (SEC File No. 801-62840), and is incorporated herein by reference.

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:

(1)

the Registrant, Apollo Investment Corporation, 9 West 57th Street, New York, NY 10019;

(2)

the Transfer Agent, American Stock Transfer and Trust Company, 59 Maiden Lane, New York, NY 10007;

(3)

the Custodian, JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017;

(4)

the Adviser, Apollo Investment Management, L.P., 9 West 57th Street, New York, NY 10019; and

(5)

the Trustee, JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017.

C-5

ITEM 33. MANAGEMENT SERVICES

Not Applicable.

ITEM 34. UNDERTAKINGS

(1) The Registrant hereby undertakes to suspend the offering of its units until it amends its prospectus if (a) subsequent to the effective date of its registration statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of the Registration Statement or (b) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

(2) Not applicable.

(3) Not applicable.

(4) The Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the 1933 Act;

(ii) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

(d) That, for the purpose of determining liability under the 1933 Act to any purchaser, if the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; PROVIDED, HOWEVER, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That, for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

C-6

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act;

(2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(5) (a) For the purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497 (h) under the Securities Act of 1933 shall be deemed to be part of the Registration Statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Statement of Additional Information.

C-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 7th day of October 2008.

			APOLLO INVESTMENT CORPORATION

			By:	/s/ JOHN J. HANNAN
				John J. Hannan Chief Executive Officer and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form N-2 has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ John J. Hannan John J. Hannan	Chairman of the Board, Chief Executive Officer, Director (principal executive officer)	October 7, 2008

/s/ Richard L. Peteka Richard L. Peteka	Chief Financial Officer and Treasurer (principal financial and accounting officer)	October 7, 2008

/s/ James C. Zelter James C. Zelter	President and Chief Operating Officer	October 7, 2008

/s/ Claudine B. Malone Claudine B. Malone	Director	October 7, 2008

/s/ Frank C. Puleo Frank C. Puleo	Director	October 7, 2008

/s/ Carl Spielvogel Carl Spielvogel	Director	October 7, 2008

/s/ Elliot Stein, Jr. Elliot Stein, Jr.	Director	October 7, 2008

/s/ Bradley J. Wechsler Bradley J. Wechsler	Director	October 7, 2008

EXHIBIT INDEX

Exhibit	Document

Ex-99.(R)(1)	Code of Ethics of Apollo Investment
Ex-99.(R)(2)	Code of Ethics of Investment Adviser

	Amount Being Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee

Title of Securities Being Registered
Common Stock, $0.001 par value(2)
Preferred Stock, $0.001 par value(2)
Warrants(3)
Debt Securities(4)
Total(5)			$1,000,000,000 (1)	$39,300 (1)

Stockholder transaction expenses:
Sales load (as a percentage of offering price)	— (1)
Offering expenses (as a percentage of offering price)	—(2)
Total common stockholder transaction expenses (as a percentage of offering price)	— (3)
Annual expenses (as percentage of net assets attributable to common stock)(4):
Management fees	3.15%(5)
Incentive fees payable under investment advisory and management agreement (20% of pre-incentive fee net investment income in excess of hurdle and 20% of net realized capital gains net of gross unrealized capital losses)	1.60%(6)
Other expenses	0.54%(7)
Interest and other credit facility related expenses on borrowed funds	2.94%(8)
Total annual expenses (9)	8.23%(5),(6),(7),(8)

	For the Year Ended March 31, (dollar amounts in thousands, except per share data)							For the Period April 8, 2004* through
Statement of Operations Data:	2008			2007		2006		March 31, 2005
Total Investment Income	$	357,878		$	266,101	$	152,827	$	47,833
Net Expenses (including taxes)	$	156,272		$	140,783	$	63,684	$	22,380
Net Investment Income	$	201,606		$	125,318	$	89,143	$	25,453
Net Realized and Unrealized Gains (Losses)	$	(235,044	)	$	186,848	$	31,244	$	18,692
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(33,438	)	$	312,166	$	120,387	$	44,145
Per Share Data:
Net Asset Value	$	15.83		$	17.87	$	15.15	$	14.27
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(0.30	)	$	3.64	$	1.90	$	0.71
Distributions Declared	$	2.070		$	1.930	$	1.630	$	0.485
Balance Sheet Data:
Total Assets	$	3,724,324		$	3,523,218	$	2,511,074	$	1,733,384

Estimated annual expenses (as percentage of total assets):
Management fees	2.00 %(1)
Incentive fees payable under investment advisory and management agreement (20% of pre-incentive feenet investment income in excess of hurdle and 20% of net realized capital gains, net of grossunrealized capital losses)	0.82 %(2)
Other expenses	0.27 %(3)
Interest and other credit facility related expenses on borrowed funds	1.50 %(4)
Total annual expenses as a percentage of total assets	4.59%(1) (2) (3) (4)

	Closing Sales Price			Premium or Discount of High Sales Price to NAV(2)	Premium or Discount of Low Sales Price to NAV(2)
	NAV(1)	High	Low			Declared Dividends

	Declared Dividends
Fiscal Year Ended March 31, 2008
Fourth Fiscal Quarter	$ 0.520
Third Fiscal Quarter	$ 0.520
Second Fiscal Quarter	$ 0.520
First Fiscal Quarter	$ 0.510
Fiscal Year Ended March 31, 2007
Fourth Fiscal Quarter	$ 0.510
Third Fiscal Quarter	$ 0.500
Second Fiscal Quarter	$ 0.470
First Fiscal Quarter	$ 0.450
Fiscal Year Ended March 31, 2006
Fourth Fiscal Quarter	$ 0.450
Third Fiscal Quarter	$ 0.440
Second Fiscal Quarter	$ 0.430
First Fiscal Quarter	$ 0.310
Fiscal Year Ended March 31, 2005
Fourth Fiscal Quarter	$ 0.260
Third Fiscal Quarter	$ 0.180
Second Fiscal Quarter	$ 0.045
First Fiscal Quarter (period from April 8, 2004* to June 30, 2004)	—

Borrowings Outstanding	$	1,639,122		$	492,312		$	323,852		$	0
Total Net Assets	$	1,897,908		$	1,849,748		$	1,229,855		$	892,886
Other Data:
Total Return(1)		(17.5	)%		31.7	%		12.9	%		15.3	%
Number of Portfolio Companies at Period End		71			57			46			35
Total Portfolio Investments for the Period	$	1,755,913		$	1,446,730		$	1,110,371		$	894,335
Investment Sales and Prepayments for the Period	$	714,225		$	845,485		$	452,325		$	71,730
Weighted Average Yield on Debt Portfolio at Period End		12.0	%		13.1	%		13.1	%		10.5	%

	Payments due by Period (dollars in millions)
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Senior Secured Revolving Credit Facility(1)	$	1,639	$	—	$	—	$	1,639	$	—

PORTFOLIO COMPANY	% of Total Assets		INDUSTRY	% of Total Assets
Grand Prix holdings, LLC (Innkeepers USA)		6.6%	Hotels, Motels, Inns and Gaming		6.6%
First Data Corporation		4.9%	Financial Services		6.1%
Asurion Corporation		3.1%	Oil & Gas		5.5%
TL Acquisitions, Inc. (Thomson Learning)		2.5%	Education		4.9%
GS Prysmian Co-Invest L.P. (Prysmian Cables and Systems)		2.5%	Business Services		4.3%
Gray Wireline Service, Inc.		2.2%	Industrial		4.0%
Associated Materials, Inc.		2.1%	Retail		3.8%
Fleetpride Corporation		2.1%	Insurance		3.5%
Quality Home Brands Holdings		2.0%	Diversified Service		3.4%
Ranpak Corporation		2.0%	Environmental		3.3%

Investment Rating		Summary Description
1		Capital gain expected
2		Full return of principal and interest or dividend expected, with the portfolio company performing in accordance with our analysis of its business
3		Full return of principal and interest or dividend expected, but the portfolio company requires closer monitoring
4		Some loss of interest, dividend or capital appreciation expected, but still expecting an overall positive internal rate of return on the investment
5		Loss of interest or dividend and some loss of principal investment expected, which would result in an overall negative internal rate of return on the investment

Interested Director
Name	Age	Position	Director Since	Term Expires
John J. Hannan	55	Chairman of the Board and Chief Executive Officer since 2006	2004	2009
Independent Directors

Name	Age	Position	Director Since	Term Expires

Claudine B. Malone	72	Director	2007	2011
Frank C. Puleo	62	Director	2008	2011
Carl Spielvogel	79	Director	2004	2011
Elliot Stein, Jr	59	Director	2004	2010
Bradley J. Wechsler	57	Director	2004	2010

Name	Age	Position
James C. Zelter	46	President and Chief Operating Officer
Patrick J. Dalton	40	Executive Vice President
Richard L. Peteka	47	Chief Financial Officer and Treasurer
John J. Suydam	48	Vice President and Chief Legal Officer
Gordon E. Swartz	61	Chief Compliance Officer and Secretary

Independent directors
Claudine B. Malone	$130,913	None	$130,913
Frank C. Puleo*	$17,527	None	$17,527
Carl Spielvogel	$132,630	None	$132,630
Elliot Stein, Jr.	$136,500	None	$136,500
Gerald Tsai, Jr.**	$133,000	None	$133,000
Bradley J. Wechsler	$117,500	None	$117,500
Interested directors
John J. Hannan	None	None	None
Executive Officers
Patrick J. Dalton	None	None	None
Richard L. Peteka(2)	None	None	None
John J. Suydam	None	None	None
Gordon E. Swartz(2)	None	None	None
Edward S. Tam***	None	None	None
James C. Zelter	None	None	None

Name and address	Type of ownership(1)	Shares owned	Percentage of common stock outstanding
AIC Co-Investors LLC(2)	Beneficial	879,075	* %
JPMorgan Chase & Co.(3)	Beneficial	27,076,610	16.4%
All executive officers and directors as a group (11 persons)(4)	Beneficial	134,381	* %

Name of Director	Dollar Range of Equity Securities in Apollo Investment(1)
Independent Directors(2)
Claudine B. Malone	$	100,001 – $500,000
Frank C. Puleo	$	100,001 – $500,000
Carl Spielvogel	$	50,001 – $100,000
Elliot Stein, Jr.	$	100,001 – $500,000
Bradley J. Wechsler	$	500,001 – $1,000,000
Interested Directors
John J. Hannan	$	500,001 – $1,000,000	(3)

Name and Address of Portfolio Company	Nature of its Principal Business	Title of Securities Held by Apollo Investment	Percentage of Class Held (1)
Companies More Than 25% Owned
AIC Credit Opportunity Fund c/o Apollo Investment Corporation 9 West 57th Street New York, NY 10019	Asset Management	Common Equity/ Equity Interests	100%
Grand Prix Holdings, LLC (Innkeepers USA) 340 Royal Poinciana Way Suite 306 Palm Beach, FL 33480	Hotels, Motels, Inns & Gaming	Preferred Equity, Common Equity/ Equity Interests	99.60% 95.60%

Companies Less Than 5% Owned
AB Acquisitions UK Topco 2 Limited (Alliance Boots) 4th Floor, 361 Oxford Street Sedley Place London, W1C 2JL United Kingdom	Retail	Subordinated Debt/ Corporate Notes, Bank Debt/ Senior Secured Loans	—
A-D Conduit Holdings, LLC (Duraline) 835 Innovation Drive Knoxville, TN 37932	Telecommunications	Common Equity/ Equity Interests	5.20%
Advanstar Communications, Inc. 641 Lexington Avenue 8th Floor New York, NY 10022	Media	Bank Debt/ Senior Secured Loans	—
Advanstar, Inc. 641 Lexington Avenue 8th Floor New York, NY 10022	Media	Subordinated Debt/ Corporate Notes	—
Advantage Sales & Marketing Inc. 19100 Von Karman Avenue Suite 300 Irvine, CA 92612	Grocery	Subordinated Debt/ Corporate Notes	—
AHC Mezzanine (Advanstar) 641 Lexington Avenue 8th Floor New York, NY 10022	Media	Common Equity/ Equity Interests	3.00%
AMH Holdings II, Inc., (Associated Materials). 3773 State Road Cuyahoga Falls, OH 44233	Building Products	Subordinated Debt/ Corporate Notes	—
Applied Systems, Inc. 200 Applied Systems Parkway University Park, IL 60466	Business Services	Subordinated Debt/ Corporate Notes	—
Arbonne Intermediate Holdco Inc. (Natural Products Group LLC) 9400 Jeronimo Irvine, CA 92618	Direct Marketing	Subordinated Debt/ Corporate Notes	—
Asurion Corporation 648 Grassmere Park Suite 300 Nashville, TN 37211	Insurance	Bank Debt/ Senior Secured Loans	—
Babson CLO Ltd c/o Apollo Investment Corporation 9 West 57th Street New York, NY 10019	Asset Management	Subordinated Debt/ Corporate Notes	—
BNY Convergex Group, LLC The Bank of New York One Wall Street New York, NY 10286	Business Services	Subordinated Debt/ Corporate Notes Bank Debt/ Senior Secured Loans	—
Brenntag Holding GmbH & Co. Stinnes-Platz 1 45472 Mülheim an der Ruhr Germany	Chemicals	Subordinated Debt/ Corporate Notes	—
CA Holding, Inc. (Collect America, Ltd.) 370 17th Street Denver, CO 80202	Financial Services	Common Equity/ Equity Interests	1.10%
Catalina Marketing Corporation 200 Carillon Parkway St. Petersburg, FL 33716	Grocery	Subordinated Debt/ Corporate Notes	—
Ceridian Corp. 3311 E. Old Shakopee Road Minneapolis, MN 55425	Diversified Service	Subordinated Debt/ Corporate Notes	—
C.H.I. Overhead Doors, Inc. 1485 Sunset Drive Arthur, IL 61911	Building Products	Bank Debt/ Senior Secured Loans	—
Clean Earth, Inc. 334 South Warminster Road Hatboro, PA 19040	Environmental	Bank Debt/ Senior Secured Loans	—
Collect America, Ltd. 370 17th Street Denver, CO 80202	Financial Services	Subordinated Debt/ Corporate Notes	—
Delta Educational Systems, Inc. 144 Business Park Drive Suite 201 Virginia Beach, VA 23462	Education	Subordinated Debt/ Corporate Notes	—
DSI Renal Inc. 511 Union Street Suite 1800 Nashville, TN 37219	Healthcare	Subordinated Debt/ Corporate Notes	—
Dresser, Inc. 15455 Dallas Parkway Addison, TX 75001	Industrial	Bank Debt/ Senior Secured Loans	—
DSI Holding Company, Inc. (DSI Renal Inc.) 511 Union Street Suite 1800 Nashville, TN 37219	Healthcare	Common Stock Warrants	2.44%
Dura-Line Merger Sub, Inc. 835 Innovation Drive Knoxville, TN 37932	Telecommunications	Subordinated Debt/ Corporate Notes	—
Educate, Inc. 1001 Fleet Street Baltimore, MD 21202	Education	Bank Debt/ Senior Secured Loans	—
Energy Future Holdings 1601 Bryan Street Dallas, TX 75201	Utilities	Subordinated Debt/ Corporate Notes	—
EXCO Resources, Inc. 12377 Merit Dr., Suite 1700 Dallas, TX 75251	Oil and Gas	Preferred Equity	0.85%
Eurofresh Inc. 26050 S. Eurofresh Ave Willcox, AZ 85643	Agriculture	Subordinated Debt/ Corporate Notes	—
European Directories (DH5) B.V. Gustav Mahlerplein 68 1082 MA Amsterdam The Netherlands	Publishing	Subordinated Debt/ Corporate Notes	—
European Directories (DH7) B.V. Gustav Mahlerplein 68 1082 MA Amsterdam The Netherlands	Publishing	Subordinated Debt/ Corporate Notes	—
First Data Corporation 6200 South Quebec Street Greenwood Village, CO 80111	Financial Services	Subordinated Debt/ Corporate Notes	—
Fidji Luxco (BC) S.C.A. (FCI) 145 rue Yves le Coz 78035 Versailles Cedex France	Electronics	Common Stock Warrants	0.90%
FleetPride Corporation 8708 Technology Forest Place Suite 125 The Woodlands, TX 77381	Transportation	Subordinated Debt/ Corporate Notes	—
FPC Holdings, Inc. (FleetPride Corporation) 8708 Technology Forest Place Suite 125 The Woodlands, TX 77381	Transportation	Subordinated Debt/ Corporate Notes	—
FSC Holdings Inc. (Hanley Wood LLC) One Thomas Circle NW Suite 600 Washington, DC 20005	Media	Common Equity/ Equity Interests	3.90%
Garden Fresh Restaurant Corp. 15822 Bernardo Center Drive Suite A San Diego, CA 92127-2320	Retail	Bank Debt/ Senior Secured Loans	—
Garden Fresh Restaurant Holding, LLC 15822 Bernardo Center Drive Suite A San Diego, CA 92127-2320	Retail	Common Equity/ Equity Interests	8.28%
Generics International, Inc. 130 Vingtage Dr. Ne Huntsville, AL 35811	Healthcare	Bank Debt/ Senior Secured Loans	—
General Nutrition Centers, Inc. 300 Sixth Avenue Pittsburgh, PA 152222	Retail	Subordinated Debt/ Corporate Notes	—
Goodman Global Inc. 5151 San Felipe Suite 500 Houston, TX 77056	Manufacturing	Subordinated Debt/ Corporate Notes	—
Gray Energy Services LLC Class H (Gray Wireline Service, Inc.) 1400 Everman Parkway Suite 149 Fort Worth, TX 76140	Oil & Gas	Common Equity/ Equity Interests	2.30%
Gray Wireline Service, Inc. 1400 Everman Parkway Suite 149 Fort Worth, TX 76140	Oil & Gas	Bank Debt/ Senior Secured Loans	—
Gryphon Colleges Corporation (Delta Educational Systems, Inc.) 144 Business Park Drive Suite 201 Virginia Beach, VA 23462	Education	Series B Preferred Equity, Common Equity/ Partnership Interests Series A Preferred Warrants, Series B Preferred Warrants, Common Stock Warrants	6.00% 2.60% 3.20% 1.90% 1.50%
GS Prysimian Co-Invest L.P. (Prysimian Cables & Systems) 700 Industrial Drive Lexington, SC 29072	Industrial	Common Equity/ Equity Interests	2.50%
Hub International Holdings 55 East Jackson Boulevard Chicago, IL 60604	Insurance	Subordinated Debt/ Corporate Notes	—
HydroChem Holding, Inc. 900 Georgia Avenue Deer Park, TX 77536	Environmental	Subordinated Debt/ Corporate Notes	—
HydroChem Industrial Services, Inc. 900 Georgia Avenue Deer Park, TX 77536	Environmental	Bank Debt/ Senior secured Loans	—
Infor Lux Bond Company (Infor Global) 13560 Morris Road Suite 4100 Alpharetta, GA 30004	Business Services	Subordinated Debt/ Corporate Notes	—
Infor Enterprise Solutions Holdings, Inc. (Infor Global) 13560 Morris Road Suite 4100 Alpharetta, GA 30004	Business Services	Bank Debt/ Senior secured Loans	—
Infor Global Solutions European Finance S.a.r.l. (Infor Global) 13560 Morris Road Suite 4100 Alpharetta, GA 30004	Business Services	Bank Debt/ Senior secured Loans	—
IPC Systems, Inc. 88 Pine Street Wall Street Plaza New York, NY 10005	Telecommunications	Bank Debt/ Senior secured Loans	—
KAR Holdings, Inc. 13085 Hamilton Crossing Blvd. Carmel, IN 46032	Transportation	Subordinated Debt/ Corporate Notes	—
Kronos, Inc. 297 Billerica Road Chelmsford, MA 01824	Electronics	Bank Debt/ Senior secured Loans	—
Language Line Holdings, Inc. 1 Lower Ragsdale Drive, Bldg. 2 Monterey, CA 93940	Business Services	Subordinated Debt/ Corporate Notes	—
Language Line Inc. 1 Lower Ragsdale Drive, Bldg. 2 Monterey, CA 93940	Business Services	Subordinated Debt/ Corporate Notes	—
Latham International, Inc. (f/k/a Latham Acquisition Corp.) 787 Watervliet-Shaker Road Latham, NY 12110	Leisure Equipment	Common Equity/ Equity Interests	4.70%
Latham Manufacturing Corp. 787 Watervliet-Shaker Road Latham, NY 12110	Leisure Equipment	Subordinated Debt/ Corporate Notes	—
Laureate Education, Inc. 1001 Fleet Street Baltimore, MD 21202	Education	Subordinated Debt/ Corporate Notes	—
Lexicon Marketing (USA), Inc. 640 South San Vicente Blvd Los Angeles, CA 90048	Direct Marketing	Subordinated Debt/ Corporate Notes	—
LM Acquisition Ltd. (Lexicon Marketing Inc.) 640 South San Vicente Blvd Los Angeles, CA 90048	Direct Marketing	Common Equity/ Equity Interests	—
LVI Acquisition Corp. (LVI Services, Inc.) 80 Broad Street 3rd Floor New York, NY 10004	Environmental	Preferred Equity Common Equity/ Equity Interests	3.00%
LVI Services, Inc 80 Broad Street 3rd Floor New York, NY 10004	Environmental	Subordinated Debt/ Corporate Notes	—
MEG Energy Corp. 910, 734-7 Avenue SW Calgary, Alberta T2P 3P8	Oil & Gas	Common Equity/ Equity Interests	1.30%
MW Industries, Inc. 500E Ottawa Street P.O. Box 7008 Logansport, IN 46947	Manufacturing	Subordinated Debt/ Corporate Notes	—
NCO Group Inc. 507 Prudential Road Horsham, PA 19044	Consumer Finance	Subordinated Debt/ Corporate Notes	—
Neff Corp. 3750 NW 87th Avenue Suite 400 Doral (Miami), FL 33178	Rental Equipment	Subordinated Debt/ Corporate Notes	—
New Omaha Holdings Co-Invest LP (First Data) 6200 South Quebec Street Greenwood Village, CO 80111	Financial Services	Common Equity/ Equity Interest	1.04%
Nielsen Finance LLC 770 Broadway New York, NY 10003	Market Research	Subordinated Debt/ Corporate Notes	—
OTC Investors Corporation (Oriental Trading Company, Inc.) 4206 So. 108th Street Omaha, NE 68137	Direct Marketing	Subordinated Debt/ Corporate Notes	—
Pacific Crane Maintenance Company, L.P. 250 W. Wardlow Road Long Beach, CA 90807-4429	Machinery	Subordinated Debt/ Corporate Notes	—
PBM Holdings, Inc. (PBM Products, LLC) 204 North Main Street Gordonsville, VA 22942	Beverage, Food, & Tobacco	Subordinated Debt/ Corporate Notes	—
PCMC Holdings, LLC (Pacific Crane) 250 W. Wardlow Road Long Beach, CA 90807-4429	Machinery	Common Equity/ Equity Interests	4.40%
Penton Media, Inc. 249 West 17th Street New York, NY 10011	Media	Bank Debt/ Senior Secured Loans	—
Playpower Holdings Inc. 13523 Barrett Parkway Drive Suite 104 Ballwin, MO 63021	Leisure Equipment	Subordinated Debt/ Corporate Notes	—
Plinius Investments II B.V. (Casema) Fred Roeskestraat 123 1076 EE Amsterdam The Netherlands	Cable TV	Subordinated Debt/ Corporate Notes	—
Prism Business Media Holdings, LLC (Penton Media, Inc.) 249 West 17th Street New York, NY 10011	Media	Common Equity/ Equity Interests	5.80%
Pro Mach Co-Investment, LLC 1000 Abernathy Road Suite 1110 Atlanta, GA 30328-5606	Machinery	Common Equity/ Equity Interests	2.20%
Pro Mach Merger Sub, Inc. 1000 Abernathy Road Suite 1110 Atlanta, GA 30328-5606	Machinery	Subordinated Debt/ Corporate Notes	—
QHB Holdings LLC (Quality Home Brands) 125 Rose Feiss Boulevard Bronx, NY 10454	Consumer Products	Subordinated Debt/ Corporate Notes	—
Quality Home Brands Holdings LLC 125 Rose Feiss Boulevard Bronx, NY 10454	Consumer Products	Common Equity/ Equity Interests	—
Ranpak Corp. 7990 Auburn Road Concord Township, OH 44077-9702	Packaging	Common Equity/ Equity Interests	—
RC Coinvestment, LLC (Ranpak Corp.) 7990 Auburn Road Concord Township, OH 44077-9702	Packaging	Common Equity/ Equity Interests	2.80%
Ranpak Holdings, Inc. 7990 Auburn Road Concord Township, OH 44077-9702	Packaging	Subordinated Debt/ Corporate Notes	—
RSA Holdings Corp. of Delaware (American Safety Razor) 240 Cedar Knolls Road Cedar Knolls, NJ 07927	Consumer Products	Subordinated Debt/ Corporate Notes	—
Safety Products Holdings LLC 2211 York Road Suite 215 Oak Brook, IL 60523	Manufacturing	Subordinated Debt/ Corporate Notes	—
SCI Holdings, Inc. (Sorenson Communications Inc.) 4393 South Riverboat Road Suite 300 Salt Lake City, UT 84123	Consumer Services	Subordinated Debt/ Corporate Notes	—
Serpering Investments, B.V. (Casema) Fred Roeskestraat 123 1076 EE Amsterdam The Netherlands	Cable TV	Subordinated Debt/ Corporate Notes	—
Sheridan Healthcare, Inc. 1613 N. Harrison Parkway Building C Suite 200 Sunrise, FL 33323	Healthcare	Bank Debt/ Senior secured Loans	—
Sorenson Communications Holdings, LLC Class A 4393 South Riverboat Road Suite 300 Salt Lake City, UT 84123	Consumer Services	Common Equity/ Equity Interests	0.45%
Sorenson Communications, Inc. 4393 South Riverboat Road Suite 300 Salt Lake City, UT 84123	Consumer Services	Bank Debt/ Senior Secured Loans	—
The Servicemaster Company 860 Ridge Lake Boulevard Memphis, TN 38120	Diversified Service	Subordinated Debt/ Corporate Notes	—
TL Acquisitions, Inc. (Thomson Learning) One State Street Plaza 27th Floor New York, NY 10004	Education	Subordinated Debt/ Corporate Notes	—
TP Financing 2, Ltd. (Travelex) 65 Kingsway London WC2b 6TD	Financial Services	Subordinated Debt/ Corporate Notes	—
US Foodservice 9755 Pantuxent Woods Dr. Columbia, MD 21046	Beverage, Food & Tobacco	Subordinated Debt/ Corporate Notes	—
US Investigations Services, Inc. 7799 Leesburg Pike Suite 1100 North Falls Church, VA 22043-2413	Diversified Service	Subordinated Debt/ Corporate Notes	—
Varietal Distribution 1310 Goshen Parkway P.O. Box 2656 West Chester, PA 19380-0906	Distribution	Subordinated Debt/ Corporate Notes	—
Varietal Distribution Holdings, LLC Class A 1310 Goshen Parkway P.O. Box 2656 West Chester, PA 19380-0906	Distribution	Common Equity/ Equity Interests	0.20%
Varietal Distribution Holdings, LLC 1310 Goshen Parkway P.O. Box 2656 West Chester, PA 19380-0906	Distribution	Preferred Equity	0.20%
WDAC Intermediate Corp. Gouden Gids Hoekenrode 1 1102 BR Amsterdam Netherlands	Publishing	Subordinated Debt/ Corporate Notes	—
Westbrook CLO Ltd. c/o Apollo Investment Corporation 9 West 57th Street New York, NY 10019	Asset Management	Subordinated Debt/ Corporate Notes	—

Title of Class of Securities	Amount Authorized	Amount Held by Registrant or for its Account	Amount Outstanding Exclusive of Amount held by Registrant or for its Account
Common stock, par value $0.001 per share	400,000,000	None	119,893 835 shares

Index to Financial Statements
Management's Report on Internal Control over Financial Reporting		F-1

Report of Independent Registered Public Accounting Firm		F-2

Statement of Assets and Liabilities as of March 31, 2008 and March 31, 2007		F-3

Statement of Operations for the years ended March 31, 2008, March 31, 2007 and March 31, 2006		F-4

Statement of Changes in Net Assets for the years ended March 31, 2008, March 31, 2007 and March 31, 2006		F-5

Statement of Cash Flows for the years ended March 31, 2008, March 31, 2007 and March 31, 2006		F-6

Schedule of Investments as of March 31, 2008 and March 31, 2007		F-7

Notes to Financial Statements		F-20

	Year Ended March 31,
	2008			2007			2006
INVESTMENT INCOME:
From non-controlled/non-affiliated investments:
Interest	$	321,684		$	245,348		$	139,376
Dividends		14,551			18,021			3,656
Other Income		4,643			2,732			9,795
From controlled investments:
Dividends		7,000			—			—
Other Income		10,000			—			—
Total Investment Income		357,878			266,101			152,827
EXPENSES:
Management fees (see note 3)	$	59,871		$	40,569		$	23,408
Performance-based incentive fees (see note 3)		30,449			57,912			22,285
Interest and other credit facility expenses		55,772			34,375			12,950
Administrative services expense		3,450			2,437			1,470
Insurance expense		776			819			844
Other general and administrative expenses		4,360			3,700			2,777
Total expenses		154,678			139,812			63,734
Expense offset arrangement (see note 8)		(273	)		(128	)		(50	)
Net expenses		154,405			139,684			63,684
Net investment income before excise taxes		203,473			126,417			89,143
Excise tax expense		(1,867	)		(1,099	)		—
Net investment income	$	201,606		$	125,318		$	89,143
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, CASH EQUIVALENTS AND FOREIGN CURRENCIES:
Net realized gain (loss):
Investments and cash equivalents		93,261			149,653			7,146
Foreign currencies		(38,961	)		(16,771	)		4,019
Net realized gain		54,300			132,882			11,165
Net change in unrealized gain (loss):
Investments and cash equivalents		(257,645	)		67,908			19,428
Foreign currencies		(31,699	)		(13,942	)		651
Net change in unrealized gain (loss)		(289,344	)		53,966			20,079
Net realized and unrealized gain (loss) from investments, cash equivalents and foreign currencies		(235,044	)		186,848			31,244
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(33,438	)	$	312,166		$	120,387
EARNINGS (LOSS) PER COMMON SHARE (see note 5)	$	(0.30	)	$	3.64		$	1.90

		Par Amount*
Cash Equivalents — 21.3%
U.S. Treasury Bill, 1.075%, 6/19/08	Government	$	405,000	$	404,063	$	403,898
Total Investments & Cash Equivalents — 191.7% (8)				$	3,790,510	$	3,637,446
Liabilities in Excess of Other Assets — (91.7%)							(1,739,538	)
Net Assets — 100.0%						$	1,897,908

Portfolio Company(1)	Industry	Par Amount*		Cost		Fair Value(2)
Subordinated Debt/Corporate Notes — 77.5%
Advantage Sales & Marketing, Inc., 12.00%, 3/29/14	Grocery	$	30,618	$	30,066	$	30,618
ALM Media Holdings, Inc., 13.00%, 3/15/13	Publishing		20,018		19,885		20,018
ALM Media Group Holdings, Inc., 13.00%, 3/2/15	Publishing		63,000		63,000		63,000
AMH Holdings II, Inc. (Associated Materials), 13.625%, 12/1/14	Building Products		48,539		47,656		48,539
API Heat Transfer, Inc., 13.75%, 12/31/12	Manufacturing		26,835		26,430		26,835
Applied Systems, Inc., 13.50%, 6/19/14	Business Services		22,000		21,894		22,220
Arbonne Intermediate Holdco Inc. (Natural Products Group LLC), 13.50%, 6/19/14	Direct Marketing		58,812		58,621		58,812
Associated Materials, Inc., 0% / 11.25%, 3/1/14	Building Products		43,415		27,318		30,825
Audatex Holdings III, B.V., E+900, 10/13/14	Business Services	€	16,408		20,244		22,497
BNY ConvergEx Group, LLC, 14.00%, 10/2/14	Business Services	$	15,000		15,000		15,000
Brenntag Holding GmbH & Co. KG, E+900, 1/25/16	Chemicals	€	15,616		18,546		21,398
Collect America, Ltd., 13.50%, 8/5/12	Consumer Finance	$	36,320		35,709		36,320
Delta Educational Systems, Inc., 14.00%, 5/12/13	Education		18,573		17,931		18,573
DSI Renal Inc., 14.00%, 4/7/14	Healthcare		10,198		10,198		10,198
Dura-Line Merger Sub, Inc., 13.25%, 9/22/14	Telecommunications		39,814		39,019		39,814
Eurofresh, Inc., 0% / 14.50%, 1/15/14	Agriculture		26,504		18,337		16,366
Eurofresh, Inc., 11.50%, 1/15/13	Agriculture		50,000		50,000		49,750
European Directories (DH5) B.V., 15.735%, 7/1/16	Publishing	€	2,176		2,641		2,969
European Directories (DH7) B.V., E+950, 7/1/15	Publishing	€	15,126		18,503		20,638
FleetPride Corporation, 11.50%, 10/1/14	Transportation	$	47,500		47,500		48,213
FPC Holdings, Inc. (FleetPride Corporation), 0% /14.00%, 6/30/15	Transportation		37,846		28,212		28,384
General Nutrition Centers, Inc., L+450, 3/15/14	Retail		15,000		14,719		14,709
Infor Lux Bond Company (Infor Global), L+800, 9/2/14	Business Services		7,539		7,539		7,628
Language Line Holdings, Inc., 0% /14.125%, 6/15/13	Business Services		27,678		21,244		23,388
Language Line Inc., 11.125%, 6/15/12	Business Services		27,081		26,818		28,909
Latham Manufacturing Corp., 14.00%, 12/30/12	Leisure Equipment		34,124		33,570		34,124
Lexicon Marketing (USA), Inc., 13.25%, 5/11/13	Direct Marketing		28,393		28,393		28,393
LVI Services, Inc., 15.25%, 11/16/12	Environmental		43,082		43,082		43,082
MW Industries, Inc., 13.00%, 5/1/14	Manufacturing		60,000		58,840		60,000

Portfolio Company (1)	Industry	Par Amount*		Cost		Fair Value(2)
Bank Debt/Senior Secured Loans (6) — 33.3%
1st Lien Bank Debt/Senior Secured Loans — 2.2%
Gray Wireline Service, Inc., 2/28/13	Oil & Gas	$	40,000	$	39,631	$	40,000
2nd Lien Bank Debt/Senior Secured Loans — 31.1%
American Asphalt & Grading Co., 7/10/09	Infrastructure		27,499		27,499		16,499
BNY Convergex Group, LLC, 4/2/14	Business Services		50,000		49,761		50,625
C.H.I. Overhead Doors, Inc., 10/22/11	Building Products		15,000		15,029		15,075
Clean Earth, Inc., 10/14/11	Environmental		25,000		24,974		25,297
Cygnus Business Media, Inc., 1/13/10	Media		10,000		9,945		9,950
Diam International, 7/1/12***	Consumer Products		20,231		20,203		1,011
Diam International, Jr. Revolving Credit, 6/30/11***	Consumer Products		1,308		1,308		360
Dr. Leonard's Healthcare Corp., 7/31/12	Direct Marketing		22,000		22,000		21,890
DX III Holdings Corp. (Deluxe Entertainment Services Group Inc.), 7/28/11	Broadcasting & Entertainment		55,000		54,134		58,025
Garden Fresh Restaurant Corp., 12/22/11	Retail		26,000		25,787		26,000
Generac Acquisition Corp., 5/10/14	Durable Consumer Products		10,000		10,123		10,000
Gray Wireline Service, Inc., 2/28/13	Oil & Gas		70,000		69,354		70,000
Infor Enterprise Solutions Holdings, Inc., 3/2/14	Business Services		10,000		10,000		10,212
Infor Global Solutions European Finance S.á.R.L., 3/2/14	Business Services	€	6,210		8,263		8,432
N.E.W. Customer Service Companies, 2/8/14	Consumer Services		70,000		70,000		71,138
Oceania Cruises, Inc., 11/13/13	Hotels, Motels, Inns & Gaming		20,000		20,000		20,262
Quality Home Brands Holdings LLC, 6/20/13	Consumer Products		40,000		39,442		40,000
Sheridan Healthcare, Inc., 11/9/12	Healthcare		30,000		30,000		30,319
Sorenson Communications, Inc., 2/18/14	Consumer Services		75,000		75,000		75,633
Summit Business Media Intermediate Holding Company, Inc., 11/4/13	Media		15,000		15,000		15,169
Total 2nd Lien Bank Debt/Senior Secured Loans				$	597,822	$	575,897
Total Bank Debt/Senior Secured Loans				$	637,453	$	615,897
Total Investments				$	2,244,400	$	2,348,981

Industry Classification		Percentage at March 31, 2007
Oil & Gas	12.8%
Business Services	8.0%
Consumer Services	7.2%
Publishing	7.0%
Direct Marketing	6.3%
Manufacturing	5.1%
Consumer Products	5.0%
Leisure Equipment	4.3%
Building Products	4.0%
Chemicals	3.9%
Transportation	3.3%
Healthcare	3.2%
Environmental	2.9%
Industrial	2.8%
Agriculture	2.8%
Broadcasting & Entertainment	2.5%
Media	2.3%
Retail	2.1%
Cable TV	1.9%
Market Research	1.8%
Telecommunications	1.8%
Consumer Finance	1.7%
Education	1.5%
Grocery	1.3%
Hotels, Motels, Inns and Gaming	0.9%
Financial Services	0.8%
Beverage, Food, & Tobacco	0.8%
Machinery	0.7%
Infrastructure	0.7%
Durable Consumer Products	0.4%
Electronics		0.2%
Total Investments		100.0%