Apollo Debt Solutions BDC
Sponsored by Apollo. BDC structure focused on private credit.
BDCPrivate Credit
- Net assets
- $14.44B
source
Quarterly report (Form 10-Q) · filed 2026-05-11 · period 2026-03-31
Assets net
“{'end': '2026-03-31', 'val': 14444687000, 'accn': '0001193125-26-215667', 'fy': 2026, 'fp': 'Q1', 'form': '10-Q', 'filed': '2026-05-11', 'frame': 'CY2026Q1I', 'unit': 'USD'}”
Method Direct: structured XBRL tag
Open the filing on SEC.gov · Full observation history
Technical locator
as of 2026-03-31 - NAV / share
- $23.87
source
Current report (Form 8-K) · filed 2026-06-22 · period 2026-05-31
8-K monthly NAV commentary with same-date Class I scope — filed class Class I; cache sha256 036490dc0d8bf7db54ea02d852ace7d3259283daec04185d5ad73ae170ca8c5b; ledger sha256 27b326bf3225e8f1dabc2ebb63398ccf74a68cd4b0e23ef188b59daea3eb526b
“For the month ended May 31, 2026, the Fund’s net asset value (“ NAV ”) per share was $23.87, compared to $23.92 as of April 30, 2026. The Fund’s 1-month, 3-month, year-to-date, 1-year, 3-year and annualized inception-to-date returns through May 31, 2026 for Class I Common Shares”
Method Matched text template against the filing
Open the filing on SEC.gov · Full observation history
Technical locator
Class I · as of 2026-05-31 - Net flows, last qtr
- +4.1% qtr ended 2026-03-31
- Distribution coverage (NII)
- 89% period ended 2026-03-31
- Leverage in use
- 64% debt / equity 0.73x
- Total return, 12m
- Pending SEC-filed periodic NAV + distributions
What changed in the latest filings.
Current findings ordered by severity. Each observation remains traceable to its filed source.
Credit facility new or amended: 33 occurrence(s), 2022-01-07 to 2026-06-30
Most recent (2026-06-30): National Association (the “ Trustee ”) entered into a Seventh Supplemental Indenture (the “ Seventh Supplemental Indenture ” and, together with the Base Indenture (defined herein), the “ Indenture ”) related to the $ 750,000,000 in aggregate principal amount of its 6.350% notes due 2033 ( the “ Notes ” ), which supplements that certain Base Indenture, dated as of March 21, 2024 (as may be further amended, supplemented or otherwise modified from time to time, the “ Base Indenture ”). The Notes will mature on June 30, 2033 and may be redeemed in whole or in part at the Fund’s option at any time
Why it matters and what changed
Financing terms set the fund's cost of leverage and its dry powder. Amendments also reveal what lenders currently think of the collateral: improving spreads and rising commitments signal lender confidence; shrinking availability or margin increases signal the opposite. This fund logged 33 of these in the covered window; the cadence itself is part of the signal.
33 occurrence(s) of this event type stored; earlier instances are on the Fired Flags tab.
Source: https://www.sec.gov/Archives/edgar/data/1837532/000119312526290482/d97262d8k.htm | Item 1.01
The fund leaned harder on leverage: 59% -> 64% of its allowed leverage in use in one period (period ended 2026-03-31).
The fund leaned harder on leverage: 59% -> 64% of its allowed leverage in use in one period (period ended 2026-03-31). (Rule C22: Leverage creep: headroom down >= 5 percentage points in one period; Notify.)
Why it matters and what changed
The fund leaned meaningfully harder on its leverage in a single period. Even far from the ceiling, the direction and speed of travel matter; creep compounds quietly.
70.13 -> 57.47 (down 18.1% vs prior period); trailing 4-period average 75.35; same period prior year 85.40; breach persisted 3 consecutive periods (escalated per the two-stage ladder); comparison interval: ~3 months (2025-12-31 -> 2026-03-31; this fund's series is observed at that frequency, so 'month over month' rules compare consecutive observations)
Source: derived: (asset_coverage_ratio 236.20000000000002 - leverage_ceiling 150.0) / leverage_ceiling * 100
Net investment income covered only 89% of distributions in the period ended 2026-03-31; the gap was funded from capital or gains.
Net investment income covered only 89% of distributions in the period ended 2026-03-31; the gap was funded from capital or gains. (Rule C21: Distribution coverage: distribution_nii_coverage < 100%; Notify.)
Why it matters and what changed
Distributions exceed net investment income. The gap is funded from capital (the investor's own money back) or gains, and a stated yield propped up this way is fragile.
93.88 -> 88.85 (down 5.4% vs prior period); trailing 4-period average 87.21; same period prior year 87.03; breach persisted 6 consecutive periods (escalated per the two-stage ladder); comparison interval: ~3 months (2025-12-31 -> 2026-03-31; this fund's series is observed at that frequency, so 'month over month' rules compare consecutive observations)
Source: derived: net_investment_income / distributions_declared * 100 (annual grain only, see build_notes.md)
Redemption requests ran at least twice the tender offer's capacity; only 45% of tendered shares were repurchased (offer expired 2026-03-16).
Redemption requests ran at least twice the tender offer's capacity; only 45% of tendered shares were repurchased (offer expired 2026-03-16). (Rule B5: Tender/gate oversubscription, severe: requests >= 2x offer capacity (Notify immediate); Notify.)
Why it matters and what changed
Redemption requests ran at least twice the offer capacity. At this level pro-ration is severe and shareholder liquidity is materially constrained right now, not hypothetically.
100.00 -> 45.25 (down 54.8% vs prior period); trailing 4-period average 86.31; same period prior year 100.00; comparison interval: ~3 months (2025-12-15 -> 2026-03-16; this fund's series is observed at that frequency, so 'month over month' rules compare consecutive observations)
Source: https://www.sec.gov/Archives/edgar/data/1837532/000119312526208953/d18843dsctoia.htm | SC TO-I/A final results (pro-rated (fill computed from accepted/tendered))
The fund leaned harder on leverage: 55% -> 59% of its allowed leverage in use in one period (period ended 2025-12-31).
The fund leaned harder on leverage: 55% -> 59% of its allowed leverage in use in one period (period ended 2025-12-31). (Rule C22: Leverage creep: headroom down >= 5 percentage points in one period; Notify.)
Why it matters and what changed
The fund leaned meaningfully harder on its leverage in a single period. Even far from the ceiling, the direction and speed of travel matter; creep compounds quietly.
82.67 -> 70.13 (down 15.2% vs prior period); trailing 4-period average 82.33; same period prior year 94.07; breach persisted 2 consecutive periods (escalated per the two-stage ladder); comparison interval: ~3 months (2025-09-30 -> 2025-12-31; this fund's series is observed at that frequency, so 'month over month' rules compare consecutive observations)
Source: derived: (asset_coverage_ratio 255.20000000000002 - leverage_ceiling 150.0) / leverage_ceiling * 100
Net investment income covered only 94% of distributions in the period ended 2025-12-31; the gap was funded from capital or gains.
Net investment income covered only 94% of distributions in the period ended 2025-12-31; the gap was funded from capital or gains. (Rule C21: Distribution coverage: distribution_nii_coverage < 100%; Notify.)
Why it matters and what changed
Distributions exceed net investment income. The gap is funded from capital (the investor's own money back) or gains, and a stated yield propped up this way is fragile.
81.75 -> 93.88 (up 14.8% vs prior period); trailing 4-period average 86.76; same period prior year 87.89; breach persisted 5 consecutive periods (escalated per the two-stage ladder); comparison interval: ~3 months (2025-09-30 -> 2025-12-31; this fund's series is observed at that frequency, so 'month over month' rules compare consecutive observations)
Source: derived: net_investment_income / distributions_declared * 100 (annual grain only, see build_notes.md)
Net investment income covered only 82% of distributions in the period ended 2025-09-30; the gap was funded from capital or gains.
Net investment income covered only 82% of distributions in the period ended 2025-09-30; the gap was funded from capital or gains. (Rule C21: Distribution coverage: distribution_nii_coverage < 100%; Notify.)
Why it matters and what changed
Distributions exceed net investment income. The gap is funded from capital (the investor's own money back) or gains, and a stated yield propped up this way is fragile.
84.36 -> 81.75 (down 3.1% vs prior period); trailing 4-period average 85.26; same period prior year 106.05; breach persisted 4 consecutive periods (escalated per the two-stage ladder); comparison interval: ~3 months (2025-06-30 -> 2025-09-30; this fund's series is observed at that frequency, so 'month over month' rules compare consecutive observations)
Source: derived: net_investment_income / distributions_declared * 100 (annual grain only, see build_notes.md)
Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. (2025-08-07)
Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. On August 7, 2025, the Board of Trustees (the “Board”) of Apollo Debt Solutions BDC (the “Company”) appointed Sheryl Schwartz to the Board, effective as of August 7, 2025, to serve as a Class III Trustee (a “Trustee”) of the Company. Effective upon the appointment of Ms. Schwartz as a Trustee of the Company, the size of the Board was increased from five to six members. The Board also appointed Ms. Schwartz to the Audit Committee and the Nominating and
Why it matters and what changed
Key-person changes at externally managed funds are one of the few governance signals these structures emit. A single departure is usually routine; a pattern (or a departure near other stress signals) is not.
Occurrence event; see the filing text for terms vs the prior arrangement.
Source: https://www.sec.gov/Archives/edgar/data/1837532/000119312525178939/d121011d8k.htm | Item 5.02
Historical findings (8)
Net investment income covered only 84% of distributions in the period ended 2025-06-30; the gap was funded from capital or gains.
Net investment income covered only 87% of distributions in the period ended 2025-03-31; the gap was funded from capital or gains.
Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. (2023-06-02)
On April 14, 2023, the Board of Trustees (the “Board”) of Apollo Debt Solutions BDC (the “Fund”) approved an amendment and restatement of the Fund’s Second Amended and Restated... (2023-04-14)
Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. (2023-03-16)
Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. (2023-01-23)
On August 1, 2022, the Board of Trustees (the “Board”) of Apollo Debt Solutions BDC (the “Fund”) appointed Kristin Hester to serve as the Fund’s Chief Legal Officer and Corporate... (2022-08-01)
On December 20, 2021, the board of trustees of Apollo Debt Solutions BDC (the “ Fund ”) amended its Amended and Restated Agreement and Declaration of Trust (the “ Second Amended... (2021-12-20)
How the fund has moved.
Net asset value, total return, capital flows, and distribution coverage across the filing record.
Monthly performance eligibility
Canonical class: Class I · basis: no qualifying monthly chain · qualifying history: 0 months.
What moved inside the book.
Filed portfolio-health facts and position changes. Missing disclosures stay visibly missing.
- Non-accruals
- 0.4% 2026-03-31
- PIK income share
- 2.9% 2026-03-31
- Bottom two ratings
- 0.4% 2026-03-31
| Date | Position change |
|---|---|
| 2026-03-31 | Banks G&A G&A Partners Holdings Company II, LLC Investment Type First Lien Secured Debt- Term Loan Interest Rate S+500, 0.75% Floor Maturity Date 3/3/2031 (1.2% of portfolio value in the 2025-09-30 report, $272,550,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Building Products Leaf Home LHS Borrower LLC Investment Type First Lien Secured Debt - Term Loan Interest Rate S+525, 0.75% Floor Maturity Date 9/4/2031 (1.0% of portfolio value in the 2025-12-31 report, $246,192,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Commercial Services & Supplies Heritage Environmental Services Arcwood Environmental, Inc. Investment Type First Lien Secured Debt - Delayed Draw Interest Rate S+500, 0.75% Floor Maturity Date 1/31/2031 (8.1% of portfolio value in the 2025-09-30 report, $1,821,507,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Commercial Services & Supplies Ironclad Ironhorse Purchaser LLC Investment Type First Lien Secured Debt – Revolver Interest Rate S+650, 1.00% Floor Maturity Date 9/30/2027 (1.1% of portfolio value in the 2025-09-30 report, $243,355,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Commercial Services & Supplies Resource Innovations North Haven RI Buyer, LLC Investment Type First Lien Secured Debt - Delayed Draw Interest Rate S+500, 1.00% Floor Maturity Date 3/29/2030 (1.4% of portfolio value in the 2025-09-30 report, $316,427,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Commercial Services & Supplies Smith System Smith Topco, Inc. Investment Type First Lien Secured Debt - Revolver Interest Rate S+475, 1.00% Floor Maturity Date 11/6/2029 (2.8% of portfolio value in the 2025-09-30 report, $634,570,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Communications Equipment CommScope Commscope, LLC Investment Type First Lien Secured Debt - Term Loan Interest Rate S+525, 2.00% Floor Maturity Date 12/17/2029 (1.0% of portfolio value in the 2025-12-31 report, $253,759,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Diversified Consumer Services SERVPRO One Silver Serve, LLC Investment Type First Lien Secured Debt - Delayed Draw Interest Rate S+535, 1.00% Floor Maturity Date 12/18/2028 (5.2% of portfolio value in the 2025-09-30 report, $1,165,894,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Diversified Consumer Services Walter's Wedding WH BorrowerCo, LLC Investment Type First Lien Secured Debt - Delayed Draw Interest Rate S+500, 1.00% Floor Maturity Date 8/2/2030 (2.2% of portfolio value in the 2025-09-30 report, $496,479,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Electronic Equipment, Instruments & Components Madison Safety Madison Safety & Flow LLC, Investment Type First Lien Secured Debt - Term Loan Interest Rate S+275,0.00% Floor Maturity Date 9/26/2031 (1.6% of portfolio value in the 2025-09-30 report, $355,087,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Financial Services PIB Paisley Bidco Limited Investment Type First Lien Secured Debt - Delayed Draw Interest Rate SONIA+525, 0.00% Floor Maturity Date 5/7/2031 (1.4% of portfolio value in the 2025-09-30 report, $308,178,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
| 2026-03-31 | Financial Services Strongpoint Howardsimon LLC Investment Type First Lien Secured Debt - Delayed Draw Interest Rate S+475, 0.75% Floor, Maturity Date 12/13/2030 (2.5% of portfolio value in the 2025-09-30 report, $553,445,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name. |
Filed portfolio-health history
Where exit demand met the cap.
Stated cap: 5% of shares/quarter. Rationed in 1 of 16 disclosed periods; last gated Q1 2026.
| Period | Requested | Filled | Cap used | Status |
|---|---|---|---|---|
| 2026-03-16 | 11.1% | 45% | 100% | rationed |
| 2025-12-15 | 4.8% | 100% | 97% | filled |
| 2025-09-15 | 3.0% | 100% | 61% | filled |
| 2025-06-16 | 1.8% | 100% | 37% | filled |
| 2025-03-17 | 1.4% | 100% | 28% | filled |
| 2024-12-16 | 0.8% | 100% | 15% | filled |
| 2024-09-13 | 1.0% | 100% | 20% | filled |
| 2024-06-13 | 0.8% | 100% | 15% | filled |
| 2024-03-15 | 3.0% | 100% | 61% | filled |
| 2023-12-04 | 1.3% | 100% | 27% | filled |
| 2023-09-14 | 1.8% | 100% | 37% | filled |
| 2023-06-14 | 3.8% | 100% | 76% | filled |
| 2023-03-15 | 5.9% | 100% | 119% | cap expanded |
| 2022-12-14 | 2.1% | 100% | 42% | filled |
| 2022-09-13 | 0.3% | 100% | 7% | filled |
| 2022-06-17 | 0.1% | 100% | 3% | filled |
How the balance sheet is funded.
Borrowings, unused capacity, and synthetic exposure are separated so unlike risks do not collapse into one ratio.
Pending
How the offering is divided.
A filed share-class breakdown and terms-based role descriptions. This is not an estimate of who owns the fund.
Not attributed 100.0%
| Class | Terms-based role description | Load | Servicing | Minimum | Assets |
|---|---|---|---|---|---|
| Class I | Pending | Pending | Pending | Pending | Pending |
Management fee: 1.25% of net assets per year, current as of latest filed disclosure. Research only: not used in a fee distribution. SEC source 0001193125-26-197634.
Filed fee conditions
We have entered into the Investment Advisory Agreement with ACM pursuant to which we pay ACM a management fee at an annual rate of 1.25% of the value of the Company's net assets as of the beginning of the first calendar day of the month (net assets = total assets less liabilities, consolidated basis, U.S. GAAP). We also pay ACM a two-part incentive fee.
Canonical-class fee profile
| Class | Management | Incentive | Load | Servicing | Gross expenses | Net expenses |
|---|---|---|---|---|---|---|
| Class I | 1.25% | Pending | Pending | Pending | Pending | 6.28%filed basis*Filed label: Annualized ratio of net expenses to average net assets (5); period 2025-12-31. After waiver: yes; interest: not separately stated; tax: not separately stated; incentive compensation: not separately stated; acquired-fund expenses: not separately stated. SEC source 0001193125-26-102386 |
Expense-ratio caution. These are the issuer’s filed figures for the designated analysis class. They are not placed in a fee ranking because denominators and included expenses are not yet normalized across funds. Hover or click * for the filed label, period, components, and SEC source.
The evidence beneath the page.
Filed terms and recent documents remain available without crowding the primary research flow.
Term register (3)
| Term | Description | Value | Effective |
|---|---|---|---|
| advisory_fee_schedule | We have entered into the Investment Advisory Agreement with ACM pursuant to which we pay ACM a management fee at an annual rate of 1.25% of the value of the Company's net assets as of the beginning of the first calendar day of the month (net assets = total assets less liabilities, consolidated basis, U.S. GAAP). We also pay ACM a two-part incentive fee. | 1.25 pct_annual_of_net_assets | Pending |
| incentive_fee_schedule | The Company pays the Adviser a fee for its services under the Advisory Agreement consisting of two components, a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee will ultimately be borne by the shareholders. Substantial additional fees and expenses may also be charged by the Administrator to the Company, which is an affiliate of the Adviser. Base Management Fee The base management fee is payable monthly in arrears at an annual rate of 1.25 % of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Advisory Agreement, net assets means our total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP. For the first calendar month in which the Company had operations, net assets was measured as the beginning net assets as of the date on which the Company broke escrow for the initial offering. Incentive Fee The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below. A. Incentive Fee based on Income The portion based on our income is based on Pre-Incentive Fee Net Investment Income Returns. " Pre-Incentive Fee Net Investment Income Returns " means, as the context requires, either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, 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 are received from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the base management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution and/or shareholder servicing fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter, is compared to a "hurdle rate" of return of 1.25 % per quarter ( 5.0 % annualized). 153 Table of Contents The Company pays its Adviser an income based incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows: • No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25 % per quarter ( 5.0 % annualized); • 100 % of the dollar amount of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43 % ( 5.72 % annualized). This "catch-up" portion is meant to provide the Adviser with approximately 12.5 % of Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43 % in any calendar quarter; and • 12.5 % of the dollar amount of Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43 % ( 5.72 % annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5 % of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser. These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. B. Incentive Fee based on Cumulative Net Realized Gains The second component of the Incentive Fee, the Capital Gains Incentive Fee, is payable at the end of each calendar year in arrears. The amount payable equals 12.5 % of cumulative realized capital gains from inception through the end of such calendar, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP. | Text disclosure | Pending |
| repurchase_program_terms | Discretionary quarterly tender offer program: the Fund's Schedule TO offers have consistently stated up to 5% of Shares outstanding per quarter (most recently confirmed 2026-06-15). Apollo Debt Solutions BDC | 5.0 pct_of_shares_outstanding_per_quarter | Pending |
Recent filings
| Filed | Form | Accession |
|---|---|---|
| 2026-06-30 | 8-K | 0001193125-26-290482 |
| 2026-06-25 | 8-K | 0001193125-26-283042 |
| 2026-06-23 | 8-K | 0001193125-26-279554 |
| 2026-06-22 | 8-K | 0001193125-26-277655 |
| 2026-06-22 | 8-K | 0001193125-26-277641 |
| 2026-05-19 | 8-K | 0001193125-26-230744 |
| 2026-05-15 | SC TO-I | 0001193125-26-226683 |
| 2026-05-11 | 10-Q | 0001193125-26-215667 |
| 2026-05-07 | 8-K | 0001193125-26-212154 |
| 2026-05-06 | SC TO-I/A | 0001193125-26-208953 |
| 2026-04-30 | DEF 14A | 0001193125-26-197634 |
| 2026-04-23 | 8-K | 0001193125-26-173990 |
| 2026-03-23 | 8-K | 0001193125-26-119949 |
| 2026-03-23 | 8-K | 0001193125-26-119933 |
| 2026-03-13 | 8-K | 0001193125-26-106167 |