| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| ACCOUNTING MANAGEMENT FEE | 15,000 | 0 | 15,000 | |
| AUDIT FEE | 37,600 | 0 | 37,600 |
| Grantee's Name | Grantee's Address | Grant Date | Grant Amount | Grant Purpose | Amount Expended By Grantee | Any Diversion By Grantee? | Dates of Reports By Grantee | Date of Verification | Results of Verification |
|---|---|---|---|---|---|---|---|---|---|
|
SIPI INC |
4121 MARTIN LUTHER KING AVE FLINT,MI48505 |
2023-12-01 | 136,000 | THE GRANT TO SIPI WOULD CONTINUE TO PROVIDE CAPACITY BUILDING SUPPORT FOR NONPROFITS AND SMALL BUSINESSES SERVING NORTH FLINT THROUGH WORKSHOPS, COHORT PROGRAMS, AND EMBEDDED SUPPORTS. ORGANIZATIONS PARTICIPATING IN WORKSHOPS AND COHORT GROUPS ARE ELIGIBLE FOR ADDITIONAL HOURS OF ONE-ON-ONE TECHNICAL ASSISTANCE.VERIFICATION DATES:2/16/24; 4/10/24; 7/10/24; 12/16/24 | 136,000 | GRANTOR KNOWS OF NO FUNDS THAT HAVE BEEN DIVERTED TO ANY OTHER ACTIVITY. | 6/18/24 AND 12/11/24 | THE INTERIM REPORT WAS PROVIDED ON 6/18/24 AND THE FINAL REPORT WAS PROVIDED ON 12/11/24. THEY DETAILED THE CAPACITY BUILDING SERVICES PROVIDED IN ACCORDANCE WITH THE GRANT AND DOCUMENTED THAT ALL GRANT FUNDS WERE SPENT. | |
|
SIPI INC |
4121 MARTIN LUTHER KING AVE FLINT,MI48505 |
2024-12-01 | 141,230 | THE GRANT TO SIPI WOULD CONTINUE TO PROVIDE CAPACITY BUILDING SUPPORT FOR NONPROFITS AND SMALL BUSINESSES SERVING NORTH FLINT THROUGH WORKSHOPS, COHORT PROGRAMS, AND EMBEDDED SUPPORTS. ORGANIZATIONS PARTICIPATING IN WORKSHOPS AND COHORT GROUPS ARE ELIGIBLE FOR ADDITIONAL HOURS OF ONE-ON-ONE TECHNICAL ASSISTANCE.VERIFICATION DATES:12/16/24; 4/29/25 | GRANTOR KNOWS OF NO FUNDS THAT HAVE BEEN DIVERTED TO ANY OTHER ACTIVITY. | RECEIVED 07/21/2025 AND ANTICIPATED 12/12/2025 | THE INTERIM REPORT WAS RECEIVED ON 07/21/2025 AND THE FINAL REPORT WILL BE DUE ON 12/12/2025. THE INTERIM REPORT DETAILED THE CAPACITY BUILDING SERVICES PROVIDED IN ACCORDANCE WITH THE GRANT AND DOCUMENTED GRANT FUNDS SPENT TO DATE. | ||
|
ELGA CREDIT UNION |
6065 GRAND POINTE BLVD GRAND BLANC,MI48439 |
2023-06-01 | 1,000,000 | PROGRAM RELATED INVESTMENT (PRI) TO ELGA CREDIT UNION (ELGA CU). THE FOUNDATION WILL DEPOSIT $1,000,000 INTO A MONEY MARKET ACCOUNT FOR A MINIMUM OF 3 YEARS AT A VARIABLE INTEREST RATE OF 150 BASIS POINTS BELOW THE LOWER BOUND OF THE OF LOAN PROGRAMS THAT WILL SERVE THE NEEDS OF RESIDENTS FOR AFFORDABLE FEDERAL FUNDS RATE. ELGA CU WILL DEPLOY FUNDS BY WAY HOUSING AND BUSINESSES IN NORTH FLINT.VERIFICATION DATES:2023- 05/17; 2024 - 03/24; 2025 - 04/14 | 1,000,000 | FOUNDATION KNOWS OF NO FUNDS THAT HAVE BEEN DIVERTED TO ANY OTHER ACTIVITY. | 4/1/2024, 05/23/2024 | FOUNDATION WILL CONTINUE INFORMAL CHECK INS THROUGHOUT YEAR WITH NEXT INTERIM REPORT DUE MARCH 31, 2026. |
| Identifier | Return Reference | Explanation |
|---|---|---|
| GENERAL | PART VIII-A | THE RUTH MOTT FOUNDATION (THE "FOUNDATION") WAS ESTABLISHED BY RUTH MOTT, A PHILANTHROPIST AND WIFE OF AUTOMOTIVE PIONEER CHARLES STEWART MOTT, TO EXTEND THE FOUNDER'S PHILANTHROPIC LEGACY IN HER CHOSEN COMMUNITY OF FLINT, MICHIGAN. THE FOUNDATION'S MISSION IS TO WORK WITH THE COMMUNITY TO CONNECT PEOPLE, IDEAS, AND RESOURCES FOR A VIBRANT AND INCLUSIVE FLINT THROUGH GRANTMAKING AND ITS OPERATION OF APPLEWOOD: THE CHARLES STEWART MOTT ESTATE ("APPLEWOOD"). AS A FOUNDATION ADMINISTERED PROGRAM, APPLEWOOD IS OPEN TO THE PUBLIC FREE OF CHARGE AND IS LISTED ON THE NATIONAL REGISTER OF HISTORIC PLACES. THE ESTATE'S BEAUTIFUL SURROUNDINGS WEAVE TOGETHER THE MOTT FAMILY'S PAST AND PRESENT DEDICATION TO SERVING THE NEEDS OF THE COMMUNITY. IN THAT TRADITION, THE RUTH MOTT FOUNDATION OFFERS ITS RESIDENT EXPERTISE IN GRANTMAKING, HORTICULTURE, HISTORIC PRESERVATION, AND OTHER AREAS TO BENEFIT THE COMMUNITY; PROVIDES PUBLIC GARDEN AND HOUSE TOURS; AND CONDUCTS WORKSHOPS, TRAININGS, FIELD TRIPS, PUBLIC PROGRAMS, AND CONVENINGS. THE HOUSE AND GROUNDS HAVE BEEN TRANSFORMED INTO AN INTERACTIVE EXPERIENCE INCLUDING NUMEROUS EXHIBITS. THE ESTATE IS NORMALLY OPEN THURSDAY-SUNDAY, MAY-OCTOBER. THE COSTS ASSOCIATED WITH THESE EXPENDITURES ARE REPORTED AS DIRECT CHARITABLE ACTIVITIES. |
| PRESERVATION/OPERATION OF APPLEWOOD ESTATE $1,505,965 | PART VIII-A | THE RUTH MOTT FOUNDATION PRESERVES AND MAINTAINS THE HISTORIC APPLEWOOD ESTATE AS A COMMUNITY RESOURCE AND DESIGNS, DELIVERS, AND SUPPORTS COMMUNITY PROGRAMS TO ENCOURAGE COMMUNITY VITALITY IN THE GREATER FLINT AREA. A STAFF OF HORTICULTURISTS ALONG WITH HELP FROM SEASONAL AND CONTRACTUAL WORKERS AND PARTNERSHIPS SUPPORT THE DESIGN AND CONTINUOUS MAINTENANCE OF THE ESTATE'S EXTENSIVE GARDENS AND LANDSCAPE, WHICH PROVIDE BEAUTY AND A SITE FOR PUBLIC PROGRAMMING. DURING 2024, APPLEWOOD HORTICULTURE STAFF MAINTAINED THE GARDENS, ORCHARDS, AND GROUNDS AND PREPARED THEM FOR THE FOLLOWING SEASON, INCLUDING PLANTING 4,000 TULIP BULBS AS WELL AS PLANTING 275 FLATS OF ANNUALS THROUGHOUT THE GARDENS. THE 2024 FRUIT HARVEST INCLUDED PLUMS, TART CHERRIES, APPLES, BLUEBERRIES, SASKATOONS, AND CRAB APPLES. THE FRESH FRUITS AND VEGETABLES WERE AVAILABLE AT NO COST TO GUESTS DURING OPEN HOURS AS PART OF THE TASTE OF APPLEWOOD PROGRAM, PROCESSED FOR FUTURE PROGRAMMING, OR DONATED TO LOCAL NONPROFITS. IN TOTAL, 269 BUSHELS OF PRODUCE WERE HARVESTED. HORTICULTURE STAFF CONTINUES TO SUPPORT PUBLIC PROGRAMS SUCH AS THE "WHAT'S IN BLOOM" TOUR TO SHARE THEIR KNOWLEDGE AND EXPERTISE. CARING FOR YARDS AND GARDENS WAS HIGHLIGHTED AS A FORM OF CIVIC PARTICIPATION. |
| COLLECTIONS $491,680 | PART VIII-A | THE PRESERVATION AND CONSERVATION OF THE ESTATE'S HISTORICAL OBJECTS CONTINUED IN 2024 WITH THE CONSERVATION OF PAINTINGS, FRAMES, AND THE BILLIARD TABLE. MORE THAN 4,300 GUESTS TOURED THE HOME. THE BARN CUPOLA AND UPPER WINDOWS WERE PAINTED AS PART OF CYCLICAL MAINTENANCE TO PRESERVE THE WOOD FOR YEARS TO COME. THE COLLECTION CONTAINS MORE THAN 350,000 ITEMS, INCLUDING THE APPLEWOOD HOUSE AND FARM, FINE AND DECORATIVE ARTS, FURNITURE AND FURNISHINGS, PHOTOGRAPHS, MEMORABILIA, AUDIO RECORDINGS, MOVING IMAGES, AND BOOKS. MAINTENANCE OF THE COLLECTIONS INCLUDED ONGOING INVENTORIES AND DATABASE UPDATES, CATALOGING OF NEW DONATIONS, AND DIGITALLY PRESERVING COLLECTIONS TO ALLOW INCREASED ONLINE ACCESS TO SUPPORT FUTURE EXHIBITS AND MATERIALS. |
| APPLEWOOD EDUCATION & EVENTS $535,290 | PART VIII-A | IN 2024, APPLEWOOD'S EDUCATIONAL PROGRAMS, ACTIVITIES, AND EVENTS, SHARED THE ENDURING LEGACY OF C.S. AND RUTH MOTT BY SHOWCASING THE MOTTS' COMMITMENT TO CIVIC PARTICIPATION. PROGRAMMING INCLUDED THE FAVORITES STORYTIME AND BRING YOUR LUNCH AND LEARN AS WELL AS NEWER PROGRAMS SUCH AS CIVIC MATTERS WHERE VISITORS LEARN ABOUT SEPARATE WAYS TO PARTICIPATE IN YOUR COMMUNITY THROUGH HISTORIC PRESERVATION OR MORE TRADITIONALLY RECOGNIZED MEANS SUCH AS ATTENDING A CITY COUNCIL MEETING. APPLEWOOD'S SIGNATURE EVENT, FALL HARVEST FESTIVAL WAS ATTENDED BY 3,200 VISITORS AND HOLIDAY WALK HOSTED 1,671 GUESTS, WITH 20% OF THOSE FROM THE TARGET AUDIENCE OF NORTH FLINT. |
| Name of Bond | End of Year Book Value | End of Year Fair Market Value |
|---|---|---|
| BLACKROCK FLOATING RATE INCOME FUND, 360,824 SHS | 3,492,784 | 3,492,784 |
| ISHARES, 357,180 SHS | 8,822,346 | 8,822,346 |
| RIVER CANYON TOTAL RETURN BOND FUND, 898,632 SHS | 8,986,325 | 8,986,325 |
| VANGUARD HIGH YIELD CORPORATE FD, 1,341,370 SHS | 7,270,224 | 7,270,224 |
| VANGUARD SHORT TERM TREASURY, 162,451 SHS | 1,593,648 | 1,593,648 |
| Name of Stock | End of Year Book Value | End of Year Fair Market Value |
|---|---|---|
| ALPHABET INC, 5,300 SHS | 1,009,332 | 1,009,332 |
| AMAZON COM INC, 6,600 SHS | 1,447,974 | 1,447,974 |
| APPLE INC, 4,955 SHS | 1,240,831 | 1,240,831 |
| BLACKROCK INC, 1,650 SHS | 1,691,432 | 1,691,432 |
| BLACKSTONE INC, 11,300 SHS | 1,948,346 | 1,948,346 |
| BLACKSTONE SECURED LENDING FUND, 36,350 SHS | 1,174,469 | 1,174,469 |
| BROADCOM INC, 2,050 SHS | 475,272 | 475,272 |
| CARLYLE GROUP INC, 23,600 SHS | 1,191,564 | 1,191,564 |
| CME GROUP INC, 4,050 SHS | 940,532 | 940,532 |
| COSTCO WHOLESALE, 1,400 SHS | 1,282,778 | 1,282,778 |
| DISNEY (WALT) CO, 9,700 SHS | 1,080,095 | 1,080,095 |
| IMPACTIVE CAPITAL FUND | 9,435,862 | 9,435,862 |
| JOHNSON & JOHNSON, 7,475 SHS | 1,081,035 | 1,081,035 |
| KKR & CO INC, 11,325 SHS | 1,675,081 | 1,675,081 |
| META PLATFORMS INC, 5,750 SHS | 3,366,683 | 3,366,683 |
| MFO - D&D SMID CAP VALUE FUND, 6,233,076 SHS | 15,616,563 | 15,616,563 |
| MFO - TOWLE FUND, 976,522 SHS | 10,352,972 | 10,352,972 |
| MFO - WESTFIELD FUND A, 67,628 SHS | 14,278,935 | 14,278,935 |
| MICROSOFT CORPORATION, 1,200 SHS | 505,800 | 505,800 |
| NIKE INC, 5,200 SHS | 393,484 | 393,484 |
| PAYPAL HOLDINGS INC, 9,550 SHS | 815,093 | 815,093 |
| PERSHING SQUARE HOLDINGS LTD, 205,478 SHS | 9,791,027 | 9,791,027 |
| QUALCOMM INC, 4,900 SHS | 752,738 | 752,738 |
| SPDR S&P BIOTECH, 13,300 SHS | 1,197,798 | 1,197,798 |
| STRYKER CORP, 2,350 SHS | 846,118 | 846,118 |
| TIGER GLOBAL CROSSOVER (CAYMAN) LP | 8,578,431 | 8,578,431 |
| UNION PACIFIC CORP, 4,590 SHS | 1,046,704 | 1,046,704 |
| UNITED STATES SUGAR CORPORATION, 19,386 SHS | 12,429,140 | 12,429,140 |
| UWM HOLDINGS CORP, 55,150 SHS | 323,731 | 323,731 |
| VANGUARD DEVELOPED MARKETS INDEX, 1,486,320 SHS | 22,859,597 | 22,859,597 |
| VANGUARD FTSE SOCIAL INDEX FUND, 488,147,536 SHS | 19,818,790 | 19,818,790 |
| VANGUARD SMALL CAP INDEX, 32,132 SHS | 3,700,349 | 3,700,349 |
| VISA INC, 5,300 SHS | 1,675,012 | 1,675,012 |
| WASTE MANAGEMENT INC, 6,750 SHS | 1,362,083 | 1,362,083 |
| Category/ Item | Listed at Cost or FMV | Book Value | End of Year Fair Market Value |
|---|---|---|---|
| ARBORETUM VENTURES III, 1,000,000 SHS | FMV | 129,214 | 129,214 |
| ARBORETUM VENTURES IV, 2,000,000 SHS | FMV | 605,238 | 605,238 |
| BARON REAL ESTATE INCOME FUND, 436,847 SHS | FMV | 7,334,664 | 7,334,664 |
| CROSSLINK VENTURES V LIQUIDATING FUND LLC, 6,000,000 SHS | FMV | 500,071 | 500,071 |
| CROSSLINK VI VENTURE FUND, 800,000 SHS | FMV | 182,357 | 182,357 |
| DFJ GROWTH III LP | FMV | 3,456,063 | 3,456,063 |
| DFJ GROWTH IV LP | FMV | 2,763,986 | 2,763,986 |
| DFJ GROWTH V LP | FMV | 448,227 | 448,227 |
| DRAPER FISHER JURVETSON GROWTH 2013 FUND LP, 2,000,000 SHS | FMV | 3,487,590 | 3,487,590 |
| ELLIOTT INTERNATIONAL LIMITED, 5,000,000 SHS | FMV | 10,286,699 | 10,286,699 |
| HG VORA SPECIAL OPPORTUNITIES FUND, LTD | FMV | 7,759,477 | 7,759,477 |
| HUNTER POINT CAPITAL INVESTORS LP | FMV | 1,129,044 | 1,129,044 |
| IMPACT VENTURES III, LP | FMV | 468,899 | 468,899 |
| IMPACT VENTURES IV, LP | FMV | 453,193 | 453,193 |
| INVENOMIC FUND, 92,612 SHS | FMV | 1,603,119 | 1,603,119 |
| NEUBERGER BERMAN LONG SHORT FUND, 141,483 SHS | FMV | 2,652,801 | 2,652,801 |
| NUT TREE OFFSHORE FUND | FMV | 7,113,577 | 7,113,577 |
| OTTER CREEK LONG/SHORT OPPORTUNITY FUND, 155,514 SHS | FMV | 2,304,723 | 2,304,723 |
| SOF-XIII VIP TE LP | FMV | 100 | 100 |
| STARWOOD PPTY TR INC, 56,100 SHS | FMV | 1,063,095 | 1,063,095 |
| TACONIC CRE DISLOCATION FUND II, LP | FMV | 1,425,101 | 1,425,101 |
| TACONIC CRE DISLOCATION FUND, LP | FMV | 475,006 | 475,006 |
| TGAP VENTURE CAPITAL FUND II, L.P., 2,200,000 SHS | FMV | 923,265 | 923,265 |
| TRP CAPITAL PARTNERS LP | FMV | 14,812 | 14,812 |
| VANGUARD REIT INDEX, 334,520 SHS | FMV | 6,539,858 | 6,539,858 |
| WELLINGTON GLOBAL EQ L/S FD, 156,905 SHS | FMV | 8,262,482 | 8,262,482 |
| YORK CREDIT OPPTN - A/1 SERIES, 1,379 SHS | FMV | 181,485 | 181,485 |
| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| LEGAL FEES | 1,283 | 0 | 1,283 |
| Description | Beginning of Year - Book Value | End of Year - Book Value | End of Year - Fair Market Value |
|---|---|---|---|
| FINE ART | 252,500 | 252,500 | 252,500 |
| FRIENDLY FROG SCULPTURE USED AT APPLEWOOD | 84,551 | 84,551 | 84,551 |
| PROGRAM-RELATED INVESTMENTS | 1,267,503 | 2,299,397 | 2,299,397 |
| RIGHT OF USE ASSET | 651,907 | 527,933 | 527,933 |
| Description | Revenue and Expenses per Books | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| 401K PROCESSING FEES | 2,774 | 8 | 2,766 | |
| ANRP INTERNATIONAL HOLDINGS LP | 20 | 20 | 0 | |
| APOLLO NATURAL RESOURCES LP | 1,744 | 1,744 | 0 | |
| ARBORETUM VENTURES III, L.P. | 670 | 670 | 0 | |
| ARBORETUM VENTURES IV, L.P. | 13,790 | 13,790 | 0 | |
| BUSINESS MEALS | 6,863 | 0 | 7,043 | |
| COMPUTER NETWORK MAINTENANCE | 69,557 | 0 | 69,557 | |
| CROSSLINK VENTURES V LIQUIDATING FUND LLC | 3,505 | 3,505 | 0 | |
| CROSSLINK VENTURES VI, L.P. | 1,661 | 1,661 | 0 | |
| DFJ GROWTH 2013, L.P. | 29,291 | 29,291 | 0 | |
| DFJ GROWTH III, L.P. | 43,856 | 43,856 | 0 | |
| DFJ GROWTH IV, L.P. | 60,901 | 60,901 | 0 | |
| DFJ GROWTH V, L.P. | 32,991 | 32,991 | 0 | |
| DIRECT CHARITABLE ACTIVITIES - SEE ALSO PART VIII-A | 2,546,332 | 0 | 2,532,935 | |
| EVENTS AND PROGRAMS | 18,475 | 0 | 20,803 | |
| HUNTER POINT CAPITAL INVESTORS LP | 0 | 8,598 | 0 | |
| IMPACT VENTURES III LP | 0 | 11,066 | 0 | |
| IMPACT VENTURES IV LP | 0 | 22,523 | 0 | |
| INSURANCE | 25,417 | 0 | 39,242 | |
| MARKETING & AWARENESS | 2,845 | 0 | 2,845 | |
| MEMBERSHIP DUES | 3,231 | 0 | 3,231 | |
| MFO D&D SMID CAP VALUE FUND | 86,709 | 86,709 | 0 | |
| MFO TOWLE FUND | 84,676 | 84,676 | 0 | |
| MFO WESTFIELD FUND A | 75,497 | 75,497 | 0 | |
| MISCELLANEOUS EXPENSE | 3,365 | 0 | 3,565 | |
| MISCELLANEOUS INVESTMENT EXPENSE | 85 | 85 | 0 | |
| OFFICE SUPPLIES | 2,180 | 0 | 2,180 | |
| OTHER EMPLOYMENT EXPENSES | 890 | 0 | 890 | |
| PAYROLL PROCESSING | 7,882 | 22 | 7,860 | |
| POSTAGE | 1,173 | 0 | 1,245 | |
| REPAIRS AND MAINTENANCE | 523 | 0 | 523 | |
| SMALL TOOLS, EQUIP AND FURNISHINGS | 790 | 0 | 790 | |
| SOF-XIII VIP TE, LP | 6,502 | 6,502 | 0 | |
| SUPPLIES | 3,649 | 0 | 3,688 | |
| TACONIC CRE DISLOCATION FUND II LP | 0 | 46,999 | 0 | |
| TACONIC CRE DISLOCATION FUND LP | 0 | 4,346 | 0 | |
| TELEPHONE | 13,023 | 0 | 13,427 | |
| TGAP VENTURE CAPITAL FUND II, LP | 9,253 | 9,253 | 0 | |
| TRP CAPITAL PARTNERS, LP | 478 | 478 | 0 |
| Description | Revenue And Expenses Per Books | Net Investment Income | Adjusted Net Income |
|---|---|---|---|
| "HUGS AROUND YOUR NECK" BOOK SALES | 35 | 35 | |
| APPLEWOOD 100TH ANNIVERSARY BOOK SALES | 641 | 641 | |
| CS MOTT BIOGRAPHY BOOK SALES | 200 | 200 | |
| INTEREST INCOME FROM PROGRAM-RELATED INVESTMENTS | 45,767 | 45,767 | 45,767 |
| Description | Amount |
|---|---|
| INCREASE(DECREASE) IN UNREALIZED GAIN(LOSS) ON INVESTMENT ASSETS | 9,948,003 |
| Description | Beginning of Year - Book Value | End of Year - Book Value |
|---|---|---|
| DEFERRED EXCISE TAX | 1,070,195 | 1,327,517 |
| LEASE LIABILITY | 661,006 | 545,095 |
| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| INVESTMENT MANAGEMENT FEE | 545,000 | 545,000 | 0 | |
| COMMUNITY & GRANTEE DASHBOARD | 32,740 | 0 | 32,740 | |
| HUMAN RESOURCE CONSULTANTS | 38,440 | 0 | 38,440 | |
| OTHER CONTRACTED SERVICES | 81,428 | 0 | 82,411 | |
| WEBSITE | 2,129 | 0 | 2,129 | |
| TEMPORARY STAFFING SUPPORT | 8,979 | 0 | 8,979 | |
| COMPENSATION CONSULTANTS | 51,230 | 0 | 51,230 | |
| STRATEGIC PLANNING | 47,572 | 0 | 47,572 |
| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| FOREIGN TAXES | 67,392 | 67,392 | 0 | |
| PAYROLL TAXES | 133,803 | 551 | 129,938 | |
| MFO TOWLE FUND - FOREIGN TAXES | 3,392 | 3,392 | 0 | |
| MFO WESTFIELD FUND A - FOREIGN TAXES | 56 | 56 | 0 | |
| FEDERAL EXCISE TAX | 442,322 | 0 | 0 |