PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The financial statements present the company's financial position and operational results, highlighting a decrease in Net Asset Value (NAV) per share driven by net unrealized losses despite an increase in net investment income [Statements of Assets and Liabilities](index=3&type=section&id=Statements%20of%20Assets%20and%20Liabilities) Total assets and liabilities rose due to increased investments and debt, while net assets and Net Asset Value (NAV) per share declined Statements of Assets and Liabilities (in thousands, except per share data) | Metric | December 31, 2019 (Unaudited) | March 31, 2019 | | :--- | :--- | :--- | | **Total Investments at fair value** | $2,967,197 | $2,408,132 | | **Total Assets** | $3,060,024 | $2,497,797 | | **Total Debt** | $1,785,637 | $1,128,686 | | **Total Liabilities** | $1,844,142 | $1,185,170 | | **Net Assets** | $1,215,882 | $1,312,627 | | **Net Asset Value Per Share** | $18.27 | $19.06 | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) Total investment income and net investment income increased year-over-year, but significant net realized and unrealized losses reduced the net increase in net assets from operations Statements of Operations Highlights (in thousands) | Metric | Nine Months Ended Dec 31, 2019 | Nine Months Ended Dec 31, 2018 | | :--- | :--- | :--- | | **Total Investment Income** | $205,316 | $193,666 | | **Net Expenses** | $98,828 | $98,469 | | **Net Investment Income** | $106,488 | $95,197 | | **Net Realized and Change in Unrealized Losses** | $(75,305) | $(55,096) | | **Net Increase in Net Assets from Operations** | $31,183 | $40,101 | | **Earnings Per Share — Basic** | $0.46 | $0.56 | [Statements of Changes in Net Assets](index=7&type=section&id=Statements%20of%20Changes%20in%20Net%20Assets) Net assets decreased primarily due to distributions to stockholders and common stock repurchases, which outweighed the net increase from operations Changes in Net Assets (Nine Months Ended Dec 31, 2019, in thousands) | Category | Amount | | :--- | :--- | | Net Assets at beginning of period | $1,312,627 | | Net Increase from Operations | $31,183 | | Distributions to Stockholders | $(90,741) | | Repurchase of common stock | $(37,187) | | **Net decrease in net assets** | **$(96,745)** | | **Net Assets at End of Period** | **$1,215,882** | [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) Net cash used in operating activities increased significantly due to higher investment purchases, while net cash from financing activities rose from higher debt issuances Cash Flow Summary (Nine Months Ended, in thousands) | Activity | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(510,507) | $(46,251) | | Net Cash Provided by Financing Activities | $511,413 | $55,821 | | **Net increase in cash and equivalents** | **$906** | **$9,570** | [Schedule of Investments](index=10&type=section&id=Schedule%20of%20Investments) The investment portfolio, valued at $2.97 billion, is primarily composed of first and second lien secured debt and is diversified across industries like Healthcare and Business Services Total Investments (December 31, 2019, in thousands) | Metric | Amount | | :--- | :--- | | Total Investments at Cost | $3,075,456 | | Total Investments at Fair Value | $2,967,197 | Portfolio Composition by Industry (at Fair Value, Dec 31, 2019) | Industry Classification | Percentage of Total Investments | | :--- | :--- | | Healthcare & Pharmaceuticals | 16.2% | | Business Services | 14.1% | | Aviation and Consumer Transport | 12.6% | | High Tech Industries | 10.3% | | Transportation – Cargo, Distribution | 5.7% | Portfolio Composition by Investment Type (at Fair Value, Dec 31, 2019) | Investment Type | Percentage of Net Assets | | :--- | :--- | | First Lien - Secured Debt | 191.0% | | Second Lien - Secured Debt | 34.3% | | Structured Products and Other | 1.0% | | Preferred Equity | 1.4% | | Common Equity/Interests | 16.5% | | Warrants | 0.0% | [Notes to Financial Statements](index=56&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's BDC and RIC status, accounting policies, related party agreements, investment portfolio specifics, debt, and shareholder equity transactions - The company is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a **Business Development Company (BDC)** and a **Regulated Investment Company (RIC)**[196](index=196&type=chunk)[199](index=199&type=chunk) - For investments without readily available market quotes (Level 3), the company uses a multi-step valuation process involving the Investment Adviser, senior management, independent third-party firms, and the Board of Directors[215](index=215&type=chunk) - The Investment Adviser (AIM) receives a base management fee (**1.50% on gross assets**, reduced to 1.00% above 200% leverage) and a two-part performance-based incentive fee[245](index=245&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk) - As of December 31, 2019, the company had **$592.6 million in total unfunded commitments**, including revolver obligations, letters of credit, and delayed draw loans[346](index=346&type=chunk)[348](index=348&type=chunk) Debt Obligations (as of December 31, 2019, in thousands) | Debt Instrument | Principal Amount Outstanding | Final Maturity Date | | :--- | :--- | :--- | | Senior Secured Facility | $1,440,666 | 11/19/2023 | | 2025 Notes | $350,000 | 03/03/2025 | | **Total Debt** | **$1,790,666** | | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=86&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting increased investment income from a larger portfolio, higher interest expenses from increased leverage, and a portfolio shift towards first lien debt [Portfolio and Investment Activity](index=89&type=section&id=Portfolio%20and%20Investment%20Activity) Net investment activity increased substantially, with the portfolio's composition shifting towards safer first lien secured debt while the weighted average yield decreased Net Investment Activity (in millions) | Period | Investments Made | Investments Sold/Repaid | Net Investment Activity | | :--- | :--- | :--- | :--- | | **Nine Months Ended Dec 31, 2019** | $1,442.0 | $(849.1) | $593.0 | | **Nine Months Ended Dec 31, 2018** | $1,027.8 | $(934.6) | $93.2 | Portfolio Composition at Fair Value | Investment Type | Dec 31, 2019 | Mar 31, 2019 | | :--- | :--- | :--- | | First lien secured debt | 78% | 66% | | Second lien secured debt | 14% | 23% | | **Total secured debt** | **92%** | **89%** | | Other | 8% | 11% | [Results of Operations](index=94&type=section&id=Results%20of%20Operations) Investment income grew due to a larger portfolio, while higher interest costs increased expenses and unrealized depreciation in certain assets widened net losses - The increase in total investment income for the nine months ended Dec 31, 2019, was primarily due to a **higher income-bearing investment portfolio**, partially offset by a decrease in the average yield[406](index=406&type=chunk) - The increase in net expenses for the nine-month period was driven by a **$12.0 million rise in interest and other debt expenses**, attributed to an increase in average debt outstanding to $1.44 billion[408](index=408&type=chunk) - For the nine months ended Dec 31, 2019, the company recorded a net realized loss of $6.3 million and a net change in unrealized losses of $69.0 million, with significant unrealized losses in **Spotted Hawk ($23.8M)** and **Glacier Oil & Gas ($13.3M)**[410](index=410&type=chunk)[412](index=412&type=chunk) [Liquidity and Capital Resources](index=99&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is sourced from its Senior Secured Facility and debt offerings, with significant debt obligations and continued activity in its share repurchase program - As of December 31, 2019, the company had total debt obligations of **$1.79 billion**, with maturities primarily between 3 to 5 years for the Senior Secured Facility and beyond five years for the 2025 Notes[415](index=415&type=chunk) - The company maintains an 'opt out' dividend reinvestment plan and paid distributions totaling **$91.8 million**, or $1.35 per share, for the nine months ended December 31, 2019[417](index=417&type=chunk)[419](index=419&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=100&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to interest rate risk due to its floating-rate loans and debt, with a net positive sensitivity to rising interest rates Interest Rate Sensitivity Analysis (as of December 31, 2019) | Basis Point Change | Estimated Annual Impact on Net Investment Income | | :--- | :--- | | Up 200 basis points | $13.0 million | | Up 100 basis points | $6.3 million | | Down 100 basis points | $(4.4) million | | Down 200 basis points | $1.0 million | [Item 4. Controls and Procedures](index=101&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - Management concluded that as of December 31, 2019, the company's **disclosure controls and procedures were effective** at a reasonable assurance level[426](index=426&type=chunk) - **No changes in internal control over financial reporting** occurred during the third fiscal quarter of 2020 that materially affected, or are reasonably likely to materially affect, the company's internal controls[427](index=427&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=102&type=section&id=Item%201.%20Legal%20Proceedings) The company is a defendant in a 'fraudulent conveyance' lawsuit related to the DSI Renal Holdings bankruptcy, facing a potential liability of approximately $41 million - The company is involved in a legal proceeding related to the bankruptcy of DSI Renal Holdings, with the complaint alleging 'fraudulent conveyance' and seeking damages where the company's potential share is approximately **$41 million plus punitive damages**[431](index=431&type=chunk) [Item 1A. Risk Factors](index=102&type=section&id=Item%201A.%20Risk%20Factors) No material changes have been made to the risk factors previously disclosed in the company's most recent Annual Report on Form 10-K - The report refers to the Risk Factors section of the **Annual Report on Form 10-K** for the year ended March 31, 2019, indicating no material changes[432](index=432&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=102&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company had no unregistered equity sales and has $41.9 million remaining under its authorized share repurchase program Share Repurchase Plan Status (as of Dec 31, 2019, in millions) | Status | Amount | | :--- | :--- | | Maximum Authorized for Repurchase | $250.0 | | Cost of Shares Repurchased | $208.1 | | **Remaining for Repurchase** | **$41.9** | [Item 3. Defaults Upon Senior Securities](index=104&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the reporting period - None[437](index=437&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 814-00646 APOLLO INVESTMENT CORPORATION (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION APOLLO INVESTMENT CORPORATION (Exact name of Registrant as specified in its charter) Maryland 52-2439556 Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 814-00646 (State or other jurisdiction of incorporation or organization) ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 814-00646 APOLLO INVESTMENT CORPORATION (Exact name of Registrant as specified in its charter) Maryland 52-2439556 (State or other jurisdiction of incorporation or organization) (I.R.S ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for Apollo Investment Corporation for the quarterly period ended December 31, 2018, including various statements and detailed schedules of investments [Statements of Assets and Liabilities](index=3&type=section&id=Statements%20of%20Assets%20and%20Liabilities) As of December 31, 2018, total assets increased to $2.38 billion, while total liabilities rose more significantly to $1.07 billion, leading to a decrease in net assets to $1.32 billion and a decline in Net Asset Value (NAV) per share to $19.03 Key Balance Sheet Data (in thousands) | Metric | Dec 31, 2018 (Unaudited) | Mar 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$2,383,667** | **$2,311,810** | | Investments at fair value | $2,307,966 | $2,248,047 | | **Total Liabilities** | **$1,067,062** | **$893,724** | | Debt | $994,487 | $789,846 | | **Net Assets** | **$1,316,605** | **$1,418,086** | | **Net Asset Value Per Share** | **$19.03** | **$19.67** | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) For the three months ended December 31, 2018, the company reported a net decrease in net assets of $1.2 million, or ($0.02) per share, primarily due to a significant increase in net realized and unrealized losses Statements of Operations Highlights (in thousands) | Metric | Three Months Ended Dec 31, 2018 | Three Months Ended Dec 31, 2017 | Nine Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2017 | | :--- | :--- | :--- | :--- | :--- | | Total Investment Income | $64,041 | $64,753 | $193,666 | $197,798 | | Net Expenses | $32,554 | $30,786 | $98,469 | $96,353 | | **Net Investment Income** | **$31,487** | **$33,967** | **$95,197** | **$101,445** | | Net Realized and Change in Unrealized Losses | ($32,665) | ($28,134) | ($55,096) | ($35,043) | | **Net Increase (Decrease) in Net Assets** | **($1,178)** | **$5,833** | **$40,101** | **$66,402** | | **Earnings (Loss) Per Share — Basic** | **($0.02)** | **$0.08** | **$0.56** | **$0.91** | [Statements of Changes in Net Assets](index=7&type=section&id=Statements%20of%20Changes%20in%20Net%20Assets) For the nine months ended December 31, 2018, net assets decreased by $101.5 million, primarily due to distributions to stockholders and common stock repurchases offsetting the increase from operations Changes in Net Assets (Nine Months Ended Dec 31, 2018, in thousands) | Description | Amount | | :--- | :--- | | Net Assets at beginning of period | $1,418,086 | | Net Increase from Operations | $40,101 | | Distributions to Stockholders | ($95,533) | | Repurchase of common stock | ($46,049) | | **Net decrease in net assets** | **($101,481)** | | **Net Assets at End of Period** | **$1,316,605** | [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) For the nine months ended December 31, 2018, net cash used in operating activities was $46.3 million, a significant shift from the prior year, while net cash provided by financing activities was $55.8 million due to net debt issuances Cash Flow Summary (Nine Months Ended, in thousands) | Activity | Dec 31, 2018 | Dec 31, 2017 | | :--- | :--- | :--- | | Net Cash Used in/Provided by Operating Activities | ($46,251) | $118,114 | | Net Cash Used in/Provided by Financing Activities | $55,821 | ($109,778) | | **Net increase in cash and equivalents** | **$9,570** | **$8,336** | [Schedule of Investments](index=10&type=section&id=Schedule%20of%20Investments) This section details the company's investment portfolio by industry, type, cost, and fair value as of December 31, 2018, showing a total fair value of approximately $2.31 billion with concentrations in Aviation, Business Services, and Healthcare Portfolio Composition by Industry (at Fair Value, Dec 31, 2018) | Industry Classification | Percentage of Total Investments | | :--- | :--- | | Aviation and Consumer Transport | 19.7% | | Business Services | 14.5% | | Healthcare & Pharmaceuticals | 13.3% | | High Tech Industries | 8.0% | | Transportation – Cargo, Distribution | 7.1% | | Energy - Oil & Gas | 7.0% | | Other | 30.4% | | **Total Investments** | **100.0%** | - The portfolio is categorized into Non-controlled/non-affiliated, Non-controlled/affiliated, and Controlled investments, with fair values of **$1.49 billion**, **$51.2 million**, and **$764.0 million**, respectively, as of December 31, 2018[81](index=81&type=chunk) [Notes to Financial Statements](index=72&type=section&id=Notes%20to%20Financial%20Statements) The notes provide detailed explanations of the company's significant accounting policies, including investment valuation, income recognition, fair value measurements, related party transactions, debt obligations, stockholders' equity, commitments, and financial highlights [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=70&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results of operations for the quarter ended December 31, 2018, covering business overview, investment portfolio activity, revenue and expense drivers, and liquidity, noting a strategic shift towards first lien secured debt [Portfolio and Investment Activity](index=73&type=section&id=Portfolio%20and%20Investment%20Activity) For the nine months ended December 31, 2018, the company made $1.03 billion in new investments, resulting in net investment activity of $93.2 million, with the portfolio composition shifting significantly towards first lien secured debt (64%) while maintaining a stable weighted average yield of 9.6% Portfolio Composition Change (at Fair Value) | Portfolio Composition | Dec 31, 2018 | Mar 31, 2018 | | :--- | :--- | :--- | | First lien secured debt | 64% | 50% | | Second lien secured debt | 24% | 31% | | **Total secured debt** | **88%** | **82%** | | Unsecured debt | 0% | 5% | | Other | 12% | 13% | Investment Activity (in millions) | Period | Investments Made | Investments Sold/Repaid | Net Investment Activity | | :--- | :--- | :--- | :--- | | **Three Months Ended Dec 31, 2018** | $305.3 | ($290.7) | $14.6 | | **Nine Months Ended Dec 31, 2018** | $1,027.8 | ($934.6) | $93.2 | [Results of Operations](index=78&type=section&id=Results%20of%20Operations) For the nine months ended December 31, 2018, total investment income decreased to $193.7 million, while net expenses increased to $98.5 million, resulting in a net increase in net assets from operations of $40.1 million after significant net realized and unrealized losses - The decrease in investment income for the nine months ended Dec 31, 2018, was primarily driven by a **$4.3 million decrease** in dividend income and a **$1.7 million decrease** in total interest income (including PIK)[364](index=364&type=chunk) - The increase in net expenses for the nine-month period was mainly due to a **$2.2 million increase** in interest and other debt expenses and a **$2.2 million increase** in other general and administrative expenses, partially offset by a **$2.3 million decrease** in management and incentive fees[366](index=366&type=chunk) - For the nine months ended Dec 31, 2018, significant net realized losses included **$30.0 million** from WTI Crude Oil options and **$11.9 million** from the write-off of Elements Behavioral Health, Inc[370](index=370&type=chunk) [Liquidity and Capital Resources](index=83&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is sourced from its Senior Secured Facility, debt offerings, and cash from operations, with total debt obligations at $1.005 billion as of December 31, 2018, and an unused capacity of $1.07 billion on its Senior Secured Facility Contractual Maturities of Debt Obligations (as of Dec 31, 2018, in millions) | Obligation | Total | Less than 1 Year | 1 to 3 Years | 3 to 5 Years | More than 5 Years | | :--- | :--- | :--- | :--- | :--- | :--- | | Senior Secured Facility | $505.0 | $— | $— | $505.0 | $— | | 2043 Notes | $150.0 | $— | $— | $— | $150.0 | | 2025 Notes | $350.0 | $— | $— | $— | $350.0 | | **Total Debt Obligations** | **$1,005.0** | **$—** | **$—** | **$505.0** | **$500.0** | - Distributions paid to stockholders during the nine months ended December 31, 2018, totaled **$96.7 million**, or **$1.35 per share**[382](index=382&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=85&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to interest rate risk due to floating interest rates on its loan portfolio and Senior Secured Facility, with a sensitivity analysis provided to show the estimated annual impact of interest rate changes on net investment income Interest Rate Sensitivity Analysis (as of Dec 31, 2018) | Basis Point Change | Estimated Annual Impact on Net Investment Income | | :--- | :--- | | Up 300 basis points | $20.1 million | | Up 100 basis points | $6.7 million | | Down 100 basis points | ($6.9 million) | [Item 4. Controls and Procedures](index=86&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2018, with no material changes to internal control over financial reporting identified during the quarter - Management concluded that disclosure controls and procedures were **effective** as of December 31, 2018[391](index=391&type=chunk) - No changes in internal control over financial reporting occurred during the third fiscal quarter of 2019 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[392](index=392&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=87&type=section&id=Item%201.%20Legal%20Proceedings) The company is a defendant in a complaint alleging "fraudulent conveyance" related to the bankruptcy of DSI Renal Holdings, with an alleged share of $41 million in damages, and intends to vigorously defend itself - The company is involved in a legal proceeding related to the bankruptcy of DSI Renal Holdings. The complaint seeks damages of approximately **$425 million**, of which the company's alleged share is **$41 million**, plus punitive damages[396](index=396&type=chunk) [Item 1A. Risk Factors](index=87&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the risk factors discussed in the company's Annual Report on Form 10-K for the year ended March 31, 2018, which could materially affect the business [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=87&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's stock repurchase activity, showing $166.1 million of common stock repurchased under publicly announced plans as of December 31, 2018, with $33.9 million remaining under current authorization Share Repurchase Plan Summary (as of Dec 31, 2018) | Agreement Date | Maximum Authorized | Repurchased | Remaining | | :--- | :--- | :--- | :--- | | August 5, 2015 | $50.0 million | $50.0 million | $— | | December 14, 2015 | $50.0 million | $50.0 million | $— | | September 14, 2016 | $50.0 million | $50.0 million | $— | | October 30, 2018 | $50.0 million | $16.1 million | $33.9 million | | **Total** | **$200.0 million** | **$166.1 million** | **$33.9 million** | [Item 3. Defaults Upon Senior Securities](index=89&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period [Item 4. Mine Safety Disclosures](index=89&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company [Item 5. Other Information](index=89&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item [Item 6. Exhibits](index=90&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the CEO and CFO, and a Fee Offset Agreement