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Please refer to important disclosures at the end of this report. Page 1 Strategy Fixed Income Research Sovereigns Latin America Javier Romo (212) 761-0658 Claudia Castro (212) 761-0676 Karim Abdel-Motaal (212) 761-2763 Review December 16, 2002 A Guide to Instruments, Conventions and Market Institutions Introduction The Chilean financial market has proven to be one of the most resilient in Latin America. It is a product of the oldest and most comprehensive structural reform effort in the region. Since the last major crisis � the bank restructuring of 1982 � Chile has been on a secular institutional strengthening path. In the late 1990s, the infamous capital inflow restrictions were relaxed and the CLP has been free floated. In 2001, liberalization and tax incentives were enacted as part of a reform package that gave foreign investors free access to the market and eliminated the capital gains tax. Still, the Chilean market remains small. Its illiquidity is currently the primary impediment to foreign investor participation. The market is, however, fairly complete in terms of range and depth of instruments. There are a number of trends we expect to see in the Chilean market over the next few years: 1. Return of capital inflows. We expect the effects of a decade of Latin crises and terms-of-trade shocks to dissipate and Chilean regulators to have to contend once again with the policy challenge of intermediating large capital inflows in a small open economy. While a return to the capital inflow taxes that characterized the Chilean market�s history is unlikely, regulatory attempts to smooth inflows will probably return, along with the return in inflows 2. Increased integration with the international financial market. The next decade will likely see the admission of Chile into the North American Free Trade Agreement (NAFTA). This event would likely trigger a rapid integration of the Chilean financial market with that of the US. The recent trade agreement between Chile and the US represents a first step in that direction. Because of the small size of the Chilean economy, the migration of liquidity to the offshore market is a distinct possibility. One example, we expect further development of the swap market. 3. De-indexation of the financial market. The role of the UF inflation index (the Chilean CPI index created in 1967, defined later) and real securities denominated in it should decline over time as Chile�s low inflation experience becomes more deeply rooted and the market becomes more integrated with that of the US, in which nominal securities predominate. Foreign Exchange and Derivatives Spot. The Chilean peso (CLP) was introduced on September 29, 1975, replacing the escudo. The CLP currently floats freely. It has gone through virtually the entire menu of exchange rate regimes over the past 30 years. The crawling peg regime lasted the longest � from August 1984 until September 1999. The CLP is not convertible. All foreign exchange transactions must be registered with the Central Bank and can only occur between accredited institutions. The onshore market is open between 9:30 a.m. and 4:30 p.m. (winter) and 5:30 p.m. (summer) local time. It is conducted in several electronic and open trading sessions. The CLP is traded in two different markets. The formal market defined by Chile�s Central Bank uses an agreed rate (�Acuerdo�), which is fixed by the Central Bank, and an observed (�Observado�) rate reflecting commercial transactions in the formal market. The second market is the parallel one, also legal, and used for all transactions not defined by the Central Bank. Exhibit 1 CLP Evolution 400 450 500 550 600 650 700 750 800 Dec-95 Sep-97 Jun-99 Mar-01 Dec-02 Source: Bloomberg Comment Chile Local Markets Sovereigns Chile Local Markets � December 16, 2002 Please refer to important disclosures at the end of this report. Page 2 FX forwards. FX forwards are traded onshore and offshore, though the offshore market is restricted. The market is fairly liquid, with most of the trades done for tenors of three months or less. The daily volume averages $100 million. Offshore forwards are non-deliverable (NDF), as the currency cannot be converted. There are also forwards of Unidades de Fomento (UFs), which are USD/CLP contracts denominated in UFs instead of CLP. The UF is an inflation- indexed unit denominated in CLP. Projections of the UF for each day of the forthcoming month are published by the Central Bank on the business day following the monthly CPI release (generally the 9th of each month). The UF unit has a one-month lag to the consumer price index. UF FX forwards are non-deliverable, settled in cash (USD) using the Dolar Observado and the daily UF level. Forwards exist in the standard tenors: 1-month to 12-months, highly concentrated in the shorter tenors. UF FX forwards are governed by the real equivalent of covered interest rate parity: FUSD/UF = SUSD/CLP / SUF/CLP * [(1+rUF x d/360) / (1+rUSD x d/360)] where, FUSD/UF are the forward points SUSD/CLP is the spot FX rate SUF/CLP is the UF conversion rate into CLP d is business days rUF, rUSD are the UF real and US dollar interest rates. Fixed Income and Derivatives In 2001, the government introduced a capital markets reform law that aimed to facilitate access and promote Chilean local markets. The result is that foreign institutional investors in fixed income now pay a tax of 4% on interest and are exempt from the tax on capital gains. Public Debt The fixed income market includes both public and private debt. Chile�s public debt is currently modest due to the successful stabilization of the last few years. Budget surpluses have reduced the stock of public debt to all-time lows. The government generally highlights the net public debt stock, which subtracts public-sector assets from the gross number. The federal government�s net public debt was $10.6 billion as of June 2002. The actual gross traded public debt stock stood at a face value of over $19 billion, or 16.6% of GDP, as of October 2002, as reported by the Central Bank. The public debt is the obligation of the Treasury and the Central Bank, although the Central Bank is the issuing agent in both cases. Exhibit 2 Public Debt Composition and Evolution US$Bn 9 10 11 12 13 14 15 Dec- 90 Dec- 91 Dec- 92 Dec- 93 Dec- 94 Dec- 95 Dec- 96 Dec- 97 Dec- 98 Dec- 99 Dec- 00 Dec- 01 Mar- 02 Jun- 02 0% 5% 10% 15% 20% 25% 30% 35% 40% 45%Debt / GDP Debt Stock Note: As of June 2002. Source: Ministerio de Hacienda The primary market is open to all registered financial institutions. The government does not release a regular auction schedule. It announces only the intended total issuance size for the upcoming month. PDBCs are issued on a regular basis (twice a week) as a monetary regulation instrument. The short end of the curve is filled with CLP instruments, while longer maturities are generally UF denominated. Exhibit 3 Public Debt Amortization Schedule US$Bn 0 1 2 3 4 5 2002 2003 2004 2005 2006 2007- 20011 2012- 2016 2016 and after Note: As of October 2002. Source: Chile Central Bank Sovereigns Chile Local Markets � December 16, 2002 Please refer to important disclosures at the end of this report. Page 3 PRCs (Pagares Reajustables del Banco Central de Chile con Pago en Cupones) are long-dated inflation-indexed floaters. They have coupon and principal denominated in inflation-indexed units (UF). The PRC cash flows are re- reset according to realizations of UF inflation. The bonds amortize principal on each coupon date. Coupons are paid semi-annually and include interest and a partial principal payment. These bonds are issued in maturities of four to 20 years. PRCs were historically issued through a periodic auction system. They are no longer issued and are slowly being replaced by the Central Bank�s newest securities: BCUs (Bonos del Banco Central.) They came in denominationsof UF500, 1,000, 5,000 and 10,000. In the secondary market, the bonds trade on the basis of real yields up to 2 decimals. Normal bid-ask spreads are 10 bp. The face value of PRCs outstanding is UF271 million ($6.4 billion) or about 34% of the total stock of debt, which makes this the largest Central Bank issued security. The price of the security is defined below: � = + = n i t i iy A P 1 )1( where, P is the price of the security y is the yield to maturity Ai cashflow at i ti is the time remaining to payment of Ai n is the number of payments remaining PRDs (Pagares Reajustables en Dolares del Banco Central) were first issued in 1998. This instrument is similar to PRCs, with the main difference being that it is denominated in US dollars and does not amortize. It is a semi-annual coupon-bearing security, with a single bullet principal payment at maturity. These bonds are issued in maturities of two to 20 years. PRDs are issued and placed through an auction. Issues come in denominations of $50,000-$1,000,000. Financial institutions authorized to operate in the primary market can participate in the auctions only if they are registered with the Open Market Transaction System (SOMA). In the primary market auction, bids are entered in yield terms. In the secondary market, the bonds trade on the basis of real yields up to 2 decimals. Normal bid-ask spreads are 10 bp. There were $3.7 billion face of PRDs outstanding as of October 2002. This is 19 % of the total public debt stock. The price of the security is defined below: � � � � � � + + + = � = n i t i t ii y c y FaceP 1 )1()1( where, P is the price of the security y is the yield to maturity ci is the ith coupon payment ti is the time remaining to payment of ci n is the number of coupon payments remaining. PDBCs (Pagares Descontables del Banco Central � TNotes) are zero-coupon securities denominated in pesos. They range in maturity from 1 month to five years. PDBCs are issued and placed directly in the open market through auction system and window sales. They come in denominations of CLP5, 50, 100 and 200 million. Financial institutions authorized to operate in the primary market can participate in the auctions only if they are registered with SOMA. In the primary market auction, bids are entered in yield terms. In the secondary market, the bonds trade on the basis of nominal yields up to 2 decimals. Normal bid-ask spreads are 10 bp. The stock of PDBCs as of October 2002 stood at CLP 3,300 billion ($4.5 billion), or 24% of the total as of October 2002. The price of the security is defined below ty FaceP )1( + = where, P is the price of the security y is the yield to maturity t is the time to maturity PRBCs (Pagares Reajustables del Banco Central) are zero-coupon securities denominated in inflation-indexed units (UF). These bonds are issued in maturities of up to five years and the government must not exceed a maximum outstanding face value of UF300 million. PRBCs are issued and placed directly in the open market through auction system and window sales. Issues will have denominations of UF 500, 1,000, 5,000 and 10,000. Financial institutions authorized to operate in the primary market can participate in the auctions only if they are registered with SOMA. In the primary market, auction bids are entered in yield terms. In the secondary market, the bonds trade on the basis of nominal yields up to 2 decimals. Normal bid-ask spreads are 10 bp. Sovereigns Chile Local Markets � December 16, 2002 Please refer to important disclosures at the end of this report. Page 4 The stock outstanding as of October 2002 was UF 5.6 million ($0.1 billion) or 1% of the total. ty FaceP )1( + = P is the price of the security y is the yield to maturity T is the time to maturity CEROs (Cupones de Emision Reajustables Opcionales en UF o Dolares). CEROs represent coupons of PRCs and PRDs traded separately. A CERO is different from a �strip� in that it is literally a �single� coupon, not a strip of them. They are bearer securities, denominated in UFs and dollars, respectively. The maturities of these securities are the same as those of the coupons of the original instruments. UF CEROs in UF come in denominations of UF500, 1,000, 5,000 and 10,000. USD CEROs come in denominations of $50,000, 100,000, 500,000 and 1,000,000. The total outstanding as of October 2002 stood at UF68.7 billion plus $830 million ($2.4 billion), over 13% of the total public debt stock. The price for the security is defined as: ty couponP )1( + = where, P is the price of the security y is the yield to maturity t is the time to maturity. BCPs, BCUs and BCDs (Bonos del Banco Central en pesos, UF o dolares). BCs are Central Bank instruments denominated in CLP (BCPs), UF (BCUs) and dollars (BCDs). The bonds were introduced in September 2002 to replace existing instruments with more efficient bullet bonds without amortization and to extend and complete the yield curve. BCPs will have maturities of two and five years, and will start replacing two-year PDBCs. Five-, 10- and 20-year BCUs will replace PRCs of eight and 20 years. Finally, BCDs will be issued in two- and five-year maturities to replace the two-, three- and four-year PRDs). Denominations are as follows: BCPs: CLP5, 50, 100 and 200 million. BCUs: UF 500, 1,000, 5,000 and 10,000. BCDs: $50,000, 100,000, 500,000 and 1,000,000. The Central Bank may also issue different denominations at its discretion. The bonds will be expressed in their respective units and their coupons will be paid in CLP at corresponding coupon dates and at corresponding UF or dollar values � whatever the currency/unit of denomination. Total outstanding as of October 2002 stood at about $1.8 billion or 9.5% of the total public debt stock. The price of the security is defined below: � � � � � � + + + = � = n i t i t ii y c y FaceP 1 )1()1( where, P is the price of the security y is the yield to maturity ci is the ith coupon payment ti is the time remaining to payment of ci n is the number of coupon payments remaining. PTFs (Pagares Reajustables del Banco Central de Chile con Tasa de Interes Flotante) are floating-rate obligations of the Central Bank denominated in inflation-indexed units (UF). Both the UF and the yield over the UF are floating, unlike the PRC, where the real yield is fixed. The PTFs are re-adjustable according to variations of UF and are payable to bearer. They are amortizing. Coupons are payable semi- annually. They pay interest equal to a fixed percentage of the preceding 15-day weighted average of the TIP 90-365 rate (Tasa de Interes Promedio 90-365). The TIP90-365 will be an average of the annual rate of re-adjustable UF deposits, with terms between 90 days and one year, paid by financial system participants and weighted by the amount of each deposit in relation to all deposits. The TIP90-365 is published by the Central Bank. These bonds are issued in maturities greater than one year and up to 15 years, and the maximum outstanding face allowed by the government is UF100 million. PTFs are issued and placed through a periodic auction system. Issues will have denominations of UF500, 1,000, 5,000 and 10,000. Financial institutions authorized to operate in the primary market can participate in the auctions only if they are registered with SOMA. The stock of PTFs as of October 2002 stood at UF84,000 ($2 million), not a significant amount of the public debt stock. Private Debt Debt other than public amounts to about one-third of the total traded debt in the local market. Corporate debt, the first major component of non public debt, is issued in CLP, USD and UF, and generally has maturities greater than one year. The second major component is Letters of Credit, which are Sovereigns Chile Local Markets � December 16, 2002 Please refer to important disclosures at the end of this report. Page 5 issued by banks, finance companies and the Housing and City Planning Administration.These are issued in UF, pesos or foreign currency, and also have maturities of more than one year. Fixed Income Derivatives Attempts to develop the market for futures and options have met with only mixed success. One of the main limitations is the secondary market illiquidity of the underlying bonds, particularly longer-dated ones. Another contributing factor is that short selling is taxed at a capital gains rate of 15%. Domestic Market Participants The Chilean financial market�s main participants are banks, pension funds, institutional investors and, to a lesser extent, insurance companies. Exhibit 4 Debt Composition Corporates 18% Credit Letters 16% Public Debt 66% Source: BCC Banks The Chilean banking system is populated by domestic and international institutions. Up until December 2001, there were 27 institutions in the market, of which nine were local private banks, 16 were foreign banks, one a state bank and one a financial association. The total assets of the banking system stood at $65.8 billion and its net equity was US$4.9 billion. Banks perform conventional commercial banking activities and, through affiliates, investment banking ones. Current law states that, in the future, activities from affiliates will be directly performed by the bank with previous authorization from the SBIF (Superintendencia de Bancos e Instituciones Financieras), the state�s regulatory agency. Exhibit 5 Consolidated Banking System Balance Sheet ($MM) As of December 2001 Assets Liabilities Cash 2,636 Demand Deposits 6,740 Securities 46,130 Time Deposits 29,158 Total Investments 12,236 Mortgage Liabilities 9,674 Fixed Assets 1,282 Liabilities with Locals 1,348 Other 3,497 Liabilities with Foreigners 2,316 Other 11,649 Total Liabilities 60,885 Total Assets 65,781 Net Equity 4,896 Source: SBIF Mutual Funds The mutual fund industry in Chile is governed by the SVS (Superintendencia de Valores y Seguros), an autonomous institution that operates through the ministry of finance. The industry has been growing. The number of funds has tripled in the last five years, and assets under management grew 78% in the last three years to CLP 4,183 billion ($6 billion) as of June 2002. This represents about 8.5% of GDP and is still small. Of the stock of assets under management, around 95% is invested in bonds. Foreign participation in the mutual fund industry is high. The top fund managers, measured by assets under management as of 2001, were Santiago, Banchile and Santander. Exhibit 6 Mutual Fund Assets CLP bln 500 1,500 2,500 3,500 4,500 Dec-97 Dec-98 Dec-99 Dec-00 Dec-01 Jun-02 Source: SVS Pension Funds The pension system in Chile was reformed in 1980, establishing a new fully funded system based on individual contributions through privately administered funds (Administradoras de Fondos de Pensiones � AFP). Pension funds are the main participants in the Chilean financial system. The government guarantees and regulates the system through a dedicated agency: Superintendencia de Sovereigns Chile Local Markets � December 16, 2002 Please refer to important disclosures at the end of this report. Page 6 Administradoras de Fondos de Pensiones (SAFP). Retirement pensions are financed through an automatic deposit equal to 10% of the payroll income of each worker, and made in UFs . Exhibit 7 Pension Fund Assets Composition Public Debt 35% Mortgage backed securities 13% Mutual Funds 2% Financial Institutions stock 1% Financial Institutions bonds 2% Time Deposits 18% Foreign bonds 4% Other 0% Stock 10% Foreign mutual funds 9% Bonds and debentures 6% Note: As of December 2001. Source: SAFP The private pension system had over CLP 23,000 billion (about $33 billion) in assets under management as of December 2001. This is about half of GDP. About one-third of the assets were invested in public debt, particularly in Central Bank PRCs. The funds� investments tend to concentrate in the longer maturities (over eight years). They are nonetheless important participants in short-dated instruments (for cash-management purposes). In August 2002, a new law was passed that increased the variety of funds from two to five and allowed more investment in variable income instruments according to the chosen fund. Funds are named A through E, with A allowing the largest percentage of variable income assets (80%) and E being restricted to variable income investments. Exhibit 8 Pension Fund Assets Since Inception (in CLP bn) 0 5000 10000 15000 20000 25000 Source: SAFP Exhibit 9 Pension Fund Investment Guidelines 1. Instruments of the Central Bank, the Treasury, other instruments guaranteed by Chile's government 40% 40% 50% 70% 80% 2. Time deposits, bonds and other titles representative of inflows issued by financial institutions. 40% 40% 50% 70% 80% 3. Titles guaranteed by financial institutions 40% 40% 50% 70% 80% 4. Letters of credit issued by financial institutions 40% 40% 50% 60% 70% 5. Bonds of Public and Private firms 30% 30% 40% 50% 60% 6. Convertible bonds of Public and private firms 30% 30% 10% 5% --- 7. Stock 60% 50% 30% 15% --- 8. Stock of real estate companies 60% 50% 30% 15% --- 9. Fees of investment funds plus quota of local mutual funds. 40% 30% 20% 10% --- 10. Credit titles and other instruments with maturity less than 1 year. 10% 10% 10% 20% 30% 11. Foreign Instruments 12. Other public instruments authorized by Central Bank 37% provisional up to Oct- 2003 22% provisional up to Oct- 2004 18% provisional up to Oct- 2005 13% provisional up to Oct- 2006 9% provisional up to Oct- 2007 14. Operations containing repo agreements. 15% 10% 5% 5% 5% 15. Public and private debentures 30% 30% 40% 50% --- 16. Fees of local mutual funds 5% 5% 5% 5% --- 17. Subscription agreements and fees of investment funds 2% 2% 2% 2% --- Instrument Max Limits per Fund Fund A Fund B Fund C Fund D Fund E The sum of all the foreign investments from the same AFP through its various funds has a maximum of 20%. Not less than 1% or more than 5% 13. Sum of investments in foreign currency without FX exposure protection 40% 25% 20% 15% 10% Source: SUSEP Insurance Companies The insurance industry is regulated by the Superintendencia de Valores y Seguros (SVS) and the Central Bank. Life insurance is the most prevalent sector in Chile. This translates into generally long-duration liabilities and long- duration assets. Insurance companies therefore demand more of the longer maturities in the market. Insurers� portfolios Sovereigns Chile Local Markets � December 16, 2002 Please refer to important disclosures at the end of this report. Page 7 consist predominantly of public debt and mortgages. Insurance company investible assets amounted to $12.4 billion as of December 2001. Fees have grown steadily as a percentage of GDP, and stood at 4.2% of assets under management at the beginning of 2002. Exhibit 10 Composition of Assets Under Management for Insurance Companies Real Estate Invesments 17% Stock 3% Mortgage backed securities 22% Time Deposits 2% Bonds and debentures 20% Public Debt 23% Foreign investments 2% Bank bonds 8% Investment funds 1% Other 2% Source: SVS Sovereigns Chile Local Markets � December 16, 2002 Please refer to important disclosures at the end of this report. Page 8 Appendix I: Chilean Fixed Income Instrument Descriptions Instrument PRCs PRDs PDBCs PRBCs CEROs BCs Complete Name Pagares Reajustables del Banco Central de Chile con Pago en Cupones Pagares Reajustables en Dolares del Banco Central Pagares Descontables del Banco Central Pagares Reajustables del Banco Central Cupones de Emision Reajustables Opcionales en UF o Dolares Bonos del Banco Central en pesos, UF o dolares Type UF-denominated, coupon- bearing, payable in CLP USD-denominated, payable in CLP Denominated in pesos UF-denominated, payable in pesos UF/Dollar-denominated, CEROs are coupons from PRCs and PRDs CLP-, UF-, USD-denominated,coupon-bearing, payable in CLP Issuer Central Bank Central Bank Central Bank Central Bank Central Bank Central Bank Rating A1/AA A1/AA A1/AA A1/AA A1/AA A1/AA Outstanding UF 281.2 million US$3.7 billion CLP 3,300 billion UF 5.6 million UF 68.7 million and USD 0.8 billion CLP 265 billion, UF 12.1 million and USD 1.2 billion Maturities 4 to 20 years 2 to 20 years Up to 5 years, must common 90 days and 1 year Up to 5 years 2 to 20 years, same as maturities from original instruments 2 to 5 years but can go up to 20 years Coupon Semiannual Semiannual Zero coupon Zero coupon - Semiannual Amortization Equal coupons including interest and principal Bullet Balloon Balloon Balloon Bullet Daycount Actual/365 ISMA 30/360 Act/360 Act/360 Actual/365 Actual/365 Minimum denomination 500 UFs US$50,000 5 million CLP 500 UFs 500 in UF, 50,000 in USD 5 million in CLP, 500 in UF and 50,000 in USD Taxation Foreign institutional investors only pay a tax of 4% on interest gains and are exempt from tax on capital gain. Foreign institutional investors only pay a tax of 4% on interest gains and are exempt from tax on capital gain. Foreign institutional investors only pay a tax of 4% on interest gains and are exempt from tax on capital gain. Foreign institutional investors only pay a tax of 4% on interest gains and are exempt from tax on capital gain. Foreign institutional investors only pay a tax of 4% on interest gains and are exempt from tax on capital gain. Foreign institutional investors only pay a tax of 4% on interest gains and are exempt from tax on capital gain. Primary Market Agent Central Bank Central Bank Central Bank Central Bank Central Bank Central Bank Issuance frequency Irregular Irregular Twice a week No predetermined auction frequency No predetermined auction frequency No predetermined auction frequency. Issue size Average 0.4 million on 8-yr, 0.8 million on 20-yr 10-100 million 10 to 150 billion 0.5 to 2 million Not predetermined. Not predetermined. Allowed bidders Authorized Financial Institutions Authorized Financial Institutions Authorized Financial Institutions Authorized Financial Institutions Authorized Financial Institutions Authorized Financial Institutions Auction system Competitive, traditional and interactive, where bidders will be allowed to re-bid if their bid is not in the pre-authorized range. Competitive, traditional and interactive, where bidders will be allowed to re-bid if their bid is not in the pre-authorized range. Competitive, traditional and interactive, where bidders will be allowed to re-bid if their bid is not in the pre-authorized range. Competitive, traditional and interactive, where bidders will be allowed to re-bid if their bid is not in the pre-authorized range. Competitive, traditional and interactive, where bidders will be allowed to re-bid if their bid is not in the pre-authorized range. Competitive, traditional and interactive, where bidders will be allowed to re-bid if their bid is not in the pre-authorized range. Secondary Market Quote convention Yield Yield Yield Yield Yield Yield Bloomberg screens CHILGB Govt CHPRD Govt CHPDBC Govt CHILTB Govt CHILGS Govt BCPCL/BCUCL/BCDCL Govt Reuters screens 0#CLPRC 0#CLPRD=SN or =CE 0#CLPDBC3ML= / 1YL= 0#CLPRBC3ML= 0#CLCERO=CE 0#CLCENTRAL=SN Source: Morgan Stanley, BCC, Bloomberg The Americas 1585 Broadway New York, New York 10036-8293 Tel: (212) 761-4000 Europe 25 Cabot Square, Canary Wharf London E14 4QA, England Tel: (44 20) 7425-8000 Japan 20-3, Ebisu 4-chome, Shibuya-ku Tokyo 150-6008, Japan Tel: (81 3) 5424-5000 Asia Pacific Three Exchange Square Hong Kong Tel: (852) 2848-5200 © 2002 Morgan Stanley The information and opinions in this report were prepared by Morgan Stanley & Co. Incorporated (�Morgan Stanley�). Morgan Stanley does not undertake to advise you of changes in its opinion or information. 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