Obbligazione Morgan Stanleigh 2.924% ( US61760QDT85 ) in USD

Morgan Stanleigh

77 USD ⇌

Stati Uniti

US61760QDT85 ( in USD )

2.924% per anno ( pagato 2 volte l'anno)

03/12/2028

Prospetto opuscolo dell'obbligazione Morgan Stanley US61760QDT85 en USD 2.924%, scadenza 03/12/2028

1 000 USD

5 000 000 USD

61760QDT8

N/A

03/12/2025 ( In 150 giorni )

Morgan Stanley è una società globale di servizi finanziari che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61760QDT85, pays a coupon of 2.924% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 03/12/2028

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61760QDT85, was rated NR by Moody's credit rating agency.

http://www.sec.gov/Archives/edgar/data/895421/000095010313006989/...
424B2 1 dp42289_424b2-ps1161.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Fixed to Floating Rate Notes due 2028

$5,000,000

$644.00

November 2013

Pricing Supplement No. 1,161
Registration Statement No. 333-178081
Dated November 27, 2013
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED PRODUCTS

Fixed to Floating Rate Notes due 2028
Leveraged CMS Curve and S&P 500® Index Linked Notes

As further described below, interest will accrue on the notes (i) in Year 1: at a rate of 9.00% per annum and (ii) in Years 2 to maturity: for
each day that the closing value of the S&P 500® Index is greater than or equal to 75% of the initial index value (which we refer to as the
index reference level), at a variable rate per annum equal to 4 times the difference, if any, between the 30-Year Constant Maturity Swap
Rate ("30CMS") and the 2-Year Constant Maturity Swap Rate ("2CMS") as determined on the CMS reference determination date at the
start of the related quarterly interest payment period; subject to the maximum interest rate of 9.00% per annum for each interest payment
period during the floating interest rate period and the minimum interest rate of 0.00% per annum. The notes provide an above-market
interest rate in Year 1; however, for each interest payment period in Years 2 to maturity, the notes will not pay any interest with respect to
the interest payment period if the CMS reference index level is equal to or less than 0.00% on the related quarterly CMS reference
determination date. In addition, if, on any calendar day, the index closing value is less than the index reference level, interest will accrue at
a rate of 0.00% per annum for that day.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you could lose
some or all of your investment. These securities are not secured obligations and you will not have any security interest in, or
otherwise have any access to, any underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley
Aggregate principal
$5,000,000. May be increased prior to the original issue date but we are not required to do so.
amount:
Issue price:
$1,000 per note
Stated principal
$1,000 per note
amount:
Pricing date:
November 27, 2013
Original issue date:
December 3, 2013 (3 business days after the pricing date)
Maturity date:
December 3, 2028
Interest accrual date:
December 3, 2013
Payment at maturity:
The payment at maturity per note will be the stated principal amount plus accrued and unpaid interest, if any.
Interest:
From and including the original issue date to but excluding December 3, 2014 (the "initial interest payment
period"): 9.00% per annum
From and including December 3, 2014 to but excluding the maturity date (the "floating interest rate period"):
For each interest payment period, a variable rate per annum equal to the product of:
(a) leverage factor times the CMS reference index; subject to the minimum interest rate and the
maximum interest rate; and
(b) N/ACT; where,
"N" = the total number of calendar days in the applicable interest payment period on which the index closing
value is greater than or equal to the index reference level (each such day, an "accrual day"); and
"ACT" = the total number of calendar days in the applicable interest payment period.
The CMS reference index level applicable to an interest payment period will be determined on the related CMS
reference determination date.
Beginning December 3, 2014, it is possible that you could receive little or no interest on the notes. If, on
the related CMS reference determination date, the CMS reference index level is equal to or less than the
CMS reference index strike, interest will accrue at a rate of 0.00% for that interest payment period. In
addition, if on any day, the index closing value is determined to be less than the index reference level,
interest will accrue at a rate of 0.00% per annum for that day. The determination of the index closing
value will be subject to certain market disruption events. Please see Annex A--The S&P 500® Index--
Market Disruption Event" below.
Leverage factor:
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Interest payment
Quarterly
period:
Interest payment
Unadjusted
period end dates:
Interest payment
Each March 3, June 3, September 3 and December 3, beginning March 3, 2014; provided that if any such day is
dates:
not a business day, that interest payment will be made on the next succeeding business day and no adjustment
will be made to any interest payment made on that succeeding business day.
Interest reset dates:
Each March 3, June 3, September 3 and December 3, beginning December 3, 2014
CMS reference
Two (2) U.S. government securities business days prior to the related interest reset date at the start of the
determination dates:
applicable interest payment period.
Maximum interest
rate:
9.00% per annum in any quarterly interest payment period during the floating interest rate period
Minimum interest
rate:
0.00% per annum
CMS reference index:
30-Year Constant Maturity Swap Rate minus 2-Year Constant Maturity Swap Rate, expressed as a percentage.
Please see "Additional Provisions--CMS Reference Index" below.
CMS reference index
0.00%
strike:
Index:
The S&P 500® Index
Underlying index
Standard & Poor's Financial Services LLC
publisher:
Index reference
1,355.4225, which is 75% of the initial index value
level:
Initial index value:
1,807.23, which is the index closing value on November 27, 2013
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See "Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest."
Terms continued on the following page
Estimated value on the pricing
$938.50 per note. The estimated value on any subsequence pricing date may be lower than this
date:
estimate but in no case will be less than $887.40 per note. See "The Notes" on page 3.
Commissions and issue price:
Price to public
Agent's commissions(1)
Proceeds to issuer(2)
Per note
$1,000
$35
$965
Total
$5,000,000
$175,000
$4,825,000
(1)
Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Wealth Management (an
affiliate of the agent) and their financial advisors, of up to $35 per note depending on market conditions. See "Supplemental Information Concerning
Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement.
(2)
See "Use of Proceeds and Hedging" on page 12.
The notes involve risks not associated with an investment in ordinary debt securities. See "Risk Factors"
beginning on page 9.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or
determined if this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

You should read this document together with the related prospectus supplement, index supplement and prospectus, each of
which can be accessed via the hyperlinks below.

Prospectus Supplement dated November 21, 2011
Index Supplement dated November 21, 2011 Prospectus dated November 21, 2011

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental
agency, nor are they obligations of, or guaranteed by, a bank.

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Leveraged CMS Curve and S&P 500® Index Linked Notes

Terms continued from previous page:
Index closing value:
The closing value of the index. Please see "Additional Provisions--The S&P 500® Index" below.
Index cutoff:
The index closing value for any day from and including the fifth index business day prior to the related
interest payment date for any interest payment period shal be the index closing value on such fifth
index business day prior to such interest payment date.
Redemption:
None
Day-count convention:
Actual/Actual
Specified currency:
U.S. dollars
CUSIP / ISIN:
61760QDT8 / US61760QDT85
Book-entry or certificated
Book-entry
note:
Business day:
New York
Calculation agent:
Morgan Stanley Capital Services LLC.
Al determinations made by the calculation agent will be at the sole discretion of the calculation agent
and will, in the absence of manifest error, be conclusive for all purposes and binding on you, the trustee
and us.
All values used in the interest rate formula for the notes and all percentages resulting from any
calculation of interest will be rounded to the nearest one hundred-thousandth of a percentage point,
with .000005% rounded up to .00001%. All dollar amounts used in or resulting from such calculation on
the notes will be rounded to the nearest cent, with one-half cent rounded upward.
Because the calculation agent is our affiliate, the economic interests of the calculation agent and its
affiliates may be adverse to your interests as an investor in the notes, including with respect to certain
determinations and judgments that the calculation agent must make in determining the payment that
you will receive on each interest payment date and at maturity or whether a market disruption event has
occurred. Please see Annex A--The S&P 500® Index--Market Disruption Event" and
"--Discontinuance of the S&P 500® Index; Alteration of Method of Calculation" below. The calculation
agent is obligated to carry out its duties and functions as calculation agent in good faith and using its
reasonable judgment.
Trustee:
The Bank of New York Mellon
Contact information:
Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or
our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866)
477-4776). All other clients may contact their local brokerage representative. Third-party distributors
may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

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The Notes

The notes are debt securities of Morgan Stanley. In year 1, the notes pay interest at a rate of 9.00% per annum. Beginning
December 3, 2014, interest wil accrue on the notes for each day that the closing value of the S&P 500® Index is greater than
or equal to 75% of the initial index value (which we refer to as the index reference level), at a variable rate per annum equal to
4 times the CMS reference index for the related quarterly interest payment period; subject to the maximum interest rate of
9.00% per annum per interest payment period and the minimum interest rate of 0.00% per annum. The floating interest rate
is based on the CMS reference index and the level of the S&P 500® Index. If 30CMS is less than or equal to 2CMS on the
applicable CMS reference determination date, the floating interest rate wil be 0.00% and no interest wil accrue on the notes
for the related interest period. In addition, if, on any calendar day during the interest payment period, the index closing value
is less than the index reference level, interest wil accrue at a rate of 0.00% per annum for that day. We describe the basic
features of these notes in the sections of the accompanying prospectus cal ed "Description of Debt Securities--Floating Rate
Debt Securities" and prospectus supplement cal ed "Description of Notes," subject to and as modified by the provisions
described below. Al payments on the notes are subject to the credit risk of Morgan Stanley.

The stated principal amount and issue price of each note is $1,000. This price includes costs associated with issuing, selling,
structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing
date is less than the issue price. We estimate that the value of each note on the pricing date is $938.50 per note. The
estimated value on any subsequence pricing date may be lower than this estimate but in no case wil be less than $887.40 per
note.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a
performance-based component linked to the CMS reference index and the S&P 500® Index (the "index"). The estimated value
of the notes is determined using our own pricing and valuation models, market inputs and assumptions relating to the CMS
reference index and the index, instruments based on the CMS reference index and the index, volatility and other factors
including current and expected interest rates, as wel as an interest rate related to our secondary market credit spread, which
is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the notes?

In determining the economic terms of the notes, including the interest rate, the leverage factor, the maximum interest rate, the
CMS reference index strike and the index reference level, we use an internal funding rate, which is likely to be lower than our
secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs
borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would
be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the notes?

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including
those related to interest rates and the CMS reference index and the index, may vary from, and be lower than, the estimated
value on the pricing date, because the secondary market price takes into account our secondary market credit spread as wel
as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type, the costs of unwinding the
related hedging transactions and other factors.

MS & Co. may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease
doing so at any time.

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Additional Provisions

CMS Reference Index

What are the 30-Year and 2-Year Constant Maturity Swap Rates?

The 30-Year Constant Maturity Swap Rate (which we refer to as "30CMS") is, on any U.S. government securities business
day, the fixed rate of interest payable on an interest rate swap with a 30-year maturity as reported on Reuters Page
ISDAFIX1 or any successor page thereto at 11:00 a.m. New York City time on that day. This rate is one of the market-
accepted indicators of longer-term interest rates.

The 2-Year Constant Maturity Swap Rate (which we refer to as "2CMS") is, on any U.S. government securities business day,
the fixed rate of interest payable on an interest rate swap with a 2-year maturity as reported on Reuters Page ISDAFIX1 or
any successor page thereto at 11:00 a.m. New York City time on that day.

An interest rate swap rate, at any given time, general y indicates the fixed rate of interest (paid semi-annual y) that a
counterparty in the swaps market would have to pay for a given maturity, in order to receive a floating rate (paid quarterly)
equal to 3-month LIBOR for that same maturity.

U.S. Government Securities Business Day

U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in U.S. government securities.

CMS Rate Fallback Provisions

If 30CMS or 2CMS is not displayed by 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1 Page on any day on
which the level of the CMS reference index must be determined, such affected rate for such day wil be determined on the
basis of the mid-market semi-annual swap rate quotations to the calculation agent provided by five leading swap dealers in the
New York City interbank market (the "Reference Banks") at approximately 11:00 a.m., New York City time, on such day, and,
for this purpose, the mid-market semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed
leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dol ar interest rate swap transaction with a term equal
to the applicable 30 year or 2 year maturity commencing on such day and in a representative amount with an acknowledged
dealer of good credit in the swap market, where the floating leg, calculated on an actual/360 day count basis, is equivalent to
USD-LIBOR-BBA with a designated maturity of three months. The calculation agent wil request the principal New York City
office of each of the Reference Banks to provide a quotation of its rate. If at least three quotations are provided, the rate for
that day wil be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the lowest). If fewer than three quotations are provided
as requested, the rate wil be determined by the calculation agent in good faith and in a commercial y reasonable manner.

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The S&P 500® Index

The S&P 500® Index, which is calculated, maintained and published by Standard & Poor's Financial Services LLC ("S&P"),
consists of 500 component stocks selected to provide a performance benchmark for the U.S. equity markets. The calculation
of the S&P 500® Index is based on the relative value of the float adjusted aggregate market capitalization of the 500
component companies as of a particular time as compared to the aggregate average market capitalization of 500 similar
companies during the base period of the years 1941 through 1943. For additional information about the S&P 500® Index, see
the information set forth under "Annex A--The S&P 500® Index" in this document and "S&P 500® Index" in the accompanying
index supplement.

Index Closing Value Fallback Provisions

The index closing value on any calendar day during the term of the notes on which the index level is to be determined (each,
an "index determination date") wil equal the official closing value of the index as published by the underlying index publisher or
its successor, or in the case of any successor index, the official closing value for such successor index as published by the
publisher of such successor index or its successor, at the regular weekday close of trading on that calendar day, as
determined by the calculation agent; provided that the index closing value for any day from and including the fifth index
business day prior to the related interest payment date for any interest payment period shal be the index closing value in
effect on such fifth index business day prior to such interest payment date; provided further that if a market disruption event
with respect to the index occurs on any index determination date or if any such index determination date is not an index
business day, the closing value of the index for such index determination date wil be the closing value of the index on the
immediately preceding index business day on which no market disruption event has occurred. In certain circumstances, the
index closing value shall be based on the alternate calculation of the index described under "Annex A--The S&P 500® Index--
Discontinuance of the S&P 500® Index; Alteration of Method of Calculation."

"Index business day" means a day, as determined by the calculation agent, on which trading is general y conducted on each of
the relevant exchange(s) for the index, other than a day on which trading on such exchange(s) is scheduled to close prior to
the time of the posting of its regular final weekday closing price.

"Relevant exchange" means the primary exchange(s) or market(s) of trading for (i) any security then included in the index, or
any successor index, and (i ) any futures or options contracts related to the index or to any security then included in the index.

For more information regarding market disruption events with respect to the index, discontinuance of the index and alteration
of the method of calculation, see "Annex A--The S&P 500® Index--Market Disruption Event" and "--Discontinuance of the
S&P 500® Index; Alteration of Method of Calculation" herein.

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Hypothetical Examples

The table below presents examples of hypothetical interest that would accrue on the notes during any quarter in the floating interest rate
period. The examples below are for purposes of illustration only. The examples of the hypothetical floating interest rate that would accrue
on the notes are based both on the level of the CMS reference index level on the applicable CMS reference determination date and on the
total number of calendar days in a quarterly interest payment period on which the index closing value is greater than or equal to the index
reference level.

The actual interest payments during the floating interest rate period will depend on the actual level of the CMS reference index on each
CMS reference determination date and the index closing value of the S&P 500® Index on each day during the floating interest payment
period. The applicable interest rate for each quarterly interest payment period will be determined on a per-annum basis but will apply only
to that interest payment period. The table assumes that the interest payment period contains 90 calendar days. The examples below are
for purposes of illustration only and would provide different results if different assumptions were made.

Hypothetical Interest Rate
CMS
4 times CMS
Number of days on which the index closing value is greater than or equal to the index
Reference
Reference
reference level
Index
Index
0
10
20
30
50
75
90
-3.900%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.600%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.300%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.000%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.700%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.400%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.100%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.800%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.500%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.200%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.900%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.600%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.300%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.000%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.300%
1.20%
0.00%
0.1333%
0.2667%
0.4000%
0.6667%
1.0000%
1.2000%
0.600%
2.40%
0.00%
0.2667%
0.5333%
0.8000%
1.3333%
2.0000%
2.4000%
0.900%
3.60%
0.00%
0.4000%
0.8000%
1.2000%
2.0000%
3.0000%
3.6000%
1.200%
4.80%
0.00%
0.5333%
1.0667%
1.6000%
2.6667%
4.0000%
4.8000%
1.500%
6.00%
0.00%
0.6667%
1.3333%
2.0000%
3.3333%
5.0000%
6.0000%
1.800%
7.20%
0.00%
0.8000%
1.6000%
2.4000%
4.0000%
6.0000%
7.2000%
2.000%
8.00%
0.00%
0.8889%
1.7778%
2.6667%
4.4444%
6.6667%
8.0000%
2.250%
9.00%
0.00%
1.0000%
2.0000%
3.0000%
5.0000%
7.5000%
9.0000%
2.550%
9.00%
0.00%
1.0000%
2.0000%
3.0000%
5.0000%
7.5000%
9.0000%
2.850%
9.00%
0.00%
1.0000%
2.0000%
3.0000%
5.0000%
7.5000%
9.0000%
3.150%
9.00%
0.00%
1.0000%
2.0000%
3.0000%
5.0000%
7.5000%
9.0000%
3.450%
9.00%
0.00%
1.0000%
2.0000%
3.0000%
5.0000%
7.5000%
9.0000%
3.750%
9.00%
0.00%
1.0000%
2.0000%
3.0000%
5.0000%
7.5000%
9.0000%
4.050%
9.00%
0.00%
1.0000%
2.0000%
3.0000%
5.0000%
7.5000%
9.0000%
4.350%
9.00%
0.00%
1.0000%
2.0000%
3.0000%
5.0000%
7.5000%
9.0000%
4.650%
9.00%
0.00%
1.0000%
2.0000%
3.0000%
5.0000%
7.5000%
9.0000%

If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate will be the minimum
interest rate of 0.00% and no interest will accrue on the notes for such interest period regardless of the total number of calendar days in the
interest payment period on which the index closing value of the S&P 500® Index is greater than or equal to the index reference level.

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Historical Information

The CMS Reference Index

The fol owing graph sets forth the historical difference between the 30-Year Constant Maturity Swap Rate and the 2-Year
Constant Maturity Swap Rate for the period from January 1, 1998 to November 27, 2013 (the "historical period"). The
historical difference between the 30-Year Constant Maturity Swap Rate and the 2-Year Constant Maturity Swap Rate should
not be taken as an indication of the future performance of the CMS reference index. The graph below does not reflect the
return the notes would have had during the periods presented because it does not take into account the index closing values
or the leverage factor. We cannot give you any assurance that the level of the CMS reference index wil be positive on any
CMS reference determination date. We obtained the information in the graph below, without independent verification, from
Bloomberg Financial Markets ("USSW"), which closely paral els but is not necessarily exactly the same as the Reuters Page
price sources used to determine the level of the CMS reference index.

*The bold line in the graph indicates the CMS reference index strike of 0.00%.

The historical performance shown above is not indicative of future performance. The CMS reference index level may be
negative on one or more specific CMS reference determination dates during the floating interest rate period even if the level of
the CMS reference index is general y positive and, moreover, the level of the CMS reference index has in the past been, and
may in the future be, negative.

If the level of the CMS reference index is negative on any CMS reference determination date during the floating
interest rate period, you will not receive any interest for the related interest payment period. Moreover, even if the
level of the CMS reference index is positive on any such CMS reference determination date, if the index closing
value is less than the index reference level on any day during the interest payment period, you will not receive any
interest with respect to such day, and if the index closing value remains below the index reference level for each day
in the applicable interest payment period, you will receive no interest for that interest payment period.

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