Common use of Erroneous Transactions Clause in Contracts

Erroneous Transactions. 7.1 The Fund or MSIM shall provide the Bank through the Global Custodian settlement instructions with respect to each trade, and shall request that each Broker provide the Bank with reports listing the trades that such Broker has executed on behalf of the Fund on each Trading Day. All such instructions and reports shall be provided within such time frame and in such formats as may be agreed to among the Fund, MSIM, the Bank and each Broker. Absent the Bank's negligence or willful misconduct, in no event shall the Bank be liable for any Losses incurred by MSIM as a result of any acts or omissions of MSIM, any Broker, CSDCC, CSRC, SAFE, the stock exchanges, CSDCC's clearing bank or any other relevant PRC authorities. The Fund and MSIM shall indemnify the Bank for and hold the Bank harmless against any Losses incurred by the Bank as a result of any erroneous transactions executed by the Broker on the Fund's behalf or any failure of settlement in or from the Fund's accounts not due to the Bank's negligence, willful misconduct or breach of this Agreement. The provisions of this Section 7.1 shall survive the termination of this Agreement. 7.2 In the event that there is a discrepancy between the settlement instructions provided by the Global Custodian on behalf of MSIM to the Bank, the report of the Fund's executed trades provided by a Broker to the Bank or the securities and trading data provided by CSDCC to the Bank, the Bank shall notify the Global Custodian and MSIM through the Global Custodian prior to the deadline for such notice agreed among the Global Custodian, the Bank and the Fund or MSIM on behalf of the Fund, provided, however that the Bank shall have no obligation to provide notice prior to such deadline if it does not receive instructions from the Global Custodian or reports from a Broker or CSDCC in a timely fashion. 7.3 MSIM shall promptly notify the Global Custodian and the Bank in the event that MSIM becomes aware of any discrepancy between its trading instructions to a Broker and the trades executed by a Broker on the Fund's behalf. MSIM agrees that if any such discrepancies cannot reasonably be resolved during the Trading Day on which the relevant trade or trades occurred, all settlement of securities and cash will be conducted in accordance with the securities trading and clearing data maintained by CSDCC. MSIM on behalf of the Fund agrees that it will make commercially reasonable efforts to resolve any such discrepancy, and to promptly notify the Bank of the terms of any such resolution. 7.4 In the event of any erroneous transaction involving the Fund's accounts, the Fund or MSIM on behalf of the Fund and the Bank shall follow the rectification procedures set forth in the Notice and provided as Schedule 1 hereto and, to the extent not inconsistent with the Notice, such additional rectification procedures as may be contained in this Agreement or from time to time agreed to by MSIM on behalf of the Fund and the Bank (collectively, the "RECTIFICATION PROCEDURES"). MSIM shall request that the Broker adhere to such Rectification Procedures and cooperate with the Bank as necessary to resolve any erroneous transaction including sending the Bank a written explanation or confirmation for rectification, financial reporting or audit purposes. Prior to the resolution of any erroneous transaction, the Bank shall hold the relevant assets pursuant to the terms of this Agreement, as if duly owned by the Fund. 7.5 MSIM on behalf of the Fund shall request that Broker shall adhere to the Rectification Procedures throughout the term of this agreement and shall also endeavour to ensure that during the term of this Agreement there will not be permitted to exist any material inconsistency between the Rectification Procedures as agreed under or pursuant to this Agreement and any error identification or rectification procedures agreed under or pursuant to any agreement between the Fund, MSIM and each Broker.

Erroneous Transactions. 7.1 The Fund or MSIM QFII Applicant, in its capacity as QFII and on behalf of the Funds, shall provide send to the Bank through the Global Custodian its settlement instructions with in respect to each trade, of executed securities transactions and shall request that each procure the relevant PRC Broker provide to send to the Bank with execution reports listing regarding the trades that orders such PRC Broker has executed on behalf of the QFII Applicant for a Fund on each Trading Day. All Day in such instructions format, by such means, and reports shall be provided within such time frame as agreed by the Bank, the QFII Applicant, and in such formats as may be agreed to among the Fund, MSIMrelevant PRC Broker. In any event, the Bank and each Broker. Absent the Bank's negligence or willful misconduct, in no event shall the Bank not be liable for any Losses incurred by MSIM as a result of the QFII Applicant due to any acts or omissions of MSIMcommitted by any PRC Broker, any Brokerthe QFII Applicant, a Fund, CSDCC, CSRC, SAFE, the stock exchangesStock Exchanges, CSDCC's the clearing bank or of CSDCC and any other relevant PRC authorities. The Fund and MSIM shall indemnify the Bank for and hold the Bank harmless against any Losses incurred by the Bank as a result of any erroneous transactions executed by the Broker on the Fund's behalf or any failure of settlement in or from the Fund's accounts not due to the Bank's negligence, willful misconduct or breach of this Agreement. The provisions of this Section 7.1 shall survive the termination of this Agreement. 7.2 In The Bank shall notify the event that there QFII Applicant through the Global Custodian by the deadline and by such means as agreed between the QFII Applicant, and the Bank on each day on which any settlement of transactions is a to take place of any discrepancy between the execution report provided to the Bank by the relevant PRC Broker, the settlement instructions provided to the Bank by the Global Custodian QFII Applicant on behalf of MSIM to a Fund through the Global Custodian, and/or the securities trading and clearing data received by the Bank from CSDCC; provided that the Bank receives the report from the relevant PRC Broker, the settlement instructions from the QFII Applicant on behalf of a Fund through the Global Custodian, and/or data from CSDCC by such deadlines as have been agreed by the QFII Applicant, and the Bank, the report and where applicable, CSDCC. 7.3 The QFII Applicant, in its capacity as QFII and on behalf of the Fund's executed trades provided by a Broker Funds, agrees to notify the Bank or the securities and trading data provided by CSDCC to the Bank, the Bank shall notify the Global Custodian and MSIM through the Global Custodian prior to the deadline for such notice agreed among the Global Custodian, the Bank and the Fund or MSIM immediately on behalf of the Fund, provided, however that the Bank shall have no obligation to provide notice prior to such deadline if it does not receive instructions from the Global Custodian or reports from a Broker or CSDCC in a timely fashion. 7.3 MSIM shall promptly notify the Global Custodian and the Bank in the event that MSIM becomes becoming aware of any discrepancy between its trading instructions to a the relevant PRC Broker and the trades orders executed by a Broker such PRC Broker. The QFII Applicant, in its capacity as QFII and on behalf of the Fund's behalf. MSIM agrees , acknowledges that if any such discrepancies cannot reasonably be resolved during on such Trading Day, the Trading Day on which the relevant trade or trades occurred, all settlement of securities and cash will be conducted in accordance with the securities trading and clearing data maintained held by CSDCC. MSIM on behalf of the Fund agrees CSDCC and undertakes that it will make commercially reasonable efforts to resolve any such discrepancythe QFII Applicant shall, and to promptly procure the relevant PRC Broker to use their best endeavors to resolve the discrepancy as soon as reasonably practicable and notify the Bank through the Global Custodian of the terms of any such resolutionsolution or action to be taken accordingly. 7.4 In the event of any erroneous transaction involving the Fund's accountstransaction, the Fund or MSIM QFII Applicant, in its capacity as QFII and on behalf of the Fund Funds, and the Bank shall follow the error identification and rectification procedures as set forth out in the QFII Securities Transactions Notice and provided as set out in Schedule 1 hereto and, to the extent not inconsistent with the Noticeinconsistent, this Agreement and such additional rectification other procedures as may be contained in this Agreement or further agreed between both parties from time to time agreed (together the “Rectification Procedures”). In particular, in case of any over-purchase of PRC Securities causing an overdraft to by MSIM the RMB Special Account, the Bank and the QFII Applicant, in its capacity as QFII and on behalf of the Fund Funds, agrees to follow the Rectification Procedures as prescribed by the QFII Securities Transactions Notice. Any party to this Agreement who becomes aware of any such overdraft shall notify the other party to this Agreement and the Bank (collectivelyrelevant PRC Broker in a timely fashion. The QFII Applicant, in its capacity as QFII and on behalf of the "RECTIFICATION PROCEDURES"). MSIM Funds, shall request that procure the relevant PRC Broker adhere to such follow the Rectification Procedures and cooperate with the Bank in taking such actions as necessary to resolve any erroneous transaction may be required by the Rectification Procedures including sending the Bank and the Global Custodian a written explanation or confirmation for rectification, financial reporting or audit purposes. Prior to the resolution of any erroneous transactionPending rectification, the QFII Applicant, in its capacity as QFII and on behalf of the Funds, authorizes the Bank shall to hold the relevant assets pursuant to PRC Securities on the terms of this Agreement, Agreement as if duly owned by the relevant Fund. 7.5 MSIM The QFII Applicant, in its capacity as QFII and on behalf of the Fund shall request that Broker shall adhere to the Rectification Procedures throughout the term of this agreement and Funds, shall also endeavour to ensure that during the term of this Agreement there will not be permitted to exist any material inconsistency between the Rectification Procedures as agreed under or pursuant to this Agreement and any error identification or rectification procedures agreed under or pursuant to any agreement between the Fund, MSIM QFII Applicant and each PRC Broker. 7.6 The QFII Applicant, in its capacity as QFII and on behalf of the Funds, and the Bank further agree that if any of the provisions of this Agreement are inconsistent with the QFII Securities Transactions Notice, the requirements under the QFII Securities Transactions Notice shall prevail over such provisions and both parties agree to change, vary or amend the terms of this Agreement in good faith, if necessary, to bring them in line with the requirements of the QFII Securities Transactions Notice.

Erroneous Transactions. 7.1 8.1 The Fund QFII Applicant, on behalf of a Fund, or MSIM a Fund, shall provide send to the Bank its settlement instructions through the Global Custodian settlement instructions with in respect to each trade, of executed Securities transactions and shall request that each the Broker provide to send to the Bank with execution reports listing regarding the trades that such orders the Broker has executed on behalf of the Fund Funds on each Trading Day. All Day in such instructions format and reports shall be provided by such means of transmission and within such time frame as agreed by the Bank and in such formats as may be agreed to among the Fund, MSIMQFII Applicant and/or the Broker. In any event, the Bank and each Broker. Absent the Bank's negligence or willful misconduct, in no event shall the Bank not be liable for any Losses incurred by MSIM as a result of the QFII Applicant due to any acts or omissions of MSIMcommitted by the Broker, any Brokerthe QFII Applicant, CSDCC, CSRC, SAFE, the stock exchangesStock Exchanges, CSDCC's the clearing bank or of CSDCC and any other relevant PRC authoritiesAuthorities. The Fund QFII Applicant and MSIM the relevant Fund(s) shall indemnify the Bank for and hold the Bank harmless against from any Losses incurred by the Bank as a result of any erroneous transactions executed by the Broker on the Fund's behalf or any failure of settlement in or from the Fund's accounts not due to the Bank's negligence, willful misconduct ’s negligence or breach of this Agreementdefault. The provisions of this Section 7.1 This indemnity shall survive continue notwithstanding the termination of this Agreement. 7.2 In the event that there is a discrepancy between the settlement instructions provided by the Global Custodian on behalf of MSIM to the Bank, the report of the Fund's executed trades provided by a Broker to the Bank or the securities and trading data provided by CSDCC to the Bank, the 8.2 The Bank shall notify the Global Custodian and MSIM through QFII Applicant, on behalf of the Global Custodian prior to relevant Fund, or the Fund, by the deadline for such notice as agreed among between the Global CustodianQFII Applicant, the Bank and the Fund or MSIM on behalf of the Fund, providedand the Bank on each day on which any settlement of transactions is to take place of any discrepancy between the execution report provided to the Bank by the Broker and the settlement instructions provided to the Bank by the QFII Applicant, however on behalf of a Fund, or a Fund through the Global Custodian and/or the Securities trading and clearing data received by the Bank from CSDCC provided that the Bank shall have no obligation to provide notice prior to such deadline if it does not receive receives the report from the Broker, the settlement instructions from the Global Custodian or reports and/or data from a Broker or CSDCC in a timely fashion. 7.3 MSIM shall promptly notify by such deadlines as have been agreed between the Global Custodian and the Bank in and where applicable, CSDCC. 8.3 The QFII Applicant, on behalf of the event that MSIM becomes relevant Fund, or the Fund, shall notify the Bank promptly on becoming aware of any discrepancy between its trading instructions to a the Broker and the trades orders executed by a Broker such Broker. The QFII Applicant, on behalf of the Fund's behalf. MSIM agrees relevant Funds, and the relevant Funds acknowledge that if any such discrepancies cannot reasonably be resolved during on such Trading Day, the Trading Day on which the relevant trade or trades occurred, all settlement of securities Securities and cash will be conducted in accordance with the securities Securities trading and clearing data maintained held by CSDCC. MSIM the CSDCC and undertake that the QFII Applicant, on behalf of the relevant Fund, and the relevant Fund agrees that it will make commercially reasonable efforts shall, and shall request the Broker to, use their best endeavours to resolve any such discrepancy, the discrepancy as soon as reasonably practicable and to promptly notify the Bank of the terms of any such resolutionsolution or action to be taken accordingly. 7.4 8.4 In the event of any erroneous transaction involving the Fund's accountsFunds’ accounts or Investments, the Fund or MSIM QFII Applicant, on behalf of the Fund Funds, the Funds, and the Bank shall follow the error identification and rectification procedures as set forth out in the Notice Circular and provided as set out in Schedule 1 hereto and, to the extent not inconsistent with the NoticeCircular, such additional rectification procedures as may be contained in this Agreement or and such other procedures as may be further agreed between both parties from time to time agreed (together the “Rectification Procedures”). In particular, in case of any over-purchase of Securities causing an overdraft to by MSIM any RMB Special Account, the Bank, the QFII Applicant, on behalf of the relevant Fund, and the relevant Fund agree to follow the Rectification Procedures as prescribed by the Circular. The QFII Applicant, on behalf of the Funds, the Funds, and the Bank (collectively, the "RECTIFICATION PROCEDURES"). MSIM shall request that the Broker adhere to such follow the Rectification Procedures and cooperate with the Bank in taking such actions as necessary to resolve any erroneous transaction may be required by the Rectification Procedures including sending the Bank a written explanation or confirmation for rectification, financial reporting or audit purposes. Prior to the resolution of any erroneous transaction, the QFII Applicant, on behalf of the relevant Fund, and the relevant Fund, authorise the Bank shall to hold the relevant assets pursuant to Securities on the terms of this Agreement, Agreement as if duly legally owned by the relevant Fund. 7.5 MSIM 8.5 The QFII Applicant, on behalf of the Fund Funds, the Funds, and the Bank shall request that Broker shall adhere also seek to cause the Rectification Procedures throughout the term of this agreement and shall also endeavour agreed to ensure that during the term of this Agreement there will not be permitted to exist any material inconsistency between the Rectification Procedures as agreed under or pursuant to this Agreement and to be consistent with any error identification or rectification procedures agreed to under or pursuant to any agreement between the Fund, MSIM QFII Applicant and each the Broker. 8.6 The QFII Applicant and the Bank further agree that if any of the provisions of this Agreement are inconsistent with the Circular, the requirements under the Circular shall prevail over such provisions and both parties agree to change, vary or amend the terms of this Agreement in good faith, if necessary, to bring them in line with the requirements of the Circular.