Common use of Erroneous Transactions Clause in Contracts

Erroneous Transactions. 7.1 The QFII Applicant, in its capacity as QFII and on behalf of the Funds, shall send to the Bank through the Global Custodian its settlement instructions in respect of executed securities transactions and shall procure the relevant PRC Broker to send to the Bank execution reports regarding the orders such PRC Broker has executed on behalf of the QFII Applicant for a Fund on each Trading Day in such format, by such means, and within such time frame as agreed by the Bank, the QFII Applicant, and the relevant PRC Broker. In any event, the Bank shall not be liable for any Losses incurred by the QFII Applicant due to any acts or omissions committed by any PRC Broker, the QFII Applicant, a Fund, CSDCC, CSRC, SAFE, the Stock Exchanges, the clearing bank of CSDCC and any other relevant PRC authorities. 7.2 The Bank shall notify the 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 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 QFII Applicant on behalf of 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, and where applicable, CSDCC. 7.3 The QFII Applicant, in its capacity as QFII and on behalf of the Funds, agrees to notify the Bank through the Global Custodian immediately on becoming aware of any discrepancy between its trading instructions to the relevant PRC Broker and the orders executed by such PRC Broker. The QFII Applicant, in its capacity as QFII and on behalf of the Fund, acknowledges that if any discrepancies cannot be resolved on such Trading Day, the settlement of securities and cash will be conducted in accordance with the securities trading and clearing data held by the CSDCC and undertakes that the QFII Applicant shall, and to 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 solution or action to be taken accordingly. 7.4 In the event of any erroneous transaction, the QFII Applicant, in its capacity as QFII and on behalf of the Funds, and the Bank shall follow the error identification and rectification procedures as set out in the QFII Securities Transactions Notice and set out in Schedule 1 hereto and, to the extent not inconsistent, this Agreement and such other procedures as may be further agreed between both parties from time to time (together the “Rectification Procedures”). In particular, in case of any over-purchase of PRC Securities causing an overdraft to the RMB Special Account, the Bank and the QFII Applicant, in its capacity as QFII and on behalf of the 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 relevant PRC Broker in a timely fashion. The QFII Applicant, in its capacity as QFII and on behalf of the Funds, shall procure the relevant PRC Broker to follow the Rectification Procedures and cooperate with the Bank in taking such actions as 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. Pending rectification, the QFII Applicant, in its capacity as QFII and on behalf of the Funds, authorizes the Bank to hold the relevant PRC Securities on the terms of this Agreement as if duly owned by the relevant Fund. 7.5 The QFII Applicant, in its capacity as QFII and on behalf of the Funds, shall also ensure that during the term of this Agreement there will not be permitted to exist any 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 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 The QFII Applicant, in its capacity as QFII and on behalf of the Funds, Fund or MSIM shall send to provide the Bank through the Global Custodian its settlement instructions in with respect of executed securities transactions to each trade, and shall procure the relevant PRC request that each Broker to send to provide the Bank execution with reports regarding listing the orders trades that such PRC Broker has executed on behalf of the QFII Applicant for a Fund on each Trading Day in Day. All such format, by such means, instructions and reports shall be provided within such time frame and in such formats as may be agreed by to among the BankFund, the QFII Applicant, and the relevant PRC Broker. In any eventMSIM, the Bank and each Broker. Absent the Bank's negligence or willful misconduct, in no event shall not the Bank be liable for any Losses incurred by the QFII Applicant due to MSIM as a result of any acts or omissions committed by of MSIM, any PRC Broker, the QFII Applicant, a Fund, CSDCC, CSRC, SAFE, the Stock Exchangesstock exchanges, the CSDCC's clearing bank of CSDCC and 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 The 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 QFII Applicant Global Custodian and MSIM through the Global Custodian by prior to the deadline and by for such means as notice agreed between the QFII Applicant, and 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 relevant PRC Broker, the settlement instructions provided to the Bank by the QFII Applicant on behalf of a Fund through among 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, and where applicable, CSDCC. 7.3 The QFII Applicant, in its capacity as QFII and Fund or MSIM on behalf of the FundsFund, agrees to notify provided, however that the Bank through shall have no obligation to provide notice prior to such deadline if it does not receive instructions from the Global Custodian immediately on becoming 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 the relevant PRC a Broker and the orders trades executed by such PRC Broker. The QFII Applicant, in its capacity as QFII and a Broker on behalf of the Fund, acknowledges 's behalf. MSIM agrees that if any such discrepancies cannot reasonably be resolved during the Trading Day on such Trading Daywhich the relevant trade or trades occurred, the all settlement of securities and cash will be conducted in accordance with the securities trading and clearing data held maintained by CSDCC. MSIM on behalf of the CSDCC and undertakes Fund agrees that the QFII Applicant shallit will make commercially reasonable efforts to resolve any such discrepancy, and to procure the relevant PRC Broker to use their best endeavors to resolve the discrepancy as soon as reasonably practicable and promptly notify the Bank through the Global Custodian of the solution or action to be taken accordinglyterms of any such resolution. 7.4 In the event of any erroneous transactiontransaction involving the Fund's accounts, the QFII Applicant, in its capacity as QFII and Fund or MSIM on behalf of the Funds, Fund and the Bank shall follow the error identification and rectification procedures as set out forth in the QFII Securities Transactions Notice and set out in provided as Schedule 1 hereto and, to the extent not inconsistentinconsistent with the Notice, this Agreement and such other additional rectification procedures as may be further agreed between both parties contained in this Agreement or from time to time (together the “Rectification Procedures”). In particular, in case of any over-purchase of PRC Securities causing an overdraft agreed to the RMB Special Account, the Bank and the QFII Applicant, in its capacity as QFII and by MSIM on behalf of the 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 Fund and the relevant PRC Bank (collectively, the "RECTIFICATION PROCEDURES"). MSIM shall request that the Broker in a timely fashion. The QFII Applicant, in its capacity as QFII and on behalf of the Funds, shall procure the relevant PRC Broker adhere to follow the such Rectification Procedures and cooperate with the Bank in taking such actions as may be required by the Rectification Procedures necessary to resolve any erroneous transaction including sending the Bank and the Global Custodian a written explanation or confirmation for rectification, financial reporting or audit purposes. Pending rectificationPrior to the resolution of any erroneous transaction, the QFII Applicant, in its capacity as QFII and on behalf of the Funds, authorizes the Bank to shall hold the relevant PRC Securities on assets pursuant to the terms of this Agreement Agreement, as if duly owned by the relevant Fund. 7.5 The QFII Applicant, in its capacity as QFII and MSIM on behalf of the Funds, 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 QFII Applicant Fund, MSIM 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 QFII Applicant, in its capacity as QFII and on behalf of the Fundsa Fund, or a Fund, shall send to the Bank its settlement instructions through the Global Custodian its settlement instructions in respect of executed securities Securities transactions and shall procure request the relevant PRC Broker to send to the Bank execution reports regarding the orders such PRC the Broker has executed on behalf of the QFII Applicant for a Fund Funds on each Trading Day in such format, format and by such means, means of transmission and within such time frame as agreed by the Bank, Bank and the QFII Applicant, and Applicant and/or the relevant PRC Broker. In any event, the Bank shall not be liable for any Losses incurred by the QFII Applicant due to any acts or omissions committed by any PRC the Broker, the QFII Applicant, a Fund, CSDCC, CSRC, SAFE, the Stock Exchanges, the clearing bank of CSDCC and any other relevant PRC authoritiesAuthorities. The QFII Applicant and the relevant Fund(s) shall indemnify the Bank and hold the Bank harmless from any Losses incurred by the Bank as a result of any erroneous transactions executed by the Broker or failure of settlement not due to the Bank’s negligence or default. This indemnity shall continue notwithstanding the termination of this Agreement. 7.2 8.2 The Bank shall notify the QFII Applicant through Applicant, on behalf of the Global Custodian relevant Fund, or the Fund, by the deadline and by such means as agreed between the QFII Applicant, on behalf of the Fund, and 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 relevant PRC Broker, Broker and the settlement instructions provided to the Bank by the QFII Applicant Applicant, on behalf of a Fund, or a Fund through the Global Custodian, Custodian and/or the securities Securities trading and clearing data received by the Bank from CSDCC; 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, Custodian and/or data from CSDCC by such deadlines as have been agreed by between the QFII Applicant, Global Custodian and the Bank, Bank and where applicable, CSDCC. 7.3 8.3 The QFII Applicant, in its capacity as QFII and on behalf of the Fundsrelevant Fund, agrees to or the Fund, shall notify the Bank through the Global Custodian immediately promptly on becoming aware of any discrepancy between its trading instructions to the relevant PRC Broker and the orders executed by such PRC Broker. The QFII Applicant, in its capacity as QFII and on behalf of the Fundrelevant Funds, acknowledges and the relevant Funds acknowledge that if any discrepancies cannot be resolved on such Trading Day, the settlement of securities Securities and cash will be conducted in accordance with the securities Securities trading and clearing data held by the CSDCC and undertakes undertake that the QFII Applicant Applicant, on behalf of the relevant Fund, and the relevant Fund shall, and to procure shall request the relevant PRC Broker to to, use their best endeavors endeavours to resolve the discrepancy as soon as reasonably practicable and notify the Bank through the Global Custodian of the solution or action to be taken accordingly. 7.4 8.4 In the event of any erroneous transactiontransaction involving the Funds’ accounts or Investments, the QFII Applicant, in its capacity as QFII and on behalf of the Funds, the Funds, and the Bank shall follow the error identification and rectification procedures as set out in the QFII Securities Transactions Notice Circular and set out in Schedule 1 hereto and, to the extent not inconsistentinconsistent with the Circular, such additional rectification procedures as may be contained in this Agreement and such other procedures as may be further agreed between both parties from time to time (together the “Rectification Procedures”). In particular, in case of any over-purchase of PRC Securities causing an overdraft to the any RMB Special Account, the Bank and Bank, the QFII Applicant, in its capacity as QFII and on behalf of the Fundsrelevant Fund, agrees and the relevant Fund agree 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 relevant PRC Broker in a timely fashionCircular. The QFII Applicant, in its capacity as QFII and on behalf of the Funds, the Funds, and the Bank shall procure request the relevant PRC Broker to follow the Rectification Procedures and cooperate with the Bank in taking such actions as 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. Pending rectificationPrior to the resolution of any erroneous transaction, the QFII Applicant, in its capacity as QFII and on behalf of the Fundsrelevant Fund, authorizes and the relevant Fund, authorise the Bank to hold the relevant PRC Securities on the terms of this Agreement as if duly legally owned by the relevant Fund. 7.5 8.5 The QFII Applicant, in its capacity as QFII and on behalf of the Funds, the Funds, and the Bank shall also ensure that during the term of this Agreement there will not be permitted seek to exist any inconsistency between cause the Rectification Procedures as agreed to 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 QFII Applicant and each PRC the Broker. 7.6 8.6 The QFII Applicant, in its capacity as QFII and on behalf of the Funds, Applicant and the Bank further agree that if any of the provisions of this Agreement are inconsistent with the QFII Securities Transactions NoticeCircular, the requirements under the QFII Securities Transactions Notice 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 QFII Securities Transactions NoticeCircular.