Common use of Price Errors Clause in Contracts

Price Errors. a. In t▇▇ ▇▇▇▇▇ ▇▇▇ustments are required to correct any error in the computation of the net asset value ("price") of Fund shares made by Fund Party or a Fund or to make NSCC adjustments Fund Party or the Fund shall notify Morgan Stanley DW Inc. as soon as possible after discovering the n▇▇▇ ▇▇r ▇▇▇▇ ▇▇▇▇stments. Notification can be made verbally but must be confirmed in writing. Written confirmation will be made by Fund Party on Fund letterhead and must state for each day for which an error occurred the incorrect price, the correct price, and the reason for the price change. Fund Party or Fund each agrees that Morgan Stanley DW Inc. may send this writing, or derivation thereo▇, ▇▇ C▇▇▇▇▇▇ ▇▇▇se accounts are affected by the price change. b. Fund Party or a Fund shall reimburse Morgan Stanley DW Inc. for all reasonable out-of-pocket expenses i▇▇▇▇▇▇d ▇▇ ▇▇▇▇▇▇ Stanley DW Inc. in effecting such adjustments upon submissi▇▇ ▇▇ a▇▇ ▇▇▇▇▇▇▇ accounting Fund Party reasonably may require. Expenses to be reimbursed may include, but are not limited to, the costs of performing any additional reconciliation, canceling and rebilling, sending notifications of the error to Clients, requesting remittance and pursuing collection of amounts received (through redemptions or otherwise) in excess of the amount to which such Clients would otherwise have been entitled, and all reasonable expenses related to personnel in connection therewith, but shall not include Morgan Stanley DW Inc.'s overhead expenses. c. ▇▇ ▇▇▇e▇▇▇ ▇▇▇▇ ▇eceived amounts in excess of the amounts to which they otherwise would have been entitled prior to an adjustment for an error, Morgan Stanley DW Inc., unless Fund Party and a Fund otherwise agr▇▇, ▇▇l▇ ▇▇▇▇ ▇ ▇ood faith attempt to collect such excess amounts from those Clients. In no event, however, shall Morgan Stanley DW Inc. be liable to Fund or Fund Party for any suc▇ ▇▇▇▇n▇▇ ▇▇▇▇▇▇▇d the overpayment was not caused by Morgan Stanley DW Inc. d. If an adjustment is n▇▇▇▇▇▇r▇ ▇▇ ▇▇▇▇▇ct an error made by Fund Party or a Fund which has caused Clients to receive amounts less than amounts to which they are entitled, the Fund, by utilizing NSCC procedures, shall make all necessary adjustments to the number of shares owned by these Clients, and distribute to these Clients any and all amounts of the underpayment.

Price Errors. a. In t▇▇ ▇▇▇▇▇ ▇▇▇ustments the event a Fund determines that a pricing error is material and, therefore, that adjustments are required to correct any error in the computation of the net asset value or public offering price ("price") of Fund shares made by Fund Party or a Fund or to make NSCC adjustments adjustments, Fund Party or the Fund shall notify Morgan Stanley DW Inc. as soon as possible after discovering the n▇▇▇ ▇▇r ▇▇▇▇ ▇▇▇▇stments▇▇ as soon as possible after discovering the need for such adjustments. Notification can be made verbally but must be confirmed in writing. Written confirmation will The letter shall be made by written on Fund Party on or Fund letterhead and must state for each day for which an error occurred the incorrect price, the correct price, and the reason for the price change. The Fund Party or Fund each agrees that Morgan Stanley DW Inc. ▇▇▇▇ ▇▇▇▇▇▇ may send this writing, or derivation thereo▇thereof, ▇▇ C▇▇to Clients whose accounts are affected by the price change. In determining materiality for the purpose of this Section 3, ▇▇▇▇ ▇▇▇se accounts are affected by ▇▇▇ agrees that the price changeFund Party may follow the pricing error guidelines that the accounting staff of the Division of Investment Management of the Securities and Exchange Commission has suggested. b. The Fund Party or a Fund shall reimburse Morgan Stanley DW Inc. ▇▇▇▇ ▇▇▇▇▇▇ for all reasonable out-of-pocket expenses iincurred by ▇▇▇▇▇▇d ▇▇ ▇▇▇▇▇▇ Stanley DW Inc. in effecting such adjustments upon submissi▇▇ ▇▇ a▇▇ ▇▇▇▇▇▇▇ submission of any expense accounting Fund Party reasonably may require. Expenses to be reimbursed may include, but are not limited to, the costs of performing any additional reconciliationreconciliations, canceling and rebilling, sending notifications of the error to Clients, requesting remittance and pursuing collection of amounts received (through redemptions or otherwise) in excess of the amount to which such Clients would otherwise have been entitled, and all reasonable expenses related to personnel in connection therewith, but shall not include Morgan Stanley DW Inc.'s overhead expenses. c. ▇▇ ▇▇▇e▇▇▇ ▇▇▇▇▇▇ overhead expenses. ▇▇▇▇ ▇eceived ▇▇▇▇▇ shall use its reasonable best efforts to use the least costly method to correct pricing errors. c. If Clients have received amounts in excess of the amounts to which they otherwise would have been entitled prior to an adjustment for an error, Morgan Stanley DW Inc.▇▇▇▇ ▇▇▇▇▇▇, unless Fund Party and a Fund otherwise agr▇▇agree, ▇▇l▇ ▇▇▇▇ ▇ ▇ood will make a good faith attempt to collect such excess amounts from those Clients. In no event, however, shall Morgan Stanley DW Inc. ▇▇▇▇ ▇▇▇▇▇▇ be liable to Fund or Fund Party for any suc▇ such amounts provided the overpayment was not caused by ▇▇▇▇n▇▇ ▇▇▇▇▇▇▇d the overpayment was not caused by Morgan Stanley DW Inc.. d. If an adjustment is n▇▇▇▇▇▇r▇ ▇▇ ▇▇▇▇▇ct necessary to correct an error made by Fund Party or a Fund which has caused Clients to receive amounts less than amounts to which they are entitled, the Fund, by utilizing NSCC procedures, shall make all necessary adjustments to the number of shares owned by these Clients, and distribute to these Clients any and all amounts of the underpayment.