Clearly Erroneous Transaction Policy

Definition & Terms

A "clearly erroneous" transaction is defined as an execution on an order that was entered in error (e.g., in terms of price, quantity or symbol) and at a price substantially away from, or inconsistent with, the prevailing market for that security at the time of execution.

Designated principals of Instinet, LLC will review questionable transactions on its trading platform with the intent of preserving the integrity of the marketplace and facilitating a fair and orderly market pursuant to this Policy.

A client's use of Instinet's trading system constitutes its executory acceptance of Instinet's right to modify or to cancel transactions in accordance with this Policy and Guidelines. Clearly erroneous filings on Instinet orders routed to another market center, such as an Exchange or other ECN, will be subject to the policies of those entities. While Instinet can request rulings on a client's behalf, it cannot make any decisions or take any action on routed trades.

Notification of Clear Error

If a client receives an execution of an order that was entered in error (e.g., in terms of price, quantity or symbol), the client may contact Instinet and request that the transaction be reviewed pursuant to the Clearly Erroneous Transactions Policy.

Clients should submit requests to review transactions within 20 minutes of execution of such transaction. Requests received after such time period may be reviewed depending on the facts and circumstances surrounding such request; however, Instinet reserves the right to decline to review any request submitted more than 20 minutes after execution.

Transaction Reviews Initiated by Instinet

Instinet reserves the right to initiate a review of a transaction, regardless of whether or not a client request has been submitted, if it determines in its sole discretion that circumstances warrant such a review. Such circumstances may include, but are not limited to, system malfunctions (either internal or those in another market center affecting all market participants) or regulatory inquiries. In such instances, Instinet may notify clients that a transaction will be reviewed pursuant to the Clearly Erroneous Transactions Policy.

Adjudicating Transactions

In the event that Instinet, LLC designated principals determine that a material term of a reviewed transaction is clearly erroneous, said designated principals shall have the authority to declare that the transaction is null and void or modify one or more terms of the transaction.

A final determination generally will be made within an hour of a request being submitted. In all cases, however, designated principals will make a final determination prior to the open of the next trading day following the request. Instinet will promptly provide oral notification of a determination to the parties involved in a disputed transaction.

Rules Applicable to All Clearly Erroneous Requests

Each request will be considered on a case-by-case basis. Once a request is filed, it cannot be withdrawn without the consent of both parties.