Common use of Pricing Errors Clause in Contracts

Pricing Errors. In the event of an error in the computation of a Fund’s net asset value per share which, in accordance with procedures adopted by the Fund’s Board of Trustees consistent with views expressed by the staff of the Securities and Exchange Commission regarding appropriate error correction standards, as shall be in effect or amended from time to time, requires adjustment to transactions previously effected on behalf of an Investor (a “Pricing Error”), the Fund Company shall notify Broker-Dealer as soon as possible after discovery of the Pricing Error. Such notification may be verbal, but shall be confirmed promptly in writing. In such event, the Fund Company shall reimburse the affected Fund for any loss (without taking into consideration any positive effect of such Pricing Error) and shall make appropriate adjustments to Broker-Dealer’s Investor accounts, which adjustments shall net the impact of individual Investor gains and losses; this will result in either a net payment to Broker-Dealer from the Fund Company (in the event of net Investor losses) or from Broker-Dealer to the Fund Company (in the event of net Investor gains). In addition, in the event that the Pricing Error causes Broker-Dealer to incur any direct costs for re-processing Investor accounts, such as preparing and mailing revised statements, the Fund Company shall reimburse Broker-Dealer for all such reasonable costs upon receipt from Broker-Dealer of an invoice or other statement documenting such costs in reasonable detail. Further, the Fund Company agrees that Broker-Dealer may request adjustments to Orders previously processed if Broker-Dealer is able to demonstrate to the Fund Company’s satisfaction that the Fund Company’s Pricing Error correction at the Investor account level resulted in unfair or unintended consequences for one or more of Broker-Dealer’s Investors. The timing and amount of any such adjustments shall be as agreed by the Parties.

Pricing Errors. In the event of an error in the computation of a an Alliance Fund’s 's net asset value per share which, in accordance with procedures adopted by the Fund’s 's Board of Trustees Directors consistent with views expressed by the staff of the Securities and Exchange Commission regarding appropriate error correction standards, as shall be in effect or amended from time to time, requires adjustment to transactions previously effected on behalf of an Investor Account (a “"Pricing Error”"), the Fund Company AGIS shall notify Broker-Dealer the Company as soon as possible after discovery of the Pricing Error. Such notification may be verbaloral, but shall be confirmed promptly in writing. In such event, the Fund Company AGIS shall reimburse take whatever steps it deems necessary with respect to the affected Alliance Fund for to address any loss (without taking into consideration any positive effect of such Pricing Error) and shall make appropriate adjustments to Broker-Dealer’s Investor the Company's accounts, which adjustments shall net the impact of individual Investor Contract gains and losses; this will result in either a net payment to Broker-Dealer the Account from the Alliance Fund Company (in the event of net Investor Contract losses) or from Broker-Dealer the Account to the Alliance Fund Company (in the event of net Investor Contract gains), but only to the extent the Company is able to and does subtract such gains from the Contract's Account Values. In addition, in the event that the Pricing Error causes Broker-Dealer the Company to incur any direct costs for re-processing Investor accountsContract accounts under an Account, such as preparing and mailing revised statements, the Fund Company AGIS shall reimburse Broker-Dealer the Company for all such reasonable costs upon receipt from Broker-Dealer the Company of an invoice or other statement documenting such costs in reasonable detail. Further, The parties agree that AGIS or its affiliates shall not be responsible for earnings and/or appreciation that Accounts would have realized on amounts that should have been but were not invested in other funds within the Fund Company agrees that Broker-Dealer may request adjustments Contract due to Orders previously processed if Broker-Dealer is able to demonstrate to the Fund Company’s satisfaction that the Fund Company’s a Pricing Error correction at the Investor account level resulted in unfair or unintended consequences for one or more of Broker-Dealer’s Investors. The timing and amount of any such adjustments shall be as agreed by the PartiesError.

Pricing Errors. In the event (1) a Fund is required (under the then prevailing pricing error guidelines of the Investment Company) to recalculate purchases and redemptions of Shares held in Insurer’s account due to an error in calculating the computation of a Fund’s net asset value per share which, of such class of Shares (a “NAV Error”); or (2) there is a dividend rate error with respect to any Fund held in accordance with procedures adopted by the FundInsurer’s Board of Trustees consistent with views expressed by the staff of the Securities account (a “Rate Error”; Rate Error and Exchange Commission regarding appropriate error correction standards, as NAV Error individually and collectively shall be in effect or amended from time referred to time, requires adjustment to transactions previously effected on behalf of an Investor (as a “Pricing Error”), the Fund ): (i) The Investment Company shall promptly notify Broker-Dealer as soon as possible after discovery Insurer in writing of the Pricing Error, which written notice shall identify the class of Shares, the Business Day(s) on which the Pricing Error(s) occurred and the corrected net asset value of the Shares on each Business Day. (ii) Upon such notification, Insurer shall promptly determine, for all Separate Accounts which purchased or redeemed Shares on each Business Day on which a Pricing Error occurred, the correct number of Shares purchased or redeemed using the corrected price and the amount of transaction proceeds actually paid or received. Such notification may be verbalFollowing such determination, but the Insurer shall be confirmed promptly adjust the number of Shares held in writingeach Separate Account to the extent necessary to reflect the correct number of Shares purchased or redeemed for the Separate Account. Following such determination, Insurer shall notify the Fund of the net changes in transactions for the relevant Separate Account and the Fund shall adjust the Separate Account accordingly. (iii) If, after taking into account the adjustments required by paragraph (ii) above, Insurer determines that some Separate Account customers were still entitled to additional redemption proceeds (a “Redemption Shortfall”), it shall notify the Investment Company of the aggregate amount of the Redemption Shortfalls and provide supporting documentation for such amount. Upon receipt of such documentation, the Investment Company shall cause the relevant Fund to remit to Insurer additional redemption proceeds in the amount of such Redemption Shortfalls and Insurer shall apply such funds to payment of the Redemption Shortfalls. (iv) If, after taking into account the adjustments required by paragraph (iii) above, Insurer determines that a Separate Account customer still received excess redemption proceeds (a “Redemption Overage”), Insurer shall use its best efforts to collect the balance of such Redemption Overage from such Separate Account. In such no event, however, shall Insurer be liable to the Fund Investment Company shall reimburse the affected or any Fund for any loss Redemption Overage. Nothing in this subsection (without taking into consideration d) shall be deemed to limit the right of any positive effect of such Fund to recover any Redemption Overage directly or to be indemnified by any party for losses arising from a Pricing Error) and shall make appropriate adjustments to Broker-Dealer’s Investor accounts, which adjustments shall net the impact of individual Investor gains and losses; this will result in either a net payment to Broker-Dealer from the Fund Company (in the event of net Investor losses) or from Broker-Dealer to the Fund Company (in the event of net Investor gains). In addition, in the event that the Pricing Error causes Broker-Dealer to incur any direct costs for re-processing Investor accounts, such as preparing and mailing revised statements, the Fund Company shall reimburse Broker-Dealer for all such reasonable costs upon receipt from Broker-Dealer of an invoice or other statement documenting such costs in reasonable detail. Further, the Fund Company agrees that Broker-Dealer may request adjustments to Orders previously processed if Broker-Dealer is able to demonstrate to the Fund Company’s satisfaction that the Fund Company’s Pricing Error correction at the Investor account level resulted in unfair or unintended consequences for one or more of Broker-Dealer’s Investors. The timing and amount of any such adjustments shall be as agreed by the Parties.

Pricing Errors. In the event of an error in the computation of a Fund’s Portfolio's net asset value per share which("NAV") or any dividend or capital gain distribution (each, in accordance with procedures adopted by the Fund’s Board of Trustees consistent with views expressed by the staff of the Securities and Exchange Commission regarding appropriate error correction standards, as shall be in effect or amended from time to time, requires adjustment to transactions previously effected on behalf of an Investor (a “Pricing Error”"pricing error"), the Fund Company Trust's investment adviser or the Trust shall notify Broker-Dealer the Company as soon as reasonably possible after discovery of the Pricing Errorerror. Such notification may be verbal, but shall be confirmed promptly in writing. In such eventA pricing error shall be corrected as follows: (a) if the pricing error results in a difference between the erroneous NAV and the correct NAV of less than $0.01 per share, then no corrective action need be taken, (b) if the Fund Company pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than $0.01 per share, but less than 1/2 of 1% of the Portfolio's NAV at the time of the error, then the Trust's investment adviser shall reimburse the affected Fund Portfolio for any loss, after taking into consideration any positive effect of such error; however, no adjustments to Contract Owner accounts need be made, and (c) if the pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than 1/2 of 1% of the Portfolio's NAV at the time of the error, then the Trust's investment adviser shall reimburse the Portfolio for any loss (without taking into consideration any positive effect of such Pricing Errorerror) and shall make appropriate reimburse the Company for the costs of adjustments made to Broker-Dealer’s Investor correct Contract Owner accounts, . If an adjustment is necessary to correct a material error which adjustments shall net has caused Contract Owners to receive less than the impact of individual Investor gains and losses; this will result in either a net payment amount to Broker-Dealer from the Fund Company (in the event of net Investor losses) or from Broker-Dealer to the Fund Company (in the event of net Investor gains). In addition, in the event that the Pricing Error causes Broker-Dealer to incur any direct costs for re-processing Investor accounts, such as preparing and mailing revised statementswhich they are entitled, the Fund Company shall reimburse Broker-Dealer for all number of Account units of such reasonable costs upon receipt from Broker-Dealer of an invoice or other statement documenting such costs in reasonable detail. Further, Contract Owners will be adjusted and the Fund Company agrees that Broker-Dealer may request adjustments to Orders previously processed if Broker-Dealer is able to demonstrate to the Fund Company’s satisfaction that the Fund Company’s Pricing Error correction at the Investor account level resulted in unfair or unintended consequences for one or more of Broker-Dealer’s Investors. The timing and amount of any underpayments shall be credited by the Trust's investment adviser to the Company for crediting of such amounts in the form of Account units for such Contract Owners. Upon notification by the Trust's investment adviser of any overpayment due to a material error, the Company shall promptly remit to the Trust's investment adviser any overpayment that has not been paid to Contract Owners. In no event shall the Company be liable to Contract Owners for any such adjustments or underpayment amounts. A pricing error within categories (b) or (c) above shall be as agreed deemed to be "materially incorrect" or constitute a "material error" for purposes of this Agreement. The standards set forth in this Section 2.7 are based on the parties' understanding of the views expressed by the Partiesstaff of the SEC as of the date of this Agreement. In the event the views of the SEC staff are later modified or superseded by SEC or judicial interpretation, the parties shall amend the foregoing provisions of this Agreement to comport with the appropriate applicable standards, on terms mutually satisfactory to all parties.

Pricing Errors. In the event of an error in the computation of a Fund’s 's net asset value per share which("NAV") or any dividend or capital gain distribution (each, in accordance with procedures adopted by the Fund’s Board of Trustees consistent with views expressed by the staff of the Securities and Exchange Commission regarding appropriate error correction standards, as shall be in effect or amended from time to time, requires adjustment to transactions previously effected on behalf of an Investor (a “Pricing Error”"pricing error"), the Fund Company Adviser or the Trust shall notify Broker-Dealer the Company as soon as possible after discovery of the Pricing Errorerror. Such notification may be verbal, but shall be confirmed promptly in writing. A pricing error shall be corrected as follows: (a) if the pricing error results in a difference between the erroneous NAV and the correct NAV of less than $0.01 per share, then no corrective action need be taken; (b) if the pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than $0.01 per share, the Trust shall make an adjustment to the number of shares purchased or redeemed by the Company to reflect the current NAV. If an adjustment is necessary to correct a material error that has caused Variable Contract owners to receive less than the amount to which they are entitled, the number of shares of the appropriate Fund(s) attributable to the accounts of the Variable Contract owners will be adjusted and the amount of any underpayments shall be credited by the Trust to the Company for crediting of such amount to the applicable Variable Contract owners accounts. Upon notification by the Trust of any overpayment due to a material error, the Company shall promptly remit to Trust any overpayment that has not been paid to Variable Contract owners; provided, that the Adviser, the Distributor and the Trust each acknowledge that the Company shall not be required to recover overpayments from any Variable Contract owner that, because of a pricing error, may have been overpaid for units of interest redeemed from his/her account, but shall reasonably cooperate with the Trust should it determine to seek such recovery. In furtherance thereof, upon the request of the Trust, the Company shall authorize the Trust to institute and prosecute, at its expense, any action to recover material overpayments from any Variable Contract owner arising from such a pricing error; provided, however, that in any such event, the Fund Trust shall indemnify and hold harmless Company shall reimburse and each of its officers, directors, employees and agents against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the affected Fund for any loss (without taking into consideration any positive effect written consent of such Pricing Error) and shall make appropriate adjustments to Broker-Dealer’s Investor accountsthe Company, which adjustments consent shall net the impact of individual Investor gains and losses; this will result in either a net payment to Broker-Dealer from the Fund Company (in the event of net Investor lossesnot be unreasonably withheld) or from Broker-Dealer litigation (including legal and other expenses), to which such indemnified parties may become subject under any statute, regulation, at common law or otherwise, to the Fund Company extent such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from or are related to the event of net Investor gains)pricing error. In addition, in no event shall the event that the Pricing Error causes Broker-Dealer Company be liable to incur any direct costs Variable Contract owners for re-processing Investor accounts, such as preparing and mailing revised statements, the Fund Company shall reimburse Broker-Dealer for all such reasonable costs upon receipt from Broker-Dealer of an invoice or other statement documenting such costs in reasonable detail. Further, the Fund Company agrees that Broker-Dealer may request adjustments to Orders previously processed if Broker-Dealer is able to demonstrate to the Fund Company’s satisfaction that the Fund Company’s Pricing Error correction at the Investor account level resulted in unfair or unintended consequences for one or more of Broker-Dealer’s Investors. The timing and amount of any such adjustments or underpayment amounts. The provisions of this Section 1.10 shall be as agreed by survive termination of the PartiesAgreement.

Pricing Errors. In the event of an error in the computation of a Fund’s 's net asset value per share which, in accordance with procedures adopted by the Fund’s 's Board of Trustees consistent with views expressed by the staff of the Securities and Exchange Commission regarding appropriate error correction standards, as shall be in effect or amended from time to time, requires adjustment to transactions previously effected on behalf of an Investor the Plan (a “"Pricing Error”"), the Fund Company Vanguard shall notify Broker-Dealer the Company as soon as possible after discovery of the Pricing Error. Such notification may be verbaloral, but shall be confirmed promptly in writing. In such event, the Fund Company Vanguard shall reimburse the affected Fund for any loss (without taking into consideration any positive effect of such Pricing Error) and shall make appropriate adjustments to Broker-Dealer’s Investor the Plan's accounts, which adjustments shall net the impact of individual Investor Plan participant gains and losses; this will result in either a net payment to Broker-Dealer the Plan from the Fund Company Vanguard (in the event of net Investor Plan participant losses) or from Broker-Dealer the Plan to the Fund Company Vanguard (in the event of net Investor Plan participant gains). If any Plan participant receives, solely as a result of a Pricing Error and prior to the Company's receipt of notice of such Pricing Error, an amount in excess of the amount to which such participant is entitled (an "overpayment"), the Company will make a good faith attempt to collect the overpayment from such participant to the extent practicable and permitted by law. If the Company's collection efforts are unsuccessful, the Company shall not be required to repay the overpayment out of its own funds, provided the overpayment was not the result of an error or other negligent act or omission on the part of the Company, but shall provide Vanguard with the name and address of the Plan participant to whom such overpayment was made. In addition, in the event that the Pricing Error causes Broker-Dealer the Company to incur any direct costs for re-processing Investor Plan accounts, such as preparing and mailing revised statementsstatements or attempting to collect material overpayments, the Fund Company Vanguard shall reimburse Broker-Dealer the Company for all such reasonable costs upon receipt from Broker-Dealer the Company of an invoice or other statement documenting such costs in reasonable detail. Further, the Fund Company agrees that Broker-Dealer may request adjustments to Orders previously processed if Broker-Dealer is able to demonstrate to the Fund Company’s satisfaction that the Fund Company’s Pricing Error correction at the Investor account level resulted in unfair or unintended consequences for one or more of Broker-Dealer’s Investors. The timing and amount of any such adjustments shall be as agreed by the Parties.

Pricing Errors. In the event of an error in the computation of a Vanguard Fund’s net asset value per share which, in accordance with procedures adopted by the Fund’s Board of Trustees consistent with views expressed by the staff of the Securities and Exchange Commission SEC regarding appropriate error correction standards, as shall be in effect or amended from time to time, requires adjustment to transactions Orders previously effected on behalf of an Investor Account (a “Pricing Error”), the Fund Company Vanguard shall notify Broker-Dealer the Company and the NSCC Firm as soon as possible after discovery of the Pricing Error. Such notification may be verbaloral, but shall be confirmed promptly in writing. In such event, the Fund Company Vanguard shall reimburse the affected Vanguard Fund for any loss (without taking into consideration any positive effect of such Pricing Error) ). Vanguard will be responsible for making the Account whole in the event of a Pricing Error resulting in a lesser amount than what would have been had such Pricing Error not been committed, and shall make appropriate adjustments to Brokerthe Company’s accounts. Such adjustments will be made at the level of the Accounts’ accounts on Vanguard’s mutual fund shareholder record-Dealer’s Investor accounts, which adjustments shall net the impact of individual Investor gains and losseskeeping system; this will result in either a net payment to Broker-Dealer the NSCC Firm from the Fund Company Vanguard (in the event of net Investor that the Pricing Error resulted in Account losses) or from Broker-Dealer the NSCC Firm, at the direction of the Company, to the Fund Company Vanguard (in the event of net Investor that the Pricing Error resulted in Account gains). If any Contract owner receives, solely as a result of a Pricing Error and prior to the Company’s and the NSCC Firm’s receipt of notice of such Pricing Error, an amount in excess of the amount to which such Contract owner is entitled (an “overpayment”), the Company will make a good faith attempt to collect the overpayment from such Contract owner to the extent practicable and permitted by law. If the Company’s collection efforts are unsuccessful, neither the Company nor the NSCC Firm shall be required to repay the overpayment out of its own funds, provided the overpayment was not the result of an error or other negligent act or omission on the part of the Company or the NSCC Firm, respectively, but to the extent practicable and permitted by law, the Company shall provide Vanguard, at its cost and expense, with the name and address of the Contract owner to whom such overpayment was made. In addition, in the event that the Pricing Error causes Broker-Dealer the Company to incur any direct costs for re-processing Investor Contract owner accounts, such as preparing and mailing revised statements, the Fund Company Vanguard shall reimburse Broker-Dealer the Company for all such reasonable costs upon receipt from Broker-Dealer the Company of an invoice or other statement documenting such costs in reasonable detail. Further, the Fund Company agrees that Broker-Dealer may request adjustments to Orders previously processed if Broker-Dealer is able to demonstrate to the Fund Company’s satisfaction that the Fund Company’s Pricing Error correction at the Investor account level resulted in unfair or unintended consequences for one or more of Broker-Dealer’s Investors. The timing and amount of any such adjustments shall be as agreed by the Parties.