Common use of Pricing Failures Clause in Contracts

Pricing Failures. If Fund/Agent: a) fails to provide Pricing Information in accordance with Section I and subsequently provides Pricing Information causing a material investment loss to a FIIOC Plan or FIIOC Plan participant’s account; or b) provides incorrect Pricing Information and subsequently restates the Pricing Information causing a material investment loss to a FIIOC Plan or FIIOC Plan participant’s account; then, subject to applicable law and regulatory guidelines, Fund/Agent shall assume financial responsibility for any losses in accordance with the following provisions: • In the event that a FIIOC Plan or FIIOC Plan participant suffers a loss from investment in the custom investment option which cannot be corrected by FMTC through an adjustment to the FIIOC Plan or FIIOC Plan participant’s account, then subject to applicable law and regulatory guidelines, Fund/Agent shall be responsible for compensating the account so that the FIIOC Plan or FIIOC Plan participant who has incurred such a loss shall be made whole. • In the event that a FIIOC Plan or FIIOC Plan participant gains from investment in the custom investment option, thereby disadvantaging the custom investment option, and the FIIOC Plan or FIIOC Plan participant continues to invest in the custom investment option, FMTC shall adjust the FIIOC Plan or FIIOC Plan participant’s account upon notification to the FIIOC Plan sponsor and remit such adjustment proceeds to the custom investment option in order to make the custom investment option whole. • In the event that a FIIOC Plan or FIIOC Plan participant gains from investment in the custom investment option, thereby disadvantaging the custom investment option, and the FIIOC Plan or FIIOC Plan participant receives a distribution which includes such gain, FMTC, upon notification to the FIIOC Plan sponsor, shall make a reasonable effort to recover from the FIIOC Plan or FIIOC Plan overpayment to the custom investment option, provided that Fund/Agent assumes responsibility for all reasonable and demonstrable expenses incurred by FMTC in attempting to recover the overpayment. Fund/Agent shall be responsible for making the custom investment option whole for any overpayment amount which cannot be recovered by FMTC. • In the event that a FIIOC Plan or FIIOC Plan participant gained from its investment in the custom investment option, thereby disadvantaging the custom investment option, and the amount of the overpayment has been invested in another investment option under the FIIOC Plan, FMTC, upon notification to the FIIOC Plan sponsor, shall sell the excess units or shares in such investment option in the affected FIIOC Plan or FIIOC Plan participant’s account to the extent then available on a current basis and remit the resulting proceeds to the custom investment option to make the custom investment option whole. Fund/Agent shall be responsible for making the custom investment option whole for any dilution in the value of the excess units or shares recovered from the FIIOC Plan or FIIOC Plan participant’s account between the date of investment in another investment option and date of recovery of such excess units or shares. • Fund/Agent shall not net the impact of individual FIIOC Plan or FIIOC Plan participant investment gains and losses in calculating any compensation due FIIOC Plan or FIIOC Plan participants.

Pricing Failures. If A. In the event that Fund/Agent: a) Agent fails to provide Pricing Information on any Business Day, as detailed in Section IV of this Article Two, FIIOC shall be entitled to compensation for the amount of any resulting loss to FIIOC in relation to any FIIOC Plan investment option in accordance with Section I II of Article Three. For this purpose, a related FIIOC Plan investment option is defined as any FIIOC Plan investment option (including, but not limited to, Fidelity mutual funds, non-Fidelity mutual funds, employer stock, commingled pools, guaranteed investment contracts, and subsequently provides customized separately managed portfolios) impacted by held transaction activity due to Fund/Agent’s failure to provide timely Pricing Information causing a material investment loss to a FIIOC Plan or FIIOC Plan participant’s account; orFIIOC. b) provides incorrect Pricing Information and subsequently restates B. In the Pricing Information causing a material investment loss to a FIIOC Plan or FIIOC Plan participant’s account; then, subject to applicable law and regulatory guidelines, event that Fund/Agent shall assume financial responsibility for any losses provides an incorrect price, as determined in accordance with the following provisions: • In the event that Fund/Agent’s price error correction policy, and said error causes a FIIOC Plan or monetary loss to any FIIOC Plan participant suffers a loss from investment in the custom investment option which cannot be corrected account maintained by FMTC through an adjustment to the FIIOC Plan or FIIOC Plan participant’s accountFIIOC, then subject to applicable law and regulatory guidelines, Fund/Agent shall be responsible for compensating the account account(s) so that the FIIOC Plan or any FIIOC Plan participant who has incurred such a loss shall be made whole. • whole in accordance with FIIOC’s price error correction policy. C. In the event that a FIIOC Plan or FIIOC Plan participant gains accounts gain from investment in the custom investment optionan incorrect price, thereby disadvantaging the custom investment option, and the FIIOC Plan or FIIOC Plan participant continues to invest in the custom investment option, FMTC shall adjust the FIIOC Plan or FIIOC Plan participantsuch accounts in accordance with FIIOC’s account price error correction policy and upon notification to the FIIOC Plan sponsor and remit such adjustment proceeds to the custom investment option in order to make the custom investment option wholesponsor(s). • In the event that a If FIIOC Plan or participants received distributions during the time period affected by an overstated price, FIIOC Plan participant gains shall make a reasonable effort to recover overpayments from investment such participants in the custom investment option, thereby disadvantaging the custom investment option, and the FIIOC Plan or FIIOC Plan participant receives a distribution which includes such gain, FMTCaccordance with its price error correction policy, upon notification to the FIIOC Plan sponsor, shall make a reasonable effort to recover from the FIIOC Plan or FIIOC Plan overpayment to the custom investment option, sponsor(s) and provided that Fund/Agent assumes responsibility for all reasonable and demonstrable demonstrable, in a manner reasonably sufficient to the Fund/Agent, expenses incurred by FMTC FIIOC in attempting to recover the overpaymentoverpayments. Fund/Agent shall be responsible for making the custom investment option whole for any overpayment amount which cannot be recovered by FMTC. • In the event that a If exchange transactions are involved, FIIOC Plan or FIIOC Plan participant gained from its investment in the custom investment option, thereby disadvantaging the custom investment option, and the amount of the overpayment has been invested in another investment option under the FIIOC Plan, FMTC, upon notification to the FIIOC Plan sponsor, shall sell the excess units or shares in such investment option in the affected FIIOC Plan or FIIOC Plan participant’s account to the extent then available participant accounts on a current basis and remit the resulting proceeds to the custom investment option to make the custom investment option whole. Fund/Agent shall be responsible for making the custom investment option whole for any dilution in the value of the excess units or shares recovered from the FIIOC Plan or FIIOC Plan participantaccordance with FIIOC’s account between the date of investment in another investment option and date of recovery of such excess units or shares. • Fund/Agent shall not net the impact of individual FIIOC Plan or FIIOC Plan participant investment gains and losses in calculating any compensation due FIIOC Plan or FIIOC Plan participantsprice error correction policy.

Pricing Failures. If Fund/Agent: a) fails to provide Pricing Information in accordance with Section I and subsequently provides Pricing Information causing a material investment loss to a FIIOC Plan or FIIOC Plan participant’s account; or b) provides incorrect Pricing Information and subsequently restates the Pricing Information causing a material investment loss to a FIIOC Plan or FIIOC Plan participant’s account; then, subject to applicable law and regulatory guidelines, Fund/Agent shall assume financial responsibility for any participant losses in accordance with the following provisions: • · In the event that a FIIOC Plan or FIIOC Plan participant suffers a loss from investment in the custom investment option which cannot be corrected by FMTC through an adjustment to the FIIOC Plan or FIIOC Plan participant’s account, then subject to applicable law and regulatory guidelines, Fund/Agent shall be responsible for compensating the account so that the FIIOC Plan or FIIOC Plan participant who has incurred such a loss shall be made whole. • · In the event that a FIIOC Plan or FIIOC Plan participant gains from investment in the custom investment option, thereby disadvantaging the custom investment option, and the FIIOC Plan or FIIOC Plan participant continues to invest in the custom investment option, FMTC shall adjust the FIIOC Plan or FIIOC Plan participant’s account upon notification to the FIIOC Plan sponsor and remit such adjustment proceeds to the custom investment option in order to make the custom investment option whole. • · In the event that a FIIOC Plan or FIIOC Plan participant gains from investment in the custom investment option, thereby disadvantaging the custom investment option, and the FIIOC Plan or FIIOC Plan participant receives a distribution which includes such gain, FMTC, upon notification to the FIIOC Plan sponsor, shall make a reasonable effort to recover from the FIIOC Plan or FIIOC Plan participant the amount overpaid to such FIIOC Plan or FIIOC Plan participant and return such overpayment to the custom investment option, provided that Fund/Agent assumes responsibility for all reasonable and demonstrable expenses incurred by FMTC in attempting to recover the overpayment. Fund/Agent shall be responsible for making the custom investment option whole for any overpayment amount which cannot be recovered by FMTC. • · In the event that a FIIOC Plan or FIIOC Plan participant gained from its investment in the custom investment option, thereby disadvantaging the custom investment option, and the amount of the overpayment has been invested in another investment option under the FIIOC Plan, FMTC, upon notification to the FIIOC Plan sponsor, shall sell the excess units or shares in such investment option in the affected FIIOC Plan or FIIOC Plan participant’s account to the extent then available on a current basis and remit the resulting proceeds to the custom investment option to make the custom investment option whole. Fund/Agent shall be responsible for making the custom investment option whole for any dilution in the value of the excess units or shares recovered from the FIIOC Plan or FIIOC Plan participant’s account between the date of investment in another investment option and date of recovery of such excess units or shares. • · Fund/Agent shall not net the impact of individual FIIOC Plan or FIIOC Plan participant investment gains and losses in calculating any compensation due FIIOC Plan or FIIOC Plan participants.

Pricing Failures. If A. In the event that Fund/Agent: a) Agent fails to provide Pricing Information on any Business Day, as detailed in Section IV of this Article Two, FIIOC shall be entitled to compensation for the amount of any resulting loss to FIIOC in relation to any FIIOC Plan investment option in accordance with Section I II of Article Three. For this purpose, a related FIIOC Plan investment option is defined as any FIIOC Plan investment option (including, but not limited to, Fidelity mutual funds, non-Fidelity mutual funds, employer stock, commingled pools, guaranteed investment contracts, and subsequently provides customized separately managed portfolios) impacted by held transaction activity due to Fund/Agent’s failure to provide timely Pricing Information causing a material investment loss to a FIIOC Plan or FIIOC Plan participant’s account; orFIIOC. b) provides incorrect Pricing Information and subsequently restates the Pricing Information causing a material investment loss to a FIIOC Plan or FIIOC Plan participant’s account; then, subject to applicable law and regulatory guidelines, Fund/Agent shall assume financial responsibility for any losses in accordance with the following provisions: • B. In the event that Fund/Agent provides an incorrect price and said error causes a FIIOC Plan or monetary loss to any FIIOC Plan participant suffers a loss from investment in the custom investment option which cannot be corrected account maintained by FMTC through an adjustment to the FIIOC Plan or FIIOC Plan participant’s accountFIIOC, then subject to applicable law and regulatory guidelines, Fund/Agent shall be responsible for compensating the account account(s) so that the FIIOC Plan or any FIIOC Plan participant who has incurred such a loss shall be made whole. • whole in accordance with FIIOC’s price error correction policy. C. In the event that a FIIOC Plan or FIIOC Plan participant gains accounts gain from investment in the custom investment optionan incorrect price, thereby disadvantaging the custom investment option, and the FIIOC Plan or FIIOC Plan participant continues to invest in the custom investment option, FMTC shall adjust the FIIOC Plan or FIIOC Plan participantsuch accounts in accordance with FIIOC’s account price error correction policy and upon notification to the FIIOC Plan sponsor and remit such adjustment proceeds to the custom investment option in order to make the custom investment option wholesponsor(s). • In the event that a If FIIOC Plan or participants received distributions during the time period affected by an overstated price, FIIOC Plan participant gains shall make a reasonable effort to recover overpayments from investment such participants in the custom investment option, thereby disadvantaging the custom investment option, and the FIIOC Plan or FIIOC Plan participant receives a distribution which includes such gain, FMTCaccordance with its price error correction policy, upon notification to the FIIOC Plan sponsor, shall make a reasonable effort to recover from the FIIOC Plan or FIIOC Plan overpayment to the custom investment option, sponsor(s) and provided that Fund/Agent assumes responsibility for all reasonable and demonstrable expenses incurred by FMTC FIIOC in attempting to recover the overpaymentoverpayments. Fund/Agent shall be responsible for making the custom investment option whole for any overpayment amount which cannot be recovered by FMTC. • In the event that a If exchange transactions are involved, FIIOC Plan or FIIOC Plan participant gained from its investment in the custom investment option, thereby disadvantaging the custom investment option, and the amount of the overpayment has been invested in another investment option under the FIIOC Plan, FMTC, upon notification to the FIIOC Plan sponsor, shall sell the excess units or shares in such investment option in the affected FIIOC Plan or FIIOC Plan participant’s account to the extent then available participant accounts on a current basis and remit the resulting proceeds to the custom investment option to make the custom investment option whole. Fund/Agent shall be responsible for making the custom investment option whole for any dilution in the value of the excess units or shares recovered from the FIIOC Plan or FIIOC Plan participantaccordance with FIIOC’s account between the date of investment in another investment option and date of recovery of such excess units or shares. • price error correction policy. D. Fund/Agent shall not net the impact of individual FIIOC Plan or FIIOC Plan participant investment gains and losses in calculating any compensation due FIIOC Plan or participants and/or FIIOC Plan participantsas the result of an incorrect price.