Common use of Limitation of Liability and Indemnification Clause in Contracts

Limitation of Liability and Indemnification. (a) Equitable shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on Equitable's part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party). In no event shall Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant to Section 6(a) above, Equitable shall not be responsible for, and the Trust shall indemnify and hold Equitable harmless from and against any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable or its officers or agents of information, records, or documents which are received by Equitable or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's refusal or failure to comply with the terms of this Agreement or the Trust's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable by data services, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Funds, investment advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) Equitable X.X. Xxxxxx shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by Equitable or the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting resulting, (i) from or attributable to willful misfeasance, bad faith or negligence on Equitable's X.X. Xxxxxx’x part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its duties; (or such third party'sii) duties or from reckless disregard by Equitable (or by such third party) X.X. Xxxxxx of its obligations and duties under this Agreement Agreement; (in the case of Equitableiii) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) from X.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement Agreement; or (in iv) the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party)X.X. Xxxxxx. In no event shall Equitable (or such third party) X.X. Xxxxxx be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) X.X. Xxxxxx has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant Subject to Section 6(a) above, Equitable X.X. Xxxxxx shall not be responsible for, and the Trust Equitable shall indemnify and hold Equitable X.X. Xxxxxx harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities incurred by X.X. Xxxxxx, any of its agents, or Equitable’s or the Trust’s agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable X.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable X.X. Xxxxxx or its officers or agents of information, records, or documents which are received by Equitable X.X. Xxxxxx or its officers or agents and furnished to it or them by or on behalf of Equitable or the Trust, and which have been prepared or maintained by Equitable or the Trust or any third party on behalf of Equitable or the Trust; (iii) the Trust's Equitable’s refusal or failure to comply with the terms of this Agreement or the Trust's Equitable’s lack of good faith, or its its/their actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Equitable hereunder; (v) the reliance on or the carrying out by Equitable X.X. Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable X.X. Xxxxxx by data servicesdata, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such insuch state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agentsagents other than X.X. Xxxxxx, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's ’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken failure of Equitable or by the Trust, its Manager, its investment advisers, Trust and its distributor in compliance to comply with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith or negligence of third parties to whom X.X. Xxxxxx, Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by Equitable or by the Trust. (c) In performing its services hereunder, its FundsX.X. Xxxxxx shall be entitled to rely on any oral or written instructions, investment advisersnotices or other communications, or including electronic transmissions, from Equitable, the Trust distributors. The Trust and their custodians, officers and trustees, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized, and shall not be liable indemnified by Equitable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable pursuant to this Agreementexpense caused by such reasonable reliance.

Limitation of Liability and Indemnification. (a) Equitable 9.1 Odyssey shall not be liable for any error of judgment action taken or mistake of law omitted to be taken by Odyssey under or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relatesAgreement, except for a loss or expense losses caused principally and directly by or resulting from or attributable to willful misfeasanceOdyssey's gross negligence, bad faith or negligence on Equitable's part willful misconduct. 9.2 in the aggregate to the greater of (a) the amount deposited with it for the purpose of a distribution in respect of all or on the part of any third party to whom Equitable has delegated any which the claim of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party). In no event shall Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) liability has been advised of the likelihood of such loss or damage made and regardless of the form of action. (b) Except the amount of fees paid by the Corporation to Odyssey in the extent that Equitable may be held liable pursuant twelve (12) months immediately preceding the first receipt by Odyssey of notice of the claim. 9.3 The Corporation hereby agrees to Section 6(a) above, Equitable shall not be responsible for, and the Trust shall indemnify and hold Equitable harmless Odyssey and each of its directors, officers, employees, shareholders and agents (each, an " Indemnified Party"), from and against any and all claims, demands, assessments, proceedings, suits, actions, losses, penalties, judgments, damages, costs, reasonable attorneys' expenses, fees and expensesliabilities whatsoever, paymentsincluding, without limitation, legal fees and expenses on a solicitor and liabilitiesclient basis, including but not limited to those that any Indemnified Party may suffer or incur, or that may be asserted against any of them, in consequence of, arising out of from or attributable to: (i) in any and all actions of Equitable or its officers or agents required to be taken pursuant way relating to this Agreement; Agreement (ii) as the reliance same may be amended, modified or supplemented from time to time), except where same results principally and directly from the gross negligence, willful misconduct or bad faith on or use by Equitable or its officers or agents of information, records, or documents which are received by Equitable or its officers or agents and furnished to it or them by or on behalf the part of the TrustIndemnified Party. 9.4 The Corporation agrees that its liability hereunder shall be absolute and unconditional, regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to any of the Indemnified Parties, and which have been prepared or maintained by the Trust shall accrue and become enforceable without prior demand or any third party on behalf of the Trust;other precedent action or proceeding. (iii) the Trust's refusal or failure to comply with the terms of this Agreement or the Trust's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach 9.5 Notwithstanding and without limitation of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable by data services, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date provision of this Agreement; (viii) any failure of the Trust's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securitiesnotwithstanding whether such losses or damages are foreseeable or unforeseeable, tax, commodities Odyssey and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Funds, investment advisers, or Trust distributors. The Trust each Indemnified Party shall not be liable under any circumstances whatsoever for any breach by any other person, which term includes corporations, partnerships, trusts or other entities, of securities law or other rule of any securities regulatory authority, for lost profits or for special, indirect, incidental, special consequential, exemplary, aggravated or consequential punitive losses or damages damages. 9.6 For so long as the Corporation is a client of any kind whatsoever (including but not limited Odyssey, the Corporation undertakes to lost profits) even if advise Odyssey in writing as soon as reasonably practicable in the Trust has been advised event that the Corporation becomes, or ceases to be, a reporting issuer with the United States Securities and Exchange Commission. 9.7 The provisions of this Section 9 shall survive the likelihood resignation or removal of such loss or damage Odyssey and regardless the termination of the form of action, except when the Trust is required to indemnify Equitable pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) Equitable EIM shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or gross negligence on Equitable's EIM’s part (or on the part of any third party to whom Equitable EIM has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's’s) duties or from reckless disregard by Equitable EIM (or by such third party) of its obligations and duties under this Agreement (in the case of EquitableEIM) or under an agreement with Equitable EIM (in the case of such third party) or, subject to Section 10 below, Equitable's EIM’s (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of EquitableEIM) or an agreement with Equitable EIM (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of EquitableEIM) or under an agreement with Equitable EIM (in the case of such third party). In no event shall Equitable EIM (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable EIM (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable EIM may be held liable pursuant to Section 6(a) above, Equitable EIM shall not be responsible for, and the Trust shall indemnify and hold Equitable EIM harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities including, including but not limited to to, those arising out of or attributable to: (i) any and all actions of Equitable EIM or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable EIM or its officers or agents of information, records, or documents which are received by Equitable EIM or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's ’s refusal or failure to comply with the terms of this Agreement or the Trust's ’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable EIM or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable EIM by data services, including data services providing information in connection with any third party computer system licensed to EquitableEIM, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement ’s Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its ManagerAdviser, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable EIM or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its FundsFund, investment advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including including, but not limited to to, lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable EIM pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) Equitable Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or gross negligence on Equitable's Administrator’s part (or on the part of any third party to whom Equitable Administrator has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's’s) duties or from reckless disregard by Equitable Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of EquitableAdministrator) or under an agreement with Equitable Administrator (in the case of such third party) or, subject to Section 10 below, Equitable's Administrator’s (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of EquitableAdministrator) or an agreement with Equitable Administrator (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of EquitableAdministrator) or under an agreement with Equitable Administrator (in the case of such third party). In no event shall Equitable Administrator (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable Administrator may be held liable pursuant to Section 6(a) above, Equitable Administrator shall not be responsible for, and the Trust shall indemnify and hold Equitable Administrator harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities including, including but not limited to to, those arising out of or attributable to: (i) any and all actions of Equitable Administrator or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable Administrator or its officers or agents of information, records, or documents which are received by Equitable Administrator or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's ’s refusal or failure to comply with the terms of this Agreement or the Trust's ’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable Administrator by data services, including data services providing information in connection with any third third-party computer system licensed to EquitableAdministrator, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement ’s Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its ManagerAdviser, its investment sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable Administrator or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its FundsFund, investment sub-advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including including, but not limited to to, lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable Administrator pursuant to this Agreement. (c) Until such time as Administrator becomes the investment adviser to the Trust, in connection with the indemnity provided to the Trust by the Administrator pursuant to Section 6(a) hereof, and solely in the event that Administrator fails to pay any indemnity properly due and owing to the Trust after the passage of a reasonable amount of time after the Trust’s written demand upon Administrator in accordance with Section 9 hereof, upon a written demand upon EIM pursuant to Section 9 hereof setting forth in detail the basis for an indemnity being required of EIM, EIM shall reimburse the Trust for any shortfall properly due and owing to the Trust by Administrator.

Limitation of Liability and Indemnification. (a) AXA Equitable shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on AXA Equitable's ’s part (or on the part of any third party to whom AXA Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's’s) duties or from reckless disregard by AXA Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party) or, subject to Section 10 below, AXA Equitable's ’s (or such third party's’s) refusal or failure to comply with the terms of this Agreement (in the case of AXA Equitable) or an agreement with AXA Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party). In no event shall AXA Equitable (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if AXA Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that AXA Equitable may be held liable pursuant to Section 6(a) above, AXA Equitable shall not be responsible for, and the Trust shall indemnify and hold AXA Equitable harmless from and against any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilities, including but not limited to those arising out of or attributable to: (i) any and all actions of AXA Equitable or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by AXA Equitable or its officers or agents of information, records, or documents which are received by AXA Equitable or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's ’s refusal or failure to comply with the terms of this Agreement or the Trust's ’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by AXA Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to AXA Equitable by data services, including data services providing information in connection with any third party computer system licensed to AXA Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's ’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom AXA Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Funds, its investment advisers, or Trust its distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify AXA Equitable pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) Equitable X.X. Xxxxxx shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the TrustFund or third parties, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from X.X. Xxxxxx'x negligence or attributable to willful misfeasance, bad faith or negligence on Equitable's part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party). In no event shall Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of actionmisconduct. (b) Except to the extent that Equitable may be held liable pursuant to Section 6(a) above, Equitable shall not be responsible for, and the Trust The Fund shall indemnify and hold Equitable X.X. Xxxxxx and its directors, officers, agents and employees (collectively the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, costsfines, reasonable attorneys' fees penalties and expenses, payments, including out-of-pocket and incidental expenses and liabilitieslegal fees ("Losses") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable or its officers or agents the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable or its officers or agents the Indemnitees of information, records, or documents which are received by Equitable or its officers or agents the Indemnitees and furnished to it or them by or on behalf of the TrustFund, and which have been prepared or maintained by the Trust Fund or any third party on behalf of the TrustFund; (iii) the TrustFund's refusal or failure to comply with the terms of this Agreement or the TrustFund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Fund hereunder; (v) the reliance on following any instructions or the carrying out by Equitable or its officers or agents of any proper instructions other directions reasonably believed to be requests of the Fund or otherwise duly authorized, or requests and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of the Trustthis Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable X.X. Xxxxxx by the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealersbrokerage; (vii) the offer or sale of shares by the Trust Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Fund prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Funds, investment advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) Equitable The Administrator shall be responsible for the performance of only such duties and services as are set forth in Schedule B of this Agreement and, except as otherwise provided in Sections 5 and 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss loss, damage or expense suffered by the Trusta Fund Party, in connection with the matters to which this Agreement relates, except for a loss losses, damages or expense expenses caused by or resulting from or attributable to (a) willful misfeasancemisconduct, bad faith or negligence on Equitablethe Administrator's part (or on the part of any third party to whom Equitable the Administrator has delegated any of its duties and obligations pursuant to Section 4(c5(c) hereunder) in the performance of its (or such third party's) obligations or duties or from by reason of reckless disregard by Equitable the Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of Equitablethe Administrator) or under an agreement with Equitable the Administrator (in the case of such third party) or, (b) subject to Section 10 20 below, Equitablethe Administrator's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitablethe Administrator) or an agreement with Equitable the Administrator (in the case of such third party) or its (c) a breach of any representation or warranty under this Agreement (in the case of Equitablethe Administrator) or under an agreement with Equitable the Administrator (in the case of such third party). In no event shall Equitable the Administrator (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits)profits or attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, even if Equitable the Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) . For purposes of this Section 8, the Administrator shall include its officers and employees. The Administrator will indemnify and hold harmless the Fund Parties and their directors, trustees, officers, agents and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character caused by or resulting from or attributable to the Administrator's willful misconduct, bad faith or negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard thereof. Except to the extent that Equitable the Administrator may be held liable pursuant to this Section 6(a) above8, Equitable the Administrator shall be not be responsible for, and the Trust Fund Parties shall indemnify and hold Equitable harmless the Administrator and its officers, directors, employees, agents and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, reasonable attorneys' fees and other expenses, paymentsincluding, expenses and liabilities, including but not limited to to, those arising out of or attributable to: (i) any a. Any and all actions of Equitable the Administrator or its officers or agents employees required to be taken pursuant to this Agreement; (ii) the b. The reasonable reliance on or use by Equitable the Administrator or its officers officers, employees or agents of information, records, or documents which that are received by Equitable the Administrator or its officers officers, employees or agents and furnished to it or them by third parties or on behalf of the TrustFund Parties by third parties, and which have been prepared or maintained by the Trust Fund Parties or any third party on behalf of the Trusttheir behalf; (iii) the Trustc. A Fund Party's refusal or failure to comply with the terms of this Agreement or the TrustFund Party's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the d. The breach of any representation or warranty of the Trust a Fund Party hereunder; (v) the e. The reliance on or the carrying out by Equitable the Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trustadvice in accordance with Section 7 hereof; (vi) any f. Any delays, inaccuracies, errors in or omissions from information or of data provided to Equitable the Administrator by data services, including data services providing information in connection with any third party computer system licensed to Equitablethe Administrator, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the g. The offer or sale of shares by the Trust Fund Parties in violation of any requirement under the Federal federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Fund Parties or its their other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Fund Parties prior to the effective date of this Agreement; (viii) any h. Any failure of the Trust's Fund Parties' registration statement statements to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a TrustFund's prospectus; (ix) except as provided for in Schedule B.III., the i. The actions taken by the TrustFund Parties (or their investment adviser, its Manager, its investment advisers, and its distributor sub-adviser or distributor) in compliance with applicable federal and state securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (x) all j. All actions, inactions, omissions, or errors caused by third parties to whom Equitable or the Trust has Fund Parties have assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the TrustBoard of Directors/Trustees of the Fund Parties or a Fund's investments adviser, its Fundssub-adviser, investment adviserstransfer agent, custodian or Trust distributorsdistributor. The Trust Fund Parties shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has Fund Parties have been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is Fund Parties are required to indemnify Equitable the Administrator pursuant to this Agreement. With respect to any claim for indemnification under this Agreement, the indemnifying party will be entitled to participate at its own expense in the defense of any suit brought to enforce any liability subject to such indemnification. In the event the indemnifying party elects to assume the defense of any such suit and retain counsel, the indemnified party, or any of its affiliated persons named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the indemnifying party has specifically authorized the retaining of such counsel or (ii) the indemnified party shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. Nothing in this Agreement is intended to limit, reduce, or otherwise affect the duties, responsibilities, and liabilities of the Administrator in providing services to the Funds under an investment advisory agreement by and between each of the Fund Parties and the Administrator, in its capacity as investment adviser to the Funds. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) Equitable X.X. Xxxxxx shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by FMG LLC or the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting resulting, (i) from or attributable to willful misfeasance, bad faith or negligence on Equitable's X.X. Xxxxxx’x part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its duties; (or such third party'sii) duties or from reckless disregard by Equitable (or by such third party) X.X. Xxxxxx of its obligations and duties under this Agreement Agreement; (in the case of Equitableiii) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) from X.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement Agreement; or (in iv) the case of Equitable) or an agreement with Equitable (in the case of such third party) or its material and adverse breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party)X.X. Xxxxxx. In no event shall Equitable (or such third party) X.X. Xxxxxx be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) X.X. Xxxxxx has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant Subject to Section 6(a) above, Equitable X.X. Xxxxxx shall not be responsible for, and the Trust FMG LLC shall indemnify and hold Equitable X.X. Xxxxxx, its affiliates, and their respective nominees, directors, officers, employees and agents harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities incurred by X.X. Xxxxxx, any of its agents, or FMG LLC’s or the Trust’s agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable X.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable X.X. Xxxxxx or its officers or agents of information, records, or documents which are received by Equitable X.X. Xxxxxx or its officers or agents and furnished to it or them by or on behalf of FMG LLC or the Trust, and which have been prepared or maintained by FMG LLC or the Trust or any third party on behalf of FMG LLC or the Trust; (iii) the Trust's FMG LLC’s refusal or failure to comply with the terms of this Agreement or the Trust's FMG LLC’s lack of good faith, or its its/their actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust FMG LLC hereunder; (v) the reliance on or the carrying out by Equitable X.X. Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable X.X. Xxxxxx by data servicesdata, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agentsagents other than X.X. Xxxxxx, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's ’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken failure of FMG LLC or by the Trust, its Manager, its investment advisers, Trust and its distributor in compliance to comply with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith or negligence of third parties to whom Equitable X.X. Xxxxxx, FMG LLC or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by FMG LLC or by the Trust. (c) In performing its services hereunder, its FundsX.X. Xxxxxx shall be entitled to rely on any oral or written instructions, investment advisersnotices or other communications, or including electronic transmissions, from FMG LLC, the Trust distributors. The Trust and their custodians, officers and trustees, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized, and shall not be liable indemnified by FMG LLC for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable pursuant to this Agreementexpense caused by such reasonable reliance.

Limitation of Liability and Indemnification. (a) Equitable EIM shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or gross negligence on Equitable's EIM’s part (or on the part of any third party to whom Equitable EIM has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's’s) duties or from reckless disregard by Equitable EIM (or by such third party) of its obligations and duties under this Agreement (in the case of EquitableEIM) or under an agreement with Equitable EIM (in the case of such third party) or, subject to Section 10 below, Equitable's EIM’s (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of EquitableEIM) or an agreement with Equitable EIM (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of EquitableEIM) or under an agreement with Equitable EIM (in the case of such third party). In no event shall Equitable EIM (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable EIM (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable EIM may be held liable pursuant to Section 6(a) above, Equitable EIM shall not be responsible for, and the Trust shall indemnify and hold Equitable EIM harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities including, including but not limited to to, those arising out of or attributable to: (i) any and all actions of Equitable EIM or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable EIM or its officers or agents of information, records, or documents which are received by Equitable EIM or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's ’s refusal or failure to comply with the terms of this Agreement or the Trust's ’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable EIM or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable EIM by data services, including data services providing information in connection with any third third-party computer system licensed to EquitableEIM, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement ’s Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its ManagerAdviser, its investment sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable EIM or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its FundsFund, investment sub-advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including including, but not limited to to, lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable EIM pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) Equitable Chase shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on EquitableChase's part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by Equitable (or by such third party) Chase of its obligations and duties under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, EquitableChase's (or such third party's) refusal or failure to comply with the material terms of this Agreement (in the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party)Agreement. In no event shall Equitable (or such third party) Chase be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant Subject to Section 6(a) above, Equitable and as long as Chase acts in good faith, with due diligence and without negligence, Chase shall not be responsible for, and the Trust shall indemnify and hold Equitable Chase harmless from and against any and all losses, damages (excluding consequential, punitive, special or indirect damages), costs, reasonable attorneys' fees and expenses, payments, expenses and liabilitiesliabilities incurred by Chase, any of its agents, or the Trust's agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable Chase or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable Chase or its officers or agents of information, records, or documents which are received by Equitable Chase or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's refusal or failure to comply with the terms of this Agreement or the Trust's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable Chase by data services, including data services providing information in connection with any third party computer system the CMO System licensed to Equitableby Chase, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's prospectus; (ix) except as provided for in Schedule B.III.B.I., the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable Chase or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its FundsManager, investment advisers, distributor, administrator or Trust distributorssponsor. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) Equitable Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or gross negligence on Equitable's Administrator’s part (or on the part of any third party to whom Equitable Administrator has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's’s) duties or from reckless disregard by Equitable Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of EquitableAdministrator) or under an agreement with Equitable Administrator (in the case of such third party) or, subject to Section 10 below, Equitable's Administrator’s (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of EquitableAdministrator) or an agreement with Equitable Administrator (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of EquitableAdministrator) or under an agreement with Equitable Administrator (in the case of such third party). In no event shall Equitable Administrator (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable Administrator may be held liable pursuant to Section 6(a) above, Equitable Administrator shall not be responsible for, and the Trust shall indemnify and hold Equitable Administrator harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities including, including but not limited to to, those arising out of or attributable to: (i) any and all actions of Equitable Administrator or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable Administrator or its officers or agents of information, records, or documents which are received by Equitable Administrator or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's ’s refusal or failure to comply with the terms of this Agreement or the Trust's ’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable Administrator by data services, including data services providing information in connection with any third third-party computer system licensed to EquitableAdministrator, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement ’s Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its ManagerAdviser, its investment sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable Administrator or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its FundsFund, investment sub-advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including including, but not limited to to, lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable Administrator pursuant to this Agreement. (c) In connection with the termination of the Prior Mutual Funds Service Agreement, Administrator hereby assumes any obligation of XXXX to indemnify the Trust under Section 6(a) of the Prior Mutual Funds Service Agreement. (d) Until such time as Administrator becomes the investment adviser to the Trust, EQ Premier VIP Trust and 1290 Funds, in connection with the indemnity provided to the Trust by the Administrator pursuant to Sections 6(a) and 6(c) hereof, and solely in the event that Administrator fails to pay any indemnity properly due and owing to the Trust after the passage of a reasonable amount of time after the Trust’s written demand upon Administrator in accordance with Section 9 hereof, upon a written demand upon EIMG pursuant to Section 9 hereof setting forth in detail the basis for an indemnity being required of EIMG, EIMG shall reimburse the Trust for any shortfall properly due and owing to the Trust by Administrator.

Limitation of Liability and Indemnification. Issuer agrees that, except in the case of gross negligence, fraud or willful misconduct by Texture and each of its respective affiliates and their respective directors, officers and employees, it will indemnify and hold harmless Texture and its respective affiliates and their respective directors, officers, employees for any loss, claim, damage, expense or liability incurred by the other (including reasonable attorneys’ fees and expenses in investigating, defending against or appearing as a third-party witness in connection with any action or proceeding) in any claim arising out of a material breach (or alleged breach) by it of any provision of this Agreement, as a result of any potential violation of any law or regulation, or in any third-party claim arising out of any investment or potential investment in the Offering by a person other than a Prospect. If any indemnification proceeding (“Proceeding”) is commenced against a Party entitled to indemnification under this Agreement, prompt notice of the Proceeding shall be given to the Party obligated to provide such indemnification. The indemnifying Party shall be entitled to take control of the defense, investigation or settlement of the Proceeding and the indemnified Party agrees to reasonably cooperate, at the indemnifying Party’s cost, in the ensuing investigations, defense or settlement. (a) Equitable shall not Texture and any applicable third-party beneficiary (each, a “Damaged Party”) would suffer irreparable harm; (b) it would be liable difficult to determine damages, and money damages alone would be an inadequate remedy for any error of judgment or mistake of law or for any loss or expense the injuries suffered by the Trustapplicable Damaged Party; and (c) if a Damaged Party seeks injunctive relief to enforce this Agreement, Issuer will waive and will not (i) assert any defense that the Damaged Party has an adequate remedy at law with respect to the breach, (ii) require that the Damaged Party submit proof of the economic value of any losses, or (iii) require the Damaged to post a bond or any other security. Accordingly, in connection with the matters addition to which any other remedies and damages available, Issuer acknowledges and agrees that each Damaged Party may immediately seek enforcement of this Agreement relatesby means of specific performance or injunction, except for without any requirement to post a loss bond or expense caused other security. Nothing contained in this Agreement shall limit the Damaged Party’s right to any other remedies at law or in equity. In any litigation, arbitration, or other proceeding by or resulting from or attributable which one party either seeks to willful misfeasance, bad faith or negligence on Equitable's part (or on the part of any third party to whom Equitable has delegated any of enforce its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by Equitable (or by such third party) of its obligations and duties rights under this Agreement (whether in the case of Equitablecontract, tort, or both) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach seeks a declaration of any representation rights or warranty obligations under this Agreement (in Agreement, the case of Equitable) or under an agreement with Equitable (in the case of such third party). In no event prevailing party shall Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant to Section 6(a) above, Equitable shall not be responsible forawarded its reasonable attorney fees, and the Trust costs and expenses incurred. All rights and remedies herein shall indemnify be in addition to all other rights and hold Equitable harmless from and against any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable or its officers or agents of information, records, or documents which are received by Equitable or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's refusal or failure to comply with the terms of this Agreement or the Trust's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable by data services, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, remedies available at law or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to equity, including, without limitation, specific performance against the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by Issuer for the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date enforcement of this Agreement; (viii) any failure of the Trust's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securitiestemporary and permanent injunctive relief. THE LIABILITY OF TEXTURE, taxWHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, commodities and other lawsEQUITY, rules and regulationsNEGLIGENCE, or the failure to so complyTORT, and (x) all actionsOR OTHERWISE FOR ALL EVENTS, inactionsACTS, omissionsOR OMISSIONS RELATED TO THIS EXHIBIT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO TEXTURE, or errors caused by third parties to whom Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the TrustUNDER THIS EXHIBIT, its FundsEXCEPT IN THE EVENT OF FRAUD, investment advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable pursuant to this AgreementGROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF TEXTURE.

Limitation of Liability and Indemnification. (a) Equitable Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or gross negligence on Equitable's Administrator’s part (or on the part of any third party to whom Equitable Administrator has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's’s) duties or from reckless disregard by Equitable Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of EquitableAdministrator) or under an agreement with Equitable Administrator (in the case of such third party) or, subject to Section 10 below, Equitable's Administrator’s (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of EquitableAdministrator) or an agreement with Equitable Administrator (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of EquitableAdministrator) or under an agreement with Equitable Administrator (in the case of such third party). In no event shall Equitable Administrator (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable Administrator may be held liable pursuant to Section 6(a) above, Equitable Administrator shall not be responsible for, and the Trust shall indemnify and hold Equitable Administrator harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities including, including but not limited to to, those arising out of or attributable to: (i) any and all actions of Equitable Administrator or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable Administrator or its officers or agents of information, records, or documents which are received by Equitable Administrator or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's ’s refusal or failure to comply with the terms of this Agreement or the Trust's ’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable Administrator by data services, including data services providing information in connection with any third third-party computer system licensed to EquitableAdministrator, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement ’s Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its ManagerAdviser, its investment sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable Administrator or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its FundsFund, investment sub-advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including including, but not limited to to, lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable Administrator pursuant to this Agreement. (c) In connection with the termination of the Prior Mutual Funds Service Agreement, Administrator hereby assumes any obligation of XXXX to indemnify the Trust under Section 6(a) of the Prior Mutual Funds Service Agreement. (d) Until such time as Administrator becomes the investment adviser to each of the Trust, EQ Advisors Trust and EQ Premier VIP Trust, in connection with the indemnity provided to the Trust by Administrator pursuant to Sections 6(a) and 6(c) hereof, and solely in the event that Administrator fails to pay any indemnity properly due and owing to the Trust after the passage of a reasonable amount of time after the Trust’s written demand upon Administrator in accordance with Section 9 hereof, upon a written demand upon EIMG pursuant to Section 9 hereof setting forth in detail the basis for an indemnity being required of EIMG, EIMG shall reimburse the Trust for any shortfall properly due and owing to the Trust by Administrator.

Limitation of Liability and Indemnification. (a) Equitable X.X. Xxxxxx shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by Equitable or the TrustFund, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting resulting, (i) from or attributable to willful misfeasance, bad faith or negligence on Equitable's X.X. Xxxxxx’x part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its duties; (or such third party'sii) duties or from reckless disregard by Equitable (or by such third party) X.X. Xxxxxx of its obligations and duties under this Agreement Agreement; (in the case of Equitableiii) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) from X.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement Agreement; or (in iv) the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party)X.X. Xxxxxx. In no event shall Equitable (or such third party) X.X. Xxxxxx be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) X.X. Xxxxxx has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant Subject to Section 6(a) above, Equitable X.X. Xxxxxx shall not be responsible for, and the Trust Equitable shall indemnify and hold Equitable X.X. Xxxxxx harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities incurred by X.X. Xxxxxx, any of its agents, or Equitable’s or the Fund’s agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable X.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable X.X. Xxxxxx or its officers or agents of information, records, or documents which are received by Equitable X.X. Xxxxxx or its officers or agents and furnished to it or them by or on behalf of Equitable or the TrustFund, and which have been prepared or maintained by Equitable or the Trust Fund or any third party on behalf of Equitable or the TrustFund; (iii) the Trust's Equitable’s refusal or failure to comply with the terms of this Agreement or the Trust's Equitable’s lack of good faith, or its its/their actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Equitable hereunder; (v) the reliance on or the carrying out by Equitable X.X. Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable X.X. Xxxxxx by data servicesdata, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Fund or its other service providers and agentsagents other than X.X. Xxxxxx, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Fund prior to the effective date of this Agreement; (viii) any failure of the Trust's Fund’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's Fund’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken failure of Equitable or by the Trust, its Manager, its investment advisers, Fund and its distributor in compliance to comply with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith or negligence of third parties to whom X.X. Xxxxxx, Equitable or the Trust Fund has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by Equitable or by the TrustFund. (c) In performing its services hereunder, its FundsX.X. Xxxxxx shall be entitled to rely on any oral or written instructions, investment advisersnotices or other communications, or Trust distributors. The Trust including electronic transmissions, from Equitable, the Fund and their custodians, officers and directors, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized, and shall not be liable indemnified by Equitable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable pursuant to this Agreementexpense caused by such reasonable reliance.

Limitation of Liability and Indemnification. (a) Equitable Chase shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the TrustFunds, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on EquitableChase's part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by Equitable (or by such third party) Chase of its obligations and duties under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party)Agreement. In no event shall Equitable (or such third party) Chase be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits)whatsoever, even if Equitable (or such third party) Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant Subject to Section 6(a) above, Equitable Chase shall not be responsible for, and the Trust Funds shall indemnify and hold Equitable Chase harmless from and against against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilitiesliabilities incurred by Chase, any of its agents, or the Funds' agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable Chase or its officers or agents required to be taken pursuant to this Agreement; (ii) the reasonable reliance on or use by Equitable Chase or its officers or agents of information, records, or documents which are received by Equitable Chase or its officers or agents and furnished to it or them by or on behalf of the TrustFunds, and which have been prepared or maintained by the Trust Funds or any third party on behalf of the TrustFunds; (iii) the Trust's Funds' refusal or failure to comply with the terms of this Agreement or the Trust's Funds' lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Funds hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reasonable reliance by Chase on telephone or other electronic instructions of any person acting on behalf of a 10 shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance on or the carrying out by Equitable Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the TrustFunds or recognition by Chase of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Funds and the proper countersignature of any transfer agent or registrar of the Funds; (vivii) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable Chase by data servicesdata, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action servicesaction, pricing services or securities brokers and dealers; (viiviii) the offer or sale of shares by the Trust any Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Funds or its their other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Fund prior to the effective date of this Agreement; (viiiix) any failure of the Trusta Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a TrustFund's prospectus; (ixx) except as provided for in Schedule B.III., the actions taken by the TrustFunds, its Manager, its their investment advisersadviser, and its their distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (xxi) all actions, inactions, omissions, or errors caused by third parties to whom Equitable Chase or the Trust Funds has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Funds, their investment advisers, distributor, administrator or Trust distributorssponsor. (c) In performing its services hereunder, Chase shall be entitled to reasonably rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Funds and their custodians, officers and directors, investors, agents and other service providers and shareholders which Chase reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Funds for any loss or expense caused by such reliance. The Trust Chase shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Funds, as necessary or appropriate. (d) Chase shall indemnify and hold the Funds harmless from and against any and all losses, damages, costs, charges, payments, expenses and liability, excluding attorneys' fees and costs, arising out of or attributable to Chase's refusal or failure to comply with the material terms of this Agreement, or Chase's lack of good faith, negligence or willful misconduct. (e) Subject to the above Sections 6 (a) through 6 (d), any costs or losses incurred by a Fund for the processing of any purchase, redemption, exchange or other share transactions at a price per share other than the price per share applicable to the effective date of the transaction (the foregoing being generally referred to herein as "as of" transactions) will be handled in the following manner: (i) For each calendar year, if all "as of" transactions for the year, taken in the aggregate, result in a net loss to a Fund ("net loss"), Chase will reimburse the Fund for such net loss, except to the extent that such net loss may be offset by application of a "net benefit" to the Fund carried over from prior calendar years pursuant to sub-paragraph (ii) immediately below. (ii) For each calendar year, if all "as of" transactions for the year, taken in the aggregate, result in a net benefit to a Fund ("net benefit"), the Fund shall not be liable reimburse Chase for the amount of such net benefit; however, any "net benefit" for any indirectcalendar year may be used to offset, incidentalin whole or in part, special or consequential losses or damages of any kind whatsoever (including but not limited "net loss" suffered by the Fund in any future calendar year so as to lost profits) even if reduce the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is amount by which Chase shall be required to indemnify Equitable reimburse the Fund for such "net loss" in such year pursuant to this Agreementsub-paragraph (i) immediately above.

Limitation of Liability and Indemnification. (a) Equitable X.X. Xxxxxx shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by Equitable or the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting resulting, (i) from or attributable to willful misfeasance, bad faith or negligence on Equitable's X.X. Xxxxxx’x part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its duties; (or such third party'sii) duties or from reckless disregard by Equitable (or by such third party) X.X. Xxxxxx of its obligations and duties under this Agreement Agreement; (in the case of Equitableiii) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) from X.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement Agreement; or (in iv) the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party)X.X. Xxxxxx. In no event shall Equitable (or such third party) X.X. Xxxxxx be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) X.X. Xxxxxx has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant Subject to Section 6(a) above, Equitable X.X. Xxxxxx shall not be responsible for, and the Trust Equitable shall indemnify and hold Equitable X.X. Xxxxxx harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities incurred by X.X. Xxxxxx, any of its agents, or Equitable’s or the Trust’s agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable X.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable X.X. Xxxxxx or its officers or agents of information, records, or documents which are received by Equitable X.X. Xxxxxx or its officers or agents and furnished to it or them by or on behalf of Equitable or the Trust, and which have been prepared or maintained by Equitable or the Trust or any third party on behalf of Equitable or the Trust; (iii) the Trust's Equitable’s refusal or failure to comply with the terms of this Agreement or the Trust's Equitable’s lack of good faith, or its its/their actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Equitable hereunder; (v) the reliance on or the carrying out by Equitable X.X. Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable X.X. Xxxxxx by data servicesdata, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agentsagents other than X.X. Xxxxxx, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's ’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken failure of Equitable or by the Trust, its Manager, its investment advisers, Trust and its distributor in compliance to comply with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith or negligence of third parties to whom X.X. Xxxxxx, Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by Equitable or by the Trust. (c) In performing its services hereunder, its FundsX.X. Xxxxxx shall be entitled to rely on any oral or written instructions, investment advisersnotices or other communications, or including electronic transmissions, from Equitable, the Trust distributors. The Trust and their custodians, officers and trustees, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized, and shall not be liable indemnified by Equitable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable pursuant to this Agreementexpense caused by such reasonable reliance.

Limitation of Liability and Indemnification. (a) AXA Equitable shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the TrustCorporation, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on AXA Equitable's ’s part (or on the part of any third party to whom AXA Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's’s) duties or from reckless disregard by AXA Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party) or, subject to Section 10 below, AXA Equitable's ’s (or such third party's’s) refusal or failure to comply with the terms of this Agreement (in the case of AXA Equitable) or an agreement with AXA Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party). In no event shall AXA Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if AXA Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that AXA Equitable may be held liable pursuant to Section 6(a) above, AXA Equitable shall not be responsible for, and the Trust Corporation shall indemnify and hold AXA Equitable harmless from and against any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilities, including but not limited to those arising out of or attributable to: (i) any and all actions of AXA Equitable or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by AXA Equitable or its officers or agents of information, records, or documents which are received by AXA Equitable or its officers or agents and furnished to it or them by or on behalf of the TrustCorporation, and which have been prepared or maintained by the Trust Corporation or any third party on behalf of the TrustCorporation; (iii) the Trust's Corporation’s refusal or failure to comply with the terms of this Agreement or the Trust's Corporation’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Corporation hereunder; (v) the reliance on or the carrying out by AXA Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the TrustCorporation; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to AXA Equitable by data services, including data services providing information in connection with any third party computer system licensed to AXA Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust Corporation in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Corporation or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Corporation prior to the effective date of this Agreement; (viii) any failure of the Trust's Corporation’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's Corporation’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the TrustCorporation, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom AXA Equitable or the Trust Corporation has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the TrustCorporation, its Funds, investment advisers, or Trust Corporation distributors. The Trust Corporation shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust Corporation has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust Corporation is required to indemnify AXA Equitable pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) Equitable Chase shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the TrustTrust or the Adviser, in connection with the matters to which this Agreement relates, except for to the extent a loss or expense is caused by or resulting results from negligence, or attributable to from willful misfeasancemisfeasance or bad faith, bad faith or negligence on EquitableChase's part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by Equitable (or by such third party) Chase of its obligations and duties under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party)Agreement. [In no event shall Equitable (Chase] [Unless a loss or such third party) expense is the result of wilful misfeasance or bad faith, Chase shall not] be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant Subject to Section 6(a) above, Equitable Chase shall not be responsible for, and the Trust Adviser shall indemnify and hold Equitable Chase harmless from and against against, any and all [direct] losses, damages, costs, reasonable attorneys' attorney's fees and expenses, payments, reasonable expenses and liabilitiesliabilities incurred by Chase, any of its agents, or the Adviser's agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable Chase or its officers or agents required to be taken pursuant to this Agreement; (ii) the good faith reliance on or use by Equitable Chase or its officers or agents of information, records, or documents which are received by Equitable Chase or its officers or agents and furnished to it or them by or on behalf of the Adviser or the Trust, and which have been prepared or maintained by the Trust Trust, the Adviser or any third party on behalf of the Trust; (iii) the TrustAdviser's refusal or failure to comply with the terms of this Agreement or the TrustAdviser's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Adviser hereunder; (v) the reliance on or the carrying out by Equitable Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the TrustAdviser; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable Chase by data servicesdata, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a the Trust's prospectusprospectus or statement of additional information; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its Manager, its investment advisersthe Adviser, and its distributor the Trust's distributors in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable Chase or the Trust Adviser has assigned any rights and/or delegated any duties under this Agreement at the specific request of the Adviser. (c) In performing its services hereunder, Chase shall be entitled to rely on any oral or as required written instructions, notices or other communications, including electronic transmissions, from the Adviser, its employees, officers or directors which Chase reasonably believes to be genuine, valid and authorized, and, subject to the foregoing shall be indemnified by the Trust, its Funds, investment advisers, or Trust distributors. The Trust shall not be liable Adviser for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage expense caused by such reliance. Chase shall also be entitled to consult with and regardless rely on the advice and opinions of outside legal counsel retained by the form of actionAdviser, except when the Trust is required to indemnify Equitable pursuant to this Agreementas necessary or appropriate.

Limitation of Liability and Indemnification. (a) Equitable shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters You agree to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on Equitable's part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party). In no event shall Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant to Section 6(a) above, Equitable shall not be responsible for, and the Trust shall indemnify and hold Equitable aegis and its affiliates, agents, employees, and licensors (including the Third Party Service Providers) harmless from and against any and all lossesclaim, damagesdemand, costsloss, reasonable costs or expense, including attorneys' fees and expensesfees, paymentsmade by any person arising out of your violation of this agreement, expenses and liabilitiesstate or federal securities laws or regulations, or any other person’s rights, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable or its officers or agents of information, records, or documents which are received by Equitable or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's refusal or failure to comply with the terms of this Agreement or the Trust's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach infringement of any representation copyright or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable by data services, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws proprietary or regulations or the securities laws or regulations of any stateprivacy right. Under no circumstances, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Funds, investment advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profitsa negligent act, will Aegis or its affiliates, agents, employees, or licensors (including Third Party Service Providers) be liable for any damages of any kind that result from the use of, or the inability to use, any aegis service, even if the Trust any such party has been advised of the likelihood possibility of such loss damages. Applicable law may not allow the limitation or damage exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event will Aegis or its Third Party Service Providers be liable to you or any third party for any tort, contract or any other liability arising in connection with the use of a Aegis service. Aegis and its Third Party Service Providers will under no circumstances be liable to you and/or any third party, regardless of the form of action, except when for any loss of profits, goodwill, use, data or other intangible losses, or any direct, indirect, special, consequential, incidental or punitive damages whatsoever, even if Aegis or its Third Party Service Providers has been advised of the Trust is required possibility of such damages resulting from: (a) the use or the inability to indemnify Equitable pursuant to this Agreement.use the Aegis Services;

Limitation of Liability and Indemnification. (a) Equitable shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on Equitable's part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party). In no event shall Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant to Section 6(a) above, Equitable shall not be responsible for, and the Trust shall indemnify and hold Equitable harmless from and against any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable or its officers or agents of information, records, or documents which are received by Equitable or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's refusal or failure to comply with the terms of this Agreement or the Trust's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable by data services, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its FundsPortfolio, investment advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) AXA Equitable shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the TrustCorporation, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on AXA Equitable's ’s part (or on the part of any third party to whom AXA Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's’s) duties or from reckless disregard by AXA Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party) or, subject to Section 10 below, AXA Equitable's ’s (or such third party's’s) refusal or failure to comply with the terms of this Agreement (in the case of AXA Equitable) or an agreement with AXA Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party). In no event shall AXA Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if AXA Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that AXA Equitable may be held liable pursuant to Section 6(a) above, AXA Equitable shall not be responsible for, and the Trust Corporation shall indemnify and hold AXA Equitable harmless from and against any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilities, including but not limited to those arising out of or attributable to: (i) any and all actions of AXA Equitable or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by AXA Equitable or its officers or agents of information, records, or documents which are received by AXA Equitable or its officers or agents and furnished to it or them by or on behalf of the TrustCorporation, and which have been prepared or maintained by the Trust Corporation or any third party on behalf of the TrustCorporation; (iii) the Trust's Corporation’s refusal or failure to comply with the terms of this Agreement or the Trust's Corporation’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Corporation hereunder; (v) the reliance on or the carrying out by AXA Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the TrustCorporation; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to AXA Equitable by data services, including data services providing information in connection with any third party computer system licensed to AXA Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust Corporation in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Corporation or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Corporation prior to the effective date of this Agreement; (viii) any failure of the Trust's Corporation’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's Corporation’s prospectus; (ix) except as provided for in Schedule B.IIIB.II., the actions taken by the TrustCorporation, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom AXA Equitable or the Trust Corporation has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the TrustCorporation, its Funds, investment advisers, or Trust Corporation distributors. The Trust Corporation shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust Corporation has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust Corporation is required to indemnify AXA Equitable pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) Equitable Chase shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by Equitable or the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting resulting, (i) from or attributable to willful misfeasance, bad faith or negligence on Equitable's Chase’s part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its duties; (or such third party'sii) duties or from reckless disregard by Equitable (or by such third party) Chase of its obligations and duties under this Agreement Agreement; (in the case of Equitableiii) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) from Chase’s refusal or failure to comply with the terms of this Agreement Agreement; or (in iv) the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party)Chase. In no event shall Equitable (or such third party) Chase be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant Subject to Section 6(a) above, Equitable Chase shall not be responsible for, and the Trust Equitable shall indemnify and hold Equitable Chase harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities incurred by Chase, any of its agents, or Equitable’s or the Trust’s agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable Chase or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable Chase or its officers or agents of information, records, or documents which are received by Equitable Chase or its officers or agents and furnished to it or them by or on behalf of Equitable or the Trust, and which have been prepared or maintained by Equitable or the Trust or any third party on behalf of Equitable or the Trust; (iii) the Trust's Equitable’s refusal or failure to comply with the terms of this Agreement or the Trust's Equitable’s lack of good faith, or its its/their actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Equitable hereunder; (v) the reliance on or the carrying out by Equitable Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable Chase by data servicesdata, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such insuch state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agentsagents other than Chase, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's ’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken failure of Equitable or by the Trust, its Manager, its investment advisers, Trust and its distributor in compliance to comply with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith or negligence of third parties to whom Chase, Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by Equitable or by the Trust. (c) In performing its services hereunder, its FundsChase shall be entitled to rely on any oral or written instructions, investment advisersnotices or other communications, or including electronic transmissions, from Equitable, the Trust distributors. The Trust and their custodians, officers and trustees, investors, agents and other service providers which Chase reasonably believes to be genuine, valid and authorized, and shall not be liable indemnified by Equitable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable pursuant to this Agreementexpense caused by such reasonable reliance.

Limitation of Liability and Indemnification. (a) Equitable The Administrator shall be responsible for the performance of only such duties and services as are set forth in Schedule B of this Agreement and, except as otherwise provided in Sections 5 and 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss loss, damage or expense suffered by the Trusta Fund Party, in connection with the matters to which this Agreement relates, except for a loss losses, damages or expense expenses caused by or resulting from or attributable to (a) willful misfeasancemisconduct, bad faith or negligence on Equitablethe Administrator's part (or on the part of any third party to whom Equitable the Administrator has delegated any of its duties and obligations pursuant to Section 4(c5(c) hereunder) in the performance of its (or such third party's) obligations or duties or from by reason of reckless disregard by Equitable the Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of Equitablethe Administrator) or under an agreement with Equitable the Administrator (in the case of such third party) or, (b) subject to Section 10 20 below, Equitablethe Administrator's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitablethe Administrator) or an agreement with Equitable the Administrator (in the case of such third party) or its (c) a breach of any representation or warranty under this Agreement (in the case of Equitablethe Administrator) or under an agreement with Equitable the Administrator (in the case of such third party). In no event shall Equitable the Administrator (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits)profits or attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, even if Equitable the Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) . For purposes of this Section 8, the Administrator shall include its officers and employees. The Administrator will indemnify and hold harmless the Fund Parties and their directors, trustees, officers, agents and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character caused by or resulting from or attributable to the Administrator's willful misconduct, bad faith or negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard thereof. Except to the extent that Equitable the Administrator may be held liable pursuant to this Section 6(a) above8, Equitable the Administrator shall be not be responsible for, and the Trust Fund Parties shall indemnify and hold Equitable harmless the Administrator and its officers, directors, employees, agents and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, reasonable attorneys' fees and other expenses, paymentsincluding, expenses and liabilities, including but not limited to to, those arising out of or attributable to: (i) any a. Any and all actions of Equitable the Administrator or its officers or agents employees required to be taken pursuant to this Agreement; (ii) the b. The reasonable reliance on or use by Equitable the Administrator or its officers officers, employees or agents of information, records, or documents which that are received by Equitable the Administrator or its officers officers, employees or agents and furnished to it or them by third parties or on behalf of the TrustFund Parties by third parties, and which have been prepared or maintained by the Trust Fund Parties or any third party on behalf of the Trusttheir behalf; (iii) the Trustc. A Fund Party's refusal or failure to comply with the terms of this Agreement or the TrustFund Party's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the d. The breach of any representation or warranty of the Trust a Fund Party hereunder; (v) the e. The reliance on or the carrying out by Equitable the Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trustadvice in accordance with Section 7 hereof; (vi) any f. Any delays, inaccuracies, errors in or omissions from information or of data provided to Equitable the Administrator by data services, including data services providing information in connection with any third party computer system licensed to Equitablethe Administrator, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the g. The offer or sale of shares by the Trust Fund Parties in violation of any requirement under the Federal federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Fund Parties or its their other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Fund Parties prior to the effective date of this Agreement; (viii) any h. Any failure of the Trust's Fund Parties' registration statement statements to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a TrustFund's prospectus; (ix) except as provided for in Schedule B.III., the i. The actions taken by the TrustFund Parties (or their investment adviser, its Manager, its investment advisers, and its distributor sub-adviser or distributor) in compliance with applicable federal and state securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (x) all j. All actions, inactions, omissions, or errors caused by third parties to whom Equitable or the Trust has Fund Parties have assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the TrustBoard of Trustees of the Fund Parties or a Fund's investments adviser, its Fundssub-adviser, investment adviserstransfer agent, custodian or Trust distributorsdistributor. The Trust Fund Parties shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has Fund Parties have been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is Fund Parties are required to indemnify Equitable the Administrator pursuant to this Agreement. With respect to any claim for indemnification under this Agreement, the indemnifying party will be entitled to participate at its own expense in the defense of any suit brought to enforce any liability subject to such indemnification. In the event the indemnifying party elects to assume the defense of any such suit and retain counsel, the indemnified party, or any of its affiliated persons named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the indemnifying party has specifically authorized the retaining of such counsel or (ii) the indemnified party shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. Nothing in this Agreement is intended to limit, reduce, or otherwise affect the duties, responsibilities, and liabilities of the Administrator in providing services to the Funds under an investment advisory agreement by and between each of the Fund Parties and the Administrator, in its capacity as investment adviser to the Funds. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) Equitable The Administrator shall be responsible for the performance of only such duties and services as are set forth in Schedule B of this Agreement and, except as otherwise provided in Sections 5 and 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss loss, damage or expense suffered by the Trusta Fund Party, in connection with the matters to which this Agreement relates, except for a loss losses, damages or expense expenses caused by or resulting from or attributable to (a) willful misfeasancemisconduct, bad faith or negligence on Equitable's the Administrator’s part (or on the part of any third party to whom Equitable the Administrator has delegated any of its duties and obligations pursuant to Section 4(c5(c) hereunder) in the performance of its (or such third party's’s) obligations or duties or from by reason of reckless disregard by Equitable the Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of Equitablethe Administrator) or under an agreement with Equitable the Administrator (in the case of such third party) or, (b) subject to Section 10 20 below, Equitable's the Administrator’s (or such third party's’s) refusal or failure to comply with the terms of this Agreement (in the case of Equitablethe Administrator) or an agreement with Equitable the Administrator (in the case of such third party) or its (c) a breach of any representation or warranty under this Agreement (in the case of Equitablethe Administrator) or under an agreement with Equitable the Administrator (in the case of such third party). In no event shall Equitable the Administrator (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits)profits or attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, even if Equitable the Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) . For purposes of this Section 8, the Administrator shall include its officers and employees. The Administrator will indemnify and hold harmless the Fund Parties and their directors, trustees, officers, agents and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character caused by or resulting from or attributable to the Administrator’s willful misconduct, bad faith or negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard thereof. Except to the extent that Equitable the Administrator may be held liable pursuant to this Section 6(a) above8, Equitable the Administrator shall be not be responsible for, and the Trust Fund Parties shall indemnify and hold Equitable harmless the Administrator and its officers, directors, employees, agents and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, reasonable attorneys' ’ fees and other expenses, paymentsincluding, expenses and liabilities, including but not limited to to, those arising out of or attributable to: (i) any a. Any and all actions of Equitable the Administrator or its officers or agents employees required to be taken pursuant to this Agreement; (ii) the b. The reasonable reliance on or use by Equitable the Administrator or its officers officers, employees or agents of information, records, or documents which that are received by Equitable the Administrator or its officers officers, employees or agents and furnished to it or them by third parties or on behalf of the TrustFund Parties by third parties, and which have been prepared or maintained by the Trust Fund Parties or any third party on behalf of the Trusttheir behalf; (iii) the Trust's c. A Fund Party’s refusal or failure to comply with the terms of this Agreement or the Trust's Fund Party’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the d. The breach of any representation or warranty of the Trust a Fund Party hereunder; (v) the e. The reliance on or the carrying out by Equitable the Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trustadvice in accordance with Section 7 hereof; (vi) any f. Any delays, inaccuracies, errors in or omissions from information or of data provided to Equitable the Administrator by data services, including data services providing information in connection with any third party computer system licensed to Equitablethe Administrator, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the g. The offer or sale of shares by the Trust Fund Parties in violation of any requirement under the Federal federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Fund Parties or its their other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Fund Parties prior to the effective date of this Agreement; (viii) any h. Any failure of the Trust's Fund Parties’ registration statement statements to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's Fund’s prospectus; (ix) except as provided for in Schedule B.III., the i. The actions taken by the TrustFund Parties (or their investment adviser, its Manager, its investment advisers, and its distributor sub-adviser or distributor) in compliance with applicable federal and state securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (x) all j. All actions, inactions, omissions, or errors caused by third parties to whom Equitable or the Trust has Fund Parties have assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the TrustBoard of the Fund Parties or a Fund’s investments adviser, its Fundssub-adviser, investment adviserstransfer agent, custodian or Trust distributorsdistributor. The Trust Fund Parties shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has Fund Parties have been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is Fund Parties are required to indemnify Equitable the Administrator pursuant to this Agreement. With respect to any claim for indemnification under this Agreement, the indemnifying party will be entitled to participate at its own expense in the defense of any suit brought to enforce any liability subject to such indemnification. In the event the indemnifying party elects to assume the defense of any such suit and retain counsel, the indemnified party, or any of its affiliated persons named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the indemnifying party has specifically authorized the retaining of such counsel or (ii) the indemnified party shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. Nothing in this Agreement is intended to limit, reduce, or otherwise affect the duties, responsibilities, and liabilities of the Administrator in providing services to the Funds under an investment advisory agreement by and between each of the Fund Parties and the Administrator, in its capacity as investment adviser to the Funds. The indemnification contained herein shall survive the termination of this Agreement. With respect to MFFT, the words “The Munder Framlington Funds Trust” and “Trustees” or “Board of Trustees” used or implied herein refer respectively to the trust created and the Trustees, as trustees of MFFT, but not individually or personally acting from time to time under the Declaration of Trust, which is hereby referred to and a copy of each is on file at the office of the Secretary of The Commonwealth of Massachusetts and at the principal office of MFFT. With respect to MFFT, the obligations of “The Munder Framlington Funds Trust” entered into in the name or on behalf thereof by any of the Trustees, officers, representatives or agents of MFFT are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents of MFFT personally, but bind only the trust’s property, and all persons dealing with any series or class of shares of MFFT must look solely to MFFT property belonging to such series or class for the enforcement of any claims against the MFFT.

Limitation of Liability and Indemnification. (a) Equitable The Administrator shall be responsible for the performance of only such duties and services as are set forth in Schedule B of this Agreement and, except as otherwise provided in Sections 5 and 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss loss, damage or expense suffered by the Trusta Fund Party, in connection with the matters to which this Agreement relates, except for a loss losses, damages or expense expenses caused by or resulting from or attributable to (a) willful misfeasancemisconduct, bad faith or negligence on Equitablethe Administrator's part (or on the part of any third party to whom Equitable the Administrator has delegated any of its duties and obligations pursuant to Section 4(c5(c) hereunder) in the performance of its (or such third party's) obligations or duties or from by reason of reckless disregard by Equitable the Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of Equitablethe Administrator) or under an agreement with Equitable the Administrator (in the case of such third party) or, (b) subject to Section 10 20 below, Equitablethe Administrator's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitablethe Administrator) or an agreement with Equitable the Administrator (in the case of such third party) or its (c) a breach of any representation or warranty under this Agreement (in the case of Equitablethe Administrator) or under an agreement with Equitable the Administrator (in the case of such third party). In no event shall Equitable the Administrator (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits)profits or attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, even if Equitable the Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) . For purposes of this Section 8, the Administrator shall include its officers and employees. The Administrator will indemnify and hold harmless the Fund Parties and their directors, trustees, officers, agents and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character caused by or resulting from or attributable to the Administrator's willful misconduct, bad faith or negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard thereof. Except to the extent that Equitable the Administrator may be held liable pursuant to this Section 6(a) above8, Equitable the Administrator shall be not be responsible for, and the Trust Fund Parties shall indemnify and hold Equitable harmless the Administrator and its officers, directors, employees, agents and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, reasonable attorneys' fees and other expenses, paymentsincluding, expenses and liabilities, including but not limited to to, those arising out of or attributable to: (i) any a. Any and all actions of Equitable the Administrator or its officers or agents employees required to be taken pursuant to this Agreement; (ii) the b. The reasonable reliance on or use by Equitable the Administrator or its officers officers, employees or agents of information, records, or documents which that are received by Equitable the Administrator or its officers officers, employees or agents and furnished to it or them by third parties or on behalf of the TrustFund Parties by third parties, and which have been prepared or maintained by the Trust Fund Parties or any third party on behalf of the Trusttheir behalf; (iii) the Trustc. A Fund Party's refusal or failure to comply with the terms of this Agreement or the TrustFund Party's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the d. The breach of any representation or warranty of the Trust a Fund Party hereunder; (v) the e. The reliance on or the carrying out by Equitable the Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trustadvice in accordance with Section 7 hereof; (vi) any f. Any delays, inaccuracies, errors in or omissions from information or of data provided to Equitable the Administrator by data services, including data services providing information in connection with any third party computer system licensed to Equitablethe Administrator, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the g. The offer or sale of shares by the Trust Fund Parties in violation of any requirement under the Federal federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Fund Parties or its their other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Fund Parties prior to the effective date of this Agreement; (viii) any h. Any failure of the Trust's Fund Parties' registration statement statements to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a TrustFund's prospectus; (ix) except as provided for in Schedule B.III., the i. The actions taken by the TrustFund Parties (or their investment adviser, its Manager, its investment advisers, and its distributor sub-adviser or distributor) in compliance with applicable federal and state securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (x) all j. All actions, inactions, omissions, or errors caused by third parties to whom Equitable or the Trust has Fund Parties have assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the TrustBoard of the Fund Parties or a Fund's investments adviser, its Fundssub-adviser, investment adviserstransfer agent, custodian or Trust distributorsdistributor. The Trust Fund Parties shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has Fund Parties have been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is Fund Parties are required to indemnify Equitable the Administrator pursuant to this Agreement. With respect to any claim for indemnification under this Agreement, the indemnifying party will be entitled to participate at its own expense in the defense of any suit brought to enforce any liability subject to such indemnification. In the event the indemnifying party elects to assume the defense of any such suit and retain counsel, the indemnified party, or any of its affiliated persons named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the indemnifying party has specifically authorized the retaining of such counsel or (ii) the indemnified party shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. Nothing in this Agreement is intended to limit, reduce, or otherwise affect the duties, responsibilities, and liabilities of the Administrator in providing services to the Funds under an investment advisory agreement by and between each of the Fund Parties and the Administrator, in its capacity as investment adviser to the Funds. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) Equitable Chase shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the TrustFund or third parties, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from Chase's gross negligence or attributable to willful misfeasance, bad faith or negligence on Equitable's part (or on the part of any third party to whom Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party) or, subject to Section 10 below, Equitable's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitable) or an agreement with Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of Equitable) or under an agreement with Equitable (in the case of such third party). In no event shall Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of actionmisconduct. (b) Except to the extent that Equitable may be held liable pursuant to Section 6(a) above, Equitable Chase shall not be responsible for, and the Trust Fund shall indemnify and hold Equitable Chase and its directors, officers, agents and employees (collectively the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, costsfines, reasonable attorneys' fees penalties and expenses, payments, including out-of-pocket and incidental expenses and liabilitieslegal fees ("Losses") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable or its officers or agents the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable or its officers or agents the Indemnitees of information, records, or documents which are received by Equitable or its officers or agents the Indemnitees and furnished to it or them by or on behalf of the TrustFund, and which have been prepared or maintained by the Trust Fund or any third party on behalf of the TrustFund; (iii) the TrustFund's refusal or failure to comply with the terms of this Agreement or the TrustFund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by the Indemnitees on telephone or the carrying out by Equitable or its officers or agents other electronic instructions of any proper person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) following any instructions or other directions reasonably believed to be requests of the Fund or otherwise duly authorized, or requests and upon which Chase is authorized to rely pursuant to the terms of the Trustthis Agreement; (vivii) the recognition and processing by Chase of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (viii) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable Chase by the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealersbrokerage; (viiix) the offer or sale of shares by the Trust Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Fund prior to the effective date of this Agreement; (viiix) any failure of the TrustFund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a TrustFund's prospectus; (ixxi) except as provided for in Schedule B.III., the actions taken by the Trust, its ManagerFund, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (xxii) all actions, inactions, omissions, or errors caused by third parties to whom Equitable the Fund or the Trust has Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the TrustFund, its Funds, investment advisers, distributor, administrator or Trust distributorssponsor. (c) In addition to and not in limitation of paragraph (b) immediately above, the Fund also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of Chase's performance under this Agreement, provided the Indemnitees have not acted with gross negligence or engaged in willful misconduct. (d) In performing its services hereunder, Chase shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Fund and its custodians, officers and directors, investment advisers and sub-advisers, investors, agents and other service providers which Chase reasonably believes to be genuine, valid and authorized. The Trust Chase shall not also be entitled to consult with and rely on the advice and opinions of outside legal counsel and public accountants retained by the Fund, as necessary or appropriate. (e) Anything in this agreement to the contrary notwithstanding, in no event shall Chase be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) ), even if the Trust Chase has been advised of the likelihood of such loss or damage and regardless of the form of action, except when action in which any such loss or damage may be claimed. This provision shall survive the Trust is required to indemnify Equitable pursuant to termination of this Agreement.

Limitation of Liability and Indemnification. (a) Equitable The Administrator shall be responsible for the performance of only such duties and services as are set forth in Schedule B of this Agreement and, except as otherwise provided in Sections 5 and 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss loss, damage or expense suffered by the Trusta Fund Party, in connection with the matters to which this Agreement relates, except for a loss losses, damages or expense expenses caused by or resulting from or attributable to (a) willful misfeasancemisconduct, bad faith or negligence on Equitablethe Administrator's part (or on the part of any third party to whom Equitable the Administrator has delegated any of its duties and obligations pursuant to Section 4(c5(c) hereunder) in the performance of its (or such third party's) obligations or duties or from by reason of reckless disregard by Equitable the Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of Equitablethe Administrator) or under an agreement with Equitable the Administrator (in the case of such third party) or, (b) subject to Section 10 20 below, Equitablethe Administrator's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of Equitablethe Administrator) or an agreement with Equitable the Administrator (in the case of such third party) or its (c) a breach of any representation or warranty under this Agreement (in the case of Equitablethe Administrator) or under an agreement with Equitable the Administrator (in the case of such third party). In no event shall Equitable the Administrator (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable may be held liable pursuant to Section 6(a) above, Equitable shall not be responsible for, and the Trust shall indemnify and hold Equitable harmless from and against any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, including but not limited to those arising out of or attributable to: (i) any and all actions of Equitable or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable or its officers or agents of information, records, or documents which are received by Equitable or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's refusal or failure to comply with the terms of this Agreement or the Trust's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable by data services, including data services providing information in connection with any third party computer system licensed to Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Funds, investment advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profitsprofits or attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, even if the Trust Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. For purposes of this Section 8, except when the Trust is Administrator shall include its officers and employees. The Administrator will indemnify and hold harmless the Fund Parties and their directors, trustees, officers, agents and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character caused by or resulting from or attributable to the Administrator's willful misconduct, bad faith or negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard thereof. Except to the extent that the Administrator may be held liable pursuant to this Section 8, the Administrator shall be not be responsible for, and the Fund Parties shall indemnify and hold harmless the Administrator and its officers, directors, employees, agents and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, reasonable attorneys' fees and other expenses, including, but not limited to, those arising out of or attributable to: a. Any and all actions of the Administrator or its officers or employees required to indemnify Equitable be taken pursuant to this Agreement.; b. The reasonable reliance on or use by the Administrator or its officers, employees or agents of information, records, or documents that are received by the Administrator or its officers, employees or agents and furnished to it or them by third parties or on behalf of the Fund Parties by third parties, and which have been prepared or maintained by the Fund Parties or any third party on their behalf; c. A Fund Party's refusal or failure to comply with the terms of this Agreement or the Fund Party's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance;

Limitation of Liability and Indemnification. (a) AXA Equitable shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the TrustCorporation, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on AXA Equitable's part (or on the part of any third party to whom AXA Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's) duties or from reckless disregard by AXA Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party) or, subject to Section 10 below, AXA Equitable's (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of AXA Equitable) or an agreement with AXA Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party). In no event shall AXA Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if AXA Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that AXA Equitable may be held liable pursuant to Section 6(a) above, AXA Equitable shall not be responsible for, and the Trust Corporation shall indemnify and hold AXA Equitable harmless from and against any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, including but not limited to those arising out of or attributable to: (i) any and all actions of AXA Equitable or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by AXA Equitable or its officers or agents of information, records, or documents which are received by AXA Equitable or its officers or agents and furnished to it or them by or on behalf of the TrustCorporation, and which have been prepared or maintained by the Trust Corporation or any third party on behalf of the TrustCorporation; (iii) the TrustCorporation's refusal or failure to comply with the terms of this Agreement or the TrustCorporation's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust Corporation hereunder; (v) the reliance on or the carrying out by AXA Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the TrustCorporation; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to AXA Equitable by data services, including data services providing information in connection with any third party computer system licensed to AXA Equitable, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust Corporation in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust Corporation or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust Corporation prior to the effective date of this Agreement; (viii) any failure of the TrustCorporation's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a TrustCorporation's prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the TrustCorporation, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom AXA Equitable or the Trust Corporation has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the TrustCorporation, its Funds, investment advisers, or Trust Corporation distributors. The Trust Corporation shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust Corporation has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust Corporation is required to indemnify AXA Equitable pursuant to this Agreement.

Limitation of Liability and Indemnification. (a) Equitable Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or gross negligence on Equitable's Administrator’s part (or on the part of any third party to whom Equitable Administrator has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party's’s) duties or from reckless disregard by Equitable Administrator (or by such third party) of its obligations and duties under this Agreement (in the case of EquitableAdministrator) or under an agreement with Equitable Administrator (in the case of such third party) or, subject to Section 10 below, Equitable's Administrator’s (or such third party's) refusal or failure to comply with the terms of this Agreement (in the case of EquitableAdministrator) or an agreement with Equitable Administrator (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of EquitableAdministrator) or under an agreement with Equitable Administrator (in the case of such third party). In no event shall Equitable Administrator (or such third party) be liable for any indirect, incidental incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Equitable Administrator (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that Equitable Administrator may be held liable pursuant to Section 6(a) above, Equitable Administrator shall not be responsible for, and the Trust shall indemnify and hold Equitable Administrator harmless from and against against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities including, including but not limited to to, those arising out of or attributable to: (i) any and all actions of Equitable Administrator or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Equitable Administrator or its officers or agents of information, records, or documents which are received by Equitable Administrator or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's ’s refusal or failure to comply with the terms of this Agreement or the Trust's ’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by Equitable Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Equitable Administrator by data services, including data services providing information in connection with any third third-party computer system licensed to EquitableAdministrator, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust's registration statement ’s Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust's ’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its ManagerAdviser, its investment sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, ; and (x) all actions, inactions, omissions, or errors caused by third parties to whom Equitable Administrator or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its FundsFund, investment sub-advisers, or Trust distributors. The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including including, but not limited to to, lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify Equitable Administrator pursuant to this Agreement. (c) In connection with the termination of the Prior Mutual Funds Service Agreement, Administrator hereby assumes any obligation of XXXX to indemnify the Trust under Section 6(a) of the Prior Mutual Funds Service Agreement. (d) Until such time as Administrator becomes the investment adviser to the Trust, EQ Advisors Trust and 1290 Funds in connection with the indemnity provided to the Trust by Administrator pursuant to Sections 6(a) and 6(c) hereof, and solely in the event that Administrator fails to pay any indemnity properly due and owing to the Trust after the passage of a reasonable amount of time after the Trust’s written demand upon Administrator in accordance with Section 9 hereof, upon a written demand upon EIMG pursuant to Section 9 hereof setting forth in detail the basis for an indemnity being required of EIMG, EIMG shall reimburse the Trust for any shortfall properly due and owing to the Trust by Administrator.