Common use of Standard of Care; Liability Clause in Contracts

Standard of Care; Liability. (a) J.X. Xxxxxx shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Customer or the Funds, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting, (i) from willful malfeasance, bad faith or negligence on J.X. Xxxxxx’x part in the performance of its duties; (ii) from reckless disregard by J.X. Xxxxxx of its obligations and duties under this Agreement; (iii) from J.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement; or (iv) from the material and adverse breach of any representation or warranty of J.X. Xxxxxx. In no event shall J.X. Xxxxxx 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 J.X. Xxxxxx has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Subject to Section 6.1(a) above, J.X. Xxxxxx shall not be responsible for, and the Customer shall indemnify and hold J.X. Xxxxxx, its Affiliates, and their respective nominees, directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, reasonable attorneys’·fees and expenses, payments, expenses and liabilities incurred by J.X. Xxxxxx, any of its agents, or the Customer’s 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 J.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by J.X. Xxxxxx or its officers or agents of information, records, or documents which are received by J.X. Xxxxxx or its officers or agents and furnished to them by or on behalf of the Customer or the Funds, and which have been prepared or maintained by the Customer or the Funds or any third party on behalf of the Customer or the Funds; AXA Equitable Funds Management Group Fund Services Agreement April 2015 (iii) the Customer’s refusal to comply with the terms of this Agreement or the Customer’s lack of good faith, or its/their actions or lack thereof, involving negligence or willful malfeasance; (iv) the breach of any representation or warranty of the Customer hereunder; (v) the reliance on or the carrying out by J X Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. Xxxxxx by data, corporate action, or pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Funds 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 Funds or their service providers and agents other than J.X. Xxxxxx, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Funds prior to the effective date of this Agreement; (viii) any failure of the Funds’ Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulation 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 Funds’ Prospectus or SAI; (ix) the failure of the Customer or by the Funds and their Distributor to comply with applicable securities, tax, commodities and other laws, rules and regulations, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful malfeasance, bad faith or negligence of third parties to whom J.X. Xxxxxx, the Customer or the Funds has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Customer or by the Funds. (c) In performing its services hereunder, J.X. Xxxxxx shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from an Authorized Person, , and shall be indemnified by the Customer for any loss or expense caused by such reasonable reliance. AXA Equitable Funds Management Group Fund Services Agreement April 2015

Standard of Care; Liability. (a) J.X. X.X. Xxxxxx shall will use reasonable care in performing its obligations under this Agreement. X.X. Xxxxxx will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care. (b) X.X. Xxxxxx will be liable for any error of judgment the Customer’s direct damages to the extent they result from X.X. Xxxxxx’x fraud, negligence or mistake of law or for any loss or expense suffered by the Customer or the Funds, willful misconduct in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting, (i) from willful malfeasance, bad faith or negligence on J.X. Xxxxxx’x part performing its duties as set out in the performance of its duties; (ii) from reckless disregard by J.X. Xxxxxx of its obligations and duties under this Agreement; (iii) from J.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement; or (iv) from the material and adverse breach of any representation or warranty of J.X. Xxxxxx. In Nevertheless, under no event shall J.X. circumstances will X.X. Xxxxxx be liable for any indirect, incidental, consequential or special or consequential losses or damages (including, without limitation, lost profits) of any kind whatsoever (including but form incurred by any person or entity, whether or not limited to lost profits), even if J.X. Xxxxxx has been advised of the likelihood of such loss or damage foreseeable and regardless of the form type of actionaction in which such a claim may be brought, with respect to the Accounts, X.X. Xxxxxx’x performance under this Agreement, or X.X. Xxxxxx’x role as custodian. (bc) Subject to Section 6.1(a) above, J.X. The Customer will indemnify X.X. Xxxxxx shall not be responsible forIndemnitees against, and the Customer shall indemnify and hold J.X. Xxxxxx, its Affiliates, and their respective nominees, directors, officers, employees and agents them harmless from and againstfrom, any and all lossesLiabilities that may be imposed on, damages, costs, reasonable attorneys’·fees and expenses, payments, expenses and liabilities incurred by J.X. Xxxxxx, or asserted against any of its agentsX.X. Xxxxxx Indemnitees in connection with or arising out of (i) X.X. Xxxxxx’x performance under this Agreement, provided X.X. Xxxxxx Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any X.X. Xxxxxx Indemnitee’s status as a holder of record of the Customer’s Financial Assets. (d) The Customer agrees that X.X. Xxxxxx provides no service in relation to, and therefore has no duty or the Funds’ agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable responsibility to: (i) question Instructions or make any and all actions of J.X. Xxxxxx suggestions to the Customer or its officers or agents required to be taken pursuant to this Agreementan Authorized Person regarding such Instructions; (ii) the reliance on supervise or use by J.X. Xxxxxx or its officers or agents of information, records, or documents which are received by J.X. Xxxxxx or its officers or agents and furnished make recommendations with respect to them by or on behalf of the Customer investments or the Funds, and which have been prepared or maintained by the Customer or the Funds or any third party on behalf retention of the Customer or the Funds; AXA Equitable Funds Management Group Fund Services Agreement April 2015Financial Assets; (iii) advise the Customer’s refusal to comply with Customer or an Authorized Person regarding any default in the terms payment of principal or income on any Financial Asset other than as provided in Section 2.7(b) of this Agreement or the Customer’s lack of good faith, or its/their actions or lack thereof, involving negligence or willful malfeasance;Agreement; and (iv) the breach of any representation evaluate or warranty of the Customer hereunder; (v) the reliance on or the carrying out by J X Xxxxxx or its officers or agents of any proper instructions reasonably believed report to be duly authorized; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. Xxxxxx by data, corporate action, or pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Funds 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 Funds or their service providers and agents other than J.X. Xxxxxx, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Funds prior to the effective date of this Agreement; (viii) any failure of the Funds’ Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulation 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 Funds’ Prospectus or SAI; (ix) the failure of the Customer or by an Authorized Person regarding the Funds and their Distributor to comply with applicable securitiesfinancial condition of any broker, tax, commodities and other laws, rules and regulations, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful malfeasance, bad faith or negligence of third parties to whom J.X. Xxxxxx, the Customer or the Funds has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Customer or by the Funds. (c) In performing its services hereunder, J.X. Xxxxxx shall be entitled to rely on any oral or written instructions, notices agent or other communicationsparty to which X.X. Xxxxxx is instructed to deliver Financial Assets or cash. X.X. Xxxxxx is not responsible or liable in any way for the genuineness or validity of any Financial Asset or instrument received, including electronic transmissions, from an Authorized Person, , delivered or held by X.X. Xxxxxx in physical form that appears to be genuine and shall be indemnified by the Customer for any loss or expense caused by such reasonable reliance. AXA Equitable Funds Management Group Fund Services Agreement April 2015valid.

Standard of Care; Liability. Equitable Investment Management, LLC Fund Sub-Services Agreement - August 2021 (a) J.X. 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 Customer or the Funds, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting, (i) from willful malfeasance, bad faith or negligence on J.X. X.X. Xxxxxx’x part in the performance of its duties; (ii) from reckless disregard by J.X. X.X. Xxxxxx of its obligations and duties under this Agreement; (iii) from J.X. X.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement; or (iv) from the material and adverse breach of any representation or warranty of J.X. X.X. Xxxxxx. In no event shall J.X. X.X. Xxxxxx 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 J.X. X.X. Xxxxxx has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Subject to Section 6.1(a) above, J.X. X.X. Xxxxxx shall not be responsible for, and the Customer shall indemnify and hold J.X. X.X. Xxxxxx, its Affiliates, and their respective nominees, directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, reasonable attorneys’·fees attorneys’ fees and expenses, payments, expenses and liabilities incurred by J.X. X.X. Xxxxxx, any of its agents, or the Customer’s 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 J.X. X.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by J.X. X.X. Xxxxxx or its officers or agents of information, records, or documents which are received by J.X. X.X. Xxxxxx or its officers or agents and furnished to them by or on behalf of the Customer or the Funds, and which have been prepared or maintained by the Customer or the Funds or any third party on behalf of the Customer or the Funds; AXA Equitable Funds Management Group Fund Services Agreement April 2015; (iii) the Customer’s refusal to comply with the terms of this Agreement or the Customer’s lack of good faith, or its/their actions or lack thereof, involving negligence or willful malfeasance; (iv) the breach of any representation or warranty of the Customer hereunder;; Equitable Investment Management, LLC Fund Sub-Services Agreement - August 2021 (v) the reliance on or the carrying out by J X X Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. X.X. Xxxxxx by data, corporate action, or pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Funds 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 Funds or their service providers and agents other than J.X. X.X. Xxxxxx, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Funds prior to the effective date of this Agreement; (viii) any failure of the Funds’ Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulation 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 Funds’ Prospectus or SAI; (ix) the failure of the Customer or by the Funds and their Distributor to comply with applicable securities, tax, commodities and other laws, rules and regulations, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful malfeasance, bad faith or negligence of third parties to whom J.X. X.X. Xxxxxx, the Customer or the Funds has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Customer or by the Funds. (c) In performing its services hereunder, J.X. X.X. Xxxxxx shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from an Authorized Person, , and shall be indemnified by the Customer for any loss or expense caused by such reasonable reliance. AXA Equitable Funds Management Group Fund Services Agreement April 2015.

Standard of Care; Liability. (a) J.X. X.X. Xxxxxx shall will use reasonable care in performing its obligations under this Agreement. X.X. Xxxxxx will not be liable for any error of judgment or mistake of law or responsible for any loss or expense damage suffered by the Customer or the Funds, in connection Funds with the matters respect to any matter as to which this Agreement relatesX.X. Xxxxxx has satisfied its obligation of reasonable care unless the same results from an act of negligence, except for a loss fraud or expense caused by or resulting,willful misconduct on the part of X.X. Xxxxxx. (ib) X.X. Xxxxxx will be liable for the Customer’s and/or any Fund’s direct damages to the extent they result from X.X. Xxxxxx’x fraud, negligence, or willful malfeasance, bad faith or negligence on J.X. Xxxxxx’x part misconduct in the performance of performing its duties; (ii) from reckless disregard by J.X. Xxxxxx of its obligations and duties under as set out in this Agreement; (iii) from J.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement; or (iv) from the material and adverse breach of any representation or warranty of J.X. Xxxxxx. In Nevertheless, under no event shall J.X. circumstances will X.X. Xxxxxx be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits or consequential losses or damages business) of any kind whatsoever (including but form incurred by any person or entity, whether or not limited to lost profits), even if J.X. Xxxxxx has been advised of the likelihood of such loss or damage foreseeable and regardless of the form type of action. (b) Subject to Section 6.1(a) aboveaction in which such a claim may be brought, J.X. Xxxxxx shall not be responsible for, and the Customer shall indemnify and hold J.X. Xxxxxx, its Affiliates, and their respective nominees, directors, officers, employees and agents harmless resulting from and against, any and all losses, damages, costs, reasonable attorneys’·fees and expenses, payments, expenses and liabilities incurred by J.X. Xxxxxx, any of its agentsX.X. Xxxxxx’x performance under this Agreement, or X.X. Xxxxxx’x role as a service provider to the Customer’s 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 J.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by J.X. Xxxxxx or its officers or agents of information, records, or documents which are received by J.X. Xxxxxx or its officers or agents and furnished to them by or on behalf of the Customer or the Funds, and which have been prepared or maintained by the Customer or the Funds or any third party on behalf of the Customer or the Funds; AXA Equitable Funds Management Group Fund Services Agreement April 2015 (iii) the Customer’s refusal to comply with the terms of this Agreement or the Customer’s lack of good faith, or its/their actions or lack thereof, involving negligence or willful malfeasance; (iv) the breach of any representation or warranty of the Customer hereunder; (v) the reliance on or the carrying out by J X Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. Xxxxxx by data, corporate action, or pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Funds 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 Funds or their service providers and agents other than J.X. Xxxxxx, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Funds prior to the effective date of this Agreement; (viii) any failure of the Funds’ Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulation 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 Funds’ Prospectus or SAI; (ix) the failure of the Customer or by the Funds and their Distributor to comply with applicable securities, tax, commodities and other laws, rules and regulations, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful malfeasance, bad faith or negligence of third parties to whom J.X. Xxxxxx, the Customer or the Funds has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Customer or by the Funds. (c) In performing its services hereunderThe Customer will indemnify the X.X. Xxxxxx Xxxxxxxxxxx against, J.X. and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the X.X. Xxxxxx Xxxxxxxxxxx in connection with or arising out of X.X. Xxxxxx’x performance under this Agreement, provided the X.X. Xxxxxx Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question. (d) No Shareholder of the Customer (or any Fund thereof), or any Board trustee, officer, employee or agent of the Customer (or any Fund thereof), shall be entitled subject to rely on claims against or obligations of the Customer (or any oral or written instructions, notices or other communications, including electronic transmissions, from an Authorized Person, , and shall be indemnified Fund thereof) to any extent whatsoever. X.X. Xxxxxx agrees that the obligations assumed by the Customer for (or any loss Fund thereof) under this Agreement shall be limited in all cases to the Customer (and specifically to the relevant Fund and its assets), and X.X. Xxxxxx shall not seek satisfaction of any such obligation from the Shareholders or expense caused by such reasonable reliance. AXA Equitable Funds Management Group any Shareholder of the Customer (or the relevant Fund) or from any other Fund Services Agreement April 2015of the Customer, or from any Board trustee, officer, employee or agent of the Customer (or any Fund thereof).

Standard of Care; Liability. (a) J.X. 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 Customer or the Funds, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting, (i) from willful malfeasance, bad faith or negligence on J.X. X.X. Xxxxxx’x part in the performance of its duties; (ii) from reckless disregard by J.X. X.X. Xxxxxx of its obligations and duties under this Agreement; (iii) from J.X. X.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement; or (iv) from the material and adverse breach of any representation or warranty of J.X. X.X. Xxxxxx. In no event shall J.X. X.X. Xxxxxx 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 J.X. X.X. Xxxxxx has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Subject to Section 6.1(a) above, J.X. X.X. Xxxxxx shall not be responsible for, and the Customer shall indemnify and hold J.X. X.X. Xxxxxx, its Affiliates, and their respective nominees, directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, reasonable attorneys’·fees and expenses, payments, expenses and liabilities incurred by J.X. X.X. Xxxxxx, any of its agents, or the Customer’s 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 J.X. X.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by J.X. X.X. Xxxxxx or its officers or agents of information, records, or documents which are received by J.X. X.X. Xxxxxx or its officers or agents and furnished to them by or on behalf of the Customer or the Funds, and which have been prepared or maintained by the Customer or the Funds or any third party on behalf of the Customer or the Funds; AXA Equitable Funds Management Group Fund Services Agreement April 2015; (iii) the Customer’s refusal to comply with the terms of this Agreement or the Customer’s lack of good faith, or its/their actions or lack thereof, involving negligence or willful malfeasance; (iv) the breach of any representation or warranty of the Customer hereunder; (v) the reliance on or the carrying out by J X X Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. X.X. Xxxxxx by data, corporate action, or pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Funds 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 Funds or their service providers and agents other than J.X. X.X. Xxxxxx, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Funds prior to the effective date of this Agreement; (viii) any failure of the Funds’ Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulation 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 Funds’ Prospectus or SAI; (ix) the failure of the Customer or by the Funds and their Distributor to comply with applicable securities, tax, commodities and other laws, rules and regulations, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful malfeasance, bad faith or negligence of third parties to whom J.X. X.X. Xxxxxx, the Customer or the Funds has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Customer or by the Funds. (c) In performing its services hereunder, J.X. X.X. Xxxxxx shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from an Authorized Person, , and shall be indemnified by the Customer for any loss or expense caused by such reasonable reliance. AXA Equitable Funds Management Group Fund Services Agreement April 2015.

Standard of Care; Liability. (a) J.X. X.X. Xxxxxx shall will perform its duties and obligations under this Agreement, including but not limited to, the safekeeping of Financial Assets, with the high degree of care that would reasonably be expected from a professional custodian of comparable reputation, size and experience. X.X. Xxxxxx will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of exercising such care. (b) X.X. Xxxxxx will be liable for any error of judgment the Customer’s direct damages to the extent they result from X.X. Xxxxxx’x fraud, negligence or mistake of law or for any loss or expense suffered by the Customer or the Funds, willful misconduct in connection with the matters to which performing its duties as set out in this Agreement relatesand to the extent provided in Section 5.2(a). Nevertheless, except for a loss or expense caused by or resulting, (i) from willful malfeasance, bad faith or negligence on J.X. Xxxxxx’x part in the performance of its duties; (ii) from reckless disregard by J.X. Xxxxxx of its obligations and duties under this Agreement; (iii) from J.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement; or (iv) from the material and adverse breach of any representation or warranty of J.X. Xxxxxx. In no event shall J.X. circumstances will X.X. Xxxxxx be liable for any indirect, incidental, consequential or special or consequential losses or damages (including, without limitation, lost profits) of any kind whatsoever (including but form incurred by any person or entity, whether or not limited to lost profits), even if J.X. Xxxxxx has been advised of the likelihood of such loss or damage foreseeable and regardless of the form type of action. (b) Subject to Section 6.1(a) aboveaction in which such a claim may be brought, J.X. Xxxxxx shall not be responsible for, and the Customer shall indemnify and hold J.X. Xxxxxx, its Affiliates, and their respective nominees, directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, reasonable attorneys’·fees and expenses, payments, expenses and liabilities incurred by J.X. Xxxxxx, any of its agents, or the Customer’s 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 J.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by J.X. Xxxxxx or its officers or agents of information, records, or documents which are received by J.X. Xxxxxx or its officers or agents and furnished to them by or on behalf of the Customer or the Funds, and which have been prepared or maintained by the Customer or the Funds or any third party on behalf of the Customer or the Funds; AXA Equitable Funds Management Group Fund Services Agreement April 2015 (iii) the Customer’s refusal to comply with the terms of this Agreement or the Customer’s lack of good faith, or its/their actions or lack thereof, involving negligence or willful malfeasance; (iv) the breach of any representation or warranty of the Customer hereunder; (v) the reliance on or the carrying out by J X Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. Xxxxxx by data, corporate action, or pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Funds 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 activitiesAccounts, actionsX.X. Xxxxxx’x performance under this Agreement, or omissions by the Funds or their service providers and agents other than J.X. Xxxxxx, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Funds prior to the effective date of this Agreement; (viii) any failure of the Funds’ Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulation 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 Funds’ Prospectus or SAI; (ix) the failure of the Customer or by the Funds and their Distributor to comply with applicable securities, tax, commodities and other laws, rules and regulations, and (x) all actions, inactions, omissions, or errors caused by or resulting from the willful malfeasance, bad faith or negligence of third parties to whom J.X. Xxxxxx, the Customer or the Funds has assigned any rights and/or delegated any duties under this Agreement at the request of or X.X. Xxxxxx’x role as required by the Customer or by the Fundscustodian. (c) In performing its services hereunderThe Customer will indemnify the X.X. Xxxxxx Indemnitees against, J.X. and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the X.X. Xxxxxx shall Indemnitees in connection with or arising out of (i) X.X. Xxxxxx’x performance under this Agreement, provided the X.X. Xxxxxx Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any X.X. Xxxxxx Indemnitee’s status as a holder of record of the Customer’s Financial Assets. Nevertheless, the Customer will not be entitled obligated to rely on indemnify any oral X.X. Xxxxxx Indemnitee under the preceding sentence with respect to any Liability for which X.X. Xxxxxx is liable under Section 5.2(a) of this Agreement. (d) The Customer agrees that X.X. Xxxxxx provides no service in relation to, and therefore has no duty or written instructionsresponsibility to: (i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any Security other than as provided in Section 2.7(b) of this Agreement; and (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, notices agent or other communicationsparty to which X.X. Xxxxxx is instructed to deliver Financial Assets or cash. X.X. Xxxxxx is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, including electronic transmissions, from an Authorized Person, , delivered or held by X.X. Xxxxxx in physical form that appears to be genuine and shall be indemnified by the Customer for any loss or expense caused by such reasonable reliance. AXA Equitable Funds Management Group Fund Services Agreement April 2015valid.

Standard of Care; Liability. (a) J.X. Xxxxxx shall not will perform services under this Agreement (i) with reasonable care, (ii) without negligence, fraud, willful misconduct or willful omission, and at least at the same standard of care as J.X. Xxxxxx provides for itself and/or J.X. Xxxxxx affiliates with respect to similar services, (iii) in a manner that is reasonably designed to meet J.X. Xxxxxx’x obligations under this Agreement, and (iv) with the level of skill and care which would be expected from a reasonably skilled and experienced professional provider of the services (“J.X. Xxxxxx’x Standard of Care”). Global Custody Agreement - New York - January 2022 (b) J.X. Xxxxxx will only be liable for any error the Customer’s direct Liabilities and only to the extent they result from the breach of judgment or mistake J.X. Xxxxxx’x Standard of law or for any loss or expense suffered by the Customer or the Funds, Care in connection with the matters to which performing its duties as set out in this Agreement relates, except for a loss or expense caused by or resulting, (i) from willful malfeasance, bad faith or negligence on J.X. Xxxxxx’x part in the performance of its duties; and (ii) from reckless disregard by J.X. Xxxxxx of its obligations and duties under this Agreement;provided in Section 5.2(a). (iiic) from J.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement; or (iv) from the material and adverse breach of any representation or warranty of J.X. Xxxxxx. In Under no event shall circumstances will J.X. Xxxxxx be liable for (i) any loss of profits (whether direct or indirect) or (ii) any indirect, incidental, consequential or special or consequential losses or damages of any kind whatsoever (including but form, incurred by any person or entity, whether or not limited to lost profits), even if J.X. Xxxxxx has been advised of the likelihood of such loss or damage foreseeable and regardless of the form type of action. (b) Subject to Section 6.1(a) aboveaction in which such a claim may be brought, J.X. Xxxxxx shall not be responsible for, and the Customer shall indemnify and hold J.X. Xxxxxx, its Affiliates, and their respective nominees, directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, reasonable attorneys’·fees and expenses, payments, expenses and liabilities incurred by J.X. Xxxxxx, any of its agents, or the Customer’s 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 J.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by J.X. Xxxxxx or its officers or agents of information, records, or documents which are received by J.X. Xxxxxx or its officers or agents and furnished to them by or on behalf of the Customer or the Funds, and which have been prepared or maintained by the Customer or the Funds or any third party on behalf of the Customer or the Funds; AXA Equitable Funds Management Group Fund Services Agreement April 2015 (iii) the Customer’s refusal to comply with the terms of this Agreement or the Customer’s lack of good faith, or its/their actions or lack thereof, involving negligence or willful malfeasance; (iv) the breach of any representation or warranty of the Customer hereunder; (v) the reliance on or the carrying out by J X Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. Xxxxxx by data, corporate action, or pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Funds 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 Accounts or sale of such shares in such state (1) resulting from activities, actionsJ.X. Xxxxxx’x performance or non-performance under this Agreement, or omissions J.X. Xxxxxx’x role as custodian or banker or service provider to the Customer. (d) The Customer will indemnify the J.X. Xxxxxx Xxxxxxxxxxx against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Funds or their service providers and agents other than J.X. Xxxxxx, or (2) existing Xxxxxx Xxxxxxxxxxx in connection with or arising out of activitiesJ.X. Xxxxxx’x performance under this Agreement, actions or omissions by or on behalf provided that the J.X. Xxxxxx Xxxxxxxxxx has satisfied J.X. Xxxxxx’x Standard of Care in connection with the Liabilities in question. Nevertheless, the Customer will not be obligated to indemnify any J.X. Xxxxxx Indemnitee under the preceding sentence with respect to any Liability for which J.X. Xxxxxx is liable under Section 5.2(a). (e) J.X. Xxxxxx shall, to the extent practicable, use reasonable care to provide notice to the Customer of the Funds prior circumstances and all pertinent facts related to a claim for indemnification, it being understood that a failure to notify shall not serve to limit Customer’s obligation to indemnify the effective date J.X. Xxxxxx Indemnitees hereunder, and provided further that in no instances shall the Customer be obligated to indemnify any J.X. Xxxxxx Indemnitee out of this Agreement;any assets other than the assets of the particular Customer in connection with which the Liability has arisen. (viiif) any failure of the Funds’ Registration Statement to comply with the 1933 Act The Customer agrees that J.X. Xxxxxx provides no service in relation to, and the 1940 Act therefore has no duty or responsibility to: (including the rules and regulation thereunderi) and any other Applicable Laws, question Instructions or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Funds’ Prospectus or SAI; (ix) the failure of suggestions to the Customer or by an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the Funds and their Distributor to comply with applicable securities, tax, commodities and other laws, rules and regulations, and retention of Financial Assets; (xiii) all actions, inactions, omissions, or errors caused by or resulting from the willful malfeasance, bad faith or negligence of third parties to whom J.X. Xxxxxx, advise the Customer or an Authorized Person regarding any default in the Funds has assigned payment of principal or income on any rights and/or delegated any duties under this Agreement at the request of Financial Asset other than as provided in Section 2.6(b); and (iv) evaluate or as required by report to the Customer or by an Authorized Person regarding the Funds. (c) In performing its services hereunderfinancial condition of any broker, agent or other party to which J.X. Xxxxxx shall is instructed to deliver Account Assets. J.X. Xxxxxx is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by J.X. Xxxxxx in physical form that appears to be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from an Authorized Person, , genuine and shall be indemnified by the Customer for any loss or expense caused by such reasonable reliance. AXA Equitable Funds Management Group Fund Services Agreement April 2015valid.