Equitable Investment Management, LLC Fund Sub-Services Agreement - August 2021

1.  INTENTION OF THE PARTIES; DEFINITIONS

2.  WHAT X.X. XXXXXX IS REQUIRED TO DO

3.  INSTRUCTIONS

4.  FEES AND EXPENSES OWING TO X.X. XXXXXX

5.  ADDITIONAL PROVISIONS

6.  WHERE X.X. XXXXXX IS LIABLE TO THE CUSTOMER OR THE FUNDS

7.  TERM AND TERMINATION

8.  MISCELLANEOUS

SCHEDULE 1 SUB-ACCOUNTING AND NAV CALCULATION SERVICES

APPENDIX A NET ASSET VALUE ERROR CORRECTION POLICY AND PROCEDURES

SCHEDULE 2 FUND SUB-ADMINISTRATION SERVICES

SCHEDULE 3 REMUNERATION

ANNEX A ELECTRONIC ACCESS

Intention of the Parties; Definitions

Intention of the Parties

The Customer is the administrator to EQ Advisors Trust, a series trust registered under the Investment Company Act of 1940, with the purpose of investment of its assets in certain types of securities and instruments, as more fully described in its Registration Statement, as amended from time to time.

The Customer has requested X.X. Xxxxxx to provide Sub-Accounting and NAV Calculation Services and Fund Sub-Administration Services, with respect to the Funds, which X.X. Xxxxxx has agreed to do subject to the terms and conditions appearing in this Agreement and the Schedules. X.X. Xxxxxx will be responsible for the performance of only those duties set forth in this Agreement.

Definitions; Interpretation

As used in this Agreement and the Schedules and Appendices to this Agreement, the following terms have the meaning hereinafter stated.

Headings are for reference and convenience only and are not intended to affect interpretation.

References to Articles and Sections are to Articles and Sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the Sections and paragraphs of the sub-sections in which they appear.

Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa); use of

What X.X. Xxxxxx is Required to Do

The Services

The Customer hereby appoints X.X. Xxxxxx to act as sub-administrator, and to provide the Services, with respect to each of the Funds and X.X. Xxxxxx agrees to act as sub-administrator, and to provide the Services, with respect to the Funds (subject to any limitations notified by the Customer to X.X. Xxxxxx in writing and subject to any requirements or restrictions imposed on the performance of such functions by any statutory provisions for the time being in force), until this Agreement is terminated as hereinafter provided.

X.X. Xxxxxx shall act as agent of the Customer and/or the Funds solely with respect to the duties of X.X. Xxxxxx described in this Agreement.

The Customer acknowledges that X.X. Xxxxxx is not providing any legal, tax or investment advice in providing the Services. X.X. Xxxxxx acknowledges that it has an obligation of care with regard to the preparation of the tax reporting included in the Services.

No Duty to Monitor Compliance

No Responsibility for Tax Returns

Storage of Records.

Compliance with Laws and Regulations.

Change Control.

If either party wishes to propose any amendment or modification to, or variation of, the Services (including the scope or details of the Services (a “Change”), then it shall notify the other party of that fact by sending a request (a “Change Request”) to the party, specifying in as much detail as is reasonably practicable the nature of the Change. X.X. Xxxxxx shall maintain a log of all Change Requests.

Promptly following the receipt of a Change Request, the parties shall agree whether to implement the Change Request, whether the Fees should be modified in light of the change to the Services, and whether and upon what basis X.X. Xxxxxx will be compensated for implementing the Change Request.

If a change to Applicable Law requires a change to the provision of the Services, the parties shall follow the Change Control processes. X.X. Xxxxxx shall bear its own costs with respect to implementing such a Change Request except that:

X.X. Xxxxxx shall be entitled to charge the Customer for any changes required as a result of the change in Applicable Law affecting the Customer and/or any of the Funds in a materially different way than it affects X.X. Xxxxxx’x other customers, or which the Customer wishes X.X. Xxxxxx to implement in a way different from what X.X. Xxxxxx reasonably intends to implement for its other customers.

Electronic Access

Electronic Access.

Fees and Expenses Owing to X.X. Xxxxxx

Fees and Expenses.

The Customer will pay X.X. Xxxxxx for the Services under this Agreement the fees as set forth in Schedule 3 hereto, or as otherwise agreed upon in writing between the Customer and X.X. Xxxxxx from time to time.

In addition to the fees provided for above, the Customer shall be responsible for the payment of all the reasonable fees and disbursements of X.X. Xxxxxx in connection with the establishment, and ongoing business of the Customer and/or any Fund, all governmental or similar fees, charges, taxes, and duties levied in or by any relevant authority in the United States on or in respect of the Customer and/or any Fund which are incurred by X.X. Xxxxxx, and any other customary or extraordinary expenses. The Customer shall reimburse X.X. Xxxxxx for any of the foregoing and for all reasonable out-of-pocket expenses including postage and stationery in connection with mailings to shareholders and expenses of a similar nature as X.X. Xxxxxx may incur in the execution of its duties under this Agreement and the cost of any

Invoices will be payable within thirty (30) days of the date of the invoice. If the Customer disputes an invoice, it shall nevertheless pay on or before the date that payment is due such portion of the invoice that is not subject to a bona fide dispute.

Additional Provisions

Representations of the Customer and X.X. Xxxxxx.

The Customer represents and warrants that (i) assuming execution and delivery of this Agreement by X.X. Xxxxxx, this Agreement is the Customer’s legal, valid and binding obligation, enforceable against Customer in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement.

X.X. Xxxxxx represents and warrants that (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is X.X. Xxxxxx’x legal, valid and binding obligation, enforceable against X.X. Xxxxxx in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement.

The Customer to Provide Certain Information to X.X. Xxxxxx.

Information Used to Provide the Service.

Where X.X. Xxxxxx is Liable to the Customer or the Funds

Standard of Care; Liability.

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,

from willful malfeasance, bad faith or negligence on X.X. Xxxxxx’x part in the performance of its duties;

from reckless disregard by X.X. Xxxxxx of its obligations and duties under this Agreement;

from X.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement; or

from the material and adverse breach of any representation or warranty of X.X. Xxxxxx.

Subject to Section 6.1(a) above, X.X. Xxxxxx shall not be responsible for, and the Customer shall indemnify and hold 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 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:

any and all actions of X.X. Xxxxxx or its officers or agents required to be taken pursuant to this Agreement;

the reliance on or use by X.X. Xxxxxx or its officers or agents of information, records, or documents which are received by 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;

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;

the breach of any representation or warranty of the Customer hereunder;

the reliance on or the carrying out by X X Xxxxxx or its officers or agents of any proper instructions reasonably believed to be duly authorized;

any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by data, corporate action, or pricing services or securities brokers and dealers;

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 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;

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;

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

all actions, inactions, omissions, or errors caused by or resulting from the willful malfeasance, bad faith or negligence of third parties to whom 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.

In performing its services hereunder, 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.

Force Majeure.

X.X. Xxxxxx May Consult with Counsel.

Term and Termination

Term and Termination.

Other Grounds for Termination.

In the event of the termination of the custody agreement between X.X. Xxxxxx and the Funds, this Agreement shall terminate effective on the date that the Funds’ assets are transitioned to a successor custodian pursuant to paragraph 9.2 of the custody agreement between X.X. Xxxxxx and the Funds.

Either party may terminate this Agreement immediately upon written notice to the other party following the occurrence of any of the following:

the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure;

the relevant federal or state authority withdrawing its authorization of either party; or

the other party committing any material breach of this Agreement and failing to remedy such breach (if capable of remedy) within 30 days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach.

Consequences of Termination.

Transition following Termination.

Miscellaneous

Notices.

Successors and Assigns.

Entire Agreement.

Insurance.

Governing Law and Jurisdiction.

Severability; Waiver; and Survival.

If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

The parties’ rights, protections, and remedies under this Agreement shall survive its termination.

Confidentiality.

Subject to Section 8.7(b), X.X. Xxxxxx will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over X.X. Xxxxxx’x, the Customer’s or Funds’ business, or with the consent of the Customer.

The Customer authorizes X.X. Xxxxxx to disclose Confidential Information to:

Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions of this Agreement, including, without limitation, any commercial terms, in confidence, except that the Customer may provide a copy of the Agreement to the Funds and the Funds may (i) describe the terms of the Agreement in the Registration Statement as required by Applicable Law and (ii) file the Agreement as an exhibit to the Registration Statement.

Use of X.X. Xxxxxx’x Name.

Counterparts.

No Third Party Beneficiaries.

EQUITABLE INVESTMENT MANAGEMENT, LLC

JPMORGAN CHASE BANK, N.A.

/s/ Xxxxxx xxxx

/s/ Xxxxxxx Xxxx

Annual Fixed Charge (non Multi-Managed)

Based on average net assets:

Fund assets less than $100 million

Fund assets greater than $100 million

Annual Fixed Charge (Multi-Managed)

Composite Fee

Per Sleeve Fee

Basis Point Charge

Based on average net assets:

First $3 billion

Next $3 billion

Next $4 billion

Next $10 billion

Definitions

Definitions.

Interpretation.

Fund Accounting

Maintenance of Accounting Records.

X.X. Xxxxxx shall maintain the following Accounting Records in accordance with U.S. generally accepted accounting principles:

journals containing an itemized Daily record of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits;

general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received;

separate ledger accounts; and

a monthly trial balance of all ledger accounts (except shareholder accounts).

X.X. Xxxxxx shall update the Accounting Records to reflect completed Share Transactions as notified to it by the Transfer Agent on a total aggregate basis.

X.X. Xxxxxx is not required to calculate performance fees, or performance fee waivers, or collars, except as may be agreed with the Customer.

Distributions.

Daily Distributing Funds: X.X. Xxxxxx will compute each Fund’s net income and capital gains, dividend payables, dividend factors and agreed upon rates and yields.

Non-Daily Dividend Funds: X.X. Xxxxxx will record Fund distributions as notified to it by the Customer.

Assistance to Auditors.

Fund Valuations

NAV Calculation and Reporting.

X.X. Xxxxxx shall perform NAV calculations in accordance with:

the Prospectus;

the 1940 Act;

Valuation Procedures; and

instructions which are consistent with X.X. Xxxxxx’x operating model, provided that, in the cases of (iii) and (iv), they are consistent with (i) and (ii).

X.X. Xxxxxx shall perform the following NAV calculation functions Daily, unless otherwise agreed with the Customer:

recording all security transactions including appropriate gains and losses from the sale of Fund securities;

recording each Fund’s (or class’) capital share activities based upon Share Transactions received by the Transfer Agent;

recording interest income, amortization/accretion income and dividend income;

accruing Fund (or class) expenses according to instructions received from the Customer;

recording all corporate actions affecting securities held by each Fund;

determining the outstanding receivables and payables for all (1) security trades, (2) Share Transactions; and (3) income and expense accounts;

obtaining security prices from independent pricing services, or if such quotes are unavailable, obtaining such prices from the Customer or its designee, as approved by the Board; and

following directions from the Customer with respect to the fair valuation of assets of the Fund.

X.X. Xxxxxx shall report confirmed NAV calculations to

the Customer;

the Transfer Agent; and

such third parties as agreed with the Customer.

NAV Errors.

X.X. Xxxxxx shall report all NAV Errors to the Customer promptly upon discovery.

The Customer shall ensure that all errors in NAV calculations identified by it are reported to X.X. Xxxxxx as soon as reasonably practicable following discovery.

X.X. Xxxxxx shall correct NAV Errors as and when required by Appendix A to this Schedule.

Prices of OTC Derivatives and Certain Other Assets.

If Customer elects to use the X.X. Xxxxxx OTC Derivative Administration Solutions valuation service to value OTC Derivative Contracts held by a Fund, that service will be provided in accordance with, and be subject to, the terms and conditions set forth in [Schedule 5].

Except as set forth in paragraph (a), X.X. Xxxxxx shall value OTC Derivative Contracts and other investments that X.X. Xxxxxx reasonably determines do not have a readily ascertainable fair market value in accordance with procedures provided by Customer. It is agreed that in cases where such procedures involve the use of an algorithm or other model, X.X. Xxxxxx shall have no responsibility for any defect or flaw in that model or for its appropriateness for use for the specific asset.

Reconciliations of Securities Positions and Cash and/or Currency Balances

X.X. Xxxxxx shall reconcile its records of securities positions and cash and/or currency balances of the relevant Fund to the records of the relevant custodian (including itself for assets held in custody by X.X. Xxxxxx), and shall perform similar reconciliations to the relevant source with respect to other material investment assets or liabilities. Such reconciliations shall be conducted at the same frequency as performed for other funds administered by the Customer in the case of cash and/or currency holdings, securities and other investment assets or liabilities.

In cases where X.X. Xxxxxx or one of its Affiliates is not the custodian for any given Fund, or does not hold assets belonging to the Fund in its custody, the Customer shall ensure that the applicable custodian shall provide X.X. Xxxxxx with timely, accurate and complete records of securities position and cash and/or currency balances to X.X. Xxxxxx for that Fund. The Customer also shall ensure that the relevant source shall provide X.X. Xxxxxx with timely, accurate and complete records of any other material investment assets or liabilities for each Fund.

Standard Reporting

Services Requiring Separate Arrangements

Non-Standard Services and Reports.

Messaging/Communication.

As used in this Agreement and the Schedules and Appendices to this Agreement, the following terms have the meaning hereinafter stated:

The following Procedures will be utilized by X.X. Xxxxxx with respect to NAV Error corrections:

If the error in the computation of the net asset value is less than $0.010 per share, no action shall be taken.

If a Per Share NAV Error is less than one half of one percent of the originally computed Per Share NAV, X.X. Xxxxxx, on behalf of the Funds, will determine whether total Fund Losses exceeded total Fund Benefits for the NAV Error Period. If the Fund incurred a net loss, the Customer will be responsible for obtaining reimbursement for such loss from the responsible person or persons. If the Fund had a net benefit, no action need be taken; however, such net benefit should not be carried forward to any analyses performed in the future for other NAV Errors that may arise.

If the Per Share NAV Error equals or exceeds one half of one percent of the originally computed per share NAV, 1) account adjustments should be made to compensate Shareholders for Shareholder Losses, and 2) the Customer will be responsible for obtaining reimbursement for such loss from the responsible person or persons for Fund Losses.

With respect to individual Shareholder Losses, the Customer will be responsible for causing the Fund (or responsible party) to pay to individual Shareholders any additional redemption proceeds owed and either refund excess subscription monies paid or credit the Shareholder account as of the date of the NAV Error, for additional shares.

With respect to Fund Losses, the Customer will be responsible for causing either the responsible person or persons or the individual Shareholders to reimburse the Fund for the amount of the Fund’s Losses. (Note that there is no netting of Fund Losses (as described in (c)(i) above) where the error equals or exceeds ¹⁄₂ of 1% of NAV, to the extent benefits were paid out by the Fund to Shareholders as account adjustments).

In the case of an error that fluctuates above and below one half of one percent, individual Shareholder adjustments should be effected for those days where the NAV Error was equal to or exceeded one half of one percent. With respect to the remaining days, the Fund level process described above in Section 2(b) may be applied.

If there is a subsequent discovery of an error which affects a NAV Error Period that had previously been corrected in the manner described above, the subsequently discovered NAV Error should be analyzed in isolation without taking into consideration the previously corrected NAV Errors.

In cases where a NAV Error has occurred, the Customer, upon X.X. Xxxxxx’x request, will instruct the Transfer Agent to reprocess transactions and to adjust each Shareholder’s Shares upwards or downwards accordingly, at the expense of the responsible person or persons. If the Transfer Agent does not agree to reprocess transactions resulting from a NAV Error for which X.X. Xxxxxx is a responsible person, X.X. Xxxxxx’x liability will be limited to the amount it would have been liable for had the reprocessing occurred.

In cases where X.X. Xxxxxx is not the responsible person with regard to an NAV Error, X.X. Xxxxxx shall be entitled to reasonable compensation for the work it performs with respect to the remediation of the NAV Error.

In cases where X.X. Xxxxxx is a responsible person with regard to an NAV Error, but not the sole responsible person, the Fund, to the extent customary under industry practice, shall seek recovery from each such responsible person, for its proportional share of the applicable Fund Loss or Shareholder Loss.

Portfolio Compliance Service.

Subject to the timely availability of accurate data, X.X. Xxxxxx will perform testing of the Fund’s portfolio compliance:

on a daily basis with respect to such investment restrictions and other regulatory requirements that are directed by the Customer and are within X.X. Xxxxxx’x product capability to track, in a manner reasonably acceptable to X.X. Xxxxxx;

on a quarterly basis with respect to the requirements of Section 817(h) of the Internal Revenue Code and applicable Treasury Regulations;

on a quarterly basis with respect to the requirements of Section 851 of the Internal Revenue Code and applicable Treasury Regulations for qualification as a regulated investment company; and

Financial Reporting Services.

Semi-Annual and Annual Reports.

24f-2 Notices.

Form N-CSR.

Pro-forma Financial Statements.

Additional Services.

Tax Services

Financial Statement Support:

Return of Capital Statement of Position (ROC SOP) disclosure.

Tax Footnote disclosure that involves tax cost of investments, ROC SOP reclassification, tax character of distributions (comparative table - prior year and current year), distributable earnings, capital loss carry forward and (if applicable) post October loss.

60 day notice information required by the Internal Revenue Code for foreign tax credit, long-term capital gain designation, tax exempt income, dividend received deduction, qualified dividend income, qualified interest income, and qualified short-term gain.

Additional Services.

General Administration Services

Dividend Distributions.

Expense Accruals.

Expense Payments.

X.X. Xxxxxx may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the “Products”) and to access or receive electronically Data (as defined below) in connection with the Agreement. X.X. Xxxxxx may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. X.X. Xxxxxx shall use reasonable efforts to give the Customer reasonable notice of its termination or suspension of access to the Products, but may do so immediately if X.X. Xxxxxx determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is at risk. Access to the Products shall be subject to the Security Procedures.

In consideration of the fees paid by the Customer to X.X. Xxxxxx and subject to any applicable software license addendum in relation to X.X. Xxxxxx-owned or sublicensed software provided for a particular application and Applicable Law, X.X. Xxxxxx grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically to the Customer or its Authorized Persons (the “Data”) for the Customer’s internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, corporate action information, and reference data, may have been licensed by X.X. Xxxxxx from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to X.X. Xxxxxx.

The Customer acknowledges that there are security, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with X.X. Xxxxxx’x software. Each of the Customer and X.X. Xxxxxx shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

In cases where X.X. Xxxxxx’x web site is unexpectedly down or otherwise unavailable, X.X. Xxxxxx shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct X.X. Xxxxxx or obtain reports from X.X. Xxxxxx. X.X. Xxxxxx shall not be liable for any loss or damage arising out of the Customer’s use of, access to or inability to use the Products via X.X. Xxxxxx’x web site in the absence of X.X. Xxxxxx’x xxxxx negligence or willful misconduct.

Use of the Products may be monitored, tracked, and recorded in a manner consistent with Applicable Law.

The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail.

The Customer shall promptly and accurately designate in writing to X.X. Xxxxxx the geographic location of its users upon written request. The Customer further represents and warrants to X.X. Xxxxxx that the Customer shall not access the service from any jurisdiction which X.X. Xxxxxx informs the Customer or where the Customer has actual knowledge that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer’s behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable X.X. Xxxxxx to process the data set out therein for the purposes of providing the Products.

The Customer will be subject to and shall comply with all applicable laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”). The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (15 X.X.X. §0000, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Xxx 0000 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.

The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.