FIFTH AMENDMENT TO FUND PARTICIPATION AGREEMENT Regarding FUND SHAREHOLDER REPORTS AND OTHER REQUIRED MATERIALS

FIFTH AMENDMENT TO FUND PARTICIPATION AGREEMENT

Regarding

FUND SHAREHOLDER REPORTS

AND OTHER REQUIRED MATERIALS

Equitable Financial Life Insurance Company of America (the “Company”), an Arizona stock life insurance company, and Xxxx Xxxxx Partners Variable Equity Trust and Xxxx Xxxxx Partners Variable Income Trust, each an open-end management investment company organized under the laws of Maryland (collectively, the “Fund”), Xxxx Xxxxx Partners Fund Advisor, LLC (the “Advisor”), a Maryland limited liability company and Franklin Distributors, LLC, formerly known as Xxxx Xxxxx Investor Services, LLC (the “Distributor”), a Delaware limited liability company, entered into a certain participation agreement dated December 1, 2010 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of September 19, 2022, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Fund, the Advisor and the Distributor (collectively, the “Parties”).

RECITALS

WHEREAS, the Parties wish to add Variable Account AA to Schedule A of the Agreement. Schedule A is hereby deleted in its entirety and replaced with the attached Schedule A;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Parties hereby agree to supplement and amend the Participation Agreement as follows:

1. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule A.

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first above written.

The Company:

Equitable Financial Life Insurance Company of America

By:
Print Name:		Xxxxxxx X. Xxxxxxxxx
Title:		Chief Investment Officer
Date:
The Fund:
Xxxx Xxxxx Partners Variable Equity Trust
By:
Print Name:		Xxxx Trust
Title:		President & CEO
Date:		10/31/2022
The Fund:
Xxxx Xxxxx Partners Variable Income Trust
By:
Print Name:		Xxxx Trust
Title:		President & CEO
Date:		10/31/2022
The Advisor:
Xxxx Xxxxx Partners Fund Advisor, LLC
By:
Print Name:		Xxxx Trust
Title:		President & CEO
Date:		10/31/2022
The Distributor:
Franklin Distributors, LLC
By:
Print Name:		Xxxx Xxxxx
Title:		President
Date:		10/30/2022

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SCHEDULE A

Equitable Financial Life Insurance Company of America

Separate Accounts and Associated Contracts

Name of Separate Account		Policy Form Numbers of Contracts Funded by                          Separate Account
Equitable America Variable Account L		All Contracts
Equitable America Variable Account A		All Contracts
Equitable America Variable Account P		All Contracts
Equitable America Variable Account K		All Contracts
Equitable America Variable Account No. 70A		All Contracts
Variable Account AA		All Contracts

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