AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT

AMENDMENT NO. 2

TO

PARTICIPATION AGREEMENT

Amendment No. 2, effective October 1, 2014, to the Participation Agreement dated December 1, 2010, as amended March 28, 2014 (the “Agreement”) by and among MONY Life Insurance Company of America (the “Company”); Xxxx Xxxxx Global Asset Management Variable Trust, Xxxx Xxxxx Partners Variable Equity Trust and Xxxx Xxxxx Partners Variable Income Trust (the “Fund”); Xxxx Xxxxx Partners Fund Advisor, LLC; and Xxxx Xxxxx Investor Services, LLC (the “Distributor”) (collectively, the “Parties”). All terms re-defined in this Amendment supersede and replace those definitions assigned in the Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

The Parties hereby agree to amend the Agreement as follows:

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

2. The Parties desire that Xxxx Xxxxx Global Asset Management Variable Trust, an open-end management investment company organized under the laws of Maryland, be added as a signatory to the Agreement. All references to the Fund in the Agreement shall now include Xxxx Xxxxx Global Asset Management Variable Trust.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 2 as of the date first above set forth.

XXXX XXXXX PARTNERS VARIABLE EQUITY TRUST						XXXX XXXXX PARTNERS VARIABLE INCOME TRUST
By:						By:
Name:		Xxxxxxx X. Xxxxxx				Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director President & CEO Xxxx Xxxxx Affiliated Mutual Funds				Title:		Managing Director President & CEO Xxxx Xxxxx Affiliated Mutual Funds
XXXX XXXXX PARTNERS FUND ADVISER, LLC						XXXX XXXXX GLOBAL ASSET MANAGEMENT VARIABLE TRUST
By:						By:
Name:		Xxxxxxx X. Xxxxxx				Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director President & CEO Xxxx Xxxxx Affiliated Mutual Funds				Title:		Managing Director President & CEO Xxxx Xxxxx Affiliated Mutual Funds

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XXXX XXXXX INVESTOR SERVICES, LLC
By:
Name:		Xxxxxxx X. Xxxxxxx
Title:		Director
MONY Life Insurance Company of America,
on behalf of itself and its separate accounts
By:
Name:		Xxxxxx X. Xxxxx
Title:		Managing Director

2

SCHEDULE B

PORTFOLIOS AVAILABLE UNDER THE CONTRACTS

Class I and Class II Shares, as applicable, of all Portfolios that are series of Xxxx Xxxxx Global Asset Management Variable Trust, Xxxx Xxxxx Partners Variable Equity Trust and Xxxx Xxxxx Partners Variable Income Trust, whether now existing or hereafter created.

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