FOURTH AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT Regarding TRUSTS SHAREHOLDER REPORTS AND OTHER REQUIRED MATERIALS

FOURTH AMENDMENT TO AMENDED AND RESTATED PARTICIPATION

AGREEMENT

Regarding

TRUSTS SHAREHOLDER REPORTS

AND OTHER REQUIRED MATERIALS

Equitable Financial Life Insurance Company of America, (the Company”), an Arizona stock life insurance company, and MFS Variable Insurance Trust and MFS Variable Insurance Trust II (individually, the “Trust” and collectively, the “Trusts”), each a Massachusetts business trust and MFS Fund Distributors, Inc. (the “Distributor), a Delaware corporation, entered into a certain amended and restated participation agreement dated March 15, 2010 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of February 16, 2021, 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 Trusts and the Distributor (collectively, the “Parties”).

RECITALS

WHEREAS, pursuant to the Participation Agreement among the Parties, the Company invests in shares of certain of the portfolios of the Trust (the “Portfolios”) as a funding vehicle for the Accounts that issue variable annuity and/or life insurance contracts (the “Variable Contracts”) to persons that are registered owners of such Variable Contracts on the books and records of the Company (the “Contract Owners”);

WHEREAS, the Accounts are registered as unit investment trusts under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Company, on behalf of the Accounts, has certain obligations pursuant to Rule 30e-2 under the 1940 Act to deliver Trust shareholder reports to Contract Owners, which obligations may be satisfied by compliance with Rule 30e-3 under the 1940 Act (“Rule 30e-3”);

WHEREAS, the Company intends to comply with the requirements, terms and conditions of Rule 30e-3 to satisfy its obligation to deliver Trust shareholder reports to Contract Owners, including hosting the website of certain Trust materials required by Rule 30e-3; and

WHEREAS, Section 5(b)(2) of the Securities Act of 1933, as amended (the “1933 Act”) may require that a Statutory Prospectus (as defined in Rule 498A under the 1933 Act; “Rule 498A”) for the Portfolios be delivered to Contract Owners under certain circumstances;

WHEREAS, the Parties intend to meet any such Portfolio Statutory Prospectus delivery requirement by relying on and complying with the requirements, terms and conditions of paragraph (j) of Rule 498A for “on-line” delivery;

WHEREAS, paragraph (j) of Rule 498A requires, inter alia, that some of the Trust Documents (defined below) be posted and maintained on a website specified on the cover page of the Summary Prospectus for the Variable Contracts, and the Company intends to host said website; and

WHEREAS, the Company cannot host such website in compliance with Rules 30e-3 and 498A unless the Trusts prepare and make the Trust Documents that are specified in Rules 30e-3 and 498A available to the Company;

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

1. Provision of Trust Documents; Website Posting.

(a) Trust Documents. The Trusts are responsible for preparing and making available the following “Trust Documents,” as specified in paragraph (b)(1) of Rule 30e-3 and paragraph (j)(1)(iii) of Rule 498A:

(i) Summary Prospectus for the Portfolios;

(ii) Statutory Prospectus for the Portfolios;

(iii) Statement of Additional Information (“SAI”) for the Portfolios; and

(iv) Most Recent Annual and Semi-Annual Reports to Shareholders (under Rule 30e-1 under the 1940 Act) for the Portfolios (together, the “Shareholder Reports”) (referred to in Rule 30e-3 as the “Current” and “Prior” Report to Shareholders).

(v) Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments (which, for the avoidance of doubt, may be included within the Shareholder Reports); and

(vi) Portfolio Holdings For Most Recent First and Third Fiscal Quarters (together with the complete portfolio holdings specified in (v) above, the “Portfolio Holdings”).

(b) Deadline for Providing, and Currentness of, Trust Documents.

(i) The Trusts shall provide or make available the Summary Prospectus, Statutory Prospectus, and SAI for the Portfolios to the Company (or its designee) on a timely basis (to facilitate the required website posting) and provide or make available updated versions as necessary, in order to facilitate a continuous offering of the Portfolio Company’s securities and the Variable Contracts.

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(ii) The Trusts shall provide or make available the Shareholder Reports and Portfolio Holdings on a timely basis (to facilitate the required website posting) but no later than 5 business days before the date each time that the Shareholder Reports and Portfolio Holdings are required to be posted by Rule 30e-3.

(c) Format of Trust Documents. The Trusts shall provide or make available the Trust Documents to the Company (or its designee) in an electronic format that is suitable for website posting, and in a format, or formats, that:

(i) are both human-readable and capable of being printed on paper in human-readable format (in accordance with paragraph (b)(3) of Rule 30e-3 and paragraph (h)(2)(i) of Rule 498A); and

(ii) permit persons accessing the Statutory Prospectus and SAI to move directly back and forth between each section heading in a table of contents of such document and the section of the document referenced in that section heading (that is, these documents must include linking, in accordance with paragraph (h)(2)(ii) of Rule 498A); and

(iii) permit persons accessing the Trust Documents to permanently retain, free of charge, an electronic version of such materials that meet the requirements of subparagraphs (h)(2)(i) and (ii) of Rule 498A (in accordance with paragraph (h)(3) of Rule 498A).

(d) Website Hosting. The Company shall host and maintain the website specified in paragraph (j)(1)(iii) of Rule 498A, so that the Trust Documents are publicly accessible, free of charge, at that website, in accordance with the conditions set forth in that paragraph.

(e) Use of Summary Prospectuses.

(i) The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Variable Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A no later than May 1, 2022.

(ii) The Trusts shall provide advance written notice to the Company in the event that the Trust determines to no longer use a summary prospectus for the Portfolios, in accordance with paragraph (j)(1)(ii) of Rule 498A.

(f) Website Hosting and Notice Fee (Expense Allocation). The Trusts shall bear the costs of performance under the amendment in the same manner and to the same extent as it is responsible for the costs of delivering the Trusts’ Shareholder Reports and Prospectuses as specified in the Participation Agreement.

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2. Content of Trust Documents. The Trusts shall be responsible for the content and substance of the Trust Documents as provided to the Company, including, but not limited to, the accuracy and completeness of the Trust Documents. Without limiting the generality of the foregoing in any manner, the Trusts shall be responsible for ensuring that the Trust Documents as provided or made available to the Company:

(a) Meet in all material respects the standards of the 1933 Act, the Securities Exchange Act of 1934, as amended; the 1940 Act; and all rules and regulations under those Acts that are, in each case, applicable to the Trust; and (b) Do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.

3. Provision of Trust Documents for Paper Delivery. The Trusts shall:

(a) At their expense, as the Company may reasonably request from time to time, provide the Company with sufficient paper copies of the then current Trust Documents, so that the Company may maintain a supply of such current paper documents sufficient in its reasonable judgment to meet anticipated requests from Contract Owners (see paragraphs (e) and (f) of Rule 30e-3 and paragraphs (i)(1) and (j)(3) of Rule 498A). Such Company requests shall be fulfilled reasonably promptly.

(b) Alternatively, if requested by the Company in lieu thereof, the Trusts or its designee shall provide such electronic or other documentation (including “camera ready” copies of the current Trust Documents as set in type, or at the request of the Company, a diskette in a form suitable to be sent to a financial printer), and such other assistance as is reasonably necessary to have the then current Trust Documents printed for distribution; the reasonable costs of providing the electronic documentation and of such printing to be borne by the Trusts.

(c) The Trusts and/or the Distributor shall reimburse the Company for the costs of mailing the Trust Documents to Contract Owners in the same manner and to the same extent as it is responsible for the costs of delivering the Trust Documents as specified in the Participation Agreement. This reimbursement is in addition to, and not part of or in lieu of, the Website Hosting and Notice Fee specified above.

4. Portfolio Expense and Performance Data. The Trusts shall provide or make available such data regarding each Portfolio’s expense ratios and investment performance as the Company shall reasonably request, to facilitate the registration and sale of the Variable Contracts. Without limiting the generality of the forgoing, the Trusts shall provide or make available the following Portfolio expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Variable Contracts (and as otherwise reasonably requested by the Company), but in no event later than 70 calendar days after the close of each Portfolio’s fiscal year:

(a) the gross “Annual Portfolio Company Expenses” for each Portfolio calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to Item 4 of Form N-4, and (ii) Instruction 4(a) to Item 4 of Form N-6) ; and

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(b) the net “Annual Portfolio Company Expenses” (aka “Total Annual Trust Operating Expenses”) for each Portfolio calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4, and (ii) Instruction 4 to Item 17 of Form N-4, and (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Portfolio (or Trust); and

(c) the “Average Annual Total Returns” for each Portfolio (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18 of Form N-6).

5. Construction of this Amendment; Participation Agreement.

(a) This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act and Rule 498A (including paragraph (j) thereof) under the 1933 Act and any interpretations of those Rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities.

(b) To the extent the terms of this Amendment conflict with the terms of the Participation Agreement, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Participation Agreement shall continue to apply, and shall apply to the duties, responsibilities, rights and obligations of the Parties under and pursuant to this Amendment.

6. Termination. This Amendment shall terminate upon the earlier of:

(a) termination of the Participation Agreement; or

(b) 60 days written notice from any Party to the other Parties.

7. Indemnification. The Distributor specifically agrees to indemnify and hold harmless the Company (and its officers, directors, and employees) from any and all liability, claim, loss, demand, damages, costs and expenses (including reasonable attorney’s fees) arising from or in connection with any claim or action of any type whatsoever brought against the Company (or its officers, directors, and employees) as a direct result of any failure by the Trusts to make the Trust Documents available in accordance with the terms of this Amendment or to fulfill their other material duties and responsibilities under this Amendment or for any other material breach of this Amendment. The Company specifically agrees to indemnify and hold harmless the Trusts and Distributor and their respective officers, directors, and employees (“MFS Indemnified Parties”) from any and all liability, claim, loss, demand, damages, costs and expenses (including reasonable attorney’s fees) arising from or in connection with any claim or action of any type whatsoever brought against any of the MFS Indemnified Parties as a direct result of any failure by the Company to present the Trust Documents on the website in a timely fashion as required by this Amendment, or any failure to fulfill their other material duties and responsibilities under this Amendment or for any other material breach of

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this Amendment. This indemnification shall be in addition to and not in lieu of the indemnification provided for in the Participation Agreement or any other addendums or amendments thereto, but otherwise shall be subject to and in accordance with the terms and conditions of the Participation Agreement.

8. Counterparts and Delivery. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. A signed copy of this Amendment delivered by facsimile or by emailing a copy in .pdf form shall be treated as an original and shall bind all Parties just as would the exchange of originally signed copies.

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, on behalf of itself and each Separate Account

By:    

Print Name: Xxxxxxx X. Xxxxxxxxx

Title: Senior Vice President

Date: 2/17/2021 | 12:32 PM EST

The Trusts:

MFS Variable Insurance Trust

MFS Variable Insurance Trust II

By:    

Print Name: Xxxxxxxxxx, Xxxxx X.

Title: Assistant Secretary

Date: February 16, 2021

The Distributor:

MFS Fund Distributors, Inc.

By:    

Print Name: Xxxxxxx Xxxxxx

Title: President

Date: February 16, 2021

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