EXHIBIT (8)(b)(i)
FIFTH AMENDMENT TO AGREEMENT
BETWEEN
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS,
OPPENHEIMERFUNDS, INC.
AND
GE LIFE AND ANNUITY ASSURANCE COMPANY
The Agreement made and entered into as of May 27, 1987 by and among
Xxxxxxxxxxx Variable Account Funds (the "Fund"), OppenheimerFunds, Inc.
("OFI"), then named Xxxxxxxxxxx Management Corporation, and GE Life And Annuity
Assurance Company ("GE"), then named The Life Insurance Company of Virginia,
previously amended as of June 6, 1988, January 1, 1995, July 22, 1996 and
January 1, 1999 (the "Agreement"), is hereby further amended as follows,
effective May 1, 2000.
WHEREAS, the Fund has created a separate class of shares ("Service shares")
for each of its series and has entered into a distribution and service plan and
agreement (the "Plan") for each series of such Service shares with
OppenheimerFunds Distributor, Inc. ("OFDI").
Now, therefore, the Agreement is hereby amended as follows:
1. The third and fourth paragraphs of the agreement are hereby amended as
follows:
WHEREAS, the Fund represents and warrants that its shares, which currently
are issued with respect to ten (10) separate series, are offered only for
purchase to certain insurance companies and their separate accounts, qualified
pension and retirement plans or such other persons as are permitted under
applicable provisions of the Internal Revenue Code of 1986, as amended, and
regulations permitted thereunder (collectively, "participating insurance
companies");
WHEREAS, The Fund and OFI represent and warrant that shares of the Fund shall
be sold only to participating insurance companies and/or for policies or
accounts sponsored by participating insurance companies;
2. Section 6 of the Agreement is hereby amended as follows:
6. GE shall pay for the reasonable costs of printing and mailing all
shareholder reports, notices, proxy materials (or similar materials such as
voting instruction solicitation materials) of the Fund that are required by
the federal securities laws to be sent to owners of policies issued by GE
for which the Fund is serving or is to serve as an investment vehicle. GE
shall also pay the reasonable costs of printing and distributing the Fund's
prospectuses and statements of additional information to owners of policies
for which Service shares of the Fund is serving or is to serve as an
investment vehicle. So long as the Plan adopted by the Fund for the Service
shares or a series remains in effect, the Fund on behalf of that series
would pay OFDI and OFDI may pay either to GE or to any entity providing
services to contract owners holding Service shares under policies issued by
GE, for services rendered with respect to the Service shares in accordance
with the terms and conditions of the Plan and at the annual rate authorized
by the Fund's Board of Trustees. GE shall also pay the reasonable costs of
printing and distributing the Fund's prospectuses and statements of
additional information to owners of and applicants and prospective
investors applying for policies for which the Fund is serving or is to
serve as an investment vehicle.
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3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, the Fund, OFI and GE have caused this amendment to be
duly executed as of the date indicated above.
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By: _________________________________
(Title)
OPPENHEIMERFUNDS, INC.
By: _________________________________
(Title)
G E LIFE AND ANNUITY ASSURANCE
COMPANY
By: _________________________________
(Title)
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