AMENDMENT NO. 1 to the AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

                               AMENDMENT NO. 1
                                    to the
                             AMENDED AND RESTATED
                        INVESTMENT ADVISORY AGREEMENT


      AMENDMENT No. 1, made the 10th day of April 2007, to the Amended and
Restated Investment Advisory Agreement, dated January 1, 2005 (the
"Agreement"), by and between Xxxxxxxxxxx Variable Account Funds (the "Trust")
and OppenheimerFunds, Inc. ("OFI"), with respect to the Xxxxxxxxxxx Core Bond
Fund/VA (the "Fund").

      WHEREAS, the Trust is an open-end, diversified management investment
company registered as such with the Securities and Exchange Commission  (the
"Commission") pursuant to the Investment Company Act of 1940, and OFI is an
investment adviser registered as such with the Commission under the
Investment Advisers Act of 1940;

      WHEREAS, the Fund is a series of the Trust having a separate portfolio,
investment policies and investment restrictions;

      WHEREAS,  the Trust, on behalf of the Fund, and OFI have agreed to
amend the management fee schedule in Section 5 ("Compensation of OFI") of the
Agreement.

      NOW, THEREFORE, effective May 1, 2007, Section 5 ("Compensation of
OFI") of the Agreement is deleted and replaced in its entirety by the
following:

            5.    Compensation of OFI.

            The  Trust,  on  behalf  of the  Fund,  agrees  to pay OFI and OFI
            agrees to accept as full  compensation  for the performance of all
            functions  and duties on its part to be performed  pursuant to the
            provisions  hereof,  a fee  computed  on the  aggregate  net asset
            value  of the  Fund  as of the  close  of  each  business  day and
            payable monthly at the following  annual rate:  0.60% of the first
            $1 billion of net assets, and 0.50% of net assets over $1 billion.



                                    Xxxxxxxxxxx Variable Account Funds
                                    for Xxxxxxxxxxx Core Bond Fund/VA

                              By:   /s/ Xxxxxx X. Xxxx
                                    Xxxxxx X. Xxxx
                                    Secretary



                                    OppenheimerFunds, Inc.

                              By:   /s/ Xxxx X. Xxxxxx
                                    Xxxx X. Xxxxxx
                                    Chairman & Chief Executive Officer