Exhibit (1)(P) UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF GE LIFE AND ANNUITY ASSURANCE COMPANY The undersigned, being all of the members of the Board of Directors of GE Life and Annuity Assurance Company of Virginia, a Virginia corporation, in lieu of a meeting held for the purpose and pursuant to the provisions of Section 13.1-685 of the Code of Virginia do hereby approve the following resolutions: WHEREAS, The Board of Directors of the Company, pursuant to the Provisions of Section 38.2-3113 of the Code of Virginia, adopted resolutions establishing Life of Virginia Separate Account III ("Separate Account III") on February 10, 1987; and WHEREAS, The Board of Directors adopted resolutions changing the name of the company to GE Life and Annuity Assurance Company and the name of the separate account to GE Life & Annuity Separate Account III on January 1, 1999; and WHEREAS, The Company wishes to establish 41 additional subaccounts/investment subdivisions of Separate Account III which will invest in shares of AIM V.I. Capital Appreciation Fund, AIM V.I. Growth Fund, and AIM V.I. Value Fund of AIM Variable Insurance Funds; Growth and Income Portfolio, Premier Growth Portfolio and Quasar Portfolio of Alliance Variable Products Series Fund, Inc.; Dreyfus Investment Portfolios-Emerging Markets Portfolio and The Dreyfus Socially Responsible Growth Fund, Inc. of The Dreyfus Corporation; Federated High Income Bond Fund II and Federated International Small Company Fund II of the Federated Insurance Series; Equity Income Portfolio and Growth Portfolio of Fidelity Variable Insurance Products Fund; Contrafund Portfolio of Fidelity Variable Insurance Products Fund II; Growth & Income Portfolio and Mid Cap Portfolio of Fidelity Variable Insurance Products Fund III; Mid-Cap Value Equity Fund, Money Market Fund, Premier Growth Equity Fund, S&P 500 Index Fund, Small-Cap Value Equity Fund, U.S. Equity Fund, and Value Equity Fund of GE Investments Funds, Inc.; Aggressive Growth Portfolio, Balanced Portfolio, Capital Appreciation Portfolio, Global Sciences Portfolio, Global Technology Portfolio, Growth Portfolio, International Growth Portfolio, and Worldwide Growth Portfolio of Janus Aspen Series; MFS Growth Series, MFS Growth With Income Series, MFS New Discovery Series and MFS Utilities Series of the Massachusetts Financial Services Company Variable Insurance Trust; Oppenheimer Global Securities Fund/VA and Oppenheimer Main Street Growth & Income Fund/VA of Oppenheimer Variable Account Funds; Foreign Bond Portfolio, High Yield Bond Portfolio, Long-Term U.S. Government Bond Portfolio and Total Return Bond Portfolio of PIMCO Variable Insurance Trust; and Rydex OTC Fund of Rydex Variable Trust. NOW, THEREFORE, BE IT RESOLVED, That the Executive Committee of the Board of Directors of the Company does hereby establish and create 41 additional subaccounts/investment subdivision of the aforementioned separate account. The new subdivisions/investment subdivisions shall invest in shares of a single mutual fund portfolio as set forth below: ------------------------------------------------------------------------------------------------------------ INVESTMENT SUBDIVISIONS: TO BE INVESTED IN: ------------------------------------------------------------------------------------------------------------ AIM Variable Insurance Funds. AIM Capital Appreciation -B AIM V.I. Capital Appreciation Fund AIM Growth -B AIM V.I. Growth Fund AIM Value -B AIM V.I. Value Fund Alliance Variable Products Series Fund AVP Growth and Income -B Growth and Income Portfolio AVP Premier Growth -B Premier Growth Portfolio AVP Quasar -B Quasar Portfolio Dreyfus DRF Emerging Markets -B Dreyfus Investment - Emerging Markets Portfolio DRF Socially Responsible Growth -B The Dreyfus Socially Responsible Growth Fund, Inc. Federated Insurance Series FED High Income Bond -B Federated High Income Bond Fund II FED International Small Company-B Federated International Small Company Fund II Fidelity Variable Insurance Products Fund FID Equity Income -B Equity Income Portfolio FID Growth -B Growth Portfolio Fidelity Variable Insurance Products Fund II FID Contrafund -B Contrafund Portfolio Fidelity Variable Insurance Products Fund III FID Growth & Income -B Growth & Income Portfolio FID Mid Cap -B Mid Cap Portfolio GE Asset Management GEI Mid-Cap Value Equity -B Mid-Cap Value Equity Fund GEI Money Market -B Money Market Fund GEI Premier Growth Equity -B Premier Growth Equity Fund GEI S&P 500 Index -B S&P 500 Index Fund GEI Small-Cap Value Equity -B Small-Cap Value Equity Fund GEI U.S. Equity -B U.S. Equity Fund GEI Value Equity -B Value Equity Fund Janus Aspen Series JAN Aggressive Growth -B Aggressive Growth Portfolio JAN Balanced -B Balanced Portfolio JAN Capital Appreciation -B Capital Appreciation Portfolio JAN Global Life Sciences -B Global Life Sciences Portfolio JAN Global Technology -B Global Technology Portfolio JAN Growth -B Growth Portfolio JAN International Growth -B International Growth Portfolio JAN Worldwide Growth -B Worldwide Growth Portfolio MFS Variable Insurance Trust MFS Growth -B MFS Growth Series MFS Growth With Income-B MFS Growth With Income Series MFS New Discovery-B MFS New Discovery Series MFS Utilities Series-B MFS Utilities Series Oppenheimer Variable Account Funds OPP Global Securities/VA -B Oppenheimer Global Securities Fund/VA OPP Main Street Growth & Income/VA -B Oppenheimer Main Street Growth & Income Fund/VA PIMCO Variable Insurance Trust PIM Foreign Bond -B Foreign Bond Portfolio PIM High Yield Bond -B High Yield Bond Portfolio PIM Long-Term U.S. Government Bond -B Long-Term U.S. Government Bond Portfolio PIM Total Return Bond -B Total Return Bond Portfolio Rydex Variable Trust RYD OTC -B Rydex OTC Fund ------------------------------------------------------------------------------------------------------------ NOW, THEREFORE, BE IT RESOLVED, That the Board of Directors of the Company does hereby establish and create additional investment subdivisions of the aforementioned separate account. The new investment subdivisions shall invest in shares of a single mutual fund portfolio as set forth below: FURTHER RESOLVED, That the President, or any Senior Vice President, and each of them, with full power to act without the others, are hereby severally authorized to execute whatever agreement or agreements may be necessary or appropriate to enable such investments to be made, and the Board of Directors hereby ratifies any such officer in executing any such agreement prior to the date of these resolutions; and FURTHER RESOLVED, That the President or any Senior Vice President, and each of them, with full power to act without the others, are hereby severally authorized to execute and deliver such other documents and do such acts and things as each or any of them may deem necessary or desirable to carry out the foregoing resolutions and the intent and purposes thereof. FURTHER RESOLVED, That these resolutions shall take effect as of May 12, 2000.