Exhibit 8(f)(1)

                         Scudder Investor Services, Inc.
                             Two International Place
                           Boston, Massachusetts 02110

                   PARTICIPATING CONTRACT AND POLICY AGREEMENT
                   -------------------------------------------

Ladies and Gentlemen:
         We (sometimes  hereinafter  referred to as "Investor Services") are the
Principal  Underwriter of shares of Scudder  Variable Life  Investment Fund (the
"Fund"),  a no-load,  open-end,  diversified  registered  management  investment
company  established in 1985 as a Massachusetts  business  trust.  The Fund is a
series fund consisting of the Balanced Portfolio, Bond Portfolio, Capital Growth
Portfolio,  Global Discovery Portfolio,  International  Portfolio,  Money Market
Portfolio,  and  Growth  and  Income  Portfolio  (individually  or  collectively
hereinafter  referred to as the "Portfolio" or the  "Portfolios").  In addition,
each Portfolio,  except the Money Market Portfolio,  is divided into two classes
of shares of beneficial interest ("Shares").  Additional  Portfolios and classes
may be created from time to time.  The Fund is the funding  vehicle for variable
annuity contracts and variable life insurance policies ("Participating Contracts
and  Policies")  to be offered to the  separate  accounts  (the  "Accounts")  of
certain life insurance companies ("Participating  Insurance Companies").  Owners
of  Participating  Contracts  and  Policies  will  designate  a portion of their
premium to be invested in insurance  company  separate  accounts or sub-accounts
which invest in, or represent an investment in,  directly or indirectly,  Shares
the Portfolios of the Fund. You are a registered  broker-dealer which intends to
offer and sell  Participating  Contracts and Policies.  In connection  with such
offer  and  sale you will be  obligated  to  deliver  the  prospectuses  of such
Participating  Contracts  and Policies  and,  contemporaneously  therewith,  the
prospectus of the Fund. Sales of Shares to Participating  Insurance Companies or
their affiliates or the separate  accounts of either shall be effected solely by
us as principal underwriter of the Fund, and not by you; provided, however, that
you shall be our agent in  connection  with the receipt of  purchase  orders for
Fund Shares and not in connection  with their offer and sale.  The  relationship
between us shall be further governed by the following terms and conditions:

          1.   To the extent,  if any, that your activities or the activities of
               the Participating Insurance Companies in connection with the sale
               of  Participating  Contracts and Policies may constitute the sale

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               of Shares,  you and we agree that (i) we are the sole  "principal
               underwriter" of the Fund and the sole "underwriter" of the Shares
               as those terms are defined in the Investment  Company Act of 1940
               (the "1940 Act") and the Securities Act of 1933 (the "1933 Act"),
               respectively,   and  (ii)  neither  you  nor  the   Participating
               Insurance  Companies  or  the  Accounts  shall  be  deemed  to be
               "principal  underwriters"  of the Fund or  "underwriters"  of the
               Fund  within  the  meaning  of the  1940  Act and the  1933  Act,
               respectively.

          2.   You hereby represent and warrant to us as follows:

               (a)  You are a corporation duly organized and validly existing in
                    good standing under the laws of the [STATE OF INCORPORATION]
                    and  have  full  power  and  authority  to enter  into  this
                    Agreement.

               (b)  This  Agreement  has  been  duly  authorized,  executed  and
                    delivered  by you  and is a  valid  and  binding  obligation
                    enforceable against you in accordance with its terms.

               (c)  Your  compliance  with the provisions of this Agreement will
                    not conflict with or result in a violation of the provisions
                    of your charter or by-laws,  or any statute or any judgment,
                    decree,   order,   rule  or   regulation  of  any  court  or
                    governmental agency or body having jurisdiction.

          3.   We hereby represent and warrant to you as follows:

               (a)  A  registration  statement  (File No.  2-96461) on Form N-1A
                    with respect to the Shares (x) has been prepared by the Fund
                    in conformity with the  requirements of the 1940 Act and the
                    1933 Act and all applicable  published  instructions,  rules
                    and  regulations  (the  "Rules  and   Regulations")  of  the
                    Securities and Exchange Commission (the  "Commission"),  (y)
                    has been filed  with the  Commission,  and (z) is  currently
                    effective.  The registration statement,  including financial
                    statements and exhibits, and the final prospectus, including
                    the statement of  additional  information,  as  subsequently
                    amended and supplemented,  are herein respectively  referred
                    to as the "Registration Statement" and the "Prospectus".

               (b)  The  Registration  Statement  and  the  Prospectus  and  any
                    amendment or supplement  thereto will contain all statements
                    required  to be  stated  therein  and  will  comply  in  all
                    material respects with the requirements of the 1940 Act, the
                    1933 Act and the Rules and Regulations, and the Registration
                    Statement and any post-effective  amendment thereto will not
                    contain or incorporate by reference any untrue  statement of
                    a material  fact or omit to state any material fact required
                    to be stated  therein or  necessary  to make the  statements
                    therein, in light of the circumstances under which they were
                    made, not  misleading,  and the Prospectus and any amendment
                    or  supplement  thereto will not contain or  incorporate  by
                    reference any untrue statement of a material fact or omit to
                    state a  material  fact  required  to be stated  therein  or
                    necessary in order to make the statements  therein, in light


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                    of  the  circumstances  under  which  they  were  made,  not
                    misleading.

               (c)  We are a corporation  duly organized and validly existing in
                    good  standing  under  the  laws  of  The   Commonwealth  of
                    Massachusetts  and have full  power and  authority  to enter
                    into this Agreement.

               (d)  This  Agreement  has  been  duly  authorized,  executed  and
                    delivered  by us  and  is a  valid  and  binding  obligation
                    enforceable against us in accordance with its terms.

               (e)  Our compliance  with all of the provisions of this Agreement
                    will not  conflict  with or  result  in a  violation  of the
                    provisions of our charter or by-laws,  or any statute or any
                    judgment,  decree, order, rule or regulation of any court or
                    governmental agency or body having jurisdiction over us.

          4.   You hereby covenant and agree with us as follows:

          (a)  You shall be an independent contractor and neither you nor any of
               your  directors,  partners,  officers or employees as such, is or
               shall be an  employee of us or of the Fund.  You are  responsible
               for your own conduct and the  employment,  control and conduct of
               your  agents  and  employees  and for  injury  to such  agents or
               employees or to others through your agents or employees.

          (b)  You or one or  more  Participating  Insurance  Companies  will be
               responsible for insuring  compliance with all applicable laws and
               regulations of any regulatory body having  jurisdiction  over you
               or Participating Contracts and Policies.

          (c)  No person is  authorized to make any  representations  concerning
               Shares except those contained in the Prospectus  relating thereto
               and in  such  printed  information  as  issued  by us for  use as
               information   supplemental   to  the   prospectus.   In  offering
               Participating  Contracts and Policies you shall,  with respect to
               the Fund  and the  Shares,  rely  solely  on the  representations
               contained   in  the   Prospectus   and  in  the   above-mentioned
               supplemental information.

          (d)  You are not entitled to any  compensation  whatsoever  from us or
               the Fund with respect to offers of  Participating  Contracts  and
               Policies.

          (e)  With  respect to  payments  to be made to us  pursuant  to a Rule
               12b-1  Plan for the  Fund,  you will not seek  reimbursement  for
               administrative  and recordkeeping  services under the Fund's Rule
               12b-1  Plan  that  have  been or will be paid  for by any fees or
               charges imposed on owners of Participating Contracts and Policies
               by a  Participating  Insurance  Company for such  services.  This
               limitation does not, however, apply to profits that you earn from
               fees and charges under  Participating  Contracts and Policies for
               your   nondistribution-related   costs  and  expenses,   such  as
               mortality and expense risk charges under Participating  Contracts
               and Policies,  which profits may be available for your use to pay
               distribution  and other expense  incurred by you.  Further,  this


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<PAGE>

               provision does not restrict you from  receiving  sales charges on
               purchases and  redemptions,  consistent with applicable law, made
               under or  redemption  proceeds from a  Participating  Contract or
               Policy at the same time that you are  seeking  reimbursement  for
               expenses under the Fund's Rule 12b-1 Plan.

          5.   We hereby covenant and agree with you as follows:

               (a)  If, at any time when a Prospectus  relating to the Shares is
                    required to be delivered under the 1940 Act, the 1933 Act or
                    the Rules and Regulations, we become aware of the occurrence
                    of any  event as a result of which  the  Prospectus  as then
                    amended or supplemented  would include any untrue  statement
                    of a  material  fact,  or omit  to  state  a  material  fact
                    necessary to make the  statements  therein,  in light of the
                    circumstances  under which made,  not  misleading,  or if we
                    become  aware  that it has become  necessary  at any time to
                    amend or supplement  the  Prospectus to comply with the 1940
                    Act,  the 1933 Act or the  Rules  and  Regulations,  we will
                    promptly notify you and promptly request the Fund to prepare
                    and  to  file  with  the  Commission  an  amendment  to  the
                    Registration Statement or supplement to the Prospectus which
                    will correct  such  statement or omission or an amendment or
                    supplement which will effect such compliance, and deliver to
                    you copies of any such amendment or supplement.

               (b)  We will  cooperate  with you in taking such action as may be
                    necessary  to qualify the Shares for offering and sale under
                    the securities or Blue Sky laws of any state or jurisdiction
                    as you may request and will continue such  qualification  in
                    effect  so  long  as  is  required  by  applicable   law  in
                    connection with the distribution of Shares.

               (c)  We shall  reimburse you,  subject to the minimum amounts set
                    forth in the attached  schedule,  for those distribution and
                    shareholder servicing-related expenses that are permitted to
                    be paid for by the Fund under the Fund's Rule 12b-1 Plan and
                    for which (i) you submit documentation,  as may be requested
                    by us or by the  Fund's  Board  of  Trustees,  and  (ii)  we
                    receive  payment for such  expenses  from the Fund under the
                    Fund's Rule 12b-1 Plan. We shall remit to you as promptly as
                    reasonably  practicable all payments received by us from the
                    Fund for remittance to you pursuant to the Fund's Rule 12b-1
                    Plan.

          6.   We reserve  the right in our  discretion,  with 30 days'  written
               notice,  to suspend  sales or  withdraw  the  offering  of Shares
               entirely,  as to any person or  generally,  except  that sales of
               Shares  may be  suspended  or the  offering  of Shares  withdrawn
               without  notice (i) if the  continued  offering or sale of Shares
               would  violate any  applicable  statute or  regulation,  order or
               decree  of any  court,  governmental  agency  or  self-regulatory
               organization  having  jurisdiction,   or  (ii)  if  in  the  sole
               discretion  of the Trustees of the Fund,  including a majority of
               those  Trustees who are not  "interested  persons" (as defined in
               the 1940  Act) of the  Fund or of its  investment  adviser,  such
               action is determined to be necessary in the best interests of the
               Shareholders of any Portfolio. We reserve the right to amend this
               Agreement   at  any  time,   and  you  agree  that  the  sale  of
               Participating  Contracts and  Policies,  after notice of any such
               amendment has been sent to you,  including a written  notice from


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               Investor  Services  stating  that the  amendment  is necessary to
               prevent the continued  offering or sale of Shares from  violating
               any  applicable  statute  or  regulation,  order or decree of any
               court, governmental agency or self-regulatory organization having
               jurisdiction,   shall  constitute  your  agreement  to  any  such
               amendment.

          7.   If we elect to  provide to you for the  purpose of your  offering
               Participating  Contracts  and Policies  copies of any  Prospectus
               relating  to the  Shares  and  printed  information  supplemental
               thereto,  we shall furnish you with such copies as you reasonably
               request upon the payment of reasonable charges therefor by you or
               one or more Participating Insurance Companies. If we elect not to
               provide  such  copies  of  such  documents,  you or  one or  more
               Participating  Insurance  Companies shall bear the entire cost of
               printing  copies for your use.  You shall not use such  copies of
               such  documents  printed  by you or  one  or  more  Participating
               Insurance Companies until you shall have furnished us with a copy
               thereof and we either have given you written  approval for use or
               twenty days shall have elapsed  following our receipt thereof and
               we have not objected thereto in writing.

         8.    (a)  You will indemnify and hold harmless  Investor  Services and
                    each of its directors and officers and each person,  if any,
                    who controls Investor Services within the meaning of Section
                    15 of the 1933 Act,  against any loss,  liability,  damages,
                    claim  or  expense   (including  the   reasonable   cost  of
                    investigating  or  defending  any alleged  loss,  liability,
                    damages,  claim  or  expense  and  reasonable  counsel  fees
                    incurred in connection therewith),  arising by reason of any
                    person's  acquiring any Shares,  which may be based upon the
                    1933 Act or any other  statute or common law,  and which (i)
                    may be  based  upon  any  wrongful  act by you,  any of your
                    employees or representatives, any affiliate of or any person
                    acting  on  behalf  of you,  or (ii) may be  based  upon any
                    untrue  statement or alleged untrue  statement of a material
                    fact  contained in a  registration  statement or  prospectus
                    covering  Shares  or any  amendment  thereof  or  supplement
                    thereto or the omission or alleged omission to state therein
                    a material fact  required to be stated  therein or necessary
                    to make the  statements  therein  not  misleading  if such a
                    statement or omission was made in reliance upon  information
                    furnished to us or the Fund by you, or (iii) may be based on
                    any  untrue  statement  or  alleged  untrue  statement  of a
                    material  fact  contained  in a  registration  statement  or
                    prospectus  covering  insurance products sold by you, or any
                    amendments or supplement thereto, or the omission or alleged
                    omission  to state  therein a material  fact  required to be
                    stated  therein  or  necessary  to  make  the  statement  or
                    statements therein not misleading,  unless such statement or
                    omission was made in reliance upon information  furnished to
                    you or a Participating  Insurance Company by or on behalf of
                    Investor Services or the Fund; provided, however, that in no
                    case (i) is the  indemnity  by you in  favor  of any  person
                    indemnified to be deemed to protect Investor Services or any
                    such person against any liability to which Investor Services
                    or any such person  would  otherwise be subject by reason of
                    willful  misfeasance,  bad faith or gross  negligence in the
                    performance  of its or his duties or by reason of its or his
                    reckless  disregard of its obligations and duties under this
                    Agreement, or (ii) are you to be liable under your indemnity
                    agreement  contained in this  paragraph  with respect to any


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<PAGE>

                    claim  made   against   Investor   Services  or  any  person
                    indemnified  unless Investor Services or such person, as the
                    case may be,  shall have  notified  you in writing  within a
                    reasonable  time  after the  summons  or other  first  legal
                    process giving  information of the nature of the claim shall
                    have been served upon Investor  Services or upon such person
                    (or  after  Investor  Services  or such  person  shall  have
                    received  notice of such service on any  designated  agent),
                    but  failure  to  notify  you of any such  claim  shall  not
                    relieve  you  from  any  liability  which  you  may  have to
                    Investor  Services or any person against whom such action is
                    brought   otherwise   than  on  account  of  your  indemnity
                    agreement contained in this paragraph. You shall be entitled
                    to participate,  at your own expense, in the defense, or, if
                    you so elect,  to assume the defense of any suit  brought to
                    enforce any such liability,  but, if you elect to assume the
                    defense,  such defense shall be conducted by counsel  chosen
                    by you and  satisfactory  to  Investor  Services,  or to its
                    officers  or  directors,  or to any  controlling  person  or
                    persons,  defendant or  defendants in the suit. In the event
                    that you assume the defense of any such suit and retain such
                    counsel,  Investor Services or such officers or directors or
                    controlling  person or persons,  defendant or  defendants in
                    the suit, shall bear the fees and expenses of any additional
                    counsel  retained by them,  but, in case you do not elect to
                    assume the  defense or any such  suit,  you shall  reimburse
                    Investor   Services   and  such   officers,   directors   or
                    controlling  person or persons,  defendant of  defendants in
                    such  suit,  for the  reasonable  fees and  expenses  of any
                    counsel  retained  by them.  You  agree  promptly  to notify
                    Investor  Services of the  commencement of any litigation or
                    proceedings  against it in connection with the offer,  issue
                    and sale of any shares.

               (b)  Investor  Services will  indemnify and hold harmless you and
                    each of your directors and officers and each person, if any,
                    who  controls  you within  the  meaning of Section 15 of the
                    1933 Act,  against any loss,  liability,  damages,  claim or
                    expense  (including the reasonable cost of  investigating or
                    defending any alleged  loss,  liability,  damages,  claim or
                    expense and  reasonable  counsel fees incurred in connection
                    therewith),  arising by reason of any person's acquiring any
                    Shares,  which  may be based  upon the 1933 Act or any other
                    statute or common  law,  and which (i) may be based upon any
                    wrongful act by Investor  Services,  any of its employees or
                    representatives,  or  (ii)  may be  based  upon  any  untrue
                    statement or alleged  untrue  statement  of a material  fact
                    contained in a registration statement or prospectus covering
                    Shares or any amendment thereof or supplement thereto or the
                    omission  or alleged  omission  to state  therein a material
                    fact required to be stated  therein or necessary to make the
                    statements  therein not misleading  unless such statement or
                    omission was made in reliance upon information  furnished to
                    Investor  Services  or the Fund by you or (iii) may be based
                    on any untrue  statement  or alleged  untrue  statement of a
                    material  fact  contained  in a  registration  statement  or
                    prospectus  covering  insurance products sold by you, or any
                    amendment or supplement  thereto, or the omission or alleged
                    omission  to state  therein a material  fact  required to be
                    stated  therein  or  necessary  to  make  the  statement  or
                    statements  therein not  misleading,  if such  statement  or
                    omission was made in reliance upon information  furnished to
                    you by or on  behalf  of  Investor  Services  or  the  Fund;


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                    provided,  however,  that in no case (i) is the indemnity by
                    Investor  Services in favor of any person  indemnified to be
                    deemed  to  protect  you  or any  such  person  against  any
                    liability to which you or any such person would otherwise be
                    subject by reason of willful misfeasance, bad faith or gross
                    negligence  in the  performance  of  your or his  duties  by
                    reason  of your  or his  reckless  disregard  of your or his
                    obligations  and  duties  under this  Agreement,  or (ii) is
                    Investor Services to be liable under its indemnity agreement
                    contained in this  paragraph  with respect to any claim made
                    against  you or any  person  indemnified  unless you or such
                    person,  as the case may be,  shall have  notified  Investor
                    Services  in  writing  within a  reasonable  time  after the
                    summons or other first legal process  giving  information of
                    the nature of the claim  shall have been  served upon you or
                    upon such  person  (or after you or such  person  shall have
                    received  notice of such service on any  designated  agent),
                    but  failure to notify  Investor  Services of any such claim
                    shall not relieve  Investor  Services  from any liability to
                    which  Investor  Services  may  have  to you  or any  person
                    against  whom  such  action  is  brought  otherwise  than on
                    account  of  its  indemnity   agreement  contained  in  this
                    paragraph.   Investor   Services   shall  be   entitled   to
                    participate,  at its own expense, in the defense,  or, if it
                    so  elects,  to assume the  defense  of any suit  brought to
                    enforce any such liability,  but, if it elects to assume the
                    defense,  such defense shall be conducted by counsel  chosen
                    by Investor  Services  and  satisfactory  to you, or to your
                    officers  or  directors,  or to any  controlling  person  or
                    persons,  defendant or  defendants in the suit. In the event
                    that Investor  Services assumes the defense of any such suit
                    and retains such counsel,  you or such officers or directors
                    or controlling person or persons, defendant or defendants in
                    the suit, shall bear the fees and expenses of any additional
                    counsel retained by you, but, in case Investor Services does
                    not elect to assume the  defense of any such suit,  Investor
                    Services shall reimburse you and such officers, directors or
                    controlling  person or persons,  defendant or  defendants in
                    such  suit,  for the  reasonable  fees and  expenses  of any
                    counsel retained by you.  Investor  Services agrees promptly
                    to  notify  you of the  commencement  of any  litigation  or
                    proceedings  against it in connection with the offer,  issue
                    and sale of any Shares.

          9.   The  indemnities,  representations,   warranties,  covenants  and
               agreements  of each party to this  Agreement as set forth in this
               Agreement will remain in full force and effect  regardless of any
               investigation  made by or on behalf of either of such  parties or
               any of their  respective  officers,  directors,  partners  or any
               controlling  person, and will survive delivery of and payment for
               the Shares.

          10.  Any  provision  of this  Agreement  which  may be  determined  by
               competent  authority to be  prohibited  or  unenforceable  in any
               jurisdiction  shall, as to such  jurisdiction,  be ineffective to
               the  extent  of  such  prohibition  or  unenforceability  without
               invalidating  the  remaining  provisions  hereof,  and  any  such
               prohibition or  unenforceability  in any  jurisdiction  shall not
               invalidate or render  unenforceable  such  provision in any other
               jurisdiction.  To the extent  permitted by  applicable  law, each
               party  hereto  waives  any  provision  of law which  renders  any
               provision hereof prohibited or unenforceable in any respect.

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          11.  This Agreement constitutes the entire agreement among the parties
               concerning the subject matter hereof,  and supersedes any and all
               prior understandings.

          12.  This Agreement shall automatically  terminate in the event of its
               assignment.  This  Agreement  may be  terminated  at any  time by
               either party by 30 days' written notice given to the other party,
               except that the Agreement may be terminated by Investor  Services
               without  notice (i) if the  continued  offering or sale of Shares
               would  violate any  applicable  statute or  regulation,  order or
               decree  of any  court,  governmental  agency  or  self-regulatory
               organization  having  jurisdiction,   or  (ii)  if  in  the  sole
               discretion  of the Trustees of the Fund,  including a majority of
               those  Trustees who are not  "interested  persons" (as defined in
               the 1940  Act) of the  Fund or of its  investment  adviser,  such
               action is determined to be necessary in the best interests of the
               Shareholders  of any  Portfolio.  The obligation of each party to
               indemnify  the other party  pursuant to  paragraph 8 hereof shall
               apply  with  respect  to any  Shares  sold  before or after  such
               termination.   To  the  extent  we  receive  payments  under  any
               provision of this Agreement pursuant to a Rule 12b-1 Plan for the
               Fund,  both you and we understand  and agree that this  Agreement
               will  be  subject  to  the  applicable  approval,  reporting  and
               termination requirements as set forth in Rule 12b-1.

          13.  Any notice hereunder shall be duly given if mailed or telegraphed
               to the other party hereto at the address  specified  below.  This
               Agreement  shall be governed by and construed in accordance  with
               the laws of The Commonwealth of Massachusetts.

          14.  This  Agreement  may be  executed  in any number of  counterparts
               which,   taken  together  shall   constitute  one  and  the  same
               instrument. This Agreement shall become effective upon receipt by
               us of your acceptance hereof.

          15.  This Agreement may not be modified or amended except by a written
               instrument duly executed by the parties hereto.


                                                 SCUDDER INVESTOR SERVICES, INC.



                                                By:
                                                   ____________________________
                                                   David S. Lee
                                                   President

                                                Two International Place
                                                Boston, Massachusetts  02110


                                                The undersigned  hereby  accepts
                                                the offer set forth in the above
                                                letter.

                                                [REGISTERED BROKER-DEALER]

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Dated:_______                                       By:________________________
                                                      Authorized Representative


                                                    Address:



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