Exhibit 6(a)(1)

                      SCUDDER VARIABLE LIFE INVESTMENT FUND
                             Two International Place
                           Boston, Massachusetts 02110


                                                                 October 5, 1995


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

           Underwriting Agreement for Class B Shares
           -----------------------------------------

Dear Sirs:

     Scudder  Variable Life  Investment  Fund (the "Fund") has been formed under
the laws of the  Commonwealth of  Massachusetts  to engage in the business of an
investment company. The shares of beneficial interest of the Fund ("Shares") are
currently divided into certain  portfolios  ("Portfolios"),  each of which (with
the  exception  of the Money  Market  Portfolio)  is divided into two classes of
shares,  Class A and  Class B  shares.  However,  additional  Portfolios  and/or
classes  of  shares  may be  established  from  time to time  by  action  of the
Trustees.  If the context  requires and unless otherwise  specifically  provided
herein, the term "Fund" as used in this Agreement shall mean, in addition,  each
separate Portfolio now existing and subsequently  created. The Fund has selected
you to act as principal  underwriter as such term is defined in Section 2(a)(29)
of the  Investment  Company Act of 1940,  as amended  (the  "Investment  Company
Act"),  of the  Class B Shares  of the Fund and you are  willing  to act as such
principal  underwriter and to perform the duties and functions of underwriter in
the manner and on the terms and conditions  hereinafter set forth.  Accordingly,
the Fund hereby agrees with you as follows:

     1.  Delivery of Fund  Documents.  The Fund has  furnished  you with copies,
properly certified or authenticated, of each of the following:

        (a) Declaration of Trust of the Fund dated March 15, 1985, as amended to
        date, (the "Declaration of Trust"), including a

        (b) Written  Instrument to Establish and  Designate  Separate  Series of
        Shares, as amended or supplemented from time to time.

        (c) Written Instrument  Establishing and Designating Separate Classes of
        Shares, as amended or supplemented from time to time.

        (d) By-laws of the Fund.

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        (e)  Resolutions  of the Trustees of the Fund selecting you as principal
        underwriter and approving this form of Agreement.

     The Fund will furnish you from time to time with copies, properly certified
or authenticated, of all amendments of or supplements to the foregoing, if any.

     The Fund will furnish you promptly with properly certified or authenticated
copies  of any  registration  statements  filed  by it with the  Securities  and
Exchange  Commission  under the Securities Act of 1933, as amended  ("Securities
Act"), or the Investment Company Act, together with any financial statements and
exhibits included therein,  and all amendments or supplements  thereto hereafter
filed.

     2.  Registration of Additional  Class B Shares.  The Fund will from time to
time use its best  efforts to  register  under the  Securities  Act such Class B
Shares as you may  reasonably be expected to sell on behalf of the Fund. You and
the Fund will  cooperate in taking such action as may be necessary  from time to
time to qualify Class B Shares so registered  for sale by you or the Fund in any
jurisdictions  mutually  agreeable  to you and the Fund,  and to  maintain  such
qualifications.  This Agreement  relates to the issue and sale of Class B Shares
that are duly  authorized  and  registered  and  available for sale by the Fund,
including  redeemed or repurchased Class B Shares if and to the extent that they
may be legally sold and if, but only if, the Fund sees fit to sell them.

     3.  Sale of  Class B  Shares.  The  Fund  has been  formed  to  provide  an
investment  vehicle  for  the  separate  accounts  of life  insurance  companies
offering  variable  life  insurance  policies  and variable  annuity  contracts.
Consequently, when used herein the terms "investor", "public", and similar terms
include such insurance  companies and their separate  accounts.  No person other
than you is authorized to act as principal  underwriter (as such term is defined
in the  Investment  Company Act) for the Class B Shares of the Fund.  Subject to
the  provisions  of  paragraph  5 and 7 hereof  and to such  minimum  or maximum
purchase or other  requirements as may from time to time be currently  indicated
in the Fund's registration statement or prospectus,  you are authorized to sell,
as agent  on  behalf  of the  Fund,  Class B Shares  authorized  for  issue  and
registered  under the  Securities  Act. You may also purchase as principal  such
Class B Shares  for  resale to the  public.  Such  sales  will be made by you on
behalf of the Fund by accepting  unconditional  orders to purchase  such Class B
Shares placed with you by investors and such  purchases will be made by you only
after  acceptance  by you of such orders.  The sales price to the public of such
Class B Shares  shall be the public  offering  price as defined in  paragraph  6
hereof.

     4.  Solicitation  of Orders.  You will use your best  efforts  (but only in
jurisdictions  in  which  you  may  lawfully  do so) to  obtain  from  investors
unconditional  orders  for Class B Shares  authorized  for issue by the Fund and
registered  under the Securities  Act,  provided that you may in your discretion
refuse to accept orders for Class B Shares from any particular investor.

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     5. Sale of Class B Shares by the Fund. Unless you are otherwise notified by
the Fund,  any right  granted  to you to accept  orders for Class B Shares or to
make sales on behalf of the Fund or to  purchase  Class B Shares for resale will
not  apply  to  Class  B  Shares  issued  in  connection   with  the  merger  or
consolidation of any other investment  company with the Fund or its acquisition,
by  purchase  or  otherwise,  of all or  substantially  all of the assets of any
investment  company  or  substantially  all the  outstanding  shares of any such
company  and such right shall not apply to Class B Shares that may be offered by
the Fund to  shareholders  by virtue of their being holders of Class B Shares of
the Fund,  including  Class B Shares to be  purchased  through  reinvestment  of
income dividends and capital gains distributions.

     6. Public Offering Price.  All Class B Shares offered and sold to investors
by you will be offered and sold at the public  offering  price for that class of
shares.  The public  offering price for all accepted  subscriptions  for Class B
Shares will be the net asset value per Class B Share,  as determined by the Fund
in accordance  with the  Declaration of Trust,  as now in effect or as it may be
amended, next after the order is accepted by you.

     7.  Suspension  of Sales.  If and whenever the  determination  of net asset
value is suspended and until such  suspension is  terminated,  no further orders
for Class B Shares shall be accepted by you except  unconditional  orders placed
with you before you had  knowledge  of the  suspension.  In  addition,  the Fund
reserves  the right to suspend  sales and your  authority  to accept  orders for
Class B Shares on behalf of the Fund if, in the  judgment of the Fund,  it is in
the best  interests of the Fund to do so, such  suspension  to continue for such
period as may be  determined by the Fund;  and in that event,  no Class B Shares
will be sold by you on behalf  of the Fund  while  such  suspension  remains  in
effect  except  for  Class B  Shares  necessary  to cover  unconditional  orders
accepted by you before you had knowledge of the suspension.

     8.  Suspension,  Termination or Limitation of Portfolios.  You  acknowledge
that the Fund may,  at any time such  action is  deemed  desirable,  suspend  or
terminate  sales of Class B Shares of a Portfolio  and that upon your receipt of
notice of such action by the Fund you will, for such period as determined by the
Fund,  accept no  further  orders  for Class B Shares of that  Portfolio  except
unconditional  orders  placed with you before you had  knowledge of such action.
You acknowledge  further that the Fund may from time to time set upper and lower
limits on the number of Class B Shares of a Portfolio  for which a purchaser may
subscribe and may limit sales of Class B Shares of a Portfolio to their existing
shareholders.

     9. Portfolio Transactions. Securities may be bought or sold for the Fund by
or through you and you may  participate  directly  or  indirectly  in  brokerage
commissions  or "spread" in respect of  transactions  in securities of the Fund;
provided,  however,  that all sums of money  received by you as a result of such
purchases  and  sales  or  as  a  result  of  such  participation   must,  after
reimbursement of your actual expenses in connection with such activity,  be paid
over by you to or for the benefit of the Fund.

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     10. Expenses.

         (a)  The  Fund  shall  pay or arrange  for the  payment of all fees and
              expenses:

              (1) in connection with the preparation, setting in type and filing
              of any registration  statement and prospectus under the Securities
              Act and/or the  Investment  Company  Act,  and any  amendments  or
              supplements thereto that may be made from time to time;

              (2) in connection with the registration and qualification of Class
              B Shares for sale in the various  jurisdictions  in which the Fund
              shall  determine  it  advisable to qualify such Class B Shares for
              sale (including  registering the Fund as a broker or dealer or any
              officer of the Fund or other  person as agent or  salesman  of the
              Fund in any state);

              (3) of  preparing,  setting  in type,  printing  and  mailing  any
              notice, proxy statement, report, prospectus or other communication
              to Class B shareholders of the Fund in their capacity as such;

              (4)  of   preparing,   setting  in  type,   printing  and  mailing
              prospectuses annually to existing Class B shareholders;

              (5) in  connection  with the issue and  transfer of Class B Shares
              resulting from the acceptance by you of orders to purchase Class B
              Shares  placed with you by  investors,  including  the expenses of
              printing and mailing confirmations of such purchase orders and the
              expenses of printing  and mailing a prospectus  included  with the
              confirmation of such orders;

              (6) of any issue taxes or any initial transfer taxes;

              (7) of that portion of WATS (or equivalent)  telephone lines other
              than the portion allocated to you in this paragraph 10;

              (8) of wiring  funds in payment of Class B Share  purchases  or in
              satisfaction  of redemption or  repurchase  requests,  unless such
              expenses are paid for by the investor or shareholder who initiates
              the transaction;

              (9) of  that  portion  of the  cost  of  printing  business  reply
              envelopes  allocated  to the Fund on the basis of use by  existing
              shareholders   to  place   redemption   requests   or  to  request
              information;

              (10) of postage for all business reply envelopes;

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<PAGE>

              (11) of that portion of one or more CRT terminals  connected  with
              the computer facilities of the transfer agent and used by the Fund
              to gain access to its shareholder records,  allocated on the basis
              of such use;

              (12)  permitted  to be paid or assumed by the Fund  pursuant  to a
              plan ("12b-1  Plan")  adopted by the Fund in  conformity  with the
              requirements of Rule 12b-1 under the Investment Company Act ("Rule
              12b-1") or any successor rule, notwithstanding any other provision
              to the contrary herein; and

              (13) not specifically allocated to you hereunder.

          (b) You shall pay or arrange for the payment of all fees and expenses,
          subject to the Fund  reimbursing you for such fees and expenses as may
          be permitted by the Fund pursuant to the Rule 12b-1 Plan in effect for
          the Class B Shares:

               (1) of printing  and  distributing  any  prospectuses  or reports
               prepared for your use in connection  with the offering of Class B
               Shares to the public;

               (2) of preparing, setting in type, printing and mailing any other
               literature used by you in connection with the offering of Class B
               Shares to the public;

               (3) of  advertising  in  connection  with the offering of Class B
               Shares to the public;

               (4) incurred in connection with your  registration as a broker or
               dealer or the  registration  or  qualification  of your officers,
               directors,  agents or  representatives  under  Federal  and state
               laws;

               (5) of that  portion  of WATS (or  equivalent)  telephone  lines,
               allocated  to you on the  basis  of  use by  investors  (but  not
               shareholders)  who request  information  about or prospectuses of
               the Fund;

               (6)  of  that  portion  of  printing  business  reply  envelopes,
               allocated  to  you  on  the  basis  of  use  by   investors   and
               shareholders to purchase Class B Shares; and

               (7) of any activity which is primarily  intended to result in the
               sale of Class B shares issued by the Fund.

     Expenses  which  are to be  allocated  between  you and the  Fund  shall be
allocated  pursuant to reasonable  procedures or formulae  mutually agreed upon,
which procedures or formulae shall to the extent practicable  reflect studies of
relevant empirical data.

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<PAGE>

     11.  Selected  Dealers.  In  connection  with the offering of shares to the
separate accounts of life insurance  companies,  or to the extent that the offer
of variable life insurance  policies and variable annuity contracts the premiums
for which are allocated to such separate accounts which invest in Class B Shares
may be  deemed  to  include  an offer  of Class B  Shares,  you may  enter  into
agreements with other  broker-dealers  registered under the Securities  Exchange
Act of 1934, as amended,  provided that any such  agreement  shall be subject to
the approval of the Trustees of the Fund.

     12.  Conformity with Law. You agree that in selling Class B Shares you will
duly  conform  in all  respects  with  the  laws of the  United  States  and any
jurisdiction  in  which  such  Class B  Shares  may be  offered  for sale by you
pursuant to this  Agreement  and to the rules and  regulations  of the  National
Association of Securities Dealers, Inc., of which you are a member.

     13.  Independent  Contractor.  You shall be an  independent  contractor and
neither you nor any of your  officers or employees is or shall be an employee of
the Fund in the performance of your duties  hereunder.  You shall be 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. You assume full responsibility for your agents or employees
under applicable statutes and agree to pay all employee taxes thereunder.

     14. Services Not Exclusive.  Except to the extent necessary to perform your
obligations hereunder,  nothing herein shall be deemed to limit or restrict your
right or that of any of your  affiliates  or  employees,  including  any of your
employees who may also be a Trustee,  officer or employee of the Fund, to engage
in any other  business or to devote time and  attention to the  distribution  or
other related aspects of any other  registered  investment  company or to render
services of any kind to any other corporation, firm, individual or association.

     15. Indemnification.  You agree to indemnify and hold harmless the Fund and
each of its Trustees and officers and each person, if any, who controls the Fund
within  the  meaning of Section 15 of the  Securities  Act  against  any and all
losses,  claims,  damages,  liabilities or litigation (including legal and other
expenses) to which the Fund or such Trustees, officers or controlling person may
become  subject  under  such  Act,  under any other  statute,  at common  law or
otherwise,  arising out of the acquisition of any Shares by any person which (i)
may be  based  upon  any  wrongful  act by you  or  any  of  your  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 if
such a statement or omission was made in reliance upon information  furnished to
the Fund by you,  or (iii) may be  incurred or arise by reason of your acting as
the Fund's agent  instead of  purchasing  and  reselling  Shares as principal in


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distributing  Shares to the public,  provided,  however,  that in no case (i) is
your  indemnity in favor of a Trustee or officer or any other  person  deemed to
protect such Trustee or officer or other person  against any  liability to which
any such person would otherwise be subject by reason of willful misfeasance, bad
faith, or gross  negligence in the performance of his duties or by reason of his
reckless  disregard of  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 claim made against the Fund or any person  indemnified unless the
Fund 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 claims shall have been served upon the Fund or
upon such person (or after the Fund 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 have to the Fund 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  the  Fund,  to  its  officers  and  Trustees,  or to  any
controlling person or persons, defendant or defendants in the suit. In the event
that you elect to assume the defense of any such suit and retain  such  counsel,
the Fund, such officers and Trustees 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 of
any such suit,  you will  reimburse  the Fund,  such  officers  and  Trustees or
controlling  person or persons,  defendant or defendants  in such suit,  for the
reasonable fees and expenses of any counsel retained by them. You agree promptly
to notify the Fund of the commencement of any litigation or proceedings  against
it in connection with the issue and sale of any Shares.

     The  Fund  agrees  to  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 Securities Act against any and all losses,  claims,
damages, liabilities or litigation (including legal and other expenses) to which
you or such directors,  officers or controlling  person may become subject under
such Act,  under any other statute,  at common law or otherwise,  arising out of
the  acquisition  of any  Shares by any  person  which (i) may be based upon any
wrongful act by the Fund or 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 if such statements or omission was made in
reliance upon information furnished to you by the Fund; provided,  however, that
in no case (i) is the Fund's  indemnity in favor of a director or officer or any
other person deemed to protect such director or officer or other person  against
any  liability to which any such person would  otherwise be subject by reason of
willful  misfeasance,  bad faith, or gross  negligence in the performance of his
duties or by reason of his reckless  disregard of  obligations  and duties under


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this  Agreement or (ii) is the Fund to be liable under its  indemnity  agreement
contained in this  paragraph  with respect to any claims made against you or any
such  director,  officer or  controlling  person  unless  you or such  director,
officer or controlling  person, as the case may be, shall have notified the Fund
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 director,  officer or controlling  person (or after you or
such director,  officer or controlling person shall have received notice of such
service on any  designated  agent),  but failure to notify the Fund of any claim
shall not relieve it from any liability  which it may have to the person against
whom such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Fund will 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 the Fund  elects to assume the
defense,   such  defense  shall  be  conducted  by  counsel  chosen  by  it  and
satisfactory to you, its directors,  officers or controlling  person or persons,
defendant or defendants, in the suit. In the event the Fund elects to assume the
defense of any such suit and retain such counsel, you, your directors,  officers
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 the Fund does not elect to assume the  defense  of any such  suit,  it will
reimburse  you or such  directors,  officers or  controlling  person or persons,
defendant or defendants in the suit, for the reasonable fees and expenses of any
counsel  retained  by them.  The  Fund  agrees  promptly  to  notify  you of the
commencement of any litigation or proceedings  against it or any of its officers
or Trustees in connection with the issuance or sale of any Shares.

     16.  Authorized  Representations.  The Fund is not  authorized  to give any
information  or to make any  representations  on behalf  of you  other  than the
information  and  representations  contained  in  a  registration  statement  or
prospectus  covering  Class  B  Shares,  as  such  registration   statement  and
prospectus may be amended or supplemented from time to time, or reports prepared
for distribution to shareholders of the Fund. You are not authorized to give any
information or to make any  representations  on behalf of the Fund in connection
with the sale of Class B Shares other than the information  and  representations
contained in a registration  statement or prospectus covering Class B Shares, as
such  registration  statement and prospectus may be amended or supplemented from
time to time, or reports prepared for distribution to shareholders of the Fund.

     17. Duration and Termination of the Agreement.  This Agreement shall become
effective upon the effective date of the Fund's post-effective  amendment to its
registration  statement  under  Securities  Act for Class B Shares  and,  unless
sooner terminated as provided herein,  will remain in effect until September 30,
1996 and from year to year  thereafter,  but only so long as such continuance is
specifically  approved  at  least  annually  by the  vote of a  majority  of the
Trustees of the Fund who are not interested  persons of you or of the Fund, cast
in person at a meeting called for the purpose of voting on such approval, and by
vote of the Trustees or of a majority of the  outstanding  voting  securities of
the Fund. This Agreement may, on 60 days' written  notice,  be terminated at any
time,  without  the  payment of any  penalty,  by the  Trustees,  by a vote of a


                                       8
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majority of the outstanding  voting securities of Class B Shares of the Fund, or
by  you.  This  Agreement  will  automatically  terminate  in the  event  of its
assignment. In interpreting the provisions of this paragraph 17, the definitions
contained  in Section  2(a) of the  Investment  Company  Act  (particularly  the
definitions  of  "interested   person,"   "assignment"   and  "majority  of  the
outstanding voting securities"), shall be applied.

     18.  Amendment of this  Agreement.  No provisions of this  Agreement may be
changed,  waived,  discharged  or terminated  orally,  but only by instrument in
writing  signed by the party against which  enforcement  of the change,  waiver,
discharge  or  termination  is  sought.  If the Fund  should at any time deem it
necessary or advisable in the best  interests of the Fund that any  amendment of
this  Agreement  be  made  in  order  to  comply  with  the  recommendations  or
requirements  of the  Securities and Exchange  Commission or other  governmental
authority or to obtain any advantage  under state or federal tax laws and should
notify you of the form of such amendment,  and the reasons therefor,  and if you
should  decline  to  assent  to such  amendment,  the  Fund may  terminate  this
Agreement forthwith.  If you should at any time request that a change be made in
the Fund's  Declaration  of Trust or  By-laws or in the Fund's  methods of doing
business, in order to comply with any requirements of federal law or regulations
of  the  Securities  and  Exchange   Commission  or  of  a  national  securities
association of which you are or may be a member  relating to the sale of Class B
Shares,  and the Fund should not make such necessary  change within a reasonable
time, you may terminate this Agreement forthwith.

     19.  Miscellaneous.  The  captions in this  Agreement  are included for the
convenience  of  reference  only  and in no way  define  or  delimit  any of the
provisions  hereof or  otherwise  affect  their  construction  or  effect.  This
Agreement may be executed  simultaneously in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument. The name "Scudder Variable Life Investment Fund" is
the  designation of the Trustees for the time being under a Declaration of Trust
dated March 15, 1985, and all persons  dealing with the Fund must look solely to
the property of the Fund for the  enforcement  of any claims against the Fund as
neither the Trustees,  officers,  employees,  agents or shareholders  assume any
personal liability for obligations entered into on behalf of the Fund, nor shall
resort be had to their private  property for the  satisfaction of any obligation
or claim or otherwise in connection with the affairs of the Fund.