AMENDMENT NO. 1 TO

                                                 AMENDMENT NO. 1 TO

                                               UNDERWRITING AGREEMENT


         AGREEMENT made as of this fifteenth day of August, 1997 between Keyport
Variable  Investment  Trust, a Massachusetts  business trust (the "Trust"),  and
Keyport Financial Services Corp., a Massachusetts corporation ("KFSC").

                                                       Recital

         Reference  is made to the  Underwriting  Agreement  dated  June 7, 1993
between  the Trust and KFSC (the  "Underwriting  Agreement").  The  parties  are
entering into this Agreement to amend the Underwriting Agreement.

                                                      Agreement

         NOW,  THEREFORE,  in  consideration  of the premises and other valuable
consideration,  receipt  of which is  hereby  acknowledged  by each  party,  the
parties hereby agree as follows:

         1. The  Underwriting  Agreement  shall be limited  (and  KFSC's role as
principal  underwriter  of the Trust shall be limited) to sales of shares of the
Trust to separate  accounts  of  insurance  companies  which are  affiliates  of
Keyport Life Insurance Company or Liberty Mutual Life Insurance Company,  except
as the parties may otherwise agree in writing.

         IN WITNESS WHEREOF,  the parties have entered into this Agreement as if
under seal as of the date first written above.

                        KEYPORT VARIABLE INVESTMENT TRUST

                                            By   Xxxxxxx X. Xxxxxxxxxxx
Title: President


                                            KEYPORT FINANCIAL SERVICES CORP.


                                            By    Xxxxx X. Xxxxxxx
Title:Clerk