THIS AGREEMENT is made and entered by and between WANGER ADVISORS TRUST, an unincorporated business trust formed under the laws of Massachusetts (the "Trust"), and KEYPORT BENEFIT LIFE INSURANCE COMPANY, a New York life insurance company (the "Company"), on its own behalf and on behalf of each separate account of the Company identified herein. This agreement shall become effective at the Effective Time as defined in the Agreement and Plan of Merger among Wanger Asset Management, Ltd., Wanger Asset Management, L.P. and Liberty Financial Companies, Inc. and WAM Acquisition L.P. dated as of June 9, 2000.

WHEREAS, the Trust is a series-type mutual fund offering shares of beneficial interest (the "Trust shares") consisting of one or more separate series ("Series") of shares ("Series shares"), each such series representing an interest in a particular managed portfolio of securities and other assets; and

WHEREAS, the Trust was established for the purpose of serving as an investment vehicle for (i) separate accounts supporting variable annuity contracts and variable life insurance policies to be offered by insurance companies, and (ii) certain pension and retirement plans receiving favorable tax treatment under the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Company desires that the Trust serve as an investment vehicle for certain separate accounts of the Company;

NOW, THEREFORE, in consideration of their mutual promises, the Trust and the Company agree as follows:

1.1 "Account" -- each separate account of the Company described more specifically in Schedule 1 to this Agreement.

1.2. "Business Day" -- each day that the Trust is open for business as provided in the Trust Prospectus.

1.3. "Code" -- the Internal Revenue Code of 1986, as amended.

1.4. "Contracts" -- the class or classes of variable annuity contracts or variable life insurance contracts issued by the Company and described more specifically on Schedule 2 to this Agreement.

1.5. "Contract Owners" -- the owners of the Contracts, as distinguished from all Product Owners.

1.6. "Investment Adviser" -- the investment manager of the Trust.

1.7. "Participating Account" -- a separate account investing all or a portion of its assets in the Trust, including the Account.

1.8. "Participating Insurance Company" -- any insurance company investing in the Trust on its behalf or on behalf of a Participating Account, including the Company.

1.9. "Products" -- variable annuity contracts and variable life insurance policies supported by Participating Accounts investing assets attributable thereto in the Trust, including the Contracts.

1.10. "Product Owners" -- owners of Products.

1.11. "Prospectus" -- with respect to a class of Contracts, each version of the definitive prospectus or supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act ("Contracts Prospectus"). With respect to Trust shares, each version of the definitive prospectus or supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act with respect to a series of the Trust listed on Schedule 3 to this Agreement ("Trust Prospectus"). With respect to any provision of this Agreement requiring a party to take action in accordance with a Prospectus, such reference thereto shall be deemed to be to the version last filed prior to the taking of such action. For purposes of Article VIII, the term "Prospectus" shall include any statement of additional information incorporated therein.

1.12. "Qualified Entity" -- A person or plan, including a pension or retirement plan receiving favorable tax treatment under the Code, that qualifies to purchase shares of the Trust under Section 817(h) of the Code. A natural person having an indirect interest in the Trust by virtue of such natural person's participation in a Qualified Entity is a "Qualified Participant."

1.13. "Registration Statement" -- with respect to the Trust Shares ("Trust Registration Statement") or a class of Contracts ("Contracts Registration Statement"), the registration statement filed with the SEC to register the securities issued thereby under the 1933 Act, or the most recently filed amendment thereto, in either case in the form in which it was declared or became effective. The Contracts Registration Statement is described more specifically on Schedule 2 to this Agreement. The Trust Registration Statement was filed on Form N-1A (File No. 33-83548).

1.14. "1940 Act Registration Statement" -- with respect to the Trust or the Account, the registration statement filed with the SEC to register such entity as an investment company under the 1940 Act, or the most recently filed amendment thereto. The Account 1940 Act Registration Statement is described more specifically on Schedule 2 to this Agreement. The Trust 1940 Act Registration Statement was filed on Form N-1A (File No. 811-8748).

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