AMENDMENT TO THE CUSTODIAN CONTRACT
AGREEMENT made by and between State Street Bank and Trust Company
(the "Custodian") and SteinRoe Variable Investment Trust (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian
contract dated December 31, 1998 (the "Custodian Contract") governing
the terms and conditions under which the Custodian maintains custody of
the securities and other assets of the thirteen then authorized
separate series("Portfolios") of the Fund; and
WHEREAS, the Custodian and the Fund desire to amend the Custodian
Contract(i) to add two additional Portfolios, International Stock Fund
and Aggressive Managed Assets Fund, and (ii) to provide for the
maintenance of the foreign securities of those Portfolios which are
permitted to invest the assets (or a portion thereof) in foreign
securities, and cash incidental to transactions in such securities, in
the custody of certain foreign banking institutions and foreign
securities depositories acting as sub-custodians in conformity with the
requirements of Rule 17f-5 under the Investment Company Act of 1940;
NOW THEREFORE, in consideration of the premises and covenants
contained herein, the Custodian and the Fund hereby amend the Custodian
Contract by the addition of the following terms and conditions:
1. ADDITION OF PORTFOLIOS
The Custodian shall provide services pursuant to the Custodian
Contract as amended hereby to the two new Portfolios referred to above,
and Appendix A to the Custodian Contract is hereby amended to read in
its entirety as attached hereto.
2. APPOINTMENT OF FOREIGN SUB-CUSTODIANS
The Fund hereby authorizes and instructs the Custodian to
employ as sub-custodians for the securities and other assets of the
nine Portfolios indicated by an asterisk on Appendix A hereto (the
"International Portfolios") maintained outside the United States the
foreign banking institutions and foreign securities depositories
designated on Schedule B hereto ("foreign sub-custodians"). Upon
receipt of "Proper Instructions", as defined in Section 2.18 of the
Custodian Contract, together with a certified resolution of the Fund's
Board of Directors, the Custodian and the Fund may agree to amend
Schedule B hereto from time to time to designate additional foreign
banking institutions and foreign securities depositories to act as sub-
custodian. Upon receipt of Proper Instructions, the Fund may instruct
the Custodian to cease the employment of any one or more of such sub-
custodians for maintaining custody of the assets of any one or more of
the International Portfolios.
3. ASSETS TO BE HELD
The Custodian shall limit the securities and other assets
maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities", as defined in paragraph (c)(1) of Rule 17f-5
under the Investment Company Act of 1940, and (b) cash and cash
equivalents in such amounts as the Custodian or the Fund may determine
to be reasonably necessary to effect the Fund's foreign securities
transactions.
4. FOREIGN SECURITIES DEPOSITORIES
Except as may otherwise be agreed upon in writing by the
Custodian and the Fund, assets of the International Portfolios shall be
maintained in foreign securities depositories only through arrangements
implemented by the foreign banking institutions serving as sub-
custodians pursuant to the terms hereof. Where possible, such
arrangements shall include entry into agreements containing the
provisions set forth in Section 5 hereof.
5. SEGREGATION OF SECURITIES
The Custodian shall identify on its books as belonging to each
International Portfolio, the foreign securities of that International
Portfolio held by each foreign sub-custodian. Each agreement pursuant
to which the Custodian employees a foreign banking institution shall
require that such institution establish a custody account for the
Custodian on behalf of each International Portfolio and physically
segregate in that account, securities and other assets of that
International Portfolio, and, in the event that such institution
deposits that International Portfolio's securities in a foreign
securities depository, that it shall identify on its books as belonging
to the Custodian, as agent for that International Portfolio, the
securities so deposited.
6. AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS
Each agreement with a foreign banking institution shall be
substantially in the form set forth in Exhibit 1 hereto and shall
provide that: (a) each International Portfolio's assets will not be
subject to any right, charge, security interest, lien or claim of any
kind in favor of the foreign banking institution or its creditors or
agents, except a claim of payment for their safe custody or
administration; (b) beneficial ownership of each International
Portfolio's assets will be freely transferable without the payment of
money or value other than for custody or administration; (c) adequate
records will be maintained identifying the assets as belonging to that
International Portfolio; (d) officers of or auditors employed by, or
other representatives of the Custodian, including to the extent
permitted under applicable law the independent public accountants for
the Fund, will be given access to the books and records of the foreign
banking institution relating to its actions under its agreement with
the Custodian; and (e) assets of the International Portfolios held by
the foreign sub-custodian will be subject only to the instructions of
the Custodian or its agents.
7. ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND
Upon request of the Fund, the Custodian will use its best
efforts to arrange for the independent accountants of the Fund to be
afforded access to the books and records of any foreign banking
institution employed as a foreign sub-custodian insofar as such books
and records relate to the performance of such foreign banking
institution under its agreement with the Custodian.
8. REPORTS BY CUSTODIAN
The Custodian will supply to the Fund from time to time, as
mutually agreed upon, statements in respect of the securities and other
assets of the International Portfolios held by foreign sub-custodians,
including but not limited to an identification of entities having
possession of each International Portfolio's securities and other
assets and advices or notifications of any transfers of securities to
or from each custodial account maintained by a foreign banking
institution for the Custodian on behalf of the International Portfolio,
indicating, as to the securities acquired for the International
Portfolio, the identity of the entity having physical possession of
such securities.
9. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT
(a) Except as otherwise provided in paragraph (b) of this
Section 8, the provisions of Sections 2.2 and 2.8 of the Custodian
Contract shall apply, mutatis mutandis to the foreign securities of the
International Portfolio held outside the United States by foreign sub-
custodians.
(b) Notwithstanding any provision of the Custodian Contract
to the contrary, settlement and payment for securities received for the
account of an International Portfolio and delivery of securities
maintained for the account of an International portfolio may be
effected in accordance with the customary established securities
trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including,
without limitation, delivering securities to the purchaser thereof or
to a dealer therefor (or an agent for such purchaser or dealer) against
a receipt with the expectation of receiving later payment for such
securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-
custodian may be maintained in the name of such entity's nominee to the
same extent as set forth in Section 2.3 of the Custodian Contract, and
the Fund agrees to hold any such nominee harmless from any liability as
a holder of record of such securities.
10. LIABILITY OF FOREIGN SUB-CUSTODIANS
Each agreement pursuant to which the Custodian employs a
foreign banking institution as a foreign sub-custodian shall require
the institution to exercise reasonable care in the performance of its
duties and to indemnify, and hold harmless, the Custodian and the Fund
from and against any loss, damage, cost, expense, liability or claim
arising out of or in connection with the institution's performance of
such obligations. At the election of the Fund, it shall be entitled to
be subrogated to the rights of the Custodian with respect to any claims
against a foreign banking institution as a consequence of any such
loss, damage, cost, expense, liability or claim if and to the extent
that the Fund has not been made whole for any such loss, damage, cost,
expense, liability or claim.
11. LIABILITY OF CUSTODIAN
The Custodian shall be liable for the acts or omissions of a
foreign banking institution to the same extent as set forth with
respect to sub-custodians generally in the Custodian Contract and,
regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a
U.S. bank as contemplated by paragraph 13 hereof, the Custodian shall
not be liable for any loss, damage, cost, expense, liability or claim
resulting from nationalization, expropriation, currency restrictions,
or acts of war or terrorism or any loss where the sub-custodian has
otherwise exercised reasonable care. Notwithstanding the foregoing
provisions of this paragraph 11, in delegating custody duties to State
Street London Ltd., the Custodian shall not be relieved of any
responsibility to the Fund for any loss due to such delegation, except
such loss as may result from (a) political risk (including, but not
limited to, exchange control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed hostilities) or
(b) other losses (excluding a bankruptcy or insolvency of State Street
London Ltd. not caused by political risk) due to Acts of God, nuclear
incident or other losses under circumstances where the Custodian and
State Street London Ltd. have exercised reasonable care.
12. REIMBURSEMENT FOR ADVANCES
If the Fund requires the Custodian to advance cash or
securities for any purpose including the purchase or sale of foreign
exchange or of contracts for foreign exchange, or in the event that the
Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments claims or liabilities in connection with the
performance of this Contract, except such as may arise form its or its
nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund
shall be security therefor and should the Fund fail to repay the
Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of the Fund assets to the extent
necessary to obtain reimbursement.
13. MONITORING RESPONSIBILITIES
The Custodian shall furnish annually to the Fund, during the
month of June, information concerning the foreign sub-custodians
employed by the Custodian. Such information shall be similar in kind
and scope to that furnished to the Fund in connection with the initial
approval of this amendment to the Custodian Contract. In addition, the
Custodian will promptly inform the Fund in the event that the Custodian
leans of a material adverse change in the financial condition of a
foreign sub-custodian or any material loss of the assets of any
International Portfolio or in the case of any foreign sub-custodian not
the subject of an exemptive order from the Securities and Exchange
Commission is notified by any foreign sub-custodian that there appears
to be a substantial likelihood that its shareholders' equity will
decline below $200 million (U.S. dollars or the equivalent thereof) or
that its shareholders' equity has declined below $200 million (in each
case computed in accordance with generally accepted U.S. accounting
principles).
14. BRANCHES OF U.S. BANKS
(a) Except as otherwise set forth in this amendment to the
Custodian Contract, the provisions hereof shall not apply where the
custody of the Fund assets is maintained in a foreign branch of a
banking institution which is a "bank" as defined by Section 2(a)(5) of
the Investment Company Act of 1940 meeting the qualification set forth
in Section 26(a) of said Act. The appointment of any such branch as
sub-custodian shall be governed by paragraph 1 of the Custodian
Contract.
(b) Cash held for the Fund in the United Kingdom shall be
maintained in an interest bearing account established for the Fund with
the Custodian's London Branch, which account shall be subject to the
direction of the Custodian, State Street London Ltd. or both.
15. APPLICABILITY OF CUSTODIAN CONTRACT
Except as specifically superseded or modified herein, the
terms and provisions of the Custodian Contract shall continue to apply
with full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed as of the 23rd day
of February, 1989.
STEINROE VARIABLE INVESTMENT TRUST
By: XXXXXXX X. XXXXXXXXXXX
Attest: (Title) President
______________
(Title)
STATE STREET BANK AND TRUST COMPANY
By: [SIGNATURE]
Vice President
Attest:
[SIGNATURE]
Assistant Secretary
APPENDIX A
Aggressive Managed Assets Fund*
Aggressive Stock Fund*
Cash Income Fund*
Government Guaranteed Securities Fund
Government Securities Zero Coupon Fund Matched Maturity Series 1991
Government Securities Zero Coupon Fund Matched Maturity Series 1993
Government Securities Zero Coupon Fund Matched Maturity Series 1996
Government Securities Zero Coupon Fund Matched Maturity Series 1998
Government Securities Zero Coupon Fund Matched Maturity Series 2001
High Yield Bond Fund*
International Stock Fund*
Investment Grade Bond Fund*
Managed Assets Fund*
Managed Growth Stock Fund*
Mortgage Securities Income Fund*
__________
*May invest in foreign securities.
SCHEDULE B
The following foreign banking institutions and foreign securities
depositories have been approved by the Board of Directors of SteinRoe
Variable Investment Trust for use as sub-custodians for the Fund's
securities and other assets.
Country Bank
------- -----
Australia ANZ Banking Group Ltd.
Austria Girozentrale Und Bank Der Osterreichischen
Belgium Banque Bruxelles Xxxxxxx
Canada Canada Trust Company
Denmark Den Danske Bank
Finland Kansallis-Osake Pankki
France Credit Commercial de France
Germany Berliner Handels Und Frankfurter Bank
Hong Kong Standard Chartered Bank
Italy Credito Italiano
Japan Sumitomo Trust & Banking Company Limited
Netherlands Bank Mees & Hope, N.V.
New Zealand Westpac Banking Corp.
Norway Christiania Bank Og Kreditkasse
Singapore DPS Bank
Spain Banco Hispano Americano
Sweden Skandinaviska Enskilda Banken
Switzerland Union Bank of Switzerland
United Kingdom State Street London Limited
DEPOSITORIES
Austria Oesterreichischen Kontrollbank AG
Wertpapiersammelbank beider (OeKB-WSB)
Belgium Caisse Interprofessionelle de Depots et de
Virements de Titres S.A. (C.I.K.)
Denmark Vaerdipapircentralen (VP-Centralen)
France Societe Interprofessionnelle pour la
Compensation des Valeurs Mibilieres (SICOVAM)
Germany Kassenverein
Italy Monte Titoli, SpA
Netherlands Netherlands Clearing Institute for Giro
Securities Deliveries (NECIGEF)
Switzerland Schweizerische Effekten Giro A.G.(SEGA)
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EuroClear (Brussels, Belgium)
Cedel (Luxembourg)
