CUSTODIAN CONTRACT
Between
STEINROE VARIABLE INVESTMENT TRUST
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
1. Employment Of Custodian and Property to be
Held By It ............................................2
2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian......................3
2.1 Holding Securities...............................3
2.2 Delivery of Securities ..........................3
2.3 Registration of Securities ......................8
2.4 Bank Accounts ...................................9
2.5 Payment for Shares .............................10
2.6 Availability of Federal Funds ..................10
2.7 Collection of Income ...........................11
2.8 Payment of Fund Monies .........................12
2.9 Liability for Payment in Advance of
Receipt of Securities Purchased ................15
2.10 Payments for Repurchases or Redemptions
of Shares of the Fund ..........................15
2.11 Appointment of Agents ..........................16
2.12 Deposit of Fund Assets in Securities System ....16
2.12A Fund Assets Held in the Custodian's Direct
Paper System....................................20
2.13 Segregated Account .............................21
2.14 Ownership Certificates for Tax Purposes ........23
2.15 Proxies ........................................23
2.16 Communications Relating to
Portfolio Securities ...........................23
2.17 Authorized Persons .............................24
2.18 Proper Instructions ............................25
2.19 Actions Permitted Without Express Authority ....26
2.20 Evidence of Authority ..........................26
2.21 Affiliation Between Fund and Custodian..........27
2.22 Persons Having Access to Assets of the
Portfolios .....................................28
3. Duties of Custodian With Respect to the Books of
Account and Calculation of Net Asset Value and
Net Income .........................................29
4. Records ..............................................29
5. Opinion of Fund's Independent Accountants ............30
6. Reports to Fund by Independent Public Accountants ....30
7. Compensation of Custodian ............................31
8. Responsibility of Custodian ......................... 31
9. Effective Period, Termination and Amendment ..........33
10. Successor Custodian ..................................34
11. Interpretive and Additional Provisions ...............36
12. Additional Funds .....................................36
13. Massachusetts Law to Apply ...........................37
14. Prior Contracts ......................................37
CUSTODIAN CONTRACT
This Contract between SteinRoe Variable Investment Trust, a
business trust organized and existing under the laws of the
Commonwealth of Massachusetts and having its principal office
at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, hereinafter
called the "Fund", and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal place of business at
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter called
the "Custodian",
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate
series, with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Fund intends to initially offer shares in the
thirteen separate series listed in Appendix A hereto (such series
together with all other series subsequently established by the Fund and
made subject to this Contract in accordance with paragraph 12, being
herein referred to as the "Portfolio(s)");
WHEREAS, the Custodian is qualified to act as Custodian for
registered investment companies under the Investment Company Act of
1940 and the applicable rules hereunder;
NOW THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of the
assets of the Portfolios of the Fund pursuant to the provisions of the
Declaration of Trust of the Fund and subject to the provisions hereof.
The Fund on behalf of the Portfolio(s) agrees to deliver to the
Custodian all securities and cash of the Portfolios, and all payments
of income, payments of principal or capital distributions received by
it with respect to all securities owned by the Portfolio(s) from time
to time, and the cash consideration received by it for such new or
treasury shares of beneficial interest in the Fund representing
interests in the Portfolios ("Shares") as may be issued or sold from
time to time. The Custodian shall not be responsible for any property
of a Portfolio held or received by the Fund and not delivered to the
Custodian.
Upon receipt of "Proper Instructions" (within the meaning of
Section 2.18), the Custodian shall on behalf of the applicable
Portfolio(s) from time to time employ one or more sub-custodians, but
only in accordance with an applicable vote by the Board of Trustees of
the Fund on behalf of the applicable Portfolio(s), and provided that
the Custodian shall have no more or less responsibility or liability to
the Fund on account of any actions or omissions of any sub-custodian so
employed than any such sub-custodian has to the Custodian.
2. Duties of the Custodian with Respect to Property of the Fund
Held by the Custodian
2.1 Holding Securities. The Custodian shall hold and physically
segregate for the separate account of each Portfolio all non-cash
property, including all securities, owned by such Portfolio other than
(a) securities which are maintained pursuant to Section 2.12 in a
clearing agency which acts as a securities depository or in a book-
entry system authorized by the U.S. Department of the Treasury,
collectively referred to herein as "Securities System," and (b)
(subject to prior receipt of Proper Instructions) commercial paper of
an issuer for which State Street Bank and Trust Company acts as issuing
and paying agent ("Direct Paper") which is deposited and/or maintained
in the Direct Paper System of the Custodian pursuant to Section 2.12A.
2.2 Delivery of Securities. The Custodian shall release and
deliver securities owned by a Portfolio held by the Custodian or in a
Securities System account of the Custodian or in the Custodian's Direct
Paper book entry system account ("Direct Paper System Account") only
upon receipt of Proper Instructions from the Fund on behalf of the
applicable Portfolio, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
(1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
(2) Upon repurchase of securities held by the Portfolio, subject to a
repurchase agreement after receipt by the Custodian, as Custodian
and not as the other party to the repurchase agreement, of payment
for such securities in accordance with the terms of the repurchase
agreement;
(3) In the case of a sale effected through a Securities System,
in accordance with the provisions of Section 2.12 hereof;
(4) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Portfolio;
(5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
(6) To the issuer thereof, or its agent, for transfer into the
name of the Portfolio or into the name of any nominee or
nominees of the Custodian or into the name or nominee name
of any agent appointed pursuant to Section 2.11 or into the
name or nominee name of any sub-custodian appointed pursuant
to Section 1; or for exchange for a different number of
bonds, certificates or other evidence representing the same
aggregate face amount or number of units; provided that, in
any such case, the new securities are to be delivered to the
Custodian;
(7) Upon the sale of such securities for the account of the Portfolio,
to the broker or its clearing agent, against a receipt, for
examination in accordance with "street delivery" custom; provided
that in any such case, the Custodian shall have no responsibility
or liability for any loss arising from the delivery of such
securities prior to receiving payment for such securities except as
may arise from the Custodian's own negligence or willful
misconduct;
(8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization, or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
(9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts
or temporary securities for definitive securities; provided
that, in any such case, the new securities and cash, if any,
are to be delivered to the Custodian;
(10) For delivery in connection with any loans of securities made
by the Portfolio, but only against receipt of adequate collateral
as agreed upon from time to time by the Custodian and the Fund on
behalf of the Portfolio, which may be in the form of cash or
obligations issued by the United States government, its agencies or
instrumentalities, except that in connection with any loans for
which collateral is to be credited to the Custodian's account in
the book-entry system authorized by the U.S. Department of the
Treasury, the Custodian will not be held liable or responsible for
the delivery of securities owned by the Portfolio prior to the
receipt of such collateral;
(11) For delivery as security in connection with any borrowings
by the Fund on behalf of the Portfolio requiring a pledge of assets
by the Fund on behalf of the Portfolio, but only against receipt of
amounts borrowed;
(12) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the Custodian
and a broker-dealer registered under the Securities Exchange Act of
1934 (the "Exchange Act") and a member of the National Association
of Securities Dealers ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with transactions by the Portfolio of Fund;
(13) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the Custodian,
and a Futures Commission Merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any Contract Market, or
any similar organization or organizations, regarding account
deposits in connection with transactions by the Portfolio of the
Fund;
(14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Fund, for delivery to such
Transfer Agent or to the holders of shares in connection with
distributions in kind, as may be described from time to time in the
currently effective prospectus and statement of additional
information, related to the Portfolio ("Prospectus"),
in satisfaction of requests by holders of Shares for repurchase or
redemption; and
(15) For any other proper corporate purpose, but only upon receipt of,
in addition to Proper Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the Board
of Trustees or of the Executive Committee of the Fund signed by an
officer of the Fund and certified by the Secretary or an Assistant
Secretary, specifying the securities of the Portfolio to be
delivered, setting forth the purpose for which such delivery is to
be made, declaring such purpose to be a proper purpose, and
naming the person or persons to whom delivery of such securities
shall be made.
2.3 Registration of Securities. Securities held by the Custodian for
the account of a Portfolio (other than bearer securities) shall be
registered in the name of the Portfolio or in the name of any nominee
of the Fund on behalf of the Portfolio or of any nominee of the
Custodian which nominee shall be assigned exclusively to the Portfolio,
unless the Fund has authorized in writing the appointment of a nominee
to be used in common with other registered investment companies having
the same investment adviser as the Portfolio, or in the name or nominee
name of any agent appointed pursuant to Section 2.11 or in the name or
nominee name of any sub-custodian appointed pursuant to Section 1. All
securities accepted by the Custodian on behalf of the Portfolio under
the terms of this Contract shall be in "street name" or other good
delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a separate
bank account or accounts in the name of each Portfolio of the Fund,
subject only to draft or order by the Custodian acting pursuant
to the terms of this Contract, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by
it from or for the account of the Portfolio, other than cash
maintained by the Portfolio in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act of
1940. Funds held by the Custodian for a Portfolio may be deposited
by it to its credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies as it may in
its discretion deem necessary or desirable; provided, however,
that every such bank or trust company shall be qualified to act
as a custodian under the Investment Company Act of 1940 and that
each such bank or trust company and the funds to be deposited
with each such bank or trust company shall on behalf of each
applicable Portfolio be approved by vote of a majority of the Board of
Trustees of the Fund. Such funds shall be deposited by the Custodian
in its capacity as Custodian and shall be withdrawable by the Custodian
only in that capacity.
2.5 Payments for Shares. The Custodian shall receive from the
distributor for the Shares and deposit into the account of the
applicable Portfolio such payments as are received for Shares of that
Portfolio issued or sold from time to time by the Fund. The Custodian
will provide timely notification to the Fund on behalf of each such
Portfolio and the Transfer Agent of any receipt by it of payments for
Shares of such Portfolio.
2.6 Availability of Federal Funds. Upon mutual agreement between
the Fund on behalf of each applicable Portfolio and the Custodian, the
Custodian shall, upon the receipt of Proper Instructions from the Fund
on behalf of a Portfolio, make federal funds available to such
Portfolio as of specified times agreed upon from time to time by the
Fund and the Custodian in the amount of checks received in payment for
Shares of such Portfolio which are deposited into the Portfolio's
account.
2.7 Collection of Income. The Custodian shall collect on a timely
basis, whether upon maturity, call, redemption or retirement prior
thereto, all income, principal and other payments with respect to
registered securities held hereunder to which the Portfolio shall be
entitled either by law or pursuant to custom in the securities
business, and shall collect on a timely basis, whether upon maturity,
call, redemption or retirement prior thereto, all income, principal and
other payments with respect to bearer securities if, on the date of
payment by the issuer, such securities are held by the Custodian or its
agent, and shall credit such income, principal and other payments as
collected, to such Portfolio's account. Without limiting the
generality of the foregoing, the Custodian shall detach and present for
payment all coupons and other income items requiring presentation as
and when they become due and shall collect interest and principal when
due on securities held hereunder. Income due the Portfolio on
securities loaned pursuant to the provisions of Section 2.2 (10) shall
be the responsibility of the Fund. The Custodian will have no duty or
responsibility in connection therewith, other than to provide the
Fund with such information or data as may be necessary to assist
the Fund in arranging for the timely delivery to the Custodian
of the income to which the Portfolio is properly entitled.
2.8 Payment of Fund Monies. Upon receipt of Proper Instructions, from
the Fund on behalf of the applicable Portfolio which may be continuing
instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of a Portfolio in the following cases only:
(1) Upon the purchase of securities, options, futures contracts
or options on futures contracts for the account of the Portfolio
but only (a) against the delivery of such securities, or evidence
of title to such options, futures contracts or options on futures
contracts to the Custodian (or any bank or trust company doing
business in the United States or abroad which is qualified under
the Investment Company Act of 1940, as amended, to act as a
custodian and has been designated by the Custodian as its agent for
this purpose) registered in the name of the Portfolio or in the
name of a nominee of the Custodian referred to in Section 2.3
hereof or in proper form for transfer; (b) in the case of a
purchase effected through a Securities System, in accordance with
the conditions set forth in Section 2.12 hereof; (c) in the case of
a purchase involving the Direct Paper System, in accordance with
the conditions set forth in Section 2.12A; (d) in the case of
repurchase agreements entered into between the Fund on behalf of
the Portfolio and the Custodian, or another bank, or a broker-
dealer, or a broker-dealer which is a member of the NASD, upon (i)
receipt by the Custodian, as Custodian and not as the other party
to the repurchase agreement, of written evidence in form
satisfactory to the Fund of the obligation of the Custodian or
other bank or broker-dealer to repurchase the underlying securities
from the Portfolio; (ii) receipt of the underlying securities if
not already held by the Custodian (or appropriate notice from the
Securities System that the underlying securities have been
transferred to the Custodian's account with the Securities System);
(iii) recordation on the Custodian's records of the Portfolio's
interest in the underlying securities; and (iv) transmission of a
written notice to the Fund that the Custodian, as Custodian and not
as the other party to the repurchase agreement is holding the
underlying securities on the Portfolio's behalf pursuant to the
terms of the repurchase agreement, or (e) for transfer to a time
deposit account of the Fund in any bank whether domestic or
foreign; if authorized by Proper Instructions, such transfer may be
effected prior to receipt of a confirmation from a broker and/or
the applicable bank pursuant to Proper Instructions from the Fund
as defined in Section 2.18;
(2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 2.2
hereof;
(3) For the redemption or repurchase of Shares issued by the
Portfolio as set forth in Section 2.10 hereof;
(4) For the payment of any expense or liability of or allocable to the
Portfolio, including but not limited to the following interest,
taxes, management, administrative, accounting, custodial, transfer
agent, legal fees, and other operating expenses whether or not such
expenses are to be in whole or part capitalized or treated as
deferred expenses;
(5) For the payment of any dividends on Shares of the Portfolio
declared pursuant to the governing documents of the Fund;
(6) For payment of the amount of dividends received in respect of
securities sold short;
(7) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the Board
of Trustees or of the Executive Committee of the Fund signed by an
officer of the Fund and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such
purpose to be a proper purpose, and naming the person or persons to
whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities
Purchased. Except as specifically stated otherwise in this Contract,
in any and every case where payment for purchase of securities for the
account of a Portfolio is made by the Custodian in advance of receipt
of the securities purchased, in the absence of specific written
instructions from the Fund on behalf of such Portfolio to so pay in
advance, the Custodian shall be absolutely liable to the Fund
for such securities to the same extent as if the securities had
been received by the Custodian.
2.10 Payments for Repurchases or Redemptions of Shares of the Fund.
From such funds as may be available for the purpose, but subject
to the limitations of the Declaration of Trust and any applicable votes
of the Board of Trustees of the Fund pursuant thereto, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of Shares who have delivered to the
Transfer Agent a request for redemption or repurchase of their Shares.
In connection with the redemption or repurchase of Shares of a
Portfolio, the Custodian is authorized upon receipt of instructions
from the Transfer Agent to wire funds to or through a commercial bank
designated by the redeeming shareholders.
2.11 Appointment of Agents. The Custodian may at any time or times
in its discretion appoint (and may at any time remove) any other
bank or trust company which is itself qualified under the
Investment Company Act of 1940, as amended, to act as a custodian
for a registered investment company, as its agent to carry out such
of the provisions of this Article 2 as the Custodian may from time to
time direct; provided, however, that the appointment of any agent shall
not relieve the Custodian of its responsibilities or liabilities
hereunder.
2.12 Deposit of Fund Assets in Securities Systems. The Custodian may
deposit and/or maintain securities owned by a Portfolio in a
clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of
1934, which acts as a securities depository, or in the book-entry
system authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to herein as
"Securities System" in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and regulations,
if any, and subject to the following provisions:
(1) The Custodian may keep securities of the Portfolio in a
Securities System provided that such securities are
held in an account ("Account") of the Custodian in
the Securities System which shall not include any assets of
the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
(2) The records of the Custodian with respect to securities of
the Portfolio which are maintained in a Securities System shall
identify by book-entry those securities belonging to the
Portfolio;
(3) The Custodian shall pay for securities purchased for the
account of the Portfolio which are to be held in a Securities
System upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such
payment and transfer for the account of the Portfolio. Subject to
the other requirements of Section 2.2, the Custodian shall transfer
securities sold for the account of the Portfolio which are to be
held in a Securities System upon (i) receipt of advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer and payment for
the account of the Portfolio. Copies of all advices from the
Securities System of transfers of securities for the account of the
Portfolio shall identify the Portfolio, be maintained for the
Portfolio by the Custodian and be provided to the Fund at its
request. Upon request, the Custodian shall furnish the Fund on
behalf of the Portfolio confirmation of each transfer to or from
the account of the Portfolio in the form of a written advice or
notice and shall furnish to the Fund on behalf of the Portfolio
copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the
Portfolio.
(4) The Custodian shall provide the Fund for the Portfolio with any
report obtained by the Custodian on the Securities System's
accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System;
(5) The Custodian shall have received from the Fund on behalf of the
Portfolio the initial or annual certificate, as the case may be,
required by Article 9 hereof;
(6) Anything to the contrary in this Contract notwithstanding,
the Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting from
use of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its agents or
of any of its or their employees or from failure of the Custodian
or any such agent to enforce effectively such rights as it
may have against the Securities System; at the election of
the Fund, it shall be entitled to be subrogated to the
rights of the Custodian with respect to any claim against
the Securities System or any other person which the
Custodian may have as a consequence of any such loss or
damage if and to the extent that the Portfolio has not been
made whole for any such loss or damage.
2.12A Fund Assets Held in the Custodian's Direct Paper System.
The Custodian may deposit and/or maintain securities owned by a
Portfolio in the Direct Paper System of the Custodian subject to
the following provisions:
(1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper
Instructions from the Fund on behalf of the Portfolio;
(2) The Custodian may keep securities of the Portfolio in the
Direct Paper System only if such securities are
represented in an account ("Account") of the Custodian in
the Direct Paper System which shall not include any
assets of the Custodian other than assets held as a
fiduciary, custodian, or otherwise for customers;
(3) The records of the Custodian with respect to securities
of the Portfolio which are maintained in the Direct Paper
System shall identify by book-entry those securities
belonging to the Portfolio;
(4) The Custodian shall pay for securities purchased for the
account of the Portfolio upon the making of an entry on the
records of the Custodian to reflect such payment and
transfer of securities to the account of the Portfolio. The
Custodian shall transfer securities sold for the account
of the Portfolio upon the making of an entry on the
records of the Custodian to reflect such transfer and
receipt of payment for the account of the Portfolio;
(5) The Custodian shall furnish the Fund on behalf of the Portfolio
confirmation of each transfer to or from the account of the
Portfolio, in the form of a written advice or notice, of Direct
Paper on the next business day following such transfer and shall
furnish to the Fund on behalf of the Portfolio copies of daily
transaction sheets reflecting each day's transactions in the
Securities System for the account of the Portfolio; and
(6) The Custodian shall provide the Fund on behalf of the Portfolio
with any report on its system of internal accounting controls as the
Fund may reasonably request from time to time.
2.13 Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio
establish and maintain a segregated account or accounts for and on
behalf of such Portfolio, into which account or accounts may be
transferred cash and/or securities, including securities maintained in
an account by the Custodian pursuant to Section 2.12 hereof, (i) in
accordance with the provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian and a broker-dealer registered
under the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract
market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the
Portfolio or commodity futures contracts or options thereon purchased
or sold by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act
Release No. 10666, or any subsequent release or releases of the
Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv) for
other proper corporate purposes, but only, in the case of clause (iv),
upon receipt of, in addition to Proper Instructions from the Fund on
behalf of the Portfolio, a certified copy of a resolution of the
Board of Trustees or of the Executive Committee signed by an officer of
the Fund and certified by the Secretary or an Assistant Secretary,
setting forth the purpose or purposes of such segregated account and
declaring such purposes to be proper corporate purposes.
2.14 Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of
income or other payments with respect to securities of each Portfolio
held by it and in connection with transfers of securities.
2.15 Proxies. The Custodian shall, with respect to the securities
held hereunder, cause to be promptly executed by the registered
holder of such securities, if the securities are registered
otherwise than in the name of the Portfolio or a nominee of the
Portfolio, all proxies, without indication of the manner in which
such proxies are to be voted, and shall promptly deliver to the
Portfolio such proxies, all proxy soliciting materials and all
notices relating to such securities.
2.16 Communications Relating to Portfolio Securities. The
Custodian shall transmit promptly to the Fund for each Portfolio all
written information (including, without limitation, pendency of calls
and maturities of securities and expirations of rights in connection
therewith and notices of exercise of call and put options written
by the Fund on behalf of the Portfolio and the maturity of futures
contracts purchased or sold by the Portfolio) received by the Custodian
from issuers of the securities being held for the Portfolio. With
respect to tender or exchange offers, the Custodian shall transmit
promptly to the Portfolio all written information received by the
Custodian from issuers of the securities whose tender or exchange is
sought and from the party (or his agents) making the tender or exchange
offer. If the Portfolio desires to take action with respect to any
tender offer, exchange offer or any other similar transaction requiring
action on the part of the Portfolio, the Portfolio shall notify the
Custodian at least three business days prior to the date on which the
Custodian is to take such action.
2.17 Authorized Persons. (a) Authorized Persons shall be deemed to
include the President, any Vice President, the Secretary, and the
Treasurer of the Fund, or any other person, whether or not any such
person is an officer or employee of the Fund, duly authorized by the
Board of Trustees of the Fund to give oral instructions and written
instructions on behalf of the Fund and listed in the certification
annexed hereto as Appendix B or such other certification as may be
received by the Custodian from time to time. (b) Annexed hereto as
Appendix B is a certification signed by two of the present officers of
the Fund setting forth the names and the signatures of the present
Authorized Persons. The Fund agrees to furnish to the Custodian a new
certification in similar form in the event that any such present
Authorized Person ceased to be such an Authorized Person or in the
event that other or additional Authorized Persons are elected or
appointed. Until such new certification shall be received, the
Custodian shall be fully protected in acting upon the provisions of
this Contract upon oral instructions or signatures of the present
Authorized Persons as set forth in the last delivered certification.
2.18 Proper Instructions. Proper Instructions as used throughout
this Article 2 means a writing signed or initialed by one or more
Authorized Persons. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the Custodian
reasonably believes them to have been given by an Authorized Person to
give such instructions with respect to the transaction involved. The
Fund shall cause all oral instructions to be confirmed in writing.
Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Trustees of the Fund
accompanied by a detailed description of procedures approved by the
Board of Trustees, Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices
provided that the Board of Trustees and the Custodian are satisfied
that such procedures afford adequate safeguards for the Portfolio's
assets. For purposes of this Section, Proper Instructions shall
include instructions received by the Custodian pursuant to any three-
party agreement which requires a segregated asset account in accordance
with Section 2.13.
2.19 Actions Permitted Without Express Authority. The Custodian may
in its discretion, without express authority from the Fund on behalf of
each applicable Portfolio:
(1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Contract, provided that all such payments
shall be accounted for to the Fund on behalf of the Portfolio;
(2) surrender securities in temporary form for securities in
definitive form;
(3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and
(4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Portfolio except as otherwise directed by the Board of
Trustees of the Fund.
2.20 Evidence of Authority. The Custodian shall be protected in
acting upon any instructions, notice, request, consent,
certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the
Fund. The Custodian may receive and accept a certified copy of
a vote of the Board of Trustees of the Fund as conclusive
evidence (a) of the authority of any person to act in accordance
with such vote or (b) of any determination or of any action by
the Board of Trustees pursuant to the Declaration of Trust as
described in such vote, and such vote may be considered as in full
force and effect until receipt by the Custodian of written notice to
the contrary.
2.21 Affiliation Between the Fund and Custodian. It is understood
that the Trustees, officers, employees, agents and shareholders of the
Fund, and the officers, directors, employees, agents and shareholders
of the Fund's investment advisor, are or may be interested in the
Custodian as directors, officers, employees, agents, stockholders, or
otherwise, and that the directors, officers, employees, agents or
stockholders of the Custodian may interested in the Fund as Trustees,
officers, employees, agents, shareholders, or otherwise, or in the
investment advisor as officers, directors, employees, agents,
shareholders or otherwise.
2.22 Persons Having Access to Assets of the Portfolios.
(a) No Trustee, officer, employee or agent of the Fund shall have
physical access to the assets of the Fund held by the Custodian or be
authorized or permitted to withdraw any investments of the Fund, nor
shall the Custodian deliver any assets of the Fund to any such person.
No officer or director, employee or agent of the Custodian who holds
any similar position with the Fund or the Advisor or Administrator
shall have access to the assets of the Fund.
(b) Only officers and employees of the Custodian shall have access to
the assets of the Fund. Such officers and employees shall be
identified by certification signed by a duly authorized officer of the
Custodian from time to time. The Custodian shall advise the Fund of
any change in the individuals authorized to have access to the assets
of the Fund by written notice to the Fund.
(c) Nothing in this Section 2.22 shall prohibit any officer, employee
or agent of the Fund, or any officer, director, employee or agent of
the Advisor or Administrator, from giving oral instructions or written
instructions to the Custodian or executing a Certificate so long as it
does not result in the delivery of or access to the assets of the Fund
prohibited by paragraph (a) of this Section 2.22.
3. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of
Trustees of the Fund to keep the books of account of each Portfolio
and/or compute the net asset value per share of the outstanding shares
of each Portfolio or, if directed in writing to do so by the Fund on
behalf of the Portfolio, shall itself keep such books of account
and/or compute such net asset value per share. If so directed,
the Custodian shall also calculate daily the net income of the
Portfolio as described in the Fund's currently effective prospectus
related to such Portfolio and shall advise the Fund and the Transfer
Agent daily of the total amounts of such net income and, if instructed
in writing by an officer for the Fund to do so, shall advise the
Transfer Agent periodically of the division of such net income among
its various components. The calculations of the net asset value per share
and the daily income of a each Portfolio shall be made in accordance with
the valuation procedures and methodology and at the time or times described
from time to time in the Fund's currently effective prospectus related to
such Portfolio.
4. Records.
The Custodian shall create and maintain all records relating to
its activities and obligations under this Contract in such manner as
will meet the obligations of the Fund under the Investment Company
Act of 1940, with particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder, applicable federal and state tax laws and
any other law or administrative rules and procedures which may be
applicable to the Fund. All such records shall be the property of the
Fund and shall at times during the regular business hours of the
Custodian be open for inspection by duly authorized officers, employees
or agents of the Fund, Auditors employed by the Fund and employees and
agents of the Securities and Exchange Commission. The Custodian shall,
at the Fund's request, supply the Fund with a tabulation of securities
owned by each Portfolio and held by the Custodian and shall, when
requested to do so by the Fund and for such compensation as shall be
agreed upon between the Fund and the Custodian, include certificate
numbers in such tabulations.
5. Opinion of Fund's Independent Accountant.
The Custodian shall take all reasonable action, as the Fund on
behalf of each applicable Portfolio may from time to time request, to
obtain from year to year favorable opinions from the Fund 's
independent accountants with respect to its activities hereunder in
connection with the preparation of the Fund 's Form N-1A, and Form N-
SAR or other annual reports to the Securities and Exchange Commission
and with respect to any other requirements of such Commission.
6. Reports to Fund by Independent Public Accountants.
The Custodian shall provide the Fund, on behalf of each of the
Portfolios at such times as the Fund may reasonably require, with
reports by independent public accountants on the accounting system,
internal accounting control and procedures for safeguarding securities,
futures contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities System, relating
to the services provided by the Custodian under this Contract; such
reports, which shall be of sufficient scope and in sufficient detail,
as may reasonably be required by the Fund, to provide reasonable
assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the reports shall
so state.
7. Compensation of Custodian.
The Custodian shall be entitled to reasonable compensation for
its services and expenses as Custodian, as agreed upon from time to
time between the Fund on behalf of each applicable Portfolio and the
Custodian.
8. Responsibility of Custodian.
So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the title,
validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Contract and shall
be held harmless in acting upon any notice, request, consent,
certificate or other instrument reasonably believed by it to be
genuine and to be signed by the proper party or parties including any
futures commission merchant acting pursuant to the terms of a three-
party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this
Contract, but shall be kept indemnified by and shall be without
liability to the Fund for any action taken or omitted by it in good
faith without negligence. It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action reasonably taken
or omitted pursuant to such advice. Notwithstanding the foregoing, the
responsibility of the Custodian with respect to redemptions effected by
check shall be in accordance with a separate Agreement entered into
between the Custodian and the Fund.
If the Fund on behalf of a Portfolio requires the Custodian to
take any action with respect to securities, which action involves the
payment of money (other than Fund assets) or which action may, in the
opinion of the Custodian, result in the Custodian or its nominee
assigned to the Fund on behalf of the Portfolio being liable for the
payment of money or incurring liability of some other form, the Fund or
the Portfolio, as a prerequisite to requiring the Custodian to take
such action, shall provide indemnity to the Custodian in an amount and
form satisfactory to it.
If the Fund requires the Custodian to advance cash or securities
for any purpose for the benefit of a Portfolio 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 from
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 applicable Portfolio 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 such Portfolio's assets to
the extent necessary to obtain reimbursement.
9. Effective Period, Termination and Amendment.
This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an instrument
in writing delivered or mailed, postage prepaid to the other party,
such termination to take effect not sooner than thirty (30) days after
the date of such delivery or mailing; provided, however that the
Custodian shall not with respect to a Portfolio act under Section 2.12
hereof in the absence of receipt of an initial certificate of the
Secretary or an Assistant Secretary that the Board of Trustees of the
Fund has approved the initial use of a particular Securities System by
such Portfolio and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of Trustees has
reviewed the use by such Portfolio of such Securities System, as
required in each case by Rule 17f-4 under the Investment Company Act of
1940, as amended and that the Custodian shall not with respect to a
Portfolio act under Section 2.12A hereof in the absence of receipt of
an initial certificate of the Secretary or an Assistant Secretary that
the Board of Trustees has approved the initial use of the Direct Paper
System by such Portfolio and the receipt of an annual certificate of
the Secretary or an Assistant Secretary that the Board of Trustees has
reviewed the use by such Portfolio of the Direct Paper System; provided
further, however, that the Fund shall not amend or terminate this
Contract in contravention of any applicable federal or state
regulations, or any provision of the Declaration of Trust, and further
provided, that the Fund on behalf of one or more of the Portfolios may
at any time by action of its Board of Trustees (i) substitute another
bank or trust company for the Custodian by giving notice as described
above to the Custodian, or (ii) immediately terminate this Contract in
the event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the happening of a
like event at the direction of an appropriate regulatory agency or
court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each
applicable Portfolio shall pay to the Custodian such compensation as
may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
10. Successor Custodian.
If a successor custodian for the Fund or one or more of the
Portfolios shall be appointed by the Board of Trustees of the Fund, the
Custodian shall, upon termination, deliver to such successor custodian
at the office of the Custodian, duly endorsed and in the form for
transfer, all securities of each applicable Portfolio then held by it
hereunder and shall transfer to an account of the successor custodian
all of the securities held in a Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of
the Board of Trustees of the Fund, deliver at the office of the
Custodian and transfer such securities, funds and other properties in
accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board of Trustees shall
have been delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have the
right to deliver to a bank or trust company, which is a "bank" as
defined in the Investment Company Act of 1940, doing business in
Boston, Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last published
report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable Portfolio
and all instruments held by the Custodian relative thereto and all
other property held by it under this Contract on behalf of each
applicable Portfolio and to transfer to an account of such successor
custodian all of the securities of each such Portfolio held in any
Securities System. Thereafter, such bank or trust company shall be the
successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain
in the possession of the Custodian after the date of termination
hereof owing to failure of the Fund to procure the certified copy of
vote referred to or of the Board of Trustees to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for
its services during such period as the Custodian retains possession of
such securities, funds and other properties and the provisions of this
Contract relating to the duties and obligations of the Custodian shall
remain in full force and effect.
11. Interpretive and Additional Provisions.
In connection with the operation of this Contract, the Custodian
and the Fund on behalf of each Portfolio, may from time to time agree
on such provisions interpretive of or in addition to the provisions of
this Contract as may in their joint opinion be consistent with the
general tenor of this Contract. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional
provisions shall contravene any applicable federal or state regulations
or any provision of the Declaration of Trust of the Fund. No
interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Contract.
12. Additional Funds
In the event that the Fund establishes one or more series of
Shares in addition to those listed on Appendix A with respect to which
it desires to have Custodian render services as Custodian under the
terms hereof, it shall so notify Custodian in writing, and if Custodian
agrees in writing to provide such services, such series of Shares shall
become a Portfolio hereunder.
13. Massachusetts Law to Apply.
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.
14. Prior Contracts.
This Contract supersedes and terminates, as of the date hereof,
all prior contracts between the Fund on behalf of each of the
Portfolios and the Custodian relating to the custody of the Fund's
assets.
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 31st day of December, 1987.
STEINROE VARIABLE INVESTMENT TRUST
BY: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Attest:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
STATE STREET BANK AND TRUST COMPANY
BY: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Attest: Vice President
Assistant Secretary
APPENDIX A
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 Income Bond Fund
Investment Grade Bond Fund
Managed Assets Fund
Managed Growth Stock Fund
Mortgage Securities Income Fund