Exhibit 23(g)(2)
▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series Trust I
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Chairman and Chief Executive Officer
[▇▇▇ ▇▇▇▇▇▇▇ LOGO APPEARS HERE] April 30, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Bank and Trust Company
Lafayette Corporate Center
Legal Division LCC/2S
▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
Re: Amended and Restated Custodian Agreement ("Agreement")
dated as of January 30, 1995, as amended
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Gentlemen:
This letter will memorialize our mutual agreement to amend the Agreement,
effective May 1, 2003, to reflect name changes for the following three funds:
. Earnings Growth (formerly Multi Cap Growth Fund);
. Small Cap Emerging Growth Fund (formerly Small Cap Equity Fund); and
. Overseas Equity Fund (formerly Global Balanced Fund)
This letter will also memorialize our mutual agreement to amend the
Agreement, effective May 1, 2003, to reflect:
. the merger of the International Opportunities B Fund into the
International Opportunities Fund of the ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series
Trust I, effective September, 2002, and
. the addition of three new funds (Mid Cap Value Fund, Financial
Industries Fund, and Total Return Bond Fund).
. We have also updated the list of current sub-advisers to all Funds.
Please substitute copies of the attached Appendix A for the old copies of
Appendix A in your files. Kindly acknowledge receipt of this letter and the
attachment, and your agreement with the terms hereof, by signing and returning
the duplicate of this letter. Thank you.
Sincerely,
▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE
SERIES TRUST I
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▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Chairman and CEO
Received and agreed to:
STATE STREET BANK AND TRUST COMPANY
By:
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Name:
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Title:
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APPENDIX A
CUSTODIAL AGREEMENT
(As of May 1, 2003)
Name of Fund Fund Sub-Manager(s)
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1. International Equity Index Independence Investment LLC
2. Small/Mid Cap Growth Wellington Management Company, LLP
3. Small Cap Growth ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC
4. Small Cap Emerging Growth (formerly "Small Wellington Management Company, LLP
Cap Equity")
5. Earnings Growth (formerly "Multi Cap Fidelity Management & Research
Company Growth")
6. Overseas Equity (formerly "Global Capital Guardian Trust Company
Balanced")
7. International Opportunities ▇. ▇▇▇▇ Price International, Inc.
8. Large Cap Value ▇. ▇▇▇▇ Price Associates, Inc.
9. Global Bond Capital Guardian Trust Company
10. Equity Index SSgA Funds Management, Inc.
11. Managed Independence Investment LLC and Capital
Guardian Trust Company
12. Money Market Wellington Management Company, LLP
13. Large Cap Growth Independence Investment LLC
14. Growth & Income Independence Investment LLC and
▇▇▇▇▇▇ Investment Management LLC
15. Real Estate Equity RREEF American L.L.C. and ▇▇▇ ▇▇▇▇▇▇
16. Short-Term Bond Independence Investment LLC
17. Active ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC.
18. Small/Mid Cap CORE ▇▇▇▇▇▇▇ Sachs Asset Management, L.P.
19. High Yield Bond Wellington Management Company, LLP
20. Bond Index ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Asset Management
Company LLC
21. Emerging Markets Equity ▇▇▇ ▇▇▇▇▇▇
22. Large Cap Aggressive Growth Janus Capital Management, LLC
23. Small Cap Value ▇. ▇▇▇▇ Price Associates, Inc. and
Wellington Management Company, LLP
24. Large Cap Value CORE ▇▇▇▇▇▇▇ Sachs Asset Management, ▇.▇.
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Management, LLC
26. Fundamental Value Wellington Management Company, LLP
27. Health Sciences Wellington Management Company, LLP
28. Mid Cap Value ▇. ▇▇▇▇ Price Associates, Inc.
29. Financial Industries ▇▇▇▇ ▇▇▇▇▇▇▇ Advisors, LLC
30. Total Return Bond Pacific Investment Management Company LLC