▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series Trust I
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Chairman and Chief Executive Officer
[LOGO] April 30, 2004
State Street Bank and Trust Company
Lafayette Corporate Center
Legal Division LCC/2S
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
Re: Amended and Restated Custodian Agreement ("Agreement") dated as of
January 30, 1995, as amended
Gentlemen:
This letter will memorialize our mutual agreement to amend the Agreement,
effective May 1, May 1, 2004, to reflect name changes for the following six
funds:
.. Mid Cap Growth Fund (formerly Small/Mid Cap Growth Fund);
.. Overseas Equity B Fund (formerly International Opportunities Fund);
.. Mid Cap Value B Fund (formerly Small/Mid Cap CORE Fund):
.. Overseas Equity C Fund (formerly Emerging Markets Equity Fund);
.. Large Cap Growth B Fund (formerly Large Cap Aggressive Growth Fund); and
.. Fundamental Value B Fund (formerly Large Cap Value CORE 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:______________________________
Name:____________________________
Title:___________________________
APPENDIX A
CUSTODIAL AGREEMENT
(As of May 1, 2004)
Name of Fund Fund Sub-Manager(s)
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1. International Equity Index SSgA Funds Management, Inc.
2. Mid Cap Growth (formerly Wellington Management Company, LLP
"Small/Mid Cap Growth")
3. Small Cap Growth Wellington Management Company, LLP
4. Small Cap Emerging Growth Wellington Management Company, LLP
5. Earnings Growth Fidelity Management & Research Company
6. Overseas Equity Capital Guardian Trust Company
7. Overseas Equity B (formerly Capital Guardian Trust Company
"International Opportunities")
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 ▇. ▇▇▇▇
Price Associates, Inc.
15. Real Estate Equity RREEF American L.L.C. and ▇▇▇ ▇▇▇▇▇▇
16. Short-Term Bond Independence Investment LLC
17. Active ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC., Pacific
Investment Management Company LLC and
Declaration Management & Research Company
18. Mid Cap Value B (formerly ▇. ▇▇▇▇ Price Associates, Inc.
"Small/Mid Cap CORE")
19. High Yield Bond Wellington Management Company, LLP
20. Bond Index ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Asset Management
Company LLC
21. Overseas Equity C (formerly Capital Guardian Trust Company
"Emerging Markets Equity"
22. Large Cap Growth B (formerly "Large Independence Investment LLC
Cap Aggressive Growth")
23. Small Cap Value ▇. ▇▇▇▇ Price Associates, Inc. and
Wellington Management Company, LLP
24. Fundamental Value B (formerly Wellington Management Company, LLP
"Large Cap Value CORE")
25. Fundamental Growth Independence Investment 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
