CONSENT TO TRANSFER AND AMENDMENT TO THE PORTFOLIO MANAGEMENT AGREEMENT

Exhibit(d)(h)(2)

CONSENT TO TRANSFER AND AMENDMENT TO
THE PORTFOLIO MANAGEMENT AGREEMENT

          Reference is made to the Portfolio Management Agreement among Pacific Select Fund (the “Fund”), a Massachusetts business trust, BlackRock Investment Management, LLC (“Portfolio Manager”), a Delaware limited liability company, and Pacific Life Insurance Company (“Investment Adviser” or “Pacific Life”), a Nebraska corporation dated the 29th day of September, 2006, as amended to date, (the “Agreement”).

RECITALS

          Pacific Life recently formed Pacific Life Fund Advisors LLC (PLFA), a Delaware limited liability company and subsidiary of Pacific Life, to take over the investment advisory services Pacific Life performs for the Fund and to receive the fees the Fund pays Pacific Life for its advisory services, via transfer of the advisor agreement, as well as all sub-advisory agreements (together the Transfer);

          As a result of the Transfer, effective May 1, 2007, PLFA is to serve as the investment adviser to the Fund in place of Pacific Life;

          The Transfer will not result in a change of actual control or management, which would result in an automatic termination of the Agreement due to “assignment” pursuant to Section 2(a)(4) of the 1940 Act, and Rule 2a-6 thereunder. Pacific Life has obtained an opinion from its legal counsel, Dechert LLP, (Dechert) confirming its conclusion that the Transfer will not result in an actual change in control or management; and

          The Fund’s Board of Trustees acknowledged the transfer of the Agreement at its meeting on March 20, 2007.

          NOW, THEREFORE, in consideration of the premises:

1. Effective May 1, 2007:

	a.		Pacific Life assigns all duties and obligations, and associated liabilities arising out of the Agreement to PLFA; and
	b.		PLFA hereby agrees to assume all duties and obligations, and associated liabilities arising out of the Agreement and to become a party to said Agreement upon the terms and conditions set forth therein, other than as modified below in paragraph 3, standing in the stead of Pacific Life.

2. The Investment Adviser, Portfolio Manager, and the Fund consent to the assignment of the Agreement.

	3.		The first paragraph of Section 16 Use of Name, is hereby deleted in its entirety and replaced with the following:
			“It is understood that the names “Pacific Life Fund Advisors LLC”, “Pacific Life Insurance Company” or any derivative thereof or logo associated with those names are the valuable property of Pacific Life and that the Fund has the right to use those names (or derivatives or logos) in the Prospectus, SAI, the Fund’s Registration Statement or other filings, or in other forms or reports required under applicable state or federal securities, insurance, or other law, for so long as the Investment Adviser is investment adviser to the Fund, provided, however, that (i) the Fund may continue to use all above names of Investment Adviser in its Registration Statement and other documents to the extent deemed necessary by the Fund to comply with disclosure obligations under applicable law and regulation, or in the opinion of counsel to the Investment Adviser or the Fund or as directed by the Securities and Exchange Commission, such use is necessary to make the disclosures contained in the Fund’s Registration Statement not misleading; and (ii) the Fund shall not use the Investment Adviser’s name or logo in promotional or sales related materials prepared by or on behalf of the Fund, without prior review and approval by the Investment Adviser, which may not be unreasonably withheld. Upon termination of this Agreement, the Fund shall forthwith cease to use such names (and logo), except as provided for herein.”
	4.		Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the following: (see attached Exhibit A)
	5.		All terms and conditions set forth in the Agreement, other than as modified above, are hereby confirmed and remain in full force and effect.

          IN WITNESS WHEREOF, the parties have caused this Consent to Transfer and Amendment to the Portfolio Management Agreement to be executed by their respective officers.

Accepted and Agreed:

Pacific Life Fund Advisors LLC
By: Name:		/s/ Xxxxxx X. Xxxxxxxx  Xxxxxx X. Xxxxxxxx				By: Name:		/s/ Xxxx X. Xxxx Xxxx X. Xxxx
Title:		Vice President				Title:		Asst. Vice President & Asst. Secretary
Pacific Life Insurance Company
By: Name:		/s/ Xxxx Xxx Xxxxx  Xxxx Xxx Xxxxx				By: Name:		/s/ Xxxx X. Xxxx Xxxx X. Xxxx
Title:		Senior Vice President				Title:		Asst. Vice President & Asst. Secretary
Pacific Select Fund
By: Name:		/s/ Xxxxxx X. Xxxxxxxx  Xxxxxx X. Xxxxxxxx
Title:		Vice President
BlackRock Investment Management, LLC
By: Name:		/s/ Xxxxx X. Xxxxxxx  Xxxxx X. Xxxxxxx
Title:		Managing Director

EXHIBIT A

PACIFIC SELECT FUND
FEE SCHEDULE

Effective: May 1, 2007

Portfolios: Equity Index and Small-Cap Index (the “Portfolios”)

Fee: The Investment Adviser will pay to the Portfolio Manager a monthly fee based on the combined average daily net assets of the Portfolios at an annual rate equal to:

.04% on the first $300 million
..02% on the excess

The fees for services shall be prorated for any portion of a year in which the Agreement is not effective.