CONSENT TO TRANSFER AND AMEND PORTFOLIO MANAGEMENT AGREEMENT

Exhibit (d)(v)(3)

CONSENT TO TRANSFER AND AMEND
PORTFOLIO MANAGEMENT AGREEMENT

          Reference is made to the Portfolio Management Agreement among Pacific Select Fund (the “Fund”), a Massachusetts business trust, Pacific Investment Management Company LLC (“Portfolio Manager”), a Delaware limited liability company, and Pacific Life Insurance Company (“Investment Adviser” or “Pacific Life”), a Nebraska corporation dated the 5th day of May, 2000, 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 Agreement (the Transfer);

          As a result of the Transfer, 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 4, standing in the stead of Pacific Life.

	2.		The Investment Adviser, Portfolio Manager, and the Fund consent to the assignment of the Agreement.
	3.		All terms and conditions of the Agreement are hereby confirmed by all parties.

	4.		The first paragraph of Section 11 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.”
	5.		Section 4 Compensation, is hereby deleted in its entirety and replaced with the following:
			“For the services provided and the expenses borne by the Portfolio Manager pursuant to this Agreement, the Investment Adviser will pay the Portfolio Manager a fee in accordance with Exhibit A attached to this Agreement. This fee will be computed and accrued daily and payable monthly. The fees for any month during which this Agreement is in effect for less than the entire month shall be pro-rated based on the number of days during such month that the Agreement was in effect.”
	6.		Exhibit A is hereby added to the Agreement: (see attached Exhibit A)
	7.		All terms and conditions set forth in the Agreement, other than as modified above in paragraph 4, are hereby confirmed and remain in full force and effect.

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

Accepted and Agreed:

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

EXHIBIT A

PACIFIC SELECT FUND
FEE SCHEDULE

Effective: May 1, 2007

          Portfolio: Managed Bond

          The Investment Adviser will pay to the Portfolio Manager a monthly fee of 0.25% based on an annual percentage of the combined average daily net assets of the Managed Bond Portfolio of Pacific Select Fund and the PL Managed Bond Fund of Pacific Life Funds.

          Portfolio: Inflation Managed

          The Investment Adviser will pay to the Portfolio Manager a monthly fee based on an annual percentage of the combined average daily net assets of the Inflation Managed Portfolio of Pacific Select Fund and PL Inflation Managed Fund of Pacific Life Funds according to the following calculation:

		(a)		Rate (%)				Break Point (assets)
					0.25	%		On the first $1 billion
					0.20	%		On the excess

(b) The ratio of the Inflation Managed Portfolio’s average daily net assets over the combined assets.

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