Pacific Select Fund Agreement Pursuant to Rule 17a-7 of the Investment Company Act of 1940

EXHIBIT (d)(64)

Pacific Select Fund

Agreement Pursuant to Rule 17a-7 of
the Investment Company Act of 1940

     THIS AGREEMENT, dated as of April 1, 2002, by and between Pacific Select Fund (the “Fund”), Pacific Life Insurance Company (the “Adviser”), and MFS Investment Management (the “Portfolio Manager”).

     WHEREAS, the Adviser, the Fund, and the Portfolio Manager have entered into a portfolio management agreement (the “Management Agreement”); and

     WHEREAS, the Portfolio Manager manages one or more portfolios of the Fund (each a “Portfolio”); and

     WHEREAS, at the end of each quarter the Portfolio Manager is required to prepare and deliver to the Fund’s Board of Trustees a report of all purchase and sale transactions involving each Portfolio it manages that were executed in reliance on the Fund’s 17a-7 Procedures, including the identity of the counterparty to the transaction (the “Counterparty Information”); and

     WHEREAS, in lieu of providing the Counterparty Information, the Fund’s 17a-7 Procedures allow the Portfolio Manager to agree in writing, in a form approved by the Fund and Adviser, to maintain the required Counterparty Information as a Fund record in accordance with Rule 17a-7(g) of the Investment Company Act of 1940 (the “1940 Act”) and the terms of the Management Agreement;

     NOW, THEREFORE, the Portfolio Manager agrees to maintain Counterparty Information required by the Fund’s 17a-7 procedures as a Fund record in accordance with Rule 17a-7(g) of the 1940 Act and the terms of the Management Agreement. The location of these records will be identified in Fund documents as required by law and the Portfolio Manager agrees to notify the Fund of the location or any change thereto. The current location of these records is:

000 Xxxxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxx. XX 00000

The Portfolio Manager further agrees to promptly provide the Counterparty Information to the Adviser, the Fund Board, or to any regulatory body that has jurisdiction over the Fund, upon request. Portfolio Manager shall bear the cost of producing and providing such Fund records on a timely basis.

     This Agreement will automatically terminate upon termination or non-renewal of the Management Agreement, except that Fund records must still be maintained in accordance with the Management Agreement.

PACIFIC SELECT FUND				MFS Investment Management
By:		/s/ Xxxxxx X. Xxxxxx		By:		/s/ Xxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx				Name: Xxxx X. Xxxxxx
Title: Chairman of the Board and Trustee				Title: President
PACIFIC LIFE				PACIFIC LIFE
By:		/s/ Xxxxxx X. Xxxxxx		By:		/s/ Xxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxx				Name: Xxxxx X. Xxxxxxx
Title: Chairman of the Board and CEO				Title: President