Exhibit (g)(3)
FORM OF AMENDMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
Amendment dated _______________, 2002, to the Custody and Investment
Accounting Agreement, dated June 1, 2001, as amended, by and between State
Street Bank and Trust Company of California, N.A. (the "Custodian"), State
Street Bank and Trust Company ("State Street Boston") and Pacific Select Fund
(the "Fund") (the "Custodian Contract").
In consideration of the promises and covenants contained herein, the
Custodian, State Street Boston and the Fund hereby agree as follows:
1. Section V.A. of the Custodian Contract is hereby amended to read as
follows:
V. INSTRUCTIONS The term "Instructions", which may also be standing
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instructions, as used herein, shall mean instructions to Custodian from a
designated representative of Fund. Such instructions may be in writing
signed by the authorized person or persons or may be in a tested
communication or in a communication utilizing access codes effected between
electro-mechanical or electronic devices or may be by such other means and
utilizing such intermediary systems and utilities as may be agreed to from
time to time by the Custodian or State Street Boston and the person giving
such instructions, provided that the Fund has followed any security
procedures agreed to from time to time by the Fund, the Custodian and State
Street Boston. Certified copies of Resolutions of the Board naming one or
more designated representatives to give instructions in the name and on
behalf of Fund, may be received and accepted from time to time by Custodian
as conclusive evidence of the authority of any designated representative to
act for Fund and may be considered to be in full force and effect (and
Custodian will be fully protected in acting in reliance thereon) until
receipt by Custodian of notice to the contrary. Unless the Resolution
delegating authority to any person to give instructions specifically
requires that the approval of anyone else will first have been obtained,
Custodian will be under no obligation to inquire into the right of the
person giving such instructions to do so. Notwithstanding any of the
foregoing provisions of this Section V., no authorizations or Instructions
received by Custodian from Fund, will be deemed to authorize or permit any
trustee, officer, employee, or agent of Fund to withdraw any of the Assets
upon the mere receipt of such authorization or Instructions from such
trustee, officer, employee or agent.
2. Section II.C. 3 is hereby amended by striking ", subject to approval and
annual review of the arrangement by the Board of Trustees of the Fund".
3. Section II.C. 4 is hereby amended by striking ", subject to approval and
annual review of the arrangement by the Board".
4. This Amendment will at all times and in all respects be construed,
interpreted, and governed by the laws of The Commonwealth of Massachusetts,
without giving effect to the conflict of laws provisions thereof. This Amendment
may be executed in any number of counterparts, each constituting an original and
all considered one and the same agreement. This Amendment is intended to modify
and amend the Agreement and the terms of this Amendment and the Agreement are to
be construed to be cumulative and not exclusive of each other.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of the _____ day of ________, 2002.
STATE STREET BANK AND TRUST COMPANY STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N.A.
By:
By: --------------------------------
-------------------------------- Name, Title:
Name, Title: -----------------------
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PACIFIC SELECT FUND
By:
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Name, Title:
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