AMENDMENT NO. 1 TO PORTFOLIO MANAGEMENT AGREEMENT
Exhibit
(d)(h)(3)
AMENDMENT NO. 1 TO PORTFOLIO MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO THE PORTFOLIO MANAGEMENT AGREEMENT (the “Amendment”) is made and entered
into as of May 1, 2007 by and among Pacific Select Fund (“Fund”), a Massachusetts business
trust, Pacific Life Fund Advisors LLC, a Delaware limited liability company (“Investment
Advisor”), and BlackRock Investment Management, LLC, a Delaware limited liability company
(“Portfolio Manager”).
Witnesseth:
Whereas, Fund, Investment Advisor and Portfolio Manager are parties to a Portfolio
Management Agreement effective the close of business on September 29, 2006 (the “Agreement”);
Whereas, Fund, Investment Advisor and Portfolio Manager desire to amend the Agreement
upon the following terms and conditions;
Now Therefore, in consideration of the renewal of the premises, promises and mutual
covenants contained in the Agreement and herein, and for other good and valuable consideration paid
the receipt and sufficiency of which are hereby acknowledged, the parties agree that the Agreement
is amended as follows:
Paragraph 2 (f) of the Agreement is hereby deleted and replaced with the following:
(f) will provide reasonable assistance to the Investment Adviser, custodian or recordkeeping
agent for the Fund in determining or confirming, consistent with the procedures and policies stated
in the Fund’s valuation procedures and/or the Registration Statement, the value of any portfolio
securities or other assets of the Portfolio for which the Investment Adviser, custodian or
recordkeeping agent seeks assistance from the Portfolio Manager or identifies for review by the
Portfolio Manager. Such reasonable assistance shall include (but is not limited to): (i)
designating and providing timely access, on an as-needed basis and upon the reasonable request of
the Investment Adviser or custodian, to one or more employees of the Portfolio Manager who are
knowledgeable about the security/issuer, its financial condition, trading and/or other relevant
factors for valuation, which employees shall be available telephonically for consultation when the
Board’s Valuation Committee convenes; (ii) notifying the Investment Adviser in the event any
Portfolio security’s value does not appear to reflect corporate actions, news, significant events
or such security otherwise requires review to determine if fair valuation is necessary under the
Fund’s procedures; (iii) applying to the Portfolio’s assets the procedures adopted by the BlackRock
mutual funds (the “BlackRock Funds”) used for valuing the assets of the BlackRock Funds, including
in the event that the application of such procedures would result in a determination of fair value
with respect to any asset held by the Portfolio where a market quotation is not readily available
or is deemed to be unreliable with respect to such asset; (iv) upon the request of the Investment
Adviser or custodian, assisting in obtaining bids and offers or quotes from broker/dealers or
market-makers with respect to securities held by the Portfolio; (v) verifying pricing and providing
recommendations for fair valuations in accordance with the Fund’s valuation procedures, as they may
be amended from time to time; and (vi) maintaining adequate records and written backup
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information with respect to the securities valuation assistance provided hereunder, and providing
copies of such information to the Investment Adviser or the Fund upon request. Such records shall
be deemed to be Fund records. Both parties acknowledge that any pricing information provided by
Portfolio Manager hereunder is for informational purposes only and does not constitute
recommendations by the Portfolio Manager for the pricing of any securities referenced.
| Pacific Select Fund | ||||||||||
By: Name: |
/s/ Xxxx Xxx Xxxxx
|
Attested By: Name: |
/s/ Xxxxxx X. Milfs
|
|||||||
Title:
|
Senior Vice President | Title: | Vice President & Secretary | |||||||
| Pacific Life Fund Advisors LLC | ||||||||||
By: Name: |
/s/ Xxxxxx Xxxxxxxx
|
Attested By: Name: | /s/ Xxxxxx X. Milfs
|
|||||||
Title:
|
Vice President | Title: | Vice President & Secretary | |||||||
| BlackRock Investment Management, LLC | ||||||||||
By: Name: |
/s/ Xxxxx X. Xxxxxxx
|
Attested By: Name: | /s/ Xxxxx X. Moong
|
|||||||
Title:
|
Managing Director | Title: | Director | |||||||
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